SUPPLIER AGREEMENT

e-SCRIPTS-md and PHARMACY

THIS AGREEMENT made this ______ day of , 2002

by and between e-Scripts-md, LLC, a Georgia limited liability corporation
having its principal place of business at 2000 Powers Ferry Road, Suite 405,
Marrieta, Georgia 30067 (“e-Scripts”), and ., a
corporation having its principal place of business at
(“Pharmacy”).

WHEREAS, e-Scripts operates one or more websites which allow

visitors to obtain on-line medical consultations generating appropriate
referrals to licensed physicians in connection with certain medical
conditions;

WHEREAS, e-Scripts can direct prescriptions issued by qualified,

licensed physicians in connection with such referrals through certain
licensed pharmacies in the United States; and

WHEREAS, e-Scripts’ success materially depends upon protecting

certain confidential information, which it takes substantial measures to
protect;

WHEREAS, e-Scripts wishes to have Pharmacy, as an independent

contractor, supply medications to individuals throughout the United States,
from prescriptions which have been prescribed and authorized by qualified,
licensed medical doctors acting in accordance with all applicable laws, rules,
regulations, and medical ethical standards, who deal with e-Scripts, and
therefore Pharmacy will have access to e-Scripts’ confidential information
as well as frequent contact with e-Scripts’ customers; and

WHEREAS, Pharmacy desires to enter into an agreement to supply

medical products to e-Scripts.

NOW THEREFORE, in consideration of the foregoing and the

mutual covenants and promises contained in this Agreement, and for other
good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties mutually covenant and agree as follows:

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 1. Recitals Deemed Correct. The foregoing recitals shall be
deemed true and correct for all purposes of this Agreement.

2. Engagement. e-Scripts engages Pharmacy to provide medicinal

products to e-Scripts customers, and Pharmacy accepts this engagement.

3. Preservation of Confidentiality of e-Script’s Customer Lists

and Business Practices. During the term of this Agreement and for a
period of two (2) years thereafter, Pharmacy shall not, directly or indirectly,
use for itself or disclose to any other person or entity, the names of e-
Scripts’ customers or e-Scripts’ unique business practices.
Notwithstanding any other provisions of this Agreement, should some other
party’s separate customer list inadvertently overlap e-Scripts’ list, or use
some part of a similar plan, both decided independently, Pharmacy may sell
to another party’s customers or other parties’ customers during this contract
and within the two years from its termination.

4. Nondisclosure. During the term of the Agreement and for two

years thereafter, Pharmacy shall not, directly or indirectly, disclose :

(a) Information about e-Scripts' patients and/or its

customers, including names, addresses, telephone numbers, contact persons
and other identifying information regarding e-Scripts’ patients and/or
customers; compilations and lists of information with respect to the needs
and requirements of such patients and customers for e-Scripts' products and
services; information dealing with nature of patient accounts, including the
dates on which any agreement between e-Scripts and such patients and
customers will end and be subject to renewal; and rate and price information
and history relating to products and/or services that e-Scripts provides to its
patients and/or customers, provided however, that Pharmacy’s
nondisclosure obligations shall not include:

(i) any information that is or shall become generally

known in the trade thorough no fault of Pharmacy;

(ii) any information received in good faith from a third

party with the right to disclose such information,
either directly, or indirectly from e-Scripts;

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 (iii) any information which was in Pharmacy’s legitimate
possession prior to the time of its engagement by e-
Scripts; and

(iv) any confidential information which does not

constitute a trade secret after two (2) years from
termination of Pharmacy’s engagement by e-
Scripts.

(b) “Customer” shall mean any entity or person:

(i) those with whom Pharmacy has had material contact

on behalf of e-Scripts during the two years
immediately prior to termination of Pharmacy’s
engagement with e-Scripts; and

(ii) who has purchased products or services from e-

Scripts, or with which or whom Pharmacy has dealt,
on behalf of e-Scripts, as a potential buyer of
products or services.

(iii) “material contact” shall mean customers of

Pharmacy with whom Pharmacy has received
information provided by e-scripts and to whom
Pharmacy has provided medication as a result of
such information.

(c) “Person” shall mean any individual, corporation, bank,

partnership, joint venture, association, joint stock company, trust, or
unincorporated association.

(d) “Territory” shall mean the geographic area within the

United States in which e-Scripts does business, limited to those customers
and/or patients to which Pharmacy has shipped products on behalf of e-
Scripts.

