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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

405 State Highway 121, Suite B-240, Lewisville, TX 75067

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 972-943-6050

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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EXPLANATORY NOTE

CareView Communications, Inc. is filing this General Form for Registration of Securities on Form 10 (the “Registration Statement”) to register its common stock, par value $.001 per share (the “Common Stock”), pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Once this Registration Statement is deemed effective by the Securities and Exchange Commission (the “Commission”), CareView Communications, Inc. will be subject to the requirements of Section 13(a) under the Exchange Act, which will require it to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and it will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

The principal place of business of CareView Communications, Inc. is 405 State Highway 121, Suite B-240, Lewisville, TX 75067. Our telephone number is (972) 943-6050.

FORWARD LOOKING STATEMENTS

There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Although management believes that the assumptions underlying the forward-looking statements included in this Registration Statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data, and other information, and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Registration Statement will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

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Historical Overview

CareView Communications, Inc. was incorporated in the State of California in July 1997 under the name Purpose, Inc., changing its name to Ecogate, Inc. in April 1999. In October 2007, the Company changed its name to CareView Communications, Inc. and in November 2007, the Company changed its state of incorporation to Nevada. (See Articles of Incorporation and amendments thereto, Exhibits 3.0 through 3.11 inclusive, filed herewith and incorporated herein by reference.)

From inception through September 28, 2007, the principal business of the Company was the development of a computer-controlled system as a value added component to industrial ventilation systems (dust/fume/mist) to improve energy efficiency (the “Ecogate System”). The Ecogate System allows dust collection systems to run more efficiently with an electricity savings of 50-80% over other systems. The Ecogate System can be used anywhere that industrial ventilation is a necessary part of production, such as automobile manufacturing, metal working, woodworking, dental labs, pharmaceutical factories and food processing plants. Ecogate, Inc. shipped orders for over 2,000 small and medium-sized systems and more than 110 large industrial systems with installations in the U.S., Canada, Australia, and the European Union. The Ecogate System has been used by Boeing Corporation, U.S. Army, Ethan Allen, and Sauder Woodworking (the largest producer of ready-to-assemble furniture in the world). Ecogate, Inc. has registered trade names and patents covering their systems in the U.S. with patents pending in the European Union and China.

In conjunction with the acquisition of CareView Communications, Inc., as outlined in the following paragraph, all of the assets and liabilities of Ecogate, Inc. were transferred to a Nevada corporation where the business of Ecogate, Inc. continues as a private company.

On September 28, 2007, Ecogate, Inc. entered into a Securities Exchange Agreement (the “CareView Acquisition Agreement”) with CareView Communications, Inc., a Texas corporation (“CareView-TX”), and the shareholders of CareView-TX, whereby Ecogate, Inc. acquired 100% of the issued and outstanding shares of common stock of CareView-TX in exchange for the issuance of an aggregate of 87,684,910 shares of Ecogate, Inc. (the “CareView Acquisition”). Accordingly, CareView-TX became a wholly owned subsidiary of Ecogate, Inc. and the business of CareView-TX became the Company’s sole operating business and focus. (See Securities Exchange Agreement, Exhibit 2.0 , filed herewith and incorporated herein by reference.)

Subsequently, Ecogate, Inc. changed its name to CareView Communications, Inc. (the “Company”).

The Company developed a suite of products and hardware to help connect patients, families and health care providers through one easy-to-install and simple-to-use system (the “CareView System™”). The Company’s proprietary, high-speed data network system may be deployed throughout a healthcare facility using the facility’s existing cable television infrastructure. Installation of the CareView System™ requires minimal Internet technology (“IT”) interfaces, little or no rewiring, and no capital expenditure by the facility, and it provides the facility with recurring revenue and infrastructure for future applications. Real-time bedside and point-of-care video monitoring and recording improve efficiency while limiting liability, and entertainment packages and patient education enhance the patient’s quality of stay. CareView is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally.

On November 16, 2009, the Company entered into a joint venture relationship with Rockwell Holdings I, LLC, a Wisconsin limited liability company (“Rockwell”), wherein the Company and Rockwell formed CareView-Hillcrest, LLC and CareView-Saline, LLC, both Texas limited liability companies (the “LLCs”). Under the terms of a Master Investment Agreement, the Company and Rockwell each own 50% of the LLCs with Rockwell providing the financing and the Company providing the technology and expertise to fully

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implement the CareView System™ in Hillcrest Medical Center in Tulsa, Oklahoma and Saline Memorial Hospital in Benton, Arkansas. (See Business of Issuer, Joint Venture with Rockwell Holdings beginning at page 19 herein and Exhibits 10.44 through 10.53 inclusive, filed herewith and incorporated herein by reference.)

Throughout this Registration Statement, the terms “we,” “us,” “our,” “CareView,” or “our Company” refers to CareView Communications, Inc., a Nevada corporation, and unless otherwise specified, includes its wholly owned subsidiaries, CareView-TX and CareView Operations, LLC (or the “Company’s subsidiaries”), and its LLCs, CareView-Hillcrest, LLC and CareView-Saline, LLC, in which it has a controlling interest

Overview of Healthcare Industry Issues and CareView’s Response

The healthcare market targeted by CareView may be considered the nation’s largest single industry. The Centers for Medicare and Medicaid Services (“CMS”) f/k/a the Health Care Financing Administration, estimated that the U.S. is projected to spend over $2.7 trillion on health care in 2011, or $8,160 per U.S. resident, and is projected to account for 17.6% of the U.S. gross domestic product (“GDP”). In contrast, in 1970, U.S. health care spending was about $75 billion, or $356 per resident, and accounted for only 7.2% of GDP. On average, health care spending has risen almost 2.4 percentage points faster than GDP since 1970. CMS projects that by 2018, health care spending will be over $4.3 trillion, or $13,100 per resident, and will account for 20.3% of GDP.

While demand for quality healthcare services continues to grow, efforts to stem rising costs have subjected the present healthcare environment to pressures from managed care organizations, cutbacks in federal funding and shrinking budgets, primarily due to a longer living senior population, higher ticket technology advances, and the aging of the Baby Boomer generation. As there has not been a commensurate increase in federal funding programs (a payment reduction of 2.9% to hospitals in 2011) or payments from third parties to support such growth, the pressures of cost containment are expected to continue. CareView believes that strategies to enhance quality and safety, improve efficiency, and provide greater patient satisfaction will meet the growing demand of a more educated, demanding patient.

Recently, the American Hospital Association (“AHA”) reported that hospitals are facing unprecedented challenges; all which impact the cost of health care, including:

Workforce Shortages

According to the American Association of Colleges of Nursing, there is and has been a nationwide shortage of nurses in U.S. hospitals and the vacancy rates of registered nurses (“RNs”), licensed practical nurses (“LPNs”) and nursing assistants stands at nearly ten percent (10%). Current estimates suggest that the nursing shortage is projected to grow to 260,000 RNs by 2025. A shortage of this magnitude would be twice as large as any nursing shortage experienced in the U.S. since the mid-1960s. Because RNs over the age of fifty (50) will soon be the largest age group in the nursing workforce, their retirement over the next decade will lead to a projected shortfall developing by 2018.

In July 2009, NSI Nursing Solutions, Inc. (“NSI”), the industry leader in high volume recruitment for American experienced nurses and allied health professionals, invited hospitals all across the country to participate in the nation’s most comprehensive survey on healthcare and RN turnover, hospital retention

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programs and their strategic development. NSI recently presented its first annual National Healthcare and RN Retention Report compiled from information obtained from hospitals in 35 states. Regarding the turnover rate for RNs, the study found that:

The study found that the national average of RN turnover rate is over 14%, with hospitals averaging slightly over 10%. The first year turnover for RNs was over 27%.

In July 2005, The U.S. Bureau of Labor Statistics estimated that jobs for direct-care workers in long-term care settings will grow by about 800,000 by 2010, or roughly 45%, while more than one million new and replacement nurses will be needed across the entire medical field by 2012. Findings showed nearly 96,000 vacant nursing positions in long-term care facilities and a staff turnover rate that exceeded 50% (of which more than 28% was comprised of RNs and LPNs). The report found that the nursing shortage is costing long-term care facilities over $4 billion per year in recruitment and training expenses. The nationwide nursing shortage has also been affecting nursing schools, which are struggling against a lack of space, adequate numbers in faculty, and enough financial resources to produce enough nurses to address the growing shortage. Other experts think the growing nursing shortage is degrading standards of long-term care and blame the lack of quality care on understaffing. Recruiting new direct-care workers remains a challenge for nursing home facilities due to working conditions and competition from hospitals that are offering annual nursing salaries in excess of $60,000, signing bonuses, educational loan forgiveness programs and other benefits.

While CareView cannot directly affect the hiring and retention of nursing staff in hospitals and nursing homes, CareView’s management believes that the implementation of the CareView System™ in healthcare facilities will lead to a higher level of job satisfaction among nursing staffs which may lead to a decrease in the rate of RN and LPN turnover, thereby creating quality and continuity of care for patients.

Continued Increases in Professional Liability Insurance Premiums

As reported by the American Hospital Association, there has been a dramatic increase in hospital professional liability premiums in the last few years with 44% of hospitals reporting an increase of 50% or more. These huge increases are severely affecting access to services as hospitals are either cutting back on services or eliminating some programs altogether. For the average 200-bed hospital, professional liability costs are in excess of $1 million annually.

Although research does not support the idea that a rise in professional liability insurance premiums directly correlates to an increase in liability claims, CareView believes that when the CareView System™ is fully implemented and used by a healthcare facility, there will be a significant reduction in the number of liability lawsuits, primarily due to the continuous monitoring of patients and the care they receive. As the CareView System™ is deployed to an increasing number of healthcare facilities, evidence will indicate that healthcare facilities using the CareView System™ are able to better manage and/or decrease the number of liability lawsuits, and associated costs and damages, which may also be reflected in a decrease in the premiums paid for their liability coverage.

Improving Quality of Care and Patient Safety

Hospitals are investing in a variety of initiatives to improve the quality of care and patient safety, including implementing electronic medical records (“EMRs”) and decision support systems, bar coding technology, and creating systems to report and analyze medical errors. The Leapfrog Group, a coalition of large employers looking to improve quality through performance measurement and public reporting, estimates that more than one million medication errors occur in hospitals each year.

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The CareView System™ provides real-time bedside and point-of-care video monitoring and recording to improve efficiency while limiting liability. CareView’s management believes that the effective implementation of the CareView System™ in hospitals will lead to improved quality of care and patient safety, fewer “Never Events” ¹ and greater accountability.

Need for Additional Technology Investments

Most hospitals do not have the IT infrastructure and wireless connectivity to implement bar coded medication management, computer-based practitioner order entry or EMRs. The implementation of these systems may make a significant improvement in many of the challenges facing hospitals and nursing homes. Hospitals and nursing homes have been reluctant to invest in new digital technologies because the payoff is unclear and most institutions have constrained capital budgets.

As the CareView System™ requires minimal IT interfaces, little or no rewiring, and no capital expenditure by the healthcare facility, the implementation of this technological advancement will be viewed as a readily attainable and easy to use tool for providing quality care. In addition, the CareView System™ provides each facility with recurring revenue from value-added services to the patient and the infrastructure needed for future technology applications.

Increased Regulatory Burden

Hospitals are one of the most highly regulated sectors of the economy. This burden has increased in recent years due to the additional government mandates such as the Health Insurance Portability Accountability Act of 1996 (“HIPPA”), The Affordable Care Act, additional billing requirements, and additional disclosure reporting and compliance programs.

The HIPPA-compliant CareView System™ provides hospitals with an effective system for managing patient care and adhering to required compliance demands and disclosure reporting.

Reimbursement Issues

Reimbursement for health care services has been the most significant risk factor for the healthcare industry since the advent of the Medicare program in 1968. Trends show that whenever the federal government reduces reimbursement rates, state-run programs and private insurance companies quickly follow suit. The low increase in reimbursement rates, and decreases in some years, have not allowed hospitals to keep up with the rising costs of nursing, professional liability insurance, emerging technologies and regulatory compliance.

In 2007, the CMS implemented regulations that hospitals will not be reimbursed for any services resulting from errors or mistakes caused by the hospital (“Never Events”). Since that announcement, many managed care companies have announced the same policy. The process of identifying mistakes, proving and documenting where the blame lies, and presenting the findings will be yet another challenge for the hospital industry. Of the twenty-eight (28) events currently categorized as Never Events, eight (8) have since been

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identified as events that will no longer be reimbursed. It is anticipated that the list of non-reimbursed events will eventually increase to include all 28 Never Events. Currently, the Company addresses three of the eight non-reimbursed Never Events through its CareView System™ and the Company will be addressing a fourth Never Event in early 2011.

Currently, there are over 5,000 acute care hospitals, nearly 1,000 sub-acute care hospitals, hundreds of specialty hospitals and over 16,000 nursing homes in the U.S. alone. In many cases, hospitals are adding more beds and expanding its outpatient service capabilities to meet anticipated need due to projected population growth. There is no evidence to suggest that the hospital and nursing home market will shrink any time in the foreseeable future. Within this growing segment of the economy, the challenges presented here will be faced by each healthcare facility.

The CareView System™ effectively provides accurate documentation of bedside care, thereby reducing mistakes and decreasing reimbursement issues due to medical errors.

Hospital Monitoring

Monitoring patients in healthcare facilities is not a new concept. Currently, hospitals, nursing homes, and adult living centers monitor blood pressure, pulse, cardiac activity and other vital signs and conditions. Monitoring is generally provided through graphic readouts and reports. There are very few hospitals or nursing homes that use video monitoring to observe patients in their rooms or in ancillary departments, thus requiring nurses to physically move from the nursing station into a patient’s room to make visual contact with the patient.

The CareView System™ implements a new, high-speed digital network throughout the healthcare facility by using the facility’s existing cable infrastructure combined with CareView’s Digital Control Server and Room Control Platform. The CareView System™ can also be deployed using Cat-5, fiber or 802.11 wireless technologies. The CareView System™ is deployed in phases beginning with the Primary Package that includes SecureView™, NurseView™, PhysicianView™ and Virtual Bed Rails™. The Primary Package can be completely installed without ever touching the hospital’s management information system and with minimum involvement of the IT department. (See Primary Package beginning at page 11 herein .)

Fall Prevention and Patient Monitoring

Fall reduction has become a major focus of all healthcare facilities, including those catering to permanent residents. Significant resources are invested in fall management programs to assess the risk of falls and factors associated with significant injuries. The intention of these efforts and studies is to improve patient care by providing adequate monitoring programs that correspond to the perceived patient risk and injury. However, it is simply impossible to know for sure which patient will fall, when and how they will fall, and the severity of the injury that may result from any fall.

Falls are a common cause of morbidity and are the leading cause of both nonfatal injuries and trauma-related hospitalizations in the U.S. Every year, falls in hospitals consistently make up the largest single category of adverse reported incidents, and nearly half of all residents in nursing homes fall each year, with many sustaining debilitating fractures. The Department of Health and Human Services, Centers for Disease Control and Prevention (“CDC”) estimates that the average cost for the medical treatment of an injury from a single fall is almost $20,000, which includes fees for hospital, nursing home, emergency room and home health costs, but not physician services. As reported on its website, the CDC estimates that total direct cost of all fall injuries for people 65 and older exceeded $19 billion in the year 2000. As the population ages, the CDC expects this amount to increase to as much as $54.9 billion by 2020.

Statistics show that falls are the leading cause of injury deaths among people age 65 and older. The morbidity, mortality and financial burden attributed to patient falls in hospitals and other healthcare settings are

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among the most serious risk management issues facing the healthcare industry. Bed falls have received an extensive amount of scrutiny due to the patient’s high expectation of safety and the disproportional potential for severe injury to the patient over other types of falls. Bed falls can account for up to half of all falls in a healthcare facility. Healthcare facilities traditionally rely on in-room patient monitoring to supplement interventions and reduce the instances of patient falls. This costly method is causing healthcare facilities to investigate new alternatives to increase patient safety while decreasing monitoring staff.

CareView has addressed this problem with an advanced, unique new technology that will greatly enhance fall prevention efforts in healthcare settings. Virtual Bed Rails™ is a non-invasive tool that can monitor numerous patients at once, with no electrode or ancillary devices needed on or around the patient. This system allows the nursing staff to quickly and easily activate motion-sensitive borders around the bed by hand-drawing the rails directly onto the touch-screen monitor. Once activated, the system will provide a warning alert when a patient may be in danger of a fall. Virtual Bed Rails™ gives nursing staff an invaluable tool that will greatly expedite reaction time to potentially adverse situations. (See Virtual Bed Rails™ beginning at page 12 herein.)

Issuers Involved in Bankruptcy Proceedings During the Past Five Years

Our Company has not been involved in any bankruptcy, receivership or any similar proceeding, and, except as set forth herein, we have not had or been party to any material reclassifications, mergers or consolidations during the previous five (5) years.

Voluntary Filing of Registration Statement

We are voluntarily filing this Registration Statement so that we may become a “reporting issuer” under the Exchange Act and have our common stock publicly quoted on the OTC Bulletin Board of the Financial Industry Regulatory Authority (“FINRA”). We cannot ensure that we will be successful in obtaining quotations of our common stock on the OTC Bulletin Board. Presently, FINRA requires companies seeking quotations on the OTC Bulletin Board to be reporting issuers and management believes that being a reporting issuer will facilitate our ability to obtain public quotations for our common stock.

Business of Issuer

At no time since inception has the Company been a shell company as defined by Securities Act Rule 405. The Company’s current primary SIC code is 7373 – computer integrated system design.

CareView offers a unique system that connects patients, families and healthcare providers. Our mission is to be the leading provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, archiving and patient care documentation systems. Through the use of telecommunications technology and the Internet, our products and on-demand services will greatly increase the access to quality medical care and education for both consumers and healthcare professionals. CareView is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally.

