NATIONSHEALTH, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

---

(Title of Class of Securities)

63860C100

---

(CUSIP Number)

RGGPLS Holding, Inc
13650 N.W. 8th St., Suite 109
Sunrise, Florida 33325
Tel. (954) 903-5000

with a copy to:

Ira Coleman, Esq.
McDermott Will & Emery LLP
201 South Biscayne Boulevard
Miami, Fl 33131
Tel. (305) 358-3500

---

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 28, 2005

---

(Date of Event Which Requires Filing of this Statement)

          THIS SCHEDULE 13D/A is filed by RGGPLS Holding, Inc. (“RGGPLS”), Robert Gregg, Lewis Stone, Glenn M. Parker, M.D., the Glenn M. Parker 2004 Multigenerational Trust (the “Parker Trust”), the Lewis P. Stone 2004 Multigenerational Trust (the “Stone Trust”), the Robert Gregg 2004 Multigenerational Trust (the “Gregg Trust”), the Robert Gregg Revocable Trust dated December 18, 2000 (the “Gregg Revocable Trust”), Robin S. Parker and Robert Gregg as trustees of the Parker Trust, Stephanie T. Stone and Robin S. Parker as trustees of the Stone Trust, Pamela Fay Gregg and Kathryn G. Pincus as trustees of the Gregg Trust, and Robert Gregg as trustee of the Gregg Revocable Trust (collectively, the “Reporting Persons”). This filing shall serve to further amend the Schedule 13D filed by the Reporting Persons on September 10, 2004 and amended on January 11, 2005.

Item 4. Purpose of Transaction.

     Item 4 is hereby amended by adding the following information at the conclusion of the Section:

     The Private Placement Transaction

          On February 28, 2005, RGGPLS transferred 1,122,657 shares (the “RGGPLS Transferred Shares”) of the Corporation’s common stock to United States Pharmaceutical Group, L.L.C, an indirect wholly owed subsidiary of the Corporation (“USPG”) pursuant to that certain stock transfer letter dated as of February 28, 2005, by and between RGGPLS and USPG (the “RGGPLS Stock Transfer Letter”).

          On February 28, 2005, the RGGPLS Holding, Inc. Stock Bonus Plan & Trust (the “Trust”) transferred 174,646 shares (the “Trust Transferred Shares”) of the Corporation’s common stock to USPG pursuant to that certain stock transfer letter dated as of February 28, 2005, by and between the Trust and USPG (the “Trust Stock Transfer Letter”).

          On February 28, 2005, GRH Holding, L.L.C. (“GRH”) transferred 488,411 shares (the “GRH Transferred Shares” and, together with the RGGPLS Transferred Shares and the Trust Transferred Shares, the “Transferred Shares”) of the Corporation’s common stock to USPG pursuant to that certain stock transfer letter dated as of February 28, 2005, by and between GRH and USPG (the “GRH Stock Transfer Letter” and, together with the RGGPLS Stock Transfer Letter and the Trust Stock Transfer Letter, the “Stock Transfer Letters”).

          The Transferred Shares were subsequently transferred by USPG to MHR Capital Partners LP and OTQ LLC (together, the “Investors”) pursuant to that certain Investment Unit Purchase Agreement dated as of February 28, 2005 (the “Investment Unit Purchase Agreement”), by and among the Investors, the Corporation, NationsHealth Holdings, L.L.C., a wholly owned subsidiary of the Corporation (“NH LLC”) and USPG (and together with the Corporation and NH LLC, the “Issuers”), pursuant to which the Issuers sold to the Investors, and the Investors purchased from the Issuers, investment units consisting in the aggregate of (x) $15,000,000 in principal amount of 7 3/4% Convertible Secured Notes and (y) the Transferred Shares.

