PREAMBLE

This Agency Agreement ("Agreement"), as dated below ("Effective Date"), is made by and between Virginia Benefits Alliance, LLC (hereinafter, "VBA") and the below listed insurance agency (hereinafter, "Agency") (VBA and Agency are sometimes individually referred to in this Agreement as a "Party" and are collectively referred to in this Agreement as the "Parties").

Whereas VBA supports the marketing efforts of that certain private insurance exchange named Virginia Benefits Market ("Market") that is administered and operated by OutsourceOne, Inc. d/b/a CieloStar ("CieloStar"), a Minnesota Corporation whose office is located at 730 Second Avenue, Suite 520, Minneapolis, MN 55402 that is more-fully described at www.virginiabenefits.com.

Whereas the Market contains (among other things) descriptions of multiple healthcare and ancillary insurance products and plans (collectively, the "Plans") that are offered by various Virginia-licensed insurance carriers (individually, a "Carrier" and collectively, the "Carriers").

Whereas the Plans are marketed throughout the Commonwealth of Virginia by various means, including (without limitation) Virginia-licensed insurance Agents (as such term is defined in that certain Agent Agreement) and Virginia-licensed insurance Agencies (individually, an "Agency" and collectively, the "Agencies").

Whereas VBA and CieloStar desire to assist Agency and its Agents in both marketing and selling the Plans throughout the Commonwealth of Virginia. VBA and Agency desire to enter into this Agreement in order to define (among other things) the Parties' rights, duties and responsibilities to each other in connection with the sales of the Plans via the Market.

Now, therefore, in consideration of the foregoing premises, the Parties agree as follows:

VIRGINIA BENEFITS ALLIANCE ROLES AND RESPONSIBILITIES

1. VBA and CieloStar shall launch, support, and provide access to the Market in order to facilitate Agency’s sale of the Plans to businesses, commercial entities and individuals located throughout the Commonwealth of Virginia (individually, a "Client" and collectively, the "Clients").
2. VBA and CieloStar shall provide a means and mechanism by which the Agency’s Agents may first register with and be approved in order sell Plans from the Market.
3. VBA and/or CieloStar reserve the right to periodically review Agency's progress in facilitating sales of Plans from the Market.
4. Subsequent to Agency's registration and approval, VBA and/or CieloStar shall provide the Agency’s Agents with ongoing training, support, information and marketing materials in order to facilitate the sale of Plans from the Market.
5. VBA and/or CieloStar shall pay Commissions to the Agency for sales of Ancillary coverages as more-fully described in Exhibit A.
   1. Carriers shall pay commissions directly to either VBA and/or CieloStar for Agents' sales of non-Major Medical Plans ("Other Commissions"). CieloStar and/or VBA will pay Agent or Agent’s Assignee his/her portion of such Other Commissions within thirty (30) days following VBA/CieloStar's receipt of such Other Sales Commissions from the respective Carriers.
6. VBA will hold Agency harmless from all claims and/or causes of action caused by CieloStar's bankruptcy, reorganization, merger or consolidation.
7. VBA shall hold Agency harmless in any legal proceedings brought against Agency for actions that that were directly and proximately caused by VBA's intentional tortious actions.
8. Subject to the terms and conditions of this Agreement, VBA and CieloStar grant Agency a non-exclusive, non-transferable right to sell Plans via the Market.
9. To the extent available, and in its sole and absolute discretion, VBA may assign certain support staff to assist Agency with the marketing and sale of the Plans.
10. To the extent necessary or requested by Agency, VBA shall use its best efforts to facilitate communications between Agency and CieloStar. VBA shall also use its best efforts to assist Agency's written requests for information from CieloStar.
11. VBA shall not utilize any confidential Client information that it receives from Agency in order to facilitate the direct sale(s) of Plans by itself, CieloStar or any other third party or entity other than Agency.