Our proprietary, high-speed data network system can be deployed throughout a healthcare facility using the facility’s existing cable television infrastructure. This network supports CareView’s Room Control Platform located in each room with its complementary suite of software applications designed to streamline workflow and improve value-added services offered. The Room Control Platform is a microprocessor-based system consisting of a hard disk drive, cable modem, NTSC infrared camera and related controls, microphone, USB ports, wireless keyboard and wireless remote control. This system allows real-time bedside and point-of-care video monitoring and recording designed to improve efficiency while limiting liability. The entertainment packages and patient education enhance the patient’s quality of stay. This technology may also act as an interface gateway for other software systems and medical devices going forward.

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The CareView System™ is an easy to install and simple to use system that requires minimal IT interfaces, little or no rewiring, and no capital expenditure by the facility while providing the facility with recurring revenue and infrastructure for future applications.

CareView understands the importance of providing high quality patient care in a safe environment and believes in partnering with hospitals to improve the quality of patient care and safety by providing a system that monitors and records continuously. We are committed to providing an affordable video monitoring tool to improve the practice of nursing and create a better work environment and to make the patient’s hospital stay more informative and satisfying.

The proprietary product offerings of the CareView System™ provide:

CareView offers several unique products designed to meet hospital needs. In addition to enhancing quality care, the Company’s services are offered with no capital expenditure by the hospital. CareView’s products do not interfere with the facility’s current management information system and they create a profit center. The CareView System™ is the next generation of patient care monitoring. Unlike any other product in healthcare today, the CareView System™ provides continual monitoring and observation capabilities. The CareView System™ is a secure, real-time video-monitoring system that connects the patient to the nursing station for continual observation by the nursing staff while recording all movement within the patient’s room for the length of the patient’s stay.

The CareView System™, which is fully compliant with HIPPA, can be easily configured to meet the individual privacy and security requirements of any hospital or nursing facility. This patient approved video record can be part of the patient’s medical file and serve as additional documentation of care/procedures performed, patient and hospital ancillary activity, incident documentation, support for clinical and support services, and if necessary, evidence. Through continued investment in video patient care monitoring, CareView is helping hospitals and nursing homes build a safer, higher quality healthcare delivery system that best serves the patient while striving for the highest levels of satisfaction and comfort.

The Company currently offers the following products: SecureView™, NurseView™, PhysicianView™, Virtual Bed Rails™, PatientView™, NetView™, MovieView™, FacilityView™, BabyView™ and EquipmentView™. There is no other product currently available that offers all of these important capabilities in one package. The Company is committed to becoming a leading information technology provider to the healthcare industry.

The Company offers the CareView System™ in its Primary Package, Shared Revenue Package, and Connectivity Package as outlined below.

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Primary Package

The Company’s Primary Package provides nursing staff the ability to monitor patients from the nursing station on a continuous basis, eliminating the need for countless trips to a patient’s room, while prompting important visits to patients who need immediate attention. This package allows physicians to visit their patients remotely at times when they are unable to make a personal visit. The benefits of the Primary Package are (i) increased efficiency of nursing staff, (ii) greater access for physicians, (iii) enhanced quality of care, and (iv) improved patient safety. Risk management and risk financing are both positively impacted by the continuous observation, monitoring and recording of all activities in patients’ rooms, making a convenient and necessary video incident report readily available.

The Primary Package includes SecureView™, NurseView™, PhysicianView™, and Virtual Bed Rails™.

SecureView™ is a unique video monitoring system that offers comprehensive patient attention with documentation and recording of all activity in patients’ room, ancillary departments, waiting rooms, hallways, stairwells, back doors, inventory areas and parking lots. SecureView™ takes the guess work and uncertainty out of patient care and safety.

SecureView™:

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NurseView™ is an effective remote monitoring tool designed to create a more effective and efficient hospital environment. It provides the nursing staff the ability to (i) continually monitor multiple patients at once, (ii) see what is happening in each patient’s room, and (iii) view recorded observations should documentation become necessary.

NurseView™:

PhysicianView™ enables physicians to make E-visits and video rounds from any personal computer or personal digital assistant (PDA). PhysicianView™ provides more effective use of a physician’s time and improves quality and timeliness of patient care.

PhysicianView™:

Virtual Bed Rails™, the Company’s newest offering, is a fall prediction system that monitors a patient’s activity while in bed. This user-friendly fall prevention program alerts nurses to patient movement and the need for quick intervention, and provides a real-time video image of the patient. If the patient breaches the virtual bed rails, a fall alert is immediately transmitted to the healthcare professional at the nurse’s station. Virtual Bed Rails™ are actually ‘virtual’; no special sensors or additional equipment is required in the room and the bed rails are completely invisible to everyone except the person monitoring the patient. Any defined movement that crosses over the virtual bed rail triggers an on-screen alarm to alert the nursing staff of the breach.

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Virtual Bed Rails™:

Shared Revenue Package

Healthcare facilities are striving to create a positive experience for patients while they are confined to bed. Unfortunately, some of the time is unpleasant and the long hours create boredom. A patient’s stay can become more enjoyable through NetView™, MovieView™, and PatientView™, which offers entertainment and a connection to others.

The Shared Revenue Package includes PatientView™, NetView™, and MovieView™, and BabyView™.

PatientView™ is a unique and innovative service that can be enjoyed by patients, friends and family. This HIPPA-compliant feature allows a patient’s family and friends to remotely monitor the hospital stay and visit via live video and audio feed. It also provides a message board that can be used as a family communication network during the patient’s stay to provide HIPPA-compliant updates on the patient’s condition.

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PatientView™:

NetView™ and MovieView™ provides patients and visitors the ability to stay informed, keep in touch and be entertained using a wireless keyboard and the television in the patient’s room. It enables the delivery of patient-specific education, content and digital entertainment products, services and advertising. Each healthcare facility has the ability to fully customize the look and feel of the TV screen for individual branding.

NetView™:

MovieView™:

BabyView™ provides a live, continual feed from the nursery or Neo-Natal Intensive Care (NICU) to allow a mother to view her newborn from her hospital room.

Connectivity Package

Once available, the Connectivity Package will include EquipmentView™, FacilityView™, RFID Tracking (“Radio Frequency Identification Tracking”), and Wi-Fi.

EquipmentView™ will enable CareView’s Room Control Platform to wirelessly communicate with equipment, appliances and devices in the patient’s room and with other Company applications and healthcare information systems using Bluetooth, 802.11, infrared or RFID technology. This feature will allow nurses the ability to see all patient readouts and assess all clinical indictors on one screen from the nursing station. Quick, complete access to this information for multiple patients will greatly improve care and save lives.

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FacilityView™ will act as the security surveillance system providing access to live video feeds throughout the facility wherever a CareView camera is located (except for patient rooms). All privacy and access options will be determined and configured by the hospital.

RFID Tracking will enable the CareView System™ to locate the hospital’s assets and/or patients throughout the facility.

The entire hospital will be able to access the Internet wirelessly through a Wi-Fi network in the CareView System™.

The CareView System™ Fall Management Program

The CareView System™ provides healthcare facilities with a management tool to review all patient falls, averted falls and response time to falls, and establishes a review tool to improve the hospital’s performance regarding risk of falls.

Once Virtual Bed Rails™ are engaged for a patient at high risk for a fall, the CareView System™ automatically identifies the particular patient/room within the system and creates an archive that specific patients have been so protected. Should a protected patient fall, the hospital can easily identify these flagged patients and quickly review the incident to determine why the fall occurred. Each facility can manage falls by reviewing the files of all or selected high risk patients that are being protected by Virtual Bed Rails™. (See Virtual Bed Rails™ beginning at page 12 herein.)

Private Hospital Network

The CareView System™ provides healthcare facilities the opportunity to have their own private cable network with no capital investment and the opportunity to develop another profit center.

When the CareView System™ is activated for the patient, they will be shown a greeting message from the hospital’s CEO and a short orientation of the facility through an existing commercial, slide show or movie. Additional items, such as room service menus, calendar of events, patient/guest guides and even ordering through the gift shop, can be linked through the CareView System™.

The CareView System™ also assists patients as they get ready to leave by providing them valuable information regarding follow-up care and provides feedback to the facility regarding their stay through a Satisfaction Survey. Patients can be provided discharge instructions (such as diets, E-scripts, and follow-up appointments), and receive a message from hospital management or their personal physician. The system can also send an e-mail to family and friends announcing the discharge.

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System Costs

On average, the installation of each 200-unit hospital requires an incremental capital expenditure of approximately $200,000. This amount does not include the costs related to software design, development, marketing, maintenance and/or administrative costs. The Company does not incur these capital costs until the signing of a hospital agreement. The Company is also able to recover and reuse units if a facility terminates its service. (See Hospital Agreements beginning at page 17 herein.)

Revenue Streams

The CareView System™ is provided and installed in healthcare facilities at no charge to the facility after which the Company generates revenue from subscriptions to its product offerings. The Company offers its Primary Package (including SecureView™, NurseView™, PhysicianView™ and Virtual Bed Rails™) for a price of $69.95 per room/per month. On the Shared Revenue Package, PatientView™, MovieView™ and NetView™ are generally offered at a per day/per room charge. The hospital may elect to charge a package price for all services for any combination of days, including a package for the patient’s entire stay. BabyView™ pricing is negotiated with each facility. Pricing has yet to be established for the Connectivity Package and the Company expects that fees will be negotiated as an add-on to the Primary Package. Each facility may decide to bundle products for specialty pricing to the patients or may offer any or all services at no charge to the patient. Per product pricing is established with each healthcare facility upon finalization of a hospital agreement.

Products in Development

The Company has several product offerings in development including:

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Hospital Agreements

The Company offers its products and services for the CareView System™ through a subscription-based and/or shared revenue-pricing agreement with the medical facility (the “Hospital Agreement”). The Hospital Agreement requires payment of the monthly subscription fee to CareView. CareView collects the shared revenue directly and remits the portion due to the medical facility per the terms of each Hospital Agreement. During the term of the Hospital Agreement, the Company provides continuous monitoring of the CareView System™ and maintains and services all CareView System™ equipment.

CareView’s Hospital Agreements are for a five (5) year period with a provision for automatic renewal on its anniversary date for each successive year unless CareView receives written notice of termination from the medical facility within thirty (30) days prior to the anniversary date. CareView owns all right, title, and interest in and to the CareView equipment installed at each location and agrees to maintain and repair all equipment, although CareView may charge for repairs or replacements due to damage or misuse. CareView is not responsible for maintaining data arising from use of the CareView System™ or for transmission errors, corruption or compromise of data carried over local or interchange telecommunication carriers. CareView maintains the right to insert two (2) channels onto the medical facilities’ network to support education and marketing of the CareView System™ and will have the right to transmit data to further the education and marketing features of the CareView System™. Subject to other terms of the Hospital Agreement, CareView grants each medical facility a limited, revocable, non-transferable and non-exclusive license to use the software, network facilities, content and documentation on and in the CareView System™ to the extent, and only to the extent, necessary to access, explore and otherwise use the CareView System™ in real time. Such non-exclusive license expires upon termination of the Hospital Agreement.

The Company has installed, or is in the process of installing, eleven (11) hospitals, and is in the process of executing Hospital Agreements for an additional twenty-one (21) hospitals. The Company has entered into Hospital Agreements with Hillcrest Medical Center (Tulsa, OK), Southcrest Hospital (Tulsa, OK), Baylor Medical Center at Frisco (Frisco, TX), St. Joseph’s Regional Medical Center (Paterson, NJ), St. Joseph’s Wayne Hospital (Wayne, NJ), Saline Memorial Hospital (Benton, AR), Brooksville Medical Center (Brooksville, FL), Charlotte Regional Medical Center (Punta Gorda, FL), Carolina Pines Medical Center (Hartsville, SC), Central Mississippi Regional Medical Center (Jackson, MS), and Yakima Regional Medical Center (Yakima, WA). ( See form of Products and Services Agreement (a/k/a Hospital Agreement), Exhibit 10.01 , filed herewith and incorporated herein by reference.)

The Company’s Hospital Agreements cover eleven (11) hospitals with an aggregate of approximately 3,250 beds of which 1,500 beds have already been installed.

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Dependence on Major Customers; Availability of Suppliers

The Company is not dependent on, nor expects to become dependent on, any one or a limited number of suppliers. The Company buys parts and components to assemble its equipment and products. The Company does not manufacture or fabricate its own products or systems. The Company relies on sub-suppliers and third party vendors to procure and/or fabricate its components based on its design, engineering and specifications. The Company also enters into subcontracts for field installation of the CareView System™, which the Company supervises. The Company manages all technical, physical and commercial aspects of the performance of its contracts with sub-suppliers and third party vendors. The Company has experienced no difficulties in obtaining fabricated components, materials and parts or in identifying qualified subcontractors for installation work.

Sales, Marketing and Customer Service

The Company does not consider its business to be seasonal. The Company generates sale leads through a variety of means including direct one-to-one marketing, E-campaigns, customer and industry referrals, strategic partnerships, and trade shows and events. The Company’s sales team consists of highly trained sales professionals with many years of experience in the hospital and nursing home markets. The Company’s selling methodology focuses on the following factors:

Our initial focus is to pursue large for-profit hospital management companies that own multiple facilities and large not-for-profit integrated delivery networks in major metropolitan areas. Our sales staff approaches decision makers for hospitals and nursing homes to present and demonstrate the CareView product line. We believe that our sales staff will monitor our current existing relationships and develop new ones through referral, prospecting and networking. We provide our sales staff with prospective targets and set quarterly goals.

We will support both direct and indirect channel sales with a comprehensive range of product marketing, pre-sales and marketing communications services. These services are provided by a mix of internal staff and outsourced creative, media and consulting firms. Specific responsibilities include:

In addition to favorable economics and enhanced patient care, safety and satisfaction, the Company also competes on the basis of quality of services provided. Management believes that the shared revenue opportunity

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will (i) prompt each healthcare facility to promote patients’ use of NetView™, MovieView™, and PatientView™, and (ii) encourage the hospital to expand its use of pre-procedure and condition videos, welcome videos, surveys, and E-scripting and E-Scheduling services.

The Company insures high levels of customer service by focusing efforts to provide both automated and personal assistance for every issue the customer may encounter when using the CareView System™.

Intellectual Property

On December 12, 2003, Steven G. Johnson, who currently serves as the Company’s President and Chief Operating Officer, filed for patent protection as the inventor of a Non-Intrusive Data Transmission Network for Use in an Enterprise Facility and Method for Implementing. On May 6, 2008, the Company filed for an assignment of the patent pending application to CareView. On January 13, 2009, the U.S. Patent and Trademark Office issued CareView U.S. Patent Number 7,477,285 on the invention.

On August 16, 2007, the Company entered into a Purchase Agreement with Cole Investment Hospital Group, LLC (“Cole”) wherein the Company purchased all the rights to the intellectual properties that Cole had previously acquired from Cadco Surveillance Networks, LLC in exchange for a contract payable of $700,000, which sum was subsequently repaid in full with cash and stock. The intellectual properties purchased include, but are not limited to trade secrets, know-how, and information relating to the technology, customers, suppliers, business plans, promotional and marketing rights and activities, and software technology as it relates to and can be applied to the medical and healthcare business of the Company. CareView was also granted all rights to any future developed technology or improvements at no additional charge. ( See Purchase Agreement between CareView-TX and Cole Investment Hospital Group, LLC, Exhibit 10.03 , filed herewith and incorporated herein by reference.)

On May 6, 2008, the Company filed for patent protection on a System and Method for Preventing Patient Falls. The patent is currently pending approval by the U.S. Patent Office.

On July 29, 2010, the Company filed for patent protection on a System and Method for using a Video Monitoring System to Prevent and Manage Decubitus Ulcers in Patients. The Company is awaiting confirmation from the U.S. Patent Office that the application has been processed.

Joint Venture with Rockwell Holdings

On November 16, 2009, the Company entered into a joint venture relationship (the “Master Investment Agreement”) with Rockwell Holdings I, LLC, a Wisconsin limited liability company (“Rockwell”). The Company will use the funds provided under the joint venture to purchase the previously installed CareView Systems™ at two of its existing hospitals, as well as to fund the purchase and installation of additional CareView System™ equipment to complete the installations at the two facilities. Upon completion, it is anticipated that there will be over 900 installations of the CareView System™ in the combined facilities. The Company and Rockwell each own 50% of the joint venture in these two facilities. (See Master Investment Agreement, Exhibit 10.44 , filed herewith and incorporated herein by reference.)

Under the terms of the Master Investment Agreement, the Company will use the investment and financing from Rockwell to fully implement the CareView System™ in Hillcrest Medical Center in Tulsa, Oklahoma (“Hillcrest”) and Saline Memorial Hospital in Benton, Arkansas (“Saline”) (the “Project Hospital(s)”).

The Master Investment Agreement provides that the Company and Rockwell will establish a joint venture entity for each Project Hospital (the “Project LLC”) and that:

(i) The Company will assign its hospital contracts to the Project LLC,

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(ii) The Company will provide the Project LLC with a limited, non-exclusive, royalty-free license of intellectual property rights to enable the Project LLC to use the intellectual property needed to operate the CareView Systems™ in each Project Hospital,

(iii) The Company will sell all of the existing CareView Systems™ in the Project Hospitals to the Project LLC,

(iv) The Company will acquire, install, set-up and then sell and maintain, on behalf of the Project LLC, all equipment and other personal property necessary for the operation of the CareView Systems™ at each Project Hospital,

(v) The Project LLC will grant a security interest to Rockwell in all equipment, fixtures, and inventory, among other things, as collateral for payment of the Project Note, as described below.

The structure of the joint venture between Rockwell and the Company is in the form of a Project LLC for each of the Project Hospitals. Both Rockwell and the Company own 50% of each Project LLC and Rockwell will receive a Project Note for each Project LLC (as discussed below). Rockwell will have a preferred return of its equity in the Project LLC plus ten percent (10%) on the unreturned amount of that equity, and fifty percent (50%) of the aggregate monthly fees charged for the Primary Package will be dedicated to payment of Rockwell’s preferred return on its ownership.