          RGGPLS exercises shared voting power over shares held by the Investors pursuant to that certain Stockholders Agreement dated as of February 28, 2005, by and among the Corporation, RGGPLS, GRH and the Investors (the “MHR Stockholders Agreement”) whereby the Investors agreed to vote up to 1,785,714 shares of the Corporation’s common stock held by them in favor of (a) all of the RGGPLS nominees if directors are to be elected at the stockholders meeting; (b) any matter submitted for approval by RGGPLS; and (c) any other matter as directed by RGGPLS; and against (x) the election of any person or persons nominated in opposition to the RGGPLS nominees (if directors are to be elected at the stockholders meeting; (y) any matter brought before the stockholders meeting to be acted upon by the

 

stockholders of the Corporation that is in opposition to matter submitted for approval by RGGPLS or (z) any other matter as directed by RGGPLS.

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety to read as follows:

     (a) and (b). RGGPLS is the owner, with shared dispositive and voting power, of 11,778,017 shares of Common Stock, which represents 45% of the shares of Common Stock outstanding as of February 25, 2005. As a result of the rights granted to RGGPLS under the Incentive Plan, the stockholders agreement dated as of March 9, 2004, and amended as of June 2, 2004, by and among the Corporation, RGGPLS and GRH (the “Merger Stockholder Agreement”) and the MHR Stockholder Agreement described in Item 4 above, RGGPLS may also be deemed the beneficial owner, with shared voting power, of an additional 1,832,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH and 1,785,714 shares issued to the Investors, respectively, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents 69.56% of the shares of Common Stock outstanding as of February 28, 2005.

     As a result of the transfer of the shares of Common Stock to the Incentive Plan and then the transfer of the Trust Transferred Shares as described in Item 4 above, the Incentive Plan may be deemed the beneficial owner of, and has voting power over, 1,832,247 shares of Common Stock, which represents 7% of the shares of Common Stock outstanding as of February 28, 2005.

     As a result of his ownership of RGGPLS common stock, Dr. Parker may be deemed the beneficial owner, with shared dispositive and voting power, of 11,778,017 shares of Common Stock, which represents 45% of the shares of Common Stock outstanding as of February 25, 2005. As a result of his ownership of RGGPLS common stock and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholders Agreement and the MHR Stockholders Agreement described in Item 4 above, Dr. Parker may also be deemed the beneficial owner, with shared voting power, of an additional 1,832,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH and 1,785,714 shares issued to the Investors, respectively, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents 69.56% of the shares of Common Stock outstanding as of February 28, 2005.

     As a result of his ownership of RGGPLS common stock, Mr. Stone may be deemed the beneficial owner, with shared dispositive and voting power, of 11,778,017 shares of Common Stock, which represents 45% of the shares of Common Stock outstanding as of February 25, 2005. As a result of his ownership of RGGPLS common stock and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholders Agreement and the MHR Stockholders Agreement described in Item 4 above, Mr. Stone may also be deemed the beneficial owner, with shared voting power, of an additional 1,832,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH and 1,785,714 shares issued to the Investors, respectively, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents 69.56% of the shares of Common Stock outstanding as of February 28, 2005.

     As a result of his ownership of RGGPLS common stock, Mr. Gregg may be deemed the beneficial owner, with shared dispositive and voting power, of 11,778,017 shares of Common Stock, which represents 45% of the shares of Common Stock outstanding as of February 25, 2005. As a result of his ownership of RGGPLS common stock and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholders Agreement and the MHR Stockholders Agreement described in Item 4 above, Mr. Gregg may also be deemed the beneficial owner, with shared voting power, of an additional 1,832,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares

 

of Common Stock issued to GRH and 1,785,714 shares issued to the Investors, respectively, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents 69.56% of the shares of Common Stock outstanding as of February 28, 2005.

     As a result of its ownership of RGGPLS common stock, each of the Parker Trust and the trustees of the Parker Trust may be deemed the beneficial owner, with shared dispositive and voting power, of 11,778,017 shares of Common Stock, which represents 45% of the shares of Common Stock outstanding as of February 25, 2005. As a result of its ownership of RGGPLS common stock and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholders Agreement and the MHR Stockholders Agreement described in Item 4 above, each of the Parker Trust and the trustees of the Parker Trust may also be deemed the beneficial owner, with shared voting power, of an additional 1,832,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH and 1,785,714 shares issued to the Investors, respectively, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents 69.56% of the shares of Common Stock outstanding as of February 28, 2005.

