EXHIBIT 10.22

**Medix Resources, Inc.**

**Consulting Agreement**

This Consulting Agreement dated as of July 1, 2003, is made by and between Medix
Resources, Inc., a Colorado corporation with an address at 420 Lexington Avenue, New York, NY
10170 (the "***Company***"), and External Affairs, Inc., a New Jersey corporation with an address at 434
Hasbrouck Blvd., Oradell, NJ 07649 (the "***Consultant***").  In consideration of the mutual covenants
herein contained, the parties hereto, intending to be legally bound hereby, hereby agree as follows:

1. Engagement; Duties.  The Company has been engaging, and
intends to continue to engage, the services of the Consultant and the Consultant
has already provided, and agrees to continue to provide, such services to the
Company on a non-exclusive basis and upon the terms and conditions hereinafter
provided.  The Consultant shall perform such services as are reasonably requested
of it from time to time by the Company including, without limitation, providing
strategic advice to the Company and assisting in the day-to-day operations and
the capital raising efforts of the Company (the "***Services***").  The Consultant
agrees to use its reasonable best efforts to perform the Services in a timely and
competent manner.  The Consultant will devote such time, attention and skill as
may be reasonably necessary to carry out the Services in a timely manner and will
perform the Services competently and in compliance with the policies of the
Company and applicable law.

2. Compensation.  During the Term (as defined below), as
compensation to the Consultant hereunder, the Company shall pay to the
Consultant the following:

(a) cash compensation in an amount equal to $27,375 per
month, payable in advance on the first day of every calendar month;

(b) a performance bonus of $50,000 with respect to the
performance of Services prior to the execution of this Agreement, which bonus
shall be paid to Consultant within 15 days of the execution of this Agreement;

(c) if the Consultant is still a consultant of the Company on
June 30, 2004, a performance bonus to be paid to Consultant, or its assigns, on
or before July 15, 2004 with respect to the period July 1, 2003 through June 30,
2004 (the "***Performance Period***"), based on the following formula:

$275,000           X          
A          =          
Performance Period Bonus
                                                   
$1,500,000

where A equals the amount of the Company's Gross Revenues (as defined below) for the
Performance Period; provided, however, A shall not be greater than $1,500,000.  Nothwithstanding
anything herein to the contrary:

(i) if the Consultant's consulting relationship with the Company has been terminated by the
Company without Cause (as defined below) or terminated by the Consultant for Good Reason (as
defined below), the Company shall pay the Consultant, or its assigns, within 30 days of the
termination of such relationship a performance period bonus for the performance period ending on
the Termination Date (as defined below) based on the formula:

$275,000           X          
A          =          
Performance Period Bonus
                                                  
$1,500,000

where A equals the Company's Gross Revenues for the period July 1, 2003 through the Termination
Date annualized to the period ended June 30, 2004; provided, however, A shall not be greater than
$1,500,000;

(ii) if the Consultant's relationship with the Company has been terminated for Cause (as
defined below), the Consultant shall not be entitled to a performance period bonus for the
Performance Period;

(iii) if the Consultant's consulting relationship with the Company
has been terminated as a result of the death or disability of the Consultant's primary talent or by the
Consultant not for Good Reason (as defined below), the Company shall pay the Consultant within
30 days of the Termination Date a performance period bonus for the performance period ending on
the Termination Date based on the formula:

$275,000           X          
A          X          
B          =          
Performance Period Bonus
                                                 
$1,500,000                 
365

where A equals the Company's Gross Revenue for the period July 1, 2003 through the Termination
Date annualized to the period ended June 30, 2004, and B is the number of days commencing on July
1, 2003 and ending on the Termination Date; provided, however, A shall not be greater than
$1,500,000;

(d)  (i) on July 10, 2003, the Company shall award to the Consultant, or its assigns, 500,000
performance shares (the "***Performance Shares***") under the Company's 2003 Stock Incentive Plan
(the "***Plan***") providing the Consultant with the right (the "***Performance Objective***") to receive
500,000 shares of the Company's Common Stock, par value $0.001 per share ("***Common Stock***")
on the earlier of (a) January 6, 2004, but only if the Company on such date is not in a bankruptcy
proceeding, or (b) July 9, 2008, but only if the Consultant or any of its employees is a consultant to or
employee of the Company on either of said dates.  The Company shall also provide the Consultant,
or its assigns, with a cash payment sufficient to cover all taxes incurred by the Consultant in
connection with the issuance of such shares of Common Stock and the Company's payments to the
Consultant to cover taxes;

