**Exhibit 10.37**
**EMPLOYMENT AGREEMENT**
THIS EMPLOYMENTAGREEMENT (the “Agreement”) made as of December 26, 2006 (the“Effective Date”), by and between NationsHealth, Inc., a Delawarecorporation (the “Company”), and Joshua B. Weingard (the“Employee”).
**W I T N E S S E T H**:
**WHEREAS**, theCompany wishes to employ the Employee as Executive Vice President, Chief LegalOfficer and Secretary on the terms and conditions set forth in this Agreement;and
**WHEREAS**, theEmployee is willing to accept such employment on such terms and conditions;
**NOW, THEREFORE**,in consideration of the premises and of the mutual promises, representationsand covenants herein contained, the parties hereto agree as follows:
**1.         ****SCOPEOF EMPLOYMENT**
(a)**         **TheCompany hereby agrees to employ the Employee, upon the terms and conditionsherein set forth, to perform such duties as may be determined and assigned tothe Employee by the Board of Directors of the Company (the “Board”)and the Chief Executive Officer of the Company (the “CEO”). TheEmployee hereby accepts such employment, subject to the terms and conditionsherein set forth. The Employee shall have the title of Executive VicePresident, Chief Legal Officer and Secretary. While serving as Executive VicePresident, Chief Legal Officer and Secretary**,**the Employee shall havethe customary duties and authority of such position. The Employee shall not beemployed by any other organization during the term of this Agreement.Notwithstanding the foregoing, for a period of six months following theEffective Date, Employee may perform services as an independent contractor tohis former employer during non-business hours.
(b)**         **Byexecuting this Agreement, each party represents to the other that it isauthorized to enter into this Agreement and that it is not under any legalrestriction or other impediment that would prevent it from fully dischargingits responsibilities and obligations under this Agreement. Without limiting therepresentation in the preceding sentence, the Employee acknowledges that theCompany contracts with agencies of the federal government and of certain stategovernments, and the Employee confirms that, to the best of theEmployee’s knowledge, the Employee’s prior conduct and previousemployment will not prevent the Employee from providing the servicescontemplated by this Agreement or impair the Company’s ability to complywith or enter into such government contracts.

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**2.          ****TERM**
(a) **         **TheEmployee’s employment under this Agreement shall be for a three-year termbeginning on the Effective Date until December 26, 2009 (“theTerm”). The Term shall automatically renew thereafter for successiveone-year periods beginning on the third anniversary and each subsequentanniversary of the Effective Date (each renewal term also a “Term”for the purposes of this Agreement), unless: (i) the Company provideswritten notice of non-renewal to the Employee at least one hundred and twenty(120) days before the next renewal date, or (ii) the Employeeprovides written notice of non-renewal to the Company at least one hundred andtwenty (120) days before the next renewal date.
(b) **         **TheAgreement may be terminated before the end of the current Term as follows:
(i)**         **by the Company forCause (as hereinafter defined);
(ii)**         **by the Companywithout Cause. For purposes hereof, Employee shall be deemed terminated by theCompany without Cause if the Employee terminates employment for Good Reason (ashereinafter defined);
(iii)**         **in the event ofthe Company’s dissolution or liquidation;
(iv)**         **by the Employeefor any reason;
(v)**         **in the event ofthe death of the Employee; or
(vi)**         **in the event ofthe Disability of the Employee (as hereinafter defined).
(c) **         **Forpurposes hereof, “Cause” shall mean, and be limited to, thefollowing: (i) the Employee’s willful commission of acts ofdishonesty in connection with the Employee’s position; (ii) theEmployee’s willful failure or refusal to perform the essential duties ofthe Employee’s position or to adhere to any written Company policy;(iii) the Employee’s conviction of, or plea of guilty or *nolocontendere*to, (x) a felony, or (y) a misdemeanor involvingfraud, dishonesty, embezzlement, or theft; or (iv) the Employee’sbreach of the representation in Section 1(b) or of any of the provisionscontained in Section 7 of the Agreement. The Company shall provide theEmployee with written notice describing any event or condition that gives theCompany Cause for termination. If, with the agreement of the Board or the CEO(which shall not be unreasonably withheld), the Employee cures an eventdescribed in clause (ii) or (iv) within thirty (30) days afterreceiving such notice, there shall be no termination for Cause.
(d) **         **Forpurposes hereof, the term “Good Reason” shall mean any one or moreof the following events unless the Employee specifically agrees in writing thatsuch event shall not be Good Reason:
(i)**         **the assignment toEmployee by the Board of Directors or CEO of duties materially inconsistentwith the duties associated with the position described in Section 1(a);
(ii)**         **a material changein the nature or scope of Employee’s authority from those applicable tohim as Executive Vice President, Chief Legal Officer and Secretary;

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(iii)**         **material acts orconduct on the part of the Company or its officers and representatives whichhave as their purpose forcing the resignation of the Employee or preventing theEmployee from performing the Employee’s duties and responsibilitiespursuant to this Agreement;
(iv)**         **a material breachby the Company of any material provision of this Agreement (including, but notlimited to, failure of the Company to pay any amount, or to provide anybenefit, pursuant to the provision of Sections 3 and 4 hereof); or
(v)**         **theEmployee’s involuntary termination without Cause or Employee’svoluntary termination for any reason on or after a Change in Control (ashereinafter defined).
The Employee shallprovide the Company with written notice describing any event or condition thatgives the Employee Good Reason for termination. If the Company cures the samewithin thirty (30) days after receiving such notice, there shall be notermination for Good Reason.
(e) **         **Forpurposes hereof, the term “Disability” shall mean the inability ofthe Employee, due to illness, accident, or any other physical or mentalincapacity, to perform the Employee’s duties in a normal manner for(i) a period of four (4) consecutive months or (ii) six(6) months (with each month being composed of 31 consecutive days) duringany twelve (12) consecutive month period. The Disability of the Employeeshall be determined by a medical doctor approved by the Company. The Employeeshall submit to a reasonable number of examinations by the medical doctormaking the determination of Disability, and the Employee hereby authorizes thedisclosure and release to the medical doctor of all supporting medical records.
(f) **         **Inthe event of a termination of the Agreement for a reason other than death orDisability, the Employee agrees to cooperate with the Company in order toensure an orderly transfer of the Employee’s duties and responsibilities.
**3.          ****COMPENSATION**
(a) **         **HiringBenefits. The Board of Directors, or its authorized designee, has approved,and the Company agrees to provide, the Employee with an award of 75,000 sharesof restricted Common Stock, $0.0001 par value per share (the “CompanyRestricted Stock”), effective as of the Employee’s first day ofemployment with the Company. The Company Restricted Stock will vest based onthe Employee’s continued service with the Company from the date of grantthrough each anniversary of the Employee’s first day of employment withthe Company (a “Vesting Date”), as follows: 25% on the date that is12 months from the Effective Date, and an additional 12.5% each six monthsthereafter, provided that the Employee is still employed by the Company on eachvesting date. The Company Restricted Stock shall be subject to the terms of theNationsHealth, Inc. 2005 Long Term Incentive Plan (the “Plan”), theRestricted Stock agreement between the Company and Employee, and the additionalvesting conditions set forth in this Agreement.

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(b) **         **AnnualSalary. The Company agrees to pay the Employee, and the Employee agrees toaccept, in payment for services to be rendered by the Employee hereunder, aminimum base salary of $225,000.00 per annum (the “Annual Salary”).The Annual Salary shall be payable in equal periodic installments, not lessfrequently than monthly, less such sums as may be required to be deducted orwithheld under the provisions of federal, state or local law. The Companyagrees to review the Annual Salary once a year (or at such other time as theCompany and Employee mutually agree), for adjustment based on theEmployee’s performance; provided, however, that(i) failure on the part of the Company to make such annual review shallnot constitute breach of this Agreement; and (ii) no such adjustment shallbe effective to reduce the Annual Salary below $225,000.00 per annum. For allpurposes under this Agreement, the term “Annual Salary” shall referto the Employee’s base salary as in effect from time to time.
