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SEYFARTH

A T TOR

N

E

Y

S

SHAW

E. Scripts MD, L.L.c. 2000 Powers Feny Road Suite 405 Marietta, GA 30067

August 2002

55

EAST

MONROE

STREET

~

SUITE

4200

CHICAGO, ILLINOIS 60503-5803

AREA CODe (312) 346-8000

fEDERAL 10 36-2152202

ATLANTA

BOSTON

CHICAGO

HOUSTON

ANGELES

YORK

SACRAMENTO

FRANCISCO

LOS

NEW

SAN

WASHINGTON,

D.C.

BRUSSELS

Invoice No. 810467

142533569/33569-000001

S2

For legal services rendered through the month of July 2002

General Corporate

Date

Attorney

Hours

Value

Description

06110/02

J. Cunningham

3.30

627.00

Conference with D. Traub at VWN offices. Receive assignments: state tax research; analysis

 

of Strategies, Inc.;

organization of Porta Scripts,

LLC and Stoufflet Consultants, Inc. minute books.

06111102

J. Cunningham

3.40

646.00

Revise and return to D. Traub memorandum to VWN principals. Review Strategies, Inc. materials for advice.

06112/02

J.

Cunningham

.80

152.00

Conference with D. Traub regarding E-Scripts MD, LLC 401(k) plan; forward same to F. Singerman for commentTelephone conferences with F. Singerman and A. Bolling regarding same.

06114/02

J. Cunningham

8.60

1,634.00

Review Strategies, Inc. materials and United Parcel Service v. United States case. Prepare and deliver to D. Traub memorandum regarding Strategies, Inc. Product (7.5). Prepare and supervise A. Clavell in organization of Traub & Associates, LLC. (1.1).

06117/02

J. Cunningham

4.50

855.00

Revise filed documents for Traub & Associates, LLC. Research state sales tax requirements for prescription pharmaceutical sales, and income tax filing requirements from same activities.

BILLS

,0.11.£

DUE

AND

P'AY"'-BLE

uroN

RECElrT

TillS STATE~IENT POES

NOT

INeLunl:

[It'ENS&S

NOT

ytT

RECEIVED

BY

THIS OFFICE

WHICH

MICHl

HAVE

BEEN

INCURRED

DURING

THE

PERIOD

COVERED

BY

TillS

BILLING

SEYFARTH

ATTORNEYS

E. Scripts MD, L.L.c.

SHAW

Invoice No. 810467

1425/33569

Page 2

Date

Attorney

Hours

Value

Description

06/18/02

A. Clavell

3.70

425.50

Telephone call from Jeff Cunningham regarding how to prepare a trade name and telephone call to Mr. Traub regarding same, telephone call from Mr. Traub; trade name research; check database regarding tradename forms for Mr. Traub, prepare specimen trade name application and letter to the Clerk of Cobb County Superior Court and telephone call to Cobb County Superior Court regarding applicable filing fees; meeting wi.th· Mr. Cunningham, prepare name reservation for Traub & Associates, LLC and prepare new minute books for Traub & Associates, LLC, Porta Scripts, L.L.C. and new minute book and minute book organization for Stouffiet Consultants, Inc., prepare letter to the Secretary of State of Georgia, receipt of e-mail from the Secretary of State of Georgia approving name reservation, preparation of Secretary of State Transmittal Information form, prepare Articles of Organization and payment receipt, telephone call to courier and e-mail to Mr. Traub forwarding the bank consent; e-mail from Mr. Traub, facsimile to Mr. Traub enclosing certified Articles or Organization;prepare annual registration

06/21/02

J. Cunningham

2.80

532.00

Review Trust documents prepared by M. Hoffman and delivered to C. Stouffiet. Research Georgia Trust Law for effect of Trust documents. Prepare memorandum describing effects and deliver to C. Stouffiet, D. Traub.

06/24/02

A.

Clavell

5.40

621.00

Review of Stoufl]et minute book, prepare subscription agreements and share certificates for Messrs. Riggins, Soberl, and Stoufl]et, prepare directors and shareholders consents approving Amended and Restated Articles of Incorporation, prepare Amended and Restated Articles of Incorporation, prepare directors and shareholders consent approving Amended and Restated Bylaws, prepare Amended and Restated Bylaws, prepare and amend organizational consent, amend share certificates to add signature line for the Secretary

06/26/02

A.

Clavell

.50

57.50

Prepare annual registration for Porta Scripts, L.L.c., prepare tabs for minute books (Porta Scripts, L.L.C. and Traub & Associates, LLC)

SEYFARTH

ATTORNEYS

SHAW

E. Scripts MD, L.L.C.

Invoice No. 810467

1425/33569

Page 3

Date

Attorney

 

Hours

Value

Description

06/28/02

J. Cunningham

3.00

570.00

Review Strategies, Inc. insurance plan and advise D. Traub regarding efficacy.

07/02102

J.

Cwmingham

1.50

285.00

Review tax provisions of and prepare memorandum regarding insurance trust proposal of SFI Strategies, Inc. based on opinion of Richards, Faux, Riley and Farr.

07/03/02

J. Cunningham

2.10

399.00

Prepare for delivery to D. Traub and C. Stoufflet memorandum addressing SFI Strategies Insurance Trust proposal. Deliver memof1lPdurn and other documents to Traub & Associates offices. Conference call with C. Stoufflet, D. Traub regarding personal trusts.

07/09/02

J. Cunningham

5.70

1,083.00

Prepare memorandum on sales tax on pharmaceuticals in Alabama, California, Maryland, Mississippi, New Jersey, North Carolina, and South Carolina. Telephone conference with M. Hoffman regarding trusts prepared for C. Stoufflet and E. Riggins at request ofT. Sobert. Summarize Hoffinan conference for D. Traub.

07111/02

J.

Cunningham

3.50

665.00

Prepare for conference with D. TraUb, C. Stoumet, T. Sobert at offices ofD. Traub. Travel and attend conference with D. Traub, C. Stoumet, T. Sobert.

07/12102

J.

Cunningham

2.30

437.00

Prepare for delivery to D. Traub memorandum on certain provisions of Operating Agreement of E Scripts, MD, LLC.

07115/02

J. Cunningham

1.20

228.00

Review, revise and deliver to D. Traub and C. Stoumet memorandum regarding decisions to be made prior to preparation of LLC Operating Agreement.

07/23/02

J.

Cunningham

5.80

1,102.00

Office visit - M. D. Traub - to receive instruction for handling matters during M. D. Traub's vacation. Conference with C. Stoufflet regarding matters to be covered dwing M.D. Traub's vacation. Conference with C. Stoufflet regarding provision of patient contact information to FenIPhen?Redux plaintiffs group.

07/25/02

J. Cunningham

6.40

1,216.00

Prepare admission, organization, and transfer documents for E-Scripts subsidiary or affiliated entities to implement new structure.

SEYFARTH

ATTORNEYS

SMW

E. Scripts MD,. L.L.C.

Invoice No. 810467

1425133569

Page 4

 

Attorney

Hours

Value

Description

07129/02

J. Cunningham

5.90

1,121.00

At office ofD. Traub: Respond to notices, file correspondence, conferences with C. Stouftlet, T. Sobert, E. Riggins regarding structure, operations, status of ongoing matters.

07/30/02

J. Cunningham

4.30

817.00

Confer with R. White regarding messages and mail. Prepare suggested revisions to structure for simplification. Prepare documentation for intercompany purchase and sale of assets.

07/31/02

. J. Cunningham

2.30

437.00

Telephone conference with T. Sobert regarding business investment opportunity (real property for foreclosure). Travel to office ofD. Traub with sample documents for transaction. Conference with R. Gibson regarding transaction structure. Conference with T. Sobert regarding transaction and structure.

Total Hours

77.00

Total Fees

$13,910.00

-

SEYFARTH

A T TOR

N

E

Y s

SHAW

E. Scripts MD, L.L.c. 2000 Powers Ferry Road Suite 2-4 Marietta, GA 30067

November 2002

55

EAST

MONROE

STREET

-

SUITE

4200

CHICAGO,

ILLINOIS 60603~S803

AREA CODE

(3il)

346-8000

FEDERAL ID 36-2152202

LOS

ATLANTA

BOSTON

CHICAGO

HOUSTON

ANGELES

NEW

YORK

SACRAMENTO

SAN

FRANCISCO

D.C-

BRUSSELS

WASHINGTON,

Invoice No. 826794

1425 33569/33569-000001

S2

For legal services rendered through the month of October 2002

General Corporate

Date

08/01/02

08/01/02

08/02/02

08/05102

Attorney

Hours

Value

Description

R. Trusty

.20

53.00

COIi.ference with J. Cunningham regarding foreclosure procedure, issues.