     As a result of its ownership of RGGPLS common stock, each of the Stone Trust and the trustees of the Stone Trust may be deemed the beneficial owner, with shared dispositive and voting power, of 11,778,017 shares of Common Stock, which represents 45% of the shares of Common Stock outstanding as of February 25, 2005. As a result of its ownership of RGGPLS common stock and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholders Agreement and the MHR Stockholders Agreement described in Item 4 above, each of the Stone Trust and the trustees of the Stone Trust may also be deemed the beneficial owner, with shared voting power, of an additional 1,832,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH and 1,785,714 shares issued to the Investors, respectively, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents 69.56% of the shares of Common Stock outstanding as of February 28, 2005.

     As a result of its ownership of RGGPLS common stock, each of the Gregg Trust and the trustees of the Gregg Trust may be deemed the beneficial owner, with shared dispositive and voting power, of 11,778,017 shares of Common Stock, which represents 45% of the shares of Common Stock outstanding as of February 25, 2005. As a result of its ownership of RGGPLS common stock and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholders Agreement and the MHR Stockholders Agreement described in Item 4 above, each of the Gregg Trust and the trustees of the Gregg Trust may also be deemed the beneficial owner, with shared voting power, of an additional 1,832,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH and 1,785,714 shares issued to the Investors, respectively, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents 69.56% of the shares of Common Stock outstanding as of February 28, 2005.

     As a result of its ownership of RGGPLS common stock, each of the Gregg Revocable Trust and the trustee of the Gregg Revocable Trust may be deemed the beneficial owners, with shared dispositive and voting power, of 11,778,017 shares of Common Stock, which represents 45% of the shares of Common Stock outstanding as of February 25, 2005. As a result of its ownership of RGGPLS common stock and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholders Agreement and the MHR Stockholders Agreement described in Item 4 above, each of the Gregg Revocable Trust and the trustee of the Gregg Revocable Trust may also be deemed the beneficial owner, with shared voting power, of an additional 1,832,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH and 1,785,714 shares issued to the Investors, respectively, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents 69.56% of the shares of Common Stock outstanding as of February 28, 2005.

 

     The calculation of the foregoing percentages is based on the fact that there are 26,174,800 shares of Common Stock issued and outstanding as of February 28, 2005.

     Other than as set forth above, no shares of Common Stock are owned by any of the Reporting Persons.

     (c). On December 30, 2004, the Incentive Plan was established as described in Item 4 above, which description is incorporated herein by reference. On February 28, 2005, the Stock Transfer Letters, the Investment Unit Purchase Agreement, the Stockholders Agreement and the Proxy became effective as described in item 4 above, which descriptions are incorporated herein by reference.

     (d). None.

     (e). Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Item 6 is hereby amended and restated in its entirety to read as follows:

     On December 30, 2004, the Incentive Plan was established as described in Item 4 above, which description is incorporated herein by reference. On February 28, 2005, the Stock Transfer Letters, the Investment Unit Purchase Agreement and the MHR Stockholders Agreement became effective as described in item 4 above, which descriptions are incorporated herein by reference.

     Except as set forth herein, none of the Reporting Persons has any entered into any contracts, arrangements, understandings or relationships required to be described in Item 6 of Schedule 13D.

Item 7. Materials to be Filed as Exhibits.

     Item 7 is hereby amended to add the exhibits listed in the exhibit index to this filing, which are incorporated herein by reference.

 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 11, 2005

	RGGPLS HOLDING, INC.
	By:	/s/ Glenn M. Parker
		Name:	Glenn M. Parker, M.D.
		Title:	President
	/s/ Glenn M. Parker
	Glenn M. Parker, M.D.
	/s/ Lewis P. Stone
	Lewis P. Stone
	/s/ Robert Gregg
	Robert Gregg
	GLENN M. PARKER 2004 MULTIGENERATIONAL TRUST
	By:	/s/ Robin S. Parker
		Robin S. Parker, as trustee
	LEWIS P. STONE 2004 MULTIGENERATIONAL TRUST
	By:	/s/ Stephanie T. Stone
		Stephanie T. Stone, as trustee
	ROBERT GREGG 2004 MULTIGENERATIONAL TRUST
	By:	/s/ Pamela Fay Gregg
		Pamela Fay Gregg, as trustee
	ROBERT GREGG REVOCABLE TRUST DATED DECEMBER 18, 2000
	By:	/s/ Robert Gregg
		Robert Gregg, as trustee

