NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

• 1. Provision of Services: Upon TT’s request, the Contractor shall provide physical, occupational or speech therapy services (collectively, the “Services”) to patients of health care providers (collectively, the “Health Care Providers” and individually, a “Health Care Provider”) pursuant to the then applicable service contract (whether one or more, the “Service Contract”) between Therapeutic Touch and the health care provider. The Services to be provided by Contractor may include, without limitation, any of the following:

(a) assisting physicians in evaluating patients and developing a plan of treatment or care and performing diagnostic and prognostic tests as appropriate;

(b) rendering Services in accordance with the patient’s plan of treatment or care;

(c) observing the patient’s progress and change in condition and reporting such progress and change to the patient’s physician and to appropriate Therapeutic Touch personnel;

(d) attending staff meetings with other health care personnel of Therapeutic Touch (or health care personnel of Health Care Providers) and working with such personnel to formulate a 2 plan of treatment or care and to decide on the method for carrying out such plan of treatment or care;

(e) attending in-service training sessions and attending case conferences and discharge planning meetings for the purpose of planning and evaluating patient care; and

(f) instructing and advising the patient, the patient’s family and other health care personnel with respect to various in-home treatment programs.

The Contractor shall provide the Services on an as needed basis, subject to the Contractor’s availability. Unless otherwise provided for by Therapeutic Touch in its sole and absolute discretion, Contractor shall furnish all labor, materials, equipment, supervision and insurance required to provide the Services. Contractor is and shall perform the Services in the capacity of an independent contractor of Therapeutic Touch. Nothing contained in this Agreement shall be construed as or imply an employment, joint venture, partnership, or principal and agent relationship between Contractor and Therapeutic Touch, and neither of such parties shall have any right, power or authority to create any obligations, express or implied, on behalf of the other. Therapeutic Touch shall not be responsible for withholding taxes or other amounts with respect to compensation paid by Therapeutic Touch to Contractor, and Contractor shall have no claim against Therapeutic Touch for vacation pay, sick leave, maternity leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

• 2.  Payment and Billing Procedures. Contractor will submit to Therapeutic Touch on a semimonthly basis invoices for the Services provided by Contractor under this Agreement. Each invoice will cover the Services provided by Contractor during the immediately preceding month and should be submitted to the address for Therapeutic Touch set forth on the signature page hereof. The rates and fees charged by Contractor for the Services shall be equal to the per visit rates and fees set forth in the then applicable Service Contract. The amounts set forth on the invoices submitted by Contractor shall be paid by Therapeutic Touch no later than 15 days following the date of Therapeutic Touch receipt of the invoice and the completion of any necessary reconciliation between Therapeutic Touch and Contractor. Submitted invoices shall include the date the Services were provided, a description of the Services provided, and the name and title of the personnel providing the Services. All invoices will be submitted through Therapeutic Touch’s website.

• 3. Term and Termination. This Agreement shall commence on the date first above written and shall continue until terminated as provided herein (such period of time being referred to herein as, the “Term”). Either party to this Agreement may terminate this Agreement at any time by giving the other party 30 days prior written notice of such termination at such party’s address set forth on the signature page hereof. Contractor’s obligations under paragraphs 4, 5(d), 5(e), 6(b) and 8 hereof will survive the termination of this Agreement, which paragraphs will remain in full force and effect notwithstanding such termination. Upon termination of this 3 Agreement, Contractor will not be entitled to any further payments under this Agreement other than for Services rendered up through the date of such termination.

• 4. Warranty and Indemnification. IN PROVIDING THE SERVICES, CONTRACTOR SHALL AT ALL TIMES COMPLY WITH ALL APPLICABLE LAWS, STATUTES, ORDINANCES, RULES, REGULATIONS AND GOVERNMENTAL REQUIREMENTS. CONTRACTOR SHALL INDEMNIFY AND HOLD THERAPEUTIC TOUCH AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, EMPLOYEES AND REPRESENTATIVES HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, RELATED TO OR ARISING OUT OF CONTRACTOR’S PERFORMANCE OF THE SERVICES.

• 5. Access to Records/ Ownership of Intellectual Property/ Assignment of Inventions.

(a) All records prepared or maintained by Contractor with respect to the Services shall be prepared and maintained in compliance with all applicable laws and regulations, including, without limitation, all HIPAA regulations.

(b) Contractor agrees that: (i) all copyrightable, trademarkeable, servicmarkeable and patentable materials or services developed or created by Therapeutic Touch or its employees or contractors prior to the date of this Agreement; and (ii) all copyrights, trademarks, servicemarks and patents now owned or hereafter acquired by Therapeutic Touch and all application, registration, renewal and extension rights of Therapeutic Touch therein, are and shall remain the property of Therapeutic Touch and Contractor shall have no rights therein.