AGENCY ROLES AND RESPONSIBILITIES

1. Agency covenants and agrees to utilize its best efforts to sell Plans from the Market and to fully support its Agents endeavors to do so.
2. As more-fully described in the attached Exhibit A, Agency and or employer shall pay CieloStar the Per Employee Per Month (“PEPM”) use and access fee.
   1. Agency may apply earned Other Commissions to offset Per Employee Per Month (“PEPM”) use and access fees.
      1. In the event that Other Commissions are greater than the PEPM fees, payment will be made to Agency as provided in this agreement.
      2. In the event that Other Commissions are less than the PEPM fees, the net amount due will be invoiced.
3. All unearned Commissions paid to Agency for any reason (and from any source) must be immediately returned by Agency to VBA and/or CieloStar.
4. Commissions Payments
   1. Commissions arising from Agent's sale of comprehensive major medical insurance Plans ("Major Medical Commissions") shall be paid by Carrier(s) directly to Agent(s) or Agent(s) Assignee.
5. Agency must possess errors and omissions insurance coverage from insurers reasonably acceptable to VBA and/or CieloStar in an amount not less than $1,000,000 per occurrence. On an as requested basis, Agency shall provide evidence of such coverage by transmitting to VBA the declarations page of its errors and omissions insurance coverage.
6. Agency Authority
   1. Agency has no authority to accept or bind insurance coverage on behalf of VBA, CieloStar, or any of the respective Carriers.
   2. Agency has no authority to process claims for any Carriers. Agency must refer all claims issues directly to the Carriers' respective claim adjusting department(s).
   3. Agency has no authority to make, alter or modify any Plan/Policy issued by a Carrier.
   4. Agency has no authority to extend the time for payment of any premium, waive forfeiture, or to incur any liability on behalf of or against VBA, CieloStar, or any of the respective Carrier(s).
7. Any advertising material created by Agency relating to the Plans must be first approved in writing by VBA or designated representative.
8. In order to sell Plans to Clients, the Agency must continuously maintain an active membership with the local chamber of commerce serving its respective community and/or the Virginia Chamber of Commerce.
9. Agency agrees to hold VBA harmless in all legal proceedings brought against VBA allegedly caused by any action, statement, misrepresentation or misconduct on the part of Agency or Agency's employees and further agrees to indemnify VBA for all fees, expenses, claims or other amounts incurred or awarded against VBA, the Carrier(s) or CieloStar in connection with such legal proceedings.
10. Agency will hold VBA harmless from all claims and/or causes of action caused by CieloStar's bankruptcy, reorganization, merger or consolidation.
11. Agency covenants, warrants and agrees that it is engaged in the business of insurance sales and is an independent contractor. Nothing in this Agreement shall be construed to create the relationship of employer and employee or any other legal relationship by and among VBA, CieloStar and/or the Carriers, other than that of an independent contractor.
12. Agency covenants, warrants and agrees that it is legally authorized and empowered to sell the Plans and it is in good standing with all applicable Carriers.

GENERAL PROVISIONS

1. This Agreement may not be assigned or transferred to any other party, individual or entity by law or otherwise without first receiving the prior written consent of VBA, which such consent may be withheld by VBA.
2. This Agreement shall remain in full force and effect until either Party terminates this Agreement following ninety (90) days prior written notice to the other Party. However, this Agreement will immediately terminate in the event that Agency fails to remain properly licensed to market/sell the Plans in the Commonwealth of Virginia; and/or is deemed unacceptable to any of the Carriers; and/or in the event that Agency breaches this Agreement and fails to cure such breach following the receipt of ten (10) days notice from VBA describing such breach.
3. All Sales Commissions paid by either VBA or CieloStar shall be paid in the manner as previously directed by Agency’s Agents pursuant to the Agent Agreement by and between VBA and Agent(s).
4. This Agreement shall automatically become null, void and of no effect unless it is executed and delivered by Agency to VBA not more than thirty (30) days from its receipt by Agency.
5. All representations, warranties, covenants, agreements, undertakings, waivers and releases of Agency that are contained herein shall survive the termination of this Agreement.
6. No amendment, modification, rescission, waiver or release of any provision of this Agreement, nor any extension of the Agreement (if any), shall be effective unless the same shall be made in writing and signed by all Parties hereto.
7. All notices or demands hereunder to parties hereto shall be sufficient if made in writing upon deposit into the USPS mail, postage prepaid, and addressed to the Parties respectively as set forth below.
8. This Agreement shall be governed by and construed in accordance with the domestic internal laws of the Commonwealth of Virginia, without regard to Virginia’s law of conflicts of law.
9. The Parties each hereby irrevocably: (A) Consent to the jurisdiction of any state or federal court sitting in the Commonwealth of Virginia; (B) Agree that venue shall be proper in the city of Richmond, Virginia; and (C) Waive their respective right to a trial by jury in any controversy arising out of or relating to this Agreement.
10. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors, heirs (where appropriate), trustees and assigns; provided, however, that the foregoing shall not authorize any assignment by Agency of any rights or duties hereunder and no such assignment shall be permitted.
11. This Agreement may be executed in one or more counterparts, each of which together shall constitute the same Agreement. One or more counterparts of this Agreement may be delivered electronically or by facsimile, with the intention that such delivery shall have the same effect as delivery of an original counterpart thereof.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective the day and year first written below.

