amacore_8k-ex1015.htm


    Exhibit
10.15

    


    EMPLOYMENT
AGREEMENT

    


    


    THIS EMPLOYMENT AGREEMENT
(hereinafter referred to as the “Agreement”) made as of the Effective Date
indicated below, by and among Howard Knaster, an individual whose address is
2321 Deer Creek Trail, Deerfield Beach, Florida 33442  (hereinafter
referred to as "Executive"); US Health Benefits Group, Inc., a Florida
corporation whose address is 555 SW 12th Avenue,
Suite 107 & 120, Pompano Beach, FL 33076 (“USHBG”), US Healthcare Plans,
Inc. (“USHCP”), On The Phone, Inc. (“OTP”) (USHBG, USHCP and OTP are hereinafter
collectively referred to as the  “Company”) (hereinafter referred to
as the “Company”) and The Amacore Group, Inc., a Delaware corporation whose
address is 195 International Parkway, Suite 101, Lake Mary, FL
32746  (hereinafter referred to as "AGI").

    


    RECITALS

    


    WHEREAS, the Company and AGI
desire to retain the services of Executive (a) to render Executive’s services to
the Company as the Company’s Senior Vice President, on the terms and conditions
as more particularly set forth herein and (b) to AGI as a Manager of AGI call
centers, on the terms and conditions more particularly set forth herein;
and

    


    WHEREAS, Executive is
agreeable to rendering such services to the Company and AGI on the terms and
conditions set forth herein; and

    


    NOW THEREFORE, in
consideration of the foregoing and of the mutual covenants and restrictions
contained herein, and other valuable consideration, the receipt of which is
hereby acknowledged, each of the Parties, their respective personal
representatives, heirs, successors and assigns, intending to be legally bound
hereby agree as follows:

    


    
      SECTION
1: Incorporation of
Recitals

    

    


    
      
        	
              	
                (a)

              	
                Incorporation
      of Recitals.  The above recitals are true and correct and
      are hereby incorporated herein by
reference.

              


      

    

    


    SECTION 2:  Employment
Term, Duties and Acceptance.

    


    
      
        	
              	
                (a)

              	
                Company
      hereby retains Executive as Company's Senior Vice President of Marketing
      for a period of three (3) years or such later date to which this
      Employment Agreement is otherwise extended or renewed by written
      instrument signed by both Parties, commencing on the date hereof
      (“Commencement Date”) (hereinafter referred to as the "Employment
      Period"), to render his services to Company upon the terms and conditions
      herein contained. As Company’s Senior Vice President, Executive shall be
      primarily responsible for the operation of the Company, report to and be
      responsible to AGI’s Chief Executive Officer, its’ President, and its’
      Board of Directors.  As Company’s Senior Vice President,
      Executive will also serve as Senior Vice President of AGI’s USHBG
      division. Unless a new employment agreement is entered into by the
      parties, this Employment Agreement shall automatically be renewed for
      successive one (1) year periods unless either party notifies the other in
      writing no later than ninety (90) days prior to the expiration of the
      Employment Period that this Employment Agreement will terminate upon
      expiration of the Employment
Period.

              


      

    

    


    
      
        	
              	
                (b)

              	
                Executive
      hereby accepts the foregoing employment and agrees to render his services
      to the Company and AGI in such a manner as to reflect his best efforts and
      professional standards. In furtherance of Executive performing the duties
      assigned to him under this Agreement, AGI agrees, at its own cost, to
      provide Executive with the staff, products, and equipment reasonably
      requested by Executive so as to enable him to carry out such
      duties.

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


    
      
        	
              	
                (c)

              	
                The
      Parties agree that Executive shall devote his full business time,
      attention and energies to the business of Company and shall not during the
      term of this Agreement enter into any other business activity that
      interferes with Executive’s duties and responsibilities for Company and
      AGI, unless approved in writing by Company and/or AGI. The foregoing
      notwithstanding, the Parties recognize and agree that Executive may engage
      in personal investments, other business activities and civic, charitable
      or religious activities which do not conflict with the business and
      affairs of AGI or Company or interfere with Executive's performance of his
      duties hereunder.

              


      

    

    


    
      
        	
              	
                (d)

              	
                Executive
      shall also manage AGI call centers, whether now owned or controlled, by
      AGI, or whether acquired or controlled by AGI during the Term of this
      Agreement.  In this capacity, Executive shall have management
      and oversight responsibilities for overall call center performance, call
      center production, call center infrastructure and operations, call center
      quality control, center regulatory and legal compliance with telemarketing
      laws, call center staffing, call center technology, and call center
      financial modeling. Executive’s services shall be performed principally at
      Company headquarters in Broward County, Florida.  However, from
      time to time, Executive may also be required by his job responsibilities
      to travel on Company business, and Executive agrees to do
      so.  Executive shall not be required to relocate from the
      Broward County, Florida area.  Executive shall be indemnified
      for serving in any and all such capacities on a basis consistent with that
      provided by AGI or the Company to similarly situated executive officers of
      any subsidiaries of AGI.

              


      

    

    


    
      
        	
              	
                (e)

              	
                Executive
      shall have no authority to contractually or financially bind AGI or the
      Company.