Pursuant to the Master Investment Agreement, Rockwell provided $1,151,145 as the initial funding for the Hillcrest Project Hospital and the Saline Project Hospital, which funding was confirmed in a Funding Agreement entered into between the Company and Rockwell. The Funding Agreement anticipates future funding as provided for in the Master Investment Agreement upon completion of the Project Hospitals.

Each Project LLC is governed by an Operating Agreement under which the Company and Rockwell are its initial members, each owning 50% of the outstanding ownership units. Each Operating Agreement also allocates the distributions of cash, payment of company expenses and debt service, and distribution of remaining funds. Payments from a Project Hospital to a Project LLC are deposited into an escrow account jointly controlled by the Company and the Project LLC pursuant to a Project Escrow Agreement, and once deposits into the escrow account are collected by the escrow agent, they are immediately transferred into a separate account in the name of the Project LLC. (See form of Operating Agreement, Exhibit 10.50 , filed herewith and incorporated herein by reference.)

Each Project LLC has executed and delivered a Project Note to Rockwell in the amount of one-half of the funding already provided to it by Rockwell, and once the full funding is provided by Rockwell upon completion of the CareView System™ installations at the Project Hospitals, each Project LLC will replace the earlier Project Note by delivering to Rockwell an amended and restated Project Note representing the earlier Project Note’s outstanding balance together with one-half of the additional funding provided by Rockwell. A Project Note will earn interest at the rate of ten percent (10%). Principal payments under each Project Note shall be payable in equal monthly installments of one-half of the aggregated monthly fees charged for the Primary Package under the Project Hospital contract. Payments shall commence on the earlier to occur of the date that monthly Primary Package fees first become payable under the Project Hospital contract or six months from the date of the original Project Note; provided, however, that the entire outstanding principal balance and all accrued interest of a Project Note shall be paid in full on or before the third anniversary of the date that payments commenced thereunder. (See form of Project Note, Exhibit 10.48 and form of Amended and Restated Project Note, Exhibit 10.49 , filed herewith and incorporated herein by reference.)

As additional consideration to Rockwell for providing the funding, the Company shall issue to Rockwell a warrant (“Project Warrant”) granting Rockwell the right to purchase, for a period of five years at an exercise price of $0.52 per share, such number of shares of Common Stock of the Company that is equal to the total amount of funding after completion of the Project Hospitals. (See form of Project Warrant, Exhibit 10.53 , filed herewith and incorporated herein by reference.)

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The Master Investment Agreement includes provisions under which the Company may elect to purchase, for cash, Rockwell’s entire interest in each Project LLC at a pre-determined price based on annualized net cash flow from the Project Hospital plus the payment of any unpaid preferred return (if any) and the estimated amount of any additional distributions that would be payable from the Project LLC to Rockwell during the remaining balance (if any) of the initial term of the contract with the Project Hospital. In addition, upon the Company’s purchase of Rockwell’s interest in a Project LLC, the Company would have to pay the remaining balance due (if any) under the Project Note and any forgone interest under the Project Note that would have accrued during the remaining balance (if any) of the initial term of the contract with the Project Hospital. Additionally, there are provisions under which Rockwell may, if the Project Note has been paid and Rockwell has received its preferred return, elect to require the Company to purchase its entire interest in each Project LLC based on a pre-determined percentage of the annualized net cash flow of the Project Hospital. If Rockwell makes that election, the Company may chose to fund the purchase with a five-year promissory note bearing interest at ten percent (10%) per annum. Rockwell was granted preferred investor status that provides, in the event that the Company funds similar projects through a different investor with more favorable terms, that Rockwell may elect to amend the terms of its existing project funding to be consistent with those more favorable terms. (See Rockwell JV Exhibits 10.44 through 10.53 inclusive, filed herewith and incorporated herein by reference.)

Engagement of DLA Piper, LLP

On January 20, 2010, the Company engaged DLA Piper, LLP, a leading global business law firm (“DLA Piper”) to assist in developing and structuring a financial facility up to $50 million which would be secured by the stable revenue stream of CareView’s hospital contracts. DLA Piper has and will continue to introduce the Company to suitable institutional investors with whom they have existing relationships in the structured finance arena. Although no financing has yet been secured through the introductions of DLA Piper, the Company and DLA Piper are continuing negotiations to that end.

Lease Line of Credit with Fountain Fund 2 LP

On January 28, 2010, the Company entered into a letter of agreement with Fountain Fund 2 LP, managed by Fountain Partners of San Francisco (“Fountain”) for a lease line of credit for up to $5 million (the “Lease Line”). Under the Lease Line, CareView will lease installed CareView Systems™ from Fountain and will repay the draws on the Lease Line over a period of three (3) years. CareView and Fountain executed a Master Lease covering the installed CareView Systems™ which calls for pre-determined monthly rental over a three-year period (the “Base Term”). Prior to the expiration of the Base Term, CareView may elect to (i) purchase the equipment or (ii) extend or renew the lease for an additional twelve (12) months with a subsequent option to return the equipment to Fountain.

An origination fee of one percent (1%) of the lease schedule amount will be due upon signing of each lease schedule. The cost of equipment to Fountain shall not exceed $500,000 per month with each month carrying over to the next month if not used, unless this limit is waived by Fountain. The draw window is open to December 5, 2010 (“Draw Window”). CareView agrees to pay Fountain a deposit of two percent (2%) of the unused Lease Line amount. Upon execution of the Lease Line, CareView issued a ten-year Common Stock Purchase Warrant (the “Warrant”) to purchase a total of 450,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. On January 29, 2010 and April 22, 2010, the Company paid Fountain a deposit of $20,000 and $80,000 respectively for the unused Lease Line. In association with the Lease Line, the Company paid Mann Equity, LLC a cash fee of $100,000 and issued a five-year Warrant to purchase 400,000 underlying shares of the Company’s Common Stock at $0.52. (See Master Lease, Exhibit 10.55, Cooperative Agreement with Mann Equity, LLC, Exhibit 10.38 , and Addendum to Cooperative Agreement with Mann Equity, LLC, Exhibit 10.58 , filed herewith and incorporated herein by reference.)

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Joint Venture in China with Weigao Holding Company Limited

On April 13, 2010, the Company entered into a letter of intent (“LOI”) with AFH Holdings and Advisory, LLC, a Nevada limited liability company, Discovery Medical Investments, LLC, a California limited liability company and Mann Equity, LLC, a California limited liability company (deemed together to be the “LLC Parties”). The purpose of the LOI was to introduce and negotiate a transaction with a target company doing business in The People’s Republic of China, Hong Kong, and Taiwan, which target company was later identified as Weigao Holding Company Limited (“Weigao Holding”). The ultimate transaction would include a joint venture between Weigao Holding and CareView (the “China JV”) wherein CareView would agree to grant Weigao Holding an exclusive license to certain intellectual property, manufacturing rights, and guaranteed services to be provided by the Company relating to the CareView System™. Under the terms of the LOI, CareView agreed to transfer to the LLC Parties a portion of its ownership in the China JV. (See Letter of Intent [with LLC Parties], Exhibit 10.57 , filed herewith and incorporated herein by reference.)

On July 29, 2010, an Amendment Agreement was entered into between the Company and the LLC Parties amending and setting forth the applicable percentage of ownership interest and gross revenue sharing for each of CareView and the LLC Parties in CareView’s interest in the China JV wherein CareView will own 70% of its interest and each of the LLC Parties will own 10% of CareView’s interest in the China JV. (See Amendment Agreement [with LLC Parties], Exhibit 10.60 , filed herewith and incorporated herein by reference.)

In connection with the services provided by the LLC Parties as outlined above, on May 26, 2010, the Company signed a letter of intent with Weigao Holding (the “Weigao LOI”) to enter into the proposed joint venture. Weigao Holding is the leading medical device manufacturer in the People’s Republic of China (“PRC”). Upon the successful execution of definitive documents, Weigao Holding will hold an exclusive license to manufacture and distribute the CareView System™ in the PRC. Both CareView and Weigao Holding have identified the major need to improve the level of care in acute care medical facilities in the PRC. Of particular importance is the anticipated use of the EquipmentView™ module of the CareView System™ that would allow Weigao Holding to significantly advance the level of care in the more than 8,800 medical facilities it services. The Weigao LOI provided for termination if definitive documents were not executed prior to August 1, 2010. The Company and Weigao Holding subsequently agreed to extend that date until November 1, 2010. (See Letter of Intent with Weigao Holding, Exhibit 10.59 , filed herewith and incorporated herein by reference.)

Subscription and Investor Rights Agreement with T2 Consulting, LLC and Tommy G. Thompson

On February 28, 2005, the predecessor of CareView-TX, CareView Communications, LLC, a Texas limited liability company (“CareView LLC”), entered into a Subscription and Investor Rights Agreement (“Subscription Agreement”) with an entity to be known as T2 Consulting, LLC (“T2”), and the principals of T2, namely Tommy G. Thompson (“Thompson”), Gerald L. Murphy (“Murphy”) , and Dennis Langley (“Langley”). Under the Subscription Agreement, T2 purchased a 17% ownership interest in CareView LLC for $1,000 and also received an Adjusted Gross Income Interest entitling T2 to receive 5% of the adjusted gross income of CareView LLC (the “5% AGII”). The 5% AGII was considered senior to any other priority or preference of any kind and at no time could be diluted. The 5% AGII included 5% of (i) all revenue of any type or nature from whatever source received by CareView LLC and its subsidiaries; less (ii) pre-tax, non-debt service, payments to non-affiliates or employees of the company, cost of goods sold (and not general and administrative expenses).

Under the Subscription Agreement, Thompson agreed to serve as the Chairman of the Board of CareView LLC for an initial service period of February 28, 2005 through May 31, 2008 which service period would continue in an evergreen fashion for successive three year terms. In addition to serving as Chairman, other responsibilities were to be provided by Thompson; however, he was not required to spend more than 25% of his business related time in his capacity as Chairman or by providing other services to CareView LLC. As consideration for those services to be rendered under Article IV of the Subscription Agreement (the “Article IV Payments”), Thompson was to be paid an Annual Base Payment of not less than $300,000 of which $100,000 was to be paid directly to T2 and $200,000 was to be paid to Akin Gump Strauss Hauer & Feld, LLP, a law firm

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with which Thompson is associated. In addition to the Annual Base Payment, terms provided for Thompson to receive other perquisites and benefits comparable to CareView LLC senior executives, reimbursement of travel and related expenses, and reimbursement of legal fees and expenses in association with the preparation and closing of the Subscription Agreement. Although Thompson began his service as Chairman, he was not required to provide any of the other services under the Subscription Agreement; however, neither he nor T2 would receive the Annual Base Payments or 5% AGII until the occurrence of two conditions subsequent to the Subscription Agreement; namely (i) the Company receiving financing and capitalization sufficient to adequately capitalize the Company, and (ii) the Company signing contracts with two federal hospitals and one private sector hospital. Once the two subsequent conditions had been fulfilled, the amount of the Annual Base Payment would be retroactively applied from March 1, 2005 until the date of the fulfillment of the subsequent condition even though Thompson and T2 might not have provided services under the Subscription Agreement during that time. If Thompson’s services as Chairman were terminated by CareView LLC, T2 would be paid a lump sum on the end date of the service period equal to two year’s worth of the Annual Base Payment in effect at the time of termination. (See Subscription and Investor Rights Agreement, Exhibit 10.00 , filed herewith and incorporated herein by reference.)

CareView LLC converted to a Texas corporation (“CareView-TX”) and the Subscription Agreement was assigned and assumed by CareView-TX under the terms of the Assignment and Assumption Agreement and Consent (“Assumption Agreement”) dated October 29, 2007 between T2, Thompson, and CareView-TX. In addition, the Assumption Agreement provided that the Article IV Payments were assigned to and assumed by Thompson personally. Subsequently, Thompson waived the accrual and any past or future obligations of CareView-TX to pay the Article IV Payments. (See Assignment and Assumption Agreement and Consent, Exhibit 10.08 and Letter of Waiver from Tommy G. Thompson, Exhibit 10.63 , filed herewith and incorporated herein by reference.)

On August 20, 2010, in an effort to resolve all past, current and future claims due pursuant to the Subscription Agreement, the Company entered into a Revocation and Substitution Agreement with T2, Thompson, Murphy and Langley (the “Agreement”). In exchange for the revocation of the Subscription Agreement by T2, Thompson, Murphy and Langley, the Company agreed to issue to each of Thompson, Murphy, and Langley a five-year Common Stock Purchase Warrant (“Warrant”) to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share. The Company’s Board of Directors believes the Agreement is in the best interest of all of the shareholder of the Company and has determined that it is not necessary to obtain a ‘fairness’ opinion from an independent third-party. (See Revocation and Substitution Agreement, Exhibit 10.64 (which Exhibit incorporates the a form of Warrant), filed herewith and incorporated herein by reference.)

As additional consideration for the revocation of the Subscription Agreement with CareView-TX, Thompson, Murphy, and Langley will receive an aggregated 1   ¹ / 2 % Gross Income Interest on all revenues (without deductions of any kind) of the Company and its subsidiaries, which income interest is retroactive to the date of the Subscription Agreement. In connection with the income interest, the Company executed an Agreement Regarding Gross Income Interest with each of Thompson, Murphy and Langley dated August 20, 2010. An accrual of approximately $5,808 through June 30, 2010 is due pursuant to the 1   ¹ / 2 % Gross Income Interest, which sum, when added to any sums due for the months of July and August 2010, will be recorded and reflected on the financial statements of the Company for the quarter ended September 30, 2010. The Agreement Regarding Gross Income Interest does not have a termination date; however it does provide that the Company has the right to acquire the Gross Income Interest of Thompson, Murphy and Langley from September 1, 2013 until December 31, 2015, for the Purchase Price and that Thompson, Murphy and Langley each have the right to require that their respective Gross Income Interest be purchased by the Company any time from September 1, 2011 until December 31, 2015, for the Purchase Price. Purchase Price means, absent an agreement between Thompson, Murphy or Langley and the Company to the contrary, at CareView’s election, either: i) a monetary amount equal to the aggregated Gross Income Interest received by either of Thompson, Murphy or Langley in the twelve (12) month period immediately prior to the sale, transfer or exchange, or ii) the payment of the monetary amount as determined in i) above in shares of CareView’s Common Stock at Fair Market Value. As an

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additional term in the Gross Income Interest agreement with Langley, the Company agreed that an affiliate of Langley shall be granted a distribution and sales agreement for the Company’s products for government entities in the U.S. including, but not limited to, HHS, VA, DOD and state and local governments. Terms of the distribution agreement will be negotiated at a future date. (See Agreement Regarding Gross Income Interests with Tommy G. Thompson, Exhibit 10.65 , Agreement Regarding Gross Income Interests with Gerald L. Murphy, Exhibit 10.66 , and Agreement Regarding Gross Income Interests with Dennis M. Langley, Exhibit 10.66 , filed herewith and incorporated herein by reference.)

Coincident with the execution of the above-mentioned agreements, T2 was dissolved and the 14,475,666 restricted shares of Common Stock of the Company were distributed equally among Thompson, Murphy and Langley.

Distribution and Regional Support

On January 9, 2010, the Company entered into an exclusive, three-year Distribution Agreement (the “Agreement”) with Foundation Medical, LLC (“Foundation Medical”) to distribute the CareView System™ on the east coast of the United States. Foundation Medical will also serve as CareView’s east coast representative for servicing of all CareView Systems™ installed in that region. The territory covered under the Agreement includes the states of Maine, Vermont, New Hampshire, Connecticut, Massachusetts, New York, Pennsylvania, New Jersey, the District of Columbia, Rhode Island, Delaware, Maryland, Virginia, West Virginia, North Carolina, South Carolina, Alabama, Georgia and Florida. The Agreement is automatically renewable for additional periods of one (1) year unless written notice not to renew is delivered between the parties thirty (30) days prior to the automatic renewal. Commissions paid to Foundation Medical range from two to six percent (2% to 6%) on three-year hospital contracts and from three to ten percent (3% to 10%) on five-year hospital contracts. (See Distribution Agreement, Exhibit 10.56 , filed herewith and incorporated herein by reference.)

Installation and Technical Support

The Company provides installation and technical support for its customers through third-party providers across the United States on a per-job basis.

Competition

Medical communications technology companies who provide concise and timely medical information to healthcare facilities and their staffs are embarking on a relatively new frontier. Therefore, our competition may initially be light. We believe our CareView System™ is the only comprehensive product of its type currently available to the healthcare industry; however, other companies may offer products that potential customers may consider an acceptable alternative to our products and services. Some of these competitors may be larger and have greater financial resources than CareView. We compete with them based on price, engineering and technological expertise, knowledge and the quality of our products, systems and services. Additionally, the Company’s management believes that the successful performance of the Company’s installed products and systems is a key factor in retaining current business and gaining new business, as customers typically prefer to make significant purchases from a company with a solid performance history.

Various companies offer applications that may be similar to some of our product offerings, including, but not limited, to LodgeNetRX (owned by MDM Commercial Healthcare), SkyLight (owned by Skylight Healthcare Systems), eICU (owned by Royal Philips Electronics) and Stryker Video Network Hub.

LodgeNetRX, Skylight, and The GetWellNetwork provide interactive television. Skylight provides interactive patient systems. TeleHealth provides access to movies and Internet connectivity.

The clinical systems offered by our competitors do not appear to offer a video monitoring and observation option as provided by our system.

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The Company is presently unable to predict what competitive impact, if any, regulatory development and advances in technology will have on our future business and results of operations. We believe our success depends upon our ability to maintain and enhance the performance, content and reliability of our products in response to the evolving demands of the industry and any competitive products that may emerge. We cannot assure you that we will be able to do so successfully or that any enhancements or new products that we introduce will gain acceptance in the marketplace. If we are not successful or if our products are not accepted, we could lose potential customers to our competitors.

Research and Development Activities

The Company’s costs of research and development activities for years ended December 31, 2009 and 2008 totaled $540,000 and $445,208 respectively. None of the cost of such activities was borne directly by the Company’s customers.

