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<br />MAIL ORDER PHARMACY <br />SERVICES AGREEMENT <br /> <br />This Agreement is effective as of August 4, 1994, between RX DIRECT, INC., 2307 <br />Clarksville, Paris, Texas 75460, ("Rx Direct") and City of Paris, 150 SE 1st, Paris, Texas <br />75460, ("Sponsor") (sometimes hereinafter called the parties"). <br /> <br />In consideratic;ln of their mutual undertakings, the parties hereby agree as follows: <br /> <br />1. DEFINITIONS <br /> <br />A)" "Average Wholesale Price" ("AWP") is the then current price for a prescription <br />drug as listed in a pharmaceutical industry pricing guide of Rx Direct's choice, including <br />but not limited to the Medi-Span Prescription Pricing Guide, including supplements based <br />on units of 100 for tablets and capsules, pints for liquids and actual package size for all <br />other items. <br /> <br />B) "Co-Payment" ("Co-Payment") shall mean that portion of the cost of the <br />prescription paid directly by a Participant, the amount of which is set forth in Paragraph 5 <br />of this Agreement. <br /> <br />C) "Dispensing Fee" ("Dispensing Fee") shall mean the amount payable by the <br />Sponsor for each prescription dispensed by Rx Direct to a Participant, the amount of <br />which is set forth in Paragraph 5 of this Agreement. <br /> <br />D) "Mail" shall mean to deliver to the United States Post Office for first class delivery <br />in a properly addressed envelope or package, with sufficient postage paid or to United <br />Parcel Service or similar cartier selected by Rx Direct in its sole discretion. <br /> <br />E) "Participants" ("Participants") shall mean those individuals whose names are <br />included on a list of Participants furnished to Rx Direct by the Sponsor in a mutually <br />agreeable form. <br /> <br />F) "Prescription" or "prescription order" shall mean a valid and legal order to <br />dispense a prescription drug under all applicable statutes and regulations of the United <br />States, (including the Food and Drug Administration) and the state and loca1jurisdiction in <br />which the dispensing facility is located, such order being authorized by a person legally <br />qualified to do so. Such terms shall not include (i) appliances, deviceS; " bandages, heat <br />lamps, braces, splints, artificial appliances, heahh and beauty aids, cosmetics, dietary <br />supplements, injectables, (ii) drugs required by law to be labeled: "Caution - Limited by <br /> <br />1 <br />EXHIBIT A <br />