(ii) on July 10, 2003, the Company shall award to the Consultant a five
(5) year non-qualified stock option (the "Option") under the Plan to purchase 1,500,000 shares of
Common Stock at an exercise price of $0.25 per share.  The Option with respect to 125,000 shares
shall vest (i.e., become non-forfeitable and exercisable) on September 30, 2003, and with respect to
an additional 125,000 shares on each of December 31, 2003, March 30, 2004 and June 30, 2004,
provided the Consultant's consulting relationship with the Company is continuing on each respective
date.  (The portion of the Option to the extent of the 500,000 shares vesting pursuant to the
immediately preceding sentence shall be referred to as the "***Non-Performance Based Portion***").  The
Option shall vest with respect to 1,000,000 shares on the earlier of (a) June 30, 2004, but only if the
Consultant is still a consultant to the Company on that date, or (b) July 9, 2008, but only if the
Consultant or any of its employees is a consultant to or employee of the Company on said date.
Vesting on June 30, 2004 shall only be to the extent determined under the following formula;

1,000,000           X          
A          =          
Shares Vesting
               
                                                   
$1,500,000

where A equals the amount of the Company's Gross Revenue for the Performance Period; provided,
however, A shall not be greater than $1,500,000 (the portion of the Option to the extent of the
1,000,000 shares vesting pursuant to the foregoing formula shall be referred to as the "***Performance
Based Portion***");

(iii) Notwithstanding anything herein to the contrary,

(1) if the Consultant's consulting relationship with the
Company has been terminated by the Company without Cause (as defined below)
or terminated by the Consultant for Good Reason (as defined below), (a) the
Performance Objective with respect to the Performance Shares shall be deemed
to have been met and the Company shall immediately issue to the Consultant or
its assigns the shares of Common Stock with respect to the Performance Shares,
(b) the Non-Performance Based Portions of the Option shall immediately vest
and remain exercisable for the remaining original term of the Option and (c) the
Performance Based Portion of the Option shall immediately vest and remain
exercisable for the remaining original term of the Option to the extent determined
under the following formula:

1,000,000           X          
A          =          
Shares Vesting                    
                                                   
$1,500,000

where A equals the Company's Gross Revenue for the period July 1, 2003 through the Termination
Date annualized to the period ended June 30, 2004; provided, however, A shall not be greater than
$1,500,000;

(2) if the Consultant's consulting relationship with the
Company has been terminated by the Company for Cause (as defined below), the
Option to the extent not vested and the Performance Shares, if the Performance
Objective had not been previously met, shall be immediately forfeited;

(3) if the Consultant's relationship with the Company has been
terminated as a result of the death or disability of the Consultant's primary talent
or by Consultant not for Good Reason (as defined below), (a) the Performance
Shares shall continue to be subject to the provisions of Section 2(d)(i) hereof and
(b) the Performance Based Portion of the Option shall immediately vest and
remain exercisable for the remaining original term of the Option  to the extent
determined under the following formula:

1,000,000           X          
A          X          
B          =          
Shares Vesting
                                                    
$1,500,000               
365

where A equals the Company's Gross Revenues for the period July 1, 2003 through the Termination
Date annualized to the period ended June 30, 2004 and B is the number days commencing on July
1, 2003 and ending on the Termination Date; provided, however, A shall not be greater than
$1,500,000;

