Exhibit 4.10**WARRANT CLARIFICATION AGREEMENT**This Warrant Clarification Agreement (this “Agreement”), dated March 28, 2007, is tothe Warrant Agreement, dated as of August 25, 2003 (the “Warrant Agreement”), by andbetween NationsHealth, Inc., a Delaware corporation (the “Company”), and Continental StockTransfer & Trust Company, a New York corporation.**WHEREAS,**Section 3.3.2 of the Warrant Agreement provides that the Company shall not beobligated to deliver any securities pursuant to the exercise of a warrant unless a registrationstatement under the Securities Act of 1933, as amended (the “Securities Act”), with respectto the common stock is effective.**WHEREAS,**in furtherance of the foregoing, the Company’s final prospectus, dated August 25,2003, indicated (i) that no warrant would be exercisable unless at the time of exercise aprospectus relating to the common stock issuable upon exercise of the warrant is current and thecommon stock has been registered under the Securities Act or qualified or deemed to be exempt underthe securities laws of the state of residence of the holder of the warrant and (ii) that thewarrant may be deprived of any value and the market for the warrant may be limited if theprospectus relating to the common stock issuable upon the exercise of the warrant is not current orif the common stock is not qualified or exempt from qualification in the jurisdictions in which theholder of the warrant resides.**WHEREAS,**as a result of certain questions that have arisen regarding the accounting treatmentapplicable to the warrants, the parties hereto deem it necessary and desirable to amend the WarrantAgreement to clarify that the registered holders do not have the right, and never had the right, toreceive a net cash settlement in the event the Company does not maintain a current prospectusrelating to the common stock issuable upon exercise of the warrants at the time such warrants areexercisable.**NOW, THEREFORE,**in consideration of the mutual agreements contained herein and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, and intendingto be legally bound hereby, the parties hereto agree to amend the Warrant Agreement as set forthherein.1. Warrant Agreement. For the avoidance of doubt, the Warrant Agreement is herebyamended by adding the following clarifying sentence as the second to last sentence of Section3.3.2:“Furthermore, if the Company is unable to deliver any securities pursuant to theexercise of a Warrant as a result of the foregoing situations, the Company will have noobligation, under any circumstance, to pay such registered holder any cash or otherconsideration or otherwise “net cash settle” the Warrant.”
 
 

 
2. Miscellaneous.(a) Governing Law. The validity, interpretation, and performance of this Agreementand of the Warrants shall be governed in all respects by the laws of the State of New York, withoutgiving effect to conflicts of law principles that would result in the application ofthe substantive laws of another jurisdiction. The Company hereby agrees that any action,proceeding or claim against it arising out of or relating in any way to this Agreement shall bebrought and enforced in the courts of the State of New York or the United States District Court forthe Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdictionshall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction andthat such courts represent an inconvenient forum. Any such process or summons to be served uponthe Company may be served by transmitting a copy thereof by registered or certified mail, returnreceipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 of theWarrant Agreement. Such mailing shall be deemed personal service and shall be legal and bindingupon the Company in any action, proceeding or claim.(b) Binding Effect. This Agreement shall be binding upon and inure to the benefit ofthe parties hereto and to their respective heirs, legal representatives, successors and assigns.(c) Entire Agreement. This Agreement sets forth the entire agreement andunderstanding between the parties as to the subject matter thereof and merges and supersedes allprior discussions, agreements and understandings of any and every nature among them. Except as setforth in this Agreement, provisions of the Warrant Agreement which are not inconsistent with thisAgreement shall remain in full force and effect. This Agreement may be executed in counterparts.(d) Severability. This Agreement shall be deemed severable, and the invalidity orunenforceability of any term or provision hereof shall not affect the validity or enforceability ofthis Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalidor unenforceable term or provision, the parties hereto intend that there shall be added as part ofthis Agreement a provision as similar in terms to such invalid or unenforceable provision as may bepossible and be valid and enforceable.[signature page follows]
 
 

 
IN WITNESS WHEREOF, the parties hereto have executed this Warrant Clarification Agreement asof the date first written above.      NATIONSHEALTH, INC.