EMPLOYEE AGREEMENT

1.

Incorporation of Recitals; Prior Agreements .

1.1

Recitals . The above recitations are incorporated herein by this reference.

1.2

Prior Agreements . This Agreement supercedes any prior employment agreement entered into between the Company and Executive in its entirety.

2.

Performance of Duties .

2.1

Duties . Executive shall perform such duties as are usually performed by the chief compliance officer of a publicly-traded company similar in size and scope to the Company. Executive shall also perform such other reasonable additional duties as may be prescribed from time to time by the Company’s Board of Directors (the “ Board ”), the Company’s Chief Operating Officer and President or the Company’s Chief Executive Officer, consistent with the expectation of the Company and the Company’s operations and taking into account Executive’s expertise and job responsibilities, including but not limited to adherence to internal compliance policies, regulatory agency rules and regulations and applicable Federal and State laws. Executive shall have the title of Chief Compliance Officer and shall report directly to the Company’s Chief Operating Officer and President (or his designee) and indirectly to the Company’s Chief Executive Officer. Nothing herein shall prohibit or restrict the Company’s Board, Chief Operating Officer and President or Chief Executive Officer from changing the title and job responsibilities of Executive, in its or his discretion, as may be

necessitated by the ongoing conduct of the Company’s Business. Executive shall carefully avoid all personal acts that might in any way, directly or indirectly, harm the reputation of the Company.

2.2

Devotion of Time . Executive agrees to actively and industriously devote his time and attention to the business affairs of the Company to the extent necessary to discharge the responsibilities assigned to him and to use his reasonable best efforts to perform faithfully and efficiently such responsibilities. During the term of this Agreement, Employee shall not render services to or be employed by a party other than the Company unless authorized to do so by the Company.

3.

Term of Employment . This Agreement shall be effective as of the execution hereof and shall continue for an indefinite period of time, subject to the provisions of Section 5 hereto, it being expressly understood and agreed to by the parties that the employment relationship between the Company and Executive shall be “at will.”

4.

Compensation .

4.1

Base Salary . In consideration of Executive’s employment, Company shall pay Executive an annual salary in the amount of One Hundred Forty Thousand Dollars ($140,000), which amount shall be payable in twenty-six (26) biweekly payments according to the Company’s regular payroll distribution schedule, subject to applicable withholding and other taxes. Executive is eligible to receive annual salary adjustments in conformity with the Company’s policies. Should Executive receive payments from an insurer while employed by the Company under the provisions of any short term or long term disability plan provided by the Company for its employees, the Company’s obligation to pay the salary of Executive will be reduced by the amount of such payments.

4.2

Bonus . Executive shall be eligible for a bonus in accordance with the terms of the Company’s Corporate Incentive Plan (as such plan may be amended, modified or terminated by the Board from time to time) in an amount up to 50% of his base salary (the “ Eligible Bonus Percentage ”). Bonuses are not guaranteed.

4.3

Long-Term Equity-Based Incentive Compensation . Executive shall be eligible to receive long-term equity-based incentive compensation in accordance with the terms of the Company’s Corporate Incentive Plan (as such plan may be amended, modified or terminated by the Board from time to time). All long-term equity-based incentive compensation awarded pursuant to this Section 4.3, to the extent they constitute securities, shall be “restricted securities” as that term is defined under the Securities Act of 1933, as amended (the “ Act ”) and the rules and regulations promulgated thereunder. Executive hereby represents that all long-term equity incentive awards pursuant to this Section 4.3 will be acquired for investment purposes and not with a view to any resale, redistributions except in accordance with the Act.

4.4

Professional Organization Membership Fees; Professional Certifications . The Company will reimburse Executive for all out-of-pocket membership fees/dues for professional organizations and annual maintenance fees for professional certifications.

5.

Termination of Employment . Executive’s employment may be terminated at any time in accordance with, and subject to, the following terms and conditions:

5.1

Termination by Company . The Company shall have the right to terminate Executive’s employment, with or without cause, upon notice to Executive, at any time and subject to the sole discretion of the Company.

5.1.1

Termination of Employment for Cause . The Company may terminate Executive’s employment if such termination is for “cause,” which shall specifically include, but shall not be limited to the following occurrences:

a.

A material default or breach by Executive of any of the provisions of this Agreement which breach is detrimental to the Company or the Business;

b.

Actions by Executive constituting fraud, abuse, criminal activity (other than motor vehicle infractions) or embezzlement;

c.

