FEE AGREEMENT

NATIONAL PHYSICIAN PLACEMENT SERVICES

1515 North Warson Road, Suite 145, St. Louis, MO 63132

1-800-264-6777   1-314-426-NPPS   Fax 314-426-0707   NPPS@AOL.COM

C O N T I N G E N T  F E E   A G R E E M E N T

Client: ________________________________________________________________

and National Physician Placement Services, division NPPS, Inc. (NPPS) hereby enter into the following :  

THIS AGREEMENT IN NO WAY OBLIGATES EITHER PARTY TO ULTIMATELY PLACE/HIRE A CANDIDATE PROVIDED BY NPPS.  

Rather it serves to confirm the contingent fees and payment terms agreed to if NPPS should place a candidate with Client.  CLIENT MAY TERMINATE THIS AGREEMENT AT ANY TIME WITHOUT ANY FURTHER OBLIGATIONS FOR SERVICE OR PAYMENT, except for reimbursement of any pre-authorized out-of-pocket expenses and an existing fee obligation for any previously referred candidates.

NPPS agrees to identify, interview and refer qualified candidates to Client to the best of its ability, and to perform reference checks on referred candidates upon request.  NPPS cannot guarantee the content, completeness, or reliability of references provided to it, but will report such information as it does discover with accuracy and truth.  CLIENT IS ADVISED TO RELY UPON ITS OWN REFERENCING RESOURCES FOR COMPLETENESS AND HEREBY RELEASES AND HOLDS NPPS HARMLESS FROM ALL RELATED LIABILITY, ERRORS AND OMISSIONS.

Client agrees to assume full financial responsibility for all candidate travel and interview expenses, and to reimburse NPPS for any pre-authorized out-of-pocket expenses incurred in their behalf.  Client agrees to assume full responsibility for payment of NPPS fees for any referred candidate which Client hires/contracts with or subsequently passes to or introduces to any other party and which results in the hire/contracting of that candidate within two years of the referral.  

ACCEPTANCE OF NPPS REFERRALS SUPERSEDES ALL PRIOR OR INCIDENTAL KNOWLEDGE OF OR CONTACT WITH NPPS CANDIDATES.  CLIENT ASSUMES FULL RESPONSIBILITY FOR PRESCREENING NPPS REFERRALS AGAINST THEIR OWN CONTACTS, CLIENT FILES, AND OTHER SOURCES, ETC., BEFORE ACCEPTING NPPS REFERRALS.

NPPS agrees that if Client voluntarily wishes to place advertising and/or to conduct direct mail efforts through NPPS, it will only charge for the actual related out-of-pocket expenses.  If such activity produces a candidate who is placed with Client by NPPS, then NPPS will credit (reimburse) Client for the full amount spent.

NOTE:  This document may be used to denote fee agreement regarding a particular candidate(s), a general specialty(s), or both.

Candidate Name / File # / or Specialty               Fee Amount

TERMS:  Are Net Cash, due and payable within 15 days of a confirmed placement.  Late payments will be subject to an interest charge of 18% per annum.  Client agrees to pay all necessary costs of collection, including attorney's fees.

For the purposes of this agreement a confirmed placement shall mean either:  1)  the execution of a written contract by the candidate; or 2) an accepted letter of intent (or letter of offer and acceptance);  or 3) a period of 30 days after verbal acceptance of an offer which is confirmed in writing; whichever occurs first.

GUARANTEE:  NPPS is being paid a fee for its knowledge and services which enable the Client to locate candidates and secure their commitment to come to work for the Client.  Both parties acknowledge that it is beyond the control of NPPS whether a placed candidate will ultimately report to work as agreed or will stay for a particular period of time.  NPPS cannot and does not guarantee the performance of hired candidates.  However, NPPS does offer the following post placement guarantee:

In the event that the placed candidate fails to honor his/her start obligation or resigns the position within six months of starting, NPPS will replace candidate at no additional fee, provided Client has fulfilled its oral and written agreements with the candidate and has complied with NPPS payment terms (above).  Replacements must be for substantially similar positions, duties and qualifications.

ACKNOWLEDGMENT

The undersigned acknowledges these terms and conditions as an authorized agent of Client.  This agreement shall be deemed for all purposes to have been made and entered into in the State of Missouri and considered to be a Missouri contract, and shall be governed by and construed in accordance with the laws of that State, without regard to the conflict of laws frinciples thereof.  Any litigation or other dispute resolution between the parties relating to this Agreement shall take place in a state court of competent jurisdiction located in the county of St. Louis, MO or in the Federal District Court therein.  The parties consent to the personal jurisdiction of, and venue in, said courts.  This agreement supersedes all previous conflicting NPPS agreements.

     CLIENT                                                                   NPPS

Signed: _____________________                    MICHAEL J BRENNER

Title    :  _____________________                             President                                                  

Date:     _____________________