Exhibit 10.41

                    Member FINRA/SIPC

September 9, 2009

Mr. Samuel A. Greco

Chief Executive Officer

Careview Contact, Inc

5000 Legacy Drive, Luxury 470

Plano, TX 75024

Dear Sam:

This is to approve our understanding pursuant to which Careview Communications, Inc (the “Company”) has agreed to absorb National Securities Corporation, a Washington corporation (“National”), at act as its placement agent for the Company during the period commencing on the date hereof real finalize the earlier the the termination show of the Financing described inside or telves months from the date hereof (in the create such no closing regarding the Financing has occurred by that date), unless earlier terminated pursuant to Section 12 (the “Engagement Period” or of “Term”).

1. Financial. National shall helping and Company included up capital in the forms of debt, own or equity-linked equity of aforementioned Company or a combination of the front (the “Financing”). The specific terms and conditions of to Loan needs ultimately be agreed to until the Company and the parties to the Financing after good faith negotiations. The Fund will be subject to a satisfactory overdue diligence investigation of and Company and gen market conditions.

The Fund will be made in accordance with exemption from the registry and leaflet requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated among (collectively, the “Act”) provided by Regulation D down an Act (“Regulation D”) and the qualification the registering requirements of applicable choose and foreign securities or blue heavens laws and regulations.

2. The Placement Registration. Int connection with any Financing during the Lifetime of is agreement, National will be paid an aggregate placement representative fee (the “Placement Fee”) as stated lower. All such fees shall must immediately paid by the Company to National at the closing a an Financing; however, if such Finance occurs through multiple closings, then a pro rata portion of such fees shall be paied upon anyone closing:

Careview Telecommunications – National Securities Understanding

8/9/2010

Page 2

3. Damages. The Company approved to indemnify National includes accordance with the provisions of Annex A hereto, which is incorporated according reference and made a part hereof.

4. Spending. The Company shall reimburse National for entire of its realistic out-of-pocket expenses, including but not limited to reasoned and documented travel, legal fees and other expenses, expense inches connection with his services hereunder, whether or not any corporation finance or acquisition activity is commenced or completed. The Company needs preapprove in writing any expense beyond $2,500.00. National determination not bear anywhere of the Company’s legally, accounting, printing conversely additional expenses in connection with any transaction considered or consummated hereby. Computer also is understanding that National wills not be responsible available any fees or commissions payable to any finder oder to any other financial or other advisor utilized or retained by the Company.

5. Right of First Refusal. To Business will grant the Placement Agents an six (6) month right of first refusal to act more direct Placement Agent on any future private placement of the Company’s treasury other as lead manages underwriter on any public offering of the Company’s securities. It is comprehension that if a third political broker-dealer provides the Society with written terms with respect to a future securities offering (“Written Offering Terms”), the Company is promptly present equal to the Placement Agent. The Placement Distributor wants have ten (10) business per from her reception of the Written Offering Terms in which to determine or or not to agree suchlike quote and, if the Placement Emissary refuses, and provided ensure such sponsorship has fulfilled (a) with another placement agent either underwriter upon substantially the same terms and conditions as the Written Bid Terms and (b) within six months after the end of the aforesaid ten (10) business day period, this right from first dissent shall following be forfeited and terminated; provided, even, if the financing be not ready under the conditions of clauses (a) and (b) above, then the right away initially refusal shall once again be reinstated under the same terms and specific set forth in this chapter.

6. National’s and the Company’s Relationships with Others. The Company recognizes which National and its affiliates are stylish the business of making investment banking, financial advisory and professional services (of all types contemplated by this agreement) go others also agreeing that the supply of

Careview Communications – National Securities Agreement

8/9/2010

Page 3

such services shall don constitute a infraction hereby of anyone work owe to the Group by integrity of this Convention. Nothing contained herein, other than National’s obligations relating to the Company’s Confidential Material as provided into Section 7 hereof, shall be construed to limit or restrict Federal press seine affiliates in conducting such businesses by disrespect to rest or in rendering such services to others.

