Form of Provider User Agreement


    Exhibit
      10.4

     

    

     

     

    LIFE-EXCHANGE,
      INC.

    LIFE
      SETTLEMENT PROVIDER USER AGREEMENT

     

    This
      Life
      Settlement Provider User Agreement (the “Agreement”)
      is
      entered into between Life Exchange,
      Inc., a Nevada corporation (“Life-Exchange”),
      and
      ______________,
      a
      viatical or life settlement
      provider (“Provider”).

     

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

     

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

     

    
      	 	
              1.

            	
              Provider’s
                Compliance with Site Agreements.
                Provider 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, “Site
                Agreements”)
                and the terms and conditions of this Agreement.
                By participating in an E-Settlement Event, Provider acknowledges
                that it
                has read and
                agrees to each of the Site Agreements, as they may be amended from
                time to
                time. Provider 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 Provider.
                Upon acceptance as a Registered Provider by Life-Exchange, Life-Exchange
                shall establish an account for Provider (“Life-Exchange
                Account”)
                and provide Provider
                a Provider user identification number and a series of access numbers
                for
                accessing the
                Site (the “Provider’s
                Life-Exchange Access Codes”).
                Provider may authorize only its employees
                to access the Services and Provider’s Life-Exchange Account on behalf of
                Provider (“Authorized
                Users”).
                Provider shall cause all Authorized Users to comply with the provisions
                of
                this Agreement and the Site Agreements. Provider shall not, and shall
                not
                permit any of its employees,
                who become Authorized Users to, disclose Provider’s Life-Exchange Access
                Codes to
                any person or entity, other than the Authorized Users, or permit
                any
                person or entity, other than
                the Authorized Users, to use the Provider’s Life-Exchange Access Codes,
                the Site or the Services.
                A complete list of all initial Authorized Users who are authorized
                to act
                under Provider’s
                Life-Exchange Account is included on Exhibit
                A
                attached hereto and incorporated herein
                by this reference. Provider can add or remove Authorized Users by
                sending
                a written request
                to Life-Exchange and Life-Exchange shall respond to Provider’s request
                within five (5) business
                days of receiving such notice. Provider shall immediately provide
                written
                notification to Life-Exchange upon the termination or suspension
                by
                Provider 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. Provider agrees with
                Life-Exchange that Provider
                shall be solely responsible for all activity conducted using the
                Provider’s Life-Exchange
                Access Codes and shall notify Life-Exchange immediately if any Authorized
                User’s access
                must be terminated or any of Provider’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 Provider or
                any
                other person or entity
                for any unauthorized use of a Provider Life-Exchange Access
                Code.

            


    

    


    
      
        
        

      

      
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              3.

            	
              E-Settlement
                Events.
                The Site provides an on-line marketplace operated by Life-Exchange,
                which
                provides a venue for life settlement brokers registered with the
                Site and
                authorized to use
                the Site and the Services (“Registered
                Brokers”)
                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 (a “Policyholder
                Seller”)
                in Life Settlement Transactions (as defined below), life insurance
                policies for sale to Registered Providers (as defined below) 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
                the Site, ((a) and (b),
                collectively “E-Settlement Event”). For purposes of this Agreement,
                “Registered
                Provider”
                means
                a licensed viatical or life settlement provider as required under
                applicable law, who has
                satisfied all of the conditions of Life-Exchange’s registration process
                for a viatical or life settlement
                provider 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. For purposes of this Agreement, a Registered
                Broker
                must (a)
                be licensed as required under applicable law, (b) have 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, have been provided access to the Site by Life-Exchange,
                and (c) remain at
                all times in compliance with the Site Agreements and this Agreement.
                However, nothing in this
                Agreement shall prohibit the Provider from performing its own due
                diligence on the background
                and licensing of any Registered Broker with which the Provider desires
                to
                conclude
                a Life Settlement Transaction with. For purposes of this Agreement,
                “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 Provider
                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.

