Ex-10.1 August 1, 2005 Marketing Agreement



 






MARKETING AGREEMENT




     MARKETING AGREEMENT (hereinafter, the “Agreement”) made and entered into as of August 1, 2005,
by and between


HEALTH ALLIANCE NETWORK, INC., a New York corporation, with principal offices located at 1305
Mamaroneck Avenue, White Plains, NY 10605 (HAN), and



COMPREHENSIVE BEHAVIORAL CARE, INC., a Nevada corporation, with principal offices located at 204 S.
Hoover Boulevard, Suite 200, Tampa, Florida 33609 (collectively referred to, with its Affiliates,
as (CompCare);




WITNESSETH, THAT




WHEREAS,





	 	A.	 	CompCare has established a network of contracted physicians and other providers
of case management, pharmacy management services, disease management and integrated
behavioral healthcare services and products;
	 
	 	B.	 	CompCare’s Participating Providers have agreed to provide behavioral healthcare
services and products in exchange for discounted fees to the beneficiaries of
healthcare plans sponsored by payors who contract with CompCare for access to such
provider networks and other services provided by CompCare;
	 
	 	C.	 	HAN has contacts with insurance companies, unions, third party administrators
and other payors for healthcare services and products who desire to obtain access to
such behavioral healthcare services and products for their respective plan
beneficiaries on a discounted fee basis;
	 
	 	D.	 	CompCare has agreed to appoint HAN as its primary representative and marketing
agent for commercial (i.e., non-Medicaid and non-Medicare) business;
	 
	 	E.	 	HAN desires to market CompCare’s services and the CompCare Networks in the
commercial marketplace to Payors with which HAN has or may develop relationships; and
	 
	 	F.	 	HAN and CompCare desire to set forth the terms and conditions on which CompCare
has agreed to provide its services and to allow commercial market payors introduced to
it by HAN to contract for access to the CompCare Networks;





     NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements
herein set forth, and in reliance on the representations and warranties contained herein and
subject to the terms and conditions hereof, the parties hereto agree as follows:



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1.   DEFINITIONS:




     For purposes of this Agreement, in addition to the terms elsewhere defined herein, the
following terms shall have the meaning indicated:



     1.1   “Affiliate” an Affiliate of a Person shall refer to (1) each officer and employee
of such Person, (2) any Person which is controlled by, controls, or is under common control with,
such Person, and (3) any Affiliate of any of the foregoing.



     1.2   “CompCare Network” shall mean (a) the network of Participating Providers who have
executed Provider Agreements with CompCare, and (b) any network of behavioral healthcare providers
that CompCare is leasing from any third party pursuant to a written agreement.



     1.3   “Covered Individual” shall mean all members, employees, covered dependents and
other Persons eligible to receive medical services under a Plan.



     1.4   “Most Favored National Pricing” shall mean the lowest price CompCare would offer
to any client when such client is not a Source introduced to CompCare by HAN. CompCare has sole
discretion in determining Most Favored Nation Pricing specific to any Service Agreement as such
pricing is contingent upon, among other things, CompCare’s understanding of the benefits to be
offered to the Source’s members and any available actuarial and/or utilization data.



     1.5   “Participating Providers” shall mean the physicians, hospitals and healthcare
facilities and other providers of behavioral healthcare services and/or products who have entered
into Provider Agreements with CompCare.



     1.6   “Person” shall mean an individual, corporation, limited liability company, limited
liability partnership, partnership, joint venture and other business entity of any kind.



     1.7   “Plan” shall mean a health insurance, managed care, self insured plan, or other
similar health benefit plan sponsored or issued by a Source and which may include workers
compensation, first party automobile medical liability, long-term or short-term disability and
health coverage.



     1.8   “Provider Agreements” shall mean the agreement between CompCare and providers of
behavioral healthcare services and/or products pursuant to which the Participating Provider agrees
to provide behavioral healthcare services and/or products to Covered Individuals in exchange for
discounted fees.



     1.9   “Source” shall mean the health insurance companies, employers, third party
administrators, labor unions and other Persons who pay for healthcare services and products, each
Affiliate of such Person, and any other Person, that has been introduced directly by HAN or any
Affiliate of HAN to CompCare. Each Source must be pre-registered in writing by HAN or an Affiliate
of HAN with CompCare and approved in advance and in writing by CompCare.



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     1.10   “Services Agreement” shall refer to an agreement entered into by a Source with
HAN and/or CompCare, which has been pre-approved by HAN and CompCare, to provide access to the
CompCare Network and/or other services provided by CompCare.



