x


    Exhibit
      10.3

    
 

     


     

    LIFE-EXCHANGE,
      INC.

    BROKER
      USER AGREEMENT

     

    This
      Broker User Agreement (the “Agreement”)
      is
      entered into between Life Exchange, Inc., a Nevada corporation (“Life-Exchange”),and
      __________________  (“Broker”).

     

    Broker
      desires to become a Registered Broker (as defined below) in order to participate
      in E-Settlement
      Events (as defined below) via the Life-Exchange web site located at www.life-exchange.comand
      all
      associated pages (the “Site”).

     

    In
      consideration of Broker’s inclusion as a Registered Broker with Life-Exchange,
      Broker hereby agrees with,
      and
      covenants in favor of Life-Exchange as follows:

     

    
      	 	
              1.

            	
              Broker’s
                Compliance with Site Agreements. Broker
                desires to participate in E-Settlement Events
                (defined below) and agrees that its participation in any such E-Settlement
                Events is contingent upon its acceptance and continued compliance
                with the
                Terms and Conditions of Use, Privacy Policy and other guidelines
                posted on
                the Site at the commencement of an E-Settlement Event (collectively,
                the
                “Site
                Agreements”),and
                the terms and conditions of this Agreement.
                By participating in an E-Settlement Event, Broker acknowledges that
                it has
                read and
                agrees to each of the Site Agreements, as they may be amended from
                time to
                time. Broker
                acknowledges and agrees that Life-Exchange may, in its sole and absolute
                discretion, alter,
                amend, change, modify, remove or supplement any of the Site Agreements
                in
                the manner
                described in the applicable Site
                Agreement.

            


    

     

    
      	 	
              2.

            	
              Authorized
                Users of Broker. In
                accordance with this Agreement, Broker will be issued a user identification
                number and an access number for accessing the Site (the “Broker’s
                Life-Exchange
                Access Code”). Broker
                may authorize only its employees to access the Services and Broker’s
                Life-Exchange Account on behalf of Broker (“Authorized
                Users”). Broker
                shall cause all
                Authorized Users to comply with the provisions of this Agreement
                and the
                Site Agreements and
                shall not permit any of its employees, who become Authorized Users
                to,
                disclose the Broker’s
                Life-Exchange Access Code to any person or entity, other than the
                Authorized Users, or
                permit any person or entity, other than the Authorized Users, to
                use the
                Broker’s Life-Exchange
                Access Code, the Site or the Services. A complete list of all initial
                Authorized Users who
                are authorized to act under Broker’s Life-Exchange Account is included on
                Schedule
                Aattached
                hereto and incorporated herein by this reference. Broker can add
                or remove
                Authorized Users by sending a written request to Life-Exchange and
                Life-Exchange shall respond
                to Broker’s request within five (5) business days of receiving such
                notice. Broker shall
                immediately provide written notification to Life-Exchange upon the
                termination or suspension by Broker of its employment of an Authorized
                User. Upon its receipt of such written
                notice, Life-Exchange shall promptly terminate such Authorized User’s
                access to the Site.
                Broker agrees with Life-Exchange that Broker shall be solely responsible
                for all activity conducted using the Broker’s Life-Exchange Access Codes
                and shall notify Life-Exchange immediately
                if any Authorized User’s access must be terminated or any of Broker’s
                Life-Exchange
                Access Codes is lost or stolen or has been, or reasonably could be
                expected to be, accessed or used by an unauthorized user and that
                Life-Exchange has no liability whatsoever to Broker or any other
                person or
                entity for any unauthorized use of a Broker Life-Exchange Access
                Code.

            


    

     

    
      
        
        

      

      
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            	3.	
              E-Settlement
                Events. The
                Site provides an on-line marketplace operated by Life-Exchange
                that
                provides a venue for Registered Brokers (defined below) to (a) post
                electronically at the Site,
                on behalf of their respective customers, who own and seek to sell
                in-force
                non-variable life
                insurance policies (“Policyholder
                Seller”) in
                Life Settlement Transactions (as defined below),
                life insurance policies for sale to licensed viatical or life settlement
                providers registered
                with Life-Exchange and authorized to engage in E-Settlement Events
                (“Registered
                Providers”)
                and
                (b) receive electronically through the Site from Registered Providers
                indications
                of interest to purchase such life insurance policies in transactions
                to be
                completed
                off-line outside of the Site. ((a) and (b) collectively, an “E-Settlement
                Event”). “Registered
                Broker” means
                a licensed viatical or life settlement broker as required under
                applicable
                law, who has satisfied all of the conditions of Life-Exchange’s
                registration process for
                a viatical or life settlement broker as determined by Life-Exchange
                in its
                sole and absolute discretion,
                including acceptance of the Site Agreements and this Agreement, and
                been
                provided
                access to the Site by Life-Exchange, and who remain at all times
                in
                compliance with the
                Site Agreements and this Agreement and “Life
                Settlement Transaction” means
                the sale of an in-force non-variable life insurance policy, which
                insures
                the life of an individual who does not have, on the date of such
                sale, a
                catastrophic, chronic, life-threatening or terminal illness or
                a life expectancy of twenty-four (24) months or less (“Insured”),
                for
                an amount less than the
                death benefit payable under such life insurance policy (“Policy”).
                A
                full description of the services
                to be made available to Broker, including, without limitation, those
                related to E-Settlement
                Events is set forth on the Site and may be changed from time to time
                at
                the sole and
                absolute discretion of Life-Exchange (“Services”).

