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Exhibit 10.38
   ASSET PURCHASE AGREEMENT
 by and between
 SUPER RX, INC.
 and
 CALIFORNIA PHARMACY SYSTEMS, INC.
 Dated as of July __, 2005




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ASSET PURCHASE AGREEMENT
 TABLE OF CONTENTS
 PageRECITALS
    
    
    
    
    1ARTICLE IACQUISITION OF THE ASSETS
    
    
    11.1
    
    Delivery of Assets
    
    
    11.2
    
    Purchase Price Allocation
    
    
    21.3
    
    Purchase Price for Assets
    
    
    21.4
    
    No Assumption of Liabilities
    
    
    21.5
    
    Inventory
    
    
    2ARTICLE IICLOSING AND POSSESSION
    
    
    42.1
    
    Closing and Possession
    
    
    42.2
    
    Delivery of Purchase Price
    
    
    4ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLER
    
    
    43.1
    
    Organization and Qualification of Seller
    
    
    43.2
    
    Authorized Capitalization
    
    
    43.3
    
    Authorization
    
    
    43.4
    
    Accrued Employee Benefits
    
    
    53.5
    
    Bulk Sales Transfer; Pharmacy Permits Transfer;Escrow
    
    
    53.6
    
    No Conflicting Agreements
    
    
    73.7
    
    Compliance with Applicable Law
    
    
    73.8
    
    Material Misstatements or Omissions
    
    
    73.9
    
    No Known Adverse Effects
    
    
    73.10
    
    Consents and Approvals
    
    
    73.11
    
    Intentionally Omitted
    
    
    83.12
    
    Litigation
    
    
    83.13
    
    Brokers
    
    
    83.14
    
    Taxes
    
    
    83.15
    
    Ownership
    
    
    83.16
    
    Accounts
    
    
    83.17
    
    Contracts
    
    
    93.18
    
    Financial Statements
    
    
    93.19
    
    Absence of Undisclosed or Contingent Liabilities
    
    
    93.20
    
    No Material Adverse Changes
    
    
    93.21
    
    Absence of Developments
    
    
    93.22
    
    Title to Properties
    
    
    10
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Page3.23
    
    Tax Matters
    
    
    103.24
    
    Employee Benefit Plans
    
    
    103.25
    
    Representations as to Knowledge
    
    
    103.26
    
    Representations Concerning Solvency
    
    
    10ARTICLE IVTERMINATION OF STATER AGREEMENT; TEMPORARY USE OF PERMITS
    
    
    114.1
    
    Termination of Stater Agreement
    
    
    11ARTICLE VPOST-POSSESSION COVENANTS
    
    
    115.1
    
    Further Assurances
    
    
    115.2
    
    Litigation Support
    
    
    11ARTICLE VIREPRESENTATIONS AND WARRANTIES OF PURCHASER
    
    
    116.1
    
    Organization and Qualification of Purchaser
    
    
    116.2
    
    Authorization
    
    
    116.3
    
    No Conflicting Agreements
    
    
    126.4
    
    Compliance with Applicable Law
    
    
    126.5
    
    Litigation
    
    
    126.6
    
    Material Misstatements or Omissions
    
    
    126.7
    
    Consents and Approvals
    
    
    126.8
    
    Brokers
    
    
    12ARTICLE VIICONDITIONS TO POSSESSION AND CLOSING
    
    
    137.1
    
    Deliverables on or Prior to Possession
    
    
    137.2
    
    Conduct of Business Prior to Closing
    
    
    137.3
    
    Conditions Precedent to Closing
    
    
    147.4
    
    Reserved
    
    
    147.5
    
    Allocations
    
    
    147.6
    
    Sellers Deliveries at Closing and Possession
    
    
    157.7
    
    Purchasers Deliveries at Possession
    
    
    167.8
    
    Forwarding of Receivables
    
    
    167.9
    
    Consulting Agreement
    
    
    177.10
    
    Stater Agreement
    
    
    17ARTICLE VIIISURVIVAL OF REPRESENTATIONS AND WARRANTIES
    
    
    17ARTICLE IXINDEMNIFICATION
    
    
    179.1
    
    Indemnification
    
    
    179.2
    
    Method of Asserting Claims
    
    
    189.3
    
    Payment of Claim
    
    
    19
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Page9.4
    
    Other Rights and Remedies Not Affected
    
    
    199.5
    
    Tail Coverage Insurance
    
    
    19ARTICLE XAMENDMENT, TERMINATION AND BREACH
    
    
    1910.1
    
    Amendment and Modification
    
    
    1910.2
    
    Termination and Abandonment
    
    
