Sample Business Contracts


Agreement for Health Information and Pharmacy Services - MedStrong International Corp., Medical Data Alert Systems Inc. and NationsRx Inc.

Services Forms


             AGREEMENT FOR HEALTH INFORMATION AND PHARMACY SERVICES



         THIS  AGREEMENT  ("Agreement"),  effective  as of the 1st day of  June,
2003,  is  entered  into  by and  between  MEDSTRONG  INTERNATIONAL  CORPORATION
("MIC"), a Delaware corporation, with its principal office located at 500 Silver
Spur Road, Third Floor, Rancho Palos Verdes,  California 90274, and MEDICAL DATA
ALERT SYSTEMS,  INC., ("MDAS"), a California  corporation,  and NationsRx,  Inc.
("NationsRx")  a Nevada  Company,  both with their  principal  office located at
23905 Clinton Keith Road, Suite 114-201, Wildomar, California 92595.

         WHEREAS,  MIC  is  a  consumer-based  provider  of  health  information
services to consumers  and  organizations  interested in private label and other
programs;

         WHEREAS,  among the services provided by MIC is Patient Data Quickly, a
membership  program that allows  individuals  to store and update their  medical
records online for confidential and instantaneous future access;

         WHEREAS,  MDAS is a provider  of  medical  portal  services,  including
practice  management,  insurance,  medical record data storage and retrieval and
pharmaceutical  services  licensed from  NationsRx,  Inc. which is an integrated
pharmacy benefit management Company;  and MDAS wish to license MIC's program (as
further defined in Schedule A) in a private label transaction and alliance; and

         WHEREAS,  MDAS,  and MIC  desire to make  MIC's  program  available  to
various  customers  of  NationsRx  in  a  private  label   transaction,   to  be
administered by MIC and marketed by MDAS;

         WHEREAS, NationsRx and MIC desire to make NationsRx's program available
to various customers of MIC in a private label  transaction,  to be administered
by NationsRx and marketed by NationsRx;

         NOW, THEREFORE,  for good and valuable consideration,  receipt of which
is hereby acknowledged, the parties hereto agree as follows:

1.   OFFERING:
     --------

     a)  Throughout  the term of this  Agreement,  MDAS and NationsRx  will make
         available to all persons who purchase  various  programs from them, the
         MIC private label medical  record  storage and retrieval  system as set
         out in Schedule A.

     b)  Throughout the term of this  Agreement,  MIC will make available to all
         persons who purchase various programs from them, the NationsRx consumer
         pharmacy discount program as set out in Schedule B.

<PAGE>

2.   PAYMENT FROM MDAS TO MIC:
     ------------------------

     a)  For the period from June 1, 2003  through and  including  December  31,
         2008, MDAS shall pay MIC an amount of from $3.75 to $2.25 for each plan
         sold as  further  set out in  clause  4.  For the same  period  of this
         agreement,  for all  renewal  plans  sold,  MDAS shall pay MIC the same
         amount.

     c)  There will be no start-up charges assigned to MDAS

     d)  For all  Plan  purchases  reported  to MIC in a given  calendar  month,
         payment for the  corresponding  consumer plans shall be made to MIC not
         later  than  the  thirty  first  (31st)  day of the  month  immediately
         succeeding.

3.   PAYMENT TO MIC FROM NATIONSRX:
     -----------------------------

     a)  For the period from June 1, 2003  through and  including  December  31,
         2008,  NationsRx  shall pay MIC an amount of $6.00 for each  individual
         pharmacy  benefit  plan (PBP) sold and $9.00 for each  family  pharmacy
         benefit  plan  sold.  For the same  period of this  agreement,  for all
         renewal  plans  sold,  NationsRx  shall  pay  MIC  50% of  the  initial
         commission for the first renewal year and 25% of the initial commission
         for each subsequent year.

     b)  There will be no start-up charges assigned to MIC.

     c)  For all Plan purchases reported to NationsRx in a given calendar month,
         payment for the  corresponding  consumer plans shall be made to MIC not
         later  than  the  thirty  first  (31st)  day of the  month  immediately
         succeeding.

4.   VOLUME FOR MIC PLANS:
     --------------------

     MIC has  entered  into  this  Agreement,  and  has  agreed  to the  payment
     structure set forth herein,  in reliance on the  representation by MDAS and
     NationsRx  that it  will  generate  not  less  than  two  hundred  thousand
     (200,000.00)  paid  program  units  (PPU)  in the  first  calendar  year of
     operations.  In the event MDAS generates  sales of 200,000 PPU's they shall
     pay $3.00 per plan sold.

