SC 13D

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

NATIONSHEALTH, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

601316 10 2

(CUSIP Number)

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

with a copy to

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

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

August 31, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). RGGPLS Holding, Inc. IRS No. 68-0530571
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) CO

2

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Glenn M. Parker, M.D.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) IN

3

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Lewis P. Stone
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) IN

4

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Robert Gregg
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) IN

5

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Glenn M. Parker 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

6

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Lewis P. Stone 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

7

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Robert Gregg 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

8

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Robert Gregg Revocable Trust dated December 18, 2000
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

9

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Robin S. Parker, as trustee of the Glenn M. Parker 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

10

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Robert Gregg, as trustee of the Glenn M. Parker 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

11

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Stephanie T. Stone, as trustee of the Lewis P. Stone 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

12

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Robin S. Parker, as trustee of the Lewis P. Stone 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

13

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Pamela Fay Gregg, as trustee of the Robert Gregg 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

14

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Kathryn G. Pincus, as trustee of the Robert Gregg 2004 Multigenerational Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

15

CUSIP No.   601316 10 2
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) I.R.S. Identification Nos. of above persons (entities only). Robert Gregg, as trustee of the Robert Gregg Revocable Trust dated December 18, 2000
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Florida
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  18,205,936
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  14,142,235
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  18,205,936
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  Approximately 69.62 %
	14.	Type of Reporting Person (See Instructions) OO

16

Item 1.	Security and Issuer
This statement related to shares of common stock, par value $0.0001 per share, of NationsHealth, Inc., a Delaware corporation (formerly known as Millstream Acquisition Corporation) (the “Corporation”).  The principal executive offices of the Corporation are located at 13650 N.W. 8th Street, Suite 109, Sunrise, Florida 33325.
Item 2.	Identity and Background
This statement 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”).
RGGPLS is a corporation organized under the laws of the State of Florida.  The principal executive offices of RGGPLS are located at 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.  The common stock of RGGPLS is owned as follows:  350 shares by Dr. Parker, 650 shares by the Parker Trust, 200 by Mr. Stone, 800 by the Stone Trust, 300 by the Gregg Revocable Trust, and 700 by the Gregg Trust.  The directors of RGGPLS are Dr. Parker, Mr. Stone and Mr. Gregg.  The officers of RGGPLS are Dr. Parker, as President, Mr. Stone as Vice President, and Mr. Gregg as Secretary.
Robert Gregg is an individual and a United States citizen.  Mr. Gregg’s business address is 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.  Mr. Gregg is principally employed as the chief operating officer of the Corporation.  The principal executive offices of the Corporation are located at 13650 N.W. 8th Street, Suite 109, Sunrise, Florida 33325.
Lewis P. Stone is an individual and a United States citizen.  Mr. Stone’s business address is 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.  Mr. Stone is principally employed as the president, chief information officer and a member of the board of directors of the Corporation.  The principal executive offices of the Corporation are located at 13650 N.W. 8th Street, Suite 109, Sunrise, Florida 33325.
Glenn M. Parker, M.D., is an individual and a United States citizen.  Dr. Parker’s business address is 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.  Dr. Parker is principally employed as the chief executive officer and a member of the board of directors of the Corporation.  The principal executive offices of the Corporation are located at 13650 N.W. 8th Street, Suite 109, Sunrise, Florida 33325.
The Parker Trust is a trust established under the laws of the State of Florida by Glenn M. Parker for the benefit of his family and/or himself.  The business address of the Parker Trust is c/o RGGPLS Holding, Inc., 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.  The trustees of the Parker Trust are Robin S. Parker and Robert Gregg.  Mrs. Parker is an individual, a United States citizen, the wife of Dr. Parker, and is a homemaker.  Mrs. Parker’s business address is c/o RGGPLS Holding, Inc., 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.
The Stone Trust is a trust established under the laws of the State of Florida by Lewis Stone for the benefit of his family and/or himself.  The business address of the Stone Trust is c/o RGGPLS Holding, Inc., 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.  The trustees of the Stone Trust are Stephanie T. Stone and Robin S. Parker.  Mrs. Stone is an individual, a United States citizen, the wife of Mr. Stone, and is a homemaker.  Mrs. Stone’s business address is c/o RGGPLS Holding, Inc., 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.
The Gregg Trust is a trust established under the laws of the State of Florida by Robert Gregg for the benefit of his family and/or himself.  The business address of the Gregg Trust is c/o RGGPLS Holding, Inc., 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.  The trustees of the Gregg Trust are Pamela Fay Gregg and Kathryn G. Pincus.  Mrs. Gregg is an individual, a United States citizen, the wife of Mr. Gregg, and is a homemaker. Ms. Pincus is an individual, a United States citizen, the sister of Mr. Gregg, and is a sales executive for Aurasin LLC.  Pincus’ business address is 6701 Nob Hill R, Tamarac, Florida 33321. Mrs. Gregg’s business address is c/o RGGPLS Holding, Inc., 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.

17

The Gregg Revocable Trust is a trust established under the laws of the State of Florida by Robert Gregg for the benefit of his family and/or himself.  The business address of the Gregg Revocable Trust is c/o RGGPLS Holding, Inc., 13650 N.W. 8th St., Suite 109, Sunrise, Florida 33325.  The trustee of the Gregg Revocable Trust is Robert Gregg.
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations with respect to such laws.
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, each of the Reporting Persons have agreed to the joint filing on behalf of them of this Schedule 13D.  The joint filing agreement among such persons is filed as an exhibit to this Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
On August 31, 2004, N Merger L.L.C., a wholly-owned subsidiary of the Corporation, was merged with and into NationsHealth Holdings, L.L.C. (“NationsHealth”), a company based in Sunrise Florida in which RGGPLS owned a majority membership interest (the “Merger”), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of August 10, 2004 (the “Merger Agreement”), among the Corporation, NationsHealth and N Merger L.L.C.  Pursuant to the Merger, all of the outstanding membership interests in NationsHealth, including the membership interests held by RGGPLS, were converted into cash and/or shares of common stock of the Corporation, par value $0.0001 per share (the “Common Stock”).  As a result of the Merger, NationsHealth became a wholly-owned subsidiary of the Corporation and RGGPLS acquired 14,192,235 shares of Common Stock.  The Merger Agreement is incorporated herein by reference.
Item 4.	Purpose of Transaction
The Merger
At the effective time of the Merger, which occurred on August 31, 2004, RGGPLS was issued 14,142,235 shares of Common Stock, as partial consideration paid by the Corporation for RGGPLS’s membership interest in NationsHealth.  RGGPLS acquired the securities of the Corporation for investment purposes only.
In connection with the Merger, RGGPLS entered into the governance agreement, stockholders agreement, registration rights agreement, indemnification and escrow agreement and the letter agreement described below.
Governance Agreement
On March 9, 2004, the Corporation, Arthur Spector, and RGGPLS, as the former holder of the majority of the outstanding membership interests in NationsHealth, signed a governance agreement, which was amended and restated on August 10, 2004 (as amended and restated, the “Governance Agreement”).  The following description of the Governance Agreement describes the material terms of the Governance Agreement, but does not purport to describe all the terms of the Governance Agreement.  A copy of the Governance Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
Composition of Board
The board of directors of the Corporation will initially be comprised of eleven directors, with nine designated by RGGPLS and two designated by Arthur Spector. If the size of the board of directors is increased or decreased, the number of RGGPLS nominees and Mr. Spector nominees that RGGPLS or Mr. Spector respectively, is entitled to include in the Corporation’s proxy statement will increase or decrease proportionately. However, Mr. Spector’s directors shall not represent greater than 20% of the entire board of directors as increased or decreased.

18

RGGPLS and Mr. Spector have agreed that prior to the later to occur of the date on which Mr. Spector owns less than 1% of the Corporation’s issued and outstanding common stock and August 25, 2006, Mr. Spector shall have the right to include at least one nominee in the Corporation’s proxy statement.

Corporation’s Proxy Statement

With respect to each meeting for the election of directors, RGGPLS and Mr. Spector shall have the right to include in the Corporation’s proxy statement the following nominees:

Rights of RGGPLS

•      if RGGPLS owns at least 20% of the issued and outstanding shares of the Corporation’s common stock, then RGGPLS will have the right to appoint three nominees for each class that is standing for election to the board of directors.

•      Prior to a triggering event, one RGGPLS nominee in each of Class I, Class II and Class III must be an independent director;

•      After a triggering event, two RGGPLS nominees must be independent directors in each of Class I and Class III and one RGGPLS nominee must be an independent director for Class II. However, after a Spector termination event, only one RGGPLS nominee for Class I must be an independent director;

•      if RGGPLS owns less than 20% and more than 5% of the issued and outstanding shares of the Corporation’s common stock, then RGGPLS will have the right to appoint one nominee in each of Class I and Class II and two nominees in Class III, none of whom are required to be independent directors; and

•      if RGGPLS owns less than 5% of the issued and outstanding shares of the Corporation’s common stock, then RGGPLS will have the right to appoint one nominee in each of Class I, Class II and Class III, none of whom are required to be independent directors.

Rights of Mr Spector

•      if Mr. Spector owns at least 1% of the issued and outstanding shares of the Corporation’s common stock, then Mr. Spector will have the right to appoint one nominee for each of Class II and III, but no nominees in Class I.

•      Prior to a triggering event, these nominees are not required to be independent directors;

•      but after a triggering event Mr. Spector’s nominee in Class II must be an independent director.

•      if, Mr. Spector owns less than 1% of the issued and outstanding shares of the Corporation’s common stock prior to August 25, 2006, then Mr. Spector will have the right to appoint one nominee in Class III, but no nominees in Class I or Class II. After August 25, 2006, Mr. Spector will have no right appoint any nominees to the board of directors.

•      Arthur Spector will be the non-executive chairman of the board until a Spector termination event.

A triggering event occurs when:

•      if the Corporation’s common stock is listed or quoted on Nasdaq, the American Stock Exchange or any other national securities exchange, and the Corporation fails to be controlled by a person or group owning at least 50% of the combined voting power of the Corporation or otherwise fails to constitute a “controlled company” for purposes of the rules and regulations of the applicable exchange.

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A Spector termination event occurs on the later of the date:

•      Mr. Spector owns less than 1% of the Corporation’s outstanding common stock; or

•      August 25, 2006.

Resignation of Non-Independent Directors Upon Occurrence of a Triggering Event

If a triggering event occurs:

•      RGGPLS shall cause two of its nominated directors who are not independent directors to resign as promptly as practicable and shall designate two independent directors to fill the positions; and

•      Spector shall cause his nominated director to resign and shall designate one independent director to fill the position.

Solicitation of Proxies and Voting

The Corporation is required to use reasonable best efforts to solicit from the stockholders eligible to vote for the election of directors proxies in favor of the nominees indicated by RGGPLS and Mr. Spector.

Each of RGGPLS and Mr. Spector agrees that, at any annual or special meeting of the stockholders, or any action by written consent, each will vote its respective shares:

•      in the favor of the RGGPLS and Spector nominees included within the Corporation’s proxy statement; and

•      against the election of any person nominated in opposition to the RGGPLS and Spector nominees or the removal of the RGGPLS and Spector nominees.

Officers of the Corporation

The governance agreement provides that after the consummation of the Merger the board of directors will appoint the following executive officers:

•      Glenn M. Parker, M.D., as Chief Executive Officer,

•      Robert Gregg, as Chief Operating Officer,

•      Lewis P. Stone, as President and Chief Information Officer, and

•      Timothy Fairbanks, as Chief Financial Officer.

Termination

The governance agreement terminates:

•      with respect to RGGPLS at the later of:

•      the date when RGGPLS owns less that 1% of the Corporation’s outstanding common stock; or

•      August 25, 2006

•      with respect to Spector:

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•      upon the occurrence of a Spector termination event;

•      whenever RGGPLS delivers notice stating that it terminates the agreement; and

•      if not terminated earlier, then upon the sixth anniversary of the date of the governance agreement.

Stockholders Agreement

On March 9, 2004, the Corporation, and RGGPLS and GRH, former members of NationsHealth, executed a stockholders agreement that was amended on June 2, 2004 (as amended, the “Stockholders Agreement”). The following description of the Stockholders Agreement describes the material terms of the Stockholders Agreement, but does not purport to describe all the terms of the Stockholders Agreement.  A copy of the Stockholders Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

Agreement to Vote

At all stockholders meetings held by, or action by written consent of, the Corporation after the Merger, GRH will vote the covered shares:

in favor of:

•      all of the RGGPLS nominees if directors are to be elected at the stockholders meeting;

•      any matter submitted for approval by RGGPLS; and/or

•      any other matter as directed by RGGPLS; and

against:

•      the election of any person or persons nominated in opposition to the RGGPLS nominees (if directors are to be elected at the stockholders meeting);

•      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; and/or

•      any other matter as directed by RGGPLS.

The covered shares are:

•      the shares of the Corporation’s common stock issued to GRH upon conversion of GRH’s class B member interests in NationsHealth upon consummation of the Merger; and

•      2,400,000 shares out of the shares of the Corporation’s common stock issued to GRH upon conversion of GRH’s preferred member interests in NationsHealth upon consummation of the Merger.

Irrevocable Proxy

GRH has irrevocably appointed RGGPLS as GRH’s proxy and attorney. The proxy will have full power of substitution to vote and act in the event that GRH fails at any time to vote or act by written consent with respect to any of its shares as agreed in the stockholders agreement, as amended.

Restrictions on Transfer

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GRH has agreed that, without the prior written consent of RGGPLS, it will not, at any time after the date of the stockholders agreement, as amended, and prior to March 8, 2010, sell, dispose of, or grant any option or enter into any swap or other arrangement with respect to, the covered shares until GRH has sold to a non-affiliated third party all of the shares of the Corporation’s common stock that do not constitute covered shares for purposes of the stockholders agreement.

Tag-along Rights

If either RGGPLS or GRH intends to sell all or part of its securities of the Corporation, the other will have the right to sell the same portion of the same securities on the same terms to the same buyer or to another financially reputable buyer.

Registration Rights Agreement

On March 9, 2004, the Corporation, and RGGPLS, GRH, and Becton, Dickinson and Company (“BD”), being all of the former members of NationsHealth, entered into a registration rights agreement that was amended on June 2, 2004 (as amended, the “Registration Rights Agreement”). The following description of the Registration Rights Agreement describes the material terms of the Registration Rights Agreement, but does not purport to describe all the terms of the Registration Rights Agreement.  A copy of the Registration Rights Agreement is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

The Corporation has agreed to grant registration rights to RGGPLS, GRH and BD with respect to the securities of the Corporation issued to them upon completion of the Merger.

Demand Registration Rights

RGGPLS may require up to four occasions, and GRH may require one occasion, that the Corporation register the shares of common stock held by it issued in the Merger.

•      The securities covered by the registration must have an aggregate price to the public of at least $1,000,000; and

•      The Corporation is not required to effect any registration within three months after the effective date of a proxy statement relating to any underwritten offering of common stock, including any such offering effected pursuant to the registration rights agreement, as amended.

Piggy-back Registration Rights

If at any time after the Merger, the Corporation proposes to file a registration statement under the Securities Act of 1933 with respect to an offering of equity securities, either for its own account or the account of other stockholders, then RGGPLS, GRH and BD will have the right to include their shares in the registration statement, subject to specific limitations set forth in the registration rights agreement, as amended.

Form S-3 Registration Rights

Each of RGGPLS, GRH and BD have the right, to require on an unlimited number of occasions, that the Corporation register their shares on a “Form S-3” or other short-form registration statement that may be available. In addition to other limitations set forth in the registration rights agreement, as amended, the aggregate offering to the public must be at least $500,000.

Lock-up

RGGPLS, GRH and BD have agreed,

•      until the expiration of a 180-day period following the consummation of the Merger, not to sell or otherwise dispose of the shares of the Corporation’s common stock received by them in the Merger (these shares of common stock are referred to as the merger securities in the immediately following paragraph); and

22

(these shares of common stock are referred to as the merger securities in the immediately following paragraph); and

•      in each of the next three succeeding 180-day periods each of them may, at any time during the 180-day period, sell up to 25% its merger securities; and

This restriction on transfer terminates on the second anniversary of the effective date of the Merger.

Indemnification and Escrow Agreement

As contemplated by the Merger Agreement, on August 30, 2004, the Corporation, RGGPLS, Arthur Spector and Continental Stock Transfer & Trust Company, as escrow agent, entered into an Indemnification and Escrow Agreement (the “Indemnification and Escrow Agreement”). The following description of the Indemnification and Escrow Agreement describes the material terms of the Indemnification and Escrow Agreement, but does not purport to describe all the terms of the agreement.

Creation of Escrow

At the closing of the transactions contemplated by the Merger Agreement, $2,000,000 of the funds held in the trust account of the Corporation prior to such closing was not released to the Corporation, but was instead transferred to the escrow agent.

Release of Escrowed Funds

In the event of a breach by NationsHealth of any representations or warranties contained in the Merger Agreement or any of its covenants requiring performance prior to completion of the Merger, and subject to specific limitations contained in the indemnification and escrow agreement, the escrow agent will pay to the Corporation’s stockholders on the record date of the special meeting and who did not exercise their conversion rights an amount equal to the losses resulting from NationsHealth’s breach. The indemnification and escrow agreement provides that:

•                no escrowed funds shall be paid until amount of losses exceeds $250,000 on a cumulative basis;

•                any individual loss must exceed $1,000 to be included in the calculation of cumulative losses; and

•                the maximum amount that may be paid out of the escrow account is $2,000,000 in the aggregate.

Exclusive Remedy

The escrowed funds represent the exclusive remedy of the Corporation’s stockholders for losses incurred in connection with the breach by NationsHealth of any of its representations and warranties or its covenants requiring performance prior to the Merger contained in the Merger Agreement.

Survival Period

For the purpose of the Indemnification and Escrow Agreement, the representations and warranties and covenants requiring performance prior to the Merger contained in the Merger Agreement will survive the Merger and remain in force for one year. Any claim must be made prior to the one-year period in order for the escrowed funds to be paid with respect to any losses.

A copy of the Indemnification and Escrow Agreement is filed as an exhibit to this Schedule 13D and is incorporated by reference herein.

Letter Agreement

On August 27, 2004, RGGPLS and GRH entered into a letter agreement.  The letter agreement provides that in the event the Corporation adopts a stock option plan for the benefit of its employees and other individuals,

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each of RGGPLS and GRH will surrender to the Corporation a certain number of shares of the Corporation issued to RGGPLS and GRH, respectively.  A copy of the letter agreement is filed as an exhibit to this Schedule 13D and is incorporated by reference herein.
Except as set forth herein, none of the Reporting Persons has presently formulated any plans or proposals that relate to or would result in any actions or events required to be enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a) and (b) RGGPLS is the owner, with shared dispositive and voting power, of 14,142,235 shares of Common Stock, which represents approximately 54.08% of the shares of Common Stock outstanding immediately following the consummation of the Merger.  As a result of the rights granted to RGGPLS under the stockholders agreement described in Item 4 above, RGGPLS may also be deemed the beneficial owner, with shared voting power, of an additional 4,063,701 shares of Common Stock issued to GRH Holdings, L.L.C. (“GRH”), for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents approximately 69.62% of the shares of Common Stock outstanding immediately following the consummation of the Merger.
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 14,142,235 shares of Common Stock, which represents approximately 54.08% of the shares of Common Stock outstanding immediately following the consummation of the Merger.  As a result of his ownership of RGGPLS common stock and the rights granted to RGGPLS under the stockholders agreement described in Item 4 above, Dr. Parker may also be deemed the beneficial owner, with shared voting power, of an additional 4,063,701 shares of Common Stock issued to GRH, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents approximately 69.62% of the shares of Common Stock outstanding immediately following the consummation of the Merger.
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 14,142,235 shares of Common Stock, which represents approximately 54.08% of the shares of Common Stock outstanding immediately following the consummation of the Merger.  As a result of his ownership of RGGPLS common stock and the rights granted to RGGPLS under the stockholders agreement described in Item 4 above, Mr. Stone may also be deemed the beneficial owner, with shared voting power, of an additional 4,063,701 shares of Common Stock issued to GRH, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents approximately 69.62% of the shares of Common Stock outstanding immediately following the consummation of the Merger.
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 14,142,235 shares of Common Stock, which represents approximately 54.08% of the shares of Common Stock outstanding immediately following the consummation of the Merger.  As a result of his ownership of RGGPLS common stock and the rights granted to RGGPLS under the stockholders agreement described in Item 4 above, Mr. Gregg may also be deemed the beneficial owner, with shared voting power, of an additional 4,063,701 shares of Common Stock issued to GRH, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents approximately 69.62% of the shares of Common Stock outstanding immediately following the consummation of the Merger.
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 14,142,235 shares of Common Stock, which represents approximately 54.08% of the shares of Common Stock outstanding immediately following the consummation of the Merger.  As a result of its ownership of RGGPLS common stock and the rights granted to RGGPLS under the 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 4,063,701 shares of Common Stock issued to GRH, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents approximately 69.62% of the shares of Common Stock outstanding immediately following the consummation of the Merger.

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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 14,142,235 shares of Common Stock, which represents approximately 54.08% of the shares of Common Stock outstanding immediately following the consummation of the Merger.  As a result of its ownership of RGGPLS common stock and the rights granted to RGGPLS under the 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 4,063,701 shares of Common Stock issued to GRH, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents approximately 69.62% of the shares of Common Stock outstanding immediately following the consummation of the Merger.
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 14,142,235 shares of Common Stock, which represents approximately 54.08% of the shares of Common Stock outstanding immediately following the consummation of the Merger.  As a result of its ownership of RGGPLS common stock and the rights granted to RGGPLS under the 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 4,063,701 shares of Common Stock issued to GRH, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents approximately 69.62% of the shares of Common Stock outstanding immediately following the consummation of the Merger.
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 14,142,235 shares of Common Stock, which represents approximately 54.08% of the shares of Common Stock outstanding immediately following the consummation of the Merger.  As a result of its ownership of RGGPLS common stock and the rights granted to RGGPLS under the 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 4,063,701 shares of Common Stock issued to GRH, for a total beneficial ownership of 18,205,936 shares of Common Stock, which represents approximately 69.62% of the shares of Common Stock outstanding immediately following the consummation of the Merger.
The calculation of the foregoing percentages is based on the fact that (i) there are 26,150,000 shares of Common Stock issued and outstanding as of August 31, 2004, the closing date of the Merger, as described in the definitive Proxy Statement of the Corporation filed by the Corporation with the Securities and Exchange Commission on August 14, 2004 pursuant to Section 14 of the Securities Exchange Act of 1934, and (ii) no shares of Common Stock were converted into cash in connection with the Merger.
Other than as set forth above, no shares of Common Stock are owned by any of the Reporting Persons
(c) At the effective time of the Merger, which occurred on August 31, 2004, as partial consideration for all of the membership interests in NationsHealth owned by RGGPLS and pursuant to the Merger Agreement, RGGPLS acquired 14,142,235 shares of Common Stock.  In connection with the Merger, the Corporation, RGGPLS and GRH Holdings, LLC entered into the stockholders agreement described Item Item 4 above, which description is incorporated herein by reference, which grants RGGPLS certain rights with respect to 4,063,701 shares of Common Stock issued to GRH Holdings, LLC.
(d) None.
(e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
In connection with the Merger, RGGPLS entered into the Governance Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Indemnification and Escrow Agreement and the letter agreement, each as described in Item 4 above.  The information set forth in Item 4 above is incorporated herein by reference.

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Except as set forth herein, none of the Reporting Persons has entered into any contracts, arrangements, understandings or relationships required to be described in Item 6 of Schedule 13D.
Item 7.	Material to Be Filed as Exhibits
Exhibit 2.1		Amended and Restated Agreement and Plan of Merger among NationsHealth, Inc., NationsHealth Holdings, L.L.C., and N Merger L.L.C, dated as of August 10, 2004
Exhibit 10.1		Joint Filing Agreement among the Reporting Persons
Exhibit 10.2		Amended and Restated Governance Agreement among NationsHealth, Inc., Arthur Spector and RGGPLS Holding, Inc., dated as of August 10, 2004
Exhibit 10.3		Stockholders Agreement among NationsHealth, Inc., RGGPLS Holding, Inc., and GRH Holdings, LLC, dated as of March 9, 2004, as amended on June 2, 2004
Exhibit 10.4		Registration Rights Agreement among NationsHealth, Inc., RGGPLS Holding, Inc., GRH Holdings, LLC, and Becton, Dickinson and Company, dated as of March 9, 2004, as amended on June 2, 2004
Exhibit 10.5		Indemnification and Escrow Agreement among NationsHealth, Inc., RGGPLS Holding, Inc., Arthur Spector and Continental Stock Transfer & Trust Company, dated as of August 30, 2004
Exhibit 10.6		Letter Agreement between RGGPLS Holding, Inc. and GRH Holdings, LLC, dated August 27, 2004

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Signature

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

Date: September 10, 2004

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

Number	Exhibit
Exhibit 2.1	Amended and Restated Agreement and Plan of Merger among NationsHealth, Inc., NationsHealth Holdings, L.L.C., and N Merger L.L.C, dated as of August 10, 2004
Exhibit 10.1	Joint Filing Agreement among the Reporting Persons
Exhibit 10.2	Amended and Restated Governance Agreement among NationsHealth, Inc., Arthur Spector and RGGPLS Holding, Inc., dated as of August 10, 2004
Exhibit 10.3	Stockholders Agreement among NationsHealth, Inc., RGGPLS Holding, Inc., and GRH Holdings, LLC, dated as of March 9, 2004, as amended on June 2, 2004
Exhibit 10.4	Registration Rights Agreement among NationsHealth, Inc., RGGPLS Holding, Inc., GRH Holdings, LLC, Becton, Dickinson and Company, dated as of March 9, 2004, as amended on June 2, 2004
Exhibit 10.5	Indemnification and Escrow Agreement among NationsHealth, Inc., RGGPLS Holding, Inc., Arthur Spector and Continental Stock Transfer & Trust Company, dated as of August 30, 2004
Exhibit 10.6	Letter Agreement between RGGPLS Holding, Inc. and GRH Holdings, LLC, dated August 27, 2004

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of NationsHealth, Inc., and further agree that this Joint Filing Agreement be included as Exhibit 1.

In evidence thereof, the undersigned hereby execute this Joint Filing Agreement as of September 10, 2004.

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

EX-2.1

Exhibit 2.1

EXECUTION COPY

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

Dated as of August 10, 2004,

among

MILLSTREAM ACQUISITION CORPORATION,

N MERGER L.L.C.

and

NATIONSHEALTH HOLDINGS, L.L.C.

