Exhibit
      10.3

    


    CHARTER
      FOR THE CORPORATE GOVERNANCE

    AND
      NOMINATING COMMITTEE

    OF
      THE BOARD OF DIRECTORS

    OF

    PATIENTS
      & PHYSICIANS, INC.

    


    Adopted
      July 31, 2006

    


    
      	
              1.

            	
              PURPOSE

            


    

     

    The
      purpose of the Corporate Governance and Nominating Committee (the “Committee”)
      of the Board of Directors (the “Board”) of Patients & Physicians, Inc. and
      its subsidiaries (the “Company”) shall be to:

    


    
      	 	
              -

            	
              Review
                and make recommendations to the Board regarding matters concerning
                corporate governance;

            


    

     

    
      	 	
              -

            	
              Review
                the composition and evaluate the performance of the Board, recommend
                persons for election to the Board and evaluate director
                compensation;

            


    

     

    
      	 	
              -

            	
              Review
                the composition of committees of the Board and recommend persons
                to be
                members of such committees, and review and maintain compliance of
                committee membership with applicable regulatory requirements;
                and

            


    

     

    
      	 	
              -

            	
              Review
                conflicts of interest of members of the Board and corporate officers.
                

            


    

     

    In
      addition, the Committee will undertake those specific duties and
      responsibilities listed below and such other duties as the Board may from time
      to time prescribe.

    


    
      	
              2.

            	
              MEMBERSHIP
                AND ORGANIZATION

            


    

     

    Composition.
      The
      Committee shall consist of no fewer than three members of the Board. All members
      of the Committee shall be appointed by a majority of the Board and shall be
      independent of the Company and its affiliates, shall have no relationship to
      the
      Company or its affiliates that may interfere with the exercise of their
      independence, and shall otherwise be deemed to be “independent directors” as
      defined in Rule 4200 of the Nasdaq Stock Market, Inc. Marketplace Rules (the
      “Nasdaq Rules”). The Board may designate one member of the Committee as its
      Chairperson. The Committee may form and delegate authority to subcommittees,
      consisting of no less than two members of the Committee, when appropriate.
      No
      member of the Committee shall be removed except by a majority vote of the
      directors then in office.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Meetings.
      The
      Committee will meet at least once per quarter. The Committee may establish
      its
      own meeting schedule, which it will provide to the Board. Special meetings
      may
      be convened as required. The Committee, or its Chair, shall report to the Board
      on the results of these meetings. The Committee may invite to its meetings
      other
      Directors, Company management and such other persons, as the Committee deems
      appropriate in order to carry out its responsibilities. A majority of the
      members of the Committee present in person or by means of a conference telephone
      or other communications equipment by means of which all persons participating
      in
      the meeting can hear each other shall constitute a quorum. 

    


    The
      Committee will maintain written minutes of its meetings, which minutes will
      be
      filed with the minutes of the meetings of the Board.

    


    
      	
              3.

            	
              RESPONSIBILITIES
                AND DUTIES

            


    

     

    The
      responsibilities and duties of the Committee shall include:

    


    Corporate
      Governance Generally

    


    
      	 	
              -

            	
              Develop
                principles of corporate governance and recommend them to the Board
                for its
                consideration and approval;

            


    

     

    
      	 	
              -

            	
              Review
                annually the principles of corporate governance approved by the Board
                to
                ensure that they remain relevant and are being complied with;
                and

            


    

     

    
      	 	
              -

            	
              Oversee
                compliance by the Board and its committees with applicable laws and
                regulations, including the Nasdaq Rules and regulations promulgated
                by the
                Securities and Exchange Commission.

            


    

     

    Composition
      of the Board of Directors, Evaluation and Nominating
      Activities

    


    
      	 	
              -

            	
              Review
                the composition and size of the
                Board;

            


    

     

    
      	 	
              -

            	
              Determine
                the criteria for membership on the Board, with the objective of having
                a
                Board with relevant business and personal experience. The selection
                of
                qualified directors is crucial to the success of the Company. Included
                in
                the criteria which the Committee shall consider in evaluating members
                of
                its Board are: (1) a general understanding of marketing, finance
                and
                corporate practices relevant to an international public company;
                (2)
                issues of character, judgment, independence, diversity, age, length
                of
                service, and other commitments outside the Company; (3) an understanding
                of the Company’s business and technology; (4) educational and professional
                background; and (5) a demonstrated concern for the long-term interests
                of
                the stockholders. The Committee shall evaluate each individual in
                the
                context of the Board as a whole, with the objective of recommending
                a
                group that can best manage the Company’s business and represent
                stockholder interests.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              -

            	
              Conduct
                an annual evaluation of the Board as a
                whole;

            


    

     

    
      	 	
              -

            	
              Identify,
                consider and recommend candidates to fill new positions or vacancies
                on
                the Board, and review any candidates recommended by stockholders
                in
                accordance with the bylaws; in performing these duties, the Committee
                shall have the authority to retain any search firm to be used to
                identify
                candidates for the Board and shall have sole authority to approve
                the
                search firm’s fees and other retention
                terms;

            


    

     

    
      	 	
              -

            	
              Evaluate
                the performance of individual members of the Board eligible for
                re-election, and recommend the Director nominees for election to
                the Board
                by the stockholders at the annual meeting of
                stockholders;

            


    

     

    
      	 	
              -

            	
              Evaluate
                director compensation, consulting with outside consultants when
                appropriate, and make recommendations to the Board regarding director
                compensation; and

            


    

     

    Committees
      of the Board of Directors

    


    
      	 	
              -

            	
              Periodically
                review the composition of each committee of the Board and make
                recommendations to the Board for the creation of additional committees
                or
                the change in mandate or dissolution of committees; and
                

            


    

     

    
      	 	
              -

            	
              Recommend
                to the Board persons to be members of the various
                committees.

            


    

     

    Conflicts
      of Interest

    


    
      	 	
              -

            	
              Review
                and monitor compliance with the Company’s Code of Business Conduct and
                Ethics;

            


    

     

    
      	 	
              -

            	
              Consider
                questions of possible conflicts of interest of members of the Board
                and of
                corporate officers; and

            


    

     

    
      	 	
              -

            	
              Review
                actual and potential conflicts of interest of members of the Board
                and
                corporate officers, and clear any involvement of such persons in
                matters
                that may involve a conflict of
                interest.

            


    

     

    
      	
              4.

            	
              EVALUATION
                OF THE COMMITTEE

            


    

     

    The
      Committee shall on an annual basis, evaluate its performance under this Charter.
      The Committee shall address all matters that the Committee considers relevant
      to
      its performance. The Committee shall deliver a report setting forth the results
      of its evaluation, including any recommended amendments to this Charter and
      any
      recommended changes to the Company’s or the Board’s policies or
      procedures.

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    


     

    
      	
              5.

            	
              INVESTIGATIONS
                AND STUDIES; OUTSIDE
                ADVISORS

            


    

     

    The
      Committee may conduct or authorize investigations into or studies of matters
      within the Committee’s scope of responsibilities, and may retain, at the
      Company’s expense, such independent counsel or other advisors as it deems
      necessary. The Committee shall have the sole authority to retain or terminate
      any search firm to be used to identify director candidates, including sole
      authority to approve the search firm’s fees and other retention terms, such fees
      to be borne by the Company.

     

     

     

     

     

     

    
      
         

      

      
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