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