 

	/s/ Robin S. Parker
	Robin S. Parker, as trustee for the
	GLENN M. PARKER 2004 MULTIGENERATIONAL TRUST
	/s/ Robert Gregg
	Robert Gregg, as trustee for the
	GLENN M. PARKER 2004 MULTIGENERATIONAL TRUST
	/s/ Stephanie T. Stone
	Stephanie T. Stone, as trustee for the
	LEWIS P. STONE 2004 MULTIGENERATIONAL TRUST
	/s/ Robin S. Parker
	Robin S. Parker, as trustee for the
	LEWIS P. STONE 2004 MULTIGENERATIONAL TRUST
	/s/ Pamela Fay Gregg
	Pamela Fay Gregg, as trustee for the
	ROBERT GREGG 2004 MULTIGENERATIONAL TRUST
	/s/ Kathryn G. Pincus
	Kathryn G. Pincus, as trustee for the
	ROBERT GREGG 2004 MULTIGENERATIONAL TRUST
	ROBERT GREGG REVOCABLE TRUST DATED DECEMBER 18, 2000
	By:	/s/ Robert Gregg
		Robert Gregg, as trustee
	RGGPLS HOLDING, INC., as trustee for the RGGPLS Holding, Inc. Stock Bonus Plan and Trust
	By:	/s/ Glenn M. Parker
		Name:	Glenn M. Parker, M.D.
		Title:	President

 

	RGGPLS HOLDING, INC. STOCK BONUS PLAN AND TRUST
	By:	RGGPLS Holding, Inc., as Trustee
	By:	/s/ Glenn M. Parker
		Name:	Glenn M. Parker, M.D.
		Title:	President

 

Exhibit Index

 

Exhibit 2

STOCK TRANSFER

February 28, 2005

TO:	United States Pharmaceutical Group, L.L.C. 13650 N.W. 8th Street, Suite 109 Sunrise, FL 33325 Attn:   Timothy Fairbanks, Chief Financial Officer

Dear Mr. Fairbanks:

     On behalf of RGGPLS Holding, Inc. (“RGGPLS”), we hereby acknowledge receipt of notice from United States Pharmaceutical Group, L.L.C. (the “Company”) that:

     1. The Company is entering into that certain Investment Unit Purchase Agreement (the “Unit Purchase Agreement”) by and among, NationsHealth, Inc. (“NH Inc.”), NationsHealth Holdings, L.L.C., a wholly-owned subsidiary of NH Inc. (“NH LLC”), the Company, a wholly -owned subsidiary of NH LLC (the Company together with NH Inc. and NH LLC, the “Issuers”), and MHR Capital Partners LP and OTQ LLC (the “Investors”), pursuant to which the Issuers will sell to the Investors, and the Investors will purchase from the Issuers, investment units consisting in the aggregate of (x) $15,000,000 in principal amount of 7 3/4% Convertible Secured Notes and (y) 1,785,714 shares of common stock of NH Inc. (the “Shares”).

     2. Concurrently herewith, certain other stockholders of NH Inc. are entering into separate Stock Transfer Agreements with USPG pursuant to which they are transferring an aggregate of 663,057 shares of Common Stock held by them to USPG to be included as part of the Shares being sold to the Investors under the Unit Purchase Agreement.

     Now, therefore, in consideration of $10.00 and the mutual agreements set forth herein, and for other good and valuable consideration paid to RGGPLS by the Company, the receipt and sufficiency of which are hereby acknowledged, RGGPLS hereby transfers 1,122,657 of its shares of common stock of NH Inc. to the Company for inclusion as part of the Shares being sold to the Investors under the Unit Purchase Agreement pursuant to the terms thereof. To effectuate such transfer, we are hereby surrendering NH Inc.’s common stock certificate No. MAC40 standing in the name of RGGPLS Holding, Inc., together with the executed stock power attached hereto as Exhibit A, to transfer a total of 1,122,657 shares (the “Transferred Shares”) of common stock of NH Inc. to the Company provided that NH Inc. issues a stock certificate representing the remaining 11,778,017 shares of NH’s common stock to RGGPLS or its designee.

