Reference Call Program Terms and Conditions

Subject to the terms and conditions set forth herein, if (i) a current customer of Modernizing Medicine, Inc. or any of its subsidiaries (“Modernizing Medicine”) (the “Reference Client”) participates in a Reference Call (as defined below) with a prospective customer of Modernizing Medicine (the “Prospect Client”) regarding such Reference Client’s experiences with Modernizing Medicine’s products and services (the “Software”) and (ii) the Prospect Client delivers a written acknowledgement to Modernizing Medicine of the Reference Call within ten (10) days of such Reference Call (the “Reference Call Acknowledgement”), then Modernizing Medicine shall pay the Reference Client Fifty Dollars ($50.00) (the “Reference Call Fee”), which Reference Call Fee may be paid by means of a check within thirty (30) days of Modernizing Medicine’s receipt of the Reference Call Acknowledgement. The Reference Call will be scheduled by a Modernizing Medicine representative, but no Modernizing Medicine representative shall participate in the Reference Call. The Reference Client is expected to provide its honest opinions regarding the Software based on its experiences using the Software. The Reference Client is under no obligation to recommend the Software or any of Modernizing Medicine’s other products or software to the Prospect Client. A “Reference Call” means a telephone conversation, arranged by Modernizing Medicine, between the Reference Client and the Prospect Client regarding the Reference Client’s experience with the Software.

Notwithstanding the foregoing, Modernizing Medicine shall be under no obligation to pay the Reference Call Fee to the Reference Client: (i) if such Reference Client is then in breach of any agreement with Modernizing Medicine, (ii) if the physician, physician extender or other employee of such Reference Client that participated in the Reference Call is a Modernizing Medicine employee or contractor or has otherwise provided services to Modernizing Medicine, (iii) for a Prospect Client, if Modernizing Medicine has previously paid a Reference Call Fee to the Reference Client with respect to the same Prospect Client or (iv) if the Reference Client has violated any of the terms and conditions governing the reference call program described in these Reference Call Program Terms and Conditions (the “Reference Call Program”). No Reference Client shall be entitled to receive more than one Reference Call Fee with respect to the same Prospect Client.

The Reference Client acknowledges and agrees that the Reference Call Fee represents the fair market value for the time and effort required for the Reference Client to participate in the Reference Call without regard to the value or volume of any business generated between the Reference Client and Modernizing Medicine. If the Prospect Client inquires whether the Reference Client received a payment from Modernizing Medicine to participate in the Reference Call, the Reference Client must be truthful and answer affirmatively. The Reference Client is responsible for payment of all local, state, federal and foreign taxes, levies, or duties of any nature, excluding taxes owed by Modernizing Medicine based on Modernizing Medicine’s income.

UNDER NO CIRCUMSTANCES SHALL MODERNIZING MEDICINE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS REFERENCE CALL PROGRAM REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF MODERNIZING MEDICINE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL MODERNIZNG MEDICINE’S LIABILITY UNDER THIS REFERENCE CALL PROGRAM TO ANY REFERENCE CLIENT EXCEED AN AGGREGATE OF FIFTY DOLLARS ($50.00).

Modernizing Medicine reserves the right to terminate or modify all or any portion of this Reference Call Program at any time. Modernizing Medicine reserves the right in its sole and absolute discretion to refuse to enter into any agreement with any Prospect Client for any reason. The Reference Clients have no authority to, and shall not, make any offers on behalf of Modernizing Medicine, negotiate any contract for or on behalf of Modernizing Medicine or attempt to bind Modernizing Medicine to any contract, agreement, representation, warranty or understanding. The Reference Clients shall not make any representations respecting the Software, business or affairs of Modernizing Medicine to any person or entity, whether in connection with this Reference Call Program or otherwise. The Reference Clients shall comply with all laws and regulations relating to this Reference Call Program. Any dispute as to any determination by Modernizing Medicine with respect this Reference Call Program shall be resolved by Modernizing Medicine in its sole discretion. The Reference Clients that elect to participate in this Reference Call Program are doing so as independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Reference Call Program. This Reference Call Program shall be governed exclusively by, and construed exclusively in accordance with, the laws of the State of Florida, without regard to its conflict of laws provisions. The federal courts of the United States in and for the Southern District of Florida and the state courts of the State of Florida located in Palm Beach County, Florida shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Reference Call Program.

DM_US 82805542-2.092109.0010