0001432093-12-000396 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 16th, 2012 • Epazz Inc • Services-prepackaged software • Florida

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of March 8, 2012, by and among MS Health, Inc., an Illinois corporation ("Buyer"), MS Health Software Corporation, a New Jersey corporation ("Seller"), Michael Sedita ("Sedita") and Dorothy E. Higgins ("Spouse").

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SECURITY AGREEMENT
Security Agreement • May 16th, 2012 • Epazz Inc • Services-prepackaged software • Florida

This security agreement ("Security Agreement") is made and entered into on March , 2012, by and between MS HEALTH SOFTWARE CORP., a New Jersey corporation authorized to do business in Florida, whose address is 128 Willow Grove St., Hackettstown, NJ 07840 (hereinafter referred to as the "Secured Creditor"); MS HEALTH, Inc. an Illinois corporation, whose address is 309 W. Washington St. Suite 1225, Chicago, IL 60606 (hereinafter referred to as the "Debtor").

Exhibit B
Compete; Consulting Agreement • May 16th, 2012 • Epazz Inc • Services-prepackaged software

COVENANT NOT TO COMPETE; CONSULTING AGREEMENT NON­ COMPETITION and CONSULTING AGREEMENT, dated as of March_, 2012, between MS Health, Inc., an Illinois Corporation (referred to herein as the "Company" and "Covenantee"), and MS Health Software Corporation, a New Jersey Corporation (herein "MS"), & Michael Sedita, an Individual (herein "Sedita") and Dorothy E. Higgins (herein Higgins) (Sedita and MS are referred to collectively herein as "Consultant" or "Covenantor" and Higgins as "Covenantor").

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