MEMORANDUM OF UNDERSTANDING FOR INDIVIDUAL, JOINT AND CORPORATE MEMBERS

I understand that as an approved member of COMMUNITY FIRST HEALTH CO-OP (hearafter commonly known as CFHC), I am required to abide by the Memorandum and the Rules of Incorporation presently registered and also as might be amended from time to time by the membership. As well, I agree to follow any policies or bylaws that may be established by the membership or the Board of Directors.

I understand that as an approved member of CFHC, I am entitled to one vote at annual general or special membership meetings regardless of the number of paid up shares.

I understand, in the case of a joint membership, the person named first on the application is the person entitled to vote at meeings unless otherwise stipulated in writing.

I understand the membership card for the CFHC must be presented when registering at any meeting of the membership, in order to obtain voting privileges at that meeting.

As a Founding or Corporate member I accept a membership card in the CFHC and a share certificate as sufficient evidence of paid up membership.

As an individual or joint member I accept a membership card in the CFHC as sufficient evidence of paid up membership, with all share certificates remaining in the possession of the CFHC, on the understanding a certificate may be provided upon the request of the applicant at the fee so stipulated by the Board of Directors from time to time.

I understand membership shares are transferrable to another person or corporation. That person or corporation must be approved for membership in accordance with the Rules of the CFHC at the time of transfer, and the original share certificate, with the transfer form on the reverse completed and signed, is returned to the CFHC.

I understand the CFHC may require payment of fees, as determined by the Board from time to time for replacing membership cards or certificates. Also fees for the transfer of membership shares, upon approval of the transferee as per the Rules currently in force at the time of transfer, may be charged.

I, as a member understand the services of the CFHC are available to members and non-members on an equal basis. However non-members are not able to participate in membership meetings of the the CFHC or vote on any resolutions.

I, as a member understand only members are eligible to be a Director of the CFHC. I further understand nominations for election of Directors, close 30 days prior to the date of the meeting at which the election is to take place.

I understand redemption of membership shares will be handled on an equitable basis and any specific request for redemption must be paid out within a six month time limit from date of written request.

I understand it is a requirement of every member to keep the CFHC informed of any changes to be made to the membership registration files, ie: address change, telephone etc.

I understand it is my responsibility to ensure the membership card is used in a responsible way only by myself or my agents.

I understand that the CFHC will not pay any interest or dividends on any membership shares. And, further at the dissolution of the CFHC no guarantee of the return of the par value of membership shares is implied.

Form: CFHC #Memorandum of Understanding for Membership.............02/27/03.