EXHIBIT 10.5

                 AGREEMENT BETWEEN IN TOUCH MEDIA GROUP, INC.,
                           SHAREHOLDERS AND CREDITORS

<PAGE>

                 AGREEMENT BETWEEN IN TOUCH MEDIA GROUP, INC.,
                           SHAREHOLDERS AND CREDITORS

This AGREEMENT  (the  "Agreement")  is by and among In Touch Media Group,  Inc.,
also  known as Data  Resource  Consulting,  Inc.,  a Florida  corporation,  (the
"Company"),  and Kenneth N. Hankin  ("Hankin"),  Ardie R. Nickel  ("Nickel") and
Richard M. Johnson ("Johnson"), and shall be effective as of November 29, 2005.

Section  3.8  "Outstanding  Obligations"  of the "Merger  Agreement  and Plan of
Reorganization by and Among Universal  Healthcare  Management Systems,  Inc. and
Data  Resource  Consulting,  Inc." (the  "Merger")  dated April 1, 2005 required
payments  totaling one hundred forty thousand  dollars  ($140,000) to be made by
the  Company  to the escrow  agent  specified  in the Merger for the  benefit of
Universal  Healthcare  Management  Systems  ("Universal")  creditors,  the  last
payment of which was to be made on or before  September  20,  2005.  To date the
Company  has only paid  thirty-eight  thousand  dollars  ($38,000)  and owes the
Universal creditors one hundred two thousand dollars  ($102,000).  To reduce the
financial  burden and free-up  more  working  capital for the  Company,  certain
creditors of Universal have agreed to take stock in lieu of cash.

The Company agrees to make cash payments  totaling  fifty-six  thousand  dollars
($56,000) and Hankin agrees to pay all outstanding creditors prior to the merger
taking place. The Company will wire transfer to the escrow agent twenty thousand
dollars  ($20,000)  within  two (2)  business  days  after the  escrow  attorney
confirms that he is in receipt of Mr.  Hankin's  common stock as detailed below,
eighteen thousand dollars ($18,000) within fifteen (15) days of the initial wire
transfer  after  the  escrow  attorney  confirms  that he is in  receipt  of Mr.
Nickel's common stock as detailed below, and eighteen thousand dollars ($18,000)
within  thirty  (30) days of the initial  wire  transfer.  Further,  the Company
agrees to issue  shares of  restricted  stock to  compensate  for the  remaining
forty-six  thousand  dollars  ($46,000)  that  the  Company  owes  to  Universal
creditors.  The Company  agrees to issue shares of  restricted  stock in lieu of
said debt and shall cause the  transfer  agent to issue one hundred  eighty-four
thousand (184,000) shares of restricted stock within two (2) business days after
Mr. Hankin's and Mr.  Nickel's  common stock as referenced  below is received by
the transfer agent, all at the expense of the Company.  The names and the amount
of shares per certificate shall be disclosed to the transfer agent by Hankin. If
the stock of In Touch  Media  (ITOU) does not have a bid price above fifty cents
($0.50)  per share for at least five (5)  trading  days  during  the  thirteenth
(13th) month following the date of issue of the abovementioned restricted shares
and a trading volume  averaging at least forty thousand  (40,000)  shares daily,
then  the  company  agrees  to  issue  Mr.  Hankin  an  additional  two  hundred
seventy-six thousand (276,000) restricted shares immediately.

Hankin agrees to give one million  (1,000,000)  shares of his free-trading stock
to the  escrow  agent to be  disbursed  to Hankin at the rate of forty  thousand
(40,000)  shares per month on the first day of each month  beginning on December
1, 2005 and lasting for a period of twelve (12) months. On the thirteenth (13th)
month the escrow agent shall give the  remaining  five hundred  twenty  thousand
(520,000)  shares to Hankin in one lump sum. The cost for the transfer  agent to
produce these share  certificates  in the proper  denominations  shall be at the
sole expense of the Company.