              


      

    

    


    SECTION 3: Compensation

    


    
      	
               
      

            	
              (a)

            	
              During
      the first annual term of this Agreement, Executive shall receive
      compensation of one hundred thousand dollars ($100,000.00) ( “Base
      Salary”).  This compensation may, at Executive's election, be
      accrued, in whole or in part. Executive’s compensation shall be payable in
      accordance with the general payroll practices of the Company as are from
      time to time, in effect, less such deductions or amounts as shall be
      required to be withheld by applicable law or regulation.  The
      Parties shall, one month before the conclusion of the first annual term,
      negotiate a revised base salary for the second annual term (“Second Year
      Base Salary”).  The amount of the Second Year Base Salary shall
      become effective once mutually approved in writing by Company, AGI, and
      Executive.  Should the Parties fail to reach agreement on a
      Second Year Base Salary, Executive may elect to maintain the Base Salary
      at the level of the first annual term together with an increase in
      accordance with the Consumer Price Index at the time of renewal for
      Broward County, or to terminate this Agreement.  The Parties
      shall, one month before the conclusion of the second annual term,
      negotiate a revised base salary for the second annual term (“Third Year
      Base Salary”).  The amount of the Third Year Base Salary shall
      become effective once mutually approved in writing by Company, AGI, and
      Executive.  Should the Parties fail to reach agreement on a
      Third Year Base Salary, Executive may elect to maintain the Base Salary at
      the level of the second annual term together with an increase in
      accordance with the Consumer Price Index at the time of renewal for
      Broward County, or to terminate this
Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Unless
      Executive is otherwise covered during the Employment Period, the Company
      agrees on behalf of Executive to obtain and pay for the Company’s standard
      health insurance policy afforded other executives of
  AGI.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Executive
      shall be entitled to reasonable paid vacation time, sick leave and time to
      attend professional meetings comparable to that offered AGI executives in
      comparable positions.  For the purposes of this Agreement,
      reasonable vacation time shall be deemed to mean five (5)
      weeks.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Company
      shall promptly pay or reimburse Executive for reasonable professional
      expenses incurred in the performance of services under this Agreement
      during the Employment Period, upon presentation of expense statements, and
      subject to the Company’s expense reimbursement policies and
      procedures.  Vouchers or such other supporting documentation may
      reasonably be required.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (e)

            	
              During
      the Employment Period, Executive shall be entitled to such health
      insurance and other benefits, as may be provided to other comparable
      executives at AGI or Company, in accordance with the policies, programs
      and practices of AGI which are in effect from time to time after the
      effective date of this Agreement.

            


    

    


    SECTION 4: Incentive
Bonus

    


    
      	
               
      

            	
              (a)

            	
              Incentive Bonus
      Generally.  In addition to the Base Salary, Executive
      shall also be eligible to receive performance incentive bonuses during
      Executive’s employment with AGI and the Company for sales made through AGI
      Call Centers and Company Call Centers (“Executive Call Centers”),
      Executive shall also be eligible to receive incentive bonuses for sales
      made through Sub-Producer Call Centers managed by Executive (“Executive
      Sub-Producer Call Centers”), as described below (“Incentive Bonus
      Compensation”).  The Parties acknowledge and agree that
      Executive shall only receive compensation for Executive Sub-Producer Call
      Centers listed on Exhibit A to this Agreement, which may be amended from
      time to time by the Parties.  All bonus compensation shall be
      subject to applicable payroll processes, withholdings, and employment
      taxes. The amount of Executive’s incentive bonuses will be determined by
      the measurable formulaic goals as more particularly set forth in this
      Section 4.  All Incentive Bonus payments owed and paid to
      Executive under this Section Four shall be paid to Executive during the
      first pay period of the month following their receipt by AGI or
      Company.  Where commissions are being paid to AGI or Company by
      a third party (“Third Party Commissions”), any attendant Incentive Bonus
      payments due Executive from the Third Party Commissions, as defined
      herein, shall be paid to Executive in proportion to, and in a manner
      commensurate with, the nature of the payments made to AGI or Company,
      which may vary by carrier and by
product.

            


    

    


    
      	
               
      

            	
              Illustration.  If,
      upon enrollment of a member or subscriber, “Insurance Carrier ABC” pays
      AGI or Company an advance commission of nine (9) months on a two hundred
      twenty dollar ($220.00) per month product, with twenty dollars ($20.00) in
      non-commissionable fees on the product per month, then Executive shall be
      entitled to two percent (2%) of one thousand eight hundred dollars
      ($1,800.00), or thirty six dollars
($36.00).

            


    

    


    
      	
               
      

            	
              (b)

            	
              Insurance Carrier
      Products Sold Through Company.  Executive shall receive
      two percent (2%) of the Net Sales Price of insurance carrier product sales
      made through Executive Call Centers.  For the purposes of this
      Section, “Net Sales Price” shall mean the retail price of the insurance
      carrier products sold by Executive Call Centers, net of any cash refunds
      to members, charge backs, non-commissionable fees, and credits from
      preceding months.   Executive shall also be entitled to ten
      percent (10%) of all renewal income, including any renewal income received
      by AGI or Company from and after the thirteenth month of any policy, where
      applicable, and when paid to AGI or Company by any carrier for any product
      sales made through Executive Call Centers.  “Renewal Income”
      shall be further defined as any income paid to AGI or Company by an
      insurance carrier for members or subscribers enrolled through Executive
      Call Centers who renew with the insurance carrier.  Further,
      should an enrollment/application fee be charged to any member or
      subscriber enrolled through Executive Call Centers, Executive shall
      receive five dollars ($5.00) for each enrollment/application fee for which
      there is at least $20 in Application Fee Override, as defined below,
      except that with respect to enrollment/application fees received from
      Global Med Plans, Executive shall receive four dollars ($4.00) per
      enrollment/application. “Application Fee Override” shall be defined as the
      amount of the enrollment/application fee left over after all other
      parties, except for AGI and Executive, have been paid their contracted
      portion of the enrollment/application
fee.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      
        	