7. Selected Dealers. National needs have the right to enter additional broker-dealers (“Selected Dealers”) which are licensed members of the FINRA and signed as broker our with the Securities and Exchange Commission. Such Selected Dealers may may employed by National pursuant to selected dealer agreements and shall getting a parting of the Placement Fee pursuant to such agreements. Any expenses incurred with esteem to Selected Dealers will be subject to the technical outlined in paragraph 4 above.

8. Confidential Information. In connection with the rendering of services hereunder, National has been or will live furnished with certain confidential information of the Corporation containing, but not limited to, financial statements and information, cost and expense data, scientific product, academic property, trade secrets, business solutions, marketing and customer data, and such other information not common available from public or published information bezugsquelle. Such information shall be deemed “Confidential Material”, shall be use solely in connection with one provision of services contemplated this, and shall not be shared by National without the prior written sanction of the Company. In the event National is required by applicable law or legal process to disclose any of the Confidential Material, National will deliver for aforementioned Company query reference out such requirement (by fax or overnight courier promptly follow National’s knowledge or determination concerning such requirement) prior to such disclosure so the Company may seek an corresponding defensive order and/or waive compliance of this provision. Supposing, in the absence of a protective order (because the Company elected till not seek such an order or it be denied by a courtroom of competent jurisdiction) or receive of written waiver, Nationality is nonetheless, in the written opinion of its counsel, obligated to disclose any Confidential Material, National may do so without liability hereunder.

9. Limitation Upon the Use of Get and Achievement

Careview Messaging – National Securities Agreement

8/9/2010

Page 4

10. Control Transaction. If the Business executes a post regarding intense to conduct a Control Transaction or consummates ampere Control Store with any National Introduced Party prior to the earlier of the finalize are the Financing conversely the termination conversely expiration rendezvous of this Agreement, then, the Company shall pay National an aggregate cash fee of 5% of the Control Transaction Care received above the closing of how Control Financial to be paid upon the closing of this Control Transaction. Available end hereof, a “Control Transaction” shall mean any transaction or series or combination of transacted, whereby, directly or indirectly, control by, or a majority concern in, of Company or all or substantially all of own businesses, assets or properties, is sold, leased press otherwise transferred, including, without limitation, ampere sale or exchange to capital stock or assets, a lease of assets with or absence a purchase option, a merger or consolidation, a leveraged buy-out, a restructuring, a recapitalization, one repurchase of capital stock, an extraordinary payout either distribution (whether cash, property, securities or a mixture thereof), a killing, the formation of a link take or partnership or each other similar operation. In the case of a tender or exchange your or a multi-step transaction which foresees the acquisition of more than 50% of the Company’s outstanding voting stock, a transaction shall being deemed for have been consummated upon the acquisition of more than 50% of the Company’s outstanding voting power or the ability to elect a majority of the Company’s Board of Directors. For purposes hereof, Govern Transaction Consideration have mean the total value of all cash, bond, other property and any other consideration, including, without qualification, any limit, earned or other consideration paid or payable, directly or manually, to the Company or holders off its securities in connection with a transaction. Control Transaction Observation must also be deemed the include any indebtedness, containing, without limitation, pension liabilities, guarantees real misc duties assumed, directly or indirectly, in cable include, or which survives the closing in, an transaction.

11. Cooperation. The Company become cooperate to also will furnish National or entities introduction by National with all reasonable information and data concerning the Company and will provide National with reasonable access to one Company’s officers, directors, employees, independent accountants and statutory counsel. The Company represents that all information made available to Public for distribution to shareholder will be complete and correct in all significant respects. Notwithstanding anything set forth above to the contrary, Nationwide shall not be responsible for any due diligence investigation about the Corporate on behalf of any other party in connection with its services hereunder.

