PARTICIPATING PROVIDER AGREEMENT

THIS AGREEMENT, effective upon acceptance by PCD, is entered into by and between Preferred Chiropractic Doctor, Inc., (PCD), with principal office located at 507 2nd Avenue South, Clanton, AL 35045, and the Provider whose signature and principal address appear on front page of this Agreement.

WHEREAS, on behalf of the Discount Medical Plan Organization (DMPO), PCD has established a network of Providers who have agreed to render professional chiropractic care services to Participants in exchange for reimbursement at discounted, negotiated rates at the time of service; and

WHEREAS, PCD, on behalf of its Participants, wants to establish a provider relationship with Provider, and Provider wants to provide professional services in accordance with the terms of this Agreement;

THEREFORE, in consideration of the foregoing and of the mutual covenants, promises and undertakings herein, and intending to be legally bound hereby, the parties agree as follows:

A. DEFINITIONS

1. Benefit Plan or Benefit Program: A contract, policy, or other written agreement between the Provider and PCD which describes the benefits, including the negotiated price for services to be made available to Participants by PCD for its Providers.

2. Contract Rates: The rates of reimbursement for professional chiropractic care services rendered to Participants as set forth in Exhibit I and Exhibit II of this Agreement shown below.

3. Participant (Eligible Person): A person who is entitled to the contracted rate given by the Provider under this Agreement and who has satisfied the eligibility requirements under the Program and who presents to the Provider, at time of service, an identification card indicating the person or person’s eligible dependant is an active Participant in the Plan or Program.

4. Billed Charge: The current, active, prevailing fee charged by the Provider for the chiropractic care service rendered and which is no different than the billed amount charged to any Participant seeking the same or similar service in the absence of any existing negotiated agreement with a third-party payer.

B. RIGHTS AND OBLIGATIONS OF THE PROVIDER

1. Application and Credentials

a. Provider shall comply with all laws relating to furnishing professional services to Participants and maintain in effect all licenses, registrations, permits, and other governmental requirements which may from time to time be necessary for that purpose.

b. Provider agrees to notify PCD within five business days of any material change in Provider’s credentials, including but not limited to knowledge of the occurrence of any of the following:

(i) The revocation, restriction, termination, or voluntary relinquishment of any of the licenses, certifications, or accreditations required to practice your profession; or

(ii) The imposition of any disciplinary action, including censure and reprimand, by any State licensing board; or

(iii) Any final disposition or settlement of any legal action against Provider for professional negligence; or

(iv) Any conviction for any felony charge; or

(v) Any lapse, termination or material change in the liability insurance coverage required by this Agreement; or

(vi) Any restriction, suspension, revocation, or voluntary relinquishment of staff membership or clinical privileges at any healthcare facility; or

(vii) The existence of an impairment of the Provider’s ability to provide professional services caused by alcohol, drugs, or physical or mental disability; or

(viii) Conduct which has harmed or endangers the health or welfare of the Participant.

2. Provision of Services

a. Provider shall be solely responsible for the professional advice and treatment rendered to Participants pursuant to this Agreement, and PCD disclaims any liability with respect to such matters.

b. Provider shall provide covered professional services to all presenting Participants in accordance with community standards, consistent with Provider’s training and expertise, and within the manner which services are provided by Provider to other Participants, without discrimination based upon participation in the Program, source of payment, age, sex, race, ethnicity, religion, marital status, sexual orientation, health status, or disability.

c. Provider is under no obligation to provide professional services except during normal business hours of operation. If Provider has after-hours emergency contact information, such information will be provided to Participants or clearly posted in Provider’s office.

3. Insurance: Provider shall maintain professional liability insurance covering the Provider against claims arising out of the services to be performed hereunder in the minimum amounts required by law. Provider shall provide policy information including company name, policy number, and limits of liability within this Provider application. Provider agrees to notify PCD in writing within no less than ten days of any cancellation, non-renewal, or material change in such coverage.

4. Grievance Procedures: Provider shall cooperate with any grievance procedures or programs sponsored by PCD or their designees. Provider shall notify PCD promptly upon knowledge of any dispute, complaint, or grievance relating to Participant care or other disputes involving PCD, their designees, or Participants.

C. RIGHTS AND OBLIGATIONS OF PCD

1. Limitations

a. PCD’s duties are limited to those specifically set forth herein. PCD is not liable for reimbursement of Provider for services rendered pursuant to this Agreement, and does not pay Provider for chiropractic care services provided to Participants. PCD may not accept money from a Participant for payment to a Provider for specific chiropractic care services furnished or to be furnished to the Participant.

b. PCD will provide all Participant notification and enrollment materials free of charge with live support

and training for Provider staff to implement Program, directory listing, a selection of free advertisements, electronic and hard copy Program account access and reporting, and other practice-building ideas.