(4) if a change in control of the Company occurs, any unvested
portion of the Option shall become fully vested and exercisable upon the
effective date of the change in control and all of the unexercised portion of the
Option shall remain exercisable for the remaining original term of the Option and
the Performance Objective with respect to the Performance Shares shall be
deemed to have been met and the Company shall immediately issue the shares of
Common Stock with respect to the Performance Shares.  For the purpose of this
Agreement, a "change in control" means:  (A) the direct or indirect acquisition,
whether in one or a series of transactions by any person (as such term is used in
Section 13(d) and Section 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "***Exchange Act***")), or related persons (such person or persons, an
"***Acquirer***") constituting a group (as such term is used in Rule 13d-5 under the
Exchange Act), of (1) beneficial ownership (as defined in the Exchange Act) of
issued and outstanding shares of stock of the Company, the result of which
acquisition is that such person or such group possesses in excess of 50% of the
combined voting power of all then-issued and outstanding stock of the Company,
or (2) the power to elect, appoint, or cause the election or appointment of at least
a majority of the members of the Board (or such other governing body in the
event the Company or any successor entity is not a corporation); (B) a merger or
consolidation of the Company with a person or a direct or indirect subsidiary of
such person, provided that the result of such merger or consolidation, whether in
one or a series of related transactions, is that the holders of the outstanding voting
stock of the Company immediately prior to the consummation of such transaction
do not possess, whether directly or indirectly, immediately after the
consummation of such merger or consolidation, in excess of 50% of the
combined voting power of all then-issued and outstanding stock of the merged
or consolidated person, its direct or indirect parent, or the surviving person of
such merger or consolidation; or (C)  a sale or disposition, whether in one or a
series of transactions, of all or substantially all of the Company's assets.

(e) As used in this Section 2, the following terms shall have
the following meanings:

(i) "***Gross Revenues***" for any period means the
"revenues" line of the Company's income statement for such period, including
any revenues of businesses acquired during the Term, but excluding any
extraordinary items such as proceeds from the sale of assets or from the
repayment of Indebtedness owed to the Company;

(ii) "***Cause***" means:

(1) a material breach by the Consultant of any provision of this
Agreement;

(2) with respect to a crime constituting a felony, the conviction
of, or a plea of guilty or nolo contendere by, the Consultant or any employee of
the Consultant through whom the Services were being provided; or

(3) gross neglect by the Consultant the material duties
hereunder or willful misconduct by the Consultant or one of its employee in the
performance of Consultant's material responsibilities hereunder; provided,
however, the Company shall not be entitled to****terminate Consultant's relationship
with the Company for Cause under clause (1) or (3) above unless the Company
provided the Consultant with written notice of the facts and circumstances giving
rise to Cause within 45 days of the occurrence of such facts and circumstance and
the Consultant fails to cure the situation within 15 days after receipt of such
notice;

(iii) "***Good Reason***" means a material breach of
the provisions of this Agreement, including but not limited to, any of the
following without the Consultant's consent:

(1) a material diminution in the Consultant's duties or
responsibilities as existed immediately prior to the execution of this Agreement;

(2) a reduction in Consultant's compensation or any failure by
the Company to grant the Performance Shares or the Option in accordance with
Section 2(d)(i) and (ii) hereof, respectively; or

(3) the failure to pay in a timely manner any compensation
owed to the Consultant; provided, however, the Consultant shall not be entitled
to resign for Good Reason unless the Consultant provides the Company with
written notice of the event constituting "Good Reason" within 90 days of the
occurrence of such event and the Company fails to cure such event within 15
days after receipt of such notice;

(iv) "***Termination Date***" means the date the Consultant's
consulting relationship with the Company terminated; provided, however, in
the case where the Company failed to provide the 90-day notice required by
Section 5(a) hereof, or where the Consultant provides the 90-day notice
required by Section 5(a) but the Company terminates the relationship without
Cause prior to the end of the notice period, Termination Date shall mean the
last day of such 90-day notice period.

3. Registration.  The Company shall as promptly as reasonably
practical file a Registration Statement on Form S-8 with the Securities and
Exchange Commission (including a resale prospectus on Form S-3 registering the
resale of shares of Common Stock by the Consultant or its assigns, if it were to
become an affiliate of the Company) registering all of the share of Common
Stock, including the options, performance shares or any other equity awards that
may be granted under the Plan, including to Consultant as herein provided.  The
Company shall keep such Form S-8 registration statement effective for so long
as any options, performance shares or other equity awards remain outstanding.
Notwithstanding anything in this Section 3 to the contrary, the Company's
obligations under this Section 3 are limited to use of its best efforts only.

4. Expenses.  The Consultant shall be reimbursed by the Company
for all reasonable business expenses which are deductible by the Company for
Federal income tax purposes and which were incurred by the Consultant during
the performance of the Services in accordance with the Company's policies for
independent contractors as are in effect from time to time; subject to the
presentation to the Company by the Consultant of an itemized account of such
expenditures, together with supporting vouchers, and subject to pre-approval of
any individual expenditure in excess of $2,500.  In addition, the Company shall
pay or reimburse the Consultant for up to $5,000 of legal expenses incurred in
negotiating this Agreement.

