LOAN AND SECURITY AGREEMENT

EXHIBIT 10.1

LOAN AND SECURITY AGREEMENT
dated as of March 24, 2008
among
America’s Healthcare/Rx Plan Agency, Inc. and Access Plans USA, Inc.,
as Borrowers
and
CFG LLC,
as Lender and Secured Party

Loan No. 8005

LOAN AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY AGREEMENT (the “ Loan Agreement ”) is made and entered into as of March 24 , 2008 by and between America’s Healthcare/Rx Plan Agency, Inc., a Delaware corporation (the “ Borrower ”), Access Plans USA, Inc., an Oklahoma corporation (the “ Co-Borrower ”), and CFG LLC, a Delaware limited liability company (“ CFG ” or “ Lender ”).

     WHEREAS, the parties desire to enter into this Loan Agreement to provide funds necessary to provide working capital financing for the Borrower; and

     WHEREAS, the Borrower desires to secure all of the Obligations hereunder by granting to the Lender, a first priority perfected security interest in the Collateral in accordance with the terms hereof;

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower, the Co-Borrower and the Lender agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.1. Certain Definitions . As used in this Loan Agreement and all incorporated exhibits, the following terms have the following meanings:

     “ Accounts Receivable ” shall mean each and every account, receivable contract right, and other rights of the Borrower, individually and collectively, to the payment of money, of every nature, type and description, whether now owing to the Borrower, individually or collectively, or hereafter arising, along with all moneys and other proceeds now or hereafter to become due thereon, whether now owned or hereafter acquired, including without limitation, all of the right, title and interest that the Borrower severally or jointly now has or may have in and to all accounts receivable, all amounts payable but not already paid, and all moneys and all claims for all moneys due or to become due for insurance and other products sold by the Borrower and the Borrower’s agents, representatives, and/or employees. This definition includes the “Commission Rights” as that term is defined herein, and specifically includes all commission books of business contributing to the Commission Rights payments currently and in future.

     “ ACH Debit ” means, with respect to any payment hereunder, a wire transfer from the Collections Account to the CFG Payment Account initiated by the Lender pursuant to the authorization granted by the ACH Payment Withdrawal Authorization, and hereby expressly ratified by the Borrower for all purposes (absent Lender’s fraud or willful misconduct).

     “ ACH Payment Withdrawal Authorization ” means the ACH payment withdrawal authorization substantially in the form of Exhibit C hereto, and delivered by the Borrower to Lender on the date hereof.

     “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise and, in any event and without limitation of the foregoing, any Person owning twenty-five percent (25%) or more of the voting securities of a second Person shall be deemed to control that second Person.

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     “ Borrower ” has the meaning set forth in the first paragraph hereof.

     “ CFG Payment Account ” means that certain bank account maintained by Lender and referenced in Section 2.4 or any other bank account so designated in writing by the Lender.

     “ CFG Service Fee ” shall mean a fee of $25.00/month to cover the costs of processing the loan payments. This fee is to be added to the Loan Payment and is to be included in the Scheduled Payment.

     “ Closing Date ” shall mean the date hereof.

     “ Co-Borrower ” has the meaning set forth in the first paragraph hereof.

     “ Collateral ” shall mean all the Borrower’s right, title and interest in, to and under the Borrower’s (i) Accounts Receivable, including, without limitation, Commission Rights (as more fully described below), (ii) books and records of the Borrower relating to the Accounts Receivable, (iii) moneys and deposits, including without limitation the property and assets of the Borrower, (iv) all amendments, supplements, modifications, replacements, additions, accessions, substitutions, products of any of the foregoing, and (v) proceeds of or relating to the items described herein. This term specifically includes (x) Commission Rights and each and every commission book of business related thereto with each and every insurance carrier (including without limitation the Insurance Companies) with whom Borrower now has contracts or in future has contracts, (y) all monies received with respect to each such commission book of business on and after the date hereof or received as an advance payment of amounts which are due on or after the date hereof, and (z) any property held by Borrower that secures any such commission book of business. Such books of business are to be considered as assets of the Borrower that may be liquidated upon the occurrence and during the continuation of a Default or Event of Default solely at the option of CFG. This term specifically excludes any Excluded Commission Rights, for all purposes.

     “ Collections Account ” means that certain bank account, numbered 1004233 maintained with Trinity Bank, N.A. and subject to the ACH Payment Withdrawal Authorization, and into which all receipts from the insurance carriers Commission Rights are received. CFG will hold an irrevocable automatic assignment of the Loan Payment amount on this account.

