POSASR

As filed with the Securities and Exchange Commission on November 30, 2010

Registration No. 333-166710

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective

AMENDMENT NO. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OMNICARE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	16-0363470
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1600 RiverCenter II

100 East RiverCenter Boulevard

Covington, Kentucky 41011

(859) 392-3300

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

John L. Workman

Executive Vice President and Chief Financial Officer

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

(859) 392-3300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Morton A. Pierce, Esq.

Michelle B. Rutta, Esq.

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 259-8000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be registered/Proposed maximum offering price per unit/ Proposed maximum aggregate offering price (1)	Amount of registration fee (2)
Debt Securities
Guarantees of Debt Securities (3)
Common Stock, $1.00 par value
Preferred Stock, no par value per share
Warrants

(1) An indeterminate amount of securities is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities.

(2) In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the entire registration fee.

(3) Guarantees of the payment of principal and interest on the Debt Securities may be provided by the subsidiaries of the registrant. No separate consideration will be received for such guarantees and, pursuant to Rule 457(n) of the Securities Act of 1933, no separate registration fee is payable for such guarantees.

TABLE OF ADDITIONAL REGISTRANTS

Company	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
3096479 Delaware Company LLC	Delaware	26-2055448
Accu-Med Services of Washington LLC	Delaware	20-366592
Accu-Med Services, LLC	Delaware	31-1482519
Accumed, Inc.	New Hampshire	02-0449693
Advanced Care Scripts, Inc	Florida	43-2080503
Alacritas Biopharma, Inc.	California	77-0500467
Ambler Acquisition Company LLC	Delaware	20-0503558
AMC-New York, Inc.	Delaware	36-4091917
AMC-Tennessee, Inc.	Delaware	62-1696813
APS Acquisition LLC	Delaware	61-1401116

2

APS Pharmacy Services, Inc.	Pennsylvania	23-3012467
Arlington Acquisition I, Inc.	Delaware	33-1076602
ASCO Healthcare of New England, Limited Partnership	Maryland	23-2763886
ASCO Healthcare of New England, LLC	Maryland	23-2762311
ASCO Healthcare, LLC	Maryland	52-0816305
Bach’s Pharmacy Services, LLC	Delaware	61-1346690
Badger Acquisition LLC	Delaware	52-2119866
Badger Acquisition of Brooksville LLC	Delaware	52-2119870
Badger Acquisition of Kentucky LLC	Delaware	52-2119911
Badger Acquisition of Minnesota LLC	Delaware	52-2119871
Badger Acquisition of Ohio LLC	Delaware	52-2119875
Badger Acquisition of Orlando LLC	Delaware	52-2119876
Badger Acquisition of Tampa LLC	Delaware	52-2119893
Badger Acquisition of Texas LLC	Delaware	52-2119915
Best Care HHC Acquisition Company LLC	Delaware	20-8402125
Best Care LTC Acquisition Company LLC	Delaware	20-8401946
Bio-Pharm International, Inc.	Delaware	23-2794725
BPNY Acquisition Corp.	Delaware	31-1563804
BPTX Acquisition Corp.	Delaware	31-1563806
Campo’s Medical Pharmacy, Inc.	Louisiana	72-1039948
Capitol Home Infusion, Inc.	Virginia	54-1744833
Care Card, Inc.	Maryland	52-1922239
Care Pharmaceutical Services, LP	Delaware	31-1399042
Care4 LP	Delaware	22-3245022
CCRx Holdings, Inc.	Delaware	20-2032406
CCRx of Florida Holdings, Inc.	Delaware	26-4373416
CCRx of Florida, LLC	Delaware	26-4373547
CCRx of Illinois Holdings, Inc.	Delaware	26-1491911
CCRx of Illinois, LLC	Delaware	26-1491978
CCRx of New York Holdings, Inc.	Delaware	20-4174180
CCRx of New York, LLC	Delaware	71-0998742
CCRx of North Carolina Holdings, Inc.	Delaware	20-5864517
CCRx of North Carolina, Inc.	Delaware	20-5964894
CHP Acquisition Corp.	Delaware	31-1399042
CIC Services LLC	Delaware	20-5858968
CIP Acquisition Corp.	Delaware	31-1486402
Clinimetrics Research Associates, Inc.	California	77-0272046
Compass Health Services, LLC	West Virginia	55-0730048
Compscript - Boca, LLC	Florida	65-0286244
Compscript - Mobile, Inc.	Delaware	59-3248505
CompScript, LLC	Florida	65-0566539

3

Concord Pharmacy Services, Inc.	Pennsylvania	23-2710523
Continuing Care Rx, Inc.	Pennsylvania	23-2952534
CP Acquisition Corp.	Oklahoma	61-1317566
CP Services LLC	Delaware	20-5858893
CTLP Acquisition LLC	Delaware	61-1318902
D & R Pharmaceutical Services, LLC	Kentucky	61-0955886
Delco Apothecary, Inc.	Pennsylvania	23-2350209
Dixon Pharmacy LLC	Illinois	36-2825587
DP Services LLC	Delaware	20-5859021
Encare of Massachusetts, LLC	Delaware	22-3398803
Enloe Drugs LLC	Delaware	23-1362346
Euro Bio-Pharm Clinical Services, Inc.	Delaware	23-2770328
Evergreen Pharmaceutical of California, Inc.	California	61-1321151
Evergreen Pharmaceutical, LLC	Washington	91-0883397
excelleRx, Inc.	Delaware	23-3068914
Geneva Sub, Inc.	Delaware	01-0736704
Hardardt Group, Inc., The	Delaware	22-3470357
Highland Wholesale, LLC	Ohio	32-0006739
HMIS, Inc.	Delaware	36-4124072
Home Care Pharmacy, LLC	Delaware	31-1255845
Home Pharmacy Services, LLC	Missouri	37-0978331
Horizon Medical Equipment and Supply, Inc.	West Virginia	55-073788
Hytree Pharmacy, Inc.	Ohio	34-1090853
In-House Pharmacies, Inc.	California	33-0531266
Institutional Health Care Services, LLC	New Jersey	22-2750964
Interlock Pharmacy Systems, LLC	Missouri	43-0951332
JHC Acquisition LLC	Delaware	31-1494762
Langsam Health Services, LLC	Delaware	73-1391198
LCPS Acquisition, LLC	Delaware	61-1347084
Lobos Acquisition LLC	Delaware	86-1068024
Lobos Acquisition of Arizona, Inc.	Delaware	45-0518718
Lo-Med Prescription Services, LLC	Ohio	34-1396063
LPA Acquisition Company, LLC	Delaware	06-1695541
LPI Acquisition Corp.	Delaware	31-1501535
Main Street Pharmacy LLC	Maryland	52-1925761
Managed Healthcare, Inc.	Delaware	31-1450845
Management & Network Services, Inc.	Ohio	34-1819691
Med World Acquisition Corp.	Delaware	61-1322120
Medical Arts Health Care, Inc.	Georgia	58-1640672
Medical Services Consortium, Inc.	Florida	65-0357177
Medical Services Group, LLC	Maryland	52-1404049

