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Network Access And Repricing Agreement - NATIONAL HEALTH PARTNERS INC - 9-30-2005

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Network Access And Repricing Agreement - NATIONAL HEALTH PARTNERS INC - 9-30-2005 Powered By Docstoc
					EXHIBIT 10.9 [CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.] NETWORK ACCESS AND REPRICING AGREEMENT THIS NETWORK ACCESS AND REPRICING AGREEMENT (this "Agreement") is made and entered into as of the first day of September 2002 by and between International Health Partners, Inc., an Indiana corporation located at 120 Gibraltar Road, Suite 107, Horsham Pennsylvania ("CARExpress"), and First Access, Inc. ("FA"), a California corporation located at 25108 Marguerite Parkway, # 214, Mission Viejo, California 92692. WHEREAS, FA has arranged for CARExpress to access networks of credentialed providers (a list of provider networks contracted with FA and with which CAREXPRESS will be leasing from FA under this agreement is listed and each is described under Exhibit B of this Agreement.); and WHEREAS, CAREXPRESS desires to enjoy the benefit of the network's negotiated contracted rates for purposes of providing individuals affiliated with CAREXPRESS and who (or whose dependents) are entitled to such contracted rates hereunder ("Cardholders") with the right to take the difference between the contracted rates off of customary charges for services rendered by the preferred providers in accordance with agreements between the Network(s) and such providers; WHEREAS, FA is in the business of automating the re-pricing of charges of preferred provider (the "Network") -time using FA's patent pending repricing system; and WHEREAS, CAREXPRESS desires to purchase access to FA's patent pending repricing system and services; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, CAREXPRESS and FA agree as follows: 1. CAREXPRESS RESPONSIBILITIES 1.01. CAREXPRESS shall purchase FA's repricing services and access to the Network(s) for its specified Cardholders by (1) paying the fees specified in Article 4 below, (2) submitting to FA, no later than the last day of the preceding month, a "full file" eligibility statement (the "Statement") for the entire eligibility record which shall set forth (a) the total number of Cardholders, including any deletions with the appropriate termination dates and (b) the monthly fee due FA hereunder, which fee shall be calculated in accordance with Section 4.02 below, and (3) submitting to FA no later than the last day of the month, the name and identification number of each Cardholder for the following month. All information required by this section shall be provided in a form that is reasonably acceptable to FA.

1.02. At any time, CAREXPRESS may amend the Statement for the current month to include the names of additional Cardholders of CAREXPRESS by submitting to FA either a list of the name and identification number of each such additional Cardholder or a new Statement reflecting the names of such additional Cardholders. CAREXPRESS shall not be entitled to prorate the fees due FA hereunder-in connection with any such additional Cardholder; for each Cardholder listed on a Statement (including any Cardholder added pursuant to this Section 1.01), CAREXPRESS shall pay the applicable fee for the full calendar month in accordance with Section 4.02 below. 1.03. CAREXPRESS may delete Cardholders from the Statement at any time by submitting a Statement specifying the name and identification number of any Cardholder to be so deleted; provided however that CAREXPRESS shall not be entitled to prorate the monthly fee due FA hereunder with respect to any such deleted Cardholder and shall pay FA the full monthly fee for such deleted Cardholder for the month in which such Statement was submitted. 1.04. CAREXPRESS agrees to communicate with and educate its Cardholders in connection with the right to access the Network(s) and to obtain the repricing services provided by FA hereunder. 1.05. Within two (2) business days after receipt by FA of any Statement from CAREXPRESS satisfying the requirements set forth in Section 1.01 above or any amended Statement from CAREXPRESS satisfying the requirements set forth in Section 1.03 above, any and all Cardholders of CAREXPRESS included in such Statement (or amended Statement) shall be entitled to visit any provider in the Network(s) and to receive the contracted prices for services rendered by such provider in accordance with the contract between the Network (s) and such provider. 1.06. FA reserves the right to terminate any individual enrollment of a CAREEXPRESS member for failure to pay a medical provider accessed under FA's program in a timely manner and/or in a manner consistent with that agreed upon between the member and the provider. In such a situation, FA will contact CARExpress with the details of the situation and allow CARExpress to intervene and communicate with the member, and strive to resolve the problem prior to cancellation of the member's access to the networks. 1.07. In order to receive the contracted rates from FA's hospital PPO partners, CAREXPRESS members must follow the pre-certification procedure as outlined in the "NOTICE REGARDING HOSPITAL ACCESS" exhibit C of this contract. Members who failure to follow these procedures will not be entitled to receive the contracted rate.

2. FA RESPONSIBILITIES
2.01. FA agrees to provide to CAREXPRESS access to the FA Network(s) described in Exhibit B of this agreement for CAREXPRESS' Cardholders in accordance with this Agreement. FA warrants that all providers participating in FA networks meet the following criteria: Preferred providers are currently licensed and in good standing in the states in which they practice and have had no significant disciplinary history that will affect the equality of patient care. Preferred providers are credentialed, at a minimum, according to the principles of NCQA credentialling standards. Preferred providers carry professional liability insurance consistent with the greater of state law or Professional Association requirements or overwhelming regional standards of Insurance coverage. Preferred providers shall call a toll free number to access the "First Access" re-pricing system in order to obtain the applicable fee schedule and collect the entire allowable amount from the cardholder at the point of service. Preferred providers shall accept the Network(s) allowable amount for services provided in the provider's office as payment in full. Preferred Providers are not obligated to accept to the contracted rate if the member did not follow the Hospital Pre-Certification or the member's terms and conditions procedures as outlined in the attached Exhibit C. Alpha-numeric, CPT4 codes and provider offices with remote administration may require a paper claim submission either from the provider or the patient. In these instances, FA shall reprice the provider encounter and communicate to both the provider and the cardholder the contracted rate with an Explanation of Benefits letter. The submission of a paper claim, shall not release the provider from it's contractual obligation of providing the cardholder the contracted rate. FA shall provide repricing services for CAREXPRESS' Cardholders in accordance with this Agreement. FA shall provide CAREXPRESS with information on a monthly basis regarding the amount of savings realized by Cardholders based on the network's contracted rates for providers in the Network(s) which were repriced using CAREXPRESS' dedicated toll-free number, including the number of calls made using such number. FA shall provide CARExpress with the option of using any or all of the multiple networks listed in Exhibit B of this Agreement (including their various sub-networks and contracted networks) throughout the country. The FA Network(s) chosen can be on the basis of optimal provider coverage for any CARExpress member or group account,

i.

ii.

iii.

iv.

v.

vi.

2.03

2.04

2.05

most competitive provider contract fees and/or most competitive access fees. FA shall work with CAREXPRESS to identify the most appropriate Network(s) for CAREXPRESS' cardholders. 3. TERM AND TERMINATION The term of this Agreement shall commence upon execution by both parties hereto and shall continue until terminated upon ninety days written notice (however such notice may not be given until one (1) year after the effective date of this Agreement) from one party to the other or until terminated in accordance with Section 4.03 below; provided however that this Agreement shall be immediately terminable by either party (in which event such party shall promptly notify the other party) in the event the other party breaches any material obligation hereunder. In the event of termination, all rights and obligations hereunder shall cease, except for the provisions of Article 13 and Article 16, each of which shall survive the termination of this Agreement. Notwithstanding the preceding sentence, in the event this Agreement shall be terminated by either party as permitted herein, CAREXPRESS shall remain liable for the payment of all fees due FA for services furnished hereunder prior to such termination. 4. COMPENSATION & PRICING 4.01. MONTHLY MINIMUM: CARExpress shall pay to FA a monthly minimum equal to [**] per month, regardless of the number of CARExpress members actively using FA's services. Minimum fees shall accrue if not used and may be applied toward all access fees or retained savings fees due to FA from CARExpress. This monthly minimum shall commence on or before October 15, 2002. ** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

4.02. FA will provide the following services as a part of the paid fees: toll-free provider referral service, pre-certification service, physician, ancillary and facilities, repricing of all claims, claim resolution and provider relations: HOSPITAL, EMERGENCY ROOM AND ANCILLARY FACILITIES DISCOUNTS ARE SEPARATELY NEGOTIATED AND ARE NOT A PART OF THIS AGREEMENT. Monthly fee per cardholder per month: Actual fees will be credited toward the
monthly minimum 0-20,000 20,001 to 50,000 50,001 to 75,000 75,001 to 100,000 100,001 to 250,000 [**] [**] [**] [**] [**]

A. Monthly fees, to be paid no later than the 10th day of each month for the month immediately preceding, based on the aggregate number of all Cardholders listed on the Statements submitted for such preceding month by CAREXPRESS to FA in accordance with Section 1.01 and 1.02 above, which fees shall be calculated by multiplying such total number of Cardholders by the applicable monthly fee. 4.03. Retention of Earned Savings: CARExpress and FA have not completed negotiations yet on the sharing of retained savings when CARExpress group accounts choose to retain a percentage of the savings achieved from use of the FA network. This contract will include those fees in a separate exhibit when both parties have agreed on the terms. 4.04. FA may adjust its fees due hereunder after receiving an increase notice from the Network(s). FA will provide written notice to CAREXPRESS at least 60 days prior to the date of such adjustment. For a period of fifteen days after the date of any such notice, CAREXPRESS shall have the option to terminate this Agreement by giving written notice to FA of the exercise of such option, such termination to be effective as of the business day immediately preceding the effective date of the proposed fee adjustment. FA will be limited, however, to a maximum of 10% increase once each year. 4.05. Subject to 4.06 below, in the event of any material breach of any term of this Agreement by either party hereto which remains uncured after thirty (30) days written notice by the non-breaching party to the breaching party, or if such breach cannot be cured within said thirty (30) day period, then the non-breaching party shall have the right to terminate this Agreement by delivery of written notice to the other party in the manner provided by this Agreement. ** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

4.06. If CAREXPRESS fails to pay within ten (10) days of receipt of billing, FA may notify CAREXPRESS in writing of such failure to pay and issue warning to CAREXPRESS that if payment in full for all previously billed amounts is not received within fourteen (14) days from date of notice, the Agreement may be terminated. If CAREXPRESS fails to pay in full all previously billed invoices within the fourteen- (14) day period following notification, FA may notify CAREXPRESS of such failure to pay and immediately terminate this Agreement. Termination of the Agreement does not relieve CAREXPRESS of the obligation to pay all moneys due. 5. COMMUNICATIONS FA will cooperate with CAREXPRESS in the preparation and dissemination of the materials required by Section 1.05 above. CAREXPRESS shall not use the First AccessTM, ANY DOCTORTM or the Network(s)'s trademarks, service marks or tradenames in any advertisement or publication without the written consent of FA. CAREXPRESS will submit all communications materials, including but not limited to, I.D. cards, enrollment, and marketing materials, to FA for written approval before distribution to any client or Cardholder. 6. NOTICES Any notice required or given under this Agreement shall be in writing and delivered in person, sent by certified or registered mail, return receipt requested, or next day mail or courier, and addressed to the other party at the address set forth below, or at such other address as the party may designate in writing. Notices delivered in person or sent by next day mail or courier shall be deemed to have been given on the day actually received. Notices sent by registered or certified mail shall be deemed to have been given on the earlier of the third day after the date such notice was sent or the day actually received; provided however that if such day falls on a weekend or legal holiday, receipt shall be deemed to occur on the business day following such weekend or legal holiday. International Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA. 19044 Attn: Dr. Dennis Bowers, CEO First Access, Inc. 25108 Marguerite Parkway, # 214 Mission Viejo, CA 92691 Attn: Kimberly Darling, President

7. ASSIGNMENT The rights and duties of either party shall not be transferred or assigned in whole or in part without the prior written consent of the other; provided however that either party may assign this Agreement to a present or future affiliate, subsidiary or successor in interest who succeeds to all or substantially all of the assets and operations of such party. 8. FORCE MAJEURE Neither party shall be responsible for delays or failures of performance resulting from acts beyond the control of such party. Such acts include, but are not limited to, acts of god, strikes, lockouts, riots, acts of war, epidemics, government regulations imposed after the effective date hereof, fire, communication line failures, power failures, earthquakes or other disasters. 9. OWNERSHIP CAREXPRESS acknowledges that all right, title and interest in and to the proprietary concepts, methods, techniques, processes, adaptations and ideas that pertain to FA's First Access patent pending repricing system or any derivative work associated therewith (collectively, "Proprietary Information") shall remain with FA. CAREXPRESS acknowledges that the Proprietary Information was developed or acquired by FA through the expenditure of substantial time and expense, and CAREXPRESS agrees, that without the prior written consent of FA, it shall not copy or otherwise reproduce, misappropriate, distribute, disclose, transfer or use any Proprietary Information except as expressly contemplated in this Agreement. 10. RESPONSIBILITY TO AND RIGHTS OF THIRD PARTIES CAREXPRESS acknowledges and agrees that (a) FA does not practice medicine or any other profession, (b) FA does not control the provision of services to CAREXPRESS' Cardholders, (c) FA has no responsibility for the care and treatment of CAREXPRESS' Cardholders rendered by preferred providers in the Network(s), such care and treatment being the sole responsibility of the preferred providers in the Network(s), and (d) FA has no responsibility for any activities related to the credentialing of preferred providers in the Network(s). 11. COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same instrument. 12. SEVERABILITY Should any provision of this Agreement be adjudged unlawful or invalid by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13. ATTORNEY'S FEES In the event of any action or threatened action between the parties to enforce the terms of this Agreement, in addition to any other relief it may be awarded, the prevailing party shall be entitled to be reimbursed by the other party for the prevailing party's costs incurred in connection therewith, including but not limited to legal and expert witness fees. 14. ARBITRATION 14.01. Any controversy, dispute or claim arising out of or in connection with this Agreement shall be resolved, upon the request of either party hereto ("Request"), by final and binding arbitration ("Arbitration") conducted in Orange County, California, in accordance with the provisions hereof. Except as otherwise provided herein, the Arbitration shall be commenced and conducted in accordance with the Rules of Practice and Procedures of the Judicial Arbitration and Mediation Services, Inc. ("JAMS") as in effect at the time ("JAMS Rules"). The exact time and location of the Arbitration proceeding will be determined by the arbitrator. The parties shall jointly select one arbitrator from the Orange County JAMS panel of arbitrators. If the parties are unable to agree upon an arbitrator within sixty (60) days of the Request for Arbitration, the arbitrator shall be selected in accordance with the JAMS Rules. All testimony in the Arbitration proceeding shall be given under oath. 14.02. Commencement of any Arbitration pursuant hereto shall be subject to the same statutes of limitations as would apply if the matter were to be filed in a court of law or equity. 14.03. The arbitrator shall have the power to grant all legal and equitable remedies provided by California or federal law, provided however, that the arbitrator (a) shall not have the power to award punitive or exemplary damages and (b) shall be bound by applicable statutory and case law in rendering a decision. The decision of the arbitrator shall be in writing and shall include written findings of fact and conclusions of law. The decision of the arbitrator shall be final and unreviewable for any error of any kind, except (i) if the Arbitration was not conducted in accordance with the provisions hereof or the JAMS Rules (except to the extent the JAMS Rules are not provided for herein), or (ii) for those reasons set forth in California Code of Civil Procedure Section 1286.2, provided, however, that the arbitrator's decision shall not be subject to review because of any claimed error in interpreting, following or applying applicable law in deciding the matter subject to the Arbitration. 14.04. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof and the award may be judicially enforced. 15. GOVERNING LAW The laws of the State of California shall govern this Agreement, without giving effect to its conflicts of law provisions.

16. CONFIDENTIALITY AND NON-COMPETITION 16.01. Each party may, in the course of the relationship established by this Agreement, disclose to the other party in confidence non-public information concerning such party's earnings, volume of business, methods, systems, practices, plans and other confidential or commercially valuable proprietary information, including any confidential and proprietary information of third parties which FA is contractually obligated to protect, such as information regarding negotiated contracted rates of preferred providers in the Network(s) and information related to the methodology of re-pricing claims hereunder (collectively, "Confidential Information"). Each party acknowledges that the disclosing party (or if applicable, a third party to whom FA is contractually obligated) shall at all times be and remain the owner of all Confidential Information disclosed by or on behalf of such party, and that the party to whom Confidential Information is disclosed may use such Confidential Information only in furtherance of the purposes and obligations of this Agreement. The party to whom any Confidential Information is disclosed shall use its best efforts, consistent with the manner in which it protects its own Confidential Information, to preserve the confidentiality of any such Confidential Information which such party knows or reasonably should know that the other party (or if applicable, a third party to whom FA is contractually obligated) deems to be Confidential Information. Neither party shall use for its own benefit, or disclose to third parties any Confidential Information of the other party without such other party's written consent. 16.02. CAREXPRESS agrees that, during the term of this Agreement and for a period of eighteen months after the termination thereof by either party, CAREXPRESS shall not influence or seek to influence, directly or indirectly, any of FA's customers, business partners, vendors and affiliates to avoid, discontinue or limit such entity's business relationship with FA, (2) enter into any business relationship with FA's business partners, vendors and affiliates who are involved with FA's patent pending telephonic repricing services or whose names and roles may be disclosed to CAREXPRESS under this Agreement. FA agrees that, during the term of this Agreement and for a period of eighteen months after the termination thereof by either party, FA shall not influence or seek to influence, directly or indirectly, any of CAREXPRESS' customers, business partners, vendors and affiliates to avoid, discontinue or limit such entity's business relationship with CAREXPRESS, (2) enter into any business relationship with CAREXPRESS' business partners, vendors and affiliates who are involved with CAREXPRESS' contracted card services or whose names and roles may services or whose names and roles may be disclosed to FA under this Agreement. 16.03. This Agreement and the terms hereof shall remain confidential and neither party shall disclose this Agreement or the terms hereof to any other party, except as required by law.

17. ARTICLE HEADINGS The Article headings included in this Agreement are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire agreement and understanding of the parties' subject matter hereof and shall supersede any and all prior and concurrent agreements, whether oral or written, between the parties regarding the subject matter hereof. The parties acknowledge and agree that neither of them has made any representations with respect to the subject matter of this Agreement, or any representation inducing the execution and delivery hereof except such representations as are specifically set forth herein, and each of the parties hereto acknowledges that it has relied on its own judgment in entering into the same. 19. NO AGENCY No agency is created by the terms of this Agreement, and CAREXPRESS shall have no authority to obligate FA in any way, contractually or otherwise. 20. AUTHORITY Each person signing this Agreement on behalf of a party hereto represents that he or she is duly authorized to do so on behalf of such party and that such party has taken all necessary action in order to be bound by the terms hereof. In witness whereof, this Agreement is executed this 18th day of September, 2002. International Health Partners, Inc.
/s/ R. Dennis Bowers ----------------------------------Dr. R. Dennis Bowers: Title: CEO By:

First Access, Inc.
By: /s/ Kimberly Darling ----------------------------------Kimberly Darling Title: President

Exhibit B Provider Networks Following are the summary descriptors of each of the PPO networks that comprise the FA networks that CARExpress will be leasing from FA. These networks will be amalgamated into an overall data base on the CARExpress website, allowing CARExpress members to identify participating providers, their location and specialty descriptors.
PPO Name #Hospitals #doctors #ancillary facilities ----------------------------------------------------------------------------------------------1. 2. PPO NEXT International Med Care 3,700 4,000 337,307 350,000 3,800 75,000

Omitted Exhibits The following exhibits to the Network Access and Repricing Agreement have been omitted:
Exhibit ------A C Exhibit Description -------------------CARExpress Cardholder Obligations Member Terms and Conditions

The Company agrees to furnish supplementally a copy of the foregoing omitted exhibits to the Securities and Exchange Commission upon request.

EXHIBIT 10.10 [CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.] NETWORK LEASING AGREEMENT This NETWORK LEASING AGREEMENT is made as of the 18th day of December, between National Benefit Builders, Inc. (NBBI), Inc a New Jersey corporation ("NBBI"); located at 248 Columbia Turnpike, Florham Park, NJ 07932 and International Health Partners, Inc. ("LESSEE") located at 120 Gibraltar Road, Suite 107, Horsham, PA and provides as follows: RECITALS NBBI is a service and marketing organization engaged in the business of providing certain products and services (hereinafter collectively referred to as ("Network(s)") to groups and consumers. LESSEE, an independent contractor as to NBBI, markets programs and services to utility companies, insurance companies, businesses, financial institutions, marketing companies associations and individuals, which become Clients of LESSEE ("Clients"). LESSEE desires to make certain NBBI Networks, more particularly described in Schedule A, available to certain Clients of LESSEE. Client's customers and employees who are eligible to access the Networks are hereinafter referred to as "Member(s)". NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants hereinafter contained, NBBI and LESSEE, each intending to be legally bound hereby agree as follows: I. OBLIGATIONS OF NBBI NBBI agrees to render the services specified in this Agreement regardless of whether the Networks are supplied by NBBI, an affiliate, or other service company represented by NBBI. To this end, NBBI shall: (A) Provide the Networks in the United States of America where permitted by local, state and federal laws. (B) Provide LESSEE with updated information regarding the Networks in a timely manner whenever such information is made available to NBBI. NBBI shall not be responsible for providing such updated material directly to Members or Clients. LESSEE shall use such information only to print materials concerning Networks for dissemination to Members or for an Internet based search. (C) Ensure that service for all aspects applicable to the Networks is provided to the LESSEE during the term of this Agreement commonly referred to as Level 2 service. II. OBLIGATIONS OF LESSEE LESSEE shall: (A) Be responsible for notifying any Member in the event the LESSEE or LESSEE's Client wishes to terminate the Networks described herein for that Member. 1

(B) Forward or cause to be forwarded immediately to NBBI notice of complaints or correspondence arising pursuant to any of the Networks described herein and which are received by LESSEE. (C) Assume responsibility for administration of any inquiry that may occur in relation to the Networks as may be applicable to this Agreement and which is under the control and administration of LESSEE. (D) Render customer service and general program administration for complaints, notifications, updates and other Member inquiries commonly referred to as level 1 service. (E) Promptly after enrollment of any new Members for the Membership Services described herein, LESSEE shall send to NBBI the appropriate documentation as determined by NBBI as defined in Schedule (C). An example of the file format that NBBI accepts is set forth in Schedule (C). (F) Provide or require its Clients to provide its Members identification cards that display a mark or logo identifying the Networks and prominently displays the phrase "THIS IS NOT INSURANCE". (G) LESSEE shall be responsible for complying with all laws, rules and regulations applicable to the marketing and use of the Networks. III. FULFILLMENT AND PROMOTIONAL MATERIALS (A) LESSEE shall use only those materials referencing the Networks approved in writing by NBBI, which approval shall not be unreasonably withheld, when describing or making any reference to the Networks contained in this Agreement. (B) NBBI shall use its best efforts to respond to all proposed printed materials within seven (7) business days of NBBI's receipt of such materials. (C) After making copy corrections, LESSEE shall promptly forward to NBBI the final copy to be printed, for NBBI's final approval. (D) LESSEE shall insure that any name/phrase/symbol that LESSEE elects or chooses to refer to the Networks is approved by proper local, state and federal authorities. IV. COMPENSATION (A) LESSEE shall pay to NBBI a monthly fee as set forth in Schedule B attached hereto ("Access Fee"). The Access Fee shall include coverage for the Member and such Member's dependents, persons who reside in such Member's household or others who are included within the Member's plan as determined by NBBI. Such payments shall be made by LESSEE to NBBI on or before the fifteenth (15th) day of each month following the month in which a Member is eligible for network services, and shall be based on the total number of new and renewal Members eligible as of the last day of the previous month. No retroactive adjustments shall be permitted with respect to any Members. Any past due Access Fees shall be subject to a monthly late payment fee equal to the greater of (i) 1.5% of the past due amount or (ii) 2

$50.00, provided that in no event shall such fee exceed the maximum amount permitted under applicable law. (B) NBBI shall have the right to increase the per membership unit fee on any renewal fee at the end of the first Agreement term, or any time thereafter, with not less than ninety (90) days notice to LESSEE prior to the effective date of such increase. Such increase shall be in effect for a period of at least one (1) year from the effective date. V. AUDIT NBBI shall have the right for an independent third party auditor to review the books and records of LESSEE for the purpose of auditing the payments made or required to be made to NBBI by LESSEE under this agreement. NBBI may exercise such right of audit during normal business hours, upon reasonable notice to LESSEE. LESSEE shall cooperate with NBBI's auditor in the performance of any audit. NBBI shall be responsible for the cost of the audit unless the audit reveals a discrepancy of more than ten percent (10%) in the amount of fees owing NBBI, in which case LESSEE shall be responsible for the cost of such audit. VI. TERM AND TERMINATION (A) The initial term of this Agreement shall begin on the 1st day of March, 2004 (the "Commencement" date) and continue for two (2) years or until terminated sooner as provided herein (the "Initial Term"). Provided NBBI or LESSEE, respectively, is not in default under this Agreement, the Initial Term shall be automatically renewed for additional terms of one (1) year each, unless either party gives written notice of its intention to terminate the Agreement at least sixty (60) days prior to the expiration of the then current term. Except as otherwise provided herein, all the terms of this Agreement shall remain in full force and effect during such renewal term(s). (B) Either party may terminate this Agreement by giving the other party at least sixty (60) days written notice prior to the expiration of the current term of this Agreement. This Agreement may only be amended from time to time by a writing signed by authorized officers of both parties. (C) If either party shall fail to perform any of its obligations hereunder, of if any warranty made by either party is breached, and such status shall continue to exist for thirty (30) days after the other party has given written notice thereof, then such other party may declare this Agreement terminated. (D) Either party may terminate this Agreement at any time without advance written notice upon the occurrence of a bankruptcy event. A bankruptcy event occurs if: (i) the other party suspends or goes out of business, substantially reduces business operations, becomes insolvent or unable to meet its debts as they mature, calls a meeting of its creditors, sends notice of a proposed bulk sale of all or a substantial part of its business, makes any general assignment for the benefit of its creditors, or commits an act of bankruptcy; or 3

(ii) any petition is filed by the other party initiating a bankruptcy, arrangement, reorganization, or other proceeding under any provision of the U.S. Bankruptcy Code or similar law or such a proceeding is filed against such party and is not removed or discharged within sixty (60) days after the filing thereof; or (iii) a receiver or trustee is appointed for the other party or for any or all of its property. (E) The termination or modification of any Network shall not affect nor prohibit the enforcement of this Agreement as it applies to any remaining Networks. (F) All obligations of LESSEE or NBBI incurred under this Agreement as of the date of termination shall survive such termination and shall not affect the rights of the LESSEE or NBBI, as the case may be, in the performance of this Agreement. VII. INDEMNIFICATION Each party shall hold harmless and indemnify the other party against any and all claims, actions, proceedings, expenses, damages, judgments and liabilities, including reasonable attorney's fees and court costs, arising in connection with this Agreement and/or the services to be provided hereunder due to the other's negligence, breach of this Agreement or failure to perform in accordance with the provisions of this Agreement. The indemnity contained in this paragraph shall survive the termination of this Agreement. VIII. ASSIGNMENT The rights and obligations of the assigning party under this Agreement shall not be assigned to any other individual, firm, corporation, association or other entity without the prior written approval of the non-assigning party which consent shall not be unreasonably withheld. IX. INDEPENDENT CONTRACTOR STATUS LESSEE hereby acknowledges that its relationship with NBBI is that of an independent contractor and not that of an employee, agent, joint venture or partner. With respect to the performances covered by this Agreement, NBBI and LESSEE agree that LESSEE, its employees, agents, sales representatives and Clients shall not be treated as an employee for any purpose. X. AUTHORITY OF LESSEE LESSEE acknowledges that this Agreement does not constitute LESSEE as an agent or legal representative of NBBI for any purpose other than those express purposes contained in this Agreement. Other than expressly provided herein, LESSEE is not granted any right or authority to assume or create any obligation or responsibility express or implied, on behalf of or in the name of NBBI or to bind NBBI in any manner. 4

XI. CONFIDENTIALITY (A) The parties each acknowledge and agree that all information revealed, obtained, or developed in the course of or in connection with the performance of this Agreement, which is designated in writing as confidential or proprietary information, shall be considered as confidential or proprietary information which shall not be disclosed by either party to any third party without the prior written consent of the other party. Each party also agrees that any dissemination of the aforementioned information shall be restricted to a "need to know basis" within its own business entity for the purpose of performance hereunder. (B) Each party further agrees to maintain and cause its employees, agents, representatives and officers to keep confidential the nature of each party's obligations hereunder and not to disclose any confidential or proprietary information with respect thereto to any third party or entity. The foregoing obligations of the parties shall not apply to any information that is or becomes known in the public domain other than as a consequence of a breach by one of the parties of its obligations hereunder, is independently developed by a party or is rightly obtained by a party from third parties. XII. COVENANT NOT TO DISCLOSE OR SOLICIT (A) In performing its obligations pursuant to this Agreement, each party may have access to and receive disclosure from the other of certain proprietary and confidential information, including, but not limited to, financial records, technological developments, marketing strategies, Member lists, Participating Provider lists, employee lists, and other information considered by the disclosing party to be confidential and proprietary (herein collectively referred to as "Confidential Information"). For purposes of this Section, the financial terms of this Agreement are Confidential Information of each party. Confidential Information does not include: (i) information learned from a third party entitled to disclose it and who is not in violation of a contractual, legal or fiduciary obligation to either party, (ii) information which is or becomes known publicly through no fault of either party or, (iii) information already known by either party prior to disclosure from the other party, as shown by the receiving party's records. (B) Each party will receive Confidential Information in confidence, will use it solely for the purpose of and as necessary to fulfill its obligations under this Agreement and will not reveal it to any third party, other than a corporate affiliate, without the express written consent of the other party. Each party will take appropriate measures to prevent its agents, employees and subcontractors from using or disclosing any Confidential Information, except as is expressly permitted under this Agreement. (C) Injunctive Relief. NBBI hereby consents and agrees that for any violation of any of the provisions of this section of the Agreement, a restraining order and/or an injunction may issue against it or its Agents, employees, and independent contractors in addition to any other rights that LESSEE may have. In the event that LESSEE is successful on the verdict in any suit or proceeding brought or instituted by LESSEE to enforce any of the provisions of this Agreement or on account of any damages sustained by LESSEE by reason of violation by NBBI of any of the terms and/or provisions of this Agreement to be performed by NBBI, NBBI agrees to pay to LESSEE reasonable attorneys' fees. Similarly, NBBI may recover its 5

reasonable attorneys' fees if it successfully defends any lawsuit brought by LESSEE or if NBBI brings and is successful on the verdict in any lawsuit it brings against LESSEE. LESSEE hereby consents and agrees that for any violation of any of the provisions of this section of this Agreement, a restraining order and/or an injunction may issue against it or its Agents, employees, Clients, and independent contractors in addition to any other rights that NBBI may have. In the event that NBBI is successful on the verdict in any suit or proceeding brought or instituted by NBBI to enforce any of the provisions of this Agreement or on account of any damages sustained by NBBI by reason of the violation of LESSEE of any of the terms and/or provisions of this Agreement to be performed by LESSEE, LESSEE agrees to pay to NBBI reasonable attorneys' fees. Similarly, LESSEE may recover its reasonable attorneys' fees if it successfully defends any lawsuit brought by NBBI or if LESSEE brings and is successful on the verdict in any lawsuit it brings against NBBI. XIII. NOTICES (A) All notices under this Agreement shall be in writing and shall be sufficiently given and served upon the other party if given personally or mailed by certified mail to the following addresses:
IF TO NBBI: Barry Forester National Benefit Builders, Inc. 248 Columbia Turnpike Florham Park, NJ 07932 IF TO THE LESSEE: Dr. Dennis Bowers Int'l Health Partners, Inc. 120 Gibraltar Road, Suite 107 Horsham, PA 19044

(B) Any notice mailed by certified mail or registered mail, return receipt requested, postage prepaid to the above addresses shall be effective forty eight (48) hours after deposit in the United States mail, duly addressed and with postage prepaid. Such addresses may be changed from time to time upon written notice to the other party. XIV. CONTINUED RESPONSIBILITIES UPON TERMINATION Notwithstanding any termination of this Agreement at LESSEE's or NBBI's option, NBBI shall continue to honor Members membership and provide the negotiated prices to LESSEE for Members holding such membership after any expiration or termination of the Agreement (unless such termination is for a material breach, in which case, continuance shall be at the option of the terminating party) until the expiration date of the Members current contract period up to one year for those Members covered prior to the termination date. All accounts of this Agreement shall continue in effect with respect to those Members for whom NBBI's services shall continue under this section. XV. EXCLUSIVE RIGHT TO MARKET LESSEE acknowledges that during the term of this Agreement and for a period of twelve (12) months after termination of this Agreement for any reason, that it shall not provide the Networks that have been obtained by any means, through any source other than from NBBI to its Clients and Members. 6

XVI. MISCELLANEOUS (A) Section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. (B) This Agreement may be executed in counterparts, each of which shall be deemed to be an original, all of which together shall constitute one and the same instrument. (C) Whenever the singular number is used in this Agreement and when required by the context, the same shall include the feminine and neuter genders, and the word "person" shall include corporations, firms or associations. (D) Both parties shall fully comply with all applicable federal, state and local laws, ordinances and regulations, as they may be applicable to this Agreement. (E) References herein to LESSEE and NBBI shall be deemed to include its employees, agents, sales representatives and sales force. (F) This Agreement sets forth the entire Agreement and understanding of the parties with respect to the matters covered hereby and supersedes all prior agreements, arrangements and understanding relating to such matters. (G) No representation, promise, inducement or statement of intention has been made by NBBI or LESSEE that is not embodied in this Agreement. (H) This Agreement may be amended, modified, superseded or canceled, and any of the terms, provisions and conditions may be waived, only by a written instrument executed by NBBI and LESSEE. Failure of either party at any time or times to require performance of any provision herein shall not be construed to be a waiver of any succeeding breach of such provision by such party. (I) If any provision of this Agreement shall at any time be deemed to be invalid or illegal by the entry of a final judgment from a court of competent jurisdiction, which judgment is not subject to appeal, then, in that event, this Agreement shall continue in full force and effect with respect to the remaining provisions of this Agreement as if the invalidated provision had not been contained herein. (J) This Agreement has been negotiated and entered into by each party with the independent advice of counsel and shall not be construed against one party or the other based on which party drafted any portion of this Agreement. (K) NBBI shall not be responsible for delays in performance due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, restrictions, transportation conditions, products/service suppliers or any other causes whatsoever that are beyond the reasonable control of NBBI. (L) NBBI and LESSEE are performing the services hereunder as independent contractors and no joint venture, partnership, employment, agency or any other relationship is created by this Agreement. Neither NBBI nor LESSEE is authorized to represent the other for purpose, except as specifically provided in this Agreement. 7

(M) The parties hereby agree that this Agreement shall be interpreted, construed and enforced exclusively according to the laws of the State of New Jersey. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers the day and year first written above. NATIONAL BENEFIT BUILDERS, INC. Printed Name: Kevin Faherty
By: /s/ Kevin Faherty --------------------------------Title: President Date: 1/4/04 ------------------------------

LESSEE Int'l Health Partners, Inc. Printed Name: Dr. R. D. Bowers
By: /s/ R. D. Bowers --------------------------------Title: CEO ------------------------------Date: 12/18/03 -------------------------------

8

SCHEDULE A - MEMBER SERVICES NBBI shall make available to LESSEE the following Networks: CIGNA Dental Network Access A discounted dental network containing approximately 50,000 providers nationally, who have agreed to provide their services at pre-determined, discounted rates in consideration for a co-payment of 100% from their patients. 9

SCHEDULE B (REVISED 12/29/03) NETWORK ACCESS FEES*
Total Number of Members Per Month Up to 10,000 10,001 - 25,000 25,001- 50,000 50,001 - 100,000 100,001 - 250,000 250,001 - 500,000 over 500,000 Monthly Access Fee CIGNA Dental Network Access Network [**] [**] [**] [**] [**] [**] [**]

THE MINIMUM MONTHLY PAYMENT SHALL BE [**] In the event that LESSEE enrolls a total of 3,000 members after this contract is in effect for ninety (90) days, NBBI shall issue a credit for the difference between the actual amount billed and the amount that would have been billed had the minimum monthly payment not been invoked for that period. * MONTHLY ACCESS FEE PRICING EXCLUDES PRINTING AND FULFILLMENT. ** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 10

Omitted Schedule The following schedule to the Network Leasing Agreement has been omitted:
Schedule -------C Schedule Description -------------------Eligibility File Format

The Company agrees to furnish supplementally a copy of the foregoing omitted schedule to the Securities and Exchange Commission upon request.

