By choosing "yes" I affirm that we are excited about the development of SHC's telepsychiatry service and are looking forward to working with SHCTelepsychiatry. This non-binding agreement shall confirm our intentions to partner with Smart House Calls exclusively to provide telepsychiatry services. While we anticipate that all of the terms and conditions will be fully set forth in a referral contract, we understand our current mutual intentions to be as follows:

1. Description

Provided that your telepsychiatry service is legal and reimbursable in the state of our company's operations and complies substantially with the description and specifications stated in your data sheet with the headline Telepsychiatry Network, our company intends to:

• provide clinicians, such as psychiatrists, nurse practitioners, licensed clinical social workers, psychologists, and/or other behavoral health specialsts who can evaluate, diagnose, and treat mental health problems.

• utilize SHCTelepsych technology for all telepsychiatry evaluations and treatment

Should there be a change to the description and/or specifications, SHCTelepsych will notify us immediately in writing. If the changes result in a product/service not to our satisfaction, we may cancel our agreement.

1. Delivery

We understand that SHCTelepsych is currently working to complete negotiations with patient referral sources and that you expect to get those executed by April 15, 2014. If the delivery date appears to be slipping, you will notify us immediately in writing. If the new date results in delivery not to our satisfaction, we may cancel our agreement.

1. Confidentiality: Public Announcements

We shall maintain the confidentiality of and shall not disclose any of the terms of this agreement (including its existence or the fact that the parties are in negotiations) and any other information related to the other party or its representatives or affiliates except to the extent required by law (provided that any party so required shall provide the other party with the contents of such disclosure as soon as reasonably practicable prior to making such disclosure). It is understood that all press releases or other public communications of any sort relating to this agreement or the transactions contemplated between us, including the methods of release for publication, shall be subject to the approval of each of the parties; provided, however, that the parties shall be entitled to make such disclosures as may be required pursuant to applicable law or the lawful requirements of any governmental agency or by order of a court of competent jurisdiction.

1. Effect of this Agreement

This Agreement is intended merely as a guide in the negotiations and preparation of the Referral Contract on term and conditions satisfactorily to both parties, and nothing contained in this Agreement  shall be construed to preclude other provisions from begin included in the Referral Contract agreement, provided that such other provisions are consistent with the content of this Agreement and otherwise satisfactory to both parties. While we intend to proceed promptly to complete and execute the Referral Contract, it is expressly understood that this is an Agreement only, and no liability or obligation of any nature whatsoever is intended to be created between either of the parties except as set forth in Paragraph 3 (confidentiality).

1. Termination

This Letter of Intent may be terminated at any time, by mutual consent of the parties, and (if) by our company on notice to SHCTelepsych. Upon such termination, this Agreement shall have no force and effect other than under Paragraph 3.