J.

Cunningham

7.00

1,330.00

Work from e-Scripts offices. Assist T. Sobert with investment in real estate foreclosure venture. Prepare documentation for same. Review correspondence and file or respond as appropriate. Prepare and deliver response to Georgia Department of Labor appealing its decision regarding Thorn Gray. Conference with E. Riggins and T. Sobert regarding call center operations and propriety of conducting live training using refill only patients. Contact Arent Fox regarding same.

J. Cunningham

5.80

1,102.00

Respond via e-mail to Nevada Board of Pharmacy cease and desist demand. Prepare transactional and transfer documentation for e- Scripts change of organizational structure.

J.

Cunningham

4.80

912.00

Prepare for T. Sobert revised agreement with Media Jelly for certain consulting services. Prepare for R. Sobert letters to RIll and Office Mates 5 regarding replacement employee policy for permanent placement finder's fees and payment of invoiced amounts.

THIS

STATEMENT

BILLS ARI:

DOES

NOT

DUE

AND

INCLUDE

'4YABl.E

EXrEf'UES NOT

lIrON

V£T

II.ECEIrT

RECEI\'ED

BY

THIS

WIIICIl MICHT itA"!: 8E£N

INCUIUl,ED

DURINe THE

,ERIOD

COVERED BY THIS

OFFICE

BILLINC

JEYFARTH ATTORNEYS SHAW E. Scripts MD, L.L.C. Invoice No. 826794 1425/33569 P a g e

JEYFARTH

ATTORNEYS

SHAW

E. Scripts MD, L.L.C.

Invoice No. 826794

1425/33569

Page 2

Date

Attorney

Hours

Value

Description

08/06102

J.

Cunningham

1.60

304.00

Confer with A. Shuren of Arent Fox regarding scheduling conference call for call center setup. Confer with C. Stoufflet regarding structure of reorganization, and which company will employ E-scripts Members.

08/07/02

J.

Cunningham

6.50

1,235.00

Work from client offices. Finalize transaction

 

document forms.

Confer with C. Stoufflet and T.

Sobert regarding information required for reorganization transaction documents: assets to be transferred, contracts, licenses, agreements to be transferred, authorizations to obtain, employees to transfer, etc.; confer with J. Davis regarding scheduled depositions.

08/08/02

J.

Cunningham

.30

57.00

Deliver revised Media Jelly agreement to C. Lopresti per T. Sobert.

08/09/02

J.

Cunningham

2.60

494.00

Conference call with Arent Fox attorneys at E- Scripts location. Receive from D. Traub responses and comments regarding upcoming scheduled depositions; forward or paraphrase same for T. Sobert and C. Stoufflet.

08/12102

J.

Cunningham

2.30

437.00

Work from client offices. Conference with C. Stoufflet regarding structure and items needed following Arent Fox conference call. Review Discount Nutrition Lease Agreement for K. Bowen at request of C. Stoufflet.

08/14/02

J.

Cunningham

3.10

589.00

Work from client offices. Conference with K. Bowen regarding Discount Nutrition franchise at request of C. Stoufflet.

08/15/02

J.

Cunningham

.30

57.00

Review and suggest revisions for response to Mr. Archer regarding wife's purchases via website.

08/19/02

J.

Cunningham

1.20

228.00

Prepare Flow of Funds and Goods Chart for C. Stoufflet. Locate and deliver to D. Traub state surveys of internet medical law prepared by Arent Fox.

08/26/02

J.

Cunningham

1.40

266.00

ModifY and revise letter to P&B Construction regarding investment by T. Sobert. Assist D. Traub in preparation of statement for press.

10/17/02

J.

Cunningham

1.40

266.00

Revise and deliver to D. Traub Operating Agreement of e-Scripts.md, LLC. Incorporate power of Manager to terminate employment of

Officer.

review Asset Purchase Agreement for myemd.com from e-Scripts.md, LLC.

.Prepare and deliver to D. Traub for

-------- ----

JAN-15-2003

14:29

.PATRICK STOCKTON-COLON

<

404 541

6800

P.07

-==dILPATRICK STOCKTON LLP

P/4!4S~remU pay".~tlts 10:

P.O. Bo'l 945614

AUutll, CC!o"r:i

30394

Tclcphont (866) 244-49'34

Fed. J.D.

No. S8-0SJl774

INVOICE FOR PROFESSIONAL SERVICES AND OTHER CHARGES

INVOICE FOR PROFESSIONAL SERVICES AND OTHER CHARGES NOVEMBER 14,2002 CHRISTOPHER STOUFFLET eSCRlPTS, INC. 2000

NOVEMBER 14,2002

CHRISTOPHER STOUFFLET eSCRlPTS, INC. 2000 POWERS FERRY ROAD SUITE 405 MARIETTA, GA 30067

RE: COMPLIANCE

Client: 33253 Matter: 269725 Invoice # 10592172

POSTED

PROFESSIONAL SERVICES RENDERED THROUGH OCTOBER 31, 2002:

DATE

IN/T/ALS

DESCRIPTION

08/23/2002

GLJ

Prepare iJlvestigative report regarding meeting with Investigator Baker.

08/27/2002

CEB

Telephone conference with Buddy Parker regarding recent media coverage and grand jury investigation; review Marietta Daily Journal articles.

09/02/2002

CEB

Review Georgia Telemedicine Act; letter to Buddy Parker regarding same.

09/06/2002

CEB

Conference with Buddy Parker regarding grand jury subpoenas and request for infonnation regarding contracts with eScripts doctors.

10/01/2002

CEB

Telephone conference with Buddy Parker regarding research on privacy issues; email to Chris and Troy regarding same.

10/02/2002

CEB

Telephone conference with Phillip Street regarding grand jury subpoena issue and privacy concerns.

10/02/2002

GU

Call to Buddy Parker; call from Mr, Parker; call to Jerry Froelick.

10/03/2002

CEB

Letter to Buddy Parker regarding research issues on grand jury SUbpoenas; conference with Frank McDaniel.

Other Charges include a reasonable allocation of related overhead expenses.

Atlanta

Due and Payable upon receipt.

1% intere~t per month charged

on balances after 30 days

Augusta

Charlotte

London

MIami

R.-Ielgh

Reston

Stockholm

Washington

Winston-Salem

JAN-1S-2003

14:29

33253/269725

KILPATRICK STOCKTON-COLON

404

541

6800

Page 2

DATE

INITIALS

10/0312002

FEM

10/07/2002

FEM

10/0912002

GLJ

DESCfUPTION

Conference with Craig Bertche regarding handling of gJand jury subpoenas for disclosure of patient related information.

Review of HIPPA statute and proposed and final regulations, along with comments and commentary relating thereto; telephone conference with Craig Bertchc and Barry Alexander regarding same.

Travel to Atlanta; meeting with Jerry FroeJick & Troy

Sobert.

Total Fees

$3,192.00

SUMMARY

CEB

FEM

GLJ

Craig E. Bertscbi Frank McDaniel Gerald L. Jones

Total Hours

HOURS

2.50

2.60

9.20

14.30

RATE/HOUR

350.00

325.00

160.00

P. 138

OTHER CHARGES:

Long Distance Charges Photocopies Facsimile Charges Gerald L. Jones - Meals Travel to Atlanta, GA 8/20-21/02 Gerald L. Jones - Travel to Atlanta, GA 8120-21/02 Gerald L. Jones - Travel to Atlanta, GA 10/9/02 Cheyenne Investigations, Inc.; Unlisted phone nwnber research regarding Ahmadi Alayna Bradley

Total Other Charges

3.75

8.55

15.75

103.20

377.95

135.39

50.00

$ 694.59

~AMOIINTDIIETHIS INVOICE

E-Scripts.md. LLC

770-859-9022

2000 POWERS FERRY RD

#405

MARIETTA, GA 30067

ORDER PAY TO THE OF

Kilpatrick Stockton LLP

BANK OF AMERICA

64-51610

$3,886.59

08849

 

113012003

$

**3.991.59

Three Thousand Nine Hundred Ninety-One and 59/100**********************************************************************

:.::

:====:: -

DOLLARS

----~====::-~-:---,:;;~;;:;~:::z:;;;:;;;::;;;:;;:;;----------------.::

MEMO

Kilpatrick Stockton LLP P. O. Box 945614 Atlanta, GA 0392

MEMO Kilpatrick Stockton LLP P. O. Box 945614 Atlanta, GA 0392 :.:: AUTHORIZED SKiNATURE 00:1 27

:.::

AUTHORIZED SKiNATURE
AUTHORIZED SKiNATURE

00:1 27 780 ~ 2'1811'

- -

TRAUB

VIA FACSIMILE (404-892-9750) Craig Gillen, Esq. William Parker, III, Esq. Gillen, Cromwell, Parker & Withers, LLC

3490 Piedmont Road, N.E.

Suite 1050 Atlanta, Georgia 30305

VIA FACSIMILE (404-881-8040) Mr. Jerome J. Froelich Jr. McKenney & Froelich

Two Midtown Plaza Suite 1250

1349 W. Peachtree St.

Atlanta, GA 30309

Re:

Gentlemen:

e-Scripts.MD, LLC

ASSOCIATES LLC

August 23,2002

The purpose of this letter is to alert you to an three-part article that will be published in the Marietta Daily Journal this Sunday, Monday, and Tuesday on internet pharmacies and, as a case study, e-Scripts.MD.com.