Intentionally furnishing materially false, misleading, or ommissive information to the Company’s Chief Executive Officer, Chief Operating Officer and President, or Chief Financial Officer, or to the Board or any committee thereof (specifically including the Company’s Audit Committee and/or Compliance Committee);

d.

Actions constituting a breach of the confidentiality of the Business and/or trade secrets of the Company;

e.

Violation of the restrictive covenants contained in this Agreement; and

f.

Willful failure to follow reasonable and lawful directives of the Company’s Chief Executive Officer, Chief Operating Officer and President or the Board, which are consistent with Executive’s job responsibilities and performance as defined by the Board or Chief Executive Officer in its or his discretion.

g.

Death of executive, in which case employment shall automatically terminate as of date of death.

h.

Disability of Executive; Executive shall be considered “disabled” if (i) due to physical or mental illness or injury, Executive shall

have been absent from his duties hereunder on a full-time basis for at least twelve (12) consecutive weeks or absent from his duties hereunder on a part-time basis for periods aggregating twelve (12) weeks in any twelve (12) month period and (ii) Executive is determined by a physician designated by the Company to be incapacitated or disabled and a physician designated by Executive concurs in such determination. In the event the two physicians are in disagreement regarding Executive’s condition, they shall seek a third physician designated by both physicians whose determination shall be binding for the purposes of this Agreement. Executive hereby agrees to submit to medical examinations as necessary to make such determinations.

5.1.2

Effect of Termination of Employment for Cause . In the event that the Company terminates the employment of Executive for cause, Executive shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, Executive shall forfeit any unearned salary or other compensation, and the Company shall be relieved of any further obligation under this Agreement. Further, Executive shall forfeit and shall not be entitled to any bonus compensation, the payment date of which would occur after the date of termination for cause. In such event, Executive shall also not be entitled to receive Severance Compensation (as defined in Section 5.3, below). Notwithstanding the foregoing, in the event that Executive is terminated for cause, Executive shall nonetheless remain bound by the provisions of Sections 7 and 8 hereof and shall continue to abide by its restrictions for the duration provided therein.

5.1.3

Effect of Termination of Employment Without Cause or upon a Change In Control .

a.

In the event that the Company terminates the employment of Executive without cause or if Executive’s employment is terminated by the Company or by the acquiring surviving entity upon a Change of Control (as defined below), Executive shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, the Company will discontinue compensation payments (as provided in Section 4 herein) to Executive and shall be relieved of further obligation to Executive under this Agreement, except for the obligation to provide Severance Compensation to Executive pursuant to Section 5.3 below. Executive shall at all times remain bound by the provisions of Sections 7 and 8 hereof and shall continue to abide by its restrictions for the duration provided therein.

b.

For purposes of this Agreement, a “Change in Control” is the acquisition by any person, entity or “group” within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of either the then outstanding shares of the Company’s common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; provided however, purchase by underwriters in a firm commitment public offering of the Company’s securities or any securities purchased for investment only by professional investors shall not constitute a Change of Control.

c.

In the event that Executive’s employment is terminated by the acquiring surviving entity upon a Change of Control, all unvested equity-based compensation (for example, stock options, restricted stock, stock appreciation rights, etc.) previously awarded to Executive under the terms of any employee stock incentive plan adopted by the Company shall immediately vest and shall automatically become exercisable or transferable, as the case may be.

5.2.

Termination of Employment by Executive . Executive may terminate his employment with the Company upon ninety (90) days written notice to the Company. Such notice shall set forth in sufficient detail the reasons underlying said termination. In such event, Executive shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of termination ( i.e. , ninety (90) days following submission of notice) or such earlier time as the Company may elect in its sole discretion; at which time the Company shall be relieved of further obligation to Executive, including the payment of further compensation as outlined in Section 4 herein. In the event that Executive terminates his employment with the Company, the Company may but shall have no obligation to issue Severance Compensation to Executive pursuant to Section 5.3 below. Notwithstanding the foregoing, Executive agrees to remain bound by the provisions of Sections 7 and 8 hereof upon voluntary termination of his employment, and shall continue to abide by its restrictions for the duration provided therein.

