Filed by Automated Filing Services Inc. (604) 609-0244 - FundsTech Corp. - Exhibit 10.8






FUNDSTECH CORP.

CARD SERVICES AGREEMENT

This AGREEMENT (“Agreement”) is made this 7th day of June 2006
by and between FundsTech Corp. (“FundsTech”), with its principal place of
business at 4425 Park Arroyo, Calabasas, CA 91302 and National Health Partners,
Inc., with its principal place of business at 120 Gibraltar Road, Suite 107,
Horsham, PA 19044 (the “Client”).

RECITALS

WHEREAS, FundsTech operates the FundsTech Card Service (the
“Service”) to provide an electronic fund transfer service that facilitates the
transfer of funds between a company, like the Client, and any employee or other
persons who receive a FundsTech Card (the “Card”). Such employees and other
persons (the “Cardholders”) will have full access to the funds located within
the designated bank account that corresponds to the issued Card and those
Cardholders will be provided electronic access to their funds, individual card
information, and other transaction services;

WHEREAS, FundsTech wishes to make the Service available to the
Client through a program (the “Program”), tailored to the Client’s specific
needs; and

WHEREAS, Client wishes to make use of the Service through the
Program.

1.            
SERVICES

The Services shall be affected under the Program through the
following arrangement between FundsTech, the Client and its Cardholders:

1.1          
FundsTech will issue a Card to any employee or other persons who participate
in the Service and, if necessary, have agreed to the terms and conditions of the
FundsTech Cardholder Agreement and Disclosure Statement (the “Cardholder
Agreement”);

1.2          
FundsTech will make available to the Cardholders:

1.2.1       Automated
Teller Machine (“ATM”) Services. Cardholders may use Cards at any ATM that
bears the network logo that appears on the back of the Card to make cash
withdrawals or to inquire about the amount of funds available to them.

1.2.2       Merchant
Point-of-Sale (“POS”) Services. Cardholders may use Cards to purchase goods
and services at any retail or other establishment that displays the network logo
that appears on the back of the Card. 

1.2.3        Funds
Transfer Services. Cardholders may use the provided electronic access
services to transfer funds from the bank account, corresponding to their Card,
to a specified account at a financial institution.

1.2.4       Other
Services available to Cardholders as outlined in disclosure materials from
time to time.

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2.            
REPRESENTATIONS, WARRANTIES AND COVENANTS.

2.1.         
Representations and Warranties of FundsTech. FundsTech represents and
warrants to, and covenants with, the Client that, as of the date hereof, and
throughout the term of this Agreement, that:

2.2.1.       FundsTech is
duly organized, validly existing and qualified to transact business in each
jurisdiction where it is required to be qualified, except where such
qualification is not required or where the failure to be so qualified or remain
in good standing would not have a material adverse effect upon FundsTech or the
ability of FundsTech to perform its obligations hereunder.

2.2.2.       FundsTech has
the full power and authority to execute, deliver and perform this Agreement and
to enter into and consummate all transactions contemplated by this Agreement,
and assuming the due authorization, execution and delivery by the other parties
hereto, this Agreement constitutes a legal, valid and binding obligation of
FundsTech., enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, conservatorship, receivership,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity, regardless of
whether such enforcement is considered in proceeding in equity or at law.

2.2.3.       The
transactions contemplated by this Agreement and the performance of FundsTech of
its obligations hereunder are in the ordinary course of FundsTech’s business,
and the execution, delivery and the performance of this Agreement and
transactions contemplated herein have been duly approved by resolutions of the
Board of Directors of FundsTech or an appropriate and duly authorized committee
thereof, and such resolutions and this Agreement shall be maintained
continuously as official records of FundsTech.

2.2.4.       Neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of FundsTech’s articles of
incorporation or by-laws or any indenture, agreement or instrument to which
FundsTech is now a party or by which it is bound, or constitute a default
(whether with notice, the lapse of time, or both) or result in an acceleration
under any of the foregoing, or result in the violation of any law to which
FundsTech is subject.

2.2.5.       There is no
litigation or other proceedings pending or, to FundsTech’s knowledge,
threatened, which seeks to enjoin or prohibit the execution, delivery, or
enforceability of this Agreement, or which questions the ability of FundsTech to
perform its duties and obligations in accordance with the terms hereof, or which
is likely to have a material adverse effect on the financial condition of
FundsTech.

