Exhibit
10.10

    COMMERCIAL
SUBSUBLEASE AGREEMENT

    


    THIS
SUBSUBLEASE AGREEMENT is made and entered into as of April 1, 2008, between
Masters Healthcare,
LLC., hereafter referred to as “Sublessor”  and
Healthwarehouse.Com, Inc. a Delaware Corporation, hereafter referred to as
“Sublessee”:

     

    WITNESSETH

     

    
      	
              1.

            	
              SUBLEASE
      PREMISES: In consideration of the rents, terms, provisions and covenants
      of this Sublease, Sublessor hereby
      Subleases,  lets,  and demises to Sublessee the
      following described premises:

            


    

    


    An
approximately 16,700 square foot area of building (“Building” or “Subleased
Premises”) comprising approximately 36.7% of SubSublessor’s building
(Sublessee’s Percentage) situated on +/- 2.41 acres of land located at 100
Commerce Drive, City of Loveland, Hamilton County, Ohio.

     

    
      	
              2.

            	
              INITIAL
      TERM:  Subject to and upon the conditions set forth below, the
      term of this Sublease shall commence on April 1, 2008 (Commencement Date).
      This Sublease shall terminate on the last day of March 2011. Sublessee
      shall have an option to extend lease for a term of 2 yrs. Following
      initial lease term at a rate outlined on Exhibit
  A..

            


    

    


    
      	
              3.

            	
              RENT:  (a)  Base
      Rent:   Sublessee agrees to pay monthly as Base Rental
      during the term of this Sublease the sums as indicated on the
      attached  “Rent Schedule”,  which amounts shall be
      payable to Sublessor at the address shown below on the first day of the
      month. One monthly installment of rent shall be due and payable on the
      date of execution of this Sublease by Sublessee for the first month’s rent
      and a like monthly installment shall be due and payable on or before the
      first day of each succeeding calendar month, as indicated on the Rent
      Schedule, during the demised term; provided, that if the “Commencement
      Date” should be a date other than the first day of a calendar month, the
      monthly rental set forth above shall be pro-rated to the end of that
      calendar month, and all succeeding installments of rent shall be payable
      on or before the first day of each succeeding calendar month during the
      demised term. Sublessee shall pay, as additional rental, all other sums
      due under this Sublease.

            


    

    
      	  	
              (b)

            	
              INSURANCE
      PREMIUMS:  Sublessor shall provide and Sublessee shall pay for
      the All Risk Fire and Extended Coverage Insurance for the building with
      loss of rent endorsement.

            


    

    
      
        	  	
                (c)

              	
                

                  OTHER
      CHARGES: This Sublease is an “Absolute Net Sublease” and it is the
      Sublessee’s responsibility to pay on a timely basis all costs associated
      with the use and occupancy of the Subleased Premises, including, but not
      limited to,  maintenance, and insurance. Sublessee covenants and
      agrees with Sublessor that Sublessee shall not be entitled to any
      abatement, deduction, deferment, suspension or reduction of or setoff
      against payment of Base Rent or any other amounts due Sublessor under this
      Sublease.

                

              


      

    

     

    
      	
              4.

            	
              USAGE:   Sublessee
      may use the premises for any purpose so long as it is lawful and does not
      violate any local zoning ordinances. Sublessee shall occupy the Subleased
      Premises, conduct its business and control its agents, employees, invitees
      and visitors in such a way as is lawful, reputable and will not create any
      nuisance or otherwise interfere with, annoy or disturb any adjoining
      property owner in its normal business operations or Sublessor in its
      management of the Premises.  Sublessee shall not commit, or
      suffer to be committed, any waste on the Subleased
    Premises.

            


    

    


    
      	
              5.

            	
              INSURANCE:   Use
      of Premises.  Sublessee shall not permit the Subleased Premises
      to be used in any way which would, in the reasonable opinion of Sublessor,
      be extra hazardous on account of fire or otherwise which would in any way
      increase or render void the fire insurance on the Building or any part
      thereof or any contents in the Building belonging to or used by
      Sublessor.

            


    


    
      
         


      

      
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    Sublessee
shall carry, at its expense, liability insurance on the Premises throughout the
term of this Sublease covering both Sublessee and Sublessor as named insureds
and if Sublessor elects, any owner and/or Sublessee of the land upon which the
Building is located, as an additional named insured, with terms and companies
satisfactory to Sublessor and having a combined single limit, providing both
bodily injury, including death resulting therefrom, and property damage
coverage, to the extent of $2,000,000.00, arising out of the ownership,
maintenance or use of the Subleased Premises. Sublessee shall also carry
insurance against fire and such other risks as are from time to time included in
standard extended coverage insurance, insuring the full replacement cost of all
Subleasehold improvements paid for by Sublessee, including wall coverings,
carpeting, furnishings and equipment.  All such policies shall be
cancelable only upon thirty (30) days prior written notice to Sublessee and
Sublessor.  Prior to the Commencement Date and within fifteen (15)
days prior to the expiration of each such policy, Sublessee shall furnish
Sublessor with copies of such policies or certificates evidencing that such
insurance is in full force and effect and stating the terms
thereof.

