GENERAL AGENT AGREEMENT

Complete Wellness Solutions, Inc. 6338 Constitution Drive Fort Wayne, Indiana 46804 GENERAL AGENT AGREEMENT This Agreement is made by and between Complete Wellness Solutions, Inc. (the Company ) and (the General Agent ) as of the date signed by the Company as shown on the Signature Page of this Agreement. It defines the General Agent's relationship with the Company as a general agent. SECTION I - DEFINITIONS 1. When used in this Agreement, the terms listed below have the following special meanings: (d) (e) (f) Affiliate means any company, person or corporation controlled by or under common control with a respective party at any time while this Agreement is in effect. Agent means your employee, an employee of an affiliate or subsidiary, or an independent agent contracted with you or one of your affiliates or subsidiaries who is licensed as an insurance agent, if necessary, to market, sell, deliver and service the Wellness Plan. Customer means an employer or group sponsor who participates in the Wellness Plan for the benefit of its employees or group members. General Agent means the party contracting with the Company under this Agreement. You and your refers to the General Agent throughout this Agreement. Wellness Plan means the wellness program and all related software and/or applications and all variations, improvements and enhancements thereof offered by the Company during the Term of this Agreement. Records and Materials means all records, files, manuals, forms, materials, supplies, stationery, literature, seminar materials, computer software, diskettes, licenses, papers and books that the Company or its Affiliate furnishes to you for

use in connection with your performance under this Agreement or with the Wellness Plan. (g) Users means the employees, individual group participants and/or their dependents of a Customer to whom the Wellness Plan is made available, whether such individual actually uses the Wellness Plan or not. SECTION II - AUTHORITY 1. You are hereby appointed as the Company s General Agent, and you and your Agents are authorized: (d) To solicit customers and applications to participate in and/or license use of the Wellness Plan. You and your Agents have no exclusive right to market the Wellness Plan. The Company makes no commitment that all products or services offered by the Company will be deemed the Wellness Plan hereunder, and reserves the right to appoint other general agents or agents. To collect initial payments for the Wellness Plan from Customers solicited by you but only, unless expressly authorized by the Company in writing to the contrary, through checks payable to the Company. All payments you collect shall be the property of the Company, held by you in a fiduciary capacity and remitted immediately to the Company. To recommend Agents to the Company for appointment. You acknowledge and agree that the Company reserves the right to refuse to appoint or terminate an appointment of any such Agent in its sole discretion. To either directly or through one of your affiliates or subsidiaries, recruit, train, and supervise Agents to represent the Company in marketing the Wellness Plan in accordance with Company policies, procedures and standards communicated to you. 2. In accepting this appointment and authority, you agree: To fully explain to Agents and actual or potential Customers the terms and features of the Wellness Plan, make no untrue statements and state all relevant facts with respect thereto. To comply with all laws, rules, regulations and Company policies and procedures that apply to your activities under this Agreement, and to keep complete and accurate records of all transactions pertaining to this Agreement. 2

(d) (e) (f) (g) (h) (i) To promptly deliver to the Company any payments from a Customer or a User in respect of a Wellness Plan. To immediately report and remit to the Company any payments you receive from a Customer or a User to insure that all premium checks collected are made payable to the Company and not to endorse any checks payable to the Company. To be responsible for and pay all expenses and fees you incur while conducting the business activities contemplated by this Agreement. To not alter or change the provisions of the Wellness Plan and not to incur any liability, indebtedness or expense on behalf of the Company. To not offer, pay or allow to be offered or paid, as an inducement to any proposed Customer or User, a rebate or any other inducement not specified in the Wellness Plan (except as may be expressly allowed by law and in compliance with state and federal rules, regulations or guidelines). That all applications you submit on behalf of a Customer are subject to acceptance or rejection by the Company at its home office or other facility designated by the Company in writing. With respect to data or software supplied to you by the Company or to which you are given access by the Company: [i] [ii] [iii] to not make any modifications to such data or software; to not reproduce such data or software; and to not transfer, rent, sell or in any way make available such data or software to anyone without the prior written consent of the Company. (j) (k) (l) To encourage the purchase of liability insurance covering Agents or you or any of your affiliates or subsidiaries against claims for damages based on actual or alleged professional errors or omissions, at all times during the term of this Agreement. To either directly or through one of your affiliates or subsidiaries, accept full responsibility for training and supervising Agents in accordance with the Company policies, procedures and standards. To inform all actual and potential Customers and Users that the Company makes no warranty or guaranty as to the accuracy, completeness, correctness, time limits 3