2.   PROVISION OF SERVICES:




     2.1   CompCare hereby appoints HAN as its primary marketing and sales representative with
respect to all commercial (i.e., non-Medicaid and non-Medicare) business conducted by CompCare
during the Term of this Agreement. This does not preclude HAN from selling Medicare and
Medicaid business provided such business is pre-registered by HAN in the same manner required for
commercial business sales by HAN.



     2.2   For each Source that executes a Services Agreement with CompCare during the Term hereof,
CompCare shall provide the Covered Individuals under Plans sponsored by such Source with access to
Participating Providers in the CompCare Network and with access to CompCare’s other services on the
terms and subject to the conditions set forth in such Services Agreement.



     2.3   CompCare will agree to accept Most Favored Nation Pricing for all of the services provided
by CompCare to Sources introduced to CompCare by HAN. HAN will have the right to negotiate higher
than Most Favored Nation Pricing for specific Service Agreements with its Sources.



     2.4   CompCare shall perform all CompCare services in a timely fashion and in accordance with
the terms of the specific Service Agreement and standard operating practice of CompCare and will
provide monthly reports to the Source, with a copy to HAN, in the form defined by CompCare’s
Service Agreement with each Source. CompCare and HAN shall commit and utilize their available
resources for, and cooperate with each other in connection with, presentations and meetings with
potential Sources introduced to CompCare by HAN or its Affiliates. CompCare and HAN will mutually
agree to final Service Agreement pricing. All Service Agreements must be signed by CompCare and
the Source.



     2.5   CompCare’s Service Agreement with each Source shall govern the terms for billings to and
collection of monthly revenues from each Source.



     2.6   If a Source introduced to CompCare by HAN or a HAN Affiliate would like to contract with
CompCare or any of its Affiliates for network access or other services, then CompCare may enter
into a Services Agreement directly with such Source at the pricing (not less than Most Favored
Nation Pricing determined by CompCare) negotiated by HAN with such Source; provided that any such
direct Source Access agreement will be subject to all of the provisions of this Agreement; and
CompCare will give HAN a copy of the executed agreement within five days after it is executed by
the Source.



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3.   RESPONSIBILITIES OF COMPCARE




     3.1   CompCare has entered into Provider Agreements with Participating Providers for the
provision of covered services to Covered Individuals. Although the Provider Agreement is not a
part of this Agreement, the applicable Provider Agreement executed by each Participating Provider
shall govern the relationship between CompCare and any Participating Provider.



     3.2   CompCare is responsible for recruiting and contracting with Participating Providers and
other providers of services offered by CompCare. All communications with Participating Providers
concerning the negotiation, execution or ongoing management and maintenance of Provider Agreements
will be conducted by or through CompCare.



     3.3   CompCare will develop appropriate policies, procedures, protocols and criteria
(collectively, the “Criteria”) for the CompCare Network in order to maintain the integrity of the
CompCare Network. CompCare will provide Participating Providers with such policies, procedures,
information and materials as needed to facilitate Participating Provider’s participation in the
CompCare Network and compliance with established policies and procedures; provided that any
Criteria shall be no more burdensome on HAN or its Sources than CompCare imposes on other of its
clients that do not originate with HAN.



     3.4   CompCare and HAN agree to the use of each other’s name in any marketing, advertising,
solicitation or educational material necessary to further the purposes of this Agreement. Each
party using the other’s name in such materials shall share said materials prior to distribution and
obtain the written consent of the other party whose name is used, which consent shall not be
withheld unreasonably. In all other respects, each party reserves the rights to, and the control
of, the use of their name and all symbols, trademarks, or service marks.



     3.5   CompCare shall provide such educational services to HAN as is reasonably appropriate in
connection with the implementation and operation of this Agreement. Additionally, CompCare shall
provide HAN with such reporting as is reasonably necessary to enable HAN to fulfill its obligations
under the Services Agreements. Such services shall be designed to assist each Source’s Covered
Individuals in their utilization of CompCare’s Participating Providers.



     3.6   If CompCare is required to make any filings by a State Department of Health or State
Department of Insurance, such filings shall be made by CompCare, unless otherwise directed by one
of the respective State Departments.



     3.7   CompCare is not an insurer, guarantor or underwriter of the liability of HAN and/or its
Sources and does not pay claims for covered services under any Plan (except that CompCare does pay
claims on behalf of Plan sponsors when CompCare is providing third party administrator services).
HAN acknowledges and agrees that CompCare is not an insurer, indemnifier or guarantor of payments
owed to Participating Providers in connection with this Agreement or the provision of healthcare,
behavioral healthcare, or other services or supplies under any Plan. Except as expressly set forth
in this Agreement or in any agreement entered into pursuant to this Agreement, CompCare shall have
no responsibility for any healthcare services or supplies or other services provided by
Participating Providers to any Covered Individual or to any other Person.