    


    
      	
              6.

            	
              UTILITY
      SERVICE:  Sublessor shall provide the normal utility service
      connection into the Subleased Premises.  Sublessee shall pay the
      cost of all utility services, including, but not limited to, all charges
      for gas, water and electricity used on the Subleased
      Premises.  Sublessee shall pay all costs caused by Sublessee
      introducing excessive pollutants or solids other than ordinary human waste
      into the sanitary sewer system, including permits, fees and charges levied
      by any governmental subdivision for any such pollutants or
      solids.  Sublessee shall be responsible for the installation and
      maintenance of any dilution tanks, settling tanks, sewer sampling devices,
      sand traps, grease traps or similar devices as may be required by any
      governmental subdivision for Sublessee’s use of the sanitary sewer
      system.  Sublessor shall not be required to pay for any utility
      services, supplies or upkeep in connection with the Subleased
      Premises.

            


    

    


    
      	
              7.

            	
              REPAIRS
      AND MAINTENANCE:  (a)  Sublessor’s Obligations
      Sublessor shall not be required to make any improvements, replacements or
      repairs of any kind or character to the Subleased Premises during the term
      of this Sublease.

            


    

    


    (b)     Sublessee
Obligations    (i)  Sublessee shall, at its own
cost and expense, maintain all parts of the Building and other Improvements on
the Subleased Premises in good repair and  condition (including all
necessary replacements), including, but not limited to, dock bumpers, pest
control and extermination, and regular removal of debris.  Sublessee
shall enter into a service contract for maintenance of the heating, ventilating
and cooling systems with a qualified mechanical contractor providing for
complete maintenance service at six (6) month intervals. (ii) Sublessee shall
not allow any damage to be  committed on any portion of the Subleased
Premises, and at the termination of this Sublease, by lapse of time or
otherwise, Sublessee shall deliver the Subleased Premises to Sublessor in as
good conditions as existed at the Commencement Date of this Sublease, ordinary
wear and tear excepted.  The cost and expense of any repairs necessary
to restore the condition of the Subleased Premises shall be borne by Sublessee,
and if Sublessor undertakes to restore the Subleased Premises it shall have a
right of prompt reimbursement against Sublessee.

    


    
      	
              8.

            	
              COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS:  Sublessee, at Sublessee’s
      expense, shall comply with all laws, ordinances, orders, rules,
      regulations and other requirements of state, federal, municipal or other
      agencies or bodies having jurisdiction relating to the use, condition and
      occupancy of the Subleased Premises.  Sublessee shall not erect
      any exterior signs without the prior written approval of Sublessor. This
      clause shall except any condition which existed prior to commencement of
      Sublease Agreement.

            


    

    


    
      	
              9.

            	
              ALTERATIONS
      AND IMPROVEMENTS:  Sublessee shall not make or allow to be made
      any alterations or physical additions in or to the Subleased Premises
      without first obtaining the written consent of Sublessor which shall not
      be unreasonably withheld.  Any alterations, physical additions
      or improvements to the Subleased Premises made by Sublessee shall at once
      become the property of Sublessor and shall be surrendered to Sublessor
      upon the termination of this Sublease.  Any improvements not
      approved by Sublessor, may require Sublessee to remove any physical
      additions and/or repair any alterations in order to restore the Subleased
      Premises to the condition existing at the time Sublessee took possession,
      all costs of removal and/or alterations to be borne by
      Sublessee.  This clause shall not apply to moveable equipment or
      furniture owned by Sublessee which may be removed by Sublessee at the end
      of the term of this Sublease, so long as Sublessee is not in default of
      this Sublease.

            


    


    
      
         


      

      
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              11.

            	
              LIENS:   Sublessee
      shall not permit any lien or claim for any lien of any mechanic, laborer
      or supplier or any other lien to be filed against the Building, the land
      on which the Building is located, the Subleased Premises, or any part
      thereof arising out of work performed, or alleged to have been performed
      by, or at the direction of, or on behalf of Sublessee.  If any
      such lien or claim for lien is filed, Sublessee, within 30 days, either
      shall have such lien or claim for lien reSubleased of record or shall
      deliver to Sublessor either:  (i)  a bond form,
      content, amount, and issued by surety satisfactory to Sublessor,
      indemnifying Sublessor and others designated by Sublessor against all
      costs and liabilities resulting from such lien or claim for lien and the
      foreclosure or attempted foreclosure thereof, or
      (ii)  endorsements to the title policies of Sublessor and
      Sublessor’s mortgagee “Insuring Over” such liens satisfactory to Sublessor
      and Sublessor’s mortgagee, respectively.  If Sublessee
      fails  to have such lien or claim for lien so reSubleased or to
      deliver such a bond or title endorsements to Sublessor, Sublessor, without
      investigating the validity of such lien, may pay or discharge the same and
      Sublessee shall reimburse Sublessor upon demand for the amount so paid by
      Sublessor, including Sublessor’s expenses and attorney’s
    fees.