TABLE OF CONTENTS

ARTICLE I
The Merger
SECTION 1.01.	The Merger
SECTION 1.02.	Closing
SECTION 1.03.	Effective Time
SECTION 1.04.	Effects
SECTION 1.05.	Articles of Organization and Operating Agreement
SECTION 1.06.	Directors and Officers
SECTION 1.07.	Parent Charter and By-Laws
SECTION 1.08.	Name; Headquarters; Stock Symbol
SECTION 1.09.	Certain Matters
ARTICLE II
Effect of the Merger; Exchange of Certificates
SECTION 2.01.	Effect on Membership Interests
SECTION 2.02.	Exchange of Certificates
ARTICLE III
Representations and Warranties of the Company
SECTION 3.01.	Organization, Standing and Power
SECTION 3.02.	Company Subsidiaries; Equity Interests
SECTION 3.03.	Capital Structure
SECTION 3.04.	Authority; Execution and Delivery; Enforceability
SECTION 3.05.	No Conflicts; Consents
SECTION 3.06.	Financial Statements; Undisclosed Liabilities
SECTION 3.07.	Information Supplied
SECTION 3.08.	Absence of Certain Changes or Events
SECTION 3.09.	Taxes
SECTION 3.10.	Benefit Plans
SECTION 3.11.	Litigation
SECTION 3.12.	Compliance with Applicable Laws

i

SECTION 3.13.	Contracts; Debt Instruments
SECTION 3.14.	Brokers; Schedule of Fees and Expenses
SECTION 3.15.	Real Property
SECTION 3.16.	Related Party Transactions
SECTION 3.17.	Permits
SECTION 3.18.	Labor Relations
SECTION 3.19.	Insurance
SECTION 3.20.	Intellectual Property
SECTION 3.21.	Environmental Liability
SECTION 3.22.	Complete Disclosure
SECTION 3.23.	Medicare and Medicaid
SECTION 3.24.	Fraud and Abuse
SECTION 3.25.	Compliance with the HIPAA Privacy Standards
ARTICLE IV
Representations and Warranties of Parent and Sub
SECTION 4.01.	Organization, Standing and Power
SECTION 4.02.	Parent Subsidiaries; Equity Interests
SECTION 4.03.	Capital Structure
SECTION 4.04.	Authority; Execution and Delivery; Enforceability
SECTION 4.05.	No Conflicts; Consents
SECTION 4.06.	SEC Documents; Undisclosed Liabilities
SECTION 4.07.	Information Supplied
SECTION 4.08.	Absence of Certain Changes or Events
SECTION 4.09.	Taxes
SECTION 4.10.	Employees
SECTION 4.11.	Benefit Plans
SECTION 4.12.	Litigation
SECTION 4.13.	Compliance with Applicable Laws
SECTION 4.14.	Contracts; Debt Instruments
SECTION 4.15.	Brokers; Schedule of Fees and Expenses

ii

SECTION 4.16.	Intellectual Property
SECTION 4.17.	Trust Funds; Liquidation
SECTION 4.18.	Real Property
SECTION 4.19.	Related Party Transactions
SECTION 4.20.	Investment Company Act
SECTION 4.21.	Permits
SECTION 4.22.	Insurance
SECTION 4.23.	Complete Disclosure
ARTICLE V
Covenants Relating to Conduct of Business
SECTION 5.01.	Conduct of Business
SECTION 5.02.	No Solicitation by Parent
SECTION 5.03.	No Solicitation by the Company
ARTICLE VI
Additional Agreements
SECTION 6.01.	Preparation of the Proxy Statement; Parent Stockholders Meeting
SECTION 6.02.	Access to Information; Confidentiality
SECTION 6.03.	Reasonable Efforts; Notification
SECTION 6.04.	Indemnification
SECTION 6.05.	Fees and Expenses
SECTION 6.06.	Public Announcements
SECTION 6.07.	Transfer Taxes
SECTION 6.08.	Affiliates
SECTION 6.09.	Quotation or Listing
SECTION 6.10.	Tax Treatment
SECTION 6.11.	Pre-Closing Confirmation
ARTICLE VII
Conditions Precedent
SECTION 7.01.	Conditions to Each Party’s Obligation To Effect The Merger

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SECTION 7.02.	Conditions to Obligations of Parent and Sub
SECTION 7.03.	Conditions to Obligation of the Company
ARTICLE VIII
Termination, Amendment and Waiver
SECTION 8.01.	Termination
SECTION 8.02.	Effect of Termination
SECTION 8.03.	Amendment
SECTION 8.04.	Extension; Waiver
SECTION 8.05.	Procedure for Termination, Amendment, Extension or Waiver
ARTICLE IX
General Provisions
SECTION 9.01.	Nonsurvival of Representations and Warranties
SECTION 9.02.	Notices
SECTION 9.03.	Definitions
SECTION 9.04.	Interpretation; Disclosure Letters
SECTION 9.05.	Severability
SECTION 9.06.	Counterparts
SECTION 9.07.	Entire Agreement; No Third-Party Beneficiaries
SECTION 9.08.	Governing Law
SECTION 9.09.	Assignment
SECTION 9.10.	Enforcement

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Annexes
Annex A	Amendment
Annex B	Indemnification Agreement
Exhibits
Exhibit A	Form of Third Amended and Restated Operating Agreement of the Company
Exhibit B	Form of Second Restated Certificate of Incorporation of Parent
Exhibit C	Form of Second Amended and Restated By-laws of Parent
Exhibit D	Form of Affiliate Letter

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2004 (this “Agreement”), among MILLSTREAM ACQUISITION CORPORATION, a Delaware corporation (“Parent”), N MERGER L.L.C., a Florida limited liability company and a wholly owned subsidiary of Parent (“Sub”), and NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (the “Company”).

WHEREAS Parent, Sub and the Company entered into an Agreement and Plan of Merger, dated as of March 9, 2004, and amended as of June 2, 2004 and as of June 29, 2004 (as so amended, the “Original Merger Agreement”), and they now desire to amend and restate the Original Merger Agreement (it being understood that all references herein to this “Agreement” refer to the Original Merger Agreement as amended and restated hereby and that all references herein to “the date hereof” or “the date of this Agreement” refer to March 9, 2004);

WHEREAS the Board of Directors of Parent, the sole member of Sub, and the Preferred Member Representatives (as defined in the Second Amended and Restated Operating Agreement of the Company, dated as of October 30, 2003 (the “Company Operating Agreement”), among RGGPLS Holding, Inc., a Florida corporation (“RGGPLS”), GRH Holdings, LLC, a Florida limited liability company (“GRH”), and Becton, Dickinson and Company, a New Jersey corporation (“BD”)), have approved and declared advisable this Agreement and the merger of Sub with and into the Company (the “Merger”) on the terms and subject to the conditions set forth in this Agreement, whereby (a) each Preferred Member interest (as defined in the Company Operating Agreement) held by RGGPLS shall be converted into the right to receive common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”), and cash, (b) each Preferred Member interest held by GRH and BD shall be converted into the right to receive Parent Common Stock and (c) each Class B Member interest (as defined in the Company Operating Agreement; the Preferred Member interests together with the Class B Member interests being referred to herein as the “Company Member Interests”) held by GRH shall be converted into the right to receive Parent Common Stock, on the terms set forth in this Agreement;

WHEREAS the approval of this Agreement and the Merger on behalf of the Company has been obtained on the date hereof by virtue of the execution of a written consent by all of the members of the Company;

WHEREAS simultaneously with the execution and delivery of this Agreement, Parent, RGGPLS and Arthur Spector (“Spector”) are entering into a governance agreement (the “Governance Agreement”), setting forth certain covenants and agreements that will apply to Parent from and after the Effective Time;

WHEREAS simultaneously with the execution and delivery of this Agreement, Parent, RGGPLS and GRH are entering into a stockholders agreement (the “Stockholders Agreement”), pursuant to which GRH will agree to vote certain of its shares of Parent Common Stock as directed by RGGPLS from and after the Effective Time,

WHEREAS simultaneously with the execution and delivery of this Agreement, Parent, RGGPLS, GRH and BD are entering into a registration rights agreement (the “Registration Rights Agreement”), relating to the Parent Common Stock;

WHEREAS simultaneously with the execution and delivery of this Agreement, Parent, Arthur Spector and the other parties to that certain Registration Rights Agreement, dated as of July 22, 2003, shall execute and deliver an amendment thereto substantially in the form attached hereto as Annex A (the “Amendment”);

WHEREAS as soon as practicable following the execution and delivery of this Agreement, Parent, RGGPLS, Spector and Continental Stock Transfer & Trust Company (or another comparable bank or trust company) (the “Escrow Agent”) shall enter into the Indemnification and Escrow Agreement substantially in the form attached hereto as Annex B (the “Indemnification Agreement”);

WHEREAS simultaneously with the execution and delivery of this Agreement, Parent and each of Glenn M. Parker, M.D., Robert Gregg and Lewis Stone are entering into employment agreements (collectively, the “Employment Agreements”), relating to their employment by Parent on and after the Effective Time;

WHEREAS for Federal income tax purposes it is intended that the Merger qualify as an exchange as described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), (and another non-recognition transaction); and

WHEREAS Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

The Merger

SECTION 1.01.  The Merger.  On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Florida Limited Liability Company Act (the “FLLCA”), Sub shall be merged with and into the Company at the Effective Time (as defined in Section 1.03).  At the Effective Time, the separate existence of Sub shall cease and the Company shall continue as the surviving limited liability company (the “Surviving LLC”).  The Merger, the issuance by Parent of shares of Parent Common Stock in connection with the Merger (the “Share Issuance”), the Charter Amendment (as defined in Section 1.07(a)) and the other transactions contemplated by this Agreement are referred to in this Agreement collectively as the “Transactions”.  This Agreement, together with the Governance Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Amendment, the Indemnification Agreement and the Employment Agreements, are referred to in this Agreement collectively as the “Transaction Agreements”.  The Amendment and the Indemnification Agreement are referred to in this Agreement collectively as the “Other Agreements”.

SECTION 1.02.  Closing.  The closing (the “Closing”) of the Merger shall take place at the offices of McDermott Will & Emery LLP, 50 Rockefeller Plaza, New York, New York 10020 at 10:00 a.m.  on the second business day following the satisfaction (or, to the extent

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permitted by Law (as defined in Section 3.05), waiver by all parties) of the conditions set forth in Section 7.01, or, if on such day any condition set forth in Section 7.02 or 7.03 has not been satisfied (or, to the extent permitted by Law, waived by the party or parties entitled to the benefits thereof), as soon as practicable after all the conditions set forth in Article VII have been satisfied (or, to the extent permitted by Law, waived by the parties entitled to the benefits thereof), or at such other place, time and date as shall be agreed in writing between Parent and the Company.  The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

SECTION 1.03.  Effective Time.  Prior to the Closing, the Company shall prepare, and on the Closing Date or as soon as practicable thereafter, the Company shall file with the Secretary of State of the State of Florida, the articles of merger or other appropriate documents (in any such case, the “Articles of Merger”) executed in accordance with the relevant provisions of the FLLCA and shall make all other filings or recordings required under the FLLCA to give full effect to the Merger.  The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Florida, or at such other time as Parent and the Company shall agree and specify in the Articles of Merger (the time the Merger becomes effective being the “Effective Time”).

SECTION 1.04.  Effects.  The Merger shall have the effects set forth in Section 4383 of the FLLCA.

SECTION 1.05.  Articles of Organization and Operating Agreement.  (a)  The Articles of Organization of the Company, as in effect immediately prior to the Effective Time, shall be the Articles of Organization of the Surviving LLC until thereafter changed or amended as provided therein or by applicable Law.

(b)  The Company Operating Agreement as in effect immediately prior to the Effective Time shall be amended at the Effective Time to read in substantially the form of Exhibit A, and, as so amended, shall be the operating agreement of the Surviving LLC until thereafter changed or amended as provided therein or by applicable Law (the “Surviving LLC Operating Agreement”).

SECTION 1.06.  Directors and Officers.  From and after the Effective Time, the Surviving LLC shall be governed and managed as a sole member limited liability company in accordance with the Surviving LLC Operating Agreement, and Parent shall be the sole member of the Surviving LLC.  The business address of Parent is set forth in Section 9.02(a); provided, however, that as of and after the Effective Time, the business address of Parent shall be the business address of the Company, as set forth in Section 9.02(b).

SECTION 1.07.  Parent Charter and By-Laws.  (a)    Charter Amendment.  The Parent Charter (as defined in Section 4.01), as in effect immediately prior to the Effective Time, shall be amended immediately prior to the Effective Time so as to read in its entirety in substantially the form set forth as Exhibit B hereto (the “Charter Amendment”), and, as so amended, shall be the certificate of incorporation of Parent until thereafter changed or amended as provided therein or by applicable Law.

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(b)  By-laws Amendment.  The Parent By-laws (as defined in Section 4.01), as in effect immediately prior to the Effective Time, shall be amended immediately prior to the Effective Time so as to read in their entirety in substantially the form set forth as Exhibit C hereto, and, as so amended, shall be the by-laws of Parent until thereafter changed or amended as provided therein or by applicable Law.

SECTION 1.08.  Name; Headquarters; Stock Symbol.  As of and after the Effective Time:

(a)  the name of Parent shall be changed to “NationsHealth, Inc.”;

(b)  the corporate headquarters and principal executive offices of Parent shall be located at 13650 N.W. 8th Street, Suite 109, Sunrise, Florida, or such other location in the United States as shall be designated by RGGPLS; and

(c)  Parent shall cause the symbol under which the Parent Common Stock and Parent Warrants are traded on the OTC Bulletin Board, Nasdaq (as defined in Section 6.09) or the AMEX (as defined in Section 6.09) to change to a symbol as determined by RGGPLS that, if available, is reasonably representative of the corporate name or business of the Company.

SECTION 1.09.  Certain Matters.  Immediately following the Effective Time, Parent shall simultaneously (i) repay the loans made by RGGPLS and GRH to the Company set forth in Section 1.09 of the Company Disclosure Letter (as defined in Article III) plus accrued but unpaid interest thereon, (ii) arrange for the release or termination of any guarantees made by RGGPLS (or any of its stockholders) or by GRH (or any of its members or Michael Gusky) on behalf of the Company in respect of loans made by Capital Source Finance LLC to the Company set forth in Section 1.09 of the Company Disclosure Letter and (iii) arrange for the release of any collateral deposited by RGGPLS (or any of its stockholders) or GRH (or any of its members or Michael Gusky) in respect of loans made by Capital Source Finance LLC to the Company set forth in Section 1.09 of the Company Disclosure Letter.

ARTICLE II

Effect of the Merger; Exchange of Certificates

SECTION 2.01.  Effect on Membership Interests.  At the Effective Time, by virtue of the Merger and without any action on the part of any member of the Company or Sub:

(a)  Membership Interests of Sub.  All of the outstanding membership interests of Sub shall be converted into and become 100% of the membership interests of the Surviving LLC.

(b)  Cancellation of Company Member Interests Owned by Parent.  Each Company Member Interest that is owned by Parent, if any, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefore.

(c)  Conversion of Company Member Interests.  (1) Subject to Section 2.01(b):  (A) the Preferred Member interest held by RGGPLS shall be converted into the right to receive

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(i) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Stock Consideration multiplied by 66.1625%, (ii) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Additional Stock Consideration multiplied by 66.1625%, and (iii) $3,000,000 in cash; (B) the Preferred Member interest held by GRH shall be converted into the right to receive (i) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Stock Consideration multiplied by 22.0541%, and (ii) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Additional Stock Consideration multiplied by 22.0541%; (C) the Preferred Member interest held by BD shall be converted into the right to receive (i) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Stock Consideration multiplied by 4.0000%, and (ii) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Additional Stock Consideration multiplied by 4.0000%, and (D) the Class B Member interest held by GRH shall be converted into the right to receive (i) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Stock Consideration multiplied by 7.7834%, and (ii) a number of fully paid and nonassessable shares of Parent Common Stock equal to the Additional Stock Consideration multiplied by 7.7834%.

(2) The shares of Parent Common Stock to be issued, and cash payable, upon the conversion of the Company Member Interests pursuant to this Section 2.01(c), are referred to collectively as “Merger Consideration”.  As of the Effective Time, all such Company Member Interests shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Company Member Interests shall cease to have any rights with respect thereto, except the right to receive Merger Consideration in accordance with Section 2.02, without interest.  “Stock Consideration” means the product of (i) 4,775,000 and (ii) the Conversion Number.  The “Conversion Number” shall equal the quotient represented by dividing (i) the sum of 400 plus the product of (A) three multiplied by (B) the Percentage of Demanding Holders, by (ii) the amount equal to 100 minus the Percentage of Demanding Holders.  “Percentage of Demanding Holders” shall mean the percentage (expressed as a number out to the ten thousandths decimal point (e.g., 10.7553% shall be “10.7553” for purposes of this definition)) of IPO Shares (as defined in Article Fifth, paragraph B of the Parent Charter) that the holders of which shall have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement.  “Additional Stock Consideration” means 2,275,000 shares of Parent Common Stock.

SECTION 2.02.  Exchange of Certificates.   (a)  Exchange Agent.  Immediately prior to the Effective Time, Parent shall deposit with Continental Stock Transfer & Trust Company (or another comparable bank or trust company) (the “Exchange Agent”), for the benefit of the holders of Company Member Interests, for exchange in accordance with this Article II, through the Exchange Agent, certificates representing the shares of Parent Common Stock issuable pursuant to Section 2.01 in exchange for outstanding Company Member Interests (such shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”).  Parent shall take all steps necessary to enable Parent to pay immediately following the Effective Time all the cash necessary to pay for the Preferred Member interest held by RGGPLS, which shall be converted into the right to receive, among other things, cash pursuant to Section 2.01.  Upon the occurrence of the Effective Time, the Exchange Agent shall, pursuant to irrevocable instructions,

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immediately deliver the Parent Common Stock contemplated to be issued pursuant to Section 2.01 out of the Exchange Fund.  The Exchange Fund shall not be used for any other purpose.

(b)  Exchange Procedures.  Immediately following the Effective Time, (x) Parent shall pay to RGGPLS the $3,000,000 in cash to which it is entitled in accordance with Section 2.01(c), and (y) the Exchange Agent shall deliver to the holders of Company Member Interests certificates representing the number of shares of Parent Common Stock into which such interests shall have been converted in accordance with Section 2.01(c).  Each Company Member Interest shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 2.02.

(c)  Distributions with Respect to Unexchanged Shares.  No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of Company Member Interests with respect to the shares of Parent Common Stock until the Effective Time in accordance with this Article II.  Subject to applicable Law, following surrender of any such Company Member Interests, there shall be paid to the holder of the certificate representing shares of Parent Common Stock issued in exchange therefor, without interest, at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time payable with respect to such shares of Parent Common Stock.

(d)  No Further Ownership Rights in Company Member Interests.  The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any Company Member Interests shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such Company Member Interests, subject, however, to the Surviving LLC’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such Company Member Interests in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers by the Surviving LLC of Company Member Interests that were outstanding immediately prior to the Effective Time.

(e)  Fractional Shares.  Certificates representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Member Interests pursuant to Section 2.01, and such fractional share interests shall entitle the owner thereof to the voting and other rights of a holder of Parent Common Stock in accordance with the portion of a whole share represented by such fraction.

ARTICLE III

Representations and Warranties of the Company

The Company represents and warrants to Parent and Sub that, except as set forth in the letter, dated as of the date of this Agreement, from the Company to Parent and Sub (the “Company Disclosure Letter”):

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SECTION 3.01.  Organization, Standing and Power.  Each of the Company and United States Pharmaceutical Group, L.L.C., a Delaware limited liability company (“USPGI”), is duly formed, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full limited liability company power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect.  The term “Company Material Adverse Effect” shall mean any material adverse effect on the business, financial condition or results of operations of the Company and USPGI, taken as a whole, and shall exclude any such change or effect that arises out of or is related to:  (i) changes in (x) general economic, regulatory or political conditions or (y) financial or securities markets in general; (ii) the announcement or public disclosure of this Agreement, the other Transaction Agreements, the Transactions or the identity of Parent; (iii) the Company’s and USPGI’s industries in general and not specifically related to the Company or USPGI; (iv) changes or clarifications in Laws (or in the Company’s interpretation of such Laws) related to (x) the businesses presently conducted by the Company and USPGI or (y) health care (including Medicare or Medicaid), in general; or (v) changes in GAAP (as defined in Section 3.06) or regulatory accounting principles for the Company’s and USGPI’s industries.  The Company and USPGI are duly qualified to do business in each jurisdiction where the nature of their business or their ownership or leasing of its properties make such qualification necessary, except where the failure to so qualify has not had or could not reasonably be expected to have a Company Material Adverse Effect.  The Company has made available to Parent true and complete copies of the Articles of Organization of the Company, as amended to the date of this Agreement (as so amended, the “Company Articles”), the Company Operating Agreement and the comparable organizational documents of USPGI, in each case as amended through the date of this Agreement.

SECTION 3.02.  Company Subsidiaries; Equity Interests. (a)  All of the membership interests of USPGI have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement and will be as of the Effective Time owned by the Company, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”).

(b)  Except for 100% of the membership interests of USPGI, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

SECTION 3.03.  Capital Structure.  The Company is authorized to issue Preferred Member interests, Class B Member interests, and Class C Member interests.  RGGPLS owned at the close of business on the date of this Agreement, and will own as of the Closing Date, Preferred Member interests aggregating to a 66.1625% Percentage Interest (as defined in the Company Operating Agreement).  GRH owned at the close of business on the date of this Agreement, and will own as of the Closing Date, Preferred Member interests aggregating to a 22.0541% Percentage Interest.  BD owned at the close of business on the date of this Agreement, and will own as of the Closing Date, Preferred Member interests aggregating to a 4.0000% Percentage Interest.  GRH owned at the close of business on the date of this Agreement, and will

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own as of the Closing Date, Class B Member interests aggregating to a 7.7834% Percentage Interest.  Class C Member interests (as defined in the Company Operating Agreement) aggregating up to a 7.6400% Percentage Interest have been reserved for issuance pursuant to an equity incentive plan that the Company had intended to adopt at a future date.  Except as set forth above, no member interests or other voting securities of the Company were, at the close of business on the date of this Agreement, or will be as of the Closing Date, issued, reserved for issuance or outstanding.  All outstanding Company Member Interests are, and all such interests that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the FLLCA, the Company Articles, the Company Operating Agreement or any Contract (as defined in Section 3.05) to which the Company is a party.  There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Preferred Member interests may vote (“Voting Company Debt”).  Except as set forth above, as of the date of this Agreement there are not, and as of the Closing Date there will not be any, options, warrants, rights, convertible or exchangeable securities, commitments, Contracts, arrangements or undertakings of any kind to which the Company or USPGI is a party (i) obligating the Company or USPGI to issue, deliver or sell, or cause to be issued, delivered or sold, additional Preferred Member interests in the Company or other equity interests in, or any security convertible or exercisable for or exchangeable into any equity interest in, the Company or USGPI or any Voting Company Debt, (ii) obligating the Company or USPGI to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Preferred Member interests.  As of the date of this Agreement there are not, and as of the Closing Date there will not be any, outstanding contractual obligations of the Company or USGPI to repurchase, redeem or otherwise acquire any equity interests in the Company or USGPI.

SECTION 3.04.  Authority; Execution and Delivery; Enforceability.  (a)  The Company has all requisite limited liability company power and authority to execute and deliver the Transaction Agreements to which it is a party and to consummate the Transactions.  The execution and delivery by the Company of each Transaction Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all necessary limited liability company action on the part of the Company.  The Company has duly executed and delivered each Transaction Agreement to which it is a party, and each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(b)  The approval of all of the Preferred Members (as defined in the Company Operating Agreement) has been obtained as of the date hereof by virtue of the execution of a written consent by all of the members of the Company (the “Company Member Approval”), and such approval is sufficient to approve and adopt this Agreement and the Merger.

SECTION 3.05.  No Conflicts; Consents.  (a)   The execution and delivery by the Company of each Transaction Agreement to which it is a party does not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will

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not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or USPGI under, any provision of (i) the Company Articles, the Company Operating Agreement or the comparable organizational documents of USPGI, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or USPGI is a party and in which the aggregate amount to be received or paid by the Company exceeds $100,000 or (iii) subject to the filings and other matters referred to in Section 3.05(b), any judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Law”) applicable to the Company or USPGI or their respective properties or assets, other than in the case of clause (iii) any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect.

(b)  No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with respect to the Company or USPGI in connection with the execution, delivery and performance of any Transaction Agreement to which it is a party or the consummation of the Transactions, other than (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicable to the Transaction Agreement or the Transactions, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Florida and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iii) compliance with and such filings as may be required under applicable environmental Laws, (iv) such filings as may be required in connection with the taxes described in Section 6.07, (v) such other items as may be required solely by reason of the participation of Parent or Sub (as opposed to any third party) in the Transaction and (vi) such other items, individually or in the aggregate, as are not material to the consummation of the Transactions.

SECTION 3.06.  Financial Statements; Undisclosed Liabilities.  (a)   Section 3.06 of the Company Disclosure Letter sets forth (i) the audited Balance Sheet of the Company as of December 31, 2003 (the “Company Balance Sheet”), and as of December 31, 2002 and (ii) the audited Income Statement of the Company for the years ended December 31, 2003 and December 31, 2002, in each case, together with the notes thereto (collectively, the “Company Financial Statements”).  The Company Financial Statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) consistently applied (except in each case as described in the notes thereto) and on that basis fairly present, in all material respects, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods indicated.

(b)  Except as set forth in the Company Financial Statements, as of the date of this Agreement neither the Company nor USPGI has any material liabilities or obligations of any nature, including with respect to Taxes (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and USPGI or in the notes thereto.

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SECTION 3.07.  Information Supplied.  None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the proxy statement or consent solicitation statement to be filed by Parent with the Securities and Exchange Commission (the “SEC”) relating to the Parent Stockholder Approval (the “Proxy Statement”) will, at the date it is first mailed to the Parent stockholders or at the time of the Parent Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

SECTION 3.08.  Absence of Certain Changes or Events.  From December 31, 2003 to the date of this Agreement, the Company has conducted its business only in the ordinary course, and during such period there has not been:

(i)  any event, change, effect or development that, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect;

(ii)  any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Membership Interest or any repurchase for value by the Company of any Company Member Interest;

(iii)  any split, combination or reclassification of any Company Member Interest or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for Company Member Interests;

(iv)  any change in accounting methods, principles or practices by the Company or USPGI materially affecting the consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP;

(v)  any material elections with respect to Taxes (as defined in Section 3.09) by the Company or USPGI or settlement or compromise by the Company or USPGI of any material Tax liability or refund;

(vi)  a sale or other disposition of any material portion of the assets, tangible or intangible, of the Company or USPGI taken as a whole, other than (x) sales of inventory in the ordinary course of business or (y) sales of diabetes health care products and ancillary products;

(vii)  a waiver of any material rights or cancellation of any material debts owed to or material claims of the Company or USPGI taken as a whole, other than in the ordinary course of business;

(viii)  except for employment compensation in the ordinary course of business consistent with past practice, any material payments to or on behalf of the Company’s or USPGI’s members whether for previously contracted liabilities, management fees, dividends or otherwise; or

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(ix)  any increase in cash or equity compensation to the Specified Employees (as defined in Section 5.01(a)).

SECTION 3.09.  Taxes.  (a)  Each of the Company and USPGI has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect.  To the extent the Company or USPGI has requested or caused to be requested any extension of time within which to file any Tax Return, such Tax Return has been filed within such period of extension.  Each of the Company and USPGI has timely paid or caused to be paid all Taxes required to be paid by it through the date hereof and as of the Closing Date (including any Taxes shown due on any Tax Return).

(b)  No deficiency with respect to any Taxes has been proposed, asserted or assessed against the Company or USPGI, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect.

(c)  There are no material Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Company or USPGI.  Neither the Company nor USPGI is bound by any agreement with respect to Taxes.

