Exhibit 10.7


    AGREEMENT

    


    THIS
      Agreement (the "Agreement") is made and entered into on February 5, 2007 by
      and
      between HSA Bank®
      a division of Webster Bank, N.A. (“HSA”), and Medefile International, Inc., a
      Nevada corporation (“Medefile” or the “Company”).

    


    W
      I T
      N E S S E T H:

    


    WHEREAS,
      Medefile
      sells memberships to electronically store and provide access to customer medical
      records; and

    


    WHEREAS,
      HSA
      desires to offer Medefile memberships to its clients and employees who are
      referred to Medefile by HSA under the terms of this Agreement (the “HSA
      Members”) by including information regarding Medefile in mailings, newsletters,
      emails and other communications; and

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual premises, covenants and Agreements hereinafter
      set
      forth, the parties hereby agree as follows:

    


    1. Sales
      Arrangement.
      The
      Company hereby authorizes HSA to solicit memberships for Medefile’s services
      (“Memberships”) from time to time during the term of this Agreement. HSA shall
      place a hyperlink from its website to the Company’s website, which will enable
      HSA Members to sign up for Medefile’s service at the discounted rate set forth
      in Schedule A hereto. 

    2. Term.
      This
      Agreement shall remain in force and effect for a term of one (1) year (the
      "Term") commencing on the date hereof, subject to prior termination by mutual
      agreement of the parties hereto or hereinafter provided. Subject to the
      Company’s right to terminate the Agreement prior to the expiration of the Term
      as enumerated in Section 5 herein below, the Term shall automatically renew
      for
      additional one-year terms unless either party delivers written notice to the
      other party of the intent to not renew this Agreement, which notice shall be
      delivered on or prior to ninety (90) days before such renewal date, or is
      terminated under paragraph 4.1 of this Agreement.

    


    3. Price
      of Memberships, Payment Processing and Compensation. 

    


    3.1 Medefile
      agrees to sell Medefile memberships to HSA Members at a discounted rate to
      be
      determined by HSA, as set forth in Schedule A hereto (the “Discounted Rate”).
      The Discounted Rate shall be no
      lower
      than
      $100 and no
      higher
      than
      $199. Medefile will waive its customary activation fee for HSA Members. These
      individuals shall be identified via application forms (paper or electronic)
      which contain information indicating HSA as the source of such
      individuals.

    


    3.2 For
      each
      Medefile membership sold to HSA Members, the Company will retain $100. For
      each
      Medefile membership sold to HSA Members, the Company will pay to HSA the
      difference between $100 and the Discounted Rate (the “Revenue
      Share”).

    


    3.3
       Medefile
      will distribute the Revenue Share as follows:

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (i) For
      memberships that are paid in advance, revenue share will be distributed in
      full
      on the appropriate schedule. 

    


    (ii) For
      memberships that are purchased through financing and for monthly paying
      accounts, Medefile will distribute the Revenue Share on a pro rata basis as
      the
      fees are collected.

    


    Medefile
      will reconcile all sales for the preceding month on the first day of the next
      month. Medefile will provide HSA Bank with a reconciliation report five (5)
      days
      later. Any revenue share owed to HSA Bank will be paid on the first of the
      following month (e.g. for month ended September 30, Company reconciliation
      will
      occur on October 1, a report will be delivered to HSA Bank by October 5 and
      payment shall be made on November 1). 

    


    4. Termination.

    


    4.1 Termination
      by Either Party Without Cause.
      This
      Agreement may be terminated by either party at any time upon thirty (30) days
      written notice to the other party.

    


    4.2 Termination
      by Either Party for Cause.
      This
      Agreement may be terminated by either party for Cause as described herein.
      For
      purposes of this Agreement, "cause" shall mean: 

    


    
      	 	
              (i)

            	
              breach
                of any of the provisions of this Agreement; the breaching party shall
                be
                give 30 days to cure such breach after notice
                thereof.

            


    

    


    
      	 	
              (ii)

            	
              failure
                by a party to comply in any material respect with the terms of any
                provision contained in this Agreement, if any, or any written policies
                or
                directives of the Company’s senior
                management.

