Medical Claims Servicing Agreement


    Exhibit
      10.4

    MEDICAL
      CLAIMS

    SERVICING
      AGENCY AGREEMENT

     

    THIS
      MEDICAL CLAIMS SERVICING AGENCY AGREEMENT
      (the
“Agreement”)
      is
      entered into as of the 17th
      day
      of
April,
      2007
      ("Effective
      Date"),
      by
      and between HEALTHCARE
      CLAIMS MANAGEMENT CORPORATION,
      a
      Georgia Corporation (“Servicer”),
      and
PARK
      INFUSION SERVICES, LP,
      formerly known as PARK
      INFUSION SERVICES, LP,
      d/b/a
PARK
      INFUSION CARE, PARK
      INFUSIONCARE OF DALLAS, LP,
      a Texas
      Limited Partnership, PARK
      INFUSIONCARE OF HOUSTON, LP,
      a Texas
      limited partnership and PARK
      INFUSIONCARE OF SAN ANTONIO, LP,
      a Texas
      limited partnership (together, jointly and severally, the “Provider”).
      

     

    RECITALS

     

    WHEREAS,
      Provider is engaged in the business of providing healthcare services to the
      public; and

     

    WHEREAS,
      Servicer is engaged in the business of providing claim production, processing
      and reporting services with respect to receivables arising from the provision
      of
      healthcare services and the sale of related goods and equipment;
      and

     

    WHEREAS,
      Provider desires to retain Servicer as its agent under this agreement for the
      purpose of providing claim, processing and reporting services for payment of
      Claims (as defined below) from Obligors (as defined below) as provided by the
      terms and conditions herein;

     

    AGREEMENT

     

    NOW,
      THEREFORE, for the consideration stated herein and other good and valuable
      consideration, the parties agree as follows:

     

    1.  AGENCY;
      SCOPE OF SERVICES.

     

    (a)  Provider
      hereby appoints Servicer as its agent with respect to all claims for payment
      on
      all of Provider's Healthcare Receivables (as defined below) against Obligors
      (the “Claims”),
      with
      power to pursue all rights and remedies of Provider against Obligors and the
      right to endorse and deposit all checks and instruments received in connection
      with such Claims as provided herein, and Provider agrees to execute all
      documents reasonably requested by Servicer to effect such agency and to appoint
      Servicer as Provider's attorney-in-fact for such purposes.

     

    (b)  With
      respect to Healthcare Receivables subject to this Agreement, and in providing
      the services specified herein, Servicer shall act only as the agent of Provider.
      The specific services Servicer agrees to provide shall include the following
      with respect to all of Provider’s Healthcare Receivables:

     

    (i)  Servicer
      shall provide telephone support to assist Provider in the initial electronic
      interface.

     

    (ii)  Servicer
      shall input all Healthcare Receivables information into its system and post
      all
      payments into its system to track all Provider’s Healthcare Receivable activity.
      Servicer will receive from Provider, and Provider agrees to timely furnish
      to
      Servicer, all electronic files submitted to or received from any Obligor for
      Healthcare Receivables tracking purposes, including, but not limited to, claim
      files and ERA payment files. 

     


    
      
        
        

      

      
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    (iii)  Servicer
      agrees to deliver to Provider, at intervals mutually agreed to by Servicer
      and
      Provider, reports related to Provider’s Healthcare Receivables, including, but
      not limited to, reports relating to ineligible accounts, unbilled revenue
      reports, aging reports and such additional reporting as may be mutually agreed
      to by the parties.

     

    (iv)  Servicer
      shall retrieve and maintain all payment information regarding Claims submitted
      by Provider.

     

    (c)  Upon
      the
      initiation of the relationship with Provider, Provider and Servicer shall design
      a workflow for all operational procedures between the parties. Said procedures
      shall hereafter be referred to as the “Agreed
      Upon Procedures”
and
      are
      attached hereto as Exhibit A. Provider agrees to perform all duties relating
      to
      Provider in the Agreed Upon Procedures in a manner consistent with said
      procedures. 

     

    Notwithstanding
      anything contained herein to the contrary, Provider shall be responsible for
      collecting amounts due on any unpaid Claim unless Provider has requested that
      Servicer provide such service with regard to such Claim; provided, however,
      that
      in the event Provider is not taking reasonable measures to collect amounts
      due
      on an unpaid Claim, in Servicer's sole reasonable opinion, Servicer may, but
      shall not be obligated to, take all reasonable measures on Provider's behalf
      to
      collect such Claim and shall charge Provider accordingly. 