2.2.6.       No consent,
approval, authorization or order of any governmental or regulatory authority is
required for the execution, delivery and performance by FundsTech of or
compliance by FundsTech with this Agreement or the consummation of the
transactions contemplated by this Agreement.

2.2.          
Representations and Warranties of the Client. The Client represents and
warrants to, and covenants with, FundsTech that, as of the date hereof, and
throughout the term of this Agreement, that:

2.2.1.       The Client
  is duly organized, validly existing and in good standing as a recognized business
  organization under the law of the State of Indiana and is or will be qualified
  to transact business in each jurisdiction where it is required to be qualified
  as a foreign business organization, except where such qualification is not required
  or where the failure to be so qualified or remain in good standing would not
  have a material adverse effect upon the client or the ability of the Client
  to perform its obligations 

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hereunder.

2.2.2.       The Client
has the full corporate power and authority to execute, deliver and perform this
Agreement and to enter into and consummate all transactions contemplated by this
Agreement, and assuming the due authorization, execution and delivery by the
other parties hereto, this 

2.2.3.       Agreement
constitutes a legal, valid and binding obligation of the Client, enforceable
against it in accordance with its terms, except as enforceability may be limited
by bankruptcy, conservatorship, receivership, insolvency, reorganization or
other similar laws affecting the enforcement of creditors’ rights generally and
by general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.

2.2.4.       The
transactions contemplated by this Agreement and the performance by the client of
its obligations hereunder are in the ordinary course of the Client’s business,
and, if necessary, the execution, delivery and performance of this Agreement and
the transactions contemplated herein have been duly approved by resolutions of
the board of Directors of the Client or an appropriate and duly authorized
committee thereof, and such resolutions and this Agreement shall be maintained
continuously as official records of the Client.

2.2.5.       Neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of the Client’s articles of
association, charter or by-laws or any indenture, agreement or instrument to
which the Client is now a party or by which it is bound, or constitute a default
(whether with notice, the lapse of time, or both) or result in an acceleration
under any of the foregoing, or result in the violation of any law to which the
Client is subject.

2.2.6.       There is no
litigation or other proceedings pending or, to the Client’s knowledge,
threatened, which seeks to enjoin or prohibit the execution, delivery or
enforceability of this Agreement, or which questions the ability of the Client
to perform its duties and obligations in accordance with the terms hereof, or
which is likely to have a material adverse effect on the financial condition of
Client; and

2.2.7.       No consent,
approval, authorization or order of any governmental or regulatory authority is
required for the execution, delivery and performance by the Client of, or
compliance by the Client with, this Agreement or the consummation of the
transactions contemplated by this Agreement.

3.            
FEES AND PAYMENTS 

3.1.          
Fees. The fees (“Fees”) related to the Service are set forth in the Fee
Schedule set forth in Exhibit “A” attached to this agreement.

3.2.          
Payment Terms Cardholders. FundsTech will deduct transaction fees, as set
forth in the Fee Schedule, from the Cardholder Account based upon the attached
Fee Schedule upon the execution of the corresponding transaction. FundsTech
shall not increase fees charged to Cardholders as set forth in Exhibit “A”
during the term of this Agreement, however, FundsTech shall be entitled to
increase fees and charges with thirty-days (30) notice to offset any direct
cost, increases passed through to FundsTech by changes in operating rules
imposed by networks, banks, processors or federal, state or local
authorities.

3.3.          
  Payment Terms FundsTech. FundsTech shall pay to Client, on a monthly basis,
  net 10 days, all recurring charges for the previous month, as set forth in Fee
  Schedule Exhibit “A” attached to this 

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Agreement.

4.            
ENROLLMENT

4.1.          
Availability of Services to Cardholders. Client shall notify all of its
Cardholders, as well as any other persons to whom the Client may from time to
time desire to offer participation in the Service (collectively, the
“Prospective Cardholders”), of the Client’s participation in the Service, and
the details of the particular Programs for which the Client has subscribed. The
Client shall make available to all of the Prospective Cardholders the
opportunity to enroll and participate in the Service under one or more
Programs.

4.2.          
Distribution of Enrollment Materials. The Client shall, if applicable,
deliver to each Prospective Cardholder who enrolls in a Program a set of
instructional materials (the “Enrollment Materials”) for the Program in which
the Prospective Cardholder elects to participate. The Enrollment Materials may
include, without limitation, the Cardholder Agreement, which includes the
Cardholder Services Fee Schedule (as defined below), a Card, a direct Deposit
Authorization Form and other materials as required.