or usefulness of any content of the Wellness Plan or any page of medical information. (m) To refrain from obscuring any text in the Wellness Plans and the Records and Materials which states essentially the following: This Wellness Plan and the information it presents is not considered medical care. This Wellness Plan is a tool to help supplement individual progress toward health through lifestyle change. The Wellness Plan and the content thereof is not intended or implied to be a substitute for professional advice. Always seek the advice of your physician or other qualified health care provider prior to starting any exercise program or with any questions you may have regarding an exercise program or any medical condition. (n) To secure and maintain a valid and enforceable HIPAA Business Associate Agreement from all of your Agents, or your or their respective Customers, in a form satisfactory to the Company. 3. Subject to the terms and conditions of this Agreement, the Company grants to the General Agent a non-exclusive, revocable and limited license to market the Wellness Plan and to use the Records and Materials solely in connection therewith in soliciting sales of the Wellness Plan to actual or potential Customers of the General Agent and their respective Users. All ownership and intellectual property rights, title and interest in and to the Wellness Plan and the Records and Materials remains vested in the Company. SECTION III - INDEPENDENT CONTRACTOR 1. You are and each Agent is an independent contractor with respect to the Company and not an employee, for all purposes, including, but not limited to, state or federal income tax, Social Security, worker s compensation and unemployment compensation. Nothing in this Agreement shall be interpreted as creating an employer/employee relationship between the Company and you or your Agents. You agree to accept any responsibilities placed on an independent contractor by any statute, regulation, rule of law or otherwise. 2. You decide whom to choose as prospective Customers and when and where to conduct your working activities. You acknowledge that you set your own business hours. 3. As an independent contractor, you are responsible for paying all present or future taxes, duties, assessments and other governmental charges (except agent appointment fees) on income generated from receipt of compensation under this Agreement. 4

SECTION IV - COMPENSATION 1. The Company will pay you a commission in an amount equal to $0.25 per User per month for each User which (i) is associated with a Customer which you or your Agent solicits or refers to the Company and (ii) is included in the calculation of fees and charges paid or payable to the Company by such Customer for participation in the Wellness Plan, subject to the following conditions: If this Agreement terminates because of your dissolution, insolvency or bankruptcy, no commissions shall be payable hereunder subsequent to the date of dissolution, insolvency or bankruptcy unless the prior consent of the Company has first been obtained, which consent shall not be unreasonably withheld. The Company shall pay all commissions to you, and you shall be responsible for and shall undertake and accept full responsibility and liability for prompt and full payment of any and all such commissions to your Agents, keeping appropriate commission accounting records and sending commission reports to such Agents. When you or one of your Agents no longer represents the Company, either because this Agreement has been terminated or because your Agent is no longer affiliated with you, and as a consequence a Customer gives written notice to the Company that it has designated or appointed a new agent in connection with its participation in the Wellness Plan, then the Company may pay any commissions which first accrue or first become payable after the date of such written notice to the Customer's new designated agent. 2. Charges and Payment Any commissions to which you may be entitled hereunder shall be payable to you only after the due date of the payment on which it is based and after actual receipt of the gross payments from the related Customer by the Company, unless otherwise expressly agreed by the Company in writing. No commissions will be payable on account of waived payment or payments refunded for any reason. Any commissions received on account of any such payments shall be promptly returned in full to the Company by you and shall constitute an indebtedness to the Company until returned. If any of the events listed below should occur while this Agreement remains in full force and effect or thereafter, the Company may withhold any commissions that you would otherwise have been entitled to receive or may have become entitled to receive under this Agreement: [i] Your violation of the restrictions appearing at Section V, item 3; or 5

