EXHIBIT B

PAYMENTS

A.

In consideration of the services provided by Contractor in Exhibit A, County shall pay Contractor based on the following fee schedule:

1.

County shall pay Contractor for pharmaceuticals provided to residents not covered by Medicare, Part D, at rates established for Medi-Cal patients.

2.

County agrees to notify Contractor as to the status of each resident regarding source of reimbursement for prescription drugs and supplies and in case of a Medi-Cal resident, shall provide to Contractor an appropriate Medi-Cal ID card or P.O.E. sticker on a prompt and timely basis to avoid delays in pharmacy billings. County also agrees that it shall notify Contractor as to changes in status or source of reimbursement on a prompt and timely basis. County shall give Contractor reasonable access to all resident records, facilities, and supplies necessary for the performance of its duties herein, and Contractor agrees that it will furnish to County upon request all reciprocal information relating to the drugs and supplies furnished to County or patients therein.

3.

In all instances where County processes billing and remittance on behalf of Contractor, County agrees to promptly process said claims received from Contractor and to remit the same to Contractor within sixty (60) days of receipt of Contractor's statement without regard to collectability.

4.

In the event of any dispute arising from any claim or bill submitted by Contractor, Contractor shall have access to all reasonable and necessary documents and records that would in the discretion of Contractor tend to sustain its claim. Further, where County is an intermediary in the processing of said claim, County shall promptly furnish to Contractor any information regarding the status of the claim and shall grant to any fiscal agency involved the right to discuss status of the claim with Contractor.

5.

County shall pay for any drugs, supplies, or ancillary equipment purchased on its own account and shall remit payment on same promptly according to the terms extended by Contractor upon receipt of bill from Contractor. The purpose of said drugs, supplies, and equipment is not required by this contract. This amount shall not exceed the limits as set forth in paragraph 2 of this Agreement.

6.

County may at its option purchase from Contractor, and Contractor agrees to sell to County, all stock supplies whose use may not be attributed to a single resident.

7.

In the event of the referral of a Medi-Cal pending resident, the County shall have four (4) months to provide proof of eligibility. After this time, Contractor shall bill the resident or Conservator.

8.

Maximum amount for pharmacy services shall not exceed ONE MILLION FOUR HUNDRED THIRTY-EIGHT THOUSAND AND ONE DOLLARS ($1,438,001).

B.

For providing consulting services, Contractor shall be paid based on the following:

1.

Contractor will be compensated by County for consultant pharmacy services rendered from the first day of a calendar month to the last day of that calendar month ("Billing Period") according to invoices submitted by Contractor to County. Contractor shall be compensated at a rate of THREE DOLLARS AND FIFTY CENTS ($3.50) per bed per month, based upon invoices submitted for the applicable billing period.

2.

The maximum amount for consulting services will not exceed FIFTY THOUSAND DOLLARS ($50,000) during the term of this Agreement. County shall have the right to withhold payment if County determines that the quantity or quality of work performed is unacceptable.

C.

The term of this agreement is July 1, 2008, to December 31, 2011. Maximum payment for services provided under this agreement will not exceed ONE MILLION FOUR HUNDRED THIRTY-EIGHT THOUSAND AND ONE DOLLARS ($1,438,001).