(c) Contractor agrees to promptly disclose to Therapeutic Touch any and all ideas, discoveries, inventions, computer programs, developments, original works of authorship, program, software and systems documentation, trade secrets, and technical know-how that are conceived devised, invented, developed or reduced to practice or tangible medium by Contractor, or under Contractor’s direction or jointly with others during the Term of this Agreement, whether or not during normal working hours, which relate, indirectly or directly, to the Businesses and arise out of or result from the Contractor’s engagement under this Agreement or any prior engagement of the Contractor by Therapeutic Touch (collectively, the “Inventions”). Contractor hereby assigns to Therapeutic Touch all of Contractor’s right, title and interest to the Inventions and any and all related patent, trademark or servicemark rights or copyrights and all application, registration, renewal and extension rights therefor.

(d) During and after Contractor’s engagement hereunder, Contractor shall cooperate with Therapeutic Touch in obtaining proprietary protection for the Inventions and shall execute all documents which Therapeutic Touch shall reasonably request in order to perfect Therapeutic Touch’s rights in the Inventions. Contractor hereby appoints Therapeutic Touch as Contractor’s attorney for purposes of executing and delivering any such documents on Contractor’s behalf in 4 the event Contractor should fail or refuse to do so within a reasonable period following Therapeutic Touch’s request. Contractor understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which limits the assignability to Therapeutic Touch’s of certain independent contractor inventions, this Agreement shall be interpreted not to apply to any such invention which a court rules or Therapeutic Touch agrees is subject to such limitation.

(e) Contractor acknowledges that all original works of authorship made by Contractor within the scope of Contractor’s engagement hereunder that can be protected by copyright are intended to be “works made for hire” under the copyright laws of the United States (and other applicable jurisdictions, if any) and shall be the property of Therapeutic Touch, and Therapeutic Touch shall be the sole author within the meaning of such laws. If the copyright to any such copyrightable work shall not be the property of Therapeutic Touch by operation of law, Contractor will, without further consideration, assign to Therapeutic Touch all of Contractor’s right, title and interest in such copyrightable work and will cooperate with Therapeutic Touch and its designees to secure, maintain and defend for Therapeutic Touch’s benefit copyrights and any extensions and renewals thereof on any and all such work. Contractor hereby waives all claims to moral rights in any Inventions.

(f) Contractor represents that Exhibit A attached hereto contains a complete list of all inventions made, conceived or first reduced to practice by Contractor, under Contractor’s direction or jointly with others prior to Contractor’s engagement with Therapeutic Touch’s (whether one or more, the “Prior Inventions”) and which are not assigned to Therapeutic Touch hereunder. If there is no such Exhibit A attached or if there is nothing listed on it, Contractor represents that there are no such Prior Inventions.

• 6. Confidential Information.

(a) Contractor acknowledges that in his performance of the Services Contractor may be granted access to materials and information, whether or not reduced to writing, of a proprietary and confidential nature (collectively, “Confidential Information”). By way of illustration, not limitation, Confidential Information to which Contractor may be provided access during the Term includes: (i) business relationships and financial information regarding the Businesses or Therapeutic Touch; (ii) inventions, trade secrets, technical information, technical specifications, documents, computer programs, plans, drawings, software (in source code and binary code) and know-how of Therapeutic Touch; (iii) research and development activities of Therapeutic Touch; (iv) marketing, product and business plans of Therapeutic Touch; (v) customer and supplier information and information disclosed to Therapeutic Touch or Contractor by third parties of a proprietary or confidential nature or under an obligation of confidence; (vi) intellectual property (both registered and unregistered) and intellectual property rights, including, without limitation, those referenced in paragraph 5(b) hereof, owned or claimed by Therapeutic Touch or for which Therapeutic Touch has made application for; and (vii) the Inventions.

(b) Contractor acknowledges that all Confidential Information, whether or not reduced to writing and whether or not labeled or identified as confidential or proprietary, shall remain the exclusive property of Therapeutic Touch or the third party providing such information to the Contractor or Therapeutic Touch. Contractor shall not use, publish, or otherwise disclose any Confidential Information to any party, except as may be authorized in writing by the President of Therapeutic Touch. Contractor agrees not to use or disclose any Confidential Information for the benefit of Contractor or for the benefit of any other person or business entity. Contractor shall use its best efforts to protect the confidentiality of the Confidential Information in Contractor’s possession. Upon the termination of this Agreement, Contractor shall immediately return to Therapeutic Touch any and all materials containing any Confidential Information then in the Contractor’s possession or control.

