Exhibit 10.1


    Exhibit
      10.1

    Service
      Agreement (Consulting)

    


    THIS
      SERVICE AGREEMENT dated this 2nd
      day of December,
      2002

    


    BETWEEN:

    


    
      	
              MEDirect
                Latino Inc.
                of 719 SE 12th Court, Fort Lauderdale, Florida, 33316

              (the
                "Customer")

               

              -
                AND -

               

              Debra
                L. Towsley and/or assigned
                of
                719 SE 12th Court, Fort Lauderdale, Florida, 33316

              (the
                "Service
                Provider")

            


    

    


    BACKGROUND:

    


    
      	 	
              A.

            	
              The
                Customer carries on a business primarily consisting of MEDirect Latino
                is
                a provider of direct-to-consumer Medicare reimbursed medical products
                focused exclusively on chronic diseases afflicting the rapidly growing
                Hispanic community in the United States. The Company’s current focus is
                the distribution of products for the treatment of Type I & II
                diabetes.

            


    

    


    
      	 	
              B.

            	
              The
                Customer is of the opinion that the Service Provider has the necessary
                qualifications, experience and abilities to provide services in connection
                with the business of the Customer.

            


    

    


    
      	 	
              C.

            	
              The
                Service Provider is agreeable to providing such services to the Customer,
                on the terms and conditions as set out in this Agreement.
                

            


    

    


    IN
      CONSIDERATION OF
      the
      matters described above and of the mutual benefits and obligations set forth
      in
      this Agreement, the receipt and sufficiency of which consideration is hereby
      acknowledged, the parties to this Agreement agree as follows:

    


    Engagement

    1. The
      Customer hereby agrees to engage the Service Provider to provide the Customer
      with services consisting of Business Consulting; introduction to fundraising
      services, capital stock structure, and research and business plan writing,
      and
      such other services as the Customer and the Service Provider may agree upon
      from
      time to time (the "Services"), and the Service Provider hereby agrees to provide
      the Services to the Customer.

    


    Term
      of Agreement

    2. The
      term
      of this Agreement will begin on the date of this Agreement and will remain
      in
      full force and effect for a period of 10 years subject to earlier termination
      as
      otherwise provided in this Agreement, with the said term being capable of
      extension at the will of Service Provider having notified Customer in writing
      within 180 days of the termination date.

    


    
      
        
        

      

      
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    Performance

    3. Both
      parties agree to do everything necessary to ensure that the terms of this
      Agreement take effect.

    


    Compensation

    4. For
      the
      Services provided by the Service Provider under this Agreement, the Customer
      will pay to the Service Provider compensation in the following manner. Year
      One
      (1), shall be at $60,000.00 dollars per year, until such time as the Customer
      enters into Operations at which time the Compensation to Service Provider shall
      be at a base rate of $120,000.00 per year, for the first year Customer is
      Operational or any part thereof.  Should Customer become Operational during
      any part of any year, Service Provider is hereby deemed to have earned the
      Compensation for that year. Preceding year Compensation will be, $160,000.00,
      and shall increase at a rate of $40,000.00 per year or 3% of gross sales
      whichever is greater, at the option of Service Provider. Compensation will
      be
      payable with the following frequency. Compensation from Customer to Service
      Provider shall be in 52 equal payments during the year in which Compensation
      is
      deemed to have been earned. Customer shall not withhold Service Providers
      Compensation for any reason, either for cause, or without cause.  The
      Customer is entitled to deduct from the Service Provider's compensation any
      applicable deductions and remittances as required by law.

    


    Late
      Penalties

    5. The
      following penalties will be imposed on the Customer for failing to pay the
      Service Provider in a timely fashion. In the event Customer is unable to perform
      under the terms of the Agreement, Service Provider shall be entitled to the
      greater of three times the value of the Agreement in its entirety as liquidated
      damages. Service Provider may at Service Providers option accept additional
      shares of Customers Preferred or Common Stock to offset Compensation, such
      Shares shall be a $0.05 per Share, but will in no way expose Service Provider
      to
      any Capital Gains or Tax consequences. Customer will be responsible for any
      tax
      implications imposed on Service Provider as a result of Customers inability
      to
      perform.

    


    Additional
      Compensation

    6. The
      Customer will provide additional compensation as follows. Service Provider
      shall
      additionally be Compensated each year 500,000 shares of stock in the form of
      a
      stock options. Such Options shall be at par value. Customer shall not undertake
      any Stock Option Plan without the full approval of Service Provider. If such
      Plan is approved without the agreement of Service Provider, Customer shall
      immediately be deemed in default of this Agreement and be responsible for a
      one
      time payment to Service Provider of $25,000,000.00 and 5 million
      Shares.

