CLIENT SERVICES AGREEMENT

This Billing and Collection Services Agreement (the "Agreement") is made and entered into by and between East Texas Billing & Claims, ("ETBCÓ"), a Texas company, and, (the ÒClientÓ), to be effective; WHEREFORE, ETBC is a Texas company providing medical billing and collection services to medical service providers and health care institutions.

WHEREFORE, Client operates a _________________________________;
WHEREFORE, Client desires to engage ETBC to supply billing, collection and related services in connection with the Client's business operation, and ETBC desires to be so engaged, and possesses the equipment, personnel and other resources necessary to provide the services described in this Agreement.

NOW,THEREFORE: For and inconsideration of the mutual covenants and agreements contained herein, the parties, each intending to be legally bound hereby, agree and contract as follows:

1.0 SCOPE OF ENGAGEMENT. ETBC shall, on behalf of Client, provide the necessary hardware, software and personnel to key related charges, file insurance claims and to bill patient/guarantors appropriately, and also to post payments and provide necessary management reporting.

2.0 APPOINTMENT OF AGENT. Client appoints ETBC, for the term of this

Agreement, to he its true and lawful agent and attorney-in-fact to bill patients in Client's name and on its behalf; to collect accounts receivable resulting from such billing in Client's name and on its behalf; and with Client's prior written consent, to initiate legal proceedings in the name of Client to collect any accounts and moneys owed to Client, to enforce the rights of Client as creditor under any contract or in connection with the rendering of any service, and to contest adjustments and denials by governmental agencies (or fiscal intermediaries) as third-party payers. The performance of all billing and collection functions by ETBC shall comply with state and federal statutes, regulations and directives applicable to such functions.

3.0 REPORTING AND RELATED SERVICES.In the performance of its billing and collection services herein ETBC shall:
(1) provide tracking, patient billing, follow-up, insurance/invoice processing, posting and related services for Client;
(2) prepares and send to Client by the tenth day of each month, ETBC's standard monthly collection report for the previous month;
(3) establish a mutually agreed procedure, including documentation for handling unpaid accounts and for the request, use, maintenance and return ofÊ patient files; and
(4) use only charges, diagnoses and common procedural terminology codes provided by Client, and not alter or create patient records but work only from those provided by Client. ETBC shall also prepare and submit to Client on a monthly basis the customary reports of ETBC derived from the services performed by ETBC pursuant to this Agreement.

4.0 RESPONSIBILITIES OF CLIENT.
 

4.2 Data Entry. Client agrees to enter all required patient information, including demographics, charges and codes into the system designated by ETBC and in accordance with ETBC's written policies and procedures.
 

4.3 Employee Compliance. Client agrees its employees shall participate in any training or educational programs reasonably required by OS1 and to comply with the responsibilities of Client pursuant to this Agreement.
 

4.4 Accuracy of Information; Reliance by ETBC. All information provided by Client to ETBC in the performance of its services hereunder shall be true, complete and accurate in all respects. ETBC shall be entitles to rely on all such information (including, but not limited to, billing, charging and coding information and provider numbers) without conducting any independent investigation.
 

4.5 alancing. Client agrees to comply with all ETBC balancing policies and procedures.
 

5.0 RELATIONSHIP OF THE PARTIES. ETBC is entitled to act as the limited agent of Client only to the extent provided by and in accordance with this Agreement. Neither party is, or is intended to be. a partner, joint venturer or employee of the other party, and neither party shall have the authority to bind the other party except as expressly contemplated by this Agreement.
 

6.0 HANDLING OF FUNDS/ETBC COMPENSATION. ETBC compensation shall be as per Exhibit ÔAÓ that is attached and made a part of this agreement. All receipts for professional medical services rendered by Client will be remitted to the Client. The Client shall forward a copy of the explanation of benefits associated with such receipts to ETBC, whereby ETBC will subsequently provide cash application services to assure proper posting of payments.
 

7.0 MAINTENANCE OF RECORDS. ETBC agrees to maintain copies of all records produced pursuant to this Agreement for a period of not less than four (4) years from the date of creation, or longer as may be required by applicable law, and not to dispose of any records created pursuant to this Agreement without the prior authorization of Client. If ETBC is requested to disclose any books, documents or records relevant to this Agreement for any purpose, ETBC shall notify Client of the nature and scope of such request in advance of disclosure, so as to provide Client with a prior opportunity to contest disclosure.