(d)  The Company has no reason to believe that any conditions exist that could reasonably be expected to prevent the Merger from qualifying as an exchange described in Section 351 of the Code (or other non-recognition transaction).  Neither the Company nor USPGI is taxable as a corporation for Federal or state income tax purposes (including any tax imposed or measured by net income).  The Company and USPGI have complied in all material respects with all applicable laws relating to the collection or withholding of Taxes (such as Taxes or withholding of Taxes from the wages of employees).  No written claim has been made within the last three years by any taxing authority in a jurisdiction in which the Company or USPGI does not file Tax Returns that the Company or USPGI is or may be subject to taxation by that jurisdiction.

(e)  For purposes of this Agreement:

“Tax” or “Taxes” means, with respect to any person, (i) all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, commercial rent, premium, property or windfall profit taxes, alternative or add-on minimum taxes, customs duties and other taxes, fees, assessments or charges of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts imposed by any taxing authority (domestic or foreign) on such person (if any) and (ii) any liability for the payment of any amount of the type described in clause (i) above as a result of (A) being a “transferee”

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(within the meaning of Section 6901 of the Code or any applicable Law) of another person or (B) being a member of an affiliated, combined or consolidated group.

“Tax Return” means all Federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

SECTION 3.10.  Benefit Plans.  (a) The Company Disclosure Letter sets forth a complete and correct list of all employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and all employment, compensation, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, profit sharing, retiree medical or life insurance, split dollar insurance, supplemental retirement, severance, change of control, loans or other benefit plans, programs, arrangements or fringe benefits, in each case, which are provided, maintained, contributed to or sponsored by the Company, or for which the Company has any liability, contingent or otherwise (collectively, the “Company Benefit Plans”).

(b)  With respect to each Company Benefit Plan, the Company has furnished Parent with a complete and accurate copy of the plan document or other governing contract.  The Company Benefit Plans have been operated and administered in accordance with their terms and the applicable requirements of the Code and applicable Law.  There are no pending or, to the knowledge of the Company, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any of the Company Benefit Plans which could reasonably be expected to result in a Company Material Adverse Effect.

(c)  No Company Benefit Plan is intended to be “qualified” within the meaning of Section 401(a) of the Code.  Neither the Company nor any trade or business (whether or not incorporated) which is or has ever been treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code, has incurred any liability under Title IV of ERISA or Section 412 of the Code.

(d)  The execution and delivery by the Company of each Transaction Agreement to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not (i) entitle any employee, officer or member of the Company or USPGI to any severance pay, bonus payment, finders fee, “change of control” payment or similar payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Benefit Plan or (iii) result in any breach or violation of, or a default under, any Company Benefit Plan.

SECTION 3.11.  Litigation.  Section 3.11 of the Company Disclosure Letter contains a true and complete list of all claims, suits, actions, proceedings or known investigations (collectively, “Claims”) pending or, to the knowledge of the Company, threatened against the Company or USPGI, as of the date of this Agreement.  There are no Claims that, individually or in the aggregate, have had or could reasonably be expected to have a Company Material Adverse

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Effect, nor is there any Judgment outstanding against the Company or USPGI that has had or could reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.12.  Compliance with Applicable Laws.  (a)  The Company and USPGI have complied with and are not in default under any applicable Laws, including those relating to occupational health and safety and the environment, except for instances of noncompliance that, individually and in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect.  Neither the Company nor USPGI has received any written communication during the past two years from a Governmental Entity that alleges that the Company or USPGI is not in compliance in any material respect with any applicable Law.  This Section 3.12 does not relate to matters with respect to Taxes, which are the subject of Section 3.09, or environmental Laws, which are the subject of Section 3.21.

(b)  To USPGI’s knowledge, USPGI is, as of the date of this Agreement, and has been, in compliance with all applicable statutes, rules, regulations, orders and requirements of all Federal, state, and local commissions, boards and agencies having jurisdiction over the business of USPGI, including pharmacy and durable medical supplier laws and regulations, the Internal Revenue Service, the Department of Health and Human Services and its Centers for Medicare and Medicaid Services (including all applicable statutes, rules, regulations, and requirements pertaining to payments and other consideration to referral sources (collectively, the “Health Care Laws”)), except for any instances of noncompliance that, individually and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.  To USPGI’s knowledge, USPGI has timely filed all material reports, data and other information required to be filed with such commissions, boards and agencies.

SECTION 3.13.  Contracts; Debt Instruments.  (a) Section 3.13 of the Company Disclosure Letter sets forth a list of the following Contracts as of the date of this Agreement (collectively, the “Material Contracts”):

(i)  all management agreements, employment agreements, consulting agreements, and independent contractor agreements to which the Company or USPGI is a party (other than any agreement which (A) provides for future payments of less than $100,000 or (B) which is terminable by Company or USPGI without breach or penalty on less than sixty-one (61) days’ prior written notice);

(ii)  all guarantees, mortgages, deeds of trust, indentures and loan agreements, to which the Company or USPGI is a party, which involve an amount in excess of $100,000;

(iii)  all Contracts (other than those described in or excepted from clauses (i) or (ii) of this Section 3.13(a)) to which the Company or USPGI is a party (other than any agreement (A) in which the aggregate amount to be received or paid thereunder does not exceed $100,000, or (B) which cannot be performed in the normal course within six months after the Effective Time without breach or penalty and involves the future payment of more than $100,000);

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(iv)  (A) all agreements with members, directors or officers of the Company or USPGI, (B) all agreements containing covenants by the Company or USPGI not to compete in any lines of business or commerce, (C) all agreements for the acquisition, sale or lease of material properties or assets of the Company or USPGI (by merger, purchase or sales of assets or stock or otherwise) and (D) all investment joint venture, operating or partnership agreements of the Company and USPGI.

(b)  True and complete copies of all Material Contracts have been provided or made available to Parent.  Each Material Contract is valid, binding and enforceable in accordance with its terms, except where the failure to be valid, binding or enforceable would not reasonably be expected to have a Company Material Adverse Effect.  Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor USPGI (i) is in breach or default under any Material Contract, and (ii) has received any written notice of the intention of any party to a Material Contract to terminate such Material Contract whether as a termination for convenience or for default of the Company or USPGI thereunder.

(c)  Neither the Company nor USPGI has been notified in writing as of the date of this Agreement that in the event of a sale or change of ownership of either the Company or USPGI, any of the Material Contracts would reasonably be expected to be terminated or modified in a manner which would reasonably be expected to have a Company Material Adverse Effect.  No customer or vendor Contract which would have constituted a Material Contract if in effect as of the date hereof has expired or been terminated since December 31, 2003.

SECTION 3.14.  Brokers; Schedule of Fees and Expenses.  No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other Transactions based upon arrangements made by or on behalf of the Company.

SECTION 3.15.  Real Property.  The Company Disclosure Letter sets forth a complete list of all real property and interests in real property owned or leased by the Company or USPGI.

SECTION 3.16.  Related Party Transactions.  No director, officer, employee or affiliate of the Company has borrowed any money from, has any indebtedness or other similar obligations to, the Company or is a party to any Contract relating to the voting or disposition of Company Member Interests, and the Company is not a party or subject to any Contract in which any director, officer, employee or member of the Company has an interest, direct or indirect, and there does not exist any commitment or liability of the Company to pay any remuneration or other consideration to any such director, officer, employee or member, such as fees, rentals, loans, dividends or fixed or contingent deferred or current compensation.

SECTION 3.17.  Permits.  The Company and USPGI have all necessary approvals, permits, licenses, franchises, certificates or authorizations of any federal, state, provincial, local or foreign governmental or regulatory body (collectively, “Permits”) required of the Company or USPGI or necessary for the conduct of the Company’s or USPGI’s business as currently operated, except for the lack of any of such Permits that, individually and in the aggregate, have not had and could not reasonably be expected to have a Company Material

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Adverse Effect.  All such Permits are currently in full force and effect, except where the failure of such Permits to be in full force and effect, individually and in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect.  No proceedings have been instituted or, to the Company’s knowledge are threatened, seeking the suspension, termination or revocation, or the adverse modification or amendment, of any such Permits or to declare any of them invalid in any respect, except for such proceedings that individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect.  As of the date of this Agreement, USPGI is duly licensed as a pharmacy in those states where it is required to be licensed as a pharmacy and, to USPGI’s knowledge, is lawfully operated in accordance with the requirements of all applicable Laws and has all necessary authorizations for the operation of a pharmacy, all of which are in full force and effect, except for any instances of noncompliance or lack of authorizations that, individually and in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.  As of the date of this Agreement, no employee has, to USPGI’s knowledge, during the time such employee was employed by USPGI (i) had his or her professional license, Drug Enforcement Agency number, if any, Medicare or Medicaid provider status, relinquished, terminated or revoked or has been excluded from the program, (ii) been sanctioned or disciplined by any licensing board or any Federal, state, or local society, agency, regulatory body, governmental authority, hospital, third-party payor or specialty board, or (iii) had a final judgment or settlement entered against him or her in connection with a malpractice or similar action.  As of the date of this Agreement, (i) there are no outstanding notices of deficiencies relating to USPGI issued by any governmental authority or third party requiring conformity or compliance with any applicable Law for participation with such governmental authority or third-party payor, and (ii) USPGI has neither received notice nor has any knowledge or reason to believe that such necessary authorizations would be revoked or not renewed in the ordinary course of business, except in each case to the extent as would not reasonably be expected to have a Company Material Adverse Effect.

SECTION 3.18.  Labor Relations.  (a)  (i) The Company and USPGI are not a party to, and have no obligations under any collective bargaining agreement with any party relating to the compensation or working conditions of any of the Company’s or USGPI’s employees; (ii) the Company and USPGI are not obligated under any agreement to recognize or bargain with any labor organization or union on behalf of its employees; (iii) as of the date hereof, the Company has no knowledge of any union organizational or representational activities underway among any of the Company’s or USPGI’s employees; and (iv) as of the date hereof, the Company or USPGI have not been charged or, to the Company’s knowledge, threatened with a charge of any unfair labor practice.  As of the date hereof, there are no existing or, to the Company’s knowledge, threatened labor strikes, slowdowns, work stoppages, disputes or grievances materially affecting or which would reasonably be expected to materially affect operations at the Company or USPGI or deliveries from or into any of the Company’s or USPGI facilities.

(b)The Company and USPGI have not committed any act or failed to take any required action with respect to any of its employees which has resulted in a violation of: (i) ERISA, or similar legislation as it affects any employee benefit or welfare plan of the Company or USGPI; (ii) the Immigration Reform and Control Act of 1986; (iii) the National Labor Relations Act, as amended; (iv) Title VII of the Civil Rights Act of 1964, as amended; the

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Occupational Safety and Health Act; (v) Executive Order 11246; (vi) the Fair Labor Standards Act; the Rehabilitation Act of 1973; (vii) all regulations under such acts described in the preceding clauses (i) through (vi) inclusive; and (viii) and all other Laws of the United States or any state, city or municipality thereof relating to the employment of labor, except in each case for any such violation which would not reasonably be expected to have a Company Material Adverse Effect.  Neither the Company nor USPGI are liable for any arrearage of wages or taxes or penalties that are material to the Company and USPGI taken as a whole, for failure to comply with any of the foregoing.

(c)The Company has made available to Parent complete and accurate lists of the names and compensation paid to each person employed by the Company during the year ended December 31, 2003.

SECTION 3.19.  Insurance.  Section 3.19 of the Company Disclosure Letter sets forth as of the date of this Agreement the material insurance policies maintained by the Company and USPGI.  All material policies of fire, liability, workers’ compensation, director and officer, malpractice and professional liability and other forms of insurance providing insurance coverage to or for any of the Company and USPGI in respect of each such policy for the last three years have been made available to Parent and (i) the Company or USPGI are named insureds under such policies, (ii) all premiums required to be paid with respect thereto covering all periods up to the date hereof have been paid, (iii) there has been no lapse in coverage under such policies during any period for which the Company and USPGI have conducted their respective operations, and (iv) no written notice of cancellation or termination has been received with respect to any such policy as of the date hereof.  All such policies are in full force and effect, unless replaced with comparable insurance policies having comparable terms and conditions.  Since December 31, 2003 to the date of this Agreement, there have been no material claims made with respect to such policies.  No such policies shall terminate as a result of the consummation of the Transactions.  Since December 31, 2003 to the date of this Agreement, no insurer has given the Company written notice that coverage was denied with respect to any material claim submitted to such insurer by the Company.

SECTION 3.20.  Intellectual Property.  For purposes of this Agreement, “Intellectual Property” means all (i) patents (including all reissues, divisions, continuations and extensions thereof), patent licenses and patent applications, (ii) trademarks, trademark rights, trademark licenses, trademark registrations, servicemarks, trademark registration applications (filed or unfilled) and tradenames and (iii) copyrights and copyright licenses.  All material Intellectual Property owned by the Company or USPGI as of the date hereof, necessary for the conduct of their businesses on the date hereof and registered with any Governmental Entity, and each material license to use any Intellectual Property necessary for the conduct of their businesses as of the date hereof, except for computer software licenses that are commercially available, is listed in Section 3.20 of the Company Disclosure Letter.

(a)The Company and USPGI own or possess adequate licenses or other valid rights to use all Intellectual Property used in connection with the business of the Company and USPGI as currently conducted or as reasonably contemplated to be conducted, except where the failure to own such licenses or rights, individually and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

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(b)  To the Company’s knowledge, the use by the Company of any Intellectual Property owned by the Company or USPGI does not infringe upon or otherwise violate the rights of any person other than as would not have, or would not be reasonably be expected to have, a Company Material Adverse Effect.

(c)  To the Company’s knowledge, no person is challenging, infringing upon or otherwise violating any right of the Company or USPGI with respect to any Intellectual Property owned by and/or licensed to the Company or USPGI other than as would not have, or would not reasonably be expected to have, a Company Material Adverse Effect.

(d)  As of the date of this Agreement neither the Company nor USPGI has made any material claim of a violation or infringement by others of its Intellectual Property.

SECTION 3.21.  Environmental Liability.  Without limiting Section 3.12 hereof, at all times the Company has been and is in compliance, in all material respects, with all material environmental and hazardous waste Laws applicable to the Company, that have been adopted, imposed or promulgated by any Governmental Entity having jurisdiction over the Company.  As of the date hereof, the Company has not received from any Governmental Entity or third party any written requests for information, notices of claim, demand letters, or other written notification stating that the Company is or may be potentially responsible with respect to any investigation or clean-up of any hazardous materials.

SECTION 3.22.  Complete Disclosure.  Neither this Agreement nor the Company Disclosure Letter contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading; provided, however, that this Section 3.22 shall not be deemed breached unless the failure of this Section 3.22 to be true and correct results in a Company Material Adverse Effect.

SECTION 3.23.  Medicare and Medicaid.  As of the date of this Agreement, USPGI is qualified for participation in and is a participant in the health insurance program for the aged and disabled created under Title XVIII of the Social Security Act, as amended (the “Social Security Act”) (“Medicare”), and USPGI is qualified for participation (or has applied for qualification for participation) in the appropriate state Medicaid program supported by grants from the federal government under Title XIX of the Social Security Act (“Medicaid”), to the extent that USPGI participates therein.  As of the date of this Agreement, the operation of USPGI is in substantial compliance with the conditions and standards of participation in, and the rules and regulations of the Medicare and Medicaid programs.  As of the date of this Agreement, there are no material disputes, audits (other than audits in the ordinary course), investigations, inquiries or claims pending or, to USPGI’s knowledge, threatened involving USPGI and such reimbursement programs, and, to USPGI’s knowledge, there is no basis for any such material dispute or claim.

SECTION 3.24.  Fraud and Abuse.

(a)To USPGI’s knowledge, as of the date of this Agreement, neither USPGI nor any of its officers or directors has engaged in any activities which are prohibited under Medicare, Medicaid or any other State Health Care Program (as defined in § 1128(b) of the

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Social Security Act), 42 U. S. C. §§ 1320a-7, 7a or 7b or 42 U. S. C. §1395nn (subject to the exceptions set forth in such legislation), the federal Civilian Health and Medical Plan of the Uniformed Services statute (“CHAMPUS”) or the regulations promulgated thereunder or pursuant to similar state statutes or regulations, or which are prohibited by licensure requirements, including the following:

(i)knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment;

(ii)knowingly and willfully making or causing to be made a false statement or representation of a material fact for use in determining rights to any benefit or payment;

(iii)failure to disclose knowledge by a Medicare or Medicaid claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment;

(iv)knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind (i) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare or any other federal healthcare program, or (ii) in return for purchasing, leasing, or ordering, or arranging for or recommending purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part by Medicare or any other federal healthcare program; and

(v)knowingly and willfully making or causing to be made or inducing or seeking to induce the making of any false statement or representation (or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading) or a material fact with respect to the conditions or operations of a facility in order that the facility may qualify for CHAMPUS, Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program certification, or information required to be provided under Section 1124A of the Social Security Act.

(b)  To USPGI’s knowledge, no officer, director or employee of USPGI that is directly connected to USGPI’s business activities involving the Medicare program, as of the date of this Agreement:

(i)  has had a civil monetary penalty assessed against it under Section 1128A of the Social Security Act;

(ii)  has been excluded from participation under Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program; or

(iii)  has been convicted (as that term is defined in 42 C.F.R. § 1001.2) of any of the following categories of offenses as described in Section 1128(a) and (b)(1), (2), (3) of the Social Security Act:

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(A)criminal offenses relating to the delivery of an item or service under Medicare, Medicaid or any other State Health Care Program or Federal Health Care Program;

(B)criminal offenses under federal or state law relating to patient neglect or abuse in connection with the delivery of a health care item or service;

(C)criminal offenses under federal or state law relating to fraud, theft, embezzlement, or other financial misconduct in connection with the delivery of a health care item or service or with respect to any act or omission in a program operated by or financed in whole or in part by any federal, state or local government agency;

(D)federal or state laws relating to the interference with or obstruction of any investigation into any criminal offense described in (A) through (C) above; or

(E)criminal offenses under federal or state law relating to the unlawful manufacture, distribution, or dispensing of a controlled substance.

SECTION 3.25.  Compliance with the HIPAA Privacy Standards.  To USPGI’s knowledge, as of the date of this Agreement USPGI is conducting its business in compliance in all material respects with the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164, which were promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).  As of the date of this Agreement, USPGI has not received any written notice alleging any failure to comply with the aforementioned standards.

ARTICLE IV

Representations and Warranties of Parent and Sub

Parent and Sub, jointly and severally, represent and warrant to the Company that:

SECTION 4.01.  Organization, Standing and Power.  Each of Parent and Sub is duly formed, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted.  Parent and Sub are duly qualified to do business in each jurisdiction where the nature of their business or their ownership or leasing of its properties make such qualification necessary.  Parent has made available to the Company true and complete copies of the Amended and Restated Certificate of Incorporation of Parent, as amended to the date of this Agreement (as so amended, the “Parent Charter”), and the Amended and Restated By-laws of Parent, as amended to the date of this Agreement (as so amended, the “Parent By-laws”), and the comparable organizational documents of Sub, in each case as amended through the date of this Agreement.

SECTION 4.02.  Parent Subsidiaries; Equity Interests.  (a)  All the outstanding membership interests in Sub have been validly issued and are fully paid and nonassessable and owned by Parent, free and clear of all Liens.

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(b)  Except for 100% of the membership interests in Sub, Parent does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

(c)  Since the date of its formation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement and the other Transaction Agreements to which it is a party, and the performance of its obligations hereunder and thereunder.

SECTION 4.03.  Capital Structure.  (a)  The authorized capital stock of Parent consists of 20,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, of Parent (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”).  At the close of business on the date of this Agreement, (i) 4,775,000 shares of Parent Common Stock and no shares of Parent Preferred Stock were, and as of the Closing Date will be, issued and outstanding, and (ii) no shares of Parent Common Stock were, and as of the Closing Date will be, held by Parent in its treasury.  At the close of business on the date of this Agreement, warrants issued pursuant to the warrant agreement dated as of August 25, 2003 between Parent and Continental Stock Transfer & Trust Company (the “IPO Warrant Agreement”) to purchase 8,050,000 shares of Parent Common Stock (“Parent Warrants”) were, and as of the Closing Date will be, issued and outstanding.  Except as set forth above, no shares of capital stock or other voting securities of Parent were, at the close of business on the date of this Agreement, or will be as of the Closing Date, issued, reserved for issuance or outstanding.  All outstanding shares of Parent Capital Stock are, and all such shares that may be issued prior to the Effective Time will be as of the Effective Time, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law (the “DGCL”), the Parent Charter, the Parent By-laws or any Contract to which Parent is a party.  As of the close of business on the date of this Agreement there are not, and as of the Closing Date there will not be, any bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Parent Common Stock may vote (“Voting Parent Debt”).  Except as set forth above or in the Parent Disclosure Letter (as defined in Section 4.11(a)) and except for an option granted to EarlyBirdCapital, Inc. to purchase 350,000 units (each unit consisting of one share of Parent Common Stock and two Parent Warrants), as of the date of this Agreement there are not, and as of the Closing Date there will not be, any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Parent or Sub is a party (i) obligating Parent or Sub to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or Sub or any Voting Parent Debt, (ii) obligating Parent or Sub to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Capital Stock.  As of the date of this Agreement, other than as set forth in the Parent Charter, the Underwriting Agreement, the IPO Warrant Agreement or the

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Trust Agreement, there are not and as of the Closing Date there will not be any outstanding contractual obligations of Parent or Sub to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or Sub.

(b)  The authorized capitalization of Sub consists of membership interests aggregating to 100%, all of which as of the close of business on the date of this Agreement have been, and as the Closing Date will be, validly issued, fully paid and nonassessable and owned by Parent free and clear of any Lien.

SECTION 4.04.  Authority; Execution and Delivery; Enforceability.  (a)   Parent has all requisite corporate power and authority and Sub has all requisite limited liability company power and authority to execute and deliver each Transaction Agreement to which it is a party and to consummate the Transactions.  The execution and delivery by each of Parent and Sub of each Transaction Agreement to which it is a party and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and limited liability company action on the part of Sub, subject in the case of Parent, to receipt of the Parent Stockholder Approval (as defined in Section 4.04(c)) and the filing with the Secretary of State of the State of Delaware of the Charter Amendment.  Parent, as the sole member of Sub, has approved this Agreement and the Merger.  Each of Parent and Sub has duly executed and delivered each Transaction Agreement to which it is a party, and each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(b)  The Board of Directors of Parent (the “Parent Board”), at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of Parent and its stockholders and (iii) recommending that Parent’s stockholders approve the Merger and the other Transactions.  Such resolutions are sufficient to render inapplicable to this Agreement, the Transactions, the other Transaction Agreements and the transactions contemplated thereby the provisions of Section 203 of the DGCL.  No state takeover statute or similar statute or regulation applies or purports to apply to Parent with respect to this Agreement and other Transaction Agreements, the Merger or any other Transaction.

(c)  The only vote of holders of any class or series of Parent Capital Stock necessary to approve this Agreement, the Merger and the other Transactions is the approval and adoption by the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote generally in the election of directors (the “Parent Stockholder Approval”); provided, however, that the Parent may not consummate the Merger if the holders of 20% or more in interest of the IPO Shares shall have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement dated as of August 25, 2003, between Parent and EarlyBirdCapital, Inc. (the “Underwriting Agreement”).  The affirmative vote of the holders of Parent Common Stock, or any of them, is not necessary to approve any Transaction Agreement other than this Agreement or consummate any transaction other than the Transactions.  The affirmative vote of the holders of the Parent Warrants is not necessary to approve any Transaction Agreement or any Transaction.

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(d)  The execution and delivery by Parent of this Agreement and the other Transaction Agreements, and subject to the receipt of the Parent Stockholder Approval, the consummation by Parent of the Merger and the other Transactions, are in compliance with the terms of Article Fifth, paragraph B of the Parent Charter and Sections 8.8 and 8.10 of the Underwriting Agreement.  The Parent Board, at a meeting duly called and held duly and, unanimously adopted resolutions stating that the Parent Board has independently determined that, as of the date of this Agreement, the fair market value of the Company (including USPGI) is at least 80% of net assets of Parent, in accordance with Section 8.10 of the Underwriting Agreement.

SECTION 4.05.  No Conflicts; Consents.  (a)    The execution and delivery by each of Parent and Sub of this Agreement and each Transaction Agreement to which it is a party, do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or result in the creation of any Lien upon any of the properties or assets of Parent or Sub under, any provision of (i) the Parent Charter (subject to the approval, filing and effectiveness of the Charter Amendment), the Parent By-laws or the comparable charter or organizational documents of Sub, (ii) any Contract to which Parent or Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law applicable to Parent or Sub or their respective properties or assets.

(b)  No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which Parent or Sub is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act, if applicable to the Transaction Agreements or the Transactions, (ii) the filing with the SEC of (A) the Proxy Statement and (B) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Florida and the filing of the Charter Amendment with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental Laws, (v) such filings as may be required in connection with the taxes described in Section 6.07 and (vi) such other items required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions.

SECTION 4.06.  SEC Documents; Undisclosed Liabilities.  (a)  Parent has filed all reports, schedules, registration statements, prospectuses, forms, certifications, statements and other documents required to be filed by Parent with the SEC since the date of Parent’s formation (the “Parent SEC Documents”).

(b)  As of its respective date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order

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to make the statements therein, in light of the circumstances under which they were made, not misleading.  Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).  Each of the principal executive officer of Parent and the principal financial officer of Parent has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC promulgated thereunder (the “Sarbanes-Oxley Act”) with respect to the Parent SEC Documents.  For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

(c)  Except (i) as set forth on the balance sheet of Parent for the year ended December 31, 2003, (ii) for the reasonable fees and expenses incurred by Parent in connection with the Transactions, (iii) the fees to lease Parent’s office space and (iv) general administrative expenses not exceeding $100,000, as of the date of this Agreement neither Parent nor Sub has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise).

(d)   Sub has never been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SECTION 4.07.  Information Supplied.  None of the information supplied or to be supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to Parent’s stockholders or at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.  The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing for inclusion or incorporation by reference in the Proxy Statement.

SECTION 4.08.  Absence of Certain Changes or Events.  (a)  From December 31, 2003 to the date of this Agreement, Parent has conducted its business only in the ordinary course, and during such period there has not been:

(i)  any event, change, effect or development that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on Parent;

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(ii)  any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Parent Capital Stock or any repurchase for value by Parent of any Parent Capital Stock;

(iii)  any split, combination or reclassification of any Parent Capital Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Parent Capital Stock;

(iv)  (A) any granting by Parent to any present or former director or executive officer, officer or employee of Parent or Sub or of any increase in compensation or bonus, except in the ordinary course of business consistent with prior practice or as was required under employment agreements described in the Parent Disclosure Letter, (B) any granting by Parent to any such present or former director or executive officer, officer or employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements described in the Parent Disclosure Letter, or (C) any entry by Parent into, or any amendment of, any employment, severance or termination agreement with any such director or executive office, officer or employee.