5.            
DEPOSIT TO THE ACCOUNT

5.1.          
Maintenance of Sub-Account Entries for Each Cardholder. The Bank Trust
Account shall be controlled by the designated bank exclusively, on behalf of all
Cardholders, and FundsTech shall maintain individual entries in its system
reconciled to amounts in the Account for each Cardholder (“Sub-Account”). It is
the responsibility of the Client to provide confidential Cardholder information,
such as Cardholder name and other individual Sub-Account information needed for
these records. Each such Sub-Account entry shall accurately reflect the amount
of funds in the Account that are attributable to, and held on behalf of, each
particular Cardholder.

6.            
TRANSACTION DATA PRIVACY

6.1.          
Ownership of Certain Property.

6.1.1        The
Service, Programs, Cards, Card numbers, PINs, and the intellectual property
related to the operation and functionality of such items and processes, as well
as their relationship to, and interaction with, the Services, are the sole
property of FundsTech. The Client shall not use, divulge, or grant any third
party access to any of the foregoing intellectual and other property, except:
(i) as permitted under the Client Privacy Policy Statement (as defined below,
(ii) as may be necessary to conduct its internal business, (iii) as may be
required by law, or (iv) with the prior express written consent of
FundsTech.

6.1.2       Client provides
  CARExpress Programs to members of the CARExpress Health Savings Network, a discount
  membership benefit network (“CARExpress”), and issues such members
  membership cards (“CARExpress Cards”). “CARExpress Programs”
  means: (i) any activities or services conducted or provided by the Company in
  connection with the Company’s CARExpress Health Savings Network and any
  other healthcare benefits network or healthcare savings program of the Company,
  (ii) any products and accessories offered by the Company, and (iii) any successors
  or improvements thereto introduced by the Company. CARExpress, the CARExpress
  Cards and the CARExpress Programs, and the intellectual property related to
  the operation and functionality of such network, cards and programs, as well
  as their relationship to, and interaction with, Client, are the sole property
  of Client. FundsTech shall not use, divulge, or grant any third party access
  to any of the foregoing intellectual and other property, except: (i) as may
  be necessary to conduct its internal business, (ii) as may be required by law,
  or (iii) with the prior express written consent of Client.

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6.1.3       The
Cardholders transaction information, including, without limitation, the
information presented in the statements, is the property of the respective
Cardholders. Neither FundsTech nor the Client shall use, divulge, or grant any
third party access to, any such information, except: (i) as permitted under the
FundsTech Privacy Policy Statement (as defined below) or the Client Privacy
Statement, respectively, or (ii) as may be required by law.

6.2.          
FundsTech Privacy Policy Statement. FundsTech has approved and adopted a
privacy policy statement, which is maintained and documented on the FundsTech
Web Site (which may be accessed at http://www,fundsTech.com) (the “FundsTech Privacy
Policy Statement”), and, in the course of performing its obligations under this
Agreement, FundsTech shall at all times comply with the FundsTech Privacy Policy
Statement.

7.            
CONFIDENTIALITY; NON-COMPETITION.

7.1.          
Confidentiality. FundsTech and the Client shall not, during the performance
of this Agreement, or at any time after the termination or expiration hereof,
sell or disclose to any third party, other than as may be required in the
performance of their duties and obligations hereunder or as may be required by
law, the terms of this Agreement or any of the procedures, practices or
confidential dealings of and between each other.

7.2.          
Non-Competition. All information received by FundsTech and the Client with
respect to the business of the other (other than information which is or, not as
a result of FundsTech’s or Client’s, as applicable, actions, becomes a matter of
public knowledge) shall not at any time be used for any business or competitive
purpose or be disclosed by such person to any third parties without the prior
express written consent of the other party.

7.3.          
Survival. The covenants and agreements set forth shall survive the
consummation of the transactions contemplated by this Agreement.

8.            
TERMS AND TERMINATION

8.1.          
Term. The term of this Agreement shall commence as of the date first set
forth above and shall continue thereafter until the second anniversary of such
date. Thereafter, this Agreement shall automatically renew for consecutive,
successive terms of two (2) years each, unless and until either party hereto
provides the other party written notice of non-renewal with ninety-days (90)
notice.

8.2.          
Termination. This Agreement may be terminated in any of the following
manners:

8.2.1.       Mutual
Termination. This Agreement may be terminated at any time by the mutual
written agreement of both parties.

