**WHEREAS**, Lender has designated Agent as its agent to take certain actions under the LoanAgreement (as defined in the Subordination Agreement) pursuant to Section 12.12. of the LoanAgreement;**NOW, THEREFORE**, for and in consideration of the mutual promises herein contained, and for goodand valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged,the PARTIES agree as follows:1. The HILLS agree that they both will: (a) resign from their positions with the COMPANYeffective October 2, 2008 (the “Separation Date”), such that their last day on salary as activeemployees shall be October 1, 2008 and their last day as participants in the group medical plan asactive employees shall be November 30, 2008; (b) refrain from applying for or otherwise seekingemployment with the COMPANY or any of its subsidiaries or affiliates at any time in the future; (c)return all property of the COMPANY, including, but not limited to, access keys or cards, cellphones, laptop computers, printers, answering machines, modems, manuals, calculators, handbooks,files, papers, memoranda, letters, facsimiles, computer software and financial data.2. The COMPANY shall provide to MR. HILL: (a) payment of severance at an annual rate of$100,000.00 for a period of six (6) months (the “MR. HILL Severance”), starting on October 2, 2008and running through and including April 2, 2009 (the “Severance Period”); and (b) reimbursement ofcost of the premiums under COBRA, following submission of appropriate documentation, for continuedmedical coverage (at the same level coverage in place on October 1, 2008) for the months ofDecember through June 2009, provided that such payments shall cease at any such earlier time shouldMR. HILL no longer be eligible for coverage under COBRA (collectively, “MR. HILL’s SeparationBenefits”). The amount set forth in Paragraph 2(a), less applicable taxes, withholdings, andauthorized deductions, will be paid to Employee in 12 equal installments with the COMPANY’sregular, semi-monthly payroll. Each installment will be in the gross amount of $4,166.67, lessapplicable taxes, withholdings, and authorized deductions. In addition to the MR. HILL Severance,the Company shall provide to MR. HILL equal installments of $4,166.77 with the COMPANY’s regular,semi-monthly payroll for the period April 3, 2009 through and including the date of the paymentdescribed below in Section 4(a)(i), which “MR. HILL Additional Severance” shall be subject toapplicable taxes, withholdings and authorized deductions.3. The COMPANY shall provide to MS. HILL: (a) payment of severance at an annual rate of$180,000.00 for a period of six (6) months (the “MS. HILL Severance”), which shall be payableduring the Severance Period; and (b) reimbursement of cost of the premiums under COBRA, followingsubmission of appropriate documentation, for continued medical coverage (at the same level coveragein place on October 1, 2008) for the months of December 2008 through June 2009, provided that suchpayments shall cease at any such earlier time should MS. HILL no longer be eligible for coverageunder COBRA (collectively, “MS. HILL’s Separation Benefits”). The amount set forth in Paragraph3(a), less applicable taxes, withholdings, and authorized deductions, will be paid to Employee in12 equal installments with the COMPANY’s regular, semi-monthly payroll. In addition to the MS.HILL Severance, the Company shall provide to MS. HILL equal installments of $7,500.00 with theCOMPANY’sregular, semi-monthly payroll for the period April 3, 2009 through and including the date ofthe payment described below in Section 4(a)(i) through and including the date of the paymentdescribed below in Section 4(a)(i), which “MS. HILL Additional Severance” shall be subject toapplicable taxes, withholdings and authorized deductions. (The MS. HILL Additional Severance andthe MR. HILL Additional Severance shall collectively be known as the “Additional Severance.”)Furthermore, the Company shall pay to MS. HILL the amount of her attorneys’ fees associated withthe negotiation of this AGREEMENT, up to a ten thousand dollar ($10,000) cap, upon submission tothe Company of documentation of such legal fees and costs.
 
