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Network Access And Repricing Agreement - NATIONAL HEALTH PARTNERS INC - 12-12-2005

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Network Access And Repricing Agreement - NATIONAL HEALTH PARTNERS INC - 12-12-2005 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: i. 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.

ii.

iii.

iv.

v.

vi.

2.03

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,

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 Access(TM), ANY DOCTOR(TM) 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.
By: /s/ R. Dennis Bowers --------------------------------------------Dr. R. Dennis Bowers: Title: CEO

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

EXHIBIT A CAREXPRESS agrees to satisfy the following requirements for each Cardholder who is entitled to access the Network(s) and to receive FA's repricing services pursuant to this Agreement: 1. CAREXPRESS shall provide each new member with identification cards containing the appropriate toll-free number which card must be presented to the Network(s) provider prior to the time that healthcare services are rendered to the Cardholders or dependents; 2. CAREXPRESS shall communicate with and educate its Cardholders concerning applicable procedures to be followed in connection with access to FA's repricing services hereunder.

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. PPO NEXT 3,700 337,307 3,800 2. International Med Care 4,000 350,000 75,000

EXHIBIT C MEMBER TERMS AND CONDITIONS 1. Member understands that is not an insurance plan or program. No payments to medical providers or members will be made by CAREEXPRESS savings plan. 2. CAREEXPRESS provides savings to its members on medical services through a number of medical networks. In order to access these networks and the related discounts, member or member's dependents must pay the medical providers promptly. Payments on all medical bills are due and payable at the time of service. The member has no out-of-network benefits and must use a contracted provider in order to receive any benefits. 3. As a service to members, CAREEXPRESS company Medical savings program may provide network rate information to medical providers under this program. If the information provided results in an underpayment to a medical provider, member agrees to pay the medical provider for any shortages within ten (10) days of notice to such member of the inappropriate reimbursement. If the information provided results in an overpayment to a medical provider, CAREEXPRESS Company will assist member to the best of its ability to collect any such amount from the appropriate party. 4. Neither CAREEXPRESS Company nor any of its affiliates, nor any network accessed shall be liable for any payment to a provider accessed under the CAREEXPRESS company program, or any refusal of participating providers to accept the network rates offered under this program. CAREEXPRESS company savings, its affiliates or any network accessed is not an insurer, guarantor or underwriter of the responsibility or liability of Member for Member's or Member's dependent's medical care or any other goods or services provided to Member or Member's dependents. 5. The providers listed in this directory are subject to change without notice. Member may call CAREEXPRESS company provider referral line at 800-769-1259 for current provider information. 6. Participating Medical Providers are independent contractors and, CAREEXPRESS Company and its affiliates and its contracted networks are not responsible for health care provided or the omission of the provision of health care by any provider. CAREEXPRESS Company does not practice medicine or in any manner interfere with or participate in the provider-patient relationship. All health care decisions are between the patient and a provider. The selection of a provider is the obligation and decision of the patient and is not based upon the credentialing or any recommendation by CAREEXPRESS Company, its affiliates or its contracted networks. 7. CAREEXPRESS company Medical savings reserves the right to terminate any member for failure to pay a medical provider accessed under the CAREEXPRESS company Medical savings program under the terms provided. 8. Members may cancel their CAREEXPRESS company Medical savings program at any time upon written notice to the company and return of the ID cards.

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. [**] AdvancePCS shall retain [**] of the 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 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 pharmaceutical products dispensed to a Member under the Plan during such period. Page 7

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, P A 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. - As provided in Section 3.1 of the Agreement, AdvancePCS shall retain [**] of the Rebates collected from Manufacturers [**] ** 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. G. 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. H. 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"). I. 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 ------PAGE ----

Summary of Terms and Certain Definitions..............................1 Premises..............................................................2 Acceptance of Premises................................................2 Use; Compliance.......................................................2 Term..................................................................3 Minimum Annual Rent...................................................4 Operation of Property; Payment of Expenses............................4 Signs.................................................................7 Alterations and Fixtures..............................................7 Mechanics' Liens......................................................8 Landlord's Right to Relocate Tenant; Right of Entry...................8 Damage by Fire or Other Casualty......................................9 Condemnation..........................................................9 Non-Abatement of Rent................................................10 Indemnification of Landlord..........................................10 Waiver of Claims.....................................................10 Quiet Enjoyment......................................................10 Assignment and Subletting............................................11 Subordination; Mortgagee's Rights....................................12 Recording; Tenant's Certificate......................................12 Surrender; Abandoned Property........................................12 -i-

22. 23. 24. 25. 26. 27. 28. ADDENDUM -------SS. --29. 30. 31. 32.

Curing Tenant's Defaults.............................................13 Defaults - Remedies..................................................13 Representations of Tenant............................................16 Liability of Landlord................................................17 Interpretation; Definitions..........................................17 Notices..............................................................18 Security Deposit.....................................................18

SECTION -------

PAGE ----

Tenant Improvements................................................A-20 Furniture..........................................................A-20 Tenant's Release If Expands........................................A-20 Termination of Existing Lease......................................A-20

-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": (Section 2) "BUILDING": (ss.2) Approximate rentable square feet: 7,097 Suite: 107 Approximate rentable square feet: 49,119 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. 5

(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 5

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. (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 7

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. (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). 10

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. 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 12

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. (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-tomonth 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 14

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. (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 18

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. 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 ------------------------TENANT: INTERNATIONAL HEALTH PARTNERS, INC.

Attest: /s/ R. H. Folts ----------------Name: R. H. Folts Title:

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

EXHIBIT A [GRAPHIC OMITTED]

EXHIBIT "B" LEASE COMMENCEMENT CERTIFICATE Re: LEASE DATED __________________, 2004 FOR PREMISES LOCATED AT 120 GIBRALTAR ROAD, HORSHAM, PA BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP AS LANDLORD AND INTERNATIONAL HEALTH PARTNERS, INC. AS TENANT ("LEASE"). Dear __________________: This is to confirm the following with respect to the Lease: COMMENCEMENT DATE: ____________________, 20___ EXPIRATION DATE: ____________________, 20___ As set forth in the Lease, Minimum Annual Rent and Annual Operating Expenses are due on or before the Commencement Date for the period from the Commencement Date until the first day of the next calendar month unless the Commencement Date is the first day of the calendar month. Accordingly, the following amounts arc due on or before the Commencement Date:
Apportioned Minimum Rent: Apportioned Operating Expenses: TOTAL: $___________________ $___________________ $___________________

Thereafter regular monthly payments will be due in the following amounts until adjusted in accordance with the Lease:
Monthly Rent Installment: Monthly Operating Payment: TOTAL MONTHLY PAYMENT: $___________________ $___________________ $___________________

If you disagree with any of the information set forth above, please advise us in writing within five days of your receipt of this letter; otherwise the Commencement Date and the Expiration Date of the Lease will be as set forth above. Sincerely, LIBERTY PROPERTY LIMITED PARTNERSHIP By: Liberty Property Trust, Sole General Partner By:_________________________ Name: Title:

EXHIBIT "C" BUILDING RULES (i) As stated in the lease, Tenant shall not use the Premises as a "place of public accommodation" as defined in the Americans with Disabilities Act of 1990, which identifies he following categories into one or more of which a business must fall to be a "place of public accommodation". a. Places of lodging (examples: hotel, motel) b. Establishments serving food or drink (examples: bar, restaurant) c. Places of exhibition or entertainment (examples:

motion picture house, theater, stadium, concert hall) d. Places of public gathering (examples: auditorium, convention center, lecture ball) e. Sales or rental establishments (examples: bakery, grocery store, hardware store, shopping center) f. Service establishments (examples: bank, laundromat, barber shop, funeral parlor, hospital, gas station, business offices such as lawyer, accountant, healthcare provider or insurance office) g. Stations used for specified public transportation (examples: bus terminal, depot) h. Places of public display or collection (examples:

museum, library, gallery) i. Places of recreation (examples: park, zoo, amusement park) j. Places of education (examples: nursery, elementary, secondary, private or other undergraduate or postgraduate school) k. Social service center establishments (examples: day-care center, senior citizen center, homeless shelter, food bank, adoption agency) l. Places of exercise or recreation (examples: gyre, health spa, bowling alley, golf course) (ii) Any sidewalks, lobbies, passages, elevators and stairways shall not be obstructed or used by Tenant for any purpose other than ingress and egress from and to the Premises. Landlord shall in all cases retain the right to control or prevent access by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, peace or character of the Property. (iii) The toilet rooms, toilets, urinals, sinks, faucets, plumbing or other service apparatus of any kind shall not be used for any purpose, other than those for which they were installed, and no sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious substances shall be placed therein or used in connection therewith or left in any lobbies, passages, elevators or stairways.

(iv) Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. No person shall go on the roof without Landlord's permission. (v) Skylights, windows, doors and transoms shall not be covered or obstructed by Tenant, and Tenant shall not install any window covering which would affect the exterior appearance of the Building, except as approved in writing by Landlord. Tenant shall not remove, without Landlord's prior written consent, any shades, blinds or curtains in the Premises. (vi) Without Landlord's prior written consent, Tenant shall not hang, install, mount, suspend or attach anything from or to any sprinkler, plumbing, utility or other lines. If Tenant bangs, installs, mounts, suspends or attaches anything from or to any doors, windows, walls, floors or ceilings, Tenant shall sand and spackle all holes and repair any damage caused thereby or by the removal thereof at or prior to the expiration or termination of the lease. Without landlord's prior written consent, no walls or partitions shall be painted, papered or otherwise covered or moved in any way or marked or broken; nor shall any connection be made to electric wires for running fans or- motors or other apparatus, devices or equipment; nor shall machinery of any kind other than customary small business machines be allowed in the Premises; nor shall Tenant use any other method of heating, air conditioning or air cooling than that provided by Landlord; nor shall any mechanics be allowed to work in or about the Building other than those employed by Landlord. (vii) Tenant shall not change any locks nor place additional locks upon any doors and shall surrender all keys and passes at the end of the Term. (viii) Tenant shall not use nor keep in the Building any matter having an offensive odor, nor explosive or highly flammable material, nor shall any animals other than seeing eye dogs in the company of their masters be brought into or kept in or about the Premises. (ix) If Tenant desires to introduce electrical, signaling, telegraphic, telephonic; protective alarm or other wires, apparatus or devices, Landlord shall direct where and how the same are to be placed, and except as so directed, no installation boring or cutting shall be permitted. Landlord shall have the right to prevent and to cut off the transmission of excessive or dangerous current of electricity or annoyances into or through the Building or the Premises and to require the changing of wiring connections or layout at Tenant's expense, to the extent that Landlord may deem necessary, and further to require compliance with such reasonable rules as Landlord may establish relating thereto, and in the event of non-compliance with the requirements or rules, Landlord shall have the right immediately to cut wiring or to do what it considers necessary to remove the danger, annoyance or electrical interference with apparatus in any part of the Building. All wires installed by Tenant must be clearly tagged at the distributing boards and junction boxes and elsewhere where required by Landlord, with the number of the office to which said wires lead, and the purpose for which the wises respectively are used, together with the name of the concern, if any, operating same. (x) Tenant shall not place weights anywhere beyond the safe carrying capacity of the Building which is designed to normal office building standards for floor loading capacity. Landlord shall have the right to exclude from the Building heavy furniture, safes and other articles which way be hazardous or to require them to be located at designated places in the Premises. Tenant shall obtain Landlord's written consent prior to the installation of any vending machines in the Premises.

(xi) The use of rooms as sleeping quarters is strictly prohibited at all times. (xii) Tenant shall have the right, at Tenant's sole risk and responsibility, to use its proportional share of the parking spaces at the Property as reasonably determined by Landlord. Tenant shall comply with all parking regulations promulgated by Landlord from time to time for the orderly use of the vehicle parking areas, including without limitation the following: Parking shall be limited to automobiles, passenger or equivalent vans, motorcycles, light four wheel pickup trucks and. (in designated areas) bicycles. No vehicles shall be left in the parking lot overnight. Parked vehicles shall not be used for vending or any other business or other activity while parked in the parking areas, Vehicles shall be parked only in striped parking spaces, except for loading and unloading, which shall occur solely in zones marked for such purpose, and be so conducted as to not unreasonably interfere with traffic Bow within the Property or with loading and unloading areas of other tenants. Employee and tenant vehicles shall not be parked in spaces marked for visitor parking or other specific use. All vehicles entering or parking in the parking areas shall do so at owner's sole risk, and Landlord assumes no responsibility for any damage, destruction, vandalism or theft. Tenant shall cooperate with Landlord in any measures implemented by Landlord to control abuse of the parking areas, including without (imitation access control programs, tenant and guest vehicle identification programs, and validated parking programs, provided that no such validated parking program shall result in Tenant being charged for spaces to which it has a right to free use under its lease. Each vehicle owner shall promptly respond to any sounding vehicle alarm or horn, and failure to do so may result in temporary or permanent exclusion of such vehicle from the parking areas. Any vehicle which violates the parking regulations may be cited, towed at the expense of the owner, temporarily or permanently excluded from the parking areas, or subject to other lawful consequence. (xiii) Tenant shall not smoke in the Building which Landlord has designated as a non-smoking building. (xiv) Canvassing, soliciting and distribution of handbills or any other written material, and peddling in the Building are prohibited, and Tenant shall cooperate to prevent same. (xv) Tenant shall provide Landlord with a written identification of any vendors engaged by Tenant to perform services for Tenant at the Premises (examples: security guards/monitors, telecommunications installers/maintenance). Tenant shall permit Landlord's employees and contractors and no one else to clean the Premises unless Landlord consents in writing. Tenant assumes all responsibility for protecting its Premises from theft and vandalism and Tenant shall see each day before leaving the Premises that all lights are turned out and that the windows and the doors are closed and securely locked. (xvi) Landlord shall provide Tenant with the move-in and move-out policies for the Building with which Tenant shall comply. Throughout the Term no furniture, packages, equipment, supplies or merchandise of Tenant will be received in the Building, or carried up or down in the elevators or stairways, except during such hours as shall be designated by Landlord, and Landlord in all

cases shall also have the exclusive right to prescribe the method and manner in which the same shall be brought in or taken out of the Building. At the end of the Term, Tenant's obligations regarding surrender of the Premises shall include Tenant's obligation to shampoo all carpet strip and re-wax all vinyl composite the and replace any damaged ceiling tiles, the cost of which obligations shall be deducted from the Security Deposit if not completed by Tenant prior to the Expiration Date. (xvii) Tenant shall not place oversized cartons, crates or boxes in any area for trash pickup without Landlord's prior approval: Landlord shall be responsible for trash pickup of normal office refuse placed in ordinary office trash receptacles only. Excessive amounts of trash or other out-of-the-ordinary refuse loads will be removed by Landlord upon request at Tenant's expense. (xviii) Tenant shall cause all of Tenant's Agents to comply with these Building Rules. (xix) Landlord reserves the right to rescind, suspend or modify any rules or regulations and to snake such other rules and regulations as, in Landlord's reasonable judgment, may from time to time be needed for the safety, care, maintenance, operation and cleanliness of the Property. Notice of any action by Landlord referred to in this paragraph, given to Tenant, shall have the same force and effect as if originally made a part of the foregoing lease. New rules or regulations will not, however, be unreasonably inconsistent with the proper and rightful enjoyment of the Premises by Tenant under the lease. (xx) These Building Rules arc not intended to give Tenant any rights or claims in the event that Landlord does not enforce any of them against any other tenants or if Landlord doe not have the right to enforce them against any other tenants and such non-enforcement will not constitute a waiver as to Tenant. (xxi) Tenant shall be deemed to have read these Building Rules and to have agreed to abide by them as a condition to Tenant's occupancy of the Premises.