(v)  any change in accounting methods, principles or practices by Parent or Sub materially affecting the consolidated assets, liabilities or results of operations of Parent, except insofar as may have been required by a change in GAAP;

(vi)  any material elections with respect to Taxes by Parent or settlement or compromise by Parent or of any material Tax liability or refund;

(vii)  a sale or other disposition of any material portion of the assets, tangible or intangible, of Parent or Sub;

(viii)  a waiver of any material rights or cancellation of material debts owed to or material claims of Parent or Sub; or

(ix)  any Contract executed or delivered by Parent or Sub, relating to the use or application of the funds in the Trust Account (as defined in Section 4.17).

(b)  Since the date of its formation, neither Parent nor Sub has carried on any business or conducted any operations other than (i) the execution of this Agreement and the Transaction Agreements to which it is a party, the performance of its obligations hereunder and thereunder and matters ancillary thereto and (ii) the execution of the Contracts related to the initial public offering of Parent and the performance of the obligations thereunder.

SECTION 4.09.  Taxes.  (a)  Each of Parent and Sub has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate.  All Taxes shown to be due on such Tax Returns, or otherwise owed, has been timely paid.

(b)  The financial statements of Parent for the year ended December 31, 2003 reflect an adequate reserve for all Taxes payable by Parent and Sub (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable

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periods and portions thereof through the date of such financial statements.  No deficiency with respect to any Taxes has been proposed, asserted or assessed against Parent or Sub, and no requests for waivers of the time to assess any such Taxes are pending.

(c)  There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of Parent or Sub.  Neither Parent nor Sub is bound by any agreement with respect to Taxes.

(d)  Parent has no reason to believe that any conditions exist that could reasonably be expected to prevent the Merger from qualifying as an exchange described in Section 351 of the Code.

SECTION 4.10.  Employees.  Parent has four directors and two officers, the names of which are set forth on the Parent Disclosure Letter.  Sub has no directors or officers, and is member managed by Parent, who is the sole member of Sub.  Neither Parent nor Sub has ever had any current or former employees.

SECTION 4.11.  Benefit Plans.  (a) The letter, dated as of the date of this Agreement, from Parent to the Company (the “Parent Disclosure Letter”), sets forth a complete and correct list of all employee benefit plans, as defined in Section 3(3) of ERISA, and all employment, compensation, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, profit sharing, retiree medical or life insurance, split dollar insurance, supplemental retirement, severance, change of control, loans or other benefit plans, programs, arrangements or fringe benefits, in each case, which are provided, maintained, contributed to or sponsored by Parent or Sub, or for which Parent or Sub has any liability, contingent or otherwise (collectively, the “Parent Benefit Plans”).

(b)  With respect to each Parent Benefit Plan, Parent has furnished the Company with a complete and accurate copy of the plan document or other governing contract.  The Parent Benefit Plans have been operated and administered in accordance with their terms and the applicable requirements of the Code and applicable Law.  There are no pending or, to the knowledge of Parent or Sub, threatened suits, audits, examinations, actions, litigation or claims (excluding claims for benefits incurred in the ordinary course) with respect to any of the Parent Benefit Plans.

(c)  No Parent Benefit Plan is intended to be “qualified” within the meaning of Section 401(a) of the Code.  Neither Parent nor any trade or business (whether or not incorporated) which is or has ever been treated as a single employer with Parent under Section 414(b), (c), (m) or (o) of the Code, has incurred any liability under Title IV of ERISA or Section 412 of the Code.

(d)  The execution and delivery by each of Parent and Sub of each Transaction Agreement to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not (i) entitle any employee, officer or director of the Parent or Sub to severance pay, bonus payment, finders fee, “change of control” payment or similar payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under,

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increase the amount payable or trigger any other material obligation pursuant to, any Parent Benefit Plan or (iii) result in any breach or violation of, or a default under, any Parent Benefit Plan.  There is no amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger or any other Transaction by any employee, officer or director of Parent or any of its affiliates.

SECTION 4.12.  Litigation.  There is no suit, action or proceeding pending or, to the knowledge of Parent, threatened against or affecting Parent or Sub (and Parent is not aware of any basis for any such suit, action or proceeding), nor is there any Judgment outstanding against Parent or Sub.

SECTION 4.13.  Compliance with Applicable Laws.  Parent and Sub are in compliance in all material respects with all applicable Laws.  Neither Parent nor Sub has received any written communication since the date of the formation of Parent from a Governmental Entity that alleges that Parent or Sub is not in compliance in any material respect with any Applicable Law. This Section 4.13 does not relate to matters with respect to Taxes, which are the subject of Section 4.09.

SECTION 4.14.  Contracts; Debt Instruments.  (a)  Except as contemplated by this Agreement or as disclosed in the Parent Disclosure Letter or the Form 10-KSB filed by Parent with the SEC for the year ended December 31, 2003, there are no Contracts to which either Parent or Sub is a party.  Neither Parent nor Sub is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other Contract, to which it is a party or by which it or any of its properties or assets is bound.

(b)  Set forth in the Parent Disclosure Letter is (x) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other Contracts and instruments pursuant to which any indebtedness of Parent or Sub is outstanding or may be incurred and (y) the respective principal amounts currently outstanding thereunder.

(c)  True and complete copies of any Contracts set forth on the Parent Disclosure Letter have been provided or made available to the Company.  Each such Contract is valid, binding and enforceable in accordance with its terms.  Parent (i) is not in breach or default under any such Contract, and (ii) has not received any written notice of the intention of any party to such Contract to terminate such Contract whether as a termination for convenience or for default of Parent thereunder.

(d)  Parent has not been notified in writing as of the date of this Agreement that in the event of a sale or change of ownership of Parent, any of the such Contracts would reasonably be expected to be terminated or modified in an adverse manner.

SECTION 4.15.  Brokers; Schedule of Fees and Expenses.  No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other Transactions based upon arrangements made by or on behalf of Parent or Sub.

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SECTION 4.16.  Intellectual Property.  Neither Parent nor Sub owns, uses or licenses any Intellectual Property.

SECTION 4.17.  Trust Funds; Liquidation.  (a)  As of the date hereof, and at all times from the date hereof until the Effective Time and at the Effective Time, Parent has and will have no less than $20,000,000 invested in U.S. government securities in a trust account at a New York branch of JP Morgan Chase (the “Trust Account”), held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement dated as of August 25, 2003 between Parent and the Trustee (the “Trust Agreement”).  Upon consummation of the Merger and notice thereof to the Trustee, the Trust Account will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable to Parent the funds and government securities held in the Trust Account, which funds and government securities will be free of any Lien whatsoever and, after taking into account any funds paid to holders of IPO Shares who shall have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B, of the Parent Charter and/or Section 8.8 of the Underwriting Agreement, will be available for use in the businesses of Parent, the Company and USPGI.

(b)  Effective as of the Effective Time, the obligations of Parent to dissolve or liquidate within a specified time period contained in Article Fifth of the Parent Charter and/or Section 8.8 of the Underwriting Agreement will terminate, and effective as of the Effective Time Parent shall have no obligation whatsoever to dissolve and liquidate the assets of Parent by reason of the consummation of the Merger or the Transactions, and following the Effective Time no Parent stockholder shall be entitled to receive funds from the Trust Account except to the extent such stockholder votes against the approval of this Agreement and the Transactions and demands, contemporaneous with such vote, that Parent convert such stockholder’s shares of Parent Common Stock into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement.

SECTION 4.18.  Real Property.  The Parent Disclosure Letter sets forth a complete list of all real property and interests in real property owned or leased by Parent or Sub.

SECTION 4.19.  Related Party Transactions.  Except as set forth on the Parent Disclosure Letter, no director, officer, employee or affiliate of Parent or Sub has borrowed any money from, has any indebtedness or other similar obligations to, Parent or is a party to any Contract relating to the voting or disposition of Parent Common Stock, and Parent is not a party or subject to any Contract in which any director, officer, employee or stockholder of Parent has an interest, direct or indirect, and there does not exist any commitment or liability of Parent to pay any remuneration or other consideration to any such director, officer, employee or stockholder, such as fees, rentals, loans, dividends or fixed or contingent deferred or current compensation.

SECTION 4.20.  Investment Company Act.  Parent is not, and will not be after the Effective Time, an “investment company” or a person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

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SECTION 4.21.  Permits.  Parent and Sub have all necessary material Permits, required of Parent or Sub.  All such Permits are currently in full force and effect.  No proceedings have been instituted or, to Parent’s knowledge are threatened, seeking the suspension, termination or revocation, or the adverse modification or amendment, of any such Permits or to declare any of them invalid in any respect.

SECTION 4.22.  Insurance.  Other than the directors’ and officers’ insurance policy set forth on Section 4.22 of the Parent Disclosure Letter (the “Parent D&O Policy”), neither Parent nor Sub maintains any insurance policy.  The Parent D&O Insurance Policy has been made available to the Company and (i) Parent or Sub are named insureds under such policy, (ii) all premiums required to be paid with respect thereto covering all periods up to and including the date hereof have been paid, (iii) there has been no lapse in coverage under such policy during any period for which Parent and Sub have conducted their respective operations, and (iv) no written notice of cancellation or termination has been received with respect to such policy as of the date hereof.  None of Parent or Sub has any obligation for retrospective premiums for any period prior to the date hereof.  The Parent D&O Policy is in full force and effect, unless replaced with a comparable insurance policy having comparable terms and conditions.  As of the date of this Agreement, there have been no claims made with respect to the Parent D&O Policy.

SECTION 4.23.  Complete Disclosure.  Neither this Agreement nor the Parent Disclosure Letter contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading; provided, however, that this Section 4.23 shall not be deemed breached unless the failure of this Section 4.23 to be true and correct results in a material adverse effect on Parent (excluding any change or effect that arises out of or relates to: (i) changes in (x) general economic, regulatory or political conditions or (y) financial or securities markets in general; (ii) the announcement or public disclosure of this Agreement, the other Transaction Agreements, the Transactions or the identity of the Company or USPGI; (iii) changes or clarifications in Laws (or in Parent’s interpretation of such Laws) related to the businesses presently conducted by Parent; or (iv) changes in GAAP).

ARTICLE V

Covenants Relating to Conduct of Business

SECTION 5.01.  Conduct of Business.  (a)  Conduct of Business by the Company.  Except for matters set forth in the Company Disclosure Letter or otherwise contemplated by the Transaction Agreements, from the date of this Agreement to the Effective Time the Company shall, and shall cause USPGI to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted.  In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter or otherwise contemplated by the Transaction Agreements, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit USPGI to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

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(i)  (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its membership interests, other than dividends and distributions by USPGI to the Company, (B) split, combine or reclassify any of its membership interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its membership interests, (C) purchase, redeem or otherwise acquire membership interests of the Company or USPGI or any other securities thereof or any rights, warrants or options to acquire any such interests or other securities, (D) adopt a plan of complete or partial liquidation, dissolution, merger (except as specifically permitted under Section 5.01(a)(iv) below), consolidation, recapitalization, or other reorganization of the Company or USPGI or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Company or USPGI or (E) pledge after the date hereof any membership interests of the Company or USPGI;

(ii)  issue, deliver, sell or grant (A) any membership interests of the Company or USPGI, (B) any Voting Company Debt or other voting securities of the Company or USPGI, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such membership interest, Voting Company Debt, voting securities or convertible or exchangeable securities of the Company or USPGI or (D) any “phantom” rights, or interest-based performance units of the Company or USPGI;

(iii)  amend the Company Articles, the Company Operating Agreement or the comparable organizational documents of USPGI;

(iv)  acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any equity interest in or business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets in excess of $1,000,000 in the aggregate, other than (i) purchases contemplated by the Medical Benefit Distribution Agreement dated as of October 1, 2003, between BD and USPGI, (ii) purchases of diabetes health care products and ancillary supplies and (iii) purchases of other inventory in the ordinary course of business;

(v)  (A) (i) grant to any of the five most highly compensated employees of the Company (the “Specified Employees”) and (ii) except in the ordinary course of business (unless it would result in such executive officer or director constituting a Specified Employee) or to the extent required under employment agreements in effect as of the date hereof grant to any executive officer or director of the Company or USPGI (other than the Specified Employees), in each of case (i) or (ii), any increase in compensation, or (B) (i) grant to any Specified Employee and (ii) except in the ordinary course of business (unless it would result in such executive officer or director constituting a Specified Employee) grant to any executive officer or director of the Company or USPGI (other than the Specified Employees), in each of case (i) or (ii), any increase in severance or termination pay;

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(vi)  make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP;

(vii)  make any material Tax election or settle or compromise any material Tax liability or refund;

(viii)  except as may be required by Law, enter into, adopt or amend or terminate any employment, consulting, severance or similar agreements, Company Benefit Plan or other employee benefit agreement, trust, plan, fund award or other arrangement for the benefit or welfare of any director, officer or employee;

(ix)  except as otherwise required by Law, enter into any or modify in any respect any labor or collective bargaining agreement or any other agreement or commitment to or relating to any labor union;

(x)  after the date hereof enter into any transaction with, or enter into any agreement, arrangement, or understanding with, directly or indirectly, any of the Company’s or USPGI’s affiliates that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K; or

(xi)  take, authorize any of, or commit or agree to take any of, the foregoing actions.

(b)  Conduct of Business by Parent.  Except for matters set forth in the Parent Disclosure Letter or otherwise contemplated by the Transaction Agreements, from the date of this Agreement to the Effective Time Parent shall, and shall cause Sub to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted.  In addition, and without limiting the generality of the foregoing, except as contemplated by the Transaction Agreements, from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit Sub to, do any of the following without the prior written consent of the Company:

(i)  (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock (in the case of Parent) or membership interests (in the case of Sub), (B) split, combine or reclassify any of its capital stock (in the case of Parent) or membership interests (in the case of Sub) or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock (in the case of Parent) or membership interests (in the case of Sub), (C) purchase, redeem or otherwise acquire any shares of capital stock (in the case of Parent) or membership interests (in the case of Sub) or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities or (D) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, recapitalization, or other reorganization of Parent or Sub, or alter through merger, liquidation, reorganization or restructuring or in any other fashion the corporate structure or ownership of Parent or Sub;

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(ii)  issue, deliver, sell or grant (A) any shares of its capital stock (in the case of Parent) or any of its membership interests (in the case of Sub), (B) any Voting Parent Debt or other voting securities, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Parent Debt, voting securities or convertible or exchangeable securities or (D) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units;

(iii)  amend the Parent Charter, the Parent By-laws or the comparable organizational documents of Sub;

(iv)  acquire or agree to acquire (A) by merging or consolidating with, or by purchasing any equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets;

(v)  (A) grant to any employee, executive officer or director of Parent any increase in compensation, (B) grant to any employee, executive officer or director of Parent any increase in severance or termination pay, (C) enter into any employment, consulting, indemnification, severance or termination agreement with any employee, executive officer or director of Parent, (D) establish, adopt, enter into or amend in any respect any collective bargaining agreement, any other agreement or commitment to or relating to any labor union or any Parent Benefit Plan or (E) take any action to accelerate any rights or benefits, or make any determinations under any collective bargaining agreement, any other agreement or commitment to or relating to any labor union or any Parent Benefit Plan;

(vi)  make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of Parent, except insofar as may have been required by a change in GAAP;

(vii)  sell, lease (as lessor or lessee), license or otherwise dispose of or subject to any Lien any properties or assets;

(viii)  (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Parent, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or (B) make any loans, advances or capital contributions to, or investments in, any other person;

(ix)  make or agree to make any new capital expenditure or expenditures;

(x)  make any Tax election or settle or compromise any Tax liability or refund;

(xi)  (A) incur, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (x) the payment, discharge or satisfaction of liabilities in the ordinary course of business

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consistent with past practice, (y) liabilities for reasonable fees and expenses incurred by Parent in connection with the Transactions and (z) the payment, discharge or satisfaction of liabilities existing on the date hereof for general administrative expenses not in excess of $100,000 in the aggregate, (B) cancel any indebtedness or waive any claims or rights of value or (C) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which Parent is a party;

(xii)  after the date hereof enter into any transaction with, or enter into any agreement, arrangement or understanding with, directly or indirectly, any of Parent’s affiliates that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K; or

(xiii)  take, authorize any of, or commit or agree to take any of, the foregoing actions.

(c)  Other Actions.  The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in any Transaction Agreement to which it is a party that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified (other than the representations and warranties in Sections 4.04(d) and 4.17) becoming untrue in any material respect, (iii) the representations and warranties in Sections 4.04(d) and 4.17 becoming untrue in any respect or (iv) except as otherwise permitted by Section 5.02, any condition to the Merger set forth in Article VII not being satisfied.

(d)  Advice of Changes.  The Company and Parent shall promptly advise the other orally and in writing of any change or event that has or could reasonably be expected to result in a breach of its respective representations, warranties, covenants or agreements contained in the Transaction Agreements.

(e)  Medicare; Medicaid.  The Company will use reasonable best efforts to cause USPGI to be operated in substantial compliance with the conditions and standards of participation in, and the rules and regulations of, the Medicare and Medicaid programs.

(f)  Permits.  The Company will use reasonable best efforts to ensure that the Company is lawfully operated as a pharmacy and maintains all appropriate pharmacy licenses, except to the extent that the failure to do so would not reasonably be expected to have a Company Material Adverse Effect.  The Company will also use commercially reasonable efforts to ensure that its employees are duly licensed as pharmacists where necessary.

(g)  Fraud and Abuse.  The Company will use reasonable best efforts to ensure that neither the Company nor its officers or directors engages in any activities prohibited under the Anti-Kickback statute (42 U.S.C. § 1320a-7b(b)) or the Civil Monetary Penalties provision thereof.

SECTION 5.02.  No Solicitation by Parent.  (a)  Parent shall not, nor shall it authorize or permit Sub to, nor shall it authorize or permit any officer, director or employee of,

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or any investment banker, attorney, accountant or other advisor or representative (collectively, “Representatives”) of, Parent or Sub to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Parent Takeover Proposal (as defined in Section 5.02(e)), (ii) enter into any agreement with respect to any Parent Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Parent Takeover Proposal.  Notwithstanding the foregoing, at any time prior to receipt of the Parent Stockholder Approval, in response to a bona fide written Parent Takeover Proposal that the Parent Board determines, in good faith (based on the written advice of the Parent’s independent financial advisor) constitutes or is reasonably likely to lead to a Superior Parent Proposal, and which Parent Takeover Proposal was not solicited by Parent and that did not otherwise result from a breach or a deemed breach of this Section 5.02(a), Parent may, if the Parent Board determines in good faith (based on the written opinion of outside counsel) that the failure to do so would cause the Parent Board to violate its fiduciary duties under applicable Law, and subject to providing prior written notice of its decision to take such action to the Company and compliance with Section 5.02(c), (x) furnish information with respect to Parent to the person making such Parent Takeover Proposal and its Representatives pursuant to a customary confidentiality agreement and (y) participate in discussions but not negotiations with such person and its Representatives regarding such Parent Takeover Proposal.  Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative or affiliate of Parent or Sub, whether or not such person is purporting to act on behalf of Parent or Sub or otherwise, shall be deemed to be a breach of this Section 5.02(a) by Parent.  Parent shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Parent Takeover Proposal.

(b)  Neither the Parent Board nor any committee thereof shall (i) withdraw or modify, in a manner adverse to the Company, or propose to withdraw or modify, in a manner adverse to the Company, the approval by the Parent Board of this Agreement or the Merger or the recommendation by the Parent Board of the other Transactions, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Parent Takeover Proposal or (iii) approve or recommend, or propose to approve or recommend, any Parent Takeover Proposal.  Notwithstanding the foregoing, if, prior to receipt of the Parent Stockholder Approval, in response to a Superior Parent Proposal that was not solicited by Parent and that did not otherwise result from a breach of Section 5.02(a), the Parent Board determines in good faith (based on the written opinion of outside counsel) that the failure to do so would cause the Parent Board to violate its fiduciary duties under the applicable Law, the Parent Board may withdraw or modify its approval or recommendation of this Agreement and the Transactions.

(c)  Parent promptly shall advise the Company orally and in writing of any Parent Takeover Proposal or any inquiry with respect to or that could lead to any Parent Takeover Proposal, and the identity of the person making any such Parent Takeover Proposal or inquiry and the material terms of any such Parent Takeover Proposal or inquiry.  Parent shall (i) keep the Company fully informed of the status including any change to the terms of any such Parent Takeover Proposal or inquiry and (ii) provide to the Company as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided

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to Parent from any third party in connection with any Parent Takeover Proposal or sent or provided by Parent to any third party in connection with any Parent Takeover Proposal.

(d)  Nothing contained in Section 5.02 shall prohibit Parent from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any required disclosure of Parent’s stockholders if, in the good faith judgment of the Parent Board, based on the written advice of outside counsel, failure so to disclose would be inconsistent with its obligations under applicable Law; provided, however, that in no event shall Parent, the Parent Board or any committee thereof take, agree or resolve to take any action prohibited by Section 5.02(b).

(e)  For purposes of this Agreement:

“Parent Takeover Proposal” means (i) any proposal or offer for a merger, consolidation, share exchange, business combination, joint venture, liquidation, dissolution, recapitalization, reorganization or other similar transaction involving Parent, (ii) any proposal for the issuance by Parent of any of its securities as consideration for the assets or securities of another person, (iii) any proposal or offer to acquire in any manner, directly or indirectly, any of the securities or assets of Parent or (iv) any proposal or offer to lease, mortgage, pledge or otherwise transfer (including through any arrangement having substantially the same economic effect of a sale of assets) any of the assets of Parent, in a single transaction or a series of transactions in each case other than the Transactions.

“Superior Parent Proposal” means any proposal made by a third party to acquire all the equity securities or assets of Parent, pursuant to a tender or exchange offer, a merger or a consolidation, (A) on terms which the Parent Board determines in its good faith judgment to be superior from a financial point of view on a present value basis to the holders of Parent Common Stock than the Transactions (based on the written opinion, with only customary qualifications, of Parent’s independent financial advisor), taking into account all the terms and conditions of such proposal and this Agreement (including any proposal by the Company to amend the terms of this Agreement and the Transactions) and (B) that is fully financed and reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal.

SECTION 5.03.  No Solicitation by the Company.  (a)  Neither the Company nor USPGI shall, nor shall it authorize or permit any Representatives of the Company or USPGI to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Company Takeover Proposal (as defined in Section 5.03(c)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal.  Each of the Company and USPGI shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Company Takeover Proposal.  The Company acknowledges and agrees that the Company Member Approval has been given and that

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no modification thereto shall be effective to withdraw or revoke the Company Member Approval.

(b)  The Preferred Member Representatives shall not (i) withdraw or modify, in a manner adverse to Parent, or propose to withdraw or modify, in a manner adverse to Parent, the approval by the Preferred Member Representatives of this Agreement or the Merger, (ii) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Company Takeover Proposal or (iii) approve or recommend, or propose to approve or recommend, any Company Takeover Proposal.

(c)  For purposes of this Agreement:

“Company Takeover Proposal” means (i) any proposal or offer for a merger, consolidation, share exchange, business combination, joint venture, liquidation, dissolution, recapitalization, reorganization or other similar transaction involving the Company, (ii) any proposal for the issuance by the Company of any of its securities as consideration for the assets or securities of another person, (iii) any proposal or offer to acquire in any manner, directly or indirectly, any of the securities or assets of the Company or (iv) any proposal or offer to lease, mortgage, pledge or otherwise transfer (including through any arrangement having substantially the same economic effect of a sale of assets) any of the assets of the Company, in a single transaction or a series of transactions in each case other than the Transactions.

ARTICLE VI

Additional Agreements

SECTION 6.01.  Preparation of the Proxy Statement; Parent Stockholders Meeting.  (a)  As soon as practicable following the date of this Agreement, Parent shall prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company and Parent shall use its best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto.  Parent shall use its best efforts to prepare and file with the SEC the definitive Proxy Statement and to cause the definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after the date of this Agreement.  Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger.  The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger.

(b)  If prior to the Effective Time, any event occurs with respect to the Company or USPGI, or any change occurs with respect to other information supplied by the Company for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary

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amendment or supplement to the Proxy Statement and, as required by law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders.

(c)  If prior to the Effective Time, any event occurs with respect to Parent or Sub, or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to Parent’s stockholders.

(d)  Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholders Meeting”) for the purpose of seeking the Parent Stockholder Approval.  Parent shall use its best efforts to cause the Proxy Statement to be mailed to the Parent’s stockholders as promptly as practicable after the date of this Agreement.  Parent shall, through the Parent Board, recommend to its stockholders that they give the Parent Stockholder Approval, except to the extent that the Parent Board shall have withdrawn its approval or recommendation of this Agreement, the Merger and the Transactions as permitted by Section 5.02(b).  Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 6.01(d) shall not be affected by (i) the commencement, proposal, disclosure or communication to Parent of any Parent Takeover Proposal or (ii) the withdrawal or modification by the Parent Board of its approval or recommendation of this Agreement and the Transactions.

SECTION 6.02.  Access to Information; Confidentiality.  (a)  Each of the Company and Parent shall, and shall cause each of its respective subsidiaries to, afford to the other party and to the officers, employees, accountants, counsel, financial advisors and other representatives of such other party, reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, books, Contracts, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its respective subsidiaries to, furnish promptly to the other party a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities laws; provided, however, that the Company may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party or (ii) such documents or information or such portions of documents or information that it believes in good faith are competitively sensitive.  If any material is withheld by such party pursuant to the proviso to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld.  All information exchanged pursuant to this Section 6.02(a) shall be subject to the confidentiality agreement dated as of the date hereof between the Company and Parent (the “Confidentiality Agreement”).

(b)  The Company agrees to provide to Parent, within 30 days after the date hereof, an unaudited balance sheet and an unaudited income statement, in each case without any notes, for each of the calendar months of January 2004 and February 2004, and thereafter, shall provide to Parent within 30 days after the end of each calendar month after February 2004, an unaudited balance sheet and an unaudited income statement, in each case without any notes, for each such calendar month.

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SECTION 6.03.  Reasonable Efforts; Notification.  (a)  Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Merger or other Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger or other Transactions and to fully carry out the purposes of this Agreement and the Transaction Agreements.  In connection with and without limiting the foregoing, Parent and the Company shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or any other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Transaction Agreements.

(b)  The Company shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in any Transaction Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under any Transaction Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or the Transaction Agreements.

SECTION 6.04.  Indemnification.  From and after the Effective Time, Parent shall (i) indemnify the Preferred Member Representatives and officers of the Company, to the fullest extent permitted by Law, for acts or omissions at or prior to the Effective Time and (ii) purchase a directors’ and officers’ insurance (or equivalent insurance) and indemnification policy as would be customary for a public company with a valuation equal to or greater than the valuation of Parent immediately after the Effective Time (the “D&O Insurance”),  to cover all persons who are directors and officers of Parent on and after the Effective Time.  Parent shall maintain such D&O Insurance for a period of not less than six years after the Effective Time.  If such D&O Insurance expires, is terminated or canceled during such six-year period, Parent shall use all reasonable efforts to cause to be obtained a new directors’ and officers’ insurance (or equivalent insurance) and indemnification policy comparable to the D&O Insurance for the remaining time period in such six-year period.

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SECTION 6.05.  Fees and Expenses.  (a)  Except as provided below, all fees and expenses incurred in connection with the Merger and the other Transactions by Parent, Sub or the Company shall be paid by the party incurring such expenses, whether or not the Merger is consummated.

