Licensing and Sales Commission Agreement, dated September 16, 2009, by and among MMR Information Systems, Inc., E-Mail Frequency, LLC and David T. Loftus

This Licensing and Sales Commission Agreement (the "Agreement"), dated September 15, 2009 (the "Effective Date") is entered into by and between MMRIS Information Systems, Inc., a Delaware Corporation ("MMRIS") and E-Mail Frequency, LLC (the "Licensor") and David T. Loftus (the "Consultant"). The Licensor and the Consultant shall be referred to in this Agreement each as the "Licensor Parties."

This Agreement sets forth the terms pursuant to which the Licensor Parties (for convenience also referred to as the "Parties"), will license to MMRIS the usage of its consumer opt in data base of 70 million records (the "List") on a non-exclusive basis. The list is owned jointly by the Licensor Parties. The List will include email addresses, street addresses and other relevant demographic tracking information necessary to insure the List is compliant with all applicable laws. The parties understand and agree that during the term of this agreement there will be no less than [***]up to an estimated [***] names added to the List per month. Any additions will automatically be added to the List. At no time during this agreement shall the List be less than [***] ([***]) records. Details of the categories of records and demographic information on the List are described on the attached Exhibit A. The List is to be used for the specific purpose of selling MMRIS products and services to MMRIS customers. MMRIS customers shall include Consumers and Health Care Professionals, who purchase MMRIS products including but not limited to www.mymedicalrecords.com, MMRPro, MMR Patient View and www.myesafedepositbox.com (the "Defined Use").

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1. Licensing Fees.

2

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2 . Commissions. MMRIS agrees to pay Licensor a commission equal to [***] percent ([***]%) of gross revenues for the first [***] month term of this Agreement, and [***] percent ([***]%) of gross revenues for each additional [***] month period. "Gross Revenue" shall mean any gross receipts from any and all sources derived from the use of the List by MMRIS.

4. Marketing Materials. MMRIS will use its reasonable best efforts to utilize the List in its marketing and sales of MMRIS products and services to maximize commissions payable to Licensor.

3

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

6. Confidentiality. The Parties agree to retain Confidential Information (including the terms of this Agreement) in strict confidence, and not to disclose Confidential Information to third parties or use Confidential Information other than to perform its duties under this Agreement, unless MMRIS provides the Licensor prior consent in writing to such disclosure or use.

7. Expenses. The Licensor is responsible for all expenses incurred under this Agreement. MMRIS will reimburse the Licensor for extraordinary expenses so long as such expenses are approved in advance in writing by MMRIS.

4

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

8. Independent Contractor. The Licensor and Consultant are independent contractors of MMRIS for the term of this Agreement. MMRIS will not withhold taxes with respect to any compensation. The Licensor has no claim for benefits or compensation of any kind against MMRIS.

9. Dispute Resolution. In the unlikely event of a dispute between MMRIS and the Parties, MMRIS and the Parties acknowledge that in the mutual interests in economy, privacy, and expeditious resolution, MMRIS and the Parties including the major shareholders, directors, and officers (the "Principals") of MMRIS and the Parties agree to the following procedures for resolution of any dispute arising out of or related to relations between the parties including without limitation claims based on contract, tort, statute, breach, default, equitable relief, and whether a claim is arbitratable. Each Party to this agreement consents to final and binding arbitration with exclusive venue, personal jurisdiction, and hearing authority vested in the Judicial Arbitration and Mediation Services (JAMS) in Los Angeles unless otherwise agreed in writing. Faced with a dispute, the Parties agree as follows:

5

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

6

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

7

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(Remainder of page intentionally left blank)

8

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

11. Acknowledgments. By their signatures below, the Parties consent to be bound by the terms of this Agreement.

Name: David T. Loftus

Title: _______________________________

Signature: /s/ David T. Loftus

Date: September 15, 2009

Tel:
Fax:

9

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT A

• Over 19,035,000 Business Records

• 10,210,000 Business Emails

• EMAIL: 110 Million Permission based/opt-in emails all include

  Name, address, cell/home phone numbers, email address, URL Source, IP address & Time & Date Stamp

• Company name

• Street address, city, county, MSA, state, zip code, carrier route

• Phone number, fax number

• Email address, Web URL

• Contact first name, last name, title, gender

• Primary area of business (Standard Industry Classification code)

• Sales volume

• Number of employees

• Floor area

• Credit score

• Number of PCs

• Street address, city, county. MSA, state, zip code, carrier route,

• Delivery point bar code

• Phone number

• Email address

10

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Information on each household member

• First and last name

• Gender

• Age

• Household income

• Residence type (house or apartment)

• Own or rent?

• Age of residence

• Estimated value

• Mortgage (age, amount, financing type, loan type, loan-to-value ratio)

11

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[***]: Certain confidential information contained in this document marked with three asterisks has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.