Exhibit 10.1

FIRST AMENDMENT AND WAIVER

FIRST AMENDMENT AND WAIVERdated as of August 26, 2002 to the First Amended and Restated Credit Agreement
dated as of April 11, 2002 (the "Credit Agreement") among Caremark Rx, Inc., a Delaware corporation (the
"Borrower"); the banks, financial institutions and other institutional lenders parties to the Credit Agreement as lenders (the
"Lenders"); J.P. Morgan Securities Inc., as the Syndication Agent; Wachovia Bank National Association, as the Documentation Agent; Banc of America
Securities LLC, as the Lead Arranger, and Bank of America, N.A., as the Initial Issuing Bank, as the Swing Line Bank and as the Administrative Agent. Capitalized terms not otherwise defined in this
Amendment and Waiver have the same meanings as specified therefor in the Credit Agreement.

PRELIMINARY STATEMENTS

(1)  The
Borrower has requested the Lenders to amend certain terms of the Credit Agreement and to waive compliance by the Borrower with certain terms of the Credit Agreement,
in each case as hereinafter set forth.

(2)  The
Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrower and the Borrower and the Lenders have agreed to amend
the Credit Agreement and to waive compliance with the Credit Agreement, in each case as hereinafter set forth.

NOW, THEREFORE,in consideration of the premises and of the mutual covenants and the agreements contained herein, the parties hereto
hereby agree as follows:





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IN WITNESS WHEREOF,the parties hereto have caused this Amendment and Waiver to be executed by their respective officers, thereunto duly
authorized, as of the date first written above.

| |  | THE BORROWER     
| |  | -----------------
| |  | CAREMARK RX, INC.
| |  | By               
| |  | Name:            
| |  | Title:           

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CONSENT TO AMENDMENT AND WAIVER

Reference is made to the First Amendment and Waiver dated August 26, 2002 (the "Amendment and Waiver") to
the First Amended and Restated Credit Agreement dated as of April 11, 2002 (the "Credit Agreement") among Caremark Rx, Inc., a Delaware
corporation; the banks, financial institutions and other institutional lenders parties to the Credit Agreement as lenders; J.P. Morgan Securities Inc., as the Syndication Agent; Wachovia Bank National
Association, as the Documentation Agent; Banc of America Securities LLC, as the Lead Arranger and Bank of America, N.A., as the Initial Issuing Bank, as the Swing Line Bank and as the Administrative
Agent.

Each
of the undersigned, as a guarantor under the Amended and Restated Subsidiaries Guarantee dated as of April 11, 2002 (the "Subsidiaries
Guarantee") in favor of the Guaranteed Parties (as defined in the Subsidiaries Guarantee), hereby consents to the execution and delivery of the Amendment and Waiver and the
performance of the Credit Agreement, as amended and otherwise modified thereby, and hereby confirms and agrees that, notwithstanding the effectiveness of such Amendment and Waiver, the Subsidiaries
Guarantee is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed, except that each reference in the Subsidiaries Guarantee to
"the Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and otherwise modified by the Amendment and Waiver.

This
Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same Consent. Delivery of an executed counterpart
of a signature page to this consent by telecopier shall be effective as delivery of a manually executed counterpart of this Consent.

This
Consent shall be governed by, and construed in accordance with, the laws of the State of New York.

| |  | CAREMARK INTERNATIONAL INC.
| |  | ---------------------------
| |  | By                         
| |  | Name:                      
| |  | Title:                     
| |  |                            
| |  | CAREMARK INC.              
| |  | By                         
| |  | Name:                      
| |  | Title:                     
| |  | CHOICE SOURCE, INC.        
| |  | By                         
| |  | Name:                      
| |  | Title:                     

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| |  | CHOICE SOURCE, A.M., INC.                       
| |  | ------------------------------------------------
| |  | By                                              
| |  | Name:                                           
| |  | Title:                                          
| |  | CHOICE SOURCE CARIBBEAN, INC.                   
| |  | By                                              
| |  | Name:                                           
| |  | Title:                                          
| |  | CHOICE SOURCE THERAPEUTIC OF OKLAHOMA, INC.     
| |  | By                                              
| |  | Name:                                           
| |  | Title:                                          
| |  | CHOICE SOURCE THERAPEUTIC SOUTH, INC.           
| |  | By                                              
| |  | Name:                                           
| |  | Title:                                          
| |  | CHOICE SOURCE THERAPEUTIC OF HOUSTON TEXAS, INC.
| |  | By                                              
| |  | Name:                                           
| |  | Title:                                          
| |  | CHOICE SOURCE NORTHWEST, INC.                   
| |  | By                                              
| |  | Name:                                           
| |  | Title:                                          

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