 

 
4. (a) In addition to MS. HILL’s Separation Benefits described above and in lieu of any“Earn-Out Payments” as provided for under the Purchase Agreement, the COMPANY and MS. HILL haveagreed that the COMPANY will provide her with a special distribution in the total amount of onemillion seven hundred fifty thousand dollars ($1,750,000.00) (the “Special Distribution Payments”),which shall be paid in accordance with the following schedule: (i) a three hundred thousand dollar($300,000) payment to MS. HILL on or before June 30, 2009; (ii) a three hundred thousand dollar($300,000) payment to MS. HILL on or before December 31, 2009; (iii) a three hundred thousanddollar ($300,000) payment to MS. HILL on or before June 30, 2010; (iv) a four hundred thousanddollar ($400,000) payment on or before December 31, 2010; and (v) a four hundred fifty thousanddollar ($450,000) payment on or before June 30, 2011. Each Special Distribution Payment shall bewire transferred by the COMPANY to the HILL’s bank account listed on Schedule 1, or such otheraccount as the HILLS may designate in writing to USPG from time to time. Notwithstanding theforegoing, the lump-sum payment to be made under Section 4(a)(i) shall be reduced by the amountthat is equivalent to seventy-seven percent (77%) of the Additional Severance paid to the HILLSunder Paragraphs 2 and 3 of this AGREEMENT.(b) The PARTIES agree that the payment of any Special Distribution Payment shall be subjectto the provisions of the Subordination Agreement. The PARTIES and Agent on behalf of Lender agreethat the Subordination Agreement shall be amended as follows:(i) The defined terms “Earn-Out Obligation” and “Subordinated Debt” are amended so that allreferences thereto in the Subordination Agreement shall, as the context requires, mean and refer tothe Special Distribution Payments.(ii) The defined term “SPA” is amended so that all references thereto in the SubordinationAgreement shall, as the context requires, mean and refer to, and include, this AGREEMENT.(iii) The second sentence of Section 2 of the Subordination Agreement is amended as follows:Borrower may request to make a regularly scheduled payment of Subordinated Debt by deliveringa written notice to Senior Lender of its intent to make such a payment (a “Payment Request”) atleast six (6) weeks prior to making such payment, which request shall contain (i) a statement as tothe amount of the Special Distribution Payment to be paid and (ii) a certification from anauthorized officer of Borrower that there then exists no Default or Event of Default, and no suchDefault or Event of Default would result by or fromsuch payment and that such payment will be made in compliance with the provisions of the SPAas in effect as of the date hereof (except for the date of such payment).
 
 

 
(iv) The third sentence of Section 2 of the Subordination Agreement is amended as follows:Following Borrower’s delivery of a Payment Request, Borrower may make such requested paymentof the Subordinated Debt upon its receipt of Senior Lender’s written consent thereto (a “SeniorLender Consent”), which Senior Lender Consent shall be delivered to Borrower within six (6) weeksof Senior Lender’s receipt of the Payment Request so long as no Default or Event of Default hasoccurred and is continuing, and no such Default or Event of Default would result by or from suchpayment.The PARTIES and CSF agree that, except as otherwise provided in this AGREEMENT, the SubordinationAgreement remains in full force and effect and has not otherwise been amended or modified in anyrespect, it being the intention of the PARTIES and CSF that this Section 4(b) and the SubordinationAgreement be read, construed and interpreted as one and the same instrument. The PARTIES and CSFagree that, in the event of any conflict or inconsistency between the provisions of this AGREEMENTand the Subordination Agreement, the terms of the Subordination Agreement shall govern with theSpecial Distribution Payments being Subordinated Debt thereunder.(c) The COMPANY shall deliver each Payment Request to Senior Lender on or before six (6) weeksbefore each Special Distribution Payment is due.(d) The COMPANY shall provide the HILLS with a copy of the Payment Request (contemporaneouslywith the sending of the Payment Request, provided that inadvertent failure to provide copy thereofto the HILLS shall not be a material breach of this AGREEMENT) and the Senior Lender Consent (perthe Subordination Agreement) with respect to such Special Distribution Payment on the date suchpayment is made. The HILLS acknowledge and agree that the failure of the COMPANY to provide a copyof the Payment Request or the Senior Lender Consent shall not affect any of CSF’s rights under theSubordination Agreement or the subordination of the Subordinated Debt.5. MS. HILL owns 473,933 shares of NATIONSHEALTH common stock which was issued in connectionwith the Purchase Agreement. It is the intention of the signatories hereto that all such stock (the“Shares”) shall be transferred to the COMPANY. Specifically, simultaneous with the Effective Dateof this AGREEMENT (as defined in Paragraph 15), MS. HILL shall deliver to counsel for the COMPANYall stock certificates representing all of the Shares, duly-endorsed to transfer all such Shares tothe COMPANY, which delivery process shall include MS. HILL executing the stock power documentsappended at **Appendix A**. Further, MS. HILL represents and warrants that, as of the Effective Dateof this AGREEMENT: (i) she owns all rights, title and interest in and to the Shares, (ii) she hasnot sold, transferred, assigned, pledged, hypothecated to any third party or otherwise encumberedany interest in the Shares, (iii) there is no litigation or governmental proceeding orinvestigation pending or, to the knowledge of MS. HILL, threatened against her, which may call intoquestion her ability to transfer all of the Shares to NATIONSHEALTH in accordance with this Section5, and (iv) thetransfer by MS. HILL of the Shares to NATIONSHEALTH in accordance with this Section 5 willresult in NATIONSHEALTH owning the Shares free and clear of all encumbrances and with marketabletitle. The signatories will execute all such further required documents and take all other stepsas shall be necessary to effectuate promptly at such time the transfers of the Shares, as well asto effectuate the amendment of any corporate documentation necessary to effectuate the removal ofany rights that MS. HILL might have as a stockholder of NATIONSHEALTH. The grant of stock optionsto MS. HILL on September 4, 2007 by the COMPANY shall be afforded the treatment set forth in theapplicable stock option agreement, such that Ms. Hill shall have three months from her separationfrom the COMPANY to exercise the stock options, which options shall expire at such time if theyremain unexercised.
 
