LEASE AGREEMENT 679: GOODWILL PROTECTION AGREEMENT FOR SELLER FINANCED SALE OF PHARMACY $99.95

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This Goodwill Protection Agreement relates to the sale of a pharmacy to a new owner operator. This agreement contains non-compete provisions that prohibit the selling pharmacists from operating other pharmacies except as permitted in the agreement.

These pharmacists (who are the sellers of the pharmacy to the new buyer operator) receive payments for restricting their professional activities as provided in the agreement.

This is a companion agreement to PA12335 PHARMACY BUSINESS ASSET PURCHASE AGREEMENT PARTIALLY FUNDED WITH SELLER FINANCING.

Number of Single Spaced Pages: 8

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GOODWILL PROTECTION AGREEMENT

THIS GOODWILL PROTECTION AGREEMENT is made effective the ____ day of _____, 20__, among PHARMACY BUYER, LLC, a ___________ limited liability company (the "Buyer") and Mr. Competent Pharmacist, an individual, and Mr. Second Pharmacist (each a "Seller" or collectively "Sellers").

RECITALS:

WHEREAS, pursuant to that certain Pharmacy Purchase Agreement dated _____________, 20__, (the "Purchase Agreement") the Buyer purchased the pharmacy businesses described at Exhibit "A" attached as a part hereof (together, the "Business") for a sum in excess of $_______;

WHEREAS, the Sellers are the Shareholders of the Companies as set forth at Exhibit "A" hereto and have operated the Business for numerous years during which time the Sellers have built a strong patronage which is the predicate on which the Business is based; and

WHEREAS, to induce the Buyer to perform the Purchase Agreement and to protect the goodwill purchased by the Buyer in the Business, the Sellers have agreed to execute, deliver and perform this Goodwill Protection Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Noncompetition Covenant. The Sellers agree as follows:

1.1. For the five (5) year period beginning on the date of this Goodwill Protection Agreement, the Sellers agree that the Sellers, the Sellers’ affiliates and any person receiving a portion of the Purchase Price under the Purchase Agreement will not undertake any plan, program or effort designed or intended to, directly or indirectly, contract or provide, solicit or offer to prepare, dispense or sell at retail any pharmacy, prescription or over the counter drugs or pharmaceuticals (the "Pharmacy Services") to any person and the family members of any person, or any entity and the affiliates of any entity, who acquired Pharmacy Services within the past five (5) years from the Business (the "Customers").

1.2. For the five (5) year period beginning on the date of this Goodwill Protection Agreement, the Sellers agree that the Sellers, the Sellers’ parents, subsidiaries, affiliates and shareholders and any person receiving a portion of the Purchase Price under the Purchase Agreement will not, directly or indirectly, conduct any Pharmacy Business within ten (10) miles of any location of the Business.

For purposes of this Goodwill Protection Agreement, the term "Pharmacy Business" means: owning, managing, operating, controlling, engaging in or being connected with as a partner, investor, stockholder, creditor, guarantor, advisor, employee, independent contractor or consultant, the business of offering, soliciting, conducting or providing Pharmacy Services. Notwithstanding the foregoing, the Sellers’ employment with the Buyer will not violate the terms of this Agreement, and the owning or operating of a Pharmacy Business or conducting Pharmacy Services by a Seller or by Sellers at any of the following locations (the "Clinics") will not violate paragraph 1.1 or 1.2 of this Agreement provided that none of the Customers are solicited outside of the Clinics:

(a) Clinic 1, located at: _________________,

(b) Clinic 2, located at: _________________ , and

The locations of the Clinics may not change without the written consent of the Buyer. It is further agreed that assistance rendered by any of the Sellers to any of the Companies pursuant to the performance of a certain Transition Agreement (as defined in such Purchase Agreement) will not be deemed a breach of this Agreement.

2. Separate Covenants. This Goodwill Protection Agreement will be deemed to consist of a series of separate covenants independent from any provision of the Purchase Agreement. The Sellers expressly agree that the character, duration and geographical scope of this Goodwill Protection Agreement are reasonable in light of the circumstances as existing on the date of this Goodwill Protection Agreement. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope of this Goodwill Protection Agreement is unreasonable in light of the circumstances as then existing or existing at the execution of this Goodwill Protection Agreement, then it is the intention and the agreement of the Sellers and the Buyer that this Goodwill Protection Agreement be construed by the court and given effect in such a manner as to impose only the restrictions on the conduct of the Sellers which are reasonable in light of the circumstances as then existing and as are necessary to assure the Buyer of the intended benefit of this Goodwill Protection Agreement. If, in any judicial proceeding, a court refuses to enforce all of the separate covenants deemed included herein because, taken together such covenants are more extensive than necessary to assure the Buyer of the intended benefit of this Goodwill Protection Agreement, it is expressly understood and agreed between the parties that those covenants not to be enforced in such proceeding will, for the purpose of such proceeding, be deemed eliminated from the provisions hereof.

3. Periodic Payments. As additional consideration for the Sellers’ execution, delivery and performance of this Goodwill Protection Agreement, the Buyer agrees to pay to each of the Sellers sixty (60) monthly payments each in the amount of $________ allocated as follows:

(a) $______ to Mr. Competent Pharmacist;

(b) $______ to Mr. Second Pharmacist;

or in such other amounts directed in a writing signed by all of the Sellers. The monthly payments will commence on ____, 20___, and be made on the 1st day of each month thereafter through and including ____, 20____. Each such payment will be sent by regular mail to the addresses for each Seller provided under Paragraph 6.1 of this Goodwill Protection Agreement or such other address designated by the applicable Seller from time to time.

(continued)

End of Excerpt

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