(b)  Parent shall pay to the Company a fee of $1,000,000 (the “Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 8.01(e); (ii) any person makes a Parent Takeover Proposal that was pending on the date on which an event giving rise to a termination by the Company pursuant to Section 8.01(d) occurs, and thereafter this Agreement is terminated pursuant to Section 8.01(d); or (iii) any person makes a Parent Takeover Proposal (A) that was publicly disclosed prior to the Parent Stockholders Meeting but not publicly and irrevocably withdrawn more than 20 business days prior to the date of the Parent Stockholders Meeting and thereafter this Agreement is terminated pursuant to Section 8.01(b)(iv) or (B) that was not irrevocably withdrawn on the date that is 60 days prior to the Outside Date and the Parent Stockholder Approval is not obtained prior to termination of this Agreement.  Parent shall pay the Company any Termination Fee due under this Section 6.05(b) by wire transfer of immediately available funds on the earlier of (i) the date that a Business Combination (as defined in the Parent Charter) with respect to Parent is consummated (other than the Transactions) or (ii) the date that the funds or government securities in the Trust Account are released (other than a release upon a liquidation or dissolution of Parent that is not in connection with the consummation of a Business Combination with respect to Parent)(clause (i) or (ii), a “Release Event”).  If this Agreement is terminated under circumstances set forth in clause (i), (ii) or (iii) of the first sentence of this Section 6.05(b), Parent shall make proper provision, promptly following such termination, such that, upon disbursement of the funds or government securities held in the Trust Account in connection with a Release Event, the Company is paid the Termination Fee prior to the disbursement of such funds or government securities to any other person.

(c)  Simultaneously with the execution and delivery of this Agreement, Parent shall pay to the Company the sum of $250,000.  The Company shall reimburse Parent the sum of $250,000 if this Agreement is terminated pursuant to Section 8.01(c).  Any such reimbursement shall be paid upon demand following such termination.

(d)  Notwithstanding anything to the contrary contained herein or in any other Transaction Agreement, (i) the Company agrees, on behalf of itself and any and all of its officers, directors, members and affiliates, that unless and until a Release Event occurs or the Effective Time occurs, it shall have no right to and shall not under any circumstances assert any claim against Parent or any of its affiliates or otherwise in any manner seek to recover against Parent or any of its affiliates any losses related to this Agreement or any other Transaction Agreement and (ii) each of Parent and Sub agree, on behalf of itself and any and all of its officers, directors and affiliates, that unless and until the Effective Time occurs, it shall have no right to and shall not under any circumstances assert any claim against the Company or any of its members or affiliates or otherwise in any manner seek to recover against the Company or any of its members or affiliates any damages or losses related to this Agreement or any other Transaction Agreement in excess of $250,000 in the aggregate (not including for such purposes any amount received pursuant to the second sentence of Section 6.05(c)), and, that from and after the occurrence of the Effective Time, the sole and exclusive remedy of Parent, Sub and any and all of their respective officers, directors and affiliates for any damages or losses related to this

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Agreement or any other Transaction Agreement shall be as specifically provided in the Indemnification Agreement.

SECTION 6.06.  Public Announcements.  Parent and Sub, on the one hand, and the Company, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Merger and the other Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law or court process.

SECTION 6.07.  Transfer Taxes.  All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Transactions shall be paid by either Sub or the Surviving LLC, and the Company shall cooperate with Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.

SECTION 6.08.  Affiliates.  Prior to the Closing Date, the Company shall deliver to Parent a letter identifying all persons who are expected by the Company to be, at the date of the Parent Stockholders Meeting, “affiliates” of the Company for purposes of Rule 145 under the Securities Act.  The Company shall use its reasonable efforts to cause each such person to deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached hereto as Exhibit D.

SECTION 6.09.  Quotation or Listing.  Parent shall use its best efforts to cause (i) the shares of Parent Common Stock to be issued in the Merger, (ii) all shares of Parent Common Stock outstanding as of the date of this Agreement, and (iii) the Parent Warrants outstanding as of the date of this Agreement, to be approved for quotation on The Nasdaq Stock Market, Inc. (“Nasdaq”), or if any of such securities are not eligible to be quoted on Nasdaq, to cause such non-eligible securities to be approved for listing on The American Stock Exchange LLC (the “AMEX”), in each case subject to official notice of issuance, as promptly as practicable after the date of this Agreement.

SECTION 6.10.  Tax Treatment.  The parties intend the Merger to qualify as an exchange under Section 351 of the Code (and another non-recognition transaction).  Each party and its affiliates shall use reasonable efforts to cause the Merger to so qualify and to obtain the opinion of McDermott, Will & Emery to the Company and its members to the effect that the Merger should be treated for U.S.  Federal income tax purposes as an exchange as described in Section 351 of the Code (and another non-recognition transaction).  For purposes of the tax opinion described in Section 7.03(c) of this Agreement, each of Parent, Sub and the Company shall provide customary representation letters, in form and substance reasonably satisfactory to McDermott, Will & Emery, each dated on or about the date that is two business days prior to the date the Proxy Statement is mailed to the stockholders of Parent and reissued as of the Closing Date.  Each of Parent, Sub and the Company and each of their respective affiliates shall not take any action and shall not fail to take any action or suffer to exist any condition which action or failure to act or condition would prevent, or would be reasonably likely to prevent, the Merger from qualifying as an exchange within the meaning of Section 351 of the Code (and another non-recognition transaction).

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SECTION 6.11.  Pre-Closing Confirmation.  (a)  Promptly after the date hereof, Parent shall give to the Trustee the notice attached as Exhibit A to the Trust Agreement.

(b)  Not later than 48 hours prior to the Closing, Parent shall (i) give the Trustee advance notice of the Effective Time, (ii) cause the Trustee to provide a written confirmation to the Company confirming the dollar amount of the account balance held by the Trustee in the Trust Account that will be released to Parent upon consummation of the Merger and (iii) provide to the Company a written schedule of all liabilities and expenses owed by Parent to any person as of the Effective Time which remain unpaid as of such time, which written schedule shall be accompanied by a certificate from the Chairman of the Board, Chief Executive Officer and President of Parent to the effect that to the best of his knowledge such schedule is a true and correct estimation of Parent’s unpaid liabilities and expenses as of the Effective Time.

ARTICLE VII

Conditions Precedent

SECTION 7.01.  Conditions to Each Party’s Obligation To Effect The Merger.  The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a)  Stockholder Approval.  Parent shall have obtained the Parent Stockholder Approval.

(b)  Antitrust.  Any waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.  Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of the Merger, shall have been obtained or made.

(c)  No Injunctions or Restraints.  No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; provided, however, that prior to asserting this condition, subject to Section 6.03, each of the parties shall have used all reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such injunction or other order that may be entered.

(d)  No Litigation.  There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or any other person, in each case that has a reasonable likelihood of success, (i) challenging the Merger or the Transactions, (ii) seeking to restrain or prohibit the consummation of the Merger or any of the other Transactions or (iii) seeking to obtain from the Company, Parent or Sub any damages that are material in relation to Parent and Sub taken as a whole.

(e)  [INTENTIONALLY OMITTED].

(f)  Conversion Rights.  At the Parent Stockholder Meeting, holders of less than 20% in interest of the IPO Shares shall have demanded that Parent convert their IPO Shares into

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cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement.

(g)  Net Assets.  At the Effective Time, the fair market value (as may be determined in accordance with Section 8.10 of the Underwriting Agreement) of the Company (including USPGI) is at least 80% of the net assets of Parent.

SECTION 7.02.  Conditions to Obligations of Parent and Sub.  The obligations of Parent and Sub to effect the Merger are further subject to the following conditions:

(a)  Representations and Warranties.  The representations and warranties of the Company in this Agreement that are qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to a specified date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such specified date).  Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(b)  Performance of Obligations of the Company.  The Company shall have performed in all material respects all obligations (provided, however, that the Company shall have performed in all respects the obligations in Section 5.01(e)) required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(c)  Material Adverse Effect.  There shall not have occurred since the date of this Agreement any Company Material Adverse Effect.

(d)  Other Agreements.  Each of RGGPLS, the Warrant Agent and the Escrow Agent shall have executed and delivered each Other Agreement (with such changes as may be reasonably requested by the Warrant Agent or the Escrow Agent, as the case may be) to which it is or is contemplated to be a party.

SECTION 7.03.  Conditions to Obligation of the Company.  The obligation of the Company to effect the Merger is further subject to the following conditions:

(a)  Representations and Warranties.  The representations and warranties of Parent and Sub in this Agreement that are qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects (provided, however, that the representations and warranties in Sections 4.04(d) and 4.17 shall be true and correct in all respects), as of the date of this Agreement and on the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to a specified date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on

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and as of such specified date).  The Company shall have received a certificate signed on behalf of Parent by the chief executive officer and the chief financial officer of Parent to such effect.

(b)  Performance of Obligations of Parent and Sub.  Parent and Sub shall have performed in all material respects all obligations (provided, however, that Parent and Sub shall have performed in all respects the obligations in Section 6.11) required to be performed by them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent by the chief executive officer and the chief financial officer of Parent to such effect.

(c)  Tax Opinion.  The Company and its members shall have received a written opinion, dated as of the Closing Date, from McDermott, Will & Emery, counsel to the Company, to the effect that the Merger should be treated for federal income tax purposes as an exchange described in Section 351 of the Code (and another non-recognition transaction); it being understood that in rendering such opinion, such tax counsel shall be entitled to rely upon customary representations provided by the parties hereto in form and substance reasonably satisfactory to such counsel.

(d)  Material Adverse Effect.  There shall not have occurred since the date of this Agreement any material adverse effect on Parent.

(e)  Other Agreements.  Parent, Spector, the Warrant Agent, the Escrow Agent and the other signatories to the Other Agreements shall have executed and delivered each Other Agreement (with such changes as may be reasonably requested by the Warrant Agent or the Escrow Agent, as the case may be) to which it is or is contemplated to be a party.

(f)  Net Assets.  The Company shall have received a certificate signed on behalf of Parent by the chief executive officer of Parent, to the effect that the Parent Board shall have independently determined, as of the Effective Time, that the fair market value (as may be determined in accordance with Section 8.10 of the Underwriting Agreement) of the Company (including USPGI) is at least 80% of the net assets of Parent.

ARTICLE VIII

Termination, Amendment and Waiver

SECTION 8.01.  Termination.  This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Parent Stockholder Approval:

(a)  by mutual written consent of Parent, Sub and the Company;

(b)  by either Parent or the Company:

(i)  if the Merger is not consummated on or before August 31, 2004 (the “Outside Date”), unless the failure to consummate the Merger is the result of a material breach of this Agreement by the party seeking to terminate this Agreement;

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(ii)  if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable;

(iii)  if any condition to the obligation of such party to consummate the Merger set forth in Section 7.02 (in the case of Parent) or 7.03 (in the case of the Company) or in Section 7.01 becomes incapable of satisfaction prior to the Outside Date; provided, however, that the terminating party is not then in material breach of any representation, warranty or covenant contained in this Agreement; or

(iv)  if, upon a vote at a duly held meeting to obtain the Parent Stockholder Approval, either (A) the Parent Stockholder Approval is not obtained or (B) the holders of 20% or more in interest of the IPO shares shall have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement;

(c)  by Parent, if the Company breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.01 or 7.02, and (ii) cannot be or has not been cured within 30 days after the giving of written notice to the Company of such breach or the Outside Date, if earlier (provided that Parent is not then in material breach of any representation, warranty or covenant contained in this Agreement);

(d)  by the Company, if Parent breaches or fails to perform in any material respect of any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.01 or 7.03, and (ii) cannot be or has not been cured within 30 days after the giving of written notice to Parent of such breach or the Outside Date, if earlier (provided that the Company is not then in material breach of any representation, warranty or covenant in this Agreement); or

(e)  by the Company:

(i)  if the Parent Board or any committee thereof withdraws or modifies, in a manner adverse to the Company, or proposes to withdraw or modify, in a manner adverse to the Company, its approval of this Agreement, the Merger or any of the other Transactions, fails to recommend to Parent’s stockholders that they give the Parent Stockholder Approval or approves or recommends, or proposes to approve or recommend, any Parent Takeover Proposal;

(ii)  if the Parent Board fails to reaffirm publicly and unconditionally its recommendation to Parent’s stockholders that they give the Parent Stockholder Approval within 2 days of the Company’s written request to do so (which request may be made at any time that a Parent Takeover Proposal is pending or is about to be commenced), which public reaffirmation must also include the unconditional rejection of such Parent Takeover Proposal; or

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(iii)  if Parent or any of its officers, directors, employees, representatives or agents takes any of the actions that would be proscribed by Section 5.02 but for the exceptions therein allowing certain actions to be taken pursuant to the second sentence of Section 5.02(a) or the second sentence of Section 5.02(b).

SECTION 8.02.  Effect of Termination.  In the event of termination of this Agreement by either the Company or Parent as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than Section 3.14, Section 4.15, the last sentence of Section 6.02(a), Section 6.05, this Section 8.02 and Article IX, which provisions shall survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any representation, warranty or covenant set forth in this Agreement.

SECTION 8.03.  Amendment.  This Agreement may be amended by the parties at any time before or after receipt of the Parent Stockholder Approval or after the Company Member Approval; provided, however, that after receipt of the Parent Stockholder Approval or the Company Member Approval, there shall be made no amendment that by law requires further approval by the stockholders of Parent or the members of the Company without the further approval of such stockholders or members; provided, further, that no amendment shall be binding on the Company or its members unless such amendment is approved by all of the Preferred Member Representatives of the Company who are such on the date of this Agreement.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

SECTION 8.04.  Extension; Waiver.  At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of another party contained in this Agreement or in any document delivered pursuant to this Agreement or (c) subject to the two provisos of Section 8.03, waive compliance with any of the agreements or conditions of another party contained in this Agreement.  Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.  The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

SECTION 8.05.  Procedure for Termination, Amendment, Extension or Waiver.  A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent or Sub, action by its Board of Directors or the duly authorized designee of its Board of Directors, and in the case of the Company, action by its Preferred Member Representatives.

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ARTICLE IX

General Provisions

SECTION 9.01.  Nonsurvival of Representations and Warranties.  Except as specifically provided in the Indemnification Agreement, none of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time.  This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

SECTION 9.02.  Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)  if to Parent or Sub, to

Millstream Acquisition Corporation
435 Devon Park Drive
Building 400
Wayne, PA  19087
Attention:  Arthur Spector
Telecopy No.: (610) 254-4367

with a copy to:

Klehr, Harrison, Harvey, Branzburg & Ellers, LLP
260 South Broad Street
Philadelphia, PA 19102
Attention:  Barry J. Siegel, Esq.
Telecopy No.:  (215) 568-6603

(b)  if to the Company, to

NationsHealth Holdings, L.L.C.
13650 N.W. 8th Street, Suite 109
Sunrise, FL  33325

Attention:	Glenn M. Parker, M.D.,
	Robert Gregg,
	Lewis Stone and
	Michael Gusky

Telecopy No.:  (954) 903-5005

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with a copy to:

McDermott Will & Emery LLP

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention:Ira J. Coleman, Esq.
Telecopy No.:  (305) 347-6500

SECTION 9.03.  Definitions.  For purposes of this Agreement:

An “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

A “person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

A “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person.

SECTION 9.04.  Interpretation; Disclosure Letters.  When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.  Any matter disclosed in any Section of either the Company Disclosure Letter or the Parent Disclosure Letter shall be deemed disclosed for all purposes and all sections of the Company Disclosure Letter or Parent Disclosure Letter, as applicable.

SECTION 9.05.  Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

SECTION 9.06.  Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become

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effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 9.07.  Entire Agreement; No Third-Party Beneficiaries.  The Transaction Agreements, taken together with the Confidentiality Agreement, the Company Disclosure Letter and the Parent Disclosure Letter, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the Transactions and (b) except for the provisions of Article II, Section 1.08, Section 1.09, Section 6.10 (solely with respect to the members of the Company) and Section 6.04, are not intended to confer upon any person other than the parties any rights or remedies.

SECTION 9.08.  Governing Law.  This Agreement shall be governed by, and construed 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, except to the extent the laws of the State of Florida are mandatorily applicable to the Merger.

SECTION 9.09.  Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties.  Any purported assignment without such consent shall be void.  Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.  Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that each of RGGPLS and GRH (a “Converting Entity”) shall be permitted to merge with or into, consolidate with, liquidate and recontribute its assets and liabilities to, convert into, exchange its capital stock for equity interests in, or otherwise change its form or status to, in each case a limited liability company the equity interests of which are beneficially owned in the same proportion and by the same persons as the capital stock of or membership interests of the Converting Entity was beneficially owned (each of such actions, a “Conversion” and, the Converting Entity as so Converted into a limited liability company, “Newco”), and, that (i) from and after such Conversion (A) Newco shall succeed to all of the rights and obligations of its respective Converting Entity under this Agreement without the consent of or any action of any of the parties hereto or any written amendment hereto and (B) all references in this Agreement to RGGPLS or GRH shall be deemed references to its respective Newco and (ii) such Conversion shall not be deemed a breach of any representation, warranty or covenant in this Agreement.

SECTION 9.10.  Enforcement.  The parties agree that irreparable damage would occur in the event that any of the provisions of any Transaction Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of any Transaction Agreement and to enforce specifically the terms and provisions of each Transaction Agreement in any New York state court or any Federal court located in the State of New York, this being in addition to any other remedy to which they are entitled at law or in equity.  In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any New York state court or any Federal court located in the State of New York in the event any dispute arises out of any Transaction Agreement or any Transaction, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court,

47

(c) agrees that it will not bring any action relating to any Transaction Agreement or any Transaction in any court other than any New York state court or any Federal court sitting in the State of New York and (d) waives any right to trial by jury with respect to any action related to or arising out of any Transaction Agreement or any Transaction.

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IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed this Agreement, all as of the date first written above.

MILLSTREAM ACQUISITION
	CORPORATION,
By	/s/ Arthur Spector
	Name:	Arthur Spector
	Title:	Chairman, Chief Executive
		Officer and President
N MERGER L.L.C.,
By	MILLSTREAM ACQUISITION CORPORATION, its sole member,
By	/s/ Arthur Spector
	Name:	Arthur Spector
	Title	Chairman, Chief Executive
		Officer and President
NATIONSHEALTH HOLDINGS, L.L.C.,
By	/s/ Glenn M. Parker
	Name:
	Title:

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EXHIBIT D

Form of Affiliate Letter

Dear Sirs:

The undersigned refers to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 10, 2004, among Millstream Acquisition Corporation, a Delaware corporation, N Merger L.L.C., a Florida limited liability company, and NationsHealth Holdings, L.L.C., a Florida limited liability company.  Capitalized terms used but not defined in this letter have the meanings give such terms in the Merger Agreement.

The undersigned, a holder of Company Membership Interests, is entitled to receive in connection with the Merger shares of Parent Common Stock.  The undersigned acknowledges that the undersigned may be deemed an “affiliate” of the Company within the meaning of Rule 145 (“Rule 145”) promulgated under the Securities Act, although nothing contained herein should be construed as an admission of such fact.

If in fact the undersigned were an affiliate under the Act, the undersigned’s ability to sell, assign or transfer the Parent Common Stock received by the undersigned in exchange for Company Membership Interests pursuant to the Merger may be restricted unless much transaction is registered under the Act or an exemption from such registration is available.  The undersigned (i) understands that such exemptions are limited and (ii) has obtained advice of counsel as to the nature and conditions of such exemptions, including information with respect to the applicability to the sale of such securities of Rules 144 and 145(d) promulgated under the Securities Act.

The undersigned hereby represents to and covenants with Parent that the undersigned will not sell, assign or transfer any of the Parent Common Stock received by the undersigned in exchange for Company Membership Interests pursuant to the Merger except (i) pursuant to an effective registration statement under the Securities Act, (ii) in a transaction that meets the requirements of Rule 145 or (iii) in a transaction that, in the oral or written opinion of counsel (the reasonable fees of which counsel will be paid by Parent) or as described in a “no-action” or interpretive letter from the Staff of the SEC, is not required to be registered under the Securities Act.

The undersigned acknowledges and agrees that (i) the Parent Common Stock issued to the undersigned will all be in certificated form and (ii) appropriate legends will be placed on certificates representing Parent Common Stock received by the undersigned in the Merger or held by a transferee thereof, which legends will be removed by delivery of substitute certificates upon receipt of an opinion from counsel (the reasonable fees of which counsel will be paid by Parent) to the effect that such legends are no longer required for purposes of the Securities Act.

D-1

The undersigned acknowledges that the undersigned has carefully read this letter and understands the requirements hereof and the limitations imposed upon the distribution, sale, transfer or other disposition of Parent Common Stock.

Very truly yours,

Dated:

D-2

EX-10.1

Exhibit 10.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of NationsHealth, Inc., and further agree that this Joint Filing Agreement be included as Exhibit 1.

In evidence thereof, the undersigned hereby execute this Joint Filing Agreement as of September 10, 2004.

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

EX-10.2

Exhibit 10.2

EXECUTION COPY

AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of August 10, 2004 (this “Agreement”), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the “Company”), RGGPLS HOLDING, INC., a Florida corporation (the “RGGPLS”), and Arthur Spector (“Spector”).

Preliminary Statements

WHEREAS the Company, RGGPLS and Spector entered into a Governance Agreement, dated as of March 9, 2004 (the “Original Governance Agreement”), and they now desire to amend and restate the Original Governance Agreement (it being understood that all references herein to this “Agreement” refer to the Original Governance Agreement as amended and restated hereby and that all references herein to “the date hereof” or “the date of this Agreement” refer to March 9, 2004);

WHEREAS the Company has entered into an Amended and Restated Agreement and Plan of Merger, dated as of August 10, 2004 (the “Merger Agreement”), among the Company, N Merger L.L.C., a Florida limited liability company and a wholly owned subsidiary of the Company, and NationsHealth Holdings, L.L.C., a Florida limited liability company;

WHEREAS, at the Effective Time (as defined in the Merger Agreement), RGGPLS will own a majority of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), without giving effect to the exercise or conversion of any warrants or options issued by the Company; and

WHEREAS, the Company, RGGPLS and Spector desire to establish in this Agreement certain terms and conditions concerning the corporate governance of the Company and certain other matters.

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

ARTICLE I

Definitions

SECTION 1.01   Definition of Certain Terms Used Herein.  (a)  As used herein, the following terms shall have meanings specified below:

“Affiliate” shall mean, with respect to any person, any other person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such person. For the purposes of this definition, “control” when used with respect to any particular person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“AMEX” shall mean the American Stock Exchange LLC.

“Applicable Exchange” shall mean Nasdaq, the NYSE, the AMEX or any other stock exchange, as the case may be, if the Common Stock is then traded on Nasdaq, the NYSE, the AMEX or such other stock exchange, and shall mean none of Nasdaq, the NYSE, the AMEX or any other stock exchange if the Common Stock is not then traded on Nasdaq, the NYSE, the AMEX or any other stock exchange.

“beneficial owner”, “beneficially own” or “beneficially owned” shall have the meanings assigned to such terms in Rule 13d-3 under the Exchange Act.

“Board of Directors” shall mean the Board of Directors of the Company.

“Class I”, “Class II” and “Class III” shall mean Class I, Class II and Class III, respectively, of the Board of Directors, and “Class” shall mean any one of them.

“Company By-laws” shall mean the Second Amended and Restated By-laws of the Company, as amended from time to time.

“Company Charter” shall mean the Second Restated Certificate of Incorporation of the Company, as amended from time to time.

“Company Proxy Statement” shall mean the proxy statement or consent solicitation statement filed by the Company pursuant to the Exchange Act in connection with an Election Meeting.

“directors” shall mean members of the Board of Directors.

“Election Meeting” shall mean (i) any annual or special meeting of the stockholders of the Company or (ii) any action by written consent of the stockholders of the Company, in either case where one or more directors are to be elected or removed.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Independent Director” shall mean a director or a person nominated for election as a director who is “independent” under the rules and regulations of the SEC and the Applicable Exchange.

“Liens” shall mean any pledges, claims, liens, charges, encumbrances or security interests of any kind or nature whatsoever.

“Nasdaq” shall mean The Nasdaq Stock Market, Inc.

“NYSE” shall mean The New York Stock Exchange, Inc.

“Percentage Interest” shall mean, with respect to a Stockholder for a given year, the percentage of the issued and outstanding Common Stock beneficially owned by such Stockholder (without giving effect to the exercise of any outstanding options or warrants); provided, however, that with respect to Spector, “Percentage Interest” shall not include any

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shares of Common Stock beneficially owned by Spector Family Trust.  The “Percentage Interest”, for either RGGPLS or Spector, for any given year, shall be calculated as of the date that is 150 days prior to the one year anniversary of the date of the annual meeting of the Company’s stockholders of the immediately preceding year.

“RGGPLS Director” shall mean any RGGPLS Nominee who is elected to the Board of Directors.

“RGGPLS Nominee” shall mean any person nominated by RGGPLS for election to the Board of Directors.

“SEC” shall mean the United States Securities and Exchange Commission or any other United States federal agency at the time administering the Securities Act or the Exchange Act, as applicable, whichever is the relevant statute.

“Shares” shall mean, with respect to a Stockholder, the shares of Common Stock owned by such Stockholder, including any shares of Common Stock acquired by such Stockholder after the date of this Agreement (including upon the exercise of warrants, rights or options).  “Shares” shall also be deemed to include any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Shares, by reason of a stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise.

“Spector Director” shall mean any Spector Nominee who is elected to the Board of Directors.

“Spector Nominee” shall mean any person nominated by Spector for election to the Board of Directors.

“Spector Termination Event” shall mean the later to occur of (i) such time as the Percentage Interest of Spector is less than 1% and (ii) August 25, 2006.

“Stockholders” shall mean (i) RGGPLS and (ii) until the occurrence of a Spector Termination Event, Spector.

“Triggering Event” shall mean, if the Common Stock is then listed or quoted on an Applicable Exchange, the failure of the Company to constitute a “Controlled Company” for purposes of the rules and regulations of the Applicable Exchange (it being understood and agreed that if the Common Stock is not then listed or quoted on an Applicable Exchange, then a Triggering Event shall not be capable of occurring).

SECTION 1.02   Usage.  The definitions in this Article I shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references in this Agreement to Articles, Sections and Exhibits shall be deemed to be references to Articles, Sections and Exhibits of or to this Agreement, unless the context shall otherwise require. The

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words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, regardless of whether such phrase so appears.

ARTICLE II

Representations and Warranties

SECTION 2.01   Representations and Warranties of the Company.  The Company hereby represents and warrants to each of the Stockholders that:  (i) it is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, to carry out the provisions hereof and to perform its obligations hereunder; (ii) the execution, delivery and performance by the Company of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company; and (iii) this Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.