            


    

    


    
      	
              12.

            	
              CONDEMNATION:  (a)  Substantial
      Taking  If, during the term (or any extension or renewal) of
      this Sublease, all or a substantial part of the Subleased Premises are
      taken for any public or quasipublic use under any governmental law,
      ordinance or regulation, or by right of eminent domain or by purchase in
      lieu thereof, and such taking or purchase would prevent or materially
      interfere with the use of the Subleased Premises for the purpose for which
      they are then being used, this Sublease shall terminate and the rent shall
      be abated during the unexpired portion of this Sublease effective on the
      date physical possession is taken by the condemning
      authority.  Sublessee shall have no claim to the condemnation
      award or any part thereof, unless some portion of the award is
      specifically allocated to Sublessee.  Sublessee can pursue its
      own claims.

            


    

    


    (b)  Partial
Taking  In the event a portion of the Subleased Premises shall be
taken for any public or quasi-public use under any governmental law, ordinance
or regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Sublease is not terminated as provided in subparagraph
(a)  above, Sublessor may, at Sublessor’s sole risk and expense,
restore and reconstruct the Building and other Improvements on the Subleased
Premises to the extent necessary to make it reasonably
tenantable.  The rent payable under this Sublease during the unexpired
portion of the term shall be adjusted to such an extent as may be fair and
reasonable under the circumstances.  Sublessee shall have no claim to
the condemnation award or any part thereof.  Sublessee can pursue its
own claims against the condemning authority.

     

    
      	
              13.

            	
              FIRE
      AND CASUALTY:  (a)  Substantial
      Damage   If the Subleased Premises should be totally
      destroyed by fire or other casualty, or if the Subleased Premises should
      be so damaged so that rebuilding cannot reasonably be completed
      within  two hundred seventy five  (275) days after the
      date of written notification by Sublessee to Sublessor of the destruction,
      this Sublease shall terminate, and if such damage shall not have been
      caused by the fault or neglect of Sublessee, its agents, employees,
      invitees, or those for whom Sublessee is responsible, the rent shall be
      abated for the unexpired portion of the Sublease, effective as of the date
      of the written notification.

            


    

    


    
      	
            	
              (b)

            	
              Partial
      Damage  If the Subleased Premises should be partially damaged by
      fire or other casualty, and rebuilding or repairs can reasonably be
      completed within two hundred seventy five (275) working days from the date
      of written notification by Sublessee to Sublessor of the destruction, this
      Sublease shall not terminate, but  Sublessor may proceed with
      reasonable diligence to rebuild or repair the Building or other
      improvements to substantially the same conditions in which they existed
      prior to the damage.  If the Subleased Premises are to be
      rebuilt or repaired and are untenantable in whole or in part following the
      damage, and the damage or destruction was not caused or contributed to by
      act or negligence of Sublessee, its agents, employees, invitees or those
      for whom Sublessee is responsible, the rent payable under this Sublease
      during the period for which the Subleased Premises are untenantable shall
      be adjusted to such an extent as may be fair and reasonable under the
      circumstances and mutually agreed upon by both the Sublessee and
      Sublessor.  In event that Sublessor fails to complete the
      necessary repairs or rebuilding within two hundred ninety (290) working
      days from the date of written notification by Sublessee to Sublessor of
      the destruction (the “Guaranteed Completion Date”), Sublessee may at its
      option terminate this Sublease by delivering written notice of termination
      to Sublessor within ten (10) days after the Guaranteed Completion Date,
      whereupon all rights and obligations under this Sublease shall cease to
      exist.

            


    

     

    
      
         


      

      
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              14.

            	
              WAIVER
      OF SUBROGATION:  Anything in this Sublease to the contrary
      notwithstanding, to the extent that Sublessor or Sublessee shall be or
      have the right to be reimbursed by insurance, Sublessor and Sublessee
      hereby reSublease each other of and from any and all rights of recovery,
      claim, action or cause of action, against each other, their agents,
      officers and employees, for any loss or damage that may occur to the
      Subleased Premises, improvements to the Building of which the Subleased
      Premises are a part, or personal property (Building Contents) within the
      Building, by reason of fire or the elements regardless of cause or
      origin.  Because this paragraph will  preclude the
      assignment of any claim mentioned in it by way of subrogation or otherwise
      to an insurance company or any other person, each party to this Sublease
      agrees immediately to give to each insurance company which has issued to
      it policies of insurance covering all risk of direct physical loss,
      written notice of the terms of the mutual waivers contained in this
      paragraph,  and to have the insurance
      policies  properly endorsed, if necessary, to prevent the
      invalidation of the insurance coverages by reason of the mutual waivers
      contained in this paragraph.