            


    

    


    
      	 	
              (iii)

            	
              a
                party is convicted of, pleads guilty to, confesses to any felony
                or any
                act of fraud, misappropriation or
                embezzlement

            


    

    


    
      	 	
              (iv)

            	
              a
                party engages in a fraudulent act or dishonest act to the damage
                or
                prejudice of the other party and its affiliates or engages in conduct
                or
                activities damaging to the property, business or reputation of the
                other
                party and its affiliates, all as determined by the non-breaching
                party in
                good faith.

            


    

    


    
      	
            	(v)	
              a
                party’s willful malfeasance or gross negligence.
                

            


    

    


    
      	 	
              (vi)

            	
              Any
                material misrepresentation or conceal-ment of a material fact made
                by
                either party in connection with this Agreement.


            


    

    


    
      	
            	(vii)	
              Breach
                of any covenant made by either party hereunder.


            


    

    


    
      	
            	(viii)	
              The
                failure by either party substantially to perform its duties or obligations
                hereunder, within 30 days after notice of such
                failure.

            


    

     

     

    
      
        
        

      

      
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      	(ix)       
               	
              a
                party engaging in misconduct that is materially injurious to the
                other.

            


    

    


    
      	(x)          
              	
              a
                party engaging in any act that in any way has a direct, substantial,
                and
                adverse effect on the other party’s
                reputation.

            


    

    


    
      	(xi)       
               	
              a
                party’s conviction, or entry of a plea of guilty or nolo contendere,
                in
                a court of competent jurisdiction, for a crime constituting a
                felony.

            


    

    


    
      	(xii)     
                	
              A
                party (i) voluntarily files for bankruptcy or makes an assignment
                for the
                benefit of its creditors, admits in writing its inability to pay
                its debts
                generally as they become due or consents to the appointment of a
                receiver,
                trustee, liquidator or conservator for it or any part of its property;
                (ii) has a receiver, liquidator or trustee appointed by court order
                and
                such order remains in effect for more than ninety (90) calendar days,
                or a
                receivership, insolvency or bankruptcy proceeding is commenced or
                a
                petition is filed against such party under any applicable liquidation,
                conservatorship, bankruptcy, moratorium, insolvency, reorganization
                or
                similar law for the relief of debtors; (iii) commences dissolution,
                liquidation or otherwise winding up its business, (iv) is named as
                a
                defendant in any involuntarily bankruptcy or insolvency proceeding
                by any
                creditor.

            


    

    


    4.3 Effect
      of Termination. 

    


    
      	(i)   
                	
              For
                a period of twenty four (24) months after the date of any termination
                notice delivered by the Company pursuant to Section 4.1 herein, HSA
                shall
                remain entitled to compensation for fees generated and collected
                from
                memberships sold to HSA Members by Medefile prior to termination
                of the
                Agreement.

            


    

    


    
      	(ii)    
               	
              Upon
                termination of this Agreement by HSA pursuant to Section 4.1 herein,
                the
                parties expressly acknowledge and agree that the Company shall have
                no
                further obligation to pay HSA for any compensation accrued prior
                to or
                subsequent to termination of the Agreement. Further, the parties
                expressly
                acknowledge and agree that the Company shall have no further obligation
                to
                pay HSA for any renewals for any memberships sold to HSA Members
                during
                the Term of the Agreement.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	(iii)    
               	
              Upon
                termination of this Agreement by the Company pursuant to Section
                4.2
                herein, the parties expressly acknowledge and agree that the Company
                shall
                have no further obligation to pay HSA for any compensation accrued
                prior
                to or subsequent to termination of the Agreement. the parties expressly
                acknowledge and agree that the Company shall have no further obligation
                to
                pay HSA for any renewals for any memberships sold to HSA Members
                during
                the Term of the Agreement.

            


    

    


    
      	(iv)   
               	
              Upon
                termination of this Agreement by HSA pursuant to Section 4.2 herein,
                the
                parties expressly acknowledge and agree that, for a period of twelve
                (12)
                months after the date of any termination notice delivered by HSA
                pursuant
                to Section 4.2 herein, HSA shall remain entitled to compensation
                for fees
                generated and collected from memberships sold to HSA Members by Medefile
                prior to termination of the
                Agreement.