SECTION 2.02   Representations and Warranties of the Stockholders.  Each Stockholder hereby represents and warrants to the Company and to each other Stockholder that this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

ARTICLE III

Board of Directors

SECTION 3.01   Composition of the Board of Directors.  As of the Effective Time, the Board of Directors shall be initially comprised of 11 directors.  As of the date first written above, each of RGGPLS and Spector has notified the other of the nine (9) persons, in the case of RGGPLS, and the two (2) persons (one to be in Class II and one (which shall be Spector) to be in Class III), in the case of Spector, that it has selected as initial directors, and RGGPLS and Spector agree that Schedule I to this Agreement includes the names of such persons as the initial directors of the Company.  Notwithstanding anything herein to the contrary, if the size of the Board of Directors is increased or decreased, the number of RGGPLS Nominees and Spector Nominees that RGGPLS or Spector, respectively, is entitled to include in the Company Proxy Statement pursuant to Section 3.02 shall increase or decrease accordingly; provided, however, that the percentage that the Spector Directors represent of the size (as increased or decreased) of the entire Board of Directors shall not be greater than 20%, rounding down any fractional numbers of Spector Directors; provided, further, that prior to a Spector Termination Event, notwithstanding any decrease in the size of the Board of Directors, Spector shall have the right to include at least one (1) Spector Nominee (which shall be Spector) in the Company Proxy Statement.

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SECTION 3.02   Company Proxy Statement.

(a)(1) With respect to each Election Meeting, RGGPLS shall have the right to include in the Company Proxy Statement with respect to the Class that is standing for election to the Board of Directors (or, if directors from more than one Class are to be elected, each such Class in which directors are to be elected):

(I)if the Percentage Interest of RGGPLS is equal to or greater than 20%, three (3) RGGPLS Nominees for each such Class that is standing for election to the Board of Directors; provided, however, that:

(A)prior to the occurrence of a Triggering Event, one (1) of the RGGPLS Nominees in each of Class I, Class II and Class III shall be an Independent Director; and

(B)after the occurrence of a Triggering Event, (x) for purposes of each of Class I and Class III, two (2) of such RGGPLS Nominees shall be Independent Directors in each such Class (provided that in the case of this clause (x), after a Spector Termination Event, only one (1) of the RGGPLS Nominees for Class I shall be an Independent Director) and (y) for purposes of Class II, one (1) such RGGPLS Nominee shall be an Independent Director in such Class;

(II)if the Percentage Interest of RGGPLS is less than 20% but greater than or equal to 5%, one (1) RGGPLS Nominee (which not need be an Independent Director) for each of Class I and Class II, and two (2) RGGPLS Nominees (which need not be Independent Directors) for Class III; and

(III)if the Percentage Interest of RGGPLS is less than 5%, one (1) RGGPLS Nominee (which need not be an Independent Director) for each Class.

(2) With respect to each Election Meeting, Spector shall have the right to include in the Company Proxy Statement with respect to the Class that is standing for election to the Board of Directors (or, if directors for more than one Class are to be elected, each such Class in which directors are to be elected):

(I)if the Percentage Interest of Spector is greater than or equal to 1%, then one (1) Spector Nominee (which need not be an Independent Director) in each of Class II and Class III, but no Spector Nominees in Class I; provided, however, that:

(A)after the occurrence of a Triggering Event, the Spector Nominee in Class II shall be an Independent Director; and

(II)if the Percentage Interest of Spector is less than 1% and a Spector Termination Event has not occurred, then one (1) Spector Nominee (which shall be Spector) in Class III, but no Spector Nominees in either Class I or Class II.

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(b)With respect to each Election Meeting, the Company shall include the appropriate number of such RGGPLS Nominees and Spector Nominees in the Company Proxy Statement, in accordance with Section 3.02(a).

(c)The Company shall cause each RGGPLS Nominee and Spector Nominee included in the Company Proxy Statement to be included in management’s slate of nominees for such Election Meeting.

(d)Prior to taking office, each RGGPLS Director and Spector Director that is not an Independent Director shall agree in writing to resign, if requested by the party that had nominated such director, upon the occurrence of a Triggering Event.

(e)Prior to the occurrence of a Triggering Event, (i) RGGPLS or Spector shall be entitled to remove any RGGPLS Director or Spector Director, respectively (a “Requested Removal”), (ii) the Company shall prepare and file a Company Proxy Statement relating to such Requested Removal and (iii) RGGPLS or Spector shall be permitted to include in the Company Proxy Statement relating to such Requested Removal a replacement RGGPLS Nominee or Spector Nominee, respectively.

SECTION 3.03   Chairman.  Until the occurrence of a Spector Termination Event, (x) so long as Spector is a director Spector shall be the non-executive Chairman of the Board of Directors, unless he earlier resigns or is unable to serve, or unless the Board of Directors removes him (i) if the Percentage Interest of RGGPLS is equal to or greater than 20%, by an affirmative vote of not less than 85% of its members at the time or (ii) if the Percentage Interest of RGGPLS is less than 20%, by an affirmative vote of a majority of its members at the time and (y) Spector shall not be removed as a director from the Board of Directors at any time prior to the occurrence of a Triggering Event without the affirmative vote of 85% of the outstanding shares of Common Stock.

SECTION 3.04   Triggering Event.  Upon the occurrence of a Triggering Event, (A) RGGPLS shall take all actions necessary to cause two RGGPLS Directors who are not Independent Directors to resign as promptly as practicable and to designate two Independent Directors to fill the vacancies created by such resignations and (B) Spector shall take all actions necessary to cause one Spector Director to resign and to designate one Independent Director to fill the vacancy created by such resignation, so as to comply with the rules and regulations of the Applicable Exchange and to give full effect to Section 3.02, and the Board of Directors shall fill such vacancies with such Independent Directors.

SECTION 3.05   Resignation and Removal of Directors.  In the event that a RGGPLS Director or a Spector Director shall resign, retire, be removed, die or no longer be able to serve (for whatever reason) prior to the expiration of the term of the Class to which such director was elected, then (A) if such director shall be a RGGPLS Director, then RGGPLS shall have the exclusive right to designate an individual to fill such vacancy and the entire Board of Directors shall fill such vacancy with such person, and (B) if such director shall be a Spector Director, then Spector shall have the exclusive right to designate an individual to fill such vacancy and the entire Board of Directors shall fill such vacancy with such person.  The term of

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any director elected to fill a vacancy shall expire at the end of the term of the Class for which such director’s predecessor was elected.

SECTION 3.06   Solicitation and Voting of Shares.  (a)  In connection with each Election Meeting, the Company shall use its reasonable best efforts to solicit from the stockholders of the Company eligible to vote for the election of directors proxies in favor of the RGGPLS Nominees and Spector Nominees included in the Company Proxy Statement in accordance with Section 3.02.

(b)At each Election Meeting, each Stockholder hereby agrees (x) if any annual or special meeting of the stockholders of the Company is held, to appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum, and (y) to vote or to act by written consent with respect to (or cause to be voted or acted upon by written consent), (i) all Shares for which such Stockholder thereof is the record holder or beneficial owner at the time of such vote or action by written consent and (ii) all Shares as to which such Stockholder thereof at the time of such vote or action by written consent has voting control, in each case:

(A)In favor of all of the RGGPLS Nominees and Spector Nominees (or, if applicable, in favor of a Requested Removal of any RGGPLS Director or Spector Director) that are included in the Company Proxy Statement; and

(B)Against (i) the election of any person or persons nominated in opposition to the RGGPLS Nominees or Spector Nominees or (ii) the removal (other than a Requested Removal) of the RGGPLS Directors or Spector Directors.

(c) In any other matter submitted to a vote of the stockholders of the Company, each Stockholder may vote any or all of its Shares in its sole discretion.

SECTION 3.07   Committees.  Subject to the general oversight and authority of the Board of Directors under applicable law, the Board of Directors shall establish, empower and maintain (i) an audit committee, which shall consist of three (3) Independent Directors, (ii) a compensation committee, which shall initially consist of one (1) RGGPLS Director (which shall be Glenn M. Parker, M.D.), one (1) Spector Director (which shall be Spector) and three (3) Independent Directors and (iii) after the occurrence of a Triggering Event, any committees that would be required pursuant to the rules and regulations of the Applicable Exchange.

SECTION 3.08   Spector Termination Event.  Upon the occurrence of a Spector Termination Event, (i) Spector shall cease to have any rights under this Agreement, including any rights to include in the Company Proxy Statement for nomination any Spector Nominees and (ii) the Company and RGGPLS shall cease to have any obligations to Spector under this Agreement.

SECTION 3.09   Certain Actions.  Each Stockholder agrees that it will, and will cause its subsidiaries and Affiliates to, take all action as a stockholder of the Company or as is otherwise within its control as are necessary to give effect to the provisions of this Agreement

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and to perform, pay and satisfy all of their respective obligations and liabilities hereunder as and when due.

ARTICLE IV

Officers

SECTION 4.01   Officers.  As of the Effective Time, the Board of Directors shall elect the following persons as the following officers of the Company:  (a) Glenn M. Parker, M.D., as Chief Executive Officer of the Company; (b) Robert Gregg, as Chief Operating Officer of the Company; (c) Lewis Stone, as President of the Company; and (d) Timothy Fairbanks, as Chief Financial Officer of the Company.  In each case, such person shall serve as such officer unless he earlier resigns or is unable to serve, or unless the Board of Directors removes him by an affirmative vote of not less than a majority of its members at the time.

ARTICLE V

Covenants

SECTION 5.01   Status of the Company.  At all times prior to the occurrence of a Triggering Event and so long as the Common Stock is listed or quoted on an Applicable Exchange, the Company and each Stockholder shall publicly take the position that the Company is a “Controlled Company” within the rules or regulations of the Applicable Exchange and cause the disclosure in all statements, reports, proxy statements or other documents filed by the Company or such Stockholder, as applicable, with the SEC pursuant to the Exchange Act to state that the Company is a “Controlled Company” within the rules and regulations of the Applicable Exchange and the basis for such determination.

SECTION 5.02   Company Charter and Company By-laws.  The Company and the Board of Directors shall take or cause to be taken all lawful action necessary to ensure at all times that the Company Charter and Company By-laws of the Company are not at any time inconsistent with the provisions of this Agreement.

ARTICLE VI

Term of Agreement

SECTION 6.01   Term of Agreement.  This Agreement shall become effective upon the occurrence of the Effective Time; provided, however, that if the Merger Agreement is terminated in accordance with its terms then this Agreement shall terminate and be of no further force or effect as if this Agreement were never executed and delivered.  Unless earlier terminated as provided in the preceding sentence, this Agreement shall terminate (i) with respect to RGGPLS, at the later to occur of (A) such time as the Percentage Interest of RGGPLS is less than 1% or (B) August 25, 2006, (ii) with respect to Spector (other than with respect to the obligation of Spector under clause (B) of Section 3.04), upon the occurrence of a Spector Termination Event, (iii) upon delivery by RGGPLS to the Company (and prior to the occurrence of a Spector Termination Event, Spector) of written notice stating that RGGPLS has elected,

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which RGGPLS may do in its sole discretion, pursuant to this clause (iii) of this Section 6.01 to terminate this Agreement and (iv) in all other instances, upon the sixth anniversary of the date hereof.

ARTICLE VII

Miscellaneous Provisions

SECTION 7.01   Specific Performance.  The parties hereto hereby declare that irreparable damage would occur as a result of the failure of any party hereto to perform any of its obligations under this Agreement in accordance with the specific terms hereof. Therefore, all parties hereto shall have the right to specific performance of the obligations of the other parties under this Agreement and if any party hereto shall institute any action or proceeding to enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party has an adequate remedy at law. The right to specific performance should be in addition to any other remedy to which a party hereto may be entitled at law or in equity.

SECTION 7.02   Conflicts and Inconsistent Agreements.  Each of the Stockholders and the Company shall take all action necessary, including but not limited to the voting of capital stock of the Company, to ensure that the certificate of incorporation and by-laws of the Company and the certificates of incorporation and by-laws or other governing documents of the Company’s subsidiaries are consistent with, and do not conflict with, the terms of this Agreement.  Neither the Company nor any Stockholder shall enter into any agreement inconsistent with the terms of this Agreement.

SECTION 7.03   Complete Agreement.  This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the matters referred to herein and supersedes all prior agreements and understandings among the parties hereto with respect to the matters referred to herein.

SECTION 7.04   Amendment.  This Agreement may not be amended, modified or supplemented and no waivers of or consents to departures from the provisions hereof may be given unless consented to in writing by the Company and each of the Stockholders.

SECTION 7.05   Successors; Assigns.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including by operation of law, by any Stockholder without the prior written consent of the Company. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties hereto.  Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that RGGPLS shall be permitted to merge with or into, consolidate with, liquidate and recontribute its assets and liabilities to, convert into, exchange its capital stock for equity interests in, or otherwise change its form or status to, in each case a limited liability company the equity interests of which are beneficially owned in the same proportion and by the same persons as the capital stock of RGGPLS was beneficially owned (each of such actions, a “Conversion” and, RGGPLS as so Converted into a limited liability company, “Newco”), and, that from and after such Conversion (i) Newco shall

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succeed to all of the rights and obligations of RGGPLS under this Agreement without the consent of or any action of any of the parties hereto or any written amendment hereto, (ii) Newco shall be entitled to enforce all of the rights, and perform all of the obligations, hereunder as if Newco was a signatory hereto and (iii) all references in this Agreement to RGGPLS shall be deemed references to Newco.

SECTION 7.06   Attorney Fees.  A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and expenses, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.

SECTION 7.07   Notices.  All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows (or at such other address, telephone number and fax number as a party shall notify each other party hereto):

(i)  if to the Company before the Effective Time:

Millstream Acquisition Corporation

c/o Arthur R. Spector

435 Devon Park Drive

Building 400

Wayne, PA 14087

Attention:Chairman, Chief Executive
Officer and President

Telecopy No.: (610) 254-4367

with a copy to:

Klehr, Harrison, Harvey, Branzburg &
Ellers LLP

260 South Broad Street, Suite 400

Philadelphia, PA  19102-5003

Attention:  Barry J. Siegel, Esq.

Telecopy No.: (215) 568-6603

(ii)  if to the Company on or after the Effective Time:

NationsHealth, Inc.

13650 N.W. 8th St., Suite 109

Sunrise, FL  33325

Attention:  Chief Executive Officer

Telecopy No.: (954) 903-5005

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with a copy to:

McDermott Will & Emery LLP

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention: Ira J. Coleman, Esq.

Telecopy No.:(305) 347-6500

 (iii)  if to RGGPLS:

RGGPLS Holding, Inc.
13650 N.W. 8th Street, Suite 109
Sunrise, FL  33325

Attention:Glenn M. Parker, M.D.,
Robert Gregg and
Lewis Stone

Telecopy No.:  (954) 903-5005

with a copy to:

McDermott, Will & Emery

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention:Ira J. Coleman, Esq.

Telecopy No.:  (305) 347-6500

(iv)  if to Spector:

Arthur Spector
435 Devon Park Drive
Building 400
Wayne, PA 14087

with a copy to:

Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
Attention:  Barry J. Siegel, Esq.
Telecopy No.:  (215) 568-6603

SECTION 7.08   Interpretation: Exhibits and Schedules.  The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any

11

capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement.

SECTION 7.09   Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.

SECTION 7.10   Severability.  If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then (i) such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstance and (ii) the parties hereto agree to amend this Agreement so as to replace the invalid, illegal or unenforceable provisions with valid provisions, the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.11   Governing Law.  This Agreement and all actions contemplated hereby shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of laws principles).

SECTION 7.12   Submission to Jurisdiction.  Any and all suits, legal actions or proceedings arising out of this Agreement shall be brought in the Superior Court or the Court of Chancery of the State of Delaware or the United States District Court for the District of Delaware or in the Supreme Court of the State of New York, New York County or the United States District Court for the Southern District of New York and each party hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, legal actions or proceedings. In any such suit, legal action or proceeding, each party waives personal service of any summons, compliant or other process and agrees that service thereof may be made by certified or registered mail directed to it at its address set forth in the books and records of the company.  To the fullest extent permitted by law, each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue or any such suit, legal action or proceeding in any such court and hereby further waives any claim that any suit, legal action or proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 7.13   Waiver of Jury Trial.  Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement.  Each party (i) certifies that no representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 7.13.

SECTION 7.14   No Waiver of Rights.  No failure or delay on the part of any party in the exercise of any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude other or further exercise thereof

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or of any other right or power. The waiver by any party or parties hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach hereunder. All rights and remedies existing under this Agreement are cumulative and are not exclusive of any rights or remedies otherwise available.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

MILLSTREAM ACQUISITION CORPORATION
by
	/s/ Arthur Spector
	Name:	Arthur Spector
	Title:	Chairman, Chief Executive Officer and President
RGGPLS HOLDING, INC.
by
	/s/ Glenn M. Parker
	Name:	Glenn M. Parker
	Title:	President
/s/ Arthur Spector
Arthur Spector

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SCHEDULE I

Board of Directors of the Company
at the Effective Time

Class I

Timothy Fairbanks*

Gary D. Small*

Michael D. Tabris*

Class II

Lewis Stone*

Richard R. Howard*

George F. Raymond*

Don K. Rice**

Class III

Arthur Spector**

Glenn M. Parker, M.D.*

Elliot F. Hahn*

Raymond N. Steinman*

*Selected by RGGPLS

**by Spector

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EX-10.3

Exhibit 10.3

CONFORMED COPY

STOCKHOLDERS AGREEMENT, dated as of March 9, 2004, and amended as of June 2, 2004 (this “Agreement”), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the “Company”), RGGPLS HOLDING, INC., a Florida corporation (“RGGPLS”), and GRH HOLDINGS, L.L.C., a Florida limited liability company (the “Specified Stockholder”).

Preliminary Statements

WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among the Company, N Merger L.L.C., a Florida limited liability company and a wholly owned subsidiary of the Company, and NationsHealth Holdings, L.L.C., a Florida limited liability company; and

WHEREAS, RGGPLS and the Specified Stockholder desire to make certain covenants and agreements set forth herein with respect to the voting of the Shares (as defined below) held by the Specified Stockholder and certain other matters.

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

ARTICLE I

Definitions

SECTION 1.01   Definition of Certain Terms Used Herein.  As used herein, the following terms shall have meanings specified below:

“Affiliate” shall mean, with respect to any person, any other person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such person.  For the purposes of this definition, “control” when used with respect to any particular person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Exchange” shall mean Nasdaq, the NYSE, the AMEX or any other stock exchange, as the case may be, if the Common Stock is then traded on Nasdaq, the NYSE, the AMEX or such other stock exchange, and shall mean none of Nasdaq, the NYSE, the AMEX or any other stock exchange if the Common Stock is not then traded on Nasdaq, the NYSE, the AMEX or any other stock exchange.

“beneficial owner” shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act.

“Board of Directors” shall mean the Board of Directors of the Company.

“Class B Member interests” shall have the meaning assigned to such term in the Merger Agreement.

“Common Stock” shall mean the common stock, par value $0.0001 per share, of the Company.

“directors” shall mean members of the Board of Directors.

“DGCL” shall mean the Delaware General Corporation Law, as amended.

“Effective Time” shall have the meaning assigned to such term in the Merger Agreement.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Excluded Shares” shall mean the shares of Common Stock issuable at the Effective Time upon the conversion of the Preferred Member interests held by the Specified Stockholder at the Effective Time, other than the Other Shares.  “Excluded Shares” shall also be deemed to include any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Excluded Shares, by reason of a stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise.

“Liens” shall mean any pledges, claims, liens, charges, encumbrances or security interests of any kind or nature whatsoever.

“Offeror” shall have the meaning set forth in Section 4.03 below.

“Other Matter” shall mean any matter (including the election of directors to the Board of Directors) brought before a Stockholders Meeting and proposed or sponsored by a person other than RGGPLS, to be acted upon by the stockholders of the Company.

“Other Shares” shall mean 2,400,000 shares of Common Stock out of the shares of Common Stock issuable at the Effective Time upon the conversion of the Preferred Member interests held by the Specified Stockholder at the Effective Time.  “Other Shares” shall also be deemed to include any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Other Shares, by reason of a stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise.

“Release Date” shall mean the sixth anniversary of the Effective Time.

“RGGPLS Director” shall mean any RGGPLS Nominee who is elected to the Board of Directors.

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“RGGPLS Matter” shall mean any matter brought before a Stockholders Meeting and proposed or sponsored by RGGPLS to be acted upon by the stockholders of the Company at such Stockholders Meeting.

“RGGPLS Nominee” shall mean any person nominated by RGGPLS for election as a director to the Board of Directors.

“Rule 144” shall mean Rule 144 promulgated by the SEC under the Securities Act, or any successor rule or regulation.

“SEC” shall mean the United States Securities and Exchange Commission or any other United States federal agency at the time administering the Securities Act or the Exchange Act, as applicable, whichever is the relevant statute.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Shares” shall mean (i) the Specified Shares and (ii) the Other Shares.

“Specified Shares” shall mean the shares of Common Stock issuable at the Effective Time upon the conversion of the Class B Member interests held by the Specified Stockholder at the Effective Time.  “Specified Shares” shall also be deemed to include any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Specified Shares, by reason of a stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise.

“Stockholders” shall mean both of RGGPLS and the Specified Stockholder, and “Stockholder” shall mean either of RGGPLS or the Specified Stockholder.

“Stockholders Meeting” shall mean (i) any annual or special meeting of the stockholders of the Company or (ii) any action by written consent of the stockholders of the Company.

“Tag-Along Notice” shall have the meaning set forth in Section 4.03 below.

“Tagging Holder” shall have the meaning set forth in Section 4.03 below.

“Triggering Event” shall mean, if the Common Stock is then listed or quoted on an Applicable Exchange, the failure of the Company to constitute a “Controlled Company” for purposes of the rules and regulations of the Applicable Exchange (it being understood and agreed that if the Common Stock is not then listed or quoted on an Applicable Exchange, then a Triggering Event shall not be capable of occurring).

SECTION 1.02   Usage.  The definitions in this Article I shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  All references in

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this Agreement to Articles, Sections and Schedules shall be deemed to be references to Articles, Sections and Schedules of or to this Agreement, unless the context shall otherwise require.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, regardless of whether such phrase so appears.

ARTICLE II

Representations and Warranties

SECTION 2.01   Representations and Warranties of the Company.  The Company hereby represents and warrants to each other party as follows: (i) the Company is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, to carry out the provisions hereof and to perform its obligations hereunder; (ii) the execution, delivery and performance by the Company of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company; and (iii) this Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.

SECTION 2.02   Representations and Warranties of the Stockholders.  Each Stockholder hereby represents and warrants to each other party as follows:  (i) the execution, delivery and performance by such Stockholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; and (ii) this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against it in accordance with its terms.

SECTION 2.03   Representations and Warranties of RGGPLS.  RGGPLS hereby represents and warrants to the Specified Stockholder that the beneficial owners of its capital stock, and the shares so owned by such beneficial owners, as of the date of this Agreement are:  (i) 1,000 shares of common stock are owned by Glenn M. Parker, as Trustee under that certain unrecorded trust agreement in existence prior to the date hereof known as the Glenn M. Parker Irrevocable Family Trust; (ii) 1,000 shares of common stock are owned by Robert Gregg, as Trustee under that certain unrecorded trust agreement in existence prior to the date hereof known as the Robert Gregg Irrevocable Family Trust; and (iii) 1,000 shares of common stock are owned by Lewis P. Stone, as Trustee under that certain unrecorded trust agreement in existence prior to the date hereof known as the Lewis P. Stone Irrevocable Family Trust (collectively, the “RGGPLS Owners”).

ARTICLE III

Voting

SECTION 3.01   Agreement to Vote.  At each and every Stockholders Meeting held on or after the Effective Time, the Specified Stockholder hereby agrees (x) if any annual or special meeting of the stockholders of the Company is held, to appear at such meeting or

4

otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum, and (y) to vote or to act by written consent with respect to (or cause to be voted or acted upon by written consent), (i) all Shares for which the Specified Stockholder is the record holder or beneficial owner at the time of such vote or action by written consent and (ii) all Shares as to which the Specified Stockholder at the time of such vote or action by written consent has voting control, in each case:

(A)In favor of:

(i)All of the RGGPLS Nominees (if directors are to be elected at such Stockholders Meeting);

(ii)Any RGGPLS Matter; and/or

(iii)Any Other Matter, only if RGGPLS directs (by oral or written notice) the Specified Stockholder to vote in favor of such Other Matter; and

(B)Against:

(i)The election of any person or persons nominated in opposition to the RGGPLS Nominees (if directors are to be elected at such Stockholders Meeting);

(ii)Any matter brought before such Stockholders Meeting to be acted upon by the stockholders of the Company that is in opposition to an RGGPLS Matter; and/or

(iii)Any Other Matter, only if RGGPLS directs (by oral or written notice) the Specified Stockholder to vote against such Other Matter.

SECTION 3.02   Grant of Irrevocable Proxy.  The Specified Stockholder hereby irrevocably grants to and appoints RGGPLS (and any officer of RGGPLS or each of them individually), the Specified Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Specified Stockholder, to vote, act by written consent or grant a consent, proxy or approval in respect of such Shares with respect to such vote or action by written consent exclusively as agreed by the Specified Stockholder in this Agreement, in the event that the Specified Stockholder shall fail at any time to vote or act by written consent with respect to any of the Specified Stockholder’s Shares as agreed by the Specified Stockholder in this Agreement.  The Specified Stockholder hereby affirms that any such irrevocable proxy set forth in this Section 3.02 is given to secure the performance of obligations of the Specified Stockholder under this Agreement.  The Specified Stockholder hereby further affirms that any such proxy hereby granted shall be irrevocable and shall be deemed coupled with an interest, in accordance with Section 212(e) of the DGCL.  The Specified Stockholder agrees to execute and deliver any further powers of attorney, consents, proxies or other agreements necessary or appropriate to give effect to this Section 3.02.

SECTION 3.03   Certain Actions.  Each Stockholder agrees that it will, and will cause its subsidiaries and Affiliates to, take all action as a stockholder of the Company or as is

5

otherwise within its control as are necessary to give effect to the provisions of this Agreement and to perform, pay and satisfy all of their respective obligations and liabilities hereunder as and when due.

ARTICLE IV

Covenants

SECTION 4.01   Disposition of the Shares.  The Specified Stockholder hereby agrees that, without the prior written consent of RGGPLS, it will not, at any time after the date hereof and prior to the Release Date, (i) offer, pledge, sell, assign, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Shares or any securities convertible into or exercisable or exchangeable for Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares (whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash, property or otherwise), in each case until such time as the Specified Stockholder has sold or disposed of, to a third party that is not an Affiliate of the Specified Stockholder, all of the Excluded Shares (it being understood and agreed that for purposes of this Section 4.01 the term “Excluded Shares” shall only apply to shares of Common Stock then owned by the Specified Stockholder that constitute Excluded Shares) owned by the Specified Stockholder.

SECTION 4.02   Status of the Company.  At all times prior to the occurrence of a Triggering Event and so long as the Common Stock is listed or quoted on an Applicable Exchange, the Specified Stockholder shall publicly take the position that the Company is a “Controlled Company” within the rules and regulations of the Applicable Exchange and cause the disclosure in all statements, reports, schedules or other documents required to be filed by the Specified Stockholder with the SEC pursuant to the Exchange Act to state that the Company is a “Controlled Company” within the rules and regulations of the Applicable Exchange and the basis for such determination.  Without limiting the generality of the foregoing, if required by the rules and regulations of the Applicable Exchange in order for the Company to constitute a “Controlled Company” within the rules and regulations of such Applicable Exchange, the Specified Stockholder agrees to file a Statement on Schedule 13D with the SEC on a timely basis stating that RGGPLS and the Specified Stockholder constitute a “group” within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder with respect to the Shares (and not with respect to the Excluded Shares) if such filing and statement are required or allowed under the applicable rules of the SEC.

