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Financial Advisory And Consulting Agreement

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FINANCIAL ADVISORY AND CONSULTING AGREEMENT


This agreement ("Agreement") is made and entered into this 1st day of January, 2000, between Electronic Medical Distribution, Inc., a Delaware corporation (the "Company") and J.P. Carey Securities, Inc. (the "Consultant").


In consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:


1. Purpose. The Company hereby retains the Consultant on a non-exclusive basis during the term specified to render consulting advice to the Company as the Company may reasonably request to financial and similar matters, upon the terms and conditions as set forth herein.


2. Term and Compensation. This Agreement shall be effective commencing on the date first written above (the "Engagement Period"). The Company agrees to award to Consultant as compensation 30,000 shares of Company common stock.


3. Duties of Consultant. During the term of this Agreement, the Consultant will provide the Company with such regular and customary non-exclusive consulting advice as is reasonably requested by the Company, provided that the Consultant shall not be required to undertake duties not reasonable within the scope of the consulting advisory services contemplated by this Agreement. In performance of these duties, the Consultant shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of the Consultant's advice is not measurable in any quantitative manner, and that the Consultant shall not be obligated to spend any specific amount of time doing so. The Consultant's duties may at the direction of the Company include, but not necessarily be limited to on a non-exclusive basis:


A. Providing sponsorship and exposure in connection with the
dissemination of corporate information regarding the Company
to the investment community at large.


B. Assisting in the Company's financial public relations,
including discussions between the Company and the financial
community.


C. Advice regarding the financial structure of the Company and
its divisions or any programs and projects, as such issues
relate to the public market for the Company's equity
securities.


D. Rendering advice with respect to any acquisition program of
the Company, as such program relates to the public market for
the Company's equity securities.


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E. Rendering advice regarding the public market for the Company's
securities and the timing and structure of any future public
offering of the Company's equity securities.


It is expressly understood that no actual or express authority on behalf of the Company is granted by the Company hereunder to the Consultant.


4. Relationships with others. The Company acknowledges that the Consultant or its affiliates is in the business of providing, among other things, financial services and consulting advice (of all types contemplated by this Agreement) to others. Nothing herein contained shall be construed to limit or restrict the Consultant in conducting such business with respect to others, or in rendering such advice to others. In connection with the rendering of services hereunder, Consultant has been or will be furnished with confidential information concerning the Company including, but not limited to, financial statements and information, cost and expense data, production data, trade secrets, marketing and customer data, and such other information not generally obtained from public or published information or trade sources. Such information shall be deemed "Confidential Material" and, except as specifically provided herein, shall not be disclosed by Consultant or its employees or agents without prior written consent of the Company. In the event Consultant is required by applicable law or legal process to disclose any of the Confidential Material, it is agreed that Consultant will deliver to the Company immediate notice of such requirement prior to disclosure of same to permit the Company to seek an appropriate protective order and/or waive compliance of this provision. If. in the absence of a protective order or receipt of written waiver, Consultant is nonetheless, in the reasonable written opinion of C
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