5. Solicitation of Customers. During the term of this Agreement

and for a period of two (2) years after termination of Pharmacy's
engagement with e-Scripts, regardless of the reason for such termination,
Pharmacy shall not solicit patients and/or customers of e-Scripts in the

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Territory for the purpose of providing products and/or services the same as
or reasonably substitutable for those of e-Scripts.

6. e-Scripts’ Duties. On a current basis, and as a material part of

this Agreement, e-Scripts shall provide to Pharmacy each of the following:

(a) an electronic [or other acceptable form of communication]

prescription for medication, properly, legally, and ethically authorized by a
licensed physician in good standing in Georgia or any other relevant state;

(b) patient information setting forth the full name of the patient,
the patient’s address, and other pertinent information regarding the patient;
and

(c) a minimum of three hundred (300) on–line prescription

orders per day, Monday through Friday, for which e-Scripts shall pay
Pharmacy seven and 00/100ths dollars ($7.00) for each order filled.
Regardless of quantity or number of types of medication, an “order” shall
mean one individual’s “order”. Pharmacy shall be entitled to receive and
fill prescriptions on Saturdays, but e-Scripts makes no guarantees or
representations regarding quantity on Saturdays.

7. Pharmacy’s Right to Terminate. Should e-Scripts be unable,

for whatever reason, to meet the order requirements set forth herein, and
such failure continues for ten (10) days or more, Pharmacy shall have the
right to terminate this Agreement. e-Scripts shall fully pay Pharmacy for
all orders filled and all orders due pursuant to Paragraph 5(c) of this
Agreement; otherwise the parties shall have no further obligation to one
another, except that Pharmacy’s non-disclosure obligations shall survive
this paragraph.

8. Pharmacy’s Obligations. Pharmacy grants e-Scripts an

exclusive agreement under which Pharmacy agrees that it shall not provide
the same or similar services to competitors of e-Scripts without first
obtaining the written consent of e-Scripts. Pharmacy shall ship any orders
processed by Pharmacy on behalf of e-Scripts via Federal Express, or any
other shipper designated by e-Scripts. Each order shipped via Federal
Express or any other shipper designated by e-Scripts shall be charged to e-
Scripts’ established account with Federal Express, or to other designated
shipper. e-Scripts shall timely pay Federal Express all sums due with
respect to its account and according to the terms and conditions of its
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account to ensure shipping will not be delayed. Should Pharmacy learn that
e-Scripts is delinquent in paying its Federal Express account or that Federal
Express or any other e-Scripts designated shipper is refusing to accept
charges on e-Scripts’ account, Pharmacy shall immediately notify e-
Scripts and Pharmacy shall have no further obligation for shipping under
this Agreement.

9. Pharmacy’s Additional Duties. Pharmacy shall also:

(a) maintain an adequate supply of prescriptive

medication (see Exhibit A for a description of the ‘types’ of
medication routinely ordered by e-Scripts) on hand to properly
satisfy the standard requirements of orders placed by e-Scripts.
Pharmacy shall ship, directly to the patient the prescription
medication described on Exhibit A and amendments thereto as
provided herein, which Exhibit and future amendments are made part
of this Agreement, at the respective costs there stated. Pharmacy
shall provide prescriptive medication to be used to fill orders for e-
Scripts’ physician’s patients. Pharmacy shall be responsible to
pay its supplier and e-Scripts shall be responsible to pay
Pharmacy for all medications provided to e-Scripts’ customers.
Pharmacy shall provide the necessary prescriptive medication at
Pharmacy’s cost depicted on Exhibit A. Prices for such
medications may, from time to time, be subject to change; but
Pharmacy shall not increase the prices set forth in Exhibit A without
providing e-Scripts at least seven (7) days notice. Pharmacy shall
notify e-Scripts via fax or other mutually agreeable form of
communication of any price change and Pharmacy shall obtain an
approval of such price change before dispensing medication on
behalf of e-Scripts at any higer rate. A form substantially similar
to that attached as Exhibit B shall be used to communicate price
changes. E-Scrpits shall pay Pharmacy weekly for those
medications dispensed by Pharmacy on behalf of e-Scripts during
the week prior. E-scripts guarantees Pharmacy that, in the event
the contract with Pharmacy is terminated, e-Scripts shall
reimburse Pharmacy for the cost of all unopened medication, up
to a maximum of an average 3-day supply of such medication
used to support e-Scripts’ customers, which Pharmacy is unable
to return to the wholesaler for credit.