Governmental Approval

Neither the Company nor its products are subject to government approval. The Company is unaware of any probable government regulations that may affect its business in the future.

Environmental Laws

The Company and its products are not affected by any federal, state, or local environmental laws; therefore, the Company has reserved no funds for compliance purposes.

Employees

As of the filing date of this Registration Statement, the Company employs twenty (20) persons on a full-time basis, three (3) of whom are executive officers. None of the Company’s employees are covered by collective bargaining agreements and the Company has never experienced a major work stoppage, strike or dispute. The Company considers its relationship with its employees to be outstanding.

Reporting Status

We are not currently required to file reports with the Commission, nor are we required to deliver an annual report to our shareholders. Once this Registration Statement is deemed effective by the Commission, CareView Communications, Inc. will be subject to the requirements of Section 13(a) under the Exchange Act, which will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

You may read and copy this Registration Statement and any future materials we file with the Commission at the SEC’s Public Reference Room located at 100 F Street NE, Washington, D.C. 20549, on official business days during the hours of 10:00 am to 3:00 pm. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0300. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov . You may obtain further information about our Company on our website at http://www.care-view.com .

CareView is a smaller reporting company, and as such, is not required to provide information pursuant to this item.

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Cautionary Notice Regarding Forward Looking Statements

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Registration Statement contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made herein other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” and variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below) and apply only as of the date of this Registration Statement. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

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The following discussion of our financial condition and plan of operation should be read in conjunction with the consolidated financial statements and the notes to those statements included herein. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors set forth in this Registration Statement, our actual results may differ materially from those anticipated in these forward-looking statements. ( See Financial Statements for Six Months Ended June 30, 2010 and for Years Ended December 31, 2009 and 2008 beginning at Page F-1 herein.)

Management’s Discussion and Analysis or Plan of Operation

CareView Communications, Inc., formerly known as Ecogate, Inc., was formed in California in July 1997 as Purpose, Inc., changing its name to Ecogate, Inc. in April 1999. In October 2007, the Company changed its name to CareView Communications, Inc., and in November 2007, the Company changed its state of incorporation to Nevada. The Company’s primary focus is its operating businesses that focus on the business plan of its wholly owned subsidiary, CareView-TX.

CareView engages in the acquisition, development and operation of a high speed data network system that can be deployed throughout a healthcare facility using its existing cable television infrastructure in conjunction with the Company’s control server to provide bedside, point-of-care video monitoring and recording and a patient entertainment and education system. The Company is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities with plans to implement this system in facilities throughout the United States and the world. The Company has installed, or is in the process of installing, eleven (11) hospitals, and is in the process of executing contracts for twenty-one (21) additional hospitals.

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CareView’s mission is to be the leading provider of products and on-demand application services for bedside video monitoring, recording and documentation patient care system for hospitals, nursing homes and other healthcare facilities. We have positioned ourselves to meet the needs of the medical community while establishing relationships and building trust and loyalty for the future. Our goal is to communicate information to the medical industry without bias or limitation. Initially, our goal will be achieved by offering technology and services to clients that want to provide comprehensive technological systems to better serve their patients, hospitals, and staff.

CareView’s selling methodology focuses on significant and tangible cost savings, improved documentation, quality and timeliness of patient care, enhanced safety and security, support for new technologies, business growth, enhanced patient satisfaction, and return on investment. As previously stated, our initial focus will be to pursue large for-profit hospital management companies that own multiple facilities and large not-for-profit integrated delivery networks in major metropolitan areas.

During the next twelve months, CareView plans to commercialize its products and services through a controlled marketing roll out. CareView’s officers and directors have targeted a list of hospital ownership/administration companies that are well known to them and that have indicated interest in CareView’s product offerings. CareView will respond to personnel requirements in relationship to the speed with which the marketing roll out achieves success. Management is confident that the skilled personnel necessary for an aggressive roll out can be identified and secured. The Company’s Room Control Platform is being manufactured by unaffiliated third party providers domestically and internationally. Although CareView’s management is confident that its products can be manufactured to its specifications at a reasonable cost, and in substantially any quantity required, there is no assurance of that outcome. CareView plans to finance its growth through traditional bank financing sources and/or through potential debt and equity private placements. While management is confident that the required financing to fund the marketing roll out can be secured at terms satisfactory to the Company, there is no guarantee that future funding will be available, or that it will be on terms that are satisfactory to the Company. CareView also intends to complete its joint venture with Weigao Holding which will expand the Company’s reach to manufacture, distribute and install the CareView System™ in China’s hospitals.

We anticipate incurring costs related to the filing of Exchange Act reports. We believe that we will be able to meet the costs of growth and public reporting with funds in our treasury and additional amounts to be loaned by or invested by our stockholders, management, traditional bank financing sources, and potential debt and equity private placements. Although management believes that the required financing to fund the marketing roll out and the costs related to public reporting can be secured at terms satisfactory to the Company, there is no guarantee that funds will be made available, and if funds are available, that the terms will be satisfactory to the Company.

Liquidity and Capital Resources

We began the operation of our current business plan in 2002 and have not yet attained a level of revenue to allow us to meet our current overhead. We do not contemplate attaining profitable operations until approximately the second quarter of 2011 nor is there any assurance that such an operating level can ever be achieved. We will be dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, manufacturing expenses and significant marketing/investor related expenditures to gain market recognition, so that we can achieve a level of revenue adequate to support our cost structure, none of which can be assured. While we have funded our initial operations with private placements of equity and bridge loans, there can be no assurance that adequate financing will continue to be available to us and, if available, on terms that are favorable to us.

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As of June 30, 2010, the Company’s consolidated cash balance was $1,792,697. Outstanding short-term and long-term liabilities as of June 30, 2010 totaled $641,111 and $767,470 respectively. The Company’s working capital as of June 30, 2010 was $1,948,274.

As of December 31, 2009, the Company’s consolidated cash balance was $218,302. Outstanding short-term debt and long-term debt as of December 31, 2009 totaled $3,227,507 and $767,470 respectively, exclusive of debt discounts. The Company’s working capital deficit as of December 31, 2009 was $1,938,750.

Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. Historical financial information presented for the six months ended June 30, 2010 and the fiscal years ended December 31, 2009 and 2008 is that of the Company on a consolidated basis with its subsidiaries.

Results of Operations – Comparison of Six Months Ended June 30, 2010 and 2009

For the six months ended June 30, 2010, the Company had revenues of $109,045 compared to revenues of $22,594 for the same period in 2009. During the six months ended June 30, 2010, operating costs totaled $3,725,030 compared to $1,398,242 for the same period in 2009. This increase of $2,326,788 is primarily a result of approximately $1,766,000 in non-cash compensation costs related to options and warrants issued by the Company in 2010, approximately $404,000 in added selling and administrative costs, approximately $159,000 of increased network operation costs associated with the expansion of the Company’s business into new hospitals, and approximately $25,000 in depreciation expense, with a reduction in research and development costs of approximately $27,000. For the six months ending June 30, 2010, the Company had an operating loss of $3,615,985 compared to an operating loss of $1,375,648 for the same period in 2009. This is an increase of $2,240,337. The increase in operating loss exclusive of non-cash compensation costs totaled approximately $474,000.

Results of Operations – Comparison of Years Ended December 31, 2009 and 2008

For the year ending December 31, 2009, the Company had revenues of $87,086 compared to revenues of $41,606 for the same period in 2008. During the year ending December 31, 2009, operating costs totaled $4,161,887 compared to $2,590,574 for the same period in 2008. This increase of $1,571,313 is primarily a result of approximately $971,000 in non-cash compensation costs related to options and warrants issued by the Company in 2009, approximately $430,000 in added selling and administrative costs, approximately $127,000 of increased network operation costs associated with the expansion of the Company’s business into new hospitals, and approximately $95,000 in added costs associated with the Company’s further development efforts related to the CareView System™, with a reduction in depreciation expense of approximately $52,000. For the year ending December 31, 2009, the Company had an operating loss totaling $4,074,801 compared to an operating loss of $2,548,968 for the same period in 2008. This is an increase of $1,525,833. The increase in operating loss exclusive of non-cash compensation costs totaled approximately $555,000.

Effects of Inflation

During the periods for which financial information is presented, the Company’s business and operations have not been materially affected by inflation.

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Outlook

We anticipate the demand for our products and services to be strong as there is currently no other company with the same range of services we offer. We are well positioned to take advantage of that fact and are confident that the CareView System™ will be in demand because hospitals and nursing homes continue to be understaffed in nursing personnel and are constantly looking for ways to improve efficiency and provide better patient care.

We believe that the current trend of significantly increased public awareness surrounding the quality of healthcare in hospitals and nursing homes will continue to increase. We also believe there is an increase in public concern regarding the privacy of individuals in healthcare facilities as well as the recordation of events during treatment. Our CareView System™ will provide a safer environment for patients and provide families access to monitor activities and be involved in important healthcare decisions when they are not able to be at the facility in person.

This Outlook section and other portions of this document include certain “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including, among others, those statements preceded by, following or including the words “believe,” “expect,” “intend,” “anticipate” or similar expressions. These forward-looking statements are based largely on the current expectations of management and are subject to a number of assumptions, risks and uncertainties. Our actual results could differ materially from these forward-looking statements.

On September 8, 2009, the Company entered into a 63-month Commercial Lease Agreement (the “Lease”) for 10,578 square feet of office and warehouse space at 405 State Highway 121, Suite B-240, Lewisville, TX 75067. On June 29, 2010, the Company and the landlord entered into a First Amendment to Commercial Lease Agreement (“First Amendment”). The terms of the First Amendment provide (i) for the Company to lease an additional 6,032 square feet of space for an approximate total of 16,610 square feet of leased space, (ii) an extension of the Lease to a term of 68 months with a termination date of June 30, 2015, and (iii) an increase in the security deposit of approximately $8,500. Under the First Amendment, the landlord agreed to provide a tenant improvement allowance not to exceed $175,000 to be used toward the payment of construction costs. The Lease contains renewal provisions under which the Company may renew the Lease for an additional three year period under the same terms and conditions. Over the term of the Lease and First Amendment, the Company will pay an average monthly cost of $18,196 which includes base rent, common area fees, taxes and insurance. The Company’s management believes that the leased premises are suitable and adequate to meet its needs. (See Commercial Lease Agreement, Exhibit 10.43 and First Amendment to Commercial Lease Agreement, Exhibit 10.62 , filed herewith and incorporated herein by reference.)

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Beneficial Security Ownership Table

As of the date of this filing, the following table sets forth certain information with respect to the beneficial ownership of our Common Stock by (i) each shareholder known by us to be the beneficial owner of more than five percent (5%) of our Common Stock, (ii) by each of our current directors and executive officers as identified herein, and (iii) all of the Company’s directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock and non-qualified stock options (“Options”), common stock purchase warrants (“Warrants”), and convertible securities that are currently exercisable or convertible into shares of Common Stock within sixty (60) days of the date of this document, are deemed to be outstanding and to be beneficially owned by the person holding the Options, Warrants, or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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Changes in Control

The Company’s officers and directors know of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

Identification of Directors and Executive Officers

On November 23, 2009, a majority of the Company’s shareholders took written action, in lieu of holding an Annual Meeting of Shareholders, to elect the Company’s directors for 2010 as outlined below. On December 28, 2009, the Company’s Board of Directors appointed the Company’s executive officers for 2010 as outlined below, which officers serve at the discretion of the Board of Directors. The term of office of each director expires at our next Annual Meeting of Shareholders or until their successors are duly elected and qualified.

There are no arrangements or understandings between any of the above-listed officers and directors pursuant to which they were selected to serve as an officer and/or director.

Identification of Certain Significant Employees

Kyle Johnson, the Company’s Director of Technology, and Matthew Clark, the Company’s Director of Software Development, are considered significant employees. An overview of each of their business experience follows in Business Experience beginning at page 33 herein.

Family Relationships

There are no family relationships between our officers and directors.

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Business Experience

The business experience of each of our directors, executive officers and significant employees follows:

Tommy G. Thompson - Chairman of the Board

Tommy G. Thompson joined CareView in 2005 to serve as its Chairman of the Board. Since March 2005, Mr. Thompson has been a partner with Akin Gump Strauss Hauer & Feld LLP law firm and since February 2005 has been President of Logistics Health, Inc., a company that specializes in medical readiness and homeland security solutions. As the former Secretary of the U.S. Department of Health & Human Services from February 2001 to January 2005, he served as the nation’s leading advocate for the health and welfare of all Americans. He worked to modernize and add prescription drug coverage to Medicare for the first time in the program’s history. A leading advocate of welfare reform, Thompson focused on expanding services to seniors, people with disabilities, and low-income Americans. Additionally, he is recognized for his contributions to the U.S. response to the threat of bioterrorism and for his leadership in the fight against HIV/AIDS in the United States and abroad. Thompson currently serves as the Chairman of the Global Fund to Fight AIDS, Tuberculosis and Malaria.

As the Governor of Wisconsin from January 1987 to February 2001, Chairman Thompson was perhaps best known for his efforts to revitalize the Wisconsin economy, for his national leadership on welfare reform, and for his work in expanding healthcare access across all segments of society. He has received numerous awards for his public service, including the Anti-Defamation League’s Distinguished Public Service Award, Governing Magazine’s Public Official of the Year Award, and the Horatio Alger Award, which is awarded annually to “dedicated community leaders who demonstrate individual initiative and commitment to excellence—as exemplified by remarkable achievements accomplished through honesty, hard work, self-reliance, and perseverance.”

Chairman Thompson joined the CareView team expressly to implement his plans and visions for bringing the healthcare industry into the Information Age. Mr. Thompson’s responsibilities include marketing the CareView System™ to non-federal hospitals and nursing homes, speaking at trade shows and conventions, and meeting with strategic business partners. He received both his B.S. and his J.D. from the University of Wisconsin-Madison. Chairman Thompson also serves as Chairman of AGA Medical Corporation [NASDAQ GS: AGAM], and serves as a member of the board of directors for C. R. Bard, Inc. [NYSE: BCR], Centene Corporation [NYSE: CNC], and United Therapeutics Corporation [NASDAQ: UTHR].

Samuel A. Greco - Chief Executive Officer and Director

Mr. Greco joined the Company as Chief Executive Officer in September 2007 and was elected as a member of the Board of Directors in February 2009. Greco, a seasoned healthcare executive has over 30 years of experience in the provider sector of healthcare as a hospital and integrated network CEO, CFO and COO. Greco has operated in organizations ranging from 200 beds to multi-facility networks of over 2,000 beds. Formerly Sr. Vice President of Financial Operations for Columbia/HCA, Greco was responsible for the financial operations of that $28 billion company which at the time had over 300 hospitals and 125 surgery centers. Greco’s focus has been to improve the operations of the companies he has served by growing and improving the various operations therein. Mr. Greco earned his B.A. in Accounting from Bryant College.

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Steve G. Johnson - President, Chief Operating Officer, Director

Mr. Johnson joined the Company in April 2006, currently serving as its President, Chief Operating Officer, and Director. Mr. Johnson has over 20 years of experience in the cable and wireless business. Before joining the Company, he served as CEO of CADCO Systems, a manufacturer of CATV and telecommunications equipment from 1997. From February 1991 to February 1996, he served as CEO, President and Director of American Wireless Systems, which he restructured and sold to Heartland Wireless Communications. Mr. Johnson also served as President of Hanover Systems, a manufacturer of telecommunications equipment. Mr. Johnson has served on the board of directors of the Wireless Cable Association and its FCC regulatory committee. Mr. Johnson earned his B.A. in Economics and Business Administration from Simpson College. Mr. Johnson is the father of Kyle Johnson, the Company’s Director of Technology.

John R. Bailey - Chief Financial Officer, Treasurer and Secretary

Mr. Bailey has served as the Company’s Chief Financial Officer, Treasurer and Secretary since January 2004. Mr. Bailey has over 30 years of experience in corporate finance working with both public and private companies as CFO and as an investment banker. In addition, he served as a senior investment banker with regional and national investment banking firms completing many transactions for emerging growth companies. Bailey earned his B.A. and MBA from the University of Texas at Austin.

L. Allen Wheeler - Director

Mr. Wheeler has served as a Director of CareView since January 2006. Mr. Wheeler has been a private investor for over 40 years with interests in nursing homes, real estate, cable, television and radio stations, real estate and ranching. Mr. Wheeler is former Chairman of the Board of Texoma Medical Center and former President of the Durant Industrial Authority. Mr. Wheeler earned his B.A. from Southeastern Oklahoma State University.

Kyle Johnson - Director of Technology

Kyle Johnson has served as the Company’s Director of Technology since August 2006 and is responsible for the design and development of the Company’s Room Control Platform and deployment of systems to hospitals. From June 2004 to August 2006, he served as Senior Product Manager of Cadco Systems, a company that specializes in broadband electronic design and manufacturing. From February 2000 to June 2004, Mr. Johnson served as General Manager and Chief Engineer for 391 Communications, a company that is a service provider to cable and wireless cable companies. Mr. Johnson is the son of Steven Johnson, the Company’s President.

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Matthew Clark - Director of Software Development

Matthew Clark has served as the Company’s Director of Software Development since October 2008 and is responsible for software development, personnel and technical infrastructure, and customer support. From October 2007 to October 2008, Mr. Clark served as Senior Manager of Engineering for EMC Corporation, a U.S. Fortune 500 company and provider of information infrastructure systems, software and services. From January 2001 to October 2007, Mr. Clark served in various capacities at Voyence, Inc., a technology solutions company that was acquired by EMC Corporation in 2007, including Director of Reporting and Maintenance Development, Director of Quality Assurance, and Development Manager. Mr. Clark earned his BBA, Management Information Systems and Accounting at Baylor University.

Other Directorships

Other than as indicated within this section at Business Experience , none of the Company’s directors hold or have been nominated to hold a directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act (the “Act”) or subject to the requirements of Section 15(d) of the Securities Act of 1933 or any or any company registered as an investment company under the Investment Company Act of 1940.

