CHOLESTECH CORPORATION
EXHIBIT 10.30
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>2
<FILENAME>f73469ex10-30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.30


                                January 23, 2001


Chief Operating Officer
WellCheck, Inc.
331 Jefferson Street
Oakland, CA 94607

Dear Chief Operating Officer:

        Gary M. Reynolds and Associates, Inc., a Wisconsin corporation ("GMR")
is pleased to confirm the arrangements under which GMR has engaged WellCheck,
Inc. ("Company") to perform certain services in connection with the Pfizer
Screen Test for Health (the "Program"), all as more specifically described
herein. The terms and conditions set forth herein are sometimes hereinafter
referred to collectively as this "Agreement."

        1. Precondition and Obligations. Company shall be obligated to provide
adequate staff to perform the lipid, glucose and blood pressure screenings
("Screenings"), and other services as set forth more fully in the Statement of
Work, attached as Exhibit A. The Company agrees to perform its services for a
minimum of two hundred forty (240) event days and a maximum of two hundred
twenty thousand (220,000) Screenings.

        If the Company is asked to provide other services not specifically
contemplated in the Statement of Work, GMR and the Company shall enter into a
separate agreement covering such additional services to be rendered by the
Company and the fees payable by GMR. Further, GMR agrees to perform the
obligations as set forth in Exhibit B.

        2. Term. The Company's engagement shall commence on the date of this
letter and remain in full force and effect for one (1) year from the date set
forth on the signature page, provided that this engagement may be terminated
pursuant to this Paragraph 2.

           (a) Either party shall have the right to terminate this Agreement in
the event of a default by the other party of a material term or condition, upon
fifteen (15) business days prior written notice to the defaulting party stating
with specificity the alleged default. During said period, the defaulting party
shall have an opportunity to cure any such default or present to the
non-defaulting party an acceptable plan for cure of any default which cannot
reasonably be cured within fifteen (15) day period. Failure to comply with the
plan for cure may result in immediate termination of this Agreement at the
non-defaulting party's discretion.

           (b) GMR may terminate this Agreement without cause upon thirty (30)
days prior written notice to the Company; the Company may terminate this
Agreement without cause upon sixty (60) days prior written notice to GMR.



------------------

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.



<PAGE>   2

           (c) This Agreement may be terminated immediately upon notice to the
other party if GMR or the Company is prohibited by law, regulation or order from
engaging in or utilizing the services or activities described or referred to in
this Agreement.

           (d) This Agreement may be terminated by either party immediately,
upon written notice, if the other party (i) makes a general assignment for the
benefit of creditors, (ii) is adjudicated bankrupt, (iii) files a voluntary
petition for bankruptcy or for reorganization, or effectuated a plan or other
similar arrangement with creditors, or has a petition filed against it for an
adjudication in bankruptcy or reorganization and such petition is not dismissed
within sixty (60) days, or (iv) applies for or permits the appointment of a
receiver or trustee or custodian for any of its property or assets.

           (e) Upon termination by GMR, the Company shall, nevertheless, be
entitled to (i) receive and retain the fees set forth in Paragraph 9 to the
extent such fees are due and payable up to and including the effective date of
termination and (ii) reimbursement for all reasonable expenses paid, incurred or
committed to up to the effective date of termination, provided that such
expenses were approved by GMR in advance and in writing.

        3. Press Release. The Company may issue a press release indicating that
it has entered into a letter agreement with GMR. However, GMR retains the right
to approve the contents of such release prior to publication. The Company
acknowledges that, it may not, without prior permission from Pfizer, Inc., which
approval will not be unreasonably withheld ("Pfizer"), refer to Pfizer or any of
its programs in such press release.

        4. Mutual Warranties. In addition to any other warranties,
representations and covenants in this Agreement, each party expressly warrants
and represents to the other that:

           (a) It is in compliance with, and will continue throughout the term
of this Agreement to comply with, all applicable federal, state and local laws,
rules, regulations, ordinances and orders where failure to do so would have a
material adverse effect on its obligations under this Agreement.

           (b) It is a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation, and is duly licensed or
qualified to do business as a foreign corporation, and is in good standing in
each jurisdiction wherein the character of the properties owned or leased by it
makes such licensing necessary, in each case where such failure would have a
material adverse effect on its obligations under this Agreement.