     

    For
      purposes of this Agreement: 

     

    (i)  “Collections”
means
      the amounts received or deemed received by Servicer with respect to a Healthcare
      Receivable.

     

    (ii)  “Governmental
      Obligor”
means
      the United States, any State, any political subdivision of a State and any
      agency or instrumentality of the United States or any State, political
      subdivision or fiscal intermediary thereof which is obligated to make any
      payments with respect to Medicare or Medicaid Receivables or with respect to
      Healthcare Receivables representing amounts owing under any other program
      established by federal or state law which provides for payments for healthcare
      services to be made to Providers of such services (including, without
      limitation, CMS and the program set forth in Title 38 U.S.C. Section
      1713).

     

    (iii)   “Governmental
      Receivable”
      means a
      Healthcare Receivable that is payable by a Governmental Obligor.

     

    (iv)  “Governmental
      Programs”
means
      Medicare or Medicaid.

     

    (v)  “Healthcare
      Receivables”
means
      all accounts receivable billed to Obligors representing amounts due and owing
      to
      the Provider arising from the prospective (solely as contemplated by the U.
      S
      Center for Medicare and Medicaid Services in the rules and regulations governing
      the prospective payment system for healthcare providers or similar governmental
      programs or regulations), or actual (i) sale, rental or lease of durable health
      care goods (including, without limitation, medical equipment), or (ii) the
      provision of medical services (and services and sales ancillary thereto),
      including all rights and remedies of the Provider relating thereto, together
      with any and all proceeds in any way derived, directly or indirectly, therefrom;
      provided, however, that “Healthcare Receivable” shall not include claims arising
      under any workers’ compensation statutes; 

     


    
      
        
        

      

      
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    (vi)  “Non
      Governmental Obligors”
means
      all Obligors that are not Governmental Obligors.

     

    (vii)  “Non
      Governmental Receivables”
means
      all Healthcare Receivables that are not Governmental Receivables;
      and

     

    (viii)  “Obligors”
means
      any commercial insurance company, nonprofit insurance company, employer or
      union
      that self-insures for employee or member health insurance, HMO, PPO, the United
      States, any State, any political subdivision of a State and any agency or
      instrumentality of the United States or any State, political subdivision or
      fiscal intermediary thereof which is obligated to make payments with respect
      to
      amounts due from Medicare, Medicaid or any other program established under
      federal or state law which provides for payments for healthcare and medical
      goods or services.

     

    2.  LOCKBOX
      AND LOCKBOX ACCOUNT; IDENTIFICATION OF RECEIVABLES; STANDING REVOCABLE
      INSTRUCTION.

     

    (a)  Provider
      shall (A) maintain a post office box in the name of Provider to which Provider
      shall cause Obligors to deliver all items with respect to Healthcare Receivables
      (the “Lockbox”),
      and
      (B) establish in its own name a depository account at an insured depositary
      institution (which shall be identified in Attachment A to this Agreement) (the
      “Lockbox
      Account”)
      into
      which Provider shall cause to be deposited all Collections of Healthcare
      Receivables received by Provider (including, without limitation, all Collections
      received by Provider in the Lockbox) and into which Provider shall direct all
      Governmental Obligors to electronically transfer Collections of Governmental
      Receivables. The records of the depositary institution at which Provider
      maintains the Lockbox Account shall indicate that such account is maintained
      solely by Provider. Provider shall deliver, and Provider shall direct the
      depositary institution at which Provider maintains the Lockbox Account to
      deliver, to Servicer copies of all statements and notices delivered by Provider
      and such depositary institution with respect to the Lockbox
      Account.

     

    (b)  With
      respect to the Lockbox and the Lockbox Account, Provider shall give the
      following standing revocable instruction (the “Standing
      Revocable Instruction”)
      to the
      depositary institution servicing the Lockbox and at which the Lockbox Account
      is
      established, which Standing Revocable Instruction may be revoked, amended or
      otherwise changed by Provider at any time and for any reason upon written order
      of an authorized officer of Provider (a “Provider
      Order”)
      delivered to such depositary institution: On each Business Day, the depositary
      institution at which Provider maintains the Lockbox shall deposit Collections
      received in such lockbox into the Lockbox Account and shall transfer all funds
      held in the Lockbox Account to the account set forth in the
      Addendum.