8.2.2.      Termination by
Non-Renewal. This Agreement may be terminated by either party by written
notice of non-renewal in accordance with the provisions of 8.1 hereof.

8.2.3.       Other Termination
  by FUNDSTECH.

  •          
      If at any time FUNDSTECH’s membership in, participation
  in or access to a MasterCard network, ATM network or similar network is terminated,
  FUNDSTECH may terminate this Agreement with respect to that network.

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•              
If at any time and for any reason FUNDSTECH’s or its licensors’,
suppliers’ or service providers’ access to a MasterCard network, ATM network or
similar network is terminated, FUNDSTECH may terminate this Agreement with
respect to that network.

•              
If at any time FUNDSTECH’s issuing bank or banks terminates its
relationship with and/or sponsorship of FUNDSTECH, FUNDSTECH may terminate this
Agreement with respect to that bank.

8.2.4       Other Termination
by Client

If at any time (i) FUNDSTECH membership in, participation in or
access to a MasterCard network, ATM network or similar network is terminated,
(ii) FUNDSTECH’s or its licensors’, suppliers’ or service providers’ access to a
MasterCard network, ATM network or similar network is terminated, or (iii)
FUNDSTECH’s issuing bank or banks terminates its relationship with and/or
sponsorship of FUNDSTECH, and any of the events set forth in (i), (ii) or (iii)
of this Section 8.2.4 has a material adverse effect on the ability of FUNDSTECH
to provide the Services through the Program, Client may terminate this
Agreement. 

8.2.5       Event of Default.
If any one or more of the following events (each, an “Event of Default”)
shall occur and be continuing:

•        
      The failure of a party to remit any
payment required by this Agreement, which continues un-remedied for longer than
ten (10) business days after written formal notification;

•         
     The failure of a party to observe or perform,
in any material respect, any other of the covenants, obligations or agreements
set forth in this Agreement, which failure is not cured within thirty (30) days
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given;

•     
         A decree or order of a
court or agency or supervisory authority having jurisdiction for the appointment
of a trustee, conservator, receiver, or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against party hereto and such decree or order shall have remained
in force, un-discharged or un-stayed for a period of sixty-days (60);

•         
     The consent by a party to the appointment of a
conservator or receiver or liquidator in any insolvency readjustment of debt
marshaling of assets and liabilities or similar proceedings relating to all or
substantially all of such party’s property; or

•              
A party admits in writing its inability to pay its debts as they become
due, file a petition to take advantage of any applicable insolvency or
reorganization or statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.

Then, and in each and every such case, so long as an Event of
  Default shall not have been so remedied, the non-defaulting party, by notice
  in writing to the party in default, may, in addition to whatever rights the
  non-defaulting party may have at law or equity to damages, including injunctive
  relief and specific performance, terminate this Agreement.

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9.            
UNWINDING RELATIONSHIP.

Upon termination of this Agreement, the parties shall cooperate
with each other to facilitate the termination of their relationship under this
Agreement. Without limiting the generality of the foregoing, the parties shall
cooperate to notify the Cardholders and any other third parties concerning which
the parties hereto may mutually agree. In the event that this Agreement is
terminated pursuant to an Event of Default, then the party in default shall bear
the cost of any conversion or other expenses related to such termination.
If this Agreement is terminated for any other reason, then the parties
hereto shall share the cost of any conversion or other expenses related to such
termination.

10.           
DISPUTES

10.1          Duty
to Notify. In the event of any dispute, controversy, or claim arising out of
or relating to this Agreement or the construction, interpretation, performance,
breach, termination, enforceability or validity thereof (hereinafter, a
“Dispute”), the party raising such Dispute shall notify the other within
thirty-days (30) from the date of its discovery of the Dispute. In the case of a
Dispute relating to invoices, billing statements of similar matter, the failure
of a party to notify the other party of such Dispute within thirty-days (30)
from the date of its receipt shall result in such invoice, billing statement or
similar matter being deemed undisputed and accepted by party attempting to raise
such Dispute. 

10.2         
Cooperation to Resolve Disputes. The parties shall cooperate and attempt in
good faith to resolve any Dispute promptly by negotiating between persons who
have authority to settle the Dispute and who are at a higher level of management
than the persons with direct responsibility for administration and performance
of the provisions or obligations of this Agreement that are the subject of the
Dispute.