           (c) The execution, delivery and performance of the Agreement are not
prohibited by, and do not violate, any provision or result in any material
breach of, (i) its articles of incorporation or bylaws or equivalent
organizational documents or (ii) any contract, indenture, agreement, lease,
permit or license by which it or its properties are bound.

           (d) The Agreement has been duly executed and delivered by it and,
assuming due execution, authorization and delivery of it by the other party,
constitutes the legal, valid and binding obligation, enforceable in accordance
with its terms.



                                      -2-
<PAGE>   3

        5. Company Warranties. The Company further represents and warrants to
GMR that:

           (a) All services rendered in connection with the Program shall be
rendered according to established professional standards in the Company's
industry.

           (b) All services provided by the Company shall be performed according
to specifications, descriptions, or samples provided by the Company.

           (c) As of the date of this Agreement, it has no knowledge of any
pending infringement action against it concerning any intellectual property
which Company will employ in connection with the Screenings.

           (d) In connection with the performance of the Screenings rendered in
connection with the Program, TEAMS (as defined in Exhibit A) will (i) capture
participant test data, (ii) store the data in a database, (iii) provide reports
on test results and (iv) provide summary reports of the tests conducted.

        6. Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN PARAGRAPHS 4 AND
5, NEITHER PARTY MAKES ANY WARRANTIES OR CONDITIONS TO THE OTHER OR ANY OTHER
THIRD PARTY, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, AND EACH PARTY
SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO ANY
SERVICES OR OBLIGATIONS ASSUMED UNDER THIS AGREEMENT.

        7. Indemnification.

           (a) Each party (an "Indemnifying Party") agrees to indemnify, defend
and hold harmless the other party (an "Indemnified Party"), its directors,
officers and controlling persons from and against any and all losses, claims,
damages, expenses and all other liabilities, including but not limited to, costs
and attorney's fees arising out of or in connection with third party claims
alleging (i) the breach of any representation, warranty, covenant of this
Agreement attributable to any Indemnifying Party or its agents, assigns,
contractors or employees; or (ii) the negligence of any Indemnifying Party or
its agents, assigns, contractors or employees; or (iii) property damage, bodily
injury and death proximately caused by the Indemnifying Party or its agents,
assigns, contractors or employees; provided that the Indemnified Party shall:
(x) promptly notify the Indemnifying Party in writing of the claim; (y) provide
the Indemnifying Party sole control over the defense and/or settlement of such
claim, at the Indemnifying Party's expense and choice of counsel; and (z)
provide full information and reasonable assistance with respect to such claim.
The Indemnified Party may join in defense of the claim with counsel of its
choice at its expense.

           (b) Company agrees to indemnify, defend and hold harmless GMR, its
directors, officers and controlling persons from and against any and all losses,
claims, damages, expenses and all other liabilities, including but not limited
to, costs and attorney's fees arising out of or in connection with third party
claims alleging the infringement by Company of any parent, copyright, trademark
or trade secret right; provided that GMR shall: (x) promptly notify Company in
writing of



                                      -3-
<PAGE>   4


the claim; (y) provide Company sole control over the defense and/or settlement
of such claim, at Company's expense and choice of counsel; and (z) provide full
information and reasonable assistance with respect to such claim. GMR may join
in defense of the claim with counsel of its choice at its expense.

           (c) The Indemnifying Party agrees that, without the prior written
consent of the Indemnified Party, it will not settle, compromise or consent to
entry of any judgment in any pending or threatened claim, action or proceeding
in respect of which indemnification could be sought under this Paragraph
(whether or not one or more parties entitled to seek such indemnification are
actual or potential parties to such claim or proceeding), unless such
settlement, compromise or consent includes an unconditional release of such
other party from and against all liability arising out of such claim, action or
proceeding.

           (d) If multiple claims are asserted in any litigation or other
proceeding, including an arbitration, and indemnification as to at least one of
such claims is permitted under applicable law and provided for under this
Agreement, the parties agree that any judgment or award shall be conclusively
deemed to be based on claims as to which indemnification is permitted and
provided for, except to the extent the judgment or award expressly states that
the judgment or award, or any portion thereof, is based solely on a claim or
claim as to which indemnification is not available.

           (e) The obligations of the parties to this Agreement to indemnify,
defend and hold harmless the other will survive the termination or expiration of
this Agreement for a period of two (2) years from the date of such termination
or expiration.