            


    

     

    
      	 	
              4.

            	
              Broker
                Content. Broker
                grants Life-Exchange and the life expectancy companies with authorized
                access to the Site (the “LE
                Companies”) the
                right to use the content submitted by Broker
                to Life-Exchange (the “Broker
                Content") for
                all purposes associated with the Site and as
                disclosed in the Life-Exchange Privacy Policy. Life-Exchange and
                the LE
                Companies are entitled to copy and store all information transmitted
                through the Site by or to Broker and to use
                that information in order to provide the Services and other services
                and
                functions of the Site,
                provided that such information will be treated as Confidential Information
                by Life-Exchange
                pursuant to Section 5 below and by each LE Company pursuant to its
                agreement with
                Life-Exchange. Life-Exchange may record and observe transactions
                and
                activity on the Site
                to assist Life-Exchange in providing and maintaining the Site, however,
                Life-Exchange does
                not undertake any obligation to record or observe any or all transactions
                or activities. Life-Exchange
                may use and disclose any such information in an aggregated form that
                will
                not disclose
                the bidding or purchase offering of Registered Providers or violate
                applicable laws.

            


    

     

    
      	 	
              5.

            	
              Confidentiality
                and Privacy Obligations.

            


    

     

    
      	 	
              (a)

            	
              Broker
                and Life-Exchange may receive the information of the other party
                that such
                party maintains
                as confidential (“Confidential
                Information”). Each
                party shall protect the Confidential
                Information of the other party to the same degree it protects its
                own,
                provided however,
                each party will use at least reasonable means to protect such Confidential
                Information.
                Each party shall use the Confidential Information of such party only
                as
                permitted herein.
                This obligation shall not extend to any information that (a) is known
                by a
                party prior to receiving
                it from the other party; (b) is in the public domain or becomes generally
                known to the
                public by some action other than breach of this Section 5; (c) is
                received
                from a third party without
                obligation of confidentiality; or (d) is independently developed
                by the
                receiving party. Each
                party’s obligations under this Section 5 shall extend for a period of two
                (2) years from termination, expiration or cancellation of Broker’s use of
                the Services, except to the extent applicable
                trade secret law requires the obligation to continue. Confidential
                Information shall include,
                without limitation, the prices associated with E-Settlement Events.
                This
                confidentiality obligation
                shall supersede all prior confidentiality or nondisclosure agreements
                that
                might affect the Confidential Information disclosed pursuant to this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Broker
                acknowledges and agrees that in the course of using the Site, Broker
                may
                receive from Covered Entities and Business Associates (as such terms
                are
                defined by the Health Insurance Portability and Accountability Act
                of 1996
                and regulations promulgated thereunder (“HIPAA”)), information regarding
                Policyholder Sellers and/or Insureds that constitutes “protected health
                information”
                (“PHI”) under HIPAA, provided to Broker, Registered Providers or
                Registered LE Companies
                pursuant to written authorizations executed by the Insureds. Broker
                agrees
                with, and
                covenants to, Life-Exchange that all such authorizations that relate
                to
                PHI Broker shares on
                the Site or otherwise with Life-Exchange, Registered LE Companies,
                Registered Providers and
                Registered Brokers shall contemplate and not prohibit such disclosures
                and
                the reasonably
                anticipated uses of such PHI by Registered Brokers, Registered Providers
                and Registered LE Companies in connection with the
                Site.

            


    

    


    
      
        
        

      

      
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            	(c)	
              Broker
                further acknowledges and agrees that in the course of its use of
                the Site,
                Broker shall receive
                from Registered Brokers, Registered Providers and Registered LE Companies
                sensitive
                nonpublic personally identifiable information regarding Policyholder
                Sellers and Insureds
                that constitutes “Non-Public Personal Information” as such term is defined
                in the Gramm-Leach-Bliley
                Act of 1999 and state insurance laws or regulations enacted pursuant
                to
                GLBA,
                as each may be amended from time to time (“GLBA”), including, without
                limitation, Policyholder
                Sellers’ and/or Insureds’ data and financial information (“NPI”), and
                Broker shall use
                such NPI solely in connection with its use of the Site and consummation
                of
                Life Settlement
                Transactions. Broker may have executed a written agreement with such,
                Registered
                LE Companies, Registered Brokers or Registered Providers who provide
                NPI
                to Broker
                that requires Broker to maintain the confidentiality, privacy and
                security
                of such NPI in accordance
                with GLBA, or the disclosure of such information to Broker may be
                by
                written authorization
                or consent of the Policyholder Seller or Insured. Broker agrees with,
                and
                covenants to, Life-Exchange that (1) Broker will abide by any such
                third-party agreements during
                the entire term of this Agreement (including any extension or renewal
                hereof) with regards
                to any use, maintenance or disclosure of any NPI associated with
                a Policy,
                and (2) all such
                authorizations or consents that relate to NPI Broker shares in its
                use of
                the Site or otherwise
                with Life Exchange, Registered LE Companies, Registered Brokers and
                Registered Providers shall not prohibit such disclosures and the
                reasonably anticipated uses of such NPI by Registered LE Companies,
                Registered Brokers and Registered
                Providers.