(c) Confidential Information shall not include information which: (i) is or becomes generally known within Therapeutic Touch’s industry through no fault of Contractor; or (ii) is required to be disclosed by a governmental authority or by order of a court of competent jurisdiction provided that such disclosure is subject to all applicable governmental or judicial protections available for like material and reasonable advance notice is give to Therapeutic Touch.

• 7. Non-Discrimination. The parties hereto agree that in the performance of this Agreement the parties will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, sex, age, religion, national origin, or disability in any manner prohibited by federal or state laws.

• 8. Non-Interference/Non-Solicitation. Ancillary and incident to this Agreement, the Confidential Information to which the Contractor will be provided access and the Contractor’s provision of the Services, Contractor covenants and agrees with Therapeutic as follows:

(a) Contractor will not:

(i) During the Term and for a period of 24 months following the termination of this Agreement, persuade or attempt to persuade any customer, client or supplier of Therapeutic Touch not to do business with Therapeutic Touch, or to do business with another person, firm or company which competes with Therapeutic Touch in the Businesses; or

(ii) During the Term and for a period of 24 months following the termination of this Agreement, whether on Contractor’s own behalf or behalf of any other person, firm or company, solicit encourage or entice away (or attempt to do so) any officer, director or employee of Therapeutic Touch.

Notwithstanding the provisions of this paragraph 8, but subject to all of the other terms and conditions set forth in this Agreement, Contractor may, without being in breach of this 6 Agreement, at any time be engaged by Therapeutic Touch as an independent contractor or employed by Therapeutic Touch.

(b) Contractor warrants, represents, acknowledges and agrees that the provisions hereof are narrowly tailored and are reasonable in order to protect the continuation of the Businesses and Therapeutic Touch’s customer base and goodwill both as to the duration of time and any geographic limitation herein provided, and that compliance with the provisions hereof will not be unduly burdensome on Contractor or deprive Contractor of his or her livelihood. Contractor represents that prior to executing and delivering this Agreement, Contractor has reviewed the provisions of this Agreement with Contractor’s attorney or has had the opportunity to review the provisions of this Agreement with Contractor’s attorney and has voluntarily elected not to do so.

(c) Contractor acknowledges and agrees that in the event of a breach of this Agreement by Contractor the damages associated therewith will be difficult, if not impossible, to ascertain, and accordingly that Therapeutic Touch shall have the right to injunctive or such other equitable relief as available under applicable law. The existence of this right shall not limit or preclude any other rights or remedies at law or in equity that are available to Therapeutic Touch.

• 9. Representations, Warranties and Covenants of Contractor. Contractor represents, warrants and covenants to Therapeutic Touch that:

(a) Contractor has all requisite power and authority to execute and deliver this Agreement and to perform the Services.

(b) This Agreement has been duly and validly executed and delivered by Contractor, constitutes the legal, valid and binding obligation of Contractor, and is enforceable against Contractor in accordance with its terms.

(c) Contractor is qualified and licensed by the State of Texas to practice as a physical, occupational or speech therapist or therapist assistant (under the supervision of a licensed therapist), as the case may be, and will maintain such license throughout the Term. If at any time during the Term the Contractor’s license to practice as a therapist or therapist assistant, as the case may be, expires or is revoked or is suspended for any period of time, Contractor shall immediately provide notice thereof to Therapeutic Touch. If at any time during the Term the Contractor fails for any reason to maintain the Contractor’s license or the Contractor’s license is suspended for any period of time, Therapeutic Touch may immediately terminate this Agreement.

(d) Contractor will at all times observe and comply with the rules, regulations, and policies of Therapeutic Touch and the rules, regulations, and policies of all Health Care Providers. If at any time Therapeutic Touch learns of the Contractor’s failure to observe and comply with the rules, regulations or policies of Therapeutic Touch or any Health Care Provider 7 or a Health Care Provider for any reason prohibits Contractor from providing the Services to the Health Care Provider’s patients, Therapeutic Touch may immediately terminate this Agreement.

(e) Contractor shall at all times keep and maintain in its possession evidence of the Contractor’s therapist license or therapist assistant license, as the case may be, and applicable insurance and copies of all medical records, the Contractor’s CPR certification and all materials required by Medicare, JACO or CARF, all of which evidence and materials shall be supplied to DTS upon request.

(f) Contractor is responsible for all actions and treatment Contractor provides or administers to patients. Contractor retains the right to refuse the acceptance of any patient referred by Therapeutic Touch or any Health Care Provider; however, upon providing Services to a patient Contractor shall be deemed to have accepted full responsibility for the patient for the duration of the patient’s treatment. Subject to the rules, regulations and policies of the Health Care Provider and the plan of treatment or care established by the patient’s physician, dentist or the referral agency that referred the patient, the Contractor shall have the right and responsibility to exercise direction and control over the implementation of the Services provided by Contractor.