4

MHHP Acquisition Company LLC	Delaware	20-0619598
MOSI Acquisition Corp.	Delaware	31-1528353
National Care for Seniors LLC	Ohio	34-1972917
NCIA Acquisition Company, LLC	Delaware	26-3094009
NCS Healthcare of Arizona, Inc.	Ohio	31-1573958
NCS Healthcare of Arkansas, Inc.	Ohio	31-1490517
NCS Healthcare of Connecticut, Inc.	Connecticut	06-1330453
NCS Healthcare of Florida, Inc.	Ohio	34-1843258
NCS Healthcare of Illinois, LLC	Illinois	37-1354510
NCS Healthcare of Indiana LLC	Delaware	35-1954599
NCS Healthcare of Indiana, Inc.	Indiana	34-1958652
NCS Healthcare of Iowa, LLC	Ohio	31-1509013
NCS Healthcare of Kansas, LLC	Ohio	34-1839712
NCS Healthcare of Kentucky, Inc.	Ohio	31-1521217
NCS Healthcare of Maryland, LLC	Ohio	31-1496240
NCS Healthcare of Massachusetts, Inc.	Ohio	31-1571275
NCS Healthcare of Michigan, Inc.	Ohio	34-1777940
NCS Healthcare of Minnesota, Inc.	Ohio	34-1866489
NCS Healthcare of Missouri, Inc.	Ohio	34-1855274
NCS Healthcare of Montana, Inc.	Ohio	34-1851710
NCS Healthcare of New Hampshire, Inc.	New Hampshire	02-0468190
NCS Healthcare of New Jersey, Inc.	New Jersey	22-3395391
NCS Healthcare of New Mexico, Inc.	Ohio	34-1866493
NCS Healthcare of North Carolina, Inc.	North Carolina	56-1889643
NCS Healthcare of Ohio, LLC	Ohio	31-1257307
NCS Healthcare of Oklahoma, Inc.	Oklahoma	73-1499934
NCS Healthcare of Oregon, Inc.	Ohio	34-1836971
NCS Healthcare of Pennsylvania, Inc.	Pennsylvania	23-2679334
NCS Healthcare of Rhode Island, LLC.	Rhode Island	05-0429829
NCS Healthcare of South Carolina, Inc.	Ohio	31-1508225
NCS Healthcare of Tennessee, Inc.	Ohio	34-1866494
NCS Healthcare of Texas, Inc.	Ohio	34-1866494
NCS Healthcare of Vermont, Inc.	Ohio	31-1526078
NCS Healthcare of Washington, Inc.	Ohio	34-1844193
NCS Healthcare of Wisconsin, LLC	Ohio	34-1866497
NCS Healthcare, LLC	Delaware	34-1816187
NCS of Illinois, Inc.	Ohio	34-1959046
NCS Services, Inc.	Ohio	34-1837567
NeighborCare - Infusion Services, Inc.	Delaware	52-1703628
NeighborCare - ORCA, LLC	Oregon	93-0860559
NeighborCare Holdings, Inc.	Delaware	23-2555703

5

NeighborCare Home Medical Equipment, LLC	Pennsylvania	23-2464608
NeighborCare of California, Inc.	California	20-0092119
NeighborCare of Indiana, LLC	Indiana	95-4482026
NeighborCare of Maryland, LLC	Maryland	20-0791118
NeighborCare of Northern California, Inc.	California	95-4480815
NeighborCare of Ohio, LLC	Ohio	20-0062112
NeighborCare of Oklahoma, Inc.	Oklahoma	36-4184119
NeighborCare of Virginia, LLC	Virginia	95-4480544
NeighborCare of Wisconsin, LLC	Wisconsin	39-1772439
NeighborCare Pharmacies, LLC	Maryland	52-1465507
NeighborCare Pharmacy Services, Inc.	Delaware	23-2963282
NeighborCare Repackaging, Inc	Maryland	20-1128397
NeighborCare Services Corporation	Delaware	23-2585556
NeighborCare, Inc.,	Pennsylvania	06-1132947
NeighborCare-Medisco, Inc.	California	33-0308096
NGC Acquisition Company LLC	Delaware	52-2406472
Nihan & Martin LLC	Delaware	36-4004491
NIV Acquisition LLC	Delaware	31-1501415
North Shore Pharmacy Services, LLC	Delaware	31-1428484
OCR-RA Acquisition, LLC	Delaware	31-1442830
Omnibill Services LLC	Delaware	61-1365732
Omnicare Canadian Holdings, Inc.	Delaware	20-2013167
Omnicare Clinical Research, Inc.	Delaware	52-1670189
Omnicare Clinical Research, LLC	Delaware	14-1723594
Omnicare CR Inc.	Delaware	61-1395349
Omnicare Distribution Center, LLC	Delaware	61-1389057
Omnicare ESC LLC	Delaware	20-5859052
Omnicare Extended Pharma Services, LLC	Delaware	05-0523710
Omnicare Headquarters LLC	Delaware	76-0720510
Omnicare Holding Company	Delaware	31-1262386
Omnicare Indiana Partnership Holding Company, LLC	Delaware	16-1653107
Omnicare Management Company	Delaware	31-1256520
Omnicare of Nevada LLC	Delaware	20-0888517
Omnicare of New York, LLC	Delaware	95-4450977
Omnicare Pennsylvania Med Supply, LLC	Delaware	61-1347895
Omnicare Pharmacies of Maine Holding Company	Delaware	61-1365280
Omnicare Pharmacies of Pennsylvania East, LLC	Delaware	61-1347894
Omnicare Pharmacies of Pennsylvania West, LLC	Pennsylvania	25-1213193
Omnicare Pharmacies of the Great Plains Holding Company	Delaware	61-1386242

6

Omnicare Pharmacy and Supply Services, LLC	South Dakota	41-1730324
Omnicare Pharmacy of Colorado LLC	Delaware	63-1347085
Omnicare Pharmacy of Florida, LP	Delaware	76-0716528
Omnicare Pharmacy of Indiana, LLC	Delaware	76-0716552
Omnicare Pharmacy of Maine LLC	Delaware	61-1339662
Omnicare Pharmacy of Nebraska LLC	Delaware	61-1386244
Omnicare Pharmacy of North Carolina, LLC	Delaware	76-0716543
Omnicare Pharmacy of Pueblo, LLC	Delaware	67-0716546
Omnicare Pharmacy of South Dakota LLC	Delaware	61-1386243
Omnicare Pharmacy of Tennessee LLC	Delaware	61-1347088
Omnicare Pharmacy of Texas 1, LP	Delaware	76-0716554
Omnicare Pharmacy of Texas 2, LP	Delaware	11-3657397
Omnicare Pharmacy of the Midwest, LLC	Delaware	31-1374275
Omnicare Property Management, LLC	Delaware	27-1403681
Omnicare Purchasing Company General Partner, Inc.	Delaware	61-1401040
Omnicare Purchasing Company Limited Partner, Inc.	Delaware	61-1401038
Omnicare Purchasing Company LP	Delaware	61-1401039
Omnicare Respiratory Services, LLC	Delaware	03-0465903
PBM Plus Mail Service Pharmacy, LLC	Delaware	20-2373204
PBM-Plus, Inc.	Wisconsin	39-1789830
PCI Acquisition, LLC	Delaware	61-1347890
Pharmacon Corp.	New York	13-3498399
Pharmacy Associates of Glens Falls	New York	14-1554120
Pharmacy Consultants, Inc.	South Carolina	51-0640737
Pharmacy Holding #1, LLC	Delaware	76-0716538
Pharmacy Holding #2, LLC	Delaware	76-0716536
Pharmasource Healthcare, Inc.	Georgia	58-2066823
Pharm-Corp of Maine LLC	Delaware	61-1339663
Pharmed Holdings, Inc	Delaware	36-4060882
PMRP Acquisition Company, LLC	Delaware	26-3418908
PP Acquisition Company, LLC	Delaware	20-2394950
PPS Acquisition Company, LLC	Delaware	20-2464363
PRN Pharmaceutical Services, LP	Delaware	35-1855784
Professional Pharmacy Services, Inc.	Maryland	23-2847488
PSI Arkansas Acquisition LLC	Delaware	20-5810731
Rescot Systems Group, Inc.	Pennsylvania	23-2589308
Roeschen’s Healthcare, LLC	Wisconsin	39-1084787
Royal Care of Michigan LLC	Delaware	38-3529444
RXC Acquisition Company	Delaware	20-3113620
SHC Acquisition Co. LLC	Delaware	61-1346763