EXHIBIT "D" Liberty Property Trust Cleaning Specifications Office Area, Computer Rooms, Cafeterias & Lavatories Daily: (5 Days per week) o Empty all wastebaskets and receptacles. Replace soiled liners o Dust all uncluttered horizontal surfaces. Desks, credenzas, tops of cubicles, bookcases, chairs, file and storage cabinets, tables, counters, ledges, shelves, paper and sanitary napkin dispensers and telephones o Vacuum all carpeted traffic areas o Sweep all resilient tile floors with chemically treated dry mop o Damp mop where needed o Damp wipe counter tops o Remove gum, tar, and other foreign substances from floor surfaces where visible and noted o Clean and disinfect drinking fountains o Clean mirrors, frames, shelves, washbasins, and soap dispensers o Wash and disinfect interior and exterior of all bases, bowls, and urinals, using a combination cleaner, disinfectant deodorizer o Clean and disinfect shower room floors, walls, ceilings and benches/seats o Refill all paper products and soaps Weekly: o Clean baseboards o Dust windowsills o Dust high partitions, ledges and moldings o Detail vacuum all carpeted areas Monthly: o Dust ceiling grates and vents where needed o Spray buff tile floors where needed o Dust window blinds o Clean and disinfect all floor drains, ventilating grills, exhaust fans, and ducts Semi-Annually: o Strip and re-finish hard surface floors where applicable

EXHIBIT "E" TENANT ESTOPPEL CERTIFICATE Please refer to the documents described in Schedule 1 hereto, (the "Lease Documents") including the "Lease" therein described; all defined terms in. this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the "Mortgagees") that as of the date hereof: 1. The information set forth in attached Schedule 1 is true and correct. 2. Tenant is in occupancy of the Premises and the Lease is in full force and effect, and, except by such writings as arc identified on Schedule I, has not been modified, assigned, supplemented or amended since its original execution, nor are there any other agreements between Landlord and Tenant concerning the Premises, whether oral or written. 3. All conditions and agreements under the Lease to be satisfied or performed by Landlord have been satisfied and performed. 4. Tenant is not in default under the Lease Documents, Tenant has not received any notice of default under the Lease Documents, and, to Tenant's knowledge, there are no events which have occurred that, with the giving of notice and/or the passage of tine, would result in a default by Tenant under the Lease Documents. 5. Tenant has not paid any Rent due under the Lease more than 30 days in advance of the date due under the Lease and Tenant has no rights of setoff, counterclaim, concession or other rights of diminution of any Rent due and payable under the Lease except as set forth in Schedule 1. 6. To Tenant's knowledge, there are no uncured defaults on the part of Landlord under the Lease Documents, Tenant has not sent any notice of default under the Lease Documents to Landlord, and there are no events which have occurred that, with the giving of notice and/or the passage of time, would result in a default by Landlord thereunder, and that at the present time Tenant has no claim against Landlord under the Lease Documents. 7. Except as expressly set forth in Part O of Schedule 1, there arc no provisions for any, and Tenant has no, options with respect to the Premises or all or any portion of the Property.

8. Except as set forth on Part M of Schedule 1, no action, voluntary or involuntary, is pending against Tenant under federal or state bankruptcy or insolvency law. 9. The undersigned has the authority to execute and deliver this Certificate on behalf of Tenant and acknowledges that all Mortgagees will rely upon this Certificate in purchasing the Property or extending credit to Landlord or its successors in interest. 10. This Certificate shall be binding upon the successors, assigns and representatives of Tenant and any party claiming through or under Tenant and shall inure to the benefit of all Mortgagees. IN WITNESS WHEREOF, Tenant has executed this Certificate this ______ day of _________________, 20___. Name of Tenant By:_____________________________ Title:__________________________

SCHEDULE 1 TO TENANT ESTOPPEL CERTIFICATE
Lease Documents, Lease Temps and Current Status ----------------------------------------------A. Date of Lease; B. Parties: 1. 2. C D. E. F. G. H. I. J. Landlord. Tenant d/b/a:

Premises known as: Modifications, Assignments, Supplements or Amendments to Lease: Commencement Date: Expiration of Current Term: Options: Security Deposit Paid to Landlord: $ Current Fixed Minimum Rent (Annualized): $ Current Additional Rent (and if applicable, Percentage Rent) (Annualized): $ Current Total Rent: $ Square Feet remised:

K. L.

M. Tenant's Bankruptcy or other Insolvency Actions:

EXHIBIT "F" DESCRIPTION OF IMPROVEMENTS 1. replace the missing vinyl cove base along the walls near rear exit door and large rear office 2. relocate Tenant's existing white board and track lighting from the Existing Premises to the Premises 3. replace all missing, damaged and stained ceiling tiles 4. touch up/repair front entrance doors 5. provide janitorial service prior to move-in 6. install light in. rear exit door hallway 7. replace all missing heater control knobs 8. replace all missing doors

EXHIBIT "G" LIST OF FURNITURE

120 Gibraltar Road Suite 107 Inventory EXHIBIT "G" LIST OF FURNITURE
QUANTITY 1 1 1 1 2 2 2 2 3 4 5 5 5 6 6 7 8 9 26 DESCRIPTION Conference Room Table Small Conference Room Table Office Workstation Round Table Coat Rack 6' Table File Cabinet Coffee Makers Storage Cabinets (Metal) Book Cabinet Cubicle Chairs Executive Desk Credenza Cubicle Workstations Conference Room Chairs (Red) Pictures Desk Conference Room Chairs (Black) Chairs

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 CHARGE1.10 : $ 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 of the Tenant under the terms, provisions and covenants of this Lease. If Tenant is a corporation, unincorporated -13-

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 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. -14-

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 ----------------------------------Robert Hillier

By:

/s/ Don Wilson -------------------------------------------Print Name: Don Wilson

Its: Manager

WITNESS:

Tenant:

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

/s/ Robert Hillier ----------------------------------Robert Hillier

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

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EXHIBIT A FLOOR PLAN OF PREMISES SEE NEXT PAGE

EXHIBIT B CENTERPOINTE OFFICE BUILDING BUILDING RULES & REGULATIONS 1. OBSTRUCTION 1.1 Sidewalks, halls, passages, exits, entrances, elevators, escalators, and stairways shall not be obstructed by Tenants or used by them for any purpose other than for ingress and egress from their respective premises, and floors, skylights, and/or windows that reflect or admit light into any place in said Building shall not be covered or obstructed by Tenants. The halls, passages, exits, entrances, elevators, and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation, and interests of the Building and its Tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any Tenant normally deals In the ordinary course of such Tenant's business unless such persons are engaged in illegal activities. No Tenant, and no employees or invitees of any Tenant shall go upon the roof of the Building, except as authorized by Landlord. 1.2 Signs on Tenant's entrance door will be provided for Tenant by Landlord. No advertisement, sign, or other notice shall be inscribed, painted, or affixed on any part of the outside or inside of the Building, except upon the interior doors as permitted by Landlord, which advertisement, signs, or other notices shag be of Building standard order, size, and style, and at such places as shall be designated by Landlord. 1.3 Window shades, blinds, or curtains of a uniform building standard color and pattern only shall be provided for the exterior glass of the Building to give uniform color exposure through exterior windows. Exterior blinds shall remain in the lowered position at all times to provide uniform exposure from the outside. No curtains, draperies, blinds, shutters, shades, screens, or other coverings, awnings, hangings, or decorations shag be attached to, hung, or placed in, or used In connection with any window or door on any premises without the prior written consent of Landlord. In any event with the prior written consent of Landlord, all such items shall be installed inboard of Landlord's standard window covering and shall in no way be visible from the exterior of the Building. No articles shall be placed or kept on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Tenants premises. Tenant entrance doors should be kept dosed at all times in accordance with the fire code.

2. ORDINARY BUSINESS HOURS 2.1 Whenever used in the Lease or in these Rules and Regulations, the ordinary business hours of the Building shag be from 8 A.M. to 6 P.M., Mondays through Fridays, and from 8 AM, to 1 P.M. on Saturdays, except for national holidays. 2.2 The parking garage shat be open from 8 A.M. to 6 P.M., Mondays through Fridays, and the first floor only shall be open and accessible from 8 A.M. to 1 P.M. on Saturdays. The foregoing times shall exclude national holidays. 2.3 Landlord shall in no case be liable for damages for error with regard to the admission to or exclusion from the Building of any person. 2.4 During the continuance of any invasion, mob, riot, public excitement, or other circumstances rendering such action advisable, in Landlord's opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of Tenants and protection of the Building and property in the Building. 2.5 Any repairs, maintenance, and alterations required or permitted to be done by Tenant under the Lease shall be done only during the ordinary business hours of the Building unless Landlord shall have first consented in writing to such work being done outside of such times. If Tenant desires to have such work done by Landlord's employees on Saturdays, Sundays, holidays, or weekdays outside of ordinary business hours, Tenant shall pay the extra cast of such labor. 3. BUILDING SECURITY 3.1 Landlord may restrict access to and from the Premises and the Building outside of the ordinary business hours of the Building for reasons of Building security. Landlord may require identification of persons entering and leaving the Building during this period and, for this purpose, may issue Building passes to Tenants of the Building. 3.2 No Tenant shall employ any person or persons other than the janitorial employees of Landlord for the purpose of cleaning Premises unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning same. No Tenant shall cause any unnecessary labor by reason of such Tenant's carelessness or indifference in the preservation of good order and cleanliness of the Premises. Landlord shall in no way be responsible to any Tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects of any Tenant by the janitor or any other employee or any other person. The janitor of the Building may at all times keep a pass key to the Premises, and (s)he and other agents of Landlord shall at ail times be allowed admittance to the Premises.

3.3 No Tenant shag after any lock or access device or Install a new or additional lock or access device or any bolt on any door of its Premises without the prior written consent of Landlord. If Landlord shall give its consent Tenant shall in each case furnish Landlord with a key for any such lock. A reasonable number of keys to the Premises and to the restrooms, if locked by Landlord, will be furnished by Landlord. No Tenant shall make or have made additional copies of any keys or access devices provided by Landlord. Each Tenant, upon the termination of the Tenancy, shall deliver to Landlord all the keys or access devices for the Building, offices, rooms, and restrooms which shall have been furnished the Tenant or which the Tenant shall have had made, In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord therefor. 3.4 No Tenant shall obtain or maintain for use upon its Premises coin operated vending machines or accept barbering or bootblacking services in its Premises except from persons authorized by Landlord. 3.5 Each Tenant shag see that all doors of its Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before the Tenant or its employee leave such Premises, and that all utilities shall likewise be carefully shut off so as to prevent waste or damage, and for any default or carelessness the Tenant shag make good all injuries sustained by other Tenants or occupants of the Building of Landlord. On multiple- tenancy floors, all Tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 3.6 Tenant shall ensure that all deliveries of supplies to the Premises shall be made only upon the elevator designated by Landlord for deliveries and only during the ordinary business hours of the Building if any person delivering supplies to Tenant damages the elevator or any other part of the Budding, Tenant shall pay to Landlord upon demand the amount required to repair such damage. 4. UTILITIES 4.1 As more specifically provided in the Tenant's Lease of the Premises, Tenant shall not waste electricity, water, or air conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating and air conditioning, and shall refrain from attempting to adjust any controls. 4.2 The restrooms, urinals, wash bowls, and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever, including, but not limited to, coffee grounds shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it On multiple-tenancy floors, in the event such breakage, stoppage, or damage occurs and it cannot be determined who was directly responsible for such breakage, stoppage, or damage, the cost for repair or replacement shall be distributed to all Tenants on the floor on a prorata space basis. No person shall waste water by tying back or wedging the faucets or by any other manner.

4.3 If Tenant requires telegraphic, telephonic, burglar alarm, or similar services, it shall first obtain and comply with Landlord's instructions in their installation. 4.4 Landlord will direct electricians as to where and how telephone, telegraph, and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord. The location of burglar alarms, telephones, call boxes, or other office equipment affixed to all Premises shall be subject to the written approval of Landlord. 4.5 No Tenant shall install any radio or television antenna, loudspeaker, or any other device on the exterior walls or the roof of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere. 4.6 Tenant shall comply with all energy conservation, safety, fire protection, and evacuation procedures and regulations established by Landlord or any governmental agency. 5. NUISANCE - HAZARDOUS ITEMS 5.1 Tenant shall not do or permit anything to be done in the Premises, or bring or keep anything therein which would in any way constitute a nuisance or waste, or obstruct or interfere with the rights of other tenants of the Building, or in any way Injure or annoy them, or conflict with the laws relating to fire, or with any regulations of the fire department or with any insurance policy upon the Building or any part thereof, or conflict with any of the rules or ordinances of any governmental authority having jurisdiction over the Building. 5.2 No animals shall be allowed in the offices, halls, corridors, and elevators in the Building unless the animal is a guide dog or seeing-eye dog whose presence has been approved in writing by Landlord. No person shall disturb the Tenants of this or adjoining buildings or space by the use of any radio or musical instrument or by the making of bud or improper noises. 5.3 No Tenant shall use any method of heating or air conditioning other than that supplied by Landlord or supplemental means approved by Landlord such as small tans, strip heaters, etc. The use of oil, gas, or inflammable liquids for heating or lighting is expressly prohibited. No Tenant shall use or keep in its Premises or the Building any kerosene, gasoline, or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office equipment Explosives or other articles deemed extra hazardous shall not be brought into the Building. 5.4 No Tenant shall use, keep, or permit to be used or kept in its Premises any foul or noxious gas or substance or permit or suffer such -premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other Tenants or those having business therein.

5.5 No cooking shall be done or permitted by any Tenant on its Premises (except that use by the Tenant of Underwriters' Laboratory approved equipment for the preparation of coffee, tea, hot chocolate, and similar beverages for Tenants and their employees shall be permitted, provided that such equipment and use is in accordance with applicable federal, state, and city laws, codes, ordinances, rules, and regulations), nor shall Premises be used for lodging. 5.6 Except with the prior written consent of Landlord, no Tenant shall sell or permit the sale at retail of newspapers, magazines, periodicals, theater tickets, or any other goods or merchandise in or on any Premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting, or any similar business in or from any Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises of any Tenant be used for the storage of merchandise or for manufacturing of any kind, or the business of a public barber shop, beauty parlor, nor shall the Premises of any Tenant be used for any improper, immoral, or objectionable purpose, or any business activity other than that specifically provided for in such Tenant's lease. 5.7 Landlord reserves the right to exclude or expel from the Building any person who, in Landlord's judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules and regulations of the Building. 6. MOVING 6.1 No furniture, freight, equipment, materials, supplies, packages, merchandise, or other property will be received in the Building or carried up or down the elevators except between such hours and in such elevators as shall be designated by Landlord. Landlord shall have the right to approve or disapprove the movers or moving company employed by Tenant and Tenant shall cause such movers to use only such loading facilities and elevators) designated by Landlord. If Tenant's movers damage the elevators) or any other part of the Building, Tenant shall pay to Landlord, upon demand, the amount required to repair such damage. Landlord shag have the right to prescribe the weight, size, and position of all safes, furniture, files, bookcases, or other heavy equipment brought into the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness as determined by Landlord to be necessary to properly distribute the weight thereof. Landlord will not be responsible for loss of or damage to any such safe, equipment, or property from any cause. 6.2 Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration.