I received a telephone call from Michelle Granoff (770.428.9411 x. 209) who had been referred to this office from e-Scripts asking for an interview or comments from e-Scripts on their business. Apparently, someone at the DEA's office told her that e-Scripts' websites contain seven controlled substances and that bye-Scripts offering these controlled substances via website questionnaires, they were violating the law. I told her that e-Scripts does not answer interviews, etc. but that on behalf of this office, I can tell her that all of my clients, including e-Scripts, who participate in this industry utilize only U.S. licensed physicians and pharmacies and comply with all state and federal laws. As an example, once Nevada, the only state to officially have a law outlawing this type of activity, enacted its laws, my clients stopped all activity in that state.

She tried to argue other points and I reiterated e-Scripts' "no comment" policy. contact her for follow-up if you would like.

You may

If you have any further questions, please do not hesitate to contact me.

2000 POWERS FERRY ROAD

SUITE 2-1A

MARIETTA, GA

Very truly yours,

- 1 A M A R I E T T A , G A Very truly

30067

PH: 770.980.9004

FAX: 770.980.0622

RE: Attorney's from New Orleans

Saturday, June 21, 2008 5:49 PM Subject RE: Attorney's from New Orleans From bparker@gcpwlaw.com To
Saturday, June 21, 2008
5:49 PM
Subject RE: Attorney's from New Orleans
From bparker@gcpwlaw.com
To
Chris Stoufflet
Cc 'erigs@mindspring.com'; Troy Sobert
Sent
Tuesday, December 03, 2002
12:45 PM

I was contacted late yesterday evening by Ralph Capatella (sp) (504.582.2425) He talked as if you and he know each other. He identified that he is representing your “friends” in criminal matters. He said that a Federal Grand Jury in Birmingham has issued subpoeae to them. He understood that you were being investigated. I confirmed that I represented your interests and those of the companies in an investigation being conducted by the US Attorney’s office here in Atlanta. He said that the purpose of his call was to try to get me to urge you to settle the civil case. He said that he did not want to have to recommend to his clients that they assert the Fifth Amendment is answers to deposition questions. He said that he didn’t think that I would want you to be taking the Fifth. He said that he thought that you operated “a little bit better than [his clients}”, but that you probably still had some problems. He said that we may need to

cooperate together in fighting the government.

I told him the issue was not you, but whether the doctors

were lawfully practicing medicine and whether they had a legitimate medical reason for issuing the

 

prescription.

Other than that I did not discuss any particulars about our case. I told him that I would

convey his comments to you. What do you know about this guy?

Buddy Parker, Esq.

Gillen Cromwell Parker & Withers LLC One Securities Centre, Suite 1050

3490 Piedmont Road, NE

Atlanta, GA 30305 (404) 842-0343 - Phone (404) 842-9750 - Fax bparker@gcpwlaw.com - e-mail

The information contained in this e-mail transmission is intended for the use of the designated recipients named above. This message may be an attorney-client communication and as such is privileged and confidential. If the reader of this message is not the intended recipient or agent responsible for delivering it to the intended recipient, you are hereby notified that you have received this document in error and that any review, dissemination or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone or return e-mail and return the original message to us. Thank you.

-----Original Message----- From: Chris Stoufflet [mailto:chris.stoufflet@stoufflet.com] Sent: Monday, December 02, 2002 6:52 PM To: bparker@gcpwlaw.com Cc: erigs@mindspring.com; tsobert@escriptsmail.com Subject: Attorney's from New Orleans

Hello again Mr. Parker,

It was great to speak to you today.

Important Page 1

If you speak to the group that we are in a lawsuit with, please don’t share with them our position on any maters. It’s only fair for them to learn this the difficult way, especially after the way they treated me.

Please let me know if you hear anything.

Thanks,

-Chris

Important Page 2

file:///C|/Documents%20and%20Settings/cstoufflet/Desktop/Legal%2

20to%20add%20to%20CaseMap/RE%20Pharmacy%20Baggage%20Language.htm

From:

M. Darren Traub [dtraub@traub-law.com]

Sent:

Wednesday, January 15, 2003 4:25 PM

To:

Chris Stoufflet

Cc:

Rob Sobert; Troy Sobert

Subject:

RE: Pharmacy Baggage Language

Follow Up Flag:

Follow up

Flag Status:

Flagged

As stated yesterday, I would put it on. It gives the actual language more leverage as a contract (the customer has an opportunity to disagree with the contract and not accept its terms by returning the bag). Once the bag is opened, they are unable to return the bag for refund, etc. Plus, by having them call the call center or, in reality me, to discuss the terms, we can usually alleviate their concerns and have them open the bag.

Lets call this the final language and have Rob get them printed on bright yellow stickers with black bolded language:

IMPORTANT:

READ THIS:

BY OPENING THIS PACKAGE, YOU INDICATE THAT YOU HAVE READ THE CUSTOMER RESPONSIBILITY STATEMENT AND THE INFORMED CONSENT AGREEMENT, HAVE ACCEPTED THE TERMS AND CONDITIONS THEREIN, UNDERSTAND THAT THEY ARE LEGALLY BINDING ON YOU, AND HAVE TRUTHFULLY COMPLETED THE MEDICAL QUESTIONNAIRE. IF YOU DO NOT AGREE WITH THE ABOVE RESPONSIBILITY STATEMENT PLEASE CONTACT OUR CUSTOMER CARE REPRESENTATIVES TO RETURN THIS PACKAGE.

-----Original Message----- From: Chris Stoufflet [mailto:chris.stoufflet@stoufflet.com] Sent: Wednesday, January 15, 2003 4:09 PM To: 'M. Darren Traub' Cc: RSobert@escriptsmail.com; 'Troy Sobert' Subject: RE: Pharmacy Baggage Language

Regardless - I think it just gives us a more clarity and protection to some degree

Youre the lawyerjust let us know.

Thanks,

-Chris

file:///C|/Documents%20and%20Settings/cstoufflet/D

o%20CaseMap/RE%20Pharmacy%20Baggage%20Language.htm

(1 of 3) [5/10/2007 1:20:41 PM]

file:///C|/Documents%20and%20Settings/cstoufflet/Desktop/Legal%2

20to%20add%20to%20CaseMap/RE%20Pharmacy%20Baggage%20Language.htm

-----Original Message----- From: M. Darren Traub [mailto:dtraub@traub-law.com] Sent: Wednesday, January 15, 2003 4:05 PM To: 'Chris Stoufflet' Cc: RSobert@escriptsmail.com; 'Troy Sobert' Subject: RE: Pharmacy Baggage Language

We can. Lets discuss. As Rob pointed out, they have already agreed to the agreements on the internet. However, if you are going to use this for phone ordersand put the agreements in the bag, then we do need to put something like that in there.

-----Original Message----- From: Chris Stoufflet [mailto:chris.stoufflet@stoufflet.com] Sent: Wednesday, January 15, 2003 4:01 PM To: 'M. Darren Traub' Cc: RSobert@escriptsmail.com; 'Troy Sobert' Subject: RE: Pharmacy Baggage Language

SHOULD WE ADD SOMETHING LIKE I DID BELOW:

I ADDED IT IN RED AND BLUE BUT IT CAN BE IN ALL IN BLACK.

THANKS,

-Chris

-----Original Message----- From: M. Darren Traub [mailto:dtraub@traub-law.com] Sent: Wednesday, January 15, 2003 3:47 PM To: 'Chris Stoufflet'; RSobert@escriptsmail.com; 'Troy Sobert' Subject: Pharmacy Baggage Language

Chris:

Rob and I drafted the following language for the pharmacy bags. Please review and give us your comments ASAP, so that we can get it to the print shop.

