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FIRST AMENDMENT TO GENERAL AGENT AGREEMENT

This FIRST AMENDMENT to the General Agent Agreement (the “Agreement”) dated as of the _______ day of ___________, 2009is made and entered into by and betweenFREEDOM HEALTH INC., a Florida corporation(the “Company”) and ______________________ (“General Agent”) effective January 1, 2010. WHEREAS, Company and General Agenthave entered into a General Agent Agreement effective in accordance with the terms of the Agreement; and

WHEREAS, Company and General Agent desire to amend the terms of the Agreement as set forth below; and WHEREAS, Section 7.6 of the Agreementprovidesfor modification of the Agreement in order to maintain regulatory compliance.

NOW, THEREFORE, the parties agree that the Agreement is amended as follows:

1. Attachment A, Schedule of Commission is hereby deleted in its entirety and is replaced with the following: ATTACHMENT A

SCHEDULE OF COMMISSION

First Year Renewal Years 2-5

Initial ear Renewal Y ear Y2 3 4 5

HMO General Agent $400 $200 $200 $200 $200 $200

Collier County = $0 (non-commissionable county)

Other Terms and Considerations:

(1) “Initial Year” and “Renewal Year” shall be defined as per CMS regulations.

(2) Rates on this Attachment apply to applications signed on or after November 15 with a 2010 policy effective date. (3) 2010 business will be paid according to the Renewal Schedule above and disenrollments will be charged back as

specified in General Agent Agreement.

(4) Commission Schedule subject to revision or denial by CMS.

(5) CMS will periodically notify carriers of 2010 enrollments that qualify as Initial enrollments, at which point agents will receive additional payment for the difference between Initial rates and Renewal rates.

2. Except as modified by the terms of this Amendment, all terms and provisions of the Agreement, including any previous amendments thereto, shall remain in full force and effect.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.)

(2)

FH2010 - 3

2

IN WITNESS WHEREOF, the parties have the authority necessary to bind the entities identified herein.

FREEDOM HEALTH INC. GENERAL AGENT:

By: _________________________________ By: ________________________________ Print Name: __________________________ Print Name: _________________________ Title: COO____________________________ Title: ______________________________

(3)

FIRST AMENDMENT TO GENERAL AGENT AGREEMENT

This FIRST AMENDMENT to the General Agent Agreement (the “Agreement”) dated as of the _______ day of ___________, 2009is made and entered into by and betweenOPTIMUM HEALTHCARE INC., a Florida corporation(the “Company”) and ______________________ (“General Agent”) effective January 1, 2010. WHEREAS, Company and General Agenthave entered into a General Agent Agreement effective in accordance with the terms of the Agreement; and

WHEREAS, Company and General Agent desire to amend the terms of the Agreement as set forth below; and WHEREAS, Section 7.6 of the Agreementprovidesfor modification of the Agreement in order to maintain regulatory compliance.

NOW, THEREFORE, the parties agree that the Agreement is amended as follows:

1. Attachment A, Schedule of Commission is hereby deleted in its entirety and is replaced with the following: ATTACHMENT A

SCHEDULE OF COMMISSION

First Year Renewal Years 2-5

Initial Year Renewal Year 2 3 4 5

HMO General Agent $400 $200 $200 $200 $200 $200

Collier County = $0 (non-commissionable county)

Other Terms and Considerations:

(1) “Initial Year” and “Renewal Year” shall be defined as per CMS regulations.

(2) Rates on this Attachment apply to applications signed on or after November 15 with a 2010 policy effective date. (3) 2010 business will be paid according to the Renewal Schedule above and disenrollments will be charged back as

specified in General Agent Agreement.

(4) Commission Schedule subject to revision or denial by CMS.

(5) CMS will periodically notify carriers of 2010 enrollments that qualify as Initial enrollments, at which point agents will receive additional payment for the difference between Initial rates and Renewal rates.

2. Except as modified by the terms of this Amendment, all terms and provisions of the Agreement, including any previous amendments thereto, shall remain in full force and effect.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.)

(4)

OPT2010 - 3

2

IN WITNESS WHEREOF, the parties have the authority necessary to bind the entities identified herein. OPTIMUM HEALTHCARE, INC. GENERAL AGENT:

By: __________________________________ By: ____________________________________ Print Name: ___________________________ Print Name: _____________________________ Title: COO____________________________ Title: __________________________________

(5)

Freedom/Optimum Health Lead Program

In addition to the commission schedules, MESSER Financial Group offers agents a

unique program designed to promote sales for Freedom and Optimum Health. For every

commissionable policy sold, you will be provided $30 of lead credit once that policy is

approved and commissions are paid on it. This lead credit can be used to purchase leads

through our preferred direct mail lead vendor,

www.valuemailing.com

.

Value mailing offers a unique opportunity to agents, in that they turn around fresh direct

mail leads in 7 to 10 business days, versus other direct mail vendors that my take up to 3

to 4 weeks. At each point in the process, valuemailing will email you letting you know

what is happening with your order, notifying you when they begin printing your order,

when they mail your order, and when your first leads begin to come in.

If you already have an alternate direct mail resource that you would like to use, we will

work with you to apply your lead credit to this lead source.

This lead program may end at any time, and agents are eligible for lead credit as long as

no debit balance currently exists with Freedom or Optimum Health. Leads must be used

to sell Freedom Health and Optimum Health Medicare Advantage Plans.

We hope that by providing you will the product and the lead resource, you will be able to

focus 100% of your energy on finding and helping clients with their Medicare Plans.

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