            


    

    


    
      	
              16.

            	
              HOLD
      HARMLESS:  Sublessor shall not be liable to Sublessee’s
      employees, agents, invitees, licensees or visitors, or to any other
      person, for any injury to person or damage to property on or about the
      Subleased premises caused by the negligence or misconduct of Sublessee,
      its agents, servants or employees, or of any other person entering upon
      the Subleased Premises under express or implied
      authority.  Sublessee agrees to indemnify and hold harmless
      Sublessor of and from any loss, attorney’s fees, expenses or claims
      arising out of any such damage or
injury.

            


    

    


    
      	
              17.

            	
              QUIET
      ENJOYMENT:  Sublessor warrants that it has full right to execute
      and to perform this Sublease and to grant the estate demised and
      that  Sublessee, upon payment of the required rents and
      performing the terms, conditions, covenants and agreements contained in
      this Sublease, shall peaceably and quietly have, hold and enjoy the
      Subleased Premises during the full term of this Sublease as well as any
      extension or renewal thereof.  Sublessor shall not be
      responsible for the acts or omissions of any other Sublessee or third
      party that may interfere with Sublessee’s use and enjoyment of the
      Subleased Premises.

            


    

    


    
      	
              18.

            	
              SUBLESSOR’S
      RIGHT OF ENTRY:  Sublessor shall have the right, upon 24 hours
      prior notice, at all reasonable hours, to enter the Subleased Premises for
      the following reasons:  inspection; cleaning or making repairs;
      showing the Subleased Premises to prospective tenants or purchasers;
      making alterations or additions as Sublessor may deem necessary or
      desirable; determining Sublessee’s use of the Subleased Premises, or
      determining if an act of default under this Sublease has
      occurred.  Sublessee may escort Sublessor or its agents while on
      Sublease Premises.

            


    

     

    20.          DEFAULT
BY SUBLESSEE:  The following shall be deemed to be Events of Default
by Sublessee under this Sublease:

    


    
      	
            	
              (a)

            	
              Abandonment.   Sublessee
      shall abandon any substantial portion of the Subleased
      Premises;

            


    

    
      	
            	
              (b)

            	
              Other
      Defaults.   Sublessee shall fail to comply with any term,
      provision or covenant of this Sublease, other than the payment or rent,
      and the failure is not cured within ten (10) days after written notice to
      Sublessee (if Sublessee is pursuing cure, Sublessor shall allow a
      reasonable amount of time for Sublessee to cure such
    default;

            


    

    
      	
            	
              (c)

            	
              Bankruptcy  Sublessee
      shall file a petition or be adjudged bankrupt or
      insolvent  under the National Bankruptcy Act, as amended, or any
      similar law or statute of the United States or any state; or a receiver or
      trustee shall be appointed for all or substantially all of the assets of
      Sublessee; or Sublessee shall make a transfer in fraud of creditors or
      shall make an assignment for benefit of
  creditors;

            


    

    
      	
            	
              (d)

            	
              Liens   Sublessee
      shall do or permit to be done any act which results in a lien being filed
      against the Subleased Premises.

            


    

    


    
      	
              21.

            	
              REMEDIES
      FOR SUBLESSEE’S DEFAULT:  Upon the occurrence of any event of
      default set forth in this Sublease, Sublessor shall have the option to
      pursue any rights granted under Ohio
Law.

            


    


    
      
         


      

      
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              22.

            	
              WAIVER
      OF DEFAULT OR REMEDY:  Failure of Sublessor to declare an event
      of default immediately upon its occurrence, or delay in taking any action
      in connection with an event of default, shall not constitute a waiver of
      the default, but Sublessor shall  have the right to declare the
      default at any time and take such action as is lawful or authorized under
      this Sublease.  Pursuit of remedy set forth in Paragraph 21
      above shall not preclude pursuit of any one or more of the other remedies
      provided elsewhere in this Sublease or provided by law, nor shall pursuit
      of any remedy provided constitute forfeiture or waiver of any rent or
      damages accruing to Sublessor by reason of the violation of any of the
      terms, provisions or covenants of this Sublease.  Failure by
      Sublessor to enforce one or more of the remedies provided upon an event of
      default shall not be deemed or construed to constitute a waiver of the
      default or of any other violation or breach of any of the terms,
      provisions covenants contained in this
Sublease.