    19ARTICLE XIMISCELLANEOUS
    
    
    2011.1
    
    Notice
    
    
    2011.2
    
    Entire and Sole Agreement
    
    
    2011.3
    
    Successors and Assigns
    
    
    2011.4
    
    Expenses
    
    
    2111.5
    
    Severability
    
    
    2111.6
    
    Governing Law
    
    
    2111.7
    
    Counterparts
    
    
    2111.8
    
    Amendments
    
    
    2111.9
    
    No Third Party Beneficiary
    
    
    2111.10
    
    Headings
    
    
    2111.11
    
    Disputes
    
    
    2111.12
    
    Delivery of Exhibits
    
    
    22
 iii




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ASSET PURCHASE AGREEMENT
 THIS ASSET PURCHASE AGREEMENT th
 RECITALS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 ARTICLE I
ACQUISITION OF THE ASSETS
  1.1 Delivery of Assets .
 1




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1.2 Purchase Price Allocation
 1.3 Purchase Price for Assets .
 1.4 No Assumption of Liabilities .
 1.5 Inventory
 2




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3




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ARTICLE II
CLOSING AND POSSESSION
 2.1 Closing and Possession
 2.2 Delivery of Purchase Price
 ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
  3.1 Organization and Qualification of Seller .
 3.2 Authorized Capitalization .
 3.3 Authorization .
 4




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3.4 Accrued Employee Benefits .
 3.5 Bulk Sales Transfer; Pharmacy Permits Transfer; Escrow
        Code of Civil Procedure
 5




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6




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Code of Civil Procedure
    3.6 No Conflicting Agreements .
 3.7 Compliance with Applicable Law .
 3.8 Material Misstatements or Omissions .
 3.9 No Known Adverse Effects .
 3.10 Consents and Approvals .
 7




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3.11 Intentionally omitted
 3.12 Litigation .
 3.13 Brokers .
 3.14 Taxes .
 3.15 Ownership .
 3.16 Accounts .
 8




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3.17 Contracts .
 3.18 Financial Statements .
 3.19 Absence of Undisclosed or Contingent Liabilities .
 3.20 No Material Adverse Changes .
 3.21 Absence of Developments .
    9




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3.22 Title to Properties .
 3.23 Tax Matters .
 3.24 Employee Benefit Plans .
 3.25 Representations as to Knowledge .
 3.26 Representations Concerning Solvency .
 10




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ARTICLE IV
TERMINATION OF STATER AGREEMENT; TEMPORARY USE OF PERMITS
 4.1 Termination of Stater Agreement .
 ARTICLE V
POST- POSSESSION COVENANTS
  5.1 Further Assurances .
 5.2 Litigation Support .
 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PURCHASER
  6.1 Organization and Qualification of Purchaser .
 6.2 Authorization .
 11




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6.3 No Conflicting Agreements .
 6.4 Compliance with Applicable Law .
 6.5 Litigation .
 6.6 Material Misstatements or Omissions .
 6.7 Consents and Approvals .
 6.8 Brokers .
 12




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ARTICLE VII
CONDITIONS TO POSSESSION AND CLOSING
 7.1 Deliverables on or Prior to Possession
          7.2 Conduct of Business Prior to Closing
 13
            7.3 Conditions Precedent to Closing
     7.4 Reserved .
 7.5 Allocations .
 14




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7.6 Sellers Deliveries at Closing and Possession .
  Bill of Sale and Assignment
 Assignment of Intellectual Property
 Assignment of Contracts, Leases and Other Agreements
 Consents and Approvals
  Certificates
 Resolutions
 15




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Non-Compete and Confidentiality Agreement
 Delivery of Business Records
 Other documents
 7.7 Purchasers Deliveries at Possession .
 Purchase Price
 Consents and Approval
 Resolutions
 Non-Compete and Confidentiality Agreements
 Other Documents
 7.8 Forwarding of Receivables
 16




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7.9 Consulting Agreement
 7.10 Stater Agreement
 ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
 .
 ARTICLE IX
INDEMNIFICATION
 9.1 Indemnification .
 17




