1. 1. DESCRIPTION OF SERVICES.

1. Direct Personal Sales.

The Sales Representative will sell the Company’s Products including the Bio-Back on a non-exclusive basis.

2. SALES POLICIES AND PROCEDURES. The Sales Representative agrees to read, accept, and follow all rules and regulations as set forth in the Company’s sales policy and procedure guide that is provided to them by the Company. The Sales Representative agrees that they shall only use sales and promotional materials provided by or purchased from the Company. No Company material may be altered in any form or manner whatsoever. Any and all additional sales, marketing, or promotional advertising documents created by any sales representatives must be authorized in advance by Eagle Medical Group. This authorization will only be considered valid when the sales representative has received a signed authorization from a Company officer.

1. 3. PAYMENT FOR SERVICES. Eagle Medical Group LLC will pay the Sales Representative $23.00 for each personal Bio-Back sold. All commission will be paid less any returns or refunds. This compensation shall be payable on a Monthly basis on or before the fifteenth day of the month following the month in which BF Bio-Supports receives payment for the product.
2. 4. TERM/TERMINATION. This Agreement is effective as of _________200__ and shall remain in effect for a period of one year. This agreement is automatically extended for five successive one-year terms thereafter unless earlier termination as described below.
3. a) If the Sales Representative’s customers have not made purchases of products totaling at least $5,000.00 during any one year of this agreement then, BF Bio-Supports may terminate this agreement "Without Cause" by giving thirty day written notice of the sales shortfall to the sales representative, and if the shortfall is not cured within 30 days, this agreement shall immediately terminate,
4. b) This agreement may be terminated by either party "Without Cause" immediately and without notice if (I) the other party is in default of any of its material obligations and duties under this agreement and has not cured such default within 45 days after having been given written notice of that default; or (II) the other party is liquidated or otherwise ceases to do business,
5. 5. RELATIONSHIP OF PARTIES. The parties understand that the Sales Representative is an independent contractor with respect to Eagle Medical Group LLC, and not an employee of Eagle Medical Group LLC. Eagle Medical Group LLC will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Sales Representative. All expenses and disbursements incurred by the Sales Representative in connection with this agreement will be borne by the Sales Representative.
6. 6. CONFIDENTIALITY. The Independent Sales Representative will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Sales representative or divulge, disclose, or communicate in any manner any information that is proprietary to Eagle Medical Group LLC. The Sales Representative will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Sales Representative will return to Eagle Medical Group LLC all records, notes, documentation and other items that were used, created, or controlled by the Sales Representative during the term of this Agreement.

7. NON-COMPETE AGREEMENT. During the term of this agreement, the Sales Representative shall not, as an owner, employee, or contractor sell any other similar products, except as permitted by Eagle Medical Group.

8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.

9. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Ohio, without reference to its choice of law rules.

10. ASSIGNMENT: Neither this agreement nor any interest herein shall be assigned by the Sales Representative without the written consent of BF Bio-Supports and no discretionary duties of the Sales Representative shall be delegated by him.

11. NOTICES: All Notices required or allowed to be given under this agreement shall be given to the other party at the address or facsimile number set forth in the preamble of this Agreement, or to such other address or facsimile number as either party may instruct the other party in writing, either by facsimile or by overnight delivery service and will be deemed to have been given when received by such other party.