Sample Business Contracts

Agreement - MedStrong International Corp. and Road America

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January 22, 2003

Mr. Dennis M. Fantis
Road America
3081 Salzedo St.
Coral Gables, Florida 33134

Re: Agreement -- Supersedes October 16, 2002 LOI

Dear Dennis;

1.   This letter serves as an Agreement by and between  MedStrong  International
     Corporation,  hereinafter  "MIC", and Road America,  hereinafter  "RA". The
     purpose of this  Agreement  is to  summarize  the  agreements  between  the
     parties  and will have the effect of a  three-year  Agreement  between  the

2.   The  contents of this  Agreement  are the  product of previous  discussions
     among the parties.

3.   Purpose: To grant RA the right to represent,  promote and sell MIC's Driver
     Patient Data Quickly (PDQ) brand medical  records online  programs,  to its
     prospects and customers in the territories identified therein. MIC is to be
     RA's exclusive featured medical records provider during the three-year term
     and any renewal  periods.  Designation  as the exclusive  featured  medical
     records provider means that RA will offer no other competing program unless
     specifically  requested to do so, in writing, by its prospect or client. RA
     shall provide notification to MIC of any such prospect or client selection.
     Further, RA shall use its best efforts to induce its prospects and existing
     clients to  select/use  the Driver PDQ product as a part of the RA roadside
     assistance program.

4.   Territory:  United  States and Canada.  Other  territories  may be mutually
     agreed to in writing.

5.   Express  Exclusions:  The  parties  acknowledge  and agree  that each has a
     business  relationship with MAPFRE.  Any efforts by either party to further
     promote  the PDQ brand with  MAPFRE  will be  subject to mutual  agreement.
     MAPFRE is an exclusive medical records online prospect of MIC.

6.   Program Marketing:

     MIC will provide RA with PDQ program options that offer or provide tailored
     solutions to its varied and diverse prospect and client base.

     (a)  AGENT:  RA may choose to  distribute  the "Driver  PDQ" basic  medical
          records online program  (retail value of $19.95 per year) for a family
          of four, annually, in its electronic format, including a late breaking
          health newsletter daily, based on agreed pricing, refer to item 7, or

     (b)  DIRECT  LINK:  RA may  choose to have MIC  provide a private  label by
          creating  its own RA splash  page with a direct link to MIC for actual
          customer service; or

     (c)  R.A.  WEBSITE:  RA may choose to create its own specific product brand
          of medical  records online using its own  proprietary  MRO website and
          tying into MIC's  website  engine.  Pricing  for this  option  will be
          quoted once specifications are provided to MIC

7.   Driver PDQ Price

     (a)  Agent  price,  under  item 6 (a) and (b)  shown  above  is one  dollar
          ($1.00) per unit, comprised of four family members for a period of one
          year and each renewal year thereafter.  Single payment or monthly bill

     (b)  Vehicle service contract business. Agent price, one dollar ($1.00) per
          unit for a family of four, regardless of term of the service contract,
          based on single payment each month.

     (c)  Renewal and Upgrade  Commissions.  MIC will pay twenty  percent  (20%)
          based on  current  retail  pricing  as  commission  on any  renewal or
          upgrades  based on net sales  after  cancellations.  RA shall  provide
          customer renewal contact information,  in a timely manner, to MIC in a
          form  acceptable  to MIC.  The form and  process of  solicitations  of
          renewals  and/or  upgrades  is to be  mutually  agreed  upon  by  both

8.   Term and Termination

     (a)  The initial  term of the  Agreement  shall run from  October 16, 2002,
          through November 30, 2005. Unless otherwise terminated pursuant to the
          terms hereof, the Agreement shall  automatically  renew for additional
          one-year periods.

     (b)  Either party may terminate the Agreement, without cause, at the end of
          the initial term or any renewal term by giving  written notice of such
          termination  not less than  ninety  (90) days prior to the end of such

     (c)  The  Agreement may be terminated  immediately  upon written  notice as

         (i)   By mutual, written agreement of the parties.

         (ii)  Material breach not cured for a period of 30 days after notice.

         (iii) Either party files  bankruptcy,  becomes  insolvent or makes a
               general assignment for the benefit of creditors.

9.   MIC  is  a  public   company  and  therefore  must  disclose  all  material
     developments  regarding  its  business.  Both RA and MIC agree to release a
     mutually agreed news release announcing this agreement.

In witness whereof, this being the Agreement between the parties; we hereby
execute this letter of intent.

MedStrong International, Corp.

       Jerry Farrar, President

Road America

       Dennis M. Fantis, President