Beta Test Agreement

This Beta Test Agreement ("Agreement") is made and effective this fourteenth day of March 2011, by and between TruPointe Software ("Developer") and Montfair Medical Staffing ("Recipient"). Developer is the owner of a prototype product identified TruPointe Provider Services Suite (the "Product") which it desires to have tested by a prospective user in what is commonly referred to as "Beta Test". The Product contains valuable, confidential, trade secret information owned by Developer. The Recipient desires to test and evaluate the Product for suitability for use in its business. NOW, THEREFORE, in consideration of the promises set forth herein, the parties hereto agree as follows: 1. Arrangement. Developer agrees to provide to Recipient the Product, and Recipient accepts the Product, subject to the terms of this Agreement. Recipient agrees to test and evaluate the Product as provided herein, report to Developer with respect to the usefulness and functionality of Product all pursuant to this Agreement. 2. Non-Disclosure. A. Recipient acknowledges and agrees that in providing the Product, Developer may disclose to Recipient certain confidential, proprietary trade secret information of Developer (the "Confidential Information"). Confidential Information may include, but is not limited to, the Product, computer programs, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information or business plans. During this Agreement and thereafter, Recipient agrees that it will not, without the express prior written consent of Developer, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information a) is or becomes generally available to the public through no fault of Recipient; b) is rightfully received by Recipient from a third party without limitation as to its use; or c) is independently developed by Recipient. At the termination of this Agreement, Recipient will return all Confidential Information to Developer. B. Recipient also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Product or any firmware or software provided therewith.

3. License. Recipient acknowledges and agrees that it will not use the Product for any purpose that is illegal. Because the Product is a "Beta Test" version only and is not error or bug free, Recipient agrees that it will use the Product carefully and will not use it in any way which might result in any loss of its or any third party's property or information. 4. Report. Recipient shall report to Developer, as soon as practical, any perceived defect in the Product. 5. Termination. Recipient may terminate this Agreement at any time by requesting the Product be deactivated and returning all Confidential Information and copies thereof, to Developer. Developer may terminate this Agreement upon no less than 30 day notice to Recipient. The obligations of Recipient in Section 2 above shall survive the termination of this Agreement 6. Developer's Warranties. Developer represents and warrants that it has the requisite right and legal authority to grant the license and provide the Product and the Confidential Information as contemplated by this Agreement. DEVELOPER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DEVELOPER'S SOLE LIABILITY FOR BREACH OF THE REPRESENTATION AND WARRANTY ABOVE, AND RECIPIENT'S SOLE REMEDY, SHALL BE THAT DEVELOPER SHALL INDEMNIFY AND HOLD RECIPIENT HARMLESS FROM AND AGAINST ANY LOSS, SUIT, DAMAGE, CLAIM OR DEFENSE ARISING OUT OF BREACH OF THE REPRESENTATION AND WARRANTY, INCLUDING REASONABLE ATTORNEYS' FEES. 7. Governing Law. This Agreement is to be governed by, construed and enforced according to the laws of the State of Texas. 8. No Assignment. Recipient may not assign this Agreement without the prior written consent of Developer. This Agreement shall be binding upon and inured to the benefit of the parties and their respective administrators, successors and assigns. 9. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 10. Arbitration. The parties agree that they will use their best efforts to amicably resolve any dispute

arising out of or relating to this Agreement. Any controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the city where the Developer's headquarters are located. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrators expenses and administrative fees of arbitration. 11. Pricing. The Recipient will use this software, unrestricted, free of charge for the duration of the Beta Test phase. 12. Conclusion of Beta Testing. The Beta Test phase will conclude ninety (90) days from the date of the first visit entered in TruPointe. After 90 days, if both parties agree the software is functional, a contract will be executed and the beta testing phase will be complete. If the software is not considered functional, a new beta agreement may be signed or either party may choose to end the process with no penalty. Upon the conclusion of the Beta Test and after a contract is executed, the recipient will begin receiving bills the following billing cycle for the amount of $700/month. The set up fee normally associated with a new client will be waived. The contract rate will not increase unless there is a break in payment for 2 consecutive months. Contract length and terms of cancellation will be negotiated and outlined in the contract.

IN WITNESS WHEREOF, the parties hereto have executed this Beta Test Agreement as of the date first above written.
______________________________ Ty Miller, CEO TruPointe Software 525 Beltway 8 East Houston,TX 77060

______________________________ Montfair Medical Staffing