INDEMNIFICATION AGREEMENT

                           INDEMNIFICATION AGREEMENT

     THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into this February ___, 2009 between DIALYSIS CORPORATION OF AMERICA, a
Florida corporation (the "Company," which term includes all of its
subsidiaries or affiliated companies), and ______________________
("Indemnitee").

                                WITNESSETH THAT:

     WHEREAS, the Company and Indemnitee recognize that, directors, officers,
and other persons in service to corporations or business enterprises are
being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself, the result of
which being highly competent persons have become reluctant to join, and if
already employed or affiliated, to continue to serve corporations as
directors, officers, or in other capacities unless they are provided with
adequate protection against inordinate risks of claims and actions against
them arising out of their service to and activities on behalf of the
corporation;

     WHEREAS, the Company and Indemnitee recognize the consistently
increasing costs of liability insurance as well as the general reductions or
exceptions in the coverage of such insurance;

     WHEREAS, the uncertainties relating to such insurance and to
indemnification can increase the difficulty of attracting and retaining such
persons;

     WHEREAS, the Board of Directors of the Company (the "Board") has
determined that any resulting difficulty in attracting and retaining such
persons is detrimental to the best interests of the Company and its
stockholders and that the Company should act to assure such persons that
there will be increased certainty of such protection in the future;

     WHEREAS, although the certificate of incorporation and bylaws, as
amended (the "Charter Documents") of the Company require indemnification of
the persons serving the Company pursuant to the Florida Business Corporation
Act ("FBCA"), the bylaws and the FBCA expressly provide that the
indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and
members of the Board, officers and other persons with respect to
indemnification; as a result the Company believes that it is reasonable,
prudent and necessary for the Company contractually to obligate itself to
indemnify, and to advance expenses on behalf of, such persons to the fullest
extent permitted by applicable law so that they will serve or continue to
serve the Company free from undue concern that they will not be so
indemnified;

     WHEREAS, this Agreement is a supplement to and in furtherance of the
Company's Charter Documents and any resolutions adopted pursuant thereto, and
shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder;

     WHEREAS, Indemnitee does not regard the protection available under the
Company's Charter Documents adequate in the present circumstances, and is not
willing to serve or continue

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to serve as an officer or director of the Company or other Enterprise (as
defined below) without adequate protection, and the Company desires
Indemnitee to serve and continue to serve in such capacity(ies); and

     WHEREAS, Indemnitee is willing to serve, continue to serve and to take
on additional service for or on behalf of the Company on the condition that
Indemnitee be so indemnified.

     NOW, THEREFORE, in consideration of Indemnitee's agreement to serve or
continue to serve the Company in his or her designated capacity from and
after the date hereof and in consideration of the covenants contained herein,
the Company and the Indemnitee agree as follows:

1. Definitions. For purposes of this Agreement:
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     (a) "Change in Control" shall mean any one of the following events to
occur after the date of this Agreement:

         (i) Acquisition of Stock by Third Party.  Any Person (as defined
below) or Persons acting as a group that is or becomes the Beneficial Owner
(as defined below), directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined voting power
of the Company's then outstanding securities;

         (ii) Change in Board of Directors.  During any period of two (2)
consecutive years (not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction
described in subsections (i),(iii) or (iv)) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
least a majority of the members of the Board;

         (iii) Corporate Transactions.  The effective date of a merger or
consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company,
which are outstanding immediately prior to such merger or consolidation,
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the surviving entity
outstanding immediately after such merger or consolidation and with the power
to elect at least a majority of the board of directors or other governing
body of such surviving entity;

         (iv) Liquidation.  The approval by the stockholders of the Company
of a complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets; and

         (v) Other Events.  There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange

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Act (as defined below), whether or not the Company is then subject to such
reporting requirement.

     (b) "Beneficial Owner" shall have the meaning given to such term in Rule
13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall
exclude any Person otherwise becoming a Beneficial Owner by reason of the
stockholders of the Company approving a merger of the Company with another
entity.

     (c) "Corporate Status" describes the status of a person who is or was a
director, officer, employee or agent of the Company or is or was a director,
officer, employee or agent of any other Enterprise (as defined below).

     (d) "Disinterested Director" means a director of the Company who is not
and was not a party to the Proceeding (as defined below) in respect of which
indemnification is sought by Indemnitee.

     (e) "Enterprise" shall mean the Company and any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the
Company as a director, officer, employee or agent.

     (f) "Evaluation Date" shall mean, as to any Indemnification Request (as
defined in Section 9(a)), the date that is forty-five (45) calendar days
after the date of receipt by the Company of such Indemnification Request
provided, however, that such 45-day period may be extended for a reasonable
time, not to exceed an additional thirty (30) days, if the person(s) making
such determination with respect to entitlement to indemnification in good
faith requires such additional time to obtain or evaluate documentation
and/or information relating thereto.