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 (b) upon termination of its engagement for any reason or at any
time at e-Scripts’ request, Pharmacy shall deliver to e-Scripts all of
e-Scripts’ materials, documents, plans, records, notes, drawings or
papers and any copies thereof, in whatever media, in Pharmacy’s
possession or under Pharmacy’s control.

(c) Pharmacy shall have, in full force and effect, and shall
maintain throughout the entire term of this Agreement, insurance
coverage as follows:

(i) Adequate insurance to cover the cost of all e-Script’s

medication entrusted to Pharmacy for losses due to
theft, fire, flood, or any other natural or other cause of
destruction;

(ii) General liability insurance in the amount of one

million dollars ($1,000,000) per incident/three million
dollars ($3,000,000.00) per year and Pharmacy shall
maintain such insurance at all times while this
Agreement remains in effect.

10. Term. This Agreement shall be for a term of one (1) year.
Thereafter, the Agreement will automatically renew for successive renewal
terms of one year each, unless e-Scripts provides Pharmacy or Pharmacy
provides e-Scripts written notice of its intention not to renew the Agreement
at least sixty (60) days prior to the end of the then current term.

(a) Subject only to its obligation promptly to pay Pharmacy for

any product shipped or ordered, e-Scripts shall nevertheless have the right
to terminate this Agreement immediately upon notice to Pharmacy, and
Pharmacy shall have the right to terminate this Agreement immediately
upon notice to e-Scripts if either party learns of any illegal or prohibited
activity on the part of the other party.

(b) Either party may terminate this Agreement upon the

occurrence of any material default by the other, i.e. a default in which a
party significantly fails to perform its duties and/or obligations, and upon
failure to cure the default no later than three (3) days following receipt of
written notice from the other expressing its intent to terminate the
Agreement, specifying, in detail, the nature of the material default.

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 11. Equitable Relief: Remedies.

(a) All rights, and remedies granted by any particular term of

this Agreement shall be in addition to, and not in limitation of, any rights,
powers or remedies which it has under

(i) any other term of this Agreement

(ii) at common law
(iii) in equity
(iv) by statute, or
(v) otherwise.

All such rights and remedies may be exercised separately or concurrently, in

such order and as often as may be deemed expedient. No delay or omission
to exercise any right or remedy shall impair such right or remedy or be
deemed a waiver of or acquiescence to any prior or subsequent breach or
default. Waiver of any breach or default shall not waive any prior or
subsequent breach or default.

(b) A breach or threat to breach any of the material terms of

this Agreement would result in material and irreparable damage and injury.
It would be difficult or impossible to establish the full monetary value of a
material breach. Therefore either party shall be entitled to injunctive relief
should either party materially breach or threaten to breach any of the
material terms contained in this Agreement.

(c) In any suit, the prevailing party shall be entitled to

reasonable attorneys fees from the opposing party.

12. Legality. All rights under this Agreement shall be applicable and
binding only to the extent that they do not violate any applicable laws. Such
rights are meant to be limited to the extent necessary that they will not
render this Agreement illegal, invalid, or otherwise unenforceable.

13. Tolling Provision. The duration of any post-termination

obligations contained in this Agreement shall be extended only by the length
of time during which a party is in breach of the provision; nothing however,
shall extend such obligations for more than an additional six (6) months.

14. Choice of Law. This Agreement shall be interpreted under and

governed by the laws of the State of Georgia.
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 15. Jurisdiction and Venue. Each party consents and submits to
personal jurisdiction and venue in the Superior Court of Cobb County, State
of Georgia, in the United States District Court for the Northern District of
Georgia, or in the United States District Court for the Northern District of
Georgia, Atlanta Division.

16. Indemnity. e-Scripts warrants and represents to Pharmacy that

the method and manner by which its associated physicians meet or
communicate with their patients is, to the best of its knowledge, information,
and belief, both legal and medically ethical. As it relates to the prescribing
and disbursement of controlled medication, the tele-medical and
electronic/internet service is a developing industry and areas of its regulation
are not yet clearly defined; nevertheless, upon gaining knowledge or
information on the subject, e-Scripts shall promptly notify Pharmacy of
any enacted or proposed legislation, regulation, law, rule, or other legal
requirement which identifies any conduct of e-Scripts and/or of its network
of physicians or pharmacies, or the other agencies and/or entities with which
e-Scripts conducts business, (including, without limitation, Pharmacy) as:
(a) illegal or medically unethical; (b) in need of regulation; or (c) as violative
any existing law, rule, or regulation.