        8. Limitation of Liability. EXCEPT FOR LIABILITY UNDER PARAGRAPHS 7, IN
NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL OR SPECIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

        9. Fees and Expenses to the Company. The fees for Screening services
shall be the greater of: (i) the aggregate Screening fees calculated by
multiplying the number of Screenings actually performed in the month by the fee
for Screening services set out in Exhibit C, Part I: Screening Fees or (ii) the
Monthly Minimum (as described below). The Monthly Minimum shall be the product
of (x) a minimum number of tests (set out in Exhibit C, Part I according to
event size) per event day, (y) the fee for Screening services set out in Exhibit
C, Part I and (z) the actual number of event days. Any other fees for services
described in Exhibit C, Part II: Other fees shall be payable according to the
per service fee quoted in Schedule C, Part II. In addition to the costs
described in Exhibit C, Parts I and II, any other Reimbursable Expenses as set
out in Exhibit C, Part III: Reimbursable Expenses shall be payable to Company
for amounts actually incurred (i.e., without markup). The Screening Fees, the
Other Fees and Reimbursable Expenses are hereinafter collectively referred to as
the "Contract Payables." GMR shall bear the expense of and shall arrange for all
air travel and automobile rentals for Company and its staff.




                                      -4-
<PAGE>   5

           Notwithstanding the above, Company may not invoice for, and GMR is
not responsible for paying, any amount of Contract Payables which, in the
aggregate, exceeds the bottom-line contract estimate found in Exhibit C, unless
any such excess has been approved by GMR in advance and in writing.

           In consideration of the significant costs to Company associated with
the installation and customization of the Services, within ten (10) days of
execution of this Agreement, GMR agrees to pay Company an advance of $500,000
(the "Advance"). Company will first apply the Advance to any fees due Company
for Screenings performed in accordance with this Agreement and Reimbursable
Expenses. Upon exhaustion of the Advance, Company shall invoice GMR for
Screenings and Reimbursable Expenses as set forth below in this Paragraph 9. In
the event of termination other than due to (1) a material breach by GMR pursuant
to Paragraph 2(a) or (2) termination for GMR's convenience pursuant to Paragraph
2(b) for a reason other than GMR's failure to consummate a Project Agreement
with Pfizer, Company shall refund any remaining Advance.

           On or about the first (1st) of each month, Company will submit an
invoice to GMR indicating Screening fees and Reimbursable Expenses incurred
during the prior month. All payments by GMR will be net 30 days. For
non-contested amounts not paid within 40 days of the invoice date, GMR will pay
Company one and one half percent (1.5%) interest per month on the unpaid
balance, or the maximum amount permitted by law, whichever is less, until all
past due amounts are satisfied. GMR shall further be responsible for all costs
incurred by Company in connection with the recovery of any non-contested, past
due fees, including professional fees and legal costs.

        10. Insurance. Each party shall, at its own expense, secure and maintain
commercial general liability insurance in the amount of not less than five
million dollars ($5,000,000) to insure against liability arising from bodily
injury, property damage, personal injury or death; commercial automobile
liability for all owned, non owned and hired automobiles with bodily injury and
property damage limit of not less than two million dollars ($2,000,000) combined
single limit; statutory workers' compensation insurance meeting all state and
local requirements, including coverage for employer's liability with limits of
no less than five hundred thousand dollars ($500,000). The Company agrees to
secure and maintain professional liability insurance in the amount of no less
than five million dollars ($5,000,000) covering the Screenings.

           Evidence of real and personal property insurance, on a replacement
cost basis, must be provided to the other party prior to signing this contract.
All insurance contracts must be with insurers possessing an A.M. Best rating of
not less than A or A-. Each party shall provide the other with certificates of
insurance naming the other as an additional insured, evidencing the existence of
such insurance within ten (10) days after execution of this Agreement.

        11. Confidential Information. During the term of this Agreement both
parties may receive trade secrets from the other, including, but not limited to,
financial information, product plans, business plans, trade secrets, technology
diagrams, designs, drawings, sketches, flow charts, or any other proprietary
information, whether transmitted orally, in writing, or by any other media,
which (i) when marked as "Confidential," if transmitted in writing or (ii) when
transmitted orally,



                                      -5-
<PAGE>   6

and thereafter designated as confidential in a written memorandum, shall be
treated as "Confidential Information" under this Agreement.

