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CREDENTIALSMART SUBSCRIPTION AGREEMENT WITNESSETH WHEREAS, null (SUBSCRIBER) wishes to search and review via electronic means the Information set forth on Exhibit A attached hereto and made a part hereof; and WHEREAS, CREDENTIALSMART wishes to provide on-line interactive searching, access, and review of the Information on the World Wide Web (WWW) portion of the Internet and supply the results in electronic form to CREDENTIALSMARTs Subscribers; NOW, THEREFORE, in consideration of the promises and agreements contained herein, and for other good and valuable consideration, the receipt of which is acknowledged by each of the Parties hereto, the Parties agree as follows: SECTION 1 : Subscription 1.1 License SUBSCRIBER is granted a limited, non-exclusive, non-assignable and non-transferable license to access and use the CredentialSmart system and the information contained therein. The information may be accessed only for permitted uses as set forth in Exhibit B. As part of the permitted use, you may temporarily store or print the information for record keeping purposes. No other copying, reproduction, storage, printing or redistribution is permitted under this license. You may not modify, adapt, translate, distribute, reverse engineer, decompile or dissemble any proprietary component or information associated with or accessed through the CREDENTIALSMART System. 1.2 Definitions a. Queries: The access by a Customer of CREDENTIALSMART of the Information. Query Charges will be incurred upon selecting to "View Privileges" from the clipboard button located on the Web Site. Charges will be billed immediately via credit card information specified in SUBSCRIBERS account information attached hereto as Exhibit C. b. HTML: The programming language for creating WWW documents, generally referred to as hyper text markup language and any derivative or successor programming languages for the WWW. c. Information: As used in this Agreement, Information means all data, databases, content and services provided by or through CREDENTIALSMART on its Web Sites. d. Internet: The worldwide network of computers commonly referred to as the Internet. e. Link: The mechanism on the WWW by which a user at one WWW site can automatically move to another WWW site and other sites on the Internet. f. Party: Each of CREDENTIALSMART and SUBSCRIBER. g. SUBSCRIBER: As used in this Agreement, SUBSCRIBERS include, but are not limited to, individuals, institutions, and other organizations that access the Web Sites. h. CREDENTIAL SMART System: Includes the sites on the WWW located at the http://www.CREDENTIALSMART.com and any other site on the Internet that is owned, operated, managed, distributed or authorized to be distributed by or through CREDENTIALSMART or its affiliates through which CREDENTIALSMART elects to offer SUBSCRIBER's Information, and includes all trade secrets, confidential information, copyrights, patents and other intellectual property associated with the products PrivilegeSmart, ApplySmart, and CredSmart. i. Web Sites: The sites on the WWW located at the http://www.CREDENTIALSMART.com and at any other site on the Internet that is owned, operated, managed, distributed or authorized to be distributed by or through CREDENTIALSMART or its affiliates through which CREDENTIALSMART elects to offer SUBSCRIBER's Information. 1.3 Retention of Rights Except for those rights and interests specifically provided for herein, CREDENTIALSMART retains all right, title and interest in and to the Information. 1.4 Sublicensing Except as otherwise permitted herein, CREDENTIALSMART shall not grant any sublicense of any rights under the subscription. Nothing in this Agreement shall be construed as granting by implication, estoppel, waiver or otherwise, any right to permit SUBSCRIBER to: (a) Exercise any of the exclusive rights of a copyright owner of the Information; (b) Sublicense the Information; (c) Use CREDENTIALSMARTs trademarks, copyrights, or service marks. SECTION 2 - SUPPLY OF INFORMATION 2.1 Form Subject to the terms and conditions set forth herein, CREDENTIALSMART shall supply the Information as stated in Attachment in A in HTML on its Web Sites. 2.2 Updates Information provided under Subsection 2.1 will be continually updated and revised. Warranty updated period and not valid after 180 days. CREDENTIALSMART HAS RECEIVED FROM ALL CUSTOMERS WARRANTS STATING THAT TO THE BEST OF CUSTOMERS KNOWLEDGE THE PROVIDER PRIVILEGE DATA EXPORTED TO CREDENTIALSMART IS VALID AS OF THE EXPORT DATE. However, all information is valid only for a period of 180 days from the date of the last listed update. Due to the number of sources from which information is obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in such information. CREDENTIALSMARTs databases could include technical or other inaccuracies or typographical errors. Periodically, changes may be made in the information provided to the database. The information obtained through CREDENTIALSMART is for information purposes only and SUBSCRIBER assumes full responsibility and all risk for the appropriate use of medical information contained within the CREDENTIALSMART system. 2.3 Information The Information available through CREDENTIALSMART is the property of CREDENTIALSMART or its licensors and is protected by copyright and other intellectual property laws. Information received may be displayed, reformatted and printed for your personal, noncommercial use only. SUBSCRIBER agrees that it will not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Information provided by CREDENTIALSMART pursuant to this Agreement to any third party, under any circumstances or in any format, electronic or otherwise. Third parties include but are not limited to SUBSCRIBERs subsidiaries, other corporate divisions, parent corporations, sister corporations, or any entities which have an ownership interest in SUBSCRIBER. Furthermore SUBSCRIBER cannot transfer data to any storage facility, via electronic means or otherwise, which is shared by third parties which include but are not limited to SUBSCRIBER subsidiaries, other corporate divisions, parent corporations, sister corporations, or any entities which have an ownership interest in SUBSCRIBER. Any copy made of information obtained through CREDENTIALSMART must include the copyright notice. For purposes of this section SUBSCRIBER is defined as null solely and no other divisions of null or its PARENT. SECTION 3- INTELLECTUAL PROPERTY 3.1 Defined CREDENTIALSMART owns the confidential information and other contractual rights associated with the CREDENTIALSMART System and the Information accessed through the CREDENTIALSMART System. In performance of this agreement, SUBSCRIBER may be privy to a disclosure of such information. SUBSCRIBER shall have no right, title or ownership to said property. SUBSCRIBER agrees to hold any Proprietary Information, Trade Secrets or Confidential Information disclosed in the strictest confidence and not to directly or indirectly duplicate, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Confidential, Proprietary or Trade Secret Information for any purpose whatsoever other than as expressly provided by this Agreement. 3.2 Proprietary Information Proprietary information includes but is not limited to: a. Data accessed through the CREDENTIALSMART System. b. Computer software used within the CREDENTIALSMART System. c. All documentation for the CREDENTIALSMART System and databases. d. End user interfaces for the CREDENTIALSMART System. e. Name, trademarks, patents, copyrights and other intellectual property concerning the CREDENTIALSMART System. 3.3 Trade Secrets means trade secrets as defined under the Uniform Trade Secret Act. 3.4 Confidential Information means information that is of value to its owner and is treated as confidential other than Trade Secrets. SECTION 4 - FEES AND PAYMENTS 4.1 SUBSCRIPTION FEE SUBSCRIBER shall pay to CREDENTIALSMART fees as specified in EXHIBIT C attached hereto. SECTION 5 - BILLING a. CREDENTIALSMART will provide SUBSCRIBER with monthly activity invoice reports regarding the queries made by SUBSCRIBER via the administration section of the site. These activity reports shall include: (i) the number of queries; user performing the queries (ii) associated cost of queries b. CREDENTIALSMART will hold each record or document required or produced under this Agreement, including the contents of activity reports, in confidence and will not disclose such record or document to third parties. c. Passwords - SUBSCRIBER shall keep its passwords confidential and notify CREDENTIALSMART within 24 hours of any unauthorized disclosure or use of the password. If SUBSCRIBER does not notify CREDENTIALSMART, SUBSCRIBER will be responsible for the charges incurred by the use of your password, and that, unless the password is cancelled or changed as set forth above, SUBSCRIBER agrees that all orders placed by officers, employees or agents shall be binding on SUBSCRIBER. SECTION 6 - WARRANTY AND INDEMNITY 6.1 Warranty a. CREDENTIALSMART hereby warrants that the Information does not infringe any copyright or other right of third parties. In the event of a breach of the foregoing warranty, CREDENTIALSMART agrees to indemnify, defend and hold harmless SUBSCRIBER from and against any and all claims, actions, losses, damages, and expenses, including reasonable attorneys fees, arising from any claim that any Information furnished by CREDENTIALSMART hereunder constitutes an infringement of any copyright or other intellectual property right. b. CREDENTIALSMART serves as a conduit providing SUBSCRIBER with access to information which may be owned or provided by third parties. c. BOTH PARTIES AGREE THAT CREDENTIALSMART HAS NOT AND WILL NOT INDEPENDENTLY VERIFY ANY OF THE INFORMATION PROVIDED TO IT BY THIRD PARTIES AND THEREFORE CREDENTIALSMART IS NOT RESPONSIBLE FOR ANY INACCURACIES OR OMISSIONS IN SUCH INFORMATION. ACCORDINGLY, CREDENTIALSMART, ITS AFFILIATES, AND AGENTS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE INFORMATION AVAILABLE ON ITS WEB SITES OR ANY OTHER INFORMATION WHICH IS REFERENCED OR LINKED TO THE WEB SITES. 6.2 Indemnity a. Each party agrees to indemnify, defend and hold harmless the other party and its successors, officers, directors, employees and assigns from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys fees) and damages (Liabilities) resulting from the indemnifying party's material breach of any duty, representation or warranty of this Agreement except where Liabilities result form the gross negligence or willful misconduct of the other party. b. If either party request indemnification pursuant to this section (requesting party), it will give notice to the other party from which indemnification is requested (requested party) promptly after the receipt of any claim that may be indemnifiable hereunder and afford the requested party the opportunity to control the defense and approve any compromise, settlement, litigation or other resolution or other disposition of such claim except that any settlement shall be subject to the approval of the requesting party (which approval shall not be unreasonably withheld). The requesting party agrees to cooperate fully with the requested party at the requested party's expense in defending or settling any claim. SECTION 7 - DURATION 7.1 Duration This Agreement shall become effective as of the date first written above and shall remain in effect for a period of one (1) year (Initial Term) unless it is canceled by either party under Section 8. This Agreement shall be automatically renewed on an annual basis thereafter unless one party advises the other in writing at the address first mentioned above by registered mail at least ninety (90) days prior to the end of the Initial Term or any renewal period that it elects not to renew this Agreement, or wishes to renegotiate the terms of this Agreement. SECTION 8 - CANCELLATION AND TERMINATION 8.1 Cancellation Either party shall be entitled to cancel this Agreement for cause by giving notice in writing by registered mail to the other party that the other party has failed to meet or is apparently unable or unwilling to meet one or more of the obligations of this Agreement. In such a case, the other party will have thirty (30) days to meet the stated obligation(s) and, if it does not do so, this Agreement will be canceled effective the last day of the thirty (30) day period. 