Agreement for Promotion, Fulfillment, and Availability of
Pharmaceutical and Prescription Discounts of the County of Luzerne
Program/Comprehensive HealthCare Solutions, Inc.

THIS AGREEMENT (the “Agreement”) by and between Comprehensive HealthCare Solutions, Inc. (“CMHS”) a Delaware Corporation, located at 45 Ludlow Street, Suite 602, Yonkers, New York 10705 and The County of Luzerne, a Municipal Corporation (“CLIENT”) , for itself, located at 200 North River Street, Wilkes-Barre, Pennsylvania 18711 (the “Parties”) is made and entered into as of this 20 ^th day of April 2005 latest of the signature dates set forth on the signature page below and shall be effective as of such date (the “Effective Date”).

WHEREAS, CLIENT is a Municipal Corporation and CLIENT desires to contract with CMHS for access to its Health Discount Programs to make available to all county residents and,

WHEREAS, CMHS is in the business of providing consumer healthcare savings programs, support and administration,

AND, WHEREAS, CLIENT and CMHS wish to enter into an agreement to make available the Program to all Luzerne County residents
Therefore, it is agreed as follows:

TERMS

CMHS shall offer at no charge, the LUZERxNE County prescription discount card (the “Program”) to county residents of CLIENT as shown in Exhibit “A”. The parties hereby agree that any changes in services offered in connection with the Program shall require the parties to execute a written amendment to this Agreement.

2.1        Provide access to the Provider Networks for all eligible members for participating discounts.

2.2        Provide approval process for any materials used for distribution or marketing of the Program by CLIENT.

Either Party may terminate this Agreement upon one hundred twenty (120) days notice if:

5.1         The other Party commits a material breach of this Agreement.

5.1.1 The other Party files a petition for bankruptcy or is adjudicated as bankrupt, or a petition in bankruptcy is filed against the other Party and such petition is not dismissed within one hundred and eighty (180) calendar days, or the other Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy law or the other Party discontinues its business or a receiver is appointed or the other Party or its business; or

5.2          Survival. Those provisions of this Agreement which by their nature extend beyond termination or expiration will survive and remain in effect until all obligations hereunder are satisfied, specifically provisions dealing with confidentiality, title, indemnification, limitation of liability and payment of fees shall survive such termination or expiration.

6.1 CMHS Grant of License. CMHS hereby grants CLIENT an exclusive license during the Term and any extensions thereof to display CMHS’s trademarks, logos, service marks and other graphical items in the form, and format and style guidelines provided by CMHS (“CMHS IP Materials”) on Client’s website and as otherwise set forth herein.

6.2       CLIENT Grant of License. CLIENT hereby grants an exclusive license during the Term and any extensions thereof to display CLIENT’s trademarks, logos, service marks and other graphical items in the form, and format and style guidelines provided _. by CLIENT, (“CLIENT IP Materials”) and as otherwise set forth herein. Any other use or display of CLIENT IP Materials by CMHS shall require the prior written consent of CLIENT.

6.3          Ownership of Intellectual Property by CLIENT. CMHS acknowledges that, as between it and CLIENT, CLIENT owns or is the licensee of, all right, title and interest and to all CLIENT trademarks, logos, service marks and other graphical items in the form, and format and style guidelines provided by CLIENT (“CLIENT IP Materials”) as of the Effective Date of this Agreement, including the CLIENT trademarks, except for any CMHS IP Materials displayed on such site. CMHS understands and agrees that its use of any of the foregoing

CLIENT IP Materials in connection with this Agreement shall not create in it any right, title or interest, in or to such property, and that all such use and goodwill associated with any such use of the CLIENT IP Materials shall inure to the benefit of CLIENT.

6.4           Ownership of Intellectual Property by CMHS. CLIENT acknowledges that, as between it and CMHS, CMHS owns or is the licensee of, all right, title and interest in and to all IP Rights contained in the CMHS IP Materials, including the CMHS trademarks, except for any CLIENT trademarks displayed on such CMHS IP Materials or the Co-Branded site. CLIENT understands and agrees that its use of any of the foregoing CMHS property in connection with this Agreement shall not create in it any right, title or interest, in or to such property, and that all such use and goodwill associated with any such use of the CMHS IP Materials shall inure to the benefit of CMHS.

6.5           Trademark Quality Control. Each Party’s use of the other’s trademarks on each Parties’ website and other materials and co-branded items shall be in accordance with such Party’s policies regarding trademark usage. In the event that a Party determines that its trademarks are being used by the other Party in a manner that is inconsistent with its standards and reasonably demonstrates such inconsistency to the other Party, such other Party shall within thirty (30) days of notice thereafter cure such inconsistency; provided, however, that if either Party doses not cure such inconsistency within such period, such Party shall be in breach of this Agreement. Each of the Parties hereto shall use the other Party’s logos and/or trademarks in accordance with each Party’s respective trademark and/or logos usage policies and in furtherance of the purposes of this Agreement.

6.6 Protection of Rights and Withdrawal. Each Party may cease use of any IP Materials of the other Party if the Party, in its sole discretion, determines that use, display, transmission, or distribution of such the IP Materials of the other Party would (i) violate or infringe the copyright, trademark or other rights of any third party, or any other law, court order, Governmental Regulation or other ruling or any governmental agency or entity, (ii) subject the Party to any liability, (iii) Jeopardize the Party’s ability to protect its rights or its property in the manner deemed appropriate by the Party, or (v) violate any other rights of a third party.

7.1        CMHS represents and warrants that CMHS will provide services in a good and workmanlike manner and that the following performance standards are satisfied throughout the term of the Agreement:

8.1         It is a Corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the necessary power and authority (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own and use its assets in the manner in which its assets are currently owned and used, and (iii) to enter into this Agreement and perform its obligations under this Agreement; and

8.2         Its execution and delivery of this Agreement, and the performance of its obligations and duties hereunder, do not and will not (i) conflict with or result in any breach of any provision of its certificate of incorporation or bylaws, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Body, (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) undue, any terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which it is a Party or by which any of its properties or assets may be bound, (iv) violate any order, write, injunction, decree, or Law applicable to it.