AGENCY AGREEMENT

Exhibit 10.1

AGENCY AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of January, 2005, by and between R _X FULFILLMENT SERVICES, INC., having its principal office at 9100 Southwest Freeway, Suite 130A, Houston, Texas 77074 (hereinafter referred to as R _X FS) and VipMedR _X having its principal office and place of business at 8807 Colesville Rd, Suite 2, Silver Springs, MD 20910 (hereinafter referred to as "AGENCY").

WHEREAS, R _X FS desires to engage the services of AGENCY as an independent sales representative on the terms and conditions set forth herein, and AGENCY desires to represent and sell products and services of R _X FS on such terms and conditions as set forth below.

NOW THEREFORE, in consideration of the promises and mutual benefits and obligations of the parties, which are hereafter set forth, and the sufficiency of which is hereby expressly acknowledged, it is hereby agreed as follows:

1.

Appointment of Agency.  R _X FS hereby appoints AGENCY as its representative, and AGENCY hereby agrees to act for R _X FS as its exclusive sales agency for the products and services, described in Exhibit A (“Products and Services”), throughout the Territory, or otherwise defined area (the “Territory”) listed within this Agreement.

1.1.

Territory .  The term “Territory” as used in the Agreement is defined to mean the unique customer set serviced by VMRx and its affiliated entities as identified in Exhibit B.  AGENCY may market in other territories from time to time, which may be included within this agreement, with the written permission of R _X FS on a case-by-case basis.

1.2.

1.3.

Exclusivity .  During the term of this Agreement, R _X FS will not appoint any other person, firm, or corporations as a distributor, AGENCY, or sales representative for the Products and Services within the Territory except providing for the fact that R _X FS has a first right of refusal to market its products and service directly to end users.  

2.

Responsibilities of AGENCY .  Within the territory described in Paragraph 1, AGENCY shall:

2.1.

Best Efforts to Market .  AGENCY agrees use its best efforts in marketing R _X FS Products and Services as described in Exhibit A which is incorporated herein as though set out verbatim, in the Territory.  In order to develop the full sales potential of the Territory, AGENCY agrees that it will perform at its expense the duties describe in subparagraphs a. through b.

a.

Promotion and Marketing .  AGENCY shall engage in sales promotion activities in the Territory, which promotion activities shall include but not be limited to, prospecting, sales presentations, demonstrations, industry and association convention attendance and distributing printed material supplied by R _X FS to current and potential customers.  The Products  and Services will at all times be designated by their current names (as designated by R _X FS) and identified as the Products and Services of R _X FS being offered for sale through AGENCY as an Independent Sales AGENCY of R _X FS.

b.

Coordination .  AGENCY will coordinate its sales efforts with R _X FS.  To this end AGENCY will:

(1)

Effectively and promptly follow up leads and referrals supplied by R _X FS and keep R _X FS informed of the results;

(2)

Inform R _X FS of all inquires and bid requests relating to the potential sale of Products and Services;

(3)

Furnish R _X FS with copies of all printed materials used by AGENCY which are not supplied by R _X FS and in which R _X FS or the Products and Services are mentioned, which must be approved in writing in advance by R _X FS; and

(4)

Convey to R _X FS any information, which may be of value to R _X FS that may come to AGENCY’s attention concerning market conditions, competition, pricing, customers, and prospects.

2.2.

Pricing Orders .  AGENCY will adhere to R _X FS then current published price lists or special quotations authorized in writing by R _X FS in soliciting orders for the Products and Services; and, unless otherwise authorized by R _X FS, all prices are subject to change at any time prior to acceptance of an order or contract by R _X FS.

2.3.

General Conduct .  AGENCY shall adhere to, cooperate, and comply with R _X FS sales policies and programs. AGENCY will at all times conduct its business in a manner that will reflect favorably on R _X FS and its Products and Services and will not engage in any deceptive, misleading, illegal or unethical business practice.

a.

Inspection .  R _X FS shall have the right upon reasonable notice and during normal business hours to visit AGENCY’s place(s) of business for the purpose of verifying satisfaction by AGENCY of its duties under this Agreement.

2.4.

Competitive Activities .  AGENCY will not act as an AGENCY, employee, or in any other manner for any Product and Services in the Territory, which compete, directly or indirectly with the Products and Services specifically listed in this Agreement.  AGENCY will disclose to R _X FS the identities of all Agreements for Products and Services, which it currently represents that may compete, directly or indirectly with R _X FS products and services specifically listed in this Agreement.  AGENCY will notify R _X FS of contemplated additions to such representations prior to making new commitments.

a.

Additional Product or Service Lines .  If also handling additional product or service lines, to give equal importance, emphasis and time to promoting R _X FS products or services.  

2.5.