 

 
6. In exchange for the consideration that the HILLS will receive under this AGREEMENT, theHILLS, on behalf of themselves, their heirs, spouses, successors, current and former agents,representatives, attorneys, assigns, executors, beneficiaries, and administrators, hereby releaseand forever discharge the COMPANY and each and all of its current and former parents, divisions,subsidiaries (including, but not limited to, Diabetes Care and Education, Inc.), affiliates,investors, lenders, predecessors, successors, assigns, officers, directors, attorneys,shareholders, agents, representatives and employees (collectively, the “COMPANY RELEASED PARTIES”)from any and all charges, complaints, claims, liabilities, obligations, promises, agreements,damages, actions, causes of action, whether accrued or to be accrued, suits, rights, demands,costs, losses, debts and expenses (including, but not limited to, any attorneys’ fees incurred bythe HILLS) of any nature whatsoever, whether in law or in equity, whether known or unknown, whichthe HILLS now have or ever may have had against the COMPANY RELEASED PARTIES, up to the date ofthis AGREEMENT including, but not limited to, any and all matters related in any way to the HILLS’employment with or resignation from the COMPANY, the Purchase Agreement, the Employment Agreement,as well as all claims under Title VII of the Civil Rights Act of 1964, the Americans withDisabilities Act, the Age Discrimination in Employment Act (including the Older Workers BenefitProtection Act), the Employee Retirement Income Security Act of 1974, the Family and Medical LeaveAct, Kentucky Civil Rights Act (Ky. Rev. Stat. § 344.010, et. seq.), Kentucky’s 1976 EqualEmployment Opportunities Act (Ky. Rev. Stat. § 207.130, et. seq.), Kentucky’s Equal Pay Law (Ky.Rev. Stat. § 337.420, et. seq.), any other federal, state or local anti-discrimination, wage oremployment-related laws and any other contractual or tort claims related in any way to the HILLS’employment with or resignation from the COMPANY, any other claims in any way related to the Sharesand any other claims for compensation, benefits or equity. Notwithstanding this foregoing, nothingin this AGREEMENT shall relieve the COMPANY of any indemnification obligations that would otherwiseexist for the HILLS in their capacity as former directors and officers of the COMPANY with respectto claims or investigations involving the activities of DCE or the COMPANY.7. In exchange for the consideration that the COMPANY will receive under this AGREEMENT, theCOMPANY, on behalf of its current and former parents, divisions, subsidiaries (including, but notlimited to, Diabetes Care and Education, Inc.), affiliates, predecessors, successors, assigns,officers, directors, attorneys, shareholders, agents, representatives and employees hereby releaseand forever discharge the HILLS on behalf ofthemselves, their heirs,spouses, successors, current and former agents, representatives, attorneys, assigns, executors,beneficiaries, and administrators, (collectively, the “HILLSRELEASED PARTIES”) from any and all charges, complaints, claims, liabilities, obligations,promises, agreements, damages, actions, causes of action, whether accrued or to be accrued, suits,rights, demands, costs, losses, debts and expenses (including, but not limited to, any attorneys’fees incurred by the COMPANY) of any nature whatsoever, whether in law or in equity, whether knownor unknown, which the COMPANY now has or ever may have had against the HILLS RELEASED PARTIES, upto the date of this AGREEMENT, including, but not limited to, any and all matters related in anyway to the HILLS’ employment with the COMPANY, the Purchase Agreement, and the EmploymentAgreement. Notwithstanding the provisions of this Section 7, nothing contained in this Section 7shall release or otherwise prevent or impair a claim preserved under Section 8 below.
 
