This is an agreement made and entered into by and between Outlook Health, L.L.C., an Arizona Limited Liability Company (“Outlook”) and the individual or entity that enters into to this Agreement (the “Affiliate” ) by completing an application to become an Affiliate with Outlook.

RECITALS

AGREEMENT

Now therefore in consideration of the above recitals which are incorporated herein, Outlook and the Affiliate (the “Parties”) agree as follows:

1. Nature of Relationship:

                        (A) It is the nature of the relationship created pursuant to this Agreement that the Affiliate will utilize a website linked to the website of Outlook to permit Customers to contact Outlook and purchase Products from Outlook. For and in consideration of these Services, the Affiliate will be entitled to compensation in accordance with the schedule attached hereto as Exhibit B.

                        (B) The relationship of the Parties shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the Parties shall be construed to make them joint venturers, agents or partners with each other and neither of the Parties shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors.  The Affiliate is not an employee or agent of Outlook and has no authority bind Outlook in any manner.

                        (C) In furtherance of the independent nature of the relationship of the Parties Outlook will not review the content on Affiliates web site. Affiliate remains solely responsible for its website(s) and subscription email content.  Outlook is, under no circumstances, responsible for the practices of the Affiliate or the Affiliate’s website(s).

2. Linkage:

                        (A) Upon execution of this Agreement by both Affiliate and Outlook, Affiliate may post (and remove) links from its Website or subscription emails to Outlook's Website. Affiliate will update approved linkage if requested to do so by Outlook. Affiliate will refrain from taking any action in connection with such links which would mislead Customers or any third parties and will maintain its Website and links in a manner that it is reasonably likely that the links will deliver bona fide sales to the Customers.

                        (B) Affiliate may not place Links to the Outlook Website or Outlook Website content in newsgroups, message boards, unsolicited email or other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources.

                        (C) In providing the Services the Affiliate will at all times comply with all applicable state and federal law and all applicable regulations of any governmental body. In addition, the Affiliate will not and will not permit any third party to:

                        (1) mislead others;

                        (2) operate or utilize a Web site or email Link(s) to Web sites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or the offer of any illegal good or service, or Link(s) to a Web site(s) that does so; 

                        (3) engage in spamming, indiscriminate advertising or unsolicited commercial email;

                        (4) infringe  intellectual property rights (including but not limited to trademark rights) of Outlook or any third party; or

                        (5) utilize any device, program, robot Iframe, hidden frame, redirect, clicking on links or similar device or establish or cause to be established any promotion that provides any rewards, points or compensation for Sales or that allows any third parties to place Outlook on its Website or in its e mails without Outlook’s prior written permission

3. Administration: - During the term covered by this Agreement the following shall apply:

                        (A) Affiliate shall maintain  "Impression Tracking Code" and "Sales Tracking Code" (collectively referred to as "Tracking Code"), and all Outlook Links, and all internet publications ("Program Content")  in a Services compatible format acceptable to Outlook.

                        (B) Compensation payable to Affiliate and related matters such as chargebacks shall be handled as outlined on Exhibit B. Outlook shall determine (where possible) actual sums that should be credited to Affiliate’s Account, and alternatively apply an estimated amount of sums due to Affiliate if Outlook’s Links are not functioning properly, or if Links to Outlook’s Website through the Services are not functioning properly as the result of any act or omission on the part of Affiliate or others acting with Affiliate. To the extent commercially reasonable, Outlook will provide Affiliate access to tracking and reporting tools to determine the nature and extent of Sales resulting from Services. Outlook may charge Affiliate an appropriate fee for any additional services offered by Outlook.

                        (C) Outlook may discontinue Programs upon 7 days written notice, effective on the 8th day from such notice.

4. Rights and Licenses-Confidentiality:

                        (A) For each of the Programs, Outlook grants to Affiliate a revocable, non-transferable, non-exclusive royalty free, sublicense to display and Link to Outlook’s Website or Website content, and all trademarks, service marks, tradenames, and/or copyrighted material  from each of its Websites and/or subscription email for the limited purposes of promoting the  Programs and subject to the terms and conditions of this Agreement. The foregoing rights are sub-licensable by Affiliate to its Sub-Publishers only if authorized by Outlook in writing. Affiliate’s and Affiliate’s Sub-Publisher's sub-license is conditioned upon Affiliate and any of Affiliate’s Sub-Publishers:

                        (1) not otherwise copying nor modifying, in any way, any icons, buttons, banners, graphics files or content that is made available to Affiliate pursuant to such sublicense; and

                        (2) not removing or altering any copyright or trademark notices.

                        (B) Affiliate grants to Outlook a revocable, non-transferable, non-exclusive royalty free, license to display on and distribute from Outlook’s Website, all content that Affiliate provides to Outlook through the Services for the limited purposes of promoting Affiliate to third parties, subject to the terms and conditions of this Agreement. The right to display such content is sub-licensable by Outlook to third parties for the limited purpose of advertising that Affiliate is a part to this Agreement with Outlook but is subject to the same limitations applicable under Section 4 (A) hereof.

