WITNESSETH

 

(A)

Sell the products and services for discount benefits listed in Schedule 1 to Reseller (hereinafter referred to as "Program"). Annual memberships may be purchased in one-year increments paid monthly or annually and are renewable in one-year increments for members in good standing.

 

(B)

Provide toll-free telephone service for eligible members to access providers and member service functions (hereinafter referred to as "Membership Services").  Except on NB recognized holidays, trained member service representatives shall be available from 7:00 am to 7:00 pm Central Standard Time, Monday through Friday and Saturday from 8:00 am to 5:00 pm Central Standard Time. NB reserves the right to modify these hours with thirty (30) days notice to Reseller,

 

(C)

Provide an Internet web site for members to locate participating providers.

 

(D)

Provide Reseller the benefit marketing and fulfillment verbiage for NB's products and services to use in all marketing, enrollment, advertising, and fulfillment materials. Any changes made to this verbiage must be approved in writing by NB.

 

(E)

Provide fulfillment materials as set forth in Schedule 1. Upon request, NB's marketing department may assist Reseller with the design of Reseller's fulfillment materials. Should Reseller's fulfillment materials require more than two (2) design revisions, the additional revisions will be performed at a cost of one hundred dollars ($100.00) per hour.

 

(F)

Reserve the right to add to, modify, or delete parts of the Program and/or the other services provided under the terms of this Agreement. NB agrees to provide notice to Reseller of any Vendor change or termination, which notice will in no event be shorter in duration than that provided to NB by NB's applicable Vendor(s).

 

(G)

Secure and maintain all licenses, registrations and permits by any local, state, federal, or governmental authority required of NB in the performance of its obligations under this Agreement.

 

(H)

Provide credit card processing for an additional four percent (4%) fee of the gross sale price, which amount will be deducted from any commissions and/or other compensation that may be due to Reseller.

 

(I)

Pay commissions from monies actually collected and received on memberships sold according to Schedule 1. Subject to the provisions of this Agreement, NB will pay commissions to Reseller under the following terms and conditions:

 

(1)

Memberships are sold at a price agreed upon by both parties in this Agreement and accompanying schedules when applicable. When memberships are paid directly to NB, NB will pay commissions earned on approximately the 15th of each month for each paid membership during the previous month provided the commission check exceeds $100.00. Non-distributed commissions will carry over to the following pay period.

 

(2)

Notwithstanding the foregoing or any other provision of this Agreement, it is understood any commission payments made by NB to Reseller will be made out of monies actually received by NB. If for any reason (whether by the terms of any contract, termination, default, breach, tort, or otherwise) NB shall not actually receive payments from a customer, then NB shall not be obligated to Reseller for that commission. Additionally, NB reserves the right to offset delinquent customer payments with non-distributed commissions due Reseller.

 

(3)

If Reseller believes there is an error on any commission report received from NB or Reseller requires additional information regarding a specific transaction, Reseller should submit a written request for information within ninety (90) days of the statement date to the address specified on the commission report. Any inquiry regarding an alleged error not submitted to NB within ninety (90) days will be considered waived by Reseller. Any correspondence should include Reseller's name, account number, and a full description of the error and/or the transaction in question.

 

(A)Submit marketing/sales verbiage for approval electronically in Microsoft Word and all marketing materials in their final approved format electronically as a PDF file or mutually agreed upon format.

 

(B)Obtain prior written approval from NB for any and all printed literature, radio/television media, telemarketing scripts, press releases, web sites, enrollment materials, membership cards, or similar items as to their content, design, format, use of any trade names, use of any Vendor name, trademark, or service mark of NB or any Vendor under contract with NB. Reseller shall use only the exact marketing, enrollment, and fulfillment verbiage approved by NB when describing or making reference to the discount health benefits listed in Schedule 1. Failure to obtain written approval from NB concerning any materials (printed, electronic or of any other kind or type whatsoever) referencing the benefits set forth on Schedule 1 shall be considered a breach of this Agreement and will result in NB, in its sole discretion, having the right to immediately terminate this Agreement. In addition, Reseller must secure written approval from NB for all reprints when any changes have been made. Further, on the first (1st) day of June each year, Reseller must submit to NB all current marketing, solicitation,

 

(C)

Submit to NB any and all telephone numbers used for inbound and/or outbound telemarketing of NB's Program and/or any web site address(es), prior to launch, containing benefit descriptions and/or Vendor information for any NB product or service. NB reserves the right at its sole discretion to monitor any and all such telephone numbers and web sites for the purpose of ensuring compliance as related to NB's Program.

 

(D)

Solicit, procure, and submit applications to NB.