            


    

     

    
      	
            	6.	
              The
                Site is an Online Venue for Indications of Interests to Buy and Sell.
                The
                Site is only a venue
                and communications medium to facilitate Registered Providers and
                Registered Brokers to
                exchange information relating to proposed Life Settlement Transactions.
                Broker acknowledges
                that (a) this Agreement is not a viatical or life settlement contract;
                (b)
                Life-Exchange is not a party to, nor deemed to be a party to, any
                Life
                Settlement Transaction (including,
                without limitation, the underlying purchase and sale agreement for
                a Life
                Settlement Transaction) arranged or consummated between Registered
                Brokers
                and Registered
                Providers or otherwise; (c) Life-Exchange is not a viatical or life
                settlement broker or
                an agent, subagent or representative of any Registered Broker or
                any
                Policyholder Seller; (d)
                Life-Exchange is not a viatical or life settlement provider or an
                agent,
                subagent or representative of any Registered Provider; and (e)
                Life-Exchange is not involved in any of the underlying Life Settlement
                Transactions that are arranged using the Site for E-Settlement
                Events
                between Registered Brokers and Registered Providers and a Life Settlement
                Transaction
                (including, without limitation, the underlying purchase and sale
                agreement
                for any Life
                Settlement Transaction) will be effected and consummated, if at all,
                by
                the applicable Policyholder
                Seller and Registered Provider outside the Site in accordance with
                all
                applicable laws
                and regulations. As a result, Life-Exchange has no control over,
                and
                disclaims and makes
                no representations or warranties, regarding the benefits, income
                tax or
                other tax consequences,
                quality, safety or legality of any proposed Life Settlement Transaction
                listed on the
                Site or the subject of an E-Settlement Event, the truth or accuracy
                of the
                listings, the ability
                of the offeror of any Policy to sell the applicable Policies or the
                creditworthiness or ability
                of any Registered Providers to pay the amount owed for the purchase
                of a
                Policy in a Life
                Settlement Transaction. Life-Exchange does not make any representations
                or
                warranties regarding
                whether any proposed Life Settlement Transaction facilitated through
                the
                Site will be
                effected or completed, and Life-Exchange does not transfer or effectuate
                the transfer of legal
                ownership of any Policies listed on the Site or the beneficiary’s right to
                receive payment of
                the death benefit thereunder, if any, from a policy owner to a Registered
                Provider. Life-Exchange
                makes no representations or warranties, and assumes no responsibility
                or
                obligation
                to verify, the truth or accuracy of any of the information supplied
                to
                Life-Exchange by
                users of the Site and made available on the Site or the viability
                or
                legality of any of the transactions
                arranged between users of the
                Site.

            


    

     

    
      
        
        

      

      
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              7.

            	
              Compliance
                with Laws; Prevention of Fraud and Misrepresentation. Broker
                shall at all times (a)
                comply with all applicable laws and regulations applicable to its
                solicitation to purchase, offer
                to sell, arrangement of a purchase or sale, and brokerage of the
                purchase
                and sale of Policies
                in Life Settlement Transactions; (b) obtain and maintain in good
                standing
                all licenses and
                permits that Broker may be required to hold under applicable laws
                and
                regulations; and (c) provide to Life-Exchange, within three (3) days
                after
                a request from Life-Exchange, copies of
                any and all such licenses and permits and provide immediate written
                notice
                to Life-Exchange
                of any actions any federal or state regulatory authority takes, or
                in
                writing threatens to
                take, against Broker or any of the Authorized Users. Broker agrees
                that it
                has an affirmative
                duty and obligation to Life-Exchange to prevent any fraud or
                misrepresentation by any
                Registered Broker or Policyholder Seller through Broker’s use of the Site
                and the Services, and
                Broker shall not take any action or fail to take any action, directly
                or
                indirectly, that could mislead
                or defraud any insurance company, any Policyholder Seller or any
                Registered Provider in
                connection with any Life Settlement Transaction resulting from Broker’s
                use of the Site or the
                Services and shall use its best good faith efforts to prevent any
                such
                fraud or misrepresentation by others. If at any time Broker becomes
                aware
                of any false, inaccurate, incomplete
                or misleading information obtained by Broker from the Site, provided
                by
                Broker to the
                Site or Life-Exchange or obtained through Broker’s use of the Services
                pertaining to any Policy, Broker shall immediately provide written
                notice
                thereof to Life-Exchange.