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     3.8   CompCare shall hold HAN harmless against liability or any additional expenses incurred by
HAN if CompCare is determined by any federal, state, or local governmental authority to be engaged
in activities for which it has failed to obtain a necessary license or permit.



     3.9   During the term of this Agreement (as the same may be extended from time to time) and for
a one (1) year period thereafter, CompCare shall not, either directly or indirectly, for itself or
any third party, hire or solicit, induce, recruit, or cause a person in the employ of HAN or its
subsidiaries to terminate his/her employment by HAN or such subsidiary, for the purpose of joining,
associating or becoming employed by CompCare or any of CompCare’s Affiliates, or any other
company or person which is in competition with any product sold, or any business or activity
engaged in, by HAN at any time during the term of this Agreement without advanced written approval
of both parties.



4.   RESPONSIBILITIES OF HAN




     4.1   HAN shall use its good faith efforts to market and locate Sources who are interested in
contracting with CompCare for services provided by CompCare and its Participating Providers, and
will promptly pre-register such Sources in writing to CompCare for pre-approval by CompCare.



     4.2   HAN will employ a minimum of 1.5 FTEs who are experienced Sales Executives who will be
dedicated to the sale of CompCare’s behavioral health products. These Sales Executives will be
guided by HAN’s Owner and Chief Executive Officer and will be responsive to the direction and
inquiries of CompCare’s Chief Executive Officer or designee.



     4.3   HAN is not an insurer, guarantor, or underwriter of the liability of CompCare or its
Participating Providers and does not provide benefits to Covered Individuals or pay claims for
covered services under any Plan. CompCare acknowledges and agrees that HAN’s responsibilities
pursuant to this Agreement are administrative in nature and that HAN is not an insurer, indemnifier
or guarantor of payments owed to Participating Providers in connection with this Agreement or the
provision of behavioral healthcare services or supplies. Except as expressly set forth in this
Agreement or in any agreement entered into pursuant to this Agreement, HAN shall have no
responsibility for any behavioral healthcare services or supplies or other services provided by
CompCare or Participating Providers to any Covered Individual or to any other Person.



     4.4   HAN shall hold CompCare harmless against liability or any additional expenses incurred by
CompCare if HAN is determined by any federal, state, or local governmental authority to be engaged
in activities for which it has failed to obtain a necessary license or permit.



     4.5   During the term of this Agreement (as the same may be extended from time to time) and for
a one (1) year period thereafter, HAN shall not, either directly or indirectly, for itself or any
third party, hire or solicit, induce, recruit, or cause a person in the employ of CompCare or its
subsidiaries to terminate his/her employment by CompCare or such subsidiary, for the purpose of
joining, associating or becoming employed by HAN or any of HAN’s Affiliates, or any other company
or person which is in competition with any product sold, or any business or activity engaged in, by
CompCare at any time during the term of this Agreement without advanced written approval of both
parties.



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5.   BILLING AND CONSIDERATION: 




     5.1   CompCare shall pay to HAN




	 	(a)	 	a fee (the “Cash Fee”) (computed as provided in SCHEDULE “A”,
Item A) with respect to all Service Agreements entered into during the Term of
this Agreement (as such Term may be extended from time to time), and
	 
	 	(b)	 	a Marketing Fee (computed as provided in SCHEDULE “A”, Item B)
during the initial 24 month Term.





     5.2   CompCare shall pay the Cash Fee to HAN from the payments received by CompCare from each
Source during each calendar month.



     5.3   CompCare shall pay to HAN all Cash Fee payments due HAN under this Agreement within twenty
(20) days after the date on which CompCare receives each payment from the Source. CompCare shall
not be obligated to pay Cash Fees to HAN unless and until it has received cleared or “good” funds
from the Source pursuant to the Services Agreement with such Source. If CompCare fails to pay Cash
Fees, when Cash Fees are due to HAN, within the period provided in this Section 5.3, then such past
due payments will bear interest at the annual interest rate announced by Citibank, NA from time to
time as its prime lending rate.