SECTION 4.03   Tag-Along Rights.  Subject to Section 4.01 above, if either RGGPLS or the Specified Stockholder desires to sell, transfer or dispose of, in a merger or other transaction (each, a “sale”) all (or any portion) of securities of the Company held by it, other than through a transaction pursuant to Rule 144 or an offering registered pursuant to the Securities Act, the following provisions of this Section 4.03 shall apply.  The Stockholder (either RGGPLS or the Specified Stockholder) that desires to sell securities of the Company (the “Offeror”) shall, as a condition to such sale, (i) provide a notice to the other Stockholder (the “Tagging Holder”) in writing (the “Tag-Along Notice”) of the material terms of the proposed sale at least 30 days

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prior to such sale and (ii) permit the Tagging Holder (or cause the Tagging Holder to be permitted) to sell (either to the prospective transferee of the Offeror or to another financially reputable transferee reasonably acceptable to the Tagging Holder) the same portion of the same class of its respective securities of the Company on the same terms as the sale by the Offeror, which sale shall take place on the date the Offeror’s securities (or such portion) are transferred to such transferee (or transferees).  The Tagging Holder shall have 10 days from the date of receipt of a Tag-Along Notice to exercise its right to sell pursuant to clause (ii) above by delivering written notice to the Offeror of its intent to exercise such right.  The right of the Tagging Holder to sell pursuant to the above provisions shall terminate if not exercised within such 10-day period.  If the Tagging Holder elects to exercise its right to sell pursuant to the above provisions, it shall share, on a pro rata basis, the legal, investment banking and other expenses of the Offeror incurred in connection with such transfer.

SECTION 4.04   Termination of Certain Provisions of Letter Agreement. Upon the occurrence of the Effective Time, Sections 2, 3, 4, 5 and 6 of the letter agreement between RGGPLS and the Specified Stockholder dated as of October 30, 2003, are hereby terminated and of no further force or effect.

SECTION 4.05   [INTENTIONALLY BLANK].

SECTION 4.06  Provision of Information.  The Company agrees to provide to the Specified Stockholder upon its written request the information required to be filed with the federal income tax return of the Company pursuant to Treasury Regulation Section 1.351-3, and the Company agrees to keep such information to the full extent required by Treasury Regulation Section 1.351-3(c).

ARTICLE V

Term of Agreement

SECTION 5.01   Term of Agreement.  This Agreement shall become effective upon the occurrence of the Effective Time; provided, however, that if the Merger Agreement is terminated in accordance with its terms then this Agreement shall terminate and be of no further force or effect as if this Agreement were never executed and delivered.  Unless earlier terminated as provided in the preceding sentence, this Agreement (other than Section 4.06) shall terminate: (i) with respect to the Specified Stockholder, when (A) the Specified Stockholder no longer owns any Shares or (B) the RGGPLS Owners cease to own a majority of the outstanding common stock or outstanding equity interests (as applicable) in, and a majority of the outstanding voting stock or outstanding voting equity interests (as applicable) in, RGGPLS; or (ii) upon the occurrence of the Release Date.

ARTICLE VI

Miscellaneous Provisions

SECTION 6.01   Specific Performance.  The parties hereto hereby declare that irreparable damage would occur as a result of the failure of any party hereto to perform any of its

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obligations under this Agreement in accordance with the specific terms hereof.  Therefore, all parties hereto shall have the right to specific performance of the obligations of the other parties under this Agreement and if any party hereto shall institute any action or proceeding to enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party has an adequate remedy at law.  The right to specific performance should be in addition to any other remedy to which a party hereto may be entitled at law or in equity.

SECTION 6.02   Legends.  (a)  Each certificate representing Shares (including Substituted Shares, if applicable) shall bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TERMS AND CONDITIONS (INCLUDING RESTRICTIONS ON VOTING AND TRANSFER) SET FORTH IN A STOCKHOLDERS AGREEMENT DATED AS OF MARCH 9, 2004, A COPY OF WHICH MAY BE OBTAINED FROM NATIONSHEALTH, INC.  NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF, OR BE EFFECTIVE WITH RESPECT TO, NATIONSHEALTH, INC. UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.

(b)In addition, stop transfer restrictions will be given to the Company’s transfer agent(s) with respect to the Shares.  The Company hereby agrees that it will cause stop transfer restrictions to be released with respect to any Shares that are transferred in compliance with the terms and provisions of this Agreement.  The Company further agrees that it will cause the legend described in Section 6.02(a) to be removed (x) with respect to any Shares sold or transferred in compliance with the terms and provisions of this Agreement or (y) in the event this Agreement terminates.

SECTION 6.03   Conflicts and Inconsistent Agreements.  Each of the Stockholders and the Company shall take all action necessary, including but not limited to the voting of capital stock of the Company, to ensure that the certificate of incorporation and by-laws of the Company and the certificates of incorporation and by-laws or other governing documents of the Company’s subsidiaries are consistent with, and do not conflict with, the terms of this Agreement.  Neither the Company nor any Stockholder shall enter into any agreement inconsistent with the terms of this Agreement.

SECTION 6.04   Complete Agreement.  This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the matters referred to herein and supersedes all prior agreements and understandings among the parties hereto with respect to the matters referred to herein.

SECTION 6.05   Amendment.  This Agreement may not be amended, modified or supplemented, and no waivers of or consents to departures from the provisions hereof may be given, unless consented to in writing by the Company, RGGPLS and the Specified Stockholder.

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SECTION 6.06   Successors; Assigns.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including by operation of law, by any party hereto without the prior written consent of the other parties hereto.  Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that each of RGGPLS and the Specified Stockholder (a “Converting Entity”) shall be permitted to merge with or into, consolidate with, liquidate and recontribute its assets and liabilities to, convert into, exchange its capital stock for equity interests in, or otherwise change its form or status to, in each case a limited liability company the equity interests of which are beneficially owned in the same proportion and by the same persons as the capital stock or membership interests of the Converting Entity was beneficially owned (each of such actions, a “Conversion” and, the Converting Entity as so Converted into a limited liability company, “Newco”), and, that from and after such Conversion (i) Newco shall succeed to all of the rights and obligations of its respective Converting Entity under this Agreement without the consent of or any action of any of the parties hereto or any written amendment hereto, (ii) Newco shall be entitled to enforce all of the rights, and perform all of the obligations, hereunder as if Newco was a signatory hereto and (iii) all references in this Agreement to RGGPLS or the Specified Stockholder shall be deemed references to its respective Newco.  Notwithstanding the foregoing, the obligations of the Specified Stockholder under this Agreement shall no longer apply with respect to any Shares which are sold or otherwise disposed of by the Specified Stockholder to a third party that is not an Affiliate of the Specified Stockholder, in compliance with the terms of this Agreement.

SECTION 6.07   Attorney Fees.  A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and expenses, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement.  The payment of such expenses is in addition to any other relief to which such other party may be entitled.

SECTION 6.08   Notices.  All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows (or at such other address, telephone number and fax number as a party shall notify each other party hereto):

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(i)  if to the Company before the Effective Time:

Millstream Acquisition Corporation

c/o Arthur R. Spector

435 Devon Park Drive

Building 400

Wayne, PA 19087

Attention:  Chairman, Chief Executive

Officer and President

Telecopy No.: (610) 254-4367

with a copy to:

Klehr, Harrison, Harvey, Branzburg &
Ellers LLP

260 South Broad Street, Suite 400

Philadelphia, PA  19102-5003

Attention:  Barry J. Siegel

Telecopy No.: (215) 568-6603

(ii)  if to the Company on or after the Effective Time:

NationsHealth, Inc.

13650 N.W. 8th St., Suite 109

Sunrise, FL  33325

Attention:  Glenn M. Parker M.D.,

Robert Gregg and

Lewis Stone

Telecopy No.: (954) 903-5005

with a copy to:

McDermott, Will & Emery

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention: Ira J. Coleman, Esq.

Telecopy No.:  (305) 347-6500

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(iii)  if to RGGPLS:

RGGPLS Holdings, Inc.

13650 N.W. 8th St., Suite 107

Sunrise, Florida  33325

Attention:  Glenn M. Parker M.D.,

Robert Gregg and

Lewis Stone

Telecopy No.: (954) 903-5005

with a copy to:

McDermott, Will & Emery

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention: Ira J. Coleman, Esq.

Telecopy No.: (305) 347-6500

(iv)  if to the Specified Stockholder:

GRH Holdings, L.L.C.

6701 Nob Hill Road

Tamarac, Florida  33321

Attention:  Michael Gusky

Telecopy No.:  (954) 718-3211

with a copy to:

Muller & Lebensburger

7385 Galloway Road, Suite 200

Miami, FL 33173

Attention:  Charles E. Muller II

Telecopy No.:  305-670-6769

SECTION 6.09   Interpretation.  The headings contained in this Agreement and in any Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.

SECTION 6.10   Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.

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SECTION 6.11   Severability.  If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstance.

SECTION 6.12   Governing Law.  This Agreement and all actions contemplated hereby shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of laws principles).

SECTION 6.13   Submission to Jurisdiction.  Any and all suits, legal actions or proceedings arising out of this Agreement shall be brought in the Superior Court or the Court of Chancery of the State of Delaware or the United States District Court for the District of Delaware or in the Supreme Court of the State of New York, New York County or the United States District Court for the Southern District of New York and each party hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, legal actions or proceedings. In any such suit, legal action or proceeding, each party waives personal service of any summons, compliant or other process and agrees that service thereof may be made by certified or registered mail directed to it at its address set forth in the books and records of the company.  To the fullest extent permitted by law, each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue or any such suit, legal action or proceeding in any such court and hereby further waives any claim that any suit, legal action or proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 6.14   Waiver of Jury Trial.  Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement.  Each party (i) certifies that no representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 6.14.

SECTION 6.15   No Waiver of Rights.  No failure or delay on the part of any party in the exercise of any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude other or further exercise thereof or of any other right or power.  The waiver by any party or parties hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach hereunder.  All rights and remedies existing under this Agreement are cumulative and are not exclusive of any rights or remedies otherwise available.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

MILLSTREAM ACQUISITION CORPORATION
By:	/s/ Arthur Spector
	Name:Arthur Spector
	Title:Chairman, Chief Executive Officer and President
RGGPLS HOLDING, INC.
By:	/s/ Glenn M. Parker
	Name: Glenn M. Parker
	Title: President
SPECIFIED STOCKHOLDER:
GRH HOLDINGS, L.L.C.
By: Viaura Holdings, L.L.C.
		By: Viaura, Inc.
		By:	/s/ Michael Gusky
			Name: Michael Gusky
			Title:

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EX-10.4

Exhibit 10.4

CONFORMED COPY

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 9, 2004, and amended as of June 2, 2004 (this “Agreement”), by and among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (the “Company”), RGGPLS HOLDING, INC., a Florida corporation (“RGGPLS”), GRH HOLDINGS, L.L.C., a Florida limited liability company (“GRH”), and BECTON, DICKINSON AND COMPANY, a New Jersey corporation (“BD” and, together with RGGPLS and GRH, the “Stockholders”).

WHEREAS, the Company has entered into an Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), among the Company, N Merger L.L.C., a Florida limited liability company and a wholly owned subsidiary of the Company, and NationsHealth Holdings, L.L.C., a Florida limited liability company;

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) the Company shall issue to RGGPLS, GRH and BD shares of Common Stock subject to the terms and provisions of the Merger Agreement; and

WHEREAS, the Stockholders and the Company desire to enter into this Agreement to provide the Stockholders with certain rights relating to the registration of shares of the Common Stock.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.  DEFINITIONS.  The following capitalized terms used herein have the following meanings:

“Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“Common Stock” means the common stock, par value $0.0001 per share, of the Company.

“Demand Registration” is defined in Section 2.1.1.

“Demand Suspension Event” is defined in Section 3.1.1.

“Demanding Stockholder” is defined in Section 2.1.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Existing Holders” shall mean the investor parties (other than the Company) listed on the signature pages to the Existing Registration Rights Agreement.

“Existing Registration Rights Agreement” shall mean the Registration Rights Agreement dated as of July 22, 2003, among the Company and the investor parties listed on the signature pages thereto.

“Existing Registrable Securities” shall mean the Registrable Securities (as defined in the Existing Registration Rights Agreement) owned by the Existing Holders.

“Form S-3” is defined in Section 2.3.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Maximum Number of Shares” is defined in Section 2.1.4.

“Merger” shall have the meaning assigned to such term in the Merger Agreement.

“Notices” is defined in Section 6.3.

“Piggy-Back Registration” is defined in Section 2.2.1.

“Preferred Member interests” shall have the meaning assigned to such term in the Merger Agreement.

“Register,” “registered” and “registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” mean (i) any shares of Common Stock held by any of RGGPLS, GRH or BD (or any of their respective affiliates and successors or assigns), or (ii) any other publicly traded securities of the Company that are held by any of RGGPLS, GRH or BD (or any of their respective affiliates and successors or assigns).  Registrable Securities also include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such shares of Common Stock.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Commission makes a definitive determination that the Registrable Securities are salable under Rule 144(k).

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“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Stockholder Indemnified Party” is defined in Section 4.1.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

2.  REGISTRATION RIGHTS.

2.1.  Demand Registration.

2.1.1.    Request for Registration.  At any time and from time to time on or after the Effective Time, RGGPLS or GRH (each, a “Demand Holder”) may make a written demand for registration (a “Demand Registration”) under the Securities Act of the sale of all or part of its Registrable Securities (the party making such a Demand Registration, the “Demanding Stockholder”).  Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof and shall cover securities that have an aggregate price to the public of at least $1,000,000.  The Company will notify the Stockholders other than the Demanding Stockholder of the demand, and each such other Stockholder who wishes to include all or a portion of its Registrable Securities in the Demand Registration (each such Stockholder including shares of its Registrable Securities in such registration, a “Participating Stockholder”) shall so notify the Company within fifteen (15) days after receipt of such notice.  The Company shall not be obligated (A) to effect more than (i) four (4) Demand Registrations by RGGPLS or (ii) one (1) Demand Registration by GRH, under this Section 2.1.1 in respect of Registrable Securities or (B) to effect any Demand Registration within three months after the effective date of a registration statement relating to any underwritten offering of Common Stock (including any such offering effected pursuant to a Demand Registration hereunder).

2.1.2.    Effective Registration.  A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Demanding Stockholder thereafter elects to continue the offering.

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2.1.3.    Underwritten Offering.  If the Demanding Stockholder so elects and so advises the Company as part of its written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering, and the Demanding Stockholder shall be entitled to select the managing Underwriter or Underwriters and any other Underwriters for such offering.  The Demanding Stockholder and any Participating Stockholders shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters that the Demanding Stockholder has selected for such underwriting.

2.1.4.    Reduction of Offering.  If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Stockholder in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Stockholder desires to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Stockholder and the Participating Stockholders (if any) (pro rata in accordance with the number of shares of Registrable Securities which the Demanding Stockholder and the Participating Stockholders (if any) have requested be included in such registration, regardless of the number of shares of Registrable Securities held by the Demanding Stockholder and the Participating Stockholders (if any)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock that other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

2.1.5.    Withdrawal.  If (i) the Demanding Stockholder disapproves of the terms of any underwriting, (ii) the Demanding Stockholder is not entitled to include all of its Registrable Securities in any offering, (iii) a Demand Suspension Event occurs after a Demand Request but before the Registrable Securities covered by such Demand Request are sold, transferred, exchanged or disposed in accordance with such Demand Request or (iv) if the Company has breached its obligations hereunder, then in any of such cases the Demanding Stockholder may elect to withdraw from such offering by giving written notice to the Company and the Underwriter of its request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration.  If the Demanding Stockholder withdraws from the proposed offering relating to a Demand

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Registration in accordance with the previous sentence, then (i) the Participating Stockholders shall have to further rights to include their Registrable Securities in such Demand Registration and (ii) such registration shall not count as a Demand Registration provided for in Section 2.1.1.

2.2.  Piggy-Back Registration.

2.2.1.    Piggy-Back Rights.  If at any time on or after the Effective Time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or by shareholders of the Company for their own account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to each Stockholder as soon as practicable but in no event less than forty-five (45) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to each Stockholder in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Stockholder may request in writing within fifteen (15) days following receipt of such notice (a “Piggy-Back Registration”).  The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.  If any Stockholder proposes to distribute its securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, such Stockholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.  Piggyback Registrations effected under this Section 2.2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

2.2.2.    Reduction of Offering.  If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the Stockholders in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the Stockholders, the Registrable Securities as

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to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (i) if the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities and Existing Registrable Securities as to which registration has been requested by the Stockholders under this Section 2.2 and the Existing Holders pursuant to Section 2.2 of the Existing Registration Rights Agreement (pro rata (x) with respect to Registrable Securities owned as of the Effective Time and Existing Registrable Securities owned as of the date hereof, in accordance with 80% being allocated to the Stockholders and 20% to the Existing Holders and (y) with respect to Registrable Securities acquired after the Effective Time or Existing Registrable Securities acquired after the date hereof, in accordance with the number of shares of Common Stock which such Stockholders and Existing Holders have actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to which such Stockholders and Existing Holders have the right to request such inclusion); and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which such other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares; and (ii) if the registration is a “demand” registration undertaken at the demand of persons other than the Stockholders pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Registrable Securities and Existing Registrable Securities as to which registration has been requested by the Stockholders under this Section 2.2 and the Existing Holders pursuant to Section 2.2 of the Existing Registration Rights Agreement (pro rata in accordance with the number of shares of Registrable Securities and Existing Registrable Securities held by such Stockholders and Existing Holders, respectively, regardless of the number of shares of Registrable Securities and Existing Registrable Securities with respect to which such Stockholders and Existing Holders, respectively, have the right to request such inclusion); and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which such other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.

2.2.3.    Withdrawal.  Any stockholder may elect to withdraw its request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement.  The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement.  Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by a Stockholder in connection with such Piggy-Back Registration as provided in Section 3.3.

2.3.  Registrations on Form S-3.  Each Stockholder may at any time and from time to time, without limitation as to the aggregate number of such requests, request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten

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offering.  Upon receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000.  Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

2.4.Lock-Up.  Notwithstanding anything herein to the contrary, until the expiration of the 180-day period following the Effective Time, the Stockholders shall not be permitted to sell, transfer or dispose any of the shares of Common Stock received by them pursuant to the Merger Agreement (collectively, the “Merger Securities”).  In each of the next three succeeding 180-day periods, each Stockholder may, at any time during such period, sell up to 25% of the Merger Securities originally received by it pursuant to the Merger Agreement, including by way of exercising any rights it may have pursuant to this Agreement.  The restrictions on transfer contained in this Section 2.4 shall terminate on the earlier to occur of (i) the second anniversary of the Effective Time or (ii) the consummation of a merger, consolidation, share exchange, business combination, liquidation, dissolution, recapitalization, reorganization, or other similar transaction involving the Company where the Common Stock is converted into other securities, cash or other property.

3.  REGISTRATION PROCEDURES.

3.1.  Filings; Information.  Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1.    Filing Registration Statement.  The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the period required by Section 3.1.1; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days (a “Demand Suspension Event”), and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the Stockholders a certificate signed by the

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Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided, further, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.

3.1.2.    Copies.  The Company shall, prior to filing a Registration Statement or prospectus (or any amendment or supplement thereto), furnish without charge to the Stockholders holding Registrable Securities included in such registration, and such Stockholders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the Stockholders holding Registrable Securities included in such registration, and such Stockholders’ legal counsel, may request in order to facilitate the disposition of the Registrable Securities owned by such Stockholders.

3.1.3.    Amendments and Supplements.  The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn.

3.1.4.    Notification.  After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the Stockholders holding Registrable Securities included in such Registration Statement of such filing, and shall further notify the such Stockholders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the Stockholders holding Registrable

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Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the Stockholders holding Registrable Securities included in such Registration Statement and to their legal counsel, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Stockholders and their legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which any such Stockholder and its legal counsel shall object.

3.1.5.   State Securities Laws Compliance.  The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Stockholders holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Stockholders holding Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (e) or subject itself to taxation in any such jurisdiction.

3.1.6.   Agreements for Disposition.  The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.  The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Stockholders holding Registrable Securities included in such Registration Statement.  No Stockholder holding Registrable Securities included in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Stockholder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Stockholder’s material agreements and organizational documents, and with respect to written information relating to such Stockholder that such Stockholder has furnished in writing expressly for inclusion in such Registration Statement.

3.1.7.   Cooperation.   The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8.  Records.  The Company shall make available for inspection by the Stockholders holding Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any

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attorney, any accountant or other professional retained by such Stockholders or Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.9.  Opinions and Comfort Letters.  The Company shall furnish to the Stockholders holding Registrable Securities included in such Registration Statement a signed counterpart, addressed to such Stockholders, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter.  In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to the Stockholders holding Registrable Securities included in such Registration Statement, at any time that the Stockholder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

3.1.10.   Earnings Statement.  The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11.  Listing.  The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.

3.2.  Obligation to Suspend Distribution.  Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each Stockholder holding Registrable Securities included in such Registration Statement shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Stockholder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, such Stockholder will deliver to the Company all copies, other than permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3.  Registration Expenses.  The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back

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Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) National Association of Securities Dealers, Inc.  fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration.  The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by the Stockholders.  Additionally, in an underwritten offering, all selling shareholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4.  Information.  The Stockholders shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws.

4.  INDEMNIFICATION AND CONTRIBUTION.

4.1.  Indemnification by the Company.  The Company agrees to indemnify and hold harmless each Stockholder, and each of its respective officers, employees, affiliates, directors, partners, stockholders, members, attorneys and agents, and each person, if any, who controls each Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Stockholder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Stockholder Indemnified Party for any legal and any other expenses reasonably incurred by such

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Stockholder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such Stockholder expressly for use therein.  The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

4.2.  Indemnification by the Stockholder.  Each Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action.  Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.

4.3.  Conduct of Indemnification Proceedings.  Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure.  If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume the defense thereof with counsel satisfactory to the Indemnified Party.  After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim

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or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4.  Contribution.

4.4.1.   If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.  The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2.   The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.  The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 4.4, no Stockholder shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Stockholder from the sale of Registrable Securities which gave rise to such contribution obligation.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

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5.  UNDERWRITING AND DISTRIBUTION.

5.1.  Rule 144.  The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as any Stockholder may reasonably request, all to the extent required from time to time to enable such Stockholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission.

5.2.  Restrictions on Sale by the Company and Others.  The Company agrees: (i) not to effect any public sale or distribution of any securities similar to those being registered in accordance with Section 2.1, or any securities convertible into or exchangeable or exercisable for such securities, from the date the Company receives the written demand for any Demand Registration (except as part of such Demand Registration to the extent permitted by Section 2.1.4) until permitted under any “lock-up” agreement with the Underwriter, but not more than ninety (90) days from the effective date of any registration statement filed pursuant to Section 2.1; and (ii) that any agreement entered into after the date hereof pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 under the Securities Act (except as part of any such registration, if permitted); provided, however, that the provisions of this Section 5.2 shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities and shall not prevent the issuance of securities by the Company under any employee benefit, stock option or stock subscription plans.

6.  MISCELLANEOUS.

6.1.  Other Registration Rights.  The Company represents and warrants that no person has any right to require the Company to register any shares of the Company’s capital stock (or securities convertible or exercisable into shares of the Company’s capital stock) for sale or to include shares of the Company’s capital stock (or securities convertible or exercisable into shares of the Company’s capital stock) in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person, other than pursuant to the Existing Registration Rights Agreement.

6.2.  Assignment; No Third Party Beneficiaries.  This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.  This Agreement and the rights, duties and obligations of the Stockholder hereunder may be freely assigned or delegated, in whole or in part, without the consent of the Company, by any Stockholder in conjunction with any transfer of Registrable Securities by such Stockholder.  This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors and the permitted assigns of any Stockholder or of any assignee of such Stockholder, or any entity that succeeds to substantially all of the assets and liabilities of such Stockholder.  Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that each of GRH and RGGPLS (a “Converting Entity”) shall be permitted to merge with or into, consolidate with,

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liquidate and recontribute its assets and liabilities to, convert into, exchange its capital stock for equity interests in, or otherwise change its form or status to, in each case a limited liability company the equity interests of which are beneficially owned in the same proportion and by the same persons as the capital stock or member interests of the Converting Entity was beneficially owned (each of such actions, a “Conversion” and, the Converting Entity as so Converted into a limited liability company, “Newco”), and, that from and after such Conversion (i) Newco shall succeed to all of the rights and obligations of its respective Converting Entity under this Agreement without the consent of or any action of any of the parties hereto or any written amendment hereto, (ii) Newco shall be entitled to enforce all of the rights, and perform all of the obligations, hereunder as if Newco was a signatory hereto and (iii) all references in this Agreement to GRH or RGGPLS shall be deemed references to its respective Newco.  This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.

6.3.  Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(i)  if to the Company before the Effective Time:

Millstream Acquisition Corporation

435 Devon Park Drive

Building 400

Wayne, PA 19087

Attention: President

Telecopy No.: (610) 254-9617

with a copy to:

Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 South Broad Street

Philadelphia, PA 19102

Attention: Barry J.  Siegel, Esq.

Telecopy No.: (215) 568-6603

(ii) if to the Company on or after the Effective Time:

NationsHealth, Inc.
13650 N.W. 8th St., Suite 109
Sunrise, Florida  33325

Attention:  Glenn M. Parker M.D.,

Robert Gregg and

Lewis Stone

Telecopy No.: (954) 903-5005

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with a copy to:

McDermott, Will & Emery

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention: Ira J. Coleman, Esq.

Telecopy No.:(305) 347-6500

(iii)  if to RGGPLS:

RGGPLS Holdings, Inc.

13650 N.W. 8th St., Suite 107

Sunrise, Florida  33325

Attention:  Glenn M. Parker M.D.,

Robert Gregg and

Lewis Stone

Telecopy No.: (954) 903-5005

with a copy to:

McDermott, Will & Emery

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention: Ira J. Coleman, Esq.

Telecopy No.: (305) 347-6500

(iv)  if to GRH:

GRH Holdings, L.L.C.

6701 Nob Hill Road

Tamarac, Florida  33321

Attention:  Michael Gusky

Telecopy No.: (954) 718-3211

with a copy to:

Muller & Lebensburger

7385 Galloway Road, Suite 200

Miami, FL 33173

Attention:  Charles E. Muller II

Telecopy No.:  (305) 670-6769

(v)  if to BD:

Becton, Dickinson and Company

1 Becton Drive

16

Franklin Lakes, NJ  07417

Attention:  President, BD Diabetes Care

Telecopy No.:(201) 847-5147

6.4.  Severability.  This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof.  Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

6.5.  Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

6.6.  Entire Agreement.  This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.7.  Modifications and Amendments.  No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing by such party.

