This Consulting Agreement (“Agreement”) is entered into as of January 26, 2007 (“Effective Date”), by
and between PACE Health Management Systems, Inc., an Iowa corporation (the “Company”), and Yankee
Partners, LLC (the “Consultant”).
In consideration of the mutual covenants and conditions set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Relationship of the Parties . (a) Consultant agrees to perform services (the “Services”) for the
Company relating to the Mid-Atlantic Region programs of the Company, as well as management and other
services as agreed to by Consultant and the Company.
In the performance of the Services, Consultant shall act solely as an independent contractor,
and nothing herein shall at any time be construed to create the relationship of employer and employee,
partnership, principal and agent, or joint venture as between the Company and Consultant. Neither party shall
have any right or authority to, nor will either party attempt to enter into any contract, commitment or agreement,
or to incur any debt or liability of any nature, in the name, or on behalf, of the other party.
Term . The term of this Agreement shall commence as of January 26, 2007 (the “Commencement
Date”), and end on the one year anniversary of the Commencement Date (the “Initial Term”), unless earlier
terminated as provided in Section 4 or 5 hereof. This Agreement shall be automatically renewed for successive
one-year periods thereafter, commencing upon the expiration of the Initial Term, unless earlier terminated as
provided in Section 4 or 5 hereof. Consultant shall, following the Commencement Date, provide its Services to
the Company on a full-time business basis requiring the devotion of 5 days per week of its productive business
time for the efficient and successful operation of the business of the Company.