            	
              Life
                Expectancy Reports.
                Provider shall be solely responsible for payment of, and shall timely
                pay
                when due, all costs, expenses and fees associated with life expectancy
                reports ordered by Provider
                or any of its Authorized Users from any life expectancy company that
                has
                entered into
                a Life Expectancy Company User Agreement with Life-Exchange and is
                an
                authorized user of
                the Site (a “Registered
                LE Company”)
                through the Site (the “LE
                Reports”).
                Provider acknowledges
                and agrees that Life-Exchange shall not be responsible for (a) payment
                of
                any of the costs, expenses and fees associated with such LE Reports;
                or
                (b) the timeliness of delivery
                of LE Reports by Registered LE Companies to Registered Provider or
                Registered Brokers.

            


    

     

    
      	
            	5.	
              Payment
                of Fees.

            


    

     

    
      	
            	(a).	
              Provider
                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
                Providers Fees and Charges”
                on the Site) accessible only to Registered Providers. The fees for
                the
                Services payable by Provider to Life-Exchange are set forth in
                Exhibit
                B
                attached 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 Provider and any modifications to such fees and charges
                shall
                be automatically effective seventy-two (72) hours after such changes
                are
                posted on the Site. Provider will be notified of changes to the fees
                and
                charges
                only by electronic transmission of such changes to the Provider'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, Provider acknowledges
                that it has read and agrees to the then-current Registered Providers
                Fees
                and claims.

            


    

    


    
      
        
        

      

      
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            	(b).	
              Provider
                hereby agrees and acknowledges that it shall pay to the Escrow
                Agent
                (defined below) the full amount of the commission, fee or other
                compensation owed to a Registered Broker for such Registered Broker’s
                services
                rendered to a Policyholder Seller in connection with a Life Settlement
                Transaction consummated between such Policyholder Seller and Provider
                pursuant to an E-Settlement Event, which amount shall then be remitted
                by the Escrow Agent to the Registered Broker upon the later of the
                date
                of the consummation of such Life Settlement Transaction or the date
                following
                the expiration of the applicable rescission period (whether required
                by
                applicable law or provided by Provider under the terms of its agreement
                for
                the Life Settlement Transaction), if any, during which the applicable
                Policyholder Seller may rescind such Life Settlement Transaction.
                “Escrow
                Agent”
                means the U.S. or state bank or other financial institution engaged
                by
                Life-Exchange
                from time to time to receive from a Registered Provider payment
                of the Registered Broker’s fee owed for a Life Settlement Transaction
                consummated between a Policyholder Seller and Provider pursuant
                to an E-Settlement Event and remit payment of such Registered Broker’s fee
                to the Registered Broker in accordance with the terms of this
                Agreement.

            


    

     

    
      	 	
              6.

            	
              Provider
                Content.
                Provider grants Life-Exchange the right to use the content submitted
                by
                Provider
                to Life-Exchange (the “Provider
                Content")
                and each LE Report purchased by Provider from a Registered LE Company
                through the Site for all purposes associated with the Site and
                as
                disclosed in the Life-Exchange Privacy Policy. Life-Exchange is entitled
                to copy and store all information
                transmitted through the Site by or to Provider 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 6 below.
                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 habits of Provider
                or
                violate applicable laws.

            


    

     

    
      	 	
              7.

            	
              Confidentiality
                and Privacy Obligations.

            


    

     

    
      	
            	(a).	
              Provider
                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 6; (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 6 shall extend for a period of two
                (2)
                years
                from termination, expiration or cancellation of Provider’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.

            


    

     

    
      
        
        

      

      
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              (b).

            	
              Provider
                acknowledges and agrees that in the course of using the Site, Provider
                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 Provider,
                Registered Brokers or Registered LE Companies pursuant to written
                authorizations executed by the Insureds. Provider agrees with, and
                covenants to, Life-Exchange that all such authorizations that relate
                to
                PHI Provider 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.

            


    

     

    
      	 	
              (c).