            


    

    


    5.  General
      Provisions.

    


    5.1 Notices.
      All
      notices required to be given under the terms of this Agreement shall be in
      writing and shall be deemed to have been duly given only if delivered to the
      addressee in person, mailed by certified mail, return receipt requested, or
      via
      facsimile with proof of receipt retained by sender, to the address as included
      in the signature page to this Agreement or to any such other address as the
      party to receive the notice shall advise by due notice given in accordance
      with
      this paragraph. Any party hereto may change its or his address for the purpose
      of receiving notices, demands and other communications as herein provided,
      by a
      written notice given in the manner aforesaid to the other party
      hereto.

    


    5.2 Benefit
      of Agreement and Assignment.
      This
      Agreement inures to the benefit of and is binding upon the parties hereto and
      their respective executors, administrators, successors and assigns; provided,
      however, that neither party may assign any of its rights or duties hereunder
      except upon the prior written consent by the authorized representatives of
      the
      other party.

    


    5.3 Applicable
      Law. This
      Agreement is made in and is to be governed by and construed under the laws
      of
      the State of New York.

    


    5.4 Captions.
      The
      captions appearing at the commencement of the sections hereof are descriptive
      only and for convenience of reference only and are not intended to be part
      of or
      to affect the meaning or interpretation of this Agreement.

    


    5.5 Severability.
      In the
      event that any one or more of the provisions contained in this Agreement or
      in
      any other instrument referred to herein, shall, for any reason, be held to
      be
      invalid, illegal or unenforceable in any respect, then to the maximum extent
      permitted by law, such invalidity, illegality or unenforceability shall not
      affect any other provision of this Agreement or any other such
      instrument.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    5.6 Entire
      Agreement.
      This
      Agreement contains the entire Agreement of the parties, and supersedes any
      and
      all other Agreements, either oral or in writing, between the parties hereto
      with
      respect to the subject matter hereof. Each party to this Agreement acknowledges
      that no representations, inducements, promises, or Agreements, oral or
      otherwise, have been made by either party, or anyone acting on behalf of either
      party, which are not embodied herein, and that no other Agreement, statement
      or
      promise not contained in this Agreement shall be valid or binding.

    


    5.7 Amendments.
      This
      Agreement may be modified or amended only by an Agreement in writing signed
      by
      the Company and HSA.

    


    5.8 Waiver.
      No
      waiver of any provision hereof shall be valid unless made in writing and signed
      by the party making the waiver. No waiver of any provision of this Agreement
      shall constitute a waiver of any other provision, whether or not similar, nor
      shall any waiver constitute a continuing waiver.

    


    5.9
       Representations
      and Warranties.
      Each
      party hereto represents and warrants that it has the power and authority to
      execute and deliver this Agreement and to perform its or his obligations
      hereunder.

    


    5.11
       Arbitration.
      Any
      dispute or controversy arising under or in connection with this Agreement,
      other
      than matters pertaining to injunctive relief, including, without limitation,
      temporary restraining orders, preliminary injunctions and permanent injunctions,
      shall, upon the written demand of either party served upon the other party,
      be
      submitted to arbitration. Such arbitration shall be held in the City of New
      York, New York (unless otherwise agreed by the parties), and conducted in
      accordance with the Rules of the American Arbitration Association.

    


    5.12
       Advice
      of Counsel.
      Each
      party
      acknowledges and represents that: (a) it has read the Agreement; (b) it clearly
      understands the Agreement and each of its terms; (c) it fully and
      unconditionally consents to the terms of this Agreement; (d) it has had the
      benefit and advice of counsel of their own selection; (e) it has executed this
      Agreement, freely, with knowledge, and without influence or duress; (f) it
      is
      not relying upon any other representations, either written or oral, express
      or
      implied, made to them by any person; and (g) the consideration received by
      it
      has been actual and adequate.

    


    


    6. Indemnification. 

    


    6.1 Parties
      represent that they comply with all respective applicable laws and regulations,
      including, without limitation, all anti-spam laws and regulations and that
      each
      party’s performance pursuant to the terms of this Agreement will not violate any
      laws or regulations governing the use of emails or the Internet. 