Nickel agrees to give one hundred thousand  (100,000) shares of his free-trading
stock to the escrow agent to be disbursed to Nickel at the rate of five thousand
(5,000) shares per month on the first day of each month beginning on December 1,
2005 and lasting for a period of twelve (12) months.  On the  thirteenth  (13th)
month the escrow agent shall give the remaining  forty thousand  (40,000) shares
to Nickel in one lump sum.  The cost for the  transfer  agent to  produce  these
share certificates in the proper  denominations  shall be at the sole expense of
the Company.

Initials:  Betterly /s/ Betterly  Johnson        Hankin        Nickel /s/ Nickel
                    ------------          -----         -----         ----------

<PAGE>

Page 2

Because  Johnson,  Hankin and Nickel will have  restricted  shares of stock that
they will  receive as payment for services or debt,  the Company  agrees to mail
each person an original letter on corporate  letterhead that is addressed to the
transfer agent,  stating that any necessary opinion letters can be obtained from
counsel other than corporate counsel.  The wording and format of said individual
letters is attached.  Said letters  shall be sent by the Company  within two (2)
business days of the  abovementioned  shares of restricted stock being issued by
the Company's transfer agent.  Further,  it is agreed by the Company that in the
event the Company  finds it necessary  to do a reverse  split that the shares of
stock owned by Johnson, Hankin and Nickel shall be the same before and after the
split.  For example,  should the Company do a one for two reverse split,  and if
one of the above persons  owned a total of 1,000 shares  before the split,  that
person would then own 500 shares after the split. The Company agrees that within
twenty-four  (24) hours of the reverse  split that the  Company  shall cause the
transfer agent, at the Company's expense,  to issue 500 shares to that person so
that they would have the same amount of shares  before and after the split.  All
restricted  stock owned by Johnson,  Hankin and Nickel  shall have  "piggy-back"
rights to any registration filed by the Company, other than S-8 registrations.

The  Company  holds  the  former  Board of  Directors  of  Universal  Healthcare
Management  Systems  and its  Officers  harmless  against any claims made by any
shareholder(s).  Johnson, Hankin and Nickel hold the Company harmless for any of
its  actions  or  inactions  to comply  with the terms of the  Merger.  Once the
$56,000  is paid in full,  Johnson,  Hankin,  and Nickel  will hold the  company
harmless of any debts prior to the merger taking place.

Failure to make the  payments  on time or failure to issue the stock in a timely
fashion shall be considered a breach of this Agreement. In such case, the amount
of money due to the escrow  agent  shall  automatically  revert to the  original
amount in the Merger and any  shares of stock  issued as any form of  settlement
shall remain in the possession of the holder.  Further,  the restrictive clauses
above  regarding the  disbursement of shares of stock owned by Hankin and Nickel
shall become null and void.

This  two-page  Agreement  may be executed in one or more  counterparts,  all of
which shall be considered one and the same agreement and shall become  effective
when  one or more  counterparts  have been  signed by each of  the  parties  and
delivered to the other party, it being understood that all parties need not sign
the  same  counterpart.   The  signatories  below  agree  to  accept  signatures
transmitted by facsimile as a true and legally binding original document.

IN TOUCH MEDIA GROUP, INC.                      INDIVIDUALLY

By: /s/ Laura A. Betterly                       By: /s/ Kenneth N. Hankin
    ----------------------------                    ----------------------------
    Laura A. Betterly, President                    Kenneth N. Hankin

                                                By:
                                                    ----------------------------
                                                    Ardie R. Nickel

                                                By:
                                                    ----------------------------
                                                    Richard Johnson

<PAGE>

                 AGREEMENT BETWEEN IN TOUCH MEDIA GROUP, INC.,
                           SHAREHOLDERS AND CREDITORS

This AGREEMENT  (the  "Agreement")  is by and among In Touch Media Group,  Inc.,
also  known as Data  Resource  Consulting,  Inc.,  a Florida  corporation,  (the
"Company"),  and Kenneth N. Hankin  ("Hankin"),  Ardie R. Nickel  ("Nickel") and
Richard M. Johnson ("Johnson"), and shall be effective as of November 29, 2005.