EXHIBIT 10.11 [CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.] ADVANCEPCS, L.P. MANAGED PHARMACEUTICAL BENEFIT AGREEMENT CONSUMER CARD PROGRAM THIS AGREEMENT (the "AGREEMENT") is made as of July 1, 2001 (the "EFFECTIVE DATE") by and between INTERNATIONAL HEALTH PARTNERS, INC. ("CUSTOMER") and AdvancePCS, L.P., a Delaware limited partnership, together with its affiliates ("ADVANCEPCS"), for the purpose of delineating the terms and conditions under which AdvancePCS will provide certain managed pharmaceutical benefit services to Customer. 1. DEFINITIONS As used in this Agreement, the following terms and phrases, when capitalized, shall have the meanings set forth below. 1.1. "ADVANCEPCS" shall mean the corporation AdvancePCS and any subsidiaries or affiliates thereof. 1.2. "BASE SERVICES" means those Services described in Exhibit A--Sections 1, 3A, 4 and such other services listed in Exhibit A hereto which are selected by Customer pursuant to the implementation documents (collectively the "SERVICES"). 1.3. "BENEFITS" means the prescription drug discounts for which Members are eligible pursuant to the Plan. 1.4. "CHANGE IN LAW" means any change in any Law, or change in the judicial or administrative interpretation of, or adoption of, any Law occurring after the Implementation Date or the date this Agreement is executed, whichever is earlier. 1.5. "CLAIMS" shall mean claims processed by AdvancePCS in connection with the Plan. 1.6. "IMPLEMENTATION DATE" means the date on which AdvancePCS begins processing Claims under this Agreement. 1.7. "LAW" means any federal, state, local or other constitution, charter, act, statute, law, ordinance, code, rule, regulation, order, specified standards or objective criteria contained in any applicable permit or approval, or other legislative or administrative action of the United States of America, or any state or any agency, department, authority, political subdivision or other instrumentality of either thereof or a decree or judgment or order of a court. 1.8. "MEMBER" means an individual who has been designated by Customer in writing (or by electronic, tape or other means approved by AdvancePCS) to AdvancePCS as eligible for Benefits under the terms of the Plan. 1.9. "NETWORK PROVIDER" means a provider that has agreed to provide certain pharmacy services to Members in accordance with the terms of its agreement with AdvancePCS. Page 1

1.10. "PLAN" means the processing parameters and other information concerning Customer's prescription discount plan, as disclosed by Customer to AdvancePCS pursuant to Section 4.1 hereof, which will be used by AdvancePCS to process Claims under this Agreement. 1.11. "RECORDS" means any records the parties have regarding the Claims Information in connection with this Agreement. 1.12. "SERVICES" shall have the meaning used in Section 2.2. 1.13. "SYSTEM" means AdvancePCS' proprietary remote electronic claims adjudication process. 2. STATEMENT OF SERVICES 2.1. GENERAL. AdvancePCS shall provide Services to Customer under this Agreement under AdvancePCS' "Consumer Card Program" (the "Program"), a pharmaceutical benefit management program pursuant to which a Member pays one hundred percent (100%) of the applicable Network prescription price at the point of sale. 2.2. SERVICES. AdvancePCS shall provide to Customer the Base Services and such other Services listed in Exhibit A hereto which are selected by Customer (collectively, "SERVICES"). 2.3. ADDITIONAL SERVICES. If (i) Customer requests AdvancePCS to provide services other than the Services, including but not limited to special research projects, reports not included in Services, additional identification cards or other tasks to be specifically performed for or on behalf of Customer, (ii) to initially implement the Plan or to implement changes to the Plan AdvancePCS is required to make system changes, or (iii) AdvancePCS incurs costs or charges necessitated by the acts or omissions of Customer, then, in any event, Customer shall pay to AdvancePCS an additional charge to be mutually agreed upon by the parties in writing before such services ("Additional Services") are provided. 2.4. COMPLIANCE WITH LAW. Customer acknowledges that AdvancePCS shall have no responsibility to advise Customer regarding Customer's compliance with any applicable federal, state or local law, including, without limitation, the Employee Retirement Income Security Act ("ERISA") and the Americans With Disabilities Act ("ADA"). Upon Customer's request and at its expense, AdvancePCS shall cooperate and take reasonable steps to comply with any Laws applicable to the creation or maintenance of a pharmacy network, including any willing provider Laws. Customer shall furnish AdvancePCS, in a timely manner, all information necessary for such cooperation and compliance efforts. 3. FEES AND PAYMENT 3.1. FEES. As consideration for the Services (including, but not limited to, Formulary Services), Customer shall pay to AdvancePCS or shall require Member to pay to AdvancePCS the applicable fees for such Services specified in Exhibit B. [**] ** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 2

[**] AdvancePCS shall invoice Customer for any fees (for services other than Base Services) monthly, and payment shall be due within twenty (20) days of Customer's receipt of the invoice. Customer agrees to make any necessary disclosures to, and obtain any necessary authorization from, Members as required by Law to properly authorize payment to AdvancePCS. 3.2. LATE PAYMENTS. If at any time Customer shall fail to pay AdvancePCS on or prior to the due date any amount owing to AdvancePCS hereunder, Customer shall pay to AdvancePCS an amount (the "FINANCE CHARGES") equal to interest on such overdue amount(s) at the Periodic Rate; provided, however, that if the Periodic Rate exceeds the maximum legal rate permitted by Law, the Periodic Rate shall be reduced to the maximum amount permitted by Law. 3.3. CERTAIN REMEDIES. Notwithstanding Section 9, if at any time Customer shall fail to pay AdvancePCS on or prior to the due date any amount owing to AdvancePCS hereunder, AdvancePCS shall have the right, upon written notice to Customer via facsimile to the facsimile number provided in the Agreement, to (1) suspend performance of any and all of AdvancePCS' obligations under or in connection with this Agreement, including AdvancePCS' obligation to process Claims, (2) immediately advise Network Providers that the AdvancePCS prescription adjudication system is not available in connection with the Plan, (3) apply all or any portion of any security posted by Customer with AdvancePCS to Customer's delinquent account and (4) set off against any amounts otherwise payable to Customer under this Agreement any amounts due from Customer under this Agreement. Customer shall be responsible for all costs of collection and agrees to reimburse AdvancePCS for such costs and expenses, including reasonable attorneys' fees. Nothing in this Agreement shall limit, and the parties agree that in addition to the rights specified in this Section, AdvancePCS shall retain, any and all rights AdvancePCS may have at law, equity or under this Agreement. 3.4. SECURITY. If at any time and from time to time during the term of this Agreement AdvancePCS shall determine, based on Claims volume, payment record and/or Customer's latest financial information, that there are reasonable grounds for insecurity on the part of AdvancePCS as to the ability of Customer to meet its financial commitments hereunder as they become due, AdvancePCS shall have the right to require Customer to provide security in such amount and form and at such time as AdvancePCS deems necessary. Customer shall provide such security within ten (10) days of AdvancePCS' request. Customer agrees to furnish audited financial statements to AdvancePCS from time to time upon AdvancePCS' request. Such financial statements shall be kept confidential by AdvancePCS and used solely for internal review purposes to determine credit requirements. 4. CUSTOMER OBLIGATIONS 4.1. PLAN INFORMATION; MEMBER ELIGIBILITY. Throughout the term of this Agreement, Customer, at Customer's expense, shall provide to AdvancePCS any and all information concerning Customer's Plan and Members needed by AdvancePCS to perform the Services or any Additional Services, including, without limitation, processing parameters ** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 3

and Member enrollment and eligibility updates. All such information shall be complete and accurate and shall be provided in a format and media approved by AdvancePCS. 4.2. CONFIRMATION REPORTS. From time to time, AdvancePCS may provide Customer with reports confirming (i) all or some portion of the Plan information submitted to AdvancePCS, (ii) Member enrollment or eligibility data, (iii) Claims or billing activity during a specific period, and/or (iv) any action or actions taken by AdvancePCS in performing Services or Additional Services hereunder. Customer shall review such report and notify AdvancePCS in writing of any errors or objections within twenty (20) days of receipt of the report. Until Customer notifies AdvancePCS of any errors or objections, AdvancePCS shall be entitled to rely on the information contained in the report. If Customer does not notify AdvancePCS of any errors or objections within such twenty (20) day period, the information contained in the report shall be deemed accurate, complete and acceptable to Customer. 4.3. DRUG CLASSIFICATION/PRICING. Customer agrees to accept the drug average wholesale price source(s) selected by AdvancePCS for purposes of pricing and classifying (e.g., legend vs. over-the-counter, brand vs. generic) drugs in connection with this Agreement. 4.4. MEMBER AUTHORIZATIONS. Customer represents to AdvancePCS that it has or shall obtain any Member authorizations required by Law, if any, for AdvancePCS to perform the Services or any Additional Services under this Agreement or under any Implementation Document. 4.5. MARKETING MATERIALS. Customer agrees to use only AdvancePCS' approved marketing brochures and other advertising materials (in any medium) that has been approved by AdvancePCS. Customer agrees to pay a reasonable charge, as established by AdvancePCS, for such materials that are provided by AdvancePCS. AdvancePCS may terminate this Agreement immediately as provided in Section 8.2.6 in the event Customer fails to comply with the provisions of this Section 4.5. 4.6. COMPLIANCE WITH LAW. Customer agrees to comply with all Laws applicable to its Program, including without limitation insurance licensing, antitrust, consumer protection, and any other Laws that may apply. AdvancePCS shall have no responsibility for determining the applicability or effect of any such Laws. 4.7. MINIMUM MEMBERSHIP. Customer agrees that at all times during the term of this Agreement, there shall be a minimum of ten thousand (10,000) Members in Customer's Program. If, as of the effective date of this Agreement, there are less than ten thousand (10,000) Members in Customer's Programs, Customer shall have a period of one hundred and twenty (120) days from the effective date to reach the minimum membership as described herein. If, after this Agreement has been in effect for one hundred and twenty (120) days, Customer has not reached the required ten thousand (10,000) minimum number of Members, AdvancePCS may elect to terminate this Agreement pursuant to Section 8.2.7. 4.8. OTHER OBLIGATIONS OF CUSTOMER. In addition to the obligations of Customer specified in this Agreement, Customer shall satisfy any and all obligations in any exhibits, schedules and attachments hereto or in any Implementation Document. Page 4

4.9. INDEMNITY. Customer agrees to indemnify and hold harmless AdvancePCS for, from and against any and all costs, losses or damages AdvancePCS may incur as a result of (i) Customer's failure to perform any of its obligations under this Agreement, (ii) the late receipt of information or the receipt of any inaccurate or incomplete information provided by Customer under Section 4.2, or (iii) any claim by an employee or former employee of Customer or any of its affiliates under any federal, state or local law that protects the rights of such employees or their beneficiaries, including, without limitation, ERISA and the ADA. 5. USE AND ACCESS TO INFORMATION 5.1. USE OF PRESCRIPTION INFORMATION. Subject to the provisions of Section 6 regarding AdvancePCS' proprietary rights, each party shall be entitled to use the information provided to AdvancePCS by Network Providers and Members in connection with Claims ("CLAIMS INFORMATION") in any manner such party deems appropriate; provided, however, that each party shall maintain the confidentiality of such information (including the identity of any Member) to the extent required by applicable Law, and shall refrain from any use of such information for improper employment or other purposes. Each party shall be solely responsible for its own use of the Claims Information, and shall indemnify and hold harmless the other party for, from and against any and all costs, losses and damages incurred by such other party as a result of such use. 5.2. THIRD PARTY RECORDS REQUEST. If a Member or a Member's agent or designee shall request to review or duplicate any Records, AdvancePCS shall refer such Member to Customer. If AdvancePCS receives a court order, subpoena or governmental request for Records, AdvancePCS may comply with such order, subpoena or request and, if such order, subpoena or request relates to Records of Customer or any Member and not to AdvancePCS' business generally, Customer shall reimburse AdvancePCS for all costs incurred in connection therewith. 6. INTELLECTUAL PROPERTY 6.1. PROPRIETARY INFORMATION. Customer acknowledges that in connection with providing Services under this Agreement, AdvancePCS may disclose to Customer certain proprietary or confidential technical and business information, databases, trade secrets, and innovations belonging to AdvancePCS (collectively, "ADVANCEPCS INFORMATION"), the value of which might be lost if the proprietary nature or confidentiality of such AdvancePCS Information is not maintained. Customer hereby agrees to the following provisions: 6.1.1. AdvancePCS reserves all rights to the AdvancePCS Information, including the proprietary and novel features contained therein. Customer will not disclose any of the AdvancePCS Information nor will Customer use any of the AdvancePCS Information to benefit itself or others except to the extent expressly authorized hereunder. 6.1.2. Customer will treat all such AdvancePCS Information as confidential, will disclose such AdvancePCS Information only to those employees of Customer who have a need to know in order to accomplish the purposes Page 5

permitted hereunder and who themselves agree not to disclose it to anyone; will not (except to the extent expressly authorized hereunder) disclose it to anyone outside of Customer; and will not copy or reproduce any written materials or tangible items provided by AdvancePCS unless expressly authorized in writing to do so by AdvancePCS. Customer will take reasonable measures, including, without limitation, all measures it employs with respect to information of its own that it regards as confidential and proprietary, to preserve and protect the confidentiality or proprietary nature of said AdvancePCS Information and to prevent it from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. 6.1.3. All written materials, computer programs, manuals and other tangible items disclosed or provided to Customer in any medium are and will remain the property of AdvancePCS. Customer will return all such materials, and all copies thereof, to AdvancePCS when AdvancePCS so requests. 6.1.4. Customer shall not be liable for any disclosure or use of any AdvancePCS Information disclosed or communicated by Customer if such AdvancePCS Information is publicly available or later becomes publicly available other than through a breach of this Agreement, or if such AdvancePCS Information is shown by written documentation to be known to Customer on the date of execution of this Agreement. Nothing contained in this Agreement shall prevent Customer from disclosing AdvancePCS Information pursuant to any bona fide subpoena provided that Customer shall give AdvancePCS immediate written notice of any such subpoena so that AdvancePCS may make such objections or otherwise intervene in the appropriate governmental proceedings as it deems proper. 6.2. FORMULARY. Customer acknowledges that the Formulary contains AdvancePCS proprietary information and agrees that AdvancePCS owns all rights to the Formulary, including but not limited to, rights associated with publication, trade secrets, copyrights, trademarks and patents, and any rights that Customer may have in the Formulary are hereby assigned to AdvancePCS. Accordingly, distributed copies of the Formulary remain the property of AdvancePCS and may be used only for the purposes and transactions contemplated by this Agreement. No copies shall be distributed or disclosed except as reasonably necessary for performance of this Agreement and, in particular, no copy shall be distributed or disclosed to any competitor of AdvancePCS. 6.3. SECTION 6 REMEDIES. Customer acknowledges that any unauthorized disclosure or use of AdvancePCS Information would cause AdvancePCS immediate and irreparable injury or loss. Accordingly, should Customer fail to comply with this Section 6, AdvancePCS shall be entitled to specific performance including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and to judgment for damages (including attorneys' fees) caused by the breach and to any other remedies provided by applicable law. Page 6

7. WARRANTY, LIMITATION OF LIABILITY 7.1. WARRANTY. Customer acknowledges that this Agreement is not a contract for the sale of goods. AdvancePCS shall perform the services to be provided hereunder in a good and workmanlike manner. AdvancePCS does not warrant that the services will be uninterrupted or error-free. EXCEPT AS WARRANTED IN THIS SECTION 7.1, ADVANCEPCS DISCLAIMS ALL EXPRESS AND ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING THE SUITABILITY FOR ANY PARTICULAR PURPOSE OF THE DATA GENERATED THROUGH ADVANCEPCS'S CLAIMS PROCESSING AND ADJUDICATION SYSTEM. 7.2. FORCE MAJEURE. AdvancePCS shall be excused from performance hereunder for any period and to the extent that AdvancePCS is prevented from performing any services, in whole or in part, as a result of causes beyond AdvancePCS' reasonable control, including, acts of God, war, civil disturbance, court order, governmental intervention, Change in Law, nonperformance by Customer or any third party, failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment, and any such nonperformance by AdvancePCS shall not be a default or a ground for termination hereunder by Customer. 7.3. CHANGE IN LAW. If there occurs any Change in Law which materially alters the rights or obligations of either party under this Agreement, the parties shall equitably adjust the terms of this Agreement to take into account such Change in Law. If the parties are unable to agree upon an equitable adjustment within sixty (60) days after either party notifies the other of such a Change in Law, this Agreement shall terminate. 7.4. LIMITATIONS. In no event shall AdvancePCS or any of its affiliates, directors, employees, agents, successors or assigns be liable to Customer under or in connection with this Agreement (or any third party claiming rights under or in connection with this Agreement) (i) for the acts or omissions of any providers which, or any pharmacists or provider who, performs any services in connection with this Agreement, or (ii) for any indirect, special, incidental or consequential damages, even if AdvancePCS is informed of their possibility. Furthermore, AdvancePCS shall have no liability for any claim which is asserted by Customer or any third party more than ninety (90) days after Customer or such third party is or reasonably should have been aware of such claim; provided, however, that if Customer has chosen not to receive those reports described in Section 4.2 and/or Exhibit A, AdvancePCS shall have no liability whatsoever for any claim which Customer would have been reasonably aware of if Customer were receiving such reports. 7.5. FORMULARY SERVICES. 7.5.1. As used herein and in Exhibit A, (i) "MANUFACTURERS" shall mean a pharmaceutical company which has entered into an agreement with AdvancePCS or an affiliate or agent of AdvancePCS to offer discounts for pharmaceutical products in connection with AdvancePCS' Formulary Services and (ii) "REBATES" shall mean, for any period, all rebates, reimbursements or other discounts received under a Manufacturer's discount program with respect to Page 7

pharmaceutical products dispensed to a Member under the Plan during such period. 7.5.2. Neither party shall be responsible to the other party, its affiliates, directors, employees, agents, successors and permitted assigns for, and each hereby waives, releases and forever discharges the other party from, any and all claims, demands, losses, attorneys' fees, costs, expenses and liabilities of any nature whatsoever, whether or not now existing, known or unknown, suspected or claimed, arising from and Customer agrees that it will require all Members to waive, release, and forever discharge AdvancePCS from any and all claims, demands, losses, attorneys' fees, costs, expenses and liabilities of any nature whatsoever, whether or not now existing, known or unknown, suspected or claimed, arising from: 7.5.2.1. any failure by any Manufacturer to pay any Rebate; 7.5.2.2. any breach of an agreement related to the transactions contemplated by or otherwise relating to this Agreement by any Manufacturer; or 7.5.2.3. any negligence or misconduct of any Manufacturer. 7.5.3. Customer acknowledges that "Rebate" shall not include any fees or other compensation paid by a Manufacturer to AdvancePCS for its own account, including without limitation administrative fees not exceeding three percent (3%) of the cost of the pharmaceutical products dispensed to Members, or fees for services rendered or property provided to a Manufacturer (to the extent permitted by this Agreement and applicable Law), which fees shall be retained by AdvancePCS. 7.5.4. In addition to those rights to terminate this Agreement specified in Section 8.2, either party shall have the right to terminate Formulary Services and those provisions of this Agreement relating thereto upon written notice to the other party if, after the date of this Agreement, there occurs (i) any Change in Law which materially affects AdvancePCS' ability to perform such Formulary Services or (ii) a substantial change in drug industry practice regarding Rebates which causes the Rebates available under this Agreement for any year, after AdvancePCS exercises diligent efforts to obtain such Rebates, to be less than 80% of the actual Rebates paid or payable for the initial year in which this Agreement is in effect. Such termination shall not operate to terminate this Agreement, and all other provisions of this Agreement shall remain in full force and effect. 7.5.5. To the extent that ERISA or any other Law requires any disclosure to or consent from Members regarding Rebates or other discounts on pharmaceutical products, customer acknowledges that it has the sole responsibility for such disclosures to its Members, irrespective of whether it retains or allows AdvancePCS or others to retain all or a portion of such Rebates or discounts. Page 8

8. TERMINATION OF AGREEMENT 8.1. TERM. This Agreement shall be in effect subject to the remaining provisions of this Section 8. 8.2. TERMINATION. This Agreement may be terminated as follows: 8.2.1. By either party, with or without cause, on sixty (60) days' prior written notice to the other, given at any time; 8.2.2. By either party if the other party shall default in its performance of this Agreement. The terminating party shall provide the other party thirty (30) days' prior written notice, specifying the nature of the default. Such notice shall not be effective and this Agreement shall not terminate if the other party shall cure that default within the thirty (30) day period; 8.2.3. Notwithstanding subsection 8.2.2, by AdvancePCS, on two (2) days' prior written notice to Customer, if Customer shall fail at any time (i) to make any payment required pursuant to this Agreement by the due date, unless Customer shall cure that default within the two-day period, or (ii) to provide or maintain security as required by Section 3.4; 8.2.4. By either party immediately on written notice to the other, if the other party shall make an assignment for the benefit of creditors, file a petition in bankruptcy (whether voluntary or involuntary), is adjudicated insolvent or bankrupt, a receiver or trustee is appointed with respect to a substantial part of its property or a proceeding is commenced against it which will substantially impair its ability to perform hereunder; 8.2.5. If any court, governmental or regulatory agency shall issue to Customer an order or finding of impairment or insolvency or an order to cease and desist from writing business, written notice thereof shall be given to AdvancePCS by Customer within two (2) business days thereafter and upon receipt of such notice AdvancePCS shall have the option to terminate this Agreement immediately; or 8.2.6. By AdvancePCS, immediately on written notice to Customer, if (i) Customer fails to comply with the provisions of Section 4.5 of this Agreement, or (ii) AdvancePCS determines, in its sole discretion, that Customer's Program may not fully comply with all applicable Laws. 8.2.7. By AdvancePCS, within sixty (60) day's prior written notice to Customer if Customer fails to meet its minimum number of Members, pursuant to Section 4.7 of this Agreement 8.3. EFFECT OF TERMINATION. In the event of a termination hereunder: 8.3.1. In addition to any and all rights and remedies AdvancePCS may have at law, equity, or hereunder, AdvancePCS shall have the right to notify its Network Providers that the claims adjudication system is no longer available in connection with the Plan; and Page 9

8.3.2. Sections 5, 6 and 7 of this Agreement, and obligations arising under this Agreement prior to the effective date of termination, shall survive termination. 9. NOTICES All notices pertaining to this Agreement shall be in writing and shall be delivered in person, sent by certified mail, delivered by air courier, or transmitted by facsimile and confirmed in writing (sent by air courier or certified mail) to a party at the address or facsimile number shown in this Agreement, or such other address or facsimile number as a party may notify the other party from time to time in accordance with the provisions of this Section. Notices may also be transmitted electronically between the parties, provided that proper arrangements are made in advance to facilitate such communications and provide for their security and verification. All notices shall be effective upon receipt. Notices to AdvancePCS shall be addressed as follows: AdvancePCS 11350 McCormack Road Executive Plaza II, Suite 1000 Hunt Valley, MD 21031 Attn: Executive Vice President, Client Management Fax No.: (410) 785-2595 With a copy to the General Counsel at AdvancePCS, 9501 East Shea Boulevard, Scottsdale, AZ 85260-6719 address and the following Fax No.: (480) 314-8231. Notices to Customer shall be addressed as follows: International Health Partners, Inc. 120 Gibraltar Road, Suite 107 Horsham, PA 19044 Attn: R. Dennis Bowers, Ph.D. Fax No.: (215) 682-7116 10. MISCELLANEOUS 10.1. INTERPRETATION; AMENDMENT; COUNTERPARTS. This Agreement, including the exhibits, schedules and attachments, together with the Implementation Documents, constitutes the entire understanding of the parties with respect to the Services and supersedes any and all prior agreements, writings and understandings. This Agreement is the result of negotiations between the parties and, accordingly, shall not be construed for or against either party regardless of which party drafted this Agreement or any portion thereof. The Article and Section headings contained in this Agreement are for convenience of reference only, and shall not affect the meaning or interpretation of any provision hereof. Except as otherwise stated in this Agreement, this Agreement may only be amended by a writing properly executed by duly authorized representatives of both parties. This Agreement may be executed in several counterparts, all of which taken together shall constitute a single agreement between the parties. Page 10

10.2. BINDING EFFECT; ASSIGNMENT. The Agreement shall be binding on the parties and their respective successors and permitted assigns. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other (which consent shall not be unreasonably withheld); provided, however, AdvancePCS may assign this Agreement, in whole or in part, to any entity that controls, is controlled by, or is under common control with AdvancePCS. 10.3. INDEPENDENT CONTRACTOR; THIRD PARTIES. The parties to this Agreement are to be considered independent contractors, and they shall have no other legal relationship under or in connection with this Agreement. No term or provision of this Agreement is for the benefit of any person who is not a party hereto (including, without limitation, any Member or broker), and no such party shall have any right or cause of action hereunder. 10.4. WAIVERS. Any failure by a party to comply with any covenant, agreement or condition herein or in any other agreements or instruments executed and delivered hereunder may be waived in writing by the party in whose favor such obligation or condition runs; provided, however, that failure to insist upon strict compliance with any such covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 10.5. SEVERABILITY. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement shall remain in full force and effect and the same shall be interpreted as though such invalid and illegal provision were not a part thereof. The remaining provisions shall be construed to preserve the intent and purpose of this Agreement and the parties shall negotiate in good faith to modify the provisions held to be invalid or illegal to preserve each party's anticipated benefits thereunder. 10.6. ENFORCEMENT COSTS. If either party institutes an action or proceeding to enforce any rights arising under this Agreement, the party prevailing in such action or proceeding shall be paid all reasonable attorneys' fees and costs to enforce such rights by the other party, such fees and costs to be set by the court, not by a jury, and to be included in the judgment entered in such proceeding. 10.7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to applicable conflict of law rules. [This space intentionally left blank] Page 11

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or agents as of the date first above written.
INTERNATIONAL HEALTH PARTNERS, INC. ADVANCEPCS HEALTH, L.P. By: AdvancePCS Health Systems, L.L.C., its General Partner By: /s/ David George --------------------------David A. George

By:

/s/ D. Bowers -----------------------------R. Dennis Bowers, Ph. D.

Title: President & CEO -----------------------------Date: 8/22/01 ------------------------------

Title: President --------------------------Date: 9/12/01 ---------------------------

Page 12

EXHIBIT A DESCRIPTION OF SERVICES Below is a listing of services provided under the base administrative fee or available for an additional fee. The services are subject to change from time to time, at AdvancePCS' discretion, as provided in the Agreement. Capitalized terms not defined herein shall have the meanings used in the Agreement. 1. PHARMACY MANAGEMENT A. NETWORK PROVIDERS. Members will have access to Network Providers that (i) have executed Network Provider Agreements required by AdvancePCS (as amended from time to time by AdvancePCS), and (ii) have agreed to perform pharmacy services for Members in accordance with the provider pricing schedule and the Plan. Network Providers may choose not to perform provider services for Members under this Agreement; however, no Network Provider may serve only some Members or provide only certain drugs (unless such Network Provider does not provide such drugs to any persons). AdvancePCS may provide Network Providers with Plan information in such format and media as AdvancePCS deems appropriate for the purpose of assisting such Network Providers in providing Benefits to Members. B. PHARMACY HELP DESK AND VOICE RESPONSE UNIT. AdvancePCS will provide assistance to Network Providers through the pharmacy help desk and AdvancePCS' voice response unit during those hours of operation established by AdvancePCS from time to time. 2. CUSTOMER SERVICE AdvancePCS shall make available to Members a toll free customer service number during those hours of operation established by AdvancePCS from time to time. Staff will be available to answer Members' questions on Plan eligibility, Plan guidelines, and status of an identification card order. 3. ELIGIBILITY SERVICES A. IDENTIFICATION CARDS. AdvancePCS will design one identification card layout and provide Customer with a proof of final design layout. Customer shall provide AdvancePCS with camera-ready artwork for the logo or logos that Customer wants to appear on the identification card. All identification cards shall include the AdvancePCS name and logo. For each Member, AdvancePCS will generate standard AdvancePCS cards in such final design. B. ELIGIBILITY FILE. Based upon the information provided by Customer to AdvancePCS pursuant to Section 4.1, AdvancePCS shall maintain an eligibility file identifying current Members and certain other information regarding such Members. 4. CLAIMS PROCESSING A. SUBMISSION OF CLAIMS. AdvancePCS will adjudicate Claims submitted by Network Providers to AdvancePCS and process such Claims in accordance with this Section 4A as follows: Page 13

EXHIBIT A DESCRIPTION OF SERVICES - AdvancePCS shall enter into its prescription processing system those portions of the Plan information as are necessary for AdvancePCS to perform automated Claims processing services in accordance with this Agreement (collectively, "PROCESSING PARAMETERS"). - AdvancePCS will instruct Network Providers to transmit certain prescription, eligibility, and Plan information to AdvancePCS when the Member presents a Plan identification card, and if the system is unavailable, as soon as possible after the system becomes available. - AdvancePCS will instruct the Network Provider to collect one hundred percent (100%) of the applicable network prescription price from the Member. 5. DRUG UTILIZATION REVIEW ("DUR") A. DUR SERVICES. AdvancePCS will provide its prospective DUR services, in which Network Providers are provided with educational materials and programs regarding topics such as appropriate drug therapy duration, appropriate "dispense as written" frequencies, optimal generic prescribing, appropriate prescribing of selected drug groups, Formulary compliance issues, and such other topics as may be identified through AdvancePCS' Retrospective DUR Program. AdvancePCS will provide its automated concurrent DUR services for POS transactions. These services include, but are not limited to edits relating to drug-drug interactions; therapeutic duplications; insufficient drug doses; excessive drug doses; drug-age conflicts; drug-pregnancy advisories; drugdisease contraindications; late refills; and controlled substance issues. Clinical and quality of care issues detected by the other DUR edits do not result in Claim denial, but result in transmission of a warning or alert message transmitted at the time of dispensing to the pharmacist as part of the Claim response from AdvancePCS. Network Providers are directed to review the alert messages as they are received and to use their professional judgment as to whether action is required. B. LIMITATIONS. The information generated in connection with DUR services is intended as an economical supplement to, and not a substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other health care providers in patient care. Providers are individually responsible for acting or not acting upon information generated and transmitted through the DUR services, and for performing services in each jurisdiction consistent with the scope of their licenses. AdvancePCS shall not, and is not required by this Agreement to deny Claims or require physician, pharmacist or patient compliance with any norm or suggested drug regimen, or in any way substitute AdvancePCS' judgment for the professional judgment or responsibility of the physician or pharmacist. AdvancePCS' DUR services are highly automated, without any individual review in most circumstances. Any focused professional review would also be based upon automated analysis of Members' profiles. Therefore, the DUR services are necessarily limited by the amount of patient information available to AdvancePCS. Meaningful patient information which may not be available to AdvancePCS includes, but is not Page 14

EXHIBIT A DESCRIPTION OF SERVICES limited to, patient diagnoses, utilization of drugs obtained without utilizing the System or otherwise not included in the patients' profile or Claim data. AdvancePCS shall have no obligation to acquire information concerning any patient beyond the information that is included in Customer's eligibility records or the Claim data submitted by Network Providers in connection with the Plan. AdvancePCS shall update DUR databases on a reasonable basis to reflect changes in available standards for pharmaceutical prescribing; provided, however, no database will contain all currently available information on accepted medical practice or prescribing practices. 6. MAXIMUM ALLOWABLE COST ("MAC") A. MAC LIST. AdvancePCS will use one or more of its proprietary maximum allowable cost pricing schedules ("MAC Lists") to establish an upper limit price for certain multiple-source drugs dispensed under the Plan without regard to the specific Manufacturer whose product is dispensed. The MAC List shall include generic drugs based on their common substitution, bioequivalency rating, and general availability. Customer agrees to accept anyone of AdvancePCS' MAC lists, as amended from time to time in AdvancePCS' discretion, for purposes of pricing and classifying (e.g. brand vs. generic) drugs in connection with this Agreement. Customer acknowledges that certain of AdvancePCS' national provider networks may utilize one or more of AdvancePCS' MAC Lists. 7. MANAGEMENT REPORTING A. STANDARD MANAGEMENT REPORTS. AdvancePCS will provide Customer with AdvancePCS' standard management reports in connection with the Services provided hereunder, which reports may change from time to time at AdvancePCS' discretion. Customer may elect to receive some or all of the standard management reports made available by AdvancePCS. 8. FORMULARY/REBATE SERVICE A. ESTABLISHMENT OF FORMULARY. AdvancePCS shall work with Customer to effect the adoption, distribution and implementation of a drug formulary based on the AdvancePCS formulary (the "Formulary"). AdvancePCS and Customer will use diligent efforts to ensure the prompt adoption and distribution of the Formulary. Charges for AdvancePCS' production and distribution or shipping of Formulary are set forth in Exhibit A. - ADVANCEPCS' CLINICAL FORMULARY AND PRESCRIBING GUIDELINES ("NATIONAL FORMULARY"). For customers adopting AdvancePCS' National Formulary as the Formulary, AdvancePCS shall distribute each edition of the Formulary and updates to its providers. - CUSTOM FORMULARY. For customers utilizing a custom formulary, AdvancePCS will ship the custom formularies to Customer. Customer will use diligent, good faith efforts to ensure the prompt distribution of the formulary and updates to its Page 15

EXHIBIT A DESCRIPTION OF SERVICES chosen providers. The cost of postage and distribution of the Formulary and any subsequent updates thereto or reports hereunder, to Customer's chosen providers, will be borne by Customer. If Customer fails to distribute such formulary updates in a timely manner, Customer shall be liable to AdvancePCS for any loss of Rebates and shall hold AdvancePCS harmless for, from and against the same. B. UPDATING OF FORMULARY. AdvancePCS will work with Customer to provide for the annual review, updating, and distribution of the Formulary, to address changes to the Formulary made desirable by changes in the pharmaceutical industry, new legislation and regulations, the experience of Customer and its providers with the Formulary, current medical literature and new recommendations developed by AdvancePCS based on its research and experience. C. REBATE RELATED UTILIZATION REVIEW. To obtain Rebates from Manufacturers, AdvancePCS will perform on behalf of Customer, AdvancePCS' Quantum Plus Retrospective DUR program as described in Section 5C. In addition to the Quantum Plus Retrospective DUR Program, AdvancePCS may propose other interventions from time to time which are designed to increase Rebates and/or reduce the costs of Benefits under this Agreement. Customer may decline to allow such interventions, but in such event AdvancePCS shall not be responsible for any loss of economic benefit which results from the failure to implement the proposed interventions. D. REBATE CONTRACTS. AdvancePCS will attempt to contract with certain Manufacturers for Rebate programs. Customer acknowledges that whether and to what extent Manufacturers are willing to provide Rebates to Customers will depend upon the Plan design adopted by Customer, and other aspects of Customer's Plan, as well as AdvancePCS receiving sufficient information regarding each Claim submitted to Manufacturers for Rebates. E. OTHER REBATE ARRANGEMENTS. With respect to Members covered under this Agreement, Customer will not participate in any other formulary or similar discount during the term of the Agreement and shall not itself create any formulary during the term of the Agreement. Also, with respect to such Members, Customer agrees not to enter into any direct or indirect contracts with Manufacturers for discounts during the term of the Agreement or any extension thereof. Nothing in this section shall prohibit Customer from entering into arrangements with other pharmaceutical management companies offering formulary services after the term of the Agreement. F. REBATES. - [**] ** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 16

EXHIBIT A DESCRIPTION OF SERVICES 9. OTHER SERVICES Upon request from Customer, AdvancePCS shall perform the following services for the fees set forth on Exhibit B attached hereto. A. CARD REISSUANCE. AdvancePCS shall reissue cards for Members upon request. If cards are reissued to an entire group within a 24-month period, Customer shall pay the fee set forth in Exhibit B. B. CAT/BAT TAPES. AdvancePCS will provide Customer with detailed Claim and/or administrative billing information through AdvancePCS' standard claims activity tape ("CAT") and/or billing activity tape ("BAT"). C. CUSTOMER-SPECIFIC PROGRAMMING. If Customer shall request services or changes to services that require customized programming or systems work, AdvancePCS shall attempt to estimate to Customer the time and cost for completion of such work. If Customer authorizes AdvancePCS to perform such work, Customer shall pay AdvancePCS the cost of performing such work at the programming rate set forth on Exhibit B. Page 17

EXHIBIT B ADMINISTRATIVE FEES INTERNATIONAL HEALTH PARTNERS, INC. EFFECTIVE JULY 1, 2001 As consideration for the services selected by Customer pursuant to the Implementation Documents and described in Exhibit A, Customer shall pay to AdvancePCS the fees set forth below:
Base Services - Per Processed POS Claim Services AdvancePCS' Rebate Percentage Card issuance (bulk shipped to Customer) Carrier/Group Rebate Reports on Tape Case-Set Up Customer Specific Programming CAT/BAT Tapes [**] Fee [**] [**]/Card [**]/Each [**]/Group [**]/Hour [**]/Each

Retail Network Rates: Brand: AWP-[**] + [**] dispensing fee Generic: AWP-[**] + [**] dispensing fee, MAC + [**] dispensing fee or Usual & Customary (U&C)

Tiered Transaction Fees reimbursed to Customer (when a dispensing fee is applied):
1 - 50,000 annual Claims 50,001 - 500,000 annual Claims 500,001 - 1.0 million annual Claims over 1.0 million annual Claims = = = = [**]/Claim [**]/Claim [**]/Claim [**]/Claim

Note: Charges not identified above will be quoted upon request. Periodic Rate: Invoices are assessed finance charges at the rate of 1.5% per month on the amounts not paid within terms of the Agreement. All prices are contingent upon Customer's current Plan design, full adoption of AdvancePCS' Performance Drug List, Member pricing, formulary management and intervention programs, as well as representations made by Customer regarding Member enrollment and utilization of pharmacy services. Customer shall in all events be responsible for any postage costs or other mailing and handling-related costs incurred by AdvancePCS in connection with the provision of Services or Additional Services. ** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 18

ADDENDUM TO AGREEMENT FOR ADDITION OF ON-LINE CONNECTION SERVICES (INQUIRY AND UPDATE) This Addendum dated as of this 16 day of August, 2001 (the "ADDENDUM") is entered into by and between International Health Partners, Inc. ("CUSTOMER") and AdvancePCS Health, L.P., a Delaware limited partnership, as an indirect wholly owned subsidiary of AdvancePCS, a Delaware corporation, together with its affiliates ("ADVANCEPCS"). RECITALS WHEREAS, AdvancePCS and Customer have entered into that certain Agreement, as amended from time to time, under which AdvancePCS is providing prescription benefit management services to Customer (the "Benefit Agreement"); and WHEREAS. AdvancePCS and Customer desire to amend the Benefit Agreement to allow AdvancePCS to issue log-on identification numbers ("Log-On IDs") that will permit Customer to make on-line inquiries, and to update portions of Customer's group eligibility, benefit design, coverage, and related data information and, if applicable, to directly input member claims information ("Direct Claims") into AdvancePCS' information system directly from Customer's location on-line, as outlined in Exhibit A, attached hereto. AGREEMENTS NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AdvancePCS and Customer agree as follows: 1. AdvancePCS shall make available to Customer the on-line services set forth in Exhibit A (the "Services") only for those blocks of business specifically requested by Customer. AdvancePCS will assign an initial password for each Log-On ID. Within seven (7) calendar days after the initial password has been set, Customer must change the password. Thereafter, Customer is responsible for changing the password to a unique alpha/numeric scheme every thirty (30) days. If the password is not changed within the initial seven (7) day time period, on the eighth (8th) calendar day, AdvancePCS will suspend the corresponding Log-On ID. 2. Customer may change the Log-On ID list by making an appropriate written or electronic mail request to AdvancePCS. AdvancePCS requires an additional charge for the assignment of more than 25 Log-On IDs. 3. AdvancePCS may modify the Services from time to time at its discretion. AdvancePCS may terminate this Addendum and discontinue Services: a. Upon seven (7) calendar days' prior notice to Customer; or b. Immediately in the event Customer's use of the Services is consistently or materially inaccurate or otherwise adversely affects the proper functioning or maintenance of AdvancePCS' information database or if the Customer otherwise breaches the terms of this Addendum or the Benefit Agreement. AdvancePCS shall provide the Services in a good and workmanlike manner, but does not warrant that the Services will be free of interruption. ADVANCEPCS DOES NOT MAKE ANY OTHER WARRANTIES OR 2

REPRESENTATIONS WITH RESPECT TO THE SERVICES PROVIDED PURSUANT TO THIS ADDENDUM, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 4. The Services will be available to Customer during those hours of operation as established by AdvancePCS from time to time. 5. AdvancePCS will notify Customer when a password expires. If a Log-On ID is not used for sixty (60) consecutive days, AdvancePCS will suspend the Log-On ID. AdvancePCS will delete from its system any LogOn ID not used for one hundred eighty (180) consecutive days. 6. Customer will comply with all rules AdvancePCS may establish from time to time in connection with the Services. Customer is responsible for all telephone charges or other telecommunication charges incurred by Customer with respect to its use of the Services. 7. Customer is responsible for the accuracy and completeness of any information entered into AdvancePCS' information database by Customer including, but not limited to, Direct Claims, plan design changes, eligibility edits, claim edits, and benefit number or design changes. AdvancePCS may rely on Customer's input information without further corroboration or inquiry. Customer agrees to indemnify AdvancePCS for, from, and against any and all claims, losses, or expenses that may be charged against AdvancePCS that arise, or are alleged to arise, as the result of: (i) AdvancePCS' reliance on Customer input information; (ii) Customer's use of the Services; (iii) Customer's failure to perform or properly perform a Direct Claim Processing Requirement (as defined in Section 8); or (iv) a breach of the representations and warranties contained in Section 11. 8. Customer may, upon the prior written consent of AdvancePCS, be authorized to input Direct Claims into AdvancePCS' information database. If authorized, Customer is responsible for each of the following related tasks with respect to a Direct Claim: (i) receiving the claim form reflecting the Direct Claim (the "Direct Claim Form") from the member; (ii) returning to members any claim requests submitted on ineligible forms; (iii) preparing Direct Claim Forms for microfilming; (iv) microfilming Direct Claim Forms; (v) assigning document numbers to Direct Claim Forms; (vi) batching the Direct Claim Forms; (vii) keying the Direct Claim Forms into AdvancePCS' information database; (viii) resolving Direct Claims; (ix) conducting research necessary on any Direct Claim; (x) retaining any and all documents that evidence the Direct Claims, including the Direct Claim Forms, for such period of time as AdvancePCS is required under the Agreement to retain such or similar documents; and (xi) such other matters as AdvancePCS and Customer may mutually agree upon from time to time (the foregoing clauses (i) through (xi) are collectively called the "Direct Claim Processing Requirements"). AdvancePCS will be responsible for mailing checks, explanation of benefits, and denials to plan members related to Direct Claims after such time as Customer has completed the appropriate Direct Claim Processing Requirements. AdvancePCS shall charge an Administrative Fee (as defined in the Benefit Agreement) for each Direct Claim that Customer processes. If Customer fails to perform or incorrectly or inadequately performs a Direct Claim Processing Requirement, AdvancePCS may, in its sole discretion but without any obligation, perform the Direct Claim Processing Requirement. AdvancePCS will charge Customer a fee for each Direct Claim Processing Requirement that AdvancePCS performs. 3

9. AdvancePCS has the right to use, reproduce, and adapt all information obtained pursuant to this Addendum, subject to any restrictions imposed by applicable law. 10. In connection with the Services, Customer may have access to information regarding AdvancePCS' business or its customers and to other proprietary or confidential technical and business information, databases, trade secrets, and innovations (collectively, the "AdvancePCS Information"), the value of which might be lost if the proprietary nature or confidentiality of the AdvancePCS Information is not maintained. AdvancePCS reserves all rights to the AdvancePCS Information, including the proprietary and novel features contained therein. Customer agrees: (i) to treat al1 AdvancePCS Information with confidentiality and to not disclose any AdvancePCS Information to any third party or to any of its employees without a job-related need; and (ii) to refrain from using any AdvancePCS Information for any purpose other than the purpose described in Section 1 of this document. Customer will take reasonable measures, inc1uding, but not limited to, all measures it employs with respect to information of its own that it regards as confidential and proprietary, to preserve and protect the confidentiality or proprietary nature of the AdvancePCS Information and to prevent it from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. In addition to the foregoing, Customer further agrees that the compilations of information contained in the systems to which the Log-On ID will provide access, including the AdvancePCS Claims adjudication system, all print-outs and copies therefrom, and any prior and future versions thereof by any name, and in all other databases developed by AdvancePCS or its designees in connection with performing drug benefit and utilization review services are the property of AdvancePCS and may be protected by copyright owned by AdvancePCS. The databases may not be used, reproduced, or disclosed to any third party, in whole or in part, without prior written permission from AdvancePCS. Customer acknowledges that any unauthorized disclosure or use of AdvancePCS Information would cause AdvancePCS immediate and irreparable injury or loss. Accordingly, should Customer fai1 to comply with this Section 10, AdvancePCS will be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Addendum, and to a judgment for damages (including attorneys' fees) caused by the breach, together with any other remedies provided under applicable law. 11. Customer represents and warrants to AdvancePCS that: (i) it has lawfully obtained any and all information that it inputs into AdvancePCS' information database; and (ii) prior to receiving, reviewing, or using any information provided through AdvancePCS' information database pursuant to the Services, Customer shall have received appropriate authorizations from the members if required by applicable law. 12. Except as specifically amended hereby, all provisions of the Benefit Agreement shall remain in full force and effect. Except as expressly provided herein, all capitalized terms used in this Addendum shall have the meaning set forth in the Benefit Agreement. 4

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly executed as of the date first set forth above. ADVANCEPCS HEALTH, L.P.
By: AdvancePCS Health Systems, L.L.C., its General Partner /s/ D. Bowers -----------------------------R. Dennis Bowers, Ph.D. /s/ David George ------------------------------David A. George

President & CEO -----------------------------Title 8/22/01 -----------------------------Date

President ------------------------------Title 9-12-01 ------------------------------Date

5

EXHIBIT 10.12 AGREEMENT OF LEASE BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP ("LANDLORD") AND INTERNATIONAL HEALTH PARTNERS, INC. ("TENANT") FOR 120 GIBRALTAR ROAD, SUITE 107 PENNSYLVANIA BUSINESS CAMPUS HORSHAM, PENNSYLVANIA 19044

LEASE AGREEMENT (MULTI-TENANT OFFICE)
INDEX ----SS. -1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21.

SECTION ------Summary of Terms and Certain Definitions........................................................ Premises........................................................................................ Acceptance of Premises.......................................................................... Use; Compliance................................................................................. Term............................................................................................ Minimum Annual Rent............................................................................. Operation of Property; Payment of Expenses...................................................... Signs........................................................................................... Alterations and Fixtures........................................................................ Mechanics' Liens................................................................................ Landlord's Right to Relocate Tenant; Right of Entry............................................. Damage by Fire or Other Casualty................................................................ Condemnation.................................................................................... Non-Abatement of Rent........................................................................... Indemnification of Landlord..................................................................... Waiver of Claims................................................................................ Quiet Enjoyment................................................................................. Assignment and Subletting....................................................................... Subordination; Mortgagee's Rights............................................................... Recording; Tenant's Certificate................................................................. Surrender; Abandoned Property...................................................................