            


    

     

    
      	 	
              8.

            	
              Reservation
                of Rights.Life-Exchange
                and its licensors retain all the intellectual property and proprietary
                rights in and to all aspects of the Site, including, without limitation,
                any related patent rights, copyrights, trade secrets, trade names,
                service
                marks, associated goodwill, moral
                rights, and any other similar rights or intangible assets recognized
                under
                any laws or international
                conventions.

            


    

     

    
      	 	
              9.

            	
              Term
                of Agreement.This
                Agreement shall commence on the date accepted by Life-Exchange
                as
                indicated below until terminated as provided herein. Either Broker
                or
                Life-Exchange may terminate
                this Agreement at any time upon thirty (30) days advance written
                notice of
                termination
                provided to the other party; provided that Life-Exchange may terminate
                this Agreement
                immediately upon written notice if Broker breaches any provision
                of this
                Agreement or any applicable law or regulation. Termination of this
                Agreement shall automatically
                terminate Broker's right to access and use the Site, its registration
                with
                Life-Exchange, its Life-Exchange Account (as well as the accounts
                of all
                Authorized Users), and all
                Services.

            


    

     

    
      	 	
              10.

            	
              Non-Circumvent.During
                the Exclusivity Period (as defined below), Broker agrees that Broker
                shall
                not, directly or indirectly, offer to sell the Policy to, solicit
                any
                offers to purchase the Policy
                from, or act as a life settlement broker for any life settlement
                transaction involving the Policy
                with, (a) any of the parties listed on the Site as Registered Providers,
                except pursuant to a
                transaction with a Registered Provider resulting from Broker’s submission
                of the Policy to the
                Site for an E-Settlement Event for which such Registered Provider
                submits
                as part of the E-Settlement
                Event the highest price for an indication of interest to purchase
                the
                Policy, (b) any
                of the affiliates of any of the parties listed on the Site as Registered
                Providers, or (c) any other
                person or entity. “Exclusivity
                Period” means
                the period commencing on the first date on which
                Broker submits the Policy to the Site for an E-Settlement Event and
                ending
                on the one (1)
                year period following the date on which the Policy is removed or
                withdrawn
                from the Site.

            


    

     

    Broker
      shall only submit to the Site Policies with respect to which Broker has the
      exclusive right
      to
      offer for sale on behalf of the applicable Policyholder Seller. Broker shall
      include the exclusivity
      provision contained in Schedule
      Battached
      hereto, in each agreement it enters into
      with
      its Policyholder Seller customers, or in the alternative, in a separate letter
      agreement between
      Broker and each of its Policyholder Seller customers, regarding any Policy
      submitted by Broker to the Site.

    


    
      
        
        

      

      
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              11.

            	
              Broker
                Compensation.Broker
                shall be compensated with respect to any completed Life Settlement
                Transaction involving a Policy that Broker has submitted to the Site
                in an
                amount determined
                in its agreement with its Policyholder Seller customer. Broker shall
                disclose to the applicable
                Policyholder Seller in accordance with all applicable laws and regulations
                and fiduciary
                duties owed by Broker to such Policyholder Seller all compensated
                paid or
                payable to Broker
                with respect to any completed Life Settlement Transaction involving
                a
                Policy that Broker
                has submitted to the Site. Any compensation due to Broker for a completed
                Life Settlement Transaction involving a Policy that Broker has submitted
                to the Site shall be paid directly
                from the Provider. Broker does hereby release, discharge, and hold
                harmless Life-Exchange
                and its affiliates and its shareholders, directors, officers, employees,
                and agents, from
                the payment of any commissions, fees or other compensation due to
                Broker
                as a result of any completed Life Settlement Transaction involving
                a
                Policy that Broker has submitted to the
                Site.

            


    

     

    
      	 	
              12.

            	
              Life
                Expectancy Reports.Broker
                shall be solely responsible for all costs associated with life
                expectancy
                reports ordered by Broker or its Authorized Users from LE Companies
                through the Site
                (the “LE
                Reports”). Broker
                acknowledges and agrees that Life-Exchange shall not be responsible
                for (a) any of costs associated with such LE Reports; or (b) the
                timeliness of delivery
                of LE Reports by Registered Providers or LE Companies to Broker or
                Registered Providers.

            


    

     

    
      	 	
              13.

            	
              Release
                and Waiver.Broker
                shall accept all the risks of using the Site and Life-Exchange
                shall
                not be responsible for any of the acts or omissions of any users
                on the
                Site. Broker acknowledges that because the Site is merely an online
                venue
                for others to conduct the negotiation
                of Life Settlement Transactions, in the event Broker has a dispute
                with
                one or more
                users of the Site, Broker hereby releases Life-Exchange and its affiliates
                (and each of their
                shareholders, directors, officers, agents, and employees) from any
                and all
                claims, demands
                and damages (actual and consequential) of every kind and nature,
                known and
                unknown,
                suspected and unsuspected, disclosed and undisclosed, arising out
                of or in
                any way
                connected with such disputes. Broker waives any applicable laws (to
                the
                extent permitted
                by law) limiting the effect of the above release to claims known
                or
                suspected to exist
                at the time of making the release. Moreover, if Broker is a resident
                of
                California, Broker waives
                California Civil Code §1542 (and any laws of similar content which may be
                in effect in other
                jurisdictions), which provides:

            


    

     

    “A
      general release does not extend to claims which the creditor does not know
      or
suspect
      to exist in his favor at the time of executing the release, which if known
      by
      him
      must have materially affected his settlement with the debtor.”