     

    3.  PAYMENTS
      OF CLAIMS.
      

     

    (a)  Servicer
      will receive copies of all correspondence regarding Claims from the Lockbox.
      Provider hereby agrees to assist Servicer in changing the remittance
      instructions to the Obligors on Claims to the Lockbox. All payments will be
      posted, and requests for additional information retrieved as mutually agreed
      in
      writing by all parties. Original documentation will be forwarded to Provider.
      If
      payments and/or correspondence are sent to Provider, Provider will ensure that
      all EOBs, ERAs and any correspondence relating to the Claims or Collections
      will
      be sent to Servicer for posting. All payments shall be in the name of Provider
      and not in the name of Servicer. Provider shall cooperate with Servicer in
      the
      identification of items received in the Lockbox and the Lockbox and amounts
      received in the Lockbox and the Lockbox Account.

     


    
      
        
        

      

      
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    (b)  Claim
      payments received at the Lockbox shall be deposited in the Lockbox Account
      or as
      otherwise set forth in a written payment disposition instruction delivered
      to
      the financial institution holding the Lockbox and the Lockbox Account (with
      a
      copy of said instructions to Servicer) not less than 10 days prior to the
      proposed Effective Date hereof. Notwithstanding
      anything herein to the contrary, Provider may amend, modify, revoke or otherwise
      change its payment disposition instructions to the financial institution holding
      the Lockbox and the Lockbox Account with respect to Collections of Governmental
      Receivables at any time and for any reason upon written order of an authorized
      officer delivered to such financial institution. Upon
      collection of funds, amounts on deposit in the Lockbox Account shall be
      withdrawn in accordance with the Standing Revocable Instruction.

     

    4.  COMPENSATION
      OF SERVICER.

     

    (a)  For
      the
      services provided by Servicer to Provider under this Agreement, Provider agrees
      to pay Servicer a Healthcare Receivables management fee equal to one-half
      percent
      (.5%)
      of the
      estimated net realizable value of all Healthcare Receivables generated by
      Provider as determined by Servicer during each calendar month of the term of
      this Agreement. The fees for Provider’s Additional Services shall
      be:

     

    (b)  Servicer
      shall invoice Provider at the end of each month for all fees due hereunder.
      Said
      invoice shall be due and payable by Provider on or before the 15th day of the
      month following any invoicing period. Servicer shall maintain records with
      respect to the number of individual Healthcare Receivables processed and the
      charges for its services hereunder with respect to each such Healthcare
      Receivable it processes. Provider further agrees to pay Servicer a fee equal
      to
      any and all penalty fees and charges imposed by any depository institution
      in
      connection with the receipt of and deposit of amounts in the Lockbox Account
      on
      behalf of Provider. Such fee shall include, but not be limited to, charges
      for
      returned and dishonored checks.

     

    (c)  Provider’s
      obligation to pay fees to Servicer under this Agreement shall be absolute and
      without regard to collections and payments it receives on its Healthcare
      Receivables, and payments due to Servicer hereunder shall not be contingent
      upon
      collection of Claims or the related Healthcare Receivables.

     

    5.  TERM
      OF AGREEMENT; TERMINATION.

     

    (a)  The
      term
      of this Agreement shall begin on the Effective Date of this Agreement and shall
      continue in full force and effect for a period of one year from the date of
      execution, and shall automatically be renewed for successive periods of one
      year
      unless either party gives written notice to the other of its intention not
      to
      renew this Agreement at least 60 days prior to the end of any one-year term
      of
      this Agreement. 

     

    (b)  If
      Provider determines for any reason to terminate or remove Servicer, Provider
      may
      do so only upon not less than 30 days’ written notice delivered to Servicer
      along with (i) a certified copy of the resolution unanimously adopted by the
      governing body of Provider authorizing and directing that Servicer be terminated
      as agent under this Agreement and (ii) a certificate signed by Provider and
      to
      be signed by Servicer evidencing termination of the Agreement.

     

    6.  SUBCONTRACTING.
      

     

    It
      is
      specifically agreed that Servicer may, in its sole discretion, subcontract
      any
      or all of its services provided herein including, but not limited to, all
      billing procedures associated with Provider’s Claims.

     


    
      
        
        

      

      
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    7.  REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF PROVIDER.

     

    (a)  Provider
      represents and warrants (i) that the Claim information furnished to Servicer
      by
      Provider, including, without limitation, any information with regard to the
      services rendered, goods and equipment delivered and the fees due, shall be
      true
      and correct in all respects, (ii) that the Claims are owned by Provider and
      (iii) that Provider is in full and complete compliance with all federal, state
      and municipal laws and regulations with regard to the Claim. 