-i-

22. 23. 24. 25. 26. 27. 28.

Curing Tenant's Defaults........................................................................ Defaults - Remedies............................................................................. Representations of Tenant....................................................................... Liability of Landlord........................................................................... Interpretation; Definitions..................................................................... Notices......................................................................................... Security Deposit................................................................................

ADDENDUM -------SS. SECTION -------29. Tenant Improvements............................................................................. 30. 31. 32. Furniture....................................................................................... Tenant's Release If Expands..................................................................... Termination of Existing Lease...................................................................

-ii-

THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership ("LANDLORD") with its address at 5 Walnut Grove Drive, Suite 200, Horsham, PA 19044, and INTERNATIONAL HEALTH PARTNERS, INC., an Indiana corporation ("TENANT") with an address at 120 Gibraltar Road, Suite 107, Horsham, PA 19044, and is dated as of the date on which this lease has been fully executed by Landlord and Tenant. 1. SUMMARY OF TERMS AND CERTAIN DEFINITIONS.
(a) "PREMISES": Approximate rentable square feet: 7,097 (Section 2) Suite: 107 "BUILDING": Approximate rentable square feet: 49,119 (ss.2) Address: 120 Gibraltar Road, Suite 107 Pennsylvania Business Campus Horsham, PA 19044

(b)

(c) "TERM": Thirty-six (36) months plus any partial month from the Commencement Date until the first day of the first full calendar month during the Term (i) "COMMENCEMENT DATE": May 15, 2004 (ii) "COMMENCEMENT DATE": See Section 5 (iii) "EXPIRATION DATE": See Section 5 (D) MINIMUM RENT (SS.6) & OPERATING EXPENSES (SS.7) (i) "MINIMUM ANNUAL RENT":
Lease Year ---------1 2 3 Annual -----$83,389.75 $86,938.25 $90,486.75 Monthly ------$6,949.15 $7,244.85 $7,540.56

(ii) ESTIMATED "ANNUAL OPERATING EXPENSES": $67,563.44 (Sixty-Seven Thousand Five Hundred Sixty-Three and 44/100 Dollars), payable in monthly installments of $5,630.29 (Five Thousand Six Hundred Thirty and 29/100 Dollars), subject to adjustment (ss.7(a)) (e) "PROPORTIONATE SHARE" (ss.7(a)): 14.45% (Ratio of approximate rentable square feet in the Premises to approximate rentable square feet in the Building) (F) "USE" (ss.4): General office purposes (excluding any "place of public accommodation")

(G) "SECURITY DEPOSIT" (ss.28): $19,000.00 (Nineteen Thousand and 00/100 Dollars) (H) CONTENTS: This lease consists of the Index, pages 1 through 13 containing Sections 1 through 28 and the following, all of which are attached hereto and made a part of this lease: Addendum with Sections 29 through 32.
Exhibits: "A" "B" "C" "D" "E" "F" "G" Plan showing Premises Commencement Certificate Building Rules Cleaning Schedule Estoppel Certificate Description of Improvements List of Furniture

2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises as shown on attached Exhibit "A" within the Building (the Building and the lot on which it is located, the "PROPERTY"), together with the non-exclusive right with Landlord and other occupants of the Building to use all areas and facilities provided by Landlord for the use of all tenants in the Property including any lobbies, hallways, driveways, sidewalks and parking, loading and landscaped areas (the "COMMON AREAS"). 3. ACCEPTANCE OF PREMISES. Tenant has examined and knows the condition of the Property, the zoning, streets, sidewalks, parking areas, curbs and access ways adjoining it, visible easements, any surface conditions and the present uses, and Tenant accepts them in the condition in which they now are, without relying on any representation, covenant or warranty by Landlord, except as to the work to be performed by Landlord pursuant to Section 29 below. Tenant's occupancy of the Premises shall constitute acceptance of such work by Landlord. Tenant and its Agents shall have the right, at Tenant's own risk, expense and responsibility, at all reasonable times prior to the Commencement Date, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant does not interfere with or delay the work to be performed by Landlord, Tenant uses contractors and workers compatible with the contractors and workers engaged by Landlord, and Tenant obtains Landlord's prior written consent. 4. USE; COMPLIANCE. (A) PERMITTED USE. Tenant shall occupy and use the Premises for and only for the Use specified in Section 1 (f) above and in such a manner as is lawful, reputable and will not create any nuisance or otherwise interfere with any other tenant's normal operations or the management of the Building. Without limiting the foregoing, such Use shall exclude any use that would cause the Premises or the Property to be deemed a "place of public accommodation" under the Americans with Disabilities Act (the "ADA") as further described in the Building Rules (defined below). All Common Areas shall be subject to Landlord's exclusive control and management at all times. Tenant shall not use or permit the use of any portion of the Common Areas for other than their intended use. 2

(B) COMPLIANCE. From and after the Commencement Date, Tenant shall comply promptly, at its sale expense, (including making any alterations or improvements) with all laws (including the ADA), ordinances, notices, orders, rules, regulations and requirements regulating the Property during the Term which impose any duty upon Landlord or Tenant with respect to Tenant's use, occupancy or alteration of, or Tenant's installations in or upon, the Property including the Premises, (as the same may be amended, the "LAWS AND REQUIREMENTS") and the building rules attached as Exhibit "C", as amended by Landlord from time to time, (the "BUILDING RULES"). Provided, however, that Tenant shall not be required to comply with the Laws and Requirements with respect to the footings, foundations, structural steel columns and girders forming a part of the Property unless the need for such compliance arises out of Tenant's use, occupancy or alteration of the Property, or by any act or omission of Tenant or any employees, agents, contractors, licensees or invitees ("AGENTS") of Tenant. With respect to Tenant's obligations as to the Property, other than the Premises, at Landlord's option and at Tenant's expense, Landlord may comply with any repair, replacement or other construction requirements of the Laws and Requirements and Tenant shall pay to Landlord all costs thereof as additional rent. (C) ENVIRONMENTAL. Tenant shall comply, at its sale expense, with all Laws and Requirements as set forth above, all manufacturers' instructions and all requirements of insurers relating to the treatment, production, storage, handling, transfer, processing, transporting, use, disposal and release of hazardous substances, hazardous mixtures, chemicals, pollutants, petroleum products, toxic or radioactive matter (the "RESTRICTED ACTIVITIES"). Tenant shall deliver to Landlord copies of all Material Safety Data Sheets or other written information prepared by manufacturers, importers or suppliers of any chemical and an notices, filings, permits and any other written communications from or to Tenant and any entity regulating any Restricted Activities. (D) NOTICE. If at any time during or after the Term, Tenant becomes aware of any inquiry, investigation or proceeding regarding the Restricted Activities or becomes aware of any claims, actions or investigations regarding the ADA, Tenant shall give Landlord written notice, within 5 days after first learning thereof, providing all available information and copies of any notices. 5. TERM. The Term of this lease shall commence on the later of (a) the Completion Date or (b) the date of substantial completion of the improvements to be constructed by Landlord under Section 29 below, but in any event no later than the date on which Tenant occupies the Premises (the "COMMENCEMENT DATE") and shall end at 11:59 p.m. on the last day of the Term (the "EXPIRATION DATE"), without the necessity for notice from either party, unless sooner terminated in accordance with the terms hereof; however, if the date of substantial completion is delayed by Tenant, the Term shall commence as if the Premises were substantially complete on the Completion Date, as extended for reasons other than those caused by Tenant. Landlord shall confirm the Commencement Date and the Expiration Date by executing a lease commencement certificate in the form attached as Exhibit "B". 3

6. MINIMUM ANNUAL RENT. Tenant agrees to pay to Landlord the Minimum Annual Rent in equal monthly installments in the amount set forth in Section 1(d) (as increased at the beginning of each lease year as set forth in Section 1(d)), in advance, on the first day of each calendar month during the Term, without notice, demand or setoff, at Landlord's address designated at the beginning of this lease unless Landlord designates otherwise; provided that rent for the first full month shall be paid at the signing of this lease. If the Commencement Date falls on a day other than the first day of a calendar month, the rent shall be apportioned pro rata on a per diem basis for the period from the Commencement Date until the first day of the following calendar month and shall be paid on or before the Commencement Date. As used in this lease, the term "LEASE YEAR" means the period from the Commencement Date through the succeeding 12 full calendar months (including for the first lease year any partial month from the Commencement Date until the first day of the first full calendar month) and each successive 12 month period thereafter during the Term. 7. OPERATION OF PROPERTY; PAYMENT OF EXPENSES. (A) PAYMENT OF OPERATING EXPENSES. Tenant shall pay to Landlord the Annual Operating Expenses in equal monthly installments in the amount set forth in Section 1(d) (prorated for any partial month), from the Commencement Date and continuing throughout the Term on the first day of each calendar month during the Term, as additional rent, without notice, demand or setoff; provided that the monthly installment for the first full month shall be paid at the signing of this lease. Landlord shall apply such payments to the annual operating costs to Landlord of operating and maintaining the Property during each calendar year of the Term, which costs may include by way of example rather than limitation: insurance premiums, fees, impositions, costs for repairs, maintenance, service contracts, management and administrative fees, governmental permits, overhead expenses, costs of furnishing water, sewer, gas, fuel, electricity, other utility services, janitorial service, trash removal, security services, landscaping and grounds maintenance, and the costs of any other items attributable to operating or maintaining any or all of the Property excluding any costs which under generally accepted accounting principles are capital expenditures; provided, however, that annual operating costs also shall include the annual amortization (over an assumed useful life of ten years) of the costs (including financing charges) of building improvements made by Landlord to the Property that are required by any governmental authority or for the purpose of reducing operating expenses or directly enhancing the safety of tenants in the Building generally. The amount of the Annual Operating Expenses set forth in Section l(d) represents Landlord's estimate of Tenant's share of the estimated operating costs during the first calendar year of the Term on an annualized basis; from time to time Landlord may adjust such estimated amount if the estimated operating costs increase. Tenant's obligation to pay the Annual Operating Expenses pursuant to this Section 7 shall survive the expiration or termination of this lease. (i) COMPUTATION OF TENANT'S SHARE OF ANNUAL OPERATING COSTS. After the end of each calendar year of the Term, Landlord shall compute Tenant's share of the annual operating costs described above incurred during such calendar year by (A) calculating an appropriate adjustment, using generally accepted accounting principles, to avoid allocating to Tenant or to any other tenant (as the case may be) those specific costs which Tenant or any other tenant has agreed to pay; (B) calculating an appropriate adjustment, using generally accepted accounting principles, to avoid allocating to any vacant space those specific costs which were not incurred for such space; and (C) multiplying the adjusted annual operating costs by Tenant's Proportionate Share. 4

(ii) RECONCILIATION. By April 30th of each year (and as soon as practical after the expiration or termination of this lease or at any time in the event of a sale of the Property), Landlord shall provide Tenant with a statement of the actual amount of such annual operating costs for the preceding calendar year or part thereof. Landlord or Tenant shall pay to the other the amount of any deficiency or overpayment then due from one to the other or, at Landlord's option, Landlord may credit Tenant's account for any overpayment Tenant shall have the right to inspect the books and records used by Landlord in calculating the annual operating costs within 60 days of receipt of the statement during regular business hours after having given Landlord at least 48 hours prior written notice; provided, however, that Tenant shall make all payments of additional rent without delay, and that Tenant's obligation to pay such additional rent shall not be contingent on any such right. (B) IMPOSITIONS. As used in this lease the term "impositions" refers to all levies, taxes (including sales taxes and gross receipt taxes) and assessments, which are applicable to the Term, and which are imposed by any authority or under any law, ordinance or regulation thereof, or pursuant to any recorded covenants or agreements, and the reasonable cost of contesting any of the foregoing, upon or with respect to the Property or any part thereof, or any improvements thereto. Tenant shall pay to Landlord with the monthly payment of Minimum Annual Rent any imposition imposed directly upon this lease or the Rent (defined in Section 7(g)) or amounts payable by any subtenants or other occupants of the Premises, or against Landlord because of Landlord's estate or interest herein. (i) Nothing herein contained shall be interpreted as requiring Tenant to pay any income, excess profits or corporate capital stock tax imposed or assessed upon Landlord, unless such tax or any similar tax is levied or assessed in lieu of all or any part of any imposition or an increase in any imposition. (ii) If it shall not be lawful for Tenant to reimburse Landlord for any of the impositions, the Minimum Annual Rent shall be increased by the amount of the portion of such imposition allocable to Tenant, unless prohibited by law. (C) INSURANCE. (i) PROPERTY. Landlord shall keep in effect insurance against loss or damage to the Building or the Property by fire and such other casualties as may be included within fire, extended coverage and special form insurance covering the full replacement cost of the Building (but excluding coverage of Tenant's personal property in, and any alterations by Tenant to, the Premises), and such other insurance as Landlord may reasonably deem appropriate or as may be required from time-to-time by any mortgagee. (ii) LIABILITY. Tenant, at its own expense, shall keep in effect comprehensive general public liability insurance with respect to the Premises and the Property, including contractual liability insurance, with such limits of liability for bodily injury (including death) and property damage as reasonably may be required by Landlord from timeto-time, but not less than a combined single limit of $1,000,000 per occurrence and a general aggregate limit of not less than $2,000,000 (which aggregate limit shall apply separately to each of Tenant's locations if more than the Premises); however, such limits shall not limit the liability of Tenant hereunder. The policy of comprehensive general public liability insurance also shall name Landlord and Landlord's agent as insured parties with respect to the Premises, shall be written on an "occurrence" basis and not on a "claims made" basis, shall provide that it is primary with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance, shall provide that it shall not be cancelable or reduced without at least 30 days prior written notice to Landlord and shall be issued in form satisfactory to Landlord. The insurer shall be a responsible insurance carrier which is authorized to issue such insurance and licensed to do business in the state in which the Property is located and which has at all times during the Term a rating of no less than A VII in the most current edition of Best's Insurance Reports. Tenant shall deliver to Landlord on or before the Commencement Date, and subsequently renewals of, a certificate of insurance evidencing such coverage and the waiver of subrogation described below. 5

(iii) WAIVER OF SUBROGATION. Landlord and Tenant shall have included in their respective property insurance policies waivers of their respective insurers' right of subrogation against the other party. If such a waiver should be unobtainable or unenforceable, then such policies of insurance shall state expressly that such policies shall not be invalidated if, before a casualty, the insured waives the right of recovery against any party responsible for a casualty covered by the policy. (iv) INCREASE OF PREMIUMS. Tenant agrees not to do anything or fail to do anything which will increase the cost of Landlord's insurance or which will prevent Landlord from procuring policies (including public liability) from companies and in a form satisfactory to Landlord. If any breach of the preceding sentence by Tenant causes the rate of fire or other insurance to be increased, Tenant shall pay the amount of such increase as additional rent promptly upon being billed. (D) REPAIRS AND MAINTENANCE; COMMON AREAS; BUILDING MANAGEMENT. (i) Tenant at its sole expense shall maintain the Premises in a neat and orderly condition. (ii) Landlord, shall make all necessary repairs to the Premises, the Common Areas and any other improvements located on the Property, provided that Landlord shall have no responsibility to make any repair until Landlord receives written notice of the need for such repair. Landlord shall operate and manage the Property and shall maintain all Common Areas and any paved areas appurtenant to the Property in a clean and orderly condition. Landlord reserves the right to make alterations to the Common Areas from time to time. (iii) Notwithstanding anything herein to the contrary, repairs and replacements to the Property including the Premises made necessary by Tenant's use, occupancy or alteration of, or Tenant's installation in or upon the Property or by any act or omission of Tenant or its Agents shall be made at the sole expense of Tenant to the extent not covered by any applicable insurance proceeds paid to Landlord. Tenant shall not bear the expense of any repairs or replacements to the Property arising out of or caused by any other tenant's use, occupancy or alteration of, or any other tenant's installation in or upon, the Property or by any act or omission of any other tenant or any other tenant's Agents. 6

(E) UTILITIES. (i) Landlord will furnish the Premises with electricity, heating and air conditioning for the normal use and occupancy of the Premises as general offices between 8:00 a.m. and 6:00 p.m., Monday through Friday (legal holidays excepted). If Tenant shall require electricity or install electrical equipment including but not limited to electrical heating, refrigeration equipment, electronic data processing machines, or machines or equipment using current in excess of 110 volts, which will in any way increase the amount of electricity usually furnished for use as general office space, or if Tenant shall attempt to use the Premises in such a manner that the services to be furnished by Landlord would be required during periods other than or in addition to business hours referred to above, Tenant will obtain Landlord's prior written approval and will pay for the resulting additional direct expense, including the expense resulting from the installation of such equipment and meters, as additional rent promptly upon being billed. Landlord shall not be responsible or liable for any interruption in utility service, nor shall such interruption affect the continuation or validity of this lease. (ii) If at any time utility services supplied to the Premises are separately metered, the cost of installing Tenant's meter and the cost of such separately metered utility service shall be paid by Tenant promptly upon being billed. (F) JANITORIAL SERVICES. Landlord will provide Tenant with trash removal and janitorial services pursuant to a cleaning schedule attached as Exhibit "D". (G) "RENT." The term "RENT" as used in this lease means the Minimum Annual Rent, Annual Operating Expenses and any other additional rent or sums payable by Tenant to Landlord pursuant to this lease, all of which shall be deemed rent for purposes of Landlord's rights and remedies with respect thereto. Tenant shall pay all Rent to Landlord within 30 days after Tenant is billed, unless otherwise provided in this lease, and interest shall accrue on all sums due but unpaid. 8. SIGNS. Landlord, at Landlord's expense, will place Tenant's name and suite number on the Building standard sign and on or beside the entrance door to the Premises. Except for signs which are located wholly within the interior of the Premises and not visible from the exterior of the Premises, no signs shall be placed on the Property without the prior written consent of Landlord. All signs installed by Tenant shall be maintained by Tenant in good condition and Tenant shall remove all such signs at the termination of this lease and shall repair any damage caused by such installation, existence or removal. 9. ALTERATIONS AND FIXTURES. (a) Subject to Section 10, Tenant shall have the right to install its trade fixtures in the Premises, provided that no such installation or removal thereof shall affect any structural portion of the Property nor any utility lines, communications lines, equipment or facilities in the Building serving any tenant other than Tenant. At the expiration or termination of this lease and at the option of Landlord or Tenant, Tenant shall remove such installation(s) and, in the event of such removal, Tenant shall repair any damage caused by such installation or removal; if Tenant, with Landlord's written consent, elects not to remove such installation(s) at the expiration or termination of this lease, all such installations shall remain on the Property and become the property of Landlord without payment by Landlord. 7

(b) Except for non-structural changes which do not exceed $5000 in the aggregate, Tenant shall not make or permit to be made any alterations to the Premises without Landlord's prior written consent. Tenant shall pay the costs of any required architectural engineering reviews. In making any alterations, (i) Tenant shall deliver to Landlord the plans, specifications and necessary permits, together with certificates evidencing that Tenant's contractors and subcontractors have adequate insurance coverage naming Landlord and Landlord's agent as additional insureds, at least 10 days prior to commencement thereof, (ii) such alterations shall not impair the structural strength of the Building or any other improvements or reduce the value of the Property or affect any utility lines, communications lines, equipment or facilities in the Building serving any tenant other than Tenant, (iii) Tenant shall comply with Section 10 and (iv) the occupants of the Building and of any adjoining property shall not be disturbed thereby. All alterations to the Premises by Tenant shall be the property of Tenant until the expiration or termination of this lease; at that time all such alterations shall remain on the Property and become the property of Landlord without payment by Landlord unless Landlord gives written notice to Tenant to remove the same, in which event Tenant will remove such alterations and repair any resulting damage. At Tenant's request prior to Tenant making any alterations, Landlord shall notify Tenant in writing, whether Tenant is required to remove such alterations at the expiration or termination of this lease. 10. MECHANICS' LIENS. Tenant shall pay promptly any contractors and materialmen who supply labor, work or materials to Tenant at the Property and shall take all steps permitted by law in order to avoid the imposition of any mechanic's lien upon all or any portion of the Property. Should any such lien or notice of lien be filed for work performed for Tenant other than by Landlord, Tenant shall bond against or discharge the same within 5 days after Tenant has notice that the lien or claim is filed regardless of the validity of such lien or claim. Nothing in this lease is intended to authorize Tenant to do or cause any work to be done or materials to be supplied for the account of Landlord, all of the same to be solely for Tenant's account and at Tenant's risk and expense. Throughout this lease the term "MECHANIC'S LIEN" is used to include any lien, encumbrance or charge levied or imposed upon all or any portion of, interest in or income from the Property on account of any mechanic's, laborer's, materialman's or construction lien or arising out of any debt or liability to or any claim of any contractor, mechanic, supplier, materialman or laborer and shall include any mechanic's notice of intention to me a lien given to Landlord or Tenant, any stop order given to Landlord or Tenant, any notice of refusal to pay naming Landlord or Tenant and any injunctive or equitable action brought by any person claiming to be entitled to any mechanic's lien. 11. LANDLORD'S RIGHT TO RELOCATE TENANT; RIGHT OF ENTRY. (a) Landlord may cause Tenant to relocate from the Premises to a comparable space ("RELOCATION SPACE") within the Building by giving written notice to Tenant at least 60 days in advance, provided that Landlord shall pay for all reasonable costs of such relocation. Such a relocation shall not terminate, modify or otherwise affect this lease except that "Premises" shall refer to the Relocation Space rather than the old location identified in Section l(a). 8

(b) Tenant shall permit Landlord and its Agents to enter the Premises at all reasonable times following reasonable notice (except in the event of an emergency), for the purpose of inspection, maintenance or making repairs, alterations or additions as well as to exhibit the Premises for the purpose of sale or mortgage and, during the last 12 months of the Term, to exhibit the Premises to any prospective tenant. Landlord will make reasonable efforts not to inconvenience Tenant in exercising the foregoing rights, but shall not be liable for any loss of occupation or quiet enjoyment thereby occasioned. 12. DAMAGE BY FIRE OR OTHER CASUALTY. (a) If the Premises or Building shall be damaged or destroyed by fire or other casualty, Tenant promptly shall notify Landlord and Landlord, subject to the conditions set forth in this Section 12, shall repair such damage and restore the Premises to substantially the same condition in which they were immediately prior to such damage or destruction, but not including the repair, restoration or replacement of the fixtures or alterations installed by Tenant. Landlord shall notify Tenant in writing, within 30 days after the date of the casualty, if Landlord anticipates that the restoration will take more than 180 days from the date of the casualty to complete; in such event either Landlord or Tenant may terminate this lease effective as of the date of casualty by giving written notice to the other within 10 days after Landlord's notice. Further, if a casualty occurs during the last 12 months of the Term or any extension thereof, Landlord may cancel this lease unless Tenant has the right to extend the Term for at least 3 more years and does so within 30 days after the date of the casualty. (b) Landlord shall maintain a 12 month rental coverage endorsement or other comparable form of coverage as part of its fire, extended coverage and special form insurance. Tenant will receive an abatement of its Minimum Annual Rent and Annual Operating Expenses to the extent the Premises are rendered untenantable as determined by the carrier providing the rental coverage endorsement. 13. CONDEMNATION. (A) TERMINATION. If (i) all of the Premises are taken by a condemnation or otherwise for any public or quasi-public use, (ii) any part of the Premises is so taken and the remainder thereof is insufficient for the reasonable operation of Tenant's business or (iii) any of the Property is so taken, and, in Landlord's opinion, it would be impractical or the condemnation proceeds are insufficient to restore the remainder of the Property, then this lease shall terminate and all unaccrued obligations hereunder shall cease as of the day before possession is taken by the condemnor. (B) PARTIAL TAKING. If there is a condemnation and this lease has not been terminated pursuant to this Section, (i) Landlord shall restore the Building and the improvements which are a part of the Premises to a condition and size as nearly comparable as reasonably possible to the condition and size thereof immediately prior to the date upon which the condemnor took possession and (ii) the obligations of Landlord and Tenant shall be unaffected by such condemnation except that there shall be an equitable abatement of the Minimum Annual Rent according to the rental value of the Premises before and after the date upon which the condemnor took possession and/or the date Landlord completes such restoration. 9

(C) AWARD. In the event of a condemnation affecting Tenant, Tenant shall have the right to make a claim against the condemnor for moving expenses and business dislocation damages to the extent that such claim does not reduce the sums otherwise payable by the condemnor to Landlord. Except as aforesaid and except as set forth in (d) below, Tenant hereby assigns all claims against the condemnor to Landlord. (D) TEMPORARY TAKING. No temporary taking of the Premises shall terminate this lease or give Tenant any right to any rental abatement. Such a temporary taking will be treated as if Tenant had sublet the Premises to the condemnor and had assigned the proceeds of the subletting to Landlord to be applied on account of Tenant's obligations hereunder Any award for such a temporary taking during the Term shall be applied first to Landlord's costs of collection and, second, on account of sums owing by Tenant hereunder, and if such amounts applied on account of sums owing by Tenant hereunder should exceed the entire amount owing by Tenant for the remainder of the Term, the excess will be paid to Tenant. 14. NON-ABATEMENT OF RENT. Except as otherwise expressly provided as to damage by fire or other casualty in Section 12(b) and as to condemnation in Section 13(b), there shall be no abatement or reduction of the Rent for any cause whatsoever, and this lease shall not terminate, and Tenant shall not be entitled to surrender the Premises. 15. INDEMNIFICATION OF LANDLORD. Subject to Sections 7(c)(iii) and 16, Tenant will protect, indemnity and hold harmless Landlord and its Agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in connection with loss of life, personal injury or damage to property in or about the Premises or arising out of the occupancy or use of the Premises by Tenant or its Agents or occasioned wholly or in part by any act or omission of Tenant or its Agents, whether prior to, during or after the Term, except to the extent such loss, injury or damage was caused by the negligence of landlord or its Agents. In case any action or proceeding is brought against Landlord and/or its Agents by reason of the foregoing, Tenant at its expense, shall resist and defend such action or proceeding, or cause the same to be resisted and defended by counsel (reasonably acceptable to Landlord and its Agents) designated by the insurer whose policy covers such occurrence or by counsel designated by Tenant and approved by Landlord and its Agents. Tenant's obligations pursuant to this Section 15 shall survive the expiration or termination of this lease. 16. WAIVER OF CLAIMS. Landlord and Tenant each hereby waives all claims for recovery against the other for any loss or damage which may be inflicted upon the property of such party even if such loss or damage shall be brought about by the fault or negligence of the other party or its Agents; provided, however, that such waiver by Landlord shall not be effective with respect to any liability of Tenant described in Sections 4(c) and 7(d)(iii). 17. QUIET ENJOYMENT. Landlord covenants that Tenant, upon performing all of its covenants, agreements and conditions of this lease, shall have quiet and peaceful possession of the Premises as against anyone claiming by or through Landlord, subject, however, to the exceptions, reservations and conditions of this lease. 10

18. ASSIGNMENT AND SUBLETTING. (A) LIMITATION. Tenant shall not transfer this lease, voluntarily or by operation of law, without the prior written consent of Landlord which shall not be withheld unreasonably. However, landlord's consent shall not be required in the event of any transfer by Tenant to an affiliate of Tenant which is at least as creditworthy as Tenant as of the date of this lease and provided Tenant delivers to Landlord the instrument described in Section (c)(iii) below, together with a certification of such creditworthiness by Tenant and such affiliate. Any transfer not in conformity with this Section 18 shall be void at the option of Landlord, and Landlord may exercise any or all of its rights under Section 23. A consent to one transfer shall not be deemed to be a consent to any subsequent transfer. "Transfer" shall include any sublease, assignment, license or concession agreement, change in ownership or control of Tenant, mortgage or hypothecation of this lease or Tenant's interest therein or in all or a portion of the Premises. (B) OFFER TO LANDLORD. Tenant acknowledges that the terms of this lease, including the Minimum Annual Rent, have been based on the understanding that Tenant physically shall occupy the Premises for the entire Term. Therefore, upon Tenant's request to transfer all or a portion of the Premises, at the option of Landlord, Tenant and Landlord shall execute an amendment to this lease removing such space from the Premises, Tenant shall be relieved of any liability with respect to such space and Landlord shall have the right to lease such space to any party, including Tenant's proposed transferee. (C) CONDITIONS. Notwithstanding the above, the following shall apply to any transfer, with or without Landlord's consent: (i) As of the date of any transfer, Tenant shall not be in default under this lease nor shall any act or omission have occurred which would constitute a default with the giving of notice and/or the passage of time. (ii) No transfer shall relieve Tenant of its obligation to pay the Rent and to perform all its other obligations hereunder. The acceptance of Rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this lease or to be a consent to any transfer. (iii) Each transfer shall be by a written instrument in form and substance satisfactory to Landlord which shall (A) include an assumption of liability by any transferee of all Tenant's obligations and the transferee's ratification of and agreement to be bound by all the provisions of this lease, (B) afford Landlord the right of direct action against the transferee pursuant to the same remedies as are available to Landlord against Tenant and (C) be executed by Tenant and the transferee. (iv) Tenant shall pay, within 10 days of receipt of an invoice which shall be no less than $250, Landlord's reasonable attorneys' fees and costs in connection with the review, processing and documentation of any transfer for which Landlord's consent is requested. 11

19. SUBORDINATION; MORTGAGEE'S RIGHTS. (a) This lease shall be subordinate to any first mortgage or other primary encumbrance now or hereafter affecting the Premises. Although the subordination is self-operative, within 10 days after written request, Tenant shall execute and deliver any further instruments confirming such subordination of this lease and any further instruments of attornment that may be desired by any such mortgagee or Landlord. However, any mortgagee may at any time subordinate its mortgage to this lease, without Tenant's consent, by giving written notice to Tenant, and thereupon this lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery; provided, however, that such subordination shall not affect any mortgagee's right to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such mortgage and the execution of this lease. (b) It is understood and agreed that any mortgagee shall not be liable to Tenant for any funds paid by Tenant to Landlord unless such funds actually have been transferred to such mortgagee by Landlord. (c) Notwithstanding the provisions of Sections 12 and 13 above, Landlord's obligation to restore the Premises after a casualty or condemnation shall be subject to the consent and prior rights of Landlord's first mortgagee. 20. RECORDING; TENANT'S CERTIFICATE. Tenant shall not record this lease or a memorandum thereof without Landlord's prior written consent. Within 10 days after Landlord's written request from time to time: (a) Tenant shall execute, acknowledge and deliver to Landlord a written statement certifying the Commencement Date and Expiration Date of this lease, that this lease is in full force and effect and has not been modified and otherwise as set forth in the form of estoppel certificate attached as Exhibit "E" or with such modifications as may be necessary to reflect accurately the stated facts and/or such other certifications as may be requested by a mortgagee or purchaser. Tenant understands that its failure to execute such documents may cause Landlord serious financial damage by causing the failure of a financing or sale transaction. (b) Tenant shall furnish to Landlord, Landlord's mortgagee, prospective mortgagee or purchaser reasonably requested financial information. 21. SURRENDER; ABANDONED PROPERTY. (a) Subject to the terms of Sections 9(b), 12(a) and 13(b), at the expiration or termination of this lease, Tenant promptly shall yield up in the same condition, order and repair in which they are required to be kept throughout the Term, the Premises and all improvements thereto, and all fixtures and equipment servicing the Building, ordinary wear and tear excepted. (b) Upon or prior to the expiration or termination of this lease, Tenant shall remove any personal property from the Property. Any personal property remaining thereafter shall be deemed conclusively to have been abandoned, and Landlord, at Tenant's expense, may remove, store, sell or otherwise dispose of such property in such manner as Landlord may see fit and/or Landlord may retain such property as its property. If any part thereof shall be sold, then Landlord may receive and retain the proceeds of such sale and apply the same, at its option, against the expenses of the sale, the cost of moving and storage and any Rent due under this lease. 12

(c) If Tenant, or any person claiming through Tenant, shall continue to occupy the Premises after the expiration or termination of this lease or any renewal thereof, such occupancy shall be deemed to be under a month-to-month tenancy under the same terms and conditions set forth in this lease, except that the monthly installment of the Minimum Annual Rent during such continued occupancy shall be double the amount applicable to the last month of the Term. Anything to the contrary notwithstanding, any holding over by Tenant without Landlord's prior written consent shall constitute a default hereunder and shall be subject to all the remedies available to Landlord. 22. CURING TENANT'S DEFAULTS. If Tenant shall be in default in the performance of any of its obligations hereunder, Landlord, without any obligation to do so, in addition to any other rights it may have in law or equity, may elect to cure such default on behalf of Tenant after written notice (except in the case of emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including interest thereon from the respective dates of Landlord's incurring such costs, which sums and costs together with interest shall be deemed additional rent. 23. DEFAULTS - REMEDIES. (A) DEFAULTS. It shall be an event of default: (i) If Tenant does not pay in full when due any and all Rent; (ii) If Tenant fails to observe and perform or otherwise breaches any other provision of this lease; (iii) If Tenant abandons the Premises, which shall be conclusively presumed if the Premises remain unoccupied for more than 10 consecutive days, or removes or attempts to remove Tenant's goods or property other than in the ordinary course of business; or (iv) If Tenant becomes insolvent or bankrupt in any sense or makes a general assignment for the benefit of creditors or offers a settlement to creditors, or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, or a bill in equity or other proceeding for the appointment of a receiver for any of Tenant's assets is commenced, or if any of the real or personal property of Tenant shall be levied upon; provided, however, that any proceeding brought by anyone other than Landlord or Tenant under any bankruptcy, insolvency, receivership or similar law shall not constitute a default until such proceeding has continued unstayed for more than 60 consecutive days. (B) REMEDIES. Then, and in any such event, Landlord shall have the following rights: 13

(i) To charge a late payment fee equal to the greater of $100 or 5% of any amount owed to Landlord pursuant to this lease which is not paid within 5 days after the due date. (ii) To enter and repossess the Premises, by breaking open locked doors if necessary, and remove all persons and all or any property therefrom, by action at law or otherwise, without being liable for prosecution or damages therefor, and Landlord may, at Landlord's option, make alterations and repairs in order to relet the Premises and relet all or any part(s) of the Premises for Tenant's account. Tenant agrees to pay to Landlord on demand any deficiency that may arise by reason of such reletting. In the event of reletting without termination of this lease, Landlord may at any time thereafter elect to terminate this lease for such previous breach. (iii) To accelerate the whole or any part of the Rent for the balance of the Term, and declare the same to be immediately due and payable. (iv) To terminate this lease and the Term without any right on the part of Tenant to save the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken. (v) When this lease and the Term or any extension thereof shall have been terminated on account of any default by Tenant, or when the Term or any extension thereof shall have expired, Tenant hereby authorizes any attorney of any court of record of the Commonwealth of Pennsylvania to appear for Tenant and for anyone claiming by, through or under Tenant and to confess judgment against all such parties, and in favor of Landlord, in ejectment and for the recovery of possession of the Premises, for which this lease or a true and correct copy hereof shall be good and sufficient warrant. AFTER THE ENTRY OF ANY SUCH JUDGMENT, A WRIT OF POSSESSION MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT AND WITHOUT A HEARING. If for any reason after such action shall have been commenced it shall be determined and possession of the Premises remain in or be restored to Tenant, Landlord shall have the right for the same default and upon any subsequent default(s) or upon the termination of this lease or Tenant's right of possession as herein set forth, to again confess judgment as herein provided, for which this lease or a true and correct copy hereof shall be good and sufficient warrant. (vi) If Tenant shall default in the payment of the Rent due hereunder, Tenant hereby authorizes any attorney of any court of record of the Commonwealth of Pennsylvania to appear for Tenant and to confess judgment against Tenant, and in favor of Landlord, for all sums due hereunder plus interest, costs and an attorney's collection commission equal to the greater of 10% of all such sums or $1,000, for which this lease or a true and correct copy hereof shall be good and sufficient warrant. TENANT UNDERSTANDS THAT THE FOREGOING PERMITS LANDLORD TO ENTER A JUDGMENT AGAINST TENANT WITHOUT PRIOR NOTICE OR HEARING. ONCE SUCH A JUDGMENT HAS BEEN ENTERED AGAINST TENANT, ONE OR MORE WRITS OF EXECUTION OR WRITS OF GARNISHMENT MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT AND WITHOUT A HEARING, AND, PURSUANT TO SUCH WRITS, LANDLORD MAY CAUSE THE SHERIFF OF THE COUNTY IN WHICH ANY PROPERTY OF TENANT IS LOCATED TO SEIZE TENANT'S PROPERTY BY LEVY OR ATTACHMENT. IF THE JUDGMENT AGAINST TENANT REMAINS UNPAID AFTER SUCH LEVY OR ATTACHMENT, LANDLORD CAN CAUSE SUCH PROPERTY TO BE SOLD BY THE SHERIFF EXECUTING THE WRITS, OR, IF SUCH PROPERTY CONSISTS OF A DEBT OWED TO TENANT BY ANOTHER ENTITY, LANDLORD CAN CAUSE SUCH DEBT TO BE PAID DIRECTLY TO LANDLORD IN AN AMOUNT UP TO BUT NOT TO EXCEED THE AMOUNT OF THE JUDGMENT OBTAINED BY LANDLORD AGAINST TENANT, PLUS THE COSTS OF THE EXECUTION. Such authority shall not be exhausted by one exercise thereof, but judgment may be confessed as aforesaid from time to time as often as any of said rental and other sums shall fall due or be in arrears, and such powers may be exercised as well after the expiration of the initial Term of this lease and during any extended or renewal Term of this lease and after the expiration of any extended or renewal Term of this lease. 14

(vii) The warrants of attorney to confess judgment set forth above shall continue in full force and effect and be unaffected by amendments to this lease or other agreements between Landlord and Tenant even if any such amendments or other agreements increase Tenant's obligations or expand the size of the Premises. Tenant waives any procedural errors in connection with the entry of any such judgment or in the issuance of any one or more writs of possession or execution or garnishment thereon. (viii) TENANT KNOWINGLY AND EXPRESSLY WAIVES (i) ANY RIGHT, INCLUDING, WITHOUT LIMITATION, UNDER ANY APPLICABLE STATUTE, WHICH TENANT MAY HAVE TO RECEIVE A NOTICE TO QUIT PRIOR TO LANDLORD COMMENCING AN ACTION FOR REPOSSESSION OF THE PREMISES AND (ii) ANY RIGHT WHICH TENANT MAY HAVE TO NOTICE AND TO HEARING PRIOR TO A LEVY UPON OR ATTACHMENT OF TENANT'S PROPERTY OR THEREAFTER. INTERNATIONAL HEALTH PARTNERS, INC
By: /s/ David M. Daniels ---------------------------------Name: David M. Daniels Title: CEO

(C) GRACE PERIOD. Notwithstanding anything hereinabove stated, neither party will exercise any available right because of any default of the other, except those remedies contained in subsection (b)(i) of this Section, unless such party shall have first given 10 days written notice thereof to the defaulting party, and the defaulting party shall have failed to cure the default within such period; provided, however, that: (i) No such notice shall be required if Tenant fails to comply with the provisions of Sections 10 or 20(a), in the case of emergency as set forth in Section 22 or in the event of any default enumerated in subsections (a)(iii) and (iv) of this Section. 15

(ii) Landlord shall not be required to give such 10 days notice more than 2 times during any 12 month period. (iii) If the default consists of something other than the failure to pay money which cannot reasonably be cured within 10 days, neither party will exercise any right if the defaulting party begins to cure the default within the 10 days and continues actively and diligently in good faith to completely cure said default. (iv) Tenant agrees that any notice given by Landlord pursuant to this Section which is served in compliance with Section 27 shall be adequate notice for the purpose of Landlord's exercise of any available remedies. (D) NON-WAIVER; NON-EXCLUSIVE. No waiver by Landlord of any breach by Tenant shall be a waiver of any subsequent breach, nor shall any forbearance by Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of any rights and remedies with respect to such or any subsequent breach. Efforts by Landlord to mitigate the damages caused by Tenant's default shall not constitute a waiver of Landlord's right to recover damages hereunder. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy provided herein or by law, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the total amount due Landlord under this lease shall be deemed to be other than on account, nor shall any endorsement or statement on any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of Rent due, or Landlord's right to pursue any other available remedy. (E) COSTS AND ATTORNEYS' FEES. If either party commences an action against the other party arising out of or in connection with this lease, the prevailing party shall be entitled to have and recover from the losing party attorneys' fees, costs of suit, investigation expenses and discovery costs, including costs of appeal. 24. REPRESENTATIONS OF TENANT. Tenant represents to Landlord and agrees that: (a) The word "TENANT" as used herein includes the Tenant named above as well as its successors and assigns, each of which shall be under the same obligations and liabilities and each of which shall have the same rights, privileges and powers as it would have possessed had it originally signed this lease as Tenant. Each and every of the persons named above as Tenant shall be bound jointly and severally by the terms, covenants and agreements contained herein. However, no such rights, privileges or powers shall inure to the benefit of any assignee of Tenant immediate or remote, unless Tenant has complied with the terms of Section 18 and the assignment to such assignee is permitted or has been approved in writing by Landlord. Any notice required or permitted by the terms of this lease may be given by or to any one of the persons named above as Tenant, and shall have the same force and effect as if given by or to all thereof. 16

(b) If Tenant is a corporation, partnership or any other form of business association or entity, Tenant is duly formed and in good standing, and has full corporate or partnership power and authority, as the case may be, to enter into this lease and has taken all corporate or partnership action, as the case may be, necessary to carry out the transaction contemplated herein, so that when executed, this lease constitutes a valid and binding obligation enforceable in accordance with its terms. Tenant shall provide Landlord with corporate resolutions or other proof in a form acceptable to Landlord, authorizing the execution of this lease at the time of such execution. 25. LIABILITY OF LANDLORD. The word "LANDLORD" as used herein includes the Landlord named above as well as its successors and assigns, each of which shall have the same rights, remedies, powers, authorities and privileges as it would have had it originally signed this lease as Landlord. Any such person or entity, whether or not named herein, shall have no liability hereunder after it ceases to hold title to the Premises except for obligations already accrued (and, as to any unapplied portion of Tenant's Security Deposit, Landlord shall be relieved of all liability therefor upon transfer of such portion to its successor in interest) and Tenant shall look solely to Landlord's successor in interest for the performance of the covenants and obligations of the Landlord hereunder which thereafter shall accrue. Neither Landlord nor any principal of Landlord nor any owner of the Property, whether disclosed or undisclosed, shall have any personal liability with respect to any of the provisions of this lease or the Premises, and if Landlord is in breach or default with respect to Landlord's obligations under this lease or otherwise, Tenant shall look solely to the equity of Landlord in the Property for the satisfaction of Tenant's claims. Notwithstanding the foregoing, no mortgagee or ground lessor succeeding to the interest of Landlord hereunder (either in terms of ownership or possessory rights) shall be (a) liable for any previous act or omission of a prior landlord, (b) subject to any rental offsets or defenses against a prior landlord or (c) bound by any amendment of this lease made without its written consent or by payment by Tenant of Minimum Annual Rent in advance in excess of one monthly installment. 26. INTERPRETATION; DEFINITIONS. (A) CAPTIONS. The captions in this lease are for convenience only and are not a part of this lease and do not in any way define, limit, describe or amplify the terms and provisions of this lease or the scope or intent thereof. (B) ENTIRE AGREEMENT. This lease represents the entire agreement between the parties hereto and there are no collateral or oral agreements or understandings between Landlord and Tenant with respect to the Premises or the Property. No rights, easements or licenses are acquired in the Property or any land adjacent to the Property by Tenant by implication or otherwise except as expressly set forth in the provisions of this lease. This lease shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "INCLUDING" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. Both parties having participated fully and equally in the negotiation and preparation of this lease, this lease shall not be more strictly construed, nor any ambiguities in this lease resolved, against either Landlord or Tenant. 17

(C) COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this lease unless otherwise expressly provided. All of the terms and conditions set forth in this lease shall apply throughout the Term unless otherwise expressly set forth herein. (D) INTEREST. Wherever interest is required to be paid hereunder, such interest shall be at the highest rate permitted under law but not in excess of 15% per annum. (E) SEVERABILITY; GOVERNING LAW. If any provisions of this lease shall be declared unenforceable in any respect, such unenforceability shall not affect any other provision of this lease, and each such provision shall be deemed to be modified, if possible, in such a manner as to render it enforceable and to preserve to the extent possible the intent of the parties as set forth herein. This lease shall be construed and enforced in accordance with the laws of the state in which the Property is located. (F) "MORTGAGE" AND "MORTGAGEE." The word "MORTGAGE" as used herein includes any lien or encumbrance on the Premises or the Property or on any part of or interest in or appurtenance to any of the foregoing, including without limitation any ground rent or ground lease if Landlord's interest is or becomes a leasehold estate. The word "MORTGAGEE" as used herein includes the holder of any mortgage, including any ground lessor if Landlord's interest is or becomes a leasehold estate. Wherever any right is given to a mortgagee, that right may be exercised on behalf of such mortgagee by any representative or servicing agent of such mortgagee. (G) "PERSON." The word "person" is used herein to include a natural person, a partnership, a corporation, an association and any other form of business association or entity. 27. NOTICES. Any notice or other communication under this lease shall be in writing and addressed to Landlord or Tenant at their respective addresses specified at the beginning of this lease, except that after the Commencement Date Tenant's address shall be at the Premises, (or to such other address as either may designate by notice to the other) with a copy to any mortgagee or other party designated by Landlord. Each notice or other communication shall be deemed given if sent by prepaid overnight delivery service or by certified mail, return receipt requested, postage prepaid or in any other manner, with delivery in any case evidenced by a receipt, and shall be deemed received on the day of actual receipt by the intended recipient or on the business day delivery is refused. The giving of notice by Landlord's attorneys, representatives and agents under this Section shall be deemed to be the acts of Landlord; however, the foregoing provisions governing the date on which a notice is deemed to have been received shall mean and refer to the date on which a party to this lease, and not its counselor other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 28. SECURITY DEPOSIT. At the time of signing this lease, Tenant shall deposit with Landlord the sum of $15,000 to be retained by Landlord, together with the $4,000 security deposit under the Existing Lease (as defined in Section 32) which will be transferred by Landlord to this lease on the Commencement Date, as cash security for the faithful performance and observance by Tenant of the provisions of this lease. Tenant shall not be entitled to any interest whatever on the Security Deposit. Landlord shall have the right to commingle the Security Deposit with its other funds. Landlord may use the whole or any part of the Security Deposit for the payment of any amount as to which Tenant is in default hereunder or to compensate Landlord for any loss or damage it may suffer by reason of Tenant's default under this lease. If Landlord uses all or any portion of the Security Deposit as herein provided, within 10 days after written demand therefor, Tenant shall pay Landlord cash in amount equal to that portion of the Security Deposit used by Landlord. If Tenant shall comply fully and faithfully with all of the provisions of this lease, the Security Deposit shall be returned to Tenant after the Expiration Date and surrender of the Premises to Landlord. 18

IN WITNESS WHEREOF, and in consideration of the mutual entry into this lease and for other good and valuable consideration, and intending to be legally bound, Landlord and Tenant have executed this lease
Date signed: 4/22/04 ------LANDLORD: LIBERTY PROPERTY LIMITED PARTNERSHIP By: Liberty Property Trust, Sole General Partner By: /s/ Ward J. Fitzgerald -----------------------------------------------Name: Ward J. Fitzgerald Title: Senior Vice President, Regional Director

Date signed: 4/20/04 ------Attest: /s/ R. H. Folts ---------------------Name: R. H. Folts Title:

TENANT: INTERNATIONAL HEALTH PARTNERS, INC.