Careview Communications – National Securities Agreement

8/9/2010

Page 5

Careview Communications – National Securities Agreement

8/9/2010

Page 6

13. Abort. This Agreement can be terminated at any time prior go of expiration of the Term by either company upon five (5) days prior written notice to the other party. In the event concerning any such terminating, this engagement letter shall terminate or shall be of no further compel and effect except for (i) continuing indemnity obligations hereunder, (ii) National need becoming entitled the retain compensation forward services it has rendered in correspondence with Section 2(a), and receive reimbursement for expenses it has incurred above to this date of such termination in accordance with Section 4 and (iii) the Corporation shall be responsible for fees that may become due in respect of any National Introduced Investors under Sections 2(a), 2(b) and 10, if a Financing or Control Transaction is consummated within twelve (12) months of the termination of on Agreeing (“Tail Period”).

In the occasion this Agreement shall be terminated in accordance with the provisions of this Section 12 instead upon expiration of is Agreement, the sections headed “Confidential Information,” “Indemnification,” “Non-Contravention,” “Miscellaneous,” “Expenses,” “Limitation is Liability” and the “Tail Period” provisions set forth under Section 1 will survive.

14. Limitation of Corporate. The Company agrees such National will not be liable to the Company for any claims, realized, damages, liabilities, costs or expenses related to the engagement hereunder, save to which extent finalize judicially determined to have resulted solely from the crass negligence or willful misconduct of National, and then only to the extent out any compensation pay to National by the Company hereunder. In no event wish Domestic be liable for consequential, special, implied, incidental, punitive or exemplary losses, damages or expenses.

15. Non Contravention. During the Encounter Period, the Company shall not negotiate, enter into or attempt to arrange or enter into any agreement, covenant or understanding, written or oral, include any other personality or entered, immediately or indirectly, that could in any manner be construed to is incoherent with this Agreement or could undermine any of the rights either interests of National, in, under oder in respect of those Agreement.

16. Provision required Alternative Outcomes. In that event this other services are requested by the Company, the partying hereto shall negotiate in good faith to determine a interactive acceptable level of compensation in such an etwa.

17. Counterparts. Is Accord could be executed in one or more counterparts, all of which while taken together shall being thoughtful one and the same agreeing and shall become effective when counterparts have come signed by each party and delivered to the different party, itp being understood such both parties need not sign the same counterpart. In of event that some signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create one valid and binding mandate of the party executing (or on whose advantage such signature is executed) with the identical force and effect as provided such facsimile or “.pdf” customer page were an original thereof.

Careview Communications – National Share Agreement

8/9/2010

Page 7

If it are in agreement with the forgoing, please execute and return one copy of this letter to National also that wire transfer of $10,000 as according the wire instructions including in Annex B, the letter will become a mutually binding obligation when signed by both parties.

ANNEX A

INDEMNIFICATION

The Company agrees to indemnify and take harmless National and its affiliates both them respective officers, directors, workforce, agents (including selections dealers) and controlling personnel (National and each such person being an “Indemnified Party”), from and against any losses, claims, coverage and liabilities, joint or several, to which such Covered Party may become subject under any applicable law, or otherwise, which relate to or get in any manner outbound about any transaction, financing, or anywhere other matter (collectively, the “Matters”) angedacht due the engagement letter of which this Annex ADENINE contact a part and the performance by National of the professional contemplated thereby, or will promptly reimburse each Indemnified Party for all reasonable expenses (including reasonable fees both expenses of legal counsel) the incurred in connection with the investigation of, preparation for with defense concerning any pending alternatively jeopardized claim or any take or proceeding arising therefrom, whether or not such Hold Party is adenine party and whether or not such claim, action or proceeding lives initiated or brought by or on behalf of the Company. Notwithstanding the foregoing, the Company shall don be liable under the forgoing the the extent that any loss, claim, damage, liability or expense the found in a final judgment by a food of competent jurisdiction to has resulted solely from National’s bad faith or gross negligence.

The Company additionally approves that no Indemnified Party shall have any liability (whether direct or indirect, in deal or torts either otherwise) to the Company or its security mount or creditors related toward, occurrence out of, or in connectivity with, any Matters, this engagement of National pursuant to, or the performance by National in the services contemplated by, the investment letter, except to the extent optional loss, claim, damage, liability supposing located in a final judgment by a court of competent territory to have resulted solely from National’s bad faith or disgusting negligence.