            


    

    


    
      	
              23.

            	
              ACTS
      OF GOD:  Sublessor shall not be required to perform any covenant
      or obligation in this Sublease, or be liable in damages to Sublessee, so
      long as the performance or non-performance of the covenant or obligation
      is delayed, caused by or prevented by an Act of God or Force
      Majeure.

            


    

    


    
      	
              24.

            	
              ATTORNEY’S
      FEES:  Sublessee shall pay upon demand, all costs and expenses,
      including attorney’s fees, incurred by Sublessor in enforcing the
      observance and performance by Sublessee of all covenants, conditions and
      provisions of this Sublease or resulting from default under this
      Sublease.

            


    

    


    
      	
              25.

            	
              SURRENDER
      OF PREMISES:  Upon expiration or termination of this Sublease or
      termination of Sublessee’s right of possession of the Subleased Premises,
      Sublessee shall vacate the Subleased premises.  Sublessee shall
      immediately deliver possession thereof to Sublessor in a clean, good and
      tenantable condition, ordinary wear and tear accepted.  Upon any
      termination, Sublessee shall be entitled to remove from the Subleased
      Premises all movable personal property of Sublessee’s provided Sublessee
      immediately shall repair all damage resulting from such removal and shall
      restore the Subleased Premises to tenantable condition.  In the
      event possession of the Subleased Premises is not immediately delivered to
      Sublessor or if Sublessee shall fail to remove all of Sublessee’s movable
      property as aforesaid, Sublessor may remove any of such property therefrom
      without any liability to Sublessee.  All movable property which
      may be removed from the Subleased Premises by Sublessor shall be
      conclusively presumed to have been abandoned by Sublessee and title
      thereto shall pass to Sublessor without any cost or credit therefore and
      Sublessor may at its option and at Sublessee’s expense, store and/or
      dispose of such property.

            


    

    


    
      	
              26.

            	
              HOLDING
      OVER:  In the event of holding over by Sublessee after the
      expiration or termination of this Sublease, the hold over shall be as a
      tenant at will and all of the terms  and provisions of this
      Sublease shall be applicable during that period.  Sublessee
      shall pay Sublessor as rental for the period of such hold over an amount
      equal to one and one-half (1-1/2) of the rent which would have been
      payable by Sublessee had the hold over period been a part of the original
      term of this Sublease.  Sublessee agrees to vacate and deliver
      the Subleased Premises to Sublessor upon Sublessee’s receipt of notice
      from Sublessor to vacate.  The rental payable during the hold
      over period shall be payable to Sublessor on demand.  No holding
      over by Sublessee, whether with or without consent of Sublessor, shall
      operate to extend this Sublease except as otherwise expressly
      provided.

            


    

    


    
      	
              27.

            	
              RIGHTS
      OF FIRST MORTGAGEE:  Sublessee accepts this Sublease subject and
      subordinate to any recorded first mortgage or deed of trust lien presently
      existing or hereafter created upon the Subleased
      Premises.  Sublessor is hereby irrevocably vested with full
      power and authority to subordinate Sublessee’s interest under this
      Sublease to any first mortgage or deed of trust lien hereafter placed on
      the Subleased Premises, and Sublessee agrees upon demand to execute
      additional instruments subordinating this Sublease as Sublessor may
      require. If the interests of Sublessor under this Sublease shall be
      transferred by reason of foreclosure or other proceedings for enforcement
      of any first mortgage or deed of trust on the Subleased Premises,
      Sublessee shall be bound to the transferee (sometimes called the
      “Purchaser”), at the option of the Purchaser, under the terms, covenants
      and conditions of this Sublease for the balance of the term remaining, and
      any extensions or renewals,  with the same force and effect as
      if the Purchaser were Sublessor under this Sublease, and, if requested
      by  the Purchaser, Sublessee agrees to attorn to the Purchaser,
      including the first mortgagee under any such mortgage if it be the
      Purchaser,  as its Sublessor. The transfer of any interest of
      Sublessor under this Sublease shall not diminish Sublessee’s rights under
      the Sublease as long as it is not in default
  hereunder.

            


    


    
      
         


      

      
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              28.

            	
              SUCCESSORS:  Subject
      to Paragraphs 19 and 21, this Sublease shall be binding upon and insure to
      benefit of Sublessor and Sublessee and their respective heirs, personal
      representatives, successors and assigns, and if Sublessor’s interest in
      the Subleased Premises cease to exist for any reason during the term of
      this Sublease, then notwithstanding the happening of such
      event  this Sublease nevertheless shall remain unimpaired and in
      full force and effect and Sublessee hereunder agrees to attorn to the then
      owner of the Subleased Premises.