By: /s/ David M. Daniels -----------------------------------------------Name: David M. Daniels Title: CEO

19

ADDENDUM 29. TENANT IMPROVEMENTS. Landlord shall complete the Premises in accordance with the description of improvements attached as Exhibit "F". All necessary construction shall be substantially completed ready for use and occupancy by Tenant on the Completion Date, subject to extension for delays due to any cause beyond the reasonable control of Landlord or Landlord's contractors or suppliers. All construction shall be done in a good and workmanlike manner and shall comply at the time of completion with all applicable Laws and Requirements of the governmental authorities having jurisdiction. 30. FURNITURE. The lease of the Premises includes the right of Tenant to use the furniture listed on Exhibit "G" attached hereto (the "Furniture"). The Furniture will be accepted by Tenant in its "as is" "where is" condition and without representation or warranty, express or implied, as to its condition, merchantability or fitness for a particular purpose. Tenant shall comply with all Laws and Requirements in connection with the installation and use of the Furniture in the Premises. During the Term, Tenant shall maintain the Furniture in its present condition, reasonable wear and tear excepted, and upon the expiration or earlier termination of this lease shall surrender the Furniture to Landlord in such condition. 31. TENANT'S RELEASE IF EXPANDS. If at any time during the term of this lease Tenant desires to lease at least 75% more square feet than the then current square footage of the Premises and Tenant enters into a lease with Landlord for such larger space in any of Landlord's buildings, Landlord agrees that, at Tenant's request, Landlord will enter into an agreement with Tenant to terminate this lease as of the commencement date of the lease for the larger space. 32. TERMINATION OF EXISTING LEASE. (a) Landlord and Tenant are parties to a Lease Agreement dated December 1, 2001, as amended by Amendment to Lease Agreement dated February 25, 2004 (collectively, the "Existing Lease") with respect to premises containing approximately 2,045 rentable square feet in the Building (the "Existing Premises"). (b) Upon substantial completion of the Premises, Tenant shall vacate and surrender the Existing Premises leaving same in the condition it is required to be surrendered under the Existing Lease, at which time the Existing Lease shall terminate and all covenants and obligations of the parties with respect to the Existing Lease shall cease; provided, however, that all covenants, obligations and indemnifications set forth in the Existing Lease (as the same pertain to the leasing of the Existing Premises prior to the termination of the Existing Lease) shall survive and remain in full force and effect and shall be paid or performed by the applicable party when due or owing. A-1

Omitted Exhibits The following exhibits to the Agreement of Lease have been omitted:
Exhibit ------A B C D E F G Exhibit Description ------------------Plan Showing Premises Commencement Certificate Building Rules Cleaning Schedule Estoppel Certificate Description of Improvements List of Furniture

The Company agrees to furnish supplementally a copy of the foregoing omitted exhibits to the Securities and Exchange Commission upon request.

EXHIBIT 10.13 COMMERCIAL OFFICE LEASE BETWEEN CENTERPOINTE PROPERTY, LLC AND NATIONAL HEALTH PARTNERS, INC. Premises designated as Suite No. 501 Situated on Floor(s) No. 5 FOR TENANCY AT CENTERPOINTE OFFICE BUILDING Sarasota, Florida

TABLE OF CONTENTS

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT GUARANTY

DEFINITIONS AND TERMS........................................................................... PREMISES........................................................................................ TERM............................................................................................ RENT............................................................................................ TENANT'S SHARE OF EXPENSES...................................................................... SECURITY DEPOSIT................................................................................ ADDITIONS AND ALTERATIONS....................................................................... PERMITTED USE................................................................................... UTILITIES....................................................................................... INDEMNIFICATION; INSURANCE...................................................................... ASSIGNMENT OR SUBLETTING........................................................................ SIGNS; ADVERTISING.............................................................................. MAINTENANCE OF INTERIOR OF PREMISES............................................................. DAMAGE OR DESTRUCTION........................................................................... DEFAULT......................................................................................... REMEDIES........................................................................................ LANDLORD'S RIGHT OF ENTRY....................................................................... NOTICES......................................................................................... TAXES ON TENANT'S PERSONAL PROPERTY AND TAXES ASSESSED AGAINST RENTALS.......................... ATTORNEY'S FEES AND COSTS OF COLLECTION......................................................... PRIOR AGREEMENTS................................................................................ FLOOR PLANS..................................................................................... NO AUTOMATIC RENEWAL............................................................................ CONDITIONS OF PREMISES; NO WARRANTIES........................................................... TERMS, HEADINGS AND JURISDICTION................................................................ CONDEMNATION.................................................................................... SUBORDINATION TO MORTGAGES...................................................................... ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS.................................................. QUIET ENJOYMENT................................................................................. PARKING SPACES.................................................................................. LANDLORD'S RIGHT TO ALTER COMMON AREAS.......................................................... EXCULPATION..................................................................................... SUCCESSORS AND ASSIGNS.......................................................................... BUILDOUT ALLOWANCE.............................................................................. REAL ESTATE COMMISSIONS......................................................................... RADON AND HAZARDOUS WASTE....................................................................... COMPLIANCE WITH LAWS INCLUDING THE AMERICANS WITH DISABILITIES ACT.............................. BUILDING RULES AND REGULATIONS.................................................................. PERFORMANCE..................................................................................... SHORT FORM OF LEASE............................................................................. RIGHT TO RELOCATE TENANT........................................................................ A: B: C: D: E: FLOOR PLAN OF PREMISES BUILDING RULES AND REGULATIONS SHORT FORM LEASE BUILDOUT ALLOWANCE LANDLORD'S WORK

-i-

SARASOTA, FLORIDA COMMERCIAL LEASE AGREEMENT THIS LEASE ("Lease") is entered into the 13th day of June, 2005 between CENTERPOINTE PROPERTY, LLC, as the authorized agent for PMW HOSPITALITY, LLC and RFW HOSPITALITY, LLC, hereinafter referred to as the "Landlord", and NATIONAL HEALTH PARTNERS, INC, hereinafter referred to as the "Tenant"; WITNESSETH: As mutual consideration for entering into this Lease the Landlord and Tenant agree to the following covenants, terms and conditions: 1. DEFINITIONS AND TERMS As Used in this Lease Agreement, the terms enumerated below as items 1.1 to 1.21 inclusive shall have only the meaning set forth in this section unless expressly modified, limited or expanded elsewhere in the Lease, in which event, such modification, limitation and/or expansion shall supersede the meaning set forth below: 1.1 EXHIBITS: The following Exhibits attached to this Lease are incorporated herein and made a part hereof: Exhibit A: Floor Plan of Premises Exhibit B: Building Rules and Regulations Exhibit C: Short Form of Lease Exhibit D: Buildout Allowance Exhibit E: Landlord's Work 1.2 BUILDING: Centerpointe Office Building located at 2033 Main Street, Sarasota, Florida 34237, containing approximately 97,207 rentable square feet. 1.3 PREMISES: Suite 501, see 1.12 Rentable Area of Premises. 1.4 TERM: The Term of this Lease commences on the Commencement Date and expires on the Termination Date unless terminated sooner or extended as provided in this Lease. 1.5 COMMENCEMENT DATE: July 1, 2005 1.6 TERMINATION DATE: June 30, 2010 1.7 ANNUAL BASE RENT: $13.02 per rentable square foot, plus applicable taxes 1.8 INITIAL MONTHLY BASE RENT: $4328.07, plus applicable taxes

1.9 INITIAL ANNUAL CAM CHARGE: $ 9.68 per rentable square foot, plus applicable taxes. 1.10 INITIAL MONTHLY CAM CHARGE: $3217.79, plus applicable taxes 1.11 INITIAL MONTHLY RENT (BASE RENT AND CAM CHARGE): $ 7545.86 plus applicable taxes 1.12 RENTABLE AREA OF PREMISES: 3989 square feet. 1.13 TENANT'S PROPORTIONATE SHARE ("PROPORTIONATE SHARE"): 4.10 %
1.14 SECURITY DEPOSIT: $ 18,000 - to be paid to landlord no later than October 1, 2005. PERMITTED USE: General Office TENANT'S ADDRESS: 2033 Main Street, Suite 501 Sarasota, Florida 34237 Centerpointe Property, LLC 2033 Main St, Suite 405 Sarasota, Florida 34237 N/A

1.15 1.16

1.17

LANDLORD'S ADDRESS:

1.18

GUARANTOR:

1.19 OPTIONS TO RENEW: 1-5 year option to renew with 120 days written notice provided to Landlord. 1.20 PARKING: Tenant is allocated ten (10) parking space(s) in the attached parking garage at the rate of $35.00 per space, per month plus applicable sales tax for the first year of the initial term. Parking rate to be increased annually at the rate of four percent (4%) per space per month, plus applicable taxes. 1.21 PROPERTY: The real property commonly known as 2033 Main Street, Sarasota, Florida 34237. 2. PREMISES 2.1 AGREEMENT TO LEASE: Landlord leases the Premises to the Tenant and Tenant leases the Premises from the Landlord for the Term of this Lease. 2.2 EXCEPTIONS: Tenant acknowledges that this lease is subject to all existing liens, encumbrances, deeds of trust, reservations, restrictions and other matters of record and to zoning, building and fire ordinances and all governmental statutes, rules and regulations relating to the use or occupancy of the Premises, as they may hereafter be amended from time to time. -2-

3. TERM 3.1 INITIAL TERM: The initial Term of this lease shall commence on the Commencement Date and shall terminate on the Termination Date, unless terminated sooner in accordance with the terms of this Lease. As used herein, Term shall include any renewal term for which Tenant duly exercises its option to renew in accordance with Section 3.4 below. 3.2 EARLY COMMENCEMENT: Notwithstanding the Commencement Date, the Term shall commence earlier than the Commencement Date if Tenant occupies the Premises prior to the stated Commencement Date. "Occupancy", "occupy" or "occupies" as used in this lease shall mean use of the Premises for any reason by Tenant or Tenant's agents, licensees, employees, directors, officers, partners, trustees, and invitees (collectively, "Tenant's Agents"). 3.3 DELAYED COMMENCEMENT: Landlord shall deliver possession of the Premises to Tenant on or within 30 days of the Commencement Date. If Landlord, through no fault of Tenant, cannot deliver possession of the Premises to Tenant on the Commencement Date, such delay shall not affect the validity of this Lease, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, but there shall be a proportionate reduction of rent covering the period between the Commencement Date and the time when Landlord delivers possession of the Premises to Tenant. 3.4 OPTION TO RENEW: Tenant shall have the option, exercisable by written notice to Landlord, sent by certified mail or recognized overnight mail delivery service, and received by Landlord not later than one hundred twenty (120) days prior to the expiration of the initial Term and/or any exercised renewal term, to extend the Lease, for the renewal term(s) set forth in Section 1.19 on the same terms and conditions as provided in the Lease, except that; a. Landlord shall have no obligations to make any improvements to the Premises; and b. There shall be no option to further extend the Term. Notwithstanding the foregoing, the option to renew the lease shall be deemed null and void if one more of the following has occurred: a. Tenant has been late in the payment of rent on three (3) or more occasions within any twelve (12) month period. For this purpose, a payment shall be deemed to be late if it is received by Landlord after the fifth day of the month in which such rent is due. b. Tenant is or has been in default in the performance of any of its other obligations under the Lease. -3-

c. Tenant has failed to give written notice by certified or overnight mail to Landlord one hundred twenty (120) days prior to the expiration of the Initial Term, or any subsequent renewal term. d. The Lease has been assigned. 4. RENT 4.1 RENT DETERMINATION: Tenant agrees to pay to Landlord each year during the Term (as the Term may be adjusted pursuant to Section 3.2 or 3.3) the Annual Rent (Annual Base Rent plus applicable CAM charges) for the Premises. Annual Rent shall be paid in monthly installments in advance, on or before the first day of each calendar month during the Term; provided that Tenant shall pay to the Landlord prior to Commencement Date the prorated Monthly Rent attributable to the month in which the Commencement Date occurs if other than the first day of a month. The Monthly Rent shall include Florida State Sales Tax thereon and any other tax applicable to said Monthly Rent. Concurrently with the execution of this Lease, Tenant shall pay to Landlord the Monthly Rent for the first month's rent. All rent payable by Tenant to Landlord under this Lease shall be paid to Landlord in lawful money of the United States of America at Landlord's address on Page 1 herein, or to any other person or at any place Landlord may designate in writing. Unless otherwise specified, the term "rent" or "Rent" as used in this Lease shall include Base Rent plus CAM charges (as described in Section 5.1 below), and any other additional rent payable hereunder, plus all applicable taxes. All rent shall be paid without prior demand, deduction, setoff or counterclaim. 4.2 ADDITIONAL SERVICES: Tenant agrees to pay to Landlord as additional rent upon demand (but not more frequently than monthly) all charges for any services, goods or materials furnished by Landlord at Tenant's written request which are not required to be furnished by Landlord under this Lease without separate charge or reimbursement. Such charges are due and payable in full, upon demand after the services, goods, or materials are furnished. 4.3 PRORATIONS: Any rent for any fractional month shall be prorated based on a thirty (30) day month, and for any fractional year shall be prorated based on a three hundred sixty (360) day year. 4.4 ANNUAL RENT INCREASE: The Monthly Base Rent shall be increased beginning on the first anniversary of the Commencement Date and on each anniversary thereafter by a sum equal to 4% of the Monthly Base Rent for the last month of the previous year or the increase in the CPI Index during the prior year, whichever is greater. "CPI Index" means the "Consumer Price Index for Urban Wage Earners and Clerical Workers, Revised Series, CPI-W (all items 1982-1984=100) published by the Bureau of Labor Statistics, United States Department of Labor, or any successor to such agency for the standard metropolitan statistical area in which the Premises are located. If the CPI Index shall cease to be published, Landlord shall replace it for purposes of this Lease with a reasonable substitute index. If the CPI Index shall be reconstituted or the basis for its calculation shall be changed, then the new index shall be employed under this Lease. -4-

4.5 SALES TAX: Tenant shall pay to Landlord concurrently with the payment of the Monthly Rent, any additional rent and other sums, all Florida State sales tax and any other tax which is applicable to such payment. 4.6 NO SET-OFF: Tenant waives all rights (whether statutory or otherwise) to make repairs at the expense of Landlord, to cure any alleged defaults by Landlord at the expense of Landlord, or to deduct the cost thereof from rent or other sums due Landlord hereunder. 4.7 LATE PAYMENT PENALTY: A late payment penalty shall be added to any rent not received by Landlord within ten (10) days of the due date. Such penalty shall be five percent (5%) of the monthly rent or additional rent due. 4.8 LATE PAYMENT INTEREST: If any installment of Monthly Rent, additional rent or other amount due hereunder is not paid within ten (10) days after it is due, then such payment shall bear interest at the lower rate of either eighteen percent (18%) per annum or the maximum rate permitted by law, from the date on which it was due until the date on which it is paid, regardless of whether any notice has been given by Landlord to Tenant. This provision shall not relieve Tenant from payment of any Monthly Rent, additional rent or other amounts due hereunder at the time and in the manner herein specified nor waive any other right or remedy of Landlord hereunder. 4.9 ACCEPTANCE OF LATE PAYMENTS: The receipt and acceptance by Landlord of delinquent Rent shall not constitute a waiver of any other default. No payment by Tenant or receipt by Landlord of a lesser amount than the Monthly Rent, Additional Rent or other sums due shall be deemed to be other than on account of the earliest stipulated amounts so due, nor shall any endorsement or statement on any check or any letter or other writing accompanying any check or payment as rent be deemed in accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's rights to recover the balance of such rent or to pursue any other right or remedy provided herein or at law or in equity. 5. TENANT'S SHARE OF EXPENSES 5.1 ADDITIONAL RENT: Tenant shall pay, as additional rent hereunder, Tenant's Proportionate Share of CAM costs (as defined in 5.3 below) in monthly installments during the term of this Lease. The initial estimated CAM cost is set forth in Section 1.9 of this Lease. Tenant's share of the CAM costs shall be an amount equal to the product obtained by multiplying the total CAM costs paid or incurred by Landlord during the year by Tenant's Proportionate Share. As soon as practicable after December 31st of each year, Landlord shall estimate the total of CAM costs for the succeeding year ("Calculation Period") and Tenant agrees to pay one twelfth (1/12th) of Tenant's Proportionate Share thereof, together with applicable tax thereon, concurrently with each monthly rental payment. As soon as practicable after the end of each Calculation Period, Landlord shall furnish to Tenant a statement of Tenant's Proportionate Share of each year's actual CAM costs. In the event that the actual CAM costs exceed Landlord's estimate for that year, Tenant shall pay Landlord such excess within 30 days of receipt of the statement of actual CAM costs. In the event that the actual CAM costs are less than the estimated CAM costs and Tenant has paid all CAM costs installments, then Tenant shall be given a credit for such overpayment applicable to the next year's CAM charges. -5-

5.2 COMMON AREAS: The term "Common Areas" (as initially constructed or as the same may at any time thereafter be enlarged or reduced) shall mean all areas from time to time made available by Landlord for the common and joint use and benefit of Landlord, Tenant and other tenants and occupants of the Building, and their respective employees, agents, subtenants, licensees, customers and other invitees, which may include as applicable (but shall not be deemed a representation as to their availability) the sidewalks, parking areas, driveways, landscaped areas, hallways, stairways, lobbies, restrooms, courts, ramps, elevators, electrical, sanitary, sewer and waterlines and facilities, roof, foundation, and all other portions of the Premises and the Property which is not otherwise maintained by Tenant. The Landlord shall maintain and operate the Common Areas in a manner consistent with the maintenance and operation of similar office buildings within the community wherein the Premises are located Landlord grants Tenant and its agents and invitees a nonexclusive right to use, in common with others, the Common Areas during the Term. Tenant's use of the Common Areas is subject to whatever rules Landlord may establish from time to time. 5.3 COMMON AREA MAINTENANCE AND OPERATING EXPENSES: Common Area Maintenance and Operating Expense costs (referred to herein as "CAM") shall mean the cost of electrical and water/sewer service to the Building, including the Premises and other tenant premises. 5.4 CAPITAL IMPROVEMENTS: N/A 5.5 LIMITATION OF LANDLORD LIABILITY: Landlord shall have no liability to Tenant on account of any temporary failure, modification or interruption of any service to the Building or Premises which arises out of any act of God, which is required by applicable law or is otherwise beyond Landlord's reasonable control. 5.6 INSPECTION OF BOOKS: Tenant shall have the right, at Tenant's sole expense, upon reasonable prior notice to Landlord and no more often than once per year, to perform an audit of the CAM costs for the preceding calendar year as well as the calculations of Tenant's Proportionate Share thereof unless Landlord has provided Tenant with an audited statement of such expenses prepared by a certified public accountant. -6-

5.7 PRORATION: If this Lease shall commence on any day other than the first day of the month or terminate on a day other than the last day of the month, the amount of any additional rent payable by Tenant for the month in which this lease commences or terminates shall be prorated and payable in advance of that prorated period. 6. SECURITY DEPOSIT The Security Deposit specified in paragraph 1.14 shall be held by Landlord as security for the full and faithful performance by Tenant of each and every term, covenant and condition of this Lease on the part of Tenant to be observed and performed, and Landlord shall have no liability to pay interest thereon unless required by law. If any rent or Additional Rent herein reserved or any other sums payable by Tenant hereunder shall be overdue and unpaid or should Landlord make payments on behalf of Tenant, or should Tenant fail to perform any of the terms of this Lease, then Landlord may, at its option, and without prejudice to any other remedy which Landlord may have on account thereof, apply the Security Deposit or so much thereof as may be necessary to compensate Landlord toward the payment of the rents or other sums due from Tenant, or towards any loss, damage or expense sustained by Landlord resulting from such default on the part of Tenant; and in such event Tenant shall forthwith upon demand restore the Security Deposit to its original amount, and the sum required to so restore the Security Deposit shall be Additional Rent hereunder. In the event Tenant shall have fully and faithfully complied with all of the terms, covenants and conditions of this Lease, the Security Deposit shall be returned in full to Tenant within thirty (30) days following the end of the Term or earlier termination of this Lease. In the event that any bankruptcy, insolvency, reorganization or other creditor/debtor proceedings shall be instituted by or against Tenant or its successors or assigns, Landlord may apply the Security Deposit first to the payment of any rent, Additional Rent, and other amounts due Landlord hereunder, and the balance, if any, of the Security Deposit may be retained by Landlord in partial Liquidation of Landlord's damages. Landlord may deliver the Security Deposit to the purchaser of Landlord's interest in the Premises, in the event that such interest is sold, and Landlord shall thereupon be discharged from any further liability with respect to the Security Deposit. 7. ADDITIONS AND ALTERATIONS 7.1 ADDITIONS AND ALTERATIONS BY TENANT: No changes, alterations, improvements or additions shall be made to the Premises or any part thereof without first obtaining the written consent of the Landlord. All changes, alterations, additions and improvements made or placed in or upon the Premises by the Tenant and which by operation of law would become a part of the real estate, shall immediately upon being made or placed thereon become the property of the Landlord and shall remain upon and be surrendered with the Premises as a part thereof, at the termination by lapse of time or otherwise, of the Term herein granted provided, however, that, if Landlord so requests in writing not later than 30 days prior to the expiration of the Term, Tenant shall remove all or any part of the improvements it made to the Premises and repair any damage caused by the removal. Any such changes, alterations, improvements, or additions shall be done in a good and workmanlike manner, in conformity with any applicable governmental laws, ordinances and regulations and any criteria as set forth herein and with the prior written consent of the Landlord, not to be unreasonably withheld. -7-

7.2 EQUIPMENT AND TRADE FIXTURES: Tenant may install or affix to the Premises such equipment and trade fixtures as are reasonably necessary for the conduct of Tenant's business operations therein with Landlord's prior written consent; and, upon termination of this lease for any reason other than Tenants default, Tenant may remove the same provided that, after such removal, Tenant restores the Premises at Tenants expense to the same condition as existed prior to the installation of such equipment or fixtures. It is understood and agreed, however, that any floor and wall coverings or other appurtenances attached to the floor or any part of the Premises by Tenant shall at the termination of this lease or any renewal hereof, remain the property of Landlord and shall not be removed unless Landlord requests Tenant to remove the same. Tenant shall promptly pay and discharge and shall indemnify and hold landlord harmless of and from, all tangible personal property taxes and assessments now or hereafter taxed, assessed, imposed, or levied by any lawful authority against or upon any trade fixtures, equipment, or personal property located in the Premises during the Term of this lease. 7.3 NO LIENS: Landlord's interest in the Premises shall not be subject to liens for improvements made by Tenant. Tenant shall notify all contractors making Tenant improvements of this provision. a. Tenant agrees that it shall not enter into any contract for Tenant's Improvements unless the following language is included in such contract: "Notwithstanding anything herein contained to the contrary, the contractor acknowledges that (Tenant) holds only a leasehold interest in the property which is the subject of this contract. (Tenant) is not the agent of the owner of the property, and no lien resulting from work performed under this contract shall attach to the interest of such owner." b. Tenant agrees that it will not permit any worn to be commenced until such time as Tenant has provided Landlord with a fully executed copy of the construction contract evidencing incorporation of the aforesaid language. In addition, prior to commencement of the work, Tenant shall post the following notice in a conspicuous place on the leased premises, and shall assure that such notice is maintained throughout the entire course of construction: "NOTICE TO CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN AND LABORERS" -8-

Notice is hereby given that work on these premises is being performed for (Tenant). (Tenant) is not the agent of the owner of this property, and any lien rights shall in no event attach to the interest of the owner." c. If, for whatever reason, any mechanic's or other lien shall be filed against the premises, purporting to be for labor or material furnished or to be furnished at the request of Tenant, then Tenant shall, at its expense, cause such lien to be discharged of record by payment, bond or otherwise as allowed by law, within ten (10) days after the filing thereof. If Tenant shall fail to cause such lien to be discharged of record within such ten (10) day period, Landlord, in addition to any other rights and remedies, may, but shall not be obligated to, cause such lien to be discharged by payment, bond or otherwise, without investigation as to the validity thereof or as to any offsets or defenses thereto, and Tenant shall, upon demand, promptly within ten (10) days, reimburse Landlord for all amounts paid and costs incurred, including attorneys' fees and interest thereon at the maximum legal rate from the respective dates of Landlord's payments therefor, in having such lien discharged of record, and, further, Tenant also shall otherwise indemnify, protect, defend and save Landlord harmless from any claims, actions or damage resulting therefrom. d. The Landlord may require the Tenant and/or the Tenant's contractor to post or deposit a performance bond, a payment bond or other form of security to ensure the timely and full completion of any improvements to the Premises undertaken by Tenant, the removal of any construction or other liens and the timely and full payment of all costs and expenses thereof. e. The Tenant shall indemnify and hold the Landlord harmless against all claims, actions, judgments, damages, liabilities, payments, liens, costs and expenses, including, but not limited to actual attorney's fees, legal assistant fees and paralegal fees and costs that the Landlord may suffer or Incur and that result, directly or indirectly, from the design or construction of the Tenant's Improvements. f. Prior to commencement of the construction of any of the Tenant's improvements, the Tenant's general contractor shall secure Builders Risk Insurance (Fire with Extended Coverage and Vandalism Endorsement) on a Completed Value Form with Landlord and Tenant as named insureds, in an amount not less than 100% of the value of the work. 8. PERMITTED USE 8.1 PERMITTED USES: The Premises shall be used only for the Permitted Use and for no other purpose. The Tenant, shall, at its own cost and expense, obtain any and all licenses and permits necessary for such use. The Tenant shall comply with all governmental laws, ordinances and regulations applicable from time to time to its use of the Premises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances in or upon, or connected with the Premises, all at the Tenant's sole expense. -9-

8.2 USES NOT PERMITTED: Notwithstanding anything herein to the contrary, Tenant shall not use the Premises, nor permit the Premises to be used, for any of the following purposes: retail securities brokerage; or a banking, trust company or savings and loan business. The Tenant shall comply with the Building Rules and Regulations attached as Exhibit B which are incorporated herein and shall not do, suffer or permit anything to be done in, on or about the Premises or the Property, nor bring, nor keep anything therein which will in any way affect fire or other insurance upon the Building or any of its contents or which will in anyway conflict with any law, ordinance, rule or regulation now or hereafter in force or effect relating to the occupancy and use of the Premises or the Property. Tenant shall not in any way obstruct or interfere with the rights of other tenants or users of the Property, or injure or annoy them, nor use, nor allow the Premises or the Building to be used for any improper, immoral, unlawful or objectionable purpose. 8.3 MACHINERY OPERATION: The Tenant will not, without the written consent of the Landlord, use any apparatus, machinery, equipment or devices in, on or about the Premises which may cause, alone or in the aggregate, any excessive noise or may set up any excessive vibration or excessive floor loads or which in any way would increase the normal amount of electricity agreed to be furnished or supplied under this Lease, or as specified in the Building Standards Criteria, and further, the Tenant shall not connect with water any apparatus, machinery, equipment or device without the prior written consent of the Landlord. The Tenant shall, at the Tenants sole cost and expense, comply with all requirements of municipal, state and federal authorities now or hereafter in force, pertaining to said Premises, and shall faithfully observe in the use of said Premises and Property such laws, ordinances, regulations and other requirements now or hereafter in force and effect 8.4 CHANGE IN LAW: Any change in law or otherwise which may make Tenant's use of the Premises impracticable or impossible shall not affect Tenant's obligations under this Lease 9. UTILITIES 9.1 GENERAL: Subject to Tenant's obligation to pay its Proportionate Share of CAM expenses and perform Tenant's other obligations, the Landlord agrees to furnish in connection with the Premises: electricity for lights and other usual and ordinary office purposes (commensurate with the Landlord's electrical system and wiring in the Building of which the Premises are a part, supplying approximately 120 volts) and for heat and air conditioning, subject to government authority regulations from time to time in effect, during normal business hours; (8 A.M. to 6 P.M. Monday through Friday, except holidays and from 8 A.M. to 1 P.M. on Saturdays); janitorial services In the Common Areas as specified in the Building Standards Criteria; and provide for use in common with Landlord and other tenants of the elevators and other like facilities of the Building. Landlord reserves the right to establish special charges to be paid by Tenant for additional non-standard services provided. -10-

9.2 ELECTRICAL SERVICE: If, in Landlord's reasonable judgment, Tenant is using electrical service in a disproportionate amount, for example, because of high electricity consumption installations (other than the types and quantities of equipment normally used in general office settings) or because of use during nonbusiness hours, Landlord shall directly charge Tenant for such excess use and exclude those charges from CAM. 9.3 NO LANDLORD LIABILITY: The Landlord shall not be liable for the failure to furnish any of the items or services herein mentioned when such failure is caused by or results from accidents, conditions or matters beyond the reasonable ability of the Landlord to control, or caused by or resulting from lack of utility services, breakdown of mechanical equipment, repairs, labor disturbances, or labor disputes of any character, whether resulting from or caused by acts of the Landlord or otherwise, nor shall the Landlord be liable under any circumstances for loss of or injury to property or persons, however occurring, through or in connection with or incidental to the furnishing of any such items or services, nor shall any such failure relieve the Tenant from the duty to pay the full amount of rent and other amounts herein provided to be paid by the Tenant, or constitute or be construed as a constructive or other eviction of the Tenant. 10. INDEMNIFICATION; INSURANCE 10.1 INDEMNIFICATION BY TENANT: Tenant does hereby indemnify and agree to hold Landlord and Landlord's agents, contractors, licensees, employees, directors, officers, partners, trustees and invitees (collectively, "Landlord's Agents") harmless from and against any and all damages, claims, losses, demands, costs, expenses (including actual attorneys' fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual, for bodily injury or property damage which Landlord may suffer or incur arising out of or in connection with this Lease, or Tenant's business, or any activity, work or things done, permitted or suffered by Tenant or Tenant's agents, contractors, licensees, employees, directors, officers, partners, guests and invitees (collectively, "Tenant's Agents") in or about the Premises or the Property, Tenant's or Tenant's Agents' nonobservance or non performance of any statute, law, ordinance, rule or regulation, any negligence of the Tenant or Tenant's Agents, or any other event on the Premises, whatever the cause. Tenant's indemnification does not extend to liability for damages resulting from the sole or gross negligence of Landlord or for Landlord's intentional misconduct. Tenant further agrees that if, in case of any claim, demand, action or cause of action, threatened or actual, against Landlord, as a result of action or inaction by Tenant or Tenant's Agents, and Tenant does not provide a defense against any and all such claims, demands, actions or causes of action threatened or actual, the Tenant will, in addition to the above, pay Landlord the actual attorney's fees, other legal expenses and costs incurred by Landlord in providing or preparing such defense, and Tenant agrees to cooperate with Landlord in such defense, including, but not limited to, the providing of affidavits and testimony upon request of Landlord. -11-

10.2 INSURANCE: a. Tenant shall, at Tenant's expense, obtain and keep in force during the term of this Lease a policy of commercial general liability insurance insuring Landlord and Tenant against any liability arising out of Tenant's use, occupancy or maintenance of the Premises and all Common Areas with a combined single limit per occurrence of $1,000,000 exclusive of defense costs and any deductible or self-insured retention, or such other limits as Landlord may from time to time reasonably require. The limit of such insurance shall not, however, limit the liability of the Tenant hereunder. If Tenant shall fail to procure and maintain such insurance, Landlord may, but shall not be required to, procure and maintain same, but at the expense of Tenant. b. Tenant shall maintain a policy of insurance against risk of loss from any cause whatsoever to all of its personal property upon the Premises, to the full extent of replacement cost, which policy of insurance shall contain a standard waiver of subrogation clause or endorsement. Upon request, Tenant shall provide evidence of its insurance coverage. c. All insurance required hereunder shall be with companies approved by Landlord, which approval shall not be unreasonably withheld. Tenant shall deliver to Landlord, prior to occupancy of the Premises, copies of any policy of liability insurance required herein or certificates evidencing the existence and amounts of such insurance with Landlord named as an additional insured, and thereafter shall deliver any replacement policies to Landlord prior to expiration of the current policy. No policy shall be cancelable or subject to reduction of coverage except after 30 days prior written notice to Landlord. If any policy that Tenant is required to maintain is written on a claimsmade Insurance form, each policy must have a retroactive date that is not later than the Commencement Date. Furthermore, if insurance coverage is written on a claims-made basis, Tenant's obligation to provide insurance will be extended for an additional period equal to the statute of limitations for such claims plus one year. Insurance may be provided in the form of blanket insurance policies covering properties in addition to the Premises or entities in addition to Tenant. All blanket policies must provide that the overall aggregate limit of liability that applies to Landlord or the Premises is independent from any overall or annual aggregate that applies to other entities or properties. -12-

