Master Merchant Agreement

Master Merchant Agreement This Master Merchant Agreement ("Agreement") is entered into by ("Merchant"), located at and Med Centric Credit, Inc., 12506 Sugarberry Way, Jacksonville, FL 32226. RECITALS WHEREAS, Merchant is engaged in the business of selling auditory devices and other medical equipment, including but not limited to, hearing aids (collectively "Devices"); and WHEREAS, Med Centric is engaged in the business of facilitating the financing of medical equipment through relationships with third party financial institutions (collectively "Lenders" and individually "Lender"); and WHEREAS, Merchant desires to engage Med Centric to facilitate the financing of its Devices on the terms and conditions described herein; and NOW, THEREFORE, for mutual promises and consideration, Med Centric and Merchant enter into this Agreement subject to the following terms and conditions: SECTION 1 - NON-RECOURSE FINANCING PROGRAM 1.1. Med Centric shall facilitate the financing of the purchase of Devices referred to Lender by Merchant through a NON- RECOURSE loan program (the "Program"). Applications submitted to Med Centric must be in such form and substance acceptable to Med Centric. Each application must be completed, signed, and dated to be considered for financing. Lenders shall have the right at all times to refuse any and all applications offered for financing by Merchant. This right to refuse to accept any or all applications on any basis may be exercised by at any time notwithstanding any past course of conduct between Merchant and a Lender. 1.2. Med Centric shall inform Merchant periodically of Lender's interest rates for loans. Med Centric will enable Merchant to offer the loan products outlined in Exhibit A which is attached hereto and incorporated herein. Merchant shall follow the guidelines and pay the costs established by Lender, as modified from time to time, set forth in Exhibit A. 1.3. Med Centric owns, operates and manages an on-line internet based portal (the "Portal") which enables application data capture, processing and digital transmission of necessary applicant information as required for credit prequalification requests and credit applications submitted to Lenders. These services will be made available and accessible to Merchant for use only as set forth in this Agreement. Med Centric will provide support, system documentation and training on the use of the Portal to staff and professional employees of Merchant who will manage loan application request processing, application status, loan closings, report generation and related functions. Subject to the terms and conditions herein, Med Centric hereby grants, and Merchant hereby accepts, a non- exclusive, non- transferable, revocable license, without right to sublicense, to use, during the term of this agreement, the Med Centric Portal and related systems for the sole and limited purpose of submitting and processing credit applications and related functions. Med Centric retains the right to materially redesign, modify, update or upgrade the organization, navigation, structure, branding, features, functionality and look and feel of the Portal at any time without prior notice. Any local equipment, access or line cost to use the Portal shall be at Merchants own expense. 1.4. Merchant hereby agrees to refuse to accept payments on behalf of Lender and shall instruct borrower to send payment directly to Lender in the manner prescribed by Lender. 1.5. Merchant agrees to respond to the Lender's written notification of a borrower's disputes within five (5) business days and to resolve such disputes within thirty days (30)days. The Lender may reject Applications or revoke prior acceptance of funded loans submitted by Merchant that the Lender determines are due from Merchant in any of the following instances: a) the Merchant Account is not in good standing; b) the transaction does not represent a bona fide sale of goods or services or the charge or sale is disputed by the borrower; c) a dispute between 1

borrower and Merchant that remains unresolved after a thirty (30) day resolution period; d) information on the Application is fraudulent or unverifiable; e) the signature on the Contract is not an authorized signature as indicated on the Application; f) the borrower's completed Application is not made available to or not received by the Lender within the requested time period; or g) the transaction represents goods delivered to a third party residing at an address other than that of the borrower, without prior notice to and approval of the Merchant. Such rejection or revocation may be made at sole discretion of the Lender. If the Merchant modifies or falsifies the loan information, makes any misrepresentation to Med Centric or Lender in the capture and processing of borrower's information, makes any credit qualification requests without an intention to extend credit, or if borrower refuses to make required payments because any claimed breach of Merchant's duties under the Contract of any warranty, expressed or implied then Merchant hereby agrees that Lender has in addition to any of Lender's other rights, the right to seek repayment of all funds and penalties including all costs of recovery and to debit the Merchant's account as one form of recovery upon such breach. 