(c) **         **AnnualBonus. In addition to the Employee’s salary, the Employee shall beeligible to receive an annual bonus if performance goals established by theCompany are satisfied. The Employee’s annual bonus opportunity may beprovided under the terms of an annual incentive compensation plan administeredon behalf of the Company or by the independent directors who are members of thecompensation committee of the Board (the “Compensation Committee”).The Employee’s target bonus for 2006 will be 50% of Annual Salary, basedon Employee’s performance between the Employee’s first day ofemployment with the Company and December 31, 2006, but will be calculatedas if Employee had started work on July 1, 2006 and shall be paid at thesame time other senior executives receive their 2006 bonuses.
(d) **         **EquityCompensation Plan. Employee shall be considered for equity compensationawards as determined by the Compensation Committee or its delegate.
**4.          ****FRINGEBENEFITS, REIMBURSEMENT OF EXPENSES, ETC.**
(a) **         **TheEmployee shall be entitled to paid vacation, holidays, and sick leave benefitsin accordance with the Company’s policies for employees of similar rankand tenure.
(b) **         **TheEmployee and the Employee’s family shall be entitled to medical insuranceand Employee shall be entitled to disability insurance from the Company inaccordance with the Company’s policies. Such coverages shall be fullypaid by the Company.
(c) **         **TheCompany agrees to pay up to $10,000 per year toward premiums or to reimbursethe Employee for premiums for life or disability, as directed by Employee.
(d) **         **Exceptas provided in Section 15, the Company agrees to pay, or promptlyreimburse the Employee for, any reasonable and necessary expense incurred bythe Employee in performing the Employee’s duties for the Company duringthe Term of this Agreement; provided, however, that the Employee furnishesappropriate documentation for such expenses in accordance with theCompany’s practices and procedures.
(e) **         **TheEmployee shall be entitled to participate in such retirement plans, if any, asthe Company offers to employees of similar rank and tenure, both definedcontribution and defined benefit, qualified and non-qualified, in accordancewith the Company’s policies.

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**5.          ****TERMINATIONBENEFITS**
In addition to thebenefits described under the Agreement that survive the expiration ortermination of the Agreement, the following benefits will be paid on account ofthe expiration or termination of the Agreement for the following reasons:
(a) **         **Upontermination of the Employee’s employment by the Company for Causepursuant to Section 2(b)(i), by the Employee for other than Good Reason orupon the Employee’s death, or by either party through non-renewal at theend of the current Term, the Company shall pay to the Employee or theEmployee’s beneficiaries, as the case may be, immediately after the dateof termination, an amount equal to the sum of the Employee’s accruedAnnual Salary and any bonus that has been awarded and approved for payment tothe Employee, but only to the extent that such Annual Salary and bonus(i) have been fully earned but not yet paid, and (ii) are not subjectto a deferral election or deferral requirement that has become irrevocable(collectively, the “Accrued Compensation”). Any Annual Salary orbonus that is subject to an irrevocable deferral election or requirement shallbe paid in accordance with the terms of the deferred compensation arrangement.
(b) **         **Upontermination of the Employee’s employment (x) by the Company withoutCause or for Disability or (y) by the Employee for Good Reason, Employeeshall be entitled to the Employee’s Accrued Compensation (as defined inSection 5(a)). Upon execution of a general release agreement in a formreasonably acceptable to the Company, in addition to the Accrued Compensation,Employee shall be entitled to all of the following benefits:
(i)**         **Unless theEmployee is a “specified employee” within the meaning of section409A of the Internal Revenue Code (determined using any identification datedesignated by the Company in accordance with section 409A), the Company shallpay to the Employee, commencing immediately after the date of termination, acontinuation of the Employee’s Annual Salary for twelve months, paid inaccordance with the Company’s normal payroll cycles (as in effect on theEmployee’s termination date).  If the Employee is a “specifiedemployee” within the meaning of section 409A, the Company shall makeseverance payments equal to twelve months’ Annual Salary, as follows:
 (A) on the first regular pay date following the six-month anniversary of thedate of termination, the Company shall provide to the Employee a lump-sumpayment in an amount equal to six months’ Annual Salary; and
 (B) in accordance with the Company’s standard payroll practices, theCompany shall provide the Employee with continuation of his Annual Salary forsix months, starting on the first regular pay date following the six-monthanniversary of the date of termination.