10.3 ASSUMPTION OF RISK: Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against Landlord. Landlord and Landlord's Agents shall not be liable for any damage to property entrusted to Landlord or Landlord's Agents, from any cause whatsoever, unless caused by or due to the gross negligence of Landlord or Landlord's Agents or Employees. Landlord and Landlord's Agents shall not be liable for any latent defect in the Premises or in the Building. 10.4 NOTICE TO LANDLORD: Tenant shall give prompt notice to Landlord in case of fire or accidents, or needed repair in the Premises or, if known by the Tenant, in other parts of the Building. 10.5 CHATTEL PLEDGE: Tenant hereby pledges and assigns the Landlord all furniture and fixtures, goods and chattels of the Tenant, which may be brought or put on the Premises, as security for the payment of Rent herein reserved, and agrees that the Landlord's lien for the payment of Rent may be enforced by distress, foreclosure or otherwise, at the option of the Landlord, and Tenant agrees that such lien is granted to the Landlord and vested in Landlord, and the Tenant further agrees that in case of the failure of Tenant to pay the Rent herein when the same shall become due, and it becomes necessary for the Landlord to collect Rent by suit or through an attorney, or should Landlord employ an attorney because of the breach of any of the terms, covenants or agreements contained in this lease, the Tenant will pay the Landlord its actual attorney's fee together with all costs and charges incurred by, through or in connection with such collection or in any other suit or action or appeal which may be brought in any court because of a breach of any terms, covenants or agreements contained in this Lease. 10.6 MUTUAL WAIVER OF SUBROGATION: Landlord and Tenant hereby mutually release and waive their respective rights of recovery and subrogation against each other for any loss insured by fire, extended coverage and other property insurance policies existing for the benefit of the respective parties to the extent such waiver is permitted by such policies or insurance carriers. If either party fails to obtain insurance required hereunder, it bears the full risk of its own loss. 11. ASSIGNMENT OR SUBLETTING 11.1 TENANT: The Tenant shall not sell, assign, transfer, mortgage, hypothecate or otherwise encumber this Lease or the leasehold interest granted hereby, or any other interest therein, or permit the use of the Premises or any part thereof by any person or persons other than the Tenant and Tenant's Agents and business invitees, or sublet the Premises, or any part thereof, without the prior written consent of the Landlord in Landlord's sole discretion in each such case. Notwithstanding any such assignment, mortgage, hypothecation, encumbrance or subletting, the Tenant shall at all times remain fully responsible and liable for the payment of the rent and Additional Rent and (or compliance with all of the obligations -13-

of the Tenant under the terms, provisions and covenants of this Lease. If Tenant is a corporation, unincorporated association, trust or general or limited partnership, the sale, new issue, assignment, transfer or hypothecation of any stock or other ownership interest of such entity which from time to time in the aggregate exceeds twenty-five percent (25%) of such interest shall be deemed an assignment subject to the provisions of this Section 11.1. If Tenant subleases or assigns any portion of the Premises and whether or not such sublease or assignment was consented to, and the rental exceeds the amount of rent due hereunder, Tenant shall pay to Landlord one-half (1/2) of all such excess rent as Additional Rent. In no event shall Tenant be permitted to sublease or assign any portion of the Premises at a rental amount less than the amount due under the terms of this Lease. Any act described in this Section 11.1 which is done without the consent of the Landlord shall be null and void and shall be an Event of Default. 11.2 LANDLORD: Landlord shall have the right to sell, transfer or assign any of its rights and obligations under this Lease. 12. SIGNS; ADVERTISING The Tenant shall not place or maintain or permit to be placed or maintained any signs or advertising of any kind whatsoever on the exterior of the Building (except as may be expressly provided for herein), or on any exterior windows in the Building, or elsewhere within the Premises so as to be visible from the public hallways or other public areas of the Building except such numerals and lettering on doorways as may be approved and permitted by the Landlord. 13. MAINTENANCE OF INTERIOR OF PREMISES The Tenant shall take good care of the Premises and shall, at the Tenant's own cost and expense, keep them in good and sanitary condition and repair and shall promptly make all repairs to the same to the satisfaction of the Landlord, and at the end, or earlier termination, of the Term, shall deliver the Premises to Landlord in the same condition as received, wear and tear by ordinary use thereof, fire and other casually excepted. Landlord may, but shall not be obligated to, make any repairs which are not promptly made by Tenant and charge Tenant for the cost thereof as Additional Rent. 14. DAMAGE OR DESTRUCTION If the Building is damaged by fire or other peril not caused in whole or in part by Tenant, to the extent that the entire Premises are rendered untenantable and cannot be reasonably rendered in as good a condition as existed prior to the damage within ninety (90) days from the date that Landlord secures permits for the reconstruction of the Premises, the Term of this Lease may be terminated by the Landlord or the Tenant by giving written notice to the other party; but if such damage is not such as to permit termination of the Lease as above provided, then if such damage is not caused by Tenant or Tenants Agents, employees, or invitees, a proportionate reduction shall be made in the rent corresponding to the time during which and to the portions of the Premises of which the Tenant shall hereby be deprived of -14-

possession. Landlord shall use commercially reasonable efforts to secure the requisite permits and governmental approvals to reconstruct the Premises in a timely manner. If Landlord is unable to secure the requisite permits and governmental approvals within six (6) months of the date of the damage, then either Landlord or Tenant may elect to terminate this Lease by giving written notice to the other party. The Tenant agrees that Landlord shall not be responsible or liable for any loss due to business interruption occasioned by such fire, casually or other cause which renders the Premises untenantable nor shall Landlord be liable for any damage to Tenants property or persons. Tenant may not terminate this Lease on account of any damage caused by Tenant or Tenant's agents, employees, guests or invitees. 15. DEFAULT The following shall constitute "Events of Default" and in any such events, Tenant shall be deemed to be in default under the terms of this Lease and shall be subject to Landlord's remedies as set forth herein: a. Tenants failure to pay, when due, any rent or other payments due hereunder, including without limitation Additional Rent, taxes and sales tax or any other payment due Landlord under any other agreement or contract between Landlord and Tenant; or b. Tenant's abandoning or vacating of the Premises without prior written consent of Landlord, it being agreed that non-occupation of the Premises for a period often (10) consecutive days, without written consent of Landlord, shall be conclusively deemed an abandonment, notwithstanding anything contained in Florida Statute Chapter 83 to the contrary; or c. Tenant's voluntarily petitioning for relief under or otherwise seeking the benefit of any bankruptcy, reorganization or insolvency law; or d. A receiver or trustee being appointed for Tenant or its property; or e. The filing of an involuntary bankruptcy, arrangement, or reorganization petition against Tenant; or f. Tenants making an assignment for the benefit of creditors; or g. Any of the goods, chattels, rights, credits, or effects of Tenant used in or incident to the occupation of the Premises being seized, sequestered, or impounded by virtue of or under the authority of any legal proceedings; or h. Tenant's interest under this Lease being sold under execution or other legal process; or i. Any act or omission of Tenant which results in the filing of a lien against the Premises; or -15-

j. Any transfer, assignment, subletting or encumbering of Tenant's interest under this Lease or the Premises, by operation of law or otherwise without the prior written consent of Landlord, which consent shall be in the sole and absolute discretion of Landlord; or k. Tenant's continued default in the performance or observance of any of the other covenants or agreements contained in this Lease and not specifically set forth above for a period often (10) days after the date of mailing written notice thereof by Landlord to Tenant l. Tenant's repeated violation of any covenant or agreement contained in this Lease. "Repeated Violation" shall mean violating any covenant or agreement for which written notice of violation was given by Landlord on more than two (2) occasions within a twelve (12) month period 16. REMEDIES Landlord may, at its option, in addition to all other remedies provided by law, exercise anyone or more of the following remedies which are not mutually exclusive and are consistent with the laws of the State of Florida: 16.1 ACCELERATION: Declare the entire remaining unpaid rent (whether monthly, Additional Rent or otherwise) for the balance of the term of this Lease immediately due and payable and take action to recover and collect the same either by distress or otherwise, and/or, 16.2 TERMINATION OF POSSESSION: Terminate Tenant's right to possession under this Lease and re-enter and take possession of the Premises, and relet or attempt to relet the Premises, or any part thereof, on behalf of and as the agent of Tenant, at such rental and under such terms and conditions as Landlord may, in the exercise of Landlord's sole and absolute discretion, deem best under the circumstances for the purpose of reducing Tenant's liability, and Landlord shall not be deemed to have thereby accepted a surrender of the Premises, and Tenant shall remain liable for all Rent, Additional Rent and all other sums due under this Lease and for all damages suffered by Landlord because of Tenant's breach of any of the covenants of this Lease. Landlord shall apply any rent received from such reletting first to the expenses of Landlord, if any, incurred by re-entering and placing the Premises in condition for reletting, and then to the payment of Rent due hereunder and other obligations of Tenant to Landlord arising under this Lease. In the event Landlord is successful in reletting the Premises at a rental rate in excess of that agreed to be paid by Tenant, Tenant shall not be entitled, under any circumstances, to such excess rent, and Tenant does hereby waive any claim to such excess rent. At any time during such repossession or reletting, Landlord may, by delivering written notice to Tenant, elect to exercise its option under the following subparagraph to accept a surrender of the Premises, terminate and cancel this Lease, and retake possession and occupancy of the Premises -16-

16.3 TERMINATION AND POSSESSION: Declare this Lease terminated, whereupon the Term herein granted and all right, title, and interest of Tenant in and to the Premises shall end. Such termination shall be without prejudice to Landlord's right to enforce the collection of any Rent, Additional Rent or other amounts due or accrued at the termination thereof, and for such time as shall be required to evict Tenant, together with all other damages suffered by Landlord as a result of Tenant's default. Upon such termination Landlord shall have the right to immediately re-enter the Premises and take possession thereof, and Tenant shall thereupon be deemed to have surrendered the Premises to Landlord. 16.4 TENANT'S ACCOUNT: Landlord may pay or perform any obligation of Tenant for Tenant's account, without prejudice to any other right or remedy of Landlord. All damages, costs and expenses so incurred by Landlord, including any interest, penalties and actual attorneys' fees, shall be due and payable to Landlord on demand. 16.5 LANDLORD'S LIEN: Enforce by any means available by law or in equity, a Landlord's lien upon any or all of Tenants equipment, furnishings, furniture trade fixtures, inventory, and other personal property of Tenant situated on, affixed to, or kept on the Premises. Tenant hereby grants Landlord an express Landlord's lien upon all such property and in furtherance thereof, Tenant agrees to execute and record such UCC-1 financing statements as Landlord may deem necessary to perfect its Landlord's lien. 16.6 TRIAL WAIVER: THE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN ANYWAY CONNECTED WITH, THIS LEASE, THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE. Tenant hereby consents to the jurisdiction of any state court whose jurisdiction includes the county in which the Premises are located 16.7 SERVICE ADDRESS: In the event of any action or proceeding arising from this Lease or any other agreement to which Landlord and Tenant are a party, Tenant hereby stipulates that service of process upon Tenant shall be effective at the following address: Sargon Capital, Inc. 2033 Main Street, Suite 400 Sarasota, FL 34237 Tenant covenants that it shall, within five (5) days of change, notify Landlord of any new address for service of process. In the event that the foregoing address shall conflict with or otherwise be different from any address designating a registered agent with the Secretary of State of the State of Florida, then Landlord, at Landlord's election, may elect to serve Tenant utilizing either address. -17-

16.8 CUMULATIVE REMEDIES: The remedies of Landlord herein are cumulative and the election to proceed by forfeiture or surrender or otherwise shall not preclude the exercise of any other remedies herein described or otherwise provided by statute or general law, including at law or in equity, at the same time or in subsequent times or actions. 17. LANDLORD'S RIGHT OF ENTRY The Tenant agrees that the Landlord, its agents and employees may enter the Premises at any hour to protect the same against the elements, accidents, or to effect repairs or replacements, and at any reasonable hour for the purpose of examining the same, showing the same to prospective purchasers or tenants, or for any other reasonable purpose. 18. NOTICES Any bill, statement, notice or communication which the Landlord may desire or be required to give to Tenant shall be deemed sufficiently given and rendered if, in writing, personally delivered or sent by first class mail, postage prepaid, certified return receipt requested or by recognized overnight carrier addressed to the Tenant, at the address set forth in paragraph 1.16 (or such different address as Tenant may notify Landlord), and the time of the rendition of such bill, statement, or notice shall be deemed to be the time when the same is mailed or sent by overnight carrier to the Tenant, or delivered as herein provided. Any notice to Landlord shall be in writing, addressed to Landlord at Landlord's Address (or such different address as Landlord may notify Tenant) and shall be sent first class mail, postage prepaid, certified return receipt requested or by recognized overnight carrier and the time of the rendition of such bill, statement, or notice shall be deemed to be the time when the same is mailed or sent overnight carrier to the Landlord. 19. TAXES ON TENANT'S PERSONAL PROPERTY AND TAXES ASSESSED AGAINST RENTALS 19.1 PERSONAL PROPERTY TAXES: The Tenant shall pay promptly when due any and all taxes and assessments that may be levied or assessed against Tenant's personal property located in, on or about the Premises and will cause such personal property to be assessed directly to the Tenant. If for any reason such personal property cannot, or is not assessed separately and is included with the Landlord's real or personal property tax assessments, the Tenant will upon demand pay to the Landlord the amount of taxes levied or assessed against the personal property, using for such purpose the valuation and rate of tax placed thereon by the taxing authority, if the same can be determined and if not, using a reasonable valuation. 19.2 SALES TAX: In addition to the rent provided for above, the Tenant shall pay to the Landlord, promptly as and when due, all sales, use or excise taxes, levied, assessed or payable on or on account of the leasing or renting provided for hereunder, or on account for the rent payable hereunder. -18-

20. ATTORNEY'S FEES AND COSTS OF COLLECTION The Tenant shall promptly pay to the Landlord all actual costs and expenses of enforcement of this Lease and of collection, including appeals, including without limitation attorneys' fees, paralegal fees, and costs, with respect to any part of said Rent and other charges and sums of money herein reserved or required by the Tenant to be paid and met, which may be sustained or incurred by the Landlord after the date the same, or any portion thereof, becomes due; and the Tenant further agrees to pay all costs and expenses, including attorneys' fees and paralegal fees, (prior to suit, during suit, and on appeal, if applicable), which may be sustained or incurred by the Landlord in or about the enforcement or declaration of any of the rights or remedies of the Landlord or obligations of the Tenant, whether arising under this Lease or granted, permitted or imposed by law or otherwise. 21. PRIOR AGREEMENTS This Lease supersedes and revokes any and all prior written agreements between the parties relating to the Premises, and all oral agreements between the parties relating to the Premises are hereby merged into this Lease; and no amendment, modification or variation of this Lease or of any terms or provisions of this Lease, shall be effectual, binding or valid unless and until the same is reduced to writing and signed by the party to be charged thereby. No notice, request or demand in this Lease provided for may be waived except by written waiver thereof signed by the party waiving the same. Submission of this Lease to or by Tenant shall not create any rights in favor of Tenant until this Lease has been executed by both Landlord and Tenant. 22. FLOOR PLANS Any floor plan or other plan, drawing or sketch which is attached to or made part of this Lease is used solely for the purpose of a reasonable approximate identification and location of the demised Premises, and any markings, measurements, dimensions or notes of any kind contained therein (other than the outline of the Premises as an approximate identification and location thereof) have no bearing with respect to the terms and conditions of this Lease. The design, layout, materials, structure or other aspects of the Building and Property may be altered hereafter without affecting Tenants obligations hereunder. 23. NO AUTOMATIC RENEWAL There shall be no extension or automatic renewal of the terms of this Lease unless otherwise agreed in writing by the parties hereto. Tenant shall have no right to hold over, but if Tenant does so with Landlord's written consent, the holdover shall be a tenancy from month-to-month terminable at will by either Landlord or Tenant, and monthly Rent shall be five (5) percent higher than the amount due in the last month preceding the holdover period (unless Landlord specifies a higher or lower rent in the written consent). If Tenant holds over without Landlord's written consent, then Tenant shall be a tenant-at sufferance. Tenant shall pay by the first day of each month during the holdover period twice the amount of Monthly Rent due in the last full month immediately preceding the holdover period and shall be liable for any damages suffered by Landlord because of Tenant's holdover. Landlord shall also retain its remedies if Tenant holds over without written consent. -19-

24. CONDITIONS OF PREMISES; NO WARRANTIES Except as otherwise expressly provided in this Lease, the Premises is leased in "as is" condition without any modification or fit out required of the Landlord Tenant acknowledges that neither Landlord nor any agent or employee of Landlord has made any representation or warranty with respect to the Premises, the Building or the Property or with respect to the suitability of the Premises for Tenant's intended use unless such are expressly set forth in this Lease. Tenant further acknowledges that no representations or warranties as to the state of construction or repair of the Premises, nor promises to alter, remodel, improve, repair decorate or paint the Premises, have been made by Landlord. 25. TERMS, HEADINGS AND JURISDICTION As used herein the singular shall include the plural, the plural shall include the singular, and each gender shall include the other where the context shall so require. The headings in this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. This Lease shall be governed by the laws of the State of Florida. 26. CONDEMNATION In the event the whole or any part of the Building of which the Premises are a part, other than a part not interfering with the maintenance or operation thereof shall be taken or condemned for any public or quasi-public use or purpose, the Landlord may, at its option, terminate this Lease from the time title to or right to possession shall vest in or be taken for such public or quasi-public use or purpose. The Landlord shall be entitled to any and all income, rent, awards or any interest therein whatsoever which may be paid or made in connection with the condemnation or threat of condemnation of all or any part of the Building. 27. SUBORDINATION TO MORTGAGES This Lease is hereby made expressly subject and subordinate at all times to any and all mortgages, deeds of trust, ground or underlying leases affecting the Premises which have been executed and delivered or which will hereafter be executed and delivered and any and all extensions and renewals thereof and substitutions therefor and to any and all advances made or to be made under or upon said mortgages, deeds of trust, ground or underlying leases. Tenant agrees to execute any instrument or instruments which the Landlord may deem necessary or desirable to effect the subordination of this lease to any or all such mortgages, deeds of trust, ground or underlying leases within 10 days of Landlord's request. In the event that the Tenant shall refuse, after 10 days following Landlord's request, to execute such instrument or instruments which the Landlord may deem necessary or desirable to effect the subordination of the Lease to any or all such mortgages, deeds of trust, ground or underlying leases, the Landlord may, in addition to any right or remedy accruing hereunder, terminate this Lease without incurring any liability whatsoever and the estate hereby granted is expressly limited accordingly. The Tenant hereby agrees to attorn to any future owner of the Landlord's interest in the Premises under this Lease, whether such occurs by reason of the dispossession of the Landlord or otherwise, and such shall not constitute a default by Landlord hereunder. -20-

28. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS 28.1 Within ten (10) days after request of Landlord, Tenant shall deliver to Landlord a duly executed certificate stating the Termination Date, the Monthly Rent and Additional Rent, the amount of any prepaid rent and security deposit, the fact that this Lease is in full force and effect, the fact that this Lease is unmodified (or if modified, the date of the modification), and the fact that Landlord is not in default (or if a default exists, the nature thereof). Failure to timely deliver same shall constitute a default under the terms of this Lease. Such certificate may be relied on by Landlord, prospective lenders or prospective purchasers. 28.2 During the Term of this Lease and any extensions thereto, Tenant (and Tenants Guarantor) shall produce current financial statements as requested by Landlord, any prospective purchaser or lender or any lender of record within thirty (30) days of written notification from Landlord, together with an opinion of an independent certified public accountant of recognized standing to the effect that such financial statements have been prepared in conformity with generally accepted accounting methods consistently applied and fairly present the financial condition and results of operations of Tenant as of and for the periods covered. Landlord agrees to limit any such requests for the production of internal financial statements from the Tenant to a maximum of one request in each twelve month period of the Lease Term. Tenant acknowledges that this provision is a material element of the Lease without which Landlord would not have entered into this Lease. If Tenant (or Tenant's Guarantor) is a company which is required to make periodic reports to the Securities and Exchange Commission, a copy of Tenant's (or Tenant's Guarantor) most recent publicly disclosed financial statement shall be sufficient for purposes of this Lease. 29. QUIET ENJOYMENT Landlord agrees that Tenant, upon paying the Monthly Rent, all Additional Rent, and all other sums and charges then due and upon performing the covenants and conditions of this Lease to be performed by the Tenant, may enjoy peaceful and quiet possession of the Premises during the Term. -21-

30. PARKING SPACES Tenant shall be entitled to such parking spaces located in the attached parking garage as are provided for in Section 1.20. 31. LANDLORD'S RIGHT TO ALTER COMMON AREAS Without abatement or diminution in rent, Landlord reserves and shall have the right to change the street address and/or the name of the Building and/or the arrangement and/or location of entrances, passageways, doors, doorways, corridors, elevators, stairs, or other Common Areas of the Building or the complex without liability to Tenant. 32. EXCULPATION Notwithstanding anything to the contrary set forth in this Lease, it is specifically understood and agreed by Tenant that there shall be absolutely no personal liability on the part of Landlord, or Landlord's successors or assigns with respect to any of the terms, covenants and conditions of this Lease, and Tenant shall look solely to the equity of the current or future owner in the Property for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord. This exculpation of personal liability is absolute and without any exception whatsoever. The covenants and obligations contained in this Lease on the part of Landlord shall be binding on the Landlord, its successors and assigns only during and in respect to their respective successive periods of ownership. 33. SUCCESSORS AND ASSIGNS Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. 34. BUILDOUT ALLOWANCE N/A 35. REAL ESTATE COMMISSIONS Tenant states affirmatively that it has not had dealings of any nature with any real estate broker or salesperson with respect to this Lease other than _________ N/A ______________, for whose commission _______ N/A __________ is solely responsible. Tenant agrees to hold Landlord harmless and indemnify Landlord from and against any claim for commission, fees, or expenses of any other party, including but not limited to, any real estate brokers or salespersons in regard to the obtaining of the Lease. Landlord shall not be responsible for any claims for commission, fees or other expenses of any broker or salesperson in connection with Tenant's exercise of any option to renew or extend this Lease, unless Landlord has otherwise agreed in writing. -22-

36. RADON AND HAZARDOUS WASTE 36.1 RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT IS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY HEALTH DEPARTMENT. THE FOREGOING NOTICE IS PROVIDED PURSUANT TO SS. 404.056(6), FLORIDA STATUTES (2001), WHICH REQUIRES THAT SUCH NOTICE BE INCLUDED IN CERTAIN REAL ESTATE DOCUMENTS. 36.2 Tenant shall not place in nor store on or about the Premises or Building nor discharge, emit, dispose or release from on or about the Premises or Building, nor allow to be placed onto, stored on or about, or be discharged, emitted, disposed or released from on or about the Premises or Building, any pollutants, hazardous substances or hazardous waste; (as defined by and/or as prohibited by any common law or any federal, state or local statute, regulation, ordinance or other regulatory requirement including without limitation, any so-called "Superfund" or "Super Lien" legislation, relating to the presence of hazardous waste on, in or about the Premises) and shall indemnify and hold Landlord harmless from and against any and all expense, damage, loss or liability incurred by Landlord as a result of Tenants breach of this covenant, including, without limitation, any response costs, cleanup costs, environmental investigation and/or feasibility costs, and any and all fines or penalties imposed as a result thereof. Tenant further agrees that, upon request, it shall furnish Landlord with such estoppel or other written information as Landlord may reasonably request with regard to Tenant's compliance with this representation and Tenant acknowledges that the covenants in this Section comprise a material inducement for Landlord to enter into this Lease without which Landlord would not have done so. 37. COMPLIANCE WITH LAWS INCLUDING THE AMERICANS WITH DISABILITIES ACT The Tenant, at Tenant's sole cost and expense, shall comply with the requirements of all municipal, state and federal authorities now or hereafter in force, pertaining to the Premises, and shall faithfully observe in the use of the Premises and Common Areas all municipal ordinances and regulations and state and federal statutes and regulations now or hereafter in force and effect, including but not limited to The Americans With Disabilities Act, 28 CFR Part 36. Such compliance shall be at the expense of the Tenant. 38. BUILDING RULES AND REGULATIONS Tenant agrees that it shall at all times abide with the Building Rules and Regulations attached hereto as "Exhibit B" as they may be modified by Landlord from time to time. -23-

39. PERFORMANCE TIME IS OF THE ESSENCE OF THIS LEASE. 40. SHORT FORM OF LEASE This Lease shall not be recorded. However, the Landlord may record a Short Form of this Lease, the form of which is attached hereto as Exhibit C. 41. RIGHT TO RELOCATE TENANT Landlord reserves the right to relocate any Tenant whose Premises is less than 3,000 square feet of rentable area during the term of this Lease or any renewal thereof, to similar quality office space within the Building; if Landlord shall exercise this right to relocate Tenant, then any and all costs incident to said relocation shall be the responsibility of the Tenant. Landlord shall provide Tenant at least sixty (60) days written notice of Landlord's intention to relocate the Premises; the physical relocation shall take place on a weekend and shall be completely accomplished before Monday following the weekend in which the relocation takes place. If the relocated Premises are smaller than the original Premises as they existed before the relocation, the annual base rent shall be reduced pro rata. -24-

IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease as of the day and year first above written.
WITNESS: Landlord: CENTERPOINTE PROPERTY, LLC, as agent for PMW Hospitality and RFW Hospitality LLC ----------------------------------------------------

/s/ Robert Hillier By: /s/ Don Wilson ----------------------------------------------------------------------------------------------Robert Hillier Print Name: Don Wilson Its: Manager

WITNESS:

Tenant:

National Health Care, Inc. ----------------------------------------------------

/s/ Robert Hillier By: /s/ David Daniels ---------------------------------------------------------------------------------------------Robert Hillier Print Name: David Daniels ----------------------------------Its: CEO ------------------------------------------

-25-

Omitted Exhibits The following exhibits to the Commercial Office Lease have been omitted:
Exhibit ------A B C D E Exhibit Description -------------------Floor Plan of Premises Building Rules and Regulations Short Form Lease Buildout Allowance Landlord's Work

The Company agrees to furnish supplementally a copy of the foregoing omitted exhibits to the Securities and Exchange Commission upon request.

EXHIBIT 10.14 [FORM OF SECURITIES PURCHASE AGREEMENT] SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated [_____________], [_____], is entered into by and between NATIONAL HEALTH PARTNERS, INC., an Indiana corporation (the "Company"), and the purchaser or purchasers identified on the signature page hereof ("Purchaser"). R E C I T A L S: WHEREAS, Purchaser desires to purchase, and the Company desires to sell, shares of the Company's common stock on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises hereof and the agreements set forth herein below, the parties hereto hereby agree as follows: 1. The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up to [__________] shares ("Shares") of common stock, $.001 par value per share ("Common Stock"), Class A Warrants ("Class A Warrants") to acquire up to [__________] shares of Common Stock, and Class B Warrants ("Class B Warrants"; together with the Class A Warrants, the "Warrants") to acquire up to [__________] shares of Common Stock. The Shares and Warrants will be sold in units ("Units") comprised of [_______] ([__]) shares of Common Stock, [_______] ([__]) Class A Warrant, and [________] ([__]) Class B Warrant. A maximum of [__________] Units are being offered hereby. The Units are being sold on a reasonable "best efforts" basis at a purchase price of $[_______] per Unit pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D thereunder. The Units are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period commencing [__________], and terminating at the sole discretion of the Company. The terms of the Class A Warrants are set forth in the Form of Class A Warrant, attached hereto and made a part hereof as Exhibit A (the "Class A Warrant Certificate"). The terms of the Class B Warrants are set forth in the Form of Class B Warrant, attached hereto and made a part hereof as Exhibit B (the "Class B Warrant Certificate"; together with the Class A Warrant Certificate, the "Warrant Certificates"). The Shares, Warrants and shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the "Securities." (b) Use of Proceeds. Assuming all of the Units in the Offering are sold, the net proceeds to the Company will be approximately $[__________] (after deducting offering expenses payable by the Company estimated at $[__________]). The Company intends to use the net proceeds for general working capital purposes and other general corporate purposes.

2. Sale and Purchase of Units. (a) Sale and Purchase of Units. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser agrees to purchase, the number of Units specified on the signature page of this Agreement at a purchase price of $[_______] per Unit. The aggregate purchase price for the Units shall be as set forth on the signature page hereto (the "Purchase Price") and shall be payable upon execution hereof by check or wire transfer of immediately available funds. (b) Subscription Procedure. In order to purchase Units, Purchaser shall deliver to the Company, at its principal executive office identified in Section 15 hereof: (i) one completed and duly executed copy of this Agreement; and (ii) immediately available funds in an amount equal to the Purchase Price. Execution and delivery of this Agreement shall constitute an irrevocable subscription for that number of Units set forth on the signature page hereto. Payment for the Units may be made by wire transfer to: [___________________] [___________________] [___________________] [___________________] [___________________] or by check made payable to "National Health Partners, Inc." The minimum purchase that may be made by a Purchaser is [________] Units for a purchase price of $[________], although the Company may, in its sole discretion, accept Agreements for a lesser number of Units. This Agreement may be rejected by the Company, in whole or in part, in its sole discretion, in which event the Purchase Price will be returned by mail to Purchaser within ten (10) business days thereafter. Unless the Offering is otherwise terminated by the Company, as soon as possible after the receipt and acceptance by the Company of this Agreement and collection of the funds paid for the Units, the Company will issue certificates for the Shares to Purchaser, together with a copy of Purchaser's executed Agreement countersigned by the Company. (c) Closing. (i) Closing Date. The closing of the transactions (the "Closing") shall take place at such time, on such date and in such manner as the parties may agree. (ii) Closing Transactions. At the Closing, the Company shall execute and deliver to Purchaser a certificate representing the number of Shares underlying the number of Units specified on the signature page of this Agreement, against payment of the Purchase Price specified on the signature page of this Agreement by wire transfer or check payable to the Company. 3. Representations and Warranties of Purchaser. Purchaser represents and warrants to the Company as follows: 2

(a) Organization and Qualification. (i) If Purchaser is an entity, Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate or other entity power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect on Purchaser, and Purchaser is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a material adverse effect on it. (ii) If Purchaser is an entity, the address of its principal place of business is as set forth on the signature page hereto, and if Purchaser is an individual, the address of its principal residence is as set forth on the signature page hereto. (b) Authority; Validity and Effect of Agreement. (i) If Purchaser is an entity, Purchaser has the requisite corporate or other entity power and authority to execute and deliver this Agreement and perform its obligations under this Agreement. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and all other necessary corporate or other entity action on the part of Purchaser have been duly authorized by its Boards of Directors or similar governing body, and shareholders or similar interest holders, if necessary, and no other corporate or other entity proceedings on the part of Purchaser is necessary for Purchaser to execute and deliver this Agreement and perform its obligations hereunder. (ii) This Agreement has been duly and validly authorized, executed and delivered by Purchaser and, assuming it has been duly and validly executed and delivered by the Company, constitutes a legal, valid and binding obligation of Purchaser, in accordance with its terms. (c) No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of its obligations hereunder will: (i) if Purchaser is an entity, conflict with Purchaser's Articles of Incorporation or Bylaws, or other similar organizational documents; (ii) violate any statute, law, ordinance, rule or regulation, applicable to Purchaser or any of the properties or assets of Purchaser; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Purchaser under, or result in the creation or imposition of any lien upon any properties, assets or business of Purchaser under, any material contract or any order, judgment or decree to which Purchaser is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its covenants under this Agreement. 3

(d) Accredited Investor. Purchaser is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act. If Purchaser is an entity, Purchaser was not formed for the specific purpose of acquiring the Securities, and, if it was, all of Purchaser's equity owners are "accredited investors" as defined above. (e) No Government Review. Purchaser understands that neither the United States Securities and Exchange Commission ("SEC") nor any securities commission or other governmental authority of any state, country or other jurisdiction has approved the issuance of the Securities or passed upon or endorsed the merits of the Securities, or this Agreement, the Warrant Certificates or any of the other documents relating to the proposed Offering (collectively, the "Offering Documents"), or confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement or the other Offering Documents. (f) Investment Intent. The Securities are being acquired for the Purchaser's own account for investment purposes only, not as a nominee or agent and not with a view to the resale or distribution of any part thereof, and Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same. By executing this Agreement, Purchaser further represents that Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or third person with respect to any of the Securities. (g) Restrictions on Transfer. Purchaser understands that the Securities are "restricted securities" as such term is defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or registered or qualified under any state securities law, and may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws or the availability of an exemption therefrom. In any case where such an exemption is relied upon by Purchaser from the registration requirements of the Securities Act and the registration or qualification requirements of such state securities laws, Purchase shall furnish the Company with an opinion of counsel stating that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and will not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and opinion to be satisfactory to the Company. Purchaser acknowledges that it is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and that its overall commitment to investments that are not readily marketable is not disproportionate to its net worth. (h) Investment Experience. Purchaser has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and Purchaser has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. In making its decision to acquire the Securities, Purchaser has not relied upon any information other than information provided to Purchaser by the Company or its representatives and contained herein and in the other Offering Documents. 4

(i) Access to Information. Purchaser acknowledges that it has had access to and has reviewed all documents and records relating to the Company that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Securities; that it has had the opportunity to ask representatives of the Company certain questions and request certain additional information regarding the terms and conditions of such investment and the finances, operations, business and prospects of the Company and has had any and all such questions and requests answered to its satisfaction; and that it understands the risks and other considerations relating to such investment. (j) Reliance on Representations. Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. Purchaser represents and warrants to the Company that any information that Purchaser has heretofore furnished or furnishes herewith to the Company is complete and accurate, and further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company's issuance of the Securities. Within five (5) days after receipt of a request from the Company, Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is subject. (k) No General Solicitation. Purchaser is unaware of, and in deciding to participate in the Offering is in no way relying upon, and did not become aware of the Offering through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio or the internet, in connection with the Offering. (l) Placement and Finder's Fees. No agent, broker, investment banker, finder, financial advisor or other person acting on behalf of Purchaser or under its authority is or will be entitled to any broker's or finder's fee or any other commission or similar fee, directly or indirectly, in connection with the Offering, and no person is entitled to any fee or commission or like payment in respect thereof based in any way on agreements, arrangements or understanding made by or on behalf of Purchaser. (m) Offering Risks. Purchaser understands that purchasing Units in the Offering will subject Purchaser to certain risks, including, but not limited to, each of the following: (i) The Company is a development-stage company with a limited operating history and an unproven business model, which makes it difficult for Purchaser to evaluate the Company's current business and future prospects. As a result, the revenue and income potential of the Company's business and market are unproven. 5

(ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) The Company is in need of substantial additional capital to fund its current and future operations. In order to satisfy such obligations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities convertible into Common Stock, or debt. Such shares may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The forgoing may result in substantial dilution to the relative ownership interests of the Company's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock and any debt financing may involve restrictive covenants that may limit the Company's operating flexibility. (iv) The offering price of the Units offered hereby has been determined solely by the Company in its sole discretion and does not necessarily bear any relationship to the value of the Company's assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securities. (v) The Company has provided herein that it intends to use the net proceeds from the Offering for general working capital purposes and other general corporate purposes. Thus, Purchaser is making its investment in the Securities based in part upon very limited information regarding the specific uses to which the net proceeds will be applied. (vi) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (n) Legends. The certificates and agreements evidencing the Securities shall have endorsed thereon the following legend (and appropriate notations thereof will be made in the Company's stock transfer books), and stop transfer instructions reflecting these restrictions on transfer will be placed with the transfer agent of the Shares: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO TRANSFER OF THE SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN OPINION OF UNITED STATES COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 6

4. Representations and Warranties of the Company. The Company represents and warrants to Purchaser as follows: (a) Organization and Qualification. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect on the Company. The Company is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a material adverse effect on the Company. (b) Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver this Agreement, perform its obligations under this Agreement, and conduct the Offering. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, the Offering and all other necessary corporate action on the part of the Company have been duly authorized by its Board of Directors, and no other corporate proceedings on the part of the Company is necessary to authorize this Agreement or the Offering. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by Purchaser, constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. The shares of Common Stock issuable upon exercise of the Warrants have been duly reserved for issuance upon exercise of the Warrants and, when issued and paid for in accordance with the Warrants, will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, with no personal liability resulting solely from the ownership of such shares, and will be free and clear of all liens, charges, restrictions, claims and in encumbrances imposed by or through the Company. 7

(c) No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by the Company nor the performance by the Company of its obligations hereunder will: (i) conflict with the Company's Articles of Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or regulation, applicable to the Company or any of the properties or assets of the Company; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company, or result in the creation or imposition of any lien upon any properties, assets or business of the Company under, any material contract or any order, judgment or decree to which the Company is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its covenants under this Agreement; and (d) Placement and Finder's Fees. Neither the Company nor any of its respective officers, directors, employees or managers, has employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders' fees, advisory fees or consulting fees in connection with the Offering for which the Company has or could have any liability. 5. Indemnification. Purchaser agrees to indemnify, defend and hold harmless the Company and its respective affiliates and agents from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements incurred by the Company that arise out of or result from a breach of any representations or warranties made by Purchaser herein, and Purchaser agrees that in the event of any breach of any representations or warranties made by Purchaser herein, the Company may, at its option, forthwith rescind the sale of the Units to Purchaser. 6. Confidentiality. Purchaser acknowledges and agreements that: (a) This Agreement and the other Offering Documents have been furnished to Purchaser by the Company for the sole purpose of enabling Purchaser to consider and evaluate an investment in the Company, and will be kept confidential by Purchaser and not used for any other purpose. (b) The information contained herein shall not, without the prior written consent of the Company, be disclosed by Purchaser to any person or entity, other than Purchaser's personal financial and legal advisors for the sole purpose of evaluating an investment in the Company, and will not, directly or indirectly, disclose or permit Purchaser's personal financial and legal advisors to disclose any of such information without the prior written consent of the Company. 8

(c) Purchaser shall make its representatives aware of the terms of this section and to be responsible for any breach of this Agreement by such representatives. (d) Purchaser shall not, without the prior written consent of the Company, directly or indirectly, make any statements, public announcements or release to trade publications or the press with respect to the subject matter of this Agreement and the other Offering Documents. (e) If Purchaser decides to not pursue further investigation of the Company or to not participate in the Offering, Purchaser will promptly return this Agreement, the other Offering Documents and any accompanying documentation to the Company. 7. Registration Rights. The Company covenants and agrees as follows: 7.1 For the purpose of this Section 7, the following definitions shall apply: (a) "Person" shall mean an individual, partnership (general or limited), corporation, limited liability company, joint venture, business trust, cooperative, association or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision or other instrumentality thereof, or any other entity. (b) "Register," "registered," and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or order of effectiveness of such registration statement or document. (c) "Registration Statement" shall mean any registration statement of the Company filed with the SEC pursuant to the provisions of Section 7.2 of this Agreement, but excluding registration statements on SEC Forms S-4, S-8 or any similar or successor forms, that covers the resale of the Restricted Stock on an appropriate form then permitted by the SEC to be used for such registration and the sales contemplated to be made thereby under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including any pre- and post- effective amendments thereto, in each case including the prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein. (d) "Restricted Stock" shall mean (i) 50% of the Shares purchased hereunder; (ii) 50% of the shares of Common Stock issuable upon exercise of the Warrants; and (iii) any additional shares of Common Stock of the Company issued or issuable after the date hereof in respect of any of the foregoing securities, by way of a stock dividend or stock split; provided that, as to any particular shares of Restricted Stock, such securities shall cease to constitute Restricted Stock when (x) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of thereunder, (y) such securities are permitted to be transferred pursuant to Rule 144 (or any successor provision to such rule) under the Securities Act, or (z) such securities are otherwise freely transferable to the public without further registration under the Securities Act. 9

(e) "Selling Stockholders" shall mean Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns. 7.2. Registration of the Shares. (a) The Company shall use its reasonable best efforts to prepare and file with the SEC, within six (6) months of the date of termination of the Offering, a Registration Statement under the Act to permit the public sale of the Restricted Stock purchased hereby, and to cause such Registration Statement to be declared effective as soon as reasonably practicable thereafter. Purchaser shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If Purchaser decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Company, such Purchaser shall nevertheless continue to have the right to include any Restricted Stock in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. In the event that any registration pursuant to this Section 7.2(a) is terminated or withdrawn, the Company shall use its reasonable best efforts to prepare and file with the SEC, within 180 days thereafter, a Registration Statement under the Act to permit the public sale of the Restricted Stock purchased hereby. (b) In the event that any registration pursuant to Section 7.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Purchasers proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (ii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (c) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7.2(a) and (b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7.2 prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7.5) of such withdrawn registration shall be borne by the Company in accordance with Section 7.4 hereof. 10

7.3. Registration Procedures. Whenever it is obligated to register any Restricted Stock pursuant to this Agreement, the Company shall: (a) prepare and file with the SEC a Registration Statement with respect to the Restricted Stock in the manner set forth in Section 7.2 hereof and use its reasonable best efforts to cause such Registration Statement to become effective as promptly as possible and to remain effective until the earlier of (i) the sale of all shares of Restricted Stock covered thereby, (ii) the availability under Rule 144 for the Selling Stockholder to immediately, freely resell without restriction all Restricted Stock covered thereby, or (iii) one (1) year from the effective date of the first Registration Statement filed by the Company with the SEC pursuant to this Agreement or, with respect to any subsequent Registration Statement, 180 days from the effective date of such Registration Statement; (b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 7.3(a) above and to comply with the provisions of the Act with respect to the disposition of all Restricted Stock covered by such Registration Statement in accordance with the intended method of disposition set forth in such Registration Statement for such period; (c) furnish to the Selling Stockholders such number of copies of the Registration Statement and the prospectus included therein (including each preliminary prospectus) as such person may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such Registration Statement; (d) use its reasonable best efforts to register or qualify the Restricted Stock covered by such Registration Statement under the state securities laws of such jurisdictions as any Selling Stockholder shall reasonably request; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Purchaser participating in such underwriting shall also enter into and perform its obligations under such an agreement, as described in Section 7.2(b); (f) immediately notify each Selling Stockholder at any time when a prospectus relating thereto is required to be delivered under the Act, of the happening of any event as a result of which the prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances under which they were made. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; 11

(g) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statements as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; (h) use its reasonable best efforts to list the Restricted Stock covered by such Registration Statement on each exchange or automated quotation system on which similar securities issued by the Company are then listed (with the listing application being made at the time of the filing of such Registration Statement or as soon thereafter as is reasonably practicable); (j) notify each Selling Stockholder of any threat by the SEC or state securities commission to undertake a stop order with respect to sales under the Registration Statement; and (k) cooperate in the timely removal of any restrictive legends from the shares of Restricted Stock in connection with the resale of such shares covered by an effective Registration Statement. 7.4. Delay of Registration. No Selling Stockholder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 7. 7.5 Expenses. (a) For the purposes of this Section 7.5, the term "Registration Expenses" shall mean: all expenses incurred by the Company in complying with Section 7.2 of this Agreement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, reasonable fees and disbursements of a single special counsel for the Selling Stockholders, fees under state securities laws, fees of the National Association of Securities Dealers, Inc., fees and expenses of listing shares of Restricted Stock on any securities exchange or automated quotation system on which the Company's shares are listed and fees of transfer agents and registrars. The term "Selling Expenses" shall mean: all underwriting discounts and selling commissions applicable to the sale of Restricted Stock and all accountable or non-accountable expenses paid to any underwriter in respect of such sale. (b) Except as otherwise provided herein, the Company will pay all Registration Expenses in connection with the Registration Statements filed pursuant to Section 7.2 of this Agreement. All Selling Expenses in connection with any Registration Statements filed pursuant to Section 7.2 of this Agreement shall be borne by the Selling Stockholders pro rata on the basis of the number of shares registered by each Selling Stockholder whose shares of Restricted Stock are covered by such Registration Statement, or by such persons other than the Company (except to the extent the Company may be a seller) as they may agree. 12

7.6. Obligations of the Selling Stockholders. (a) In connection with each registration hereunder, each Selling Stockholder shall furnish to the Company in writing such information with respect to it and the securities held by it and the proposed distribution by it, as shall be reasonably requested by the Company in order to assure compliance with applicable federal and state securities laws as a condition precedent to including the Selling Stockholder's Restricted Stock in the Registration Statement. Each Selling Stockholder shall also promptly notify the Company of any changes in such information included in the Registration Statement or prospectus as a result of which there is an untrue statement of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances under which they were made. (b) In connection with the filing of the Registration Statement, each Selling Stockholder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with such Registration Statement or prospectus. (c) In connection with each registration pursuant to this Agreement, each Selling Stockholder agrees that it will not effect sales of any Restricted Stock until notified by the Company of the effectiveness of the Registration Statement, and thereafter will suspend such sales after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a Registration Statement or prospectus. At the end of any period during which the Company is obligated to keep a Registration Statement current, each Selling Stockholder shall discontinue sales of Restricted Stock pursuant to such Registration Statement upon receipt of notice from the Company of its intention to remove from registration the Restricted Stock covered by such Registration Statement which remains unsold, and each Selling Stockholder shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company. 7.7. Information Blackout and Holdbacks. (a) At any time when a Registration Statement effected pursuant to Section 7.2 is effective, upon written notice from the Company to Purchaser that the Company has determined in good faith that the sale of Restricted Stock pursuant to the Registration Statement would require disclosure of non-public material information, Purchaser shall suspend sales of Restricted Stock pursuant to such Registration Statement until such time as the Company notifies Purchaser that such material information has been disclosed to the public or has ceased to be material, or that sales pursuant to such Registration Statement may otherwise be resumed. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act), if and when available, of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the thirty (30) days prior to the commencement of any primary offering to be undertaken by the Company of shares of its unissued Common Stock ("Primary Offering"), which may also include other securities, and ending one hundred twenty (120) days after completion of any such Primary Offering, unless the Company, in the case of a non-underwritten Primary Offering, or the managing underwriter, in the case of an underwritten Primary Offering, otherwise agree. 13

7.8. Indemnification. (a) The Company agrees to indemnify, to the extent permitted by law, each Selling Stockholder, such Selling Stockholder's respective partners, officers, directors, underwriters and each Person who controls any Selling Stockholder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by (i) any untrue statement of or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment or supplement thereto, (ii) any omission of or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement ("Violations"); provided, however, that the indemnity agreement contained in this Section 7.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in for any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Selling Stockholder, partner, officer, director, underwriter or controlling person of such Selling Stockholder. (b) To the extent permitted by law, each Selling Stockholder shall indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Selling Stockholder selling securities under such registration statement or any of such other Selling Stockholder's partners, directors or officers or any person who controls such Selling Stockholder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Selling Stockholder, or partner, director, officer or controlling person of such other Selling Stockholder, may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation (i) occurs in reliance upon and in conformity with written information furnished by such Selling Stockholder under an instrument duly executed by such Selling Stockholder for use in connection with such registration; (ii) occurs as a result of any failure to deliver a copy of the prospectus relating to such Registration Statement, or (iii) occurs as a result of any disposition of the Restricted Stock in a manner that fails to comply with the permitted methods of distribution identified within the Registration Statement. 14

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party), and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) If the indemnification provided for in this Section 7.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the violation(s) described in Section 7.8(a) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Selling Stockholder hereunder exceed the net proceeds from the offering received by such Selling Stockholder. (e) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company's indemnification is unavailable for any reason. 8. Entire Agreement. This Agreement contains the entire agreement between the parties and supercedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereto, and no party shall be liable or bound to any other party in any manner by any warranties, representations, guarantees or covenants except as specifically set forth in this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement contained herein. 15

9. Amendment and Modification. This Agreement may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought. 10. Extensions and Waivers. At any time prior to the Closing, the parties hereto entitled to the benefits of a term or provision may (a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such extension or waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement. 11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that no party hereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other party hereto. Except as provided in Section 5, nothing in this Agreement is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Agreement. 12. Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate eighteen (18) months from the Closing, except that the representations contained in Sections 3(a), 3(b), 3(d), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate. 13. Headings; Definitions. The Section headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections contained herein mean Sections of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms. 14. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall remain in full force and effect and shall be reformed to render the Agreement valid and enforceable while reflecting to the greatest extent permissible the intent of the parties hereto. 16

15. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: David W. Daniels Chief Executive Officer with a copy to: [_______________________] [_______________________] [_______________________] [_______________________] [_______________________] If to Purchaser: To that address indicated on the signature page hereof. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 17. Arbitration. If a dispute arises as to the interpretation of this Agreement, it shall be decided in an arbitration proceeding conforming to the Rules of the American Arbitration Association applicable to commercial arbitration then in effect at the time of the dispute. The arbitration shall take place in the Commonwealth of Pennsylvania. The decision of the arbitrators shall be conclusively binding upon the parties and final, and such decision shall be enforceable as a judgment in any court of competent jurisdiction. The parties hereto shall share equally the costs of the arbitration. 18. Counterparts. This Agreement may be executed and delivered by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. [Remainder of page intentionally left blank] 17

IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused this Agreement to be executed as of the date set forth below. PURCHASER
Date: __________________________________ _____________________________________

By:__________________________________ Name: Title: Address:__________________________ __________________________________ __________________________________

Number of Units Purchased: __________ Purchase Price @ $[____] per Unit: $________________

NATIONAL HEALTH PARTNERS, INC.