1.6. Merchant may only use Med Centric s trademarks, trade names, tagline, services marks and/or logos (collectively Trademarks ) with Med Centric s prior written approval for each specific use of its Trademark. Nothing herein will grant to Merchant any right, title or interest in Trademarks of Med Centric or any goodwill arising from use of the Med Centric Trademarks. Med Centric and Merchant agrees not to challenge the validity of or attempt to register any Trademark of the other party, nor will it adopt any derivative or confusingly similar trademarks, brands or marks or create any combination marks with any Med Centric Trademark. If given written approval, Merchant will use the Trademarks only in accordance with Med Centric's trademark usage policies as may be in effect from time to time and only in accordance with the provision of the terms of this agreement. If at any time, Med Centric believes that the use of its Trademarks by Merchant fails to otherwise comply with the trademark usage guidelines, Med Centric shall so notify Merchant in writing. Upon receipt of such notification, Merchant shall immediately initiate steps to conform to the trademark usage guidelines and shall affect such conformance or cure within fifteen (15) days. 1.7. MERCHANT HEREBY AGREES TO INDEMNIFY AND HOLD MED CENTRIC AND LENDER HARMLESS AGAINST ANY AND ALL ACTIONS OR CLAIMS, OR ANY LIABILITIES THEREFROM, BY PURCHASER OR ANY OTHER PARTY WHICH MAY ARISE FROM OR IN CONNECTION WITH ANY CONTRACT PURCHASED UNDER THIS AGREEMENT OR ARISING OUT OF ANY ACT, FAILURE TO ACT OR SERVICE PROVIDED BY LENDER OR MERCHANT, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, INCLUDING BUT NOT LIMITED TO, ANY LOSS TO MED CENTRIC INCLUDING WITHOUT LIMITATION, ACTUAL DAMANGES, MED CENTRIC'S ATTORNEY FEES AND INTEREST LOSSES INCURRED AS A RESULT OF OR ARISING OUT OF ANY CLAIM OR DEFENSE WHICH COULD BE ASSERTED AGAINST MERCHANT, REGARDLESS OF WHETHER (I) SUCH CLAIM OR DEFENSE IS RELATED TO THE CONDITION OF THE PROPERTY SOLD OR THE QUALITY OF THE SERVICES PROVIDED, (II) SUCH CLAIM EXISTED AT THE TIME OF THE SALE OF THE CONTRACT OR AROSE THEREAFTER, AND/OR (III) THE CLAIM OR DEFENSE IS TRUE OR FALSE OR WAS BROUGHT IN GOOD FAITH. MERCHANT FURTHER AGREES TO PROMPTLY FULFILL ALL OBLIGATIONS TO PURCHASER AS REQUIRED BY THE CONTRACT, THE UNDERLYING SALES TRANSACTION, AND MANUFACTURER'S WARRANTY, AND THE AGREEMENT TO INDEMNIFY ABOVE SHALL APPLY TO ANY BREACH OF THIS AGREEMENT. THESE INDEMNIFICATION PROVISIONS WILL SURVIVE TERMINATION OF THIS AGREEMENT. IN THE EVENT MERCHANT BECOMES AWARE OF ANY ACTUAL OR THREATENED LEGAL PROCEEDING OR ACTION AGAINST MERCHANT WHICH COULD GIVE RISE TO AN ACTION AGAINST Med Centric, MERCHANT SHALL GIVE PROMPT WRITTEN NOTICE OF SUCH ACTION TO Med Centric. 1.8. Merchant agrees to provide Med Centric the loan application information and any other documents or information necessary for proper documentation of the transactions contemplated by this Agreement. Utilizing access to the application processing facilities of the Portal, Merchant will refer to Med Centric prospective borrowers who have requested credit through a legally executed application (the "Application") to obtain closed-end consumer installment loans to facilitate the purchase of a Device. Med Centric's Lender partners will make such loans only to prospective borrowers, which Lender at its sole discretion deems acceptable. Med Centric shall not compensate Merchant for the referral of borrowers. 1.9. Merchant shall cause the loan application for each purchaser and all other documents Med Centric or Lender may require to be properly completed and signed by the purchaser and transmit same to Med Centric, together with all pertinent information about the Device, including price, and any other such information requested by Med Centric. 1.10 Merchant agrees that all loans closed will include a completed membership application for a credit union lender. Membership qualification will be part of the credit approval process. SECTION 2 - WARRANTIES 2.1. With respect to each loan application and credit prequalification where applicable, submitted by Merchant to Lender, through the Portal Merchant warrants and agrees: (a) That all parties to the loan have legal capacity to contract and that each loan is and will continue to be legally enforceable against the purchaser; and (b) The information, including but not limited to income and employment history if required, provided to the Lender through the use of the Portal is true to the best of Merchant's knowledge and was obtained by Merchant from the borrower, it being expressly understood and agreed that Merchant is responsible for training its staff to ensure all information is true and accurate; and (c) Each