Involvement in Certain Legal Proceedings

Currently, and for the past five years, none of our directors or executive officers have been involved in any legal proceeding concerning (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

Committees of the Board

Advisory Board

On February 13, 2008, the Company approved a charter for an advisory board to its Board of Directors (“Advisory Board”) that will be comprised of no less than three members to be appointed by the Company’s Board of Directors. Each member shall serve one (1) year from the date of appointment; however, an additional term may be approved by the Company’s Board of Directors. The Board of Directors has the authority, in its sole and absolute discretion, to remove any member of the Advisory Board at any time for any reason with or without cause. The function of the members of the Advisory Board shall be to advise and make non-binding recommendations to the Company’s Board of Directors and its Chief Executive Officer with respect to matters within the areas of each member’s individual expertise and experience.

The members of the Advisory Board shall receive such compensation for their services as the Company’s Board of Directors, in its sole and absolute discretion, shall deem proper. The members of the Advisory Board shall be entitled to reimbursement of reasonable expenses in connection with their services.

The Company’s Board of Directors appointed Craig R. Benson to serve as its initial Chairman without receiving cash remuneration for his services. In connection with his appointment, the Company’s Compensation Committee recommended and the Company’s Board of Directors approved the issuance to Mr. Benson of a

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Non-Qualified Stock Option (the “Option”) for 25,000 underlying shares of the Company’s Common Stock. Vesting of the underlying shares occurs at the rate of one-third of the underlying shares on the first, second, and third anniversary date of issuance of the Option. The Option is exercisable at any time after the vesting period for a period of ten (10) years from the date of issuance at an exercise price of $1.00 per share. Several months after the adoption of the Advisory Board charter, the Company’s Board of Directors decided to postpone appointment of its other members. In the second quarter of 2010, the Company’s Board of Directors began identifying qualified candidates to serve as members of the Advisory Board with Mr. Benson continuing to serve as its Chairman. (See Advisory Board Charter, Exhibit 10.14 , filed herewith and incorporated herein by reference.)

Audit Committee

On December 13, 2007, the Company’s Board of Directors approved a charter for the Audit Committee whose primary function is to provide advice with respect to the Company’s financial matters and to assist the Company’s Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The Audit Committee’s primary duties and responsibilities are to: (i) serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system, (ii) review and appraise the audit efforts of the Company’s independent accountants; (iii) evaluate the Company’s quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management’s establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and the Company’s Board of Directors. (See Audit Committee Charter, Exhibit 10.11 , filed herewith and incorporated herein by reference.)

For the year ended December 31, 2009 and through the filing date of this Registration Statement, the Company’s Audit Committee consisted of two members of the Company’s Board of Directors, namely Allen Wheeler as Chair, and Tommy G. Thompson. Neither member is deemed to be a financial expert. Although the Company’s Board of Directors believes the members will exercise their judgment independently, neither member is totally free of relationships that, in the opinion of the Board of Directors, might interfere with their exercise of independent judgment as a committee member. The Audit Committee’s Chair and members are to be designated annually by a majority vote of the Board of Directors. Any member may be removed at any time, with or without cause, and vacancies may be filled by a majority vote of the Board of Directors. From January 1, 2009 through his resignation on August 4, 2009, David Webb, a former member of the Company’s Board of Directors, served as Chair of the Audit Committee.

Compensation Committee

On December 13, 2007, the Company’s Board of Directors approved a charter for the Compensation Committee whose function is to provide assistance to the Company’s Board of Directors in fulfilling their responsibility to the Company’s shareholders, potential shareholders, and the investment community relating to developing policies and making specific recommendations to the Board of Directors with respect to the direct and indirect compensation of the Company’s executive officers. The goal of such policies is to ensure that an appropriate relationship exists between executive pay and the creation of shareholder value, while at the same time motivating and retaining key employees. The Compensation Committee’s primary duties and responsibilities are to: (i) review and approve the Company’s goals relevant to the compensation of the Chief Executive Officer (“CEO”), evaluate the CEO’s performance with respect to those goals, and set the CEO’s compensation based on that evaluation; (ii) assess the contributions of individual executives and recommend to the Board of Directors levels of salary and incentive compensation payable to them; (iii) compare compensation levels with those of other leading companies in the industry; (iv) grant stock incentives to key employees and administer the Company’s stock incentive plans; (v) monitor compliance with legal prohibition on loans to directors and executive officers; and (vi) recommend to the Board compensation packages for new corporate officers and termination packages for corporate officers as requested. (See Compensation Committee Charter, Exhibit 10.12 , filed herewith and incorporated herein by reference.)

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Two members of the Company’s Board of Directors serve on the Compensation Committee, namely Tommy G. Thompson and Allen Wheeler. Mr. Thompson chairs the Compensation Committee. Although the Company’s Board of Directors believes the members will exercise their judgment independently, neither member is totally free of relationships that, in the opinion of the Board of Directors, might interfere with their exercise of independent judgment as a committee member. The Compensation Committee’s Chair and members are to be designated annually by a majority vote of the Board. Any member may be removed at any time, with or without cause, and vacancies may be filled by a majority vote of the Board. The Company is currently seeking to identify and confirm two additional members to its Board of Directors, which members will be qualified as independent and at least one of whom will be qualified as a financial expert.

Code of Business Conduct and Ethics

On December 13, 2007, the Company’s Board of Directors adopted a Code of Business Conduct and Ethics applicable to all directors and executive officers of the Company. This code is intended to focus the members of the Board of Directors and each executive officer on areas of ethical risk, provide guidance to directors and executive officers to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. All members of the Board of Directors and all executive officers are required to sign this code on an annual basis. (See 2010 Code of Business Conduct and Ethics, Exhibit 14.00 , filed herewith and incorporated herein by reference.)

Code of Ethics for Financial Executives

On December 13, 2007, the Company’s Board of Directors adopted a Code of Ethics applicable to all financial executives and any other senior officer with financial oversight responsibilities. This code governs the professional and ethical conduct of the Company’s financial executives, and directs that they: (i) act with honesty and integrity; (ii) provide information that is accurate, complete, objective, relevant, and timely; (iii) comply with federal, state, and local rules and regulations; (iv) act in good faith with due care, competence and diligence; and (v) respect the confidentiality of information acquired in the course of their work and not use the information acquired for personal gain. All of the Company’s financial executives are required to sign this code on an annual basis. (See 2010 Code of Ethics for Financial Executives, Exhibit 14.01 , filed herewith and incorporated herein by reference.)

Insider Trading Policy

On December 13, 2007, the Company’s Board of Directors adopted an Insider Trading Policy applicable to all directors and officers. Insider trading generally refers to the buying or selling of a security in breach of a fiduciary duty or other relationship of trust and confidence while in possession of material, non-public information about the security. Insider trading violations may also include ‘tipping’ such information, securities trading by the person ‘tipped,’ and securities trading by those who misappropriate such information.

The scope of insider trading violations can be wide reaching. As such, our Board of Directors has adopted an Insider Trading Policy that outlines the definitions of insider trading, the penalties and sanctions determined, and what constitutes material, non-public information. Illegal insider trading is against the policy of the Company as such trading can cause significant harm to the reputation for integrity and ethical conduct of the Company. Individuals who fail to comply with the requirements of the policy are subject to disciplinary action, at the sole discretion of the Company, including dismissal for cause. All members of the Company’s Board of Directors and all executive officers are required to ratify the terms of this policy on an annual basis. (See Insider Trading Policy, Exhibit 10.13 , filed herewith and incorporated herein by reference.)

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Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires directors, officers, and the persons who beneficially own more than 10% of Common Stock of certain companies to file reports of ownership and changes in ownership with the Commission. Our Company is not currently required to file these reports; however, we will be required to make such filings upon this Registration Statement becoming effective.

Summary Compensation Table

The table below shows compensation information for services rendered by the Company’s executive officers for the fiscal year ended December 31, 2009. The following information includes the dollar value of base salaries, bonus awards, the number of non-qualified stock options (“Options”) granted and certain other compensation, if any, whether paid or deferred. The following information includes the aggregated Options granted to the Company’s executive officers to date pursuant to the CareView Communications, Inc. 2007 Stock Incentive Plan (the “2007 Plan”) and the CareView Communications, Inc. 2009 Stock Incentive Plan (the “2009 Plan”). (See CareView Communications, Inc. 2007 Stock Incentive Plan, Exhibit 10.09 , and CareView Communications, Inc. 2009 Stock Incentive Plan, Exhibit 10.42 , filed herewith and incorporated herein by reference.)

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Outstanding Equity Awards at Fiscal Year End and To Date

The table below shows outstanding equity awards for the Company’s executive officers as of the fiscal year ended December 31, 2009 and through the filing date of this Registration Statement, which equity awards consists solely of ten-year, non-qualified stock options issued under the 2007 Plan and the 2009 Plan (the “Options”). To date, no executive officers have exercised their Options.

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Consulting Agreements with Executive Officers

On September 1, 2007, CareView-TX entered into a Consulting Agreement with John R. Bailey to serve as consultant and as the Company’s Chief Financial Officer for an annual compensation of $150,000. The Consulting Agreement contained a non-competition clause for an eighteen (18) month period after termination with a termination date of October 1, 2008. On October 1, 2008, the parties entered into an extension whereby the termination date was extended to December 31, 2008. (See Consulting Agreement with John R. Bailey, Exhibit 10.04 and Extension of Consulting Agreement with John R. Bailey, Exhibit 10.18 , filed herewith and incorporated herein by reference.)

On September 1, 2007, CareView-TX entered into a Consulting Agreement with Steven G. Johnson to serve as consultant and as the Company’s President for an annual compensation of $180,000. The Consulting Agreement contained a non-competition clause for an eighteen (18) month period after termination with a termination date of October 1, 2008. On October 1, 2008, the parties entered into an extension whereby the termination date was extended to December 31, 2008. (See Consulting Agreement with Steven G. Johnson, Exhibit 10.05 and Extension of Consulting Agreement with Steven G. Johnson, Exhibit 10.19 , filed herewith and incorporated herein by reference.)

On September 4, 2007, CareView-TX entered into a Consulting Agreement with Samuel A. Greco to serve as consultant and as the Company’s Chief Executive Officer for an annual compensation of $150,000. The Consulting Agreement contained a non-competition clause for an eighteen (18) month period after termination with a termination date of October 1, 2008. On October 1, 2008, the parties entered into an extension whereby the termination date was extended to December 31, 2008. (See Consulting Agreement with Samuel A. Greco, Exhibit 10.06 and Extension of Consulting Agreement with Samuel A. Greco, Exhibit 10.20 , filed herewith and incorporated herein by reference.)

Employment Agreements with Executive Officers

The Company executed employment agreements on October 1, 2008 with effective dates of January 1, 2009 with four employees; namely, Samuel A. Greco as Chief Executive Officer, Steven G. Johnson as President and Chief Operating Officer, John R. Bailey as Executive Vice President, Chief Financial Officer, Treasurer, and Secretary, and Kyle Johnson as Director of Technical Operations.

The employment agreements for Mr. Greco and Mr. Steven Johnson are substantially the same, calling for a base salary of $250,000 per year, bonuses at the discretion of the Board of Directors, a two-year term beginning on January 1, 2009 and ending on December 31, 2010, a severance provision, and an automatic renewal unless canceled by either party. (See Employment Agreement for Samuel A. Greco, Exhibit 10.21 and Employment Agreement for Steven G. Johnson, Exhibit 10.22 , filed herewith and incorporated herein by reference.)

The employment agreements for Mr. Bailey and Mr. Kyle Johnson were substantially the same, calling for a base salary of $185,000 and $100,000 a year respectively, bonuses at the discretion of the Board of Directors, a one-year term beginning on January 1, 2009 and ending on December 31, 2009, and a severance provision. On July 31, 2009, the Company notified Mr. Bailey and Mr. Kyle Johnson that it did not intend to renew their respective employment agreements at the end of the term on December 31, 2009. In conjunction with the non-renewal, the Company agreed to immediately vest all underlying shares of a non-qualified stock option previously issued to Mr. Kyle Johnson for 100,000 underlying shares of the Company’s Common Stock, and agreed to extend the exercise period upon termination for any cause on the prior non-qualified options issued to Mr. Kyle Johnson and Mr. Bailey from a period of ninety (90) days to three (3) years. (See Employment Agreement for John Bailey, Exhibit 10.23 , and Employment Agreement for Kyle Johnson, Exhibit 10.24 , filed herewith and incorporated herein by reference.)

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Director Compensation

The Company does not pay cash fees to directors who attend regularly scheduled and special board meetings; however, we may reimburse out-of-state directors for costs associated with travel and lodging to attend such meetings. Our directors may also be granted non-qualified stock options (“Options”) from time to time under the Company’s stock incentive plan. The following table shows stock compensation paid to the Company’s directors for services rendered through December 31, 2009.

Compensation Committee Interlocks and Insider Participation

For the year ended December 31, 2009 and through the filing date of this Registration Statement, the Company’s Compensation Committee consisted of two members of the Company’s Board of Directors, namely, Tommy G. Thompson (as Chair) and Allen Wheeler. From January 1, 2009 through his resignation on August 4, 2009, Henry Burkhalter, a former member of the Company’s Board of Directors, served as Chair of the Compensation Committee.

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Except for the transactions described below, none of our directors, officers or principal shareholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has or will materially affect us during the year ended December 31, 2009 and through the date of this Registration Statement.

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Consulting Agreements

The Company executed consulting agreements on September 1, 2007 with Samuel A. Greco, Steven G. Johnson and John R. Bailey to serve as consultants and as the Company’s executive officers. The consulting agreements terminated on December 31, 2008, as extended. (See Consulting Agreements, Exhibits 10.04 through 10.06 inclusive.)

Employment Agreements

The Company executed employment agreements on October 1, 2008 with effective dates of January 1, 2009 for four employees; namely, Samuel A. Greco as Chief Executive Officer, Steven G. Johnson as President and Chief Operating Officer, John R. Bailey, as Chief Financial Officer, Executive Vice President, Treasurer, and Secretary, and Kyle Johnson as Director of Technical Operations.

The employment agreements for Mr. Greco and Mr. Steven Johnson are substantially the same, calling for a base salary of $250,000 per year, bonuses at the discretion of the Board of Directors, a two-year term beginning on January 1, 2009 and ending on December 31, 2010, a severance provision, and an automatic renewal unless canceled by either party. (See Employment Agreement for Samuel A. Greco, Exhibit 10.21 and Employment Agreement for Steven G. Johnson, Exhibit 10.22 , filed herewith and incorporated herein by reference.)

The employment agreements for Mr. Bailey and Mr. Kyle Johnson were substantially the same, calling for a base salary of $185,000 and $100,000 a year respectively, bonuses at the discretion of the Board of Directors, a one-year term beginning on January 1, 2009 and ending on December 31, 2009, and a severance provision. On July 31, 2009, the Company notified Mr. Bailey and Mr. Kyle Johnson that it did not intend to renew their respective employment agreements at the end of the term on December 31, 2009. In conjunction with the non-renewal, the Company agreed to immediately vest all underlying shares of a previously issued non-qualified stock option to Mr. Kyle Johnson for 100,000 shares of the Company’s Common Stock, and agreed to extend the exercise period upon termination for any cause on the previously issued non-qualified options to Mr. Kyle Johnson and Mr. Bailey from a period of ninety (90) days to three (3) years. (See Employment Agreement for John R. Bailey, Exhibit 10.23 , and Employment Agreement for Kyle Johnson, Exhibit 10.24 , filed herewith and incorporated herein by reference.)

Agreement with Tommy G. Thompson, Chairman

Under the Subscription and Investor Rights Agreement dated February 28, 2005 between CareView LLC, T2, Mr. Thompson, and other members of T2, Mr. Thompson agreed to serve as the Chairman of the Board of CareView LLC for an initial service period of February 28, 2005 through May 31, 2008 which service period would continue in an evergreen fashion for successive three year terms. In addition to serving as Chairman, other responsibilities were to be provided by Thompson; however, he was not required to spend more than 25% of his business related time in his capacity as Chairman or by providing other services to CareView LLC. As consideration for those services to be rendered under Article IV of the Subscription Agreement (the “Article IV Payments”), Thompson was to be paid an Annual Base Payment of not less than $300,000 of which $100,000 was to be paid directly to T2 and $200,000 was to be paid to Akin Gump Strauss Hauer & Feld, LLP, a law firm with which Thompson is associated. In addition to the Annual Base Payment, terms provided for Thompson to receive other perquisites and benefits comparable to CareView LLC senior executives, reimbursement of travel and related expenses, and reimbursement of legal fees and expenses in association with the preparation and closing of the Subscription Agreement. Although Thompson began his service as Chairman, he was not required to provide any of the other services under the Subscription Agreement; however, neither he nor T2 would receive the Annual Base Payments or 5% AGII until the occurrence of two conditions subsequent to the Subscription Agreement; namely (i) the Company receiving financing and capitalization sufficient to adequately capitalize the Company, and (ii) the Company signing contracts with two federal hospitals and one private sector hospital. Once the two subsequent conditions had been fulfilled, the amount of the Annual Base

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Payment would be retroactively applied from March 1, 2005 until the date of the fulfillment of the subsequent condition even though Thompson and T2 might not have provided services under the Subscription Agreement during that time. If Thompson’s services as Chairman were terminated by CareView LLC, T2 would be paid a lump sum on the end date of the service period equal to two year’s worth of the Annual Base Payment in effect at the time of termination.

CareView LLC converted to a Texas corporation (“CareView-TX”) and the Subscription Agreement was assigned and assumed by CareView-TX under the terms of the Assignment and Assumption Agreement and Consent (“Assumption Agreement”) dated October 29, 2007 between T2, Thompson, and CareView-TX. In addition, the Assumption Agreement provided that the Article IV Payments were assigned to and assumed by Thompson personally. Subsequently, Thompson waived the accrual and any past or future obligations of CareView-TX to pay the Article IV Payments.