 

(E)

Reseller will be alotted a Ramp-Up Period equal to ninety (90) days beginning upon the first business day of the month following its first group activation. Upon expiration of the Ramp-Up Period, Reseller must have a minimum of two hundred and fifty (250) active members across all its active groups. In the event Reseller does not meet the minimum membership requirement upon expiration of the Ramp-Up Period Reseller will be billed an amount equal to $1.00/member of the shortfall each month thereafter until such time as Reseller has two hundred and fifty (250) members. The shortfall amount will be deducted from Reseller's commission or invoiced in cases of negative commission.

 

(F)

Work within the parameters of the Program as set forth by NB and/or NB's Vendors. It is Reseller's responsibility to obtain the appropriate training information from NB for each applicable benefit included in the Program. Reseller is authorized to recruit independent sales representatives and/or entities (hereinafter referred to as "ISR") to market the Program on behalf of Reseller. Reseller is responsible for thoroughly training each ISR in respect to the benefits and services purchased from NB. Reseller is responsible for ensuring each ISR represents all NB benefits accurately and in conformity with NB's existing practices, procedures and requirements by requiring each ISR to execute Exhibit A. Further, Reseller agrees to indemnify, defend and hold NB harmless from any and all loss, claims, demands, damages, suits, liabilities and any costs or expenses, including reasonable attorney's fees, arising from or in any way connected with (I) the failure of the ISR to perform its duties in conformity with NB's existing practices, procedures and requirements or (ii) any misrepresentation made by ISR which is false, misleading or containing any material misstatement of fact or omitting any material fact required to be stated to make the statements therein not misleading.Additionally, NB retains the right to refuse any opportunity brought to NB by Reseller.

 

(G)

Send to NB all new member information electronically or hardcopy in a mutually agreed upon format within ten (10) days of receipt by Reseller. Reseller agrees to use best efforts to ensure all data supplied to NB for processing is in good condition, correct, complete, and in proper format as set forth by NB. NB agrees all such member information is considered the confidential property of Reseller and as such, said information shall not be utilized by NB for any reason other than the furtherance of this Agreement without the express written consent of Reseller.

 

(H)

Be responsible for all costs and expenses associated with Reseller's responsibilities under this Agreement, including marketing materials.

 

(I)

Forfeit, along with NB, the membership fees to provide a refund to members commensurate with the prevailing law in the state the membership is sold. Reseller expressly authorizes NB to deduct any monies due under this paragraph from any commission and/or other compensation that may be due to Reseller. Further, Reseller to provide NB proof of all refunds due under this section within five (5) business days of any request by NB of such proof.

 

(J)

Authorize NB to reference Reseller as a client.

 

(K)

Agree that its purchases hereunder from NB are said to customers on a non-exclusive basis.

 

(L)

Submit a completed Group Information Form to NB for each new group setup in NB's system a minimum of three (3) weeks prior to the group's initial enrollment date.

 

(M)

Provide NB the name of any client, along with the name of their program if it is private- labeled, to whom Reseller resells NB's products and services. Reseller shall not wholesale benefits to any other person or entity without NB's prior written consent.

 

(N)

Agree to link Reseller's web sites, or any affiliated web sites created for the purpose of marketing NB products and services, exclusively to the links provided by NB in order for benefit descriptions and Vendor information to remain up to date.

 

(O)

 

(P)

Agree not to resell by multilevel marketing NB benefits without prior written agreement from NB.

 

(Q)

Obtain NB's approval on the retail pricing for any benefit package including one or more of NB's benefits. Reseller agrees to list each benefit package along with the corresponding retail pricing in a Group Information Form.

 

(R)

Reseller cannot sell multiple year memberships without prior written consent from NB.

 

(S)

Agree to complete the five-page "Credit Application for Credit Card and ACH Processing" if NB is requested to process any credit card or bank draft payments on behalf of Reseller.

 

(T)

Pay NB a one-time setup fee of $2,500.00 via check upon execution of this Agreement. Should Reseller enroll a minimum of twenty-five hundred (2,500) active members within the first twelve (12) months following the execution of this Agreement, Reseller may submit a Request for Credit Form to NB and NB will then credit the $2,500.00 setup fee back to Reseller. Should Reseller fail to enroll a minimum of twenty-five hundred (2,500) members by the one-year anniversary date of this Agreement, NB will permanently retain the initial setup fee in its entirety. The aforementioned $2,500.00 fee includes setup of Reseller's initial five (5) groups in NB's system. After the fifth group, Reseller agrees to pay NB a nonrefundable administrative fee of fifty dollars ($50.00) per additional group.