                        (C) By grant of the licenses described in this Section 4 neither Outlook nor Affiliate obtain any proprietary rights in the content of the other and agrees not to challenge proprietary rights to such content unless and until this Agreement is terminated.

                        (D) The licenses granted pursuant to this Section 4 may be terminated upon written notice to the other if the granting party has reasonable concerns that the party to whom the license is granted is diluting, tarnishing or blurring the value of the trademarks, service marks, and/or tradenames in which the license is granted.

                        (E) Affiliate or Outlook may provide the other with information that is confidential and proprietary to that party or a third party, as is clearly and obviously designated by the disclosing party (the "Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own confidential information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by one of the Parties ) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.

                        (F) Outlook does not collect information about  Sales to Customers, other than what it receives through the installed tracking code or through subsequent customer service applications. Outlook reserves the right to be able to utilize this data to analyze trends, monitor  efficiencies, maintain the integrity of  tracking codes, promote capabilities and efficiencies, and promote Affiliate and its Website or subscription email performance to Outlook subsidiaries and/or business partners. Affiliate shall not enable a tracking code or other similar device  to collect personally identifiable information of Customers such that Affiliate would be able to personally identify Customers.

5. Term-Termination:

                        (A)  This Agreement shall commence upon the action of Affiliate in 'clicking through' the acceptance button on the Outlook Web site, and, subject to early termination as described in this Section, shall be terminated by thirty (30) days written notice sent either by Outlook or Affiliate. In addition  this Agreement shall automatically terminate at any time that  the Account of Affiliate with Outlook has not been logged into and/or there have been no Sales credited to Affiliate’s Account with Outlook for any 60 day period.

                        (B) In addition to its right to do so under Subsection 5 (A), Outlook may terminate this  Agreement  immediately upon notice for a failure of Affiliate to comply with the provisions of this Agreement . In the event of termination by Outlook under this Subsection 5 (B), Outlook may offset against any sums payable to Affiliate any damages suffered by Outlook as a result of the failure of Affiliate to comply with the provisions of this Agreement.

                        (C) Subject to the provisions of Subsection 5 (B) hereof, upon termination of this Agreement, an outstanding credit balance shall be paid by Outlook to Affiliate within 90 days of the termination date, and an outstanding debit balance shall be paid by Affiliate to Outlook within 30 days of termination of this Agreement. In addition, upon termination of this Agreement,

                        (1) any license or sublicense granted under this Agreement will terminate, and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of the Intellectual Property and the Confidential Information, and cause all Links to Outlook to be removed;

                        (2) Affiliate  shall not be entitled to compensation on account of any sales occurring subsequent to the date of such termination; and

                        (3) Any provisions relating to the confidentiality of information provided from one of the Parties to the other shall continue in full force and effect.

6. Miscellaneous:

                        (A) Notices required or permitted under this Agreement shall be sent to Outlook via registered mail, return receipt requested or via an internationally recognized express mail carrier addressed to Outlook at 16921 E. Palisades Blvd, Suite 109, Fountain Hills, Arizona 85268: Attn: David Racich.. Notices to the Affiliate shall be sent at the email address listed on Affiliate’s Account with Outlook and shall be effective upon sending as long as Outlook does not receive an error message regarding the delivery.

                        (B) This Agreement contains the entire understanding and agreement of the Parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement.

                        (C) This Agreement may only be altered, amended and/or modified by Outlook by notification by e mail or in writing communicated to Affiliate at least fourteen (14) days prior to the time such change becomes effective or otherwise only by a written or e mailed instrument that is agreed to by each of the Parties by verifiable means including without limitation by signature or through a "click through" acknowledgement of agreement on the Outlook Website.

                        (D) Arizona law shall govern the rights and obligations of the Parties and any dispute arising hereunder or relating to the terms hereof or the performance by either of the Parties shall be resolved only through binding arbitration conducted in Maricopa County, Arizona before a single arbitrator in an arbitration conducted in accordance with the then applicable commercial arbitration rules of the American Arbitration Association (“AAA”). Notwithstanding the reference to the rules of AAA, it shall not be necessary for either of the Parties to agree to have any such arbitration administered by AAA save and except to the extent that the Parties are unable to agree to the appointment of an Arbitrator within ten (10) days after one of the Parties shall serve a demand for Arbitration upon the other. In such an instance either of the Parties either may ask AAA to appoint an arbitrator or commence an action in Superior Court in Maricopa County Arizona for the purpose of appointing such an arbitrator. In addition, notwithstanding the provision requiring arbitration of disputes, nothing contained herein shall preclude either of the Parties from commencing an action in the Superior Court in Maricopa County Arizona seeking injunctive relief to prevent any violation of the provisions of this Agreement relating to any form of confidential information or actions in derogation of the intellectual or other property rights of the other, it being agreed that in the event such violation shall occur the party not in violation shall have no adequate remedy at law and that thus injunctive relief is proper.

                        (E) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BOTH OF THE PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS CONTAINED IN THE SERVICES, (C) THAT SECURITY METHODS AS EMPLOYED WILL BE SUFFICIENT, (D) AGAINST INTERFERENCE WITH ENJOYMENT OF THE WEBSITE OF EITHER OF THE PARTIES. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.