Date:__________________________________

By:__________________________________ Name:

Title: 18

EXHIBIT A CLASS A WARRANT NO.: [__________] FORM OF CLASS A WARRANT THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS. CLASS A WARRANT TO PURCHASE COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC. Void after 5:00 p.m. Eastern Standard Time on [_____________] This Class A Warrant ("Warrant") confirms that, FOR VALUE RECEIVED, [_____________________________] ("Holder") is entitled to purchase, subject to the terms and conditions hereof, from NATIONAL HEALTH PARTNERS, INC., an Indiana corporation (the "Company"), [_____________] shares of common stock, $.001 par value per share, of the Company (the "Common Stock"), at any time during the period commencing on the Commencement Date (as defined below) and ending at 5:00 p.m. Eastern Standard Time on the date that is [___________] after the Commencement Date (the "Termination Date"), at an exercise price of $[_____] per share of Common Stock (the "Exercise Price"). The number of shares of Common Stock purchasable upon exercise of this Warrant and the Exercise Price per share shall be subject to adjustment from time to time upon the occurrence of certain events as set forth below. The shares of Common Stock or any other shares or other units of stock or other securities or property, or any combination thereof, then receivable upon exercise of this Warrant, as adjusted from time to time, are sometimes referred to hereinafter as "Exercise Shares". The exercise price per share as from time to time in effect is referred to hereinafter as the "Exercise Price".

1. Exercise of Warrant; Issuance of Exercise Shares. (a) Exercise of Warrant. Subject to the terms hereof, the purchase rights represented by this Warrant are exercisable by Holder in whole or in part, at any time, or from time to time, after the Commencement Date by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to Holder at the address of Holder appearing on the books of the Company) accompanied by payment of the Exercise Price in full either (i) in cash or by bank or certified check for the Exercise Shares with respect to which this Warrant is exercised; (ii) by delivery to the Company of shares of the Company's Common Stock having a Fair Market Value (as defined below) equal to the aggregate Exercise Price of the Exercise Shares being purchased that Holder is the record and beneficial owner of and, if Holder was subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") at the time such shares were purchased, that have been held by the Holder for at least six (6) months; (iii) provided that the sale of the Exercise Shares are covered by an effective registration statement, by delivering to the Company a duly executed Notice of Exercise in the form attached hereto as Appendix A ("Notice of Exercise") together with an irrevocable direction to a broker-dealer registered under the Exchange Act, to sell a sufficient portion of the Exercise Shares and deliver the sales proceeds directly to the Company to pay the Exercise Price; or (iv) by any combination of the procedures set forth in subsections (i), (ii) and (iii) of this Section 1(a); provided, however, that in no event may Holder exercise. For the purposes hereof, "Commencement Date" shall mean the date that any registration statement filed by the Company with the SEC pursuant to Section 7 of that certain Securities Purchase Agreement dated on or about the date hereof by and between the Company and the Holder (the "Securities Purchase Agreement") is declared effective by the SEC, and "Fair Market Value" shall be an amount equal to the average of the Current Market Value (as defined below) for the ten (10) days preceding the Company's receipt of the duly executed Notice of Exercise. In the event that this Warrant shall be duly exercised in part prior to the Termination Date, the Company shall issue a new Warrant of like tenor evidencing the rights of the Holder thereof to purchase the balance of the Exercise Shares purchasable under the Warrant so surrendered that shall not have been purchased. (b) Issuance of Exercise Shares; Delivery of Warrant Certificate. The Company shall, within ten (10) business days or as soon thereafter as is practicable of the exercise of this Warrant, issue in the name of and cause to be delivered to the Holder one or more certificates representing the Exercise Shares to which the Holder shall be entitled upon such exercise under the terms hereof. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become the record holder of the Exercise Shares as of the date of the proper exercise of this Warrant. (c) Exercise Shares Fully Paid and Non-assessable. The Company agrees and covenants that all Exercise Shares issuable upon the due exercise of the Warrant represented by this Warrant certificate ("Warrant Certificate") will, upon issuance and payment therefor in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all taxes (other than taxes which, pursuant to Section 2 hereof, the Company shall not be obligated to pay) or liens, charges, and security interests created by the Company with respect to the issuance thereof. 2

(d) Reservation of Exercise Shares. The Company covenants that during the term that this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Exercise Shares upon the exercise of this Warrant, and from time to time will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon the exercise of the Warrant. (e) Fractional Shares. The Company shall not be required to issue fractional shares of capital stock upon the exercise of this Warrant or to deliver Warrant Certificates that evidence fractional shares of capital stock. In the event that any fraction of an Exercise Share would, except for the provisions of this subsection (e), be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the Current Market Value of the Exercise Share on the last business day prior to the date on which this Warrant is exercised. For purposes hereof, the "Current Market Value" for any day shall be determined as follows: (i) if the Exercise Shares are listed or traded on a national securities exchange or the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded, on the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of this Warrant. The closing price referred to in this clause (i) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed or in the NASDAQ Reporting System; or (ii) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not on the NASDAQ National Market System or NASDAQ Small Cap Market (together, the "NASDAQ Reporting System"), the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, or if not so reported, the average of the closing bid and asked prices for an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose; or (iii) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company. 2. Payment of Taxes. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of Exercise Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes that may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Exercise Shares in a name other than that of the holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 3

3. Mutilated or Missing Warrant Certificates. In case any Warrant shall be mutilated, lost, stolen or destroyed, the Company may in its discretion issue, in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and in the same aggregate denomination, but only (i) in the case of loss, theft or destruction, upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant and indemnity or bond, if requested, also satisfactory to them and (ii) in the case of mutilation, upon surrender of the mutilated Warrant. Applicants for such substitute Warrants shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or its counsel may prescribe. 4. Rights of Holder. The Holder shall not, by virtue of anything contained in this Warrant or otherwise, be entitled to any right whatsoever, either at law or in equity, of a stockholder of the Company, including without limitation, the right to receive dividends or to vote or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other matter. 5. Registration of Transfers and Exchanges. The Warrant shall be transferable, subject to the provisions of Section 7 hereof, upon the books of the Company, if any, to be maintained by it for that purpose, upon surrender of the Warrant Certificate to the Company at its principal office accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed by Holder or by the duly appointed legal representative thereof or by a duly authorized attorney and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. In all cases of transfer by an attorney, the original letter of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company in its discretion. Upon any such registration of transfer, a new Warrant shall be issued to the transferee named in such instrument of transfer, and the surrendered Warrant shall be canceled by the Company. Any Warrant may be exchanged, at the option of the Holder thereof and without charge, when surrendered to the Company at its principal office, or at the office of its transfer agent, if any, for another Warrant of like tenor and representing in the aggregate the right to purchase from the Company a like number and kind of Exercise Shares as the Warrant surrendered for exchange or transfer, and the Warrant so surrendered shall be canceled by the Company or transfer agent, as the case may be. 6. Adjustment of Exercise Shares and Exercise Price. The Exercise Price and the number and kind of Exercise Shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as hereinafter provided. The Exercise Price in effect at any time and the number and kind of securities purchasable upon exercise of each Warrant shall be subject to adjustment as follows: (a) In case of any consolidation or merger of the Company with another corporation (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any reclassification or change - other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination - of outstanding Common Stock issuable upon such exercise), the rights of the Holder of this Warrant shall be adjusted in the manner described below: 4

(i) In the event that the Company is the surviving corporation, this Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that the Holder of this Warrant, upon the exercise thereof, shall procure, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common Stock, had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) In the event that the Company is not the surviving corporation, Holder shall be given at least fifteen (15) days prior written notice of such transaction and shall be permitted to exercise this Warrant, to the extent it is exercisable as of the date of such notice, during this fifteen (15) day period. Upon expiration of such fifteen (15) day period, this Warrant and all of Holder's rights hereunder shall terminate. (b) If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 6. (c) In case the Company shall (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification, shall be proportionally adjusted so that the holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares that, if this Warrant had been exercised by such holder immediately prior to such date, he would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, combination or reclassification. For example, if the Company declares a 2 for 1 stock dividend or stock split and the Exercise Price immediately prior to such event was $2.00 per share, the adjusted Exercise Price immediately after such event would be $1.00 per share. Such adjustment shall be made successively whenever any event listed above shall occur. Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this subsection (c), the number of Exercise Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Exercise Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. 5

(d) In the event that at any time, as a result of an adjustment made pursuant to subsection (a), (b) or (c) above, the Holder of this Warrant thereafter shall become entitled to receive any Exercise Shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in subsections (a), (b) or (c) above. (e) Irrespective of any adjustments in the Exercise Price or the number or kind of Exercise Shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Warrant. (f) Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section 6, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer's certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer's certificate shall be made available at all reasonable times for inspection by Holder and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to Holder. (g) All calculations under this Section 6 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. 7. Restrictions on Transferability: Restrictive Legend. Neither this Warrant nor the Exercise Shares shall be transferable except in accordance with the provisions of this Section. (a) Restrictions on Transfer; Indemnification. Neither this Warrant nor any Exercise Share may be offered for sale or sold, or otherwise transferred or sold in any transaction which would constitute a sale thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless (i) such security has been registered for sale under the Securities Act and registered or qualified under applicable state securities laws relating to the offer and sale of securities, or (ii) exemptions from the registration requirements of the Securities Act and the registration or qualification requirements of all such state securities laws are available, and the Company shall have received an opinion of counsel satisfactory to the Company that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and would not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and such opinion to be satisfactory to the Company. 6

(b) Restrictive Legends. Unless and until otherwise permitted by this Section 7, this Warrant Certificate, each Warrant Certificate issued to the Holder or to any transferee or assignee of this Warrant Certificate, and each certificate representing Exercise Shares issued upon exercise of this Warrant or to any transferee of the person to whom the Exercise Shares were issued, shall bear a legend setting forth the requirements of subsection (a) of this Section 7, together with such other legend or legends as may otherwise be deemed necessary or appropriate by counsel to the Company. (c) Removal of Legend. The Company shall, at the request of any registered holder of a Warrant or Exercise Share, exchange the certificate representing such security for a certificate representing the same security not bearing the restrictive legend required by subsection (b) if, in the opinion of counsel acceptable to the Company, such restrictive legend is no longer necessary. (d) The Holder agrees to indemnify and hold harmless the Company against any loss, damage, claim or liability arising from the disposition of this Warrant or any Exercise Share held by such holder or any interest therein in violation of the provisions of this Section 7. 8. Registration Rights. The Holder shall be entitled to the rights and subject to the obligations set forth in Section 7 of the Securities Purchase Agreement. 9. Restrictions on Exercise. The Holder may not acquire a number of Exercise Shares to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, (including shares held by any "group" of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 19.99% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, "group" has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities Exchange Commission (the "Commission"), and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. 10. Notices. All notices or other communications under this Warrant shall be in writing and shall be deemed to have been given on the day of delivery if delivered by hand, on the fifth day after deposit in the mail if mailed by certified mail, postage prepaid, return receipt requested, or on the next business day after mailing if sent by a nationally recognized overnight courier such as federal express, addressed as follows: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: David W. Daniels Chief Executive Officer 7

with a copy to: [_______________________] [_______________________] [_______________________] [_______________________] [_______________________] and if to Holder, at the address of Holder appearing on the books of the Company or the Company's transfer agent, if any. Either of the Company or Holder may from time to time change the address to which notices to it are to be mailed hereunder by notice in accordance with the provisions of this Section 10. 11. Supplements and Amendments. The Company may from time to time supplement or amend this Warrant without the approval of any holders of Warrants in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or desirable and which shall not materially adversely affect the interests of the Holder. 12. Successors and Assigns. This Warrant shall inure to the benefit of and be binding upon the respective successors, assigns and legal representatives of Holder and the Company. 13. Severability. If for any reason any provision, paragraph or terms of this Warrant is held to be invalid or unenforceable, all other valid provisions herein shall remain in full force and effect and all terms, provisions and paragraphs of this Warrant shall be deemed to be severable. 14. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of said jurisdiction without regard to such jurisdiction's conflicts of laws provisions. 15. Headings. Section and subsection headings used herein are included herein for convenience of reference only and shall not affect the construction of this Warrant nor constitute a part of this Warrant for any other purpose. [Remainder of page intentionally left blank] 8

IN WITNESS WHEREOF, the Company has caused these presents to be duly executed as of the [___] day of [______________], [_______]. NATIONAL HEALTH PARTNERS, INC. By: [___________________________] Name: Title: 9

APPENDIX A NOTICE OF EXERCISE TO: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Executive Officer (1) The undersigned hereby elects to purchase [_______________] shares of Common Stock (as defined in the attached Class A Warrant) of NATIONAL HEALTH PARTNERS, INC. pursuant to the terms of the attached Class A Warrant, and tenders herewith payment of the Exercise Price (as defined in the attached Warrant) for such shares in full in the following manner (please check one of the following choices): [ ] In Cash; [ ] Cashless exercise through a broker; or [ ] Delivery of previously owned shares of Common Stock. (2) In exercising the Class A Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion hereof are being acquired solely for the account of the undersigned, not as a nominee for any other party, and for investment purposes only (unless such shares are subject to resale pursuant to an effective prospectus), and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. (3) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned. HOLDER [__________________________] [__________________________________] (Date) (Signature)

EXHIBIT B CLASS B WARRANT NO.: [__________] FORM OF CLASS B WARRANT THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS. CLASS B WARRANT TO PURCHASE COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC. Void after 5:00 p.m. Eastern Standard Time on [______________] This Class B Warrant ("Warrant") confirms that, FOR VALUE RECEIVED, [_____________________________] ("Holder") is entitled to purchase, subject to the terms and conditions hereof, from NATIONAL HEALTH PARTNERS, INC., an Indiana corporation (the "Company"), [_____________] shares of common stock, $.001 par value per share, of the Company (the "Common Stock"), at any time during the period commencing on the Commencement Date (as defined below) and ending at 5:00 p.m. Eastern Standard Time on the date that is [____________] after the Commencement Date (the "Termination Date"), at an exercise price of $[______] per share of Common Stock (the "Exercise Price"). The number of shares of Common Stock purchasable upon exercise of this Warrant and the Exercise Price per share shall be subject to adjustment from time to time upon the occurrence of certain events as set forth below. The shares of Common Stock or any other shares or other units of stock or other securities or property, or any combination thereof, then receivable upon exercise of this Warrant, as adjusted from time to time, are sometimes referred to hereinafter as "Exercise Shares". The exercise price per share as from time to time in effect is referred to hereinafter as the "Exercise Price".

1. Exercise of Warrant; Issuance of Exercise Shares. (a) Exercise of Warrant. Subject to the terms hereof, the purchase rights represented by this Warrant are exercisable by Holder in whole or in part, at any time, or from time to time, after the Commencement Date by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to Holder at the address of Holder appearing on the books of the Company) accompanied by payment of the Exercise Price in full either (i) in cash or by bank or certified check for the Exercise Shares with respect to which this Warrant is exercised; (ii) by delivery to the Company of shares of the Company's Common Stock having a Fair Market Value (as defined below) equal to the aggregate Exercise Price of the Exercise Shares being purchased that Holder is the record and beneficial owner of and, if Holder was subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") at the time such shares were purchased, that have been held by the Holder for at least six (6) months; (iii) provided that the sale of the Exercise Shares are covered by an effective registration statement, by delivering to the Company a duly executed Notice of Exercise in the form attached hereto as Appendix A ("Notice of Exercise") together with an irrevocable direction to a broker-dealer registered under the Exchange Act, to sell a sufficient portion of the Exercise Shares and deliver the sales proceeds directly to the Company to pay the Exercise Price; or (iv) by any combination of the procedures set forth in subsections (i), (ii) and (iii) of this Section 1(a). For the purposes hereof, "Commencement Date" shall mean the date that any registration statement filed by the Company with the SEC pursuant to Section 7 of that certain Securities Purchase Agreement dated on or about the date hereof by and between the Company and the Holder (the "Securities Purchase Agreement") is declared effective by the SEC, and "Fair Market Value" shall be an amount equal to the average of the Current Market Value (as defined below) for the ten (10) days preceding the Company's receipt of the duly executed Notice of Exercise. In the event that this Warrant shall be duly exercised in part prior to the Termination Date, the Company shall issue a new Warrant of like tenor evidencing the rights of the Holder thereof to purchase the balance of the Exercise Shares purchasable under the Warrant so surrendered that shall not have been purchased. (b) Issuance of Exercise Shares; Delivery of Warrant Certificate. The Company shall, within ten (10) business days or as soon thereafter as is practicable of the exercise of this Warrant, issue in the name of and cause to be delivered to the Holder one or more certificates representing the Exercise Shares to which the Holder shall be entitled upon such exercise under the terms hereof. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become the record holder of the Exercise Shares as of the date of the proper exercise of this Warrant. (c) Exercise Shares Fully Paid and Non-assessable. The Company agrees and covenants that all Exercise Shares issuable upon the due exercise of the Warrant represented by this Warrant certificate ("Warrant Certificate") will, upon issuance and payment therefor in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all taxes (other than taxes which, pursuant to Section 2 hereof, the Company shall not be obligated to pay) or liens, charges, and security interests created by the Company with respect to the issuance thereof. 2

(d) Reservation of Exercise Shares. The Company covenants that during the term that this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Exercise Shares upon the exercise of this Warrant, and from time to time will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon the exercise of the Warrant. (e) Fractional Shares. The Company shall not be required to issue fractional shares of capital stock upon the exercise of this Warrant or to deliver Warrant Certificates that evidence fractional shares of capital stock. In the event that any fraction of an Exercise Share would, except for the provisions of this subsection (e), be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the Current Market Value of the Exercise Share on the last business day prior to the date on which this Warrant is exercised. For purposes hereof, the "Current Market Value" for any day shall be determined as follows: (i) if the Exercise Shares are listed or traded on a national securities exchange or the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded, on the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of this Warrant. The closing price referred to in this clause (i) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed or in the NASDAQ Reporting System; or (ii) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not on the NASDAQ National Market System or NASDAQ Small Cap Market (together, the "NASDAQ Reporting System"), the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, or if not so reported, the average of the closing bid and asked prices for an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose; or (iii) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company. 2. Payment of Taxes. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of Exercise Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes that may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Exercise Shares in a name other than that of the holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 3

3. Mutilated or Missing Warrant Certificates. In case any Warrant shall be mutilated, lost, stolen or destroyed, the Company may in its discretion issue, in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and in the same aggregate denomination, but only (i) in the case of loss, theft or destruction, upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant and indemnity or bond, if requested, also satisfactory to them and (ii) in the case of mutilation, upon surrender of the mutilated Warrant. Applicants for such substitute Warrants shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or its counsel may prescribe. 4. Rights of Holder. The Holder shall not, by virtue of anything contained in this Warrant or otherwise, be entitled to any right whatsoever, either at law or in equity, of a stockholder of the Company, including without limitation, the right to receive dividends or to vote or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other matter. 5. Registration of Transfers and Exchanges. The Warrant shall be transferable, subject to the provisions of Section 7 hereof, upon the books of the Company, if any, to be maintained by it for that purpose, upon surrender of the Warrant Certificate to the Company at its principal office accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed by Holder or by the duly appointed legal representative thereof or by a duly authorized attorney and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. In all cases of transfer by an attorney, the original letter of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company in its discretion. Upon any such registration of transfer, a new Warrant shall be issued to the transferee named in such instrument of transfer, and the surrendered Warrant shall be canceled by the Company. Any Warrant may be exchanged, at the option of the Holder thereof and without charge, when surrendered to the Company at its principal office, or at the office of its transfer agent, if any, for another Warrant of like tenor and representing in the aggregate the right to purchase from the Company a like number and kind of Exercise Shares as the Warrant surrendered for exchange or transfer, and the Warrant so surrendered shall be canceled by the Company or transfer agent, as the case may be. 6. Adjustment of Exercise Shares and Exercise Price. The Exercise Price and the number and kind of Exercise Shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as hereinafter provided. The Exercise Price in effect at any time and the number and kind of securities purchasable upon exercise of each Warrant shall be subject to adjustment as follows: (a) In case of any consolidation or merger of the Company with another corporation (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any reclassification or change - other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination - of outstanding Common Stock issuable upon such exercise), the rights of the Holder of this Warrant shall be adjusted in the manner described below: 4

(i) In the event that the Company is the surviving corporation, this Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that the Holder of this Warrant, upon the exercise thereof, shall procure, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common Stock, had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) In the event that the Company is not the surviving corporation, Holder shall be given at least fifteen (15) days prior written notice of such transaction and shall be permitted to exercise this Warrant, to the extent it is exercisable as of the date of such notice, during this fifteen (15) day period. Upon expiration of such fifteen (15) day period, this Warrant and all of Holder's rights hereunder shall terminate. (b) If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 6. (c) In case the Company shall (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification, shall be proportionally adjusted so that the holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares that, if this Warrant had been exercised by such holder immediately prior to such date, he would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, combination or reclassification. For example, if the Company declares a 2 for 1 stock dividend or stock split and the Exercise Price immediately prior to such event was $2.00 per share, the adjusted Exercise Price immediately after such event would be $1.00 per share. Such adjustment shall be made successively whenever any event listed above shall occur. Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this subsection (c), the number of Exercise Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Exercise Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. 5

(d) In the event that at any time, as a result of an adjustment made pursuant to subsection (a), (b) or (c) above, the Holder of this Warrant thereafter shall become entitled to receive any Exercise Shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in subsections (a), (b) or (c) above. (e) Irrespective of any adjustments in the Exercise Price or the number or kind of Exercise Shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Warrant. (f) Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section 6, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer's certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer's certificate shall be made available at all reasonable times for inspection by Holder and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to Holder. (g) All calculations under this Section 6 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. 7. Restrictions on Transferability; Restrictive Legend. Neither this Warrant nor the Exercise Shares shall be transferable except in accordance with the provisions of this Section. (a) Restrictions on Transfer; Indemnification. Neither this Warrant nor any Exercise Share may be offered for sale or sold, or otherwise transferred or sold in any transaction which would constitute a sale thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless (i) such security has been registered for sale under the Securities Act and registered or qualified under applicable state securities laws relating to the offer and sale of securities, or (ii) exemptions from the registration requirements of the Securities Act and the registration or qualification requirements of all such state securities laws are available, and the Company shall have received an opinion of counsel satisfactory to the Company that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and would not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and such opinion to be satisfactory to the Company. 6

(b) Restrictive Legends. Unless and until otherwise permitted by this Section 7, this Warrant Certificate, each Warrant Certificate issued to the Holder or to any transferee or assignee of this Warrant Certificate, and each certificate representing Exercise Shares issued upon exercise of this Warrant or to any transferee of the person to whom the Exercise Shares were issued, shall bear a legend setting forth the requirements of subsection (a) of this Section 7, together with such other legend or legends as may otherwise be deemed necessary or appropriate by counsel to the Company. (c) Removal of Legend. The Company shall, at the request of any registered holder of a Warrant or Exercise Share, exchange the certificate representing such security for a certificate representing the same security not bearing the restrictive legend required by subsection (b) if, in the opinion of counsel acceptable to the Company, such restrictive legend is no longer necessary. (d) The Holder agrees to indemnify and hold harmless the Company against any loss, damage, claim or liability arising from the disposition of this Warrant or any Exercise Share held by such holder or any interest therein in violation of the provisions of this Section 7. 8. Registration Rights. The Holder shall be entitled to the rights and subject to the obligations set forth in Section 7 of the Securities Purchase Agreement. 9. Restrictions on Exercise. The Holder may not acquire a number of Exercise Shares to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, (including shares held by any "group" of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 19.99% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, "group" has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities Exchange Commission (the "Commission"), and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. 10. Notices. All notices or other communications under this Warrant shall be in writing and shall be deemed to have been given on the day of delivery if delivered by hand, on the fifth day after deposit in the mail if mailed by certified mail, postage prepaid, return receipt requested, or on the next business day after mailing if sent by a nationally recognized overnight courier such as federal express, addressed as follows: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: David W. Daniels Chief Executive Officer 7

with a copy to: [_______________________] [_______________________] [_______________________] [_______________________] [_______________________] and if to Holder, at the address of Holder appearing on the books of the Company or the Company's transfer agent, if any. Either of the Company or Holder may from time to time change the address to which notices to it are to be mailed hereunder by notice in accordance with the provisions of this Section 10. 11. Supplements and Amendments. The Company may from time to time supplement or amend this Warrant without the approval of any holders of Warrants in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or desirable and which shall not materially adversely affect the interests of the Holder. 12. Successors and Assigns. This Warrant shall inure to the benefit of and be binding upon the respective successors, assigns and legal representatives of Holder and the Company. 13. Severability. If for any reason any provision, paragraph or terms of this Warrant is held to be invalid or unenforceable, all other valid provisions herein shall remain in full force and effect and all terms, provisions and paragraphs of this Warrant shall be deemed to be severable. 14. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of said jurisdiction without regard to such jurisdiction's conflicts of laws provisions. 15. Headings. Section and subsection headings used herein are included herein for convenience of reference only and shall not affect the construction of this Warrant nor constitute a part of this Warrant for any other purpose. [Remainder of page intentionally left blank] 8

IN WITNESS WHEREOF, the Company has caused these presents to be duly executed as of the [___] day of [______________], [_____]. NATIONAL HEALTH PARTNERS, INC. By: [_____________________________] Name: Title: 9

APPENDIX A NOTICE OF EXERCISE TO: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Executive Officer (1) The undersigned hereby elects to purchase [_______________] shares of Common Stock (as defined in the attached Class B Warrant) of NATIONAL HEALTH PARTNERS, INC. pursuant to the terms of the attached Class B Warrant, and tenders herewith payment of the Exercise Price (as defined in the attached Class B Warrant) for such shares in full in the following manner (please check one of the following choices): [ ] In Cash; [ ] Cashless exercise through a broker; or [ ] Delivery of previously owned shares of Common Stock. (2) In exercising the Class B Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion hereof are being acquired solely for the account of the undersigned, not as a nominee for any other party, and for investment purposes only (unless such shares are subject to resale pursuant to an effective prospectus), and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. (3) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned. HOLDER __________________________] [________________________________] [(Date) (Signature)

EXHIBIT 10.15 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated April 12, 2005, is entered into by and between NATIONAL HEALTH PARTNERS, INC., an Indiana corporation (the "Company"), and Ronald F. Westman, an individual with a principal residence located at 4425 Thomas Drive, Panama City Beach, Florida 32408 ("Purchaser"). R E C I T A L S: WHEREAS, Purchaser desires to exchange shares of common stock of Infinium Labs, Inc. for shares of the Company's common stock, and the Company desires to exchange shares of its common stock for shares of common stock of Infinium Labs, Inc., on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Purchase and Sale of Units. (a) Sale and Purchase of Units. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser agrees to purchase, 600,000 units ("Units") at a purchase price of $1.20 per Unit for aggregate consideration (the "Purchase Price") of $720,000 (the "Transactions"). Each Unit shall be comprised of three (3) shares ("Shares") of the Company's common stock, $.001 par value per share ("Common Stock"), three (3) Class A Warrants, each exercisable into one (1) share of Common Stock ("Class A Warrants"), and three (3) Class B Warrants, each exercisable into one (1) share of Common Stock ("Class B Warrants"). The terms of the Class A Warrants are set forth in the Form of Class A Warrant, attached hereto and made a part hereof as Exhibit A (the "Class A Warrant Certificate"). The terms of the Class B Warrants are set forth in the Form of Class B Warrant, attached hereto and made a part hereof as Exhibit B (the "Class B Warrant Certificate"; together with the Class A Warrant Certificate, the "Warrant Certificates"). The Class A Warrants and Class B Warrants are hereinafter referred to collectively as the "Warrants." This Agreement and the Warrants Certificates are hereinafter referred to collectively as the "Purchase Documents." The Shares, Warrants and shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to collectively as the "Securities." (b) Purchase Price. The Purchase Price for the purchase of the Units shall consist of 2,740,000 shares ("Infinium Shares") of common stock, $.0001 par value per share ("Infinium Common Stock"), of Infinium Labs, Inc., a Delaware corporation ("Infinium"). The Infinium Shares shall be delivered to the Company in accordance with the following schedule: (i) 1,440,000 shares on or before April 12, 2005; and (ii) 1,300,000 shares on or before April 29, 2005.

If the aggregate gross proceeds realized by the Company upon the sale of the Infinium Shares is less than $720,000, then, at the Purchaser's sole and absolute discretion, either: (x) Purchaser shall deliver to the Company that number of additional shares of Infinium Common Stock having a Fair Market Value equal to the amount by which $720,000 exceeds the aggregate gross proceeds realized by the Company upon the sale of the Infinium Shares; or (y) Purchaser shall pay the Company cash equal to the amount by which $720,000 exceeds the aggregate gross proceeds realized by the Company upon the sale of the Infinium Shares. If the aggregate gross proceeds realized by the Company upon the sale of the Infinium Shares is greater than $720,000, then the Company shall return to Purchaser cash equal to the amount by which the aggregate gross proceeds realized by the Company upon the sale of the Infinium Shares exceeds $720,000. For purposes of this subsection 1(b), the "Fair Market Value" for any day shall be determined as follows: (i) If the Infinium Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value on any given date shall be the average of the highest bid and lowest asked prices of the Infinium Common Stock as reported for such date or, if no bid and asked prices were reported for such date, for the last day preceding such date for which such prices were reported; (ii) If the Infinium Common Stock is admitted to trading on a United States securities exchange or the NASDAQ National Market System, the Fair Market Value on any date shall be the closing price reported for the Infinium Common Stock on such exchange or system for such date or, if no sales were reported for such date, for the last day preceding such date for which a sale was reported; (iii) If the Infinium Common Stock is traded in the over-the-counter market and not on NASDAQ, the NASDAQ National Market System or any national securities exchange, the Fair Market Value shall be the average of the mean between the last bid and ask prices per share as reported by the National Quotation Bureau, Inc. or an equivalent generally accepted reporting service, or if not so reported, the average of the closing bid and asked prices of the Infinium Common Stock as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose; or (iv) If the Fair Market Value of the Infinium Common Stock cannot be determined on the basis previously set forth in this definition on the date that the Fair Market Value is to be determined, the Board of Directors of the Company shall in good faith determine the Fair Market Value of the Infinium Common Stock on such date. (c) Closing. The closing of the Transactions (the "Closing") shall take place at such time, on such date and in such manner as the parties may agree. At the Closing: (i) Purchaser shall deliver or cause to be delivered to the Company certificates evidencing 1,440,000 Infinium Shares; (ii) Purchaser shall deliver to Infinium and the transfer agent of Infinium a legal opinion of Infinium's counsel to permit the public sale of the 1,440,000 Infinium Shares pursuant to Rule 144 under the Securities Act; (iii) the Company shall deliver or cause to be delivered to Purchaser certificates evidencing the number of Shares and Warrants underlying 300,000 of the Units purchased hereby, and (iv) each of the parties to this Agreement shall have executed any and all additional documents and agreements, provided any and all additional consents and approvals, and taken all such other actions as are required under this Agreement to complete the transactions contemplated hereby. Upon the receipt by the Company of the remaining 1,300,000 Infinium Shares purchased hereby, the Company shall issue certificates to Purchaser representing the number of Shares and Warrants underlying the remaining 300,000 Units purchased hereby. 2

2. Representations and Warranties of Purchaser. Purchaser represents and warrants to the Company as follows: (a) Organization and Qualification. (i) If Purchaser is an entity, Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate or other entity power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect on Purchaser, and Purchaser is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a material adverse effect on it. (ii) If Purchaser is an entity, the address of its principal place of business is as set forth on the signature page hereto, and if Purchaser is an individual, the address of its principal residence is as set forth on the first page of this Agreement. (b) Authority; Validity and Effect of Agreement. (i) If Purchaser is an entity, Purchaser has the requisite corporate or other entity power and authority to execute and deliver this Agreement and perform its obligations under this Agreement. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and all other necessary corporate or other entity action on the part of Purchaser have been duly authorized by its boards of directors or similar governing body, and shareholders or similar interest holders, if necessary, and no other corporate or other entity proceedings on the part of Purchaser is necessary for Purchaser to execute and deliver this Agreement and perform its obligations hereunder. (ii) This Agreement has been duly and validly authorized, executed and delivered by Purchaser and, assuming it has been duly and validly executed and delivered by the Company, constitutes a legal, valid and binding obligation of Purchaser, in accordance with its terms. (c) No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by Purchaser nor the performance by Purchaser of its obligations hereunder will: (i) if Purchaser is an entity, conflict with Purchaser's articles of incorporation or bylaws, or other similar organizational documents; (ii) violate any statute, law, ordinance, rule or regulation, applicable to Purchaser or any of the properties or assets of Purchaser; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Purchaser under, or result in the creation or imposition of any lien upon any properties, assets or business of Purchaser under, any material contract or any order, judgment or decree to which Purchaser is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its covenants under this Agreement. 3

(d) Investment Intent. The Securities being acquired in connection with the Transactions are being acquired for Purchaser's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Securities. Purchaser acknowledges and agrees that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, and that the Securities may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and applicable state securities laws, except pursuant to an available exemption from such registration. Purchaser also acknowledges and agrees that neither the SEC nor any securities commission or other governmental authority has (a) approved the transfer of the Securities or passed upon or endorsed the merits of the transfer of the Securities or the Purchase Documents; or (b) confirmed the accuracy of, determined the adequacy of, or reviewed the Purchase Documents. Purchaser has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and Purchaser has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. Purchaser is an "accredited investor" within the meaning of Rule 501 promulgated under the Securities Act. (e) Investment Risks. Purchaser understands that purchasing the Units will subject Purchaser to certain risks, including, but not limited to, each of the following: (i) The Company is a development-stage company with a limited operating history and an unproven business model, which makes it difficult for Purchaser to evaluate the Company's current business and future prospects. As a result, the revenue and income potential of the Company's business and market are unproven. (ii) The Company has experienced net losses in each fiscal quarter since its inception and expects to continue to incur significant net losses for the foreseeable future. While the Company is unable to predict accurately its future operating expenses, it currently expects these expenses to increase substantially as it implements its business plan. (iii) The Company is in need of substantial additional capital to fund its current and future operations. In order to satisfy such obligations, attract and retain employees, consultants and other service providers, and satisfy other obligations, the Company may be required to issue additional shares of Common Stock, securities convertible into Common Stock, or debt. Such securities may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The forgoing may result in substantial dilution to the relative ownership interests of the Company's existing shareholders and substantial reduction in net book value per share. Additional equity securities may have rights, preferences and privileges senior to those of the holders of Common Stock and any debt financing may involve restrictive covenants that may limit the Company's operating flexibility. 4

(iv) The purchase price of the Units offered hereby has been determined solely by the Company in its sole discretion and does not necessarily bear any relationship to the value of the Company's assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value, and therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the underlying Securities. (v) An investment in the Securities may involve certain material legal, accounting and federal and state tax consequences. Purchaser should consult with its legal counsel, accountant and/or business adviser as to the legal, accounting, tax and related matters accompanying such an investment. (f) Placement and Finder's Fees. No agent, broker, investment banker, finder, financial advisor or other person acting on behalf of Purchaser or under its authority is or will be entitled to any broker's or finder's fee or any other commission or similar fee, directly or indirectly, in connection with the Transactions, and no person is entitled to any fee or commission or like payment in respect thereof based in any way on agreements, arrangements or understanding made by or on behalf of Purchaser. (g) Rule 144 Representations, Covenants and Agreements. During the three months prior to the date of this Agreement, no shares of Infinium Common Stock have been sold by Purchaser or by any person whose sales must be aggregated with Purchaser's as provided in paragraphs (a) and (e) of Rule 144 under the Securities Act. Neither Purchaser nor any person whose shares must be aggregated with Purchaser's as provided in paragraphs (a) and (e) of Rule 144 under the Securities Act will sell any additional shares of Infinium Common Stock until after the Company has sold all of the Infinium Shares. Purchaser is not an officer, a director, the owner of greater than 10% of any class of securities or an affiliate, as such term is defined under the Securities Act and the rules thereunder, of Infinium. Purchaser knows of no important developments affecting Infinium or its business or products that has not been made public. Purchaser has been the beneficial owner of the Infinium Shares for a period of at least one year prior to the date of this Agreement and paid the full purchase price for such shares at least one year prior to the date of this Agreement. Purchaser has made this agreement available to counsel to Infinium in connection with such counsel's delivery of the legal opinion identified in Section 1(c)(ii) above. 3. Representations and Warranties of the Company. The Company represents and warrants to Purchaser as follows: (a) Organization and Qualification. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its business as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect on the Company. The Company is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not have a material adverse effect on the Company. 5

(b) Authority; Validity and Effect of Agreement. (i) The Company has the requisite corporate power and authority to execute and deliver this Agreement, perform its obligations under this Agreement, and engage in the Transactions. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder, the Transactions and all other necessary corporate action on the part of the Company have been duly authorized by its board of directors, and no other corporate proceedings on the part of the Company is necessary to authorize this Agreement or the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by Purchaser, constitutes a legal, valid and binding obligation of the Company, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) The Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. The shares of Common Stock issuable upon exercise of the Warrants have been duly reserved for issuance upon exercise of the Warrants and, when issued and paid for in accordance with the Warrants, will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, with no personal liability resulting solely from the ownership of such shares, and will be free and clear of all liens, charges, restrictions, claims and in encumbrances imposed by or through the Company. (c) No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by the Company nor the performance by the Company of its obligations hereunder will: (i) conflict with the Company's Articles of Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or regulation, applicable to the Company or any of the properties or assets of the Company; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company, or result in the creation or imposition of any lien upon any properties, assets or business of the Company under, any material contract or any order, judgment or decree to which the Company is a party or by which it or any of its assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation to perform its covenants under this Agreement; and (d) Placement and Finder's Fees. Neither the Company nor any of its respective officers, directors, employees or managers, has employed any broker, finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders' fees, advisory fees or consulting fees in connection with the Transactions for which the Company has or could have any liability. 6