Sales Quotas and Purchase Objectives .  AGENCY shall be expected to maintain a sales volume deemed reasonable for its Territory, to be determined from a monthly sales review conducted by R _X FS and AGENCY through the first year of this Agreement.  Within 30 days of the signing of this Agreement, AGENCY and R _X FS will conduct a Planning Session to establish definitive Purchase Objectives for this Agreement.  Thereafter these Purchase Objectives will be reviewed and revised as necessary annually.

2.6.

AGENCY Reports .  AGENCY agrees to make periodic reports to R _X FS, as reasonably requested by R _X FS with respect to sales and potential sales, including available information relating to conditions in the Territory and the financial status of customers and potential customers.  AGENCY also shall report to R _X FS such information as is necessary to enable R _X FS to supply Products and Services that shall meet customer’s specifications, safety codes and similarly regulations and requirements in the Territory.  AGENCY acknowledges that it is R _X FS’S objective to obtain “sole-source negotiated sales” whenever possible.

(1)

Monthly sales tracing report coinciding with the review of Purchase Objectives outlined in Section 2.5 of this Agreement .  This report is to include the following information regarding customers who have received shipments of R _X FS Products, delivery of R _X FS Services, or are potential customers of R _X FS:  name, city, state, zip code; primary contact, phone number, fax number, email address, website, year-to-date sales revenue by product or service, forecasted future sales revenue by product or service, and other information that R _X FS may require from time-to-time.

2.7.

AGENCY’s Operations and Expenses .  Except as hereinafter specified, AGENCY shall be responsible for all expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Agreement, including but not limited to, the expenses incurred in fulfilling its duties and responsibilities as provided in Paragraph 2; salaries for its personnel; costs and expenses associated with establishing and maintaining its sales organization and offices; advertising and promotion expenses and any and all taxes, duties, tariffs or charges which may be imposed on the AGENCY in the Territory.  Subject to written approval in advance by R _X FS in advance for each specific trip, R _X FS shall reimburse AGENCY for its actual and reasonable travel, room and board expenses incurred, while performing services under this Agreement in the Territory areas which are outside of the AGENCY’s principal business or residence, provided that AGENCY shall subject reasonable documentation for such expenses.

2.8.

Compliance with the Law .  AGENCY agrees that in rendering services and in carrying out its other duties under this Agreement, it shall neither undertake nor cause or permit to be undertaken any activity which is illegal under the laws of the Territory or of the United States of America.  

a.

AGENCY covenants and warrants to R _X FS that any fees or commissions paid to or to be paid to AGENCY under this Agreement are for AGENCY’s own account, and that except as appropriate to carry out AGENCY’s duties set forth herein in a legal manner, AGENCY has not, has no obligation to, and shall not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or thing of value to any other person in connection with the transactions for which commissions hereunder are to be paid.  AGENCY agrees not to take any actions that would cause R _X FS to violate any United States, State, and foreign antitrust laws, Medicare and Medicaid Coverage Regulations and Requirements, Safe Harbor Regulations, Anti-Kickback Statutes, Fraud and Abuse Laws.  AGENCY further agrees and warrants that no officer, director, employee, or AGENCY of AGENCY is an official of the Government.

b.

AGENCY understands and agrees that R _X FS may comply with any legal provision requiring disclosure, or any request from the United States Government or the Government of the Territory to disclose, by affidavit or AGENCY as well as the identities of AGENCY’s principal and the amount of any payment made or to be made to AGENCY hereunder.

c.

AGENCY covenants and warrants that it shall make and keep books, records, and accounts that, in reasonable detail, accurately and fairly reflect the transactions performed by it hereunder and the dispositions of the commissions paid to AGENCY pursuant to this Agreement.

d.

In the event of a material breach of AGENCY’s representations, warranties, or obligations under this paragraph, this Agreement may be immediately terminated by R _X FS.  For the purposes of this paragraph, a material breach of representation, warranty or obligation by AGENCY shall be such failure of compliance or breach of this paragraph as may be determined by the arbitration panel provided for in Paragraph 13 hereof, or as may in the reasonable opinion, rendered after giving AGENCY a full opportunity to present its position as to the relevant law and facts of independent counsel (i.e., counsel not previously having represented R _X FS) appointed by R _X FS place R _X FS  in jeopardy of civil or criminal liability under the laws of the United States or the Territory.

2.9.

Orders .  AGENCY shall submit contracts and/or orders for Products or Services in one of the following manners:

a.

By R _X FS Web Site directly to R _X FS;

b.

Via the US Postal Mail to the address in this Agreement; or

c.

By Fax to the Fax in this Agreement.

2.10.

Indemnification.  AGENCY will indemnify and hold R _X FS harmless from any liabilities or damages that R _X FS may suffer by reason of AGENCY’S breach of any representations or warranties made by AGENCY directly to customers or expressly authorized in writing by AGENCY.

3.

Product and Service Pricing.  R _X FS has the exclusive right to establish and set all prices and pricing guidelines for its products and services.

3.1.