Section  3.8  "Outstanding  Obligations"  of the "Merger  Agreement  and Plan of
Reorganization by and Among Universal  Healthcare  Management Systems,  Inc. and
Data  Resource  Consulting,  Inc." (the  "Merger")  dated April 1, 2005 required
payments  totaling one hundred forty thousand  dollars  ($140,000) to be made by
the  Company  to the escrow  agent  specified  in the Merger for the  benefit of
Universal  Healthcare  Management  Systems  ("Universal")  creditors,  the  last
payment of which was to be made on or before  September  20,  2005.  To date the
Company  has only paid  thirty-eight  thousand  dollars  ($38,000)  and owes the
Universal creditors one hundred two thousand dollars  ($102,000).  To reduce the
financial  burden and free-up  more  working  capital for the  Company,  certain
creditors of Universal have agreed to take stock in lieu of cash.

The Company agrees to make cash payments  totaling  fifty-six  thousand  dollars
($56,000) and Hankin agrees to pay all outstanding creditors prior to the merger
taking place. The Company will wire transfer to the escrow agent twenty thousand
dollars  ($20,000)  within  two (2)  business  days  after the  escrow  attorney
confirms that he is in receipt of Mr.  Hankin's  common stock as detailed below,
eighteen thousand dollars ($18,000) within fifteen (15) days of the initial wire
transfer  after  the  escrow  attorney  confirms  that he is in  receipt  of Mr.
Nickel's common stock as detailed below, and eighteen thousand dollars ($18,000)
within  thirty  (30) days of the initial  wire  transfer.  Further,  the Company
agrees to issue  shares of  restricted  stock to  compensate  for the  remaining
forty-six  thousand  dollars  ($46,000)  that  the  Company  owes  to  Universal
creditors.  The Company  agrees to issue shares of  restricted  stock in lieu of
said debt and shall cause the  transfer  agent to issue one hundred  eighty-four
thousand (184,000) shares of restricted stock within two (2) business days after
Mr. Hankin's and Mr.  Nickel's  common stock as referenced  below is received by
the transfer agent, all at the expense of the Company.  The names and the amount
of shares per certificate shall be disclosed to the transfer agent by Hankin. If
the stock of In Touch  Media  (ITOU) does not have a bid price above fifty cents
($0.50)  per share for at least five (5)  trading  days  during  the  thirteenth
(13th) month following the date of issue of the abovementioned restricted shares
and a trading volume  averaging at least forty thousand  (40,000)  shares daily,
then  the  company  agrees  to  issue  Mr.  Hankin  an  additional  two  hundred
seventy-six thousand (276,000) restricted shares immediately.

Hankin agrees to give one million  (1,000,000)  shares of his free-trading stock
to the  escrow  agent to be  disbursed  to Hankin at the rate of forty  thousand
(40,000)  shares per month on the first day of each month  beginning on December
1, 2005 and lasting for a period of twelve (12) months. On the thirteenth (13th)
month the escrow agent shall give the  remaining  five hundred  twenty  thousand
(520,000)  shares to Hankin in one lump sum. The cost for the transfer  agent to
produce these share  certificates  in the proper  denominations  shall be at the
sole expense of the Company.

Nickel agrees to give one hundred thousand  (100,000) shares of his free-trading
stock to the escrow agent to be disbursed to Nickel at the rate of five thousand
(5,000) shares per month on the first day of each month beginning on December 1,
2005 and lasting for a period of twelve (12) months.  On the  thirteenth  (13th)
month the escrow agent shall give the remaining  forty thousand  (40,000) shares
to Nickel in one lump sum.  The cost for the  transfer  agent to  produce  these
share certificates in the proper  denominations  shall be at the sole expense of
the Company.

Initials:  Betterly /s/ Betterly  Johnson        Hankin /s/ Hankin  Nickel
                    ------------          -----         ----------         -----

<PAGE>

TO THE TRANSFER AGENT FOR IN TOUCH MEDIA GROUP:

Please be advised that the Board of Directors  for In Touch Media Group have met
and  irrevocably  resolved  that Kenneth N. Hankin  (Ardie R. Nickel and Richard
Johnson) shall be allowed to use outside counsel,  other than corporate counsel,
to issue an opinion  letter when he wants to have the legend removed from any of
his restricted shares of stock,  provided that the certificates are at least one
(1) year old at the time of the request.