7

Shore Pharmaceutical Providers, Inc.	Delaware	31-1425144
Southside Apothecary, Inc.	New York	61-1340804
Specialized Home Infusion of Michigan LLC	Delaware	38-3529442
Specialized Patient Care Services, Inc.	Alabama	66-1159534
Specialized Pharmacy Services, LLC	Michigan	38-2143132
Sterling Healthcare Services, Inc.	Delaware	36-4031863
Suburban Medical Services, LLC	Pennsylvania	23-2014806
Superior Care Pharmacy, Inc	Delaware	31-1543728
SWISH, Inc.	Delaware	52-2005933
TCPI Acquisition Corp.	Delaware	31-1508476
The Medicine Centre, LLC	Connecticut	06-1530703
The Tidewater Healthcare Shared Services Group, Inc.,	Pennsylvania	22-2739587
THG Acquisition Corp.	Delaware	31-1567102
Three Forks Apothecary, Inc.	Kentucky	61-0995656
UC Acquisition Corp.	Delaware	31-141494
Uni-Care Health Services of Maine, Inc.	New Hampshire	02-0468192
Value Health Care Services, LLC	Delaware	31-1485530
Value Pharmacy, Inc.	Massachusetts	04-2894741
VAPS Acquisition Company, LLC	Delaware	20-4849023
Vital Care Infusions, Inc.	New York	61-1336267
Weber Medical Systems LLC	Delaware	31-1409572
Westhaven Services Co., LLC	Ohio	34-1151322
Williamson Drug Company, Incorporated	Virginia	54-0590067
Winslow’s Pharmacy	New Jersey	21-0692005
ZS Acquisition Company LLC	Delaware	20-4763592

* All Registrants have the following principal executive offices:

Omnicare, Inc.

1600 RiverCenter II

100 East RiverCenter Boulevard

Covington, Kentucky 41011

(859) 392-3300

8

EXPLANATORY NOTE

This Post–Effective Amendment No. 1 to the Registration Statement on Form S–3 (Registration No. 333–166710-221) is being filed for the purposes of (i) updating the list of Co-Registrants to add registrants so that the list accurately reflects those of our subsidiaries that may serve as guarantors of some or all of our debt securities offered by any prospectus supplement and (ii) filing additional exhibits to the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses relating to the registration of the securities registered hereby will be borne by the Registrant. Such expenses are estimated to be as follows:

SEC Registration Fee	$	*
Accounting fees and expenses		50,000
Legal fees and expenses		50,000
Printing and engraving expenses		20,000
Rating agencies’ fees		200,000
Trustee’s and registrar’s fees and expenses		50,000
Miscellaneous expenses		5,000
Total:	$	375,000

* Deferred in reliance upon Rule 456(b) and 457(r).

Item 15. Indemnification of Directors and Officers

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the Restated Certificate of Incorporation of Omnicare, Inc. (as amended) (the “Restated Certificate of Incorporation”).

Under Section 105 of Delaware General Corporation Law (the “DGCL”), a corporation may eliminate or limit the personal liability of its directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director (i) breached his duty of loyalty to the corporation or its stockholders, (ii) failed to act in good faith or where the director engaged in intentional misconduct or a knowing violation of the law, (iii) authorized the payment of an unlawful dividend or an unlawful stock repurchase or redemption, or (iv) derived an improper personal benefit.

Under Section 145 of the DGCL, a corporation may indemnify a director, officer, employee or agent of the corporation (or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation (or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees) actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

The Restated Certificate of Incorporation of Omnicare, Inc. provides that a director of Omnicare, Inc. will not be liable to Omnicare, Inc. or its stockholders for monetary damages for breach of fiduciary duty as a director, to the full extent permitted by the DGCL, as amended or interpreted from time to time.

In addition, the Restated Certificate of Incorporation of Omnicare, Inc. states that Omnicare, Inc. shall, to the full extent permitted by the DGCL, as amended or interpreted from time to time, indemnify all directors, officers and employees whom it may indemnify pursuant thereto and, in addition, Omnicare, Inc. may, to the extent permitted by the DGCL, indemnify agents of Omnicare, Inc. or other persons.

The Company maintains a director and officer liability insurance policy for the benefit of its directors and certain officers covering certain liabilities that may be incurred in the performance of these duties, which may include liability or related losses under the Securities Act or the Securities Exchange Act of 1934, as amended.

The organizational documents and applicable state laws provide similar indemnification for the officers and directors of certain of the Subsidiary Guarantors.

Item 16. Exhibits

The Exhibits to this Registration Statement are listed in the Exhibit Index.

Item 17. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the

II-2

first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.

(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each Registrant pursuant to the foregoing provisions, or otherwise, each Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of a Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)2 of the Act.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on the 30th day of November, 2010.

OMNICARE, INC.
By:	/S/    JOHN L. WORKMAN
Name:	John L. Workman
Title:	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
*		Director and Chairman of the Board	November 30, 2010
(John T. Crotty)
*		Director, Interim President and Chief Executive Officer (Principal Executive Officer)	November 30, 2010
(James D. Shelton)
/S/    JOHN L. WORKMAN		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 30, 2010
(John L. Workman)
*		Director	November 30, 2010
(Steven J. Heyer)
*		Director	November 30 , 2010
(Andrea R. Lindell, Ph.D., RN)
*		Director	November 30, 2010
(John H. Timoney)
*		Director	November 30, 2010
(Amy Wallman)
*By:	/S/    JOHN L. WORKMAN
Name:	John L. Workman
	Attorney-in-fact

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 3096479 Delaware Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

3096479 DELAWARE COMPANY, LLC.
By: Sole Member:
OMNICARE CANADIAN HOLDINGS, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Accumed, Inc., Care Card, Inc., Concord Pharmacy Services, Inc., Delco Apothecary, Inc., Geneva Sub, Inc and Horizon Medical Equipment and Supply, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ACCUMED, INC.
CARE CARD, INC.
CONCORD PHARMACY SERVICES, INC.
DELCO APOTHECARY, INC.
GENEVA SUB, INC.
HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Advanced Care Scripts, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ADVANCED CARE SCRIPTS, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	President, Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Alacritas Biopharma, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ALACRITAS BIOPHARMA, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	President , Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, AMC-New York, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

AMC-NEW YORK, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	President, Director	November 30, 2010
Regis T. Robbins

/S/    PATRICIA METCALFE	Director	November 30, 2010
Patricia Metcalfe
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, AMC-Tennessee, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

AMC-TENNESSEE, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    JULIE FRAZIER	President	November 30, 2010
Julie Frazier

/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, APS Acquisition ,LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

APS ACQUISITION, LLC.
By:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Arlington Acquisition I, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ARLINGTON ACQUISITION I, INC.
By:	/S/    REGIS T. ROBBINS
	Regis T. Robbins
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    REGIS T. ROBBINS	President, Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    MICHAEL WOOD	Director	November 30, 2010
Michael Wood

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Bio-Pharm International, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

BIO-PHARM INTERNATIONAL, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES M. PUSEY	President, Director	November 30, 2010
James M. Pusey
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of BPNY Acquisition Corp. and BPTX Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

BPNY ACQUISITION CORP.
BPTX ACQUISITION CORP.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Campo’s Medical Pharmacy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CAMPO’S MEDICAL PHARMACY, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    DAVID WEST	President	November 30, 2010
David West
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Capitol Home Infusion, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CAPITOL HOME INFUSION, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Care Pharmaceutical Services, LP and PRN Pharmaceutical Services, LP has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on the 30th day of November 2010.