     Each of the Company and NH, Inc., by counter-signing this letter, hereby undertakes to (i) indemnify RGGPLS and the owners of interests in RGGPLS against any losses and expenses incurred by RGGPLS or such owners in the event of an assertion by a third party that the surrender and transfer of the Transferred Shares by RGGPLS or such owners as contemplated hereunder (a) violates any provision of a federal, state or foreign securities law or (b) results in any adverse tax consequences to RGGPLS or such owners, (ii) cause the Company’s counsel to prepare, at the Company’s expense, any SEC filings required to be made by RGGPLS or such owners as a consequence of the transfer of the Transferred Shares and (iii) reimburse RGGPLS’s expenses, including reasonable attorneys’ fees, in connection with the transfer, up to a maximum of $5,000.

 

     Each of the parties hereto represents and warrants that the execution and delivery of this letter agreement and the consummation of the matters contemplated hereby have been authorized by all necessary action on its part and that the letter agreement constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms (except as such enforceability may be limited by the Securities and Exchange Commission or a court of competent jurisdiction).

     RGGPLS further represents and warrant to the Company that it is the sole beneficial owner of the Transferred Shares, and has good and valid title to the Transferred Shares, free of any liens, encumbrances, claims or restrictions, other than the Stockholders Agreement, dated March 9, 2004, between the Company, RGGPLS and the other stockholders of the Company specified therein.

     This letter agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York, applicable to contracts made and to be performed entirely within the State of New York.

	Very truly yours, RGGPLS HOLDING, INC.
	By:	/s/ Glenn M. Parker
		Name:	Glenn M. Parker, M.D.
		Title:	President

ACKNOWLEDGED AND AGREED BY:

US PHARMACEUTICAL GROUP, L.L.C.

 

IRREVOCABLE STOCK POWER

     FOR VALUE RECEIVED, the undersigned hereby assigns and transfers unto                      1,122,657 of the shares (the “Shares”) of Common Stock, par value $.0001 per share, of NationsHealth, Inc., a Delaware corporation (the “Corporation”), represented by Certificate No. MAC40 standing in the name of RGGPLS Holding, Inc. on the books of said Corporation, and does hereby irrevocably constitute and appoint                      as attorney-in-fact to so transfer the Shares in the books of the Corporation with full power of substitution in the premises.

Dated: February 28, 2005

	RGGPLS HOLDING, INC.
	By:	/s/ Glenn M. Parker
		Name:	Glenn M. Parker, M.D
		Title:	President

 

Exhibit 3

STOCK TRANSFER

February 28, 2005

TO:	United States Pharmaceutical Group, L.L.C. 13650 N.W. 8th Street, Suite 109 Sunrise, FL 33325 Attn:   Timothy Fairbanks, Chief Financial Officer

Dear Mr. Fairbanks:

     On behalf of RGGPLS Holding, Inc. Stock Bonus Plan & Trust (the “Trust”), we hereby acknowledge receipt of notice from United States Pharmaceutical Group, L.L.C. (the “Company”) that:

     1. The Company is entering into that certain Investment Unit Purchase Agreement (the “Unit Purchase Agreement”) by and among, NationsHealth, Inc. (“NH Inc.”), NationsHealth Holdings, L.L.C., a wholly-owned subsidiary of NH Inc. (“NH LLC”), the Company, a wholly -owned subsidiary of NH LLC (the Company together with NH Inc. and NH LLC, the “Issuers”), and MHR Capital Partners LP and OTQ LLC (the “Investors”), pursuant to which the Issuers will sell to the Investors, and the Investors will purchase from the Issuers, investment units consisting in the aggregate of (x) $15,000,000 in principal amount of 7 3/4% Convertible Secured Notes and (y) 1,785,714 shares of common stock of NH Inc. (the “Shares”).

