SETTLEMENT AGREEMENT AND GENERAL RELEASE

Exhibit 10.64

SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and General Release (the “ Agreement ”) is entered into this 2 ^nd day of May 2008 between Robert Gregg (“ Gregg ”) and NationsHealth, Inc. (the “ Company ” or “ NationsHealth ”) (collectively the “ Parties ”).

WHEREAS, the Parties are parties to that certain Separation Agreement and General Release, dated December 16, 2005 (the “ Separation Agreement ”), pursuant to which Gregg had certain put rights, including the right to deliver a Put Notice (as defined in the Separation Agreement) to the Company;

WHEREAS, on April 4, 2007, Gregg delivered a Put Notice (the “ Put Notice ”) to the Company, whereby Gregg put $750,000 worth of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), representing 500,000 shares of Common Stock, pursuant to the terms of the Separation Agreement. On or about July 16, 2007, 288,000 shares of Common Stock were transferred to the Robert Gregg Revocable Trust Dated December 18, 2000 (the “ Gregg Trust ”) by RGGPLS, LLC (f/k/a RGGPLS Holding, Inc.) (the “ Stock Transfer ”). On July 16, 2007, Gregg executed an Acknowledgement (the “ Acknowledgement ”), pursuant to which Gregg acknowledged that the proceeds from any sale of shares of Common Stock that Gregg received as part of the Stock Transfer to any third party shall satisfy a portion of the Company’s put obligation pursuant to the terms and conditions set forth in the Separation Agreement, subject to the Company satisfying any Put Shortfall (as defined in the Acknowledgement); and

WHEREAS, the Parties desire to provide for the terms of the Company’s payments to Gregg in connection with the Put Notice, and terminate any further obligations of the Company under the Put Notice and Section 2 of the Separation Agreement, pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the promises and conditions set forth herein, each of the Parties agree as follows:

1. The above recitals are true and correct.

2. The Put Shortfall resulting from the sale of the 275,880 shares of Common Stock received by Gregg as part of the Stock Transfer equals $213,203.55 (the “ Prior Shortfall Amount ”). The Prior Shortfall Amount shall be paid by the Company to Gregg or his designee(s) pursuant to the following payment schedule (the “ Prior Shortfall Payment Schedule ”):

Subject to Paragraph 4(a) below, no interest shall accrue on any unpaid amounts of the Prior Shortfall Amount.

3. (a) If the closing of any Change of Control (as defined below) occurs before the purchase of the 224,120 shares of Common Stock from Gregg pursuant to Section 3(b) below, at such closing, the Company shall pay Gregg or his designee(s) an amount equal to (x) 224,120, multiplied by, (y) the difference between (A) $1.50, and (B) the consideration received by Gregg for the sale of such shares in such Change of Control, as finally determined.

(b) The Company shall either (x) arrange for the sale of 224,120 shares of Common Stock held by Gregg (or his related trust entities), or (y) purchase 224,120 shares of Common Stock from Gregg at the closing market price of such shares of Common Stock on the date of purchase by the Company, in either case, on or before September 1, 2008. Gregg or his designee shall receive the proceeds of such purchase, either by a third-party or the Company, on the date of such sale. The Parties anticipate that the proceeds of the sale of the 224,120 shares of Common Stock shall be less than $1.50 per share of Common Stock (the “ Subsequent Shortfall ”). The Company agrees to pay Gregg or his designee(s) the amount of the Subsequent Shortfall as follows: on the first day of each calendar month, commencing on August 1, 2008, the Company shall pay Gregg an amount equal to the lesser of (x) the Subsequent Shortfall, or (y) $40,000, until the Subsequent Shortfall is fully repaid. Notwithstanding the foregoing, in the event that (i) the sale of these 224,120 shares of Common Stock does not occur prior to August 1, 2008 and (ii) the proceeds of such sale are not less than $1.50 per share of Common Stock such that there is no Subsequent Shortfall, Gregg agrees to promptly repay to the Company any payments made to him pursuant to this Section 3(b).

4 . ( a) In the event the Company fails to make any payment required under Paragraph 2 or 3 above or Paragraph 4(b) below when due and such failure is not cured within five (5) days after written notice thereof is provided by Gregg to an officer of the Company, (i) all unpaid portions under such Paragraph shall bear interest at the rate of 12% per annum, compounded daily, from the date of such failure and (ii) such unpaid portions, together with any such interest thereon, shall become immediately due and payable by the Company; provided, that in no event shall the interest rate exceed the maximum rate allowable under law.

(b) In the event (i) the Company sells all or substantially all of its assets or enters into any transaction or series of transactions whereby holders of its voting securities immediately prior to such transaction(s) do not continue to own a majority of the Company’s (or its successor’s) outstanding voting securities immediately after such transaction(s), (ii) of a Bankruptcy Event (as defined below) (each a “ Change of Control ”) or (iii) any representation made by the Company pursuant to Paragraph 4(d) below is or becomes untrue and in some manner negatively impacts the Company’s ability to pay, or Gregg’s ability to receive or maintain, the payments required by this Agreement, all unpaid portions under Paragraphs 2 and 3 above (together with any interest that has accrued under Paragraph 4(a) above) shall become immediately due and payable by the Company. For purposes of this Paragraph 4(b), “Bankruptcy Event” shall mean the occurrence of any of the following:

(1) The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or

(2) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within forty-five (45) days of commencement.

(c) Each payment by the Company pursuant to this Agreement shall be made without set-off or counterclaim by the Company and shall be made in lawful currency of the United States of America and in immediately available funds by wire transfer to an account designated by Gregg. Further, the Company waives presentment, demand, protest or notice of any kind in connection with any such payment (except as specifically required by this Agreement) .

(d) The Company represents and warrants to Gregg as follows:

(1) The Company has all power and authority to execute, deliver and perform this Agreement and to consummate and perform each of the transactions contemplated hereby, and each of the transactions contemplated hereby have been duly authorized by all requisite action of the Company.

(2) Upon execution and delivery of this Agreement by the Company, this Agreement shall constitute the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that its enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

(3) No consent, approval or authorization of, or registration, qualification or filing with, any federal, state or local governmental or regulatory authority, or any other person, is required to be made by the Company in connection with the execution, delivery or performance of this Agreement or the consummation or performance by the Company of the transactions contemplated hereby.

(4) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, contravene, trigger any rights or conflict with or require any consent under the Company’s governing documents or any provision of any agreement, instrument, law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or its properties.

5. Subject to the compl