IN TOUCH MEDIA GROUP, INC.

By: /s/ Laura A. Betterly
    ----------------------------
    Laura A. Betterly, President

Initials:  Betterly /s/ Betterly  Johnson        Hankin /s/ Hankin  Nickel
                    ------------          -----         ----------         -----

<PAGE>

Page 2

Because  Johnson,  Hankin and Nickel will have  restricted  shares of stock that
they will  receive as payment for services or debt,  the Company  agrees to mail
each person an original letter on corporate  letterhead that is addressed to the
transfer agent,  stating that any necessary opinion letters can be obtained from
counsel other than corporate counsel.  The wording and format of said individual
letters is attached.  Said letters  shall be sent by the Company  within two (2)
business days of the  abovementioned  shares of restricted stock being issued by
the Company's transfer agent.  Further,  it is agreed by the Company that in the
event the Company  finds it necessary  to do a reverse  split that the shares of
stock owned by Johnson, Hankin and Nickel shall be the same before and after the
split.  For example,  should the Company do a one for two reverse split,  and if
one of the above persons  owned a total of 1,000 shares  before the split,  that
person would then own 500 shares after the split. The Company agrees that within
twenty-four  (24) hours of the reverse  split that the  Company  shall cause the
transfer agent, at the Company's expense,  to issue 500 shares to that person so
that they  would have the same  amount of shares before and after the split. All
restricted  stock owned by Johnson,  Hankin and Nickel  shall have  "piggy-back"
rights to any registration filed by the Company, other than S-8 registrations.

The  Company  holds  the  former  Board of  Directors  of  Universal  Healthcare
Management  Systems  and its  Officers  harmless  against any claims made by any
shareholder(s).  Johnson, Hankin and Nickel hold the Company harmless for any of
its  actions  or  inactions  to comply  with the terms of the  Merger.  Once the
$56,000  is paid in full,  Johnson,  Hankin,  and Nickel  will hold the  company
harmless of any debts prior to the merger taking place.

Failure to make the  payments  on time or failure to issue the stock in a timely
fashion shall be considered a breach of this Agreement. In such case, the amount
of money due to the escrow  agent  shall  automatically  revert to the  original
amount in the Merger and any  shares of stock  issued as any form of  settlement
shall remain in the possession of the holder.  Further,  the restrictive clauses
above  regarding the  disbursement of shares of stock owned by Hankin and Nickel
shall become null and void.

This  two-page  Agreement  may be executed in one or more  counterparts,  all of
which shall be considered one and the same agreement and shall become  effective
when one or more  counterparts  have  been  signed  by each of the  parties  and
delivered to the other party, it being understood that all parties need not sign
the  same  counterpart. The  signatories   below  agree  to  accept   signatures
transmitted by facsimile as a true and legally binding original document.

IN TOUCH MEDIA GROUP, INC.                      INDIVIDUALLY

By: /s/ Laura A. Betterly                       By:
    ----------------------------                    ----------------------------
    Laura A. Betterly, President                    Kenneth N. Hankin

                                                By: /s/ Ardie R. Nickel
                                                    ----------------------------
                                                    Ardie R. Nickel

                                                By:
                                                    ----------------------------
                                                    Richard Johnson
<PAGE>

TO THE TRANSFER AGENT FOR IN TOUCH MEDIA GROUP:

Please be advised that the Board of Directors  for In Touch Media Group have met
and  irrevocably  resolved  that Kenneth N. Hankin  (Ardie R. Nickel and Richard
Johnson) shall be allowed to use outside counsel,  other than corporate counsel,
to issue an opinion  letter when he wants to have the legend removed from any of
his restricted shares of stock,  provided that the certificates are at least one
(1) year old at the time of the request.

IN TOUCH MEDIA GROUP, INC.

By: /s/ Laura A. Betterly
    ----------------------------
    Laura A. Betterly, President

Initials:  Betterly /s/ Betterly  Johnson        Hankin        Nickel /s/ Nickel
                    ------------          -----         -----         ----------