TVPOS's Provider On-Line Services Agreement

Recitals

TVPOS is a Marketing Management company that has developed a web-based system that allows eye doctors to manage their contact lens business. TVPOS will contract with eye doctors for an initial set-up fee and on-going monthly payments to lease and use the system. The web-based system for eyeglasses and contact lenses sales and all accompanying features is hereinafter referred to as the "Program."

PROVIDER is a doctor of optometry or medical doctor licensed to perform vision related services on patients in the state of Provider's principal place of business at the address stated above. PROVIDER may have offices in addition to its home office and PROVIDER offers certain vision related professional services through various means of advertising.

NOW, THEREFORE, the parties hereto agree as follows:

1. Services and Other Duties TVPOS Agrees to Perform

During the term of this Agreement, TVPOS will perform for PROVIDER the following services and duties:

(a) Allow patient access to the PROVIDER e-commerce web site to order contact lenses;
(b) Allow PROVIDER access to the TVPOS patent pending web based systems including but not limited to the TVPOS e-commerce site;
(c) Secure practice co-management;
(d) Listing as a TVPOS network provider;
(e) Set-up a PROVIDER branded web site including the development of site content;
(f) Enter into a HIPAA Business Associate agreement with PROVIDER to maintain the confidentiality of patient's Non-Public Health Information;
(g) Maintain all patient non-public information as confidential;
(h) Assist PROVIDER in determining which contact lens vendors/manufacturers to be listed on its web-site and utilized to fill contact lens and related product orders, and which contact lens products will be offered for sale to patients accessing its web-site, along with the applicable pricing. All monies received from contact lens and related product orders will be deposited directly to PROVIDER'S bank account.

2. PROVIDER Services and Duties.

During the term of this Agreement, PROVIDER will perform the following services and duties:

a. Designate a key contact office staff person to administer this Agreement and give notice to TruVision of this person as well as his/her phone numbers and email addresses;
b. Cooperate with TVPOS in implementing and maintaining all operations related to execution of this Agreement;
c. Remit to TVPOS a one time Program set-up fee per office of $199.00 US. The initial set-up fee will be paid by credit card at the time of enrollment in the Program. The set-up fee is non-refundable;
d. Remit to TVPOS a monthly subscription fee of $69.00 per office or web-site. Monthly subscription fee will be paid automatically via a credit card based on the day of enrollment in the Program. Upon cancellation of Program, a full month's subscription fee will be due for any partial month of utilization;
e. Agree to undertake no actions to replicate, reproduce or use other web-sites that mimic, copy or duplicate the content or usage of TVPOS'S web-site, Program, or web-based systems;
f. Set-up an automatic electronic payment with drawl for the monthly service through an Automated Clearing House mutually acceptable to the Parties;
g. Make payment for all internet services and credit card fees, including, but not limited to discount fees, transaction fees, charge back fees, gateway fees and the like, and;
h. In the event of nonpayment, the web site and all acitivites connected to the web site will be terminated. An administrative fee of $195 will be required to reactivate the web site.

General Provisions

1. Term. The initial term of this Agreement is month to month from the date of this Agreement hereof. At the end of such initial term and at the end of each one-year renewal term, this Agreement shall automatically be renewed for an additional period of one year. After the initial term Parties may terminate this Agreement by giving at least 30 days prior written notice to the other party.

2. Ownership of Marketing Materials and Trademarks. TVPOS will be the owner of PROVIDER'S web-site and all intellectual property, including any copyrights and trademarks, text, articles, data, images, documents, software, or any other content (herein after "Materials") contained on any page of the web-sight (which shall be deemed "copywrited" for the purposes of this Agreement), except to the extent that they incorporate any marks owned by PROVIDER. PROVIDER shall not use any TVPOS intellectual property without prior written consent from TVPOS's managerial level staff member. The web-site address chosen by PROVIDER will remain under the ownership of PROVIDER.

3. Indemnification. Each Party will indemnify, defend, and hold harmless the other Party, and each of their respective officers, directors, shareholders, agents and employees, from and against any and all claims, demands, losses liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including court costs and reasonable attorneys' and consulting fees), arising directly or indirectly, in whole or in part, out of any acts or omissions by each other, including, but not limited to, negligence of each other arising from or related to any of its acts or omissions, regardless of whether such liability is paid or covered by the proceeds of insurance. Each Party shall notify, as soon as possible, the other Party, of any lawsuits or actions, or any threat thereof, against that Party or the other Party that may become known to that Party.

