Sample Business Contracts

Agreement for Health Information Services - MedStrong International Corp. and Trip Mate Insurance Agency Inc.

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          THIS  AGREEMENT  ("Agreement"),  effective  as of the 1st day of July,
2002,  is  entered  into  by and  between  MEDSTRONG  INTERNATIONAL  CORPORATION
("MIC"), a Delaware corporation, with its principal office located at 500 Silver
Spur Road,  Rancho  Palos  Verdes,  California  90274,  and TRIP MATE  INSURANCE
AGENCY, INC. ("TMI"), a Kansas corporation, with its principal office located at
9225 Ward Parkway, 2nd Floor, Kansas City, MO 64114.

          WHEREAS, MIC is a member-based provider of health information services
to consumers;

          WHEREAS,  among the  services  provided by MIC is Patient Data Quickly
("TRAVELER  PDQ"),  a membership  program that allows  individuals  to store and
update their medical records online for  confidential and  instantaneous  future

          WHEREAS,   TMI  is  an  administrator  of  travel  insurance  programs
("Plans") for the travel industry  underwritten by certain insurance  companies,
Monumental  Life  Insurance   Company,   Monumental  General  Casualty  Company,
Stonebridge  Casualty  Insurance  Company,  Life Investors  Insurance Company of
America and  Kingsway  General  Insurance  Company,  hereinafter  referred to as
"Insurers"; and

          WHEREAS,  TMI and MIC desire to make  TRAVELER  PDQ  available  to all
individuals that purchase Plans administered by TMI;

          NOW, THEREFORE, for good and valuable consideration,  receipt of which
is hereby acknowledged, the parties hereto agree as follows:


     Throughout  the term of this  Agreement,  TMI will  make  available  to all
     persons who  purchase a Plan a TRAVELER  PDQ  membership.  The TRAVELER PDQ
     membership  shall commence on the date the membership is registered after a
     Plan is  purchased  and shall  terminate on the earlier of (i) the date the
     trip  covered by any such Plan is  completed,  or (ii) the  termination  of
     coverage for an Insured under any such Plan.


     a) For the period from July 1, 2002  through  and  including  December  31,
        2002,  TMI shall pay MIC an amount equal  one-half of one percent (0.5%)
        of the total written  premiums  received by TMI for all persons reported
        to TMI as having purchased coverage under a Plan.

     b) Beginning January 1, 2003, said amount shall  automatically  increase to
        one percent (1.0%) of total written premiums as reported to TMI, subject
        to  adjustment as follows:  commencing  on January 1, 2003,  and on each
        January 1st and July 1st thereafter (individually, a "Review Date"), MIC
        and TMI shall review the total number of Plan  purchasers  who have been
        reported to TMI to  determine  the  percentage  of such  purchasers  who
        actually registered their TRAVELER PDQ memberships with MIC. The initial
        review  shall  include all Plan  purchasers  who reported to TMI between
        July 1, 2002 and December 31, 2002.

        All  subsequent  reviews  shall  include  all Plan  purchasers  who were
        reported to TMI between January 1, 2003 and the date of such review.

        Upon determining such percentage, the amount paid by TMI to MIC for each
        TRAVELER  PDQ  membership  shall  be  adjusted  in  accordance  with the


         --------------------------------------------------       -----------------------------------------
         If registered memberships ratio is:                      Then the fee to MIC is:
         --------------------------------------------------       -----------------------------------------
         Less than 10% registered                                 1.0% of written premium
         --------------------------------------------------       -----------------------------------------
         At least 10% but less than 15% registered                1.5% of written premium
         --------------------------------------------------       -----------------------------------------
         15% or more registered                                   2.0% of written premium
         --------------------------------------------------       -----------------------------------------

        All payment  adjustments  shall be effective as of the applicable Review
        Date  forward and shall  remain in full force and effect  until the next
        Review Date.

     c) For  all  Plan  purchases  reported  to TMI in a given  calendar  month,
        payment for the corresponding  TRAVELER PDQ memberships shall be made to
        MIC not  later  than the  thirty  first  (31st)  day of the  immediately
        succeeding  month.  It is understood and agreed by both parties that all
        such payments shall be made net of Plan cancellations reported to TMI.

     d) In  addition  to the  adjustments  required  under  Section  2(b) above,
        amounts to be paid to MIC by TMI may be further  adjusted in  accordance
        with the provisions of Section 4(c) relating to call center services.