6.   TERM:




     6.1   This Agreement shall continue in effect for a twenty four (24) month period (the"Term”)
commencing on the date of this Agreement. At the end of the Term (as the same may have been
extended), this Agreement shall automatically renew on the same terms and conditions for subsequent
periods of twelve (12) months each unless (i) terminated in accordance with the terms of this
Agreement, or (ii) either party elects not to renew this Agreement at the end of its then current
Term by written notice given to the other at least sixty (60) days prior to the end of the then
current Term. As used in this Agreement, the “Term” of this Agreement shall include the initial
twenty four (24) month term and any subsequent extensions of the Term of this Agreement.



     6.2   Termination for Default. Either party may terminate this Agreement upon the occurrence of
an Event of Default as defined under Section 7.1 which remains uncured at the end of any applicable
grace period.



     6.3   Immediate Termination. Either party may terminate this Agreement immediately upon notice
to the other if the continuation of this Agreement by such party is found to be in violation of any
law or regulation applicable to such party which would subject such party to regulatory action,
criminal liability or material fines. The party electing to terminate this Agreement pursuant to
this Section 6.3 shall give the other party such advanced notice of the possibility of termination
as is reasonably possible under the circumstances.



     6.4   Notwithstanding
any provision contained in any agreement between HAN and/or CompCare and/or
a Source to the contrary, neither HAN nor CompCare shall take any action



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to terminate any Services Agreement with respect to a Source or to refuse to renew any such
Services Agreement without first giving the other party at least 10 days written notice of such
intended action, unless the Source has breached the provisions of its Services Agreement and such
breach remains uncured at the end of any applicable grace period under such Services Agreement.



7.   DEFAULT AND TERMINATION:




     7.1   The occurrence of any of the following events shall constitute an “Event of Default” under
this Agreement:




	 	(a)	 	If CompCare fails to pay the Cash Fee or Marketing Fee or any
other amount payable to HAN when required by this Agreement, and such failure
remains uncured for more than ten (10) days after written notice of such breach
from HAN.
	 
	 	(b)	 	If a party fails to comply with any of its material obligations
under this Agreement (other than those obligations described in Section 7.1(a),
and such failure remains uncured for more than thirty (30) days after written
notice of such breach is given by the other party.
	 
	 	(c)	 	If a party’s representations or warranties were not true in any
material respect when made.
	 
	 	(d)	 	If a party ceases to conduct its operations in the normal course
of business.
	 
	 	(e)	 	If a receiver is appointed or applied for by a party.
	 
	 	(f)	 	If a petition under the Federal Bankruptcy Act is filed by or
against either party, or a party makes an assignment for the benefit of
creditors.
	 
	 	(g)	 	If the pre-established sales targets are not met by the last day
of the initial Term of this Agreement or thereafter.





     7.2   Remedies. Upon the occurrence of an Event of Default, the aggrieved party shall
be entitled to (a) terminate this Agreement. In the event of any dispute or controversy between
the parties arising out of or in connection with this Agreement, or with regard to performance of
any obligation hereunder by either party (other than a claim of non payment of any amount required
to be paid pursuant to this Agreement), the parties shall:



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	 	(a)	 	In good faith continued to meet their respective obligations as
described in this Agreement, including but not limited to the performance of
services; and
	 
	 	(b)	 	Use reasonable efforts to settle such dispute or controversy
amicably by good faith negotiation for a period not to exceed 30 consecutive
days, commencing upon the receipt of written demand for negotiation setting forth
the basis of the dispute. After the expiration of the 30-day negotiation period,
either party may commence arbitration to resolve such dispute as set forth below.
All disputes or controversies which may arise between the parties hereto out of
or in relation to or in connection with this Agreement or the breach hereof shall
be finally settled by binding arbitration. Unless otherwise agreed to in writing
between the parties, such arbitration will be conducted by and in accordance with
the Rules of the American Arbitration Association, in the form pertaining at the
time the arbitration is initiated. Each party shall select an arbitrator, and
the two arbitrators so selected shall select a third arbitrator. If the two
arbitrators selected are unable to agree upon the name of a third arbitrator,
such third arbitrator shall be appointed from a panel in accordance with the
Rules of the American Arbitration Association. The parties shall use their best
efforts to complete the arbitration proceeding within 3 months from the
expiration of the negotiation period set forth above. Such arbitration shall be
conducted in White Plains, New York under the laws of the New York or such other
location as the parties may mutually agree in writing. Each party, without regard
to the outcome of such arbitration, shall be responsible for their own costs and
expenses of arbitration, including but not limited to the costs and expenses of
their own arbitrator. The non-prevailing party shall be responsible for the cost
and expenses of the third arbitrator. In the event there is no prevailing party,
the arbitrators shall determine the amount of the third arbitrator’s costs and
expenses for which the respective parties to this Agreement shall each be
responsible for fifty percent of such costs.