10.3          Arbitration.
Any Dispute which cannot otherwise be resolved as provided in 9.2 shall be
resolved by arbitration conducted in accordance with the commercial arbitration
rules of the American Arbitration Association (“AAA”) and judgment upon the
award rendered by the arbitration tribunal may be entered in any court having
jurisdiction thereof. The arbitration tribunal shall consist of a single
arbitrator mutually agreed by the parties, or in the absence of such agreement
within thirty-days (30) from the first referral of the dispute to the AAA,
designated by the AAA. The place of arbitration shall be Las Vegas, Nevada,
unless the parties shall have agreed to another location within fifteen-days
(15) from the first referral of the dispute to the AAA. The arbitration award
shall be final and binding. The parties waive any right to appeal the
arbitration award; to the extent a right to appeal may be lawfully waived. Each
party retains the right to seek judicial assistance: (i) to compel arbitration;
(ii) to obtain interim measures of protection prior to or pending arbitrations;
(iii) to seek injunctive relief in the courts of any jurisdiction as may be
necessary and appropriate to protect the unauthorized disclosure of its
proprietary or confidential information, and (iv) to enforce any decision of the
arbitrator, including the final award.

10.4          Confidentiality.
The arbitration proceedings contemplated by this Section shall be as
confidential and private as permitted by law. To that end, the parties shall not
disclose the existence, content or results of any proceedings conducted in
accordance with this Section, and materials submitted in connection with such
proceedings shall not be admissible in any other proceeding, provided, however,
that this confidentiality provision shall not prevent a petition to vacate or
enforce an arbitral award, and shall not bar disclosures required by any laws or
regulations.

11.          
LIMITATION OF LIABILITY; INDEMNIFICATION

11.1         Limitation
  of Liability. Neither FundsTech, the Client nor any of their respective
  directors, 

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officers, employees or agents shall be under any liability for
any action taken, or for refraining from the taking of any action in good faith
pursuant to this Agreement; provided, however, that this provision shall not
protect FundsTech p., the Client or any such person against any breach of their
respective representations, warranties, or covenants made herein, or against any
specific liability imposed pursuant hereto, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties hereunder. FundsTech, the Client and any other respective
directors, officers, employees or agents may rely in good faith on any document
of any kind, which, prima facie, is properly executed and submitted by any
appropriate person respecting any matters arising hereunder.

11.2        
Indemnifications. Each party together with their respective directors,
officers, employees or agents shall be indemnified and held harmless by the
other party against any loss, liability or expense incurred in connection with
any actions, proceedings or investigations (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ) arising out of the indemnifying party’s
failure to perform its obligations under this Agreement, other than any loss,
liability or expense incurred, in part or in whole, by reason of the indemnified
party’s willful misfeasance, bad faith or gross negligence in the performance of
its duties hereunder or by reason of the indemnified party’s reckless disregard
of its obligations or duties hereunder. Notwithstanding the foregoing, neither
party shall be responsible under this indemnification for consequential,
incidental, special or punitive damages, even if the indemnifying party had
prior knowledge of the possibility of the same.

12.          
MISCELLANEOUS

12.1         Warranties;
Limitation on Liability. FUNDSTECH MAKES NO WARRANTIES, WHETHER EXPRESS
OR IMPLIED, WITH RESPECT TO ANY SERVICES, PRODUCTS OR EQUIPMENT PROVIDED
HEREUNDER, INCLUDING, AND WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. FUNDSTECH SOLE RESPONSIBILITY TO THE CLIENT
AND THE CARDHOLDERS SHALL BE TO MAKE THE SERVICE AVAILABLE IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT AND THE CARDHOLDER AGREEMENT. IN NO EVENT SHALL
FUNDSTECH BE LIABLE TO THE CLIENT, ANY CARDHOLDER OR ANY OTHER FIRM OR PERSON
FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF FUNDSTECH
HAD PRIOR KNOWLEDGE OF THE POSSIBILITY OF SAME.