     

    
      	 	
              14.

            	
              Breach
                by Broker.Without
                limiting any other remedies available to Life-Exchange, Life-Exchange
                may limit Broker’s use of the Site, issue a warning, temporarily suspend,
                indefinitely suspend or terminate Broker’s status as a Registered Broker
                and Broker’s use of the Services and
                the Site and refuse to provide access to E-Settlement Events to Broker
                if:
                (a) Broker breaches
                any provision of this Agreement; (b) Life-Exchange is unable to verify
                or
                authenticate any
                information provided by Broker to Life-Exchange or Registered Providers;
                or (c) Life-Exchange
                believes that Broker’s actions may affect use of or access to the Site by
                others, cause any damage, liability, injury, loss or harm in any
                way to
                users of the Site or Life-Exchange.
                Broker shall at all times cooperate and comply with all requests
                made by
                Life-Exchange
                for the purpose of verifying Broker’s compliance with the terms and
                conditions of this Agreement and Life-Exchange may inspect and audit
                Broker’s books and records from time to time for such purpose. Broker
                understands that its failure to cooperate and comply in all
                respects with such requests may result in the immediate suspension
                or
                termination by Life-Exchange
                of Broker’s access and use of the Site and its registration with
                Life-Exchange.

            


    

    


    
      
        
        

      

      
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              15.

            	
              No
                Warranties.LIFE-EXCHANGE
                (A) PROVIDES THE SITE AND THE SERVICES AND ALL INFORMATION
                PROVIDED ON THE SITE, INCLUDING THE LE REPORTS, “AS IS” AND WITHOUT
                ANY
                WARRANTY OR CONDITION OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
                ANY
                EXPRESS,
                IMPLIED OR STATUTORY WARRANTY; AND (B) SPECIFICALLY DISCLAIMS ANY
                IMPLIED
                WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
                AND
                NON-INFRINGEMENT. LIFE-EXCHANGE MAKES NO WARRANTIES ABOUT (I) THE
                ACCURACY,
                RELIABILITY, ACCESSIBILITY, COMPLETENESS, OR TIMELINESS OF ANY
                INFORMATION
                SUPPLIED BY ANY REGISTERED PROVIDER OR REGISTERED BROKER, USER
                OR
                OTHER THIRD PARTY; (II) WHETHER BROKER SHOULD ENTER INTO TRANSACTIONS
                WITH
                ANY
                REGISTERED PROVIDER AND THE ENFORCEABILITY OF ANY TRANSACTIONS OR
                OBLIGATIONS; (III) THE ACCURACY OF POSTINGS MADE ON THE SITE BY ANY
                REGISTERED PROVIDER, REGISTERED BROKER, LE COMPANY, USER OR ANY THIRD
                PARTY; OR (IV) THE RESULTS
                THAT MAY BE OBTAINED BY USING THE SITE OR SERVICES. Some states do
                not
                allow
                the disclaimer of implied warranties, so the foregoing disclaimer
                may not
                apply to Broker.
                Broker may also have other legal rights that vary from state to
                state.

            


    

     

    
      	 	
              16.

            	
              No
                Guaranty of Uninterrupted Service.LIFE-EXCHANGE
                IN NO WAY GUARANTEES TIMELY, CONTINUOUS, UNINTERRUPTED OR SECURE
                ACCESS TO
                OR AVAILABILITY OF THE SITE OR SERVICES,
                AND OPERATION OF THE SITE MAY BE INTERRUPTED (A) BY LIFE-EXCHANGE
                OR
                THOSE
                UNDER ITS CONTROL IN LIFE-EXCHANGE’S SOLE DISCRETION FOR MAINTENANCE,
                UPGRADES,
                OR SITUATIONS THAT LIFE-EXCHANGE DEEMS PRESENT A RISK TO THE SITE
                OR
                ANY
                USERS OF THE SITE; OR (B) FACTORS OUTSIDE OF LIFE-EXCHANGE’S
                CONTROL.

            


    

     

    
      	 	
              17.

