MARKETING AND CONSULTING AGREEMENT

MARKETING AND CONSULTING AGREEMENT

This Marketing and Consulting Agreement (this “Agreement”) is made and entered into as of the 3rd Day of January, 2012, (Effective Date) by Prescription Corporation of America (“PCA”), a New Jersey corporation with a mailing address of 66 Ford Road Suite 230, Denville, New Jersey 07834 and Otis Fund with a mailing address of 36 Stonewall Drive Livingston, NJ 07039 referred to as (“Consultants”);

WHEREBY each party may be referred to as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, PCA is a pharmacy offering mail order and central fill programs to employers including school districts and has Pharmacy Benefit Manager (“PBM”) services encompassing all aspects of a pharmacy delivery system (the “Work Product”); and

WHEREAS, Consultants and/or their agents or associates have made contacts with individuals and entities, and may continue to do so in order to assist in selling the Work Product nationwide (the “Project”); and Consultant desires to perform marketing and consulting services for PCA. Consultant will assist PCA in securing a business relationship by providing leads and/or introductions to PCA to representatives of potential customers. Consultant shall, from time to time, fax lists of potential customers it desires to pursue. PCA, at its election, shall direct Consultant in writing, within five working days if it elects to instruct Consultant to not pursue a potential client on such list. All approved clients shall be listed in Appendix A; and, in addition, the Consultant will provide consulting services for strategic marketing, new business development, debt and equity raising, geographic expansion, vertical integration, growth and penetration; and

WHEREAS, the Parties have entered into discussions and disclosed certain business contacts and information to each other and each Party desires from time to time to enter into further discussions and/or disclose further business contacts or information with the others to further their collective goal to increase sales of the Work Product; and

WHEREAS, each Party has made its disclosures and discussions with the understanding that the information and business contacts were being disclosed subject to certain confidentiality and non-circumvention terms, and the Parties wish to formalize that understanding with respect to all such past disclosures and to all future disclosures and to clarify their understanding concerning compensation, fees and the conduct of their activities; and

WHEREAS, PCA desires to utilize the Consultants’ services to promote and distribute the Work Product throughout the nation;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions hereinafter set forth, the Parties hereby agree and state as follows:

Article One

SCOPE OF AGREEMENT

The purpose of this Agreement is to facilitate the sale of the Work Product by PCA to customers, and to restrict the confidentiality of this information to the Parties and their necessary agents, and to prevent circumvention of any of the Parties to protect all the Parties’ interests and contemplated expectations, and to establish a revenue pool to be divided amongst Consultants and their designees in the manner set forth herein.

Article Two

ENGAGEMENT FOR SERVICES

Article Three

TERMINATION OF AGREEMENT

Article Four

COMPENSATION

$30,000 per month for the first 12 months

$35,000 per month for the next 12

months $40,000 per month for the next 12 months

Article Five

MISCELLANEOUS

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Between the following signatories: