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August 1, 2005 Marketing Agreement

This is an actual contract between Comprehensive Care and All Communications.
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MARKETING AGREEMENT MARKETING AGREEMENT (hereinafter, the " Agreement" ) made and entered into as of August 1, 2005, by and between HEALTH ALLIANCE NETWORK, INC. , a New York corporation, with principal offices located at 1305 Mamaroneck Avenue, White Plains, NY 10605 ( HAN) , and COMPREHENSIVE BEHAVIORAL CARE, INC. , a Nevada corporation, with principal offices located at 204 S. Hoover Boulevard, Suite 200, Tampa, Florida 33609 (collectively referred to, with its Affiliates, as ( CompCare );WITNESSETH, THATWHEREAS, A. CompCare has established a network of contracted physicians and other providers of case management, pharmacy management services, disease management and integrated behavioral healthcare services and products; B. CompCare' s Participating Providers have agreed to provide behavioral healthcare services and products in exchange for discounted fees to the beneficiaries of healthcare plans sponsored by payors who contract with CompCare for access to such provider networks and other services provided by CompCare; C. HAN has contacts with insurance companies, unions, third party administrators and other payors for healthcare services and products who desire to obtain access to such behavioral healthcare services and products for their respective plan beneficiaries on a discounted fee basis; D. CompCare has agreed to appoint HAN as its primary representative and marketing agent for commercial (i.e., non-Medicaid and non-Medicare) business; E. HAN desires to market CompCare' s services and the CompCare Networks in the commercial marketplace to Payors with which HAN has or may develop relationships; and F. HAN and CompCare desire to set forth the terms and conditions on which CompCare has agreed to provide its services and to allow commercial market payors introduced to it by HAN to contract for access to the CompCare Networks; NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein set forth, and in reliance on the representations and warranties contained herein and subject to the terms and conditions hereof, the parties hereto agree as follows:

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1. DEFINITIONS: For purposes of this Agreement, in addition to the terms elsewhere defined herein, the following terms shall have the meaning indicated: 1.1 " Affiliate" an Affiliate of a Person shall refer to (1) each officer and employee of such Person, (2) any Person which is controlled by, controls, or is under common control with, such Person, and (3) any Affiliate of any of the foregoing. 1.2 " CompCare Network" shall mean (a) the network of Participating Providers who have executed Provider Agreements with CompCare, and (b) any network of behavioral healthcare providers that CompCare is leasing from any third party pursuant to a written agreement. 1.3 " Covered Individual" shall mean all members, employees, covered dependents and other Persons eligible to receive medical services under a Plan. 1.4 " Most Favored National Pricing" shall mean the lowest price CompCare would offer to any client when such client is not a Source introduced to CompCare by HAN. CompCare has sole discretion in determining Most Favored Nation Pricing specific to any Service Agreement as such pricing is contingent upon, among other things, CompCare' s understanding of the benefits to be offered to the Source' s members and any available actuarial and/or utilization data. 1.5 " Participating Providers" shall mean the physicians, hospitals and healthcare facilities and other providers of behavioral healthcare services and/or products who have entered into Provider Agreements with CompCare. 1.6 " Person" shall mean an individual, corporation, limited liability company, limited liability partnership, partnership, joint venture and other business entity of any kind. 1.7 " Plan" shall mean a health insurance, managed care, self insured plan, or other similar health benefit plan sponsored or issued by a Source and which may include workers compensation, first party automobile medical liability, long-term or short-term disability and health coverage. 1.8 " Provider Agreements" shall mean the agreement between CompCare and providers of behavioral healthcare services and/or products pursuant to which the Participating Provider agrees to provide behavioral healthcare services and/or products to Covered Individuals in exchange for discounted fees. 1.9 " Source" shall mean the health insurance companies, employers, third party administrators, labor unions and other Persons who pay for healthcare services and products, each Affiliate of such Person, and any other Person, that has been introduced directly by HAN or any Affiliate of HAN to CompCare. Each Source must be pre-registered in writing by HAN or an Affiliate of HAN with CompCare and approved in advance and in writing by CompCare.

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1.10 " Services Agreement" shall refer to an agreement entered into by a Source with HAN and/or CompCare, which has been pre-approved by HAN and CompCare, to provide access to the CompCare Network and/or other services provided by CompCare.2. PROVISION OF SERVICES: 2.1 CompCare hereby appoints HAN as its primary marketing and sales representative with respect to all commercial (i.e., non-Medicaid and non-Medicare) business conducted by CompCare during the Term of this Agreement. This does not preclude HAN from selling Medicare and Medicaid business provided such business is pre-registered by HAN in the same manner required for commercial business sales by HAN. 2.2 For each Source that executes a Services Agreement with CompCare during the Term hereof, CompCare shall provide the Covered Individuals under Plans sponsored by such Source with access to Participating Providers in the CompCare Network and with access to CompCare' s other services on the terms and subject to the conditions set forth in such Services Agreement. 2.3 CompCare will agree to accept Most Favored Nation Pricing for all of the services provided by CompCare to Sources introduced to CompCare by HAN. HAN will have the right to negotiate higher than Most Favored Nation Pricing for specific Service Agreements with its Sources. 2.4 CompCare shall perform all CompCare services in a timely fashion and in accordance with the terms of the specific Service Agreement and standard operating practice of CompCare and will provide monthly reports to the Source, with a copy to HAN, in the form defined by CompCare' s Service Agreement with each Source. CompCare and HAN shall commit and utilize their available resources for, and cooperate with each other in connection with, presentations and meetings with potential Sources introduced to CompCare by HAN or its Affiliates. CompCare and HAN will mutually agree to final Service Agreement pricing. All Service Agreements must be signed by CompCare and the Source. 2.5 CompCare' s Service Agreement with each Source shall govern the terms for billings to and collection of monthly revenues from each Source. 2.6 If a Source introduced to CompCare by HAN or a HAN Affiliate would like to contract with CompCare or any of its Affiliates for network access or other services, then CompCare may enter into a Services Agreement directly with such Source at the pricing (not less than Most Favored Nation Pricing determined by CompCare) negotiated by HAN with such Source; provided that any such direct Source Access agreement will be subject to all of the provisions of this Agreement; and CompCare will give HAN a copy of the executed agreement within five days after it is executed by the Source.

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3. RESPONSIBILITIES OF COMPCARE 3.1 CompCare has entered into Provider Agreements with Participating Providers for the provision of covered services to Covered Individuals. Although the Provider Agreement is not a part of this Agreement, the applicable Provider Agreement executed by each Participating Provider shall govern the relationship between CompCare and any Participating Provider. 3.2 CompCare is responsible for recruiting and contracting with Participating Providers and other providers of services offered by CompCare. All communications with Participating Providers concerning the negotiation, execution or ongoing management and maintenance of Provider Agreements will be conducted by or through CompCare. 3.3 CompCare will develop appropriate policies, procedures, protocols and criteria (collectively, the " Criteria" ) for the CompCare Network in order to maintain the integrity of the CompCare Network. CompCare will provide Participating Providers with such policies, procedures, information and materials as needed to facilitate Participating Provider' s participation in the CompCare Network and compliance with established policies and procedures; provided that any Criteria shall be no more burdensome on HAN or its Sources than CompCare imposes on other of its clients that do not originate with HAN. 3.4 CompCare and HAN agree to the use of each other' s name in any marketing, advertising, solicitation or educational material necessary to further the purposes of this Agreement. Each party using the other' s name in such materials shall share said materials prior to distribution and obtain the written consent of the other party whose name is used, which consent shall not be withheld unreasonably. In all other respects, each party reserves the rights to, and the control of, the use of their name and all symbols, trademarks, or service marks. 3.5 CompCare shall provide such educational services to HAN as is reasonably appropriate in connection with the implementation and operation of this Agreement. Additionally, CompCare shall provide HAN with such reporting as is reasonably necessary to enable HAN to fulfill its obligations under the Services Agreements. Such services shall be designed to assist each Source' s Covered Individuals in their utilization of CompCare' s Participating Providers. 3.6 If CompCare is required to make any filings by a State Department of Health or State Department of Insurance, such filings shall be made by CompCare, unless otherwise directed by one of the respective State Departments. 3.7 CompCare is not an insurer, guarantor or underwriter of the liability of HAN and/or its Sources and does not pay claims for covered services under any Plan (except that CompCare does pay claims on behalf of Plan sponsors when CompCare is providing third party administrator services). HAN acknowledges and agrees that CompCare is not an insurer, indemnifier or guarantor of payments owed to Participating Providers in connection with this Agreement or the provision of healthcare, behavioral healthcare, or other services or supplies under any Plan. Except as expressly set forth in this Agreement or in any agreement entered into pursuant to this Agreement, CompCare shall have no responsibility for any healthcare services or supplies or other services provided by Participating Providers to any Covered Individual or to any other Person.