 

 
8. (a) In further exchange for the consideration that the HILLS will receive under thisAGREEMENT, (i) MS. HILL agrees that the Covenant Not to Compete contained in Section 6(f) of theEmployment Agreement will remain in full force and effect for a period of three (3) years followingthe Separation Date. Furthermore, MS. HILL agrees that the non-disclosure and intellectualproperty protection obligations contained in Section 6(a)-(d) of the Employment Agreement willremain in full force and effect; (ii) MR. HILL agrees that the Covenant Not to Compete contained inSection 1(f) of the Non-Competition Agreement will remain in full force and effect for a period ofthree (3) years following the Separation Date; and (iii) MS. HILL agrees that the obligations underArticles 4 (Representations and Warranties Concerning the Company), 6.4 (Confidentiality), 6.5(Covenant Not to Compete or Solicit), 8.2 (Indemnification Provisions for Buyer’s Benefit), exceptthat a breach of Article II of the Purchase Agreement shall no longer form the basis of any claim,8.3 (Indemnification Provisions for Seller’s Benefit), 8.4 (Matters Involving Third Parties), 8.7(Reduction for Insurance and Third Party Payments and 8.8 (Limits on Remedies) under the PurchaseAgreement will remain in full force and effect. Furthermore, MR. HILL agrees that thenon-disclosure, intellectual property protection and other obligations contained in Section1(b)-(e) and (g-i) of the Non-Competition Agreement will remain in full force and effect.(b) The HILLS warrant, represent and acknowledge that they know of no matters, information orconcerns of any type regarding the COMPANY’s actions, policies, practices and procedures,particularly any concerns regarding regulatory compliance. The HILLS affirmatively warrant,represents and acknowledge that their execution of this Agreement reflects the fact that each ofMS. HILL and MR. HILL are not aware of any matter, information or concern that could have, orshould have, been disclosed as of the date and time of execution of this Agreement. The HILLSfurther warrant, represent and acknowledge that each has not been prevented, prohibited or in anymanner restricted by the COMPANY from making a full disclosure to the COMPANY of any and all ofregulatory concerns.9. The PARTIES agree to describe the circumstances of the HILLS’ departure from the COMPANY inaccordance with **Appendix B**.
 
 

 
10. The PARTIES agree that they and their agents will not publicize or disclose, directly orindirectly, the terms, conditions or existence of this AGREEMENT to anyone other than theirattorneys, physicians, accountants, and financial advisors. The PARTIES further agree that theywill advise any individual to whom the terms, conditions or existence of this AGREEMENT have beendisclosed (the “RECIPIENTS”) of the confidentiality requirements ofthis paragraph, will secure the agreement of all RECIPIENTS to abide by such confidentialityrequirements, and will use their best efforts to ensure that the confidentiality requirements arecomplied with in all respects. The HILLS further agree that they will not appropriate for theirown use, disclose to any third party, or authorize anyone else to disclose, unless authorized bythe President of the COMPANY in writing, any confidential information concerning matters related tothe COMPANY’s business. For purposes of this subsection, the term “Confidential Information” meansnonpublic information and proprietary information, including trade secrets, sales reports, accountfiles, customer names, customer lists, management or strategic plans, methods of doing business,contact lists, identities of vendors and contractors, pricing information, marketing strategies andliterature, employee handbooks or manuals, internal self-critical studies or analyses performed bythe COMPANY, information regarding the COMPANY’s personnel polices or actions taken, any documentwhich indicates by title or substance that it was prepared, generated or distributed by or onbehalf of the COMPANY, any other document or material reflecting internal information about theCOMPANY that is not readily available to the general public regarding the COMPANY’s operations orpolicies, or any documents or information relating to any of the above.11. This AGREEMENT shall not be construed as an admission of any sort by either of thePARTIES, nor shall it be used as evidence in a proceeding of any kind, except one in which one ofthe PARTIES alleges breach of the terms of this AGREEMENT or one in which one of the PARTIES electsto use this AGREEMENT as a defense to any claim barred by the AGREEMENT.12. The HILLS agree that they will not, directly or indirectly, make or allow or cause othersto make, whether in oral, print, electronic or other form, any statement or take any action thatreasonably could be construed to be a false, derogatory, disparaging, or misleading statement offact or a libelous or slanderous statement of or concerning: (a) the COMPANY or any of its currentand former parents, divisions, subsidiaries (including, but not limited to, Diabetes Care andEducation, Inc.), affiliates, predecessors, successors, assigns, officers, directors, attorneys,shareholders, agents, representatives or employees; or (b) any product designed, produced, or soldby the COMPANY.13. The COMPANY agrees that it will not, directly or indirectly, make or allow or cause others(including employees) to make, whether in oral, print, electronic or other form, any statement ortake any action that reasonably could be construed to be a false, derogatory, disparaging, ormisleading statement of fact or a libelous or slanderous statement of or concerning the HILLS.14. By signing this AGREEMENT, the HILLS acknowledge and agrees that: (a) they have beenafforded a reasonable and sufficient period of time of not less than twenty-one (21) days fordeliberation thereon and for negotiation of the terms thereof; (b) they have carefully read andunderstand the terms of this AGREEMENT; (c) have signed this AGREEMENT freely and voluntarily andwithout duress or coercion and with full knowledge of its significance and consequences and of therights relinquished, surrendered, released and discharged hereunder; (d) the only consideration forsigning this AGREEMENT are the terms stated herein and no other promise, agreement orrepresentation of any kind has been made to them by any person or entity whatsoever to cause themto sign this AGREEMENT; and (e) they were apprised by theCOMPANY of their right to consult with legal counsel or a representative of their choice andthey did so consult with legal counsel before signing this AGREEMENT.
 
