2% Uses in Other Agreements Clause

Other Agreements from Revolving Credit Agreement

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (the Agreement) dated as of March 21, 2006, is entered into among UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTH, a Delaware limited liability company (USPG), NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (NHH), and NATIONSHEALTH, INC., a Delaware corporation (NationsHealth) (jointly and severally, the Borrower) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the Lender).

Other Agreements. Except as set forth on Schedule 5.16 and Schedule 5.23, (i) there are no existing or proposed agreements, arrangements, understandings or transactions between Borrower and any of Borrowers officers, members, managers, directors, stockholders, partners, other interest holders, employees or Affiliates or any members of their respective immediate families, and (ii) none of the foregoing Persons are directly or indirectly, indebted to or have any direct or indirect ownership, partnership or voting interest in, to Borrowers knowledge, any Affiliate of Borrower or any Person that competes with Borrower (except that any such Persons may own stock in (but not exceeding two (2%) percent of the outstanding capital stock of) any publicly traded company that may compete with Borrower.

Other Agreements from Amended and Restated Employment Agreement

This AGREEMENT is made as of this _25th__ day of January, 2006, by and between PARTNERS trust financial group, inc., a Delaware corporation ("Partners Trust" or the "Employer"), and JOHN A. ZAWADZKI, an individual residing in New Hartford, New York (the "Executive").

Other Agreements. The Executive represents and warrants that neither the Executive's employment with the Employer nor the Executive's performance of his obligations hereunder will conflict with or violate the Executive's obligations under the terms of any agreement with a previous employer or other party including agreements to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.

Other Agreements from Amended and Restated Employment Agreement

This AGREEMENT is made as of this _25th__ day of January, 2006, by and among PARTNERS trust financial group, inc., a Federal corporation ("Partners Trust" or the "Employer"), and STEVEN A. COVERT, an individual residing in New Hartford, New York (the "Executive").

Other Agreements. The Executive represents and warrants that neither the Executive's employment with the Employer nor the Executive's performance of his obligations hereunder will conflict with or violate the Executive's obligations under the terms of any agreement with a previous employer or other party including agreements to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.

Other Agreements from Employment Agreement

This AGREEMENT is made as of this 1st day of December, 2004, by and among PARTNERS TRUST BANK, a federally chartered stock savings bank (the "Employer") and a wholly owned subsidiary of PARTNERS trust financial group, inc., a Delaware corporation ("Partners Trust"), Partners Trust and RICHARD F. CALLAHAN, an individual residing in Clinton, New York (the "Executive").

Other Agreements. The Executive represents and warrants that neither the Executive's employment with the Employer nor the Executive's performance of his obligations hereunder will conflict with or violate the Executive's obligations under the terms of any agreement with a previous employer or other party including agreements to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.

Other Agreements from Employment Agreement

This AGREEMENT is made as of this 30th day of November, 2004, by and among PARTNERS TRUST BANK, a federally chartered stock savings bank (the "Employer") and a wholly owned subsidiary of PARTNERS trust financial group, inc., a Delaware corporation ("Partners Trust"), Partners Trust and DANIEL J. O'TOOLE, an individual residing in Whitesboro, New York (the "Executive").

Other Agreements. The Executive represents and warrants that neither the Executive's employment with the Employer nor the Executive's performance of his obligations hereunder will conflict with or violate the Executive's obligations under the terms of any agreement with a previous employer or other party including agreements to refrain from competing, directly or indirectly, with the business of such previous employer or any other party.