            


    

    


    
      	
              29.

            	
              RENT
      TAX:  If applicable in the jurisdiction where the Subleased
      Premises are situated, Sublessee shall pay and be liable for all rental,
      sales and use taxes or other similar taxes, related to the Subleased
      Premises, levied or imposed by any city, state, or county or other
      governmental body having authority, such payments are to be in addition to
      all other payments required to be paid to Sublessor by Sublessee under the
      terms of this Sublease.  Any such payment shall be paid
      concurrently with the payment of the rent upon which the tax is based as
      set forth above.

            


    

    


    
      
        	
                30.

              	
                

                  DEFINITIONS:  The
      following definitions apply to the terms set forth below as used in this
      Sublease:

                

              


      

      
        	  	
                (a)

              	
                “Abandon”  means
      the vacating of all or a substantial portion of the Subleased Premises by
      Sublessee, whether or not Sublessee is in default of the rental payments
      due under this Sublease.

              


      

    

    
      	  	
              (b)

            	
              An
      “Act of God” or “Force Majeure” is defined for purposes of this Sublease
      as strikes, lockouts, sit-downs, material or labor restrictions by any
      governmental authority, unusual transportation delays, riots, floods,
      washouts, explosions, earthquakes, fire, storms, weather (including wet
      ground or inclement weather which prevents construction), acts of the
      public enemy, wars, insurrections and any other cause not reasonably
      within control of Sublessor and which by the exercise of due diligence
      Sublessor is unable, wholly or in part, to prevent or
      overcome.

            


    

    
      	  	
              (c)

            	
              “Square
      Feet” or “Square Foot” as used in this Sublease includes the area
      contained within the space occupied by
  Sublessee.

            


    

    
      	  	
              (d)

            	
              “Working
      days” as used in this Sublease means Monday through Friday, excluding
      national banking holidays.

            


    

    


    
      	
              32.

            	
              MISCELLANEOUS:  The
      captions, headings, and titles appearing in this Sublease are inserted
      only as a matter of convenience and in no way define, limit, construe or
      describe the scope or intent of such paragraph.  If any
      provision of this Sublease or the application thereof to any person or
      circumstance shall be invalid or unenforceable to any  extent,
      the remainder of this Sublease and the application of such provision to
      other persons or circumstances shall not be affected thereby and shall be
      enforced to the greatest extent permitted by
  Law.

            


    

    


    
      	
              33.

            	
              NOTICE
      AND PAYMENTS:  (a)  Payments by
      Sublessee  All rent and other payments required to be made by
      Sublessee shall be payable to Sublessor at the address set forth
      below.

            


    

    


    
      	
            	
              (b)

            	
              Payments
      by Sublessor  All payments required to be made by Sublessor to
      Sublessee shall be payable to Sublessee at the address set forth below, or
      at any other address with the United States as Sublessee may specify from
      time to time by written notice.

            


    

    
      	
            	
              (c)

            	
              Notice  Any
      notice or document required or permitted to be delivered by this Sublease
      shall be deemed to be delivered (whether or not actually received) when
      deposited in the Untied States Mail, postage prepaid, certified mail,
      return receipt requested, addressed to the parties at the respective
      addresses set out below:

            


    

    


    
      
        
          
            
              
                	
                        SUBLESSEE:

                      	 
      	
                        SUBLESSOR:

                      
	
                        Healthwarehouse.Com,
      Inc.

                      	 
      	
                        Masters
      Healthcare, LLC.

                      
	
                        100
      Commerce Dr.

                      	 
      	
                        100
      Commerce Blvd.

                      
	
                        Cincinnati,
      OH 45140

                      	 
      	
                        Cincinnati,
      Ohio 45140

                      
	 	 	 


              

            

          

        

      

    

    


    or to
such other address as Sublessor or Sublessee may specify by a notice given in
the foregoing manner.  All notices, demands,  and requests
shall be effective upon being deposited in the United States Mail. However, the
time period in which a response to any such notice, demand or request must be
given shall commence to run from the date of receipt on the return receipt of
the notice , demand or request by the addressee thereof.  Rejection or
other refusal to accept or the inability to deliver because of changed address
of which no notice was given shall be deemed to be receipt of the notice, demand
or request sent.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
              34.

            	
              SEVERABILITY:  If
      any provision of this Sublease shall be held invalid or unenforceable by
      any court of competent jurisdiction, such holding shall not validate or
      render unenforceable any other provision
hereof.

            


    

    


    
      	
              37.

            	
              APPLICABLE
      LAW:   This Sublease shall be governed by the applicable
      laws of the State of Ohio.

            


    

    


    
      
        	
                38.