 

(A)

with thirty (30) days notice by either party without cause. In the event this Agreement is terminated by NB without cause, existing business will continue to be serviced as long as membership fees are paid to NB. Renewals will continue to be serviced if mutually agreed upon in writing by both parties.

 

(B)

with seven (7) days notice by NB with cause for misrepresentation by Reseller and/or Reseller's ISR of the Program in the marketplace. In the event this Agreement is terminated by NB with cause, existing business may continue to be serviced at the sole discretion of NB as long as membership fees are paid to NB.

 

(C)

with thirty (30) days notice by either party with cause in the event of any default or breach by the other party of the terms of this Agreement or those contained in any subsequent amendments or schedules. The non-breaching party may give written notice demanding said default be remedied within thirty days, and if the default is not remedied, this Agreement is deemed terminated with no further action. In the event of breach by Reseller of any covenants of this Agreement or any of the terms hereof, Reseller shall forfeit all rights to any compensation that might otherwise be due hereunder. Also, in addition to any other rights and/or remedies available at law, in equity or under contract available to the non-breaching party, the party responsible for breaching this Agreement also agrees damages and remedies at law for such breaches would be inadequate and that the non-breaching party may apply to a court of competent jurisdiction for, and shall be entitled to, a temporary restraining order and an injunction by such court to prevent further breach thereof on the part of the party responsible for breaching this Agreement without the necessity of posting any bond or other security. In addition, the party responsible for breaching this Agreement agrees to pay all court costs and reasonable attorneys' fees incurred by both parties in obtaining specific performance of, or any equitable relief against violation of, or continuous violation of, the requirements of this Agreement. In the event this Agreement is terminated with cause, existing business may continue to be serviced at the sole discretion of NB as long as membership fees are paid to NB.

 

(D)

notwithstanding the foregoing, immediately by NB if Reseller is found to have any unauthorized memberships (memberships that have not been enrolled with NB and/or have not been paid for by Reseller). Unauthorized memberships shall constitute a breach of this Agreement by Reseller and shall be cause for immediate termination of this Agreement and/or deactivation of Reseller's enrolled members. Termination of this Agreement does not relieve Reseller of the obligation to pay all monies due.

(E)

notwithstanding the foregoing, immediately by NB if Reseller, its affiliates, related entities, and/or subsidiaries, or any agent acting on behalf of Reseller, is found to be engaged directly or indirectly in any unethical and/or illegal marketing practices, including but not limited to any form of fax blasting.Unethical and/or illegal marketing practices shall constitute a breach of this Agreement by Reseller and shall be cause for immediate termination of this

 

(F) notwithstanding the foregoing, immediately if any state, local or federal law or regulation is enacted or promulgated that prohibits the performance of any of the duties hereunder, or if any law is interpreted to prohibit such performance.

 

(A)to treat Confidential Information in confidence and use it only in connection with this Agreement;

 

(B)not to copy, in whole or in part, Confidential Information except insofar as is reasonably necessary for performance of the Agreement and without first obtaining the prior written consent of the disclosing party;

 

(C)not to disclose Confidential Information except that such information may be disclosed to the receiving party's directors, officers, and employees to the extent necessary for purposes directly related to the performances of receiving party's duties under this Agreement;

 

(D)to return Confidential Information, including all copies and records thereof, at the expiration or earlier termination of this Agreement, provided however, the parties may retain such information as is reasonably necessary for the performance of the parties' respective duties and obligations after expiration of the Agreement;

 

(E)not to use Confidential Information to compete or assist any person or entity in competing with the business of the other party or its affiliates;

 

(F)not to use, sell or in any way violate the privacy of the clients/members names which shall become available to each other through the servicing of this relationship; and

 

(G)to keep strictly confidential the terms and conditions of this Agreement. Should Reseller divulge pricing information from this Agreement to a third party, NB reserves the right to change the pricing described in any schedules or exhibits at NB's sole discretion.

IF TO NB:

IF TO RESELLER:

Joel Ray, CEO

Janet W. Kruger

New Benefits, Ltd,

Precis Health, Inc.

14240 Proton Road

2500 S. McGee Drive, Suite #125

Dallas, TX 75244

Norman, OK 73072

RESELLER

RESELLER

Signature:

Signature:

Name:

Janet W. Kruger

Name:

Terry Tullo

Title:

President

Title:

President

Company:

Precis Health, Inc.

Of Neubene Management, LLC,

Address:

2500 S. McGee Drive, Suite #125

Its General Partner

Norman, OK 73072

Telephone #:

(405) 360-5047

Fax Number:

(405) 360-5354

Email:

***@*** (Terri Metzger)

Fed. Tax ID:

27-1316505

Reseller #:

13072PHI (assigned by NB)