    


    6.2 HSA
      agrees to indemnify and hold harmless, Medefile, its officers, directors,
      agents, shareholders, subsidiaries and affiliates (collectively, “Medefile”)
      against any liability, loss, damages, claim, settlement payment, cost and
      expense, interest, award, judgment, diminution in value, fine, fee, and penalty,
      or other charge, other than Litigation Expenses (as defined in 6.4), arising
      out
      of and relating to HSA’s performance under this Agreement or any agreements
      between HSA and HSA Members.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    6.3 Medefile
      agrees to indemnify and hold harmless, HSA, its officers, directors, agents,
      shareholders, subsidiaries and affiliates against any liability, loss, damages,
      claim, settlement payment, cost and expense, interest, award, judgment,
      diminution in value, fine, fee, and penalty, or other charge, other than
      Litigation Expenses (as defined in 6.4), arising out of and relating to
      Medefile’s performance under this Agreement or any agreements between Medefile
      and HSA Members.

    


    6.4 “Litigation
      Expenses” means any court filing fee, court cost, arbitration fee or cost, and
      any other fee and cost of investigating and defending, or asserting any claim
      for indemnification under this Agreement, including in each case, attorney’s
      fees, other professionals’ fees and disbursements

    


    7. Confidentiality
      and Non-Competition Covenants

    


    7.1
       Safeguarding
      Requirements.
      The
      Gramm-Leach-Bliley (“GLB”) Act requires financial institutions to create
      safeguards for customer records and information. The objectives of the
      safeguards are to (1) insure the security and confidentiality of customer
      records and information; (2) protect against any anticipated threats or hazards
      to the security or integrity of such records; (3) detect unauthorized access
      to
      or use of such records or information and (4) protect against unauthorized
      access to or use of such records or information that would result in substantial
      harm or inconvenience to any customer (the “Safeguarding Objectives”). In order
      to implement these safeguarding requirements, financial institutions are
      required to have written contracts with their service providers (any person
      or
      entity that maintains, processes, or otherwise is permitted access to customer
      information) that require the service provider implement appropriate measures
      designed to meet the Safeguarding Objectives.

    


    7.2 Safeguards.
      The
      Company represents and agrees that it has and will maintain in place
      commercially reasonable precautions to safeguard the confidentiality, security
      and integrity of Confidential Information in a manner designed to meet the
      Safeguarding Objectives. These precautions shall include (A) contractual
      restrictions on access to the information by vendors and companies, (B)
      Intrusion detection systems on all information systems of HSA maintained or
      controlled by Company, and (C) notification procedures for notifying HSA
      promptly in the event a security breach is detected or suspected, as well as
      other response programs when there is a suspected or detected unauthorized
      disclosure, access or attempted access of Customer Information. These
      precautions shall include, as appropriate: (i) access controls to customer
      information systems, including controls to identify and permit access only
      to
      authorized individuals and controls to prevent access to Customer Information
      through fraudulent means; (ii) employee controls and training; (iii) physical
      access restrictions at locations where Customer Information is located; (iv)
      encryption of electronic Customer Information when appropriate or legally
      required; and (v) a disaster recovery plan as appropriate to protect against
      loss or damage to Customer Information due to potential hazards such as fire
      or
      water damage or technological failures. Company agrees that it will (i) monitor
      the foregoing measures with periodic audits or testing and (ii) provide copies
      of the same sufficient to assure to HSA or its regulatory authorities that
      Company is implementing provisions of this Safeguarding Agreement.

    


    
      
        
        

      

      
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    7.3 Confidentiality
      Requirements.
      The
      parties hereto acknowledge that in the general course of doing business under
      this Agreement, each party may disclose information to the other party that
      is
      deemed confidential and is not subject to disclosure to third parties. Unless
      previously indicated in writing by the party making the disclosure, all
      information disclosed by either party pursuant to this Agreement is to be
      considered strictly confidential and the parties hereto will use commercially
      reasonable efforts to maintain such information as strictly confidential and
      to
      inform their respective officers, directors, employees and agents of the
      strictly confidential status of such information. The obligations of this
      paragraph shall not apply, however, to any information which (a) is already
      in
      the public domain at the time of disclosure or later becomes available to the
      public through no breach of the Agreement by the recipient; (b) was, as between
      the recipient and the party making the disclosure, lawfully in the recipient's
      possession prior to receipt from the party making the disclosure without
      obligation of confidentiality; (c) is received by the recipient independently
      from a third party free to lawfully disclose such information to the recipient;
      or (d) is subsequently independently developed by the recipient as evidenced
      by
      its business records. 

