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This Hospital Bill Auditing Service Agreement is entered into this _____ day of ____________, 2008, by and between Edward R. Waxman & Associates (hereinafter "Waxman"), presently doing business at 3646 Pleasant Valley Road, York, Pennsylvania, and ____________________________________________________________ (hereinafter "Client"), presently doing business at _______________________________________________.

A. Waxman audits hospital bills on behalf of the payers of said hospital bills in order to ensure that each hospital bill audited is accurate, complete and absolutely reflective of the treatment and care actually received by the person hospitalized.

B. Waxman also negotiates with the appropriate hospital representative(s) to secure the removal from each hospital bill audited of all overcharges uncovered during the course of its audit of the bill.

C. Client is a corporation that is presently providing medical benefits to its employees through a self-funded plan known as _____________________________________________________________ (hereinafter the "Plan"), which is administered by ______________________________________, the Third Party Administrator (hereinafter the "TPA").

D. Waxman desires to act as the exclusive auditor of hospital bills received by Client for health care services covered under the Plan.

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

1. Retention: Client hereby agrees to retain Waxman as its exclusive auditor to perform the hospital bill auditing and overcharge removal service set forth below, and Waxman hereby agrees to diligently and competently render such hospital bill auditing and overcharge removal service on the terms hereinafter specified.

2. Scope of Services: Waxman shall perform the following service for each itemized hospital bill submitted to it:

     (a) conduct a thorough examination of the bill to uncover overcharges and to determine whether a full audit of the bill is warranted;

     (b) pay, except for those audits described in Article 6, for the cost, if any, of acquiring from the hospital a photocopy of the relevant medical records, if warranted;

     (c) compare the charges listed in the bill with the information contained in the relevant medical records to uncover more overcharges, if warranted;

     (d) negotiate with the appropriate hospital representative(s) to secure the removal from the bill of all overcharges contained in the bill and uncovered during the course of the audit and to secure any other reduction of the bill that may be possible;

     (e) prepare a report based upon the results of the audit and any subsequent negotiations, which report shall be delivered to Client in a timely manner.

Waxman does not guarantee that it will uncover any overcharges as a result of auditing any itemized hospital bill or that it will secure any reduction of the bill.

3. Procedures for the Transfer of Materials: Waxman and the TPA shall establish procedures for the orderly transfer to Waxman of the selected itemized hospital bills that Client desires Waxman to audit and of the photocopies of medical records required for the auditing of those bills. Waxman shall reimburse the TPA for the cost, if any, of acquiring the photocopies of required medical records.

4. Other Procedures Involved in the Auditing Process: Waxman and Client agree to adhere to the following procedures regarding each hospital bill that Client submits to Waxman to be audited:

     (a) Client shall not pay any portion of the bill until Waxman has finished auditing the bill and has sent its audit findings--setting forth those charges that it is disputing and its reasons for disputing them--to the hospital. After Waxman has sent its audit findings to the hospital, Client shall pay the hospital for the undisputed charges.

     (b) Client shall not pay for any of the disputed charges until after Waxman and the hospital have reached an agreement as to their proper disposition. After Waxman and the hospital have signed an agreement setting forth the correct balance due on the bill, Client shall pay the hospital that amount.

     (c) In the event that the hospital is unable or unwilling to provide Client, within a reasonable period of time, with any of the medical records necessary for Waxman to audit the bill, Client shall inform the hospital that it is disputing all of the charges contained in the bill, that it is not going to pay any of the disputed charges and that it considers the account to be closed. Once Client has closed an account because the hospital has failed to provide it with medical records in a timely manner, Client shall not re-open the account even if the hospital subsequently provides it with the medical records.

     (d) In the event that the hospital refuses to respond in a substantive manner and within a reasonable period of time to audit findings that Waxman has submitted to it, Client shall inform the hospital that it is not going to pay any of the disputed charges and that it considers the account to be closed. Once Client has closed an account because the hospital has failed to respond to Waxman's audit findings in a timely manner, Client shall not re-open the account even if the hospital subsequently responds to the audit findings.