                        (F) Each of the Parties represents and warrants to the other that it has full power and authority to grant the licenses granted pursuant hereto and that the licenses do not infringe on the rights of any third party and agrees to indemnify the other against and hold the other harmless from any claims or liabilities arising out of the breach of such warranty.

                        (G) Neither of the Parties shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts or forces of nature.

                        (H) If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The Parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by either of the Parties shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

                        (I) Except as specifically permitted herein, neither of the Parties may assign this Agreement without the prior express written permission of the other. Notwithstanding the foregoing, consent of the other party shall not be required for assignment or transfer made by operation of law, or to an entity that acquires substantially all of the  stock, assets or business of the party.

In witness whereof the Parties have executed this Agreement effective as of the date to be agreed upon pending approval of this agreement by Outlook.

EXHIBIT A TO AGREEMENT:

Products subject to this Agreement are the following:

1. Outlook Health Prescription Plan, otherwise known as Outlook Prescription Plan, or Prescription Plan, providing discount prescription drug benefits by participating providers.  Additional benefit in this plan includes the access to Phone-A-Doc.  Description and details to each benefit can be found in the marketing materials provided to Affiliate by Outlook.

2. Outlook Health Dental Plan, otherwise known as Outlook Dental Plan, or Dental Plan, providing discount dental benefits by participating providers.  Additional benefit in this plan includes the access to Phone-A-Doc.  Description and details to each benefit can be found in the marketing materials provided to Affiliate by Outlook.

3. Outlook Health Complete Plan, otherwise known as Outlook Complete Plan, Complete Plan, or Comprehensive Benefit Package, providing discount benefits agreed upon by participating providers.  Description and details to each benefit can be found in the marketing materials provided to affiliate by Outlook. 

All benefits are non-negotiable and offers are not subject to change by any party including Affiliate, or parties appointed by or related in any way to Affiliate.  Benefit packages and pricing or promotions can not be represented in any way other than that specified by Outlook.

EXHIBIT B TO AGREEMENT:

(A) Affiliate represents and warrants that all information provided by Affiliate in connection with becoming an affiliate of Merchant is true and complete. If Merchant determines that any information provided by Affiliate is not true and complete, Merchant may immediately terminate Affiliate's participation under this Agreement. Merchant represents and warrants that the details and information in connection with the commission rate to be paid to Affiliate by Merchant and the break down of the amount so paid, including but not limited to the taxes that are being charged to Merchant by Affiliate, if any, and any other relevant payment information will be supplied to Share Results and Affiliate.

            (B)  Merchant agrees to pay a revenue share (the "Revenue Share") to Affiliate equal to the Fee of Sales determined pursuant to the schedule below. For purposes of this Agreement, "Sales" means all cash consideration (not including any portion of payment made through the redemption of gift certificates, coupons or credits) from merchandise sold in a transaction resulting directly from a link from the Affiliate Web Site to the Merchant Web Site and where the customer purchases such merchandise during the cookie duration period outlined in Paragraph 8 of this document, less all taxes, shipping and handling charges, gift wrapping and other value-added service charges, returns and chargebacks.

(C)  Subject to the terms and conditions of this Agreement, Merchant will pay Affiliate the above described Revenue Share on a monthly basis. Commissions will be paid by the   10th working day of each month to all Affiliates that earned commissions during the prior month; otherwise Affiliate will be notified of delays. If a Revenue Share payment is made hereunder and relates to merchandise which is later returned by the customer, the applicable Revenue Share will be deducted by Merchant from the next possible monthly payment hereunder. Upon termination of this Agreement, Merchant will send, or cause to be sent, to Affiliate, a payment for the total amount of Revenue Share then owed to Affiliate as of the termination date. The final Revenue Share payment may be withheld by Merchant for a reasonable period of time to ensure that the correct amount is to be paid after making any adjustments that may be required, including, but not limited to, adjustments for returns.

Affiliates will be paid in the currency agreed upon by the said Affiliate Program.  Outlook is responsible for providing currency in the form of USD to the Affiliate Program associated with the relationship between Affiliate and Outlook.  It is the responsibility of the Affiliate to negotiate a currency if different then USD with the Affiliate Program used to obtain Outlook’s Merchant services.

         (D)  We will track sales made to customers who came to our Merchant Web Site from the Merchant Content displayed on your Affiliate Web Site using Share Results software. We will continue to track the sales made to such customers, and to pay you a commission for such sales as long as our cookies remain in the customer's computer. You and we each agree to rely on, and not to challenge or dispute, the sales tracking and other information that we compile in connection with the Program, which will bind both you and us for all purposes under this Agreement. You hereby agree that when and if the cookies used to track sales to customers who came to our Merchant Web Site through the Merchant Content displayed on your Affiliate Web Site are deleted, erased, corrupted or become unworkable for whatever reason, we will no longer be able to track sales to that customer and shall not be liable for payment of any additional commissions to you for any additional purchases made by such customer(s) from our merchant partners.