    


    Expenses

    7. The
      Service Provider will be reimbursed for the following expenses incurred by
      the
      Service Provider in connection with providing the Services hereunder: Customer
      shall be responsible for all expenses which the Service Provider deems necessary
      in the execution of its responsibilities. The Service Provider will furnish
      statements and vouchers to the Customer for all such expenses.

    


    
      
        
        

      

      
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    Provision
      of Amenities

    8. The
      Customer agrees to provide, for the use of the Service Provider, the following
      amenities: Customer shall provide Service Provider with, but not limited to,
      the
      following, for the life of this Agreement: (i) Executive Assistant at Customer
      headquarters; (ii)Housing expense of $4,000.00 per month; (iii)Vehicle of the
      Service Providers choice including maintenance, fuel, registration and
      insurance; (iv) All cellular and telephone charges; (v)Full health and medical
      coverage as similar to Blue Cross of Florida; (vi) Life insurance in the amount
      of $5,000,000.00 for the benefit of Service Providers choice; (vii) All attorney
      and accounting fees as a result of this Agreement; (viii) One computer, yearly,
      at the will and specifications of Service Provider; (ix) All expenses necessary
      to equip and maintain a satellite office of the specifications provided by
      Service Provider. Additional items not specified shall be provided to the
      Customer in writing, Customer shall not withhold agreement of additional items
      if such items are deemed necessary at the will of Service Provider. Customer
      shall pay for such extras as invoices are due and payable, further Customer
      shall provide Corporate guarantees when necessary to facilitate any and needs
      Service Provider deems necessary to fulfill its contractual obligations under
      this Agreement.

    


    Legal
      Expenses

    9. In
      the
      event that legal action is brought to enforce or construe any term of this
      Agreement, the Service Provider will be entitled to recover, in
      addition to any other damages or award, all reasonable legal costs and fees
      associated with the action.  Customer shall not seek to recover any legal
      expenses, damages or awards against Service Provider in connection with this
      Agreement.

    


    Notice

    10. All
      notices, requests, demands or other communications required or permitted by
      the
      terms of this Agreement will be given in writing and either served personally,
      by facsimile or by registered mail. The addresses for any notice to be delivered
      to any of the parties to this Agreement are as follows:

    


    
      	
              a.

            	
              MEDirect
                Latino Inc., 719 SE 12th Court, Fort Lauderdale, Florida, 33316,
                954-467-6639, or other, as updated from time to time as
                necessary.

            
	
              b.

            	
              Raymond
                J. Talarico and/or assigned, 719 SE 12th Court, Fort Lauderdale,
                Florida,
                33316, or other, as updated from time to time as
                necessary.

            


    

    


    or
      to
      such other address as to which any party may from time to time notify the
      other.

    


    Enurement

    11. This
      Agreement will enure to the benefit of and be binding on the heirs, executors,
      administrators and upon the successors and assigns of MEDirect Latino
      Inc.

    


    Titles/Headings

    12. Headings
      are inserted for the convenience of the parties only and are not to be
      considered when interpreting this Agreement.

    


    Gender

    13. Words
      in
      the singular mean and include the plural and vice versa. Words in the masculine
      mean and include the feminine and vice versa.

    


    
      
        
        

      

      
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    Confidentiality

    14. The
      Customer acknowledges that a material term of the Agreement with the Service
      Provider is to keep all confidential information belonging to the Service
      Provider absolutely confidential and protect its release to the public. The
      Customer agrees not to divulge, reveal, report or use, for any purpose, any
      confidential information which the Customer has obtained or which was disclosed
      to Customer the by the Service Provider.

    


    15. The
      obligation to protect the confidentiality of the Service Provider's confidential
      information will survive the termination of this Agreement and will continue
      indefinitely.

    


    
      	 	
              a.

            	
              The
                Customer may disclose any of the confidential information;
                

            


    

    
      	 	
              b.

            	
              to
                a third party where the Service Provider has consented in
                writing to such disclosure; and

            


    

    
      	 	
              c.

            	
              to
                the extent required by law or by the request or requirement of any
                judicial, legislative, administrative or other governmental body.
                However,
                the Customer will first have given prompt notice to the Service
                Provider of any possible or prospective order (or proceeding pursuant
                to which any order may result), and the Service Provider will
                have been afforded a reasonable opportunity to prevent or limit any
                disclosure.

            


    

    


    Non-Competition

    16. Other
      than with the express written consent of the Service Provider, which will not
      be
      unreasonably withheld, the Customer will not, during the continuance of this
      Agreement or within 5 years after the termination of this Agreement, be directly
      or indirectly involved with a business which is in direct competition with
      the
      particular business line of the Service Provider.