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(ii)**         **The Company shallcontinue the Employee and the Employee’s family’s medical coveragedescribed in Section 4(b), above, at the expense of the Company, duringthe 12-month period that the Employee and his family are eligible to receivecoverage under Consolidated Omnibus Budget Reconciliation Act of 1985(“COBRA”); commencing immediately after the date of termination;provided, however, that such Company-paid medical coverage shall immediatelyterminate if the Employee becomes covered (either before or after the date ofthe Employee’s termination from the Company) by another employer grouphealth plan or by Medicare. When the Company-paid medical coverage described inthe preceding sentence terminates at or before the end of the 12-month periodcommencing immediately after the date of termination, the Employee and anyqualified beneficiary may continue group health coverage for the remainder, ifany, of the period during which the Employee or the Employee’sbeneficiaries are eligible to receive coverage under the COBRA, provided thatthe Employee or qualified beneficiary pays the applicable COBRA premium forsuch coverage.
(iii)**         **the Company shallfully vest any outstanding stock options or restricted stock previously grantedto the Employee.
(c) **         **Ifthe Employee is still employed by the Company upon a Change in Control, at thetime of the Change in Control the Company shall fully vest a total of 37,500shares (including all shares previously vested) of the initial award of CompanyRestricted Stock granted to the Employee under Section 3(a), above. Theremaining unvested shares of the initial award of Company Restricted Stockshall vest nine months after the Change in Control, provided that the Employeeis still employed by the Company on the vesting date. If the Employee isterminated without Cause or resigns for Good Reason during the nine-monthperiod following a Change in Control, the remaining unvested shares of theinitial award of Company Restricted Stock shall vest pursuant toSection 5(b)(iii), above. At the time of the Change in Control, theCompany shall fully vest any outstanding stock options previously granted tothe Employee, regardless of whether the Employee’s employment with theCompany terminates after the Change in Control.
(d) **         **Forpurposes of this Agreement, a “Change in Control” means any of thefollowing events:
(i)**         **any person orgroup (within the meaning of Section 13(d)(3) of the Securities ExchangeAct of 1934, as amended (“Exchange Act”)), other than RGGPLS, asubsidiary of the Company, or any employee benefit plan (or any related trust)of the Company or a subsidiary of the Company, becomes, after August 30,2004, the beneficial owner (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) of 75% or more of the common stock of the Company; or

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(ii)**         **approval by themajority of the stockholders of the Company of either of the following andconsummation of same:
 (A) a merger, reorganization, consolidation, business combination or similartransaction (any of the foregoing, a “Merger”) as a result of whichthe persons who were the respective beneficial owners of the outstanding commonstock immediately before such Merger are not expected to beneficially own,immediately after such Merger, directly or indirectly, more than 50% of thecommon stock and the combined voting power of the then outstanding votingsecurities of the corporation or other entity resulting from such Merger insubstantially the same proportions as immediately before such Merger, or
 (B) a plan or agreement for the sale or other disposition of all orsubstantially all of the assets of the Company.
(iii)**         **Notwithstandingthe foregoing, there shall not be a Change in Control if, in advance of suchevent, the Employee agrees in writing that such event shall not constitute aChange in Control.
(e) **         **Ifthis Agreement is terminated because of Employee’s death,Employee’s initial award of Company Restricted Stock granted underSection 3(a), above, shall be fully vested.
(f) **         **TheCompany’s obligations under this Section 5 shall survive theexpiration or termination of this Agreement.
**6.** **         ****COMPLIANCEWITH CODE SECTION 409A.**This Agreement is intended to comply with theapplicable requirements of Code section 409A and its corresponding regulationsand related guidance, and shall be administered in accordance with section 409Ato the extent section 409A applies. Notwithstanding anything in this Agreementto the contrary, to the extent that Code section 409A applies to payments underSection 5, or any other section, of this Agreement, such payments may onlybe made in a manner permitted by section 409A.