            	
              Provider
                further acknowledges and agrees that in the course of its use of
                the
                Site,
                Provider 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 Provider shall use such NPI solely in
                connection
                with its use of the Site and consummation of Life Settlement Transactions.
                Provider may have executed a written agreement with such, Registered
                LE
                Companies, Registered Brokers or Registered Providers who provide
                NPI to
                Provider that requires Provider to maintain the confidentiality,
                privacy
                and security of such NPI in accordance with GLBA, or the disclosure
                of
                such information to Provider may be by written authorization or consent
                of
                the
                Policyholder Seller or Insured. Provider agrees with, and covenants
                to,
                Life-Exchange
                that (1) Provider 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 Provider 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.

            


    

     

    
      	
            	8.	
              The
                Site is an Online Venue for Indications of Interests to Buy and
                Sell.
                The Site is only an online
                venue and communications medium to facilitate Registered Providers
                and
                Registered Brokers to exchange information relating to proposed Life
                Settlement Transactions. Provider 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, (e) Life-Exchange is not involved in
                any of
                the

            


    

    


    
      
        
        

      

      
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    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.

     

    
      	 	
              9.

            	
              Compliance
                with Laws; Prevention of Fraud or Misrepresentation.
                Provider shall at all times (a)
                comply with all applicable laws and regulations applicable to its
                offer to
                purchase, solicitation
                to sell, or purchase of, Policies in Life Settlement Transactions,
                (b)
                obtain and maintain
                in good standing all licenses and permits that Provider 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 Provider
                or any
                of the Authorized
                Users. Provider agrees that it has an affirmative duty and obligation
                to
                Life-Exchange
                to prevent any fraud or misrepresentation by any Registered Broker,
                Policyholder Seller or Registered LE Company through Provider’s use of the
                Site and the Services, and Provider
                shall not take any action or fail to take any action, directly or
                indirectly, that could mislead
                or defraud any insurance company or any Policyholder Seller in connection
                with any Life
                Settlement Transaction resulting from the 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
                Provider becomes aware of any false, incomplete, inaccurate or misleading
                information obtained
                by Provider from the Site, provided by Provider to the Site or
                Life-Exchange or obtained
                by Provider through its use of the Services pertaining to any Policy
                that
                Provider accesses
                through the Site, Provider shall immediately provide written notice
                thereof to Life-Exchange.

            


    

     

    
      	 	
              10.

            	
              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.

            


    

     

    
      	
            	11.	
              Term
                of Agreement.
                This Agreement shall commence on the date accepted by Life-Exchange
                as
                indicated below until terminated as provided herein. Either Provider
                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 Provider breaches any provision
                of this
                Agreement
                or any applicable law or regulation or any of Provider’s viatical or life
                settlement provider licenses are revoked, suspended, nonrenewed,
                lapsed or
                otherwise terminated or become
                the subject of any action or proceeding therefor. Termination of
                this
                Agreement shall automatically
                terminate Provider'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 to right
                to receive the Services. Notwithstanding the termination of this
                Agreement, Provider shall
                be obligated to pay all fees and charges payable
                hereunder.

            


    

     

    
      
        
        

      

      
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              12.