                 

              	
                Illustration.  If
      the Net Sales Price of an “Insurance Carrier ABC” product sold by
      Executive Call Center is two hundred dollars ($200.00) per month, and
      there are twenty dollars ($20.00) in non-commissionable fees on that
      product, Executive would be entitled to two percent (2%) of one hundred
      eighty dollars ($180.00), equaling an incentive bonus of three dollars and
      sixty cents ($3.60) per member.  Executive would receive
      Incentive Bonus monies for April during the first pay period of May
      2009.

              


      

    

    


    
      	
               
      

            	
              (c)

            	
              Amacore-Branded
      Insurance Products.  Executive shall receive four percent
      (4%) of the Net Sales Price of Amacore-branded insurance product sales
      made through Executive Call Centers.  For the purposes of this
      Section, “Net Sales Price” shall mean the retail price of the
      Amacore-Branded Insurance products sold by Executive Call Centers, net of
      any cash refunds to members, charge backs, non-commissionable fees, and
      credits from preceding months. Incentive Bonus revenue for Amacore-Branded
      Insurance Products, subject to the provisions of this Agreement, shall be
      paid to Executive on an ongoing basis for so long as AGI or Company
      derives revenue from the applicable program and Executive Call
      Center.    Further, should an enrollment/application
      fee be charged to any member or subscriber enrolled through Executive Call
      Centers, Executive shall receive five dollars ($5.00) for each
      enrollment/application fee for which there is at least $20 in Application
      Fee Override, as defined below, except that with respect to
      enrollment/application fees received from Global Med Plans, Executive
      shall receive four dollars ($4.00) per enrollment/application.
      “Application Fee Override” shall be defined as the amount of the
      enrollment/application fee left over after all other parties, except for
      AGI and Executive, have been paid their contracted portion of the
      enrollment/application fee.

            


    

    


    
      
        	
                 

              	
                Illustration.  If
      the Net Sales Price of Amacore’s branded insurance product “SmartHealth
      Basic” sold by Executive Call Center is thirty dollars ($30.00) per month,
      Executive would be entitled to four percent (4%) of thirty dollars
      ($30.00) equaling an incentive bonus of one dollar and twenty cents
      ($1.20) per member. Executive would receive Incentive Bonus monies for
      April during the first pay period of May
2009.

              


      

    

    


    
      	
               
      

            	
              (d)

            	
              Executive Managed
      Sub-Producer Call Centers.  The Parties agree that there
      are Executive Managed Sub-Producer Call Center relationships that precede
      this Agreement (“Current Sub-Producers”).  Incentive Bonus
      compensation due Executive for Current Sub-Producers shall be documented
      on Exhibit A to this Agreement.  The Parties agree that all
      Current Sub-Producers, and their attendant compensation is detailed on
      Exhibit A to this Agreement.  The Parties also agree that there
      will be Executive Managed Sub-Producer Call Center relationships that
      develop following execution of this Agreement (“Future
      Sub-Producers”).  For Future Sub-Producers, compensation due
      Executive shall be ten percent (10%) of AGI Product Net Profit or Product
      Net Commission, as defined below, whichever is applicable, Whether for
      Current Sub-Producers or Future Sub-Producers, Incentive Bonus
      Compensation due Executive shall be
determined:

            


    

    


    
      
        	
              	
                i.

              	
                for
      Amacore-branded products, based on AGI’s Product Net Profit, which shall
      be defined as the Net Sales Price charged to the consumer, less ACTUAL
      provider/carrier product cost(s) CHARGED TO AMACORE BY PROVIDER/CARRIER,
      commissions paid to brokers and/or Sub-Producers, refunds to the consumer,
      charge backs, and non-commissionable fees.  The Parties
      understand and agree that it is in their mutual best interest with regard
      to the competitiveness of their pricing structure and attractiveness of
      AGI programs in the marketplace to keep non-commissionable fees as low as
      possible.

              


      

    

    


    
      
        	
              	
                ii.

              	
                and,
      for insurance carrier products or products offered by third parties, based
      on AGI’s Product Net Commission, which shall be defined as the total
      revenue received from a provider/carrier for a sale, enrollment, or
      subscription, whichever may be
applicable.

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    AGI and
Company reserve the right to adjust AGI product costs and/or non-commissionable
fees based on changes in carrier or provider pricing, or when market conditions
necessitate.  AGI and Company shall consult with Executive in advance
of any adjustment to AGI product costs and/or non-commissionable fees for
programs sold through Executive Managed Call Centers or Sub-Producers.. Further,
should an enrollment/application fee be charged to any member or subscriber
enrolled through Executive Call Centers, Executive shall receive five dollars
($5.00) for each enrollment/application fee for which there is at least $20 in
Application Fee Override, as defined below, except that with respect to
enrollment/application fees received from Global Med Plans, Executive shall
receive four dollars ($4.00) per enrollment/application. “Application Fee
Override” shall be defined as the amount of the enrollment/application fee left
over after all other parties, except for AGI and Executive, have been paid their
contracted portion of the enrollment/application fee.

