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EXHIBIT 10.3
 SOFTWARE LICENSE AND SERVICES AGREEMENT
    General Nature of the Agreement and Agreement of the Parties:




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ARTICLE 1: SCOPE OF LICENSE
 1.1   Grant of License
 1.2  Intellectual Property Ownership
 1.3   Restrictions
 1.4   Transfer
 1.5  Location and Access to Software
 ARTICLE 2: PERFORMANCE OF SERVICES
 2.1 Contract Management System Hosting
 2.2 Software Training
 2.3 Technical Support
 2




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2.4 Report Creation
 2.5 Software Enhancements
    2.6 Service Level Standards and Penalties
 ARTICLE 3: WARRANTIES
 3.1  Warranty of Title
 3.2  Warranty of Functionality
 3




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* Confidential Information Has Been Omitted and Filed Separately With the Commission.
 3.3  Warranty of Performance
 3.4  Warranty of Authority
 3.5  Warranty of Organization
 ARTICLE 4: FEE PAYMENT
 4.1 -Fee Structure
 a) Provision of Software and Hosting Infrastructure:
      4




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* Confidential Information Has Been Omitted and Filed Separately With the Commission.
 b) Provision of Manufacturer Rebate Contract Administration Services:
  I. Contract Management System Maintenance
  II. Quarterly estimates
  NMHC 2587 Estimation by mfr-ca.xls rebate-eligible claim counts  NMHC 2588 Claim counts by CA. xls paid claim counts
  III. Rebate Processing and Manufacturer Submission
  IV. Payment Reconciliation
  V. Reporting
    5




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4.2-Fee Payment Schedule
  ARTICLE 5: CONFIDENTIALITY
   ARTICLE 6: TERM AND TERMINATION
 6.1  Term of Agreement.
 6.2   Termination of Agreement.
 6.3  Obligations upon Termination.
 6.4  Change-in-Control of inPharmative
 6




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6.5  Change-in-Control of NMHC
 ARTICLE 7: SOURCE CODE ESCROW
  ARTICLE 8: MISCELLANEOUS
 8.1  Entire Agreement
 8.2  Compliance with Laws and Severability
 7




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8.3  HIPAA Compliance
 8.4  Indemnity
  8.5  Limited Liability
 8.6  Enjoinment
 8.7  Amendments and Captions
 8.8  Notices
 8




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8.9  Attorneys Fees
 8.10  Assignments
 8.11  Force Majeure
 8.12  Sales and Use Tax
 8.13   No Waiver of Rights
 9




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8.14   Record-keeping
 8.15  Governing Law
  /s/ Jason E. Knaust

inPharmative, Inc (signature)
    
    /s/ Stuart Diamond

(NMHC Systems, Inc (signature)Jason E. Knaust

inPharmative, Inc (printed name)
    
    Stuart Diamond

(NMHC Systems, Inc (printed name)President

(Title)
    
    CFO

(Title)8/7/2007

[Date]
    
    [Date]
 10




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Service Standard
    
    Definition of Standard
    
    How measured
    
    PenaltyInPharmative website 
Availability
    
    Availability of online
system 99.5% of the
time during normal
business hours (6:00am
 6:00pm CST),
excluding scheduled
downtime for
maintenance or system
upgrades.
    
    Measurement is on a
monthly basis.
Any experienced
downtime will be
immediately
reported by Client
via email and/or
telephone.
    
    Warning: None
Failure to meet
standard = PenaltyUpload of Claims
Data to
InPharmative
databases.
    
    From the time a
clients utilization
file, is received by
inPharmative that file
shall be loaded and
processed by
inPharmative within 24
hours of receipt
excluding weekends.
    
    Any experienced
latency will be
immediately
reported by
Clients via email
and/or telephone.
    
    Warning: None
Failure to meet
standard = PenaltyProcessing time of
on-line
inPharmative
reports
    
    From the time a link,
button or other web
navigation mechanism
is activated the
processing time for
any given report shall
not exceed 24 hours,
99% of the time.
    
    Any experienced
latency will be
immediately
reported by Client
via email and/or
telephone.
    
    Warning: None
Failure to meet
standard = PenaltyNotification of
InPharmative
outages or
performance
problems.
    
    If InPharmative or
portions of
inPharmative are
unavailable or
malfunctioning or if
performance based
Service Standards are
not being met,
customer shall be
notified within 60
minutes from the start
of the problem.
inPharmative shall
notify customer
through phone calls
and emails -
distribution list
provided by Client.
    
    Any experienced
notification gaps
will be immediately
reported by Client
via email and/or
telephone.
    
    Warning: None
Failure to meet
standard = Penalty
 11




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Service Standard
    
    Definition of Standard
    
    How measured
    
    PenaltyService Requests
    
    inPharmative will
respond to all urgent
requests within 4
hours and resolve
within 1 business day
inPharmative will
respond to all
non-urgent requests
within 1 business day
and will resolve
within 4 business day.
Examples of urgent
requests include but
are not limited to
major functional
errors that prevent
processing, any errors
that result in
incorrect
calculations.
Non-urgent request
include but are not
limited to questions
on contract set-up and
Software
functionality.
    
    Tracked via a
Service Request
Log. Monthly
report listing open
trouble tickets,
final outcome, and
turnaround time.
    
    Warning: None
Failure to meet
standard = PenaltyAccuracy of Data
Processing
    
    All material Software
calculations/reports
/etc will be
accurate.
    
    Calculation errors
will be tracked by
Client and reported
back to
inPharmative on a
quarterly basis.
    
    Warning: None
Failure to meet
standard = Penalty
 Service Level Agreement Penalties Defined
    12