            	
              Non-Circumvent.
                Provider acknowledges that the Site provides the ability to Provider
                to
                access
                on the Site a case file for any Policy submitted to Life-Exchange
                by
                Registered Brokers for
                posting on the Site (“Case
                File”
                and each Case File accessed by Provider, an “Accessed
                Case
                File”),
                and each Case File may include sufficient information to permit Provider
                to determine the identity of the Policyholder Seller and the individual
                whose life is, or individuals whose
                lives are, insured under such Policy. Provider agrees that (a), during
                the
                Engaged Registered
                Broker Exclusivity Period (defined below), Provider shall not, directly
                or
                indirectly, (i)
                purchase the Policy listed in an Accessed Case File (“Accessed
                Policy”),
                (ii) make any offer to
                purchase such Accessed Policy to the Engaged Registered Broker, (iii)
                solicit any offer to sell
                such Accessed Policy from the Engaged Registered Broker, or (iv)
                enter
                into a Life Settlement
                Transaction involving such Accessed Policy and the Engaged Registered
                Broker, except
                pursuant to a transaction involving the Engaged Registered Broker
                which
                transaction results from Provider’s submission to Life-Exchange of the
                highest price for an indication of interest
                to purchase such Accessed Policy as part of an E-Settlement Event,
                and
                (b), during the
                General Exclusivity Period (defined below), Provider shall not, directly
                or indirectly, (i) purchase
                such Accessed Policy, (ii) make any offer to purchase such Accessed
                Policy
                to any life
                settlement broker, (iii) solicit any offer to sell such Accessed
                Policy
                from any life settlement broker or (iv) enter into a Life Settlement
                Transaction involving such Accessed Policy.
                “Engaged
                Registered Broker”
                means, with respect to an Accessed Policy, the Registered
                Broker that submitted such Accessed Policy to Life-Exchange. “Engaged
                Registered
                Broker Exclusivity Period”
                means the one (1) year period following the last date on which
                Provider accessed the Case File for such Accessed Policy. “General
                Exclusivity Period”
                means
                the ninety (90) day period following the last date on which Provider
                accessed the Case File
                for such Accessed Policy. Provider agrees that, during the term of
                this
                Agreement and the one
                (1) year period following any termination of this Agreement, Life-Exchange
                and its representatives
                shall have the right to inspect and audit the books and records of
                Provider at Provider’s
                offices from time to time to determine whether Provider has purchased
                any
                Accessed
                Policies outside of the Site in violation of this
                Agreement.

            


    

     

    
      	 	
              13.

            	
              Release
                and Waiver.
                Provider 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. Provider acknowledges that because the Site is merely an online
                venue for others to conduct the negotiation
                of Life Settlement Transactions, in the event Provider has a dispute
                with
                one or more
                users of the Site, Provider 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. Provider 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 Provider is organized
                in
                California, Provider
                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 Provider or Authorized User.
                Without limiting any other remedies available to Life-Exchange,
                Life-Exchange may limit Provider’s use of the Site, issue a warning,
                temporarily suspend,
                indefinitely suspend or terminate Provider’s status as a Registered
                Provider and Provider’s
                use of the Services and the Site and refuse to provide access to
                E-Settlement Events
                to Provider if: (a) Provider breaches any provision of this Agreement;
                (b)
                Life-Exchange

            


    

    


    
      
        
        

      

      
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    is
      unable
      to verify or authenticate any information provided by Provider to Life-Exchange
      or Registered Brokers; or (c) Life-Exchange believes that Provider’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. Provider shall at all times cooperate and comply
      with
      all requests made by Life-Exchange for the purpose of verifying Provider’s
      compliance with the terms and conditions of this Agreement and Life-Exchange
      may
      inspect and audit Provider’s books
      and
      records from time to time for such purpose. Provider 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 Provider’s access and
      use of the Site and its registration with Life-Exchange.

     

    
      	 	
              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 (W) THE
                ACCURACY,
                RELIABILITY, ACCESSIBILITY, COMPLETENESS, OR TIMELINESS OF ANY
                INFORMATION
                SUPPLIED BY ANY REGISTERED PROVIDER OR REGISTERED BROKER, USER,
                REGISTERED
                LE COMPANY OR OTHER THIRD PARTY; (X) WHETHER PROVIDER SHOULD ENTER
                INTO
                TRANSACTIONS FACILITATED, OFFERED OR ARRANGED BY ANY REGISTERED BROKER
                AND
                THE ENFORCEABILITY OF ANY SUCH TRANSACTIONS OR OBLIGATIONS; (Y) THE
                ACCURACY
                OF POSTINGS MADE ON THE SITE BY ANY REGISTERED PROVIDER, REGISTERED
                BROKER,
                USER, LE COMPANY OR ANY THIRD PARTY; OR (Z) 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 Provider.
                Provider 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 PROVIDER 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
                Provider.