     

    (b)  Provider
      agrees and covenants (i) that Provider will notify Servicer immediately of
      any
      and all disputes, counterclaims and/or offsets affecting any Claim, (ii) that,
      on or before the date of this Agreement, Provider will furnish to Servicer
      a
      certified copy of the resolution unanimously adopted by the governing body
      of
      Provider authorizing and directing that Provider enter this Agreement and
      confirming the appointment of Servicer as the agent of Provider and (iii) that
      Provider will not change the remittance instructions given pursuant to Section
      2
      and Section 3 hereof with respect to the Lockbox Account during the term of
      this
      Agreement without the express prior written consent of Servicer.

     

    (c)  Provider
      agrees to indemnify, hold harmless and forever defend Servicer, its directors,
      officers, shareholders, employees and agents from any and all losses, damages
      or
      liabilities and from any suits, claims or demands (including reasonable
      attorneys’ fees actually incurred in investigating or defending such suit, claim
      or demand) suffered by any of them, whether asserted by Provider, any Obligor
      or
      any other person or entity, caused by, arising out of, or in any way connected
      with (1) the sale of goods, wares, merchandise, or services evidenced by any
      Healthcare Receivables or Claim, (2) any and all performance, responsibility
      or
      duty owed by Provider to any Obligor for a Healthcare Receivable or any third
      party, (3) Servicer’s reliance on any representation or warranty made by
      Provider (or any of its officers or employees) under or in connection with
      this
      Agreement, any Healthcare Receivable or Claim, or any information or report
      delivered by Provider pursuant to this Agreement, (4) the failure by Provider
      to
      comply with any applicable law, rule or regulation with respect to any
      Healthcare Receivable or Claim or the nonconformity of any Healthcare Receivable
      or Claim with any such applicable law, rule or regulation, or (5) any failure
      of
      Provider to perform its duties or obligations in accordance with the provisions
      of this Agreement, unless determined by a final judgment of a court of competent
      jurisdiction to have been caused solely by the gross negligence or willful
      misconduct of any of the indemnified parties. The provisions of this Section
      8(c) shall survive the expiration and termination of this
      Agreement.

     

    8.  LIMITATION
      OF LIABILITY.
      

     

    Servicer
      will not be liable to any person or entity for any damages resulting from
      Servicer’s performance or failure to perform pursuant to this Agreement (whether
      in contract, tort, strict liability, or otherwise); provided, however, that
      Servicer will be liable for its own gross negligence or willful misconduct
      in
      performing or failing to perform pursuant to this Agreement. 

     

    IN
      TAKING
      ANY ACTION PURSUANT TO THIS AGREEMENT, SERVICER WILL ACT SOLELY AS AGENT OF
      PROVIDER. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CREATING A
      PARTNERSHIP, JOINT VENTURE, EMPLOYER-EMPLOYEE OR ANY OTHER RELATIONSHIP BETWEEN
      THE PARTIES HERETO EXCEPT THAT OF PRINCIPAL AND AGENT. THERE ARE NO EXPRESS
      OR
      IMPLIED WARRANTIES, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY
      OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE PERFORMANCE OF SERVICER
      PURSUANT TO THIS AGREEMENT. THE REMEDIES SET FORTH IN THIS SECTION WITH RESPECT
      TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICER ARE THE SOLE REMEDIES RELATING
      TO SERVICER’S LIABILITY TO PROVIDER. THIS SECTION WILL SURVIVE ANY TERMINATION
      OR EXPIRATION OF THIS AGREEMENT.

     


    
      
        
        

      

      
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    9.  NOTICES.
      

     

    All
      notices and other communications provided for hereunder shall, unless otherwise
      stated herein, be in writing (including facsimile communication) and be mailed
      and transmitted by facsimile or delivered, as to each Person listed below,
      at
      its address set forth below or at such other address as shall be designated
      by
      such Person in a written notice to the parties hereto. 

     

    if
      to
      Servicer:

     

    Healthcare
      Claims Management Corporation

    Post
      Office Box 781269

    San
      Antonio, TX 78278

    Attention:
      Marissa Molina

    Facsimile:
      (210) 698-9505

    


    if
      to
      Provider:

     

    Park
      InfusionCare, LP 

    16250
      Dallas Parkway, Suite 100

    Dallas,
      TX 75248 

    Attention:
      David E. Bowe

    Facsimile:
      972) 250-0934 

     

    10.  DISPUTE
      RESOLUTION.
      

     

    In
      the
      event of any dispute between Servicer and Provider as to any of the terms and
      conditions of this Agreement and as a condition precedent to the filing of
      any
      lawsuit, the party raising the dispute shall give the other party written notice
      of the specific nature of the dispute and shall provide such noticed party
      at
      least 10 business days to submit its written response to cure the alleged
      default.