     (e) In the event that the hospital responds to the audit findings that Waxman has submitted to it but then stops communicating with Waxman and fails to resume communicating with Waxman within a reasonable period of time, thereby making it impossible for an agreement to be reached as to the proper disposition of the disputed charges, Client shall inform the hospital that it is not going to pay for any of the charges on which agreement has not been reached and that it considers the account to be closed. Once Client has closed an account because the hospital has failed to complete negotiations with Waxman, Client shall not re-open the account even if the hospital subsequently resumes communicating with Waxman.

     (f) In the event that the hospital responds to audit findings that Waxman has submitted to it by writing off all or some of the disputed charges listed in the audit findings, or in the event that Client closes an account for cause as described in paragraphs 5(c), 5(d) and 5(e) above, the resulting reduction in the amount of the bill shall be treated in the same manner as if it was the result of a signed agreement between Waxman and the hospital.

5. Payment: Client shall not be obligated to pay Waxman for service rendered pursuant to this Agreement unless that service results in a reduction of the dollar amount of the hospital bill submitted. The amount of the reduction secured by Waxman as a result of the service rendered shall be divided equally between Waxman and Client, fifty percent (50%) of the amount to each.

Client shall pay Waxman any moneys owed under this provision within fifteen (15) business days of the receipt by Client of Waxman's audit report and of its invoice for the amount due. If Waxman does not receive payment of the amount due within the said fifteen-day period, the amount due shall be increased by an amount equal to one and one-half percent (1.5%) of the amount due. At one-month intervals thereafter until Waxman has received payment of all moneys owed by Client, the amount due shall be increased by an amount equal to one and one-half percent (1.5%) of the amount due.

6. Audits Not Recommended by Waxman: In the event that Waxman, after examining an itemized hospital bill submitted to it by Client, determines that obtaining the relevant medical records and performing a full audit of the hospital bill is not warranted, but Client nevertheless insists that the hospital bill be fully audited, Waxman shall perform a full audit of the hospital bill on the following terms:

     (a) The expense of obtaining the medical records shall be borne by Client;

     (b) Waxman's payment for performing the audit shall be either five percent (5%) of the total amount of the unaudited hospital bill or fifty percent (50%) of the reduction secured, whichever amount is greater; and

     (c) Client shall pay Waxman any moneys owed under this provision within fifteen (15) business days of the receipt by Client of Waxman's audit report and of its invoice for the amount due. If Waxman does not receive payment of the amount due within the said fifteen-day period, the amount due shall be increased by an amount equal to one and one-half percent (1.5%) of the amount due. At one-month intervals thereafter until Waxman has received payment of all moneys owed by Client, the amount due shall be increased by an amount equal to one and one-half percent (1.5%) of the amount due.

7. Term: This Agreement shall be binding on the parties for a period of ___________ months from the date first stated above.

8. Termination: Either party shall have the right to terminate this Agreement at any time, without cause, with thirty (30) days written notice. However, Waxman shall complete and Client shall pay Waxman for, pursuant to the provisions contained herein, any audits initiated prior to the termination date.

9. Confidentiality: Waxman shall keep strictly confidential all medical records, files, written correspondence and other information relating to the patients whose hospital bills Waxman audits. Such confidential information shall not be communicated, distributed, published, or discussed with any unauthorized party unless required by law, court order, or subpoena, or upon a patient's voluntary written waiver. Authorized parties shall include: the members, officers, employees, contractors, and representatives of Waxman; any state or federal agency that regulates reimbursement to health care providers; the patients, the patients' family members and any other persons designated by the patients; and the hospitals submitting the bills. Client shall not be considered an authorized party for the purpose of this paragraph.

After completion of each audit, Waxman shall destroy all medical records that have been acquired in the course of the audit.

10. Default by Waxman: The following shall constitute a breach of this Agreement by Waxman:

     (a) Failure to perform its scope of services, as set forth in Article 3, after thirty (30) days written notice to cure has been received. However, Waxman shall not be held in breach of this Agreement if the problem cannot be cured within thirty (30) days, and if Waxman shall have commenced to cure the breach within thirty (30) days and thereafter diligently continued to cure such breach.