8.2 Commercial Feasibility CREDENTIALSMART shall at all times, during the term of this agreement, be entitled to discontinue the availability of the Information through the Web Sites and terminate this Agreement without any right of SUBSCRIBER to damages in connection therewith, provided that CREDENTIALSMART gives at least ninety (90) days written notice to SUBSCRIBER. 8.3 Invalid Provision If replacement of any invalid provision according to Subsection 10.1 is not made within a reasonable period of time, the party to whose detriment the invalidity of such provision works shall be entitled to cancel this Agreement immediately by written notice. 8.4 Post-Termination Activities Upon termination or cancellation of this Agreement all obligations and rights under this Agreement will end on the effective date of the termination or cancellation except that payments required under this Agreement shall be made, and each party will thereafter abstain from using facilities or materials supplied to it under the terms of the Agreement and will return all such facilities and materials to the party, and CREDENTIALSMART shall erase from computer magnetic media, and make unsuitable for the uses licensed under this Agreement, all Information received from SUBSCRIBER provided, however, both parties shall cooperate to assure that all obligations to any party purchasing or relicensing the Information through CREDENTIALSMART are satisfied. 8.5 Force Majeure Neither party shall be responsible or liable or deemed to be in default for delays or failures in performance under this Agreement resulting directly or indirectly from causes beyond the control of either party. Such causes shall include Acts of God, lockouts, labor actions, riots, acts of war, epidemics, government regulations subsequently imposed, fire, earthquakes, or other natural disasters. SECTION 9 - ENTIRE AGREEMENT, AMENDMENT, NO ASSIGNMENT, WAIVER 9.1 This Agreement sets forth the entire understanding of the parties on the subject matter hereof, and supersedes all previous oral or written representations or agreements relating to the rights and duties provided for herein, and this Agreement may not be modified or amended except by written agreement of the parties. 9.2 Neither party may assign this Agreement without the prior written consent of the other, except that either party may, without the other�s prior written consent, assign this entire Agreement to any entity that owns that party in whole or in part, or is owned by that party in whole or in party, provided, however that party agrees to remain bound by its duties and obligations hereunder. Any consent to assign this Agreement shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. 9.3 The failure of either party to enforce or exercise, at any time or for any period of time, any term of this Agreement does not constitute, and shall not be construed as, a waiver of such term and shall in no way effect that party's later right to enforce it. SECTION 10 - GENERAL 10.1 Invalidity The invalidity of individual terms and conditions within this Agreement shall not result in the invalidity of the whole Agreement. The parties hereto agree to replace any invalid provision by some other, being as similar as possible in its economic and/or technical effects as the original provision. 10.2 Data in Confidence Both SUBSCRIBER and CREDENTIALSMART agree not to disclose this Agreement or copies thereof, nor the terms of this Agreement, to third parties, except to their respective accountants, attorneys or to others as required by law. 10.3 Independent Contractors The relationship of the parties is that of independent contractors, and no agency, employment, partnership, joint venture, or any other relationship is created by this Agreement. 10.4 Captions The captions of the Sections throughout this Agreement are for convenience only and are not material with respect to the interpretation of this Agreement. 10.5 Notices Any notices or other communication required or allowed under this Agreement shall be in writing and delivered by registered mail or by facsimile. Mailed or transmitted notices shall be sent to the parties at the addresses set forth below, or to such other address as the parties may designate by notice given pursuant to this subsection. Louis De Felice, President CredentialSmart 111 W. Washington, Suite 802 Chicago, Il 60602 null null null null null null, null null 10.6 Entire Agreement This Agreement (including the Exhibits) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral to the extent they have related in any way to the subject matter hereof. Section 11 - GOVERNING LAW AND JURISDICTION This AGREEMENT shall be governed and interpreted in accordance with the substantive laws of the state of Delaware. Each party hereby irrevocably agrees that any legal action or proceeding against arising out of this Agreement shall be brought only in the Superior Court of the State of Delaware or in the United States District Court for the District of Delaware.

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