CONSULTING AGREEMENT

Exhibit 10.14

This CONSULTING AGREEMENT (this “Agreement”) is made effective as of the 25th day of August, 2008 (the “Effective Date”), by and between The Amacore Group, Inc.,   a Delaware Corporation (the “Company”), and Jerry Katzman, an individual resident of the state of Florida (the “Consultant”).

WHEREAS, the Company desires to engage the Consultant to perform the consulting services as more fully set forth herein; and

WHEREAS, the Consultant desires to be engaged by the Company on the terms and conditions set forth in this Agreement.

NOW, THEREFORE,   in consideration of the Recitals and of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1.            Engagement .  The Company hereby engages the Consultant to perform the Services (as defined herein) and the Consultant hereby accepts such engagement with the Company in accordance with the terms and conditions set forth in this Agreement.  The Consultant shall devote such time and attention to the Services as are reasonably necessary to perform such Services, but the Company acknowledges that this Agreement is not exclusive and that Consultant can provide non-competing services to other entities or on his own behalf. 

2.            Services .  The Consultant shall provide on a non-exclusive basis to the Company management, business, operational, medical, and other consulting services from time to time as may be requested by the Company or its agents or representatives (the “Services”).

3.            Consulting Fee . In consideration for performing the Services for the Company, the Company shall pay the Consultant an annual fee of Two Hundred Thousand Dollars ($200,000), which fee shall be payable in equal installments in accordance with the Company’s customary payroll practices.    In addition, the Company agrees to forgive debt owed by Consultant under a promissory note in the amount of $46,000 and further agrees to gross up the fee payable hereunder in such amount equal to the amount of taxes payable by the Consultant by reason of the forgiveness of the foregoing debt.

4.            Other Consulting Arrangements .

(a)            Health and Dental Benefits .  Pursuant to that certain Separation Agreement (the “Separation Agreement”) by and between the Company and the Consultant, dated as of an even date herewith, the Company has agreed to provide certain benefits to the Consultant after the separation of Consultant’s employment from the Company.  The Consultant acknowledges and agrees that he has received information regarding his right to elect continuation of his group health and dental insurance coverage under federal law (“COBRA”), which if elected may allow him to continue that insurance coverage for up to an eighteen (18)-month period after his separation.  Pursuant to the Separation Agreement, the Company shall pay the COBRA premium, if elected by the Consultant, for the Term of this Agreement.   After such time, if the Consultant wishes to continue COBRA coverage, the Consultant agrees that he shall be responsible for the full COBRA premium.  The Company’s obligation to provide benefits under this Agreement shall under no circumstances exceed payment of the COBRA premium for eighteen (18)-months.

(b)            Expense Reimbursement .  Provided that the Consultant has incurred business expenses that are reasonable, appropriate and consistent with expenses while employed by the Company (considering, among other things, the entire set of circumstances) in the pursuit of the Services hereunder, the Company shall pay, upon submission of appropriate vouchers and supporting documentation, such expense incurred by the Consultant, according to Company policy.

5.            Term and Termination .

(a)            Term .  This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of one year thereafter (the “Initial Term”), unless earlier terminated as provided herein.  This Agreement may be renewed for successive one-year periods upon mutual agreement of the parties (each a “Renewal Term” and together with the Initial Term, the "Term").

(b)            Termination .  This Agreement may be terminated prior to expiration of the Initial or any Renewal Term as provided in paragraph 5(a) above, by prior written notice to the other party as follows:

(i)               by either party, in the event the other party should breach or fail to perform any of its material obligations hereunder and should fail to remedy such breach or nonperformance within thirty (30) calendar days after receiving written demand therefor.  Notwithstanding, the Company may not claim a breach of non-performance based on the number of hours Consultant works or based on requested travel not taken by Consultant;

(ii)              by either party, effective immediately, if  the other party shall has been convicted of a felony violation or if Consultant is arrested or charged with a crime not instigated by the Company and such arrest or charge negatively effects the business or reputation of ACGI; or

(iii)             by the Company, effective immediately, if the Consultant (1) knowingly makes any materially false or untrue statements or representations to the Company herein or in the performance of its obligations hereunder; or (2) engages in gross negligence, willful misconduct or fraud in the performance of the Services hereunder.

6.            Return of Materials .  Upon termination of this Agreement for any reason, the Consultant shall promptly return to the Company all files, credit cards, keys, instruments, equipment, vehicles, and any other property or materials provided to the Consultant by the Company.

7.            Covenant Not to Compete .

(a)            Scope of Covenant .  The Consultant agrees that, subject to 7(b) herein, during any Term of this Agreement and for a period of one (1) year commencing upon the expiration or termination of the Consultant’s engagement hereunder (for any reason whatsoever except if termination occurs by reason of Company's breach) (the “Termination Date”) the Consultant shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature, without the prior written consent of the Company:

(i)              engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any Business (as defined in (ii) below)business selling any products or services in direct competition with the Company or any of its subsidiaries anywhere in the United States, its territories or possessions (the “Territory”);

(ii)             solicit any person who is at the Termination Date, or who was within one (1) year prior to the Termination Date, an employee of the Company or any of its subsidiaries for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any of its subsidiaries, except Mr. Clark Marcus, Mr. Joe Crisafi and Ms. Sharon Mandel as well as Jared Katzman if the Company terminates Mr. Katzman;

(iii)            call upon any person or entity which is, at the Termination Date or which has been, within one (1) year prior to Termination Date a customer of the Company or any of its subsidiaries within the Territory for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries in its Business within the Territory, where Business is defined as health care products or programs that are being sold by the Company as of the Effective Date; or

(iv)            engage in any act intended to cause any customer or potential customer of the Company located in the Territory with whom the Consultant had contact to discontinue, curtail or forego Business with the Company or to do Business with another entity, firm, business or enterprise which is competitive with the Business of the Company or its clients.

Provided, however, that nothing in this Section 7(a) shall be construed to preclude the Consultant from acquiring as a passive investment not more than 5% of the capital securities of any business enterprise whether or not engaged in competition with the Company or its subsidiaries, if and to the extent such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange.

(b)            Target Companies Activities Allowed .  Notwithstanding Section 7(a), unless the Company by written notice has informed Consultant that the Company has entered into definitive agreement(s) with target companies listed on Schedule A hereto (each a "Target" and collectively, the "Targets"), then at any time after the close of business on September 15, 2008, Consultant can freely conduct any activities related to Target(s) without violating Section 7(a) and without breaching this Agreement.  Such activities may include, but are not limited t