     (g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (h) "Expenses" shall include all reasonable attorneys' fees, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, participating, or being or preparing to
be a witness in a Proceeding, or responding to, or objecting to, a request to
provide discovery in any Proceeding.  Expenses also shall include Expenses
incurred in connection with any appeal resulting from any Proceeding and any
federal, state, local or foreign taxes imposed on the Indemnitee as a result
of the actual or deemed receipt of any payments under this Agreement,
including without limitation the premium, security for, and other costs
relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent.  Expenses, however, shall not include amounts paid in settlement
by Indemnitee or the amount of judgments, penalties or fines against
Indemnitee.

     (i) "Independent Counsel" means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is,
nor in the past five years has been, retained to represent:  (i) the Company
or Indemnitee in any matter material to either such party (other than with
respect to other indemnitees under similar indemnification agreements), or
(ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder.  Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person

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who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or
Indemnitee in an action to determine Indemnitee's rights under this
Agreement.  The Company agrees to pay the reasonable fees and expenses of the
Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of
or relating to this Agreement or its engagement pursuant hereto.

     (j) "Person" shall mean any individual, corporation, company, general or
limited partnership, limited liability company, joint venture, trust, or
other entity; provided, however, Person shall exclude (i) the Company, (ii)
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, and (iii) any corporation, partnership, joint venture,
trust, employment benefit plan or other enterprise owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

     (k) "Proceeding" includes any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought by or in the right of the Company or otherwise
and whether civil, criminal, administrative or investigative, in which
Indemnitee was, is or will be involved as a party or otherwise, by reason of
Indemnitee's Corporate Status, by reason of any action taken by Indemnitee or
of any inaction on Indemnitee's part during Indemnitee's Corporate Status, or
by reason of Indemnitee's Corporate Status serving  another Enterprise; in
each case whether or not Indemnitee is acting or serving in any such capacity
at the time any liability or Expense is incurred for which indemnification,
including advancement of Expenses can be provided under this Agreement.

     (l) "Statute" means Section 607.0850 of the FBCA or any successor
provisions(s) thereto.

2. Services to the Company. Indemnitee will serve or continue to serve in
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Indemnitee's capacity as a(n) _________________ [insert Indemnitee's
Corporate Status] of the Company for so long as Indemnitee is duly elected,
appointed or otherwise has an agreement to so serve or until Indemnitee
tenders Indemnitee's resignation, Indemnitee's term of service or agreement
expires, or Indemnitee is otherwise terminated by the Company.

3. Indemnification of Indemnitee.  The Company hereby agrees to hold harmless
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and indemnify Indemnitee and, as part of such indemnification advance
Expenses to Indemnitee, as provided in this Agreement and to the fullest
extent permitted by applicable law in effect on the date hereof, and as such
may be amended from time to time.  In furtherance of the foregoing
indemnification, and without limiting the generality thereof:

     (a) Third-Party Proceedings.  Indemnitee shall be entitled to the rights
of indemnification provided in this Section 3(a) if, by reason of
Indemnitee's Corporate Status, the Indemnitee was or is, or is threatened to
be made, a party to or participant in any Proceeding other than as provided
in Section 3(b).  Pursuant to this Section 3(a), Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred, as well as
any judgments, penalties, fines (including an excise tax assessed with
respect to any employee benefit plan) and amounts paid in settlement which
were incurred by Indemnitee, or on Indemnitee's behalf, in

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connection with such Proceeding or any matter therein, or appeal thereof, if
the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Company or
other Enterprise, and with respect to any criminal Proceeding, had no
reasonable cause to believe the Indemnitee's conduct was unlawful.

     (b) Derivative Proceedings. 

         (i) Indemnitee shall be entitled to the rights of indemnification
provided in this Section 3(b) if, by reason of Indemnitee's Corporate Status,
the Indemnitee was or is, or is threatened to be made, a party to or
participant in any Proceeding brought by or in the right of the Company to
procure a judgment in its favor.  Pursuant to this Section 3(b), Indemnitee
shall be indemnified against all Expenses and, subject to the provisions of
subparagraph (ii) below, amounts paid in settlement not exceeding, in the
judgment of the Board, the estimated Expense of litigating the Proceeding to
conclusion, actually and reasonably incurred by the Indemnitee, or on the
Indemnitee's behalf, in connection with the defense or settlement of such
Proceeding or any matter therein or appeal thereof.  The indemnification
provided for hereby shall be authorized if the Indemnitee acted in good faith
and in a manner the Indemnitee reasonably believed to be in, or not opposed
to, the best interests of the Company.  If applicable law so provides, no
indemnification under this Section 3(b) shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged to be
liable unless, and only to the extent that the court in which the Proceeding
was brought, or any other court of competent jurisdiction, shall determine
upon application by Indemnitee that, despite the adjudication of liability
but in view of all the circumstances of the case, the Indemnitee is fairly
and reasonably entitled to indemnification.