7. LOADING 7.1 No tenant shall place a load upon any floor of the Premises which exceeds 250 lbs. per square foot. Notwithstanding the foregoing, no tenant shag place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Safes, computers, and other' heavy equipment, the weight of which Will not constitute a hazard or damage the Building or Its equipment and which does not exceed the toad per square foot, shall be moved into, from, or about the Building only during such hours and in such manner as shah be prescribed by Landlord and Landlord shag have the right to designate the location of such articles in the Premises. 7.2 Tenant shall not, without Landlord's prior written consent, install or operate any computer using more than 10 AMPS, duplicating or other large business machines or equipment, upon the Premises, or carry on any mechanical business thereon. If Tenant requires any interior wiring such as for a business machine, Intercom, printing equipment, or copying equipment, such wiring shag be done by the electrician of the Building only, at Tenant's expense, and no outside wiring persons shall be allowed' to do work of this kind unless by the written consent of Landlord or its representatives. If telegraphic or telephonic service is desired, the wiring for same shall be done as directed by the electrician of the Building or by some other employee of Landlord who may be instructed by the superintendent of the Building to supervise same, and no boring or butting for wiring shall be done unless approved by Landlord or its representatives, as stated. 8. SOLICITATION/FOOD AND BEVERAGES 8.1 Landlord reserves the right to restrict, control, or prohibit canvassing, soliciting, distributing of handbills or any other written materials, and peddling within the Building and each Tenant shall cooperate to prevent the same. No Tenant shall make room-to-room solicitation of business from other Tenants in the Building. 8.2 Tenant shall not grant any concessions, licenses, or permission for the sale or taking of orders for food or services or merchandise in the Premises, nor install or permit the installation or use of any machine or equipment for dispensing goods or foods or beverages in the Building, nor permit the preparation, serving, distribution, or delivery of food or beverages in the Premises without the approval of Landlord and in compliance with arrangements prescribed by Landlord. Only persons approved in writing by Landlord shall be permitted to serve, distribute, or deliver food and beverages within the Building, or to use the elevators or public areas of the Building for that purpose.

9. TRASH AND GARBAGE 9.1 Tenant shall not allow anything to be placed on the outside of the Building, nor shall anything be thrown by Tenant out of the windows or doors, or down the corridors, elevator shafts, or ventilating ducts or shafts of the Building. All trash shall be placed in receptacles provided by Tenant within the interior of its Premises. No materials shad be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in this area without violation of any law or ordinance governing such disposal. All trash, garbage, and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as Landlord may designate. 10. MISCELLANEOUS 10.1 Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant's address. 10.2 The requirements of Tenants will be attended to only upon application at the office of the Building by an authorized individual. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless special instructions from Landlord, and no employees will admit any person (Tenant or otherwise) to any office without specific instructions from Landlord. 10.3 Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular Tenant or Tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other Tenant or Tenants, nor prevent Landlord, from thereafter enforcing any such Rules and Regulations against any Tenants of the Building. 10.4 Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building, and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted. 10.5 Alt wallpaper or vinyl fabric materials which Tenant may install on painted walls shall be applied with a strippable adhesive. The use of nonstrippable adhesives will cause damage to the walls when materials are removed, and repairs made necessary thereby shall be made by Landlord at Tenant's expense. 10.6 Tenant shall provide and maintain hard surface protective mats under all desk chairs which are equipped with casters to avoid excessive wear and tear to carpeting. If Tenant fails to provide such mats, the cost of carpet repair or replacement made necessary by such excessive wear and tear shall be charged to and paid for by Tenant.

10.7

Tenant will refer all contractors, contractors representatives, and installation technicians rendering any service to Tenant to Landlord for Landlord's supervision, approval, and control before performance of any contractual service. This provision shall apply to all work performed in the Building, including installations of telephones, telegraph equipment, electrical devices, and attachments, and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment, or any other physical portion of the Building. Tenant shall give prompt notice to Landlord of any accidents to or defects in plumbing, electrical fixtures, or heating apparatus so that such accidents or defects may be attended to properly. Tenant shall be responsible for the observance of all of the foregoing Rules and Regulations by Tenant's Agents, agents, clients, customers, invitees, and guests. These Rules and be construed to or in part, the of any Lease of Regulations are in addition to, and shall not in any way modify, alter, or amend, in whole terms, covenants, agreements, and conditions Premises in the Building.

10.8

10.9

10.10

EXHIBIT C SHORT-FORM LEASE Intentionally deleted.

EXHIBIT D BUILDOUT ALLOWANCE N/A

-15EXHIBIT E LANDLORD'S WORK N/A

EXHIBIT 10.28 CAREXPRESS BROKER AGREEMENT This CARExpress Broker Agreement (the "Agreement") is made this 28th day of March, 2005 (the "Effective Date") by and between National Health Partners, Inc., an Indiana corporation ("CARExpress") and Trident Marketing International Inc. ("Broker"). R E C I T A L S: A. CARExpress is engaged in the business of offering comprehensive medical and consumer discount programs (such programs and discounts collectively referred to herein as "CARExpress") whereby CARExpress members can receive discounts off the standard rates and charges assessed by participating providers. B. Broker is an independent contractor engaged in the business of marketing various insurance and/or noninsurance products and services. C. CARExpress and Broker desire to enter into an arrangement whereby Broker will market and make CARExpress available to its members, employees, customers, contacts and affiliated organizations (collectively referred to herein as the "Broker Parties") and CARExpress will compensate Broker for new CARExpress subscribers, all in accordance with the terms and provisions set forth in this Agreement. A G R E E M E N T: NOW, THEREFORE, in consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by CARExpress and Broker, the parties hereto agree as follows: 1. OFFER OF CAREXPRESS. During the term of this Agreement, Broker will actively market CARExpress programs and CARExpress related programs where financially viable and will make such programs available to Broker Parties. Broker shall be solely responsible for determining the means and methods by which Broker shall market, offer and make available CARExpress programs to the Broker Parties; provided however, that Broker shall act with diligence and in good faith in the performance of its obligations under this Agreement. CARExpress shall cooperate with Broker by providing Broker with written materials, brochures, group presentations and other information deemed reasonably necessary by CARExpress to enable Broker to effectively distribute information regarding the CARExpress programs to the Broker Parties. All marketing materials and information to be distributed by Broker and/or all marketing programs to be implemented by Broker must be approved by CARExpress prior to the distribution of such materials and information and/or the implementation of such marketing programs by Broker. 2. DELIVERY OF NEW MEMBER PACKETS. Notwithstanding any provision to the contrary set forth in this Agreement, in no event shall CARExpress be required to mail, ship or otherwise deliver a New Member Packet (defined below) to any Broker Party unless and until CARExpress (i) has received (a) complete membership information for the applicable Broker Party via a hard copy of the membership application information attached hereto as EXHIBIT A (the "Membership Form") or via telephonic, internet, or electronic download of the membership information set forth on EXHIBIT A; and (b) the full amount (or the applicable monthly payment if such option is available) of such Broker Party's annual membership enrollment in the applicable CARExpress program (such payment referred to herein as the "Membership Payment"); and (ii) has approved the applicant Broker Party for membership in the applicable CARExpress program. Immediately upon 1
/s/ DMD NHP ------/s/ DT Broker ------

CARExpress's receipt and approval of a Broker Party's Membership Form and receipt of the Membership Payment due from such Broker Party, CARExpress will process such Broker Party's membership into the applicable CARExpress program. CARExpress shall send a New Member Packet to each qualifying Broker Party on or before thirty (30) days following CARExpress's receipt and approval of the Broker Party's Membership Form and receipt of such party's applicable Membership Payment. Each Broker Party accepted and enrolled into a CARExpress program (such party referred to herein as a "Member") shall be entitled to receive the applicable CARExpress program discounts immediately after receipt of his/her/its New Member Packet. For purposes of this Agreement, a "New Member Packet" shall be defined as a package of materials which shall include, but shall not be limited to, (i) the CARExpress Medical Benefits Network Card which specifies the Member's name, group number, member number and expiration date; and (ii) printed materials which detail the applicable CARExpress program benefits, providers, retailers and other relevant information. 3. BROKER'S COMPENSATION. a. Subject to the limitations specified herein, upon the acceptance and enrollment of a Broker Party into a CARExpress program, Broker shall be entitled to receive compensation in the amounts designated on the payment schedule attached hereto as EXHIBIT B (the "Payment Schedule"). Notwithstanding the foregoing, Broker shall not be entitled to receive any compensation from CARExpress unless and until (i) Broker has provided written notice to CARExpress which identifies the particular person, entity, group account or marketing sponsor claimed by Broker as being a Broker Party (such notice referred to herein as the "Broker Party Identification Notice"); and (ii) CARExpress has received all information requested on the Membership Form from an identified Broker Party and CARExpress has received the applicable Membership Payment from such Broker Party; and (iii) CARExpress has approved the applicant Broker Party for membership in the applicable CARExpress program. As a condition to CARExpress's obligation to compensate Broker, Broker must provide CARExpress with the applicable Broker Party Identification Notice on or before the expiration of thirty (30) days following the date on which the Broker Party submits his/her/its Membership information and Membership Payment to CARExpress. Broker's failure to timely submit the applicable Broker Party Identification Notice shall void CARExpress's obligation to compensate Broker for the applicable Broker Party's acceptance and enrollment into a CARExpress program as well as any renewals of such Broker Party's membership. b. Compensation which is payable to Broker pursuant to this Agreement shall be paid weekly, in arrears, on Friday of each week. A payment representing the compensation owed by CARExpress to Broker for the previous week shall be wired to Broker at the account specified by Broker. It shall be Broker's sole responsibility for notifying CARExpress of any change of address. 4. ACQUISITION AND PAYMENT OF GOODS AND SERVICES. Each Member shall obtain goods and services from participating CARExpress service providers and CARExpress medical product retailers in accordance with the terms and conditions specified by CARExpress to such Member from time to time. CARExpress and/or its service providers or retailers shall be solely responsible for billing Members and for collecting any payments and other sums which may be owed by such Members under an applicable CARExpress program. 2
/s/ DMD NHP ------/s/ DT Broker ------

5. ELIGIBILITY DETERMINATION. CARExpress, at CARExpress's sole discretion, shall determine the requirements for membership eligibility in any CARExpress program. Without limiting the foregoing, CARExpress shall have the sole right to disapprove any application for membership submitted by a Broker Party if such Broker Party fails to meet the eligibility requirements. CARExpress's eligibility requirements shall comply with all applicable laws and shall not discriminate upon the basis of race, creed, color, religion, sex, national origin, ancestry or other illegal basis. The eligibility requirements for CARExpress program membership are set forth on EXHIBIT C CARExpress shall have the right to supplement, delete, modify or otherwise change such eligibility requirements as may be deemed reasonably necessary by CARExpress from time to time by giving thirty (30) days' prior notice to Broker. 6. RENEWALS AND EXPIRATION OF MEMBERSHIPS. Prior to the expiration of a Member's existing membership in an applicable CARExpress program, CARExpress shall have the right (but not the obligation), either directly or through Broker, to deliver to the Member a notice regarding the renewal of such Member's annual membership in a CARExpress program. Upon CARExpress's receipt of the renewal Membership Payment due from such Member for the renewal period, Broker shall be entitled to receive compensation in the amount and manner set forth on the attached Payment Schedule. Compensation due to Broker for Member renewals shall be paid in accordance with Paragraph 3b above. A Member who fails to renew his/hers/its membership in a CARExpress program on or before the expiration date of such membership (i) will no longer be entitled to participate in any CARExpress program after such expiration date, and (ii) will be required to reactivate their membership by remitting the required Membership Payment before the member is entitled to participate in any CARExpress program If any person or entity attempts to obtain a CARExpress program benefit after the expiration of his/hers/its membership in the applicable CARExpress program, neither CARExpress nor any service provider or supply retailer participating in the CARExpress program shall be obligated to grant any CARExpress program benefits nor shall be required to honor any requests for CARExpress program services or products from such persons or entities 7. CAREXPRESS'S RIGHTS TO MODIFY. No provision set forth in this Agreement shall be deemed to waive or otherwise limit CARExpress's right to modify any of the terms, conditions, provisions, benefits, obligations, providers, suppliers and other matters associated with or relating to any CARExpress program. Without limiting the foregoing, CARExpress shall have the right to increase, decrease or otherwise modify the benefits offered under any CARExpress program at any time, from time to time, and without notice to Broker. Notwithstanding the foregoing, CARExpress shall use good faith efforts to provide to Broker thirty (30) days' advance notification of any material changes or modifications to any CARExpress program; provided however, that CARExpress shall not be liable to Broker for CARExpress's failure to do so. 8. RELATIONSHIP BETWEEN PARTIES: a. Broker and CARExpress shall have the status of, and shall act in all matters hereunder as, independent contractors. Each party shall be free to exercise its own judgment in the performance of its respective obligations under this Agreement. Broker is not an agent of CARExpress, nor shall have any authority to create, extinguish or modify any right, obligation or liability of CARExpress or any of its affiliates to any person or entity whatsoever. Broker shall have no authority to amend, modify, supplement or delete any provision, requirement and/or term set forth in any written document, instrument or other material provided by CARExpress and/or relating to any CARExpress program. Broker shall have no authority to expend monies or otherwise incur expenses on behalf of CARExpress. Notwithstanding the execution of this Agreement and the covenants and agreements contained herein, (i) CARExpress shall have the unconditional right to sell CARExpress program memberships and benefits to other parties, with or without the assistance of Broker, and may engage the services of other brokers, marketers or third parties to do so; and (ii) Broker shall have the unconditional right to sell, market or promote other products and services on behalf of itself and/or third parties, even if such products may be deemed "competitive" with those of CARExpress. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL BROKER HAVE THE RIGHT TO CONTRACT EITHER DIRECTLY OR INDIRECTLY WITH CAREXPRESS'S VENDORS, RETAILERS AND/OR SERVICE PROVIDERS IN VIOLATION OF THE PROVISIONS SET FORTH IN THE NONDISCLOSURE AND NON-CIRCUMVENTION AGREEMENT ATTACHED HERETO AS EXHIBIT D AND MADE A PART HEREOF FOR ALL PURPOSES. 3
/s/ DMD NHP /s/ DT Broker

-------

------

b. Nothing contained herein shall create any partnership, principal-agent or joint venture arrangement or relationship between Broker and CARExpress. 9. INDEMNITY AND HOLD HARMLESS OBLIGATIONS. a. Broker shall indemnify, defend and hold CARExpress and its officers, directors, agents, employees and representatives harmless from any and all actions, causes of action, suits, judgments, damages, obligations, costs, fines, penalties, liabilities and claims of any kind, whether based on tort, contract, or otherwise, whether for damages classified as compensatory, exemplary, punitive, or otherwise, whether based on any fiduciary duty or trust relationship or otherwise, whether known or unknown, whether now existing or that might arise hereafter, or whether accrued or to be accrued, (collectively referred to herein as the "Claims"), arising out of or in any way directly or indirectly relating to any misrepresentations, breaches of contract or other acts of malfeasance committed by Broker and/or any officer, director, agent, employee or representative of Broker in connection with the performance of Broker's obligations or the observance of Broker's covenants as set forth in this Agreement and in any Exhibits and addenda attached hereto. b. CARExpress shall indemnify, defend and hold Broker and its officers, directors, agents, employees and representatives harmless from any and all Claims arising out of or in any way directly or indirectly relating to any misrepresentations, breaches of contract or other acts of malfeasance committed by CARExpress and/or any officer, director, agent, employee or representative of CARExpress in connection with the performance of CARExpress's obligations or the observance of CARExpress's covenants as set forth in this Agreement and in any Exhibits and addenda attached hereto. c. The indemnity and hold harmless obligations set forth in this Section shall survive the expiration and/or termination of this Agreement. 10. TERM OF AGREEMENT. a. This Agreement shall extend for a period of one (1) year from the Effective Date identified above and shall automatically renew for successive twelve month periods (each twelve month period referred to herein as a "Term"), unless written notice of termination is delivered by either party to the other at least thirty (30) days prior to the expiration of the then-current Term. This Agreement shall automatically terminate if Broker files or has filed against it any proceeding involving bankruptcy, dissolution, insolvency, receivership or similar action. b. Upon termination of this Agreement by either party, all obligations of CARExpress to Broker shall immediately cease; provided however, CARExpress shall compensate Broker for any acceptances and enrollments of Broker Parties into CARExpress programs if such acceptances and enrollments occurred prior to the termination of this Agreement, and the obligations set forth in Section 9 shall survive and continue. Furthermore, CARExpress shall remain obligated to compensate Broker for membership renewals involving Broker Parties accepted and enrolled as Members in a CARExpress program as long as acceptance and enrollment occurred prior to the termination of this Agreement. 4
/s/ DMD NHP ------/s/ DT Broker ------

