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EXHIBIT 2.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement is entered into by and
among HealthCentral.com, HCC Subsidiary Corp., DrugEmporium.com, Inc., and Drug
Emporium, Inc. as of this 11th day of September, 2000. Capitalized terms used
herein shall have the meaning given those terms in the Asset Purchase Agreement.
W I T N E S S E T H:
WHEREAS, the parties entered into an Asset Purchase Agreement, dated
as of July 24, 2000 (the "Agreement"), and now desire to amend the Agreement in
certain respects;
NOW THEREFORE, the parties agree as follows:
1. Additional Escrow. In addition to the escrow provided for in
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Section 2.06 of the Agreement, on the Closing Date, 87,000 shares of HCC Series
A Preferred Stock to be delivered to Seller on the Closing Date shall be held
back and deposited into a 365-day escrow account with U.S. Bank Trust National
Association, as Escrow Agent, to secure the obtaining of the contract re-
enrollments or consents to assignment covered by this Amendment to Asset
Purchase Agreement and to be administered pursuant to the terms of an Escrow
Agreement in the form attached hereto as Exhibit A.
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2. Allocation of Escrow Shares. The number of shares of HCC Series A
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Preferred Stock to be held in the escrow provided for by this Amendment shall be
allocated among the contracts as to which re-enrollments or consents to
assignment have not been obtained as follows:
<TABLE>
<CAPTION>
Contract Number of Shares
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<S> <C>
Provider Participation Agreement by and between Express 10,000
Scripts, Inc, and Drug Emporium, Inc., dated January 31, 1992.
Independent Health Corporation Network Pharmacy Agreement by 3,000
and between Independent Health Corporation and Drug Emporium,
Inc., dated February 5, 1999.
Provider and Member Pharmacy Agreement by and between PCS 5,000
Health Systems, Inc. and Drug Emporium, Inc.
</TABLE>
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<TABLE>
<S> <C>
Participating Pharmacy Agreement by and between Diversified 8,000
Pharmaceutical Services, Inc., and Drug Emporium, Inc., dated
June 3, 1993.
Participating Pharmacy Agreement by and between Caremark, Inc., 5,000
and Drug Emporium.com, Inc., dated April 24, 2000.
Participating Pharmacy Agreement by and between the Finger 5,000
Lakes Health Insurance Company, Inc., and Finger Lakes Medical
Insurance Company, Inc., and Drug Emporium, Inc., dated
September 1, 1997.
ValueRx Open Network Affiliation Agreement by and between 2,000
ValueRx Pharmacy Program, Inc., and Drug Emporium, Inc., dated
December 21, 1994.
QualChoice Health Plan. 3,333
Community Health Group. 3,333
Empire Blue Cross and Blue Shield. 3,334
Provider Pharmacy Agreement with by and between RESTAT, a 1,000
division of the F. Dohmen Co., and DrugEmporium.com, Inc.
Merchant Agreement by and between Linkshare Corporation and 36,000
DrugEmporium.com, Inc.
Network Services Agreement by and between ProxyMed, Inc. and 2,000
Drug Emporium, Inc.
</TABLE>
As Seller obtains the re-enrollment or consent to assignment for each of the
above contracts, the number of shares allocated to such contract shall be
delivered to Seller, provided that if the re-enrollment or consent for any such
contract is not received within 365 days of the Closing Date, the shares
allocated to that contract shall be forfeited and shall be returned to Purchaser
for cancellation.
3. Enrollments. Pursuant to Section 7.01 of the Agreement, the
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Purchaser hereby waives the Seller's obligation under Sections 3.03(j), 7.01(b)
and 7.01(g) to secure by the Closing re-enrollment of the following Contracts
listed on Schedule 5.06, on the condition that such re-enrollments shall be
obtained in accordance with the Escrow Agreement attached as Exhibit A. Contract
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numbers below correspond to the number of such contract on Schedule 5.06.
42. PCS Health Systems, Inc. Provider Agreement with Drug Emporium,
Inc.
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43. Member Pharmacy Agreement by and between PCS Health Systems,
Inc. and Drug Emporium, Inc.
45. Provider Participation Agreement by and between Express
Scripts, Inc, and Drug Emporium, Inc., dated January 31,
1992.
47. Independent Health Corporation Network Pharmacy Agreement by
and between Independent Health Corporation and Drug
Emporium, Inc., dated February 5, 1999.
48. Amendment to Independent Health Association, Inc.,
Participating Pharmacy Agreement by and between Independent
Health Association, Inc., and Drug Emporium, Inc., dated
February 5, 1999.
50. Participating Pharmacy Agreement by and between Diversified
Pharmaceutical Services, Inc., and Drug Emporium, Inc.,
dated June 3, 1993.
52. Participating Pharmacy Agreement by and between Caremark,
Inc., and Drug Emporium.com, Inc., dated April 24, 2000.
54. Participating Pharmacy Agreement by and between the Finger
Lakes Health Insurance Company, Inc., and Finger Lakes
Medical Insurance Company, Inc., and Drug Emporium, Inc.,
dated September 1, 1997.