4. Indemnification. Purchaser agrees to indemnify, defend and hold harmless the Company and its respective affiliates and agents from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements incurred by the Company that arise out of or result from a breach of any representations or warranties made by Purchaser herein, and Purchaser agrees that in the event of any breach of any representations or warranties made by Purchaser herein, the Company may, at its option, forthwith rescind the sale of the Units to Purchaser. 5. Confidentiality. Purchaser acknowledges and agreements that: (a) The Purchase Documents have been furnished to Purchaser by the Company for the sole purpose of enabling Purchaser to consider and evaluate an investment in the Company, and will be kept confidential by Purchaser and not used for any other purpose. (b) The information contained herein shall not, without the prior written consent of the Company, be disclosed by Purchaser to any person or entity, other than Purchaser's personal financial and legal advisors for the sole purpose of evaluating an investment in the Company, and will not, directly or indirectly, disclose or permit Purchaser's personal financial and legal advisors to disclose any of such information without the prior written consent of the Company. (c) Purchaser shall make its representatives aware of the terms of this section and to be responsible for any breach of this Agreement by such representatives. (d) Purchaser shall not, without the prior written consent of the Company, directly or indirectly, make any statements, public announcements or release to trade publications or the press with respect to the subject matter of the Purchase Documents. (e) If Purchaser decides to not pursue further investigation of the Company or to not participate in the Transactions, Purchaser will promptly return the Purchase Documents and any accompanying documentation to the Company. 6. Registration Rights. The Company covenants and agrees as follows: 6.1 For the purpose of this Section 6, the following definitions shall apply: (a) "Person" shall mean an individual, partnership (general or limited), corporation, limited liability company, joint venture, business trust, cooperative, association or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision or other instrumentality thereof, or any other entity. (b) "Register," "registered," and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or order of effectiveness of such registration statement or document. (c) "Registration Statement" shall mean any registration statement of the Company filed with the SEC pursuant to the provisions of Section 6.2 of this Agreement, but excluding registration statements on SEC Forms S-4, S-8 or any similar or successor forms, that covers the resale of the Restricted Stock on an appropriate form then permitted by the SEC to be used for such registration and the sales contemplated to be made thereby under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including any pre- and post- effective amendments thereto, in each case including the prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein. 7

(d) "Restricted Stock" shall mean (i) 50% of the Shares purchased hereunder; (ii) 50% of the shares of Common Stock issuable upon exercise of the Warrants; and (iii) any additional shares of Common Stock of the Company issued or issuable after the date hereof in respect of any of the foregoing securities, by way of a stock dividend or stock split; provided that, as to any particular shares of Restricted Stock, such securities shall cease to constitute Restricted Stock when (x) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of thereunder, (y) such securities are permitted to be transferred pursuant to Rule 144 (or any successor provision to such rule) under the Securities Act, or (z) such securities are otherwise freely transferable to the public without further registration under the Securities Act. (e) "Selling Stockholders" shall mean Purchaser and Purchaser's successors and assigns. 6.2. Registration of the Shares. (a) The Company shall use its reasonable best efforts to prepare and file with the SEC, within six (6) months of the Closing Date, a Registration Statement under the Act to permit the public sale of the Restricted Stock purchased hereby, and to cause such Registration Statement to be declared effective as soon as reasonably practicable thereafter. Purchaser shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If Purchaser decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Company, such Purchaser shall nevertheless continue to have the right to include any Restricted Stock in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. In the event that any registration pursuant to this Section 6.2(a) is terminated or withdrawn, the Company shall use its reasonable best efforts to prepare and file with the SEC, within 180 days thereafter, a Registration Statement under the Act to permit the public sale of the Restricted Stock purchased hereby. (b) In the event that any registration pursuant to Section 6.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Purchasers proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (ii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. 8

(c) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 6.2(a) and (b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6.2 prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 6.5) of such withdrawn registration shall be borne by the Company in accordance with Section 6.4 hereof. 6.3. Registration Procedures. Whenever it is obligated to register any Restricted Stock pursuant to this Agreement, the Company shall: (a) prepare and file with the SEC a Registration Statement with respect to the Restricted Stock in the manner set forth in Section 6.2 hereof and use its reasonable best efforts to cause such Registration Statement to become effective as promptly as possible and to remain effective until the earlier of (i) the sale of all shares of Restricted Stock covered thereby, (ii) the availability under Rule 144 for the Selling Stockholder to immediately, freely resell without restriction all Restricted Stock covered thereby, or (iii) one (1) year from the effective date of the first Registration Statement filed by the Company with the SEC pursuant to this Agreement or, with respect to any subsequent Registration Statement, 180 days from the effective date of such Registration Statement; (b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period specified in Section 6.3(a) above and to comply with the provisions of the Act with respect to the disposition of all Restricted Stock covered by such Registration Statement in accordance with the intended method of disposition set forth in such Registration Statement for such period; (c) furnish to the Selling Stockholders such number of copies of the Registration Statement and the prospectus included therein (including each preliminary prospectus) as such person may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such Registration Statement; (d) use its reasonable best efforts to register or qualify the Restricted Stock covered by such Registration Statement under the state securities laws of such jurisdictions as any Selling Stockholder shall reasonably request; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; 9

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Purchaser participating in such underwriting shall also enter into and perform its obligations under such an agreement, as described in Section 6.2(b); (f) immediately notify each Selling Stockholder at any time when a prospectus relating thereto is required to be delivered under the Act, of the happening of any event as a result of which the prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances under which they were made. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (g) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statements as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; (h) use its reasonable best efforts to list the Restricted Stock covered by such Registration Statement on each exchange or automated quotation system on which similar securities issued by the Company are then listed (with the listing application being made at the time of the filing of such Registration Statement or as soon thereafter as is reasonably practicable); (i) notify each Selling Stockholder of any threat by the SEC or state securities commission to undertake a stop order with respect to sales under the Registration Statement; and (j) cooperate in the timely removal of any restrictive legends from the shares of Restricted Stock in connection with the resale of such shares covered by an effective Registration Statement. 6.4. Delay of Registration. No Selling Stockholder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 6. 6.5 Expenses. (a) For the purposes of this Section 6.5, the term "Registration Expenses" shall mean: all expenses incurred by the Company in complying with Section 6.2 of this Agreement, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, reasonable fees and disbursements of a single special counsel for the Selling Stockholders, fees under state securities laws, fees of the National Association of Securities Dealers, Inc., fees and expenses of listing shares of Restricted Stock on any securities exchange or automated quotation system on which the Company's shares are listed and fees of transfer agents and registrars. The term "Selling Expenses" shall mean: all underwriting discounts and selling commissions applicable to the sale of Restricted Stock and all accountable or non-accountable expenses paid to any underwriter in respect of such sale. 10

(b) Except as otherwise provided herein, the Company will pay all Registration Expenses in connection with the Registration Statements filed pursuant to Section 6.2 of this Agreement. All Selling Expenses in connection with any Registration Statements filed pursuant to Section 6.2 of this Agreement shall be borne by the Selling Stockholders pro rata on the basis of the number of shares registered by each Selling Stockholder whose shares of Restricted Stock are covered by such Registration Statement, or by such persons other than the Company (except to the extent the Company may be a seller) as they may agree. 6.6. Obligations of the Selling Stockholders. (a) In connection with each registration hereunder, each Selling Stockholder shall furnish to the Company in writing such information with respect to it and the securities held by it and the proposed distribution by it, as shall be reasonably requested by the Company in order to assure compliance with applicable federal and state securities laws as a condition precedent to including the Selling Stockholder's Restricted Stock in the Registration Statement. Each Selling Stockholder shall also promptly notify the Company of any changes in such information included in the Registration Statement or prospectus as a result of which there is an untrue statement of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances under which they were made. (b) In connection with the filing of the Registration Statement, each Selling Stockholder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with such Registration Statement or prospectus. (c) In connection with each registration pursuant to this Agreement, each Selling Stockholder agrees that it will not effect sales of any Restricted Stock until notified by the Company of the effectiveness of the Registration Statement, and thereafter will suspend such sales after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a Registration Statement or prospectus. At the end of any period during which the Company is obligated to keep a Registration Statement current, each Selling Stockholder shall discontinue sales of Restricted Stock pursuant to such Registration Statement upon receipt of notice from the Company of its intention to remove from registration the Restricted Stock covered by such Registration Statement which remains unsold, and each Selling Stockholder shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company. 6.7. Information Blackout and Holdbacks. (a) At any time when a Registration Statement effected pursuant to Section 6.2 is effective, upon written notice from the Company to Purchaser that the Company has determined in good faith that the sale of Restricted Stock pursuant to the Registration Statement would require disclosure of non-public material information, Purchaser shall suspend sales of Restricted Stock pursuant to such Registration Statement until such time as the Company notifies Purchaser that such material information has been disclosed to the public or has ceased to be material, or that sales pursuant to such Registration Statement may otherwise be resumed. 11

(b) Notwithstanding any other provision of this Agreement, Purchaser shall not effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act), if and when available, of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the thirty (30) days prior to the commencement of any primary offering to be undertaken by the Company of shares of its unissued Common Stock ("Primary Offering"), which may also include other securities, and ending one hundred twenty (120) days after completion of any such Primary Offering, unless the Company, in the case of a non-underwritten Primary Offering, or the managing underwriter, in the case of an underwritten Primary Offering, otherwise agree. 6.8. Indemnification. (a) The Company agrees to indemnify, to the extent permitted by law, each Selling Stockholder, such Selling Stockholder's respective partners, officers, directors, underwriters and each Person who controls any Selling Stockholder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by (i) any untrue statement of or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment or supplement thereto, (ii) any omission of or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement ("Violations"); provided, however, that the indemnity agreement contained in this Section 6.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in for any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with information furnished by such Selling Stockholder, partner, officer, director, underwriter or controlling person of such Selling Stockholder. (b) To the extent permitted by law, each Selling Stockholder shall indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Selling Stockholder selling securities under such registration statement or any of such other Selling Stockholder's partners, directors or officers or any person who controls such Selling Stockholder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Selling Stockholder, or partner, director, officer or controlling person of such other Selling Stockholder, may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation (i) occurs in reliance upon and in conformity with written information furnished by such Selling Stockholder under an instrument duly executed by such Selling Stockholder for use in connection with such registration; (ii) occurs as a result of any failure to deliver a copy of the prospectus relating to such Registration Statement, or (iii) occurs as a result of any disposition of the Restricted Stock in a manner that fails to comply with the permitted methods of distribution identified within the Registration Statement. 12

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party), and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) If the indemnification provided for in this Section 6.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the violation(s) described in Section 6.8(a) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Selling Stockholder hereunder exceed the net proceeds from the offering received by such Selling Stockholder. (e) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company's indemnification is unavailable for any reason. 7. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereto, and no party shall be liable or bound to any other party in any manner by any warranties, representations, guarantees or covenants except as specifically set forth in this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement contained herein. 13

8. Amendment and Modification. This Agreement may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that no party hereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other party hereto. Except as provided in Section 4, nothing in this Agreement is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Agreement. 10. Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate eighteen (18) months from the Closing, except that the representations contained in Sections 3(a), 3(b), 3(d), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. 11. Headings; Definitions. The Section headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections contained herein mean Sections of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms. 12. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall remain in full force and effect and shall be reformed to render the Agreement valid and enforceable while reflecting to the greatest extent permissible the intent of the parties hereto. 13. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: David M. Daniels Chief Executive Officer 14

with a copy to: Duane Morris LLP The American Metro Center 240 Princeton Avenue, Suite 150 Hamilton, NJ 08619 Attention: Alex Soufflas, Esquire If to Purchaser:

Attention: ____________________ 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 15. Arbitration. If a dispute arises as to the interpretation of this Agreement, it shall be decided in an arbitration proceeding conforming to the Rules of the American Arbitration Association applicable to commercial arbitration then in effect at the time of the dispute. The arbitration shall take place in the Commonwealth of Pennsylvania. The decision of the arbitrators shall be conclusively binding upon the parties and final, and such decision shall be enforceable as a judgment in any court of competent jurisdiction. The parties hereto shall share equally the costs of the arbitration. 16. Counterparts. This Agreement may be executed and delivered by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. [Remainder of page intentionally left blank] 15

IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have executed this Agreement as of the date first above written. PURCHASER
/s/ Ronald F. Westman -----------------------------Ronald F. Westman

NATIONAL HEALTH PARTNERS, INC.
By: /s/ David M. Daniels -------------------------David M. Daniels Chief Executive Officer

16

EXHIBIT A CLASS A WARRANT NO.: [__________] FORM OF CLASS A WARRANT THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS. CLASS A WARRANT TO PURCHASE COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC. Void after 5:00 p.m. Eastern Standard Time on December 31, 2007 This Class A Warrant ("Warrant") confirms that, FOR VALUE RECEIVED, [_____________________________] ("Holder") is entitled to purchase, subject to the terms and conditions hereof, from NATIONAL HEALTH PARTNERS, INC., an Indiana corporation (the "Company"), [_____________] shares of common stock, $.001 par value per share, of the Company (the "Common Stock"), at any time during the period commencing on the Commencement Date (as defined below) and ending at 5:00 p.m. Eastern Standard Time on the date that is 18 months after the Commencement Date (the "Termination Date"), at an exercise price of $.60 per share of Common Stock (the "Exercise Price"). The number of shares of Common Stock purchasable upon exercise of this Warrant and the Exercise Price per share shall be subject to adjustment from time to time upon the occurrence of certain events as set forth below. The shares of Common Stock or any other shares or other units of stock or other securities or property, or any combination thereof, then receivable upon exercise of this Warrant, as adjusted from time to time, are sometimes referred to hereinafter as "Exercise Shares". The exercise price per share as from time to time in effect is referred to hereinafter as the "Exercise Price". 1. Exercise of Warrant; Issuance of Exercise Shares. (a) Exercise of Warrant. Subject to the terms hereof, the purchase rights represented by this Warrant are exercisable by Holder in whole or in part, at any time, or from time to time, after the Commencement Date by the surrender of this Warrant and the Notice of Exercise annexed hereto duly

completed and executed on behalf of Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to Holder at the address of Holder appearing on the books of the Company) accompanied by payment of the Exercise Price in full either (i) in cash or by bank or certified check for the Exercise Shares with respect to which this Warrant is exercised; (ii) by delivery to the Company of shares of the Company's Common Stock having a Fair Market Value (as defined below) equal to the aggregate Exercise Price of the Exercise Shares being purchased that Holder is the record and beneficial owner of and, if Holder was subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") at the time such shares were purchased, that have been held by the Holder for at least six (6) months; (iii) provided that the sale of the Exercise Shares are covered by an effective registration statement, by delivering to the Company a duly executed Notice of Exercise in the form attached hereto as Appendix A ("Notice of Exercise") together with an irrevocable direction to a broker-dealer registered under the Exchange Act, to sell a sufficient portion of the Exercise Shares and deliver the sales proceeds directly to the Company to pay the Exercise Price; or (iv) by any combination of the procedures set forth in subsections (i), (ii) and (iii) of this Section 1(a); provided, however, that in no event may Holder exercise For the purposes hereof, "Commencement Date" shall mean the date that any registration statement filed by the Company with the SEC pursuant to Section 7 of that certain Securities Purchase Agreement dated on or about the date hereof by and between the Company and the Holder (the "Securities Purchase Agreement") is declared effective by the SEC, and "Fair Market Value" shall be an amount equal to the average of the Current Market Value (as defined below) for the ten (10) days preceding the Company's receipt of the duly executed Notice of Exercise. In the event that this Warrant shall be duly exercised in part prior to the Termination Date, the Company shall issue a new Warrant of like tenor evidencing the rights of the Holder thereof to purchase the balance of the Exercise Shares purchasable under the Warrant so surrendered that shall not have been purchased. (b) Issuance of Exercise Shares; Delivery of Warrant Certificate. The Company shall, within ten (10) business days or as soon thereafter as is practicable of the exercise of this Warrant, issue in the name of and cause to be delivered to the Holder one or more certificates representing the Exercise Shares to which the Holder shall be entitled upon such exercise under the terms hereof. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become the record holder of the Exercise Shares as of the date of the proper exercise of this Warrant. (c) Exercise Shares Fully Paid and Non-assessable. The Company agrees and covenants that all Exercise Shares issuable upon the due exercise of the Warrant represented by this Warrant certificate ("Warrant Certificate") will, upon issuance and payment therefor in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all taxes (other than taxes which, pursuant to Section 2 hereof, the Company shall not be obligated to pay) or liens, charges, and security interests created by the Company with respect to the issuance thereof. 2

(d) Reservation of Exercise Shares. The Company covenants that during the term that this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Exercise Shares upon the exercise of this Warrant, and from time to time will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon the exercise of the Warrant. (e) Fractional Shares. The Company shall not be required to issue fractional shares of capital stock upon the exercise of this Warrant or to deliver Warrant Certificates that evidence fractional shares of capital stock. In the event that any fraction of an Exercise Share would, except for the provisions of this subsection (e), be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the Current Market Value of the Exercise Share on the last business day prior to the date on which this Warrant is exercised. For purposes hereof, the "Current Market Value" for any day shall be determined as follows: (i) if the Exercise Shares are listed or traded on a national securities exchange or the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded, on the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of this Warrant. The closing price referred to in this clause (i) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed or in the NASDAQ Reporting System; or (ii) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not on the NASDAQ National Market System or NASDAQ Small Cap Market (together, the "NASDAQ Reporting System"), the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, or if not so reported, the average of the closing bid and asked prices for an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose; or (iii) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company. 2. Payment of Taxes. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of Exercise Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes that may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Exercise Shares in a name other than that of the holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 3

3. Mutilated or Missing Warrant Certificates. In case any Warrant shall be mutilated, lost, stolen or destroyed, the Company may in its discretion issue, in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and in the same aggregate denomination, but only (i) in the case of loss, theft or destruction, upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant and indemnity or bond, if requested, also satisfactory to them and (ii) in the case of mutilation, upon surrender of the mutilated Warrant. Applicants for such substitute Warrants shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or its counsel may prescribe. 4. Rights of Holder. The Holder shall not, by virtue of anything contained in this Warrant or otherwise, be entitled to any right whatsoever, either at law or in equity, of a stockholder of the Company, including without limitation, the right to receive dividends or to vote or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other matter. 5. Registration of Transfers and Exchanges. The Warrant shall be transferable, subject to the provisions of Section 7 hereof, upon the books of the Company, if any, to be maintained by it for that purpose, upon surrender of the Warrant Certificate to the Company at its principal office accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed by Holder or by the duly appointed legal representative thereof or by a duly authorized attorney and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. In all cases of transfer by an attorney, the original letter of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company in its discretion. Upon any such registration of transfer, a new Warrant shall be issued to the transferee named in such instrument of transfer, and the surrendered Warrant shall be canceled by the Company. Any Warrant may be exchanged, at the option of the Holder thereof and without charge, when surrendered to the Company at its principal office, or at the office of its transfer agent, if any, for another Warrant of like tenor and representing in the aggregate the right to purchase from the Company a like number and kind of Exercise Shares as the Warrant surrendered for exchange or transfer, and the Warrant so surrendered shall be canceled by the Company or transfer agent, as the case may be. 6. Adjustment of Exercise Shares and Exercise Price. The Exercise Price and the number and kind of Exercise Shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as hereinafter provided. The Exercise Price in effect at any time and the number and kind of securities purchasable upon exercise of each Warrant shall be subject to adjustment as follows: (a) In case of any consolidation or merger of the Company with another corporation (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any reclassification or change - other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination - of outstanding Common Stock issuable upon such exercise), the rights of the Holder of this Warrant shall be adjusted in the manner described below: 4

(i) In the event that the Company is the surviving corporation, this Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that the Holder of this Warrant, upon the exercise thereof, shall procure, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common Stock, had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) In the event that the Company is not the surviving corporation, Holder shall be given at least fifteen (15) days prior written notice of such transaction and shall be permitted to exercise this Warrant, to the extent it is exercisable as of the date of such notice, during this fifteen (15) day period. Upon expiration of such fifteen (15) day period, this Warrant and all of Holder's rights hereunder shall terminate. (b) If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 6. (c) In case the Company shall (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification, shall be proportionally adjusted so that the holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares that, if this Warrant had been exercised by such holder immediately prior to such date, he would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, combination or reclassification. For example, if the Company declares a 2 for 1 stock dividend or stock split and the Exercise Price immediately prior to such event was $2.00 per share, the adjusted Exercise Price immediately after such event would be $1.00 per share. Such adjustment shall be made successively whenever any event listed above shall occur. Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this subsection (c), the number of Exercise Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Exercise Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. 5

(d) In the event that at any time, as a result of an adjustment made pursuant to subsection (a), (b) or (c) above, the Holder of this Warrant thereafter shall become entitled to receive any Exercise Shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in subsections (a), (b) or (c) above. (e) Irrespective of any adjustments in the Exercise Price or the number or kind of Exercise Shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Warrant. (f) Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section 6, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer's certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer's certificate shall be made available at all reasonable times for inspection by Holder and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to Holder. (g) All calculations under this Section 6 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. 7. Restrictions on Transferability: Restrictive Legend. Neither this Warrant nor the Exercise Shares shall be transferable except in accordance with the provisions of this Section. (a) Restrictions on Transfer; Indemnification. Neither this Warrant nor any Exercise Share may be offered for sale or sold, or otherwise transferred or sold in any transaction which would constitute a sale thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless (i) such security has been registered for sale under the Securities Act and registered or qualified under applicable state securities laws relating to the offer and sale of securities, or (ii) exemptions from the registration requirements of the Securities Act and the registration or qualification requirements of all such state securities laws are available, and the Company shall have received an opinion of counsel satisfactory to the Company that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and would not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and such opinion to be satisfactory to the Company. (b) Restrictive Legends. Unless and until otherwise permitted by this Section 7, this Warrant Certificate, each Warrant Certificate issued to the Holder or to any transferee or assignee of this Warrant Certificate, and each certificate representing Exercise Shares issued upon exercise of this Warrant or to any transferee of the person to whom the Exercise Shares were issued, shall bear a legend setting forth the requirements of subsection (a) of this Section 7, together with such other legend or legends as may otherwise be deemed necessary or appropriate by counsel to the Company. 6

(c) Removal of Legend. The Company shall, at the request of any registered holder of a Warrant or Exercise Share, exchange the certificate representing such security for a certificate representing the same security not bearing the restrictive legend required by subsection (b) if, in the opinion of counsel acceptable to the Company, such restrictive legend is no longer necessary. (d) The Holder agrees to indemnify and hold harmless the Company against any loss, damage, claim or liability arising from the disposition of this Warrant or any Exercise Share held by such holder or any interest therein in violation of the provisions of this Section 7. 8. Registration Rights. The Holder shall be entitled to the rights and subject to the obligations set forth in Section 6 of the Securities Purchase Agreement. 9. Restrictions on Exercise. The Holder may not acquire a number of Exercise Shares to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, (including shares held by any "group" of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 19.99% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, "group" has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities Exchange Commission (the "Commission"), and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. 10. Notices. All notices or other communications under this Warrant shall be in writing and shall be deemed to have been given on the day of delivery if delivered by hand, on the fifth day after deposit in the mail if mailed by certified mail, postage prepaid, return receipt requested, or on the next business day after mailing if sent by a nationally recognized overnight courier such as federal express, addressed as follows: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: David W. Daniels Chief Executive Officer 7

with a copy to: Duane Morris LLP The American Metro Center 240 Princeton Avenue, Suite 150 Hamilton, NJ 08619 Attention: Alex Soufflas, Esquire and if to Holder, at the address of Holder appearing on the books of the Company or the Company's transfer agent, if any. Either of the Company or Holder may from time to time change the address to which notices to it are to be mailed hereunder by notice in accordance with the provisions of this Section 10. 11. Supplements and Amendments. The Company may from time to time supplement or amend this Warrant without the approval of any holders of Warrants in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or desirable and which shall not materially adversely affect the interests of the Holder. 12. Successors and Assigns. This Warrant shall inure to the benefit of and be binding upon the respective successors, assigns and legal representatives of Holder and the Company. 13. Severability. If for any reason any provision, paragraph or terms of this Warrant is held to be invalid or unenforceable, all other valid provisions herein shall remain in full force and effect and all terms, provisions and paragraphs of this Warrant shall be deemed to be severable. 14. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of said jurisdiction without regard to such jurisdiction's conflicts of laws provisions. 15. Headings. Section and subsection headings used herein are included herein for convenience of reference only and shall not affect the construction of this Warrant nor constitute a part of this Warrant for any other purpose. 8

IN WITNESS WHEREOF, the Company has caused these presents to be duly executed as of the [___] day of [______________], [_______]. NATIONAL HEALTH PARTNERS, INC. By: [_________________________________] Name: Title: 9

APPENDIX A NOTICE OF EXERCISE TO: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Executive Officer (1) The undersigned hereby elects to purchase [_______________] shares of Common Stock (as defined in the attached Class A Warrant) of NATIONAL HEALTH PARTNERS, INC. pursuant to the terms of the attached Class A Warrant, and tenders herewith payment of the Exercise Price (as defined in the attached Warrant) for such shares in full in the following manner (please check one of the following choices): / / In Cash; / / Cashless exercise through a broker; or / / Delivery of previously owned shares of Common Stock. (2) In exercising the Class A Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion hereof are being acquired solely for the account of the undersigned, not as a nominee for any other party, and for investment purposes only (unless such shares are subject to resale pursuant to an effective prospectus), and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. (3) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned. HOLDER [__________________________] [____________________________] (Date) (Signature)

EXHIBIT B CLASS B WARRANT NO.: [__________] FORM OF CLASS B WARRANT THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS. CLASS B WARRANT TO PURCHASE COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC. Void after 5:00 p.m. Eastern Standard Time on December 31, 2008 This Class B Warrant ("Warrant") confirms that, FOR VALUE RECEIVED, [_____________________________] ("Holder") is entitled to purchase, subject to the terms and conditions hereof, from NATIONAL HEALTH PARTNERS, INC., an Indiana corporation (the "Company"), [_____________] shares of common stock, $.001 par value per share, of the Company (the "Common Stock"), at any time during the period commencing on the Commencement Date (as defined below) and ending at 5:00 p.m. Eastern Standard Time on the third (3rd) anniversary of the Commencement Date (the "Termination Date"), at an exercise price of $.80 per share of Common Stock (the "Exercise Price"). The number of shares of Common Stock purchasable upon exercise of this Warrant and the Exercise Price per share shall be subject to adjustment from time to time upon the occurrence of certain events as set forth below. The shares of Common Stock or any other shares or other units of stock or other securities or property, or any combination thereof, then receivable upon exercise of this Warrant, as adjusted from time to time, are sometimes referred to hereinafter as "Exercise Shares". The exercise price per share as from time to time in effect is referred to hereinafter as the "Exercise Price". 1. Exercise of Warrant; Issuance of Exercise Shares. (a) Exercise of Warrant. Subject to the terms hereof, the purchase rights represented by this Warrant are exercisable by Holder in whole or in part, at any time, or from time to time, after the Commencement Date by the surrender of this Warrant and the Notice of Exercise annexed hereto duly completed and executed on behalf of Holder, at the office of the Company (or

such other office or agency of the Company as it may designate by notice in writing to Holder at the address of Holder appearing on the books of the Company) accompanied by payment of the Exercise Price in full either (i) in cash or by bank or certified check for the Exercise Shares with respect to which this Warrant is exercised; (ii) by delivery to the Company of shares of the Company's Common Stock having a Fair Market Value (as defined below) equal to the aggregate Exercise Price of the Exercise Shares being purchased that Holder is the record and beneficial owner of and, if Holder was subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") at the time such shares were purchased, that have been held by the Holder for at least six (6) months; (iii) provided that the sale of the Exercise Shares are covered by an effective registration statement, by delivering to the Company a duly executed Notice of Exercise in the form attached hereto as Appendix A ("Notice of Exercise") together with an irrevocable direction to a broker-dealer registered under the Exchange Act, to sell a sufficient portion of the Exercise Shares and deliver the sales proceeds directly to the Company to pay the Exercise Price; or (iv) by any combination of the procedures set forth in subsections (i), (ii) and (iii) of this Section 1(a). For the purposes hereof, "Commencement Date" shall mean the date that any registration statement filed by the Company with the SEC pursuant to Section 7 of that certain Securities Purchase Agreement dated on or about the date hereof by and between the Company and the Holder (the "Securities Purchase Agreement") is declared effective by the SEC, and "Fair Market Value" shall be an amount equal to the average of the Current Market Value (as defined below) for the ten (10) days preceding the Company's receipt of the duly executed Notice of Exercise. In the event that this Warrant shall be duly exercised in part prior to the Termination Date, the Company shall issue a new Warrant of like tenor evidencing the rights of the Holder thereof to purchase the balance of the Exercise Shares purchasable under the Warrant so surrendered that shall not have been purchased. (b) Issuance of Exercise Shares; Delivery of Warrant Certificate. The Company shall, within ten (10) business days or as soon thereafter as is practicable of the exercise of this Warrant, issue in the name of and cause to be delivered to the Holder one or more certificates representing the Exercise Shares to which the Holder shall be entitled upon such exercise under the terms hereof. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become the record holder of the Exercise Shares as of the date of the proper exercise of this Warrant. (c) Exercise Shares Fully Paid and Non-assessable. The Company agrees and covenants that all Exercise Shares issuable upon the due exercise of the Warrant represented by this Warrant certificate ("Warrant Certificate") will, upon issuance and payment therefor in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all taxes (other than taxes which, pursuant to Section 2 hereof, the Company shall not be obligated to pay) or liens, charges, and security interests created by the Company with respect to the issuance thereof. (d) Reservation of Exercise Shares. The Company covenants that during the term that this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Exercise Shares upon the exercise of this Warrant, and from time to time will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon the exercise of the Warrant. 2

(e) Fractional Shares. The Company shall not be required to issue fractional shares of capital stock upon the exercise of this Warrant or to deliver Warrant Certificates that evidence fractional shares of capital stock. In the event that any fraction of an Exercise Share would, except for the provisions of this subsection (e), be issuable upon the exercise of this Warrant, the Company shall pay to the Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the Current Market Value of the Exercise Share on the last business day prior to the date on which this Warrant is exercised. For purposes hereof, the "Current Market Value" for any day shall be determined as follows: (i) if the Exercise Shares are listed or traded on a national securities exchange or the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded, on the NASDAQ Reporting System, as the case may be, on the last business day prior to the date of the exercise of this Warrant. The closing price referred to in this clause (i) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed or in the NASDAQ Reporting System; or (ii) if the Exercise Shares are traded in the over-the-counter market and not on any national securities exchange and not on the NASDAQ National Market System or NASDAQ Small Cap Market (together, the "NASDAQ Reporting System"), the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, or if not so reported, the average of the closing bid and asked prices for an Exercise Share as furnished to the Company by any member of the National Association of Securities Dealers, Inc., selected by the Company for that purpose; or (iii) if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors of the Company. 2. Payment of Taxes. The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of Exercise Shares upon the exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax or taxes that may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Exercise Shares in a name other than that of the holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 3

3. Mutilated or Missing Warrant Certificates. In case any Warrant shall be mutilated, lost, stolen or destroyed, the Company may in its discretion issue, in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and in the same aggregate denomination, but only (i) in the case of loss, theft or destruction, upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant and indemnity or bond, if requested, also satisfactory to them and (ii) in the case of mutilation, upon surrender of the mutilated Warrant. Applicants for such substitute Warrants shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or its counsel may prescribe. 4. Rights of Holder. The Holder shall not, by virtue of anything contained in this Warrant or otherwise, be entitled to any right whatsoever, either at law or in equity, of a stockholder of the Company, including without limitation, the right to receive dividends or to vote or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other matter. 5. Registration of Transfers and Exchanges. The Warrant shall be transferable, subject to the provisions of Section 7 hereof, upon the books of the Company, if any, to be maintained by it for that purpose, upon surrender of the Warrant Certificate to the Company at its principal office accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed by Holder or by the duly appointed legal representative thereof or by a duly authorized attorney and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. In all cases of transfer by an attorney, the original letter of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company in its discretion. Upon any such registration of transfer, a new Warrant shall be issued to the transferee named in such instrument of transfer, and the surrendered Warrant shall be canceled by the Company. Any Warrant may be exchanged, at the option of the Holder thereof and without charge, when surrendered to the Company at its principal office, or at the office of its transfer agent, if any, for another Warrant of like tenor and representing in the aggregate the right to purchase from the Company a like number and kind of Exercise Shares as the Warrant surrendered for exchange or transfer, and the Warrant so surrendered shall be canceled by the Company or transfer agent, as the case may be. 6. Adjustment of Exercise Shares and Exercise Price. The Exercise Price and the number and kind of Exercise Shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as hereinafter provided. The Exercise Price in effect at any time and the number and kind of securities purchasable upon exercise of each Warrant shall be subject to adjustment as follows: (a) In case of any consolidation or merger of the Company with another corporation (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any reclassification or change - other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination - of outstanding Common Stock issuable upon such exercise), the rights of the Holder of this Warrant shall be adjusted in the manner described below: 4

(i) In the event that the Company is the surviving corporation, this Warrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that the Holder of this Warrant, upon the exercise thereof, shall procure, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common Stock, had exercise of this Warrant occurred immediately prior to such reclassification, change, consolidation or merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The provisions of this clause (i) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (ii) In the event that the Company is not the surviving corporation, Holder shall be given at least fifteen (15) days prior written notice of such transaction and shall be permitted to exercise this Warrant, to the extent it is exercisable as of the date of such notice, during this fifteen (15) day period. Upon expiration of such fifteen (15) day period, this Warrant and all of Holder's rights hereunder shall terminate. (b) If the Company, at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 6. (c) In case the Company shall (i) pay a dividend or make a distribution on its shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification, shall be proportionally adjusted so that the holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares that, if this Warrant had been exercised by such holder immediately prior to such date, he would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, combination or reclassification. For example, if the Company declares a 2 for 1 stock dividend or stock split and the Exercise Price immediately prior to such event was $2.00 per share, the adjusted Exercise Price immediately after such event would be $1.00 per share. Such adjustment shall be made successively whenever any event listed above shall occur. Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this subsection (c), the number of Exercise Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Exercise Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. 5

(d) In the event that at any time, as a result of an adjustment made pursuant to subsection (a), (b) or (c) above, the Holder of this Warrant thereafter shall become entitled to receive any Exercise Shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in subsections (a), (b) or (c) above. (e) Irrespective of any adjustments in the Exercise Price or the number or kind of Exercise Shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Warrant. (f) Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section 6, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer's certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer's certificate shall be made available at all reasonable times for inspection by Holder and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to Holder. (g) All calculations under this Section 6 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. 7. Restrictions on Transferability; Restrictive Legend. Neither this Warrant nor the Exercise Shares shall be transferable except in accordance with the provisions of this Section. (a) Restrictions on Transfer; Indemnification. Neither this Warrant nor any Exercise Share may be offered for sale or sold, or otherwise transferred or sold in any transaction which would constitute a sale thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless (i) such security has been registered for sale under the Securities Act and registered or qualified under applicable state securities laws relating to the offer and sale of securities, or (ii) exemptions from the registration requirements of the Securities Act and the registration or qualification requirements of all such state securities laws are available, and the Company shall have received an opinion of counsel satisfactory to the Company that the proposed sale or other disposition of such securities may be effected without registration under the Securities Act and would not result in any violation of any applicable state securities laws relating to the registration or qualification of securities for sale, such counsel and such opinion to be satisfactory to the Company. (b) Restrictive Legends. Unless and until otherwise permitted by this Section 7, this Warrant Certificate, each Warrant Certificate issued to the Holder or to any transferee or assignee of this Warrant Certificate, and each certificate representing Exercise Shares issued upon exercise of this Warrant or to any transferee of the person to whom the Exercise Shares were issued, shall bear a legend setting forth the requirements of subsection (a) of this Section 7, together with such other legend or legends as may otherwise be deemed necessary or appropriate by counsel to the Company. 6

(c) Removal of Legend. The Company shall, at the request of any registered holder of a Warrant or Exercise Share, exchange the certificate representing such security for a certificate representing the same security not bearing the restrictive legend required by subsection (b) if, in the opinion of counsel acceptable to the Company, such restrictive legend is no longer necessary. (d) The Holder agrees to indemnify and hold harmless the Company against any loss, damage, claim or liability arising from the disposition of this Warrant or any Exercise Share held by such holder or any interest therein in violation of the provisions of this Section 7. 8. Registration Rights. The Holder shall be entitled to the rights and subject to the obligations set forth in Section 6 of the Securities Purchase Agreement. 9. Restrictions on Exercise. The Holder may not acquire a number of Exercise Shares to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, (including shares held by any "group" of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 19.99% of the total number of shares of Common Stock of the Company then issued and outstanding. For purposes hereof, "group" has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities Exchange Commission (the "Commission"), and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. 10. Notices. All notices or other communications under this Warrant shall be in writing and shall be deemed to have been given on the day of delivery if delivered by hand, on the fifth day after deposit in the mail if mailed by certified mail, postage prepaid, return receipt requested, or on the next business day after mailing if sent by a nationally recognized overnight courier such as federal express, addressed as follows: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: David W. Daniels Chief Executive Officer 7

with a copy to: Duane Morris LLP The American Metro Center 240 Princeton Avenue, Suite 150 Hamilton, NJ 08619 Attention: Alex Soufflas, Esquire and if to Holder, at the address of Holder appearing on the books of the Company or the Company's transfer agent, if any. Either of the Company or Holder may from time to time change the address to which notices to it are to be mailed hereunder by notice in accordance with the provisions of this Section 10. 11. Supplements and Amendments. The Company may from time to time supplement or amend this Warrant without the approval of any holders of Warrants in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or desirable and which shall not materially adversely affect the interests of the Holder. 12. Successors and Assigns. This Warrant shall inure to the benefit of and be binding upon the respective successors, assigns and legal representatives of Holder and the Company. 13. Severability. If for any reason any provision, paragraph or terms of this Warrant is held to be invalid or unenforceable, all other valid provisions herein shall remain in full force and effect and all terms, provisions and paragraphs of this Warrant shall be deemed to be severable. 14. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of said jurisdiction without regard to such jurisdiction's conflicts of laws provisions. 15. Headings. Section and subsection headings used herein are included herein for convenience of reference only and shall not affect the construction of this Warrant nor constitute a part of this Warrant for any other purpose. 8

IN WITNESS WHEREOF, the Company has caused these presents to be duly executed as of the [___] day of [______________], [________]. NATIONAL HEALTH PARTNERS, INC. By: [______________________________] Name: Title: 9

APPENDIX A NOTICE OF EXERCISE TO: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Executive Officer (1) The undersigned hereby elects to purchase [_______________] shares of Common Stock (as defined in the attached Class B Warrant) of NATIONAL HEALTH PARTNERS, INC. pursuant to the terms of the attached Class B Warrant, and tenders herewith payment of the Exercise Price (as defined in the attached Class B Warrant) for such shares in full in the following manner (please check one of the following choices): / / In Cash; / / Cashless exercise through a broker; or / / Delivery of previously owned shares of Common Stock. (2) In exercising the Class B Warrant, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion hereof are being acquired solely for the account of the undersigned, not as a nominee for any other party, and for investment purposes only (unless such shares are subject to resale pursuant to an effective prospectus), and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. (3) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned. HOLDER __________________________] [_________________________________] [(Date) (Signature)

EXHIBIT 10.16 OPTION TO ACQUIRE SHARES OF COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC. WHEREAS, Ronald F. Westman ("Holder") accepted his or her appointment as a member of the board of directors of National Health Partners, Inc., an Indiana corporation (the "Company"), in partial consideration for which the Company agreed to grant the Holder an option to acquire shares of the Company's common stock, $.001 par value per share ("Common Stock"); and WHEREAS, the Company wishes to grant this option to the Holder in satisfaction of its obligation to provide the Holder with such an option. NOW, THEREFORE, in consideration of the foregoing, the agreement set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: 1. Grant of Option. The Company hereby grants to the Holder on the date hereof (the "Grant Date") an option (this "Option") to purchase 350,000 shares ("Shares") of Common Stock, on the terms and subject to the conditions set forth herein. 2. Term of Option. This option shall have a maximum term of five (5) years measured from the Grant Date (the "Expiration Date") and shall accordingly expire at 5:00 p.m. eastern standard time on the Expiration Date. 3. Right to Exercise. This Option may be exercised in whole or in part in accordance with the following schedule: (i) 100,000 shares on or after the date hereof; and (ii) 250,000 shares on or after the first anniversary of the date hereof if: (x) the Holder is a member of the Board of Directors of the Company on the first anniversary of the date hereof, and (y) the Holder has been a member of the Board of Directors of the Company continuously during the period commencing on the date hereof and ending on the first anniversary of the date hereof. 4. Exercise Price. The exercise price per Share ("Exercise Price") at which this Option may be exercised shall be forty cents ($.40) per Share. 5. Method of Exercise. (a) This Option shall be exercised by execution and delivery of the Notice of Exercise attached hereto as Appendix A ("Notice of Exercise") or any other written notice approved for such purpose by the Company that shall state the election of the Holder to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Company. The Notice of Exercise shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of the Notice of Exercise accompanied by payment of the Exercise Price.

