GOODWILL PROTECTION AGREEMENT

EXHIBIT 10.8

GOODWILL PROTECTION AGREEMENT

THIS GOODWILL PROTECTION AGREEMENT is made effective the 26th day of March, 2008, between APOTHECARYRX, LLC, an Oklahoma limited liability company (the “Buyer”) and GARY NICHOLS, an individual (the “Seller”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Pharmacy Purchase Agreement dated effective March 24, 2008, (the “Purchase Agreement”) among the Buyer, the Seller and Pendergraft Drugs, Inc., the Buyer purchased the Seller’s pharmacy business located in Oklahoma City, Oklahoma (the “Business”) for a sum in excess of $550,000.00;

WHEREAS, the Seller has operated the Business for numerous years during which time the Seller has built a strong patronage which is the predicate on which the Seller’s Business is based;

WHEREAS, the Seller has partnered with the owner of Newt’s Discount Pharmacy located at 102 W. Noble Ave., Guthrie, OK 73044 (“ND Pharmacy”) which pharmacy is also being purchased by the Buyer at the same time as the Business; and

WHEREAS, to induce the Buyer to perform the Purchase Agreement and to protect the goodwill purchased by the Buyer in the Business, the Seller has 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 Seller agrees as follows:

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.  The Seller’s employment with the Buyer will not violate the terms 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 Seller expressly agrees 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 Seller 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 Seller 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 Seller’s execution, delivery and performance of this Goodwill Protection Agreement, the Buyer agrees to pay to the Seller sixty (60) monthly payments each in the amount of $916.66.  The monthly payments will commence on May 1, 2008, and be made on the 1st day of each month thereafter through and including April 1, 2013.  Each such payment will be sent by regular mail to the addresses provided under Paragraph 6.1 of this Goodwill Protection Agreement.  The Buyer will be in default if (i) a monthly payment is not delivered to the Seller within five (5) days of its due date and (ii) such payment has not been delivered ten (10) days after the Buyer’s receipt of notice of non-payment.

4.             Default by Seller.  If the Seller fails to perform any obligation contained in this Goodwill Protection Agreement, the Purchase Agreement or any instrument entered into in connection

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therewith, the Buyer will serve written notice to the Seller specifying the nature of such default and demanding performance.  If such default has not been cured within five (5) business days after receipt of such default notice, the Buyer will be entitled to demand specific performance, suspend performance of any obligation under this Goodwill Protection Agreement, the Purchase Agreement or any instrument entered into in connection therewith, or exercise all remedies available at law or in equity.  Given the nature of the Pharmacy Business, the parties acknowledge and agree that the goodwill sold by the Seller and purchased by the Buyer cannot be protected if the provisions of this Goodwill Protection Agreement are not strictly enforced.  Accordingly, the parties acknowledge and agree that if there is a breach by the Seller of the provisions of this Goodwill Protection Agreement, money damages alone will not be adequate and the Buyer will be entitled to an injunction restraining the Seller from violating the provisions of this Goodwill Protection Agreement.  In addition to the foregoing and any other remedies available to the Buyer, at law or in equity, in the event the Seller is in default and the Buyer is diligently pursuing a judicial remedy, the periods specified in paragraphs 1.1, 1.2 and 1.3 will be tolled until the conclusion of the judicial action (the “Tolling Period”) and such periods will be automatically extended by the number of days elapsed during the Tolling Period.  The remedies provided by this Goodwill Protection Agreement are cumulative and will not exclude any other remedy to which a party might be entitled under this Goodwill Protection Agreement.  In the event, a party elects to selectively and successively enforce such party’s rights under this Goodwill Protection Agreement, such action will not be deemed a waiver or discharge of any other remedy.

5.             Default by Buyer.  If the Buyer defaults in the payments under this Agreement or the Promissory Note delivered to the Seller pursuant to the Purchase Agreement, then (i) the Seller’s obligations under this Agreement will immediately terminate, (ii) the remaining payments due under paragraph 3 will be accelerated and will be immediately due and payable, and (iii) the Seller may exercise all remedies available at law or in equity to collect the remaining balance due.

6.             Miscellaneous.  It is further agreed as follows:

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[Signature Pages Follow]

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SIGNATURE PAGE TO GOODWILL PROTECTION AGREEMENT

IN WITNESS WHEREOF, this Agreement has been executed by the parties effective the date first above written.

SIGNATURE PAGE TO GOODWILL PROTECTION AGREEMENT

IN WITNESS WHEREOF, this Agreement has been executed by the parties effective the date first above written.