     “ Commission Rights ” means all right, title and interest of Borrower or its Affiliates in or to any commission payments or other compensation for the sale of insurance policies, including but not limited to any right to receive first year, new, renewal, contingent or override commission payments, coverage, bonuses, service fees or other similar payments; provided that for purposes hereof “Commission Rights” shall be limited to compensation payable on or after the date hereof in respect of the sale of insurance policies (issued before, on and after the date hereof); and provided , further , that “Commission Rights” shall include all Commission Rights of Borrower or any Affiliate of Borrower arising from or relating to (i) any replacement or conversion of any of the policies described above whether such new policy is written by the Insurance Company that issued the original policy or another insurance company and whether issued on or after the date hereof, and (ii) the exercise of a policyholder option to purchase additional coverage without evidence of insurability.

     “ Default ” means any breach of a term of this Loan Agreement or any of the Loan Documents.

     “ Event of Default ” means any of the events specified in this Loan Agreement or any

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of the other Loan Documents, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, have been satisfied. If more than one Shortfall event occurs during the loan term, it may be declared as an Event of Default at the sole discretion of CFG.

     “ Excluded Commission Rights ” means none.

     “ Insurance Company(ies) ” means all or any insurers paying the commissions being pledged, including without limitation, those insurers listed on Schedule 3.18 attached hereto (as may be amended from time to time).

     “ Insurance Contract(s) ” means, with respect to any of the Commission Rights, all contract(s) and agreement(s) between Borrower (and its Affiliates) and the applicable Insurance Company which provide for or in any way address or affect such Commission Rights.

     “ Insurance Policies ” means all insurance policies the sale or renewal of which gave rise to the Commission Rights. The term “ Insurance Policy ” means any of the Insurance Policies, as the usage dictates.

     “ Late Payment ” means a Scheduled Payment that has not been received by 2:00 p.m. (Delaware time) on the Payment Date.

     “ Licenses ” means all licenses, permits, certificates of authority, variances, authorizations, approvals, registrations, franchises, orders and similar consents issued by any governmental body or other Person.

     “ Lien ” shall mean any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), or preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever, including without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement or completion of any required action under the Uniform Commercial Code (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing.

     “ Loan ” means a loan made by CFG to the Borrower and the Co-Borrower on the date hereof, and evidenced by the Promissory Note attached hereto as Exhibit A.

     “ Loan Amortization ” means standard amortization with daily interest computed using the parameters contained in Section 2.4 hereof, and as may be amended from time to time in accordance with the terms hereof.

     “ Loan Documents ” shall mean this Loan Agreement and its incorporated exhibits, any financing statements, and all other documents, agreements and instruments or certificates delivered in connection with this Loan (whether at, prior to or after the closing). All of the Loan Documents are considered to be part of one and the same agreement. When referred to individually, the referenced document is understood to be one of the Loan Documents.

     “ Loan Payment ” means the monthly payment amount specified by the Loan Amortization, exclusive of the CFG Service Fee.

     “ Obligations ” means all loans, advances, debts, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by the Borrower to Lender. This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or

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against the Borrower in bankruptcy, whether or not allowed in such case or proceeding), the CFG Service Fee, expenses, attorneys’ fees and any other sum chargeable to Borrower under any Loan Document.

     “ Payment Date ” means the 1st day of each month beginning April 24, 2008 by which the payment, plus the CFG Service Fee must be received.

     “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or governmental body, including any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “ Prime Interest Rate ” shall mean the prime interest as set forth in the Wall Street Journal. Changes in the Prime Interest Rate will be applied to the Loan Amortization schedule beginning in the month following the change and will apply until a subsequent change occurs.

     “ Requirements of Law ” means any laws, statutes, regulations, rules, codes, by-laws, guidelines, directives, standards, policies, orders, decrees or ordinances and other requirements enacted, adopted, issued or promulgated by any Person that is a governmental body.

     “ Scheduled Payment ” means an automatic payment in the amount of the Loan Payment plus the CFG Service Fee which is to be transferred to the CFG Payment Account from the Borrower’s Collections Account each and every month of the loan term on or before the Payment Date. The specification of this transfer shall be irrevocable.

     “ Shortfall ” means a payment that is a Late Payment and/or for which the amount received is less than the payment due under the terms hereof.

     “ Shortfall Penalty ” means a penalty of 5% of the total Payment Amount due. Any Shortfall event is subject to the Shortfall Penalty. This penalty is leveled on the Borrower and is due immediately.