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9.2 Method of Asserting Claims .
   18




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9.3 Payment of Claim .
 9.4 Other Rights and Remedies Not Affected .
 9.5 Tail Coverage Insurance .
 ARTICLE X
AMENDMENT, TERMINATION AND BREACH
 10.1 Amendment and Modification .
 10.2 Termination and Abandonment .
    19




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ARTICLE XI
MISCELLANEOUS
 11.1 Notice .
 If to Purchaser:
    
    Super Rx, Inc.P.O. Box15021700 Barton RoadColton, California 92324Attention: PresidentWith a copy to:
    
    Sean S. Varner, Esq.Varner, Saleson & Brandt LLPP.O. Box 12014Riverside, California 92502-2214If to Seller:
    
    John E. Tilley, PresidentCalifornia Pharmacy Systems, Inc.11411 Brookshire Avenue #107Downey, California 90241With a copy to:
    
    Allen K. Brown, Esq.7901 Painter Avenue, Suite 5Whittier, California 90602
  11.2 Entire and Sole Agreement .
 11.3 Successors and Assigns .
 20




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11.4 Expenses .
 11.5 Severability .
 11.6 Governing Law .
 11.7 Counterparts .
 11.8 Amendments .
 11.9 No Third Party Beneficiary .
 11.10 Headings .
 11.11 Disputes .
 21




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11.12 Delivery of Exhibits .
 IN WITNESS WHEREOF,
 PURCHASER:SUPER RX, INC.By:
    
    /s/ Donald I. BakerIts:
    
    
    
    Donald I. Baker

Executive Vice PresidentBy:
    
    /s/ Phillip J. SmithIts:
    
    
    
    Phillip J. Smith
Senior Vice President and Chief Financial OfficerSELLER:CALIFORNIA PHARMACY SYSTEMS, INC.By:
    
    /s/ John E. TilleyJohn E. TilleyIts:
    
    
    
    President
 22




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TABLE OF ATTACHMENTS
 Exhibit
    
    DescriptionSchedule of Pharmacies1.2
    
    Purchase Price Allocation3.1(a)
    
    Certificate of Incorporation of Seller3.1(b)
    
    Bylaws of Seller3.3(a)
    
    Certificate of Seller re: Shareholder Approval3.3(b)
    
    Directors Consent of Seller3.7
    
    Governmental Notices3.12
    
    Litigation3.16
    
    Customer AccountsCustomer Contracts or AgreementsImpaired Customer ContractsDelinquent Contracts or Agreements3.17
    
    Contracts7.1(a)
    
    Sellers Certification7.1(i)
    
    Non-Compete and Confidentiality Agreements7.2(a)
    
    Notarized Letter7.2(e)
    
    Power of Attorney7.6
    
    Bill of Sale and Assignment7.9
    
    Consulting Agreement7.10
    
    Termination Agreement




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Exhibit 1.2
Purchase Price Allocation
 1. Inventory
    
    
    tbd by Inventory Service2. Equipment and Pharmacy Records:
    
    
    $160,0003. Goodwill
    
    
    $1,850,5124. Covenant Not to Compete
    
    
    $50,000




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Exhibit 3.3(a)
Certificate of Seller re: Shareholder Approval




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Exhibit 3.3(b)
Directors Consent of Seller




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Exhibit 3.7
Governmental Notices




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Exhibit 3.12
Litigation




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Exhibit 3.16
Customer Accounts
Customer Contracts or Agreements
Impaired Customer Contracts
Delinquent Contracts or Agreements




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Exhibit 3.17
Contracts




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Exhibit 7.1(a)
Sellers Certification




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Exhibit 7.1(i)
Non-Compete and Confidentiality Agreements




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NON-COMPETE AND CONFIDENTIALITY AGREEMENT
 th
   th
  Term
 Consideration
 Description of Business, Trade Secrets and Proprietary Information




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Title to Trade Secrets and Proprietary Information
 Covenant of Non-Disclosure
 Non-Compete Covenant
 Enforcement by Injunctive Relief




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Scope of Covenant
 Notices
 
  
 Assignment of Agreement; Successors
 Further Instruments
 Waiver




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Costs and Attorneys Fees
 Submission to Jurisdiction forum
non conveniens,
 General Provisions




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SUPER RX, INC.By:
    