[ii] Your disclosure or use of any trade secret or other proprietary information of the Company or an Affiliate in competition with or in a manner adverse to the interests of the Company or an Affiliate. Such withholding may continue until the violation has been corrected or the situation has been resolved to the satisfaction of the Company. No interest shall be payable on any amounts withheld hereunder. (d) (e) (f) In addition to other appropriate legal remedies, the Company has the right to apply any commissions payable to you by the Company against any debt you owe the Company. You hereby grant the Company a first security interest in any and all such commissions. The Company may recover any amounts advanced to you or any amounts paid on your behalf by the Company or an Affiliate, or any amounts charged to you under this Agreement from any commission due you hereunder but not yet paid. Upon termination of this Agreement, you must promptly pay, on demand, any debt you owe the Company, including any chargebacks payable and remaining due to the Company. Repayment is required even for chargebacks made on or after termination of this Agreement. The provisions of this subsection shall survive the termination of this Agreement. 3. Commission Statements Except for clerical errors and/or undisclosed material facts, the regular commission statement the Company issues to you shall be deemed to be an accurate and complete record accepted by and satisfactory to you of: [i] [ii] all the commissions the Company owes you, and all commission accounts between you and the Company purporting to be covered by that statement. Acceptance by you of these regular commission statements constitutes full satisfaction and agreement by you as to the amounts and accounts referred to above. Questions or discrepancies should be brought to the attention of the Company, either verbally or in writing, within sixty (60) days from the date of the commission statement. If the question or discrepancy is not resolved to your satisfaction you have six (6) months from the date of the commission statement to object and request a formal review by the Company, otherwise the information on the commission statement will be deemed accepted. 6

SECTION V - RESTRICTIONS ON YOUR ACTIVITIES 1. Using Information You Acquire All Records and Materials are the property of the Company. You agree that you will not reproduce or use or allow the reproduction, distribution or use of the Records and Materials in any manner whatsoever, except pursuant to written Company policy or with the prior written consent of the Company. You are responsible for the safekeeping of Records and Materials, which shall be open for audit and inspection by the Company at any time during your normal business hours. Upon termination of this Agreement, all Records and Materials remain the Company s property and must be returned to the Company immediately, or, with the consent of the Company, destroyed 2. Advertising and Using the Company Name, Wellness Plan Name and Logo You agree not to publish or distribute any advertising materials referencing the Company s name, Wellness Plan, logo, or services, including in any manner which would imply or indicate the offer and/or sale of a security or interest in a security as defined in the Securities Act of 1933, as amended, without first obtaining the prior written approval of the Company to do so. You further agree to comply with any special advertising guidelines published by the Company from time to time. 3. Restriction on Competition During the term of this Agreement, you will exert your best efforts to market, promote and solicit customers to purchase, subscribe to or participate in the Wellness Plan, except where a competing wellness program is offered in connection with a health insurance policy or program. 4. Plan Administrator You agree not to assume or undertake for the Company any of the obligations or fiduciary responsibilities as a "plan administrator" under the terms and conditions of ERISA. SECTION VI - TERMINATION 1. This Agreement may be terminated by either party for any reason and without cause by giving the other party at least sixty (60) days prior written notice to that effect. For cause the Company may terminate this Agreement immediately upon written notice to you. 7

2. If this Agreement is terminated, the agent appointments for all of your Agents may be terminated. 3. For purposes of this Agreement, cause shall include the following: (d) (e) (f) Commission of a fraudulent, dishonest or illegal act adversely affecting the Company or an Affiliate; Withholding or misappropriating funds of the Company, its Customers, Users or applicants for any reason; Violation of any provision hereunder regarding the making of Records and Materials available for audit and inspection; Voluntarily surrendering your license after being cited for misconduct; Willful violation of the laws, rules or regulations of any jurisdiction or any governmental authority exercising jurisdiction over you; and Willful violation of any material terms or provisions of this Agreement. The Company shall have the right to deem this Agreement to have been terminated for cause if, after the Agreement terminates without cause, you or any of your Agents at your direction violate the provisions of this Agreement. 4. This Agreement terminates automatically in the event: If you are natural person, you die, retire or become totally and permanently disabled (you shall be considered totally and permanently disabled if, by reason of a physical or mental condition, you are unable to perform your natural obligations and duties under this Agreement); or Any license or registration you are required to maintain under the terms of this Agreement is cancelled or not renewed, but such termination shall only relate to the state or jurisdiction where your license or registration is cancelled or not renewed; or If you are a corporation or partnership, you are dissolved or terminated. 5. If this Agreement is terminated for cause, you agree to and hereby do release the Company from any claim for profits, anticipated profits or earnings from any Wellness Plan, other than for commissions already earned hereunder. You further acknowledge and agree that you have no claim for a refund or reimbursement of any funds you have advanced or expenses you have paid or incurred in connection with your responsibilities 8