5. Term.  The term (the "***Term***") of the Consultant's engagement
hereunder shall commence as of July 1, 2003 and shall continue through the close
of business on June 30, 2004 unless terminated by either party hereto as follows:
(a) for any reason upon ninety (90) days prior written notice to the other party (if
initiated by the Company, a termination by the Company without Cause, and if
initiated by the Consultant, a termination by the Consultant not for Good
Reason), (b) by the Company for Cause upon written notice to the Consultant, (c)
by the Consultant for Good Reason upon written notice to the Company or (d)
upon the death or disability of the Consultant's primary talent, if the Consultant
cannot find within 15 days of such death or disability a replacement approved by
the Company.  Upon termination by either party, no payments with respect to
Services performed by the Consultant after the effective date of such termination
shall be due or payable from the Company to the Consultant.

6. Offset in event of Termination Not for Good Reason.  In the
event the Consultant terminates its consulting relationship with the Company
not for Good Reason, (a) any sign-on bonus the Consultant may receive from a
subsequent relationship attributable to services performed or to be performed
for the subsequent relationship during the period between the Termination
Date and the end of the original Term (the "Unfinished Term") shall reduce
the amount of any performance period bonus owed to the Consultant pursuant
to Section 2(c)(iii) hereof, (b) any restricted or unrestricted stock granted to
the Consultant from a subsequent relationship attributable to services
performed or to be performed for the subsequent relationship during the
Unfinished Term shall reduce the number of Performance Shares that the
Consultant would be entitled to pursuant to Section 2(d)(iii)(3)(a) hereof by an
amount equal in value to the value of the restricted or unrestricted stock
granted to the Consultant from the subsequent relationship; and (c) any
options granted to the Consultant from a subsequent relationship attributable
to services performed or to be performed by the Consultant for the subsequent
relationship during the Unfinished Term shall reduce the portion of the Option
that would vests pursuant to Section 2(d)(iii)(3)(b) hereof  by an amount equal
in the value to the value of the options granted to the Consultant from the
subsequent relationship.

7. Confidentiality.  The Consultant acknowledges and agrees that the
Confidentiality Agreement dated as of even date hereof between the Consultant
and the Company and attached hereto as Exhibit A is hereby incorporated into
this Agreement.

8. Consultant's Ability to Enter into this Agreement.  The Consultant
hereby represents and warrants to the Company that (i) it has the legal capacity
to execute and perform this Agreement; and (ii) this Agreement is a valid and
binding agreement enforceable against it according to its terms and the execution
and performance hereof by the Consultant does not violate any agreement or
arrangement to which the Consultant is a party or by which it is bound.

9. Securities Matters.  The Consultant hereby represents and warrants
to the Company that:

(a) The Consultant acknowledges that the securities to be
issued and delivered to the Consultant hereunder (the "Securities") will not be
registered under the Securities Act of 1933 or the "blue sky" laws of any state, but
will be issued in reliance upon the exemption afforded by Section 4(2) of the Act,
and that the Company is relying upon the truth and accuracy of the
representations set forth in this Section 9.  Notwithstanding this Section 9(a), the
Company agrees to the registration rights set forth in Section 3 hereof.

(b) The Securities will be acquired for the Consultant's own
account, not as nominee or agent, and not with a view to the resale or other
transfer or distribution of any portion thereof or interest therein in violation of the
Act, and the Consultant has no present intention of selling, granting any
participation in, or otherwise transferring or distributing the Securities or any
portion thereof or interest therein in violation of the Act.  The Consultant is not
a registered broker-dealer or an entity engaged in the business of being a broker-dealer.

(c) The Consultant acknowledges that it can bear the
economic risk and complete loss of its investment in the Securities, and has such
knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment contemplated hereby.

(d) The Consultant has had an opportunity to receive all
additional information related to the Company requested by it and to ask
questions of and receive answers from the Company regarding the Company, its
business and the terms and conditions of the offering of the Securities.

(e) The Consultant understands that the Securities are
characterized as "restricted securities" under the U.S. federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Act only in certain
limited circumstances.