     

    11.  VENUE
      OF DISPUTES.
      

     

    If
      either
      party files any action at law or in equity, the proper venue for such action
      shall be the federal and state courts with geographic jurisdiction over Tucker,
      DeKalb County, Georgia. The parties agree to personal jurisdiction in such
      courts and consent to venue being laid in such courts and will not file any
      motion with any court in any other venue or jurisdiction alleging the
      inconvenience of the forum or requesting that venue be moved to any court other
      than a district court, county court or federal court located in DeKalb County,
      Georgia.

     

    12.  ATTORNEYS’
      FEES AND COSTS.
      

     

    If
      any
      action at law or in equity is necessary to enforce or interpret the terms and
      conditions of this Agreement, the prevailing party shall be entitled to recover
      from the nonprevailing party all of its reasonable attorneys’ fees, costs and
      necessary disbursements in addition to any other relief to which such party
      may
      be entitled.

     

    13.  GEORGIA
      LAW TO APPLY.
      

     

    This
      Agreement shall be governed by and construed by and in accordance with the
      laws
      of the State of Georgia, and all obligations of the Parties created by this
      Agreement are, for purposes of this Agreement, to be performed in Tucker, DeKalb
      County, Georgia.

     

    14.  PARTIES
      BOUND.
      

     

    This
      Agreement shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns.

     


    
      
        
        

      

      
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    15.  ENTIRE
      AGREEMENT.
      

     

    This
      Agreement constitutes the sole and only Agreement of the parties and supersedes
      any prior understanding or written or oral Agreements between the parties
      respecting the subject matter herein.


    IN
      WITNESS HEREOF, the parties have executed this Agreement as of the date stated
      hereinabove.

     

    PROVIDER:

    PARK
      INFUSIONCARE, LP, A TEXAS LIMITED PARTNERSHIP, Borrower

    


    By:
      Dougherty’s Operating GP, LLC, Its General Partner

    


    By:     
      /s/ David E. Bowe

    Name:
      David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President and

     Chief
      Executive Officer

    


    PARK
      INFUSIONCARE OF DALLAS, LP, A TEXAS LIMITED PARTNERSHIP,
      Borrower

    


    By:
      Park
      InfusionCare Of Dallas, GP, LLC,  
      Its
      General Partner

    


    By:    
      /s/ David E. Bowe

    Name:David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President and

     Chief
      Executive Officer

    


    PARK
      INFUSIONCARE OF HOUSTON, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER


    


    By:
      Park
      InfusionCare Of Houston, GP, LLC, Its General Partner

    


    By:    
      /s/ David E. Bowe

    Name:David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President and

     Chief
      Executive Officer

    


    PARK
      INFUSIONCARE OF SAN ANTONIO, LP, A TEXAS LIMITED PARTNERSHIP,
      BORROWER

    


    By:
      Park
      InfusionCare Of San Antonio, GP, LLC, Its General Partner

    


    By:    
      /s/ David E. Bowe

    Name:David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President and

     Chief
      Executive Officer

    


    SERVICER

    Healthcare
      Claims Management Corporation, As Servicer

    By:     
      /s/ Jerry Pavlas

    Name: 
      Jerry Pavlas

    Title:   
      Chief Executive Officer

     

    
      
        
        

      

      
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    ATTACHMENT
      A

    LOCKBOX
      ACCOUNT

     

    All
      Healthcare Receivables shall be deposited in the following account of
      Provider:

     

    Depository
      Bank:  (Bank Name)

     

    Routing
      Number: (Bank Routing Number)

     

    Account
      Number: (Bank Account Number)

    


     


    
      
        
          


        

        
        

      

      
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    ADDENDUM
      TO MEDICAL CLAIMS

     

    SERVICING
      AGENCY AGREEMENT

     

    (FORM
      2)

     

    THIS
      ADDENDUM TO MEDICAL CLAIMS SERVICING AGENCY AGREEMENT (the
      “Addendum”)
      is
      entered into as of
      April 17, 2007
      (the
      "Effective Date"),
      by
      and between PARK
      INFUSION SERVICES, LP,
      formerly known as PARK
      INFUSIONCARE OF DALLAS, LP PARK
      INFUSION SERVICES, LP,
      PARK
      INFUSIONCARE OF DALLAS, LP,
      a Texas
      Limited Partnership, PARK
      INFUSIONCARE OF HOUSTON, LP,
      a Texas
      limited partnership and PARK
      INFUSIONCARE OF SAN ANTONIO, LP,
      a Texas
      limited partnership (together, jointly and severally, the “Provider”) and
      HEALTHCARE
      CLAIMS MANAGEMENT CORPORATION (“Servicer”).
      Capitalized terms used herein, unless otherwise defined, shall have the meanings
      ascribed thereto in the Servicing Agreement (as defined below).

