AMENDMENT TO PRIME VENDOR AGREEMENT

Exhibit 10.1

AMENDMENT TO PRIME VENDOR AGREEMENT

     This Amendment to Prime Vendor Agreement (this “Amendment”) is made as of the 22nd day of October, 2008, by and between AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and Assured Pharmacy, Inc., a Nevada corporation (“Customer” and together with ABDC, the “Parties”).

RECITALS

     A.     The Parties have previously entered to the Prime Vendor Agreement, dated as of July 1, 2008 (the “Prime Vendor Agreement”) and desire to continue to the relationship under the terms of the Prime Vendor Agreement.

     B.     The Parties desire to amend the Prime Vendor Agreement as further set forth herein.

     C.     Section 9.3 of Exhibit 3 to the Prime Vendor Agreement permits the Parties to modify the Prime Vendor Agreement if such modification is in writing and signed by each of the Parties.

     D.     Customer has entered into that certain Securities Purchase Agreement, dated October 7, 2008 (the “Purchase Agreement”), by and between Customer and APHY Holdings LLC, pursuant to which Customer shall undergo a Change in Control.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

     1.      Amendment of Section 3 . Section 3 of the Prime Vendor Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“ABDC will deliver Products to each Facility five days a week (Monday-Friday), once a day except holidays and warehouse physical inventory days. Additionally, Customer will be entitled to one emergency delivery p