ASSET EXCHANGE AGREEMENT

            Prior to February 2008, NMC was a dormant LLC owned by Mr. Gerard Ferro. NMC is a company which offers discounted prescription cards, along with discounted dental, lab, imaging and related health benefits.  NMC earns its fees on a per transaction basis for the discount prescription cards, lab and imaging benefits. For the other related discounts on health benefits, revenue is generated from a monthly membership fee that entitles members to discounted services. NMC began “active business operations” on February 1, 2008 to market and distribute its discount prescription services and health benefits memberships.  As part of its operations, NMC applied for certain copyrights and trademarks to protect its business interests.  As of February of 2008, NMC was a very small “start up company” with limited assets and liabilities.

FFA was formed by a group of investors led by Mr. Gerard Ferro for the purpose of expanding operations and raising additional capital.  This asset exchange agreement is entered into so that FFA may achieve this goal by acquiring all of NMC’s assets, cash on hand and certain liabilities from NMC’s “ongoing business operations” in exchange for FFA stock.

The specific list of assets and liabilities acquired in the exchange is set forth in the attached Schedule “A”.  The manner of acquisition is designed to constitute a tax-free exchange under IRC § 351 between FFA and NMC as NMC and FFA are owned by the same group of investors.

            NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and intending to be legally bound, the parties agree as follows:

1.1.                 NMC’s Assets . Subject to the audit by A.J. Robbins, P.C. (auditors for FFA and NMC) and upon the terms and conditions set forth in this Agreement, NMC agrees to exchange and assign to FFA all of the assets used in connection with NMC’s business (collectively the “Exchanged Assets”) including the specific assets listed on schedule “A” which includes all cash deposits in the name of NMC that shall now become the property of FFA.

1.1.1.            Intangible Assets .  All rights, title and interest in all trademarks, trademark applications, developed software, copyrights, goodwill, know how, client lists, accounts receivable, and other intangible business assets used by NMC in its operations listed in Schedule “A”.

2.1.                  FFA shall Only Assume the Liabilities of NMC Listed on Schedule “A” but no other Liabilities . FFA does not and will not assume, undertake or accept any liabilities or obligations of NMC other than specified in this agreement. NMC represents it has fully disclosed all assets and liabilities to FFA.  NMC agrees to fully indemnify FFA from any omissions or misrepresentations regarding assets or liabilities.

FFA shall not assume any existing leases other than the two Dell leases referenced in Schedule “A” hereto.

5.1.                   Conduct of Business . After the date of this Agreement and continuing until effective date of June 30, 2009, NMC will conduct and operate the Business in the ordinary and usual course. NMC will neither take nor omit to take any action, the taking or omission of which would impair or adversely affect the ability of FFA to operate the Business after Closing.

5.2.                   Information . NMC will give to FFA and FFA’s accountants, counsel and other representatives, full access to all the properties, books, contracts commitments and records of NMC related to the Exchanged Assets and assumed liabilities. NMC will continue to furnish FFA during that period with all of the information concerning the affairs of NMC as FFA may reasonably request.

5.3.                   Maintenance of Books and Records . NMC will maintain its books, accounts and records consistent with its past practices and will make such records available to FFA.

5.4.                   Computers, Programs and Software . It is specifically agreed that all computers and software in use by NMC as of June 17, 2008 shall be transferred to the FFA.

5.5.                   Consents . NMC will use its best efforts to obtain any requisite consents, releases or approvals to the transactions contemplated by this Agreement from any persons or companies whose consents or approvals, in the reasonable opinion of FFA or its counsel, are necessary.

5.6.                    Full Cooperation . NMC will fully cooperate with FFA and its representatives in connection with any steps required to be taken under this Agreement. NMC will instruct its accountants and employees to allow FFA and its representatives full access to any and all work papers and to confer with any and all persons in connection with FFA’s investigation of NMC and its business operations.

5.7.                    Further Acts . NMC shall, at any time after the Closing Date, as hereinafter defined, upon request of FFA, do, execute, acknowledge, and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers and conveyances, as may be required in conformity with this Agreement for the assigning, transferring, granting, conveying, assuring and confirming to FFA, or to its successors or assigns, all of NMC’s rights, title and interests in and to the Exchanged Assets and the limited liability assumed as set forth herein.

NMC represents, warrants and covenants to FFA, as follows, which covenants and warranties shall survive the Closing:

6.1.                   Organization and Good Standing . NMC is a Limited Liability Company, duly organized, validly existing and in good standing under the laws of the State of New Jersey and has the power and authority to own and transfer the Exchanged Assets.

6.2.                    Due Execution . NMC has the power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereunder.

6.3.                    No Breach of Exi