1. PROENZOL OBLIGATIONS PROENZOL shall sell Products to CUSTOMER at the current prices and terms indicated on the PROENZOL website unless otherwise specified in writing by PROENZOL. At its sole discretion, PROENZOL shall qualify healthcare professionals to be able to purchase Products, exercising due diligence in verifying acceptable licensure or certification.

2. CUSTOMER OBLIGATIONS CUSTOMER shall, from time to time, purchase Products from PROENZOL. CUSTOMER shall only sell or provide Products directly to patients or clients or, if a distributor, to licensed or certified healthcare professionals qualified to enter into a PROENZOL Customer Agreement. CUSTOMER shall not, under any circumstances, supply Products to any retail outlets and/or online stores. CUSTOMER, if a licensed pharmacist, shall keep Products behind the counter and not visible to its customers. CUSTOMER agrees to inform all staff members of the policies contained herein.

3. CUSTOMER LICENSE/CERTIFICATION REQUIREMENT CUSTOMER shall be licensed or certified as a healthcare professional in good standing at all times while purchasing Products. Within the scope of the healthcare practice, CUSTOMER agrees to provide Products to patients or clients in accordance with all applicable laws and regulations.

4. RESTRICTED INTERNET SALES POLICY In an effort to preserve the integrity of PROENZOL Products and protect the business of all CUSTOMERS, PROENZOL is restricting CUSTOMERS’ sale of Products on the Internet. CUSTOMER shall not refer to PROENZOL, display PROENZOL trademarks or bottle images, directly or indirectly sell, resell or distribute any Products using the Internet or any other form of electronic medium in any manner whatsoever without PROENZOL’s prior written approval. For purposes of this Agreement, the “Internet” is defined as a global telecommunications network through which information is exchanged between connected computers including, but not limited to, any World Wide Web site, online news service, online bulletin board, online commerce site or any other form of online service, at any electronic domain name or location. If PROENZOL authorizes the CUSTOMER to refer to or include PROENZOL and/or Products on its Internet Site, CUSTOMER shall maintain all images, prices and distribution of any Products in a protected area of its site that is ONLY available to the CUSTOMER’s patients through the use of a password provided solely to the CUSTOMER’s patients and NOT to the general public. CUSTOMER agrees that the general public cannot place an order for PROENZOL Products through CUSTOMER’s website under any circumstances. CUSTOMER may also link to PROENZOL’s website with PROENZOL’s prior written approval. CUSTOMER acknowledges, understands and agrees to PROENZOL’s ‘Restricted Internet Sales Policy’ and shall abide by this Policy and any modifications hereto which may, from time to time, be implemented by PROENZOL.

5. ADVERTISING POLICY CUSTOMER shall not publicly advertise any Products using any electronic or print media whatsoever without PROENZOL’s prior written approval.

6. PROPRIETARY AND CONFIDENTIAL INFORMATION CUSTOMER acknowledges detailed formulation information is provided to CUSTOMERS to assist them in choosing the best Products for their patients. CUSTOMER agrees to disseminate this proprietary information only as needed on a case-by-case basis and not to make it available in any manner on any electronic or print media. CUSTOMER understands the confidential code provided to the CUSTOMER to allow access to the professional section of the PROENZOL website is to be used by the CUSTOMER ONLY. This confidential code is NOT to be provided to patients or clients, or made available in any manner on any electronic or print media.

7. TERMINATION This Agreement may be terminated by either party at any time, with or without cause. The authorizations and approvals referenced above may be withdrawn, rescinded and/or revoked by PROENZOL at any time for any reason at PROENZOL’s sole discretion. CUSTOMER’s failure to comply with the terms and policies set forth in this Agreement is a breach of contract, resulting in immediate termination of CUSTOMER’s right to purchase Products and all outstanding amounts owed for Products shipped will become immediately due and payable. Because the Parties recognize and agree that the actual damages resulting from CUSTOMER’s breach is difficult or impossible to quantify, it is agreed by the Parties that PROENZOL is entitled to pursue any remedy existing by law, equity or statute. PROENZOL reserves the right to enforce its statutory rights to recover damages against CUSTOMER for trademark and copyright infringement.

8. CHOICE OF LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, excluding its conflict of law rules. Both Parties expressly agree to submit to the exclusive jurisdiction and venue of the courts in Platte County, Missouri in all disputes or actions arising out of or relating to this Agreement.

9. SEVERABILITY, WAIVER AND ASSIGNMENT This Agreement constitutes the entire agreement between the Parties. If any provision of this Agreement is found to be illegal, invalid or unenforceable for any reason, then that provision shall be deemed severable from this Agreement and shall not affect the legality, validity and enforceability of any remaining provisions. Failure by PROENZOL to enforce any provisions of this Agreement or respond to a breach by CUSTOMER shall not in any way be deemed a waiver of its right to enforce subsequently any provisions of this Agreement or to act with respect to similar breaches. If any action at law or in equity is necessary to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover attorneys’ fees, costs and reasonable expenses in addition to any other legal or equitable relief to which such party may be entitled. CUSTOMER may not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, without the prior written consent of PROENZOL.