    


    17. For
      a
      period of 5 years from the date of termination of this Agreement, the Customer
      will not divert or attempt to divert from the Service Provider any
      business the Service Provider had enjoyed, solicited, or attempted to
      solicit, from other individuals or corporations, prior to termination of this
      Agreement.

    


    Non-Solicitation

    18. Any
      attempt on the part of the Customer to induce others to leave the Service
      Provider's employ, or any effort by the Customer to interfere with the Service
      Provider's relationship with its employees or other service providers would
      be
      harmful and damaging to the Service Provider. The Customer agrees that during
      the term of this Agreement and for a period of 5 years after the end of the
      term, the Customer will not in any way, directly or indirectly:

    


    
      	 	
              a.

            	
              Induce
                or attempt to induce any employee or other service provider of
                the Service Provider to quit employment or retainer with the
                Service Provider; 

            


    

    
      	 	
              b.

            	
              otherwise
                interfere with or disrupt the Service Provider's relationship with
                its
                employees or other service providers;


            


    

    
      	 	
              c.

            	
              discuss
                employment opportunities or provide information about competitive
                employment to any of the Service Provider's employees or other service
                providers; or 

            


    

    
      	 	
              d.

            	
              solicit,
                entice, or hire away any employee or other service provider of the
                Service
                Provider.

            


    

    


    Assignment

    19. The
      Service Provider may assign or otherwise transfer the obligations incurred
      pursuant to the terms of this Agreement without the prior written consent of
      the
      Customer.

    


    
      
        
        

      

      
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    Capacity/Independent
      Contractor

    20. It
      is
      expressly agreed that the Service Provider is acting as an independent
      contractor and not as an employee in providing the Services hereunder. The
      Service Provider and the Customer acknowledge that this Agreement does not
      create a partnership or joint venture between them.

    


    Modification
      of Agreement

    21. Any
      amendment or modification of this Agreement or additional obligation assumed
      by
      either party in connection with this Agreement will only be binding if evidenced
      in writing signed by each party or an authorized representative of each
      party.

    


    Time
      of the Essence

    22. Time
      will
      be of the essence of this Agreement and of every part hereof. No extension
      or
      variation of this Agreement will operate as a waiver of this
      provision.

    


    Entire
      Agreement

    23. It
      is
      agreed that there is no representation, warranty, collateral agreement or
      condition affecting this Agreement except as expressed in it.

    


    Severability

    24. In
      the
      event that any of the provisions of this Agreement are held to be invalid or
      unenforceable in whole or in part, all other provisions will nevertheless
      continue to be valid and enforceable with the invalid or unenforceable parts
      severed from the remainder of this Agreement.

    


    Additional
      Clauses

    25. All
      materials generated as a result of this Agreement are the property of the
      Service Provider and may be disposed of, sold, disclosed, duplicated or other,
      at the will of the Service Provider.

    


    26. Customer
      may not seek to retain any attorney, accountant or consultant in the enforcement
      of this Agreement which is currently, or formerly, working for or worked for
      in
      any capacity for the Customer. It is expressly understood that all attorneys,
      accountants or consultants who are employed, retained or consulted are working
      for, and at the will of Service Provider. Further it is understood if Service
      Provider needs to enforce any provision in this Agreement, Customer shall
      immediately pay any and all attorney, accounting or other fees identified by
      Service Provider as necessary in connection with this action.

    


    Currency

    27. Unless
      otherwise provided for, all monetary amounts referred to herein will be paid
      in
      US dollars. 

    


    Termination
      of Agreement

    28. The
      Service Provider may terminate this Agreement at any time by giving the Customer
      30 days written notice.

     

    29. The
      obligations of the Service Provider under this Agreement will terminate upon
      the
      earlier of the Service Provider ceasing to be engaged by the Customer or the
      termination of this Agreement by the Customer or the Service
      Provider.

    


    
      
        
        

      

      
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    Governing
      Law

    30. It
      is the
      intention of the parties to this Agreement that this Agreement and the
      performance under this Agreement, and all suits and special proceedings under
      this Agreement, be construed in accordance with and governed, to the exclusion
      of the law of any other forum, by the laws of the State of Florida, without
      regard to the jurisdiction in which any action or special proceeding may be
      instituted.

    


    IN
      WITNESS WHEREOF the parties have duly executed this Service Agreement this
      2nd
      day of
December,
      2002.

    

      
        	
                (SEAL)

                 

                 

              
	
                MEDirect
                  Latino Inc. 

              
	
                per:
                  /s/ Raymond
                  J. Talarico

              	
                 

              	 
	
                Raymond
                  J. Talarico 

              	 	 
	 	 	 
	
                /s/
Debra
                  L. Towsley

              	 	 
	
                Debra
                  L. Towsley

              
	 
	
                 

              	 


      

    

     

    
      
        
        

      

      
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