IMPORTANT:

READ THIS:

BY OPENING THIS PACKAGE, YOU INDICATE THAT YOU HAVE READ THE CUSTOMER RESPONSIBILITY STATEMENT AND THE INFORMED CONSENT AGREEMENT, HAVE ACCEPTED THE TERMS AND CONDITIONS THEREIN, UNDERSTAND THAT THEY ARE LEGALLY BINDING ON YOU, AND HAVE TRUTHFULLY COMPLETED THE MEDICAL QUESTIONNAIRE. IF YOU DO NOT AGREE WITH THE ABOVE RESPONSIBILITY STATEMENT PLEASE CONTACT OUR OFFICE TO RETURN THIS PACKAGE.

file:///C|/Documents%20and%20Settings/cstoufflet/D

o%20CaseMap/RE%20Pharmacy%20Baggage%20Language.htm

(2 of 3) [5/10/2007 1:20:41 PM]

file:///C|/Documents%20and%20Settings/cstoufflet/Desktop/Legal%2

20to%20add%20to%20CaseMap/RE%20Pharmacy%20Baggage%20Language.htm

M. Darren Traub Traub & Associates, LLC Tel: 770.980.9004 Fax: 770.980-0622

file:///C|/Documents%20and%20Settings/cstoufflet/D

o%20CaseMap/RE%20Pharmacy%20Baggage%20Language.htm

(3 of 3) [5/10/2007 1:20:41 PM]

KILPATRICK STOCKTON LLP

Please remit payments to:

P.O. Box 945614

Atlanta, Georgia 30394

Telephone (866) 244-4934

Fed. LD.

No. 58-0511774

INVOICE FOR PROFESSIONAL SERVICES AND OTHER CHARGES

JUNE 27, 2003

CHRIS STOUFFLET

Client:

33253

2000 POWERS FERRY ROAD

Matter:

166205

SUITE 1-10 MARIETTA, GA 30067

Invoice #

10637299

RE: CHRIS STOUFLETT-GENERAL

PROFESSIONAL SERVICES RENDERED THROUGH MAY 31, 2003

DATE

INITIALS

DESCRIPTION

0311012003

CEB

Telephone conference with Sean Holtzclaw; conference with Andi Parrish.

03/12/2003

PS

Telephone conference regarding manufacturers discount.

03/14/2003

GWW

Virtual Wellness NetworklE-Script: Research pharmaceutical company rebate arrangements for on-line prescriptions (federal and state issues); telephone conference with Phillip Street.

03/14/2003

PS

Conference regarding rebate issues; review same.

03/1412003

PS

Review drug rebate issues.

0311412003

PS

Virtual Wellness: Review Pharma rebate issues.

0311712003

PS

Virtual Wellness: Review file; telephone conference with client regarding joint venture regarding Pharma product.

0311912003

PS

Virtual Wellness: Conference regarding rebate.

03/1912003

PS

Virtual Wellness: Review drug rebate issues; telephone conference with client.

0311912003

PS

Virtual Wellness: Telephone conference regarding FDA.

03119/2003

PS

Virtual Wellness: Review manufacturer rebate issues.

Other Charges include a reasonable allocation of related overhead expenses.

Atlanta

Due and Payable upon receipt.

1% interest per month charged on balances after 30 days.

Augusta

Charlotte

London

Raleigh

Stockholm

Washington

Winston-Salem

J253/166205

Page 2

DATE

INITIALS

03/2012003

PS

04/02/2003

GWW

04/1112003

PS

04/2912003

PS

05/1212003

PS

05/1312003

PS

0511312003

PS

05/1512003

PS

DESCRIPTION

Review drug company formation issues.

Research any willing provider statues for procedures to ad out of network provider to HMO.

Virtual Wellness:

review telephonic orders.

Telephone conference with Chris Stouffiet;

Review file.

Review correspondence.

Telephone conference with client.

Review correspondence; review Dell proposal; review practice of medicine issues.

Telephone conference with client

Total Fees

$6,043.50

SUMMARY

CEB

GWW

PS

Craig E. Bertschi Gerald Woods Phillip Street

Total Hours

HOURS

.60

RATFJHOUR

370.00

6.10 275.00

11.20 370.00

17.90

--'="

E-Scripts.md, LLC

nO-8S9-9022

2000 POWERS FERRY RD

#405

MARIETTA. GA 30067

BANK OF AMERICA

64-51610

11613

712812003

ORDEROF. PAY TO THE

Kilpatrick Stockton LLP

$,_**_6

0_43

5_0

_

Six

Thousand Fony- Three and 5011 00* **** * ***** *************** ******* ***** ************ *** **** '"*************:.:.:.====~_OOLLARS***** *********

MEMO

Kilpatrick Stockton LLP P. O. Box 945614

,~

Atlanta.GA_~?h

Invoice for Services Rendered thru 5/31/03

AUTHORIZED SlGNATIJRE
AUTHORIZED SlGNATIJRE

OV~R ~ooo.oo

"9 ft/!'

, ~ Atlanta.GA_~?h Invoice for Services Rendered thru 5/31/03 AUTHORIZED SlGNATIJRE OV~R ~ooo.oo "9 ft/!' t

t

E-5crlpts.md, LLC Kilpatrick Stockton LLP

Date

0513112003

Type

Bill

Reference

10637299

Original Aml.

6,043.50

Balance Due

6,043.50

7/28/2003

Discount

11613

Payment

6,043.50

Darren, Allision and Buddy all reviewed and approved this.

Terminology

Who We Are e-Scripts.MD LLC is a Management Service Organization based in the U.S. that serves as a conduit between consumers, licensed U.S. PHYSICIANS, and licensed U.S. PHARMACIES.

e-Scripts-MD IS NOT AN ON-LINE PHARMACY AND DOES NOT ENGAGE IN THE PRACTICE OF MEDICINE.

The Process The CUSTOMER will select the medication and place the ORDER REQUEST, which includes completing an online medical questionnaire, agreeing to the responsibility statement and informed consent. This information is submitted via our secure server to a U.S. licensed PHYSICIAN. Upon PHYSICIAN’S approval, the requested prescription will be forwarded to a U.S. licensed PHARMACY for fulfillment and shipped to the CUSTOMER via next business day delivery. An adult signature is required at the time of delivery.

CUSTOMERS requesting additional medications are required to submit an additional ORDER REQUEST for that specific medication. The PHYSICIANS do not allow refills but RE- ORDERS are accepted.

Glossary of Terms

Customer – a person requesting a medical consultation for a specific condition in order to obtain a prescription medication for that appropriate condition.

Order Request – A request made for a specific product. The CUSTOMER must submit the ORDER REQUEST form which includes, personal information height, weight, age, address, shipping information, credit card info, desired medication, a medical questionnaire and the CUSTOMER informed consent and responsibility statement. ORDERS received by 4:00 p.m. will be shipped overnight, for next business day delivery.

Order – An ORDER REQUEST that has been approved by the PHYSICIAN, fulfilled by the PHARMACY, and shipped to the CUSTOMER.

Re-Order – A CUSTOMER that has previously received an ORDER must submit a new ORDER REQUEST after waiting the appropriate time.

Affiliate/Associate – a self employed individual who has been approved to promote and offer services provided by e-Scripts-MD. This company or individual must have his or her own website.

Physician – a U.S. licensed medical doctor that reviews all ORDER REQUESTS. The PHYSICIANS are not employees of e-Scripts-MD.

Pharmacy – a U.S. licensed PHARMACY that fulfills and ships all prescribed medications. The pharmacists are not employees of e-Scripts-MD.

Fulfillment – All approved prescriptions are forwarded to the PHARMACY where the prescription is filled and shipped by the PHARMACY. The PHARMACY obtains, controls, and packages the prescribed medication for the CUSTOMERS. e-Scripts does not own the medication and does not have any medication on site.

Delivery – All ORDERS shipped by the PHARMACY are sent (next business day) overnight via courier to the CUSTOMER. An Adult signature is required at the time of delivery.

Customer Service – CUSTOMER services are provided by Customer Care Solutions, LLC.

Affiliate Support – e-Scripts-MD offers AFFILIATES full time affiliate services.