            	
              Limitation
                on Life-Exchange’s Liability. IN
                NO EVENT SHALL LIFE-EXCHANGE, ITS AFFILIATES, OR
                ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS
                BE
                LIABLE
                FOR LOST PROFITS OR ANY SPECIAL, PUNITIVE, MULTIPLE, INCIDENTAL OR
                CONSEQUENTIAL
                DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES
                OR THIS AGREEMENT, WHETHER SUCH LIABILITY IS BASED ON WARRANTY,
                CONTRACT,
                TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER SUCH PARTY
                IS
                ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE
                TOTAL
                LIABILITY OF LIFE-EXCHANGE, ITS AFFILIATES, OR ANY OF THEIR SHAREHOLDERS,
                DIRECTORS,
                OFFICERS AND EMPLOYEES TO BROKER AND ANY THIRD PARTIES IN ANY CIRCUMSTANCE
                EXCEED ONE THOUSAND DOLLARS ($1,000.00). Some states do not allow
                the
                exclusion or limitation of incidental or consequential damages, so
                the
                above limitation or exclusion may not apply to
                Broker.

            


    

     

    
      	 	
              18.

            	
              Indemnity
                by Broker of Life-Exchange.Broker
                covenants and agrees with Life-Exchange that it shall
                reimburse and indemnify and hold Life-Exchange and its affiliates,
                and any
                of their respective
                shareholders, directors, officers, employees, agents (the “Life-Exchange
                Indemnified
                Parties”) harmless
                from, against and in respect of any and all actions, suits, claims,
                interest, penalties, proceedings, investigations, audits, demands,
                losses
                (direct or indirect),
                liabilities, damages, assessments, fines, judgments, costs and expenses
                (including, without
                limitation, reasonable attorneys’ fees) incurred by any of the
                Life-Exchange Indemnified
                Parties that result from (a) any inaccuracy in or breach of any
                representations or warranties
                made by Broker or the Authorized Users in this Agreement, the schedules
                attached hereto,
                the Site Agreements or any other information furnished to the
                Life-Exchange Indemnified
                Parties by or on behalf of Broker or the Authorized Users; (b) any
                nonfulfillment of any
                covenant or agreement of Broker under this Agreement or the agreements
                and
                instruments
                contemplated herein; (c) any violation by Broker or the Authorized
                Users
                of any law
                or regulation or the rights of a third party; (d) any unauthorized
                use of
                Broker’s Life-Exchange Access Code; (e) any claims or litigation matters
                which relate or are due to the conduct of Broker or the Authorized
                Users;
                (f) any claims made by a third party, including without
                limitation, Registered Providers or Policyholder Sellers, alleging
                facts
                which, if true, would entitle the Life-Exchange Indemnified Parties
                to
                indemnification pursuant to (a) through (f) above; and (g) any fees
                or
                expenses (including, without limitation, reasonable attorneys’
                fees)
                incurred by the Life-Exchange Indemnified Parties in enforcing their
                rights hereunder.

            


    

    


    
      
        
        

      

      
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              19.

            	
              Payment
                of Fees. Broker
                shall timely pay all applicable fees and charges for the Services,
                including any fees and charges for late payment. All fees and charges
                are
                posted on the Site (see
                “Registered
                Broker Fees and Charges” on
                the Site) accessible only to Registered Brokers.
                The fees for the Services payable by Brokers to Life-Exchange are
                set
                forth in Schedule
                Cattached
                hereto and incorporated herein by this reference. Life-Exchange may
                unilaterally, in its sole and absolute discretion, amend any of the
                fees
                and charges payable by Brokers and any modifications to such fees
                and
                charges shall be automatically effective seventy-two (72) hours after
                such
                changes are posted on the Site. Brokers will be notified of changes
                to the fees and charges only by electronic transmission of such changes
                to
                the Broker's
                Life-Exchange Account; provided, however, failure by Life-Exchange
                to
                provide such notice
                shall not delay the effectiveness of the revised fees and charges
                and by
                participating in an E-Settlement Event, Broker acknowledges that
                it has
                read and agrees to the then-current Registered Brokers Fees and
                claims.

            


    

     

    
      	
            	20.	
              No
                Agency. No
                agency, partnership, joint venture, employee-employer or franchiser-franchisee
                relationship is intended or created by this
                Agreement.

            


    

     

    
      	 	
              21.

            	
              Notices.Except
                as explicitly stated otherwise, any notices required or permitted
                to be
                given hereunder
                shall be given to Life-Exchange by contacting Life-Exchange as directed
                on
                the Site (see
                “Contact Us” on Site) and to Broker at the email address provided by
                Broker to Life-Exchange
                during Broker’s registration process. Notice shall be deemed given
                twenty-four (24) hours
                after an email is sent. Alternatively, either party may give the
                other
                party notice by certified
                mail, postage prepaid and return receipt requested, to Life-Exchange’s
                office address set
                forth below (for notice to Life-Exchange) or to Broker’s office address
                provided by Broker to
                Life-Exchange during Broker’s registration process (for notice to Broker).
                In such case, notice
                shall be deemed given three (3) days after the date of its
                mailing.

            


    

     

    
      	 	
              22.