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**7.** **NONDISCLOSURE, INTELLECTUAL PROPERTY PROTECTION NON-SOLICITATION AND NON-COMPETE OBLIGATION**
(a) **         **Definitions of Protectible Information
(i)**         **“Intellectual Property” means all rights, title, andinterests of every kind and nature whatsoever, whether now known or unknown, inand to any intellectual property, including without limitation any ideas,inventions (whether or not patentable), designs, improvements, discoveries,innovations, patents, trademarks, service marks, trade dress, trade names,trade secrets, works of authorship, copyrights, films, audio and video tapes,other audio and visual works of any kind, scripts, sketches, models, formulas,tests, analyses, software, firmware, computer processes, computer and otherapplications, creations, properties, and any documentation or othermemorialization containing or relating to the foregoing, in each casediscovered, invented, created, written, developed, taped, filmed, furnished,produced, or disclosed by or to Employee in the course of rendering services tothe Company shall, as between the parties hereto, be and remain the sole andexclusive property of the Company for any and all purposes and uses whatsoever,and the Employee and the Employee’s successors and assigns shall have noright, title or interest of any kind or nature therein or thereto, or in or toany results and proceeds therefrom. The Company shall have all rights, titleand interest in such Intellectual Property, whether such Intellectual Propertyis conceived by Employee alone or with others and whether conceived duringregular working hours or other hours.
(ii)**         **“Confidential Information” means any and all knowledgeand information relating to the business and affairs of the Company, itsproducts, processes and/or services and its customers, prospects, suppliers,creditors, shareholders, contractors, agents, consultants and employees(“Related Persons”), that is or is intended by any of them to be ofa confidential nature, including, but not limited to, any and all knowledge andinformation relating to products, research, development, inventions,manufacture, purchasing, accounting, finances, costs, profit margins,marketing, merchandising, selling, customer lists, customer requirements,salary and personnel, pricing, pricing methods, computer programs and software,databases and data processing and any and all other such knowledge, informationand materials conceived, designed, created, used or developed by or relating tothe Company or any Related Person. However, Confidential Information does notinclude any information that may be in the public domain or come into thepublic domain not as a result of a breach by the Employee of any of the termsor provisions of this Agreement.
(b) **         **EmployeeAcknowledgements.
(i)**         **The Employeeacknowledges that: (a) during the Term and as a part of theEmployee’s employment, the Employee shall be afforded access toConfidential Information and Intellectual Property (as defined herein);(b) public disclosure or utilization of such Confidential Information orIntellectual Property could have an adverse effect on the Company and itsbusiness; and (c) the non-disclosure provisions of this Agreement arereasonable and necessary to prevent the improper use or disclosure ofConfidential Information or Intellectual Property.

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(ii)**         **The Employeeacknowledges that: (a) the Company’s business is national in scopeand its products are marketed throughout the United States; (b) theCompany competes with other businesses that are or could be located in any partof the United States; (c) the Company provides resources and training tothe Employee on its products and processes that is available only to employeesand cannot be acquired outside of the Company; and (d) the non-compete andnon-solicitation provisions of this Agreement are reasonable and necessary toprotect the Company’s goodwill with its customer base, its investment inits employees and its interests in its Intellectual Property and ConfidentialInformation.
(c) **         **ObligationsRegarding Intellectual Property.
(i)**         **The Employeeacknowledges and agrees that all copyrightable works included in the definitionof Intellectual Property shall be “works made for hire” within themeaning of the Copyright Act of 1976, as amended (17 U.S.C. §101) (the“Act”), and that the Company is to be the “author”within the meaning of the Act. The Employee acknowledges and agrees that allIntellectual Property is the sole and exclusive property of the Company. In theevent that title to any or all of the Company’s Intellectual Propertydoes not or may not, by operation of law, vest in Company, the Employee herebyassigns to Company, all of the Employee’s rights, title and interests inall Intellecutal Property and all copies relating to such IntellectualProperty, in whatever medium fixed or embodied, and in all writings relatingthereto in the Employee’s possession or control. The Employee expresslywaives any rights in any Intellectual Property or any such work made for hire.