     MIC has  entered  into  this  Agreement,  and  has  agreed  to the  payment
     structure set forth in Section 2 above,  in reliance on the  representation
     by TMI that it expects to  generate  not less than  Forty  Million  Dollars
     ($40,000,000) in annual written Plan premium for the 2003 calendar year. In
     the event that TMI generates  calendar year annual  written Plan premium of
     $35,000,000  or less for 2003,  the parties  agree to enter into good faith
     discussions to re-negotiate  the financial terms of this Agreement.  In the
     event the  parties  are unable to reach an  agreement  to  renegotiate  the
     financial  terms,  MIC may elect to terminate the  agreement  under Section


     a) MIC shall  offer  Plan  purchasers  the  option  of online  registration
        through  MIC's  website.  Purchasers  electing to use this option  shall
        receive their membership  numbers and membership cards directly from MIC
        in electronic format.

     b) For purchasers electing not to use online  registration,  TMI will offer
        telephonic  service  through  TMI's  call  center  facilities  at  TMI's
        expense.  For each Plan  purchaser  electing  this  option  to  register
        his/her  membership,  MIC will receive  registration  materials directly
        from the member to be registered and will input the information into its
        database and shall  electronically,  or by mail or fax, send  membership
        numbers and membership cards directly to the so registered member.

        This method of registration and the  corresponding  responsibilities  of
        each party under  Section 4 (b) may be revised  from time to time by the
        mutual written agreement of both parties.

     c) In the event  that TMI is unable to provide  the  services  detailed  in
        Section 4 (b),  and TMI  requests  MIC to use its call  center  for such
        purpose,  amounts being paid by TMI to MIC for TRAVELER PDQ  memberships
        in accordance  with Section 2 hereof shall be doubled for so long as MIC
        shall be required to use its call center (i.e. if MIC was receiving 1.5%
        of  written  premiums  for each  membership,  it shall  receive  3.0% of
        written premiums during such period).


     a) MIC will solicit all Plan purchasers for annual memberships and upgrades
        of their  TRAVELER  PDQ  memberships  at MIC's  expense.  The  benefits,
        services  and  content of any such  annual  memberships  or  upgrades of
        memberships  must be  approved  by TMI  before its use by MIC to solicit


        Plan  purchasers.  Subject to the provisions of Section 5(b) below,  MIC
        shall pay TMI an amount  equal to twenty  percent  (20%) of the purchase
        price of any membership and/or upgrade of a TRAVELER PDQ membership by a
        Plan purchaser  ("Membership Fee"). This Membership Fee shall be payable
        for any such  memberships  or  upgrades  for which  payment  in full was
        received by MIC during the term of this Agreement.

     b) TMI agrees that  monies due TMI under  Section 5, item (a) above will be
        subject to adjustment as follows:

        (i)    MIC will deposit monies due TMI under the provisions of Section 5
               (a) for the period July 1, 2002 to December  31,  2003,  and each
               successive  calendar  year, in a fiduciary  bank account in trust
               for the benefit of TMI;

        (ii)   The parties shall  compute the "Desired  Amount" which is defined
               as follows:  "Desired  Amount" means the total amount  derived by
               multiplying the number of registered members by $5.00.

        (iii)  MIC will  deduct  from any  amount  due under  Section 5 item (a)
               above,  any  negative  difference  derived when  subtracting  the
               Desired Amount, as defined herein, from the compensation provided
               MIC  under  Section  2  hereof,  for the  period  July 1, 2002 to
               December 31, 2003, and each successive calendar year;

        (iv)   Any balance due after  adjustment as detailed in Section 5, items
               (b) (i) and (ii) shall be paid to TMI on or before  February  15,
               2004 and on or before each successive February 15th.


     a) The initial term ("Initial  Term") of this Agreement  shall from July 1,
        2002 to June 30, 2005. Unless otherwise terminated pursuant to the terms
        hereof, this Agreement shall automatically renew for additional one-year
        periods beginning July 1, 2005.

     b) Either party may terminate this Agreement,  without cause, as of 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) MIC may terminate this Agreement in the event that TMI fails to generate
        calendar  year annual  written  Plan premium of  $35,000,000  or add for
        2003,  or for a subsequent  calendar  year period,  by giving TMI ninety
        (90) days written notice of such termination.

     d) TMI may  terminate  this  Agreement  in the  event  that  the  ratio  of
        registered  memberships to the total number of Plan  purchasers is 2.50%
        or less for the  twelve-month  period ending June 30, 2004 by giving MIC
        ninety (90) days written notice of such termination.

     e) this Agreement may also be terminated immediately upon written notice as

        1)  by mutual written agreement of the parties;

        2)  If a party  commits a material  breach of this  Agreement,  and such
            breach is not cured for a period of 30 days after written  notice is
            given to the breaching party specifying the nature of the breach and
            requesting that it be cured within the thirty (30) day period to the
            satisfaction of the non-breaching party;

        3)  In the event any party files bankruptcy,  becomes  insolvent,  has a
            receiver of its assets appointed,  make a general assignment for the
            benefit  of   creditors,   or  has  any   procedure   commenced  for
            reorganization of its affairs.


     d) Upon  termination  of this  Agreement by either party,  all  obligations
        hereunder shall cease, except as follows:

        1)  that MIC will provide the contracted member services until such time
            as all memberships hereunder expire, and

        2)  that  each  party   shall  be   entitled  to  receive  any  and  all
            compensation that became due the party prior to such termination.


     MIC hereby grants to TMI,  throughout  the Initial Term of this  Agreement,
     and each successive term thereof the exclusive right to represent, sell and
     implement  the TRAVELER  PDQ program to the travel  industry so long as TMI
     maintains the premium volumes set forth below.