    


    
      	
               
      

            	
              (e)

            	
              Other
      Sales.  Any product or service sales through Executive
      Call Centers, Executive Sub-Producer Call Centers, or through Executive
      not herein defined shall be determined by written agreement between the
      Parties.  Prior to the execution of this Agreement, Executive
      shall disclose to AGI any commission or fee agreement or commission or fee
      arrangement with any employee, broker, consultant, sub-producer, marketer,
      call center, or other third party for any products sold by
      Company.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Non-Commissionable
      Fees.  AGI and Company agree that the amounts of any
      non-commissionable fees applied to any products sold by Executive Call
      Centers shall be the same amounts of any non-commissionable fees applied
      to all other marketers or other entities contracted with or otherwise
      engaged by AGI, the Company or any affiliate thereof to sell insurance
      carrier products and/or Amacore-branded
  products.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Vesting.  Executive’s
      Incentive Bonus Compensation shall be subject to a limited vesting as
      follows:  (i) should this Employment Agreement remain in effect
      for at least one (1) year, Incentive Bonus Compensation shall be vested
      for a total vested period of six (6) months; (ii) should this Employment
      Agreement remain in effect for at least two (2) years, Incentive Bonus
      Compensation shall be vested for a total vested period of twelve (12)
      months; (iii) should this Employment Agreement remain in effect for a
      period of three (3) years, Incentive Bonus Compensation shall be vested
      for a total vested period of eighteen (18)
  months.

            


    

    


    
      
        	
              	
                (h)

              	
                Accounting.
      Executive
      shall have ongoing access to provider/carrier
      product cost(s) charged to AGI by provider/carriers, commissions paid to
      brokers and/or Sub-Producers, and non-commissionable fees.  If a
      discrepancy shall be discovered indicating that AGI has overpaid or
      underpaid Executive, then AGI and Executive shall work to immediately
      address the discrepancy.

              


      

    

    


    
      
        
          	
                	
                  (i)

                	
                  Complete
      Compensation.  The salary, benefits, and Incentive Bonus
      Compensation described in this Agreement shall be the sole compensation
      derived by Executive for services under this Agreement or for any product,
      service, data, or other property related to AGI or the Company, exclusive
      of payments related to the sale by Executive of the Company to
      AGI.  Further, Executive shall not, and shall not permit
      Company’s employees to, absent written agreement by AGI, sell, transfer,
      or otherwise give any AGI data or leads to any third
  party.

                


        

      

    

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    SECTION 5:  Disability
and Death.

    


    
      	
               
      

            	
              (a)

            	
              Upon
      the disability, as defined in subparagraph 5(b) hereof, of Executive
      during the Employment Period, Company may, in its sole discretion,
      terminate Executive's employment; provided that if the Company elects to
      so terminate Executive's employment, Executive shall be entitled to
      receive,  immediately upon such termination in a lump sum
      payment, (i) accrued but unpaid salary, (ii) expense reimbursement, (iii)
      accrued but unpaid Incentive Bonus Compensation,  and (iv) an
      amount from the Company monthly which, when added to the amount received
      by the Executive from any disability policy in effect for the Executive at
      the time of his disability will equal the Executive's salary for a twelve
      (12) month period following the date of disability termination, as if the
      disability termination had not occurred. In addition, on an ongoing basis
      consistent with the payment amounts and payment terms detailed herein, AGI
      shall pay to Executive any Incentive Bonus Compensation, as herein
      defined, vested as of the date of Executive’s disability termination, for
      the number of months vested as of the date of Executive’s disability
      termination. Provided, however, in the event Executive partially perform
      and discharge the duties previously performed by him for Company, nothing
      herein shall prevent the Executive from continuing his duties in a
      part-time capacity, at a level of Compensation to be determined at that
      time.

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      purposes of this Agreement the term "disability" shall mean Executive's
      inability to continue to materially and substantially perform and
      discharge the duties previously required of him on behalf of the Company
      for an aggregate period exceeding three (3) consecutive months within any
      twelve (12) month consecutive
period.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      the event that Company intends to terminate the employment of Executive
      because of disability, Company shall give the Executive no less than
      thirty (30) days’ prior written notice of its intention to terminate
      Executive’s employment.  In the event that Executive denies that
      he is disabled from performing the material functions of his job, and
      there is a dispute between the Parties as to what constitutes a
      disability, such dispute shall be finally determined by a physician
      mutually agreed upon by Executive and Company. If a mutually acceptable
      physician cannot be selected, such designations shall be made by Executive
      and Company each choosing a physician, which shall then mutually select a
      third physician (collectively called the "panel"). The panel's
      determination shall be made by majority vote and such determination shall
      be deemed binding and conclusive. The Parties agree to fully cooperate
      with whatever procedures and examinations may be required in order to
      allow the panel to make its
determination.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Upon
      the death of Executive, this Agreement shall automatically terminate.
      Executive’s legal representative shall be entitled to receive, immediately
      upon such termination, in a lump sum payment, accrued but unpaid salary,
      expense reimbursement and Incentive Bonus Compensation payable to
      Executive as of the date of Executive’s death,  In addition, on
      an ongoing basis consistent with the payment terms detailed herein, AGI
      shall pay to Executive’s legal representative the Base Salary, Second Year
      Base Salary and Third Year Base Salary not previously paid to Executive,
      as well as Incentive Bonus Compensation, as herein defined, for a period
      of twelve (12) months commencing on the date of Executive’s
      death.  In said circumstance, no additional vested Incentive
      Bonus Compensation shall be
payable.