55. ValueRx Open Network Affiliation Agreement by and between
ValueRx Pharmacy Program, Inc., and Drug Emporium, Inc.,
dated December 21, 1994.
58. Provider Pharmacy Agreement by and between RESTAT, a
division of the F. Dohmen Co., and DrugEmporium.com, Inc.
60. QualChoice Health Plan.
61. Community Health Group.
62. Empire Blue Cross and Blue Shield.
4. Consents. Pursuant to Section 7.01 of the Agreement, the
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Purchaser hereby waives the Seller's obligation under Sections 3.03(j),
7.01(b) and 7.01(g) to deliver by the Closing consent for the following
Contract listed on Schedule 5.06, provided that such consent shall be
obtained in accordance with the Escrow Agreement attached as Exhibit A.
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Contract numbers below correspond to the number of such contract on
Schedule 5.06.
20. Network Services Agreement by and between ProxyMed, Inc. and Drug
Emporium, Inc.
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<PAGE>
35. Merchant Agreement by and between Linkshare Corporation and
DrugEmporium.com, Inc.
5. Waiver of Consents. Pursuant to Section 7.01 of the Agreement,
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the Purchaser hereby waives the Seller's obligation under Sections 3.03(j),
7.01(b) and 7.01(g) to deliver by the Closing consents for the following
Contracts listed on Schedule 5.06. Contract numbers below correspond to the
number of such contract on Schedule 5.06.
3. Norstar Product Purchase and Maintenance Agreement by and
between Ameritech and DrugEmporium.com, Inc.
4. License and Distribution Agreement by and between Drug
Emporium, Inc. and CollegeClub.com, dated June 30, 1999.
5. Sales Agreement by and between eBiosafe.com and Drug
Emporium, Inc., dated August 12, 1999.
17. HMO and PPO Pharmacy Network Agreement by and between R/X
Pharmacy Solutions, Inc and Drug Emporium, Inc., effective
July 1, 1999.
25. Application for Kentucky Jobs Development Act Tax Credit
Program by Drug Emporium Inc.
26. Memorandum of Agreement regarding Service and Technology
Agreement dated August 26, 1999.
27. Services and Technology Agreement by and between Kentucky
Economic Development Finance Authority.
33. Marketing and Promotional Agreement Addendum by and between
American Express and DrugEmporium.com dated February 17,
2000.
40. License Agreement by and between TrustE and DrugEmporium.com
dated February 14, 2000
44. TDI Pharmacy Services Agreement by and between TDI Managed
Care and Drug Emporium, Inc.
46. Blue Cross and Blue Shield of Michigan Traditional Pharmacy
Participation Agreement by and between Blue Cross and Blue
Shield of Michigan and Drug Emporium, Inc., dated November
22, 1995.
49. Blue Cross of California Preferred Pharmacy Provider
Agreement by and between Blue Cross of California and Drug
Emporium, Inc.
51. Participating Pharmacy Agreement by and between Caremark,
Inc. and Drug Emporium, Inc.
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53. Network Membership Agreement by and between Orange Pharmacy
Equitable Network and Drug Emporium, Inc.
56. Provider Agreement by and between Wisconsin Physicians
Service Insurance Corp. and DrugEmporium.com, Inc.
63. Medi-Cal Provider Agreement by and between EDS Federal
Corporation and Drug Emporium, Inc.
6. Nondisturbance Agreements. Pursuant to Section 7.01 of the Asset
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Purchase Agreement, the Purchaser hereby waives the condition under Section
7.01(l) that each of the lienholders and/or ground lessors having an
interest in the property located at 7642 National Turnpike, Louisville,
Kentucky, shall have entered into Nondisturbance Agreements with the
Purchaser.
7. Environmental Study. Pursuant to Section 7.01 of the Agreement,
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the Purchaser hereby waives the condition under Section 7.01(c) that a
reasonably satisfactory Phase I environmental study be completed.
8. Named Insured. Pursuant to Section 7.01 of the Agreement the
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Purchaser hereby waives the requirement under Section 7.01(d) that it be
named as the insured on the condition that it is named as an additional
insured.
9. Reimbursement of Expenses. Seller and Shareholder agree to
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indemnify HCC and Purchaser with respect to, and promptly reimburse HCC and
Purchaser for, any and all reasonable expenses incurred by HCC and
Purchaser to comply with the Decision and Order dated September 2, 2000 in
the Arbitration proceeding between DrugEmporium.com, Inc., Drug Emporium,
Inc. and the named franchisees and any subsequent orders relating thereto.
10. No Other Changes. Except as otherwise provided herein, the
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Agreement shall remain unchanged.
[Rest of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the day and year first above written.
HEALTHCENTRAL.COM
By: /s/ C. Fred Toney
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Name: C. Fred Toney
Title: Executive Vice President
and Chief Financial Officer
HCC SUBSIDIARY CORP.
By: /s/ C. Fred Toney
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Name: C. Fred Toney
Title: President
DRUGEMPORIUM.COM, INC.
By: /s/ David L. Kriegel
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Name: David L. Kriegel
Title: Chief Executive Officer
DRUG EMPORIUM, INC.
By: /s/ David L. Kriegel
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Name: David L. Kriegel
Title: Chief Executive Officer
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