            	
              Resolution
                of Disputes.Each
                party hereto irrevocably waives trial by jury in any action brought
                hereunder.
                Any action, claim or controversy at law or equity that arises out
                of this
                Agreement or the Services, other than any action, claim or controversy
                arising under Section 5 or Section 10 of this Agreement, shall be
                resolved
                exclusively through binding arbitration administered by
                JAMS in Dade County, Florida using a single arbitrator in accordance
                with
                JAMS’ applicable rules.
                Any judgment on the award rendered by the arbitrator may be entered
                in any
                court having jurisdiction thereof. The prevailing party in the arbitration
                proceeding, as determined by
                the arbitrator, shall be entitled to recover its reasonable attorneys’
                fees and costs incurred in connection with such arbitration
                proceeding.

            


    

     

    
      	 	
              23.

            	
              Governing
                Law and Jurisdiction.This
                Agreement shall be governed by, and enforced and construed
                in accordance with, in all respects by the laws of the State of Florida
                as
                such laws are
                applied to agreements entered into and to be performed entirely within
                Florida between Florida
                residents without giving effect to its conflicts or choice of laws
                principles, doctrines or rules.
                The exclusive venue for all actions, relating in any manner to this
                Agreement or use of the
                Site and Services, shall be in a federal or state court of competent
                jurisdiction in Dade County,
                Florida. Each party hereby consents and submits to the in personam
                jurisdiction of such
                courts, and to the extent permitted by law, hereby consents that
                all
                services of process may be made by any nationally recognized overnight
                courier, or by certified or registered mail, postage
                prepaid and return receipt requested. Each party waives any objection
                based on forum
                non conveniens and waives any objection to venue of any action instituted
                hereunder to
                the extent that an action is brought in the courts identified above.
                A
                final judgment in any such
                action shall be conclusive and may be enforced in any other jurisdiction
                in any manner provided by law.

            


    

     

    
      	 	
              24.

            	
              Severability.If
                any provision, clause or part of this Agreement or the application
                thereof
                is held
                invalid, void or unenforceable, the remainder of this Agreement,
                or the
                application of such
                provision, clause or part, shall not be affected thereby and will
                continue
                in full force and effect.

            


    

    


    
      
        
        

      

      
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              25.

            	
              Assignment.This
                Agreement may be assigned by Life-Exchange at any time without the
                approval
                of Broker. Life-Exchange will provide notice to Broker of any such
                assignment of this Agreement in accordance with the section of this
                Agreement entitled

            


    

     

    
      	 	
              26.

            	
              “Notices.”
                Broker
                may not assign this Agreement or any of its rights created hereunder,
                or
                delegate
                any of its duties or obligations created hereunder to any other person
                or
                entity, in whole
                or in part without the prior written consent of Life-Exchange. Subject
                to
                the foregoing restriction, any permitted assignment of this Agreement
                will
                be binding on, inure to the benefit of and be enforceable against
                the
                parties and their respective successors and
                assigns.

            


    

     

    
      	 	
              27.

            	
              Headings.Headings
                used herein are for reference purposes only and in no way define,
                limit,
                construe or describe the scope or extent of such
                section.

            


    

     

    
      	 	
              28.

            	
              No
                Waiver. Life-Exchange’s
                failure to act with respect to a breach by Broker shall not be
                deemed
                to be or constitute a waiver of Life-Exchange’s right to act with respect
                to subsequent or similar breaches.

            


    

     

    
      	 	
              29.

            	
              Entire
                Agreement; Modifications.This
                Agreement (which includes the Site Agreements) sets forth
                the entire understanding and agreement between Broker and Life-Exchange
                with respect
                to the subject matter hereof. Life-Exchange may modify this Agreement
                by
                giving prior notice
                of such changes to Broker and those changes shall be effective as
                to
                Broker’s participation
                in subsequent E-Settlement Events.

            


    

     

    
      	 	
              30.

            	
              Force
                Majeure.Life-Exchange
                shall not be liable for delay or failure in any of its performance
                hereunder
                due to causes beyond its reasonable control, including, but not limited
                to, an act of God,
                terrorism, war, natural disaster, governmental regulations, communication
                or utility failures
                or casualties or the failures or acts of third
                parties.

            


    

     

    
      	 	
              31.

            	
              Broker
                Representations and Warranties.Broker
                hereby represents and warrants to Life-Exchange
                that (a) it is appropriately licensed in no less than three (3) States
                as
                a viatical or life
                settlement broker as required under all applicable laws and regulations;
                (b) it has all requisite
                rights and authority to enter into this Agreement and to grant all
                applicable rights; (c) the
                performance of this Agreement shall not violate, conflict with, or
                result
                in a material default
                under any other agreement, including confidentiality agreements between
                Broker and third
                parties; (d) any application and other information submitted to
                Life-Exchange by Broker is
                true, accurate and correct; (e) Broker is not subject to the Fair
                Credit
                Reporting Act, 15 U.S.C. § 1681 et
                seq., (f)
                any Broker Content provided to Life-Exchange for the Site: (i) shall
                not
                infringe or misappropriate any third party's copyright, patent, trademark,
                trade secret or other intellectual property right or proprietary
                rights of
                any third party; and (ii) shall not violate any law, statute, ordinance
                or
                regulation (including, without limitation, those governing export
                control,
                unfair competition, anti-discrimination or false advertising); and
                (g) it
                has valid errors &
                omissions insurance coverage insuring liability arising from Life
                Settlement Transactions.