            


    

    


    SECTION 6:  Termination
of Employment.

    


    
      	
               
      

            	
              (a)

            	
              In
      the event of (i) termination of this Agreement by Executive not for cause,
      (ii) resignation of Executive not for cause, (iii) material failure in
      office by Executive in the performance of his duties hereunder after
      notice and a reasonable time to cure, which shall be no less that thirty
      (30) days, (iv) material breach by Executive of the material covenants and
      conditions set forth herein this Agreement after notice and a reasonable
      time to cure, which shall be no less that thirty (30) days, or (v) if
      Executive is unwilling to carry out the duties reasonably assigned to him
      by the Company in any material respect, which duties are consistent with
      duties generally assigned and/or expected of him (items (i) through (v)
      above shall hereinafter be referred to as "Termination for Cause"), the
      Company and AGI may terminate this Agreement by giving two (2) weeks prior
      written notice to Executive identifying the cause of termination and
      specifying the effective date of such termination, which effective date
      shall be no less than thirty (30) days from the date such notice is
      received by Executive. If Executive is subjected to Termination for Cause,
      then such "cause" shall be specified in such notice and Executive shall be
      afforded thirty (30) days to cure such breach, if such breach is capable
      of being cured. On the effective date of termination, Company shall pay to
      Executive the aggregate of (i) accrued but unpaid expenses, if any; (ii)
      accrued but unpaid Incentive Bonus Compensation, if any; (iii) vacation
      pay, if any; and (iv) the salary compensation which would have been paid
      to Executive through the date of termination. Furthermore, in that event
      any warrants to be issued pursuant to this Agreement, and any options
      granted pursuant to plans then applicable to Executive which have not then
      vested shall be forfeited as of the effective date of
      termination.  Additionally, any Incentive Bonus Compensation
      which would have been due Executive following the effective date of
      termination and any Vested Bonus Compensation due Executive under this
      agreement shall be voided in the event of a Termination of Executive by
      Amacore for Cause.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (b)

            	
              Subject
      to the cure period herein defined, Executive may terminate this Agreement
      by giving two (2) weeks written notice to the Company and AGI in the event
      of a termination by Executive “for Cause”, as  hereinafter
      defined.  For purposes of this Agreement, "for Cause" shall
      mean:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      assignment to Executive of any duties materially inconsistent with
      Executive’s position (including title and reporting requirements,
      authority, duties or responsibilities as contemplated by Section 2 of this
      Agreement), and AGI’s requirement of Executive to perform said duties
      following written objection by Executive to the duties assigned by AGI, or
      material diminution in Executive’s title and authority following written
      objection by Executive to the alleged diminution of Executive’s title and
      authority,  For the purposes of this section, actions not taken
      in bad faith and which are remedied by the Company or AGI promptly after
      receipt of written notice thereof given by the Executive shall not
      constitute grounds for “for Cause termination by Executive;
    or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      Change of Control of AGI. For purposes hereof a Change of Control shall be
      defined as (i) the sale, lease or other transfer of all or substantially
      all of the assets or of the Company or AGI other than to an affiliate or
      wholly-owned subsidiary thereof (ii) the consummation or adoption
      of  a plan relating to the liquidation or dissolution of the
      Company or AGI (iii) the merger of the Company  or AGI into
      another entity, the effect thereof is that after such transaction the
      shareholders of the Company own less that fifty percent (50%) of the
      common stock of the Company , or (iv) the sale of all of the commons stock
      of the Company other than to an affiliate or wholly-owned subsidiary;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      failure of AGI, absent consent by Executive, to make any payment due under
      Section 3 (a) of this Employment Agreement within fifteen (15) days of the
      due date of any such payment or any payment due under Section 4 of this
      Employment Agreement within fifteen (15) days of the due
      date.  Payments made to Executive which are more than five (5)
      business days late shall be subject to interest at a rate of fifteen
      percent (15%) per annum; or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Failure
      of AGI to fully comply with the material terms of this
      Agreement.

