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ADDENDUM This Addendum supplements and modifies the Service Agreement("Agreement") between EmpRes Healthcare Management, LLC ("EmpRes") as agent for the entities identified in Exhibit A of the Agreement (each a "Center") and Prima Waste Management, Inc. ("Contractor')executed on the same date as this Addendum. In the event of any conflicts between the terms and conditions of Agreement and this Addendum, the terms and conditions of this Addendum below shall control. The parties, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, agree as provided above and as follows: 1. Party in Interest. Notwithstanding anything in the Agreement to the contrary, it is understood the contract is between the above-mentioned parties. Neither EmpRes nor any of the individual Centers will be liable for any breaches of contract under this Agreement by the other Centers. No joint and several liability will attach under this Agreement. 2. Termination. This Agreement may be terminated by either party with or without cause upon 30 days written notice. 3. Additional/Removal of Center Parties. Additional Centers may be added to this Agreement upon the mutual agreement of EmpRes and Contractor. Centers may be removed from this Agreement upon 30 days written notice by EmpRes or the subject Center without additional damages, liability or recourse. Notwithstanding the above, upon such a removal, all amounts owed by the Center under this agreement for services previously provided by Contractor under this Agreement will be immediately due and payable. 4. Compliance With Laws. Contractor agrees to comply with all applicable laws and regulations associated with Contractor's performance of Contractor's duties and obligations under this agreement including but not limited to: (a) the False Claims Act, 31 U.S.C. §§ 3729-3733, (b)the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. §§ 3801-3812, (c) The Anti-kickback Statute, 42 U.S.C. 13 -7b(b), (d) Stark Laws, 42 U.S.C. § 1395 et al. and (f) all applicable state law variants thereof. 5. HIPAA Non-Disclosure. Contractor will comply with the confidentiality and non-disclosure policy and procedures of the Center, including those State and Federal Laws and Regulations goveming the use and disclosure of individually identifiable health information under federal law, specifically 45 CFR parts 160 and 164 Health Insurance Portability and Accountability Act ("HIPAA"). The parties acknowledge and agree that, from time to time, certain laws, including but not limited to HIPAA, may require modification to this Agreement for compliance purposes. The parties further acknowledge and agree to comply with requests by either party related to HIPAA compliance. 6. Fraud and Abuse. Contractor represents and warrants that neither Contractor nor any of Contractor's employees, directors, owners, agents or contractors providing services under this Agreement have been sanctioned under any applicable state of federal fraud statutes nor have ever been excluded from participation in any federally funded health care program, including but not limited to Medicare and/or Medicaid programs nor have ever been listed on the Office of the Inspector General and Government Services Administration exclusion list. Contractor agrees to regularly verify such status of itself and its employees and immediately disclose any actual or threatened federal, state or local investigations or imposed sanctions ADDENDUM Page 1 of 2