	Group Size
Benefits Administration	2-100	101-249	250-499	500-999	1,000+
BenefitReady® Enrollment & EDI {Medical + Ancillary}	$9.00*	$7.00	$4.50	$3.35	Custom
BenefitReady® Enrollment & EDI {Ancillary Only}	$5.00*	N/A	N/A	N/A	N/A
# of Carrier EDI Connections	Included	Up to 3	UP to 5	Up to 6	Custom
One Time Set-up	Included	$2,500	$2,500	$3,500	Custom
Aggregated Billing/Reconciliation (PEPM) {Optional Add-on}	Included	$2.15	$1.85	$1.65	Custom
One Time Set-Up	N/A	$500	$500	$750	Custom
Medical Commission Share {Agent/VBM}	100%/0%	100%/0%	Custom	Custom	Custom
Ancillary Commission Share {Agent/VBM}	70%/30%	70%/30%	Custom	Custom	Custom
TOTAL	N/A	$9.15	$6.35	$5.00	Custom
	Group Size
Optional Services*	2-100	101-249	250-499	500-999	1,000+
Payroll Import/Export EDI	N/A	N/A	$0.35	$0.30	Custom
One Time Set-Up	N/A	N/A	$500	$500	Custom
Call Center - Year Round (PEPM)	N/A	$3.00	$2.50	$2.00	Custom
One Time Set-Up	N/A	$250	$500	$750	Custom
Call Center - 1 Month Only (PEPM)	N/A	$7.00	$6.00	$5.00	Custom
One Time Set-Up	N/A	$250	$250	$250	Custom
COBRA Administration (PEPM)	Included	$0.85	$0.75	$0.70	Custom
One Time Set-Up	$250	$250	$250	$250	Custom
Pre-Tax Administration**	2-100	101-249	250-499	500-999	1,000+	Annual Fee
FSA Admin. HCSA/DCAP (PPPM)	Included	$4.25	$4.00	$3.90	$3.75	$250
HRA Administration (PPPM)	Included	$4.25	$4.00	$3.90	$3.75	$250
HSA Administration (PPPM)	Included	$3.00	$2.75	$2.50	$2.30	$250
Pre-Tax Debit Card (PPPM)	Included	Included	Included	Included	Included	Included
Production Milestones
*As production milestones are met, agencies earn lower 2-100 PEPM fees.
Milestone	Medical + Ancillary (PEPM)				Ancillary Only (PEPM)
2-2499	$9.00				$5.00
2500-4999	$8.60				$4.78
5000-7499	$8.19				$4.56
7500-10,000	$7.79				$4.35
10,000+	$7.38				$4.16
Notes
PEPM = Per Eligible Employee Per Month      PPPM = Per Participant Per Month
Final sales are subject to further review and due diligence
**BenefitReady® sale required.  Other services offered a la carte as per schedule
Agent remains BOR on Medical; CieloStar is the BOR on all Ancillary
Agents will Revenue Share on all Ancillary sales for groups 2-249 on a 70%/30% split