2. Right to Suspend and Remove

PCD reserves the right to immediately suspend and remove from its directories any Provider to whom any of the events described in Section B (1.b) of this Agreement has occurred, or is alleged to have occurred and is under investigation. PCD shall notify Provider of the suspension and/or removal.

D. COMPENSATION

1. Provider shall reduce total charge for any services rendered in the Provider’s office to that listed on PCD’s Fee Schedule (Exhibit II*), but in no event less than 25% of the then prevailing fee for such service, for services or products that are required to be available at a reduced fee.

2. Participant must pay 100% of the reduced charge at the time of service. If the Participant is unwilling or unable to pay 100% of the reduced charges at the time of service, the charges may revert to the Provider’s billed charges. The Provider, at his or her option, may make other payment arrangements with the Participant.

3. Provider shall furnish all information reasonably required by law to verify Provider’s services rendered and the charges for such services.

4. Provider shall not balance bill the Participant for the difference between the billed amount and the discount or reduced fee applicable under this Agreement. Provider understands that the Participant is only responsible for payment of the reduced fee at the time of service. Provider may not charge Participant more than the discounted rates.

5. With respect to services rendered during the term of this Agreement, the rights and obligations set forth in this Section shall survive the termination of the Agreement.

E. TERM AND TERMINATION

1. Term: This Agreement shall be effective for one year from the Effective Date indicated on application, and thereafter shall renew automatically for consecutive one-year terms until cancelled by either party.

2. Termination

a. Either party may terminate this Agreement at the end of a term that is in progress by giving the other party written notice of the termination at least 120 days prior to the end of the term in progress, and such termination shall be effective on the first day of the first month following the end of the term then in progress.

b. Either party may terminate the Agreement for cause due to material breach by giving 90 days advance written notice. The notice of termination for cause will not be effective if the breaching party cures the breach within the 30-day notice period.

3. Effect of Termination

Upon termination of the Agreement by either party, if the Provider has non-expired PCD Participants in their patient population, the Provider will be required to honor the contracted Agreement with those Participants until their respective expiration dates. In the event the Agreement has been terminated due to the occurrence of issues listed in Section B (1.b), and the Provider no longer has the ability to provide services to Participants, Provider may be liable to reimburse to PCD the Participant’s membership fee on a pro-rated basis, which will be refunded to the Participant by PCD, if a reimbursement is requested by Participant from PCD.

F. NOTICE

Any notice required or given under this Agreement shall be in writing and delivered in person, sent by certified or registered mail, return receipt requested, or next-day mail or courier, and addressed to the other party at the address set forth below, or at such other address as the party may designate in writing. Notices delivered in person or sent by next-day mail or courier shall be deemed to have been given on the day actually received. Notices sent by registered or certified mail shall be deemed to have been given on the earlier of the third day after the date such notice was sent or the day actually received; provided, however, that if such day falls on a weekend or legal holiday, receipt shall be deemed to occur on the business day following such weekend or legal holiday.

G. ASSIGNMENT

The rights and duties of either party shall not be transferred or assigned in whole or in part without the prior written consent of the other; provided, however, that either party may assign this Agreement to a present or future affiliate, subsidiary or successor in interest who succeeds to all or substantially all of the assets and operations of such party. Such consent shall not be reasonably withheld.

H. FORCE MAJEURE

Neither party shall be responsible for delays or failures of performance resulting from acts beyond the control of such party. Such acts include, but are not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, government regulations imposed after the effective date hereof, fire, communication line failures, power failures, earthquakes, or other disasters.

I. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

J. SEVERABILITY

Should any provision of this Agreement be adjudged unlawful or invalid by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

K. ATTORNEY’S FEES

In the event of any action or threatened action between the parties to enforce the terms of this Agreement, in addition to any other relief it may be awarded, the prevailing party shall be entitled to be reimbursed by the other party for the prevailing party’s costs incurred in connection therewith, including but not limited to legal and expert witness fees.

L. GOVERNING LAW

This Agreement shall be governed by laws of the state of Alabama.

M. ARTICLE HEADINGS

The Article headings included in this Agreement are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

EXHIBIT I: Preferred Chiropractic Doctor, Inc., (PCD), requires all participating DMPO Program Providers to ensure Participants receive a minimum reduction of 25% on services including exams, adjustments, x-rays, and therapies rendered by participating providers. Providers may elect to offer reduction for other services and supplies such as nutritional items and orthopedic devices.

* EXHIBIT II: Preferred Chiropractic Doctor, Inc., (PCD), requires all participating DMPO Program Providers to offer a discount of at least 25% of the then prevailing fees for all regular professional services rendered to all registered persons (Participants) and any eligible dependants in the Program. Participants must pay 100% of reduced fees at the time of visit, unless Providers choose to make other payment arrangements with Participants. Providers may offer a greater discount for a wellness/maintenance or hardship patient at Providers’ discretion.