under this Agreement, unless the Company specifically authorized a reimbursement, in writing, prior to termination of this Agreement. 6. Unless terminated for cause pursuant to this Agreement, the Company shall continue to provide you with information on all the Wellness Plans sold by you or your Agents, unless a change of agent has been requested by a Customer. SECTION VII INDEMNIFICATION 1. You agree to indemnify and hold the Company harmless from any and all expenses, Attorney fees, costs, causes of action and damages resulting from and in consequence of: The failure by You to remain licensed as required by applicable state insurance law; The negligence, recklessness or intentional misconduct of you, your Agents or your employees; or Any alleged misrepresentation or other illegality done by you, your Agents or your employees. 2. The Company agrees to indemnify and hold you harmless from any and all expenses, Attorney fees, costs, causes of action and damages resulting from and in consequence of: (d) The failure of the Company to remain licensed as required by applicable state insurance law; Any allegation that the Company s Wellness Plan is in violation of state insurance laws, or state or federal laws based upon its design or features, and excluding liability for any Customer s violation of applicable federal or state laws, including, but not limited to, HIPAA and ERISA; Any alleged misrepresentation or other illegality arising from the Company s approved advertising or sales materials; or The negligence, recklessness or intentional misconduct of the Company or its employees. 3. You agree to promptly notify the Company, in writing, of any pending litigation, threatened litigation, complaint or grievance, or any inquiry or investigation from any individual consumer, consumer representative, federal, state, or local governmental agency, or any industry or self regulatory organization, or any other source, regarding a Wellness Plan or the conduct of General Agent or an Agent under this Agreement. You agree to promptly furnish all written materials requested by the Company in connection 9

with any such matter and to cooperate with the Company in its investigation and defense regarding any such matter. 4. The provisions of this Section shall survive the termination of this Agreement. SECTION VIII - MISCELLANEOUS PROVISIONS 1. All notices or other communications given under this Agreement may be made by guaranteed overnight delivery, telecopy (including facsimile transmission) or certified mail. Notice is effective when mailed to the last known address of the party on file with the other party, if different from the address shown above. 2. The Company reserves the right, in its sole discretion, upon prior written notice, to withdraw or modify the Wellness Plan, including, but not limited to, the prices charged and the benefits provided, and to change the underwriting guidelines or practices for the Wellness Plan at any time. The Company agrees to provide you with at least 30 days notice of any reduction in sales compensation rates unless such rate reduction is required to be implemented sooner in order for the Company to be in compliance with a regulatory or other legal requirement. Such changes will be effective only on a prospective basis beginning on the effective date of such change. 3. You and the Company both acknowledge that no oral or written representations were made about this Agreement or about the relationship between you and Company that are not set forth in this Agreement and that this Agreement constitutes the entire contract between you and the Company regarding the subject matter hereof. Your rights and the Company s rights are governed only by this written Agreement and by any other subsequent written agreements or amendments hereto executed in accordance with the terms and provisions hereof. This Agreement may only be amended in writing. No oral representations or promises shall be binding on the Company. 4. This Agreement supersedes any agency agreement between the parties, which was in effect immediately prior to the effective date of this Agreement. However, this provision does not impair your right to any compensation payable under such prior agreement. You may not assign this Agreement or any payment you become entitled to receive hereunder without the Company s prior written consent, and any attempt to do so shall be void. 5. If a party to this Agreement waives any provision of this Agreement, the waiver shall apply only to that provision, and not to any other provision(s) of this Agreement. No waiver shall be effective unless it is in writing and signed by a duly authorized officer of the party. 6. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. 10

7. This Agreement may be executed in any number of counterpart copies, each of which shall be deemed an original and all of which, together, shall constitute one and the same instrument. 8. The Signature Page to this Agreement immediately follow this Section. 11

SIGNATURE PAGE To General Agent Agreement In witness whereof you and the Company have entered into this Agreement through duly authorized representatives at the places and on the dates set forth below. COMPLETE WELLNESS SOLUTIONS, INC. By: Its: By: Its: 12