5.3

Severance Compensation . In the event that the Company is obligated to (pursuant to Section 5.1 above) or agrees to (pursuant to Section 5.2 above) provide Executive Severance Compensation, Executive hereby agrees that any such agreement or obligation on the part of Company shall be conditioned upon and subject to Executive’s execution of a Severance Agreement addendum to this Agreement (hereinafter referred to as “ Severance Agreement ”), which shall contain all terms and conditions governing Executive’s ongoing entitlement to

receipt thereof, specifically including but not limited to any restrictive covenants contained therein. In such circumstances, Executive shall be entitled to Severance Compensation in an amount equal to (i) Executive’s current monthly salary times (ii) the number of full months that Executive has been employed by the Company, up to a maximum of twelve (12) months, (hereinafter referred to as “ Severance Compensation ”), payable in one lump sum no later than 10 business days after the execution date of the Severance Agreement. Should, for any reason, Executive refuse or fail to timely execute the Severance Agreement as presented by the Company, Executive shall be deemed to have foregone the entirety of Severance Compensation otherwise due or offered to him, and Executive shall not be entitled to any further compensation from Company.

6.

Representations by Executive . Executive hereby represents to the Company that he is physically and mentally capable of performing his duties hereunder and he has no knowledge of present or past physical or mental conditions that would cause him not to be able to perform his duties hereunder. Executive further represents to the Company that he has never been convicted of any criminal offense (other than minor vehicle infractions) or found (either through adjudication or settlement) civilly liable for any violation of any federal or state health care fraud or abuse law. Executive further represents to the Company that he has not been sanctioned, excluded, debarred, suspended, or otherwise prohibited from participation in a federal health care program pursuant to the provisions of 42 U.S.C. Section 1320a et seq . Executive further represents that he is not bound by any agreement that prevents his entering into this Agreement or restricts or limits his abilities to perform his duties hereunder.

7.

Confidentiality and Non-Disclosure of Information .

7.1

Confidentiality . Executive shall not, during his employment with the Company or at any time thereafter, divulge, disclose, communicate, furnish, distribute, or make available or accessible to anyone, without the Company’s prior written consent, any knowledge or information with respect to any confidential or secret aspect or trade secret of the Company or its Business which, if disclosed, may reasonably be expected to have a material adverse effect on the Company or its Business (the “ Confidential Information ”).

7.2

Ownership of Information . Executive recognizes that any and all Confidential Information and copies or reproductions or portions thereof relating to the Company’s operations and activities made or received by Executive in the course of his employment are and shall be the exclusive property of the Company, and Executive holds and uses same as trustee and a fiduciary for the Company and, at all times, subject to the Company’s sole control; and Executive will deliver same to the Company at the termination of his employment, or earlier if so requested by the Company in writing, without retaining copies thereof in any form. All patient and client files and records are the property of the Company, and Executive, upon the termination of his employment, shall not remove from the offices of the Company any patient or client files or records for any reason. All of such

Confidential Information, and/or any portion(s) thereof, which if lost or used by Executive outside the scope of his employment, could cause irreparable and continuing injury to the Company and its Business for which there may not be an adequate remedy at law, and for which the Company is entitled to secure the relief afforded in Section 9, in addition to any other right or remedy available under law, equity, or this Agreement. Accordingly, Executive acknowledges that compliance with the provisions of this Section 7 is necessary to protect the goodwill and other proprietary interests of the Company and is a material condition of employment.

8.

Restrictive Covenants .

8.1

Non-Solicitation/Non-Tamper Covenants . As an inducement to cause the Company to enter into this Agreement, and for all consideration contained herein and afforded hereby, Executive covenants and agrees that during his employment and for a period of twenty-four (24) months after he ceases to be employed by the Company, regardless of the manner or cause of termination:

8.1.1

Solicitation of Business . He will not initiate any contact with, call upon, solicit business from, sell or render services to any Client (as defined below), referral source, or patient of the Company or any affiliate of the Company within the area in which such entities conduct or actively solicit business, a descriptive list of which is included in Schedule A , which is attached hereto and expressly incorporated herein (hereinafter referred to as “ Restricted Areas ”), for or on behalf of himself or any business, firm, proprietorship, corporation, partnership, company, association, entity, or venture engaged in the Business (hereinafter referred to as a “ Competing Business ”), and Executive shall not directly or indirectly aid, assist, or consult with any other person, firm, or organization to do any of the aforesaid acts. For purposes of this Agreement, a “ Client(s) ” is any individual or entity with which the Company has engaged in business or proposed business dealings.

8.1.2

Solicitation of Employees . He will not directly or indirectly, as principal, agent, owner, partner, stockholder, member, officer, director, employee, independent contractor, representative, or consultant of any Competing Business, or in any individual or representative capacity hire or solicit, directly or indirectly, or cause (an)other(s) to hire or solicit, directly or indirectly, the employment of any officer, agent, employee (inclusive of nurses, sales persons, office staff, or corporate personnel) of th