           Both parties agree: (i) to use Confidential Information solely in
accordance with the provisions of this Agreement; and (ii) not to disclose, or
permit to be disclosed, either directly or indirectly, Confidential Information
to any third party without the other's prior written consent. Each party shall
safeguard the Confidential Information of the other party using the same
measures it uses to protect its own Confidential Information, but in no event
shall a party use less than reasonable care.

           Neither party to this Agreement bears responsibility for safeguarding
information that is: (w) publicly available, (x) obtained from third parties not
under confidentiality restrictions, (y) independently developed without
reference to Confidential Information, or (z) required to be disclosed by order
of a court or other governmental entity; provided, however, that the receiving
party shall provide notice as soon as reasonably practicable to the disclosing
party and shall provide reasonable assistance to the disclosing party to obtain
a protective order or otherwise prevent public disclosure of such Confidential
Information, and such Confidential Information shall only lose its confidential
protection for purposes of such legal disclosure.

        12. Relationship of Parties. The relationship of the parties established
by this Agreement is that of independent contractors, and nothing contained in
this Agreement should be construed to give either party the power to direct or
control the day-to-day activities of the other, or be construed to give either
party the authority to direct the manner of performance of the other party's
obligations under this Agreement. Neither party, nor its employees or agents
should be considered the employees or agents of the other party. Each party
assumes exclusive liability for all contributions, taxes or payments required to
be made because of its personnel by the federal and state Unemployment
Compensation Acts, Social Security Acts and all amendments thereto, and by all
other current and future acts, state of federal requiring payment by Company on
account of such personnel performing the Screenings under this Agreement. The
parties should not be deemed partners or joint-venturers of each other, and all
financial and other obligations associated with each party's business are the
sole responsibility of that party.

        13. Assignment and Delegation. Neither party may assign its rights or
obligations under this Agreement without the prior written consent of the other
party, which consent shall not be unreasonably withheld; provided, however, that
each party shall have the right to assign this Agreement without the other
party's consent: (i) to a parent corporation or entity; (ii) to any subsidiary
corporation or entity; or (iii) in connection with the sale of all or
substantially all of its assets. Any attempted assignment in violation of this
Paragraph 13 shall be null and void. This Agreement shall inure to the benefit
of and be binding upon any successors and permitted assigns.

        14. Attorney's Fees. If any action at law or in equity is necessary to
enforce the terms of this agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and expenses, in addition to any other relief
to which such prevailing party may be entitled.



                                      -6-
<PAGE>   7

        15. Governing Law. This Agreement shall be governed by, construed and
interpreted in accordance with the internal laws of the State of New York
without regard to its choice of law provisions.

        16. Notices. All invoices and any notices which are required or which
may be given under this Agreement shall be deemed given upon the earlier of
receipt or five (5) days after mailing by certified mail, return receipt
requested, or hand delivery by messenger or express service, to the following
addresses, or to such other address as each party may specify to the other in
writing from time to time.

                    If to GMR:

                    Gary M. Reynolds and Associates, Inc.
                    Attention:  Gary M. Reynolds, Chief Executive Officer
                    2725 South Moorland Road
                    New Berlin, WI 53151


                    If to the Company:


                    Chief Operating Officer
                    WellCheck, Inc.
                    331 Jefferson Street
                    Oakland, CA 94607

        17. Counterparts. This Agreement may be executed in counterparts each of
which when so executed and delivered shall be deemed to be an original and all
of which together shall constitute one instrument.

        18. Severability. The unenforceability, invalidity or illegality of any
provision of this Agreement shall not affect or impair the continuing
enforceability or validity of any other part, all of which shall survive and be
valid and enforceable.

        19. Entire Agreement. This Agreement, including all Exhibits attached
hereto, sets forth the final and complete understanding of the parties with
respect to this subject and there are no other representations or warranties
with respect to this Agreement. This Agreement supersedes all prior discussions,
agreements and undertakings relating to the subject matter. It is further agreed
that the respective rights, interests, understandings, agreements and
obligations of the parties may not be amended, modified or supplemented in any
respect except by a subsequent written instrument evidencing the express written
consent of the party to be charged. Any terms inconsistent with or additional to
the terms set forth in this Agreement which may be included in an
acknowledgement, invoice or other document of either party shall not be binding
on the other.