     7.3   Consequential Damages. Each party hereby waives any right that it might now have
or may in the future acquire to assert any claim against the other for consequential, punitive,
special or incidental damages, for lost profits, or for lost opportunity costs, or for
compensation, reimbursement, or damages on account of the loss of prospective profits or
anticipated sales, or on account of expenditures, investments, leases or commitments in connection
with the business or good will of such party, in connection with any breach by the other party of
its obligations under this Agreement.



     7.4   Modification of Restrictive Covenants. If a court of competent jurisdiction shall
determine that any covenant contained in Article 8 or 9 shall be enforceable only if limited to a
shorter period of time or to a smaller geographical area than is herein expressly provided, or
otherwise limited, then and in such event, such covenant shall be deemed to be limited to the
extent so determined to be enforceable, in the same manner and to the same extent as if such limits
were expressly provided herein. It is the intent of the parties that this Agreement be enforced to
the maximum extent permitted by applicable law



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8.   RESTRICTIVE COVENANTS AND NON-CIRCUMVENTION — BY COMPCARE:




     8.1   CompCare recognizes that HAN’s contacts and relationships with its Sources and their
agents and representatives are extremely valuable business assets of HAN, and that any interference
with such relationships will cause material and irreparable harm to HAN.



     8.2   CompCare acknowledges that HAN has introduced, and will introduce, CompCare to one or more
Sources who may desire to enter into one or more business arrangements with CompCare, the CompCare
Network, or other Persons introduced to such Source by CompCare.



     8.3   CompCare agrees that during the Term of this Agreement (as the same may be extended
pursuant to Section 6 or by agreement of the parties) and for a two (2) year period thereafter,
neither it, nor any of CompCare’s Affiliates shall, without HAN’s prior written consent in each
instance, either directly or indirectly, negotiate with or enter into any agreement directly with
any Source.



     8.4   CompCare acknowledges that the restrictions contained in this Article 8 are necessary for
the reasonable protection of HAN and that HAN would not enter in to this Agreement or introduce
CompCare to any Source if CompCare did not agree to the provisions of this Article 8.



     8.5   During the Term of this Agreement, if CompCare desires to contract directly with any
Source for commercial, Medicaid, Medicare or any other type of business, then CompCare shall pay
HAN the compensation provided in Article 5 hereof.



     8.6   If any of the provisions of this Article 8 are breached by CompCare or any of its
Affiliates, then, as compensation for such breach, CompCare shall provide HAN with an accounting
of, and shall pay to HAN an amount equal to, all net revenues received by CompCare or its Affiliate
as a result of such breach.



     8.7   During the Term of this Agreement and during the twelve (12) month period
following the last day of the Term, CompCare will not, directly or indirectly, hire any
employee of HAN or solicit or induce an employee of HAN to leave HAN for employment with CompCare
or any other person, excluding through general solicitations of employment such as through the
newspaper or industry journals, unless approved in advance and in writing by HAN.



9.   RESTRICTIVE COVENANTS AND NON-CIRCUMVENTION — BY HAN:




     9.1   HAN recognizes that CompCare’s contacts and relationships with the Participating Providers
are extremely valuable business assets of CompCare, and that any interference with such
relationships will cause material and irreparable harm to CompCare.



     9.2   HAN acknowledges that CompCare has introduced HAN to the CompCare Network Providers and
certain strategic partners which may desire to enter into one or more business



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arrangements with HAN or its Sources in which case HAN and its Sources must obtain the express
written consent of CompCare in advance of any such business arrangement.



     9.3   HAN agrees that during the Term of this Agreement (as the same may be extended pursuant to
Section 6 or by agreement of the parties) and for a two (2) year period thereafter, it, nor any of
HAN’s Affiliates shall, without CompCare’s prior written consent in each instance, either directly
or indirectly, negotiate with or enter into any agreement directly with any other managed
behavioral healthcare company.



     9.4   HAN agrees that during the Term of this Agreement (as the same may be extended pursuant to
Section 6 or by agreement of the parties) and for a two (2) year period thereafter, neither it nor
any of its Affiliates shall, without CompCare’s prior written consent in each instance, either
directly or indirectly, negotiate with or enter into any agreement for access to behavioral
healthcare services directly with the CompCare Network.



     9.5   HAN acknowledges that the restrictions contained in this Article 9 are necessary for the
reasonable protection of CompCare and that CompCare would not enter in to this Agreement or
introduce HAN to the CompCare Network if HAN did not agree to the provisions of this Article 9.