     2. Concurrently herewith, certain other stockholders of NH Inc. are entering into separate Stock Transfer Agreements with USPG pursuant to which they are transferring an aggregate of 1,611,068 shares of Common Stock held by them to USPG to be included as part of the Shares being sold to the Investors under the Unit Purchase Agreement.

     Now, therefore, in consideration of $10.00 and the mutual agreements set forth herein, and for other good and valuable consideration paid to the Trust by the Company, the receipt and sufficiency of which are hereby acknowledged, the Trust hereby transfers 174,646 of its shares of common stock of NH Inc. to the Company for inclusion as part of the Shares being sold to the Investors under the Unit Purchase Agreement pursuant to the terms thereof. To effectuate such transfer, we are hereby surrendering NH Inc.’s common stock certificate No. MAC37 standing in the name of RGGPLS Holding, Inc. Stock Bonus Plan & Trust, together with the executed stock power attached hereto as Exhibit A, to transfer a total of 174,646 shares (the “Transferred Shares”) of common stock of NH Inc. to the Company provided that NH Inc. issues a stock certificate representing the remaining 1,066,915 shares of NH’s common stock to the Trust or its designee.

     Each of the Company and NH, Inc., by counter-signing this letter, hereby undertakes to (i) indemnify the Trust and the owners of interests in the Trust against any losses and expenses incurred by the Trust or such owners in the event of an assertion by a third party that the surrender and transfer of the Transferred Shares by the Trust or such owners as contemplated hereunder (a) violates any provision of a federal, state or foreign securities law or (b) results in any adverse tax consequences to the Trust or such owners, (ii) cause the Company’s counsel to prepare, at the Company’s expense, any SEC filings required to be made by the Trust or such owners as a consequence of the transfer of the Transferred Shares and (iii) reimburse the Trust’s expenses, including reasonable attorneys’ fees, in connection with the transfer, up to a maximum of $5,000.

     Each of the parties hereto represents and warrants that the execution and delivery of this letter agreement and the consummation of the matters contemplated hereby have been authorized by all

 

necessary action on its part and that the letter agreement constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms (except as such enforceability may be limited by the Securities and Exchange Commission or a court of competent jurisdiction).

     The Trust further represents and warrants to the Company that it is the sole beneficial owner of the Transferred Shares, and has good and valid title to the Transferred Shares, free of any liens, encumbrances, claims or restrictions, other than the Stockholders Agreement, dated March 9, 2004, between the Company, the Trust and the other stockholders of the Company specified therein.

     This letter agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York, applicable to contracts made and to be performed entirely within the State of New York.

	Very truly yours, RGGPLS HOLDING, INC. STOCK BONUS PLAN & TRUST
	By:	/s/ Glenn M. Parker
		Name:	Glenn M. Parker, M.D.
		Title:	President

ACKNOWLEDGED AND AGREED BY:

US PHARMACEUTICAL GROUP, L.L.C.

 

IRREVOCABLE STOCK POWER

     FOR VALUE RECEIVED, the undersigned hereby assigns and transfers unto                      174,646 of the shares (the “Shares”) of Common Stock, par value $.0001 per share, of NationsHealth, Inc., a Delaware corporation (the “Corporation”), represented by Certificate No. MAC37 standing in the name of RGGPLS Stock Bonus Plan & Trust on the books of said Corporation, and does hereby irrevocably constitute and appoint                      as attorney-in-fact to so transfer the Shares in the books of the Corporation with full power of substitution in the premises.