        20. Arbitration. Any dispute or controversy arising out of, relating to
or in connection with this Agreement will be settled by binding arbitration to
be held in New York, New York in accordance with the rules mutually agreed upon
by the parties or, in the absence of such agreement, in accordance with the then
prevailing rules of the American Arbitration Association. All disputes under
$100,000 shall be heard by one arbitrator; and all disputes over such amount
shall be heard by



                                      -7-
<PAGE>   8

a panel of three arbitrators. The award of the arbitrators, which may include
injunctions, will be final, conclusive and binding on the parties; and judgement
may be entered upon it in any court of competent jurisdiction. The parties
hereby consent to personal jurisdiction and to enforcement of such award in any
court of competent subject matter jurisdiction in the State of New York. All
arbitration proceedings pursuant to the terms of this Paragraph 20 shall be
maintained in confidence by all parties. All applicable statutes shall be tolled
while the procedures specified in this Paragraph 20 are pending. The parties
shall take such action, if any, required to effectuate such tolling.

        21. Equitable Relief. Notwithstanding Paragraph 20, the parties may
apply to any court of competent jurisdiction for a temporary restraining order,
preliminary injunction, or other interim or conservatory relief, as necessary,
without breach of this Agreement and without abridgment of the powers of an
arbitrator.

        This Agreement shall not be effective until executed by duly authorized
officers of each party.

        Please indicate your acceptance of these provisions, conditions and
terms by signing and returning to us both copies. We will forward one fully
executed copy to you. We look forward to working with you on this assignment.


                                          Very truly yours,

                                          GARY M. REYNOLDS AND ASSOCIATES, INC.

                                          By: /s/ Gary M. Reynolds
                                              ---------------------------------
                                              Gary M. Reynolds,
                                              Chief Executive Officer

        The foregoing provisions, terms and conditions are hereby agreed to the
23rd day of January 2001.

                                          WellCheck, Inc.
                                          (the "Company")

                                          By: /s/ Warren E. Pinckert II
                                              ---------------------------------
                                              Warren E. Pinckert II, President




                                      -8-
<PAGE>   9

                                    EXHIBIT A

                                STATEMENT OF WORK


        Company Obligations. During the term of this Agreement and subject to
the terms and conditions set forth herein, Company agrees to provide: (i) lipid,
glucose and blood pressure screenings as well as counseling related to those
screenings (the "Screenings"), (ii) hardware installation and customization of
Company's proprietary lipid, glucose and blood pressure testing system ("TEAMS")
on GMR's mobile marketing vehicles known as Lipitor trucks ("Trucks") necessary
to conduct the Screenings (subject to GMR's procurement of Pfizer approval of
TEAMS as set forth in Exhibit B, (iii) maintenance and support of TEAMS
("Maintenance"), and (iv) participant data and reports of the Screening results
(the "Reports"), (collectively, the "Services"). Company will retain the sole
and exclusive right to control or direct the manner or means by which the
Services are performed and may subcontract or assign any or all of its
obligations and rights under this Agreement; provided Company remains
responsible for the performance of all of its obligations hereunder.

        Ownership. Company expressly retains all right, title, and interest in
and to TEAMS (and any customizations thereof), its documentation, manuals and
its Confidential Information and GMR shall have no interests or rights in TEAMS
other than the limited rights granted to GMR under this Agreement. Further, any
installations of hardware pursuant to this Agreement will remain the property of
Company and will not become permanent fixtures of the Trucks. Further, to the
extent that any enhancements, modifications and/or derivative works, or other
materials or deliverables are developed by or on behalf of Company, all such
materials will be owned by Company.

        Notices. GMR shall not remove any Company Trademark, copyright or other
proprietary notices from any part of TEAMS, Company provided hardware, or other
sales and marketing materials, and shall reproduce such notices on any copies,
in whole or in part, of such materials made by GMR in GMR's marketing literature
and documentation.

        Participant Data. GMR and Company owns any participant data collected in
connection with the Screenings including, names, addresses, demographic
information, answers to risk assessment questionnaires, and test results
("Participant Data"). Company shall hold the Participant Data in trust. Each
party agrees to use any such data only in accordance with applicable laws, with
each party's respective privacy policies, and Company may not otherwise make use
of the data except with GMR's permission.