 

8.0 TERM OR TERMINATION
 

8.1 Term. This agreement shall be effective as of the Effective Date, and continue for a term as stated on Exhibit ÒAÓ (the ÒPrimary TermÓ) unless earlier terminated pursuant to the provisions of this Agreement.
 

8.2 Termination Without Cause. Notwithstanding any other provision of this Agreement either party may terminate this agreement at any time by giving at least 12 months prior written notice to the other party.
 

8.3 Termination With Cause. If either party defaults in the performance of any term or condition of this agreement and the default is one which may be cured, the party in default must cure that default by a satisfactory performance within ninety (90) days of written notice of default. If the party in default fails to cure the default within the ninety (90) day period, the party not in default may terminate this Agreement forthwith by providing written notice to the breaching party.
 

8.4 Termination for Insolvency. This Agreement shall terminate automatically and immediately upon a loss of solvency of either party.
 

8.5 Effect of Termination. ETBC shall continue to provide billing services to Client up to the effective date of termination. Reimbursement to ETBC for services rendered before and/or during any such extension period shall be paid by Client in the same manner as during the term of this Agreement. Termination of this Agreement shall have no effect upon the rights and obligations of the parties arising out of any transactions or services provided or occurring prior to the effective date of such termination.
 

8.6 Responsibilities. It shall be the responsibility of ETBC to furnish all data and information that it has stored for Client. This includes all disks, UB-92's and any and all pertinent information that Client deems necessary. This information shall be supplied to Client no later than fifteen (15) days following the effective date of termination.
 

9.0 TERMINATION/COMPENSATION In the event of termination of this agreement for any reason, ETBC shall be entitled to any and all compensation accrued and unpaid up to the date of termination. Any and all accrued fees shall be paid in full by Client prior to the release of any information stored at ETBC office.
 

10.0 TRADE SECRETS. The parties acknowledge in the conduct of their respective obligations under this Agreement each will have access to the confidential, proprietary and trade secret information of the other. Client and ETBC each agree not to disclose any confidential, proprietary or trade secret information of the other which may he ascertained as the result of the performance of this Agreement, the use or disclosure of which might reasonably be construed to be contrary to the best interests of the other party. Upon termination of this Agreement, neither party will take or retain any papers, records, files, computer programs and software, other documents or copies thereof, or other confidential information of any kind belonging to the other party. Without limiting other possible remedies available for breach of this covenant. Client and ETBC each agree injunctive or other equitable relief shall be available to enforce this covenant, such relief to be available without the necessity of posting bond.
 

10.1 During the term of this Agreement and for one (1) year after termination, CLIENT will not, directly of indirectly (e.g. CLIENT hires or uses another company that hires ETBC's employees), employ or contract with any ETBC employee or agent (or any enterprise in which any ETBC employee or agent owns a greater that 5% interest) who has provided services to the CLIENT on behalf of ETBC within the previous year, for the purposes of providing management, consulting, or rehabilitation services, without the express written consent of ETBC. CLIENT and ETBC agree that CLIENT's breach of this provision will cause irreparable damage to ETBC and that, in addition to other remedies available at law, an injunction or other equitable remedy shall issue to enforce this provision. CLIENT and ETBC further agree that it will be difficult to fix the exact amount of damages suffered by ETBC in the event of a breach by CLIENT of this provision and, accordingly, agree to liquidated damages to ETBC in the amount of $20,000.00.
 

11.0 DISCLAIMER OF LIABILITY. Client shall have the sole responsibility for all source information provided ETBC and ETBC shall have no obligation to verify, check or otherwise inspect the source information furnished by Client, Client agrees to identify and hold ETBC harmless against any and all liability, loss, damages, costs and expenses which ETBC may incur including, but not limited to, attorney's fees and cost, which ETBC may be required to pay, directly or indirectly, results in any liability, loss and/or damage to ETBC. Neither ETBC nor Client shall be liable to any third person for any damages which said third person may incur, directly or indirectly, as a result of the errors or omissions of the other. Client and ETBC each covenant, warrant, represent and agree neither it nor any person or firm connected with it has participated or will participate in any act or action that is or may be found to be in violation of any state or federal law, regulation, decree, policy or directive including, but not limited to, those laws and regulations pertaining to the submission of claims for payment to public and private third party payers for health care goods and services. If a violation of this provision is discovered or occurs, a material breach of this Agreement shall result, and the non-defaulting party shall have the option, in its sole discretion, to terminate this Agreement immediately upon notice to the defaulting party.
 