(b) No Shares shall be issued pursuant to the exercise of this Option unless such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Holder on the date on which this Option is exercised with respect to such Shares. (c) This Option may not be exercised for a fractional Share or scrip representing a fractional Share. In lieu of any fractional Share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction. (d) In no event may this Option be exercised after the Expiration Date. 6. Methods of Payment. Shares of Common Stock purchased upon the exercise of this Option may be paid for as follows: (a) in cash or by check, payable to the order of the Company; (b) if the shares of Common Stock underlying the Option are registered under the Securities Act of 1933, as amended (the "Securities Act"), by: (i) delivery by the Holder to the Company of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding, or (ii) delivery by the Holder to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company the exercise price and any required tax withholding; (c) if the shares of Common Stock underlying the Option are registered under the Securities Act, by delivery of such shares of Common Stock owned by the Holder valued at their Fair Market Value (as defined below), provided: (i) such method of payment is then permitted under applicable law, (ii) such shares of Common Stock have been owned by the Holder at least six months prior to the date of such delivery, and (iii) such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements or restrictions; (d) by reducing the number of shares of Common Stock otherwise issuable under this Option to the Holder upon the exercise of this Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; provided, however, that such method of payment is then permitted under applicable law; (e) to the extent permitted by applicable law and by the board of directors of the Company (the "Board"), in its sole discretion, by: (i) delivery of a promissory note of the Holder to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or 2

(f) by any combination of the above permitted forms of payment. For the purpose of this Agreement, "Fair Market Value" shall mean: (i) If the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value on any given date shall be the average of the highest bid and lowest ask prices of the Common Stock as reported for such date or, if no bid and ask prices were reported for such date, for the last day preceding such date for which such prices were reported; (ii) If the Common Stock is admitted to trading on a United States national securities exchange or the NASDAQ National Market System, the Fair Market Value on any given date shall be the closing price reported for the Common Stock on such exchange or system for such date or, if no sales were reported for such date, for the last day preceding such date for which a sale was reported; (iii) If the Common Stock is traded in the over-the-counter market and not on NASDAQ, the NASDAQ National Market System or any United States national securities exchange, the Fair Market Value on any given date shall be the average of the mean between the last bid and ask prices per share as reported by the National Quotation Bureau, Inc. or an equivalent generally accepted reporting service for such date or, or if not so reported, the average of the closing bid and ask prices of the Common Stock for such date as furnished to the Company by any member of the National Association of Securities Dealers, Inc. selected by the Company for that purpose; or (iv) If the Fair Market Value of the Common Stock cannot be determined on the basis previously set forth in this definition on the date that the Fair Market Value is to be determined, the Board shall in good faith determine the Fair Market Value of the Common Stock on such date. The delivery of certificates representing the shares of Common Stock to be purchased pursuant to the exercise of this Option will be contingent upon receipt from the Holder (or a purchaser acting in his stead in accordance with the provisions of this Option) by the Company of the full purchase price for the Shares and the fulfillment of any other requirements contained in this Option or imposed by applicable law. 7. Rights of Stockholder. The Holder shall not have any stockholder rights with respect to any Shares until such Holder shall have exercised this Option, paid the Exercise Price and become a holder of record of the purchased Shares. 8. Adjustment of Exercise Price and Number of Shares. The number and kind of securities purchasable upon exercise of this Option and the Exercise Price shall be subject to adjustment from time to time as follows: 3

(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Option subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock or any preferred stock as a dividend with respect to any shares of its Common Stock, then the number of Shares issuable on the exercise of this Option shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the total number of Shares purchasable under this Option (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. (b) Reclassification, Reorganization and Consolidation. In the case of any reclassification, capital reorganization or change in the Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 8(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Option to purchase, at a total price equal to that payable upon the exercise of this Option, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization or change. In any such case, appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided the aggregate purchase price shall remain the same. (c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Option or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of shares of Common Stock or other securities or property thereafter purchasable upon exercise of this Option. (d) No Impairment. The Company and the Holder will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company or the Holder, respectively, but will at all times in good faith assist in the carrying out of all the provisions of this Section 8 and in the taking of all such action as may be necessary or appropriate in order to protect the rights or the Company and the Holder against impairment.

9. Investment Intent. (a) The Holder of this Option, by acceptance hereof, acknowledges that this Option and the Shares to be issued upon exercise hereof (collectively, the "Securities") are being acquired for the Holder's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Securities. The Holder acknowledges and agrees that the Securities have not been registered under the Securities Act or under any state securities laws, and that the Securities may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws, except pursuant to an available exemption from such registration. The Holder also acknowledges and agrees that neither the Securities Exchange Commission ("SEC") nor any securities commission or other governmental authority has: (i) approved the transfer of the Securities or passed upon or endorsed the merits of the transfer of the Securities; or (ii) confirmed the accuracy of, determined the adequacy of, or reviewed this Option. The Holder has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and the Holder has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. (b) The certificates evidencing any Shares issued upon the exercise of this Option shall have endorsed thereon (except to the extent that the restrictions described in any such legend are no longer applicable) the following legend, appropriate notations thereof will be made in the Company's stock transfer books, and stop transfer instructions reflecting these restrictions on transfer will be placed with the transfer agent of the Shares. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO TRANSFER OF THE SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN OPINION OF UNITED STATES COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 10. Covenants of the Company. The Company covenants and agrees that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. 11. Replacement of Option. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Option and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Option, the Company at its expense shall execute and deliver, in lieu of this Option, a new Option of like tenor and amount. 5

12. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer If to the Holder: To the address specified for Holder in the Company's records. 13. Amendment and Waiver. This Option may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought. The parties hereto entitled to the benefits of a term or provision may waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein. 14. Headings; Definitions. The section headings contained in this Option are inserted for convenience of reference only and will not affect the meaning or interpretation of this Option. All references to sections contained herein mean sections of this Option unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms. 15. Successors and Assigns. This Option shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that the Holder may not assign his or her rights or delegate his or her obligations under this Option without the express prior written consent of the Company. Nothing in this Option is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Option. 16. Severability. If any provision of this Option or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Option shall remain in full force and effect and shall be reformed to render this Option valid and enforceable while reflecting to the greatest extent permissible the intent of the parties. 6

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 18. Counterparts. This Agreement may be executed and delivered by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. [Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Company and Holder have caused this Option to be executed this 29th day of June, 2005. National Health Partners, Inc.
By: /s/ David M. Daniels -------------------------David M. Daniels Chief Executive Officer

AGREED AND ACCEPTED:
By: /s/ Ronald F. Westman --------------------------Ronald F. Westman

8

APPENDIX A NOTICE OF EXERCISE To: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer (1) The undersigned hereby elects to purchase _____________ shares of Common Stock of the Company pursuant to the terms of the attached Option, and tenders herewith payment of the purchase price for such shares in full in accordance with the terms of the Option in the following manner (please check one or more of the following choices): / / in cash or by check; / / an irrevocable and unconditional undertaking by a creditworthy broker to deliver sufficient funds to pay the exercise price and any required tax withholding; / / a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver the exercise price and any required tax withholding; / / a promissory note; / / a reduction of the number of shares of Common Stock otherwise issuable under the Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; or / / the following consideration: _______________________________. (2) In exercising the Option, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned for investment purposes only (unless such shares are subject to resale pursuant to an effective registration statement or an exemption from registration under applicable federal and state securities laws), and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (3) Terms not otherwise defined in this Notice of Exercise shall have the meanings ascribed to such terms in the attached Option. (4) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned.

(Date) (Signature)

EXHIBIT 10.17 OPTION TO ACQUIRE SHARES OF COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC. WHEREAS, Jay Rosen ("Holder") accepted his or her appointment as a member of the board of directors of National Health Partners, Inc., an Indiana corporation (the "Company"), in partial consideration for which the Company agreed to grant the Holder an option to acquire shares of the Company's common stock, $.001 par value per share ("Common Stock"); and WHEREAS, the Company wishes to grant this option to the Holder in satisfaction of its obligation to provide the Holder with such an option. NOW, THEREFORE, in consideration of the foregoing, the agreement set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: 1. Grant of Option. The Company hereby grants to the Holder on the date hereof (the "Grant Date") an option (this "Option") to purchase 350,000 shares ("Shares") of Common Stock, on the terms and subject to the conditions set forth herein. 2. Term of Option. This option shall have a maximum term of five (5) years measured from the Grant Date (the "Expiration Date") and shall accordingly expire at 5:00 p.m. eastern standard time on the Expiration Date. 3. Right to Exercise. This Option may be exercised in whole or in part in accordance with the following schedule: (i) 100,000 shares on or after the date hereof; and (ii) 250,000 shares on or after the first anniversary of the date hereof if: (x) the Holder is a member of the Board of Directors of the Company on the first anniversary of the date hereof, and (y) the Holder has been a member of the Board of Directors of the Company continuously during the period commencing on the date hereof and ending on the first anniversary of the date hereof. 4. Exercise Price. The exercise price per Share ("Exercise Price") at which this Option may be exercised shall be forty cents ($.40) per Share. 5. Method of Exercise. (a) This Option shall be exercised by execution and delivery of the Notice of Exercise attached hereto as Appendix A ("Notice of Exercise") or any other written notice approved for such purpose by the Company that shall state the election of the Holder to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Company. The Notice of Exercise shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of the Notice of Exercise accompanied by payment of the Exercise Price.

(b) No Shares shall be issued pursuant to the exercise of this Option unless such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Holder on the date on which this Option is exercised with respect to such Shares. (c) This Option may not be exercised for a fractional Share or scrip representing a fractional Share. In lieu of any fractional Share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction. (d) In no event may this Option be exercised after the Expiration Date. 6. Methods of Payment. Shares of Common Stock purchased upon the exercise of this Option may be paid for as follows: (a) in cash or by check, payable to the order of the Company; (b) if the shares of Common Stock underlying the Option are registered under the Securities Act of 1933, as amended (the "Securities Act"), by: (i) delivery by the Holder to the Company of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding, or (ii) delivery by the Holder to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company the exercise price and any required tax withholding; (c) if the shares of Common Stock underlying the Option are registered under the Securities Act, by delivery of such shares of Common Stock owned by the Holder valued at their Fair Market Value (as defined below), provided: (i) such method of payment is then permitted under applicable law, (ii) such shares of Common Stock have been owned by the Holder at least six months prior to the date of such delivery, and (iii) such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements or restrictions; (d) by reducing the number of shares of Common Stock otherwise issuable under this Option to the Holder upon the exercise of this Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; provided, however, that such method of payment is then permitted under applicable law; (e) to the extent permitted by applicable law and by the board of directors of the Company (the "Board"), in its sole discretion, by: (i) delivery of a promissory note of the Holder to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or (f) by any combination of the above permitted forms of payment. 2

For the purpose of this Agreement, "Fair Market Value" shall mean: (i) If the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value on any given date shall be the average of the highest bid and lowest ask prices of the Common Stock as reported for such date or, if no bid and ask prices were reported for such date, for the last day preceding such date for which such prices were reported; (ii) If the Common Stock is admitted to trading on a United States national securities exchange or the NASDAQ National Market System, the Fair Market Value on any given date shall be the closing price reported for the Common Stock on such exchange or system for such date or, if no sales were reported for such date, for the last day preceding such date for which a sale was reported; (iii) If the Common Stock is traded in the over-the-counter market and not on NASDAQ, the NASDAQ National Market System or any United States national securities exchange, the Fair Market Value on any given date shall be the average of the mean between the last bid and ask prices per share as reported by the National Quotation Bureau, Inc. or an equivalent generally accepted reporting service for such date or, or if not so reported, the average of the closing bid and ask prices of the Common Stock for such date as furnished to the Company by any member of the National Association of Securities Dealers, Inc. selected by the Company for that purpose; or (iv) If the Fair Market Value of the Common Stock cannot be determined on the basis previously set forth in this definition on the date that the Fair Market Value is to be determined, the Board shall in good faith determine the Fair Market Value of the Common Stock on such date. The delivery of certificates representing the shares of Common Stock to be purchased pursuant to the exercise of this Option will be contingent upon receipt from the Holder (or a purchaser acting in his stead in accordance with the provisions of this Option) by the Company of the full purchase price for the Shares and the fulfillment of any other requirements contained in this Option or imposed by applicable law. 7. Rights of Stockholder. The Holder shall not have any stockholder rights with respect to any Shares until such Holder shall have exercised this Option, paid the Exercise Price and become a holder of record of the purchased Shares. 8. Adjustment of Exercise Price and Number of Shares. The number and kind of securities purchasable upon exercise of this Option and the Exercise Price shall be subject to adjustment from time to time as follows: (a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Option subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock or any preferred stock as a dividend with respect to any shares of its Common Stock, then the number of Shares issuable on the exercise of this Option shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the total number of Shares purchasable under this Option (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. 3

(b) Reclassification, Reorganization and Consolidation. In the case of any reclassification, capital reorganization or change in the Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 8(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Option to purchase, at a total price equal to that payable upon the exercise of this Option, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization or change. In any such case, appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided the aggregate purchase price shall remain the same. (c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Option or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of shares of Common Stock or other securities or property thereafter purchasable upon exercise of this Option. (d) No Impairment. The Company and the Holder will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company or the Holder, respectively, but will at all times in good faith assist in the carrying out of all the provisions of this Section 8 and in the taking of all such action as may be necessary or appropriate in order to protect the rights or the Company and the Holder against impairment. 9. Investment Intent. (a) The Holder of this Option, by acceptance hereof, acknowledges that this Option and the Shares to be issued upon exercise hereof (collectively, the "Securities") are being acquired for the Holder's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Securities. The Holder acknowledges and agrees that the Securities have not been registered under the Securities Act or under any state securities laws, and that the Securities may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws, except pursuant to an available exemption from such registration. The Holder also acknowledges and agrees that neither the Securities Exchange Commission ("SEC") nor any securities commission or other governmental authority has: (i) approved the transfer of the Securities or passed upon or endorsed the merits of the transfer of the Securities; or (ii) confirmed the accuracy of, determined the adequacy of, or reviewed this Option. The Holder has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and the Holder has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. 4

(b) The certificates evidencing any Shares issued upon the exercise of this Option shall have endorsed thereon (except to the extent that the restrictions described in any such legend are no longer applicable) the following legend, appropriate notations thereof will be made in the Company's stock transfer books, and stop transfer instructions reflecting these restrictions on transfer will be placed with the transfer agent of the Shares. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO TRANSFER OF THE SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN OPINION OF UNITED STATES COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 10. Covenants of the Company. The Company covenants and agrees that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. 11. Replacement of Option. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Option and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Option, the Company at its expense shall execute and deliver, in lieu of this Option, a new Option of like tenor and amount. 5

12. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer If to the Holder: To the address specified for Holder in the Company's records. 13. Amendment and Waiver. This Option may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought. The parties hereto entitled to the benefits of a term or provision may waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein. 14. Headings; Definitions. The section headings contained in this Option are inserted for convenience of reference only and will not affect the meaning or interpretation of this Option. All references to sections contained herein mean sections of this Option unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms. 15. Successors and Assigns. This Option shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that the Holder may not assign his or her rights or delegate his or her obligations under this Option without the express prior written consent of the Company. Nothing in this Option is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Option. 16. Severability. If any provision of this Option or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Option shall remain in full force and effect and shall be reformed to render this Option valid and enforceable while reflecting to the greatest extent permissible the intent of the parties. 6

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 18. Counterparts. This Agreement may be executed and delivered by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. [Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Company and Holder have caused this Option to be executed this 29th day of June, 2005. National Health Partners, Inc.
By: /s/ David M. Daniels -------------------------David M. Daniels Chief Executive Officer

AGREED AND ACCEPTED:
By: /s/ Jay Rosen ----------------------Jay Rosen

8

APPENDIX A NOTICE OF EXERCISE To: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer (1) The undersigned hereby elects to purchase _____________ shares of Common Stock of the Company pursuant to the terms of the attached Option, and tenders herewith payment of the purchase price for such shares in full in accordance with the terms of the Option in the following manner (please check one or more of the following choices): / / in cash or by check; / / an irrevocable and unconditional undertaking by a creditworthy broker to deliver sufficient funds to pay the exercise price and any required tax withholding; / / a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver the exercise price and any required tax withholding; / / a promissory note; / / a reduction of the number of shares of Common Stock otherwise issuable under the Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; or / / the following consideration: _______________________________. (2) In exercising the Option, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned for investment purposes only (unless such shares are subject to resale pursuant to an effective registration statement or an exemption from registration under applicable federal and state securities laws), and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (3) Terms not otherwise defined in this Notice of Exercise shall have the meanings ascribed to such terms in the attached Option. (4) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned.

(Date) (Signature)

EXHIBIT 10.18 OPTION TO ACQUIRE SHARES OF COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC. WHEREAS, National Health Partners, Inc., an Indiana corporation (the "Company"), and Alex Soufflas ("Holder") entered into an employment arrangement on August 15, 2005 pursuant to which the Holder agreed to be employed by the Company in partial consideration for which the Company agreed to grant the Holder an option to acquire shares of the Company's common stock, $.001 par value per share ("Common Stock"); and WHEREAS, the Company wishes to grant this option to the Holder in satisfaction of its obligation to provide the Holder with such an option. NOW, THEREFORE, in consideration of the foregoing, the agreement set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: 1. Grant of Option. The Company hereby grants to the Holder on the date hereof (the "Grant Date") an option (this "Option") to purchase 1,000,000 shares ("Shares") of Common Stock, on the terms and subject to the conditions set forth herein. 2. Term of Option. This option shall have a maximum term of ten (10) years measured from the Grant Date (the "Expiration Date") and shall accordingly expire at 5:00 p.m. eastern standard time on the Expiration Date. 3. Right to Exercise. This Option may be exercised in whole or in part in accordance with the following schedule: (i) 250,000 shares on or after February 1, 2006; (ii) 250,000 shares on or after February 1, 2007; (iii) 250,000 shares on or after February 1, 2008; and (iv) 250,000 shares on or after February 1, 2009. 4. Exercise Price. The exercise price per Share ("Exercise Price") at which this Option may be exercised shall be forty cents ($.40) per Share. 5. Method of Exercise. (a) This Option shall be exercised by execution and delivery of the Notice of Exercise attached hereto as Appendix A ("Notice of Exercise") or any other written notice approved for such purpose by the Company that shall state the election of the Holder to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Company. The Notice of Exercise shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of the Notice of Exercise accompanied by payment of the Exercise Price.

(b) No Shares shall be issued pursuant to the exercise of this Option unless such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Holder on the date on which this Option is exercised with respect to such Shares. (c) This Option may not be exercised for a fractional Share or scrip representing a fractional Share. In lieu of any fractional Share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction. (d) In no event may this Option be exercised after the Expiration Date. 6. Methods of Payment. Shares of Common Stock purchased upon the exercise of this Option may be paid for as follows: (a) in cash or by check, payable to the order of the Company; (b) if the shares of Common Stock underlying the Option are registered under the Securities Act of 1933, as amended (the "Securities Act"), by: (i) delivery by the Holder to the Company of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding, or (ii) delivery by the Holder to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company the exercise price and any required tax withholding; (c) if the shares of Common Stock underlying the Option are registered under the Securities Act, by delivery of such shares of Common Stock owned by the Holder valued at their Fair Market Value (as defined below), provided: (i) such method of payment is then permitted under applicable law, (ii) such shares of Common Stock have been owned by the Holder at least six months prior to the date of such delivery, and (iii) such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements or restrictions; (d) by reducing the number of shares of Common Stock otherwise issuable under this Option to the Holder upon the exercise of this Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; provided, however, that such method of payment is then permitted under applicable law; (e) to the extent permitted by applicable law and by the board of directors of the Company (the "Board"), in its sole discretion, by: (i) delivery of a promissory note of the Holder to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or 2

(f) by any combination of the above permitted forms of payment. For the purpose of this Agreement, "Fair Market Value" shall mean: (i) If the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value on any given date shall be the average of the highest bid and lowest ask prices of the Common Stock as reported for such date or, if no bid and ask prices were reported for such date, for the last day preceding such date for which such prices were reported; (ii) If the Common Stock is admitted to trading on a United States national securities exchange or the NASDAQ National Market System, the Fair Market Value on any given date shall be the closing price reported for the Common Stock on such exchange or system for such date or, if no sales were reported for such date, for the last day preceding such date for which a sale was reported; (iii) If the Common Stock is traded in the over-the-counter market and not on NASDAQ, the NASDAQ National Market System or any United States national securities exchange, the Fair Market Value on any given date shall be the average of the mean between the last bid and ask prices per share as reported by the National Quotation Bureau, Inc. or an equivalent generally accepted reporting service for such date or, or if not so reported, the average of the closing bid and ask prices of the Common Stock for such date as furnished to the Company by any member of the National Association of Securities Dealers, Inc. selected by the Company for that purpose; or (iv) If the Fair Market Value of the Common Stock cannot be determined on the basis previously set forth in this definition on the date that the Fair Market Value is to be determined, the Board shall in good faith determine the Fair Market Value of the Common Stock on such date. The delivery of certificates representing the shares of Common Stock to be purchased pursuant to the exercise of this Option will be contingent upon receipt from the Holder (or a purchaser acting in his stead in accordance with the provisions of this Option) by the Company of the full purchase price for the Shares and the fulfillment of any other requirements contained in this Option or imposed by applicable law. 7. Rights of Stockholder. The Holder shall not have any stockholder rights with respect to any Shares until such Holder shall have exercised this Option, paid the Exercise Price and become a holder of record of the purchased Shares. 8. Adjustment of Exercise Price and Number of Shares. The number and kind of securities purchasable upon exercise of this Option and the Exercise Price shall be subject to adjustment from time to time as follows: (a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Option subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock or any preferred stock as a dividend with respect to any shares of its Common Stock, then the number of Shares issuable on the exercise of this Option shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the total number of Shares purchasable under this Option (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. 3

(b) Reclassification, Reorganization and Consolidation. In the case of any reclassification, capital reorganization or change in the Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 8(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Option to purchase, at a total price equal to that payable upon the exercise of this Option, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization or change. In any such case, appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided the aggregate purchase price shall remain the same. (c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Option or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of shares of Common Stock or other securities or property thereafter purchasable upon exercise of this Option. (d) No Impairment. The Company and the Holder will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company or the Holder, respectively, but will at all times in good faith assist in the carrying out of all the provisions of this Section 8 and in the taking of all such action as may be necessary or appropriate in order to protect the rights or the Company and the Holder against impairment. 9. Termination of Option. (a) Termination by Death. If Holder's employment by, or other relationship with, the Company terminates by reason of death, this Option may thereafter be exercised, in whole or in part to the extent exercisable on the date of such termination of employment, by the legal representative or legatee of the Holder until the earlier of the date that is 90 days after the date of such termination of employment or the Expiration Date. 4

(b) Termination by Reason of Disability or Retirement. (i) Disability. If Holder's employment by, or other relationship with, the Company terminates by reason of disability as set forth in Section 22(e)(3) of the Internal Revenue Code ("Disability"), this Option may thereafter be exercised, in whole or in part to the extent exercisable on the date of such termination of employment, until the earlier of the date that is 90 days after the date of such termination of employment or the Expiration Date. (ii) Retirement. If Holder retires in good standing from active employment or service with the Company in accordance with the retirement policies of the Company then in effect ("Retirement"), this Option may thereafter be exercised, in whole or in part to the extent exercisable on the date of such termination of employment, until the earlier of the date that is 90 days after the date of such termination of employment or the Expiration Date. (iii) Disability and Retirement Determination. The Board shall have sole authority and discretion to determine whether the Holder's employment or services has been terminated by reason of Disability or Retirement. (c) Termination for Cause. If the Holder's employment by, or other relationship with, the Company terminates for "Cause," this Option shall immediately terminate and be of no further force and effect; provided, however, that the Board may, in its sole discretion, provide that this Option may be exercised until the earlier of the date that is 90 days after the date of such termination of employment or the Expiration Date. Termination for "Cause" shall mean and be limited to the following conduct of the Holder: (i) Intentional misconduct as an employee of the Company, including but not limited to any intentional misappropriation of funds or property of the Company, any intentional attempt to obtain any personal profit from any transaction in which the Holder has an interest that is materially adverse to the Company, any intentional breach of the duty of care or loyalty owed by the Holder to the Company, or any other intentional act or intentional omission of the Holder that substantially impairs the Company's ability to conduct its ordinary business in its usual manner; (ii) Material neglect or refusal to perform Holder's duties as an employee of the Company if not reasonably cured within two (2) weeks after receiving notice thereof; (iii) Conviction of a felony or plea of guilty or nolo contendere to a felony; (iv) Intentional acts of dishonesty by the Holder as an employee of the Company having a material adverse effect on the Company, including any intentional act or intentional omission that subjects the Company to public scandal or ridicule, or that causes the Company to be sanctioned by a governmental authority as a result of a violation of governmental regulations; and (v) Intentional disclosure or use of material confidential information of the Company, other than as specifically authorized and required in the performance of Holder's duties as an employee of the Company, having a material adverse effect on the Company. (d) Other Termination. If the Holder's employment by, or other relationship with, the Company terminates for any reason other than death, Disability, Retirement or for Cause, this Option may thereafter be exercised, in whole or in part to the extent exercisable on the date of such termination of employment, until the earlier of the date that is 90 days after the date of such termination of employment (unless otherwise extended by the Board to a later date) or the Expiration Date. 5

(e) Transfer and Leave of Absence. For purposes of this Option, the following events shall not be deemed a termination of employment: (i) a transfer of employment between any of the Company, a parent, a subsidiary or any other affiliate of the Company, and (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Board, if the Holder's right to re-employment is guaranteed by a statute, by contract or under the policy pursuant to which the leave of absence was granted, or if the Board otherwise so provides in writing. 10. Investment Intent. (a) The Holder of this Option, by acceptance hereof, acknowledges that this Option and the Shares to be issued upon exercise hereof (collectively, the "Securities") are being acquired for the Holder's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Securities. The Holder acknowledges and agrees that the Securities have not been registered under the Securities Act or under any state securities laws, and that the Securities may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws, except pursuant to an available exemption from such registration. The Holder also acknowledges and agrees that neither the Securities Exchange Commission ("SEC") nor any securities commission or other governmental authority has: (i) approved the transfer of the Securities or passed upon or endorsed the merits of the transfer of the Securities; or (ii) confirmed the accuracy of, determined the adequacy of, or reviewed this Option. The Holder has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and the Holder has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. (b) The certificates evidencing any Shares issued upon the exercise of this Option shall have endorsed thereon (except to the extent that the restrictions described in any such legend are no longer applicable) the following legend, appropriate notations thereof will be made in the Company's stock transfer books, and stop transfer instructions reflecting these restrictions on transfer will be placed with the transfer agent of the Shares. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO TRANSFER OF THE SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN OPINION OF UNITED STATES COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 6

11. Covenants of the Company. The Company covenants and agrees that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. 12. Replacement of Option. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Option and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Option, the Company at its expense shall execute and deliver, in lieu of this Option, a new Option of like tenor and amount. 13. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer If to the Holder: To the address specified for Holder in the Company's records. 14. Amendment and Waiver. This Option may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought. The parties hereto entitled to the benefits of a term or provision may waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein. 7

15. Headings; Definitions. The section headings contained in this Option are inserted for convenience of reference only and will not affect the meaning or interpretation of this Option. All references to sections contained herein mean sections of this Option unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms. 16. Successors and Assigns. This Option shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that no party hereto may assign its rights or delegate its obligations under this Option without the express prior written consent of the other party hereto. Nothing in this Option is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Option. 17. Severability. If any provision of this Option or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Option shall remain in full force and effect and shall be reformed to render this Option valid and enforceable while reflecting to the greatest extent permissible the intent of the parties. 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 19. Counterparts. This Agreement may be executed and delivered by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. [Remainder of page intentionally left blank] 8

IN WITNESS WHEREOF, the Company and Holder have caused this Option to be executed this 15th day of August, 2005. National Health Partners, Inc.
By: /s/ David M. Daniels -------------------------David M. Daniels Chief Executive Officer

AGREED AND ACCEPTED:
By: /s/ Alex Soufflas ---------------------Alex Soufflas

9

APPENDIX A NOTICE OF EXERCISE To: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer (1) The undersigned hereby elects to purchase _____________ shares of Common Stock of the Company pursuant to the terms of the attached Option, and tenders herewith payment of the purchase price for such shares in full in accordance with the terms of the Option in the following manner (please check one or more of the following choices): / / in cash or by check; / / an irrevocable and unconditional undertaking by a creditworthy broker to deliver sufficient funds to pay the exercise price and any required tax withholding; / / a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver the exercise price and any required tax withholding; / / a promissory note; / / a reduction of the number of shares of Common Stock otherwise issuable under the Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; or / / the following consideration: ______________________________. (2) In exercising the Option, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned for investment purposes only (unless such shares are subject to resale pursuant to an effective registration statement or an exemption from registration under applicable federal and state securities laws), and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (3) Terms not otherwise defined in this Notice of Exercise shall have the meanings ascribed to such terms in the attached Option. (4) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned.

(Date) (Signature)

EXHIBIT 10.19 OPTION TO ACQUIRE SHARES OF COMMON STOCK OF NATIONAL HEALTH PARTNERS, INC. WHEREAS, National Health Partners, Inc., an Indiana corporation (the "Company"), and David A. Taylor ("Holder") entered into an employment arrangement on August 15, 2005 pursuant to which the Holder agreed to be employed by the Company in partial consideration for which the Company agreed to grant the Holder an option to acquire shares of the Company's common stock, $.001 par value per share ("Common Stock"); and WHEREAS, the Company wishes to grant this option to the Holder in satisfaction of its obligation to provide the Holder with such an option. NOW, THEREFORE, in consideration of the foregoing, the agreement set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: 1. Grant of Option. The Company hereby grants to the Holder on the date hereof (the "Grant Date") an option (this "Option") to purchase 1,000,000 shares ("Shares") of Common Stock, on the terms and subject to the conditions set forth herein. 2. Term of Option. This option shall have a maximum term of ten (10) years measured from the Grant Date (the "Expiration Date") and shall accordingly expire at 5:00 p.m. eastern standard time on the Expiration Date. 3. Right to Exercise. This Option may be exercised in whole or in part in accordance with the following schedule: (i) 250,000 shares on or after February 1, 2006; (ii) 250,000 shares on or after February 1, 2007; (iii) 250,000 shares on or after February 1, 2008; and (iv) 250,000 shares on or after February 1, 2009. 4. Exercise Price. The exercise price per Share ("Exercise Price") at which this Option may be exercised shall be forty cents ($.40) per Share. 5. Method of Exercise. (a) This Option shall be exercised by execution and delivery of the Notice of Exercise attached hereto as Appendix A ("Notice of Exercise") or any other written notice approved for such purpose by the Company that shall state the election of the Holder to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such Shares as may be required by the Company. The Notice of Exercise shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of the Notice of Exercise accompanied by payment of the Exercise Price.

(b) No Shares shall be issued pursuant to the exercise of this Option unless such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Holder on the date on which this Option is exercised with respect to such Shares. (c) This Option may not be exercised for a fractional Share or scrip representing a fractional Share. In lieu of any fractional Share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction. (d) In no event may this Option be exercised after the Expiration Date. 6. Methods of Payment. Shares of Common Stock purchased upon the exercise of this Option may be paid for as follows: (a) in cash or by check, payable to the order of the Company; (b) if the shares of Common Stock underlying the Option are registered under the Securities Act of 1933, as amended (the "Securities Act"), by: (i) delivery by the Holder to the Company of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding, or (ii) delivery by the Holder to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company the exercise price and any required tax withholding; (c) if the shares of Common Stock underlying the Option are registered under the Securities Act, by delivery of such shares of Common Stock owned by the Holder valued at their Fair Market Value (as defined below), provided: (i) such method of payment is then permitted under applicable law, (ii) such shares of Common Stock have been owned by the Holder at least six months prior to the date of such delivery, and (iii) such shares of Common Stock are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements or restrictions; (d) by reducing the number of shares of Common Stock otherwise issuable under this Option to the Holder upon the exercise of this Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; provided, however, that such method of payment is then permitted under applicable law; (e) to the extent permitted by applicable law and by the board of directors of the Company (the "Board"), in its sole discretion, by: (i) delivery of a promissory note of the Holder to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or 2

(f) by any combination of the above permitted forms of payment. For the purpose of this Agreement, "Fair Market Value" shall mean: (i) If the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value on any given date shall be the average of the highest bid and lowest ask prices of the Common Stock as reported for such date or, if no bid and ask prices were reported for such date, for the last day preceding such date for which such prices were reported; (ii) If the Common Stock is admitted to trading on a United States national securities exchange or the NASDAQ National Market System, the Fair Market Value on any given date shall be the closing price reported for the Common Stock on such exchange or system for such date or, if no sales were reported for such date, for the last day preceding such date for which a sale was reported; (iii) If the Common Stock is traded in the over-the-counter market and not on NASDAQ, the NASDAQ National Market System or any United States national securities exchange, the Fair Market Value on any given date shall be the average of the mean between the last bid and ask prices per share as reported by the National Quotation Bureau, Inc. or an equivalent generally accepted reporting service for such date or, or if not so reported, the average of the closing bid and ask prices of the Common Stock for such date as furnished to the Company by any member of the National Association of Securities Dealers, Inc. selected by the Company for that purpose; or (iv) If the Fair Market Value of the Common Stock cannot be determined on the basis previously set forth in this definition on the date that the Fair Market Value is to be determined, the Board shall in good faith determine the Fair Market Value of the Common Stock on such date. The delivery of certificates representing the shares of Common Stock to be purchased pursuant to the exercise of this Option will be contingent upon receipt from the Holder (or a purchaser acting in his stead in accordance with the provisions of this Option) by the Company of the full purchase price for the Shares and the fulfillment of any other requirements contained in this Option or imposed by applicable law. 7. Rights of Stockholder. The Holder shall not have any stockholder rights with respect to any Shares until such Holder shall have exercised this Option, paid the Exercise Price and become a holder of record of the purchased Shares. 8. Adjustment of Exercise Price and Number of Shares. The number and kind of securities purchasable upon exercise of this Option and the Exercise Price shall be subject to adjustment from time to time as follows: 3

(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Option subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock or any preferred stock as a dividend with respect to any shares of its Common Stock, then the number of Shares issuable on the exercise of this Option shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the total number of Shares purchasable under this Option (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. (b) Reclassification, Reorganization and Consolidation. In the case of any reclassification, capital reorganization or change in the Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 8(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Option to purchase, at a total price equal to that payable upon the exercise of this Option, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization or change. In any such case, appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided the aggregate purchase price shall remain the same. (c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Option or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of shares of Common Stock or other securities or property thereafter purchasable upon exercise of this Option. (d) No Impairment. The Company and the Holder will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company or the Holder, respectively, but will at all times in good faith assist in the carrying out of all the provisions of this Section 8 and in the taking of all such action as may be necessary or appropriate in order to protect the rights or the Company and the Holder against impairment. 9. Termination of Option. (a) Termination by Death. If Holder's employment by, or other relationship with, the Company terminates by reason of death, this Option may thereafter be exercised, in whole or in part to the extent exercisable on the date of such termination of employment, by the legal representative or legatee of the Holder until the earlier of the date that is 90 days after the date of such termination of employment or the Expiration Date. 4

(b) Termination by Reason of Disability or Retirement. (i) Disability. If Holder's employment by, or other relationship with, the Company terminates by reason of disability as set forth in Section 22(e)(3) of the Internal Revenue Code ("Disability"), this Option may thereafter be exercised, in whole or in part to the extent exercisable on the date of such termination of employment, until the earlier of the date that is 90 days after the date of such termination of employment or the Expiration Date. (ii) Retirement. If Holder retires in good standing from active employment or service with the Company in accordance with the retirement policies of the Company then in effect ("Retirement"), this Option may thereafter be exercised, in whole or in part to the extent exercisable on the date of such termination of employment, until the earlier of the date that is 90 days after the date of such termination of employment or the Expiration Date. (iii) Disability and Retirement Determination. The Board shall have sole authority and discretion to determine whether the Holder's employment or services has been terminated by reason of Disability or Retirement. (c) Termination for Cause. If the Holder's employment by, or other relationship with, the Company terminates for "Cause," this Option shall immediately terminate and be of no further force and effect; provided, however, that the Board may, in its sole discretion, provide that this Option may be exercised until the earlier of the date that is 90 days after the date of such termination of employment or the Expiration Date. Termination for "Cause" shall mean and be limited to the following conduct of the Holder: (i) Intentional misconduct as an employee of the Company, including but not limited to any intentional misappropriation of funds or property of the Company, any intentional attempt to obtain any personal profit from any transaction in which the Holder has an interest that is materially adverse to the Company, any intentional breach of the duty of care or loyalty owed by the Holder to the Company, or any other intentional act or intentional omission of the Holder that substantially impairs the Company's ability to conduct its ordinary business in its usual manner; (ii) Material neglect or refusal to perform Holder's duties as an employee of the Company if not reasonably cured within two (2) weeks after receiving notice thereof; (iii) Conviction of a felony or plea of guilty or nolo contendere to a felony; (iv) Intentional acts of dishonesty by the Holder as an employee of the Company having a material adverse effect on the Company, including any intentional act or intentional omission that subjects the Company to public scandal or ridicule, or that causes the Company to be sanctioned by a governmental authority as a result of a violation of governmental regulations; and (v) Intentional disclosure or use of material confidential information of the Company, other than as specifically authorized and required in the performance of Holder's duties as an employee of the Company, having a material adverse effect on the Company. (d) Other Termination. If the Holder's employment by, or other relationship with, the Company terminates for any reason other than death, Disability, Retirement or for Cause, this Option may thereafter be exercised, in whole or in part to the extent exercisable on the date of such termination of employment, until the earlier of the date that is 90 days after the date of such termination of employment (unless otherwise extended by the Board to a later date) or the Expiration Date. 5

(e) Transfer and Leave of Absence. For purposes of this Option, the following events shall not be deemed a termination of employment: (i) a transfer of employment between any of the Company, a parent, a subsidiary or any other affiliate of the Company, and (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Board, if the Holder's right to re-employment is guaranteed by a statute, by contract or under the policy pursuant to which the leave of absence was granted, or if the Board otherwise so provides in writing. 10. Investment Intent. (a) The Holder of this Option, by acceptance hereof, acknowledges that this Option and the Shares to be issued upon exercise hereof (collectively, the "Securities") are being acquired for the Holder's own account for investment purposes only and not with a view to, or with any present intention of, distributing or reselling any of such Securities. The Holder acknowledges and agrees that the Securities have not been registered under the Securities Act or under any state securities laws, and that the Securities may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws, except pursuant to an available exemption from such registration. The Holder also acknowledges and agrees that neither the Securities Exchange Commission ("SEC") nor any securities commission or other governmental authority has: (i) approved the transfer of the Securities or passed upon or endorsed the merits of the transfer of the Securities; or (ii) confirmed the accuracy of, determined the adequacy of, or reviewed this Option. The Holder has such knowledge, sophistication and experience in financial, tax and business matters in general, and investments in securities in particular, that it is capable of evaluating the merits and risks of this investment in the Securities, and the Holder has made such investigations in connection herewith as it deemed necessary or desirable so as to make an informed investment decision without relying upon the Company for legal or tax advice related to this investment. (b) The certificates evidencing any Shares issued upon the exercise of this Option shall have endorsed thereon (except to the extent that the restrictions described in any such legend are no longer applicable) the following legend, appropriate notations thereof will be made in the Company's stock transfer books, and stop transfer instructions reflecting these restrictions on transfer will be placed with the transfer agent of the Shares. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NO TRANSFER OF THE SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO THE ISSUER A WRITTEN OPINION OF UNITED STATES COUNSEL OF RECOGNIZED STANDING, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 6

11. Covenants of the Company. The Company covenants and agrees that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock with no personal liability resulting solely from the ownership of such shares and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company. 12. Replacement of Option. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Option and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Option, the Company at its expense shall execute and deliver, in lieu of this Option, a new Option of like tenor and amount. 13. Notices. All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax or other electronic transmission service to the appropriate address or number as set forth below: If to the Company: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer If to the Holder: To the address specified for Holder in the Company's records. 14. Amendment and Waiver. This Option may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the party against whom enforcement of any such amendment, modification or supplement is sought. The parties hereto entitled to the benefits of a term or provision may waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument or instruments in writing signed by the party against whom enforcement of any such waiver is sought. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein. 7

15. Headings; Definitions. The section headings contained in this Option are inserted for convenience of reference only and will not affect the meaning or interpretation of this Option. All references to sections contained herein mean sections of this Option unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms. 16. Successors and Assigns. This Option shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that no party hereto may assign its rights or delegate its obligations under this Option without the express prior written consent of the other party hereto. Nothing in this Option is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Option. 17. Severability. If any provision of this Option or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Option shall remain in full force and effect and shall be reformed to render this Option valid and enforceable while reflecting to the greatest extent permissible the intent of the parties. 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 19. Counterparts. This Agreement may be executed and delivered by facsimile in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. [Remainder of page intentionally left blank] 8

IN WITNESS WHEREOF, the Company and Holder have caused this Option to be executed this 15th day of August, 2005. National Health Partners, Inc.
By: /s/ David M. Daniels -------------------------David M. Daniels Chief Executive Officer

AGREED AND ACCEPTED:
By: /s/ David A. Taylor --------------------------David A. Taylor

9

APPENDIX A NOTICE OF EXERCISE To: National Health Partners, Inc. 120 Gibraltar Road Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer (1) The undersigned hereby elects to purchase _____________ shares of Common Stock of the Company pursuant to the terms of the attached Option, and tenders herewith payment of the purchase price for such shares in full in accordance with the terms of the Option in the following manner (please check one or more of the following choices): / / in cash or by check; / / an irrevocable and unconditional undertaking by a creditworthy broker to deliver sufficient funds to pay the exercise price and any required tax withholding; / / a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver the exercise price and any required tax withholding; / / a promissory note; / / a reduction of the number of shares of Common Stock otherwise issuable under the Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregated exercise price; or / / the following consideration: _______________________________. (2) In exercising the Option, the undersigned hereby confirms and acknowledges that the shares of Common Stock to be issued upon conversion thereof are being acquired solely for the account of the undersigned for investment purposes only (unless such shares are subject to resale pursuant to an effective registration statement or an exemption from registration under applicable federal and state securities laws), and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (3) Terms not otherwise defined in this Notice of Exercise shall have the meanings ascribed to such terms in the attached Option. (4) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned.

(Date) (Signature)

Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of National Health Partners, Inc. and Subsidiaries on Form SB-2/A of our audit report, dated February 9, 2005 of National Health Partners, Inc. and Subsidiaries which includes an emphasis paragraph relating to an uncertainty as to the Company's ability to continue as a going concern appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the captions "Experts" in the Prospectus.
/s/ HJ & Associates, LLC

HJ & Associates, LLC Salt Lake City, Utah September 29, 2005