11. DEFAULT BY BROKER. Notwithstanding any provision set forth herein to the contrary, if Broker breaches or defaults in the performance or observance of any duty, covenant, warranty or obligation as set forth in this Agreement and/or in any Exhibit and Addenda attached hereto and such breach or default remains uncured for five (5) days after written notice of the breach or default is given by CARExpress, CARExpress shall have the unconditional right to terminate this Agreement immediately upon giving written notice of such termination to Broker. If this Agreement is terminated by CARExpress as a result of a breach or default committed by Broker, this Agreement shall be deemed "Terminated for Cause." Furthermore, CARExpress shall be entitled to pursue any and all other remedies against Broker, which may be available to CARExpress pursuant to the terms of this Agreement or at law or in equity. 12. DEFAULT BY CAREXPRESS. If CARExpress breaches or defaults in the performance of any of its obligations under this Agreement and such breach or default remains uncured for a period of twenty (20) days after written notice of the breach or default is given by Broker, Broker may terminate this Agreement immediately upon giving written notice of such termination to CARExpress and receive compensation as set forth in 10b, above. Broker shall be entitled to pursue any and all other remedies against CARExpress, which may be available to Broker pursuant to the terms of this Agreement or at law or in equity. 13. TRADEMARKS, TRADE NAMES, LOGOS, DESIGNATIONS AND COPYRIGHTS. a. Broker shall not alter, erase, deface, overprint or otherwise modify or obliterate any trademark, trade name, logo, designation, copyright and/or notice of proprietary rights printed or indicated on any brochure, document, flyer or other instrument provided by CARExpress and/or relating to any CARExpress program. To the extent Broker markets any CARExpress program via promotional and advertising materials, Broker shall include all appropriate CARExpress proprietary marks on such promotional and advertising materials. b. Broker acknowledges and agrees that it has paid no consideration for the use of any of CARExpress's trademarks, trade names, logos, designations, copyrights and/or notices of proprietary rights relating to the CARExpress programs (collectively referred to herein as the "Proprietary Interests"), and nothing contained herein shall give Broker any right, title or interest in any of the Proprietary Interests. Broker acknowledges and agrees that CARExpress owns and retains all rights, title and interest in and to the Proprietary Interests and agrees that it shall not assert or claim any interest in such Interests or do anything which may adversely affect such Proprietary Interests. Upon the expiration and/or termination of this Agreement, Broker shall immediately cease the display, advertising and use of all materials displaying CARExpress Proprietary Interests. c. Broker agrees to use reasonable efforts to protect CARExpress's Proprietary Interests and to cooperate in CARExpress's efforts to protect its Proprietary Interests. Broker shall promptly notify CARExpress of any known or suspected unauthorized use of CARExpress's Proprietary Interests. 14. REPRESENTATIONS OF BROKER. Broker represents and warrants to CARExpress the following: a. The individual or individuals executing this Agreement are the authorized representatives of Broker and have full authority to bind Broker in accordance with the terms and provisions of this Agreement. b. Broker understands and agrees that the CARExpress programs are medical discount programs and do not constitute insurance programs. Although Broker may market the CARExpress programs as low-cost alternatives to health insurance, Broker shall not market or represent that CARExpress programs constitute health insurance programs. 5
/s/ DMD NHP ------/s/ DT Broker ------

c. Broker will abide by all applicable Federal, state and local laws, rules and regulations. 15. CONFIDENTIALITY. Broker shall hold all information concerning CARExpress and/or the CARExpress programs negotiated pricing, transactions, suppliers, service providers, distributors, members and customers in confidence and shall not disclose any such information to any third party except to the extent (and only to the extent) required by law or by court ordered directive. Broker acknowledges and agrees that any information emanating from CARExpress's operations and/or the operations of any CARExpress program shall constitute "Confidential and Proprietary Information." Broker (on behalf of itself, its employees, agents, representatives and contractors) agrees that it shall not duplicate or disclose any Confidential and Proprietary Information unless (i) specifically authorized pursuant to the terms of the Non-Disclosure/Non-Circumvention Agreement (defined below); and (ii) Broker obtains CARExpress's prior written authorization to such duplication and/or disclosure. Prior to or simultaneously with the execution of this Agreement, Broker and CARExpress have executed that certain Non-Disclosure/Non-Circumvention Agreement, a copy of which is attached hereto and made a part hereof for all purposes as EXHIBIT D. The terms, provisions and conditions set forth in the NonDisclosure/Non-Circumvention Agreement shall be fully incorporated into this Agreement as if such terms, provisions and conditions were expressly set forth herein. 16. FORCE MAJEURE. Notwithstanding any provision contained herein to the contrary, in no event shall either party be deemed in default in the performance of its obligations under this Agreement, nor shall either party be liable for any damages or penalties by reason of the party's failure to perform under this Agreement if such failure results directly or indirectly from fire, explosion, strike, Act of God, public enemy, war, civil disturbance, act of government or agency or official thereof, or any other cause beyond the reasonable control of the party. 17. NOTICE. Any notice required or permitted to be given pursuant to the terms of this Agreement must be in writing. Such notice will be deemed to be delivered (whether actually received or not) three (3) days after such notice is deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown below for each party. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. Address for CARExpress: National Health Partners, Inc. 120 Gibraltar Road, Suite 107 Horsham, PA 19044 Fax: (215) 682-7116 Address for Broker: Trident Marketing International Inc. 4410 W. Hillsborough Ave., Suite F Tampa, FL 33614 Fax: (813) 874-3003 6
/s/ DMD NHP ------/s/ DT Broker ------

18. WAIVER. Waiver by either party of any breach or failure to comply with any provision of this Agreement by the other party shall not be construed as, nor shall constitute, a continuing waiver of such provision or a waiver of any other breach or failure to comply with any other provision of this Agreement. 19. ENTIRE AGREEMENT AND AMENDMENT. This Agreement and the attached Exhibits and addenda constitute the entire agreement between Broker and CARExpress with respect to the subject matter contemplated herein, and no representation, statement, term or condition not expressly set forth herein shall be binding on either party. This Agreement may not be amended or modified except by written instrument executed by both Broker and CARExpress. 20. HEADINGS. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision set forth herein. 21. CONSTRUCTION. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made and to be performed therein (excluding choice-oflaw principles). Broker hereby irrevocably submits to the jurisdiction of any state or federal court sitting in Pennsylvania in any action or proceeding brought to enforce or otherwise arising out of or relating to this Agreement, and hereby waives any objection to venue in any such court and any claim that such forum is an inconvenient forum. 7
/s/ DMD NHP ------/s/ DT Broker ------

22. EXECUTION/COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original document, but all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as the date first above written. CAREXPRESS National Health Partners, Inc.
/s/ David Daniels ------------------------------------Name: David Daniels ------------------------------------Title: President & CEO ------------------------------------By:

BROKER: Trident Marketing International, Inc.
/s/ David Taylor ------------------------------------Name: David Taylor ------------------------------------Title: SVP - CFO ------------------------------------SS#/Tax ID# --------------------------------By:

8
/s/ DMD NHP ------/s/ DT Broker ------

EXHIBIT A REQUIRED CAREXPRESS MEMBERSHIP APPLICATION INFORMATION 1. Date of application 2. Member Name 3. Date of Birth 4. Gender 5. Relationship 6. Address 7. Telephone Number 8. Dependent Info a. Name b. Date of Birth c. Gender d. Relationship 9. CARExpress plan options selected 10. Sponsor code (if applicable) 11. Broker name (if applicable) 12. Method of payment as follows: a. Enclosed check b. Credit card number and date of expiration c. Bank draft information 13. Signed and completed billing authorization when using Dr./Hosp. Program only
/s/ DMD NHP ------/s/ DT Broker ------

EXHIBIT B CAREXPRESS PACKAGE EXAMPLES
Programs -------Retail Rx Mail Order Rx Vision Care Dental Care 24-Hr. Nurseline Chiropractic Care Complementary/Alternative Care Hearing Care Medical Supplies/Equipment Physician/Hospital/Ancillary Suggested Retail Price: Comprehensive ------------X X X X X X X X X X $39.95/mo. $29.95/mo. $19.95/mo. $14.95/mo. Supplemental -----------X X X X X X X X X Preferred --------X X X X X X X Dental/Vision -------------

Assumptions: 1. Each membership includes all individuals living in the same household. 2. Cost includes CARExpress membership kit and card with sponsoring organization name and/or logo imprinted on the card. 3. CARExpress will provide all customer service and fulfillment for members. 4. Monthly payments must be via credit card or ACH.

EXHIBIT C ELIGIBILITY REQUIREMENTS CARExpress Programs The CARExpress program has very few requirements/restrictions when determining member eligibility and they are as follows: o Member must complete and submit all the essential membership data as depicted in Exhibit A, Membership Form, either via telephone, fax, on-line or hard copy. o Member will maintain a "member in good standing" status as long as payment for their membership year remains current. Payment/payment method must be submitted in conjunction with the membership application.
/s/ DMD NHP ------/s/ DT Broker ------

EXHIBIT D NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT This Non-Disclosure and Non-Circumvention Agreement (the "Agreement") is entered into on this 28th day of March, 2005, by and between National Health Partners, Inc., an Indiana corporation, ("Company) and Trident Marketing International Inc. ("Recipient"). R E C I T A L S: A. Company is engaged in the business of offering comprehensive medical and consumer discount programs whereby program members can receive discounts off the standard rates and charges assessed by participating providers. B. Recipient is an independent contractor engaged in the business of marketing various insurance and/or noninsurance type products and services to the public. C. Company and Recipient are negotiating (or will negotiate) a possible business arrangement between the two entities. As part of the negotiations (and before Recipient will be able to conduct business with Company) Company and Recipient must disclose to each other certain information which is deemed confidential. D. Company and Recipient desire to maintain the confidentiality of such information and to protect each party's rights, title and interests in and to the subject matter to which the information relates. A G R E E M E N T: NOW, THEREFORE, in consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Company and Recipient, the parties hereto agree as follows: 1. Confidential Information For purposes of this Agreement, "Confidential Information" shall be defined as follows: a. Confidential Information shall refer to all proprietary information of the Company, including without limitation: advertising and sales materials, data processing reports, customer sales analyses, customer lists, invoices, price lists and information, samples, process descriptions, manufacturing processes, business methods, business policies, procedures, techniques, research and development projects and results, trade secrets, writings, computer programs, services software, technical data, research information, product data, documents, specifications, diagrams, charts, models, marketing studies, and other knowledge and processes of or developed by or on behalf of Company and all projections, financial information, and other information relating to customers, suppliers, distributors, projects under consideration or bid, profits, costs, pricing or tooling, names, addresses and contacts of customers, clients, suppliers and distributors, and any and all data on or relating to past, present and/or prospective customers or clients, and any and all other materials and information relating to or dealing with the business operations or activities of Company, whether such information is written or oral, tangible or intangible, whether machine readable or otherwise, which Company holds confidential. 1
/s/ DMD NHP ------/s/ DT Broker ------

b. Confidential Information shall not include information which (i) is known to Recipient at the time of Company's disclosure to Recipient (upon Recipient's presentation of evidence to Company); (ii) has become a matter of public knowledge through no wrongful act of Recipient or any Recipient Party; or (iii) has been rightfully received by Recipient from a third party specifically authorized to make such disclosures. 2. Non-Disclosure of Confidential Information. Each party shall use all reasonable efforts to protect all Confidential Information received from or disclosed by the other party from dissemination and disclosure to third parties as follows: a. During the term of this Agreement and at all times thereafter, Recipient will use all reasonable efforts to ensure that (i) Recipient and Recipient's employees, agents, consultants, officers, directors, representatives, contractors and other personnel (collectively referred to herein as the "Recipient Parties") will maintain the confidentiality of' the Confidential Information; (ii) neither Recipient nor any Recipient Party shall use such Confidential Information for its/his/her own benefit; and (iii) neither Recipient nor any Recipient Party shall disclose, communicate, disseminate or otherwise divulge such Confidential Information to any third party, nor shall use or make such Confidential Information available for any purpose other than those for which Recipient and/or the Recipient Parties have obtained Company's prior express written consent. b. To the extent information is provided by Recipient and is identified as confidential by Recipient or by its nature or method of transmittal a reasonable person would conclude that it is confidential, Company will use all reasonable efforts to ensure that (i) Company and Company's employees, agents, consultants, officers, directors, representatives, contractors and other personnel (collectively referred to herein as the "Company Parties") will maintain the confidentiality of' the confidential information; (ii) neither Company nor any Company Party shall use such confidential information for its/his/her own benefit; and (iii) neither Company nor any Company Party shall disclose, communicate, disseminate or otherwise divulge such confidential information to any third party, nor shall use or make such information available for any purpose other than those for which Company and/or the Company Parties have obtained Recipient's prior express written consent. c. The obligations of Recipient and Company as set forth in this Section 2 shall expressly survive the expiration or other termination of this Agreement. 3. Presumption of Confidential Information. All materials and information disclosed or disseminated by Company to Recipient and/or any Recipient Party (save and except printed marketing materials which are clearly intended for distribution to third parties) will be presumed to constitute Confidential Information and will be so regarded by Recipient and all Recipient Parties. 4. Non- CircumventionBoth parties do hereby agree that, during the term of this Agreement and for a period of two (2) years following the expiration or other termination of this Agreement, neither party shall, either directly or indirectly (i) attempt in any manner to commercially circumvent, avoid, bypass, or obviate the other party in any transaction with any of the other party's suppliers, brokers, agents, customers or distributors (collectively referred to herein as "Business Entities") in an effort to avoid the payment of, or decrease the amount of, fees, commissions or other compensation which would have otherwise been payable to the other party had the party included the other party in the transaction; or (ii) attempt in any manner to commercially exploit or circumvent the other party's existing or proposed business concepts, plans 2
/s/ DMD NHP ------/s/ DT Broker ------

