Please list three professional references.

Upon termination of this Agreement, or whenever requested by Compassionate Healthcare Nursing Services Inc, Independent Contractor shall immediately deliver to Compassionate Healthcare Nursing Services Inc. any Confidential Material and all other property in Independent Contractor's possession, or under his/her care and control, belonging to Compassionate Healthcare Nursing Services Inc. Legal Compliance and Adherence to CHNS Policies and Procedures. Independent Contractor is required to treat all Compassionate Healthcare Nursing Services Inc. employees, patients, clients, business partners and other affiliates responsibly and with respect. Independent Contractor agrees to adhere to all Compassionate Healthcare Nursing Services Inc.' policies and procedures. Independent Contractor is required to comply with all laws governing his/her profession, licensing requirements and any other laws or regulations that are necessary in connection with Independent Contractor's provision of services hereunder. In accordance with the foregoing, Independent Contractor hereby agrees to (i) keep current his/her nursing or CAN license, CPR certification, and PPD or chest X-ray and (ii) refrain from providing more than sixteen (16) hours of service to any Compassionate Healthcare Nursing Services Inc. patient or client or to any other person(s) within a twenty-four (24) hour period. Failure to comply with the foregoing shall result in temporary or permanent removal from any and all current and/or future assignments, at the sole discretion of Compassionate Healthcare Nursing Services Inc. Malpractice Insurance. Independent Contractor is required to have and maintain malpractice insurance reasonably acceptable to Compassionate Healthcare Nursing Services. If Independent Contractor does not have such insurance prior to commencement of an assignment with Compassionate Healthcare Nursing Services, Independent Contractor hereby authorizes Compassionate Healthcare Nursing Services Inc. to submit the application attached hereto as Attachment A (completed and executed by Independent Contractor in connection with, and pursuement to, the terms of this Agreement) on behalf of Independent Contractor and obtain the corresponding malpractice insurance policy on Independent Contractor's behalf. Independent Contractor acknowledges and agrees that the cost of such policy shall be deducted from the initial payment to Independent Contractor for services rendered hereunder immediately following Compassionate Healthcare Nursing Services Inc. obtainment of such insurance policy on behalf of independent Contractor. Indemnification. Independent Contractor shall defend, indemnify and hold harmless Compassionate Healthcare Nursing Services Inc. from any and all damages, expenses or liability resulting from, or arising out of, any negligence or misconduct on the part of Independent Contractor, or from any breach or default of this Agreement which is caused or occasioned by the acts or omissions of Independent Contractor. Compensation. Independent Contractor shall be entitled to compensation for the services provided hereunder strictly for his/her hours worked at the rate of

Term and Termination. The term of this Agreement shall commence on the date this Agreement is executed by both parties as set forth below and shall remain in effect until Independent Contractor ceases (for any reason) to provide the services contemplated hereunder. Notwithstanding the foregoing, this Section 13 and Sections 2, 3, 4, 5, 6, 7, 8, 11, 14, 16, and 17 shall survive the termination or expiration of this Agreement. Attorneys' Fees. In the event any litigation, arbitration, mediation or other proceeding (collectively, "Proceeding") is initiated by any party against the other party to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in connection with this Agreement, the prevailing party in such Proceeding shall be entitled to recover from the unsuccessful party all costs, expenses and actual attorneys' fees relating to or arising out of (i)such proceeding, whether or not such proceeding proceeds to judgement, and (ii) any post-judgement or post-award proceeding, including, without limitation, one to enforce any judgement or award resulting from any such Proceeding. Modification and Wavier. Any modification of this Agreement shall be effective only if it is in writing and executed by both parties. Any wavier of a default under this Agreement must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. A consent o9r approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act. Representation and Prior Understandings. Each party acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement between the parties with respect to the subject matter hereof, is intended as a final expression of the agreement of the parties with respect to the terms included in this Agreement, and supersedes all negotiations, stipulations, understandings, agreements, representation and warranties, if any, which precede or accompany the execution of this Agreement.

Miscellaneous Each party has reviewed and had the opportunity to revise this Agreement. Each party has had the opportunity to have legal counsel review this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. This Agreement is to be construed pursuant to the laws of the state of Maryland without reference to the conflicts of laws principles thereof. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Independent Contractor hereby acknowledges that he/she has received a signed copy of this Agreement.

I CERTIFY THAT THE FACTS CONTAINED IN THIS APPLICATION ARE THE TRUE AND COMPLETE TO THE BEST OF MY KNOWLEDGE AND I UNDERSTAND THAT IF EMPLOYEED, ANY FALSEIFIED STATEMENTS ON THIS APPLICATION SHALL BE GROUNDS FOR TERMINATION.

I AUTHORIZE AN INVESTIGATION OF ALL THE STATEMENTS OBTAINED HEREIN AND THE REFERENCE LIST ABOVE

Executives employment with the Company is "at-will." This means Executive may resign at any time for any reason. Likewise, the Company may terminate Executives employment with the Company at any time and for any reason, without notice. Any change to the at-will employment relationship must made be by a specific, written agreement signed by Executive and the Company's Compensation Committee. The Employee shall not be required to mitigate damages or the amount of any payment provided under this Agreement by obtaining other employment or otherwise after the termination of employment hereunder, and any amounts earned by the Employee, whether from self- employment or other employment shall not reduce the amount of any Severance Pay or CIC Severance Pay, as the case may be, called for Initial herein