     (b) Waxman commits any fraud in connection with the performance of its services under this Agreement.

11. Default by Client: The following shall constitute a breach of this Agreement by Client:

     (a) Failure to perform any non-monetary provision of this Agreement after thirty (30) days written notice to cure has been received. However, Client shall not be held in breach of this Agreement if the problem cannot be cured within thirty (30) days, and if Client shall have commenced to cure the breach within thirty (30) days and thereafter diligently continued to cure such breach.

     (b) Failure to pay Waxman for performing a hospital bill audit within the time periods set forth in Articles 5 and 6 above. Client shall have five (5) days to cure any such non-payment, or Waxman shall have the right to pursue its remedies as set forth below.

     (c) Client commits any fraud in connection with the performance of its services under this Agreement.

12. Remedies for Client: Client shall have the following rights with regard to Waxman’s breach under Article 10:

     (a) Client may immediately terminate this agreement for cause and be relieved of any further responsibility for complying with the provisions of this Agreement;

     (b) Client may sue Waxman for specific performance for a breach of paragraph 10(a); or

     (c) Client may recover damages for a breach of paragraph 10(b).

13. Remedies for Waxman: Waxman shall have the following rights with regard to Client’s breach under Article 11:

     (a) Waxman may immediately terminate this agreement for cause and be relieved of any further responsibility for complying with the provisions of this Agreement;

     (b) Waxman may sue Client for specific performance for a breach of paragraphs 11(a) and 11(b); or

     (c) Waxman may recover damages for a breach of paragraph 11(c).

14. Authority: The parties signing this Agreement warrant that they have the requisite authority to bind their respective organizations to this Agreement.

15. Notices: Any notice, request, demand or other communication that, under the terms of this Agreement or under any statute or other law, must or may be given or made by the parties hereto shall be in writing and delivered in person or sent by facsimile, overnight delivery or registered or certified mail to the following addresses:

     (a) Notices shall be deemed to have been given three (3) days after deposit with registered or certified mail, the day after deposit with an overnight carrier and the day a confirming facsimile is received.

     (b) Either party may change the above address upon giving ten (10) days written notice to the other party at the address stated above.

16. Assignment: This Agreement shall not be assignable by either party without the prior written approval of the other party. To the extent assignable, this Agreement shall be binding upon and enure to the benefit of the assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto.

17. Non-Waiver: The failure of either party to this Agreement to object to, or to take affirmative action with respect to, any conduct of the other party that is in violation of the terms of this Agreement shall not be construed as a waiver of that violation or any future breach or subsequent wrongful conduct.

18. Client’s Waiver of Interest in Derivative Law Suits: As the result of audits performed under this Agreement, Waxman may become aware of certain pervasive billing practices of a health care provider, which could result in Waxman’s participation in a federal lawsuit against said health care provider. Client hereby waives any rights or interest in the results of said lawsuit.

19. Attorney Fees: If either party to this Agreement finds it necessary to employ legal counsel or to bring any administrative action, legal action or other proceedings against the other party to the Agreement to enforce any of the terms, covenants and conditions of the Agreement, then the prevailing party in such action or proceedings shall be entitled to reasonable attorney's fees and costs including those incurred as a result of any appeal.

20. Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States. Waxman and Client each consent and agree that any United States District Court which lies in the jurisdiction(s) in which the parties reside shall be a proper and convenient venue for legal proceedings relating to this Agreement.

21. Captions: Article captions contained in this Agreement are inserted only as a matter of convenience and reference. Said captions shall not be construed to define, limit, restrict, extend or describe this Agreement or the intent of any provision hereof.

22. Severability: If a court of competent jurisdiction declares any provision of this Agreement unenforceable, such provision shall be enforced to the greatest extent permitted by law, and such declaration shall not affect the validity of any other provision of this Agreement.

23. Entire Agreement and Amendment: This document contains the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior or contemporaneous agreements, understandings, representations and warranties between the parties and may not be amended, supplemented, changed, waived or discharged except by written instrument and executed by the duly authorized officers of the parties hereto.

Waxman and Client have executed this Agreement on the date first shown above.