            


    

     

    
      	 	
              18.

            	
              Indemnity
                by Provider of Life-Exchange.
                Provider covenants and agrees with Life-Exchange that
                Provider 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 and costs of the investigation)
                (collectively, “Claims”)
                incurred by any of the Life-Exchange Indemnified Parties that result
                from
                (a) any

            


    

    


    
      
        
        

      

      
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    inaccuracy
      in or breach of any representations or warranties made by the Provider or any
      of
      the Authorized Users in this Agreement, the exhibits attached hereto, the Site
      Agreements or any
      other
      information furnished to the Life-Exchange Indemnified Parties by or on behalf
      of Provider
      or any of the Authorized Users, (b) any breach, nonfulfillment or violation
      of
      any duty, covenant or agreement of Provider or any of the Authorized Users
      under
      this Agreement or the agreements
      and instruments contemplated herein, (c) any violation by Provider or the
Authorized
      Users of any law or regulation or any of the rights of a third party, (d) any
      unauthorized
      use of Provider’s Life-Exchange Access Code, (e) any claims or litigation
      matters which
      relate or are due to the conduct of Provider or the Authorized Users, (f) any
      fees owed by
      Provider to a Registered Broker that Provider must pay directly from Provider's
      escrow agent
      as
      permitted under Section 4(b) hereof, (g) any fees or compensation owed by
      Provider to
      a
      Registered LE User and (h) any claims made by a third party, including without
      limitation, Registered
      Brokers or Policyholder Sellers, alleging facts which, if true, would entitle
      the Life-Exchange
      Indemnified Parties to indemnification pursuant to (a) through (h) above, and
      (i) any fees
      or
      expenses (including without limitation, reasonable attorneys’ fees) incurred by
      the Life-Exchange
      Indemnified Parties in enforcing their rights hereunder.

     

    
      	
            	19.	
              No
                Agency. No
                agency, partnership, joint venture, employee-employer or franchiser-franchisee
                relationship is intended or created by this
                Agreement.

            


    

     

    
      	 	
              20.

            	
              Notices.
                Except as explicitly stated otherwise, any notices required or permitted
                to be given under
                this Agreement shall be given to Life-Exchange by contacting Life-Exchange
                as directed on
                the Site (see “Contact Us” on Site) and to Provider at the email address
                provided by Provider
                to Life-Exchange during Provider’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 Provider’s office address
                provided by Provider to Life-Exchange during Provider’s registration
                process (for notice
                to Provider). In such case, notice shall be deemed given three (3)
                days
                after the date of mailing.

            


    

     

    
      	 	
              21.

            	
              Resolution
                of Disputes.
                Each party hereto irrevocably waives trial by jury in any action
                or
                claim
                brought or made in connection with this Agreement. 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 6 or Section 12 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.

            


    

     

    
      	 	
              22.

            	
              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.

            


    

    


    
      
        
        

      

      
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              23.

            	
              Severability.
                If any provision of this Agreement is held by a court of competent
                jurisdiction or applicable
                state or federal regulator and their implementing regulations to
                be
                invalid, void or unenforceable,
                all the remaining provisions will nevertheless continue in full force
                and
                effect.

            


    

     

    
      	 	
              24.

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

            


    

     

    
      	 	
              25.

            	
              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.

            


    

     

    
      	 	
              26.

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

            


    

     

    
      	 	
              27.

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

            


    

     

    
      	 	
              28.

            	
              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.

            


    

     

    
      	 	
              29.