              	
                SUBLESSEE
      COVENANTS:  Sublessee agrees, covenants, represents and warrants
      that:

              


      

    

    
      
        	  
    	
                1)

              	
                as
      of the date of execution hereof, Sublessee is not in default of any of its
      obligations or agreements with its
creditors.

              


      

    

    
      	
                 
      

            	
              2)

            	
              upon
      request, Sublessee will provide Sublessor financial information or
      sureties satisfactory to Sublessor and Sublessor’s first
      mortgagee.

            


    

    


    
      	
              39.

            	
              ENTIRE
      AGREEMENT AND LIMITATION OF WARRANTIES.  IT IS EXPRESSLY AGREED
      BY SUBLESSEE, AS A MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS
      SUBLEASE, THAT THIS SUBLEASE, WITH THE SPECIFIC REFERENCES TO WRITTEN
      EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF THE
      PARTIES;  THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS,
      WARRANTIES, UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES
      PERTAINING TO THIS SUBLEASE OR THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC
      DOCUMENTS NOT INCORPORATED IN WRITING IN THIS
      SUBLEASE.  SUBLESSOR AND SUBLESSEE EXPRESSLY AGREE THAT THERE
      ARE AND SHALL BE NO IMPLIED WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY
      SET FORTH IN THIS SUBLEASE.  IT IS LIKEWISE AGREED THAT THIS
      SUBLEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR EXTENDED EXCEPT BY AN
      INSTRUMENT IN WRITING SIGNED BY BOTH SUBLESSOR AND
    SUBLESSEE.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          Witnesseth:

                        	 
      	
                          SUBLESSOR:

                        	 
	 
      	 
      	 
      	 
	 
      	 
      	
                          Masters
      Healthcare, LLC.

                        	 
	 
      	 
      	 
      	 
	 
      	 
      	
                          /s/ Dennis B. Smith

                        	 
	 
      	 
      	
                          Authorized
      Member

                        	 


                

              

            

          

        

      

    

    


    
      
        
          
            
              
                	
                        Witnesseth:

                      	 
      	
                        SUBLESSEE:

                      	 
	 	 	 	 
	
                          
      

                      	 
      	
                        Healthwarehouse.Com,
      Inc.

                      	 
	 
      	 
      	 
      	 
	
                          
      

                      	 
      	
                        /s/ Lalit Dhadphale

                      	 
	 
      	 
      	
                        President
      & CEO

                      	 


              

            

          

        

      

    

    


    
      
        	
                STATE
      OF

              	
                )

              	 
      
	
                COUNTY
      OF

              	
                )

              	 
      


      

    

    


    I HEREBY
CERTIFY, that on this ___ day of ___________, 2006, before me the subscriber, a
Notary Public of the State of __________, in and for said County of
____________, aforesaid personally appeared __________________, the
__________________ of the Sublessee in the foregoing Sublease, who being duly
authorized by its Board of Directors and acting in order to and with the express
intent of binding said corporation acknowledged the signing of the foregoing
Sublease Agreement as the free and voluntary corporate act of Sublessee and the
free and voluntary act and deed of said officers for and on behalf of said
corporation for the uses and purposes therein mentioned.

    IN
TESTIMONY WHEREOF, I hereunto set my hand and official seal at
____________________, ____________________.

    


    
      
        
          	
                    
      

                	 
      
	
                  Notary
      Public

                	 
      


        

      

    

    


    
      
        	
                STATE
      OF

              	
                )

              	 
      
	
                COUNTY
      OF

              	
                )

              	 
      


      

    

    


    I HEREBY
CERTIFY, that on this ____ day of __________,  2006, before me the
subscriber, a Notary Public of the State of Ohio, in and for said County of
Hamilton, aforesaid personally appeared _______________, the ___________________
of the Sublessor in the foregoing Sublease, who acknowledged the signing of the
foregoing Sublease Agreement as his free and voluntary act for the uses and
purposes therein mentioned.

    IN
TESTIMONY WHEREOF, I hereunto set my hand and official seal at
____________________, ____________________.

    


    
      
        
          
            	
                     
      

                  	 
      
	
                    Notary
      Public

                  	 
      


          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    EXHIBIT
A

    BASE
RENT SCHEDULE

    FOR

    COMMERCIAL
SUBLEASE AGREEMENT

     

    Monthly
Payments due on the first of the month in the amount specified
below.