(f) Legends.  It is understood that, until the earlier of: (a)
registration under the Act or (b) the time when any of the Securities may be sold
pursuant to Rule 144, certificates or agreements evidencing such Securities, as
the case may be, may bear the following or any substantially similar legend:

> "THE
> SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
> UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
> SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD,
> TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
> AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM
> REGISTRATION UNDER THE FOREGOING LAWS".

(g) Accredited Investor.  The Consultant is an accredited
investor as defined in Rule 501(a) of Regulation D promulgated under the Act.

10. Independent Contractor.  It is expressly agreed that the Consultant is acting solely as
an independent contractor in performing the Services hereunder.  Neither party to this Agreement
has any authority to bind or commit the other nor will either party's acts or omissions be deemed the
acts of the other.

11. Indemnification.

(a)  The Consultant shall indemnify and hold harmless the Company, and its
officers, directors, employees, agents and representatives, against and in respect of any and all
claims, costs, expenses, damages, liabilities, losses or deficiencies (including, without limitation,
counsel's fees and other costs and expenses incident to any suit, action or proceeding) arising out
of, resulting from or incurred in connection with a claim by any third-party against such indemnified
party in connection with the provision of the Services (i) to the extent that the Consultant's provision
of the Services is inconsistent with this Agreement or (ii) that results from the Consultant's gross
negligence or willful misconduct.

(b) The Company and the Consultant hereby acknowledge and agree that the
indemnification provisions attached hereto on Exhibit B are hereby incorporated into and made a part
of this Agreement.

12. Notice.  Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if
given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of
complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier
of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first
class mail, postage prepaid, and (iv) if given by a nationally recognized overnight courier, then such
notice shall be deemed given one day after delivery to such courier.  All notices shall be addressed
to the party to be notified at the address as follows, or at such other address as such party may
designate by ten (10) days' advance written notice to the other party:

|If to the Company, to:
    Medix Resources, Inc.
    420 Lexington Avenue
    New York, New York 10170
    Phone: (212) 697-2509
    Fax: (212) 681-9817
    Attention: Darryl R. Cohen | With a copy to:
  Warshaw Burstein Cohen Schlesinger & Kuh, LLP
  555  Fifth Avenue, 11th Floor
  New York, NY  10017
  Attention:  Peter B. Hirshfield
  Phone: (212) 984-7836
  Fax: (646) 349-1665
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|If to the Consultant, to:
    External Affairs, Inc.
    25 Broad Street, #3I
    New York, NY 10004
    Phone: (646) 414-1151
    Fax: (509) 757-4801
    Attention: Andrew Brown      | With a copy to:
  External Affairs, Inc.
  434 Hasbrouck Blvd
  Oradell, NJ 07649
  Phone: (201) 261-4197
  Fax: (509) 757-4801
  Attention:  Beth Levine                                            

13. Governing Law; Jurisdiction; Venue.  This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York, without reference to the
choice of law principles thereof.  Each of the parties hereto irrevocably submits to the non-exclusive
jurisdiction of the courts of the State of New York and the United States District Courts for the
Southern District of New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby.  Each of the parties
hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or
proceeding and to the laying of venue in such court.  Each party hereto irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

14. Miscellaneous.  This
Agreement is personal to the Consultant
and may not be assigned by it by
operation of law or otherwise, and any
attempted assignment shall be null and
void.  This Agreement shall be binding
upon and inure to the benefit of the
parties hereto and, in the case of the
Company, to its successors and assigns.
This Agreement shall be for the sole
benefit of the parties to this Agreement
and to the Company's successors and
assigns, and is not intended, nor shall be
construed, to give any other person any
legal or equitable right, remedy or claim
hereunder.  This Agreement shall
constitute the entire agreement between
the parties with respect to the matters
covered hereby and shall supersede all
previous written, oral or implied
understandings among them with respect
to such matters.  This Agreement may
only be amended or otherwise modified
by a writing executed by the Company
and Consultant.  No failure or delay by
either party in exercising any right or
remedy hereunder shall operate as a
waiver thereof, nor shall a waiver of a
particular right or remedy on one
occasion be deemed a waiver of any
other right or remedy or a waiver of the
same right or remedy on any subsequent
occasion.  This Agreement has been
jointly prepared by Consultant and the
Company and shall not be strictly
construed against either.  This
Agreement may be executed in
counterparts, each of which shall be
deemed an original agreement, but all of
which together shall constitute one and
the same instrument.