Payment Terms.  All products and services are sold to customers including all normal, shipping, transportation, insurance and similar charges, which shall be the responsibility of customer.  If shipments are made in installments, each shipment shall be a separate and independent transaction and shall be invoiced by R _X FS and payable by customer separately.

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Exhibit 10.1

3.2.

Proprietary Rights .  All patents and patent applications, trademarks, service marks, copyrights, trade names, and other proprietary rights in and with respect to R _X FS Products or Services are and will remain exclusively the property of R _X FS.  During the term of this Agreement, AGENCY may indicate that it is an authorized AGENCY of R _X FS and may use the trademarks, service marks, logos, symbols, and trade names of R _X FS applicable to R _X FS Products or Services in connection with AGENCY’s distribution and sale of R _X FS Products or Services in the Territory in accordance with the terms of this Agreement.  All use of such trade names, trademarks, logos, and symbols shall be immediately discontinued upon the termination of this Agreement.  AGENCY shall not remove from, alter, or add to any trade name, label, logo, decal, trademark, patent number, or serial number affixed by R _X FS to any of R _X FS Products.  AGENCY shall not directly or indirectly obtain or attempt to obtain at any time any right, title or interest by registration or otherwise in or to the trade names, trademarks, symbols, or designations owned or used by R _X FS.  AGENCY shall notify R _X FS of any use of R _X FS trademark or trade name, which comes to its attention that may infringe upon R _X FS rights and shall cooperate at R _X FS expense in any prosecution of such infringement.

4.

COMPENSATION.  

4.1.

Commission Payments .   In consideration for the sales and promotion efforts of AGENCY, R _X FS will pay AGENCY a commission on all collected revenue from the sales of Products and Services delivered to customers in the Territory if such deliveries are the result of firm orders or sales contracts signed by the customer and R _X FS during the term of this Agreement and all commission payments shall survive termination of this Agreement.  Such commission shall be equal to the applicable percentage as set forth below of the net revenues invoiced on sales of the Products in the Territory.  Net revenues for the purpose of determining commissions are the gross sales price of the products and services ordered, sold to, invoiced to, and collected from customers in the AGENCY’s Territory, less contractual discounts, expense charges, shipping charges, and applicable taxes.  

RETAIL COMMISSION SCHEDULE:

a.

Eligibility for Commissions After Termination.  Commission payments will survive the termination of this Agreement as follows:

(1)

Contracts and Orders.  R _X FS will pay AGENCY commission payments on all collected sales for Products and Services provided under sales contracts executed in the AGENCY’s Territory during the term of this Agreement for the term of the Contract between R _X FS and the Customer.

4.2.

Payment . Except as provided herein or otherwise agreed to in writing on an individual order basis, commission payments in respect to Products and Services sold will be due and payable to the AGENCY on or before the 20 ^th day following the end of the calendar month in which R _X FS receives payment from the sale of such Products and Services.  Any reduction in commissions, such as may result from a return of products, will be deducted from subsequent commission payments, and any balance not so repaid within 60 days after termination of this Agreement will be repaid by AGENCY in cash upon demand.

4.3.

Advances/Draws . R _X FS may advance funds from time-to-time, at its discretion, to the AGENCY for various development and marketing expense.  Any advance of funds paid shall be deducted from the commissions earned or if such commission are insufficient, shall be repaid upon demand by R _X FS.

4.4.

Statements and Records.  

a.

Each remittance of commissions will be accompanied by a statement, certified to be correct by an officer of R _X FS, showing the commissions accrued and adjustments for the preceding calendar quarter and any other information necessary in order for the proper determination of the amount of commissions payable under the terms of this Agreement.

b.

R _X FS shall establish and maintain full, true and accurate books and records containing information, which may be necessary for the purpose of showing the commissions payable to the AGENCY.  Such records shall be maintained by R _X FS at its principle offices in the United Sates, and said records shall be open at all reasonable times, for a period of (5) years following the end of the calendar quarter to which they pertain, for inspection by an independent public accountant obtained by the AGENCY in order to verify the statements of R _X FS and the commissions which shall been remitted to the AGENCY.  Any information obtained as a result of any such inspection shall be maintained in confidence by such public accountant and by the AGENCY and shall be disclosed only to such extent as may be require in order for the AGENCY to enforce its rights to receive commissions as provided in this Agreement.

5.

Duties and Responsibilities of R _X FS .  R _X FS shall:

6.

6.1.

Support Services .  R _X FS will provide the following support services for the benefit of AGENCY: email account, marketing materials, business cards, and other support services that may be deemed necessary from time to time.

6.2.

Pricing Schedule .  Maintain a current Product Pricing Schedule for all standard items and services.

6.3.

Sales and Service Assistance .  Provide sales and technical assistance to AGENCY, including but not limited to providing sales leads for potential customers within the territory who contact R _X FS directly.

6.4.

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