            	
              Provider's
                Representations and Warranties.
                Provider hereby represents and warrants to Life-Exchange
                that (a) Provider is appropriately licensed in States as a viatical
                or
                life settlement provider
                as required under all applicable laws and regulations; (b) Provider
                has
                all requisite right
                and authority to enter into this Agreement; (c) Provider’s performance of
                this Agreement will
                not violate, conflict with, or result in a material default under
                or
                breach of any other agreement,
                including without limitation, any confidentiality agreement between
                Provider and any
                third party; (d) any data or information submitted to Life-Exchange
                by
                Provider is true, accurate and correct, (e) Provider is participating
                in
                the Life Settlement Transaction for the Provider's
                own account for investment and not with a view to, or for sale in
                connection with, any
                distribution thereof in any transaction or series of transactions
                that
                would be in violation of
                the securities laws of the United States or any state thereof, (f)
                Provider is not subject to the
                Fair Credit Reporting Act, 15 U.S.C. § 1681 et
                seq., (g)
                any Provider Content provided to Life-Exchange
                for the Site: (i) will not infringe or misappropriate any third party's
                copyright, patent,
                trademark, trade secret or other intellectual property right or any
                proprietary rights of any third party; and (ii) will not violate
                any law,
                statute, ordinance or regulation, including without
                limitation, those governing export control, unfair competition,
                anti-discrimination or false
                advertising, and (h) Provider has valid errors & omissions insurance
                coverage insuring liability
                arising from Life Settlement
                Transactions.

            


    

     

    
      	 	
              30.

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

            


    

     

    (Signature
      page follows.)

    


    
      
        
        

      

      
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    PROVIDER:
      

     

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

     

    
      	
              Name
                of Provider:

               

              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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    EXHIBIT
      A

     

    List
      of Authorized Users of Provider

     

    
       

      1.______________________________________________

       

      2.______________________________________________

       

      3.______________________________________________

       

      4.______________________________________________

       

      5.______________________________________________

       

      6.______________________________________________

       

      7.______________________________________________

       

      8.______________________________________________

       

      9.______________________________________________

       

      10._____________________________________________

    

    



     

    
      
        
        

      

      
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    EXHIBIT
      B

     

    Life-Exchange’s
      Fees

     

    Maintenance
      Fees:

     

    Provider
      shall pay to Life-Exchange an annual maintenance fee of $5,000.00 due upon
      execution of this Provider 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.

     

    Transaction
      Fees:

     

    Provider
      shall pay to the Escrow Agent, who shall then pay such amount to Life-Exchange,
      the following transaction
      fees:

     

    A
      fixed
      licensing fee for each Life Settlement Transaction for a Policy referenced
      in an
Accessed
      Case File that is consummated by Provider, in the amount equal to a percentage
      of such life insurance policy’s face amount of death benefit as set forth below
(each
      a
“Fee”),
      which
      shall be due and payable by Provider to the Escrow Agent, who shall then
      distribute such amount to Life-Exchange, upon the later of the date of the
      consummation
      of such Life Settlement Transaction or the date following the expiration of
      the
      applicable rescission period (whether required by applicable law or provided
      by
      Provider under the terms of its agreement for the Life Settlement Transaction),
      if any, during
      which the applicable Policyholder Seller may rescind such Life Settlement
Transaction.

     

    To
      be
      eligible for a lower Fee, Provider must demonstrate three (3) consecutive months
      of volume
      purchasing. After Provider receives a lower Fee, should Provider fail to sustain
      at least
      the
      same volume of purchasing for one (1) month, Provider shall return to the
previous
      Fee.

     

    $0-$24
      million in monthly transactions 1% transaction fee 

    $25-$49
      million in monthly transactions 0.85% transaction fee 

    $50-$99
      million in monthly transactions 0.75% transaction fee 

    $100-$249
      million in monthly transactions 0.65% transaction fee 

    $250
      million or more in monthly transactions 0.50% transaction fee

     

    A
      Fee of
      0.25% shall be paid by Provider for any Life Settlement Transaction for a Policy
      referenced
      in an Accessed Case File that is consummated by Provider that has a face
value
      of
      $100,000 or less regardless of Provider’s volume. *Note: this Fee of 0.25% shall
      not apply to Policies that have been divided solely to meet reduced transaction
      fees (e.g.,
      the
      division of a $1 million Policy into ten (10) smaller $100,000
      Policies).

     

     

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