From: M. Darren Traub [dtraub@traublaw.com]

Sent: Thursday, March 06, 2003 2:04 PM

To: Chris Stoufflet

Subject: A Company Description Follow Up Flag: Follow up Flag Status: Flagged

Virtual Wellness Network, Inc. (VWN) is a management service organization that has service contracts with VWN eMedical Group, LLC, which has contacts with U.S. licensed physicians, VWN ePharmacies, LLC, which has contacts with U.S. licensed pharmacies, and Customer Care Solutions, an all inclusive call center. VWN offers use of all of these services to e-Scripts.MD, LLC. E-Scripts, through its proprietary website, www.e- scripts-md.com, assists on-line patients find licensed U.S. physicians to review a physician-prepared medical questionnaire form in order to obtain a prescription for certain lifestyle choice pharmaceuticals.When a customer accesses e-Scriptswebsite, the customer is able to review information related to the different pharmaceuticals offered via the website. The customer then fills out an online medical history and application. This information is sent, via the internet, directly to a U.S. licensed physician. Any prescription is written pursuant to the physicians professional medical opinion and is then prepared, recorded, filled, and shipped by a U.S. licensed pharmacy. If, in the physicians sole medical opinion such prescription is inappropriate for the requesting patient, the physician is free to decline the requested medication. Nowhere in the process does any employee of E-Scripts, or any other non- medical personnel, assist in the determination of whether a patient should receive any medication or actually prepare or ship the medication.

Such decisions are left exclusively to the doctor and the pharmacy. E-Scripts does, however, assist in protecting against fraudulent requests by following a series of internal safeguards. Each E-Scripts.MD customer must warrant as follows: that all personal information provided is complete, true, and accurate; that he or she is over the age of 21; that he or she has received a recent physical examination by his or her own primary care physician; and that, upon receipt of any medication, he or she will promptly update his or her primary care physician with respect to such medication.

In order to advertise its website, e-Scripts utilizes a national affiliate program. Under this program, each affiliate, of which there are currently over 2000, is assigned a referral number. Every time a customer orders from e-Scripts under the affiliates referral number, that affiliate is sent a certain percentage of the order. E-Scripts is the only company in the industry to offer a full-time affiliate department, including affiliate newsletters and immediate responses to an affiliates inquiries.

file:///C|/Documents%20and%20Settings/cstoufflet/D

[5/10/2007 1:17:52 PM] file:///C|/Documents%20and%20Settings/cstoufflet/Desktop/Legal%2 20emails%20to%20add%20to%20CaseMap/A%20Comp

any%20Description.htm

M. Darren Traub Traub & Associates, LLC Tel: 770.980.9004 Fax: 770.980-0622

20add%20to%20CaseMap/A%20Company%20Description.htm

(1 of 2)

From: Stoufflet on behalf of Chris Stoufflet-Wk

Sent: Tuesday,

June 17, 2003

6:48 AM

To: 'Pavel, Tony'

 

Cc: Shuren, Allison

; Betsy Burke

Subject: RE: Order #671694 has been Shipped via FedEx

Thank you Tony and sorry for the lack of explanation

- this is how the staff responds to questions or concerns about the medication.

Can you contact me before you send the "MEMO"?

Thank you,

-Chris

-----Original Message-----

From: Pavel, Tony

[mailto:Pavel.Tony@ARENTFOX.COM]

Sent: Monday, June 16, 2003 5:26 PM

To: Chris Stoufflet-Wk

To: Chris Stoufflet-Wk

Cc: Shuren, Allison

To: Chris Stoufflet-Wk Cc: Shuren, Allison

Subject: FW: Order #671694 has been Shipped via FedEx

Mr. Stoufflet:

I am currently working on these issues with Allison. Would you let me know what the product

in question here is? It is difficult to assess the adequacy of the response without that information. Also, we should have the memo on the website structure prepared for you by the end of the week or very early next week at the latest.

Thanks,

Tony Pavel

-----Original Message-----

From: Chris Stoufflet-Wk <chris.stoufflet@vwn.com>

 

To: Shuren, Allison <Shuren.Allison@ARENTFOX.COM

Sent: Thu

Jun 12 22:00:17 2003

 

Subject: FW: Order #671694 has been Shipped via FedEx

Hello again Allison,

>

I

have another question for you. This is a response Darren formulated for us. Do you believe this

is this how we should answer these types of questions?

 

Thank you for you time. -Chris

-----Original Message----- From: Sharon Bodden Sent: Thursday, June 12, 2003 9:47 AM To: lauraamoore@msn.com Subject: RE: Order #671694 has been Shipped via FedEx

Dear Ms.Moore:

We are sorry that you were not satisfied with the product you ordered.

As you may be aware, individual reactions to medications may vary with each person. Therefore, to ensure that you are taking this medication properly and to help determine if the medication will indeed work for

if you

you, we suggest that you consult with have not already done so.

your primary care physician

We regret to inform you that due to FDA regulations as well as the Customer Responsibility/Informed Consent Agreement which you have agreed with, e-Scripts does not offer refunds on orders. All products are filled and shipped by a U.S. licensed pharmacy. Therefore, if you have questions

or concerns about the quality of the product you received, we suggest

you contact the pharmacy directly or the manufacturer of the product. The pharmacy contact information is located on your product. If you need further contact assistance with this matter, please feel free to contact our Customer Care Department at 866-372-7478.

Very truly yours,

Sharon Bodden

A Member of Your Dedicated Customer Care Solutions Staff

This information contained in this e-mail is PRIVILEGED and/or CONFIDENTIAL information intended for the use of the individual or entity named above. If the reader of this message is not the intended

recipient, you are hereby notified that any dissemination, distribution,

or copying of this communication is strictly prohibited. If you have

received this e-mail in error, please notify the sender immediately and

delete the e-mail from your computer. Thank you.

-----Original Message----- From: Laura Moore [mailto:lauraamoore@msn.com] Sent: Wednesday, June 11, 2003 5:04 PM To: customercare@ccs-mailcenter.com Subject: Re: Order #671694 has been Shipped via FedEx

I am very unhappy with this product and have spent a great deal of money. How do I get a refund?

Laura Ancona Moore Moore Resources

303-741-2257

>From: <customercare@ccs-mailcenter.com> >To: <lauraamoore@msn.com> >Subject: Order #671694 has been Shipped via FedEx >Date: Fri, 6 Jun 2003 08:08:16 -0000

>

>Dear Laura,

>

>Your order #671694 was shipped today.

>

>An adult signature will be required at the time of delivery. Please be >available to sign for your requested order as FedEx is unable to leave

the

>package at your door.

>

>Your tracking number is: 622032540335

>

>You can check the status of your order at:

>

>https://www.e-scripts-md.com/escripts/status.asp?OID=671694

>

>

>For a free pharmacy consultation, you may call the toll-free number >printed on your prescription bottle.

>

>If you have any questions, please e-mail us at:

orders@ccs-mailcenter.com

>

>You may be eligible to request this medication on

>6/24/2003.

>

>http://www.e-scripts-md.com?Referrer=11874

>

>Thank you,

>

>Your Dedicated E-Scripts Staff

>http://www.e-scripts-md.com?Referrer=11874

>

-------------------------------------------------------------------------------------------------------------

From: Stoufflet

Sent: Friday,

To: 'Pavel, Tony' Subject: Affiliates Issues

Tony,

July 18, 2003

10:49 PM

Here is what I want to send immediately to Mike Anderson and any other affiliates that may be in any violation of any of these areas. Does this sound OK to you? I will also be addressing the affiliates who do you use the XML service.

--------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------

Items That Need To Be Corrected Immediately Mailing address:

Your correct the mailing address on your websites (and all of your 2 nd tier affiliates that may be displaying incorrect information) to reflect your own mailing address. It must be clear about the relationship between our businesses. You are an affiliate of eScripts.

Your Affiliate’s Terms page, Informed Consent and Patient Responsibility Statement must also be corrected. Affiliates are not allowed to use or modify our copyrighted information without prior consent. I can forward you the proper forms to display. Once again, it must be clear that the affiliates are participants of our affiliate program and patients/customers understand that they are provided this service through eScripts. The way you are displaying information is very misleading. I wanted to make it clear that you can still earn commission on their sales but they are participating in our affiliate program.

In regards to your request for patient/customer data, I cannot provide you with this information. The patient/customer would have to authorize us to release that information to you.

--------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------

Thanks again Tony for your time.

- Chris

From: Stoufflet

Sent: Tuesday,

To: 'Pavel, Tony' Subject: another quick question

Hey Tony,

August 26, 2003

9:09 PM

Quick question this is at the bottom of the websites, our and the affiliate starter kit Should it reference both of us/ the affiliates’ website and eScripts or what?

©2003 AffiliateCompany, LLC. All Rights Reserved The products mentioned are trademarks of their respective owners and are not owned by or affiliated with AffiliateCompany, LLC.