     

    RECITALS

     

    WHEREAS,
      Provider and Servicer have entered that certain Medical Claims Servicing Agency
      Agreement dated as of April
      17, 2007
      (the
“Servicing
      Agreement”),
      pursuant to which Servicer, as agent for Provider, is providing the claims
      production, processing and reporting services specified therein to Provider
      with
      respect to Provider’s Healthcare Receivables; and

     

    WHEREAS,
      pursuant to the Servicing Agreement, Servicer maintains (i) a lockbox for the
      purpose of receiving checks, other forms of Collections, ERAs and EOBs from
      Obligors and all other items of correspondence with respect to the Healthcare
      Receivables and (ii) the Lockbox Account for the purpose of depositing checks
      and all other forms of Collections received from Obligors; and

     

    WHEREAS,
      Provider desires to provide Servicer with certain payment disposition and other
      instructions with respect to the Servicing Agreement;

     

    AGREEMENT

     

    NOW,
      THEREFORE, for the consideration stated herein and other good and valuable
      consideration, the parties agree as follows:

     

    1. STANDING
      INSTRUCTION.
      From
      and after the Effective Date of this Addendum, Provider hereby instructs
      Servicer that, in accordance with the provisions of Section 2 of the Servicing
      Agreement, and subject to the Standing Revocable Instruction (as defined in
      Section 2 of the Servicing Agreement), it shall, or shall cause the depositary
      institution holding the Lockbox Account to transfer on each Business Day all
      cleared payments received for the benefit of Provider to the following
      account:

     

    Depository
      Bank: (Bank
      Name)

    Routing
      Number: (Bank
      Routing Number)

    Account
      Number: (Bank
      Account Number)

     

    2. REVOCATION
      OF STANDING REVOCABLE INSTRUCTION AND NOTICE.
      Provider’s Standing Revocable Instruction, including the Provider’s instruction
      as set forth in Section 1 of this Addendum, may be revoked, amended or otherwise
      changed only as provided in Section 2 of the Servicing Agreement and this
      Section 2: 

     

    Provider’s
      Standing Revocable Instruction may be revoked, amended or otherwise changed
      by
      Provider at any time and for any reason upon written order of an authorized
      officer of the Provider delivered to the depositary institution identified
      in
      Attachment A and Servicer.

     

     

    


     

    [Remainder
      of Page Intentionally Blank]

     


    
      
         

        


        
        

      

      
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    IN
      WITNESS HEREOF, the parties have executed this Addendum as of the date stated
      hereinabove:

     

    PROVIDER:

     

    PARK
      INFUSIONCARE, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER

    


    By:
      Dougherty’s Operating GP, LLC,

    Its
      General Partner

    


    By:     
      /s/ David E. Bowe

    Name:
      David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President 

    and
      Chief Executive Officer

    


    PARK
      INFUSIONCARE OF DALLAS, LP, A TEXAS LIMITED PARTNERSHIP,
      BORROWER

    


    By:
      Park
      InfusionCare Of Dallas, GP, LLC,

    Its
      General Partner

    


    By:   
      /s/ David E. Bowe

    Name:David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President

     
      and
      Chief Executive Officer

    


    


    PARK
      INFUSIONCARE OF HOUSTON, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER


    


    By:
      Park
      InfusionCare Of Houston, GP, LLC, 

    Its
      General Partner

    


    By:    
      /s/ David E. Bowe

    Name:David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President

     
      and
      Chief Executive Officer

    


    


    PARK
      INFUSIONCARE OF SAN ANTONIO, LP, A TEXAS LIMITED PARTNERSHIP,
      BORROWER

    


    By:
      Park
      InfusionCare Of San Antonio, GP, LLC, 

    Its
      General Partner

     

    By:   
      /s/ David E. Bowe

    Name:David
      E. Bowe

    Title
      :
Managing
      Member, Chairman of the Board, President

     and
      Chief Executive Officer

     

    
      -66-