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3.8 CompCare shall hold HAN harmless against liability or any additional expenses incurred by HAN if CompCare is determined by any federal, state, or local governmental authority to be engaged in activities for which it has failed to obtain a necessary license or permit. 3.9 During the term of this Agreement (as the same may be extended from time to time) and for a one (1) year period thereafter, CompCare shall not, either directly or indirectly, for itself or any third party, hire or solicit, induce, recruit, or cause a person in the employ of HAN or its subsidiaries to terminate his/her employment by HAN or such subsidiary, for the purpose of joining, associating or becoming employed by CompCare or any of CompCare' s Affiliates, or any other company or person which is in competition with any product sold, or any business or activity engaged in, by HAN at any time during the term of this Agreement without advanced written approval of both parties.4. RESPONSIBILITIES OF HAN 4.1 HAN shall use its good faith efforts to market and locate Sources who are interested in contracting with CompCare for services provided by CompCare and its Participating Providers, and will promptly pre-register such Sources in writing to CompCare for pre-approval by CompCare. 4.2 HAN will employ a minimum of 1.5 FTEs who are experienced Sales Executives who will be dedicated to the sale of CompCare' s behavioral health products. These Sales Executives will be guided by HAN' s Owner and Chief Executive Officer and will be responsive to the direction and inquiries of CompCare' s Chief Executive Officer or designee. 4.3 HAN is not an insurer, guarantor, or underwriter of the liability of CompCare or its Participating Providers and does not provide benefits to Covered Individuals or pay claims for covered services under any Plan. CompCare acknowledges and agrees that HAN' s responsibilities pursuant to this Agreement are administrative in nature and that HAN is not an insurer, indemnifier or guarantor of payments owed to Participating Providers in connection with this Agreement or the provision of behavioral healthcare services or supplies. Except as expressly set forth in this Agreement or in any agreement entered into pursuant to this Agreement, HAN shall have no responsibility for any behavioral healthcare services or supplies or other services provided by CompCare or Participating Providers to any Covered Individual or to any other Person. 4.4 HAN shall hold CompCare harmless against liability or any additional expenses incurred by CompCare if HAN is determined by any federal, state, or local governmental authority to be engaged in activities for which it has failed to obtain a necessary license or permit. 4.5 During the term of this Agreement (as the same may be extended from time to time) and for a one (1) year period thereafter, HAN shall not, either directly or indirectly, for itself or any third party, hire or solicit, induce, recruit, or cause a person in the employ of CompCare or its subsidiaries to terminate his/her employment by CompCare or such subsidiary, for the purpose of joining, associating or becoming employed by HAN or any of HAN' s Affiliates, or any other company or person which is in competition with any product sold, or any business or activity engaged in, by CompCare at any time during the term of this Agreement without advanced written approval of both parties.
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