     ----------------------------------- ---------------------------------------
        For calendar year:                    Premium volume:
     ----------------------------------- ---------------------------------------
        2003                                  $40,000,000
     ----------------------------------- ---------------------------------------
        2004                                  $44,000,000
     ----------------------------------- ---------------------------------------
        2005                                  $48,400,000
     ----------------------------------- ---------------------------------------
        Each successive calendar year         10% increase in premium volume
                                              from prior year
     ----------------------------------- ---------------------------------------

     Notwithstanding  the foregoing,  TMI acknowledges  that, from time to time,
     MIC may seek TMI's  written  approval  to offer the  TRAVELER  PDQ  program
     through  certain  travel  organizations.  TMI hereby agrees to consider and
     respond to all such requests, in writing, within 20 days of receipt by TMI.


     a) All  promotional  and  point  of sale  materials  to be used by TMI with
        respect to the TRAVELER  PDQ program  shall be produced at the sole cost
        and expense of TMI. MIC shall participate with TMI in the development of
        such promotional materials as TMI shall reasonably request.

     b) Any scripts,  advertising copy, brochures, and other marketing materials
        of any kind  whatsoever,  whether written or oral, that include the name
        or  any  trade  name,  trademark,  service  mark  or  other  proprietary
        intellectual  property of a party  shall be  approved by such party,  in
        writing,  prior to the use thereof,  except that no such material  shall
        include any reference to the Insurers or their products.


     TMI agrees to indemnify and hold  harmless  MIC, its  officers,  employees,
     affiliates  and  agents,  from any and all  claims,  lawsuits  or  damages,
     (including any punitive or extra contractual  damages) or other liabilities
     resulting  from  the  acts or  omissions  of TMI,  its  affiliates,  or its
     officers,  employees or representatives,  in connection with this Agreement
     whether or not negligent, grossly negligent, intentional or otherwise.

     MIC agrees to indemnify and hold  harmless  TMI, its  officers,  employees,
     affiliates,   and  agents  from  any  and  all  claims,  lawsuits,  damages
     (including any punitive or extra contractual  damages) or other liabilities
     resulting  from  the  acts or  omissions  of  MIC,  its  affiliates  or its
     officers,  employees or  representatives in connection with this Agreement,
     whether or not negligent, grossly negligent, intentional or otherwise.



     Under  this  Agreement,  MIC  will  receive  information  from  TMI  or TMI
     customers which is personal and private information such as customer names,
     addresses and personal medical  information  ("Confidential  Information").
     MIC agrees that all Confidential  Information  shall be maintained with due
     regard for the individuals' right of confidentiality and in compliance with
     applicable federal and state privacy laws.


     a) Each  payment  made to MIC  pursuant  to Section  2(d)  hereof  shall be
        accompanied  by  a  report  prepared  by  TMI,  in a  format  reasonably
        acceptable to MIC,  containing such  information as MIC shall reasonably
        request with respect to the  purchasers  of Plans for the  corresponding

     b) Each  payment  made  to TMI  pursuant  to  Section  5  hereof  shall  be
        accompanied  by  a  report  prepared  by  MIC,  in a  format  reasonably
        acceptable to TMI,  containing such  information as TMI shall reasonably
        request  with  respect  to the annual  memberships  and/or  upgrades  of
        TRAVELER PDQ memberships by Plan purchasers for the corresponding period
        including, but not limited to:

        (i)       memberships  and  upgrades,  by month,  for which MIC received
                  payment in full during such period;

        (ii)      cancellations,  by month, of previously  reported  memberships
                  and upgrades processed during such period; and

        (iii)     details of the calculation set forth in Section 5(b) herein.


     Any and all  notices  required to be given  under this  Agreement  or which
     either of the  parties  may desire to give shall be in writing and shall be
     served by (i) registered or certified mail, postage prepaid, return receipt
     requested, (ii) any recognized national or international overnight delivery
     service to the addresses set forth below, or (iii) via facsimile;

     Mr. Jerry Farrar, President/CEO            Mr. Bradley G. Finkle, President
     Medstrong International Corporation        Trip Mate Insurance Agency, Inc.
     500 Silver Spur Road, 3rd Floor            9225 Ward Parkway, 2nd Floor
     Rancho Palos Verdes, California 90274      Kansas City, MO 64114.
     Fax No: (310) 544-7100                     Fax No: (816) 523-3379


     This Agreement  shall not be assignable by either party without the express
     written  consent of the other party,  which  consent may denied at the sole
     discretion of such other party.


     The laws of the State of Kansas  shall govern this  Agreement.  The section
     headings are for purposes of  convenience  only, and shall not be deemed to
     constitute  a part of this  Agreement  or to  affect  the  meaning  of this
     Agreement in any way.


          IN WITNESS WHEREOF, the duly authorized representatives of the parties
hereto have  executed this  Agreement,  effective as of the date first set forth



Name:   Jerry R. Farrar

Title:  President & Chief Executive Officer




Name:  Brad Finkle

Title: President