 

 
15. The release of ADEA claims set forth in Paragraph 6 of this AGREEMENT Release may berevoked, in a writing sent to counsel for the COMPANY, Terri Chase, McDermott Will & Emery LLP, 340Madison Avenue, New York, New York 10173 at any time during the period of seven (7) calendar daysfollowing the date of execution by the HILLS. If such seven (7) day revocation period expireswithout either of the HILLS exercising his or her revocation right, the obligations of thisAGREEMENT then will become fully effective (the “Effective Date”).16. (a) The HILLS agree to make themselves reasonably available to respond to inquiries fromthe COMPANY for six months following the Separation Date. The HILLS also agree to cooperate withand assist the COMPANY, at its request, in connection with any claim or litigation arising out ofevents occurring or agreements made, during the course of their employment with DCE or the COMPANY.The HILLS acknowledge and agree that this promise to cooperate as set forth in this section is amaterial term under this AGREEMENT. Further, upon service on either of the HILLS, or anyone actingon their behalf, of any order or other legal process requiring either of the HILLS to divulgeinformation prohibited from disclosure under this AGREEMENT, the HILLS shall immediately, but inany event no later then within two business days, notify Joshua Weingard, or his successor, of suchservice and of the content of any testimony or information to be provided pursuant to such order orprocess and the HILLS shall cooperate with the COMPANY in any lawful efforts to avoid suchdisclosure.(b) The COMPANY agrees to reimburse or indemnify the HILLS for any out-of-pocket expenses,including but not limited to travel expenses, incurred in fulfilling their duties under Paragraph16(a) of this AGREEMENT.17. The HILLS agree that if it is found by a court of law that either MR. HILL or MS. HILL hasviolated any of their obligations under Paragraphs 8(a) or 10 of this AGREEMENT, they shall returnto the COMPANY the Separation Benefits and Special Distribution Payments provided for underParagraphs 2-4 of this AGREEMENT, and they shall indemnify the COMPANY from and against any and alljudgments, damages, losses, liabilities, attorneys’ fees, costs and other expenses incurred as aresult of the HILLS’ violation(s). The COMPANY agrees that if it pursues an action under thisparagraph and it is found by a court of law that neither MR. HILL nor MS. HILL has violated any oftheir obligations under Paragraphs 8(a) or 10 of this AGREEMENT, the COMPANY shall indemnify theHILLS for all attorneys’ fees, costs and other expenses incurred as a result of defending suchaction.18. The COMPANY agrees that, if it is determined by a court of law that the COMPANY breached aprovision of this AGREEMENT, then the COMPANY will indemnify the HILLS for all attorneys’ fees,costs and other expenses incurred as a result of the COMPANY’S breach of any provision of thisAGREEMENT or in any successful action by the HILLS to enforce any provision of this AGREEMENT,including but not limited to an action to enforce the Special Distribution Payments as provided inParagraph 4 of this AGREEMENT.
 