12.2         Force
Majeure. Neither party hereto shall be liable for any failure to perform its
obligations under this Agreement due to: (i) acts of God, such as fires, floods,
electrical storms, unusually severe weather and natural catastrophes; (ii) civil
disturbances such as strikes and riots; (iii) acts of aggression, direct or
consequential, such as explosions, wars, and terrorism; (iv) failure of any
third party service to providers to adequately provide such services, including,
without limitation ATM network services, the Bank’s services, telecommunication
services, and merchant POS services; (v) failures or fluctuations in electric
power, heat, light, air conditioning, computer or telecommunications services or
equipment; and (vi) acts of government, including, without limitation, the
actions of regulatory bodies which significantly inhibit or prohibit either
party from performing their obligations under this Agreement (each, a “Force
Majeure”). In such event, the performance of such party’s obligations shall be
suspended during the period of existence of such force Majeure and the period
reasonably required thereafter resuming the performance of the obligation. The
parties shall use their best reasonable efforts to minimize the consequences of
the Force Majeure.

12.3         Governing
  Law. This Agreement shall be construed in accordance with the laws of the
  State of Nevada and the obligations, rights and remedies of the parties hereunder
  shall be determined in accordance with such laws without regard to conflicts
  of law or choice of law principles.

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12.4        
Notices. All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by registered mail, postage prepaid, to:

	(a) in the case of FundsTech: 	(b) in the case of the Client: 
	  	  
	4425 Park Arroyo 	120 Gibraltar Road 
	Calabasas, CA 91302 	Horsham, PA 19044 
	  	
	Attention: Business Services 	Attention: Chief Financial Officer 
	Telephone: 818-222-7521 	Telephone: 215-682-7114 
	Facsimile: 818-222-7521 	Facsimile: 215-682-7116 


12.5        
Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be held invalid for any reason
whatsoever, then such covenants, agreements, provisions, or terms shall be
deemed severable from the remaining covenant, agreements, provisions, or terms
of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement.

12.6        
Waivers. No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against
whom such waiver or modification is sought to be enforced. Any failure to insist
upon strict compliance with any of the terms or conditions of this Agreement
shall not be deemed a waiver of such terms or condition, nor shall any waiver or
relinquishment of any right or power hereunder at any time or times be deemed a
subsequent waiver or relinquishment of such right or power.

12.7        
Counterparts. This Agreement may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which when so
executed, shall be deemed to be an original, and all such counterparts shall
constitute one and the same agreement. An executed facsimile copy of this
Agreement is sufficient to evidence this Agreement and the effectiveness
hereof.

12.8        
Schedules and Exhibits. The Schedules and Exhibits to this Agreement, as
amended and in effect from the time of such amendment until subsequent amendment
thereto, if any, are hereby incorporated and made a part hereof and are an
integral part of this Agreement.

12.9         Entire
Agreement. This Agreement, including the Exhibits and Schedules hereto,
constitutes the entire agreement between the parties with respect to the subject
matter hereof, and supersedes all prior to contemporaneous agreements and
understandings regarding the subject matter hereof, whether written or verbal.
This Agreement may be modified or amended only in writing signed by the parties
hereto.

12.10        Effect
of Headings and Recitals. The Section and paragraph headings herein, as well
as the recitals and preamble that precede the material provisions of this
Agreement, are for convenience only and shall not affect the construction
hereof.

12.11        No Third-Party
  Beneficiaries. This Agreement is not intended, and shall not be construed
  to, confer any rights upon any shareholder, creditor, partner or joint venturer
  of FundsTech Corp. (except to the extent any such persons or entities may be
  indemnified hereunder), or any other person or entity, whether as third party
  beneficiaries or otherwise, against any party hereto or their respective directors,
  officers, agents, employees, representatives, affiliates or controlling persons.

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12.12        Non-Exclusivity.
The Client understands and agrees that FundsTech’s relationship with the Client
under this Agreement is non-exclusive, and that FundsTech may at any time
establish similar relationships with one or more other parties for similar or
any other purposes. FundsTech understands and agrees that the Client’s
relationship with FundsTech under this Agreement is non-exclusive, and that
Client may at any time establish similar relationships with one or more other
parties for similar or any other purposes

12.13        Amendment.
This Agreement may be amended from time to time only in writing signed by
FundsTech Corp. and the Client.

12.14        Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, provided,
however, that no party hereto may assign its rights or delegate its obligations
under this Agreement without the express prior written consent of the other
party hereto.

 

IN WITNESS WHEREOF, FundsTech and the Client have caused this
Agreement to be duly executed the date and year first above by their duly
authorized representative.

	NATIONAL HEALTH PARTNERS, INC. 	FUNDSTECH CORP. 
	 	 
