This Indemnification Agreement ("Agreement") is made on October 31, 2008, between United American
Healthcare Corporation, a Michigan corporation ("Corporation"), and Stephanie Dowell ("Officer").
A. Officer is an officer of Corporation and Corporation desires Officer to continue in such capacity. Officer is
willing to continue to serve as an officer of Corporation if Officer receives the protections provided by this
B. Corporation's Bylaws obligate it to indemnify its directors and officers.
C. Corporation has furnished, at its expense, directors and officers liability insurance ("D&O Insurance")
protecting its directors and officers in connection with their performance of services for Corporation.
D. Corporation believes that (1) litigation against corporate directors and officers, regardless of whether
meritorious, is expensive and time-consuming for the director or officer to defend; (2) there is a substantial risk of
a large judgment or settlement in litigation in which a corporate director or officer was neither culpable nor
profited personally to the detriment of the corporation; (3) it is increasingly difficult to attract and keep qualified
directors and officers because of such potential liabilities; (4) it is important for a director or officer to have
assurance that indemnification will be available if the director or officer acts in accordance with reasonable
business standards; and (5) because available D&O Insurance and the indemnification available from
Corporation are not adequate to fully protect Corporation's directors and officers against the problems discussed
above, it is in the best interests of Corporation and its shareholders for Corporation to contractually obligate itself
to indemnify its directors and officers and to set forth the details of the indemnification process.
E. Based upon the conclusions stated in Recital D above, to induce Officer to continue to serve as an officer of