and/or business contacts, unless the party first obtains the other party's prior written consent (which such consent may be given or withheld at the other party's sole discretion). Both parties specifically understand and agree that the foregoing prohibitions preclude, without limitation, any attempt by either party to contact, negotiate with or enter into any contract or transaction with any of the other party's Business Entity(ies) to the extent that any information relating to the other party's Business Entity(ies) and/or the subject matter of such contact, negotiation, contract and/or transaction with the other party's Business Entity(ies) is contemplated, discussed, disclosed or revealed, in whole or in part, directly or indirectly, in the Confidential Information disclosed by either party to the other party. It is mutually understood and agreed that if either party decides to grant its consent to any proposed circumvention activity by the other party, that party shall have the right (but not the obligation) to condition such consent upon the execution of a written agreement by and between the parties concerning remuneration to be paid to the party pursuant to the consummation of the proposed transaction. Nothing contained herein shall obligate either party to consent to any circumvention activity by the other party. 5. Contact With Company. Recipient shall obtain and/or order goods and services directly from Company. Any of Recipient's customers that order Company goods or services shall be required to place such order to Company through Recipient. Neither Recipient nor any customer of Recipient shall obtain goods or services and/or place orders for such good or services directly to any Company Business Entity. 6. Term Except as indicated below, this Agreement will continue and remain in full force and effect until terminated by either party upon ten (10) days' prior written notice to the other. Notwithstanding the foregoing sentence, in no event shall this Agreement and the obligations, duties and covenants set forth herein be deemed to terminate or otherwise expire as long as any other contract or agreement between Company and Recipient remains in force and effect. 7. Recipient. Unless the context otherwise requires, any reference contained herein to "Recipient" will encompass Recipient and its employees, agents, consultants, officers, directors, representatives, contractors and other personnel and any subsidiaries and/or affiliates of Recipient. Any reference to Company's customers will include the end user(s) of any particular goods and/or services offered by Company, as well as Company' s distributors, agents and other persons or entities to whom or through whom Company sells, or negotiates for the sale of, goods and/or services. 8. Reasonableness of Provisions. Each party acknowledges that the provisions, prohibitions, restrictions and obligations contained in this Agreement, in view of the nature of the business in which both parties are engaged, are reasonable and necessary in order to protect the legitimate interests of both parties, and that any violation thereof by either party would result in irreparable injury to the other party. Both parties agree that, if it or any of its representatives violates any of such provisions, prohibitions, restrictions and obligations, or if either party threatens to violate any such provisions, prohibitions, restrictions and obligations, the other party shall be entitled to obtain from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief against the other party, which right will be cumulative and in addition to any other rights or remedies to which that party may otherwise be entitled at law or in equity. 9. Ownership of Confidential Information. All Confidential Information disclosed or disseminated pursuant to this Agreement (including information contained in computer software or held in electronic storage media) shall be and remain the property of the disclosing party. All such information in tangible form, including without limitation, printed material, computer disks, and similar items, shall be returned to Company promptly upon written request by Company to Recipient or the termination or expiration of this Agreement, whichever is sooner. In no event shall Recipient or any Recipient Party thereafter retain any Confidential Information in any form whatsoever. 3
/s/ DMD NHP ------/s/ DT Broker ------

10. No Intellectual Property Rights Implied. No intellectual property rights, including but limited to, licenses or rights under any patent, copyright, trademark or trade secret, are granted to Recipient nor are to be implied by this Agreement. Neither party is obligated under this Agreement to purchase from or provide to the other party any service or product. 11. Provisions Severable. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and as shall be deemed valid and enforceable. 12. No Assignment. Neither this Agreement nor Recipient's rights, obligations and covenants hereunder may be assigned or transferred, in whole or in part, to any other party. 13. No Relationship of Parties. This Agreement is intended to provide only for the handling and protection of Confidential Information and the avoidance of circumvention of parties. It shall not be construed as a teaming, joint venture, partnership or other similar arrangement or relationship. Specifically, this Agreement shall not be construed in any manner to create an obligation on the part of either party to enter into any contractual service or sales arrangement or to perform any obligations not expressly set forth herein. 14. Notice. Any notice required or permitted to be given pursuant to the terms of this Agreement must be in writing. Such notice will be deemed to be delivered (whether actually received or not) three (3) days after such notice is deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown below for each party. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. Address for Company: National Health Partners, Inc. 120 Gibraltar Road, Suite 107 Horsham, PA 19044 Fax: (215) 682-7116 Address for Recipient: Trident Marketing International Inc. 4410 W. Hillsborough Ave., Suite F Tampa, FL 33614 Fax: (813) 874-3003 Attn: David Taylor, Sr. VP/CFO 4
/s/ DMD NHP ------/s/ DT Broker ------

15. Waiver. Waiver by either party of any breach or failure to comply with any provision of this Agreement by the other party shall not be construed as, nor shall constitute, a continuing waiver of such provision or a waiver of any other breach or failure to comply with any other provision of this Agreement. 16. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between Company and Recipient with respect to the subject matter contemplated herein, and no oral representations, statements, terms or conditions shall be binding on either party. This Agreement may not be amended or modified except by written instrument executed by both Company and Recipient. 17. Headings The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision set forth herein. 18. Construction This Agreement shall be governed and construed in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed therein (excluding choice-of-law principles). Recipient hereby irrevocably submits to the jurisdiction of any state or federal court sitting in Pennsylvania in any action or proceeding brought to enforce or otherwise arising out of or relating to this Agreement, and hereby waives any objection to venue in any such court and any claim that such forum is an inconvenient forum. 5
/s/ DMD NHP ------/s/ DT Broker ------

19. Execution/Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original document, but all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as the date first above written. COMPANY: National Health Partners, Inc.
/s/ David Daniels ----------------------------------Name: David Daniels ----------------------------------Title: President & CEO ----------------------------------By:

RECIPIENT: Trident Marketing International, Inc.
/s/ David Taylor ----------------------------------Name: David Taylor ----------------------------------Title: SVP - CFO ----------------------------------SS#/Tax ID# ------------------------------By:

6
/s/ DMD NHP ------/s/ DT Broker ------

EXHIBIT 10.31 CAREXPRESS BROKER AGREEMENT This CARExpress Broker Agreement (the "Agreement") is made this 12th day of August, 2005 (the "Effective Date") by and between National Health Partners, Inc., an Indiana corporation ("CARExpress") and Hispanic Global LLC ("Broker"). R E C I T A L S: A. CARExpress is engaged in the business of offering comprehensive medical and consumer discount programs (such programs and discounts collectively referred to herein as "CARExpress") whereby CARExpress members can receive discounts off the standard rates and charges assessed by participating providers. B. Broker is an independent contractor engaged in the business of marketing various insurance and/or noninsurance products and services. C. CARExpress and Broker desire to enter into an arrangement whereby Broker will market and make CARExpress available to its members, employees, customers, contacts and affiliated organizations (collectively referred to herein as the "Broker Parties") and CARExpress will compensate Broker for new CARExpress subscribers, all in accordance with the terms and provisions set forth in this Agreement. A G R E E M E N T: NOW, THEREFORE, in consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by CARExpress and Broker, the parties hereto agree as follows: 1. OFFER OF CAREXPRESS. During the term of this Agreement, Broker will actively market CARExpress programs and CARExpress related programs and will make such programs available to Broker Parties. Broker shall be solely responsible for determining the means and methods by which Broker shall market, offer and make available CARExpress programs to the Broker Parties; provided however, that Broker shall act with diligence and in good faith in the performance of its obligations under this Agreement. CARExpress shall cooperate with Broker by providing Broker with written materials, brochures, group presentations and other information deemed reasonably necessary by CARExpress to enable Broker to effectively distribute information regarding the CARExpress programs to the Broker Parties. All marketing materials and information to be distributed by Broker and/or all marketing programs to be implemented by Broker must be approved by CARExpress prior to the distribution of such materials and information and/or the implementation of such marketing programs by Broker. 2. DELIVERY OF NEW MEMBER PACKETS. Notwithstanding any provision to the contrary set forth in this Agreement, in no event shall CARExpress be required to mail, ship or otherwise deliver a New Member Packet (defined below) to any Broker Party unless and until CARExpress (i) has received (a) complete membership information for the applicable Broker Party via a hard copy of the membership application information attached hereto as EXHIBIT A (the "Membership Form") or via telephonic, internet, or electronic download of the membership information set forth on EXHIBIT A; and (b) the full amount (or the applicable monthly payment if such option is available) of such Broker Party's annual membership enrollment in the applicable CARExpress program (such payment referred to herein as the "Membership Payment"); and (ii) has approved the applicant Broker Party for membership in the applicable CARExpress program. Immediately upon 1
/s/ DMD NHP ------/s/ AR7 Broker -------

CARExpress's receipt and approval of a Broker Party's Membership Form and receipt of the Membership Payment due from such Broker Party, CARExpress will process such Broker Party's membership into the applicable CARExpress program. CARExpress shall send a New Member Packet to each qualifying Broker Party on or before thirty (30) days following CARExpress's receipt and approval of the Broker Party's Membership Form and receipt of such party's applicable Membership Payment. Each Broker Party accepted and enrolled into a CARExpress program (such party referred to herein as a "Member") shall be entitled to receive the applicable CARExpress program discounts immediately after receipt of his/her/its New Member Packet. For purposes of this Agreement, a "New Member Packet" shall be defined as a package of materials which shall include, but shall not be limited to, (i) the CARExpress Medical Benefits Network Card which specifies the Member's name, group number, member number and expiration date; and (ii) printed materials which detail the applicable CARExpress program benefits, providers, retailers and other relevant information. 3. BROKER'S COMPENSATION. a. Subject to the limitations specified herein, upon the acceptance and enrollment of a Broker Party into a CARExpress program, Broker shall be entitled to receive compensation in the amounts designated on the payment schedule attached hereto as EXHIBIT B (the "Payment Schedule"). Notwithstanding the foregoing, Broker shall not be entitled to receive any compensation from CARExpress unless and until (i) Broker has provided written notice to CARExpress which identifies the particular person, entity, group account or marketing sponsor claimed by Broker as being a Broker Party (such notice referred to herein as the "Broker Party Identification Notice"); and (ii) CARExpress has received all information requested on the Membership Form from an identified Broker Party and CARExpress has received the applicable Membership Payment from such Broker Party; and (iii) CARExpress has approved the applicant Broker Party for membership in the applicable CARExpress program. As a condition to CARExpress's obligation to compensate Broker, Broker must provide CARExpress with the applicable Broker Party Identification Notice on or before the expiration of thirty (30) days following the date on which the Broker Party submits his/her/its Membership information and Membership Payment to CARExpress. Broker's failure to timely submit the applicable Broker Party Identification Notice shall void CARExpress's obligation to compensate Broker for the applicable Broker Party's acceptance and enrollment into a CARExpress program as well as any renewals of such Broker Party's membership. b. Compensation which is payable to Broker pursuant to this Agreement shall be paid weekly, in arrears, on or before the following Friday. Payment will be through wire transfer, ACH or written check as mutually agreed. It shall be Broker's sole responsibility for notifying CARExpress of any change of address, wiring information and or account numbers. 4. ACQUISITION AND PAYMENT OF GOODS AND SERVICES. Each Member shall obtain goods and services from participating CARExpress service providers and CARExpress medical product retailers in accordance with the terms and conditions specified by CARExpress to such Member from time to time. CARExpress and/or its service providers or retailers shall be solely responsible for billing Members and for collecting any payments and other sums which may be owed by such Members under an applicable CARExpress program. 2
/s/ DMD NHP ------/s/ AR7 Broker -------

5. ELIGIBILITY DETERMINATION. CARExpress, at CARExpress's sole discretion, shall determine the requirements for membership eligibility in any CARExpress program. Without limiting the foregoing, CARExpress shall have the sole right to disapprove any application for membership submitted by a Broker Party if such Broker Party fails to meet the eligibility requirements. CARExpress's eligibility requirements shall comply with all applicable laws and shall not discriminate upon the basis of race, creed, color, religion, sex, national origin, ancestry or other illegal basis. The eligibility requirements for CARExpress program membership are set forth on EXHIBIT C CARExpress shall have the right to supplement, delete, modify or otherwise change such eligibility requirements as may be deemed reasonably necessary by CARExpress from time to time by giving thirty (30) days' prior notice to Broker. 6. RENEWALS AND EXPIRATION OF MEMBERSHIPS. Prior to the expiration of a Member's existing membership in an applicable CARExpress program, CARExpress shall have the right (but not the obligation), either directly or through Broker, to deliver to the Member a notice regarding the renewal of such Member's annual membership in a CARExpress program. Upon CARExpress's receipt of the renewal Membership Payment due from such Member for the renewal period, Broker shall be entitled to receive compensation in the amount and manner set forth on the attached Payment Schedule. Compensation due to Broker for Member renewals shall be paid in accordance with Paragraph 3b above. A Member who fails to renew his/hers/its membership in a CARExpress program on or before the expiration date of such membership (i) will no longer be entitled to participate in any CARExpress program after such expiration date, and (ii) will be required to reactivate their membership by remitting the required Membership Payment before the member is entitled to participate in any CARExpress program If any person or entity attempts to obtain a CARExpress program benefit after the expiration of his/hers/its membership in the applicable CARExpress program, neither CARExpress nor any service provider or supply retailer participating in the CARExpress program shall be obligated to grant any CARExpress program benefits nor shall be required to honor any requests for CARExpress program services or products from such persons or entities 7. CAREXPRESS'S RIGHTS TO MODIFY. No provision set forth in this Agreement shall be deemed to waive or otherwise limit CARExpress's right to modify any of the terms, conditions, provisions, benefits, obligations, providers, suppliers and other matters associated with or relating to any CARExpress program. Without limiting the foregoing, CARExpress shall have the right to increase, decrease or otherwise modify the benefits offered under any CARExpress program at any time, from time to time, and without notice to Broker. Notwithstanding the foregoing, CARExpress shall use good faith efforts to provide to Broker thirty (30) days' advance notification of any material changes or modifications to any CARExpress program; provided however, that CARExpress shall not be liable to Broker for CARExpress's failure to do so. 8. RELATIONSHIP BETWEEN PARTIES: a. Broker and CARExpress shall have the status of, and shall act in all matters hereunder as, independent contractors. Each party shall be free to exercise its own judgment in the performance of its respective obligations under this Agreement. Broker is not an agent of CARExpress, nor shall have any authority to create, extinguish or modify any right, obligation or liability of CARExpress or any of its affiliates to any person or entity whatsoever. Broker shall have no authority to amend, modify, supplement or delete any provision, requirement and/or term set forth in any written document, instrument or other material provided by CARExpress and/or relating to any CARExpress program. Broker shall have no authority to expend monies or otherwise incur expenses on behalf of CARExpress. Notwithstanding the execution of this Agreement and the covenants and agreements contained herein, (i) CARExpress shall have the unconditional right to sell CARExpress program memberships and benefits to other parties, with or without the assistance of Broker, and may engage the services of other brokers, marketers or third parties to do so; and (ii) Broker shall have the unconditional right to sell, market or promote other products and services on behalf of itself and/or third parties, even if such products may be deemed "competitive" with those of CARExpress. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL BROKER HAVE THE RIGHT TO CONTRACT EITHER DIRECTLY OR INDIRECTLY WITH CAREXPRESS'S VENDORS, RETAILERS AND/OR SERVICE PROVIDERS IN VIOLATION OF THE PROVISIONS SET FORTH IN THE NONDISCLOSURE AND NON-CIRCUMVENTION AGREEMENT ATTACHED HERETO AS EXHIBIT D AND MADE A PART HEREOF FOR ALL PURPOSES. 3
/s/ DMD NHP /s/ AR7 Broker