- Chris

The information contained in this e-mail transmission is intended for the use of the designated recipients named above. If the reader of this message is not the intended recipient or agent responsible for delivering it to the intended recipient, you are hereby notified that you have received this document in error and that any review, dissemination or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone or return e-mail and return the original message to us. Thank you.

25215

e-scripts-rnd

LLC

Invoice

Number

918889

00000

General

Page

3

22

AUGUST

2003

Date

Timekeeper

 

Hours

07/28/03

RJ

WATERS

Review

letter

regarding

website

disclaimer

 

.6

 

*TKPR TOTAL*

.6

*

07/10/03

AW

SHUREN

Revise

memorandum

 

4.3

07/11/03

AW

SHUREN

Revise

memorandum

3.1

07/15/03

AW

SHUREN

Follow up with T. Pavel regarding status of

 

.2

 

projects

07/16/03

AW

SHUREN

Meet

with

T.

Pavel;

telephone

call

with

C.

1.2

 

Stoufflet

07/18/03

1'.W

SHUREN

Prep~ration for

and

telephone

call

with

C.

.7

 

Stoufflet

and T.

Pavel

 

07/23/03

AW

SHUREN

Follow up with T. Pavel regarding documents

 

.3

07/28/03

AW

SHUREN

Follow up

with T.

Pavel

to

HIPAA

issues

.2

07/30/03

AW

SHUREN

Meet

with

T.

Pavel

regarding

informed

 

.6

 

consent and compounding medications questions

 

*TKPR

TOTAL*

10.6

*

07/28/03

SW

CRISPI

Telephone

conference

and

correspondence

with

.1

 

T.

Pavel

regarding

privacy

issues.

 
 

*TKPR TOTAL*

.1

*

07/02/03

TP

PAVEL

Website review memo revisions, update FDA

 

2.1

07/10/03

TP

PAVEL

issues. Edits/update to Website review memo

2.1

07/15/03

TP

PAVEL

Web site review, review of website policies.

1.8

07/16/03

TP

PAVEL

Review HIPAA provisions of contract for

1.2

07/18/03

TP

PAVEL

software license Conference call re HIPAA and documentation

1.7

07/22/03

TP

PAVEL

issues. Follow up on website/document issues.

1.8

07/23/03

TP

PAVEL

Review pharmacy cease and desist letter,

1.3

07/28/03

TP

PAVEL

review documents for e-script website. Update website forms, review affiliate

2.1

07/30/03

TP

PAVEL

issues. Privacy policy revisions, conference call w/

3.1

 

C. Stoufflet .

 

07/31/03

TP

PAVEL

Website documents revisions.

 

1.1

 

*TKPR

TOTAL*

18.3

*

TRAUB

"

ASSOCIATES LLC

January 13, 2003

VIA FACSIMILE (404.842.9750)

Mr. Wilmer Parker, III, Esq. Gillen Cromwell Parker & Withers, LLC One Securities Centere 3490 Piedmont Road, Suite 1050 Atlanta, Georgia 30305

Re: e-Scripts.MD, LLC

Dear Buddy:

V

J

On Friday, I received the attached subpoena that is directed to Advanced Pharmacy Solutions, Inc. ("Advanced"). Advanced is a Florida phannacy that is utilized bye-Scripts. Although this does not appear to be e-Scripts related, I did want to send it to you for your files.

It is my understanding that two of the four patients named in the subpoena are customers of e-Scripts: Irene Duhon and David Duhon. Each customer has received one 90-day order of Phentennine. Irene Duhon placed a second order for Phentennine with e-Scripts, but a doctor denied the order for lack of appropriate body mass index (BMI). Further, it is my understanding that the DEA was specifically asking Advanced about orders for hydrocodone (genelic Vicodin), which e-Scripts does not offer.

As always, if you have any questions, please do not hesitate to contact me.

Attachment

cc: Mr. Chris Stoufflet (via hand delivery)

2000 POWERS FERRY ROAD

SUITE 2-1A

MARIETTA. GA

Very truly yours,

fY2!!m

30067

PH: 770.980.9004

FAX: 770.980.0622

f~~j V'} 1Afr,;, J/Jt-r 4. Independent Contractors. No provision of this Agreement is intended to

f~~j V'} 1Afr,;,

J/Jt-r

4. Independent Contractors. No provision of this Agreement is intended to create or shall

be construed to create any relationship between Affiliate and e-Scripts or its affiliates other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Nothing in this Agreement shall be construed to establish a relationship of partnership, joint venture, agency or employment between Affiliate and e-Scripts and its affiliates. Neither party has authority to enter into contracts or to assume any obligations for the other nor make any warranties or representations on behalf of the other concerning the duties, obligations or services of the other except in accordance with the express terms of this Agreement or as otherwise authorized in writing by the other.

5. Responsibility for Medical Decisions. The decision to prescribe medication is a medical

decision made solely by a physician. Neither Affiliate nor e-Scripts is engaged in the practice of medicine and the Participating Provider shall be solely responsible for all medical decisions made by him or her in connection with the care of any customer. e-Scripts will take reasonable steps to ensure that its Participating Providers are properly licensed and authorized to issue the prescriptions they write. e-Scripts will take reasonable steps to insure that its Participating

/ Providers and affiliate-pharmacies comply with any applicable laws or regulations imposed by

~ state or federal government.

6. Applicable Law. This Agreement shall be governed by and construed in accordance with

the laws of the State of Georgia, without regard to choice of law principles. This Agreement has been negotiated, executed, and delivered in the State of Georgia. In regard to any action to enforce or interpret this Agreement, or any matter otherwise arising out of or relating to this Agreement, each party (i) consents and submits to personal jurisdiction and venue in the Superior Court of Cobb County, State of Georgia, or the United States District Court for the Northern District of Georgia, Atlanta Division (the "Courts"); (ii) waives any and all objections

to jurisdiction and venue in the Courts; and (iii) waives any objection that the Courts are an inconvenient forum. Each party further agrees that jurisdiction and venue concerning any legal or equitable action to enforce or interpret this Agreement, or otherwise arising out of this Agreement, shall rest exclusively in the Courts, so that any such action shall be brought and defended in the Courts.

WHEREFORE, the parties indicate their acceptance of the terms of this Agreement by placing their signatures in the spaces provided below.

Signed this _

day of

AFFILIATE

By:

-----------

(SEAL)

~, 2003.

E-SCRIPTS.MD, LLC

By: ------------

Printed Name:

Title:

 

_

_

Title:

_

[SEAL]

/ -dYFARTH A T TOR N E Y S SHAW E. Scripts MD, L.L.c. 2000

/

-dYFARTH

A T TOR

N

E

Y

S

SHAW

E. Scripts MD, L.L.c. 2000 Powers Ferry Road Suite 2-4 Marietta, GA 30067

September 2003

55

EAST

MONR.OE

STREET

-

SUITE

4200

CHICAGO, ILLINOIS 60603-5803 AREA CODE (312) 346-8000 fEDERAL ID 36-2152202

LOS

ATLANTA

BOSTON

CHICAGO

HOUSTON

ANGELES

NEW

YORK

SACRAMENTO

SAN

FRANCISCO

WASHINGTON,

D.C.

BRUSSELS

Invoice No. 895509

142533569/33569-000001

S2

For legal services rendered through the month of September 2003

General Corporate

Date

Attornev

Hours

Value

Description

07114/03

J.

Cunningham

1.50

315.00

Telephone conference with C. Stoufflet, E. Riggins, T. Sobert regarding asset protection and Operating Agreement.

07128/03

J.

Cunningham

5.10

1,071.00

Review tax provisions regarding ownership of S- corporation shares of stock by a grantor trust to ensure that transfer to trust will not deselect S election. Revise Trust Documents per C. Stoufflet and deliver for review. Telephone conference with 1. Wilkins of Suntrust regarding service by Suntrust in Trustee capacity.

08112/03

J.

Cunningham

2.20

462.00

Respond via e-mail to initial and follow-up inquiries posed by C. Stoufflet regarding asset protection and Operating Agreement documents.

08/25/03

J.

Cunningham

.70

147.00

Review Prime BToker Agreement provided by C. Stoufflet.

08/27/03

J.

Cunningham

.60

126.00

Telephone conference with T. Sobert regarding Operating Agreement concerns.

08/29/03

J. Cunningham

lAO

294.00

Telephone conference with C. Stoufflet; T. Sobert; E. Riggins regarding Operating Agreement terms; follow up call with T. Sobert.

Total Hours

 

11.50

BILI.-S

ARE; our.

AI'"D

r

v

ULF.