    


    
      
        
          
            	
                    April
      1, 2008 through July 31, 2008

                  	 	$	0.00	 
	 
      	 	 	 	 
	
                    August
      1, 2008 through March 31, 2011

                  	 	$	5,566.67	 
	 
      	 	 	 	 
	
                    Option
      for Leasee:

                  	 	 	 	 
	
                    April
      1, 2011 through March 31, 2013

                  	 	$	6,262.50	 


          

        

      

    

    


    
      
        
          
            	 
      	
                    SUBLESSOR:

                  
	 
      	 
      
	 
      	
                    /s/ Dennis B. Smith

                  
	 
      	
                    Authorized
      Member

                  
	 
      	 
      
	 
      	
                    SUBLESSEE:

                  
	 	 
	 
      	
                    /s/ Lalit Dhadphale

                  
	 
      	
                    President
      & CEO

                  


          

        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    FIRST

    AMENDMENT

    TRIPLE
NET

     

    LEASE
AGREEMENT

    


    This
first amendment to the Triple Net Lease Agreement  (the “Amendment”)
(“Lease”) is entered into ___ day of June 2009 by and between Masters
Healthcare, LLC. an Ohio limited liability company (“SubLessor”), and
Healthwarehouse.com,
Inc. a Delaware corporation (“SubLessee”), and each of their respective
successors and assigns.

    


    NOW
THEREFORE, intending to be legally bound as follows:

    


    Section 2
of the agreement is hereby restated in it’s entirety as follows:

    


    
      	
               
      

            	
              2.

            	
              Term
      and Rent. The term of this Lease shall begin on June 1, 2009
      (“Commencement Date”), and shall continue until March 31, 2011 with
      an option to renew for an additional two years (See attachment A). Lessee
      shall pay, without notice or demand therefore, annual base rent in the
      amount of $113,000.00, in twelve equal
      monthly installments of $9,416.67, without offset, unless noted
      herein to the contrary, on or before the first day of each month during
      the Lease term. Any rent due under this Lease shall be deemed past due for
      purposes hereof on the tenth (10th)
      day after the due date thereof, and shall incur a monthly service charge
      in the amount of five percent (5%) of the amount so due to cover Lessor’s
      additional administrative expenses, which service charge shall be
      additional rent and shall be due and payable by Lessee to Lessor along
      with the payment of past due rent. Rent shall be payable at Lessor’s
      address set forth below or such other place as Lessor shall designate by
      written notice.

            


    

    


    THIS
AMENDMENT is a continuation of the original agreement. Both the Lessor and
Lessee remain legally bound by all sections not amended in this
agreement.



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Lessor and Lessee have caused this amendment to be executed
in counterparts, each executed copy to be considered an original, upon the
1st
day of June 2006.

    


    
      
        	 
      	
                SUBLESSOR:

              
	 
      	 
      
	 
      	
                Masters
      Healthcare, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Dennis B. Smith

              
	 
      	 
      	
                Dennis
      B. Smith, Authorized Member

              
	 
      	 
      	 
      
	 
      	
                SUBLESSEE:

              
	 
      	 
      
	 
      	
                Healthwarehouse.com,
      Inc.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Lalit Dhadphale

              
	 
      	 
      	
                Lalit
      Dhadphale, CEO and President

              


      

    

    


    STATE
OF OHIO

    COUNTY
OF HAMILTON

    


    The foregoing instrument was
acknowledged before me this ___ day of________, 2009, by Dennis B. Smith, the
authorized member of Masters Healthcare, LLC, an Ohio limited liability company,
on behalf of the company.

    


    
      
        
          
            
              	 
      	 
      	 
	 
      	
                      Notary
      Public

                    	 


            

          

        

      

    

    


    The
foregoing instrument was acknowledged before me this ___ day of________, 2009,
by Lalit Dhadphale, the CEO and President of Healthwarehouse.com, Inc.. a
Delaware corporation, on behalf of the corporation.

    


    
      
        
          
            
              	 
      	 
      	 
	 
      	
                      Notary
      Public

                    	 


            

          

        

      

    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    BASE
RENT SCHEDULE

    FOR

    COMMERCIAL
LEASE AGREEMENT

     

    Monthly
Payments due on the first of the month in the amount specified
below.

    


    
      
        
          
            	
                    June
      1, 2009 through March 31, 2011

                  	 	$	9,416.67	 
	 
      	 	 	 	 
	
                    Option
      for SubLease:

                  	 	 	 	 
	
                    April
      1, 2011 through March 31, 2013

                  	 	 	10,593.75	 


          

        

      

    

    


    
      
        	 
      	
                SUBLESSOR:

              
	 
      	 
      
	 
      	
                Masters
      Healthcare, LLC.

              
	 
      	 
      
	 
      	
                /s/ Dennis B. Smith

              
	 
      	
                Dennis
      B. Smith – Authorized Member

              
	 
      	 
      
	 
      	
                SUBLESSEE:

              
	 
      	 
      
	 
      	
                Healthwarehouse.com,
      Inc.

              
	 
      	 
      
	 
      	
                /s/ Lalit Dhadphale

              
	 
      	
                Lalit
      Dhadphale – CEO &
President

              


      

    

     

    
      
        
        

      

      
        12