FIRST AMENDMENT TO GENERAL AGENT AGREEMENT

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1 FIRST AMENDMENT TO GENERAL AGENT AGREEMENT This FIRST AMENDMENT to the General Agent Agreement (the Agreement ) dated as of the day of, 2009 is made and entered into by and between FREEDOM HEALTH INC., a Florida corporation (the Company ) and ( General Agent ) effective January 1, WHEREAS, Company and General Agent have entered into a General Agent Agreement effective in accordance with the terms of the Agreement; and WHEREAS, Company and General Agent desire to amend the terms of the Agreement as set forth below; and WHEREAS, Section 7.6 of the Agreement provides for modification of the Agreement in order to maintain regulatory compliance. NOW, THEREFORE, the parties agree that the Agreement is amended as follows: 1. Attachment A, Schedule of Commission is hereby deleted in its entirety and is replaced with the following: ATTACHMENT A SCHEDULE OF COMMISSION First Year Renewal Years 2-5 Initial ear Renewal Y ear Y HMO General Agent $400 $200 $200 $200 $200 $200 Collier County = $0 (non-commissionable county) Other Terms and Considerations: (1) Initial Year and Renewal Year shall be defined as per CMS regulations. (2) Rates on this Attachment apply to applications signed on or after November 15 with a 2010 policy effective date. (3) 2010 business will be paid according to the Renewal Schedule above and disenrollments will be charged back as specified in General Agent Agreement. (4) Commission Schedule subject to revision or denial by CMS. (5) CMS will periodically notify carriers of 2010 enrollments that qualify as Initial enrollments, at which point agents will receive additional payment for the difference between Initial rates and Renewal rates. 2. Except as modified by the terms of this Amendment, all terms and provisions of the Agreement, including any previous amendments thereto, shall remain in full force and effect. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.) FH

2 IN WITNESS WHEREOF, the parties have the authority necessary to bind the entities identified herein. FREEDOM HEALTH INC. By: Print Name: Title: COO GENERAL AGENT: By: Print Name: Title: FH

3 FIRST AMENDMENT TO GENERAL AGENT AGREEMENT This FIRST AMENDMENT to the General Agent Agreement (the Agreement ) dated as of the day of, 2009 is made and entered into by and between OPTIMUM HEALTHCARE INC., a Florida corporation (the Company ) and ( General Agent ) effective January 1, WHEREAS, Company and General Agent have entered into a General Agent Agreement effective in accordance with the terms of the Agreement; and WHEREAS, Company and General Agent desire to amend the terms of the Agreement as set forth below; and WHEREAS, Section 7.6 of the Agreement provides for modification of the Agreement in order to maintain regulatory compliance. NOW, THEREFORE, the parties agree that the Agreement is amended as follows: 1. Attachment A, Schedule of Commission is hereby deleted in its entirety and is replaced with the following: ATTACHMENT A SCHEDULE OF COMMISSION First Year Renewal Years 2-5 Initial Year Renewal Year HMO General Agent $400 $200 $200 $200 $200 $200 Collier County = $0 (non-commissionable county) Other Terms and Considerations: (1) Initial Year and Renewal Year shall be defined as per CMS regulations. (2) Rates on this Attachment apply to applications signed on or after November 15 with a 2010 policy effective date. (3) 2010 business will be paid according to the Renewal Schedule above and disenrollments will be charged back as specified in General Agent Agreement. (4) Commission Schedule subject to revision or denial by CMS. (5) CMS will periodically notify carriers of 2010 enrollments that qualify as Initial enrollments, at which point agents will receive additional payment for the difference between Initial rates and Renewal rates. 2. Except as modified by the terms of this Amendment, all terms and provisions of the Agreement, including any previous amendments thereto, shall remain in full force and effect. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.) OPT

4 IN WITNESS WHEREOF, the parties have the authority necessary to bind the entities identified herein. OPTIMUM HEALTHCARE, INC. By: Print Name: Title: COO GENERAL AGENT: By: Print Name: Title: OPT

5 Freedom/Optimum Health Lead Program In addition to the commission schedules, MESSER Financial Group offers agents a unique program designed to promote sales for Freedom and Optimum Health. For every commissionable policy sold, you will be provided $30 of lead credit once that policy is approved and commissions are paid on it. This lead credit can be used to purchase leads through our preferred direct mail lead vendor, Value mailing offers a unique opportunity to agents, in that they turn around fresh direct mail leads in 7 to 10 business days, versus other direct mail vendors that my take up to 3 to 4 weeks. At each point in the process, valu ing will you letting you know what is happening with your order, notifying you when they begin printing your order, when they mail your order, and when your first leads begin to come in. If you already have an alternate direct mail resource that you would like to use, we will work with you to apply your lead credit to this lead source. This lead program may end at any time, and agents are eligible for lead credit as long as no debit balance currently exists with Freedom or Optimum Health. Leads must be used to sell Freedom Health and Optimum Health Medicare Advantage Plans. We hope that by providing you will the product and the lead resource, you will be able to focus 100% of your energy on finding and helping clients with their Medicare Plans.

AMENDMENT NUMBER FOUR FIVE TO AGREEMENT N1000009185 BETWEEN THE COUNTY OF ORANGE AND RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT DBA: SANTA ANA COLLEGE

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