(g) Notwithstanding anything in this Agreement to the contrary, the Contractor will not provide any Services to any patient unless such Services are provided in response to and in accordance with a plan of treatment or care established by the patient’s physician, dentist or the referral agency that referred the patient, provided such referral agency is properly licensed under the Physical Therapy Practice Act, the Occupational Therapy Practice Act, or other applicable state or federal statute or law. Any changes in a patient’s plan of treatment or care insofar as such changes relate to the Services to be provided by the Contractor must be: (i) made by the patient’s physician, dentist or in accordance with the applicable Therapy Practices Act or other applicable state or federal statute or law; (ii) coordinated with appropriate consultation personnel of DTS; and (iii) in written form and signed by the Contractor and incorporated into the patient’s clinical record per the applicable Health Care Provider’s policies and procedures.

(h) Contractor shall maintain records and reports regarding the Services provided in accordance with the policies of Therapeutic Touch, including progress reports and observations. Therapeutic Touch shall make available all records and information applicable to each patient as may be necessary to Contractor’s responsibilities hereunder. Contractor (unless Contractor is a therapy assistant) shall perform a patient evaluation initially at the time of the first visit or treatment and a re-evaluation will be performed at such times and intervals as Contractor deems necessary and appropriate. Contractor will provide a discharge summary each time a patient is discharged.

(i) Contractor covenants that Therapeutic Touch will have no liability to Contractor or any other party for damages or injuries arising out of the Contractor’s use of Contractor’s personal automobile in the performance of or ancillary to the performance of the Services. CONTRACTOR SHALL INDEMNIFY AND HOLD THERAPEUTIC TOUCH AND ITS 8 OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, EMPLOYEES AND REPRESENTATIVES HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, RELATED TO OR ARISING OUT OF CONTRACTOR’S USE OF CONTRACTOR’S PERSONAL AUTOMOBILE IN THE PERFORMANCE OF OR ANCILLARY TO THE PERFORMANCE OF THE SERVICES.

• 10. Attorneys’ Fees and Costs of Legal Action. If any party hereto shall determine it necessary to institute legal or alternative dispute resolution action against any other party for construction or enforcement of the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such action.

• 11. Presumption Against Scrivener. Each party waives the presumption that this Agreement is presumed to be in favor of the party which did not prepare it, in case of a dispute as to interpretation.

• 12. Further Assurances. Contractor agrees to execute, acknowledge and deliver, as appropriate, such other and further instruments, documents and assurances as Therapeutic Touch may reasonably require to effectuate the purpose and intent of this Agreement.

• 13. Expenses. Each of the parties hereto shall bear such party’s own attorneys' fees and other expenses incurred in connection with the negotiation and preparation of this Agreement.

• 14. Waiver of Compliance. Any failure of Contractor to comply with any obligation, covenant, agreement or condition contained herein may be expressly waived in writing, by the President of Therapeutic Touch; provided, however, any such waiver or failure to insist upon strict compliance shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Contractor may submit a written request for a waiver to the President of Therapeutic Touch, in which event the Therapeutic Touch will provide a written response to such request for waiver to Contractor within 30 days of Therapeutic Touch’s receipt of such request.

• 15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of TT and any other person, association or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the TT by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. Contractor’s rights and obligations under this Agreement are personal and such rights, benefits and obligations of Contractor shall not be voluntarily or involuntarily assigned, alienated or transferred, whether by operation of law or otherwise, without the prior written consent of the President of TT

• 16. Notice. Any notice or other communication in connection with this Agreement shall be in writing and shall be sent by U.S. certified mail, return receipt requested, postage 9 prepaid, by nationally recognized overnight courier guarantee next day delivery, by telecopy or facsimile transmission, or by personal delivery, properly addressed to the parties’ respective addresses (or facsimile number) set forth on the signature page of this Agreement. All notices shall be deemed given three business days following deposit in the U.S. mail with respect to certified or registered letters, one business day following deposit if delivered to an overnight courier guaranteeing next day delivery and on the same day if sent by personal delivery or by telecopy or facsimile transmission (with proof of transmission). Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified.

• 17. Governing Law. This Agreement, and the legal relations among the parties hereto arising from this Agreement, shall be governed by and construed in accordance with the laws of the State of Texas.

• 18. Entire Agreement. This Agreement (including any other instruments, if any, referred to herein and all Exhibits hereto) constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and may be modified, supplemented or amended only by writing duly executed and delivered by all of the parties hereto.

• 19. Headings. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

• 20. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

• 21. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future law, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically, as part of this Agreement, a provision as similar in terms and substance to such illegal, invalid or unenforceable provision as may be possible and legal, valid and enforceable.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and date first above written.