     9.6   If HAN or any Affiliate of HAN breaches any of the provisions of this Article 9, then, as
compensation for such breach, HAN shall provide CompCare with an accounting of, and shall pay to
CompCare an amount equal to, all net revenues received by HAN or its Affiliate as a result of such
breach.



     9.7   During the Term of this Agreement and during the twelve (12) month period following the
last day of the Term, HAN will not, directly or indirectly, hire any employee of CompCare or
solicit or induce an employee of CompCare to leave CompCare for employment with HAN or any other
person, excluding through general solicitations of employment such as through the newspaper or
industry journals, unless approved in advance and in writing by CompCare.



10.   CONFIDENTIALITY




     10.1   Definition. As used in this Section 10, the term Confidential Information means any
information or materials which is disclosed by one party or its Affiliates or agents (Disclosing
Party) to the other party or any of its Affiliates or agents (Receiving Party), either orally or in
writing, with respect to any aspect of the Disclosing Party’s business affairs. Such term
includes, without limitation, the Disclosing Party’s business records and plans, financial
statements and data, customer lists and records, trade secrets, technical information, products,
product and service design information, pricing structure and discounts, costs, computer programs
and listings, personnel data and other proprietary information of the Disclosing Party and its
subsidiaries. Such term also includes the identity of each Payor and of each Participating
Provider.



     10.2   Exclusions. The term Confidential Information does not include any information which: (a)
is generally known to the trade or the public at the time of disclosure by the Disclosing Party to
the Receiving Party; (b) becomes generally known to the trade or the public subsequent to the time
of such disclosure, provided such general knowledge was not the result of a breach of this



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Agreement by the Receiving Party or its Affiliates; (c) is known to the Receiving Party at the
time of disclosure; (d) is obtained from a third party who, to the best knowledge of the Receiving
Party, is not under any obligation to keep such information confidential; or (e) is independently
developed by employee(s), agent(s), or representative(s) of the Receiving Party as a result of its
own efforts and not as a result of the disclosure of the same information by the Receiving Party.



     10.3   Treatment of Information. Each party understands and acknowledges that the other party’s
Confidential Information has been developed by such other party by the investment of significant
time, effort and expense and that the Confidential Information is a valuable, special and unique
asset of such other party and provides it with a significant competitive advantage. Therefore, no
Receiving Party nor its Affiliates shall copy or duplicate any Disclosing Party“s Confidential
Information or use any Disclosing Party=s Confidential Information for its=s own use or
benefit or any other commercial purpose other than performance of the Receiving Party“s
responsibilities (including related internal administrative functions) under this Agreement.
Additionally, each Receiving Party agrees to hold in confidence and not to disclose any of the
Disclosing Party’s Confidential Information to any person or entity without the Disclosing Party’s
prior written consent in each instance. Each Receiving Party will only disclose Confidential
Information to its agents, employees and representatives who need to know such information for the
purposes of enabling the Receiving Party to perform its obligations under this Agreement. Prior to
disclosing a Disclosing Party=s Confidential Information to any of its agents, employees or
representatives, each Receiving Party will advise such agent, employee or representative of this
confidentiality agreement and will have satisfied itself that such agent, employee or
representative will treat the Confidential Information in the manner required by this Agreement.



     10.4   Return of Information. Following termination of this Agreement, each party shall return
to the other any written Confidential Information, together with any copies or extracts of such
Confidential Information that belong to such other party. Any Confidential Information in the
possession of a Receiving Party or its agents, employees or representatives not so requested and
returned, and oral Confidential Information and writings based thereon, will be destroyed or will
be held by the Receiving Party and its agents, employees or representatives and kept subject to the
terms of this Agreement.



     10.5   Required Disclosure. If a Receiving Party, or its agents, employees or representatives
become legally compelled (by deposition, interrogatory, request for documents, subpoena or similar
process) to make a disclosure which would violate the terms of this Agreement, such party shall
provide the Disclosing Party with prompt prior written notice of such requirement so that the
Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance
with the terms of this Agreement.



     10.6   Permitted Disclosure. With respect to each CompCare Network that HAN and its Payors have
obtained access to pursuant to the provisions of this Agreement, HAN and its Payors may use
CompCare’s name, business address, business telephone number and such other information as is
deemed to be reasonably necessary or appropriate by HAN and its Payors for the purpose of informing
Payors and Eligible Persons about the CompCare Network.



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11.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPCARE: 




     CompCare represents and warrants to, and covenants with, HAN that:  



     11.1   CompCare is a corporation duly organized and validly existing under the laws of the State
of Nevada and has full corporate and legal power and authority to execute and deliver this
Agreement and perform its obligations hereunder and pursuant to the transactions contemplated
hereby and thereby.