**IN WITNESS
WHEREOF,** the Company has caused
this Agreement to be executed by its duly
authorized officer and Consultant has
signed this Agreement as of the date first
above written.

|**MEDIX RESOURCES, INC.**

By:____________________________

Darryl Cohen, President | **EXTERNAL AFFAIRS, INC.**
      ____________________________
      Beth Levine, President
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------



**EXHIBIT A**

**Medix Resources, Inc.**

**Consultant Confidentiality Agreement**

**** This Agreement (the "Agreement")
is given this __ day of July, 2003 by the
undersigned to Medix Resources, Inc., a
Colorado corporation (the "Company").

**RECITALS**

**** A.	The undersigned, a
consultant to the Company and/or one or
more of its subsidiaries, and/or a member,
employee, representative or agent of a
consultant to the Company, desires to
induce the Company and/or one or more
of its subsidiaries to entrust in the
undersigned significant information
regarding the operations and proprietary
rights of the Company.

**NOW THEREFORE**, to
induce the Company to entrust such
information in the undersigned, I agree to
the following:

**** 1. **Confidential
Information.**  I
understand that during
the course of my
providing services to
the Company either on
my own behalf or for
my employer, I may
have, or I may have
had, access to
confidential
information regarding
the Company and its
subsidiaries and that
such access is given in
trust and confidence.
As such, I agree not to
disclose directly or
indirectly to any
unauthorized person or
entity, and agree not to
make use of, without
the prior written
permission of the
Company, at any time
during or after my
retention as a
consultant or during
the period that I am a
member, employee,
representative or agent
of a consultant to the
Company and
thereafter, knowledge
which I acquire or
acquired either before,
during or after my
retention as a
consultant by the
Company or during the
period that I am a
member, employee,
representative or agent
of a consultant to the
Company and
thereafter, respecting
the Company's
confidential
information, except for
and on behalf of the
Company, and solely
within the course and
scope of my retention
as a consultant or as a
member, employee,
representative or agent
of a consultant to the
Company.
Confidential
information regarding
the Company means
confidential
information (whether
or not reduced to
writing or other
medium) concerning
the organization,
business or finances of
the Company
including, but not
limited to, trade secrets
or confidential
information respecting
inventions, products,
designs, methods,
show-how and know-how, techniques,
systems, processes,
engineering data,
software programs,
algorithms, formulae,
works of authorship,
customer and supplier
lists and accounts,
pricing and costing
methods, projects,
plans, proposals and
non-public financial
information.  I also
agree to safeguard the
same by all reasonable
steps and to abide by
all Company policies
and procedures
regarding storage,
copying and handling
of documents.  I
realize that the above
applies to all
confidential
information of others
entrusted to the
Company.  This
obligation shall be in
force unless and until
such confidential
information becomes
generally available to
the public by
publication or other
legal means (but not as
a result of the unlawful
use or publication).

**** I agree
that at any time during
or after my retention as
a consultant or during
the period that I am a
member, employee,
representative or agent
of a consultant to the
Company and
thereafter, I shall not
make, use or permit to
be used any Company
Property otherwise
than for the benefit of
the Company.  The
term "Company
Property" shall include
all notes, notebooks,
memoranda, reports,
lists, records,
drawings, sketches,
specifications,
software programs,
software code, data,
graphics, computers,
test equipment,
models, tools, cellular
telephones, pagers,
credit and/or calling
cards, keys, access
cards, documentation
or other materials of
any nature and in any
form, whether written,
printed, electronic or
in digital format or
otherwise, relating to
any matter within the
scope of the business
of the Company or
concerning any of its
dealings or affairs and
any other property of
the Company in my
possession, custody or
control (whether
prepared by me or
others).  I further agree
that during or after my
retention as a
consultant or during
the period that I am a
member, employee,
representative or agent
of a consultant to the
Company and
thereafter I shall not
use any such Company
Property and shall use
my reasonable best
efforts to prevent
others from using the
same.  I acknowledge
and agree that all
Company Property
shall be and remain the
sole and exclusive
property of the
Company.
Immediately upon the
termination of my
retention as a
consultant or the
retention of any entity
with which I am
affiliated I shall deliver
all Company Property
in my possession, and
all copies thereof, to
the Company.