applicant has given Merchant authorization and written consent to obtain a full credit report on behalf of Lender, and each loan application was actually signed, in print or electronic, by the person or persons named therein as purchaser, accurately reflects a genuine transaction between Merchant and purchaser in all particulars, including but not limited to verification of the borrower/purchaser's identity through the use of a customer identification program requiring the borrower/purchaser to accurately answer all identification questions; and (d) Merchant has performed all of Merchant's duties under this Agreement; and (e) Before and at closing and in connection with each credit prequalification, sale, and credit transaction, Merchant has complied with all requirements of applicable state and federal laws or regulations, including but not limited to: (i) the Federal 2

Consumer Protection Act and all amendments thereto, including the Truth in Lending Act, (ii) the Equal Credit Opportunity Act, (iii) Regulation B, (iv) Regulation Z, (v) the Fair Credit Reporting Act, (vii) applicable State Credit Codes and Uniform Consumer Credit Codes, (viii) Regulations of the Federal Trade Commission, (ix) the Uniform Commercial Code, and (x) all other applicable laws and regulations; and (f) There are no down payments involved in the process. (g) Forward all loan files and documents to Lender through the Portal following the closing of the loan; and (h) Close the loan using the Portal; and (i) Process all returned Devices through the Portal to locate and identify the original loan documents and to enter customer data necessary for Lender to process Product returns; and (j) Purchaser has accepted the Device described in the loan and has communicated no dissatisfaction with such Device to Merchant; and (k) The Merchant has all applicable licenses and registrations to sell such Devices; and (l) Merchant has trained its staff to ensure that all information submitted by the prospective purchaser is consistent, true and accurate; and (m) The statements in this Merchant Agreement are true and are offered for the purpose of inducing Med Centric to facilitate the financing of Devices under this Agreement; and (n) The purchaser has been furnished with a completed copy of the loan documents prior to the execution thereof; and (o) Merchant has furnished the purchaser with all rescission notices required by law; and (p) Merchant has not knowingly communicated to Lender incorrect information relating to the borrower's application or credit statement, including but not limited to information regarding income and employment history, or knowingly failed to communicate to Med Centric information relating to such application or credit statement; and (q) No misrepresentation or misstatement of any material fact contained in or relating to any loan or any other misrepresentation or breach of warranty has occurred; and (r) All sales taxes due and owing on the Devices have been paid. (s) This Agreement will not relieve Merchant of any liability Merchant may have to any parties to the transaction by virtue of the sale, and Merchant will settle any claims of any borrower relating to the Devices directly with such borrower. 2.2 If any of the foregoing WARRANTIES are breached or prove to be false, notwithstanding any other provision of this Agreement, Merchant will, upon the request of Lender, purchase the affected loan from the Lender within five (5) business days after such request, whether or not the Contract is then in default, for the unpaid balance of principal and interest owing thereon. SECTION 3 DEFAULT 3.1. Each of the following shall constitute an event of default under this Agreement: (a) The failure of Merchant to comply with or to perform any provision of this Agreement, or any other agreement between Merchant and Med Centric. If such a failure is curable and if Merchant has not been given a prior notice of the breach of the same provision of the applicable agreement, it may be cured (and no event of default will have occurred) if Merchant, after receiving written notice from Med Centric demanding cure of such failure: (i) cures the default within ten (10) days from the date of the sending of such notice of default; or (ii) if the cure requires more than ten (10) days, immediately initiates steps sufficient to cure the default and thereafter continues and completes all 3 reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. (b) Any representation, warranty, promise, guaranty, agreement, or statement by Merchant to Lender under this Agreement, or any other agreement between Merchant and Lender is breached or if at the time made or furnished was false or misleading in any manner or respect. (c) Dissolution or termination of Merchant's existence as an ongoing business, death or incompetency of Merchant, insolvency, appointment of a receiver for any part of Merchant's property, any assignment for the benefit of creditors of Merchant, or the commencement of any proceeding under bankruptcy or insolvency laws by or against Merchant. (d) Commencement of foreclosure, whether by judicial proceeding, self-help, repossession, or any other method, by any creditor of Merchant against any of Merchant's assets. This subsection shall not apply in the event of a good faith dispute by Merchant as to the validity or reasonableness of the claim which is the basis of the foreclosure, provided that Merchant gives Med Centric written notice of such claim and furnishes adequate reserves for the claim. 