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EXHIBIT 10.1
 LOAN AND SECURITY AGREEMENT
dated as of March 24, 2008
among
Americas Healthcare/Rx Plan Agency, Inc. and Access Plans USA, Inc., as Borrowers
and
CFG LLC,
as Lender and Secured Party




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LOAN AND SECURITY AGREEMENT
 Loan Agreement Borrower Co-Borrower CFG Lender
    
 Certain Definitions
 Accounts Receivable
 ACH Debit
 ACH Payment Withdrawal Authorization
 Affiliate
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Borrower
 CFG Payment Account
 CFG Service Fee
 Closing Date
 Co-Borrower
 Collateral
 Collections Account
 Commission Rights provided provided further
 Default
 Event of Default
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Excluded Commission Rights
 Insurance Company(ies) Schedule 3.18
 Insurance Contract(s)
 Insurance Policies Insurance Policy
 Late Payment
 Licenses
 Lien
 Loan
 Loan Amortization
 Loan Documents
 Loan Payment
 Obligations
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Payment Date
 Person
 Prime Interest Rate
 Requirements of Law
 Scheduled Payment
 Shortfall
 Shortfall Penalty
 Solvent
 UCC Financing Statements
 
 Loan Amount
 Closing Date Distributions
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CFG (Origination Fee)
    
    $
    401,560.78Payoff of CFG Indebtedness
    
    
    115,470.00Payoff of Trinity Bank Indebtedness
    
    
    213,474.52Borrower
    
    
    874,466.70
 Interest
   Stated
Rate Maximum Lawful Rate
   Scheduled Repayments
   6




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Loan ParametersLoan Amount
    
    $
    1,604,972.00Amortized Rate
    
    
    10.25%First Payment Date
    
    
    April 24, 2008Payment Amount
    
    $
    51,976.52Service Fee (per month)
    
    $
    25.00Applied to Loan
    
    $
    52,001.52Payment Period
    
    MonthlyNumber of Payments
    
    
    36
 Application of Collections
 CFG Payment Account
 Adjustments
 Disputes
 Prepayments
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Late Payment Penalty
 Use of Proceeds
 Joint and Several Liability
 
 Conditions to Obligation of Lender
 Representations and Warranties True
 Loan Documents Schedule 3.18
 ACH Payment Withdrawal Authorization
 UCC Financing Statements
 
 Existence and Good Standing
 Power and Authority
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Binding Effect
 Material Contracts; No Liens
 Creditor Matters
 No Violation
 Governmental Authorization; No Contravention
 Judgments
 Tax Matters
 Full Disclosure
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No Defaults
 Bulk Transfer
 Solvency
 Fairness of Consideration
 Creditors
 Collateral
 Operation
   10




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Regulatory Filings
 Commission Rights Schedule 3.18
 Insurance Contract(s) and Insurance Policies
 No Advances, Loan or Extensions
 Payments to Collections Account
  11




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Maintain Existence
  Inspections provided however
 Payment and Performance of Obligations
 Notice of Changes
 Production and Tax Reports
 Protection of Collateral
 No Distributions or Assignments
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Books and Records Marked
 Name Change
 Other Liens or Interests
 Maintenance of Insurance Policies
 Maintenance of Insurance Contract(s)
 Further Assurance
 Regulatory Compliance
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Payments to Collections Account
 Insurance Company Statements
 
 Grant of Security Interest Secured Party
 Filings
 Location of Collateral
 Exercise of Remedies
 Notification to Account Debtors and Other Persons Obligated on
Collateral
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Assignments and Redirections Assignment and Redirection
 Contingent Power of Attorney
 
 Shortfall Event
 first second finally
    Default
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Generally
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Confession of Judgment.
 
 Time of the Essence
 Confidentiality provided however
 Indemnification by Borrower
 Severability
 Payment of Expenses
 Survival; Liabilities After Termination
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provided however
 Notices
 To Borrower:Americas Healthcare/Rx Plan Agency,Inc. 4929 W. Royal Lane Irving, TX 75063Attn: Ian StewartTo CFG:CFG415 4th St.NE Suite 4Charlottesville, VA 22902ATTN: Mark Cohenwith a copy to:Daniel G. Schmedlen, Jr., Esq.33 North Central Avenue, Suite 317Medford, OR 97501
 Further Assurances
 Amendments
 Third Parties; Successors and Assigns
 Assignment provided
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Headings
 Governing Law
 Interpretation
 Signatures
 Counterparts
 Entire Agreement
 [signatures to follow]
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AMERICAS HEALTHCARE/RX PLAN AGENCY, INC.By:Name: Ian R. StuartTitle: Authorized SignatoryACCESS PLANS USA, INC.By:
    
    /S/ IAN R. STUARTName: Ian R. Stuart, Interim President and C.E.O.CFG LLCBy:
    
    /S/ Daniel G. Schmedlen, Jr.Name: Daniel G. Schmedlen, Jr.Title: Vice President
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