(ii)**         **The Employeeagrees not to file any patent, copyright or trademark applications relating toany Intellecutal Property. The Employee agrees to assist the Company whetherbefore or after the termination of employment, in perfecting, registering,maintaining, and enforcing, in any jurisdiction, the Company’s rights inits Intellecutal Property by performing promptly all acts and executing alldocuments deemed necessary or convenient by the Company.
(iii)**         **If the Company isunable, after duly reasonable effort, to secure the Employee’s signatureon any such documents, the Employee hereby irrevocably designates and appointsthe Company and its duly authorized officers and agents as the Employee’sagent and attorney-in-fact, to do all lawfully permitted acts (including butnot limited to the execution, verification and filing of applicable documents)with the same legal force and effect as if performed by the Employee.
(d) **         **ObligationsRegarding Confidential Information.
(i)**         **During the Termand thereafter, the Employee agrees that the Employee will not: (a) use orpermit the use of any Confidential Information, however acquired, except asnecessary within the scope of employment with the Company to perform theEmployee’s duties; (b) duplicate or replicate or cause or permitothers to duplicate or replicate any document or other material in any mediumembodying any Confidential Information, except as necessary in connection withthe Employee’s employment with the Company; or (c) disclose orpermit the disclosure of any Confidential Information to any person outside theCompany, without the prior written consent of the President or CEO of theCompany.

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(ii)**         **The Employeeacknowledges that the Company owns all rights, title and interest in and to theConfidential Information. The Employee acquires hereunder no rights, title orinterest in any Confidential Information.
(iii)**         **The Employeeagrees that the Employee shall not remove from the Company’s premises(except to the extent such removal is for purposes of the performance of theEmployee’s duties at home or while traveling, or except as otherwisespecifically authorized by the Company), any Confidential Information orCompany property (e.g., computers, cell phones, memoranda, office supplies,software, etc). Upon termination of this Agreement by either party, or upon therequest of the Company during the Term, the Employee shall return to theCompany all of the Confidential Information and Company property in theEmployee’s possession or subject to the Employee’s control, and theEmployee shall not retain any copies of such items. Upon request, the Employeewill execute a sworn statement attesting that the Employee has complied withall of the terms of this provision.
(e) **         **NoOutstanding Obligations. The Employee hereby represents and warrants that:(a) the Employee’s performance of the terms of this Agreement and asan employee of the Company will not breach any confidentiality or otheragreement that the Employee entered into with former employers or otherentities, and (b) the Employee is not bound by any agreement, either oralor written, that conflicts with this Agreement.
(f) **         **CovenantNot to Compete. The Employee hereby agrees that, during the Term and for aperiod of one (1) year following the termination of the Employee’semployment with the Company (the “Post-Employment RestrictedPeriod”), the Employee shall not engage or invest in, own, manage,operate, finance, control or participate in the ownership, management,operation, financing or control of, be employed by, lend the Employee’sname to, lend the Employee’s credit to or render services or advice toany business that competes with the business then being conducted by theCompany or that had been conducted by the Company within the prior twelve(12) months, provided, however, that the Employee maypurchase or otherwise acquire up to three percent of any class of securities ofany enterprise if such securities are listed on any national or regionalsecurities exchange or have been registered under Section 12(g) of theSecurities Exchange Act of 1934, as amended.
(g) **         **Non-Solicitation.The Employee agrees that, during the Term and for the Post-EmploymentRestricted Period, the Employee shall not, directly or indirectly, solicitbusiness of the same or similar type being carried on by the Company during theEmployee’s employment with the Company from any person or entity that wasa customer of the Company during the Employee’s employment with theCompany, where the Employee either had personal contact with such person orentity during and by reason of the Employee’s employment with the Companyor supervised the individual(s) who had responsibility for maintaining thecustomer’s relationship with Company.

