THREE RIVERS PROVIDER NETWORK AGREEMENT WITH

Exhibit 10.7

THREE RIVERS PROVIDER NETWORK

AGREEMENT WITH

______________________________

This Agreement is made this 23rd day of October 2008, by and between Three Rivers Provider Network, Inc., a Nevada Corporation (“TRPN”) and Woodbridge SA Services a Provider Group of health care services.  TRPN contracts with hospitals, physicians, ancillaries and entities hereinafter referred to as “Provider” rendering medical and health care services at pre-determined rates as follow.

1.  Clients.  Covered Services. Contract Rates: TRPN contracts with insurance companies, third party administrators, health plans, individuals and entities hereinafter referred to as “Clients” that directly or indirectly access TRPN contracted providers for covered services.  Covered Services shall include all services that are medically necessary including health, workers’ compensation, automobile and general liability.  The rate used in conjunction with this Agreement will be a * discount off of Provider’s usual charge for covered services, less any applicable co-payments, co-insurance or deductibles.  Clients are obligated to make payment directly to provider only at the contracted rate as payment in full.  Provider shall not balance xxxx the patient upon receipt of payment in full at the contracted rate.  TRPN has no responsibility to make payments on behalf of Clients.  Payments shall be made within thirty (30) calendar days of receipt of clean claim.  Where a state mandated fee schedule exists, provider agrees to accept a * discount below the state schedule.  Payments made and cashed by the provider shall be accepted as payment in full and fulfillment of all terms of the agreement, providing the total payment including the member’s portion is not less than the contracted rate.

2.  Licenses, Standards of Care:  Provider agrees to deliver health care services that meet all legal standards of care complying with applicable Federal, State and Local laws and maintains the standards of NCQA and/or JCAHO.  The provider is delegated by TRPN to carry out and/or assign credentialing responsibilities.  Evidence of such licenses, certificates and standards shall be made available to TRPN upon request.

3.  Term and Termination:  This Agreement shall continue in effect for a period of one (1) years with automatic successive one (1) year terms.  This Agreement may be terminated by either party without cause with a ninety (90) day prior written notice to the other party at the mailing addresses listed under the signatures.  This Agreement may be immediately terminated with cause by TRPN should Provider lose applicable licenses, malpractice coverage, fail to honor the applicable contracted rates pursuant to this Agreement, or if any information provided in Attachment A is illegible, incomplete, or invalid.

4.  Dispute Resolution:  This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada.  Provider agrees to meet and confer in good faith to resolve any disputes that may arise under this Agreement. If a dispute between TRPN and Provider arises out of this Agreement and is not resolved, either party may submit the dispute to arbitration which shall be commenced and conducted in accordance with the Rules of Practice and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) as in effect at the time (“JAMS Rules”).

5.  Attachment A:  All information provided in Attachment A of this Agreement is complete and accurate to the best of Provider’s knowledge and Provider shall immediately notify TRPN of any changes thereto.  Provider agrees to xxxx “N/A” next to any blank that is not applicable to Provider’s business.

6.  Faxed Signatures:  The parties agree that facsimile signatures of authorized representatives of the parties shall legally bind the parties to the terms and conditions of this Agreement as if the signatures were original and shall be considered evidence of a fully executed Agreement.

* Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act.  Confidential portions of this document have been filed separately with the Securities and Exchange Commission.

Page 1

IN WITNESS WHEREOF, the authorized parties hereto have executed this Agreement and intend to be bound thereby.

PROVIDER GROUP NAME (Please Print):		ATTENTION:XXXX XXXXXXXX
		TRPN CONTRACTING COORDINATOR
		THREE RIVERS PROVIDER NETWORK
Signature:  /s/ Xxxxx Xxxx		Signature:
Title:    COO
Date:     10/23/08
		NAME:  Xxxx Xxxxxxx, C.O.O.
		Mailing Address:  0000 Xxxxx Xxxxxx Xxxxx 000
		Xxx Xxxxx, XX 00000    Phone:  (000) 000-0000
		Date:

ATTACHMENT A: PROVIDER INFORMATION

(Please attach a roster of all the provider’s full names, titles, NPI#s, and all locations under the group’s Tax Id#, use Addendum A)