    /s/ Donald I. BakerDonald I. BakerIts:
    
    Executive Vice PresidentBy:
    
    /s/ Phillip J. SmithPhillip J. SmithIts:
    
    Senior Vice President and Chief FinancialOfficerTILLEY/s/ John E. TilleyJohn E. TilleyCALIFORNIA PHARMACY SYSTEMS, INC.,By:
    
    /s/ John E. TilleyJohn E. TilleyIts:
    
    President




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Exhibit 7.2(a)
Notarized Letter




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Exhibit 7(e)
Power of Attorney




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th
  By:
    
    /s/ John E. TilleyJohn E. TilleyIts:
    
    President
   By:
    
    /s/ Donald I. BakerDonald I. BakerIts:
    
    Executive Vice PresidentBy:
    
    /s/ Phillip J. SmithPhillip J. SmithIts:
    
    Senior Vice President and Chief Financial Officer




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Exhibit 7.6
Bill of Sale and Assignment




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BILL OF SALE AND ASSIGNMENT
 th Asset Purchase Agreement Purchaser Assets
 Dated: 11, July, 2005
    
    CALIFORNIA PHARMACY SYSTEMS, INC.,a California corporation
 By:
    
    /s/ John E. TilleyJohn E. TilleyIts:
    
    President
 ACCEPTED
 
 By:
    
    /s/ Donald I. BakerDonald I. BakerIts:
    
    Executive Vice PresidentBy:
    
    /s/ Phillip J. SmithPhillip J. SmithIts:
    
    Senior Vice President and Chief Financial Officer




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Exhibit 7.9
Consulting Agreement




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CONSULTING AGREEMENT
 th
 Recitals
     Operative Provisions
  Incorporation of Recitals
 Term
 Services




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Compensation
 Independent Contractor
 Indemnification By Consultant
 Termination
 (a)
    
    This Consulting Agreement shall terminate immediately upon the
occurrence of either (i) a material breach of duty by Consultant in the course
of his performance as reasonably determined by the Corporation; (ii) a failure
of Consultant to perform his obligation under this Agreement for a period of
ten (10) consecutive calendar days; or (iii) dissolution or the filing of
bankruptcy by Consultant.(b)
    
    In the event of the termination of this Consulting Agreement in
accordance with Subsection 7(a) prior to the completion of the term of this
Agreement, Consultant shall be entitled to all compensation earned by
Consultant prior to the date of termination as provided in this Consulting
Agreement.(c)
    
    Consultant shall have the right to terminate this Agreement
upon seven (7) days prior written notice. Upon notice of such termination,
Consultant shall receive no further compensation under this Agreement.
 Miscellaneous
 No Third-Party Beneficiaries




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Entire Agreement
 Succession and Assignment
 Counterparts
 Headings
 Notices
 If to Corporation:
    
    Super Rx, Inc.21700 Barton RoadColton, California 92324Attn: PresidentIf to the Consultant:
    
    California Pharmacy Systems, Inc.11411 Brookshire Avenue, #107Downey, California 90241Attn: John E. Tilley




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Governing Law
 Amendments and Waivers
 Severability
 Construction




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Corporation:Super Rx, Inc., a California corporationBy:
    
    /s/ Donald I. BakerDonald I. BakerIts:
    
    Executive Vice PresidentBy:
    
    /s/ Phillip J. SmithPhillip J. SmithIts:
    
    Senior Vice President and ChiefFinancial OfficerConsultant:California Pharmacy Systems, Inc., aCalifornia corporationBy:
    
    /s/ John E. TilleyJohn E. TilleyIts:
    
    President




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Exhibit 7.10
Termination Agreement




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MUTUAL TERMINATION OF AGREEMENT
  R E C I T A L S
     A G R E E M E N T




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JET
    
    DIB PJSCPS Initials
    
    Staters Initials




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STATER:STATER BROS. MARKETS,a California corporationBy:
    
    /s/ Donald I. BakerDonald I. BakerIts:
    
    Executive Vice PresidentBy:
    
    /s/ Phillip J. SmithPhillip J. SmithIts:
    
    Senior Vice President and ChiefFinancial OfficerCPS:CALIFORNIA PHARMACY SYSTEMS,INC., a California corporationBy:
    
    /s/ John E. TilleyJohn E. TilleyIts:
    
    President