6.8.  Titles and Headings.  Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.9.  Waivers and Extensions.  Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.  Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred.  Any waiver may be conditional.  No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained.  No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.10.  Remedies Cumulative.  In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, each Stockholder may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond.  None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be

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cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.11.  Governing Law.  This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within the State of Delaware, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

6.12.  Waiver of Trial by Jury.  Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.

6.13.  Effective Time.  Notwithstanding anything in this Agreement to the contrary, this Agreement shall become effective upon the Effective Time; provided, however, if the Merger Agreement is terminated in accordance with Article VIII thereof, then this Agreement shall terminate and be of no further force and effect.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

MILLSTREAM ACQUISITION CORPORATION
By:		/s/ Arthur Spector
		Name:Arthur Spector
		Title:Chairman, Chief Executive Officer and President
STOCKHOLDERS:
RGGPLS HOLDING, INC.
By:		/s/ Glenn M. Parker
		Name: Glenn M. Parker
		Title: President
GRH HOLDING, L.L.C.
By: Viaura Holdings, L.L.C.
			By: Viaura, Inc.
				By:	/s/ Michael Gusky
					Name: Michael Gusky
					Title:
BECTON, DICKINSON AND COMPANY
By:	/s/ William Marshall
	Name: William Marshall
	Title: President Diabetes Care

19

EX-10.5

Exhibit 10.5

EXECUTION COPY

INDEMNIFICATION AND ESCROW AGREEMENT, dated as of August 30, 2004 (this “Agreement”), among MILLSTREAM ACQUISITION CORPORATION (to be renamed NationsHealth, Inc. at the Effective Time), a Delaware corporation (“Parent”), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Escrow Agent (the “Escrow Agent”), RGGPLS HOLDING, INC., a Florida corporation (“RGGPLS”), and Arthur Spector (“Spector”).

WHEREAS, Parent, N Merger L.L.C., a Florida limited liability company and a wholly owned subsidiary of Parent (“Sub”), and NationsHealth Holdings, L.L.C., a Florida limited liability company (the “Company”), propose to enter into an Agreement and Plan of Merger, dated as of March 9, 2004 (as the same may be amended or supplemented, the “Merger Agreement”), providing for the merger of Sub with and into the Company (the “Merger”); and

WHEREAS, Parent, RGGPLS and Spector desire to make the covenants and agreements set forth herein.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein, the parties agree as follows:

ARTICLE I

Certain Definitions

SECTION 1.01.  Definitions.  (a) Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement.

(b) In addition, capitalized terms used herein shall have the meaning set forth in this Article I or elsewhere in this Agreement.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are not required or authorized by law or executive order to close in New York, New York.

“Common Stock” shall mean the common stock, par value $0.0001 per share, of Parent.

“Company Members” shall mean RGGPLS, GRH Holdings, L.L.C., a Florida limited liability company, and Becton, Dickinson and Company, a New Jersey corporation, and each of their respective successors and assigns.

“Effective Time” shall have the meaning assigned to such term in the Merger Agreement.

“Escrowed Amount” shall mean an amount equal to $2,000,000.

“Escrowed Funds” shall mean the Escrowed Amount, plus any interest or dividends earned on the Escrowed Amount after transfer thereof to the Escrow Agent at the Effective Time pursuant to Section 3.01.

“Losses” of any person shall mean any and all losses, damages, liabilities, claims or expenses (including reasonable attorneys’ fees) incurred by such person.

“Parent Indemnified Stockholders” shall mean the stockholders of Parent who are or were such as of the record date declared by Parent for the Parent Stockholders Meeting (other than any such stockholders of Parent who are holders of IPO Shares that have demanded that Parent convert their IPO Shares into cash pursuant to Article Fifth, paragraph B of the Parent Charter and/or Section 8.8 of the Underwriting Agreement).

“Parent Losses” shall mean Losses of Parent as determined pursuant to Section 2.02 hereof.

“Termination Date” shall mean the close of business on the first anniversary of the Effective Time.

“Trust Agreement” shall mean the Investment Management Trust Agreement, dated as of August 25, 2003, between Parent and the Escrow Agent.

ARTICLE II

Indemnification

SECTION 2.01.  Survival of Representations and Warranties and Covenants.  Solely for purposes of this Agreement, the representations and warranties of the Company contained in Article III of the Merger Agreement, and the covenants of the Company in the Merger Agreement, shall survive the Closing and shall remain in full force and effect, until the Termination Date.

SECTION 2.02.  Indemnification.  (a)  Subject to Section 2.01, Parent Losses shall be calculated as the cumulative sum of any and all Losses suffered or incurred by Parent, up to the amount of the Escrowed Amount, that arise out of:

(i)any breach of any representation or warranty of the Company that is contained in Article III of the Merger Agreement; or

(ii)the breach of any covenant of the Company that is contained in the Merger Agreement and that requires performance prior to the Closing Date.

(b)For the purposes of calculating the Parent Losses pursuant to this Section 2.02, such Parent Losses shall be net of any amount recovered by Parent under insurance policies with respect to such Parent Losses.  To the extent that Parent (or its subsidiaries) has insurance coverage in respect of any Loss, it shall use commercially reasonable efforts to claim against such insurance.

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SECTION 2.03.  Third-Party Claims.  (a)  If a claim by a third party (a “Third-Party Claim”) is made against Parent arising out of a matter which will result in a Parent Loss pursuant to Section 2.02, Parent and Spector shall promptly notify RGGPLS in writing (in reasonable detail) of such claim promptly after receipt of such claim.  The failure to promptly notify RGGPLS hereunder shall not impair the payment by the Escrow Agent of Escrowed Funds to the Parent Indemnified Stockholders pursuant to Article IV, except to the extent that RGGPLS is actually and materially prejudiced by such failure (except that Parent Losses shall not include any expenses that were incurred during the period in which Parent or Spector failed to give such notice).  Thereafter, Parent shall deliver to RGGPLS, within 5 Business Days’ time after receipt thereof, copies of all notices and documents (including court papers) received relating to such Third Party Claim.

(b)RGGPLS shall be entitled to participate in the defense of a Third-Party Claim, through its counsel, at its own expense; provided, however, that Parent shall be liable for the reasonable fees and expenses of RGGPLS’ counsel if RGGPLS reasonably determines that the defense of such Third-Party Claim will involve a conflict of interest between Parent and RGGPLS.  If RGGPLS so chooses, it may assume the defense of such Third Party Claim, and in such case Parent shall be liable for the reasonable fees and expenses of RGGPLS’ counsel.

(c)With respect to any Third Party Claim, Parent shall cooperate with RGGPLS in the defense and prosecution of such Third Party Claim, including by providing records and information that RGGPLS reasonably determines is relevant to such Third-Party Claim.  Parent shall not settle or compromise any Third-Party Claim without the prior written consent of RGGPLS.

SECTION 2.04.  Limitations on Indemnification.  Notwithstanding any other provision of this Agreement:

(a)  No Escrowed Funds shall be paid pursuant to Article IV by the Escrow Agent to the Parent Indemnified Stockholders in respect of Parent Losses (i) until the aggregate amount of Parent Losses exceeds on a cumulative basis $250,000, provided that no Loss shall be included in the calculation of the aggregate Parent Losses set forth in this clause (i) other than individual Losses in excess of $1,000, or (ii) for individual or cumulative Parent Losses in excess of the Escrowed Amount.  Notwithstanding any provision herein, no Escrowed Funds shall be paid by the Escrow Agent to the Parent Indemnified Stockholders pursuant to Article IV with respect to Parent Losses resulting from any special or punitive damages or any Losses that are not reasonably foreseeable or reasonably related to the breach giving rise to such Loss.  Parent, RGGPLS and Spector shall cooperate with each other with respect to resolving any claim or liability that may lead to Parent Losses hereunder including by making commercially reasonable efforts to mitigate or resolve any such claim or liability;

(b) Spector and Parent further acknowledge and agree that, other than (i) the representations and warranties of the Company contained in Article III of the Merger Agreement and (ii) the covenants of the Company contained in the Merger Agreement,

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there are no representations, warranties or covenants of the Company either expressed or implied with respect to the transactions contemplated by the Merger Agreement or this Agreement; and

(c) Parent and Spector further agree that the Escrowed Funds shall not be paid by the Escrow Agent to the Parent Indemnified Stockholders pursuant to Article IV in respect of any Parent Losses if the fact, matter, event or occurrence giving rise to such Parent Losses (i) was disclosed in the Merger Agreement, the Company Disclosure Letter or any other Transaction Agreement, or (ii) is reserved against or reflected in the Company Financial Statements.

SECTION 2.05.  Exclusive Remedy.  Parent’s right to receive the Escrowed Amount for distribution to the Parent Indemnified Stockholders in connection with Parent Losses calculated according to Article II constitutes Parent’s sole remedy for Losses with respect to (i) any breach of any representation or warranty of the Company contained in Article III of the Merger Agreement that survives the Closing Date, (ii) the breach of any covenant of the Company that is contained in the Merger Agreement and requires performance prior to the Closing Date, or (iii) any claim arising out of the Merger Agreement, this Agreement or the Transactions, and shall prevent the assertion by Parent of any other rights or the seeking of any remedies with respect to the Merger Agreement, this Agreement or the Transactions against RGGPLS or the other Company Members (other than with respect to a cause of action arising from fraud).  In furtherance of the foregoing, each of Spector and Parent hereby waive, from and after the Effective Time, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action with respect to the Merger Agreement, this Agreement or the Transactions, including rescinding the Merger Agreement or this Agreement, that it may have against the Company, RGGPLS or the other Company Members arising under or based upon any applicable Law or arising under or based upon common Law or otherwise (except (i) pursuant to the provisions relating to the Escrowed Funds set forth in this Agreement or (ii) with respect to a cause of action arising from fraud).

SECTION 2.06.  Termination of Indemnification.  Parent’s rights under this Agreement for any Parent Losses shall terminate upon the Termination Date; provided, however, that Parent’s rights with respect to any Parent Loss shall not terminate if a Claim has been made for such Parent Loss in accordance with the terms of Article IV on or prior to the Termination Date.

ARTICLE III

Creation of Escrow;
Investment of Escrowed Funds

SECTION 3.01.  Creation of Escrow.  Parent hereby directs the Escrow Agent, at the Effective Time, in its capacity as trustee under the Trust Agreement, to transfer to the Escrow Agent, out of the Trust Funds otherwise payable to Parent pursuant to the Trust Agreement, an amount equal to the Escrowed Amount.  The Escrow Agent hereby agrees to accept the Escrowed Amount and hold the same in escrow pursuant to

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the terms of this Agreement.  The Escrow Agent and the other parties hereto agree that all Escrowed Funds held hereunder shall be held for the account of the Parent Indemnified Stockholders for purposes of payment to the Parent Indemnified Stockholders as required under Article IV hereunder and, if not so paid, for the account of Parent to be used as Parent shall determine.

SECTION 3.02.  Investment of Escrowed Funds.  The Escrow Agent, at the written direction of RGGPLS, shall, to the extent practicable, invest and reinvest the Escrowed Amount in any of the following as may be specified in writing by RGGPLS: (i) readily marketable direct obligations of or obligations guaranteed by the United States of America maturing within one year from their respective dates of issuance, or (ii) certificates of deposit maturing within 30 days from their respective dates of issuance and issued by state or national banking institutions each of which shall have a capital and undivided surplus (as reflected in its latest publicly available financial statements) aggregating at least $50 million.

ARTICLE IV

Release of Escrowed Funds

SECTION 4.01.  Release of Escrowed Funds.  The Escrow Agent agrees not to release the Escrowed Funds to Parent except in accordance with the procedures set forth in this Article IV.

SECTION 4.02.  Payment to Parent Indemnified Stockholders.  (a) If at any time and from time to time on or prior to the Termination Date Spector discovers that Parent Losses have been suffered or incurred that would require the release of all or a portion of the Escrowed Amount, Spector shall provide written notice of such Parent Losses to the Escrow Agent on or prior to the Termination Date (such notice, a “Claim”) and deliver at the same time a copy of such Claim to RGGPLS.  The Claim shall indicate the amount of Parent Losses as calculated pursuant to Article II of this Agreement (the “Indemnity Amount”) and shall with reasonable specificity state the facts or circumstances giving rise to such Parent Losses.

(b) The Escrow Agent shall, between 11 and 15 Business Days after the date of receipt of the Claim, or as soon as practicable thereafter, transfer and deliver an amount of the Escrowed Amount equal to the Indemnity Amount to the Parent Indemnified Stockholders in accordance with Section 4.02(c), unless the Escrow Agent shall have received, within 10 Business Days after the date of the receipt of the Claim, a written objection from RGGPLS to such transfer and delivery setting forth the amount in dispute, in which case the Escrow Agent shall transfer and deliver any undisputed amount to the Parent Indemnified Stockholders in accordance with Section 4.02(c) and shall continue to hold the disputed amount until either (A) receipt of a certificate signed by Spector and RGGPLS directing the Escrow Agent to deliver an amount equal to the Indemnity Amount set forth in such certificate to the Parent Indemnified Stockholders in accordance with Section 4.02(c) or (B) receipt of a final order or judgment of a court of competent jurisdiction directing the Escrow Agent to deliver an amount equal to the

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Indemnity Amount specified therein to the Parent Indemnified Stockholders in accordance with Section 4.02(c).

(c) Subject to and in accordance with the terms of Section 4.02(b), the Escrow Agent shall pay any Indemnity Amount to each Parent Indemnified Stockholder in the proportion that the number of shares of Common Stock then held by such stockholder bears to the aggregate number of outstanding shares of Common Stock then held by the Parent Indemnified Stockholders as a whole (it being understood that the number of shares of Common Stock held by any Parent Indemnified Stockholder shall be adjusted for any stock dividend, stock split, recapitalization, combination or exchange of shares, merger or consolidation or other change or transaction by Parent occurring after the Effective Time and prior to the date of such dividend).

(d) Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that to the extent any amounts are paid to the Parent Indemnified Stockholders pursuant to this Section 4.02, such amounts shall continue to be counted as part of the cumulative sum of Parent Losses.

SECTION 4.03.  Payment to Parent at the Termination Date. Promptly after the Termination Date and upon written notice from Parent, the Escrow Agent shall transfer and deliver any Escrowed Funds that have not otherwise been paid by the Escrow Agent to the Parent Indemnified Stockholders in accordance with Section 4.02, if any, to Parent, except to the extent of a Claim having been made in accordance with Section 4.02(a) or a dispute with respect to a Claim as set forth in Section 4.02(b).  Such remaining Escrowed Funds shall not be paid to the Parent Indemnified Stockholders and shall be transferred and delivered to Parent to be used as Parent shall determine.  Parent shall deliver the written notice referred to above to the Escrow Agent after the Termination Date.

ARTICLE V

The Escrow Agent

SECTION 5.01.  General.  (a)  The Escrow Agent shall not deal with the Escrowed Funds except in accordance with (i) this Agreement, (ii) written instructions given in conformity with this Agreement or (iii) instructions agreed to in writing by Spector and RGGPLS.  The Escrow Agent shall not be bound in any way by the Merger Agreement or by any agreement or contract among RGGPLS, Spector or Parent (whether or not the Escrow Agent has knowledge thereof), it being understood that the Escrow Agent’s only duties and responsibilities shall be to invest, hold and distribute the Escrowed Funds in accordance with the terms of this Agreement.  The Escrow Agent shall not be responsible for any loss resulting from investments of the Escrowed Funds in accordance with the terms of this Agreement.  The Escrow Agent makes no representations and has no responsibility as to the validity, genuineness or sufficiency of any of the documents or instruments included in the subject matter of the escrow.  The Escrow Agent may rely and shall be protected in relying upon any resolution, certificate, opinion, request, communication, demand, receipt or other paper or document in good

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faith believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b)The Escrow Agent shall not be liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to Parent, Spector, RGGPLS or the other Company Members.  In the administration of the escrow account hereunder, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it.  The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons.

(c)Parent hereby agrees to indemnify the Escrow Agent for, and to hold it harmless against, any loss, liability or expense arising out of or in connection with this Agreement and the carrying out of its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Escrow Agent has been guilty of gross negligence or willful misconduct.  Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special or punitive damages or any damages that are not reasonably foreseeable or reasonably related to the breach giving rise to such damages even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(d)In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims, or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction.

(e)Any corporation into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent in its individual capacity may be transferred, shall be the Escrow Agent under this Agreement without further act.

SECTION 5.02.  Resignation.  The Escrow Agent or any successor Escrow Agent hereunder may resign by giving 30 days’ prior written notice of resignation to Parent, Spector and RGGPLS, and such resignation shall be effective from the date specified in such notice.  In case the office of Escrow Agent shall become vacant for any reason, Spector and RGGPLS may jointly appoint a bank or trust company having capital and undivided surplus (as reflected in its latest publicly available certified financial statements) of not less than $25 million and having an office in New York, New York, as successor Escrow Agent hereunder by an instrument or instruments in writing

7

delivered to such successor Escrow Agent, the retiring Escrow Agent, Spector and RGGPLS, whereupon such successor Escrow Agent shall succeed to all the rights and obligations of the retiring Escrow Agent as if this Agreement were originally executed by such successor Escrow Agent, and the retiring Escrow Agent shall duly transfer and deliver to such successor Escrow Agent the Escrowed Funds in the form held by it hereunder at such time.

SECTION 5.03.  Communication.  The Escrow Agent may direct all communications, notices and matters relating to the administration of the escrow account hereunder to Spector and RGGPLS.

ARTICLE VI

SECTION 6.01.  Term of Agreement.  This Agreement shall become effective upon the occurrence of the Effective Time; provided, however, that if the Merger Agreement is terminated in accordance with its terms then this Agreement shall terminate and be of no further force or effect as if this Agreement were never executed and delivered.

ARTICLE VII

Miscellaneous

SECTION 7.01.  Expenses.  Each party shall pay its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, provided, that the Escrow Agent’s fees and expenses in acting hereunder (including the reasonable fees, expenses and disbursements of its counsel), shall be paid by Parent.

SECTION 7.02.  Notices.  All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(i)  if to the Company before the Effective Time:

Millstream Acquisition Corporation

c/o Arthur Spector

435 Devon Park Drive

Building 400

Wayne, PA 14087

Attention:  Chairman, Chief Executive

Officer and President

Telecopy No.: (610) 254-4367

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with a copy to:

Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 South Broad Street, Suite 400

Philadelphia, PA  19102-5003

Attention:  Barry J. Siegel, Esq.

Telecopy No.: (215) 568-6603

(ii)  if to the Company on or after the Effective Time:

NationsHealth, Inc.

13650 N.W. 8th St., Suite 109

Sunrise, FL  33325

Attention:  Glenn M. Parker M.D.,

Robert Gregg,

Lewis Stone and

Michael Gusky

Telecopy No.: (954) 903-5005

with a copy to:

McDermott, Will & Emery

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention: Ira J. Coleman, Esq.

Telecopy No.:  (305) 347-6500

 (iii)  if to RGGPLS:

RGGPLS Holding, Inc.

13650 N.W. 8th Street, Suite 109

Sunrise, FL  33325

Attention:       Glenn M. Parker, M.D.,

Robert Gregg and

Lewis Stone

Telecopy No.:  (954) 903-5005

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with a copy to:

McDermott, Will & Emery

201 S. Biscayne Blvd., Suite 2200

Miami, FL  33131

Attention:       Ira J. Coleman, Esq.

Telecopy No.:  (305) 347-6500

(iv)  if to Spector:

Arthur Spector

435 Devon Park Drive

Building 400

Wayne, PA 14087

with a copy to:

Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 South Broad Street

Philadelphia, PA 19102

Attention:  Barry J. Siegel, Esq.

Telecopy No.:  (215) 568-6603

(v) if to the Escrow Agent:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, NY 10004

Attn:  Compliance Department

Telecopy No.:  [      ]

SECTION 7.03.  Assignability.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties.  Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that RGGPLS shall be permitted to merge with or into, consolidate with, liquidate and recontribute its assets and liabilities to, convert into, exchange its capital stock for equity interests in, or otherwise change its form or status to, in each case a limited liability company the equity interests of which are beneficially owned in the same proportion and by the same persons as the capital stock of RGGPLS was beneficially owned (each of such actions, a “Conversion” and, RGGPLS as so Converted into a limited liability company, “Newco”), and, that from and after such Conversion (i) Newco shall succeed to all of the rights and obligations of RGGPLS under this Agreement without the consent of or any action of any of the parties hereto or any written amendment hereto, (ii) Newco shall be entitled to enforce all of the rights, and perform all of the obligations, hereunder as if Newco was a signatory hereto and (iii) all references in this Agreement to RGGPLS shall be deemed references to Newco.  Any purported assignment without such consent shall be void.  Subject to the preceding

10

sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 7.04.  Entire Agreement.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, written and oral.

SECTION 7.05.  Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State.

SECTION 7.06.  Interpretation.  The article, section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

SECTION 7.07.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be a single agreement.

SECTION 7.08.  Amendment; No Waivers.  This Agreement may not be amended, waived or modified except by an instrument in writing signed by RGGPLS, Spector, Parent and the Escrow Agent.  Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement.  The failure of any party at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.  No waiver by any party of any breach of any term contained in this Agreement shall be deemed to be or construed as a further or continuing waiver of any such breach in any subsequent instance or waiver of any breach of any other term contained in this Agreement.

SECTION 7.09.  Consent to Jurisdiction.  Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any New York state court or any Federal court located in the State of New York in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement in any court other than any New York state court or any Federal court sitting in the State of New York, and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement.

SECTION 7.10.  Severability.  If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of

11

being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

SECTION 7.11.  Further Assurances.  Each of RGGPLS, Spector, and Parent agree to execute and deliver, upon the written request of any party hereto, any and all such further instruments and documents as reasonably appropriate for the purpose of obtaining the full benefits of this Agreement.

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IN WITNESS WHEREOF, the parties to this Agreement have caused chic Agreement to be duly executed as of the date first written above.

MILLSTREAM ACQUISITION CORPORATION
	by	/s/ ARTHUR SPECTOR
		Name:			Arthur Spector
		Title:			Chairman, Chief Executive Officer and President
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY,
as Escrow Agent
	by	/s/ STEVEN MELSON
		Name:			Steven Melson
		Title:	President
RGGPLS HOLDING, INC.
	by	/s/ GLENN M. PARKER
		Name:				Glenn M. Parker
		Title:		President
/s/ ARTHUR SPECTOR
Arthur Spector

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EX-10.6

Exhibit 10.6

August 27, 2004

RGGPLS Holding, Inc.

13650 N.W. 8th Street, Suite 109

Sunrise, FL 33325

Reference is made to the Amended and Restated Agreement and Plan of Merger dated as of August 10, 2004, among Parent, Sub, and the Company (the “Merger Agreement”).  Capitalized terms used herein without definitions have the meanings assigned to them in the Merger Agreement.

The parties hereto agree as follows:

1.             In the event that Parent shall, on or after the Effective Time, adopt a stock option plan, phantom stock plan or other equity based compensation plan, for the benefit of the employees of the Company or other key individuals (in addition to that certain Stock Option Plan referenced in the Definitive Proxy Statement on Schedule 14A of Parent) (the “Incentive Plan”) and covering or determined with reference to such number of shares of Parent Common Stock not in excess of the amount such that, if such stock were treated as not outstanding, RGGPLS Holding, Inc. (“RGGPLS”), GRH Holdings, LLC (“GRH”), and Becton, Dickinson and Company (“BD”) would continue to collectively own at least eighty percent (80%) of the Parent Common Stock (measured as of the Effective Time), then after written notice by Parent of such adoption (i) GRH shall irrevocably surrender to Parent or to a person designated by Parent (Parent or such person designated by Parent, the “Custodian”) a number of shares of Parent Common Stock that it received as part of the Merger Consideration that shall equal twelve percent (12%) of such Parent Common Stock received by GRH, and (ii) RGGPLS shall irrevocably surrender to Custodian a number of shares of Parent Common Stock that it received as part of the Merger Consideration that shall equal the excess of (A) eight and four-tenths percent (8.4%) of the Parent Common Stock that was received in aggregate by RGGPLS, GRH, and BD as part of the Merger Consideration less (B) the number of shares of Parent Common Stock required to be transferred by GRH pursuant to the immediately preceding clause (i), less (C) the number of shares of Parent Common Stock required to be transferred by BD, if any, in connection with the Incentive Plan.  Upon such surrender to the Custodian, such shares of Parent Common Stock shall be held and administered by the Custodian to fund the Company’s obligations under the Incentive Plan or the general operating needs of the Company, or such shares may be delivered by the Custodian to Parent to be cancelled or held in treasury by Parent.  The parties acknowledge that the Custodian may be required to act at the direction of RGGPLS, its officers, or any other person designated by Parent.  GRH’s and RGGPLS’s obligations hereunder are subject (i) to RGGPLS’s certification that the Company will adopt an Incentive Plan as contemplated by this letter, and (ii) the receipt by each of RGGPLS and GRH (each, an “indemnitee”) of a valid, enforceable (except as such enforceability may be limited by the Securities and Exchange Commission or by a court of competent

jurisdiction) undertaking by Parent to indemnify such indemnitee against any losses incurred by such indemnitee in the event that the surrender of shares by such indemnitee as contemplated hereunder violates any registration requirement of a federal, state or foreign securities law, provided that the obligations of RGGPLS or GRH hereunder shall not be subject to this clause (ii) unless such indemnitee provides customary representations and warranties and covenants to Parent as are reasonably satisfactory to Parent that such indemnitee (and its members and affiliates) has not undertaken and will not undertake any act or omission which could cause a violation of such securities registration requirements (other than the surrender of shares contemplated hereunder).  Each of RGGPLS and GRH covenants and agrees that it shall not sell, assign, transfer or dispose of, directly or indirectly, an amount of shares of Parent Common Stock received by it as part of the Merger Consideration such that it would not be able to comply with the terms and conditions of this paragraph (1).

2.             Each of RGGPLS and GRH acknowledge and agree that RGGPLS, as controlling shareholder of Parent, shall cause Parent to (a) to the extent not prohibited under the securities laws, the Certificate of Incorporation, By-Laws, or other constitutional documents of Parent, to pay to RGGPLS and GRH all reasonable costs incurred by RGGPLS and GRH in connection with the preparation of the undertaking described in the last clause (ii) of paragraph (1) hereof and costs that are necessary to effect the transfer of title of Parent Common Stock to the Custodian contemplated in paragraph (1) hereof; and (b) arrange for Parent’s counsel (at Parent’s expense) to prepare (i) the initial Statement on Schedule 13D for each of RGGPLS and GRH, (ii) the initial Form 3 filing for each of RGGPLS, the directors of Parent designated by RGGPLS, and GRH, and their respective controlling persons, and (iii) any amendment thereto or Form 4 filings required solely by reason of any surrender of shares required by paragraph (1) hereof; in each of case (i), (ii) and (iii) that will be required under Section 13 or Section 16, as applicable, of the Securities Exchange Act of 1934 after the Effective Time.  Parent’s obligation to pay costs of any party under this paragraph (2) are subject (in the case of paragraph 2(a)) to the Parent’s receipt of documentation reasonably acceptable to it that such expenses were actually incurred.

3.             Each of RGGPLS and GRH acknowledge and agree that the covenants and agreements contained herein shall be binding upon its respective Newco, if applicable.

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.

If you are in agreement with the foregoing, please sign and return a copy of this letter to the undersigned.

					Very truly yours,
					RGGPLS HOLDING, INC.
					By:		/s/ Glenn M. Parker
						Name: Glenn M. Parker
						Title: President
Acknowledged and agreed to as of the date first written above:
GRH HOLDINGS, LLC
By:	Viaura Holdings, Ltd.
	its managing member
	By:	Viaura, Inc.,
		its general partner
		By:		/s/ Michael Gusky
			Name: Michael Gusky