     “ Solvent ” means, with respect to any Person on a particular date, that on such date (a) the fair market value of the property of such Person is greater than the total amount of its liabilities, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person neither believes nor reasonably should believe that it will incur debts or liabilities beyond its ability to pay as such debts and liabilities mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute an unreasonably small amount of capital.

     “ UCC Financing Statements ” means any or all Uniform Commercial Code financing statements substantially in the form of Exhibit D hereto to be filed against the Borrower to evidence and perfect the security interest granted to the Lender hereunder.

ARTICLE II
LOAN

     Section 2.1. Loan Amount . Borrower agrees that the principal amount of the Loan will be $1,604,972.00. This Loan is a non-revolving loan, and no amount repaid with respect to the Loan may be reborrowed.

     Section 2.2. Closing Date Distributions . If, and only if, all conditions for closing set forth in Article III have been met, the closing will be executed by making distribution of all funds as follows:

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     Section 2.3. Interest .

               (a) The principal amount outstanding on the Loan together with amortized interest shall accrue interest at the initial rate of 10.25% per annum from the Closing Date. On subsequent dates throughout the term of the Loan the annual amortized interest rate may be modified so as to maintain the current annual interest rate as the greater of (x) five (5) percentage points above the prime rate as defined in the Wall Street Journal as of the first publication day of the month, and (y) 10%.

               (b) In no event shall the interest charged with respect to the notes (if any) or any other obligations of Borrower under any Loan Document exceed the maximum amount permitted under the laws of the State of Delaware or of any other applicable jurisdiction.

               (c) Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “ Stated Rate ”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “ Maximum Lawful Rate ”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply.

               (d) In no event shall the total interest received by the Lender exceed the amount which it could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, the Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the Loan or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to the Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

               (e) In computing interest payable with reference to the Maximum Lawful Rate applicable to the Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

     Section 2.4. Scheduled Repayments .

               (f) Loan Amortization. Principal and interest per the initial amortized interest rate shall become due and payable in 36 monthly payments beginning on the first Payment Date of the month following the date hereof each in the amount of $52,001.52, which includes the monthly CFG Service Fee. The amount of the monthly payments and the final payment may be adjusted as a consequence of the terms of this Loan Agreement allowing for fluctuation in the Prime

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Interest Rate. Borrower shall repay the Loan through scheduled payments on each Payment Date, each equal to the applicable amount set forth in the loan parameters below (or, if less, the outstanding amount of the Loan):

          (b) Application of Collections . At any time and from time to time, (x) Borrower shall pay (or cause to be paid), or (y) Lender may withdraw via an ACH Debit, amounts on deposit in the Collection Account to make payments in satisfaction of the Obligations, to the extent then due and payable. In the absence of a Default or Event of Default, any amounts in the Collections Account in excess of the amounts required to satisfy the Obligations shall be retained by the Borrower; and

          (c)  CFG Payment Account . All payments made in satisfaction of the Obligations hereunder shall be made via wire transfer of immediately available funds to CFG at its notice address contained in Section 9.7 of this Agreement or at such other location as CFG shall designate in writing. Payments received by Lender at or prior to 2:00 p.m. (Delaware time) on any business day shall be deemed received on such business day. Payments received after 2:00 p.m. (Delaware time) on any business day or on any day not a business day shall be deemed to have been received on the following business day.

     Section 2.5. Adjustments . In the event that the interest rate is modified due to a change in the prime interest rate, the amortization set forth in Section 2.4(a) will be modified to maintain the same payment amount but with adjusted term and final payment per the new interest rate.

     Section 2.6. Disputes . All disputes regarding loan payment amounts, payment dates, outstanding balances, interest paid and principal paid shall be resolved based upon the information contained in the amortization schedule set forth in Section 2.4(a) or as it may be modified by the consequences of the actual payments made and their respective payment dates, adjustments pursuant to Section 2.5, and/or by subsequent agreement between CFG and the Borrower.

     Section 2.7. Prepayments . Payment and prepayments on the Loan shall be applied first to late charges and other fees and penalties due hereunder, second to reimburse CFG for any costs and/or expenses incurred by CFG hereunder or under any of the documents attached hereto, third to accrued interest and the remainder to reduce the principal amount. The Loan may be prepaid in whole or in part at any time without penalty and without consent of CFG. Any such prepayment shall not reduce the amount of any regularly scheduled payment unless said prepayment reduces all outstanding

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amounts owed (principal, interest, late fees, and any other charges payable under this Loan Agreement) to $0.00.