            


    

    


    Any
breach of this Agreement under the terms of Section 6(b)(i), 6(b)(ii),
6(b)(iii), and 6(b)(iv) shall not be deemed a breach absent written notice, as
provided in Section 8, provided to AGI detailing the alleged breach, followed by
a fifteen (15) day cure period during which time AGI may attempt to cure the
alleged breach.  Should the alleged breach not be satisfactorily
cured, Executive shall be entitled to terminate for breach.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (c)`

            	
              Following
      the applicable cure period, on the effective date of termination by the
      Executive for Cause, or of AGI termination of Executive not for cause, AGI
      shall pay to Executive the aggregate of (i) accrued but unpaid expenses,
      if any (ii) accrued but unpaid bonuses, if any; (iii) vacation pay, if
      any, (iv) any accrued salary through the date of termination, and (v) any
      accrued Incentive Bonus Compensation through the date of termination. In
      addition, from and after the termination date AGI shall continue to pay to
      Executive the salary that he would have received until the expiration of
      the Employment Period.  Further, AGI shall pay Executive
      eighteen (18) months of Incentive Bonus Compensation, as herein defined,
      vested as of the date of termination by Executive for Cause, or AGI’s
      termination of Executive not for cause  Further, AGI shall
      continue to pay Executive’s health insurance costs until the expiration of
      the Employment Period.  Furthermore, in that event any warrants
      to be issued pursuant to this Agreement, and any options granted pursuant
      to plans then applicable to Executive which have not then vested shall be
      immediately vested. The Executive shall not be required to take any action
      to mitigate the amount of any payment provided in this paragraph by
      seeking other employment.  AGI shall have the right to legally
      challenge Executive’s termination of this Agreement “for Cause”, including
      the validity of its curative efforts, provided such legal challenge is
      brought within six (6) months of Executive’s termination “for
      Cause”.  The provisions of this Section 6(c) shall be null and
      void and unenforceable against AGI or Company if, either through written
      acknowledgement by Executive, or by the final adjudication of a third
      party trier of fact that the cause for which Executive terminated the
      Agreement, and the manner, notice, and timing of the termination, did not
      meet the standard herein defined as “for Cause” and/or AGI’s curative
      actions with the alleged breach of the Agreement were satisfactory to cure
      the alleged breach.

            


    

    


    
      	
               
      

            	
              (d)

            	
              In
      the event Executive resigns or is terminated as an employee of the Company
      and AGI, Executive hereby agrees that his position(s) as officer and
      director of the Company, if any, shall automatically end as of the date of
      his resignation or termination of
employment.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Executive
      agrees, upon termination of his employment with the Company and AGI for
      any reason whatsoever, to return to Company and AGI upon their request all
      records and other property (whether on paper, computer discs or other
      form), copies of records and papers belonging or pertaining to Company and
      AGI.

            


    

    


    SECTION 7: Non
Competition, Non Solicitation and Confidentiality.

    


    
      	
               
      

            	
              (a)

            	
              The
      Parties recognize and acknowledge that in the performance of Executive’s
      duties, and in the performance of this Agreement, Executive will acquire
      certain trade secrets, confidential information and information concerning
      customer or client relationships of Company and AGI.  Executive
      further acknowledges that considerable secret and private knowledge,
      information and know-how related to, and concerning, accounts, customers,
      locations, commission structure, financial information, business affairs,
      processes, methods, work-product, information, relationships, pricing, and
      dealings of Company and AGI, are a valuable and basic business property
      right of Company and AGI, and that the same are information and knowledge
      not generally known in the public domain.  The Parties recognize
      and do hereby acknowledge, that the maintenance of secrecy and privacy
      concerning these matters is absolutely essential, and are of the utmost
      importance to the business affairs, value, effectiveness and continuing
      viable business status of Company and AGI, which the Parties recognize as
      a legal property right of Company and AGI.  The Parties
      recognize, and do hereby acknowledge, that the disclosure of the same to
      other persons, whether within Company’s and AGI’s organization or
      otherwise, will irreparably and substantially cause considerable financial
      and other loss, detriment and damage to Company and AGI.  The
      Parties hereto recognize and do hereby acknowledge that the appropriation
      or collection for future use, whether directly or indirectly, of the trade
      secrets, confidential information, information concerning customer or
      client relationships, pricing, fees, commission structure, processes or
      accounts of business information of Company and AGI would also cause
      financial loss, detriment or damage to Company and AGI.  The
      Parties agree that such confidential information and trade secrets will be
      solely and strictly used for its sole benefit and not in competition with
      or to the detriment of Company and AGI, directly or indirectly, by
      Executive, or any of his agents, servants, future employees or future
      employers. Confidential
      Information shall not include any information or material that is or
      becomes generally available to the public other than as a result of a
      wrongful disclosure by a person otherwise bound to the provisions hereof,
      or any person bound by a duty of confidentiality or similar duty owed to
      the Company.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (b)

            	
              Executive
      agrees that, during the term of this Agreement, Executive shall not be
      employed by, or provide services, whether paid or unpaid, as a director,
      consultant, manager, advisor, or other provider of services, to any call
      center not owned or operated by
AGI.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Executive
      agrees that, during the term of this Agreement, and for a period of one
      (1) year thereafter, Executive shall not directly or
      indirectly:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Solicit
      or induce any individual, corporation or other entity which is a client or
      customer of Company or AGI in an attempt
to:

            


    

     

    
      	
               
      

            	
              (1)

            	
              enter
      into any business relationship with a client or customer of Company or AGI
      if the business relationship is competitive with any aspect of Company’s
      business or AGI’s business in which Executive worked during the one (1)
      year period preceding termination of employment;
  or

            


    

     

    
      	
            	
              (2)

            	
              reduce
      or eliminate the business such client or customer conducts
      with Company or AGI; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Solicit
      or induce any person who has been a Company or AGI employee within the one
      (1) year period prior to the date of termination of Executive’s
      employment:

            


    

     

    
      	
            	
              (1) 

            	
              to
      cease working for Company or AGI;
or

            


    

    
      	
            	
              (2) 

            	
              to
      refrain from beginning work for Company of
AGI.