            


    

     

    
      	 	
              32.

            	
              Survival
                of Certain Sections. The
                Sections entitled “Confidentiality
                and Privacy Obligations,” “Reservation
                of Rights,” “Non-Circumvent,” “Release and
                Waiver,”“Limitation on Life-Exchange’s
                Liability,” “Indemnity
                by
                Broker of Life-Exchange,” “Resolution of Disputes,”
                and
                “Governing
                Law and Jurisdiction” shall
                survive any termination or expiration of this Agreement.

            


    

     

    (Signature
      page follows. Remainder of page left intentionally blank.)

    


    
      
        
        

      

      
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    BROKER:
      

     

    As
      an
      officer or other authorized representative of Broker, I am authorized to execute
      this Agreement on
      Broker’s behalf.

     

    
      	
              Name
                of Broker:

               

              Signature:

               

              Name:

               

              Title:

               

              Date:

               

              Address:

            	 	
              ________________________________

               

              ________________________________

               

              ________________________________

               

              ________________________________

               

              ________________________, 200_____

               

              ________________________________

               

              ________________________________

               

              ________________________________

            


    

    
    

     

    ACCEPTED
      BY LIFE-EXCHANGE: 

     

    Life-Exchange,
      Inc.

     

    
      	
              Signature:

               

              Name:

               

              Title:

               

              Date:

               

              Address:

            	 	
              ________________________________

               

              ________________________________

               

              ________________________________

               

              ________________________, 200_____

               

              2001 Biscayne Blvd.
                

              Suite
                2102

              Miami,
                FL 33137

            


    

     

    


    
      
        
        

      

      
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    SCHEDULE
      A

     

    List
      of Authorized Broker Users

     

     

    1.______________________________________________

     

    2.______________________________________________

     

    3.______________________________________________

     

    4.______________________________________________

     

    5.______________________________________________

     

    6.______________________________________________

     

    7.______________________________________________

     

    8.______________________________________________

     

    9.______________________________________________

     

    10._____________________________________________

     

    11._____________________________________________

     

    12._____________________________________________

     

    13._____________________________________________

     

    14.______________________________________________

     

    15.______________________________________________

    


    
      
        
        

      

      
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    SCHEDULE
      B

     

    Agreement
      for Policyholder Seller’s Exclusivity to Broker

     

    Exclusivity
      Rights of Broker.Customer
      hereby instructs, and the Broker is hereby complying with Customer’s
      instructions, agrees and consents to, Broker’s submission of the Policy to the
      web site located
      at www.life-exchange.com (the
      “Site”), an on-line marketplace operated by Life-Exchange, Inc., that provides a
      venue for life settlement brokers to (1) market, on behalf of their respective
      customers who
      own
      and seek to sell in-force non-variable life insurance policies in life
      settlement transactions, such
      life
      insurance policies for sale to registered life settlement providers of the
      Site(“Registered
      Providers”) and
      (2)
      receive from Registered Providers indications of interest to purchase such
      life
insurance
      policies. During the Exclusivity Period (as defined below), Customer agrees
      that
      Customer shall
      not, directly or indirectly, sell to, offer to sell the Policy to, solicit
      any
      offers to purchase the Policy from, or enter into a life settlement transaction
      involving the Policy with, (a) any of the parties listed on the
      Site
      as Registered Providers, except pursuant to a transaction with a Registered
      Provider resulting from
      a
      submission of the Policy to the Site for which such Registered Provider submits
      to the Site the highest price for an indication of interest to purchase the
      Policy, (b) any of the affiliates of any of the parties listed on the Site
      as
      Registered Providers or (c) any other person or entity. “Exclusivity
      Period”means
      period commencing on the first date on which Broker submits the Policy to the
      Site and ending on
      the
      one (1) year period following the date on which the Policy is removed or
      withdrawn from the Site.
      Customer acknowledges and agrees that Broker’s submission of the Policy to the
      Site and the terms
      hereof are in the best interests of the Customer.

    



     

    
      
        
        

      

      
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    SCHEDULE
      C

     

    Life-Exchange’s
      Fees

     

    Maintenance
      Fees:

     

    Broker
      shall pay to Life-Exchange an annual maintenance fee of $5,000.00 due upon
      execution of this Broker
      User Agreement and renewable every twelve (12) months thereafter. This
      maintenance fee is for
      up to
      10 system Users. Additional Users can be added at a cost of $500.00 per
      User.

     

    Listing
      Fees:

     

    A
      listing
      fee of $150 will be charged to the Broker for each registered policy submitted
      to auction on Life-Exchange.
      Listing fees shall be due and payable by the Broker to Life-Exchange no later
      than thirty (30)
      days
      after the date of a Policy being submitted to auction by the
      Broker.

     

     

     

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