4. Privacy/control of Patient Information. Parties agree that all electronic messages will follow applicable state and federal confidentiality rules and regulations pertaining to patient's medical information, and all other conditions contained elsewhere in this Agreement. If any Nonpublic Personal Information ("NPI"), as defined in the Gramm-Leach Bliley act ("GLB") or as defined by any applicable state privacy rule or regulation (collectively referred to as "State privacy Laws,") is disclosed by either party, it will only be done as permitted by law. Both parties covenant that they shall not use, disclose or disseminate NPI for any purpose other than that for which it was provided, and shall maintain it as confidential information. Each party will maintain procedural safeguards that comply with state and federal regulations to guard all NPI. Provider's handling of any NPI, and the purpose for which the information may be used by Provider will be in compliance with all applicable laws, regulations, including but not limited to GLB and the Federal Fair Credit Reporting Act.

5. Other Expenses. Except as otherwise expressly provided herein, each party will be responsible for and will pay its own costs and expenses, including without limitation attorneys' fees and related expenses, in connection with the negotiation, execution and delivery of this Agreement and their performance hereunder.

6. Relationship of the Parties. TVPOS and PROVIDER intend to act and perform as independent contractors, and the provisions hereof are not intended to create any partnership, joint venture, agency or employment relationship between the parties. The parties agree that, PROVIDER will retain the exclusive authority to direct the medical, professional and ethical aspects of its business. TVPOS will neither exercise control over nor interfere with the physician-patient relationships of PROVIDER which shall be maintained strictly between PROVIDER and its patients.

7. Binding Effect. PROVIDER may not assign its rights under this Agreement without the prior written consent of TVPOS.

8. Limitation of Liability. Neither TVPOS nor any of its members, directors, employees or other representatives shall be liable for damages arising out of, or in connection with the use of this web-site or any information, products or services contained herein, which includes, without limitation, the Materials, whatsoever. This is a comprehensive limitation of liability that applies to all damages of any kind, including, without limitation, indirect, special and consequential damages, loss of data, income, profit or good will, loss of damage to property and claims of third parties.

9. Links to Third Party Web-Sites. Any other web-sites that are accessible to any link on TVPO'S web-site are not under the control of TVPOS. TVPOS is not responsible for the contents of any linked web-site or any link contained in a linked web-site, or any changes or updates to the contents of any linked web-sites. TVPOS provides the linked web-sites to PROVIDER and its patients as a convenience only, and the inclusions of any such link on the TVPOS web-site does not imply TVPOS'S endorsement of the web-site, the organization operating such web-site, nor any products or services to that organization.

10. Miscellaneous Provisions. This Agreement supersedes any and all agreements, either oral or in writing, between the parties hereto with respect to the subject matter of this Agreement. This Agreement may not be changed orally, and may only be amended by an agreement in writing signed by both parties. This Agreement and the obligations and agreements set forth in or arising under the same shall be governed by and construed in accordance with the laws of the state of Utah. The prevailing party in any action for enforcement of its rights under or the terms of this Agreement will receive its costs and expenses incurred in connection such action, including, without limitation, reasonable attorneys' fees and costs and expenses upon appeal. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect unless to do so would result in either party not receiving the benefit of its bargain. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to that term or any other term of this Agreement. No amendment, supplement or termination of this Agreement shall affect or impair any rights or obligations, which shall have theretofore matured hereunder. Each of the parties agrees that it shall hereafter execute and deliver such further instruments and do such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof. Any notice required or otherwise given under this Agreement will be given in writing and only shall be deemed received upon (i) the earlier of receipt or three days after mailing or sending, if mailed, postage prepaid by regular mail, or sent by means of an overnight air courier service, or (ii) upon verbal communication of receipt, if transmitted by facsimile, to the parties at their respective addresses set forth in the first paragraph of this Agreement or at such changed address as may be subsequently submitted by written notice of either party. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

11. Termination. TVPOS may terminate this Agreement at any time. TVPOS shall have the right to immediately terminater PROVIDER'S access and use of the web-site, or any portion of the web-site, in the event of any conduct by PROVIDER or through PROVIDER'S account which TVPOS, in its sole discretion, considers to be unacceptable, or in the event of any breach by PROVIDER of the terms and conditions of this Agreement. PROVIDER further agrees not to replicate, reproduce