            


    

    


    
      	
               
      

            	
              (d)

            	
              During
      the term of this Agreement, and for a period of one (1) year thereafter,
      Executive covenants and agrees that, except as required by the proper
      performance of his duties for Company and AGI, he shall not divulge,
      transfer, or derive any compensation or remuneration beyond the scope of
      this Agreement from any Confidential Information or Trade Secrets
      concerning any Company or AGI clients, customers, employees, to any other
      person. For purposes of this Agreement, “Confidential Information” shall
      mean information not generally known by Company’s competitors and AGI’s
      competitors in the insurance business, including but not limited to the
      following information about Company and AGI: its financial affairs, sales
      and marketing strategy, acquisition plan, pricing and costs, its
      customers’ names addresses, telephone numbers, contact persons, staffing
      requirements, margin tolerances regarding pricing, and the names,
      addresses, telephone numbers, skill sets, availability and wage rates of
      its personnel.  “Trade Secrets” shall mean information in which
      the Company and AGI takes measures to keep secret and that gives Company
      and AGI an advantage over its competitors, and includes but is not limited
      to: accounts, customers, location, fees, member data in any form,
      providers, networks, carriers, commission structure, financial
      information, business affairs, processes, methods, work-product,
      information, relationships, pricing, contracts, and dealings of Company
      and AGI.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (e)

            	
              Executive
      recognizes that irreparable damage will result to Company and AGI in the
      event of the violation of any covenant contained in this Section 7 and
      Executive hereby agrees that in the event of such violation, Company and
      AGI, in addition to and without limiting any other remedy or right that it
      may have, shall be entitled to an injunction or other equitable relief in
      any court of competent jurisdiction, enjoining any such violations by
      him.  In furtherance of the foregoing, Executive hereby waives
      any and all defenses he may have on the ground of the lack of jurisdiction
      or competence of the court to grant such an injunction or other equitable
      relief.  The existence of the foregoing right shall not preclude
      any other rights and remedies at law or in equity that Company and AGI may
      have.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      provisions of this Section 7 shall be null and void and unenforceable
      against Executive if his employment is terminated by Amacore without cause
      or Executive terminates his employment “for cause”, unless a final
      adjudication of a third party trier of fact, at the initiation of Amacore,
      from which no appeal may be taken, that the cause for which Executive
      terminated the Agreement, and the manner, notice, and timing of the
      termination, did not meet the standard herein defined as “for
      Cause”.

            


    

    


    SECTION 8: Notices

    


    
      	
               
      

            	
              (a)

            	
              All
      notices, requests, demands, deliveries and other communications hereunder
      shall be in writing and shall be deemed to have been duly given if mailed,
      postage prepaid, registered or certified mail, return receipt requested to
      the Parties at the addresses (or at such other address for a party as
      shall be specified by like notice) hereinafter
  specified:

            


    

    


    If To
Executive:

    Mr.
Howard Knaster

    555 SW
12th
Avenue, Suite 107 & 120

    Pompano
Beach, FL 33076

    


    If To
Company:

    US Health
Benefits Group, Inc.

    US
Healthcare Plans, Inc.

    On The
Phone, Inc.

    555 SW
12th
Avenue, Suite 107 & 120

    Pompano
Beach, FL 33076

    


    If To
AGI:

    The
Amacore Group, Inc.

    485 N.
Keller Rd. Suite 450

    Maitland,
FL. 32751

    Attention:
Guy Norberg

    


    SECTION 9: Miscellaneous
Provisions

    


    
      	
               
      

            	
              (a)

            	
              Waiver. The failure of either
      party at any time or times to require performances of any provision hereof
      shall in no manner effect the right at a later time to enforce the same.
      To be effective, any waiver must be contained in a written instrument
      signed by the party waiving compliance by the other party of the term or
      covenant as specified. The waiver by either party of the breach of any
      term or covenant contained herein, whether by conduct or otherwise, in any
      one or more instances, shall not be deemed to be, or construed as, a
      further or continuing waiver of any such breach, or a waiver of the breach
      of any other term or covenant contained in this
  Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Governing
      Law.  This Agreement shall be governed by the laws of
      Broward County in the State of Florida, which shall have exclusive
      jurisdiction over, and shall be the venue for, any claims or disputes
      arising from the subject matter contained herein without regard to any
      conflict of laws provision.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (c)

            	
              Complete
      Agreement.  This
      Agreement constitutes the complete and exclusive agreement between the
      Parties hereto which supersedes all proposals, oral and written, and all
      other communications between the Parties relating to the subject matter
      contained herein.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Severability.  If
      any of the provisions of this Agreement are held to be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired
      thereby.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Executors,
      Administrators, Successors and Assigns.  This
      Agreement may not be assigned, transferred or otherwise inure to the
      benefit of any third person, firm or corporation by operation of law or
      otherwise, without the written consent by the other party hereto, except
      as herein specifically provided to the
contrary.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Modification.  This
      Agreement may only be amended, varied or modified by a written document
      executed by the Parties hereto.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Further
      Instruments.  The
      Parties hereto agree to execute and deliver, or cause to be executed and
      delivered, such further instruments or documents and take such other
      action as may be required to effectively carry out the transactions
      contemplated herein.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Key
      Man Life Insurance.  AGI and or Company shall keep in
      place a key man life insurance policy of $4,000,000.00 during the term of
      this Agreement, listing AGI as the beneficiary of said
    policy.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Successors.  For
      the purposes of this Agreement, wherever reference is made to AGI and/or
      Company, that reference shall include their successors and
      assigns.