<PAGE>   10

        Billing. GMR will be billed on the basis of the number of people
screened, with the following exceptions:

        -       Any minimums specified in the Agreement
        -       Overtime
        -       Outsourced Licensed Medical Personnel
        -       Travel fees
        -       Equipment
        -       Logistics/Coordination fees
        -       Forms
        -       Shipping Charges




                                      A-2
<PAGE>   11

                                    EXHIBIT B

                                 GMR OBLIGATIONS


        Regulatory Approval. GMR will secure any necessary Pfizer regulatory
committee approval of TEAMS. Company will support this process by providing
information as reasonably requested by GMR. Company's obligation under Exhibit A
to install TEAMS and perform the Services is subject to GMR's procurement of
such approval.

        Storage and Transportation. Company will ship supplies in connection
with the Screenings F.O.B. GMR's warehouse located in New Berlin, WI. Upon
receipt by GMR at its warehouse, risk of loss, but not title, shall pass to GMR.
GMR shall be responsible for complying with all handling, storage and
transportation guidelines provided by or on behalf of Company with such
supplies. Each party, as applicable, shall ensure the supplies are shipped in
appropriate packaging and shall maintain insurance against damage to the
supplies. GMR will, at its expense, store and subsequently deliver such supplies
to the event locations on event days as mutually agreed by the parties. To the
extent that a failure materially impairs Company's ability to perform the
Screenings, Company shall be relieved of all of its obligations under this
Agreement as they pertain to specific event days where Company has requested
certain supplies necessary for the Screenings and GMR was unable to deliver such
supplies.

        GMR will provide carrying boxes, display tables and display casings for
the Company hardware used in connection with the Screenings. GMR will be
responsible for the transportation, set-up and breakdown of event displays. GMR
shall be responsible for, and shall reimburse Company for any expenses
associated with damaged or mishandled supplies.

        Customizations. GMR will be responsible for all changes in wiring,
mounting systems, and storage inside and outside of the Trucks. GMR will provide
two dedicated 30 amp power circuits to support the TEAMS automation system.

        Maintenance. GMR will be solely responsible for the upkeep and
maintenance of all Trucks and shall do so in a prudent and reasonable manner.


<PAGE>   12

                                    EXHIBIT C

                                SERVICE ESTIMATE


<TABLE>
<S>     <C>                                                                                           <C>
I.      SCREENING FEES

-       Lipid Panel and Glucose, BP and Counseling

        -       425 Event days x 200 Screenings @ $[***]                                              $[***] (small event)

        -       125 Event days x 400 Screenings @ $[***]                                              $[***] (medium event)

        -       50 Event days x 600 Screenings @ $[***]                                               $[***] (large event)

        SubTOTAL                                                                                      $[***]


-       Data Capture and Reporting using "TEAMS" System

        -       425 Event days x 200 Screenings @ $[***]                                              $[***]

        -       125 Event days x 400 Screenings @ $[***]                                              $[***]

        -       50 Event days x 600 Screenings @ $[***]                                               $[***]

                SubTOTAL                                                                              $[***]


II.     OTHER FEES

-       Per hour fee over eight hours per work day billed at $[***] per hour per
        staff member, not to exceed a ten-hour day (Estimate - $[***] x 2 hrs x
        8 staff members x 60 event days)                                                              $[***]

-       Per Diem Travel estimates for Company Staff (Invoiced at $[***] per
        Company employee per day with a minimum of 3 travel/event days per
        program.                                                                                      $[***]

-       Logistics/Coordination Fee
        To be invoiced equally over the duration of
        the program (i.e., 16 months at $[***])                                                       $[***]

        -       Review of regulatory issues

        -       Licensure fees

        -       Company staff and logistics coordination

        -       Professional liability

        -       Biohazard waste removal

        -       Policy and procedures compliance
</TABLE>


-----------------

[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.


<PAGE>   13


<TABLE>
<S>     <C>                                                                                           <C>
III.    REIMBURSABLE EXPENSES

-       Outsourced Licensed Medical Personnel needed in accordance to meet
        specific state regulatory requirements (Estimate - $[***]/hour x 8 hours
        x 4 staff x 30 event days)                                                                    $[***]

-       Welch-Allyn Wall-mounted Blood Pressure/Pulse Units (16)
        Includes:        Small, adult and large cuffs
                         Back-up manual equipment                                                     $[***]

-       Printing of Consent/Release forms (To be billed at actual incurred cost)                      $[***]

-       Shipping Charges (To be billed at actual incurred cost)                                       $[***]

        (ESTIMATED) TOTALS                                                                            $[***]
</TABLE>

-----------------

[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.



                                      C-2
</TEXT>
</DOCUMENT>