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(h) **         **NoRaiding. The Employee agrees that, during the Term and for thePost-Employment Restricted Period, the Employee shall not, directly orindirectly, solicit, recruit, employ or otherwise engage as an employee,independent contractor or advisor or attempt to solicit, recruit, employ orotherwise engage as an employee, independent contractor or adviser, any personwho is or was an employee or independent contractor of the Company at any timeduring the Employee’s last twenty-four (24) months of employmentwith the Company, or in any manner induce or attempt to induce any person whois or was an employee or independent contractor of the Company during theEmployee’s last twenty-four (24) months of employment with theCompany to terminate that person’s relationship with the Company.
(i) **         **Non-Disparagement.The Employee hereby agrees that the Employee will not directly or indirectlydisparage the Company or disseminate, or cause or permit others to disseminate,negative statements regarding the Company or any other employee, officer,director or agent of the Company. Notwithstanding the foregoing, the Employeeis not hereby barred or restricted from exercising any right of speech orexpression protected by applicable federal, state or local law from restrictionby the Company.
(j) **         **EmploymentRelationship. Nothing in this Agreement shall be construed to preventEmployee from seeking or holding employment or a consulting relationship afterEmployee’s term of employment, with any person, firm, corporation, orother entity, which is not in competition with the business of the Company asdefined in this Section 7 of the Agreement.
**8.          ****ENFORCEMENTAND REMEDIES**
(a) **         **Enforcement.It is the desire and intent of the parties hereto that the provisions of thisAgreement shall be enforced to the fullest extent permissible under the lawsand public policies applied in each jurisdiction in which enforcement issought. Accordingly, although the Employee and the Company consider therestrictions contained in this Agreement to be reasonable for the purpose ofpreserving the Company’s goodwill and proprietary rights, if anyparticular provision of this Agreement shall be adjudicated to be invalid orunenforceable, such provision shall be deemed amended to delete the portionthus adjudicated to be invalid or unenforceable, such deletion to apply onlywith respect to the operation of such provision in the particular jurisdictionin which such adjudication is made. It is expressly understood and agreed thatalthough the Company and the Employee consider the restrictions contained inSection 7 to be reasonable, if a final determination is made by a court ofcompetent jurisdiction that the time or territory or any other restrictioncontained in this Agreement is unenforceable against the Employee, theprovisions of this Agreement shall be deemed amended to apply as to suchmaximum time and territory and to such maximum extent as such court mayjudicially determine or indicate to be enforceable.
(b) **         **Remedies;Survival. The parties acknowledge that the Company’s damages at lawwould be an inadequate remedy for the breach by the Employee of any provisionof Section 7, and agree in the event of such breach that the Company mayobtain temporary and permanent injunctive relief restraining the Employee fromsuch breach, and, to the extent permissible under the applicable statutes andrules of procedure, a temporary injunction may be granted immediately upon thecommencement of any such suit. Nothing contained herein shall be construed asprohibiting the Company from pursuing any other remedies available at law orequity for such breach or threatened breach of Section 7, or for anybreach or threatened breach of any other provision of this Agreement. Theobligations contained in Section 7 shall survive the termination or expirationof the Employee’s employment with the Company and, as applicable, shallbe fully enforceable thereafter in accordance with the terms of this Agreement.

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(c) **         **Arbitration.The parties agree that any claim, controversy, or dispute between Employee andthe Company (including without limitation Company’s affiliates, officers,employees, representatives, or agents) arising out of or relating to thisAgreement, other than a dispute concerning the breach or threatened breach ofSection 7 of this Agreement, shall be submitted to and settled byarbitration before a single arbitrator in a forum of the American ArbitrationAssociation (“AAA”) located in Broward County in the State ofFlorida and conducted in accordance with the National Rules for the Resolutionof Employment Disputes. In such arbitration: (a) the arbitrator shallagree to treat as confidential evidence and other information presented by theparties to the same extent as Confidential Information under this Agreementmust be held confidential by the Employee, (b) the arbitrator shall haveno authority to amend or modify any of the terms of this Agreement, and(c) the arbitrator shall have ten business days from the closingstatements or submission of post-hearing briefs by the parties to render theirdecision. All AAA-imposed costs of said arbitration, including thearbitrator’s fees, if any, shall be borne by Company. All legal feesincurred by the parties in connection with such arbitration shall be borne bythe party who incurs them, unless applicable statutory authority provides forthe award of attorneys’ fees to the prevailing party and thearbitrator’s decision and award provides for the award of such fees. Anyarbitration award shall be final and binding upon the parties, and any courthaving jurisdiction may enter a judgment on the award. The foregoingrequirement to arbitrate claims, controversies, and disputes applies to allclaims or demands by Employee, including without limitation any rights orclaims the Employee may have under the Age Discrimination in Employment Act of1967, Title VII of the Civil Rights Act of 1964, the Americans withDisabilities Act of 1991, the Equal Pay Act, the Family and Medical Leave Act,or any other federal, state or local laws or regulations pertaining toEmployee’s employment or the termination of Employee’s employment.