     After deduction of late charges and other fees and penalties due and/or expenses incurred by CFG, as described in the preceding paragraph, the residual amount will be applied to the Loan Amortization schedule on the date of receipt, with the consequent modification of the succeeding balances throughout the remaining term of the Loan Agreement, however as the Loan Agreement may be modified by changes in the interest rate per changes in the prime interest rate.

     Section 2.8. Late Payment Penalty . Interest and penalties shall accrue on any payment that is not received by the applicable Payment Date. In such a case, daily interest shall accrue in the amount of the current annual interest rate from the original date said payment was due until the date payment is received by CFG, irrespective of the date the Borrower transmitted said payment. A Shortfall Penalty shall also be due and immediately payable for each Shortfall.

     Section 2.9. Use of Proceeds . The proceeds of the Loan shall be used solely for business purposes and working capital needs of Borrower.

     Section 2.10. Joint and Several Liability . The Borrower and the Co-Borrower agree to be jointly and severally liable to make the monthly payments required hereunder and CFG may seek to collect said payments from either the Borrower or the Co-Borrower at CFG’s sole discretion.

ARTICLE III
CONDITIONS

     Section 3.1. Conditions to Obligation of Lender . The obligation of Lender to consummate the transactions contemplated hereby is subject to the satisfaction of the following conditions:

          (d) Representations and Warranties True . The representations and warranties of Borrower hereunder shall be true and correct in all respects on the date hereof with the same effect as if then made, and the Borrower shall have performed in all respects all obligations to be performed by the Borrower hereunder on or prior to the date hereof.

          (e) Loan Documents . Each of the Borrower and Co-Borrower shall have delivered to Lender this Loan Agreement (including Schedule 3.18 hereof) and each other Loan Document requested by the Lender to be delivered on or before the date hereof, each such Loan Document shall be duly executed by each party thereto.

          (f) ACH Payment Withdrawal Authorization . Borrower shall have delivered to the Lender the ACH Payment Withdrawal Authorization, authorizing the Lender to initiate wire transfers from the Collections Account to the CFG Payment Account at any time, and from time to time, to satisfy the Obligations.

          (g) UCC Financing Statements . UCC Financing Statements, in form and substance satisfactory to the Lender shall have been filed with the appropriate filing office of the State of Utah.

ARTICLE IV
BORROWER REPRESENTATIONS AND WARRANTIES

     Section 4.1. Existence and Good Standing . Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business in each jurisdiction in which the conduct of its business requires qualification.

     Section 4.2. Power and Authority . The execution, delivery and performance under the terms of this Loan Agreement and all other Loan Documents are within the power of the Borrower and have been duly authorized by all necessary partner, member, manager, and/or shareholder action, if necessary, are not in contravention of law or the terms of the Borrower’s Articles of Incorporation or Bylaws (or similar governing documents) or any amendment thereto, or any indenture, agreement, or

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undertaking to which the Borrower is a party or by which the Borrower is bound. The Borrower has the power to enter into, and to perform the Obligations hereunder and under the other Loan Documents, and has taken all necessary legal action to authorize the execution, delivery and performance of this Loan Agreement and the other Loan Documents to which it is a party.

     Section 4.3. Binding Effect . This Loan Agreement and the other Loan Documents constitutes the legal, valid and binding obligations of each of Borrower and Co-Borrower and each is enforceable in accordance with its terms subject to applicable bankruptcy and insolvency laws and laws affecting creditor’s rights and the enforcement thereof, generally, and subject to proper filing and/or recordation of the security documents.

     Section 4.4. Material Contracts; No Liens . All contracts, agreements and general business arrangements under which Borrower or Co-Borrower conducts business, with any and all organizations, are in full force and effect. All sources of income to Borrower or Co-Borrower are free and clear of all security interests, Liens, charges and encumbrances of others, and there have been no material notices, orders, or other developments or correspondence in respect of the Commission Rights and payments with respect thereto that have not been disclosed to CFG. Neither Borrower nor Co-Borrower has sold, pledged, assigned or transferred any right, title or interest in or to these sources of income and neither have they been levied upon, attached, foreclosed upon, served, restricted, or subjected to garnishment or other legal process or proceedings, except as disclosed in writing to CFG.

     Section 4.5. Creditor Matters . There are no attachments, executions, assignments for the benefit of creditors, or voluntary proceedings in either bankruptcy or under any other