 

 
19. This AGREEMENT represents the entire agreement between the PARTIES with respect to thesubject matters addressed herein and supercedes all prior agreements between the PARTIES, whetherwritten or oral, except as set forth in Paragraph 8 of this AGREEMENT. This AGREEMENT may not bealtered or amended, except in a written document executed by the PARTIES, which documentspecifically references this AGREEMENT. Should the HILLS seek to challenge the validity of thisAGREEMENT or any provision thereof (except the HILLS’ release and waiver of claims and rights underADEA), the HILLS shall, as a pre-condition, return to the COMPANY the Separation Benefits andSpecial Distribution Payments provided for in Paragraphs 2-4 of this AGREEMENT. Further, if eitherof the HILLS assert claims against the COMPANY that are released by this AGREEMENT, the COMPANYshall be entitled to repayment of the Separation Benefits and Special Distribution Paymentsprovided for in Paragraphs 2-4 of this AGREEMENT, as well as its attorneys’ fees and costs inobtaining repayment of these sums and a dismissal of any claims filed against the COMPANY that arereleased by this AGREEMENT. Upon execution of this Agreement, MS. HILL expressly agrees that sheis not entitled to any of the “Earn-Out Payments” further described in Section 2.6 of the PurchaseAgreement.20. The PARTIES agree that a failure by any party at any time to require performance of anyprovision of this AGREEMENT shall not waive, affect, diminish, obviate or void in any way thatparty’s full right or ability to require performance of the same, or any other provisions of thisAGREEMENT, at any time thereafter.21. The terms of this AGREEMENT are the result of negotiations between the PARTIES and thereshall be no presumption that any ambiguities in the AGREEMENT should be resolved against any partyto this AGREEMENT. Any controversy concerning the construction of this AGREEMENT should be decidedneutrally in light of conciliatory purposes, and without regard to authorship.22. This AGREEMENT shall be deemed entered into and executed in the State of Florida and shallbe interpreted, enforced and governed under the laws of the State of Florida. Any recourse for anyalleged violation of any provision of this AGREEMENT shall be addressed exclusively through anaction for breach of contract in any of (i) the courts of Broward County, Florida, (ii) the U.S.District Court located in Broward County, Florida, (iii) the courts of Jefferson County, Kentucky,or (iv) the U.S. District Court located in Jefferson County, Kentucky (collectively, the“Designated Courts”), and hereby irrevocably accept the exclusive personal jurisdiction of thosecourts for the purposes of any suit, action, or proceeding. In addition, the HILLS, USPG and theCOMPANY hereby irrevocably waive, to the fullest extent permitted by law, any objection which theHILLS or the COMPANY may now or hereafter have to the laying of venue of any suit, action, orproceeding arising out of or relating to this AGREEMENT or any judgment entered by any court inrespect thereof in the Designated Courts, and hereby further irrevocably waive any claim that anysuit, action, or proceeding brought in any such court has been brought in an inconvenient forum.23. The PARTIES warrant and represent that they have read and understand the foregoingprovisions of this AGREEMENT and that they and their respective signatories are fully authorizedand competent to execute this AGREEMENT on their behalf. The HILLSfurther warrant and represent that neither of them have previously assigned or transferred anyclaims that are the subject of the release contained in Paragraph 6 herein.24. This AGREEMENT may be signed in counterparts and transmitted by facsimile or electroniccopies. A facsimile or electronic signature shall be deemed as effective as an original.
 
 

 
Executed as an agreement effective as of the provisions of Paragraph 15 of this AGREEMENT.**NATIONSHEALTH, INC.**         By: /s/ Timothy Fairbanks   April 16, 2009                 Date           **UNITED STATES PHARMACEUTICAL GROUP, LLC (“USPG”)**               By: /s/ Timothy Fairbanks   April 16, 2009                 Date           By: /s/ Susan Hill   April 16, 2009             Susan Hill   Date           By: /s/ Robert Hill   April 16, 2009             Robert Hill   Date           **Solely as to Section 4(b) above:**               **CAPITALSOURCE FINANCE LLC, AS AGENT**               By: /s/ Natasha Luddington   April 16, 2009                 Date