**** The
foregoing shall not
apply if disclosure is
required by a court of
law, by any
governmental agency
having supervisory
authority over the
business of the
Company or by any
administrative or
legislative body
(including a committee
thereof) with apparent
or actual jurisdiction to
order the undersigned
to divulge, disclose or
make accessible such
information.  In the
event the undersigned
is requested to disclose
information as
contemplated in the
preceding sentence, the
undersigned agrees,
unless otherwise
prohibited by law, to
give the Company's
General Counsel
prompt written notice
of any request for
disclosure in advance
of the undersigned
making such
disclosure in order to
permit the Company a
reasonable opportunity
to challenge such
disclosure.

**** 2. **Assignment**.  The term
"Company" shall
include the Company
and any of its
subsidiaries, divisions,
or affiliates.  The
Company shall have
the right to assign this
Agreement to its
successors and assigns,
and all covenants and
agreements hereunder
shall inure to the
benefit of and be
enforceable by said
successors or assigns.

**** 3. **Equitable Remedies.**
I agree that any breach
of this Agreement by
me may cause
irreparable damage to
the Company and that
in the event of such
breach, the Company
shall have, in addition
to any and all remedies
of law, the right to
injunction, specific
performance or other
equitable relief to
prevent the violation of
my obligations
hereunder.

**** 4. **Amendments/Waivers/Survival.**  Any
amendment to or
modification of this
Agreement, or any
waiver of any
provision hereof, shall
be in writing and
signed by the President
of Company.  Any
waiver by the
Company of a breach
of any provision of this
Agreement shall not
operate or be construed
as a waiver of any
subsequent breach of
such provision or any
other provision hereof.
This entire agreement
and my obligations
hereunder shall survive
any termination or
cessation of my
retention as a
consultant to the
Company or the
retention of any entity
with which I am
affiliated (with or
without cause) and
shall be binding upon
my heirs, executors,
administrators and
legal representatives.

**** 5. **Miscellaneous.**  If any
provision of this
Agreement is held by a
court to be invalid or
unenforceable, such
provision will be
reformed and
construed to the fullest
extent enforceable, and
the remainder of this
Agreement shall
continue in force and
effect.  I acknowledge
and agree that the
restrictions on the
activities in which I
may engage that are set
forth in this Agreement
and the location and
period of time for
which such restrictions
apply are reasonable
and necessary to
protect the Company's
legitimate business
interests.  This
Agreement shall be
governed by, and
construed in
accordance with, the
internal laws of the
State of New York,
without reference to
the choice of law
principles thereof.  I
irrevocably submit to
the non-exclusive
jurisdiction of the
courts of the State of
New York and the
United States District
Courts for the
Southern District of
New York for the
purpose of any suit,
action, proceeding or
judgment relating to or
arising out of this
Agreement and the
transactions
contemplated hereby.
I irrevocably consent
to the jurisdiction of
any such court in any
such suit, action or
proceeding and to the
laying of venue in such
court.  I irrevocably
waive any objection to
the laying of venue of
any such suit, action or
proceeding brought in
such courts and
irrevocably waives any
claim that any such
suit, action or
proceeding brought in
any such court has
been brought in an
inconvenient forum.
This Agreement
supersedes all prior
agreements, whether
written or oral, with
the Company in
connection with the
subject matter hereof.
Execution and delivery
of this Agreement by
facsimile transmission
shall constitute
execution and delivery
of this Agreement for
all purposes, with the
same force and effect
as execution and
delivery of an original
manually signed copy
hereof.

**** I have signed and
dated this Agreement
below to indicate my
agreement to its
provisions and to
acknowledge that I
have received a copy
of this Agreement.



Name of Consultant:
External Affairs, Inc.





Signature:

Beth Levine, President



**EXHIBIT  B**

**Indemnification Provisions**

(a)Medix
Resources, Inc. (the
"Company") agrees to
indemnify and hold
External Affairs, Inc.
(the "Consultant"), its
affiliates and any
affiliated entities of
Consultant and its
respective
shareholders,
members, officers,
directors, partners,
employees, agents and
controlling persons
within the meaning of
Section 15 of the
Securities Act of 1933
or Section 20 of the
Securities Exchange
Act of 1934
(Consultant and each
such entity and person
being hereinafter
called an "Indemnified
Party") harmless from
and against any and all
claims, liabilities,
losses, damages, costs
and expenses incurred
(including fees and
disbursements of
counsel) by them
which are (A) caused
by, related to or arise
out of (i) actions taken
or omitted to be taken
(including any untrue
statements made or
any statements omitted
to be made) by the
Company or (ii)
actions taken or
omitted to be taken
(including any untrue
statements made or
any statements omitted
to be made) by an
Indemnified Person
with the Company's
consent or in
conformity with
actions taken or
omitted to be taken by
the Company or (B)
actions taken or
omitted to be taken
which otherwise
related to or arise out
of Consultant's
activities performed
pursuant to the
accompanying
Agreement (including,
without limitation, its
role as financial
advisor and agent), the
transactions and
actions contemplated
by the accompanying
Agreement or
Consultant's role in
connection therewith.
The Company will not,
however, be
responsible for any
such claims, liabilities,
losses, damages, costs
or expenses pursuant
to clause A(ii) and (B)
of the preceding
sentence, which have
been finally
determined by a court
of competent
jurisdiction to have
primarily and directly
resulted from: (a)
willful misconduct or
gross negligence on
the part of the
Indemnified Person
seeking
indemnification
hereunder; (b) breach
of the duty of loyalty
to the Company; (c)
acts or omissions not
in good faith or (d)
knowing violations of
law.

(b)Notwithstanding
anything expressed or
implied herein to the
contrary, the indemnity
provided for herein
shall cover the amount
of any settlements
entered into by an
Indemnified Party in
connection with any
claim for which an
Indemnified Party may
be indemnified
hereunder; provided,
however, that an
Indemnified Party shall
not enter into any such
settlement unless the
Company has
consented thereto
(which consent shall
not be unreasonably
withheld).  No
settlement binding on
an Indemnified Party
may be made without
the consent of an
Indemnified Party
(which consent shall
not be unreasonably
withheld).

(c)The Company
and the Consultant
agree that if any
indemnification sought
by an Indemnified
Person pursuant to this
paragraph is held by a
court to be unavailable
for any reason other
than that specified in
the second sentence of
paragraph (a) above,
then (whether or not
the Consultant is the
Indemnified Person),
in order to provide just
and equitable
contribution, the
Company and the
Consultant shall
contribute to the
claims, liabilities,
losses, damages, costs
and expenses for
which such
indemnification is held
unavailable in such
proportion as is
appropriate to reflect
the relative benefits of
the Company, on the
one hand, and
Consultant, on the
other hand, in
connection with the
action(s) or
transaction(s)
contemplated by the
accompanying
Agreement, and also
the relative fault of the
Company, on the one
hand, and Consultant,
on the other hand,
subject to the
limitation that in any
event Consultant's
aggregate contribution
to all claims,
liabilities, losses,
damages, costs and
expenses with respect
to which contribution
is available hereunder
shall not exceed the
amount of fees (but not
expenses) actually
received by Consultant
pursuant to the
accompanying
Agreement. No person
found liable for a
fraudulent
misrepresentation shall
be entitled to
contribution from any
person who is not also
found liable for such
fraudulent
misrepresentation.

(d)The Company
and the Consultant
also agree that no
Indemnified Person
shall have any liability
(whether direct or
indirect, in contract or
tort or otherwise) to
the Company for or in
connection with this
Agreement, the
transactions
contemplated hereby
or Consultant's role in
connection therewith,
except for any such
liability for losses,
claims, damages,
liabilities or expenses
incurred by the
Company that are
determined by final
judgment or a court of
competent jurisdiction
to have resulted
primarily from: (a)
actions taken or
omitted to be taken by
such Indemnified
Person from willful
misconduct or gross
negligence, (b) breach
of the duty of loyalty
to the Company; (c)
acts or omissions not
in good faith or (d)
knowing violations of
law.

(e)The Company
shall advance to the
Indemnified Person  to
the extent permitted by
law all reasonable
costs and expenses
incurred by it in
connection with a
proceeding or claim
indemnified within 30
days after receipt by
the Company of a
written request, with
appropriate
documentation, for
such advance.  Such
request shall include
an undertaking by the
Indemnified Person to
repay the amount of
such advance if it shall
ultimately be
determined that it is
not entitled to be
indemnified against
such costs and
expenses.

(f)The provisions
in this Exhibit B shall
remain operative and
in full force and effect
regardless of the
termination or
expiration of the
engagement pursuant
to the accompanying
Agreement.