CARE PHARMACEUTICAL SERVICES, LP
PRN PHARMACEUTICAL SERVICES, LP
By:	General Partner:
OMNICARE INDIANA PARTNERSHIP HOLDING COMPANY, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    JEFFREY M. STAMPS	Manager	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    JOHN L. WORKMAN	Manager	November 30, 2010
John L. Workman

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CHP Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CHP ACQUISITION CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    PAT DOWNING	President	November 30, 2010
Pat Downing
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CIP Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CIP ACQUISITION CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    HAL HENDERSON	President	November 30, 2010
Hal Henderson
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    DAVID WEST	Director	November 30, 2010
David West

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Clinimetrics Research Associates, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CLINIMETRICS RESEARCH ASSOCIATES, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    JAMES M. PUSEY	President, Director	November 30, 2010
James M. Pusey
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Compscript - Mobile, Inc certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

COMPSCRIPT - MOBILE, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    DAVID WEST	President	November 30, 2010
David West
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CP Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CP ACQUISITION CORP.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Euro Bio-Pharm Clinical Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

EURO BIO-PHARM CLINICAL SERVICES, INC.
By:	/S/    TRACY FINN
	Tracy Finn President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    JAMES M. PUSEY	Director	November 30, 2010
James M. Pusey

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Evergreen Pharmaceutical of California, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    MICHAEL WOOD	President, Director	November 30, 2010
Michael Wood
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, excelleRx, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

EXCELLERX, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    GARY W. KADLEC	President	November 30, 2010
Gary W. Kadlec
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, HMIS, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

HMIS, INC.
By:	/S/    TRACY FINN
	Tracy Finn President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Hytree Pharmacy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

HYTREE PHARMACY, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    ROLF SCHRADER	President	November 30, 2010
Rolf Schrader
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, In-House Pharmacies, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

IN-HOUSE PHARMACIES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    MICHAEL WOOD	President, Director	November 30, 2010
Michael Wood
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Lobos Acquisition of Arizona, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

LOBOS ACQUISITION OF ARIZONA, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, LPI Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

LPI ACQUISITION CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    A. SAMUEL ENLOE	President	November 30, 2010
A. Samuel Enloe
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Managed Healthcare, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MANAGED HEALTHCARE, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    SARA FREEMAN	President	November 30, 2010
Sara Freeman
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Management & Network Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MANAGEMENT & NETWORK SERVICES, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Medical Arts Health Care, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MEDICAL ARTS HEALTH CARE, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    HAL HENDERSON	President	November 30, 2010
Hal Henderson
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    DAVID WEST	Director	November 30, 2010
David West

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Medical Services Consortium, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MEDICAL SERVICES CONSORTIUM, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    DAVID WEST	President	November 30, 2010
David West
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Med World Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MED WORLD ACQUISITION CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    MICHAEL ROSENBLUM	President	November 30, 2010
Michael Rosenblum
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, MOSI Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MOSI ACQUISITION CORP.
By:	/S/    REGIS T. ROBBINS
	Regis T. Robbins
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    REGIS T. ROBBINS	President, Director	November 30, 2010
Regis T. Robbins

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of NCS Healthcare of Arizona, Inc., NCS Healthcare of Arkansas, Inc., NCS Healthcare of Connecticut, Inc., NCS Healthcare of Florida, Inc., NCS Healthcare of Indiana, Inc., NCS Healthcare of Massachusetts, Inc., NCS Healthcare of Michigan, Inc., NCS Healthcare of Minnesota, Inc., NCS Healthcare of Missouri, Inc., NCS Healthcare of Montana, Inc.and NCS Healthcare of New Hampshire, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NCS HEALTHCARE OF ARIZONA, INC.
NCS HEALTHCARE OF ARKANSAS, INC.
NCS HEALTHCARE OF CONNECTICUT, INC.
NCS HEALTHCARE OF FLORIDA, INC.
NCS HEALTHCARE OF INDIANA, INC.
NCS HEALTHCARE OF MASSACHUSETTS, INC.
NCS HEALTHCARE OF MICHIGAN, INC.
NCS HEALTHCARE OF MINNESOTA, INC.
NCS HEALTHCARE OF MISSOURI, INC.
NCS HEALTHCARE OF MONTANA, INC.
NCS HEALTHCARE OF NEW HAMPSHIRE, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of NCS Healthcare of Illinois, LLC, NCS Healthcare of Iowa, LLC., NCS Healthcare of Kansas, LLC., NCS Healthcare of Maryland, LLC., NCS Healthcare of Ohio, LLC., NCS Healthcare of Rhode Island, LLC., and NCS Healthcare of Wisconsin, LLC., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NCS HEALTHCARE OF ILLINOIS, LLC.
NCS HEALTHCARE OF IOWA, LLC.
NCS HEALTHCARE OF KANSAS, LLC.
NCS HEALTHCARE OF MARYLAND, LLC.
NCS HEALTHCARE OF OHIO, LLC.
NCS HEALTHCARE OF RHODE ISLAND, LLC.
NCS HEALTHCARE OF WISCONSIN, LLC.
By:	Sole Member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of NCS Healthcare of Kentucky, Inc. and NCS Healthcare of Washington, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NCS HEALTHCARE OF KENTUCKY, INC.
NCS HEALTHCARE OF WASHINGTON, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini

/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director, Treasurer	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of NCS Healthcare of New Jersey, Inc., NCS Healthcare of New Mexico, Inc., NCS Healthcare of North Carolina, Inc., NCS Healthcare of Oklahoma, Inc., NCS Healthcare of Oregon, Inc., NCS Healthcare of Pennsylvania, Inc., NCS Healthcare of South Carolina, Inc., NCS Healthcare of Tennessee, Inc., NCS Healthcare of Texas, Inc., NCS Healthcare of Vermont, Inc., NCS Services, Inc. and NCS of Illinois, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NCS HEALTHCARE OF NEW JERSEY, INC.
NCS HEALTHCARE OF NEW MEXICO, INC.
NCS HEALTHCARE OF NORTH CAROLINA, INC.
NCS HEALTHCARE OF OKLAHOMA, INC.
NCS HEALTHCARE OF OREGON, INC.
NCS HEALTHCARE OF PENNSYLVANIA, INC.
NCS HEALTHCARE OF SOUTH CAROLINA, INC.
NCS HEALTHCARE OF TENNESSEE, INC.
NCS HEALTHCARE OF TEXAS, INC.
NCS HEALTHCARE OF VERMONT, INC.
NCS SERVICES, INC.
NCS OF ILLINOIS, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NCS Healthcare, LLC., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NCS HEALTHCARE, LLC.
By:	Sole Member:
OMNICARE HOLDING COMPANY
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh

/S/    JAMES D. SHELTON	President, Director	November 30, 2010
James D. Shelton
/S/    JOHN L. WORKMAN	Director	November 30, 2010
John L. Workman
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NCS Healthcare of Indiana LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NCS HEALTHCARE OF INDIANA, LLC
By:	General Partner:
NCS SERVICES, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of NeighborCare, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare-Medisco, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE-MEDISCO, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare of Northern California, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE OF NORTHERN CALIFORNIA, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE HOLDINGS, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare Pharmacy Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare Repackaging, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE REPACKAGING, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    JAMES CIALDINI	President	November 30, 2010
James Cialdini
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare Services Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE SERVICES CORPORATION
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, The Tidewater Healthcare Shared Service Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

THE TIDEWATER HEALTHCARE SHARED SERVICE GROUP, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS W. LUDEKE	President	November 30, 2010
Thomas W. Ludeke

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of NeighborCare –Infusion Services, Inc., NeighborCare of California, Inc. and NeighborCare of Oklahoma, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE–INFUSION SERVICES, INC.
NEIGHBORCARE OF CALIFORNIA, INC.
NEIGHBORCARE OF OKLAHOMA, INC.
By:	/S/    TRACY FINN
	Tracy Finn President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NGC Acquisition Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NGC ACQUISITION COMPANY LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    REGIS T. ROBBINS	President, Manager	November 30, 2010
Regis T. Robbins

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    JEFFREY M. STAMPS	Manager	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of North Shore Pharmacy Services, LLC and OCR-RA Acquisition, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NORTH SHORE PHARMACY SERVICES, LLC
OCR-RA ACQUISITION, LLC.
By:	Sole Member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Canadian Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE CANADIAN HOLDINGS, INC.
By:	/S/    TRACY FINN
	Tracy Finn President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Clinical Research, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE CLINICAL RESEARCH, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES M. PUSEY	Chief Executive Officer, Director	November 30, 2010
James M. Pusey
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare CR Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE CR INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES M. PUSEY	Chief Executive Officer, Director	November 30, 2010
James M. Pusey
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Holding Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE HOLDING COMPANY
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh

/S/    JAMES D. SHELTON	President, Director	November 30, 2010
James D. Shelton
/S/    JOHN L. WORKMAN	Director	November 30, 2010
John L. Workman
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Management Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE MANAGEMENT COMPANY
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES D. SHELTON	President, Director	November 30, 2010
James D. Shelton
/S/    JOHN L. WORKMAN	Director	November 30, 2010
John L. Workman
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacies of Maine Holding Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACIES OF MAINE HOLDING COMPANY
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    JEFFREY M. STAMPS	President	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacies of Pennsylvania East, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACIES OF PENNSYLVANIA EAST, LLC
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacies of the Great Plains Holding Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TONY SOLARO	President, Director	November 30, 2010
Tony Solaro
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacy of Florida, LP certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY OF FLORIDA, LP
By:	General Partner
PHARMACY HOLDING #2, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    REGIS T. ROBBINS	President, Manager	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Omnicare Pharmacy of Indiana, LLC, Omnicare Pharmacy of North Carolina, LLC, Omnicare Pharmacy of Pueblo, LLC, Pharmacy Holding #1, LLC and Pharmacy Holding #2, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY OF INDIANA, LLC
OMNICARE PHARMACY OF NORTH CAROLINA, LLC
OMNICARE PHARMACY OF PUEBLO, LLC
PHARMACY HOLDING #1, LLC
PHARMACY HOLDING #2, LLC
By:	Sole Member:
APS ACQUISITION LLC
By:	Sole Member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Omnicare Pharmacy of Nebraska LLC and Omnicare Pharmacy of South Dakota LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY OF NEBRASKA LLC
OMNICARE PHARMACY OF SOUTH DAKOTA LLC
By:	Sole Member:
OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TONY SOLARO	President, Director	November 30, 2010
Tony Solaro
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Omnicare Pharmacy of Texas 1, LP and Omnicare Pharmacy of Texas 2, LP certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY OF TEXAS 1, LP
OMNICARE PHARMACY OF TEXAS 2, LP
By:	General Partner
PHARMACY HOLDING #2, LLC
By:	/S/    REGIS T. ROBBINS
	Regis T. Robbins
	President

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    REGIS T. ROBBINS	President, Manager	November 30, 2010
Regis T. Robbins
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Purchasing Company LP certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PURCHASING COMPANY LP
By:	General Partner
OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JOHN L. WORKMAN	President, Director	November 30, 2010
John L. Workman
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Omnicare Purchasing Company General Partner, Inc. and Omnicare Purchasing Company Limited Partner, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.
OMNICARE PURCHASING COMPANY LIMITED PARTNER, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JOHN L. WORKMAN	President, Director	November 30, 2010
John L. Workman
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PBM-Plus, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PBM-PLUS, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    KLAUS A. HIEBER	President	November 30, 2010
Klaus A. Hieber
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PBM Plus Mail Service Pharmacy, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PBM PLUS MAIL SERVICE PHARMACY, LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh

/S/    KLAUS A. HIEBER	President	November 30, 2010
Klaus A. Hieber
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Manager	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pharmacon Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PHARMACON CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    RICHARD ZELKOWITZ	President	November 30, 2010
Richard Zelkowitz
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pharmacy Associates of Glens Falls, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PHARMACY ASSOCIATES OF GLENS FALLS, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    REGIS T. ROBBINS	President, Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pharmacy Consultants, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PHARMACY CONSULTANTS, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pharmasource Healthcare, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PHARMASOURCE HEALTHCARE, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pharm-Corp of Maine LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PHARM-CORP OF MAINE LLC
By:	Sole Member:
OMNICARE PHARMACIES OF MAINE HOLDING COMPANY
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    JEFFREY M. STAMPS	President	November 30, 2010
Jeffrey M. Stamps
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Pharmed Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PHARMED HOLDINGS, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    DAVID WEST	President, Director	November 30, 2010
David West
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PP Acquisition Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PP ACQUISITION COMPANY, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    A. SAMUEL ENLOE	President, Manager	November 30, 2010
A. Samuel Enloe
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PPS Acquisition Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PPS ACQUISITION COMPANY, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JEFFREY M. STAMPS	President, Manager	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Professional Pharmacy Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PROFESSIONAL PHARMACY SERVICES, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Rescot Systems Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

RESCOT SYSTEMS GROUP, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Royal Care of Michigan LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ROYAL CARE OF MICHIGAN LLC
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SHC Acquisition Co, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SHC ACQUISITION CO, LLC
By:	Sole Member:
HMIS, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Shore Pharmaceutical Providers, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SHORE PHARMACEUTICAL PROVIDERS, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	President, Director	November 30, 2010
Thomas R. Marsh

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Southside Apothecary, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SOUTHSIDE APOTHECARY, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JEFFREY M. STAMPS	President, Director	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Specialized Home Infusion of Michigan LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SPECIALIZED HOME INFUSION OF MICHIGAN LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    ROLF SCHRADER	President, Manager	November 30, 2010
Rolf Schrader
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Specialized Patient Care Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SPECIALIZED PATIENT CARE SERVICES, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Sterling Healthcare Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

STERLING HEALTHCARE SERVICES, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    DAVID WEST	President, Director	November 30, 2010
David West
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Superior Care Pharmacy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SUPERIOR CARE PHARMACY, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    MICHAEL WOOD	President	November 30, 2010
Michael Wood
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Director	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Swish, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SWISH, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    JAMES M. PUSEY	CEO, Director	November 30, 2010
James M. Pusey
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, TCPI Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

TCPI ACQUISITION CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    ROLF SCHRADER	President, Director	November 30, 2010
Rolf Schrader
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, THG Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

THG ACQUISITION CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President	November 30, 2010
Tracy Finn
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, The Hardardt Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

THE HARDARDT GROUP, INC.
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    JAMES M. PUSEY	CEO, Director	November 30, 2010
James M. Pusey
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, The Medicine Centre, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

THE MEDICINE CENTRE, LLC
By:	Sole Member:
ASCO HEALTHCARE, LLC.
By:	Sole Member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/     TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Three Forks Apothecary, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

THREE FORKS APOTHECARY, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    MIKE ARNOLD	President	November 30, 2010
Mike Arnold
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, UC Acquisition Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

UC ACQUISITION CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JACKIE AKLER	President	November 30, 2010
Jackie Akler
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    DAVID WEST	Director	November 30, 2010
David West

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Uni-Care Health Services of Maine, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

UNI-CARE HEALTH SERVICES OF MAINE, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES CIALDINI	President, Director	November 30, 2010
James Cialdini
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Value Pharmacy, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

VALUE PHARMACY, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JEFFREY M. STAMPS	President, Director	November 30, 2010
Jeffrey M. Stamps
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Vital Care Infusions, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

VITAL CARE INFUSIONS, INC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    REGIS T. ROBBINS	President, Director	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    JEFFREY M. STAMPS	Director	November 30, 2010
Jeffrey M. Stamps

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Winslow’s Pharmacy certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

WINSLOW’S PHARMACY
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JEFFREY M. STAMPS	President, Director	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Williamson Drug Company Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

WILLIAMSON DRUG COMPANY INCORPORATED
By:	/S/    TRACY FINN
	Tracy Finn
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    THOMAS R. MARSH	Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Accu-Med Services LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ACCU-MED SERVICES LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    THOMAS LUDEKE	President/Manager	November 30, 2010
Thomas Ludeke
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Accu-Med Services of Washington LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ACCU-MED SERVICES OF WASHINGTON LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    THOMAS LUDEKE	President/Manager	November 30, 2010
Thomas Ludeke
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Bach’s Pharmacy Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

BACH’S PHARMACY SERVICES, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President	November 30, 2010
Tracy Finn
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    JEFFREY M. STAMPS	Manager	November 30, 2010
Jeffrey M. Stamps
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Compscript – Boca, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

COMPSCRIPT – BOCA, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Manager	November 30, 2010
Bradley S. Abbott

/S/    DAVID WEST	President	November 30, 2010
David West
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Manager	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CompScript, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

COMPSCRIPT, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CTLP Acquisition LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CTLP ACQUISITION LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    REGIS T. ROBBINS	President, Manager	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    A. SAMUEL ENLOE	Manager	November 30, 2010
A. Samuel Enloe