Dated: February 28, 2005

	RGGPLS HOLDING, INC. STOCK BONUS PLAN & TRUST
	By:	/s/ Glenn M. Parker
		Name:	Glenn M. Parker, M.D.
		Title:	President

 

Exhibit 4

STOCK TRANSFER

February 28, 2005

TO:	United States Pharmaceutical Group, L.L.C. 13650 N.W. 8th Street, Suite 109 Sunrise, FL 33325 Attn:   Timothy Fairbanks, Chief Financial Officer

Dear Mr. Fairbanks:

     On behalf of GRH Holdings, L.L.C.. (“GRH”), we hereby acknowledge receipt of notice from United States Pharmaceutical Group, L.L.C. (the “Company”) that:

     1. The Company is entering into that certain Investment Unit Purchase Agreement (the “Unit Purchase Agreement”) by and among, NationsHealth, Inc. (“NH Inc.”), NationsHealth Holdings, L.L.C., a wholly-owned subsidiary of NH Inc. (“NH LLC”), the Company, a wholly -owned subsidiary of NH LLC (the Company together with NH Inc. and NH LLC, the “Issuers”), and MHR Capital Partners LP and OTQ LLC (the “Investors”), pursuant to which the Issuers will sell to the Investors, and the Investors will purchase from the Issuers, investment units consisting in the aggregate of (x) $15,000,000 in principal amount of 7 3/4% Convertible Secured Notes and (y) 1,785,714 shares of common stock of NH Inc. (the “Shares”).

     2. Concurrently herewith, certain other stockholders of NH Inc. are entering into separate Stock Transfer Agreements with USPG pursuant to which they are transferring an aggregate of 1,297,303 shares of Common Stock held by them to USPG to be included as part of the Shares being sold to the Investors under the Unit Purchase Agreement.

     Now, therefore, in consideration of $10.00 and the mutual agreements set forth herein, and for other good and valuable consideration paid to GRH by the Company, the receipt and sufficiency of which are hereby acknowledged, GRH hereby transfers 488,411 of its shares of common stock of NH Inc. to the Company for inclusion as part of the Shares being sold to the Investors under the Unit Purchase Agreement pursuant to the terms thereof. To effectuate such transfer, we are hereby surrendering NH Inc.’s common stock certificate No. MAC39 standing in the name of GRH Holdings, L.L.C., together with the executed stock power attached hereto as Exhibit A, to transfer a total of 488,411 shares (the “Transferred Shares”) of common stock of NH Inc. to the Company provided that NH Inc. issues a stock certificate representing the remaining 409,958 shares of NH’s common stock to GRH or its designee.

     Each of the Company and NH, Inc., by counter-signing this letter, hereby undertakes to (i) indemnify GRH and the owners of interests in GRH against any losses and expenses incurred by GRH or such owners in the event of an assertion by a third party that the surrender and transfer of the Transferred Shares by GRH or such owners as contemplated hereunder (a) violates any provision of a federal, state or foreign securities law or (b) results in any adverse tax consequences to GRH or such owners, (ii) cause the Company’s counsel to prepare, at the Company’s expense, any SEC filings required to be made by GRH or such owners as a consequence of the transfer of the Transferred Shares and (iii) reimburse GRH’s expenses, including reasonable attorneys’ fees, in connection with the transfer, up to a maximum of $5,000.

     Each of the parties hereto represents and warrants that the execution and delivery of this letter agreement and the consummation of the matters contemplated hereby have been authorized by all

 

necessary action on its part and that the letter agreement constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with its terms (except as such enforceability may be limited by the Securities and Exchange Commission or a court of competent jurisdiction).

     GRH further represents and warrant to the Company that it is the sole beneficial owner of the Transferred Shares, and has good and valid title to the Transferred Shares, free of any liens, encumbrances, claims or restrictions, other than the Stockholders Agreement, dated March 9, 2004, between the Company, GRH and the other stockholders of the Company specified therein.

     This letter agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York, applicable to contracts made and to be performed entirely within the State of New York.

ACKNOWLEDGED AND AGREED BY:

US PHARMACEUTICAL GROUP, L.L.C.

 

IRREVOCABLE STOCK POWER

     FOR VALUE RECEIVED, the undersigned hereby assigns and transfers unto                      488,411 of the shares (the “Shares”) of Common Stock, par value $.0001 per share, of NationsHealth, Inc., a Delaware corporation (the “Corporation”), represented by Certificate No. MAC39 standing in the name of GRH Holdings, L.L.C. on the books of said Corporation, and does hereby irrevocably constitute and appoint                      as attorney-in-fact to so transfer the Shares in the books of the Corporation with full power of substitution in the premises.

Dated: February 28, 2005