     If the  amount  sold is  greater  than  200,000  the  price  per unit  will
     decrease:

     The  amount  paid  shall be  reduced  for all sales for each  25,000  sales
     increment over 200,000 PPU's sold by MDAS until a minimum price of $2.25 is
     reached.  The price  shall  reduce by 7.5  cents per  10,000 in sales  over
     200,000

     If the amount sold is less than 200,000 the price per unit will increase:

     The price shall increase by each 10,000 sales increment below 200,000 PPU's
     MDAS achieves until a maximum price of $3.75 is reached. The price per unit
     shall increase by 7.5 cents per 10,000 in sales under 200,000.

<PAGE>
             For volume under 200,000
Volume         Price Charged to MDAS
      200,000   $                            3.00
      190,000   $                            3.08
      180,000   $                            3.15
      170,000   $                            3.23
      160,000   $                            3.30
      150,000   $                            3.38
      140,000   $                            3.45
      130,000   $                            3.53
      120,000   $                            3.60
      110,000   $                            3.68
      100,000   $                            3.75
       90,000   $                            3.75
       80,000   $                            3.75

<PAGE>

               For volume over 200,000
Volume         Price Charged to MDAS
      200,000   $                            3.00
      210,000   $                            2.93
      220,000   $                            2.85
      230,000   $                            2.78
      240,000   $                            2.70
      250,000   $                            2.63
      260,000   $                            2.55
      270,000   $                            2.48
      280,000   $                            2.40
      290,000   $                            2.33
      300,000   $                            2.25





5.   TERM AND TERMINATION:
     --------------------

     a)  The initial term ("Initial  Term") of this Agreement shall be from June
         1, 2003 to December 31, 2008. Unless otherwise  terminated  pursuant to
         the  terms  hereof,   this  Agreement  shall  automatically  renew  for
         additional one-year periods beginning December 31, 2008.

     b)  Either party may terminate this Agreement, without cause, as of the end
         of the Initial  Term or any renewal  term by giving  written  notice of
         such  termination  not less than  ninety  (90) days prior to the end of
         such term.

     c)  MIC may  terminate  this  Agreement  in the event  that  MDAS  fails to
         generate  200,000 PPU's the first year, or for any subsequent  calendar
         year  period,  by giving MDAS ninety (90) days  written  notice of such
         termination.

     d)  NationsRx may terminate  MIC's right to sell PBP's under this Agreement
         in the event that MIC fails to generate 10,000 PBP's the first year, or
         for any subsequent calendar year period, by giving MIC ninety (90) days
         written notice of such termination

     e)  This Agreement may also be terminated  immediately  upon written notice
         as follows:

         1)  by mutual written agreement of the parties;

         2)  If a party commits a material  breach of this  Agreement,  and such
             breach is not cured for a period of thirty (30) days after  written
             notice is given to the breaching party specifying the nature of the
             breach and  requesting  that it be cured within the thirty (30) day
             period to the satisfaction of the non-breaching party;

<PAGE>

         3)  In the event any party files bankruptcy,  becomes insolvent,  has a
             receiver of its assets  appointed,  makes a general  assignment for
             the  benefit  of  creditors,  or has any  procedure  commenced  for
             reorganization of its affairs.

     f)  Upon  termination  of this Agreement by either party,  all  obligations
         hereunder shall cease, except as follows:


         1)  that MIC and NationsRx will provide the contracted  member services
             until such time as all memberships hereunder expire, and


         2)  That  each  party   shall  be  entitled  to  receive  any  and  all
             compensation  that became due the party  prior to such  termination
             and for any and all  renewals  whether  occurring  before  or after
             termination.


6.   PROMOTIONAL MATERIALS:
     ---------------------

     a)       All  promotional  and point of sale  materials  to be used by MDAS
         with respect to the private label program shall be produced at the sole
         cost and  expense  of MDAS.  MIC  shall  participate  with  MDAS in the
         development  of such  promotional  materials  as MDAS shall  reasonably
         request.

     b)       All promotional and point of sale materials to be used by MIC with
         respect to the private label program shall be produced at the sole cost
         and  expense  of  MIC.  NationsRx  shall  participate  with  MIC in the
         development  of such  promotional  materials  as MIC  shall  reasonably
         request.

     c)       Any scripts,  advertising  copy,  brochures,  and other  marketing
         materials of any kind whatsoever, whether written or oral, that include
         the  name  or  any  trade  name,  trademark,   service  mark  or  other
         proprietary  intellectual property of a party shall be approved by such
         party, in writing, prior to the use thereof.