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b. Nothing contained herein shall create any partnership, principal-agent or joint venture arrangement or relationship between Broker and CARExpress. 9. INDEMNITY AND HOLD HARMLESS OBLIGATIONS. a. Broker shall indemnify, defend and hold CARExpress and its officers, directors, agents, consultants, employees and representatives harmless from any and all actions, causes of action, suits, judgments, damages, obligations, costs, fines, penalties, liabilities and claims of any kind, whether based on tort, contract, or otherwise, whether for damages classified as compensatory, exemplary, punitive, or otherwise, whether based on any fiduciary duty or trust relationship or otherwise, whether known or unknown, whether now existing or that might arise hereafter, or whether accrued or to be accrued, (collectively referred to herein as the "Claims"), arising out of or in any way directly or indirectly relating to any misrepresentations, breaches of contract or other acts of malfeasance committed by Broker and/or any officer, director, agent, employee or representative of Broker in connection with the performance of Broker's obligations or the observance of Broker's covenants as set forth in this Agreement and in any Exhibits and addenda attached hereto. b. CARExpress shall indemnify, defend and hold Broker and its officers, directors, agents, consultants, employees and representatives harmless from any and all Claims arising out of or in any way directly or indirectly relating to any misrepresentations, breaches of contract or other acts of malfeasance committed by CARExpress and/or any officer, director, agent, employee or representative of CARExpress in connection with the performance of CARExpress's obligations or the observance of CARExpress's covenants as set forth in this Agreement and in any Exhibits and addenda attached hereto. c. The indemnity and hold harmless obligations set forth in this Section shall survive the expiration and/or termination of this Agreement. 10. TERM OF AGREEMENT. a. This Agreement shall extend for a period of one (1) year from the Effective Date identified above and shall automatically renew for successive twelve month periods (each twelve month period referred to herein as a "Term"), unless written notice of termination is delivered by either party to the other at least thirty (30) days prior to the expiration of the then-current Term. This Agreement shall automatically terminate if Broker files or has filed against it any proceeding involving bankruptcy, dissolution, insolvency, receivership or similar action. b. Upon termination of this Agreement by either party, all obligations of CARExpress to Broker shall immediately cease; provided however, that unless this Agreement is Terminated For Cause (as defined below), CARExpress shall compensate Broker for any acceptances and enrollments of Broker Parties into CARExpress programs if such acceptances and enrollments occurred prior to the termination of this Agreement. Furthermore, unless this Agreement is Terminated For Cause (as defined below), CARExpress shall remain obligated to compensate Broker for membership renewals involving Broker Parties accepted and enrolled as Members in a CARExpress program as long as acceptance and enrollment occurred prior to the termination of this Agreement. 4
/s/ DMD NHP ------/s/ AR7 Broker -------

11. DEFAULT BY BROKER. Notwithstanding any provision set forth herein to the contrary, if Broker breaches or defaults in the performance or observance of any duty, covenant, warranty or obligation as set forth in this Agreement and/or in any Exhibit and Addenda attached hereto, CARExpress shall have the unconditional right to terminate this Agreement immediately upon giving written notice of such termination to Broker. If this Agreement is terminated by CARExpress as a result of a breach or default committed by Broker, this Agreement shall be deemed "Terminated for Cause." IF CAREXPRESS TERMINATES THIS AGREEMENT FOR CAUSE, ALL OBLIGATIONS OF CAREXPRESS TO BROKER SHALL IMMEDIATELY CEASE AND BROKER SHALL NOT BE ENTITLED TO RECEIVE ANY FURTHER COMPENSATION WHATSOVER. Furthermore, CARExpress shall be entitled to pursue any and all other remedies against Broker, which may be available to CARExpress pursuant to the terms of this Agreement or at law or in equity. 12. DEFAULT BY CAREXPRESS. If CARExpress defaults in the performance of its obligations under this Agreement and such default remains uncured for a period of thirty (30) days after written notice of the default is given by Broker, Broker may terminate this Agreement and receive compensation as set forth in 10b, above, as its sole and exclusive remedy. 13. TRADEMARKS, TRADE NAMES, LOGOS, DESIGNATIONS AND COPYRIGHTS. a. Broker shall not alter, erase, deface, overprint or otherwise modify or obliterate any trademark, trade name, logo, designation, copyright and/or notice of proprietary rights printed or indicated on any brochure, document, flyer or other instrument provided by CARExpress and/or relating to any CARExpress program. To the extent Broker markets any CARExpress program via promotional and advertising materials, Broker shall include all appropriate CARExpress proprietary marks on such promotional and advertising materials. b. Broker acknowledges and agrees that it has paid no consideration for the use of any of CARExpress's trademarks, trade names, logos, designations, copyrights and/or notices of proprietary rights relating to the CARExpress programs (collectively referred to herein as the "Proprietary Interests"), and nothing contained herein shall give Broker any right, title or interest in any of the Proprietary Interests. Broker acknowledges and agrees that CARExpress owns and retains all rights, title and interest in and to the Proprietary Interests and agrees that it shall not assert or claim any interest in such Interests or do anything which may adversely affect such Proprietary Interests. Upon the expiration and/or termination of this Agreement, Broker shall immediately cease the display, advertising and use of all materials displaying CARExpress Proprietary Interests. c. Broker agrees to use reasonable efforts to protect CARExpress's Proprietary Interests and to cooperate in CARExpress's efforts to protect its Proprietary Interests. Broker shall promptly notify CARExpress of any known or suspected unauthorized use of CARExpress's Proprietary Interests. 14. REPRESENTATIONS OF BROKER. Broker represents and warrants to CARExpress the following: a. The individual or individuals executing this Agreement are the authorized representatives of Broker and have full authority to bind Broker in accordance with the terms and provisions of this Agreement. b. Broker understands and agrees that the CARExpress programs are medical discount programs and do not constitute insurance programs. Although Broker may market the CARExpress programs as low-cost alternatives to health insurance, Broker shall not market or represent that CARExpress programs constitute health insurance programs. 5
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c. Broker agrees to adhere to all Federal, State, and any other telesales rules in effect now or in the future. This includes but is not limited to ensuring that all leads are scrubbed against the appropriate do not call lists and that internal do not call lists are maintained. d. Broker agrees to record the verification part of all calls and to store those verifications for a minimum of two years. Broker further agrees to index such recording by customer phone number and to make available to CARExpress any requested recording within 24 hours of the request. 15. CONFIDENTIALITY. Broker shall hold all information concerning CARExpress and/or the CARExpress programs negotiated pricing, transactions, suppliers, service providers, distributors, members and customers in confidence and shall not disclose any such information to any third party except to the extent (and only to the extent) required by law or by court ordered directive. Broker acknowledges and agrees that any information emanating from CARExpress's operations and/or the operations of any CARExpress program shall constitute "Confidential and Proprietary Information." Broker (on behalf of itself, its employees, agents, representatives and contractors) agrees that it shall not duplicate or disclose any Confidential and Proprietary Information unless (i) specifically authorized pursuant to the terms of the Non-Disclosure/Non-Circumvention Agreement (defined below); and (ii) Broker obtains CARExpress's prior written authorization to such duplication and/or disclosure. Prior to or simultaneously with the execution of this Agreement, Broker and CARExpress have executed that certain Non-Disclosure/Non-Circumvention Agreement, a copy of which is attached hereto and made a part hereof for all purposes as EXHIBIT D. The terms, provisions and conditions set forth in the NonDisclosure/Non-Circumvention Agreement shall be fully incorporated into this Agreement as if such terms, provisions and conditions were expressly set forth herein. 16. FORCE MAJEURE. Notwithstanding any provision contained herein to the contrary, in no event shall CARExpress be deemed in default in the performance of its obligations under this Agreement, nor shall CARExpress be liable for any damages or penalties by reason of CARExpress' failure to perform under this Agreement if such failure results directly or indirectly from fire, explosion, strike, Act of God, public enemy, war, civil disturbance, act of government or agency or official thereof, or any other cause beyond the reasonable control of CARExpress. 17. NOTICE. Any notice required or permitted to be given pursuant to the terms of this Agreement must be in writing. Such notice will be deemed to be delivered (whether actually received or not) three (3) days after such notice is deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown below for each party. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. Address for CARExpress: National Health Partners, Inc. 120 Gibraltar Road, Suite 107 Horsham, PA 19044 Fax: (215) 682-7116 6
/s/ DMD NHP ------/s/ AR7 Broker -------

Address for Broker: 1800 NW 87th Avenue Suite #714-25322 Miami, FL 33172 18. WAIVER. Waiver by either party of any breach or failure to comply with any provision of this Agreement by the other party shall not be construed as, nor shall constitute, a continuing waiver of such provision or a waiver of any other breach or failure to comply with any other provision of this Agreement. 19. ENTIRE AGREEMENT AND AMENDMENT. This Agreement and the attached Exhibits and addenda constitute the entire agreement between Broker and CARExpress with respect to the subject matter contemplated herein, and no representation, statement, term or condition not expressly set forth herein shall be binding on either party. This Agreement may not be amended or modified except by written instrument executed by both Broker and CARExpress. 20. HEADINGS. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision set forth herein. 21. CONSTRUCTION. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made and to be performed therein (excluding choice-oflaw principles). Broker hereby irrevocably submits to the jurisdiction of any state or federal court sitting in Pennsylvania in any action or proceeding brought to enforce or otherwise arising out of or relating to this Agreement, and hereby waives any objection to venue in any such court and any claim that such forum is an inconvenient forum. 7
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22. EXECUTION/COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original document, but all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as the date first above written. CAREXPRESS National Health Partners, Inc.
By: /s/ David Daniels ---------------------------------Name: David Daniels ---------------------------------Title: President & CEO ----------------------------------

BROKER: Hispanic Global LLC
/s/ Arie O. Rapaport ---------------------------------Name: Arie O. Rapaport ---------------------------------Title: VP Business Development ---------------------------------SS#/Tax ID# 20-1034802 -----------------------------By:

8
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EXHIBIT A REQUIRED CAREXPRESS MEMBERSHIP APPLICATION INFORMATION 1. Date of application 2. Member Name 3. Date of Birth 4. Gender 5. Relationship 6. Address 7. Telephone Number 8. Dependent Info a. Name b. Date of Birth c. Gender d. Relationship 9. CARExpress plan options selected 10. Sponsor code (if applicable) 11. Broker name (if applicable) 12. Method of payment as follows: a. Enclosed check b. Credit card number and date of expiration c. Bank draft information 13. Signed and completed billing authorization when using Dr./Hosp. Program only
/s/ DMD NHP ------/s/ AR7 Broker -------

EXHIBIT B CAREXPRESS PACKAGE EXAMPLES
Programs -------Retail Rx Mail Order Rx Vision Care Dental Care 24-Hr. Nurseline Chiropractic Care Complementary/Alternative Care Hearing Care Medical Supplies/Equipment Physician/Hospital/Ancillary Suggested Retail Price: Comprehensive ------------X X X X X X X X X X $39.95/mo. $29.95/mo. $19.95/mo. $14.95/mo. Supplemental -----------X X X X X X X X X Preferred --------X X X X X X X Dental/Vision -------------

Assumptions: 1. Each membership includes all individuals living in the same household. 2. Cost includes CARExpress membership kit and card with sponsoring organization name and/or logo imprinted on the card. 3. CARExpress will provide all customer service and fulfillment for members. 4. Monthly payments must be via credit card or ACH.

EXHIBIT C ELIGIBILITY REQUIREMENTS CARExpress Programs The CARExpress program has very few requirements/restrictions when determining member eligibility and they are as follows: o Member must complete and submit all the essential membership data as depicted in Exhibit A, Membership Form, either via telephone, fax, on-line or hard copy. o Member will maintain a "member in good standing" status as long as payment for their membership year remains current. Payment/payment method must be submitted in conjunction with the membership application.
/s/ DMD NHP ------/s/ AR7 Broker -------