UPON

IlECEIPT

THIS

STATtJl-IENT

DOES

NOT

INCLUDE

WIlICH

MlellT

HAVE

8.1;1';1'1

Ir"ClJRRl':D

EXPENSES

NOT

Vr.T

DUKING

TilE

PERIOD

Ilr.CErVED

COVERED

BY

11\'

TillS

THIS

OFFICI:

IlILUNG

€~S SHAW E. Scripts MD, L.L.C. 2000 Powers Ferry Road Suite 2-4 Marietta, GA 30067
€~S SHAW E. Scripts MD, L.L.C. 2000 Powers Ferry Road Suite 2-4 Marietta, GA 30067

€~S SHAW

E. Scripts MD, L.L.C. 2000 Powers Ferry Road Suite 2-4 Marietta, GA 30067

October 2003

55 EAST MONROE STREET· SUITE 4200 CHICAGO, ILLINOIS 60603·5803 AREA CODE (312) 346-8000 FEDERAL 10 36-2152202

ATLANTA

BOSTON

CHICAGO

HOUSTON

LOS

YORK

SACRAMENTO

FRANCISCO

D.C.

ANGELES

NEW

SAN

WASHINGTON,

BRUSSELS

Invoice No. 902820

142533569/33569-000001

S2

For legal services rendered through the month of October 2003

General Corporate

Date

Attorney

Hours

Value

Description

09/08/03

J.

Cunningham

.80

168.00

Prepare memorandum response to requests from C. Stoufflet, deliver via e-mail.

09115103

J.

Cunningham

3.90

819.00

Revise Operating Agreement of e-Scripts.md, LLC per conversations with C. Stoufflet, T. Sobert, and E. Riggins; deliver to C. Stoufflet for review and comment; accompanying memo of outstanding items.

10/02/03

J.

Cunningham

1.20

252.00

Review and respond to M. Verner memorandum regarding Operating Agreement.

10/06103

J.

Cunningham

.60

126.00

Review C. Stoufflet comments regarding

 

response to ~.,1. Verner memorandum; respond to same.

Total Hours

 

6.50

Total Fees

$1,365.00

BILLS

-'Rl

DUE

"'1'1'0

PAV

8Ll

IIrON

RECEIPT

 

THIS

ST

TlMlJ'lT

DOES

NOT

I!"CLUDE

ExrE!"SlS !"OT '·ET

kECEIVED

BV

TillS

OffiCE

","ICIl

MIGIIT

nAVF;

8[[/<

INC1JRRED

DURING

THE

PtRIOO

COVI:RED

BV

TillS

BILLING

PARKERv2_000021

RE: Industry and affiliate forum post

Saturday, June 21, 2008 5:37 PM Subject RE: Industry and affiliate forum post From bparker@gcpwlaw.com
Saturday, June 21, 2008
5:37 PM
Subject
RE: Industry and affiliate forum post
From
bparker@gcpwlaw.com
To
Chris Stoufflet-Wk
Sent
Monday,
October 20, 2003
6:07 PM

I do not see any object able language.

Buddy Parker, Esq. Gillen Parker & Withers LLC

One Securities Centre, Suite 1050

3490 Piedmont Road, NE Atlanta, GA 30305 (404) 842-0343 - Phone (404) 842-9750 - Fax bparker@gcpwlaw.com - e-mail

The information contained in this e-mail transmission is intended for the use of the designated recipients named above. This message may be an attorney-client communication and as such is privileged and confidential. If the reader of this message is not the intended recipient or agent responsible for delivering it to the intended recipient, you are hereby notified that you have received this document in error and that any review, dissemination or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone or return e-mail and return the original message to us. Thank you.

-----Original Message----- From: Chris Stoufflet-Wk [mailto:chris.stoufflet@vwn.com] Sent: Monday, October 20, 2003 11:48 AM To: bparker@gcpwlaw.com Subject: FW: Industry and affiliate forum post

Mr. Parker I wanted to post this on the internet we have a lot of affiliates that are inquiring about the recent activity and asking us questions. They are wanted to leave their current providers and are looking to work with us. Can you please make any recommendations and let me know if this is appropriate?

Thank you,

-Chris

The information contained in this e-mail transmission is intended for the use of the designated recipients named above. If the reader of this message is not the intended recipient or agent responsible for delivering it to the intended recipient, you ar e hereby notified that you have received this document in error and that any review, dissemination or copying of this message is stric tly prohibited. If you have received this communication in error, please notify us immediately by telephone or return e-mail and return the original message to us. Thank you.

Dear Affiliates,

As you may be aware, the Federal Government is actively pursuing companies that allegedly selling prescription medication over the Internet without proper physician or pharmacy approval. Given the seriousness of this action, and the fact that this is only one of many allegedly illegal pharmacies and companies that are being investigated and closed by the DEA, we felt the need to reiterate e - Scripts.MD's continued commitment to lawful and ethical business practices, which makes us the

Need to Be Answred Page 1

established leading company since 1999.

As an affiliate of e

-

Scripts

-

MD, you can rest assure that we will continue to remain in compliance

and keep up with the ever changing regulations.

We are constantly working with our outstanding

team of legal experts to ensure and protect our position in the industry and, most important, our

plans for the future.

 

There have been many companies that have recently started operations with little or, worse, no legal guidance. This should be a major concern to all affiliates. As an affiliate, please use extreme caution when becoming involved with any of these companies. An affiliate should be especially concerned with companies that offer customer access to controlled substances and/or the ability to accept new orders via the telephone. More enforcement actions, like the one referenced above, are expected in the very near future.

We, on the other hand,

we are where we are today.

level of confidence. If you are interested in discussing possible future endeavors, please feel free to contact us at - -

have always taken a safe approach in our business decisions

. That is why

We are excited about our future and hope that you have that same

Sincerely,

Chris Stoufflet President/CEO eScripts MD LLC.

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RE: please review (REVISED)

Saturday, June 21, 2008 5:32 PM Subject RE: please review (REVISED) From Chris Stoufflet-Wk To
Saturday, June 21, 2008
5:32 PM
Subject
RE: please review (REVISED)
From
Chris Stoufflet-Wk
To
'bparker@gcpwlaw.com'
Sent
Monday,
November 17, 2003
5:27 PM

Thank you -

-Chris

-----Original Message----- From: bparker@gcpwlaw.com [mailto:bparker@gcpwlaw.com] Sent: Monday, November 17, 2003 4:53 PM To: Chris Stoufflet-Wk Subject: RE: please review (REVISED)

You cannot state “….still derive profits from this type of illegal activity.”

The activity has not, I

repeat not been found to be “illegal” per se

.

It is obvious t

hat DEA contends that it is illegal

 

and it

may be that one or more judges may conclude under a very specific fact pattern that the conduct in questioned may support a jury finding that someone knowingly and willfully conspired to criminally violate the law, but the simple practice unless determined by the specific State which regulates the

doctor in question is

not per se illegal

.

Simply remove the word “illegal”

from you message. Buddy

Buddy Parker, Esq.

Gillen Parker & Withers LLC One Securities Centre, Suite 1050

3490 Piedmont Road, NE Atlanta, GA 30305 (404) 842-0343 - Phone (404) 842-9750 - Fax

The information contained in this e-mail transmission is intended for the use of the designated recipients named above. This message may be an attorney-client communication and as such is privileged and confidential. If the reader of this message is not the intended recipient or agent responsible for delivering it to the intended recipient, you are hereby notified that you have received this document in error and that any review, dissemination or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone or return e-mail and return the original message to us. Thank you.

-----Original Message----- From: Chris Stoufflet-Wk [mailto:chris.stoufflet@vwn.com] Sent: Monday, November 17, 2003 4:37 PM To: bparker@gcpwlaw.com Subject: FW: please review (REVISED) Importance: High

Mr. Parker,

I hope that you had a great weekend.

I will call you later to inform update you on what happened in Federal court with the Copyright case.

Need to Be Answred Page 1

Craig Bertschi and Darren were both present.

I want to send the email below to our affiliates but wanted your input first.

Thank you,

-Chris

I hope all is well.

I wanted to update you on the status of the industry and some of the recent activities.

Current Projects and Business Models for the Future:

As you know, we have worked on other business models over the past few years and are currently finalizing plans to launch these new projects within the next few weeks.

The Industry:

The U.S. Drug Enforcement Administration has released it's policy as it relates to customers/patients obtaining “Controlled Substances” based solely on an on-line questionnaire. Some companies have decided to ignore this policy and divert such requests to companies “outside the US” and “outside the jurisdiction of the law” and still derive profits

from this type of

The answer to your question Can affiliates still promote/engage in this activity? If you need more clarification regarding your liability while participating in this business model, please consult your attorney.

illegal activity.