            


    

    


    IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement the date first
written above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	 
      	 
      
	
                                                                                    
                                                                                      By:  /s/
      Howard
      Knaster                                 
      

                                                                                    

                                                                                  	
                                                                                    June
      10, 2009

                                                                                  
	
                                                                                          
      Howard Knaster

                                                                                  	
                                                                                    Date

                                                                                  
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                                                                    The
      Amacore Group, Inc.,

                                                                                  	 
      
	
                                                                                    A
      Delaware corporation

                                                                                  	 
      
	 
      	 
      
	 
      	 
      
	
                                                                                    
                                                                                      By:  /s/
      Jay
      Shafer                                           
      

                                                                                    

                                                                                  	
                                                                                    
                                                                                      June
      10, 2009

                                                                                    

                                                                                  
	
                                                                                           
      Jay Shafer, CEO

                                                                                  	
                                                                                    Date

                                                                                  
	 
      	
                                                                                    (“Effective
      Date”)

                                                                                  
	 
      	 
      
	 
      	 
      
	
                                                                                    US
      Health Benefits Group, Inc.,

                                                                                  	 
      
	
                                                                                    A
      Florida corporation

                                                                                  	 
      
	 
      	 
      
	 
      	 
      
	
                                                                                    
                                                                                      By:  /s/
      Jay
      Shafer                                           
      

                                                                                    

                                                                                  	
                                                                                          
                                                                                      June
      10, 2009

                                                                                    

                                                                                  
	
                                                                                        
         Jay Shafer

                                                                                  	
                                                                                    Date

                                                                                  
	 
      	 
      
	 
      	 
      
	
                                                                                    US
      Healthcare Plans, Inc.,

                                                                                  	 
      
	
                                                                                    A
      Florida corporation

                                                                                  	 
      
	 
      	 
      
	 
      	 
      
	
                                                                                    By:  /s/
      Jay
      Shafer                                           
      

                                                                                  	
                                                                                          
                                                                                      June
      10, 2009

                                                                                    

                                                                                  
	
                                                                                         
        Jay Shafer

                                                                                  	
                                                                                    Date

                                                                                  


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    	
                            On
      The Phone, Inc.,

                          	 
      
	
                            A
      Florida corporation

                          	 
      
	 
      	 
      
	 
      	 
      
	
                                  
                              By:  /s/
      Jay
      Shafer                                           
      

                            

                          	
                            ______________________

                          
	
                                    
      Jay Shafer

                          	
                            Date

                          
	 
      	 
      


                  

                

              

            

          

        

      

    

     

     

     

     

     

     

     

     

     

     

    
 


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    


    EXHIBIT
A

    Executive
Call Centers & Executive Sub-Producer Call Centers

    


    This
Exhibit “A”, and the details contained herein, shall relate to the Employment
Agreement executed by and between AGI, Company, and Executive, and shall be
incorporated fully as part of that Agreement.

    


    SECTION
1: Executive
Call Centers

    


    (a)           Executive
Call Centers shall be defined as follows:

    


    (i)           N/A

    


    SECTION 2: Executive
Sub-Producer Call Centers

    


    (a)           Executive
Sub-Producer Call Centers shall be defined as follows:

    


    (i)           
Global Med Plans (Jarred Schumer & Chuck Moskowitz)

    


    
      	
               
      

            	
              1.

            	
              Executive
      bonus compensation paid on this Sub-Producer Call Center shall be ten
      percent (10%) of the Product Net Price/Product Net Commission, whichever
      is applicable, as defined in the Employment
  Agreement.

            


    

    


    (ii)           
CCDS American Health Plans (Canada office) (Sonny and Wes)

    


    
      	
               
      

            	
              1.

            	
              Executive
      bonus compensation paid on this Sub-Producer Call Center shall be ten
      percent (10%) of the Product Net Price/Product Net Commission, whichever
      is applicable, as defined in the Employment
  Agreement.

            


    

    


    (iii)           
Secured Health Plans (Joe Safina)

    


    
      	
               
      

            	
              1.

            	
              Executive
      bonus compensation paid on this Sub-Producer Call Center shall be ten
      percent (10%) of the Product Net Price/Product Net Commission, whichever
      is applicable,  as defined in the Employment
      Agreement.

            


    

    


    (iv)           
HMD Group (Dave Polesne)

    


    
      	
               
      

            	
              1.

            	
              Executive
      bonus compensation paid on this Sub-Producer Call Center shall be ten
      percent (10%) of the Product Net Price/Product Net Commission, whichever
      is applicable, as defined in the Employment
  Agreement.

            


    

    


    (v)           G
& D Insurance (Charles Donisi)

    


    
      	
               
      

            	
              1.

            	
              Executive
      bonus compensation paid on this Sub-Producer Call Center shall be ten
      percent (10%) of the Product Net Price/Product Net Commission, whichever
      is applicable, as defined in the Employment
  Agreement.

            


    

     

     

    13