Unassociated Document


    
      
        

        

      

      EXHIBIT
10.9

      


      


      


      


      


      


       

      


      


      


      


      


      


      MARKETING
JOINT VENTURE AGREEMENT

      DATED
JANUARY 10, 2008 BETWEEN

      PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.

      AND
SORRY WORKS, INC.

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
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          MAY•07-2007
09:28 From:WOJCIESZAK                                                                                                                                                                                                                                    
To:3                                         
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      MARKETING
JOINT VENTURE AGREEMENT

       

      This is a
Marketing joint Venture Agreement (the "Agreement" also the "Joint Venture")
between Sorry Works Consulting, LLC ("Sorry Works") and Physicians Healthcare
Management Group, Inc. and its affiliate, Physhield insurance Exchange, a Risk
Retention Group (collectively "Physhield" or "Phyhealth”, to develop and execute
marketing and promotion programs in Joint Venture with one another for their
mutual benefit.

       

      Sorry
Works Consulting, LLC, is an Illinois corporation that is dedicated in training
and consulting healthcare, insurance, and legal professionals on disclosure and
apology after adverse medical events.

       

      Physicians
Healthcare Management Group, Inc. (OTC: PHYH.PK) is a Nevada corporation that
develops and operates community health plans in partnership with physicians.
Phyhealth’s business model fully integrates the delivery and financing of
healthcare, including insuring its health plan physicians through its exclusive
medical malpractice insurer, Physhield Insurance Exchange, a Risk Retention
Group. Physhield is a professional liability reciprocal licensed as an
Association Captive by the state of Nevada and is currently registered in
Florida, Texas and California. Physhield is structured to operate
nationwide.

       

      Sorry
Works and Physhield understand and agree to the following:

       

      I. Sorry
Works and Physhield will promote the Joint Venture through various means,
including:

       

      
        	·	Maintaining links to
      each other's websites
	·	Co-authoring Lind
      publishing newsletters, articles and white papers
	·	CO-Sponsoring
      and conducting seminars., speaking engagements and CME qualified
      educational events
	·	Co-Sponsoring
      and producing audio conferences, webinars and other electronic training
      media
	·	Co-Exhibiting
      at conferences and conventions
	·	Jointly
      advertising each other's products and services as well as products and
      services developed by the joint
Venture.


      

       

      
      

      
      

      
      

      The costs
for these and other promotions will he budgeted in advance and the parties will
share the responsibility for the costs as agreed upon for each
promotion.

       

      
      

       

      
        	2.	Physhield will issue
      a press release announcing the Agreement and will issue periodic press
      releases announcing events, seminars and other activities that result from
      the Agreement. Sorry Works may also issue press releases concerning the
      Agreement as it deems appropriate. Press releases issued by either of the
      parties which relate to the joint venture require the approval of both
      parties prior to public release. The party issuing the release will hear
      the costs of the release.


      

       

       

      
        
          
          

        

        
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            MAY•07-2007 09:28
From:WOJCIESZAK                                                                                                                                                                                                                                    
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        	3.	Physhield
      will endorse and recommend the Sorry Works program to its physician
      prospects and insureds and will incorporate Sorry Works training and
      education into its loss prevention programs. Sorry Works will make its
      products and services available to Physhield insureds at discounted prices
      to be determined.
	4.	Sorry
      Works will make its physician database available to Physhield for
      soliciting physicians to join Physhield’s program. All direct mail, fax,
      email or other campaigns will include information on Sorry Works.
      Physhield will be responsible for the cost of the campaigns unless
      otherwise agreed upon.
	5.	The
      Joint Venture will explore and develop the means and methods to create a
      database and/or compile existing data in order to correlate and measure
      the effectiveness of Sorry Works programs with reducing the incidence and
      cost of medical malpractice claims.
	6.	With
      the exception of number 7 below, the Joint Venture does not create any
      exclusive rights. Sorry Works and Physhield may enter into similar
      agreements with other companies or organizations. Prior to finalizing and
      announcing any similar or competing agreements, each party agrees to
      provide notice to the other at the earliest possible
      opportunity.
	7.	Phyhealth,
      Physhield’s affiliate, will have the first right of refusal to match any
      merger or acquisition offer made by any other company or organization to
      acquire Sorry Works.
	8.	This
      Agreement can be amended in writing, signed by both parties, from time to
      time to reflect changing circumstances and events and will continue until
      terminated by either or both parties. Termination of the Agreement by one
      party requires 30 days notice to the
other.


      

       

      
      

      This
Marketing Joint Venture Agreement is entered into by Sorry Works and
Physhield in the spirit of cooperation. Any disputes are to be resolved by
negotiation using the most expeditious means available.

       

      
        	 	/s/ Robert L
      Trinka	 	 
	 	Robert L.
      Trinka 	 	Date:  January
      10, 2008
	 	President &
      CEO	 	 
	 	Physhield Insurance
      Exchange and	 	 
	 	Physicians
      Healthcare Management Group, Inc.	 	 


         

         

        
          	 	/s/ Douglas B
      Wojcieszak 	 	 
	 	Douglas B.
      Wojcieszak  	 	Date:  January
      10, 2008
	 	Managing
      Partner	 	 
	 	Sorry Works
      Consulting, LLC	 	 
	 	 	 	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
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