	 	 
	By: /s/ Alex
      Soufflar                              	 By: Donald C.
      Headlund                     
	 	 
	 	 
	Name: Alex
      Soufflar                               	Name: Donald C.
      Headlund                 
	 	 
	 	 
	Title:
      CFO/EVP                                      	Title:
      President                                      
	 	 
	 	 
	Date:
      6/7/06                                           
      	Date:
      6/7/06                                           
      
	 	 
	 	 
	US Tax ID:
      04-3786176                         
    	  




	Page 10 of 13 	CARD SERVICES AGREEMENT 5/21/06 







SUMMARY OF EXHIBIT A

FEE SCHEDULE

The following retail prices and commissions are set out in this
exhibit:

	Item              
    	Retail 	Commission 
	  	  	  
	Web Interface/API 	  	  
	Merchant Interface 	  	  
	Integration 	  	  
	Implementation, Training & Follow-up 	  	  
	IVR Messaging 	  	  
	Payment/Statement Posting 	  	  
	Card Cost/ATM Branded Debit Card** 	  	  
	Card Cost/Debit MasterCard*** 	  	  
	Check against terrorist list per card 	  	  
	  	  	  
	Cost to set-up Carexpress/Mastercard program 	  	  
	Branded Debit MasterCard/Program Set-up**** 	  	  
	Annual Fee 	  	  
	CVC Fee 	  	  


**Minimum order 1,000 cards See attached volume discount

***Minimum order 2,000 cards See attached volume discount
**** This is a
fee paid to the sponsoring bank who then forwards to MasterCard.

Cardholder Fees:

The “Retail” fee is the suggested fee to be charged to the
Cardholder. The “Commission” is the amount FundsTech pays the Client.

		Retail
	Commission 
	  	 	  
	Enrollment Fee 	 	  
	Annual Fees 	 	  
	  	 	  
	Monthly Fees: 	 	  
	           
             Non-Active Card 	 	  
	           
             Active Card 	 	  
	           
             Administrative Fee 	 	  
	           
             Dormancy Fee 	 	  
	           
             (After 90 days of No Activity) 	 	  
	           
             Monthly Fee 	 	  


Card Usage Fees paid by Cardholder:

	United
      States 	Retail 	Commission 
	  	  	  
	ATM 	  	  
	               
         Withdrawal 	  	  
	               
         Declined Withdrawal 	  	  
	               
         Inquiry 	  	  
	               
         Declined Inquiry 	  	  




	Page 11 of 13 	CARD SERVICES AGREEMENT 5/21/06 







POS

Signature Purchase 
PIN Purchase

Declined Purchase 
Inquiry 
Declined Inquiry 
Return 
Declined
Return

Outside United States:

ATM

Withdrawal
Declined Withdrawal

Inquiry 
Declined Inquiry 

POS

Signature Purchase 

PIN Purchase 

Declined Purchase 
Inquiry

Declined Inquiry 
Return 
Declined Return

*Currency Conversion Rate May Apply

Money Transfer Card to Card:

Up to    $
 100
$   101- $   250
$   251- $ 
 500
$   501- $   750
$   751- $1,000

$1,001- $1,500 
$1,501   $2,000

Transfer to Checking Account
(ACH)      $1.50 
PIN
Change                                                                  
Free 
Automated Telephone
(U.S.)                     
Free 
Operator Assisted
(U.S.)                                            
Free 
($0.50 each after 4 Monthly) 
Automated Telephone (Outside
U.S.)       Free 
($1.00 each after 1 Monthly)

Operator Assisted (Outside
U.S.)                             
Free 
($2.50 each after 1 Monthly) 
Website Log
In                                             
Free 
Payday
Advance                                          
Available in Future 
(Paycard Program Only) 
Periodic Statement (Mailed)

Cardholder Initiated Cancellation 
Convenience Check 
Card
Replacement

Loading Card:

	Page 12 of 13 	CARD SERVICES AGREEMENT 5/21/06 





Direct Deposit(1) 
Via ACH
Via
ACH (Per Card, Per Transaction) 
Via Postal Money Order 
Via Wire Transfer
(Plus Bank Fee) 
Via Bank Deposit 
Via Check (7 days to use funds) 
Via
Participating Retailers

(1) You can charge a fee for direct deposit and you would
receive the fee.

Cost of each card:


	# cards ordered 	Cost to Client 
	   5,000 	  
	10,000 	  
	25,000 	  
	50,000 	  


  

  	Page 13 of 13 	CARD SERVICES AGREEMENT 5/21/06