On August 20, 2010, the Company entered into a Revocation and Substitution Agreement with T2, Thompson and other members of T2 (the “Agreement”). In exchange for the revocation of the Subscription Agreement by Thompson, the Company agreed to issue to Thompson a five-year Common Stock Purchase Warrant (“Warrant”) to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share and a one-third portion of an aggregated 1   ¹ / 2 % Gross Income Interest on all revenues (without deductions of any kind) of the Company and its subsidiaries, which income interest is retroactive to the date of the Subscription Agreement. (See further information at Subscription and Investor Rights Agreement with T2 Consulting, LLC and Tommy G. Thompson beginning at page 22 herein and Subscription and Investor Rights Agreement, Exhibit 10.00 , Assignment and Assumption Agreement and Consent, Exhibit 10.08 , Letter of Wavier from Tommy G. Thompson, Exhibit 10.63 and Revocation and Substitution Agreement, Exhibit 10.64 , filed herewith and incorporated herein by reference.)

LockUp Agreements

In February 2009, the Company’s board of directors ratified and approved LockUp Agreements between the Company and 14 individuals or entities covering an aggregate of 87,115,455 shares of its Common Stock. Terms of the LockUp Agreements call for the shareholders to refrain from selling shares in order to encourage an orderly trading market for the Company’s Common Stock. The LockUp Agreements terminated in December 2009 after which the shareholders agreed not to dispose of or sell more than 2.5% of their holdings per quarter for the next twelve-month period. Two of the shareholders were permitted to sell up to 25% of their holdings per quarter for the twelve-month period after termination. The LockUp Agreements terminate upon any change of control of more than 50% of the Company’s outstanding shares. As of the date of this Registration Statement, the Company estimates that approximately 15,000,000 of the locked up shares have been sold in accordance with the terms of the LockUp Agreements and an additional 1,958,041 shares are eligible for sale per quarter. (See form of LockUp Agreement, Exhibit 10.28 , filed herewith and incorporated herein by reference.)

Non-qualified Stock Options

From January 1, 2009 through the filing of this Registration Statement, the Company has issued Non-Qualified Stock Options to its executive officers, directors, significant employees, and non-executive employees. (See Item 10. Recent Sales of Unregistered Securities – Stock Options Issued to Directors, Executive Officers, and Significant Employees and Stock Options Issued to Non-Executive Employees beginning at page 48 herein.)

Loans to CareView from Affiliates

On April 28, 2009 and June 3, 2009, the Company issued promissory notes for $83,334 and $30,000 respectively (the “Notes”) to David Webb, a director of the Company at the time of issuance. The Notes accrued interest at the rate of twelve percent (12%) per annum. As of March 31, 2010, the principal and interest under

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the Notes in the aggregate of approximately $125,373 was converted into an aggregate of 241,104 shares of the Company’s Common Stock at a price of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See Note to David Webb for $83,334, Exhibit 10.29 and Note to David Webb for $30,000, Exhibit 10.35 , filed herewith and incorporated herein by reference.)

On April 28, 2009, the Company issued a promissory note for $83,333 (the “Note”) to Allen Wheeler, a director of the Company. The Note accrued interest at the rate of twelve percent (12%) per annum. As of March 31, 2010, the principal and interest under the Note of approximately $92,566 was converted into 178,013 shares of the Company’s Common Stock at a price of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See Note to Allen Wheeler for $83,333, Exhibit 10.30 , filed herewith and incorporated herein by reference.)

On May 28, 2009, the Company issued a promissory note for $1,500 (the “Note”) to S.J. Capital, LLC, a company controlled by our President, Steven G. Johnson, which Note accrued interest at the rate of twelve percent (12%) per annum. The Company paid the Note in full on May 10, 2010. (See Note to S. J. Capital for $1,500, Exhibit 10.32 , filed herewith and incorporated herein by reference.)

On June 3, 2009, the Company issued a promissory note for $28,600 (the “Note”) to Steven G. Johnson, the Company’s President, which Note accrued interest at the rate of twelve percent (12%) per annum. The Company paid the Note in full on May 10, 2010. (See Note to Steve Johnson for $20,000, Exhibit 10.36 , filed herewith and incorporated herein by reference.)

On June 16, 2009, the Company issued a promissory note for $20,000 (the “Note”) to Recap Group, LLC, a limited liability company controlled by David Webb, a director of the Company at the time of issuance. The Note accrued interest at the rate of twelve percent (12%) per annum. As of March 31, 2010, the principal and interest under the Note of approximately $21,894 was converted into 42,103 shares of the Company’s Common Stock at a price of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See Note for Recap for $20,000, Exhibit 10.37 , filed herewith and incorporated herein by reference.)

Director Independence

Two members of the Company’s Board of Directors serve on the Compensation Committee and Audit Committee, namely Tommy Thompson and Allen Wheeler. Mr. Thompson chairs the Compensation Committee and Mr. Wheeler chairs the Audit Committee. Neither Mr. Wheeler nor Mr. Thompson is deemed the ‘financial expert’ for purposes of serving on the Audit Committee. Both members are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as a committee member. (For further information, see Item 5. Directors and Executive Officers – Audit Committee and Compensation Committee beginning at page 36 herein.)

Promoters and Certain Control Persons

None.

The Company filed a complaint on April 15, 2009 in the United States District Court for the Eastern District of Texas, Sherman Division, against Silicon Standard Corporation (“Silicon”) and its Chief Executive Officer, Howard Kuo, for breach of contract and fraud relative to the manufacture of the Company’s Room Control Platform. Silicon subsequently filed a counterclaim against the Company and also brought suit against Steven G. Johnson (“Johnson”), the Company’s President. Silicon’s suit against the Company and Johnson included among other allegations a demand for alleged damages consisting of lost profits, excess inventory, additional labor and added engineering. All parties settled the litigation on May 20, 2010 and the Court

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dismissed the actions on June 30, 2010. Terms of the confidential settlement included, among other things, the issuance to Silicon of twenty-five thousand (25,000) shares of the Company’s Common Stock and mutual releases between the parties.

On July 14, 2010, The EMG Irrevocable Trust dated February 19, 2009, and Shelly Lynn Sands, Trustee of the EMG Irrevocable Trust (“Plaintiffs”) filed a complaint in the Superior Court of the State of Arizona in and for the County of Maricopa against the Company and its subsidiary, its transfer agent, its Chief Financial Officer, consultants and agents of the Company, and shareholders of the Company (“Defendants”), claiming among other things, negligence, securities fraud, fraud in investment advisory services, and breach of fiduciary duty. The complaint involves a dispute relative to a private stock transaction between the beneficiary of the Trust and a shareholder of the Company. Plaintiffs seek damages in an amount to be determined at trial, but in no event less than $250,000. The Company has engaged legal counsel on its behalf and on behalf of the other Defendants to defend the lawsuit and to file a third party claim against the beneficiary. Counsel does not believe that there are any meritorious claims against the Company or its agents.

Market Information

Our Common Stock is traded on the Pink OTC Market under the symbol “CRVW.” The following table shows the high and low closing bid prices of our Common Stock for each quarter ended during the last two fiscal years and the first and second quarters of 2010. The below quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

On August 20, 2010, the last sale price of our Common Stock reported by OTC Markets was $1.72.

Holders

Records of our stock transfer agent indicate that as of August 19, 2010, we had approximately 211 record holders of our Common Stock with 207 holders of lots of 100 or more shares. The number of registered shareholders excludes any estimate by us of the number of beneficial owners of shares of Common Stock held in “street name.” We estimate that there are approximately1,152 beneficial shareholders who hold their shares in street name. As of August 19, 2010, we had 126,745,215 shares of our Common Stock issued and outstanding.

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Dividends

We do not anticipate that we will declare or pay any dividends in the foreseeable future. Our current policy is to retain earnings, if any, to fund operations, and the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon our financial condition, operation results, capital requirements, applicable contractual restrictions, restrictions in our organizational documents, and any other factors that our Board of Directors deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

Effective April 1, 2005, CareView-TX established a non-qualified stock option plan (the “2005 Plan”) pursuant to which 238,625 shares of Common Stock were reserved for issuance upon the exercise of options. The 2005 Plan was designed to serve as an incentive for retaining qualified and competent key employees and officers, and the director of the Company. Under the 2005 Plan, CareView-TX issued 31,818 options to an individual in June 2005 and aggregate of 92,886 options to eight individuals in 2007.

Effective December 3, 2007, the Company established the CareView Communications, Inc. 2007 Stock Incentive Plan (the “2007 Plan”) pursuant to which 8,000,000 shares of Common Stock was reserved for issuance upon the exercise of options. In conjunction with the creation of the 2007 Plan, the 2005 Plan was cancelled, all outstanding options under the 2005 Plan were cancelled, and replacement options were granted under the 2007 Plan on a one for 64.2036 basis. Pursuant to the terms of the 2005 Plan, all outstanding options were vested immediately as a result of the change in control experienced pursuant to the CareView Acquisition Agreement. The 2007 Plan was designed to serve as an incentive for retaining qualified and competent key employees, officers and directors, and certain consultants and advisors of the Company. Under the 2007 Plan, the Company issued non-qualified stock options for the purchase of 7,990,000 underlying shares of the Company’s Common Stock and closed the 2007 Plan. (See CareView Communications, Inc. 2007 Stock Incentive Plan, Exhibit 10.09 and form of Non-Qualified Stock Option, Exhibit 10.10, filed herewith and incorporated herein by reference

On September 30, 2009, the Company established the CareView Communications, Inc. 2009 Stock Incentive Plan (the “2009 Plan”) pursuant to which 10,000,000 shares of Common Stock was reserved for issuance upon the exercise of options. The 2009 Plan was designed to serve as an incentive for retaining qualified and competent key employees, officers and directors, and certain consultants and advisors of the Company. Under the 2009 Plan, the Company has issued options to date for an aggregate of 2,453,056 underlying shares of the Company’s Common Stock. (See CareView Communications, Inc. 2009 Stock Incentive Plan, Exhibit 10.42 , filed herewith and incorporated herein by reference.)

The 2007 Plan and 2009 Plan are administered by the Compensation Committee of our Board of Directors, which shall determine: (i) the persons to be granted stock options under the Plan; (ii) the number of shares subject to each option and the exercise price of each option; (iii) whether the stock option will be exercisable at any time during the option period of ten (10) years or whether it shall be exercisable in installments or by vesting only. The following table shows the number of securities to be issued upon exercise of outstanding stock options under equity compensation plans approved by the Company’s shareholders, which plans do not provide for the issuance of warrants or other rights.

(Table of Equity Compensation Plans follows. )

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Shares Issued by Ecogate, Inc. for Services Rendered

In 2003, the three principal officers of Ecogate, Inc. (“Ecogate”) were issued an aggregate of 560,000 shares of Ecogate’s Series A Preferred Stock in exchange for an aggregate of $560,000 in unpaid salaries. Each share of Series A Preferred Stock was convertible into shares of Ecogate’s Common Stock on a one for one basis. In addition, two of the principal officers were issued an aggregate of 1,115,673 shares of Ecogate’s Series B Preferred Stock in exchange for unpaid salaries and licensing royalties of $951,114 and in settlement of notes payable of $164,559. Each share of Series B Preferred was convertible into shares of Ecogate’s Common Stock at a rate of fifty (50) shares of Common Stock for one (1) share of Series B Preferred. On September 19, 2007, Ecogate converted the outstanding shares of Series A and Series B Preferred Stock into 560,000 and 111,517,300 shares of Common Stock respectively. There were no further issuances of either Series A or Series B Preferred Stock and the series were closed.

On August 27, 2007, pursuant to a board resolution executed on November 20, 2006, Ecogate issued an aggregate of 21,000,000 pre-split (84,000 post-split) shares of its Common Stock, as follows: (i) 4,000,000 pre-split (16,000 post-split) shares in exchange for legal services provided prior to December 1, 2004 and 2,000,000 shares in exchange for legal services provided between December 2, 2004 and November 20, 2006; (ii) 6,000,000 pre-split (24,000 post-split) shares in exchange for accounting services provided through November 20, 2006; (iii) 8,000,000 pre-split (32,000 post-split) shares in exchange for consulting services provided through November 20, 2006; and (iv) 1,000,000 pre-split (4,000 post-split) shares for consulting services provided prior to December 1, 2004.

On September 14, 2007, Ecogate issued an aggregate of 20,000,000 pre-split (80,000 post-split) shares of its Common Stock to two individuals in exchange for an aggregate of $20,000 in legal and accounting services rendered to the Company from January 1, 2006 through August 30, 2007.

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On September 27, 2007, Ecogate affected a reverse stock split of the outstanding shares of its Common Stock on a 1 for 250 basis. After taking into account the rounding of shares, Ecogate had 825,921 shares of its Common Stock issued and outstanding after the reverse stock split.

Shares Issued Pursuant to the CareView Acquisition Agreement

On September 28, 2007, the Company entered into the CareView Acquisition Agreement. (See Item 1, Business, Historical Overview beginning at page 4 herein and Securities Exchange Agreement, Exhibit 2.0 , filed herewith and incorporated herein by reference.) Pursuant to the terms and conditions thereof:

Debt Securities and Shares Issued upon Conversion

On September 15, 2006, CareView-TX issued Promissory Notes (“Notes”) to each member of its Board of Directors, either directly or through entities controlled by them, for loans to CareView-TX in the aggregate of $1,076,416. The interest rate on the Notes was ten percent (10%) per annum payable on the maturity date of September 15, 2008. The Notes were assumed by the Company pursuant to the CareView Acquisition Agreement. On September 29, 2008, the Company converted the Notes in the aggregate of $1,350,496 in principal and accrued interest through August 31, 2008 and approved the issuance of an aggregate of 2,597,109 shares of the Company’s Common Stock at a conversion rate of $0.52. Also on September 29, 2008, the Company approved the issuance of 576,923 shares of the Company’s Common Stock to an entity upon the conversion of a contract payable for $300,000 at a conversion rate of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See form of Promissory Note, Exhibit 10.02 and Purchase Agreement with Cole Investment Hospital Group, Exhibit 10.03 , filed herewith and incorporated herein by reference.)

On October 17, 2007, the Company issued Subordinated Convertible Notes (the “Notes”) to an entity and an individual in the aggregate of $1,000,000 with due dates of September 30, 2010. The Notes accrued interest at the rate of ten percent (10%) per annum, payable at maturity, and were convertible into shares of the Company’s Common Stock at a fixed conversion price of $0.51835 per share. As of June 1, 2009, the principal and interest under the Notes in the aggregated amount of $1,168,084 was converted into an aggregate of 2,253,464 shares of the Company’s Common Stock. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. ( See form of Subordinated Convertible Note, Exhibit 10.07 , filed herewith and incorporated herein by reference.)

On October 2, 2008 and December 22, 2008, the Company issued six percent (6%) Promissory Notes (“Notes”) with an accompanying Common Stock Purchase Warrant (“Warrant”) for bridge loans in the aggregate of $1,500,000. In connection therewith, the Company issued Warrants to the noteholders to purchase

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an aggregate of 1,925,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. On May 29, 2009, the Company and the noteholders entered into an Amendment Agreement which extended the maturity date of the Notes to January 15, 2010 in exchange for the issuance of additional Warrants to the noteholders on a pro-rata basis for the purchase of an aggregate of 3,375,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. On August 25, 2009, the Company and one of the noteholders entered into an Amendment Agreement under which the noteholder loaned the Company an additional $26,000 (the “Additional Note”) in exchange for a Warrant to purchase 58,500 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. On January 14, 2010, the Company and the noteholders entered into another agreement whereby the maturity date was further extended to June 15, 2010 (the “Extension Agreement”) in exchange for the issuance for a Warrant to be issued to the noteholders on a pro-rata basis for the purchase of an aggregate of 33,333 underlying shares per day from January 15, 2010 until the Notes were paid in full (the “Extension Warrants”). As of March 31, 2010, the Company converted the principal of the Notes and the Additional Note, including the accrued but unpaid interest, into an aggregate of 3,109,487 shares of the Company’s Common Stock at a conversion price of $0.52 per share. The Company also issued Extension Warrants for the purchase of an aggregate of 2,558,515 underlying shares of the Company’s Common Stock. None of the Warrants or Extension Warrants have been exercised. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See form of 6% Promissory Note, Exhibit 10.25, form of Common Stock Purchase Warrant, Exhibit 10.26, Amendment Agreement with Noteholders of 6% Promissory Notes, Exhibit 10.33, Amendment Agreement, Exhibit 10.39, and Extension Agreement with Noteholders of Bridge Loans, Exhibit 10.54, filed herewith and incorporated herein by reference.)

On April 28, 2009 and June 3, 2009, the Company issued promissory notes for $83,334 and $30,000 respectively (the “Notes”) to David Webb, a director of the Company at the time of issuance. The Notes accrued interest at the rate of twelve percent (12%). As of March 31, 2010, the principal and interest under the Notes in the aggregate of approximately $125,373 was converted into an aggregate of 241,104 shares of the Company’s Common Stock at a price of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See Note to David Webb for $83,334, Exhibit 10.29 and Note to David Webb for $30,000, Exhibit 10.35 , filed herewith and incorporated herein by reference.)

On April 28, 2009, the Company issued a promissory note for $83,333 (the “Note”) to Allen Wheeler, a director of the Company. The Note accrued interest at the rate of twelve percent (12%). As of March 31, 2010, the principal and interest under the Note of approximately $92,566 was converted into 178,013 shares of the Company’s Common Stock at a price of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See Note to Allen Wheeler for $83,333, Exhibit 10.30 , filed herewith and incorporated herein by reference.)

On June 16, 2009, the Company issued a promissory note for $20,000 (the “Note”) to Recap Group, LLC, a limited liability company controlled by David Webb, a director of the Company at the time of issuance. The Note accrued interest at the rate of twelve percent (12%). As of March 31, 2010, the principal and interest under the Note of approximately $21,894 was converted into 42,103 shares of the Company’s Common Stock at a price of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See Note to Recap Group, LLC for $20,000, Exhibit 10.37 , filed herewith and incorporated herein by reference.)