3.2. If any event of default described above shall occur, Merchant shall promptly reimburse Lender for any expenses related to the default and Merchant shall immediately purchase the loans subject to the default for an amount equal to the unpaid principal balance and accrued interest owing on the Contract, plus any costs and expenses incurred by Lender as a result of the event of default, including attorney s fees and associated costs. Merchant's obligations in this paragraph shall arise automatically without any requirement that the Contract otherwise be in default. In addition, upon any event of default, all amounts owing from Merchant to Lender shall become immediately due and payable, all without notice of any kind to Merchant, at the option of Lender, except for an event of default described in subsection (d) above, in which case acceleration shall be automatic and not optional. Lender may proceed to exercise its legal rights in such manner as it may elect, including but not limited to any of the rights specified in this Agreement. 3.3. All sums owed by Merchant to Lender under this Agreement shall bear interest at the rate of two (2) percentage points above the Wall Street Journal Prime Rate monthly average. 3.4 Med Centric and its Lenders shall have the right to demand repayment from Merchant the amount of any purchase, including the unpaid principal balance, applicable sales tax, accrued and billed finance charges, fees, charges and any of such amounts on account with the Lender relating to any such purchase if:(a) any applicant or Loan Account holder claim, defense, dispute, or basis for non-payment is based on an alleged action or inaction by Merchant and/or otherwise involves the goods and/or services, including but not limited to an alleged: (i) breach of warranty or representation; (ii) unauthorized use of the Loan Account; (ii) charge for something other than an actual purchase; (iii) the sales slip related to the purchase is a duplicate of one already paid and/or the price on it differs from the price on the Loan Accountholder s copy of same; and/or (iv) Lender s determination, upon receipt of a fraud affidavit from the Loan Accountholder, that the signature on any sales slip has been forged or is counterfeit; or (b) If Lender determines that, with respect to such purchase or the Loan Account that: (i) there is a breach of any warranty or representation made by or with respect to Merchant under this Merchant Agreement; (ii) there is a failure by Merchant to comply with any term or condition of this Merchant

Agreement, which failure shall not have been cured within fifteen (15) days after receipt of written notice thereof from Lender; or (iii) Merchant did not obtain an authorization/approval code from Lender; or (iv) the goods and/or services purchased have not been delivered, provided or shipped; or (v) the transaction was submitted to Lender more than thirty (30) days after it occurred or after Merchant is no longer an authorized participant in the Plan. If Lender is owed any amounts pursuant to this Merchant Agreement for more than fifteen (15) days after the due date, it shall, at its discretion, either (i) invoice Merchant for the amount, which shall be paid within fifteen (15) days of receipt of invoice; or (ii) offset such amounts from any funds due to Merchant from Lender and/or against Merchant s Lender Loan Account. Failure by the Lender to successfully debit the Merchant s Loan Account for any reason on any three (3) attempts shall represents a breach of this agreement and grounds for immediate termination of this agreement. SECTION 4 INDEMNIFICATION 4.1 Med Centric and Lender shall not be bound by any representations or promises made to prospective borrowers by Merchant, its employees or agents. Merchant indemnifies and holds harmless Lender and Med Centric, its directors, officers, employees, and affiliates, from any and all damages, losses, suits, claims, actions, costs or expenses, including attorney fees and court costs, relating to any claim, cause of action or liability of any kind whatsoever arising from: (i) any representations or promises made by Merchant, its employees or agents in connection with the sale, fitting and customization of Medical Instruments, and the making of any loans to prospective Borrowers referred by Merchant to Lender, or any breach by Merchant of any promised representation, warranty, or agreement it has made herein or of any term or provision hereof or (ii) the death or injury to any person or the loss, destruction, or damage to any property arising out of the furnishing by Merchant of Medical Instruments, products or services. 