     11.2   CompCare is not a party to, or subject to, or bound by any agreement or judgment, order,
writ, injunction or decree of any court or governmental body which contains any provisions which
would or could operate to prevent the carrying out of this Agreement or any of the transactions
contemplated thereby.



12.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF HAN:




     HAN represents and warrants to, and covenants with, CompCare that:



     12.1   HAN is a corporation duly organized, validly existing and in good standing under the laws
of the State of New York with full corporate power and authority to enter into this Agreement and
to perform its obligations hereunder.



     12.2   HAN is not a party to, or subject to, or bound by any agreement or judgment, order, writ,
injunction or decree of any court or governmental body which contains any provisions which would or
could operate to prevent the carrying out of this Agreement or any of the transactions contemplated
hereby.



     12.3   The execution, delivery and performance of this Agreement by HAN has been duly and
effectively authorized by its Board of Directors and each other person or entity having a right to
authorize, approve or consent to this Agreement.



13.   MISCELLANEOUS PROVISIONS: 




     13.1   Notices. Any notice given or required to be given pursuant to any provision of
this Agreement shall be in writing and shall either be personally delivered or sent by a reputable
commercial courier service guaranteeing overnight delivery, and shall be deemed to have been given
upon receipt if personally delivered, or, upon delivery to such courier, with delivery charges
prepaid, if sent by such a courier, in either case addressed to the following addresses:



	 	 	 	 	 
	 

	 	If to HAN:
	 	Health Alliance Network, Inc.
	 

	 	 	 	1305 Mamaroneck Avenue
	 

	 	 	 	White Plains, NY 10605
	 

	 	 	 	Attn: Anthony V. Milone






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	 	If to CompCare:
	 	Comprehensive Care Corporation
	 

	 	 	 	204 S. Hoover Boulevard, Suite 200
	 

	 	 	 	Tampa, Florida 33609

	 

	 	 	 	Attn: Mary Jane Johnson






     Any party may change the address to which notices, requests, communications to such party
shall be delivered personally or mailed by giving notice thereof to the other parties hereto in the
manner herein provided. Notices shall be deemed given at the time they are delivered personally or
three days after they are mailed or sent in the manner set forth above.



     13.2   Survival of Representations. All statements contained herein shall be deemed to
be representations, warranties, covenants and agreements made by the respective parties to this
Agreement and shall survive the consummation of the transactions contemplated hereby.



     13.3   Confidentiality. Each party agrees that this Agreement and the materials and
information supplied by the parties in performing this Agreement shall be kept confidential, unless
specifically authorized otherwise in writing, and may not be distributed except for appropriate
activities related to the performance of this Agreement.



     13.4   Entire Agreement. This Agreement and the Exhibits and Schedules hereto and the
agreements referred to herein supersede all prior discussions and agreements between the parties
with respect to the matters contained herein and therein, and this Agreement and the Exhibits and
Schedules annexed hereto and the documents referred to herein contain the sole and entire agreement
between the parties hereto with respect to the transactions contemplated hereby.



     13.5   Amendments. No provision of this Agreement may be extended, changed, waived,
modified or amended unless the same is contained in a writing that is fully executed by the party
against whom such matter is asserted.



     13.6   Waiver. The waiver by either party of any breach of any provision of this
Agreement shall not be construed as a waiver of any subsequent breach of the same or any other
provision. A waiver on one occasion shall not be deemed to be a waiver on a future occasion. The
failure to exercise any right hereunder shall not operate as a waiver of such right.



     13.7   Execution in Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.



     13.8   Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to contracts made and to be performed entirely
within such state.



     13.9   Headings. The subject headings at the beginning of the articles and Sections are
for convenience in locating the context, but are not part of the context. Unless otherwise
specifically set forth in this Agreement to the contrary, all references to Sections, Exhibits and
Schedules refer to portions of this Agreement.



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     13.10   Expenses. Each party hereto shall bear its own expenses except as otherwise
provided herein, including, without limitation, liabilities or obligations for expenses, taxes or
fees incident to or arising out of the negotiation, preparation, approval or authorization of this
Agreement or the consummation (or preparation for the consummation) of the transactions
contemplated hereby, and all attorneys’ and accountants’ fees required by this
Agreement.



     13.11   Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be deemed to be prohibited or invalid under such applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity, and such
prohibition or invalidity shall not invalidate the remainder of such provision or the other
provisions of this Agreement.