From June 26, 2009 to March 30, 2010, a shareholder of the Company loaned the Company funds under a short-term loan in the aggregate of $190,000 (the “Loan”). The Loan accrued interest at the rate of twelve percent (12%). As of March 31, 2010, the principal and interest under the Loan of approximately $203,103 was converted into 390,583 shares of the Company’s Common Stock at a price of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act.

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Shares Canceled

On September 4, 2007, pursuant to a Consulting Agreement (the “Agreement”) between CareView-TX and Samuel A. Greco, the Company’s Chief Executive Officer, Mr. Greco was eligible to earn a performance bonus option equal to a maximum of 57,376 underlying shares of CareView-TX’s common stock exercisable at the then existing per share fair market value. The terms of the Agreement also provided that Mr. Greco would receive 13,522 shares of CareView-TX in exchange for $56,580 and a 6% per annum promissory note for $325,857. Subsequent to the issuance of these shares, the CareView Acquisition mentioned herein was consummated and Mr. Greco exchanged his 13,522 shares of CareView-TX for 868,161 shares of the Company. After consummating the CareView Acquisition Agreement, it was determined that executive officers and directors of public companies are prohibited from receiving personal loans or extensions of credit from the Company. Therefore, the Company’s Board of Directors determined that it was in the best interest of the Company for Mr. Greco to return the 739,754 shares purchased under the promissory note in exchange for the Company returning the promissory note marked ‘Cancelled.’ The Company canceled the 739,754 shares and returned them to the authorized but unissued shares of the Company. Subsequently, to make Mr. Greco whole for the shares that he returned, certain entities (some of which were controlled by members of the Company’s Board of Directors), transferred an aggregate of 739,754 shares to Mr. Greco. (See Consulting Agreement with Samuel A. Greco, Exhibit 10.06 , filed herewith and incorporated herein by reference.)

On December 30, 2008, the Company accepted the return of 201,923 shares of Common Stock from an individual in satisfaction of commissions previously advanced totaling $105,000, or an effective price of $0.52 per share. The Company canceled the shares and returned them to the authorized but unissued shares of the Company. This transaction was not part of a publicly announced plan or program and there are no other shares that the Company plans to purchase.

Shares and Warrants Issued for Services Rendered

Listed within this subsection is information regarding shares of the Company’s Common Stock and Common Stock Purchase Warrants (“Warrants”) issued by the Company for services rendered. (For further information, see form of Common Stock Purchase Warrant, Exhibit 10.26 , filed herewith and incorporated herein by reference.)

On May 20, 2008, the Company entered into a three-month, non-exclusive investment banking services agreement (the “Peak Agreement”) with Peak Securities Corporation (“Peak”). Peak was introduced to the Company through Develo Financial Group, LLC, an Arizona limited liability company (“Develo”), with whom the Company was planning to conduct its upcoming June 2008 Offering (as more fully described below in Shares Sold in Offerings at page 52 herein ). Under terms of the Peak Agreement, Peak was to receive a cash fee of ten percent (10%) of the dollar amount of any equity funding obtained for the Company in addition to a Warrant equal to eight percent (8%) of the funding. In connection with the June 2008 Offering, the Company paid Peak a non-refundable retainer of $5,000 and an aggregate of approximately $102,000 in commissions, escrow fees and placement fees. Peak failed to fully perform under the Peak Agreement and upon the mutual agreement of Peak, Develo and the Company, the Company issued Develo a five-year Warrant dated February 17, 2009 for 148,000 underlying shares of the Company’s Common Stock with an exercise price of $0.52 per share, which Warrant was issued pursuant to the June 2008 Offering and in satisfaction of Warrants due under the Peak Agreement and the October 2008 Develo Agreement (as more fully described in the following paragraph). (See Investment Banking Services Agreement with Peak Securities, Exhibit 10.15 , filed herewith and incorporated herein by reference.)

On October 1, 2008, the Company engaged Develo to provide investment banking services on a non-exclusive basis for a period of six (6) months, terminating on April 1, 2009 (the “October 2008 Develo Agreement”). Under the October 2008 Develo Agreement, the Company agreed to pay Develo (i) a cash fee of ten percent (10%) of the total amount of equity capital raised and closed during the term of the agreement, (ii) a cash fee of four percent (4%) of the total debt facility closed during the term of the agreement, (iii) a five-year Warrant to purchase underlying shares of the Company’s Common Stock equal to eight (8%) of the dollar amount of equity issued, and (iv) an additional Warrant equal to five percent (5%) of the total of equity or

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financing received from Develo investors for a period of two (2) years from the date of the October 2008 Develo Agreement. Under the October 2008 Develo Agreement and in connection with the February 2009 Offering (as more fully described below in Shares Sold in Offerings beginning at page 52 herein ), Develo and its agents were paid cash fees of $9,200. As previously mentioned in the above paragraph, in satisfaction of Warrants due under the Peak Agreement and the October 2008 Develo Agreement, the Company issued Develo a five-year Warrant dated February 27, 2009 for 148,000 underlying shares of the Company’s Common Stock with an exercise price of $0.52 per share. (See Letter of Agreement with Develo, Exhibit 10.17 , filed herewith and incorporated herein by reference.)

On May 1, 2009, the Company engaged Develo to provide investment banking services on a non-exclusive for a period of seven (7) months, terminating on December 31, 2009 (the “May 2009 Develo Agreement”). Under the May 2009 Develo Agreement, the Company agreed to pay Develo an equity transaction fee of cash (the “Cash Fee”) based on the amount of equity capital committed and closed during the term of the May 2009 Develo Agreement, of ten percent (10%) of the first $5 million, eight percent (8%) of the next $1 million, seven percent (7%) of the next $1 million, six percent (6%) of the next $1 million, and five percent (5%) of the next $1 million or greater balance. The May 2009 Develo Agreement also called for a cash fee of four percent (4%) of the total debt facility closed during the term of the May 2009 Develo Agreement. As additional compensation, the Company agreed to issue Develo a five-year Warrant to purchase underlying shares of the Company’s Common Stock equal to eight (8%) of the dollar amount of equity issued, and an additional Warrant equal to five percent (5%) of the total of equity or financing received from Develo investors for a period of two (2) years from the date of the May 2009 Develo Agreement. Pursuant to the August 2009 Offering (as more fully described below in Shares Sold in Offerings beginning at page 52 herein ), the Develo Consulting Agreement dated September 1, 2009 (as more fully described below) and the May 2009 Develo Agreement, the Company and Develo mutually agreed to the payment of cash fees of $400,637 to Develo and its agents in exchange for Develo’s waiver of the issuance of the Warrant due under the May 2009 Develo Agreement. (See Letter of Agreement with Develo, Exhibit 10.31 , filed herewith and incorporated herein by reference.)

On June 1, 2009, the Company engaged the law firm of Webb & Webb, P.C. on an hourly basis to represent the Company on general business matters and litigation. The retainer was paid through the issuance of 192,308 shares of the Company’s Common Stock at a price of $0.52 issued to O’Huta Management Trust (the “Retainer Shares”). As services are performed by Webb & Webb, P.C., fifty percent (50%) of the regular charges incurred will be debited first against the retainer with the remaining fees paid in cash. On June 21, 2010, the Company issued Webb & Webb an additional 100,000 Retainer Shares. There is a balance of $58,567 through June 30, 2010. The Retainer Shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act. (See Webb & Webb Engagement Letter, Exhibit 10.34 , filed herewith and incorporated herein by reference.)

On June 25, 2009, the Company issued a Warrant to an individual in exchange for consulting services to the Company. The Warrant to purchase 200,000 underlying shares of the Company’s Common Stock is exercisable for a period of five (5) years from the date of issuance at a price of $0.52 per share and contains provisions for a cashless exercise. The Warrant has not been exercised.

On July 18, 2009, the Company entered into a Cooperative Agreement (the “Agreement”) with Mann Equity, LLC (“Mann Equity”) providing that each party would cooperate in presenting each other potential sources of investment, venture capital funding, and other forms of business opportunities. The term of the Agreement is for a period of one (1) year and will continue on a month-to-month basis thereafter until a thirty (30) day written notice to terminate is provided by either party. The parties are currently working under the month to month arrangement. Terms of the Agreement called for Mann Equity to be compensated (i) with a cash fee equal to five percent (5%) of the gross proceeds of the financing provided and (ii) a five-year Warrant to purchase shares of the Company’s Common Stock equal to eight (8%) of the gross funding potential of the financing provided, which Warrant shall have an exercise price per share equal to securities sold in the financing with accompanying unlimited piggyback registration rights, cashless exercise provisions and anti-dilution

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provisions. In conjunction with the funding by Fountain Fund 2 LP (the “Fountain Funding”) on February 17, 2010, the Company issued Mann Equity a five-year Warrant for 400,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. On April 15, 2010, the Company entered into an Addendum to the Cooperative Agreement with Mann Equity (the “Addendum”) relative to certain fees earned by Mann Equity in connection with the Fountain Funding. Terms of the Addendum included a payment to Mann Equity of $100,000 representing the five percent (5%) that would be due on the minimum required draw on the Fountain Funding. (See Cooperative Agreement with Mann Equity, LLC, Exhibit 10.38 and Addendum to Cooperative Agreement, Exhibit 10.58 , filed herewith and incorporated herein by reference.)

On September 1, 2009, the Company entered into a Consulting Agreement with Develo (the “Develo Consulting Agreement”) which initially expired March 1, 2010, but which was extended to May 1, 2010, under which Develo agreed to serve as placement agent for certain private placements for compensation of a cash commission of one percent (1%) net to Develo and the issuance of a Warrant to purchase 500,000 underlying shares of the Company’s Common Stock. Pursuant to the August 2009 Offering (as more fully described below in Shares Sold in Offerings beginning at page 52 herein ), the Develo Consulting Agreement, and the May 2009 Develo Agreement (as more fully described above), the Company and Develo mutually agreed to the issuance to Develo of a five-year Warrant to purchase 500,000 underlying shares of the Company’s Common Stock at $0.52 per share in exchange for Develo’s waiver of fees due under the Develo Consulting Agreement. The Company also issued a two-year Warrant for 39,683 underlying shares of the Company’s Common Stock at $0.52 per share to an agent of Develo for consulting services rendered in connection with the August 2009 Offering. The Warrants have not been exercised. (See Consulting Agreement, Exhibit 10.40 , filed herewith and incorporated herein by reference.)

As of March 31, 2010, the Company owed $56,000 for consulting services, which sum was converted into 107,692 shares of the Company’s Common Stock at a price of $0.52 per share. The shares were issued in reliance upon an exemption from registration under Section 4(2) of the Securities Act.

On April 20, 2010, the Company issued an individual a five-year Warrant to purchase 10,000 underlying shares of the Company’s Common Stock at $0.80 per share. The Warrant was issued in exchange for financial consulting services rendered and has not been exercised.

On July 8, 2010, the Company issued an individual a two-year Warrant to purchase 39,683 underlying shares of the Company’s Common Stock at $0.52 per share. The Warrant was issued in exchange for consulting services rendered pursuant to the Develo Consulting Agreement of September 1, 2009.

Shares Sold in Offerings

Listed within this subsection is information regarding shares of the Company’s Common Stock sold in private offerings. (For further information, see form of Stock Purchase Agreement, Exhibit 10.16 and form of Common Stock Purchase Warrant, Exhibit 10.26 , filed herewith and incorporated herein by reference.)

In March 2008, the Company accepted subscription agreements from three individuals to purchase an aggregate of 578,760 shares of the Company’s Common Stock at $0.51835 per share for an aggregate purchase price of $300,000. These shares were issued in reliance upon an exemption from registration under Section 4(2) of the Act.

In June 2008, the Company offered 10,000,000 shares of its Common Stock for sale at $0.52 per share for an aggregated offering of $5,200,000 (the “June 2008 Offering”). From June 6, 2008 through October 28, 2008, the Company sold an aggregate of 2,373,923 shares for an aggregate purchase price of $1,234,439. The June 2008 Offering was terminated on October 31, 2008. In connection with the June 2008 Offering, the Company paid Peak a non-refundable retainer of $5,000 and an aggregate of approximately $102,000 in commissions, escrow fees and placement fees. In addition, Develo and the Company agreed to the issuance to Develo of a five-year Warrant dated February 17, 2009 for 148,000 underlying shares of the Company’s

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Common Stock with an exercise price of $0.52 per share, which Warrant was issued in satisfaction of Warrants due under the Peak Agreement and the October 2008 Develo Agreement. The Warrant has not been exercised. The June 2008 Offering was made in reliance on exemptions from registration under Regulation D, Rule 506 of the Securities Act of 1933, as amended, and applicable state securities laws. (See Agreement with Develo Financial Group, LLC, Exhibit 10.17 , filed herewith and incorporated herein by reference.)

On October 14, 2008, the Company entered into an investment banking services agreement with William Blair & Company (“Blair”). Under the agreement, Blair would be paid a placement fee equal to 5.50% of the total consideration received in any private placement it facilitated. The agreement is still in force although no private placements have yet been facilitated by Blair. (See Investment Banking Services Agreement with William Blair & Company, Exhibit 10.27 , filed herewith and incorporated herein by reference.)

In February 2009, the Company offered 20,000,000 shares of its Common Stock for sale at $0.52 per share for an aggregated offering of $10,400,000 (the “February 2009 Offering”). From February 1, 2009 to February 28, 2009, the Company sold an aggregate of 176,924 shares for an aggregate purchase price of $92,000. The February 2009 Offering was terminated on March 1, 2009. Under the October 2008 Develo Agreement and in connection with the February 2009 Offering, Develo and its agents were paid cash fees of $9,200. The February 2009 Offering was made in reliance on exemptions from registration under Regulation D, Rule 506 of the Securities Act of 1933, as amended, and applicable state securities laws.

In August 2009, the Company offered 10,000,000 shares of its Common Stock for sale at $0.52 per share for an aggregated offering of $5,200,000 (the “August 2009 Offering”). On March 26, 2010, the Company’s Board of Directors approved an increase in the number of shares to be offered in the August 2009 Offering to 15,000,000 shares for aggregate gross proceeds of $7,800,000. The Company terminated the August 2009 Offering on April 30, 2010 after selling an aggregate of 13,709,658 shares for an aggregated purchase price of approximately $7,129,022. Pursuant to the August 2009 Offering, the Develo Consulting Agreement, and the May Develo Agreement (as more fully described above), the Company and Develo mutually agreed to the issuance to Develo of a five-year Warrant to purchase 500,000 underlying shares of the Company’s Common Stock at $0.52 per share in exchange for Develo’s waiver of fees due under the Develo Consulting Agreement. In connection with consulting services rendered in the August 2009 Offering, the Company also issued a two-year Warrant for 39,683 underlying shares of the Company’s Common Stock at $0.52 per share to an agent of Develo and issued five-year Warrants for an aggregate of 1,649,000 underlying shares of the Company’s Common Stock at an exercise price of $0.55 per share to Cobola Investments, LLC and its assigns on January 5, 2010. No Warrants have yet been exercised. The August 2009 Offering was made in reliance on exemptions from registration under Regulation D, Rule 506 of the Securities Act of 1933, as amended, and applicable state securities laws. (See Consulting Agreement with Develo Financial Group, Exhibit 10.40 , filed herewith and incorporated herein by reference.)

On September 9, 2009, the Company entered into a one year placement agent agreement with National Securities Corporation (“National Securities”) to raise capital in the form of debt, equity or equity-linked securities. Under the agreement, National Securities would receive a cash placement fee equal to seven percent (7%) of the aggregate sales price of all securities sold in the financing, in addition to a five-year Common Stock Purchase Warrant (the “Warrant”) equal to seven percent (7%) of the number of shares sold in the financing. The Company paid National Securities a non-refundable retainer of $20,000. National Securities did not provide any financing under the agreement and the agreement terminated on September 8, 2010. (See Investment Banking Agreement with National Securities Corporation, Exhibit 10.41 , filed herewith and incorporated herein by reference.)

In July 2010, the Company offered 8,000,000 shares of its Common Stock for sale at $1.25 per share for an aggregated offering of $10,000,000 (the “July 2010 Offering”). To date, the Company has sold an aggregate of 395,000 shares for an aggregated purchase price of $493,750 although the shares have not yet been issued. The July 2010 Offering was made in reliance on exemptions from registration under Regulation D, Rule 506 of the Securities Act of 1933, as amended, and applicable state securities laws.

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Common Stock Purchase Warrants Issued

Listed within this subsection is information regarding the Company’s issuance of Common Stock Purchase Warrants (“Warrants”). (For further information, see form of Common Stock Purchase Warrant, Exhibit 10.26 , filed herewith and incorporated herein by reference.)

On December 13, 2007, the Company issued a Warrant to each of two individuals and one entity for an aggregate of 8,253,309 underlying shares of the Company’s Common Stock. The Warrants are exercisable for a period of three (3) years from the date of issuance at a price of $1.0367 per share. On April 6, 2010, the Company revised an individual Warrant and the Warrant to the entity to decrease the exercise price to $0.52 per share and to extend the exercise period to December 12, 2017. None of the Warrants have been exercised.

In connection with bridge loans totaling $1,500,000 and amendments thereto, as more fully described above at Item 10. Recent Sales of Unregistered Securities, Debt Securities and Shares Issued Upon Conversion beginning at page 48 herein , the Company issued Warrants to purchase an aggregate of 8,056,515 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The five-year Warrants have a cashless exercise provision and an expiration date of between October 2, 2013 and March 31, 2015. None of the Warrants have been exercised.

On September 3, 2009, the Company issued a Warrant to an individual as additional consideration for an equity investment of $500,000. The Warrant to purchase 100,000 underlying shares of the Company’s Common Stock expires two (2) years from the date of issuance, contains provisions for a cashless exercise, and has an exercise price of $0.52 per share. The Warrant has not been exercised.