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, D & R Pharmaceutical Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

D & R PHARMACEUTICAL SERVICES, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Enloe Drugs LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ENLOE DRUGS LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    A. SAMUEL ENLOE	President, Manager	November 30, 2010
A. Samuel Enloe
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Evergreen Pharmaceutical, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

EVERGREEN PHARMACEUTICAL, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacy of Maine LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY OF MAINE LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JEFFREY M. STAMPS	President, Manager	November 30, 2010
Jeffrey M. Stamps
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Property Management, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PROPERTY MANAGEMENT, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Asco Healthcare of New England, Limited Partnership certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ASCO HEALTHCARE OF NEW ENGLAND, LIMITED PARTNERSHIP

By: Sole member:

ASCO HEALTHCARE, LLC.
By:	Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Medical Services Group, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MEDICAL SERVICES GROUP, LLC
By: Sole member:
ASCO HEALTHCARE, LLC.
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare - Orca, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE - ORCA, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of NeighborCare of Indiana, LLC., NeighborCare of Virginia, LLC and NeighborCare of Wisconsin, LLC. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE OF INDIANA, LLC.
NEIGHBORCARE OF VIRGINIA, LLC.
NEIGHBORCARE OF WISCONSIN, LLC.
By: Sole member:
OMNICARE OF NEW YORK, LLC.
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare Pharmacies, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE PHARMACIES, LLC
By: Sole Member:
ASCO HEALTHCARE, LLC.
By: Sole Member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare of New York, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE OF NEW YORK, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacies of Pennsylvania West, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACIES OF PENNSYLVANIA WEST, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacy And Supply Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY AND SUPPLY SERVICES, LLC

By: Sole member:

NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacy of Colorado LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY OF COLORADO LLC
By:	Sole member:
LCPS ACQUISITION, LLC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    BRADLEY S. ABBOTT	Vice President, Manager	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacy of The Midwest, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY OF THE MIDWEST, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PMRP Acquisition Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PMRP ACQUISITION COMPANY, LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn

/S/    BRADLEY S. ABBOTT	Vice President, Manager	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PSI Arkansas Acquisition, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PSI ARKANSAS ACQUISITION, LLC
By:	Sole member:
CP ACQUISITION CORP.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Director	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Roeschen’s Healthcare, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ROESCHEN’S HEALTHCARE, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RXC Acquisition Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

RXC ACQUISITION COMPANY
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	President, Director	November 30, 2010
Regis T. Robbins
/S/    JAMES CIALDINI	Director	November 30, 2010
James Cialdini

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Specialized Pharmacy Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SPECIALIZED PHARMACY SERVICES, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Suburban Medical Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

SUBURBAN MEDICAL SERVICES, LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare of Ohio, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE OF OHIO, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Asco Healthcare, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ASCO HEALTHCARE, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Badger Acquisition LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

BADGER ACQUISITION LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    BRADLEY S. ABOTT	Vice President, Manager	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Badger Acquisition of Brooksville LLC, Badger Acquisition of Kentucky LLC, Badger Acquisition of Minnesota LLC, Badger Acquisition of Orlando LLC, Badger Acquisition of Tampa LLC and Badger Acquisition Texas LLC, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

BADGER ACQUISITION OF BROOKSVILLE LLC
BADGER ACQUISITION OF KENTUCKY LLC
BADGER ACQUISITION OF MINNESOTA LLC
BADGER ACQUISITION OF ORLANDO LLC
BADGER ACQUISITION OF TAMPA LLC
BADGER ACQUISITION OF TEXAS LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    BRADLEY S. ABBOTT	Vice President, Manager	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Badger Acquisition of Ohio LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

BADGER ACQUISITION OF OHIO LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Manager	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    DOUGLAS ACKLEY	Vice President, Manager	November 30, 2010
Douglas Ackley
/S/    GINA TIMMONS	Vice President, Manager	November 30, 2010
Gina Timmons
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Best Care Hhc Acquisition Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

BEST CARE HHC ACQUISITION COMPANY LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Best Care Ltc Acquisition Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

BEST CARE LTC ACQUISITION COMPANY LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, LCPS Acquisition, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

LCPS ACQUISITION, LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    BRADLEY S. ABBOTT	Vice President, Manager	November 30, 2010
Bradley S. Abbott
/S/    REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pharmacy of Tennessee LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PHARMACY OF TENNESSEE LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    BRADLEY S. ABBOTT	Vice President, Manager	November 30, 2010
Bradley S. Abbott
/S/     REGIS T. ROBBINS	Secretary, Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Ambler Acquisition Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

AMBLER ACQUISITION COMPANY LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Manager	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    JEFFREY M. STAMPS	Manager	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Asco Healthcare of New England, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ASCO HEALTHCARE OF NEW ENGLAND, LLC
By: Managing Manager
ASCO HEALTHCARE, LCC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Care4 LP certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CARE4 LP

By: General Partner

INSTITUTIONAL HEALTH CARE SERVICES, LLC

By: Sole member:

ASCO HEALTHCARE, LLC

By: Sole member:

NEIGHBORCARE PHARMACY SERVICES, INC.

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CIC Services LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CIC SERVICES LLC

By: Sole member:

NEIGHBORCARE PHARMACY SERVICES, INC.

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Compass Health Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

COMPASS HEALTH SERVICES, LLC
By:	Sole member:
ASCO HEALTHCARE, LLC.
By:	Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CP Services LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CP SERVICES LLC
By:	Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, DP Services LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

DP SERVICES LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Encare of Massachusetts, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ENCARE OF MASSACHUSETTS, LLC
By: Sole member:
ASCO HEALTHCARE SERVICES, LLC.
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Highland Wholesale LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

HIGHLAND WHOLESALE LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES CIALDINI	President, Manager	November 30, 2010
James Cialdini
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Home Care Pharmacy, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

HOME CARE PHARMACY, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Home Pharmacy Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

HOME PHARMACY SERVICES, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    MARK E. PRICE	President	November 30, 2010
Mark E. Price
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    A. SAMUEL ENLOE	Manager	November 30, 2010
A. Samuel Enloe

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Institutional Health Care Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

INSTITUTIONAL HEALTH CARE SERVICES, LLC
By: Sole member:
ASCO HEALTHCARE SERVICES, LLC.
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Interlock Pharmacy Systems, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

INTERLOCK PHARMACY SYSTEMS, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, JHC Acquisition LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

JHC ACQUISITION LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    A. SAMUEL ENLOE	President, Manager	November 30, 2010
A. Samuel Enloe
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Langsam Health Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

LANGSAM HEALTH SERVICES, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Lobos Acquisition, LLC. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

LOBOS ACQUISITION, LLC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Lo-Med Prescription Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

LO-MED PRESCRIPTION SERVICES, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, LPA Acquisition Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

LPA ACQUISITION COMPANY, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Main Street Pharmacy, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MAIN STREET PHARMACY, LLC
By: Manager
PROFESSIONAL PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, MHHP Acquisition Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

MHHP ACQUISITION COMPANY LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    PATRICK F. DOWNING	President	November 30, 2010
Patrick F. Downing
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    JEFFREY M. STAMPS	Manager	November 30, 2010
Jeffrey M. Stamps
/S/     REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, National Care For Seniors LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NATIONAL CARE FOR SENIORS LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES CIALDINI	President, Manager	November 30, 2010
James Cialdini
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NCIA Acquisition Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NCIA ACQUISITION COMPANY, LLC
By:	Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare Home Medical Equipment LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE HOME MEDICAL EQUIPMENT LLC
By:	Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, NeighborCare of Maryland, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NEIGHBORCARE OF MARYLAND, LLC
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Manager	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each of Nihan & Martin LLC and NIV Acquisition LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

NIHAN & MARTIN LLC
NIV ACQUISITION LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Manager	November 30, 2010
Bradley S. Abbott

/S/    A. SAMUEL ENLOE	President	November 30, 2010
A. Samuel Enloe
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnibill Services LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNIBILL SERVICES LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer, Manager	November 30, 2010
Bradley S. Abbott

