Agreement made this 13th day of December, 2002, between CareDecision Corporation, (hereinafter referred to
as "Corporation"), and Barbara Asbell, (hereinafter referred to as "Consultant"):
In consideration of the mutual promises contained in this Agreement, the contracting parties agree as follows:
A. It is the desire of the Corporation to engage the services of the Consultant to provide the Corporation with
human resources services.
B. The Consultant is involved in the strategic planning and corporate development industry and, from time to time,
does assist businesses in identifying and acquiring certain key personnel.
C. The parties desire that the Corporation retain the Consultant to consult with the Corporation and assist the
Corporation in identifying, locating and, possibly, acquiring the services of key employees for the Corporation, on
the terms and subject to the conditions specified in this Agreement.
D. Prior to this Agreement, the Corporation and Consultant have agreed that a compensatory, mutually binding
agreement, is in the best interest of the Corporation.
1. The respective duties and obligations of the contracting parties shall be for a period of ninety (90) days
commencing on the date of December 13, 2002. This agreement will have an automatic three (3) month renewal
provision to be enacted upon expiration of initial and subsequent agreement term(s). This Agreement may be
terminated by either party only in accordance with the terms and conditions set forth in Paragraph 7, below.
Services Provided by Consultant
(a) The Consultant will devote such amount of time and effort necessary to accomplish the services required.
However, there is no requirement that Consultant devote a certain amount of time or effort hereunder. During the
term of this Agreement, Consultant will provide certain strategic human resources services to the Corporation.
(b) Consultant will aid and assist the Corp