EXHIBIT D NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT This Non-Disclosure and Non-Circumvention Agreement (the "Agreement") is entered into on this 12th day of August, 2005, by and between National Health Partners, Inc., an Indiana corporation, ("Company) and Hispanic Global LLC ("Recipient"). R E C I T A L S: A. Company is engaged in the business of offering comprehensive medical and consumer discount programs whereby program members can receive discounts off the standard rates and charges assessed by participating providers. B. Recipient is an independent contractor engaged in the business of marketing various insurance and/or noninsurance type products and services to the public. C. Company and Recipient are negotiating (or will negotiate) a possible business arrangement between the two entities. As part of the negotiations (and before Recipient will be able to conduct business with Company) Company and Recipient must disclose to each other certain information which is deemed confidential. D. Company and Recipient desire to maintain the confidentiality of such information and to protect Company's rights, title and interests in and to the subject matter to which the information relates. A G R E E M E N T: NOW, THEREFORE, in consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Company and Recipient, the parties hereto agree as follows: 1. Confidential Information For purposes of this Agreement, "Confidential Information" shall be defined as follows: a. Confidential Information shall refer to all proprietary information of the Company, including without limitation: advertising and sales materials, data processing reports, customer sales analyses, customer lists, invoices, price lists and information, samples, process descriptions, manufacturing processes, business methods, business policies, procedures, techniques, research and development projects and results, trade secrets, writings, computer programs, services software, technical data, research information, product data, documents, specifications, diagrams, charts, models, marketing studies, and other knowledge and processes of or developed by or on behalf of Company and all projections, financial information, and other information relating to customers, suppliers, distributors, projects under consideration or bid, profits, costs, pricing or tooling, names, addresses and contacts of customers, clients, suppliers and distributors, and any and all data on or relating to past, present and/or prospective customers or clients, and any and all other materials and information relating to or dealing with the business operations or activities of Company, whether such information is written or oral, tangible or intangible, whether machine readable or otherwise, which Company holds confidential. 1
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b. Confidential Information shall not include information which (i) is known to Recipient at the time of Company's disclosure to Recipient (upon Recipient's presentation of written evidence to Company); (ii) has become a matter of public knowledge through no wrongful act of Recipient or any Recipient Party; or (iii) has been rightfully received by Recipient from a third party specifically authorized to make such disclosures. In the event that disclosed information shall be established to have been known by Recipient prior to the disclosure thereof by Company (by reference to any publication thereof by Recipient or by reference to any internal writing or other business record normally maintained by Recipient in the ordinary course of business), such information shall not be deemed Confidential Information for purposes of this Agreement following Recipient's written notification to Company regarding such prior knowledge. 2. Non-Disclosure of Confidential Information. Recipient shall use all reasonable efforts to protect all Confidential Information received from or disclosed by the Company from dissemination and disclosure to third parties as follows: a. During the term of this Agreement and at all times thereafter, Recipient will use all reasonable efforts to ensure that (i) Recipient and Recipient's employees, agents, consultants, officers, directors, representatives, contractors and other personnel (collectively referred to herein as the "Recipient Parties") will maintain the confidentiality of' the Confidential Information; (ii) neither Recipient nor any Recipient Party shall use such Confidential Information for its/his/her own benefit; and (iii) neither Recipient nor any Recipient Party shall disclose, communicate, disseminate or otherwise divulge such Confidential Information to any third party, nor shall use or make such Confidential Information available for any purpose other than those for which Recipient and/or the Recipient Parties have obtained Company's prior express written consent. b. To the extent information is provided by Recipient and is identified as confidential by Recipient, Company will use all reasonable efforts to ensure that (i) Company and Company's employees, agents, consultants, officers, directors, representatives, contractors and other personnel (collectively referred to herein as the "Company Parties") will maintain the confidentiality of' the confidential information; (ii) neither Company nor any Company Party shall use such confidential information for its/his/her own benefit; and (iii) neither Company nor any Company Party shall disclose, communicate, disseminate or otherwise divulge such confidential information to any third party, nor shall use or make such information available for any purpose other than those for which Company and/or the Company Parties have obtained Recipient's prior express written consent. c. The obligations of Recipient and Company as set forth in this Section 2 shall expressly survive the expiration or other termination of this Agreement. 3. Presumption of Confidential Information. All materials and information disclosed or disseminated by Company to Recipient and/or any Recipient Party (save and except printed marketing materials which are clearly intended for distribution to third parties) will be presumed to constitute Confidential Information and will be so regarded by Recipient and all Recipient Parties. 4. Non- Circumvention by Recipient. Recipient does hereby agree that, during the term of this Agreement and for a period of two (2) years following the expiration or other termination of this Agreement, neither Recipient nor any Recipient Party shall, either directly or indirectly (i) attempt in any manner to commercially circumvent, avoid, bypass, or obviate Company in any transaction with any of Company's suppliers, brokers, agents, customers or distributors (collectively referred to herein as "Company Business Entities") in an effort to 2
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avoid the payment of, or decrease the amount of, fees, commissions or other compensation which would have otherwise been payable to Company had Recipient or the Recipient Party included Company in the transaction; or (ii) attempt in any manner to commercially exploit or circumvent Company's existing or proposed business concepts, plans and/or business contacts, unless Recipient or the Recipient Party first obtains Company's prior written consent (which such consent may be given or withheld at Company's sole discretion). Recipient specifically understands and agrees that the foregoing prohibitions preclude, without limitation, any attempt by Recipient or any Recipient Party to contact, negotiate with or enter into any contract or transaction with any Company Business Entity(ies) to the extent that any information relating to the Company Business Entity(ies) and/or the subject matter of such contact, negotiation, contract and/or transaction with the Company Business Entity(ies) is contemplated, discussed, disclosed or revealed, in whole or in part, directly or indirectly, in the Confidential Information disclosed by Company to Recipient. It is mutually understood and agreed that if Company decides to grant its consent to any proposed circumvention activity by Recipient or any Recipient Party, Company shall have the right (but not the obligation) to condition such consent upon the execution of a written agreement by and between Company and Recipient (and/or the Recipient Party, as applicable) concerning remuneration to be paid to Company pursuant to the consummation of the proposed transaction. Nothing contained herein shall obligate Company to consent to any circumvention activity by Recipient and/or any Recipient Party. 5. Contact With Company. Recipient shall obtain and/or order goods and services directly from Company. Any of Recipient's customers that order Company goods or services shall be required to place such order to Company through Recipient. Neither Recipient nor any customer of Recipient shall obtain goods or services and/or place orders for such good or services directly to any Company Business Entity. 6. Term. Except as indicated below, this Agreement will continue and remain in full force and effect until terminated by either party upon ten (10) days' prior written notice to the other. Notwithstanding the foregoing sentence, in no event shall this Agreement and the obligations, duties and covenants set forth herein be deemed to terminate or otherwise expire as long as any other contract or agreement between Company and Recipient remains in force and effect. 7. Recipient. Unless the context otherwise requires, any reference contained herein to "Recipient" will encompass Recipient and its employees, agents, consultants, officers, directors, representatives, contractors and other personnel and any subsidiaries and/or affiliates of Recipient. Any reference to Company's customers will include the end user(s) of any particular goods and/or services offered by Company, as well as Company' s distributors, agents and other persons or entities to whom or through whom Company sells, or negotiates for the sale of, goods and/or services. 8. Reasonableness of Provisions. Each party acknowledges that the provisions, prohibitions, restrictions and obligations contained in this Agreement, in view of the nature of the business in which Company is engaged, are reasonable and necessary in order to protect the legitimate interests of Company, and that any violation thereof by Recipient would result in irreparable injury to Company. Recipient agrees that, if it or any Recipient Party violates any of such provisions, prohibitions, restrictions and obligations, or if Recipient or any Recipient Party threatens to violate any such provisions, prohibitions, restrictions and obligations, Company shall be entitled to obtain from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief against Recipient and/or the Recipient Party, which right will be cumulative and in addition to any other rights or remedies to which Company may otherwise be entitled at law or in equity. 3
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9. Ownership of Confidential Information. All Confidential Information disclosed or disseminated pursuant to this Agreement (including information contained in computer software or held in electronic storage media) shall be and remain the property of the Company. All such information in tangible form, including without limitation, printed material, computer disks, and similar items, shall be returned to Company promptly upon written request by Company to Recipient or the termination or expiration of this Agreement, whichever is sooner. In no event shall Recipient or any Recipient Party thereafter retain any Confidential Information in any form whatsoever. 10. No Intellectual Property Rights Implied. No intellectual property rights, including but limited to, licenses or rights under any patent, copyright, trademark or trade secret, are granted to Recipient nor are to be implied by this Agreement. Neither party is obligated under this Agreement to purchase from or provide to the other party any service or product. 11. Provisions Severable. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and as shall be deemed valid and enforceable. 12. No Assignment. Neither this Agreement nor Recipient's rights, obligations and covenants hereunder may be assigned or transferred, in whole or in part, to any other party. 13. No Relationship of Parties. This Agreement is intended to provide only for the handling and protection of Confidential Information and the avoidance of circumvention of parties. It shall not be construed as a teaming, joint venture, partnership or other similar arrangement or relationship. Specifically, this Agreement shall not be construed in any manner to create an obligation on the part of either party to enter into any contractual service or sales arrangement or to perform any obligations not expressly set forth herein. 14. Notice. Any notice required or permitted to be given pursuant to the terms of this Agreement must be in writing. Such notice will be deemed to be delivered (whether actually received or not) three (3) days after such notice is deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown below for each party. Notice may also be given by regular mail, personal delivery, courier delivery, facsimile transmission, or other commercially reasonable means and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. Address for Company: National Health Partners, Inc. 120 Gibraltar Road, Suite 107 Horsham, PA 19044 Fax: (215) 682-7116 4
/s/ DMD NHP ------/s/ DT Broker ------

Address for Recipient: 1800 NW 87th Avenue Suite #714-25322 Miami, FL 33172 15. Waiver. Waiver by either party of any breach or failure to comply with any provision of this Agreement by the other party shall not be construed as, nor shall constitute, a continuing waiver of such provision or a waiver of any other breach or failure to comply with any other provision of this Agreement. 16. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between Company and Recipient with respect to the subject matter contemplated herein, and no oral representations, statements, terms or conditions shall be binding on either party. This Agreement may not be amended or modified except by written instrument executed by both Company and Recipient. 17. Headings The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision set forth herein. 18. Construction This Agreement shall be governed and construed in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed therein (excluding choice-of-law principles). Recipient hereby irrevocably submits to the jurisdiction of any state or federal court sitting in Pennsylvania in any action or proceeding brought to enforce or otherwise arising out of or relating to this Agreement, and hereby waives any objection to venue in any such court and any claim that such forum is an inconvenient forum. 5
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19. Execution/Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original document, but all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as the date first above written. COMPANY: National Health Partners, Inc.
By: /s/ David Daniels ----------------------------------Name: David Daniels ----------------------------------Title: President & CEO -----------------------------------

RECIPIENT: Hispanic Global LLC
By: /s/ Arie O. Rapaport ----------------------------------Name: Arie O. Rapaport ----------------------------------Title: VP Business Development ----------------------------------SS#/Tax ID# 20-1034802 -------------------------------

6
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EXHIBIT 10.34 CONSULTING AGREEMENT This Consulting Agreement ("Agreement"), dated October 5, 2005, is entered into by and between National Health Partners, an Indiana corporation (the "Company"), and R. Dennis Bowers, an individual resident of the Commonwealth of Pennsylvania ("Consultant"). WITNESSETH: WHEREAS, Consultant desires to provide consulting services (collectively, "Consulting Services") to the Company and the Company desires to retain Consultant to provide such consulting services to the Company on mutually acceptable terms. NOW, THEREFORE, in consideration of the promises and conditions set forth herein, the receipt and sufficiency of which hereby is acknowledged, and intending to be legally bound, the Company and Consultant agree as follows: 1. Retention. The Company hereby retains Consultant to provide certain consulting services to the Company for a term commencing on the date hereof and terminating on January 5, 2007 (the "Consulting Term"), and Consultant hereby accepts such engagement, pursuant to the terms and conditions set forth herein. 2. Independent Contractor. Consultant and the Company acknowledge and agree that the relationship hereunder created is one of an independent contractor and not one of employment. Consultant shall at all times during the Consulting Term act as an independent contractor and nothing hereunder shall be construed to be inconsistent with this relationship or status or create or imply a relationship of employer-employee between the Company and Consultant. Consultant shall not hold himself out to third parties as an employee or officer of the Company, and shall have no authority to bind or commit the Company, legally or otherwise. Except as expressly provided herein, the Consultant shall not be entitled to any benefits paid by the Company to its employees. The Consultant shall be solely responsible for any tax consequences applicable to him by reason of this Agreement and the relationship established hereunder, and the Company shall not be responsible for the payment of any federal, state or local taxes or contributions imposed under any employment insurance, social security, income tax or other tax law or regulation with respect to the Consultant's performance of consulting services hereunder. Company and Consultant shall report any and all payments made by Company pursuant to this Agreement to the appropriate governmental agencies in a manner consistent with Consultant's status as an independent contractor. 3. Compensation. The Company hereby agrees to provide Consultant with the following payments in consideration of his agreement to provide the Consulting Services: (a) The Company shall make fifteen (15) monthly payments (each a "Monthly Payment") to Consultant on the terms provided herein. The first Monthly Payment shall be made on the date that is eight (8) days after the date this Agreement is fully executed by the parties. The remaining fourteen (14) monthly payments shall be made on the 22nd day of each month commencing October 22, 2005 and ending November 22, 2006. In the Company's sole and absolute discretion, Monthly Payments may be paid: (i) in cash, or (ii) in shares of common stock, $.001 par value per share ("Common Stock"), of the Company so long as such shares have been registered for immediate resale to the public on a registration statement on Form S-8, the average of the closing bid and asked prices for the Company's Common Stock over the immediately preceding 10-day trading period has averaged at least $.50 per share, and the fair market value of the shares of Company Common Stock that have traded over the immediately preceding 10-day period has averaged $50,000 per trading day (to be determined by: (x) for each

individual trading day, multiplying the total number of shares traded on such trading day by the average of the closing bid and asked prices for the Company's Common Stock on such trading day, (y) adding together the totals obtained in (x) for each trading day, and (z) dividing the total obtained in (y) by the total number of shares traded over the 10-day period). If the Company wishes to pay a Monthly Payment in shares of Common Stock but is unable to meet all of the conditions of subsection (ii) of the preceding sentence, the Company must pay the Monthly Payment in cash. If the Company elects to pay the Monthly Payment in cash, the amount of the Monthly Payment shall be $9,500. If the Company elects to pay the Monthly Payment in shares of Common Stock, the number of shares of Common Stock to be issued by the Company to the Consultant shall be the number determined by dividing: (i) $10,000, by (ii) the Fair Market Value (as defined below) of one share of Common Stock on the day prior to the issuance of such shares. The Company's decision to pay a Monthly Payment in cash or in shares of Common Stock in one month shall not be binding upon the Company for any subsequent month; the Company shall have the sole and absolute power to decide whether to pay a particular Monthly Payment in cash or in shares of Common Stock when the Company makes the Monthly Payment to Consultant. If the Company elects to pay a Monthly Payment in shares of Common Stock, the Company shall deliver the shares to Consultant or, at Consultant's direction, to a brokerage designated by Consultant, by noon on the day the Monthly Payment is due. For purposes of this Section 3(a), the "Fair Market Value" for any day shall be determined as follows: (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 asked prices of the 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 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 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; or (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 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 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 for the most recent day for which such prices were reported. 2

(b) Consultant shall be entitled to receive commissions on the terms and subject to the conditions set forth in Section 5 hereof. 4. Termination. (a) Termination by Consultant. (i) This Agreement may be terminated by Consultant at any time for any reason subject only to the provisions of this Section 4. If this Agreement is terminated by Consultant pursuant to this Section 4(a), the Company shall pay Consultant the full amount of any fees owing to Consultant in accordance with Section 3 hereof through the effective date of such termination and shall thereafter be under no further obligation to provide any payment to Consultant hereunder. (ii) If the Company breaches Section 3(a) of this Agreement and does not cure such breach within ten (10) business days of the date such breach occurred, Consultant may terminate this Agreement and each of the agreements set forth on Exhibit A attached hereto. (b) Termination by the Company. (i) If Consultant breaches any provision of this Agreement and does not cure such breach within ten (10) business days of the date such breach occurred, this Agreement may be terminated by the Company, provided, however, that the Company shall continue making all payments to Consultant in the manner set forth in Section 3 hereof notwithstanding such breach, and provided further, that if it is established in a court of law that Consultant committed such breach, Consultant shall then reimburse the Company for all payments made to Consultant that were: (x) payable to Consultant after the date of such breach, in the case of Section 3(a), or (y) earned by Consultant after the date of such breach, in the case of Section 3(b). (ii) If Consultant: (x) revokes his acceptance of any of the agreements set forth on Exhibit A attached hereto; or (y) breaches any of Sections 1, 3, 5, 6 or 7 of the Separation and Settlement Agreement, dated on or about the date hereof, by and between the Company and Consultant, and does not cure such breach within ten (10) business days of the date such breach occurred, this Agreement may be terminated by the Company, in which event the Company shall pay Consultant the full amount of any fees owing to Consultant in accordance with Section 3 hereof through the effective date of such termination and shall thereafter be under no further obligation to provide any payment to Consultant hereunder. 3

(c) Death of Consultant. This Agreement shall terminate on the date of Consultant's death, in which event the Company shall pay Consultant's estate the full amount of any fees owing to Consultant in accordance with Section 3 hereof through the date of Consultant's death and shall thereafter be under no further obligation to provide any payment to Consultant's estate hereunder. 5. Commissions and Non-Compete. (a) During the Consulting Term, Consultant agrees: (i) Not to build a discount point of service network or national healthcare savings network similar to the Company's CARExpress national healthcare savings network ("CARExpress") which would compete with CARExpress. (ii) Not to compete with the Company or to divert business away from the Company which the Company presently contracts to provide. (iii) Not to dissuade or attempt to dissuade any of the Company's current contracted clients or providers to limit or discontinue business with the Company. (iv) Not to market products of the Company to the corporate clients of the Company listed on Exhibit B of this Agreement, or any of their current and former parents, affiliates or subsidiaries, current or former principals, officers, directors, partners, relatives, business associates or related parties, without the written consent of the Chief Executive Officer of the Company. In the event the Company chooses to not purchase a particular new product or pursue a particular transaction presented to it by Consultant, Consultant shall be free to market such product or transaction to any other person or company, and any such actions by Consultant shall not be considered a breach of any provision of this Agreement. (v) The parties hereto agree that, due to the nature of the Company's business, the duration and scope of the non-competition and non-solicitation provisions set forth above are reasonable. In the event that any court determines that the duration or the geographic scope, or both, are unreasonable and that such provisions are to that extent unenforceable, the parties hereto agree that such provisions shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that the non-competition and non-solicitation provisions herein shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. Consultant agrees that damages are an inadequate remedy for any breach of such provisions and that the Company shall, whether or not it is pursuing any potential remedies at law, be entitled to seek in any court of competent jurisdiction, equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of either of these competition provisions. If Consultant shall violate Section 5(a), the duration of Section 5(a) shall be extended automatically as against Consultant for a period equal to the period during which the Consultant shall have been in violation of Section 5(a). The covenants contained in Section 5(a) are deemed to be material and the Company is entering into this Agreement in reliance upon such covenants. 4

