MRG LLC

INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT is made and entered into by and between, Management Revenue Group LLC, at:
“635 Buyers Rd. Suite 5 Collegeville, PA 19426”, hereinafter referred to as "MRG or MRG LLC)",
and, “___________________________”, address: ____________________________________________,
hereinafter referred to as "Representative". (Number, Street, City, State and Zip)

WHEREAS MRG LLC is engaged in the marketing and sale of H. Pylori Multiplex PCR Testing services
on behalf of Tzam Diagnostics LLC; and Representative desires to be engaged to acquire accounts on
behalf of MRG LLC in accordance with the terms and conditions of this Agreement;
NOW, THEREFORE, it is agreed as follows:

1. MRG LLC hereby appoints “____________________________” as a Field Consultant to work one or

more Territories for MRG LLC on behalf of Tzam Diagnostics LLC, understanding that while they are an
Independent Contractor, they are NOT authorized to represent MRG LLC outside their assigned territory
and they are NOT a direct representative of TZAM Diagnostics LLC. TZAM Diagnostics LLC has
established Distributor relationships with EXCLUSIVE areas that no other Distributor or their
representatives may cross into to work. Failure to follow these conditions will result in termination.
2. Representative shall devote such time, energy and skill on a regular and consistent basis as is
necessary to promote and sell Company's services in the specified one or more Territories during the term
of this Agreement. Representative shall direct their efforts at generating business by IN PERSON efforts
from gastrointestinal laboratories, surgery centers and endoscopic laboratories. This is not a
telemarketing, mass communications or e-mail based position; it is a field based opportunity. The
aforementioned customers are intended only to be examples of the nature and type of market to which
MRG LLC desires that its services be offered and should not be construed as a limitation upon the
contracts within the designated Territory that can be made by the Representative under this Agreement.
In addition to the foregoing, Representative shall assist MRG LLC and shall perform any and all other acts
required or requested in connection with MRG LLC's business and the services offered, including, but not
limited to, advisory services to enhance marketing and promotion of LRG LLC's products and processes
as may be requested from time to time by MRG LLC. Representative shall periodically, or at any time
upon MRG LLC's request, submit appropriate documentation of any and all sales and promotional efforts
performed and to be performed for MRG LLC pursuant to this Agreement; provided however that
Representative shall not produce or distribute written material promoting or describing MRG LLC's
services, or those of any of its clients without the prior written consent of the President of MRG LLC.

3. Representative shall be entitled to compensation as set forth in Attachment A.

The compensation rate set forth above shall commence as of the date of the formal assignment of the one
or more Territories from MRG LLC; provided, however that no compensation will be due and payable to
Representative until 7 days after receipt of payment by MRG LLC from its customer under the contract
procured by all Representatives for any underlying invoice. Any and all commissions payable to
Representative under this Agreement shall terminate on the first day of the full month after termination of
this Agreement and except as may be set forth below; MRG LLC shall then be discharged and released of
any further obligation to pay any additional compensation to Representative under this Agreement.
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4. The term of this Agreement shall be for 1 (one) year commencing on 1 September 2010, and
terminating on 31 August 2011. Representative acknowledges that the right of Representative to offer
MRG LLC's services within the identified one or more Territories is at the pleasure of MRG LLC and may
be terminated by MRG LLC with written notice subject to the compensation conditions.

The area covered by this agreement is outlined in: see Attachment B.

• If at the end of the 1st year of this agreement the Representative has achieved an average weekly
production of 100 (one hundred) tests per week based on the last 3 (three) months of this
agreement from the production in their Territory then the compensation due the Representative
under this agreement will “vest” for the life of the specific account(s) subject to utilization levels.

• If at the end of the 1st year of this agreement the Representative has NOT achieved an average
weekly production of 100 (one hundred) tests per week based on the last 3 (three) months then
there will be no vesting possible. For the Representative to continue to receive residual
compensation on their account(s) they will be required to remain as an “active Representative”.
“Active” is defined as submitting sufficient new account(s) that generate a minimum of 20
(twenty) tests per week based on a 60 (sixty) day average.

• Should Representative fail to achieve this subsequent requirement by the last day of the 2nd month
following the end of this initial agreement, the Representative may be removed by the Company
and no additional compensation will be due the Representative under this specific agreement.

• If during the initial term of this agreement the Representative goes 2 consecutive months without
producing a minimum of 20 (twenty) new tests per week and they have not already reached an
average weekly production of 100 (one hundred) tests per week, the relationship between the
Representative and the Company may be terminated at the discretion of MRG LLC with no
additional compensation will be due the Representative under this specific agreement.
5. During the term of this Agreement and for 3 years after its termination, Representative shall not
compete with MRG LLC directly or indirectly and shall not attempt to market or sell, on behalf of any
other person, firm, partnership, corporation or other entity the same as or similar to MRG LLC's services
within their region. Under no circumstances and at no time shall Representative disclose to any person any
of the secrets, methods or systems used by MRG LLC in any facet of their business process. All customer
lists, brochures, reports, and other such information of any nature made available to Representative by
virtue of Representative's association with MRG LLC shall be held in strict confidence during the term of
this Agreement and after its termination.
6. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar
relationship between MRG LLC and Representative. Representative is an Independent Contractor.
MRG LLC shall not be required to withhold any amounts for state or federal income tax or for FICA taxes
from sums becoming due to Representative under this Agreement. Representative shall not be considered
an employee of MRG LLC and shall not be entitled to participate in any plan, arrangement or distribution
by MRG LLC pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit
extended to MRG LLC's employees. Representative shall be free to utilize his time, energy and skill in
such manner as he deems advisable to the extent that he is not otherwise obligated under this Agreement.

