AGENT'S REPRESENTATION AGREEMENT
THIS AGREEMENT ("Agreement") is made and effective on August 20, 2002 by and between
CareDecision.net Incorporated ("Company") and CareDecision Corporation, a Nevada corporation and its
agents, assigns, and affiliated organizations and entities ("Agent").
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. Definitions. As used herein, the following terms shall have the meanings set forth below:
A. "Products" shall mean the following of Company's products to be sold or licensed by Agent:
CareDecision.net PDA (and its various sales marks), CareDecision.net DataStation, CareDecision.net
B. "Territory" shall mean the following described geographic area and/or particular accounts:
Any client, medical services entity, physician or pharmacy in the United States that has or had a prior business
relationship with Pharmacare, Inc., a wholly owned subsidiary of CVS, Inc.
2. Appointment. For valuable consideration, Company hereby appoints Agent as its exclusive sales, service and
training representative for the Products in the Territory, and Agent hereby accepts such appointment. Agent's sole
authority shall be to solicit orders, make sales presentations, attend trade shows, install products in Territory, train
end-users in Territory for the Products in the Territory in accordance with the terms of this Agreement. Agent
shall not have the authority to make any commitments whatsoever on behalf of Company, but shall be allowed to
use the Company's name and carry business cards and stationary of the Company.
A. Exclusivity Compensation. Agent agrees to pay Company 10% of any sales revenues, services or training
revenues received as compensation for Company's appointing Agent as exclusive Agent for the Products in the
B. Compensation for PDA Design Changes. The PDA based product listed in Section 1(A) is complete,
commercial ready and fully functional. However, the