     13.12   Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, successors and permitted assigns.



     13.13   Assignment. Except as provided in this Section 13.13, this Agreement may not be
assigned by either party hereto without the prior written consent of the other party, which consent
may be withheld for any or no reason. Each party may assign its rights under this Agreement to (i)
its Affiliates, (ii) any Person into which or with which it may be merged, and (iii) any Person
that acquires all or substantially all of its assets.



     13.14   Independent Contractors. The parties acknowledge that they are, and shall
remain, independent contractors and that the execution of this Agreement by each of them, does not
create, nor shall it be construed as creating, any relationship of principal and agent, of
partnership or joint-venture between them, and that neither party shall be severally or jointly
responsible for the acts of the other party. The parties also acknowledge that HAN has no dominion
or control over, or direct contractual agreement with, any Source, and has no control over the
relationship between any Eligible Person and any Source, or any of Source’s personnel, or the
administration of any Plan.



     13.15   Non-Exclusivity. No provision contained in this Agreement shall be construed to
require either party to this Agreement to deal exclusively with the other or to grant the other a
right of first refusal as to any business opportunity that is related or unrelated to the subject
matter of this Agreement.



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     IN WITNESS WHEREOF, this Marketing Agreement has been executed as of the date and year first
above written.



	 	 	 	 	 
	 	COMPREHENSIVE BEHAVIORAL CARE, INC.

 	 
	 	By:  	/s/ Mary Jane Johnson
 	 
	 	 	Mary Jane Johnson,  President 	 
	Date:  August 3, 2005 	 	 	 
	 
	 	HEALTH ALLIANCE NETWORK, INC.

 	 
	 	By:  	Anthony V. Milone
 	 
	 	 	Anthony V. Milone, President 	 
	Date:  August 3, 2005 	 	 	 



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 SCHEDULE “A”




FEE SCHEDULE




A.   CASH FEE





     For each Services Agreement entered into during the Term by CompCare and a Source introduced
to CompCare by HAN or a HAN Affiliate which has been registered and approved by CompCare, CompCare
shall pay HAN a fee (the “Cash Fee”) with respect to services provided by CompCare to such Source
during the first five years of such Services Agreement (or any amendment, revision, extension or
replacement of such Services Agreement). The Cash Fee shall be computed with respect to revenues
actually collected by CompCare and shall be paid to HAN as and when such revenues are collected by
CompCare.



     The “Cash Fee” shall be computed for each Services Agreement and shall equal the sum of:




	 	(a)	 	3% of the gross revenues received by CompCare from such Services Agreement
computed at the Most Favored Nations Pricing rate as determined by CompCare for such
Services Agreement; plus
	 
	 	(b)	 	50% of gross revenues received by CompCare from such Services Agreement to the
extent that such gross revenues exceed 103% of the Most Favored Nations pricing for
such Services Agreement.




By way of example, if the Most Favored Nations Pricing is determined by CompCare to equal $2.0
million for a Services Agreement, and HAN negotiates at a price from the Source of $3.0
million, then CompCare shall pay to HAN a Cash Fee as follows:




	 	 	 	 	 
	 

	 	$2.0 million x 3%
	 	=$60,000
	 

	 	+ $940,000* x 50%
	 	=$470,000
	 

	 	 	 	 
	 

	 	TOTAL CASH FEE DUE HAN    
	 	=$530,000
	 

	 	 	 	 






B.   HAN MARKETING FEE




     CompCare shall pay HAN the following amounts (“Marketing Fee”) in addition to the Cash Fee:



     1.   During the initial 24 months of the Term of this Agreement (unless terminated early
pursuant to such Agreement), CompCare shall pay HAN a marketing fee of $15,000 each month
commencing on August 1, 2005. Such fee is inclusive of all HAN ordinary out-of-pocket expenses
except for those expenses related to travel for the purpose of sales. Extraordinary expenses
(e.g., Exhibits, entertainment, etc) will be paid if pre-approved by CompCare.



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     2.   CompCare will pay HAN a bonus payment of $9,000 per quarter if CompCare reports quarterly
profits between $12,000 and $29,999 for any fiscal quarter. CompCare will pay HAN a bonus payment
of $21,000 per quarter if Compcare reports quarterly profits of $30,000 or more for any fiscal
quarter.



     3.   The parties shall review the Marketing Fee on a semi-annual basis to assess performance and
to determine whether to increase such fee as they may agree at such time.



     4.    Maximum payments to HAN, inclusive of all Cash Fees and Marketing Fees and bonuses, shall not
exceed $1,000,000 in any fiscal year.




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