7. Representative shall bear any and all costs or expenses incurred by Representative to perform their
obligation under this Agreement, including, but not limited to, vehicle insurance, travel expenses and
telephone expenses. Representative is solely responsible for all taxes associated with any commissions.

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8. The rights and duties of Representative under this Agreement are personal and may not be
assigned or delegated without prior written consent of the President of MRG LLC.
9. Representative is not authorized to extend any warranty or guarantee or to make representations or
claims with respect to MRG LLC's services without express written authorization from MRG LLC.
10. Representative shall indemnify and hold MRG LLC harmless from any and all claims or liability
arising as a result of negligent, intentional or other acts of Representative or his agent or representatives.

11. MRG LLC shall indemnify and hold Representative harmless of and from any and all liability
attributable solely to the negligent, intentional or other acts of MRG LLC or its employees.

12. This agreement and all transactions contemplated hereby, shall be governed by, construed and
enforced in accordance with the laws of the State of Pennsylvania. The Parties waive trial by jury and
agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in
Montgomery County, State of Pennsylvania. In the event litigation results from or arises out of this
Agreement or its performance, the Parties agree to reimburse the prevailing party's reasonable attorney's
fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any
other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by
said court or any court of competent jurisdiction if filed more than one year subsequent to the date the
cause(s) of action actually accrued regardless of whether damages were otherwise calculable.
13. Any notice under this Agreement shall be deemed given on the third business day following the
mailing of any such notice, postage paid, to the address set forth above, or to such other address as the
parties may hereafter designate in writing.

14. CONFIDENTIALITY, OWNERSHIP, AND INTELLECTUAL PROPERTY

(a) Representative recognizes and acknowledges that MRG possesses certain confidential information that
constitutes a valuable, special, and unique asset. As used herein, the terms "Confidential Information" and
“Intellectual Property” include all information and materials belonging to, used by, or in the possession of
MRG relating to its products, processes, services, technology, inventions, patents, ideas, contracts,
financial information, developments, business strategies, pricing, current and prospective customers,
marketing plans, and trade secrets of every kind and character, but shall not include: (1) information that
was already within the public domain at the time the information was acquired by Representative; or (2)
information that subsequently becomes public through no act or omission of the Representative.
Representative agrees that all of the confidential information is and shall continue to be the exclusive
property of MRG, whether or not prepared in whole or in part by Representative and whether or not
disclosed to or entrusted to Representative's custody. Representatives agrees that they shall not, at any
time following the execution of this Agreement, use or disclose in any manner any confidential
information of MRG, except as may be directed by a senior official of MRG, or by a court of law.
(b) To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans,
designs, specifications, exhibits, software code, or other materials prepared by Representative in the
performance of services under this Agreement include material subject to copyright protection, such
materials have been specially commissioned by MRG and they shall be deemed "work for hire" as such
term is defined under U.S. copyright law. To the extent any such materials do not qualify as "work for
hire" under applicable law, and to the extent they include material subject to copyright, patent, trade
secret, or other proprietary rights protection, Representative hereby irrevocably and exclusively assigns to
MRG, its successors, and assigns, all rights, title, and interest in and to all such materials.

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To the extent any of Representative rights in the same, including without limitation any moral rights, are
not subject to assignment. Representative hereby irrevocably and unconditionally waives all enforcement
of such rights. Representative shall execute and deliver such instruments and take such other actions as
may be required to carry out and confirm the assignments contemplated by this paragraph and the
remainder of this Agreement. All documents, magnetically or optically encoded media, and other tangible
materials created by Representative as part of its services under this Agreement shall be owned by MRG.