Tax ID:  00-0000000	Practice Name:  Woodbridge SA Services
National Provider Identifier (NPI):	Group / IPA Affiliation:___________
0000000000
(If there is more than one NPI Number, please attach a listing.)
Degree:  LSA, CSA,SA-C, CST/CFA, CRNFA, RN, CNOR	Office Hours:  8-4:30
Specialty :  Surgical Assisting
First Assist	Primary Address:  X.X. Xxx 000000
	Xxxxxx:  _____________________
	Phone:  000-000-0000  Fax:  000-000-0000
	Email:  Xxxxxxxxx@xx.xxx
	Other Practice and/or Billing Address:  Yes □  No □
	If “yes”, attach page with additional information
	Hospital Affiliations (list name, date and type):

Provider agrees to xxxx “N/A” next to any blank that is not applicable to Provider’s business.

Page 2

ADDENDUM A:

MEDICAL STAFF LISTING & FACILITY LOCAITONS

_______________________________

i.   The attached roster of providers and or locations will be participating under this Agreement between Woodbridge SA Services and Three Rivers Provider Network and shall include Tax Indentification Numbers, NPI Numbers, Address(s), Phone and Fax Numbers.

Page 3

Provider List

10/23/2008

Code	Name		Credentials	License Number
Last Name		National Provider Identifier
XX    XXXXX	XXXXX, XXXXXXX	0000000000	CST/CFA	109540
XX    XXXXXX	XXXXXX, XXXXXXX	0000000000	CNOR	030775
XX    XXXXXX	XXXXXX, XXXX	0000000000	LSA	SA00073
JRO1    XXXX	XXXX,  XXXXX	0000000000	SA-C	A05263
SR    XXXXX	XXXXX, XXXXX	0000000000	LSA	SA00090
JR XXXXXXX	XXXXXXX, XXXXX	0000000000	XXX/XXX	XXX00000
XX    XXXXXXXX	XXXXXXXX, XXXXX	0000000000	XXX/XXXX	000000
XXX0    XXXXXXX	XXXXXXX, XXXXX	0000000000	SA-C	08120
PT XXXXXXXX	XXXXXXXX, XXXXXXXX		LSA	SA00156

1

WOODBRIDGE SA SERVICES

  Christus Xxxxx Health System

  000 Xxxxxxxxx Xxxxxx

  Xxxxxx Xxxxxxx XX 00000

  Corpus Christi Medical Center

  0000 Xxxxx Xxxxxxxx

  Xxxxxx Xxxxxxx XX 00000

AMENDMENT TO

AGREEMENT

BETWEEN

THREE RIVERS PROVIDER NETWORK

AND

WOODBRIDGE SA SERVICES, INC.

This AMENDMENT to the Agreement between THREE RIVERS PROVIDER NETWORK (“TRPN”) AND (Tax  Id# 00-0000000), dated 10-23-2008 (“Agreement”), is entered into and made effective as of   05-07-2010.

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises and mutual covenants of the parties, the parties agree that the Agreement is hereby amended as follows:

1.           This Agreement is being amended due to renegotiations of the reimbursement rate in Section 1. and will now reflect the following change in rate:

a) The rate used in conjunction with this Agreement will be * discount off of Provider’s usual charge for covered services, less any applicable co-payments, co-insurance or deductibles.

2.           The remaining terms and conditions of the Agreement shall remain in full force and effect unless so amended pursuant to the terms of the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Provider Service Agreement to be effective as of the Effective Date.

		THREE RIVERS PROVIDER NETWORK
By /s/   Xxxxx X. Xxxx		By /s/   Xxxx Xxxxxxx
Signature		Signature
Name: /s/ Xxxxx X. Xxxx		Name Xxxx Xxxxxxx
Title:  COO		Title Chief Operating Officer
Date   5/7/2010		Date    5/7/2010

* Portions of this document omitted pursuant to an application for an order for confidential treatment pursuant to Rule 24b-2 under the Exchange Act.  Confidential portions of this document have been filed separately with the Securities and Exchange Commission.