(b) Consultant agrees to market the Company's products to any of Consultant's prospective clients which could be utilizing a discount point of service network, either as a stand-alone program or blended with insurance or other benefit programs. However, if a client decides for any reason not to choose to use the Company's product (e.g. for reasons of pricing, customer service, or capability) or has already contracted with another point of service network which is a competitor to the Company, then Consultant shall not be held responsible for such decision and may freely integrate the competitor's product into Consultant's other product offerings. The Company agrees not to refuse permission to Consultant unless the product being sold is in direct competition with the Company or would otherwise materially harm the Company economically. (c) As an incentive for Consultant to comply with the non-compete provisions set forth in Section 5(a) above, the Company will pay aggregate commissions equal to 50% of the gross revenues received by the Company from sales of Company products generated by Consultant's client accounts provided they are sold at the Company's suggested retail rates. Such commissions shall be paid by the Company to Consultant or, at Consultant's direction, in whole or in part to such other brokers, sub-brokers or other persons that have earned a commission in connection with such sales. In no event shall the aggregate commissions payable by the Company under this Section 5(c) in connection with such sales exceed 50% of the gross revenues received by the Company from such sales. Should a lower selling price be required, then the Company and Consultant will mutually agree upon a reduced fee and commission schedule. The Company will also facilitate with Consultant a private-labeled link to the CARExpress web site for a one-time fee of $400, to be effective within 30 calendar days of the date hereof. (d) Both Consultant and the Company acknowledge that prior to the termination of Consultant's employment with the Company, Consultant had made formal presentations to prospective clients for Company product sales. A list of such prospective clients is attached as Exhibit C to this Agreement. If Consultant should succeed in selling Company products to any of these clients, then Consultant agrees to accept and the Company agrees to pay a lesser aggregate commission of only 40% of the gross revenues received by the Company from sales of Company products to or through these prospective clients. Such commissions shall be paid by the Company to Consultant or, at Consultant's direction, in whole or in part to such other brokers, sub-brokers or other persons that have earned a commission in connection with such sales. In no event shall the aggregate commissions payable by the Company under this Section 5(d) in connection with such sales exceed 40% of the gross revenues received by the Company from such sales. 5

(e) The decision of whether to purchase any new product or pursue any transaction Consultant presents to the Company shall be made by the Company in its sole and absolute discretion. In the event the Company chooses to not purchase a particular new product or pursue a particular transaction presented to it by Consultant, Consultant shall be free to market such product or transaction to any other person or company, and any such actions by Consultant shall not be considered a breach of any provision of this Agreement. Except as otherwise provided in Section 4, upon the termination or expiration of this Agreement, Consultant shall thereafter be entitled to receive the commissions described under this Section 5 for a period of three years. Upon the completion of such three-year period, Consultant shall thereafter be entitled to receive reduced commissions equal to 85% of the commissions otherwise payable hereunder for a period of two years. Upon the completion of such two-year period, the Company shall thereafter be under no further obligation to provide any payment to Consultant. Except as otherwise provided herein, unless agreed to in writing by the Chief Executive Officer of the Company, in no event shall Consultant be entitled to receive any commission of any kind with respect to any new product which the Company was in the process of developing prior to the date hereof, with respect to any proposed transaction for which the Company had taken any action prior to the date hereof, or with respect to any transaction with any person with whom the Company had made contact with prior to the date hereof. In the event any terms of this Section 5(e) are inconsistent with any terms of any of subsections (a) through (d) of Section 5, then this Section 5 (e) shall govern as to such terms. 6. Business Property. (a) Company Business Property. All records, files, lists, including computer generated lists, drawings, documents, software, documents, equipment, models, binaries, object modules, libraries, source code and similar items, customer lists, health care provider lists, lists of prospective customers, and contracts relating to the Company's business that Consultant shall prepare or receive from the Company and all Company Confidential Information (as defined in Section 7(a) below) shall remain the Company's sole and exclusive property ("Company Business Property"). For the purpose of this Agreement, "Company Confidential Information" shall include, but not be limited to, information consisting of research and development, patents, trademarks and copyrights and applications thereto, technical information, computer programs, software, methodologies, innovations, software tools, know-how, knowledge, designs, drawings, specifications, concepts, data, reports, processes, techniques, documentation, pricing, marketing plans, customer and prospect lists, trade secrets, financial information, salaries, business affairs, suppliers, profits, markets, sales strategies, forecasts, and any other information not available to the general public, whether written or oral, which Consultant knows or has reason to know the Company would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. Upon termination of this Agreement, Consultant shall promptly return to the Company all property of the Company in his possession, including Company Business Property. Consultant further represents that he will not copy or cause to be copied, print out, or cause to be printed out any Company Business Property other than as specifically authorized and required in the performance of Consultant's duties hereunder. Consultant additionally represents that, upon termination of this Agreement, he will not retain in his possession any such Company Business Property. 6

(b) Consultant Business Property. All records, files, lists, including computer generated lists, drawings, documents, software, documents, equipment, models, binaries, object modules, libraries, source code and similar items, customer lists, health care provider lists, lists of prospective customers, and contracts relating to Consultant's business that the Company shall prepare or receive from Consultant and all Consultant Confidential Information (as defined in Section 7(b) below) shall remain Consultant's sole and exclusive property ("Consultant Business Property"). For the purpose of this Agreement, "Consultant Confidential Information" shall include, but not be limited to, information consisting of research and development, patents, trademarks and copyrights and applications thereto, technical information, computer programs, software, methodologies, innovations, software tools, know-how, knowledge, designs, drawings, specifications, concepts, data, reports, processes, techniques, documentation, pricing, marketing plans, customer and prospect lists, trade secrets, financial information, salaries, business affairs, suppliers, profits, markets, sales strategies, forecasts, and any other information not available to the general public, whether written or oral, which the Company knows or has reason to know Consultant would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. Upon termination of this Agreement, the Company shall promptly return to Consultant all property of Consultant in its possession, including Consultant Business Property. The Company further represents that it will not copy or cause to be copied, print out, or cause to be printed out any Consultant Business Property other than as specifically authorized and required in the performance of the Company's duties hereunder. The Company additionally represents that, upon termination of this Agreement, it will not retain in its possession any such Consultant Business Property. 7. Protection of Confidential Information. (a) Company Confidential Information. Consultant understands that his consulting arrangement with the Company creates a relationship of trust and confidence between Consultant and the Company. Consultant will not use or disclose, or allow anyone else to use or disclose, any Company Confidential Information (as defined below) relating to the Company, its products, services, suppliers or customers except as may be necessary in the performance of Consultant's duties hereunder or as may be specifically authorized in advance by appropriate officers of the Company. "Company Confidential Information" shall include, but not be limited to, information consisting of research and development, patents, trademarks and copyrights and applications thereto, technical information, computer programs, software, methodologies, innovations, software tools, know-how, knowledge, designs, drawings, specifications, concepts, data, reports, processes, techniques, documentation, pricing, marketing plans, customer and prospect lists, trade secrets, financial information, salaries, business affairs, suppliers, profits, markets, sales strategies, forecasts, and any other information not available to the general public, whether written or oral, which Consultant knows or has reason to know the Company would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. Consultant will keep Company Confidential Information secret and will not allow any unauthorized use of the same, whether or not any document containing it is marked as confidential. These restrictions, however, will not apply to Company Confidential Information that has become known to the public generally through no fault or breach of Consultant or that the Company regularly gives to third parties without restriction on use or disclosure. 7

(b) Consultant Confidential Information. The Company understands that its consulting arrangement with Consultant creates a relationship of trust and confidence between the Company and Consultant. The Company will not use or disclose, or allow anyone else to use or disclose, any Consultant Confidential Information (as defined below) relating to Consultant, his products, services, suppliers or customers except as may be necessary in the performance of the Company's duties hereunder or as may be specifically authorized in advance by Consultant. "Consultant Confidential Information" shall include, but not be limited to, information consisting of research and development, patents, trademarks and copyrights and applications thereto, technical information, computer programs, software, methodologies, innovations, software tools, know-how, knowledge, designs, drawings, specifications, concepts, data, reports, processes, techniques, documentation, pricing, marketing plans, customer and prospect lists, trade secrets, financial information, salaries, business affairs, suppliers, profits, markets, sales strategies, forecasts, and any other information not available to the general public, whether written or oral, which the Company knows or has reason to know Consultant would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. The Company will keep Consultant Confidential Information secret and will not allow any unauthorized use of the same, whether or not any document containing it is marked as confidential. These restrictions, however, will not apply to Consultant Confidential Information that has become known to the public generally through no fault or breach of the Company or that Consultant regularly gives to third parties without restriction on use or disclosure. 8. Notices. All notices, requests, demands, and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or mailed within the continental United States by first class, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: If to the Company: National Health Partners, Inc. 120 Gibraltar Road, Suite 107 Horsham, PA 19044 Attn: Chief Executive Officer If to the Consultant: R. Dennis Bowers P.O. Box 94 Lahaska, PA 18974 9. Miscellaneous. (a) Legal Proceedings. The parties agree that in the event one party breaches any part or parts of this Agreement, legal proceedings may be instituted against that party for breach of contract. The nonprevailing party in such legal proceedings shall reimburse the prevailing party for the reasonable costs and expenses, including attorneys, fees, incurred. 8

(b) Non-Disparagement. The Company and Consultant shall not engage in any conduct or make any statement that would disparage the other or their respective business interests in any way. (c) Injunctive Relief. Consultant and the Company hereby agree and acknowledge that in the event of a breach or threatened breach of this Agreement by Consultant or the Company, as the case may be, the Company or Consultant, as the case may be, may suffer irreparable harm and monetary damages alone would not adequately compensate the Company or Consultant, as the case may be. Accordingly, the Company or Consultant, as the case may be, will therefore be entitled to injunctive relief to enforce this Agreement. (d) Survival. Notwithstanding any termination of this Agreement, the obligations of the Company and Consultant under Sections 5(a), 6 and 7 hereof shall survive and remain in full force and effect in accordance with their respective terms. (e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any action arising out of or relating to any of the provisions of this Agreement may be brought and prosecuted only in the courts of, or located in, the Commonwealth of Pennsylvania, and in the event of such election the parties hereto consent to the jurisdiction and venue of said courts. (f) Captions. Captions herein are inserted for convenience, do not constitute a part of this Agreement, and shall not be admissible for the purpose of proving the intent of the parties. (g) Counterparts. This Agreement may be executed in counterparts and delivered via fax, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. (h) Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto regarding the Consulting Services and cancels all previous negotiations, agreements, commitments, and writings regarding the Consulting Services. Neither of the parties hereto has relied upon any representation made by or on behalf of the other party and the same are not enforceable except to the extent set forth in writing in this Agreement. [Remainder of page intentionally left blank] 9

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.
/s/ R. Dennis Bowers --------------------------------R. Dennis Bowers

NATIONAL HEALTH PARTNERS, INC.
By: /s/ Roger H. Folts ---------------------------Roger H. Folts Chief Financial Office

10

Exhibit A Separation and Settlement Agreement, dated October 5, 2005, by and between National Health Partners, Inc. and R. Dennis Bowers. Mutual General Release, dated October 5, 2005, by and between National Health Partners, Inc. and R. Dennis Bowers. Irrevocable Proxy, dated October 5, 2005, granted by R. Dennis Bowers to the Chief Executive Officer of National Health Partners. Endorsement, dated October 5, 2005, executed by R. Dennis Bowers in connection with the execution of the Separation and Settlement Agreement. Consulting Agreement, dated October 5, 2005, by and between National Health Partners, Inc. and R. Dennis Bowers.

Exhibit B HMH Partners PrePaid Enterprises Ed Clamage Peter Rosner

Exhibit C Philadelphia Teamsters A.C. Moore General Electric Credit Division Rexall Active International Jim Manley Associates

EXHIBIT 10.35 [FORM OF PROMISSORY NOTE] PROMISSORY NOTE $______________________ Dated: __________________ FOR VALUE RECEIVED, the undersigned, National Health Partners, Inc., an Indiana corporation ("Borrower"), promises to pay to the order of _________________________________ ("Lender"), in immediately available funds at the address specified for Lender in Borrower's records, or at such other location as Lender may designate in writing from time to time, the principal amount of $______________________ together with interest from the date hereof (computed on the basis of a year of 360 days) on the outstanding principal balance, in accordance with the following terms: 1. Terms of Repayment. The principal amount of this Note shall be due and payable within 90 days of the date the funds are received by Borrower (hereinafter the "Maturity Date"), at which time all unpaid interest that has accrued on this Note shall also be due and payable. Interest on the outstanding principal balance of this Note shall accrue at the rate of 15% per annum. Borrower shall have the right to prepay the principal amount of this Note, in whole or in part, together with any accrued but unpaid interest due on such principal amount at any time. 2. Event of Default. An "Event of Default" under this Note means the occurrence of any of the following events (whether the reason for such event of default shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) nonpayment of all principal and interest when and as due under the terms of this Note; (ii) any other material breach of the terms of this Note; (iii) the institution of any proceedings by or against Borrower under any law relating to bankruptcy, insolvency, reorganization or other form of debtor relief or Borrower's making an assignment for the benefit of creditors, or the appointment of a receiver, trustee, conservator or other judicial representative for Borrower or any of its respective properties; or (iv) an event of bankruptcy or insolvency of Borrower. Borrower shall receive written notice upon the occurrence of an Event of Default and, provided the default is not cured within five (5) days, with respect to any Event of Default based on non-payment of principal or interest, or within ten (10) days, with respect to any other Event of Default, of the stated Event of Default, the entire principal and accrued interest under this Note shall accelerate and become immediately due and payable. 3. Notices. All notices, advices and communications under this Note shall be deemed to have been given: (i) in the case of personal delivery, on the date of such delivery and (ii) in the case of mailing, on the third business day following the date of such mailing, addressed as follows: If to Borrower: National Health Partners, Inc. 120 Gibraltar Road, Suite 107 Horsham, PA 19044 Attention: Chief Financial Officer

If to Lender: To the address specified for Lender in Borrower's records. Either of Borrower or Lender may from time to time change the address to which notices to it are to be mailed hereunder by notice delivered in accordance with the provisions of this Section 3. 4. Amendments. Any term of this Note may be amended with the written consent of Borrower and Lender. Any amendment effected in accordance with this Section 4 shall be binding upon Lender, each future holder and Borrower. No waivers of, or exceptions to, any term, condition or provision of this Note, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 5. Agreements of Borrower. Borrower and any other party now or hereafter liable for the payment of this Note in whole or in part, hereby severally: (i) waives demand, presentment for payment, notice of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notice, filing of suit and diligence in collecting this Note, (ii) agrees to the release of any party primarily or secondarily liable hereon, (iii) agrees that Lender shall not be required first to institute suit or exhaust its remedies hereon against Borrower or others liable or to become liable hereon or to enforce its rights against them, and (iv) consents to any extension or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to any of them. 6. Maximum Interest Rate. Any interest rate provided for hereunder that exceeds the maximum interest rate permitted by applicable law shall be reduced to such maximum interest rate and any interest in excess of such maximum rate paid to Lender shall be applied to reduce the principal balance of this Note so that in no event shall Lender receive or be entitled to receive interest in excess of the maximum amount permitted by applicable law. 7. Successors and Assigns. This Note shall bind Borrower and its successors and assigns, and the benefits hereof shall inure to the benefit of Lender and its successors and assigns. All references herein to "Borrower" and "Lender" shall be deemed to apply to Borrower and Lender, respectively, and to their respective successors and assigns. 8. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 9. Section Titles. The Section titles in this Note are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Note. [Remainder of page intentionally left blank] 2

WITNESS the due execution hereof on the date first above written with the intention that this Note shall constitute a sealed instrument. NATIONAL HEALTH PARTNERS, INC. By:_________________________________ Name: Title: 3

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 December 7, 2005