/S/     JAMES M. PUSEY	CEO, Manager	November 30, 2010
James M. Pusey
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	President	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Clinical Research, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE CLINICAL RESEARCH, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES M. PUSEY	President, Manager	November 30, 2010
James M. Pusey
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Distribution Center LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE DISTRIBUTION CENTER LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    JAMES CIALDINI	President, Manager	November 30, 2010
James Cialdini
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Esc LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE ESC LLC
By:	Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Extended Pharma Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE EXTENDED PHARMA SERVICES, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Headquarters LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE HEADQUARTERS LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    REGIS T. ROBBINS	President, Manager	November 30, 2010
Regis T. Robbins
/S/  THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Indiana Partnership Holding Company LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE INDIANA PARTNERSHIP HOLDING COMPANY LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    JEFFREY M. STAMPS	President, Manager	November 30, 2010
Jeffrey M. Stamps

/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    JOHN L. WORKMAN	Manager	November 30, 2010
John L. Workman

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare of Nevada LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE OF NEVADA LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    REGIS T. ROBBINS	President, Manager	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	Manager	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Pennsylvania Med Supply, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE PENNSYLVANIA MED SUPPLY, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    WENDELL TURNEY	President, Manager	November 30, 2010
Wendell Turney
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Omnicare Respiratory Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

OMNICARE RESPIRATORY SERVICES, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    WENDELL TURNEY	President	November 30, 2010
Wendell Turney
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    TRACY FINN	Manager	November 30, 2010
Tracy Finn

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, PCI Acquisition, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

PCI ACQUISITION, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President	November 30, 2010
Tracy Finn
/S/    JEFFREY M. STAMPS	Manager	November 30, 2010
Jeffrey M. Stamps
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Value Health Care Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

VALUE HEALTH CARE SERVICES, LLC
By:	Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, VAPS Acquisition Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

VAPS ACQUISITION COMPANY, LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    TRACY FINN	President, Manager	November 30, 2010
Tracy Finn
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Weber Medical Systems LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

WEBER MEDICAL SYSTEMS LLC
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott

/S/    A. SAMUEL ENLOE	President, Manager	November 30, 2010
A. Samuel Enloe
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh
/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Westhaven Services Co., LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

WESTHAVEN SERVICES CO., LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh

/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ZS Acquisition Company, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

ZS ACQUISITION COMPANY, LLC
By: Sole member:
LO-MED PRESCRIPTION SERVICES, LLC
By: Sole member:
NEIGHBORCARE PHARMACY SERVICES, INC.
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh
	Treasurer

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS R. MARSH	Treasurer, Director	November 30, 2010
Thomas R. Marsh
/S/    TRACY FINN	President, Director	November 30, 2010
Tracy Finn
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Dixon Pharmacy LLC. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

DIXON PHARMACY LLC.
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott
	Treasurer

We, the undersigned managers and officers, do hereby severally constitute and appoint John L. Workman, our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    BRADLEY S. ABBOTT	Treasurer	November 30, 2010
Bradley S. Abbott
/S/    A. SAMUEL ENLOE	President, Treasurer	November 30, 2010
A. Samuel Enloe

/S/    REGIS T. ROBBINS	Manager	November 30, 2010
Regis T. Robbins
/S/    THOMAS R. MARSH	Manager	November 30, 2010
Thomas R. Marsh

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, APS Pharmacy Services, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

APS PHARMACY SERVICES, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRx Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX HOLDINGS, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRx of Florida Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX OF FLORIDA HOLDINGS, INC..
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite
/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh

/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRX of Florida, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX OF FLORIDA, LLC.
By: Sole Member:
CCRX OF FLORIDA HOLDINGS, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRx of Illinois Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX OF ILLINOIS HOLDINGS, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRX of Illinois, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX OF ILLINOIS, LLC.
By: Sole Member:
CCRX OF ILLINOIS HOLDINGS, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRx of New York Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX OF NEW YORK HOLDINGS, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRX of New York, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX OF NEW YORK, LLC.
By: Sole Member:
CCRX OF NEW YORK HOLDINGS, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRx of North Carolina Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX OF NORTH CAROLINA HOLDINGS, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, CCRx of North Carolina, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CCRX OF NORTH CAROLINA, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Continuing Care Rx, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Covington, commonwealth of Kentucky, on the 30th day of November 2010.

CONTINUING CARE RX, INC.
By:	/S/    THOMAS TRITE
	Thomas Trite
	President

We, the undersigned directors and officers, do hereby severally constitute and appoint John L. Workman , our true and lawful attorney– in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-3, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933; and we do each hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS TRITE	President, Director	November 30, 2010
Thomas Trite

/S/    THOMAS R. MARSH	Treasurer	November 30, 2010
Thomas R. Marsh
/S/    ROBERT WEIR	Director	November 30, 2010
Robert Weir
/S/    REGIS T. ROBBINS	Director	November 30, 2010
Regis T. Robbins

EXHIBIT INDEX

Exhibit No.	Description
1.1	Form of Underwriting Agreement.*
3.1	Restated Certificate of Incorporation of Omnicare, Inc. (as amended) (incorporated herein by reference from Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
3.2	Third Amended and Restated By-Laws of Omnicare, Inc. (incorporated herein by reference from Exhibit 3.1 to our Current Report on Form 8-K filed December 23, 2008).
4.1	Form of Senior Debt Securities Indenture (incorporated herein by reference from Exhibit 4.1 to Amendment No. 1 to our Registration Statement on Form S-3 filed February 19, 2003).
4.2	Subordinated Debt Securities Indenture, dated as of June 13, 2003 between Omnicare, Inc. and U.S. Bank National Association (as successor to SunTrust Bank), as trustee (incorporated herein by reference from Exhibit 4.2 to our Current Report on Form 8-K filed June 16, 2003).
4.3	Form of Senior Debt Securities (included in exhibit 4.1).
4.4	Form of Subordinated Debt Securities (included in exhibit 4.2).
4.5	Form of certificate of designation of preferred stock.*
4.6	Form of Warrant.*
5.1	Opinion of Dewey & LeBoeuf LLP.**
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges for the five years ended December 31, 2009 (incorporated herein by reference from Exhibit 12 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed February 25, 2010).
23.1	Consent of Dewey & LeBoeuf LLP (included in its opinion filed as Exhibit 5.1).**
23.2	Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).**
24	Powers of Attorney (included on the signature page hereto).***
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Senior Debt Securities Indenture and the Subordinated Debt Securities Indenture.***

* To be filed either by amendment or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.

** Filed herewith.

*** Previously filed with this Registration Statement.

II-6

EX-5.1

Exhibit 5.1

Dewey & LeBoeuf LLP 1301 Avenue of the Americas New York, NY 10019-6092   tel (212) 259-8000 fax (212) 259-6333

November 30, 2010

Omnicare, Inc.

1600 RiverCenter II, 100 E. RiverCenter Blvd.

Covington, Kentucky 41011

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Omnicare, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 filed on the date hereof as amended by the Post Effective Amendment #1 (collectively, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Company, and certain of its subsidiaries (the “Subsidiaries”), on November 30, 2010. The Registration Statement relates to the offer and sale, from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate amount of the following securities: (i) common stock, par value $1.00 per share, of the Company (“Common Stock”); (ii) one or more classes or series of preferred stock, no par value per share, of the Company (“Preferred Stock”); (iii) one or more series of debt securities of the Company, consisting of debentures, notes and/or other evidences of indebtedness, which may be senior obligations (the “Senior Debt Securities”) or subordinated obligations (the “Subordinated Debt Securities”) to certain other obligations of the Company (collectively, “Debt Securities”); (iv) guarantees of the Debt Securities by one or more of the Subsidiaries (the “Guarantees”); and (v) warrants to purchase Securities (as hereinafter defined) of the Company (“Warrants,” and together with the Common Stock, Preferred Stock, Debt Securities and Guarantees, the “Securities”).