7.   INDEMNIFICATION:
     ---------------

     MDAS and NationsRx  agree to indemnify and hold harmless MIC, its officers,
     employees,  affiliates  and agents,  from any and all  claims,  lawsuits or
     damages,  (including  any punitive or extra  contractual  damages) or other
     liabilities resulting from the acts or omissions of MDAS, NationsRx,  their
     affiliates,  or its officers,  employees or representatives,  in connection
     with  this  Agreement   whether  or  not  negligent,   grossly   negligent,
     intentional or otherwise.

<PAGE>

     MIC  agrees  to  indemnify  and hold  harmless  MDAS and  NationsRx,  their
     officers,  employees,  affiliates,  and  agents  from  any and all  claims,
     lawsuits,  damages (including any punitive or extra contractual damages) or
     other  liabilities  resulting  from  the  acts or  omissions  of  MIC,  its
     affiliates or its officers, employees or representatives in connection with
     this Agreement, whether or not negligent, grossly negligent, intentional or
     otherwise.



8.   CONFIDENTIALITY OF INFORMATION:
     ------------------------------

         a)   Under this Agreement,  MIC will receive  information from MDAS and
              NationsRx or MDAS and  NationsRx  customers  which is personal and
              private information such as customer names, addresses and personal
              medical information ("Confidential Information").  MIC agrees that
              all Confidential  Information  shall be maintained with due regard
              for the individuals'  right of  confidentiality  and in compliance
              with applicable federal and state privacy laws.

         b)   Under this Agreement,  NationsRx will receive information from MIC
              or MIC customers which is personal and private information such as
              customer  names,   addresses  and  personal  medical   information
              ("Confidential   Information").    NationsRx   agrees   that   all
              Confidential  Information  shall be maintained with due regard for
              the individuals' right of  confidentiality  and in compliance with
              applicable federal and state privacy laws.



9.   INFORMATION AND REPORTS:
     -----------------------

         a)   Each  payment  made to MIC  pursuant to Section 2 hereof  shall be
              accompanied by a report  prepared by MDAS, in a format  reasonably
              acceptable  to  MIC,  containing  such  information  as MIC  shall
              reasonably request with respect to the purchasers of Plans for the
              corresponding month.

         b)   Each  payment  made to MIC  pursuant to Section 2 hereof  shall be
              accompanied  by a  report  prepared  by  NationsRx,  in  a  format
              reasonably  acceptable to MIC,  containing such information as MIC
              shall  reasonably  request with respect to the purchasers of Plans
              for the corresponding month.


10.  NOTICES:
     -------

     Any and all  notices  required to be given  under this  Agreement  or which
     either of the  parties  may desire to give shall be in writing and shall be
     served by (i) registered or certified mail, postage prepaid, return receipt

<PAGE>

     requested, (ii) any recognized national or international overnight delivery
     service to the addresses set forth below, or (iii) via facsimile;

     Jerry R. Farrar, President/CEO            David A Rykbos, M.S., President
     Medstrong International Corporation       Medical Data Alert Systems, Inc.&
     3rd Floor                                 per NationsRx, Inc.
     500 Silver Spur Road,                     23905 Clinton Keith Road,
                                               Suite 114-201
     Rancho Palos Verdes, California 90274     Wildomar, CA  92595.
     Fax No: (310) 544-7100                    Fax No: (909) 696-0848

11.  ASSIGNMENT:
     ----------

     This Agreement  shall not be assignable by either party without the express
     written  consent of the other party,  which  consent may denied at the sole
     discretion of such other party.

12. GOVERNING LAW; SECTION HEADINGS:
    -------------------------------

     The laws of the  State of  California  shall  govern  this  Agreement.  The
     section  headings are for purposes of  convenience  only,  and shall not be
     deemed to  constitute a part of this  Agreement or to affect the meaning of
     this Agreement in any way.

IN WITNESS WHEREOF,  the duly authorized  representatives  of the parties hereto
have executed this Agreement, effective as of the date first set forth above.

MEDSTRONG INTERNATIONAL CORPORATION


By:
     -------------------------------------
Name:
       -----------------------------------
Title:
       -----------------------------------
Date:
      ------------------------------------

MEDICAL DATA ALERT SYSTEMS, INC. and
Per NATIONSRX, INC


By:
    --------------------------------------
Name:
       -----------------------------------
Title:
       -----------------------------------
Date:
       -----------------------------------

<PAGE>


                                   SCHEDULE A



1.   Patient Data Quickly (PDQ) Vital Health Information storage and retrieval.

2.   Daily late-breaking health news e-mail newsletter stylized for MDAS.

3.   Program includes consumer access to medical archives.


                                   SCHEDULE B

1) Card based national consumer pharmacy discount program



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