         (ii) Indemnification for amounts paid in settlement of the
Proceeding noted in paragraph (i) above shall not exceed, in the judgment of
the Board, the estimated Expense of litigating the Proceeding to conclusion;
provided however that to the extent that Indemnitee is not satisfied with the
amount estimated by the Board, Indemnitee may retain, at Indemnitee's own
expense, an independent consultant/agent to assess and provide an amount of
the estimated Expense of litigating the Proceeding to conclusion.  Indemnitee
shall present such independent analyses to the Board and to the extent of any
discrepancy in the amounts estimated between the Board and the Indemnitee,
and further to the extent that the Indemnitee and Board cannot resolve the
differences between them, the parties agree to submit the matter to binding
arbitration or mediation in accordance with the Commercial Arbitration Rules
of the American Arbitration Association in or about the county of Cumberland,
Pennsylvania.  The costs associated with any arbitration or mediation shall
be borne entirely by the Company.

         (iii) To the extent indemnification is not provided to Indemnitee
under this Section 3(b) because Indemnitee was adjudged to be liable, and
applicable law does not otherwise provide for indemnification, and provided
further that the court in which the Proceeding was brought, or any other
court of competent jurisdiction, has not made any prior determination that
indemnification is available, Indemnitee may apply to the court in which the
Proceeding was brought, or to any other court of competent jurisdiction, for
a determination that notwithstanding the adjudication of Indemnitee as liable
in the Proceeding, Indemnitee is entitled to indemnification in view of the
circumstances of the Proceeding. To the extent that Indemnitee is successful
in obtaining a finding by the court that Indemnitee is entitled to
indemnification irrespective of the adjudication of liability, the Company
hereby agrees to reimburse Indemnitee

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for all reasonable Expenses of Indemnitee incurred by Indemnitee in
connection with such application for indemnification.  The Company further
agrees to stay any claim or demand for return of any advanced Expenses to
Indemnitee in connection with the Proceeding during the pendency of
Indemnitee's application to the court for indemnification per this paragraph
(iii).  A finding by the court in such case that Indemnitee is entitled to
retain any advanced Expenses per this Agreement shall be considered as a
determination by such court that Indemnitee was entitled to indemnification
irrespective of an adjudication of liability and in such case the Company
shall be responsible for reimbursing Indemnitee for the Expense of such
application.

     (c) Indemnitee Wholly or Partly Successful on the Merits. 
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is, by reason of Indemnitee's Corporate Status, a party to and is
successful on the merits or otherwise, in defense of any Proceeding referred
to in Section 3(a) or (b) above, Indemnitee shall be indemnified to the
maximum extent permitted by law, as such may be amended from time to time,
against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful on the merits or otherwise as
to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection with each successfully resolved claim, issue or matter.  The
Company acknowledges that a settlement or other disposition of a Proceeding
referred to in Sections 3(a) or (b) above short of final judgment, including,
without limitation, dismissal of the Proceeding or a claim, issue or matter
therein as against Indemnitee, with or without prejudice, may be deemed an
otherwise successful defense of such Proceeding or claim, issue or matter
therein.  In the event that any Proceeding referred to in Sections 3(a) or
(b) above to which Indemnitee is a party, or any claim, issue or matter
therein, is resolved in any manner other than by adverse judgment against
Indemnitee, it shall be presumed that Indemnitee has been successful on the
merits or otherwise in such Proceeding or the particular claim, issue or
matter therein.  Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion by clear and convincing
evidence.

4. Termination of Proceeding Non-conclusive. The termination of any
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Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Company or, with respect to any
criminal Proceeding, that Indemnitee had reasonable cause to believe that
Indemnitee's conduct was unlawful.

5. No Employment Rights.  Nothing contained in this Agreement is intended to
   --------------------
create in Indemnitee any right to continued employment or to continue in the
position of Indemnitee's Corporate Status.

6. Additional Indemnification.  Notwithstanding any other provision of this
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Agreement, the Company hereby agrees to indemnify the Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is
not specifically authorized by the other provisions of this Agreement, the
Company's Charter Documents or by statute.  In the event of any change,

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after the date of this Agreement, in any applicable law, statute or rule
which expands the right of a Florida corporation, partnership, joint venture,
trust, employment benefit plan or other enterprise to indemnify a member of
its board of directors, board of trustees, or similar board, an officer, an
employee or an agent, such changes shall be, in and of itself, within the
purview of the Indemnitee's rights and the Company's obligations under this
Agreement.  In the event of any change in any applicable law, statute or rule
which narrows the right of a Florida corporation, partnership, joint venture,
trust, employment benefit plan or other enterprise to indemnify a member of
its board of directors, board of trust