4.2 IN NO EVENT SHALL MED CENTRIC OR LENDER BE LIABAL FOR MERCHANT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT FROM ANY CAUSE. IN ADDITION, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES OR LOSS OF PROFITS), EVEN IF COMPANY, ITS AFFILIATES, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY CONTRACTUAL, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. MED CENTRIC AND LENDER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING SERVICES TO MERCHANT OR ITS CUSTOMERS OR ANY OTHER PERFORMANCE UNDER THIS AGREEMENT. MERCHANT HEREBY ACKNOWLEDGES AND AGREES THAT MED CENTRIC AND LENDER HAVE NO CONTROL OVER THE CONDITIONS UNDER WHICH MERCHANT'S PROFESSIONALS AND STAFF USE THE PORTAL'S FUNCTIONALITY AND DOES NOT AND CANNOT WARRANT THE RESULTS OBTAINED BY SUCH USE. MED CENTRIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PROCESSING AND/OR MED CENTRIC SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MED CENTRIC DOES NOT WARRANT THAT OPERATION OF THE MED CENTRIC PORTAL SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR SECURE. MERCHANT ACKNOWLEDGES THAT THE SYSTEM IS PROVIDED FOR USE BY MERCHANT AS IS. IT IS AGREED THAT IN NO EVENT WILL MED CENTRIC BE LIABLE FOR ANY CLAIM, LOSS, BILLING ERROR, DAMAGE, OR EXPENSE CAUSED BY MED CENTRIC'S PERFORMANCE OR FAILURE TO PERFORM HEREUNDER. UNDER NO CIRCUMSTANCES WILL MED CENTRIC BE LIABLE TO MERCHANT FOR DELAYS IN THE TRANSMISSION OF INFORMATION. IN NO EVENT SHALL MED CENTRIC BE LIABAL FOR MERCHANT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT FROM ANY CAUSE. SECTION 5 - GENERAL PROVISIONS 5.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by any court, the remaining provisions of this Agreement shall nevertheless be binding, and this Agreement shall be enforceable as if the void or unenforceable provision or provisions hereof had not been included in this Agreement. An express waiver by Med Centric of an event of default will not constitute a waiver of Med Centric's right to declare a default under similar or identical circumstances. No amendment, modification, waiver, or consent with respect to any provision of this Agreement by both parties shall be effective unless it is in writing and signed and delivered by both parties, and then any such amendment, modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it is given. The rights and liabilities of Med Centric and Merchant as set forth in this Agreement are in addition to those set forth, or which will be set forth, in the written Contracts. 5.2. This Agreement may be terminated by either party upon thirty (30) days prior or written notice to the other, provided, however, that such termination shall not affect Merchant's direct or contingent obligations or Lender's and Med Centric's rights with respect to any loan made under this Agreement. 5.3. All notices required to be given by either party to the other under this Agreement shall be in writing and shall be effective when actually delivered or when deposited in the United States mail, first class postage prepaid, addressed to the other party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. 5.4 Med Centric and Lender have the right to audit Merchant's use of the Portal and the Program at any time upon 48 hours notice to Merchant, provided that all audits will take place during normal business hours. 5.4. Merchant agrees to pay upon demand all of Lender's outof-pocket expenses, including attorney fees, incurred in connection with default under this Agreement or in connection with any payments to Lenders made pursuant to this Agreement. Lender may pay someone else to enforce this Agreement and Merchant will pay that amount. This includes, subject to any limits under applicable law, Lender's attorney fees and legal expenses, whether or not there is a lawsuit, including attorney fees for bankruptcy proceedings (including efforts to modify or 4

vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Merchant also will pay any court costs, in addition to all other sums provided by law. 5.5. Merchant acts as an independent contractor under this Agreement and there is no agency, joint venture or partnership between the parties. 5.6. Merchant acknowledges that information regarding the business affairs of Lender, Med Centric and the nonpublic personal information of borrower is confidential in nature and may not be disclosed directly or indirectly to any party other than Merchant s officers, employees and authorized agents, and then only as may be necessary to effect Merchant s obligations under this Agreement. Merchant agrees to immediately notify Med Centric and Lender of any breach in security resulting in unauthorized intrusions into Merchant s information systems, stating the effect on Med Centric or a Lender and the corrective action taken to respond to the intrusion. Merchant agrees to maintain a comprehensive information-security program designed to (a) ensure the security and confidentiality of member information, (b) protect against any anticipated threats or hazards to the security of integrity of such information and (c) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to a Credit Union's members. 