    


    Parties
      agree to (a) use reasonable care to maintain the confidentiality of Confidential
      Information and limit its disclosure to only such of its Representatives as
      have
      a need to know such Confidential Information in order to conduct the
      Discussions; (b) be responsible for the compliance by its Representatives with
      the provisions of this Agreement; (c) not copy Confidential Information for
      any
      purpose other than as necessary to provide agreed-upon services to HSA; (d)
      Not
      use any Confidential Information for any purpose other than as necessary to
      provide agreed-upon services under this Agreement; (e) not discuss or disclose
      Confidential Information except as authorized by this Agreement or as expressly
      authorized by HSA; and (f) promptly report to HSA any actual or suspected
      violation of the terms of this Agreement and take all reasonable further steps
      as required by HSA to prevent, control or remedy any such
      violation.

    


    7.4
       Notification
      of Required Disclosure.
      Notwithstanding the foregoing, each party shall have the right to disclose
      and
      disseminate Confidential Information to third parties as required by law or
      by a
      court order, provided that prior to any such disclosure or dissemination, the
      party disclosing or disseminating the Confidential Information shall notify
      the
      other party and the other shall have the opportunity, at its own cost, to
      contest such disclosure or dissemination by appropriate proceedings. HSA shall
      also have the right to disclose Confidential Information to its internal and
      external auditors and legal counsel if such disclosure is required by law and
      the auditors and legal counsel are subject to the nondisclosure provisions
      of
      Section 7.3 hereto. 

    


    7.5 Notification
      of Security Breach.
      The
      Company agrees that in the event the Company becomes aware of the occurrence
      of
      a breach of security with respect to Confidential Information, the Company
      will
      immediately notify HSA in writing, of the breach, the extent of the breach,
      and
      possible consequences of the breach. The Company shall undertake all reasonable
      actions under the circumstances to respond to the breach and to assure HSA
      that
      the Company has made its best effort to mitigate any damages that may result
      from the breach. This provision shall survive the termination or expiration
      of
      this Agreement. 

    


    
      
        
        

      

      
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    7.6 Return
      of Documents.
      Upon
      the expiration or termination of this Agreement, parties shall not remove,
      without written consent of the other, any manuals, files, agreements, contracts,
      records, customer lists, any other documents of similar nature, or any copy
      or
      other reproduction thereof, or any other property or confidential information,
      of or pertaining to the other party or any of its subsidiaries. The parties
      shall return all of the preceding items provided by the other within 30 days
      of
      expiration or termination of this Agreement. 

    


    


    [SIGNATURE
      PAGE FOLLOWS]

    


    


    


    


    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement is executed by the parties’ authorized
      representatives below, on the day and year first above written.

     

    


    
      	
              MEDEFILE
                INTERNATIONAL, INC.

              2
                Ridgedale Avenue, Suite 217

              Cedar
                Knolls, NJ 07927

              Facsimile:
                (973) 993-8180

               

               

               

              By: /s/
                Milton Hauser

              
                

              

              Name:
                Milton Hauser

              Title:
                Chief Executive Officer

               

               

               

            	
              HSA
                BANK®
                a
                division of Webster Bank, N.A.

              605
                N 8th
                St
                420

              Sheboygan
                WI 53081

              Facsimile:
                (920) 803-4184

               

               

               

              By: /s/Kirk
                Hoewisch

              
                

              

              Name: Kirk
                Hoewisch  

              Title:
                President

               

            


    

    



    
      
        
        

      

      
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    SCHEDULE
      A

    


    DISCOUNTED
      RATE

    


    


    
      
        
        

      

      
        10