EVA Global and Tropic Spiral Announcement The recent post by EVA and Tropical Spiral “Look for upcoming announcements on collaborative efforts between e - Scripts - MD, E.V.A. Global and Tropic Spiral Systems.” We have met with the principals of EVA Global and Tropical Spiral as it relates to the possibilities of working together on future projects. We will inform you personally of any decisions.

Thank you for your cooperation and understanding during this transactional period.

Sincerely, -Chris Stoufflet CEO e-Scripts -MD, LLC

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RE: email to our top 30 affiliates

Saturday, June 21, 2008 5:34 PM Subject RE: email to our top 30 affiliates From
Saturday, June 21, 2008
5:34 PM
Subject
RE: email to our top 30 affiliates
From
bparker@gcpwlaw.com
To
Chris Stoufflet-Wk
Sent
Thursday,
November 06, 2003
6:12 PM

Did you complete your sentence where you say “…we have decided to discontinue access submit you

request”? This does not make sense to me; otherwise it is good. I am on my way out so

I approve this

message.
message.

Buddy Parker, Esq.

Gillen Parker & Withers LLC

One Securities Centre, Suite 1050

3490 Piedmont Road, NE Atlanta, GA 30305 (404) 842-0343 - Phone (404) 842-9750 - Fax

The information contained in this e-mail transmission is intended for the use of the designated recipients named above. This message may be an attorney-client communication and as such is privileged and confidential. If the reader of this message is not the intended recipient or agent responsible for delivering it to the intended recipient, you are hereby notified that you have received this document in error and that any review, dissemination or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone or return e-mail and return the original message to us. Thank you.

-----Original Message----- From: Chris Stoufflet-Wk [mailto:chris.stoufflet@vwn.com] Sent: Thursday, November 06, 2003 6:09 PM To: bparker@gcpwlaw.com Subject: FW: email to our top 30 affiliates

Mr. Parker here is one of the emails we are ready t send with you approval thank you

-Chris

-----Original Message----- From: Shuren, Allison [mailto:Shuren.Allison@ARENTFOX.COM] Sent: Thursday, November 06, 2003 5:57 PM To: Chris Stoufflet-Wk Subject: RE: email to our top 30 affiliates

see below

-----Original Message-----

From:

November 06, 2003 Shuren.Allison@ARENTFOX.COM
November 06, 2003 Shuren.Allison@ARENTFOX.COM
November 06, 2003 Shuren.Allison@ARENTFOX.COM
November 06, 2003 Shuren.Allison@ARENTFOX.COM
November 06, 2003 Shuren.Allison@ARENTFOX.COM
November 06, 2003 Shuren.Allison@ARENTFOX.COM
November 06, 2003

November 06, 2003

Shuren.Allison@ARENTFOX.COM
Shuren.Allison@ARENTFOX.COM
Shuren.Allison@ARENTFOX.COM

Shuren.Allison@ARENTFOX.COM

Chris Stoufflet-Wk [mailto:chris.stoufflet@vwn.com]

5:22 PM

Sent: Thursday,

To:

Subject: email to our top 30 affiliates

Allison,

Need to Be Answred Page 1

I would like to send something along these lines to our top 30 affiliates - I worked hard to build these relationships and hope to be able to salvage them. Please let me know your thoughts on this and I will then forward to Mr. Parker for his final approval.

Dear (Mr. Affiliate)

I wanted to personally inform you of the company's decision to discontinue processing requests for physician consultations related to "Controlled Substances" as of this evening,

November 6, 2003. All request submitted before 12pm EST will be forwarded to a physician.

As you are well aware, we have always worked closely with our attorneys regarding the

 

legalities of this industry. Due to the recent policy enacted by the

U.S. Drug Enforcement

 

Agency

concerning customers obtaining prescriptions based solely on an online medical

 

questionnaire, we have decided to discontinue access submit such request. We have new

business models that exceed the current concerns express by the DEA that we will be

 

introducing to you in the near future. The DEA policy may be accessed at http://www.usdoj.gov/dea/pubs/pressrel/diversion_actualities_transcript.html

You may redirect all inquires for request for controlled substances to (this will be a page on

our website stating our new company policy).

We apologize for any inconvenience, appreciate your understanding during this transition and look forward to your participation in our new concepts.

Sincerely,

Chris Stoufflet

President/ CEO

e-Scripts-MD, LLC

Thank you,

-Chris

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12 KILPATRICK

~

STOCKTO

LLP

Please Remit Paymellts Dilly To:

P.O. Box 945614 Atlanta, Georgia 30394 Telephone (866) 244-4934 Fed. J.D. No. 58-0511774

INVOICE FOR PROFESSIONAL SERVICES AND OTHER CHARGES

FEBRUARY 11,2004

CHRIS STOUFFLET 2000 POWERS FERRY ROAD SUITE 1-10 MARIETTA, GA 30067

RE:CHRISSTOUFLETT-GENERAL

PROFESSIO

AL SERVICES RENDERED THROUGH JANUARY 31, 2004:

Client: 33253 Matter: 166205 Invoice # 10679366

DATE

INITIALS

DESCRIPTION

11/18/2003

CEB

Telephone conference with Darren Traub; review deposition notices.

 
   
 

11/1912003

CEB

Telephone co

e

pposing counsel regarding tax

 

returns and settlem

1

telephone conference with

Darren Traub regarding same.

1113012003

CEB

Review correspondence from Darren Traub regarding his withdrawal from the case; letter to Chris Stoufflet regarding same; email to Darren Traub.

12/12/2003

PS

Review patient record issues; conference regarding same.

12/1912003

FEM

Research form of records release; drafted same; research recordkeeping requirements.

12/23/2003

FEM

Research recordkeeping requirements.

01/0512004

FEM

Telephone conference to Brenda Burke regarding handling of records.

01108/2004

NWH

Review proposed articles of incorporation; review proposed bylaws; review relevant statutory provisions under Georgia business corporate code; conference regarding same.

01/08/2004

PS

Review corporate documents.

Other Charges include a reasonable allocation of related overhead expenses.

Due and Payable upon receipt.

ATLANTA

AUGUSTA

CHARLOTTE

1% interest per month charged on balances after 30 days.

LONDON

RALEIGH

STOCKHOLM

WASHINGTON

WINSTON-SALEM

RE: Any word on the date of the trial? What about Traub? thank you

Wednesday, June 25, 2008 11:42 AM Subject RE: Any word on the date of the
Wednesday, June 25, 2008
11:42 AM
Subject
RE: Any word on the date of the trial? What about Traub? thank you
From
CMS | CMichael Group
To
'Don Samuel'
Sent
Sunday, February 24, 2008 12:56 PM

Speaking of Shuren, I have the interoffice MEMO from Shuren to someone in her office about us continuing to operate. Did you see that one?

-----Original Message----- From: Don Samuel [mailto:dfs@gsllaw.com] Sent: Saturday, February 23, 2008 6:29 PM To: CMS | CMichael Group Subject: RE: Any word on the date of the trial? What about Traub? thank you

No word on the trial. I spoke to Jeff Brickman, who represents the New York doctor and he said that the other two doctors' lawyers are going to file the medical records on Monday or Tuesday showing how ill their clients are. I didn't call Traub, because I didn't have all his records in good enough shape in case he doesn't agree to talk to me more than once. I will need to issue him a subpoena later this week to make sure he shows up (Mel Hewitt and Buddy both assured me that they are available and don't need to be subpoenaed. I still feel very

reluctant to issue a subpoena to

Arent Fox o

r their lawyers, because I think that

they will hurt us.

Buddy and Mel Hewitt are prepared to say that they received all,

or most of the correspondence from them

(Hewitt is always cc's; as is Traub in

later months). I also think the government is going to end up bringing Shuren, so she will be there anyways.

dfs

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udpate

Monday, March 31, 2008 12:43 AM Subject udpate From Don Samuel To CMS | CMichael
Monday, March 31, 2008
12:43 AM
Subject
udpate
From
Don Samuel
To
CMS | CMichael Group
Sent
Thursday, February 21, 2008 3:13 PM

I have finished the first run through the files and have done a certain amount of organizing.

to review the CaseMap that David did and write on it everything that you think is wrong or left out. I

have interviewed Buddy and Mel Hewitt. Both are relatively helpful. Not perfect, but not bad,

I want you

either.

Buddy says that everybody realized the regulatory issues, but nobody thought it was a federal

crime of drug dealing.

Mel said that you did everything you could to stay legal, but he was not the

person to give advice, which is why he turned to Arent Fox. I am going to call Darin Traub later today or tomorrow. dfs

Garland & Samule Page 1