In view of the foregoing, e-Scripts shall indemnify and hold

Pharmacy harmless for eighty percent (80%) of Pharmacy’s attorney’s fees
and costs incurred in conjunction with Pharmacy’s defense of any claims or
actions brought by any government agency or private plaintiff, subject,
however, to the following limitations:

(a) e-Scripts shall indemnify Pharmacy for an amount of not

less than thirty-five thousand dollars ($35,000.00) for such fees and costs
actually incurred or expended by Pharmacy; provided however that:
(b) e-Scripts shall indemnify Pharmacy for no more than one
hundred and fifty thousand dollars’ ($150,000.00) based upon e-Scripts’s
escrow fund established for Pharmacy as described below, for such fees and
costs actually incurred and expended by Pharmacy; and further provided
that unless and until enjoined by any government or by any court having
jurisdiction over Pharmacy and its operations, Pharmacy shall continue to
service e-Scripts and to fulfill orders as provided in this Agreement to
qualify for any indemnification under this Agreement.

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This indemnification provision shall not apply to any act of negligence or
misfeasance by Pharmacy or its employees, and shall not apply to legal fees
or costs incurred by Pharmacy in the normal course of its business,
unrelated to defense of the type of claims noted above.

In furtherance of this Agreement, e-Scripts shall escrow one dollar ($1.00)

for each order shipped by Pharmacy in the course of Pharmacy’s fulfilling
of orders on behalf of e-Scripts until one hundred fifty thousand dollars
$150,000.00 is attained.

e-Scripts shall create an escrow fund in an account to be held in an ‘attorney

escrow account’ as defined by the State Bar of Georgia and under the control
of e-Scripts’ counsel, Isenberg & Hewitt, P.C. designating Pharmacy as the
potential beneficiary, and Isenberg & Hewitt, P.C. shall send a statement of
account to Pharmacy each month. Unless the parties mutually agree
otherwise, the escrow account shall be maintained for a period of two (2)
years from the date of this Agreement.

Unless there are unresolved pending claims against Pharmacy by the end of
such a two-year period, e-Scripts may direct Isenberg & Hewitt to close the
escrow account and use the money for its own account two (2) years from
the date of this Agreement. If there are pending claims against Pharmacy at
that time, however, the escrow shall be maintained until the claims are
resolved and Pharmacy has been reimbursed as set forth above, otherwise
e-Scripts may close the escrow and use the moneys for its own account.

17. Entire Agreement. This Agreement embodies the parties’ entire

agreement on the subject matter. No amendment or modification of this
Agreement shall be valid or binding upon e-Scripts or Pharmacy unless in
writing and signed by both parties.

18. Merger. All prior understandings and agreements relating to the

subject matter of this Agreement are superseded by and merged into this
Agreement.

19. No Severability. The provisions of this Agreement shall not be

severable. Should any material provisions be determined to be invalid, void,
or unenforceable in whole or in part either party shall have the right to
terminate this Agreement upon five (5) business days prior written notice.

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 20. No Assignment. Neither party may assign this Agreement, or any
portion of it, or any monies due or to become due under its terms, without
the other’s prior written approval.

21. Headings. Headings are inserted for convenience only, and shall
not in any manner affect the construction or meaning of anything contained
in this Agreement or govern the rights or liabilities of the parties.

22. Notices. All notices required or permitted shall be in writing and

shall be sufficient upon personal delivery or delivery by overnight courier
or, if mailed, three (3) days after being addressed to the parties as follows:

To e-Scripts: e-Scripts-md, LLC

2000 Powers Ferry Road, Suite 405
Marietta, Georgia 30067
Attn: Chris Stoufflet, Managing
Member and President

With a copy to: Melvin L. Hewitt, Jr., Esquire

Isenberg & Hewitt, P.C.
7000 Peachtree-Dunwoody Road
Building 15, #100
Atlanta, GA 30328

To Pharmacy: ,

With a copy to:

Notice of a change in address of either of the parties shall be given in

writing to the other party.

23. Counterparts This Agreement may be executed in counterparts,

each of which shall be deemed an original but all of which taken together
shall constitute one and the same instrument.

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 IN WITNESS WHEREOF, the parties have set their hands
and seals the date first indicated above.

Witnesses: e-Scripts-md, LLC

_________________________ By: __________________________

Chris Stoufflet, Managing
_________________________ Partner
(company seal)

Pharmacy, Inc.

_________________________
By: _________________________
, President
_________________________
(corporate seal)

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