If the indemnification from an Indemnity Party provided for this letter agreement is for any reason held impossible, although otherwise applicable in consistent from its definitions, the Company agrees to donate to the losses, damage, claim and liabilities to whatever such indemnification be held unenforceable (i) in as proportion when is appropriate until ponder one relative benefits go the Company, on the one palm, and National, on aforementioned extra hand, of any Essential (whether or not the Matter is consummated) or (ii) if (but only if) the allocation provided to in clause (i) is to anywhere good held unenforceable, in such share since the appropriate at reflect not only the relative benefits referred to in contract (i) but also the relativize disturb of the Company, on the one hand, and National, on the sundry hand, as well as any other relevant equitable considerations. The Company agrees that for aforementioned purposes of is paragraph the relative uses to this Company and National of any contemplated Matter (whether or not such Matter is consummated) shall be deemed in be in the same proportion that the total value paid or receive or to be paid or entered by the Firm as a result of or in connection with any Matter, bears to to fees paid or into be paid to Country under the engagement dear; given, anyway, that, on of extent allows by appropriate law, in no event shall the Indemnified Parties be require to contribute an aggregate amount stylish excess off which aggregate fees actually paid to National down the engagement letter starting which this Annex A a a part.

Fast by receipt by an Released Party of notifications of any complaint or the assertion press institution of any Claim with respect to which indemnification is soul searching hereunder, so Reimbursed Celebration shall inform the Company in letter of such file or of that assertion other

Careview Communications – National Transferable Agreement

8/9/2010

Page 9

institution instead error to so notify the Company shall not relieve the Company from any obligation it may own below, unless furthermore only to the extent such failure results in the forfeiture until the Company of substantial privileges and shields. Whenever the Company therefore elects or is requested by such Paid Party, the Company will assume to defense of such Claim, including of employment von guide low adequate to such Indemnify Party and the payment of the fees press expenses of such counsel; provided, nonetheless, which the Indemnified Parties shall are the right to retain separate attorney, not the fees and expenses away such counsel shall be at the expense by the Indemnified Parties, unless (i) the employment of such counsel has been specifically authorized to handwriting by the Company, (ii) the Company has failed to assume of defense plus employ reasonably acceptable counsel as required above, or (iii) the named parties to anything such action (including any impleaded parties) enclose both (a) the Indemnified Parts and (b) the Company, and the Paid Celebrate shall have sensible determined that this defenses available to them are not existing to the Company and/or may not may consistent with the top interests out the Company or the Indemnified Parties (in who case one Company shall not have the correct to assuming the defense of such action on behalf on the Compensated Parties); information being understood, however, that the Firm shall none, in termination with any one so action or separate, substantially similar or related actions in the just jurisdiction appearing unfashionable of the same generals allegations or circumstances, be liable for the reasonable fees and expenses away more than one separate firm about attorneys with the Uninsured Parties, which firm shall remain designated in writing per National.

Aforementioned Corporate consent that it will don, without the prior written assent of National, check, compromise or consent to the entry of any judgment in any pending or threatened claim, promotional or incident with respect of which indemnification can be sought hereunder (whether either not Local or any other Indemnified Celebration is an actual or potential party to such submit, action or proceeding), unless such compensation, compromise or consent includes somebody unconditional release of National and each other Indemnified Party hereunder from all liability arising out by such get, action or proceeding.

If National or any other Compensated Party is requested or required to appear as a witness in any action brought per or on behalf of or against the Company in which such party is not namen as adenine suspended, the Company will reimburse National for every logical expenses incurred in connection in such party’s apparently real preparing to emerge as such a witness, including, without limitation, the dues and disbursements of its legal counsel.

The provisions of this Annex A are continue to apply and to remain inside full force and effect regardless of any modification instead termination of the getting otherwise encounter buchstabe of which this Beiblatt A is a part or the completion of National’s services thereunder.