On January 5, 2010, the Company issued a Warrant to two individuals and an entity to purchase an aggregate of 312,500 underlying shares of the Company’s Common Stock relative to a distribution agreement with Foundation Medical, LLC. The five-year Warrants have an exercise price of $0.52 per share. None of the Warrants have been exercised. (See Distribution and Regional Support at page 24 herein and Distribution Agreement with Foundation Medical, LLC, Exhibit 10.56 , filed herewith and incorporated herein by reference.)

On January 28, 2010, the Company entered into an agreement with Fountain Fund 2 LP of Fountain Partners of San Francisco (“Fountain”) for a lease line of credit for up to $5 million (the “Lease Line”). Under the Lease Line, CareView will lease installed CareView Systems™ from Fountain and will repay the draws on the Lease Line over a period of three (3) years. Upon execution of the Lease Line, the Company issued Fountain a ten-year Warrant to purchase 450,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. In association with services provided in connection with the Lease Line, the Company paid Mann Equity, LLC a cash fee of $100,000 and issued a five-year Warrant to purchase 400,000 underlying shares of the Company’s Common Stock at $0.52. None of the Warrants have been exercised. (See Lease Line of Credit with Fountain Fund 2, LP beginning at page 22 herein and Master Lease with Fountain Fund Partners, Exhibit 10.55 , filed herewith and incorporated herein by reference.)

On August 20, 2010, pursuant to a Revocation and Substitution Agreement with T2, Thompson, Murphy and Langley (the “Agreement”) and in exchange for the revocation of the Subscription Agreement by T2, Thompson, Murphy and Langley, the Company agreed to issue to each of Thompson, Murphy, and Langley a five-year Common Stock Purchase Warrant (“Warrant”) to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share. None of the Warrants have been exercised. (See further information at Subscription and Investor Rights Agreement with T2 Consulting, LLC and Tommy G. Thompson beginning at page 22 herein and Subscription and Investor Rights Agreement, Exhibit 10.00 and Revocation and Substitution Agreement, Exhibit 10.64 , filed herewith and incorporated herein by reference.)

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Stock Options and Warrants Issued to Directors, Executive Officers, Committees of the Board and Significant Employees

Listed within this subsection is information regarding the Company’s issuance of Non-Qualified Stock Options (“Options”) and Common Stock Purchase Warrants (“Warrants”) to the Company’s directors, executive officers and significant employees. (See form of Non-Qualified Stock Option, Exhibit 10.10 and form of Common Stock Purchase Warrant, Exhibit 10.26 , filed herewith and incorporated herein by reference.)

For a description of the Company’s stock incentive plans, see Item 9, Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholders Matters – Securities Authorized for Issuance under Equity Compensation Plans beginning at page 38 herein, CareView Communications, Inc. 2007 Stock Incentive Plan, Exhibit 10.09, CareView Communications, Inc. 2009 Stock Incentive Plan, Exhibit 10.42 , form of Non-Qualified Stock Option, Exhibit 10.10 , and form of Common Stock Purchase Warrant, Exhibit 10.26, filed herewith and incorporated herein by reference.)

Tommy Thompson

Chairman of the Board, Chair of the Compensation Committee

On December 3, 2007, Mr. Thompson was issued an Option under the 2007 Plan to replace an earlier option granted under the 2005 Plan (the “Replacement Option”). The ten-year Replacement Option was for 1,222,565 underlying shares of the Company’s Common Stock at an exercise price of $0.4146 per share. The underlying shares vested immediately upon issuance. The Replacement Option has not been exercised.

On December 4, 2007, Mr. Thompson was issued an Option under the 2007 Plan for 500,000 underlying shares of the Company’s Common Stock at an exercise price of $0.94 per share. The underlying shares of the ten-year Option vest at the rate of one-third of the shares on the first, second and third anniversary date of the issuance of the Option. The Option has not been exercised.

On January 6, 2010, Mr. Thompson was issued an Option under the 2009 Plan for 100,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vested immediately upon issuance. The Option was issued in exchange for the services provided by Mr. Thompson for the year ended December 31, 2009 in his role as Chairman of the Board and as Chair of the Compensation Committee. The Option has not been exercised.

On March 26, 2010, Mr. Thompson was issued an Option under the 2009 Plan for 100,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest on December 31, 2010. The Option was issued in exchange for the services already provided and to be provided by Mr. Thompson for the year ending December 31, 2010 in his role as Chairman of the Board and as Chair of the Compensation Committee. The Option has not been exercised.

As outlined elsewhere herein, on August 20, 2010, the Company issued Mr. Thompson a five-year Warrant to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price of $1.00 per share. The Warrants have not been exercised. (See further information at Subscription and Investor Rights Agreement with T2 Consulting, LLC and Tommy G. Thompson beginning at page 22 herein and Subscription and Investor Rights Agreement, Exhibit 10.00 and Revocation and Substitution Agreement, Exhibit 10.64 , filed herewith and incorporated herein by reference.)

Samuel A. Greco

Chief Executive Officer and Director

On December 3, 2007, Mr. Greco was issued an Option under the 2007 Plan to replace an earlier option granted under the 2005 Plan (the “Replacement Option”). The ten-year Replacement Option was for 620,936 underlying shares of the Company’s Common Stock at an exercise price of $0.4406 per share. The underlying shares vested immediately upon issuance. The Replacement Option has not been exercised.

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On March 16, 2009, Mr. Greco was issued an Option under the 2007 Plan for 500,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option; however, on July 3, 2009, the Company’s Board of Directors amended the vesting provisions so that all underlying shares were immediately vested. The Option has not been exercised.

On October 9, 2009, Mr. Greco was issued an Option under the 2007 Plan for 1,763,735 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. The Option has not been exercised. After the Option was issued, the 2007 Plan was closed.

On October 9, 2009, Mr. Greco was issued an Option under the 2009 Plan for 999,074 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. The Option has not been exercised.

On January 6, 2010, Mr. Greco was issued an Option under the 2009 Plan for 50,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vested immediately upon issuance. The Option was issued in exchange for the services provided by Mr. Greco for the year ended December 31, 2009 in his role as a director. The Option has not been exercised.

On March 26, 2010, Mr. Greco was issued an Option under the 2009 Plan for 50,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest on December 31, 2010. The Option was issued in exchange for the services already provided and to be provided by Mr. Greco for the year ending December 31, 2010 in his role as a director. The Option has not been exercised.

Steve Johnson

President, Chief Operating Officer, and Director

On January 6, 2010, Mr. Johnson was issued an Option under the 2009 Plan for 50,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vested immediately upon issuance. The Option was issued in exchange for the services provided by Mr. Johnson for the year ended December 31, 2009 in his role as a director. The Option has not been exercised.

On March 26, 2010, Mr. Johnson was issued an Option under the 2009 Plan for 50,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest on December 31, 2010. The Option was issued in exchange for the services already provided and to be provided by Mr. Johnson for the year ending December 31, 2010 in his role as a director. The Option has not been exercised.

John Bailey

Chief Financial Officer, Treasurer, and Secretary

On December 3, 2007, Mr. Bailey was issued an Option under the 2007 Plan to replace an earlier option granted under the 2005 Plan (the “Replacement Option”). The ten-year Replacement Option was for 2,042,830 underlying shares of the Company’s Common Stock at an exercise price of $0.1480 per share. The underlying shares vested immediately upon issuance. The Replacement Option has not been exercised.

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On January 6, 2010, Mr. Bailey was issued an Option under the 2009 Plan for 50,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vested immediately upon issuance. The Option was issued in exchange for the services provided by Mr. Bailey for the year ended December 31, 2009 in his role as Secretary. The Option has not been exercised.

On March 26, 2010, Mr. Bailey was issued an Option under the 2009 Plan for 50,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest on December 31, 2010. The Option was issued in exchange for the services already provided and to be provided by Mr. Bailey for the year ending December 31, 2010 in his role as Secretary. The Option has not been exercised.

L. Allen Wheeler

Director, Chair of the Audit Committee

On January 6, 2010, Mr. Wheeler was issued an Option under the 2009 Plan for 50,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vested immediately upon issuance. The Option was issued in exchange for the services provided by Mr. Wheeler for the year ended December 31, 2009 in his role as a director. The Option has not been exercised.

On March 26, 2010, Mr. Wheeler was issued an Option under the 2009 Plan for 50,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest on December 31, 2010. The Option was issued in exchange for the services already provided and to be provided by Mr. Wheeler for the year ending December 31, 2010 in his role as a director. The Option has not been exercised.

Craig Benson

Chair of Advisory Board

On February 13, 2008, Mr. Benson was issued an Option under the 2007 Plan for 25,000 underlying shares of the Company’s Common Stock at an exercise price of $1.00 per share. The underlying shares of the ten-year Option vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. The Option has not been exercised. (For more information, see Advisory Board at page 36 herein.)

Kyle Johnson

Director of Technology

On December 3, 2007, Mr. Johnson was issued an Option under the 2007 Plan to replace an earlier option granted under the 2005 Plan (the “Replacement Option”). The ten-year Replacement Option was for 321,018 underlying shares of the Company’s Common Stock at an exercise price of $0.5183 per share. The underlying shares vested immediately. The Replacement Option has not been exercised.

On March 4, 2009, Mr. Johnson was issued an Option under the 2009 Plan for 100,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option were to vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option; however, on July 3, 2009, the Company’s Board of Directors amended the vesting provisions so that all underlying shares were immediately vested. The Option has not been exercised.

On December 22, 2009, Mr. Johnson was issued an Option under the 2009 Plan for 125,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares of the ten-year Option vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. The Option has not been exercised.

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On May 18, 2010, Mr. Johnson was issued an Option under the 2009 Plan for 453,982 underlying shares of the Company’s Common Stock at an exercise price of $1.25 per share. The underlying shares of the ten-year Option vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. The Option has not been exercised.

Matthew Clark

Director of Software Development

On October 27, 2008, Matthew Clark was issued an Option under the 2007 Plan for 25,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares vested on the first anniversary date of the issuance of the Option. The Option has not been exercised.

On March 5, 2009, Matthew Clark was issued an Option under the 2007 Plan for an aggregate of 25,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. The Option has not been exercised.

On December 22, 2009, Matthew Clark was issued an Option under the 2009 Plan for an aggregate of 125,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. The Option have not been exercised.

Stock Options Issued to Other Employees

Listed within this subsection is information regarding the Company’s issuance of Non-Qualified Stock Options (“Options”) to employees of the Company who are not directors or executive officers and who are not considered to be a ‘significant employee.’ (For further information, see form of Non-Qualified Stock Option, Exhibit 10.10 , filed herewith and incorporated herein by reference.)

On December 3, 2007, three employees were issued Options under the 2007 Plan to replace earlier options granted under the 2005 Plan (the “Replacement Option”). The ten-year Replacement Options were for an aggregate of 288,916 underlying shares of the Company’s Common Stock at an exercise price of $0.5183 per share. The underlying shares vested immediately upon issuance. On May 12, 2010, the Company received payment and a Notice of Exercise to purchase 160,509 shares at $0.5183 per share and issued the shares. Upon termination of an employee, the Company extended the expiration date for the exercise of 32,102 underlying shares to December 10, 2010. No other Replacement Options have been exercised.

On December 3, 2007, one employee was issued an Option under the 2007 Plan to replace an earlier option granted under the 2005 Plan (the “Replacement Option”). The ten-year Replacement Option was for 300,000 underlying shares of the Company’s Common Stock at an exercise price of $0.4406 per share. The underlying shares vested immediately upon issuance. The Replacement Option has not been exercised.

On February 13, 2008, one employee was issued an Option under the 2007 Plan for 150,000 underlying shares of the Company’s Common Stock at an exercise price of $1.00 per share. The underlying shares vested immediately upon issuance. The Option has not been exercised.

On March 5, 2009, six employees were issued Options under the 2007 Plan for an aggregate of 115,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. Upon termination of one employee, an Option for 10,000 underlying shares was canceled. The Options have not been exercised.

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On December 22, 2009, eight employees were issued Options under the 2009 Plan for an aggregate of 105,000 underlying shares of the Company’s Common Stock at an exercise price of $0.52 per share. The underlying shares vest at the rate of one-third of the shares on the first, second, and third anniversary date of the issuance of the Option. Subsequent to the resignation of an employee on February 8, 2010, an Option for 5,000 underlying shares was cancelled. The Options have not been exercised.

Exemptions from Registration

In connection with above-mentioned sales of unregistered securities for cash in private placement offerings, each investor represented in writing that they were accredited investors (as defined by Rule 501 Regulation D under the Securities Act of 1933) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be either registered under the Securities Act or in reliance upon an available exemption from registration. No general solicitation was undertaken by the issuer in connection with the offer or sale of these securities. All of the individuals and/or entities listed above that purchased the unregistered securities for cash were all known to the Company and its management through pre-existing business relationships, as long standing business associates, friends, and employees, or were personally known to investment bankers retained by the Company. All purchasers were provided access to all material information that they requested and all information necessary to verify such information, and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities for cash acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the securities or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition. In connection with the above-mentioned issuances of unregistered securities for cash, CareView made such issuances in reliance upon Rule 506 of Regulation D under the Securities Act.

In connection with the above-mentioned issuances of unregistered securities in exchange for services rendered or relative to conversion of debt, CareView made such issuances in reliance upon Section 4(2) of the Securities Act. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be either registered under the Securities Act or in reliance upon an available exemption from registration. No general solicitation was undertaken by the issuer in connection with the offer or sale of these securities. All of the individuals and/or entities listed above that purchased the unregistered securities for cash were all known to the Company and its management, through pre-existing business relationships, as long standing business associates, friends, and employees, or were personally known to investment bankers retained by the Company. All purchasers were provided access to all material information that they requested and all information necessary to verify such information, and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities in exchange for services rendered or upon conversion of debt acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the securities or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

None of the stock options, warrants, or convertible securities, nor the underlying shares of Common Stock issuable upon conversion or exercise, have been registered under the Securities Act; and all documents have been issued with a restrictive legend prohibiting further transfer of the shares without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

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We are registering our common stock, par value $0.001 per share (“Common Stock”) under this Registration Statement. A description of our Common Stock follows. We have also included a description of our preferred stock, par value $0.001 per share (“Preferred Stock”) as we believe that if designated, issuances of our Preferred Stock may likely be convertible into shares of our Common Stock.

Description of Securities

We are authorized to issue an aggregate of 320,000,000 shares of capital stock, 300,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock. As of this filing, the Company had 126,745,215 shares of Common Stock issued and outstanding and zero shares of Preferred Stock issued and outstanding.

Common Stock

All outstanding shares of our Common Stock are of the same class and have equal rights and attributes. We are authorized to issue up to 300,000,000 shares of Common Stock, par value $0.001 per share, which shares, upon issuance, are fully paid and non-assessable.

Voting. The holders of our Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. Our Common Stock does not have cumulative voting rights. Persons who hold a majority of the outstanding shares of our Common Stock entitled to vote on the election of directors can elect all of the directors who are eligible for election. This means that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors if they choose to do so; and in such event, the holders of the remaining shares will not be able to elect any person to the Board of Directors.

Dividends. Subject to the preferential dividend rights and consent rights of any series of Preferred Stock that we may from time to time designate, holders of our Common Stock are entitled to share equally in dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available.

Liquidation and Dissolution. In the event of liquidation, dissolution or winding up of the Company, subject to the preferential liquidation rights of any series of Preferred Stock that we may from time to time designate, the holders of our Common Stock are entitled to share ratably in all of our assets remaining after payment of all liabilities and preferential liquidation rights.

Authority to Issue Stock. The Company’s Board of Directors has the authority to issue the authorized but unissued shares of Common Stock without action by the shareholders. The issuance of such shares would reduce the percentage ownership held by current shareholders.

Preferred Stock

Our Articles of Incorporation authorizes the issuance of shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of our Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.

We are currently authorized to issue up to 20,000,000 shares of Preferred Stock, $0.001 par value per share. The shareholders of our Preferred Stock shall have preference to shareholders of our Common Stock as to assets upon liquidation. Dividends on Preferred Stock may be set from time to time by the Board of Directors.

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The descriptions of our Common Stock and Preferred Stock above are only summaries and are qualified in their entirety by the provisions of the Company’s Articles of Incorporation and Bylaws. (See Articles of Incorporation and amendments thereto, and Bylaws , Exhibits 3.0 through 3.12 inclusive, filed herewith and incorporated herein by reference.)

Purchases of Equity Securities by the Company and Affiliated Purchasers

There were no purchases of our equity securities by us or any of our affiliates during the year ended December 31, 2009, nor have there been any such purchases through the date of this filing.

Transfer Agent

The Company uses Holladay Stock Transfer Company, Inc. located at 2939 N. 67 ^th Place, Suite C, Scottsdale, Arizona 85251 as its transfer agent.

Section 145 of the Nevada Corporation Law provides in relevant parts as follows:

(1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in (1) or (2) of this subsection, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

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(4) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the Nevada Corporation Law.

The Company’s Articles of Incorporation and Bylaws provide that the Registrant may indemnify to the full extent of its power to do so, all directors, officers, employees, and/or agents. It is anticipated that CareView will indemnify its officers and directors to the full extent permitted by the above-quoted statute.

Insofar as indemnification by CareView for liabilities arising under the Securities Act may be permitted to officers and directors of CareView pursuant to the foregoing provisions or otherwise, CareView is aware that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

On June 21, 2010, the Company entered into an Indemnification Agreement (the “Agreement”) with each of its officers and directors (each known as the “Indemnitee”). In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a proceeding by reason of (or arising in part out of) an indemnifiable event, the Company shall indemnify Indemnitee from and against any and all expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted. The parties intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Articles of Incorporation, its Bylaws, vote of its stockholders or disinterested directors, or applicable law. The only limitation that shall exist upon the Company’s obligations pursuant to the Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined by a court of competent jurisdiction in a final judgment, not subject to appeal, to be unlawful. (See form of Indemnification Agreement, Exhibit 10.61 , filed herewith and incorporated herein by reference.)

The Company’s financial statements, notes thereto, and the related independent registered public accounting firm’s report are set forth immediately following the signature page to this Registration Statement beginning at page F-1 and are incorporated herein by reference.

None.

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