X0202 4 2004-11-22 0 0000921878 DRUGMAX INC dmaxd 0001242813 GRUA PETER J 28 GARDEN ST BOSTON MA 02114 1 0 0 0 Stock Option 0.5695 2004-11-22 4 A 0 5252 0.5695 A 2004-11-22 Common Stock 5252 5252 D The Options are fully vested but may only be exercised upon the earliest of: (a) January 4, 2006; (b) the date holder's employment with the Company is terminated other than because of holder's conviction for fraud, misappropriation, or embezzlement; (c) the date holder's employment is terminated by holder for Good Reason (as defined in the option agreement) or terminates as a result of holder's death or disability; or (d) a change in control. If holder's employment is terminated by the participant (other than for Good Reason) prior to January 4, 2006, the Options shall become exercisable upon the earlier of the date the Company satisfies the Net Sales Target (as defined in the option agreement) or the date of holder's death if death occurs prior to the date the 2005 financial statements of the Company are certified by the Company's independent accountants. The Options shall terminate upon the earliest of: (a) the date prior to January 4, 2006 that holder's employment is terminated because of holder's final conviction for fraud, misappropriation, or embezzlement; (b) the date the 2005 audited financial statements of the Company are certified by the Company's independent accountants if (x) prior to January 4, 2006, holder's employment was terminated voluntarily by the participant (other than for Good Reason), (y) the Net Sales Target was not achieved and (z) holder has not died; or (c) the tenth anniversary of the date of grant. Julio C. Esquivel, as Attorney-in-Fact for Peter Grua 2004-11-23