**9.          ****WITHHOLDING**
The Company shallwithhold such amounts from any compensation or other benefits payable to theEmployee under this Agreement on account of payroll and other taxes as may berequired by applicable law or regulation of any governmental authority.
**10.          ****ENTIREAGREEMENT**
This Agreementcontains the entire understanding between the parties hereto and supersedes allother oral and written agreements or understandings between them. All previousoral or written agreements between the parties hereto shall be deemed to havebeen completely fulfilled by both parties and shall be superseded by thisAgreement. No modification or addition hereto or waiver or cancellation of anyprovision shall be valid except by a writing signed by the party to be chargedtherewith.

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**11.          ****SUCCESSORSAND ASSIGNS**
This Agreement shallbe binding upon, and shall inure to the benefit of, the parties hereto andtheir heirs, successors, assigns and personal representatives. As used herein,the successors of the Company shall include, but not be limited to, anysuccessor by way of merger, consolidation, sale of all or substantially all ofits assets, or similar reorganization. In no event may the Employee assign anyduties or obligations under this Agreement. It is expressly agreed for purposesof this Agreement that the spouse and children of the Employee shall bethird-party beneficiaries of the Employee under this Agreement and shall beentitled to enforce the rights of the Employee hereunder in the event of theEmployee’s death or Disability.
**12.          ****CONTROLLINGLAW**
The validity andconstruction of this Agreement or of any of its provisions shall be determinedunder the laws of Florida, without giving effect to any choice of law orconflict of law provision or rule that would cause the application of the lawsof any jurisdiction other than Florida. The invalidity or unenforceability ofany provision of this Agreement shall not affect or limit the validity andenforceability of the other provisions hereof.
**13.          ****COUNTERPARTS**
This Agreement may beexecuted in one or more counterparts, each of which shall be deemed an originaland all of which together shall constitute one and the same instrument.
**14.          ****HEADINGS**
The headings hereinare inserted only as a matter of convenience and reference, and in no waydefine, limit or describe the scope of this Agreement or the intent of anyprovisions thereof.
**15.          ****INDEMNIFICATION**
The Company shallindemnify and hold the Employee harmless from and against all claims,investigations, actions, awards, and judgments, including costs andattorneys’ fees, incurred by the Employee in connection with acts ordecisions made by the Employee in good faith in the Employee’s capacityas an Employee of the Company, so long as the Employee reasonably believed thatthe acts or decisions were in the best interests of the Company and (withrespect to any criminal action) the Employee had no reason to believe theEmployee’s conduct was unlawful. The Company further agrees to pay thereasonable expenses of private counsel or investigators incurred inrepresenting the Employee in any audit, inquiry, regulatory review, or similaraction or proceeding covered by this indemnification. The Company shall notsettle anyClaim or action or pay any award or judgment against the Employeewithout the Employee’s prior written consent, which shall not beunreasonably withheld. The Company may obtain coverage for the Employee underan insurance policy covering the employees of the Company against claims setforth herein if such coverage is possible at a reasonable cost, provided,however, it is understood and agreed that the Company’s obligation toindemnify the Employee as set forth in this Section 15 shall not beaffected by the Company’s ability or inability to obtain insurancecoverage.

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**IN WITNESSWHEREOF**, the parties have duly executed this Agreement as of the date andyear first above written.
WITNESS:
NATIONSHEALTH INC.
  **/**s/ TimothyFairbanks                                  
By:  **/**s/ Glenn M. Parker,M.D.