11.1 Hold Harmless. It is the intent of the parties to this contract, regardless of any language to the contrary, to indemnify the other party to the extent legally possible, against all claims by third parties, arising from actions of the affected party in performance of this contract.
 

12 NO PRACTICE OF MEDICINE. Nothing in this Agreement is intended to constitute the use of a medical license for the practice of medicine by anyone other than a licensed physician; aid ETBC or any other corporation to practice medicine when in fact such corporation is not licensed to practice medicine; or result in any other act or create any other arrangement in violation of the laws of Texas or the United States of America.
 

13 NO REFERRALS. This Agreement is not intended to induce or encourage the referral of any patients. The parties agree the benefits to each other hereunder do not require, are not compensation, payment or inducement for, and are not in any way contingent upon, the admission, referral or any other arrangement for the provision of any item or service offered by any person to any patient(s).
 

14 MISCELLANEOUS.
 

14.1 Assignment. Neither party shall, without the prior written consent of the other, assign any rights or delegate any duties under this Agreement.
 

14.2 Amendment. This Agreement may be amended only by an instrument in writing signed by the parties hereto.
 

14.3 Notice. Whenever, under the terms of this Agreement, written notice is required or permitted to be given, such notice shall be deemed to have been delivered upon receipt if delivered personally or by confirmed facsimile, or on the third business day after such notice is deposited in the United States mail in a properly stamped envelope, certified mail, return receipt requested, addressed to the party to whom it is to be given at the address set forth below:

To ETBC:

East Texas Billing & Claims
P.O. Box 365
Carthage, TexasÊ 75633

To Client:

____________________________________
____________________________________
____________________________________
____________________________________
 

14.4 Entire Agreement. This Agreement, including Exhibits ÒAÓ and ÒBÓ attached hereto, sets forth the entire understanding and agreement between the parties and shall be binding upon the parties, their affiliates, successors and permitted assigns. Any and all prior negotiations, agreements and understandings are superseded hereby.

14.5 Section Headings. The headings preceding the text of the several sections of this Agreement are inserted solely for convenience of reference and shall not constitute a part of this Agreement nor affect the meaning or construction of any section hereof.

14.6 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of, or applicable to, Texas, and in the event of any litigation at any time arising hereunder the venue of such litigation shall be exclusively in Panola County, Texs. In the event of any litigation arising hereunder, the prevailing party shall be entitled to recover reasonable attorney's fees as awarded by the court, together with all costs of any such action.

14.7 Severability. Should any part of this Agreement for any reason be declared invalid, the validity of any remaining portions hereof shall not be affected thereby, which remaining portions shall continue in force and effect as if this Agreement had been signed with such invalid portion eliminated. The intention of the parties is the remaining portions of this Agreement would have been signed without including any such part, parts or portion which may for any reason hereafter be declared invalid.

14.8 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were on the same instrument.

EAST TEXAS BILLING & CLAIMS

By:____________________________________
Its: __________________________________
Date:__________________________________
 

_______________________________________

By:____________________________________
Its:___________________________________
Date:__________________________________
 

EXHIBIT A

ETBC SERVICES:
 

To provide the appropriate billing (Insurance, Invoice and/or Statements), and comprehensive follow-up on the status pending claims, invoices or accounts.

To provide appropriate means of collections to resolve accounts.

To provide patient/employer and insurance inquiry services via mail or telecommunications.

To provide cash application services to assure proper posting of payments.

To provide customized and periodic reporting for the purpose of financial and statistical data.

To provide additional training as needed to new and existing employees.

To provide 24 hour a day access to the software system and support.

ETBC COMPENSATION:
 

¥ETBC will be compensated twice monthly at a rate of______%25 for services rendered.

TERM OF AGREEMENT
The term of this Agreement is 12 months, commencing the latest date noted on the Signature blocks of this document. This will automatically renew unless terminated as stated in Article 8.0.

EXHIBIT B