The Senior Debt Securities will be issued under a senior debt securities indenture in the form filed as an exhibit to the Registration Statement, as amended or supplemented from time to time (the “Senior Indenture”), proposed to be entered into between the Company and one or more trustees (any such trustee, the “Senior Indenture Trustee”). The Subordinated Debt Securities will be issued pursuant to that subordinated debt securities indenture dated as of June 13, 2003 between the Company and U.S. Bank National Associate (as successor to SunTrust Bank), as trustee (the “Subordinated Indenture Trustee”), as amended or supplemented from time to time (the “Subordinated Indenture”). The Senior Indenture and the Subordinated Indenture are sometimes hereinafter referred to individually as an “Indenture” and collectively as the “Indentures.” The Warrants will be issued under a warrant agreement in a form that will be filed as an exhibit to a post-effective amendment to the Registration Statement or incorporated by reference therein (a “Warrant Agreement”).

This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined (i) the Registration Statement; (ii) the form of Senior Indenture; (iii) the Subordinated Indenture; (iv) the Certificate of Incorporation of the Company, as amended and currently in effect (the “Certificate of Incorporation”); (v) the By-Laws of the Company, as amended and currently in effect (the “By-laws”); (vi) the resolutions adopted by the Board of Directors of the Company (the “Board”) relating to the Registration Statement and the issuance of the Securities (the “Board Resolutions”) and (vii) the corporate documents, records, instruments and certificates of the Subsidiaries. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers and other representatives of the Company and the Subsidiaries, and such other agreements, instruments and documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have also assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, or as retrieved from the Commission’s EDGAR database, and the authenticity of the originals of such latter documents. In making our examination of documents executed by parties other than the Company or the Subsidiaries, we have assumed that such parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinions expressed herein which were not independently established or verified, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others. Furthermore, we have assumed, for purposes of this opinion, that (i) at the time of issuance, sale or delivery of Common Stock or Preferred Stock, as the case may be, a sufficient number of shares of Common Stock or Preferred Stock, as the case may be, will be duly authorized and available for issuance, and (ii) each offer, issuance, sale or delivery of Common Stock, Preferred Stock, Debt Securities, Guarantees or Warrants will comply with applicable law.

In our capacity as your counsel in connection with the Registration Statement, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the Registration Statement and the authorization and issuance of the Securities. For purposes of this opinion, we have assumed that such proceedings will be timely and properly completed, in accordance with all requirements of applicable laws, in the manner presently proposed.

On the basis of the foregoing, and in reliance thereon, and subject to the additional limitations, qualifications and exceptions set forth herein, we are of the opinion that:

1. With respect to any offering of Common Stock (the “Offered Common Stock”), the shares of the Offered Common Stock (including any Offered Common Stock duly issued upon conversion, exchange or exercise of any other Securities) will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof.

2

2. With respect to any offering of any series of Preferred Stock (the “Offered Preferred Stock”), when the Certificate of Designation (as hereinafter defined) has been duly filed with the Secretary of State of the State of Delaware, the shares of the Offered Preferred Stock (including any Offered Preferred Stock duly issued upon conversion, exchange or exercise of any other Securities), will be duly authorized, validly issued, fully paid and nonassessable.

3. With respect to any offering of any series of Debt Securities offered under the Senior Indenture or the Subordinated Indenture (the “Offered Debt Securities”), when a supplemental indenture in respect of such Offered Debt Securities has been duly executed and delivered, the Offered Debt Securities (including any Offered Debt Securities duly issued upon conversion, exchange or exercise of any other Securities) will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4. With respect to any offering of any series of Guarantees (the “Offered Guarantees”), upon (i) establishment by the Board of Directors (or equivalent thereof) of the Subsidiary guarantors (the “Subsidiary Guarantors”) of the terms, conditions and provisions of any Guarantees to be issued by such Subsidiary Guarantors; and (ii) due authorization by the Subsidiary Guarantors of such Guarantees, the Guarantees will be duly authorized by the applicable Subsidiary Guarantors; and when the Guarantees have been duly established by the Indentures and the Debt Securities to be guaranteed by the Guarantees have been duly authenticated by the Senior Indenture Trustee and the Subordinated Indenture Trustee, respectively and duly executed and delivered by the Guarantor against payment therefor in accordance with the terms and provisions of the Indentures and as contemplated by the Registration Statement, the Guarantees will be validly issued.

5. With respect to any offering of any series of Warrants (the “Offered Warrants”), when the Warrant Agreement relating to the Offered Warrants, in the form to be filed as an exhibit to a post-effective amendment to the Registration Statement or incorporated by reference therein, has been duly executed and delivered as contemplated by the Board Resolutions or other action by the Board or a duly appointed committee thereof, the Offered Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or prior to the time of the delivery of any Securities offered pursuant to the Registration Statement (collectively, the “Offered Securities”): (i) the Board, including any appropriate committee appointed thereby, and appropriate officers of the Company shall have duly established the terms of the Offered Securities and duly authorized and taken any other necessary corporate action to approve the issuance and sale of the Offered Securities and related matters (including without limitation with respect to Offered Preferred Stock, the execution, acknowledgment and filing of a Certificate of Designation (the “Certificate of Designation”) in accordance with the applicable provisions of the General Corporation Law of the State of Delaware) and such authorizations and actions have not been rescinded; (ii) the terms of the issuance and sale of the Offered Securities have been duly established in conformity with the Certificate of Incorporation, the By-Laws, Indenture or Warrant Agreement (collectively, the “Applicable Agreements”), and any other relevant agreement so as not to violate any applicable law, the Certificate of Incorporation or the By-Laws (subject to the further assumption that the Certificate of Incorporation and the By-Laws have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the Company; (iii) the Offered Securities, and any certificates or receipts representing the interests in the relevant Offered Securities, have been duly authenticated, executed, countersigned, registered

3

and delivered upon payment of the agreed-upon consideration therefor and have been duly issued and sold in accordance with any relevant agreement (including, any Applicable Agreements), any underwriting agreement with respect to the Offered Securities or any other duly authorized, executed and delivered, applicable, valid and binding purchase agreement, or as otherwise contemplated by the Registration Statement or any post-effective amendment thereto, and any Prospectus Supplement relating thereto; (iv) the Registration Statement (including all necessary post-effective amendments) will have been declared, or otherwise have become, effective under the Act and such effectiveness shall not have been terminated or rescinded; (v) an appropriate Prospectus Supplement will have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder describing the Offered Securities offered thereby; (vi) the Offered Securities will be issued and sold in compliance with applicable Federal and state securities laws and solely in the manner stated in the Registration Statement and the applicable Prospectus Supplement and there will not have occurred any change in law affecting the validity of the opinions rendered herein; (vii) if the Offered Securities will be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Securities in the form filed as an exhibit to the Registration Statement or any post-effective amendment thereto, or incorporated by reference therein, has been duly authorized, executed and delivered by the Company and the other parties thereto; and (viii) in the case of an Indenture, Warrant Agreement, Certificate of Designation or other agreement or instrument pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein which would affect the validity of any of the opinions rendered herein.

We also have assumed that (i) the Senior Indenture will be, and the Subordinated Indenture has been, duly authorized, executed and delivered by the Senior Indenture Trustee and the Subordinated Indenture Trustee, respectively, and that any Debt Securities that may be issued will be authenticated by duly authorized officers of the Senior Indenture Trustee or the Subordinated Indenture Trustee, as the case may be; and (ii) any Warrant Agreements will be duly authorized, executed, delivered and duly signed by the applicable parties thereto other than the Company.

Any opinion set forth herein as to enforceability of obligations of the Company is subject to: (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefore may be brought (such principles of equity are of general application, and in applying such principles, a court might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality); (ii) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; (iii) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (iv) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency. Rights to indemnification and contribution may also be limited by Federal and state securities laws.

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

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Members of our firm are admitted to the Bar in the State of New York and we do not express any opinion as to the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware. The Securities may be issued from time to time on a delayed or continuous basis, but this opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Dewey & LeBoeuf LLP

5

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 25, 2010 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Omnicare, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Cincinnati, Ohio

November 30, 2010