15-RETURN OF MATERIALS
Representative agrees that upon termination of this Agreement, Representative will return to MRG all
notes, memoranda, specifications, designs, writings, software, devices, documents and any other
material containing or disclosing any confidential or proprietary information of MRG. Representative
will not retain any such materials.
16-WARRANTIES
(a) Representative agrees to perform the Work pursuant to this Agreement does not violate any
agreement or obligation between Representative and a third party; and
(b) The Work as delivered to MRG will not infringe any copyright, patent, trade secret, or other
proprietary right held by any third party known to Representative; and
(c) The services provided by Representative shall be performed in a professional manner, and shall be
of a high grade, nature, and quality. The services shall be performed in a timely manner and shall
meet deadlines agreed to between Representative and MRG.
17-NON-COMPETE AGREEMENT
(a) Representative is free to engage in other activities provided that Representative does not engage in
any such activities which are inconsistent with or in conflict with any provisions hereof, or that so
occupy Representative's attention as to interfere with the proper and efficient performance of
Representative's services hereunder.
(b) Representative agrees not to induce or attempt to influence, directly or indirectly, any other
contractor at MRG to terminate his/her agreement and work for Representative, another company
or any other person, it successors or assigns for a period of 1 (one) year from termination of this
agreement, within a radius of 100 miles of MRG’s assignments.
(c) For purposes of this agreement, engaging in “any business substantially similar to, or in
competition with the business of MRG” shall mean:
(1) Engage in a business as an owner, partner or agent;
(2) Employment with a 3rd party as an employee, contractor or consultant; or
(3) Solicit customers for the benefit of a third party engaged in such business.
18-MISCELLANEOUS
(a) Attorneys' Fees. Should either party hereto, or any heir, personal representative, successor or
assign of either party hereto, resort to legal proceedings in connection with this Agreement or
Representative's relationship with MRG, the party or parties prevailing in such legal proceedings
shall be entitled, in addition to such other relief as may be granted, to recover its or their
reasonable attorneys' fees and costs for such proceedings from the non-prevailing party or parties.
(b) Governing Law. This Agreement, along with Attachments A & B as well as the MRG Policies
& Procedures and Representation Limitation Agreement, shall be governed by and construed in
accordance with the laws of the State of Pennsylvania without regard to conflict of law principles.
(c) Amendment. This Agreement may be amended only by a writing signed by MRG.
(d) Severability. If any term, provision, covenant or condition of this Agreement, or the application
thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the
remainder of this Agreement and such term, provision, covenant or condition as applied to other
persons, places and circumstances shall remain in full force and effect.
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 (e) Construction. The headings and captions of this Agreement are provided for convenience only
and are intended to have no effect in construing or interpreting this Agreement. The language in
all parts of this Agreement shall be in all cases construed according to its fair meaning and not
strictly for or against either party.
(f) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and
the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to
this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise
any or all other rights and remedies.
(g) Non-waiver. No failure or neglect of either party hereto in any instance to exercise any right,
power or privilege hereunder or under law shall constitute a waiver of any other right, power or
privilege or of the same right, power or privilege in any other instance. All waivers by either party
hereto must be contained in a written instrument signed by the party to be charged and, in the case
of MRG, by an officer of MRG or other person duly authorized by MRG.
(h) Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach
of any covenants by Representative; the damage or imminent damage to the value and the goodwill
of MRG's business shall be inestimable, and that therefore any remedy at law or in damages shall
be inadequate. Accordingly, the parties hereto agree that MRG shall be entitled to injunctive relief
against Representative in the event of any breach or threatened breach of any such provisions by
Representative, in addition to any other relief (including damages) available to MRG under this
Agreement or under law.
(i) Notices. Any notice, request, consent or approval required or permitted to be given under this
Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or
registered mail, with postage prepaid, to Representative's residence (as noted below), or to MRG's
principal office, as the case may be.
(j) Assistance. Representative shall, during and after termination of services rendered, upon
reasonable notice, furnish such information and proper assistance to MRG as may reasonably be
required by MRG in connection with work performed by Representative; provided, however, that
such assistance following termination shall be furnished at the same level of compensation as
provided in Section 16.
(k) Disputes. Any controversy, claim or dispute arising out of or relating to this Agreement or the
relationship, either during the existence of the relationship or afterwards, between the parties
hereto, their assignees, their affiliates, their attorneys, or agents, shall be litigated solely in state or
federal court in Philadelphia, PA. All parties agree to mediation prior to any court filings.
(l) Each party will:
1. submit to the jurisdiction of such court,
2. waives the defense of an inconvenient forum,
3. agrees that valid consent to service may be made by mailing or delivery of such service to
635 Buyers Rd. Suite 5, Collegeville, PA 19426, or the Pennsylvania Secretary of State
(the "Agent"), if personal service delivery cannot be easily effected, and authorizes and
directs the Agent to accept such service in the event that personal service delivery cannot
easily be effected.

EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY
ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
ARISING OUT OF, OR RELATING TO THIS AGREEMENT, OR ANY OTHER
MATTER INVOLVING THE PARTIES HERETO
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19. This Agreement contains the entire agreement between the parties and any representation, promise or
condition not incorporated herein shall not be binding upon either party.

20. By affixing my signature, I acknowledge the receipt of; the inclusion in, and my compliance with
MRG LLC Policies & Procedures along with the Field Representation Limitations into this Agreement.

IN WITNESS WHEREOF, the parties have hereunto caused to be executed this Independent Contractor
Agreement effective as of the 1st day of September, 2010.

MRG LLC Representative (Field Consultant)

By: Charles W. Stout III JD By: __________________________

Charles W. Stout III JD, President.CEO Signature

Date: 01 September 2010 __________________________

Print Your Full Name

Date: _________________________
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