5.7. This Agreement shall be binding upon Merchant and Med Centric and their respective successors, and assigns, and shall inure to the benefit of Merchant and Med Centric and the successors and assigns of Med Centric. There are no oral agreements between the parties, and this Agreement supersedes any prior understandings or written or oral agreements between the parties relative to the subject matter of the Agreement. 5.8 Merchant agrees that if there is a lawsuit, Merchant will submit to the jurisdiction of the courts in State of Florida. This Agreement is accepted by Med Centric in the State of Florida. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 6 THIRD PARTY LENDER 6.1 The parties agree that Med Centric shall deal with Merchant on behalf of any Lender, shall provide notices to Merchant, communicate the acceptance or rejection of loans to Merchant, make demand upon Merchant that Merchant satisfy any duty or obligation under the Merchant Agreement, make payment to Merchant or accept payments owing from Merchant, all on behalf of any Lender pursuant to the above-described Program Agreement. Merchant agrees to acknowledge and accept any representation by Med Centric that it is acting on behalf of a Lender for any such purpose and to deal with Med Centric under those circumstances as if it were dealing directly with the Third Party FI represented. 6.2 Except as explicitly provided otherwise, wherever the term Med Centric shall appear in this Agreement, that term shall be deemed to refer to and to include the Lender proposing to finance the purchase of the Device from Merchant. Any duty, obligation or warranty made or owing by Merchant under the terms of this Agreement shall inure to the benefit of the Lender. Merchant acknowledges it has read all of the provisions of this Master Merchant Agreement and agrees to its terms. This Master Merchant Agreement is dated and is executed in multiple counter parts, each of which shall constitute an original. MED CENTRIC CREDIT, INC. By: Print Name: Title: President/C.E.O. Date: MERCHANT By: Print Name: Title: Date: 5

Exhibit A Loan Programs. Med Centric shall make available through its Lender partners a closed-end consumer installment loan product for the Program. The interest rate for this product will be fixed for a term of 24, 36, 48 or 60 months. The approved loan amount shall be no more than the actual cost of the Medical Instruments and services supplied by Merchant. In concert with the installment loan program Med Centric will make available through its Lender partner a Same As Cash (SAC) promotional program. Specific terms and conditions of SAC transactions are clearly defined in the Contract. Cost to Merchant: Merchant hereby agrees to the established and agreed upon program discount when the Merchant certifies the application electronically or submits required final signed documents from the applicant. For each Closed Loan, Med Centric's Lender partner shall charge and Merchant agrees to pay a fee in an amount equal to a percentage of the Closed Loan purchases determined by the type of promotional plan as set forth in the rate sheet provided by Med Centric or its Lender partner. Program Adjustments. Med Centric reserves the right to amend at any time and from time to time any term or condition of this agreement including, without limitation, policies, procedures, loan purchase and fees by providing Merchant written notice, and such amendments shall be effective thirty (30) days following said notice. If Med Centric or its Lender partners so amends this agreement, Merchant shall have the right to terminate this agreement if it provides written notice to Med Centric within said thirty (30) day period. 6

Exhibit B "Med Centric Credit Merchant Application" Med Centric Credit, Inc. Merchant Application Section 1: Merchant Information Full Legal Name of Business: DBA Name: Legal Street Address: Physical Address (If Different from Legal): Corp. Phone: Corporate FAX: Primary Contact Name: Section 2: Business Profile Type Ownership, Please Circle: Corporation, LLC, Sole Proprietor, Partnership, LLC, Sub S Corp. Federal Tax ID: Number of Business Locations: Section 3: Principals Information Principal (1) Name: Last, First, MI: DBA Phone: DBA FAX: Email Address: Year Business Started: Length of Current Ownership: State Tax ID: Principal (2) Name: Last, First, MI: Home Street Address: Home Street Address: Home Phone Number: Cell Phone Number: Home Phone Number: Cell Phone Number: Merchant Name: Signature: Position or Title: Date: Additional Office Locations: (If more than 2 offices please provide Spreadsheet) DBA Name: Street Address: City: State: ZIP Contact Person: Office Phone No. Email: DBA Name: Street Address: City: State: ZIP: Contact Person: Office Phone No. Email: 7