EXHIBIT 10.4

**EXPENSE INDEMNIFICATION AGREEMENT**

               THISEXPENSE INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered as ofNovember 6, 2001, by and between Sun Healthcare Group, Inc., a Delaware corporation (the"Company"), and __________ ("Beneficiary"). Unless otherwise defined,capitalized terms used in this Agreement are defined in Section 13 hereto.

               WHEREAS,Beneficiary is an officer of the Company;

               WHEREAS,Beneficiary and the Company are parties to an Indemnity Agreement, entered into as ofApril 24, 1998, pursuant to which Beneficiary is entitled to indemnification andadvancement of legal expenses as provided therein;

               WHEREAS,Beneficiary is an insured under a certain policy which provides liability insurance forofficers and directors of the Company (the "Policy");

               WHEREAS,on October 14, 1999, the Company and certain of its affiliates and subsidiaries commencedcases captioned *In re Sun Healthcare Group, et al*., 99-03657 (MFW) under title 11of the United States Code by filing petitions with the United States Bankruptcy Court forthe District of Delaware, and continue to operate their businesses as debtors and debtorsin possession;

               WHEREAS,pursuant to an order of the United States Bankruptcy Court for the District of Delaware,dated August 10, 2000, the Company is authorized to enter into expense indemnificationagreements with its current officers and directors; 

               NOW,THEREFORE, in consideration of the premises and the mutual covenants contained herein, theCompany and Beneficiary do hereby covenant and agree as follows:

               Section1.     Effectiveness and Termination. This Agreement shallbecome effective and enforceable against the parties hereto on the Effective Date. ThisAgreement shall continue until and terminate upon the tenth anniversary of the EffectiveDate. This Agreement shall be binding upon the Company and its successors and assigns andshall survive the death, disability, or incapacity of the Beneficiary or the terminationof the Beneficiary's service as a director or officer of the Company and shall inure tothe benefit of Beneficiary and his heirs, executors, and administrators.

               Section2.     Indemnification of Expenses. Subject to thelimitations identified in Sections 3 and 11, and the procedure and determination specifiedin Section 6, Beneficiary shall be entitled to be indemnified by the Company against allExpenses actually and reasonably incurred by Beneficiary if, in connection with or byreason of an Indemnification Event, Beneficiary (i) is or is being threatened to be made aparty to any threatened, pending, or completed Proceeding and (ii) either (A) acted ingood faith and in a manner he reasonably believed to be in or not opposed to the bestinterests of the Company, and with respect to any

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criminal Proceeding, had no reasonable cause to believe his conduct wasunlawful, or (B) otherwise complied with the standard of conduct required forindemnification by Delaware law, as in effect from time to time. In addition, Beneficiaryshall be entitled to be indemnified by the Company against all Expenses actually andreasonably incurred by Beneficiary if, by reason of an Indemnification Event, Beneficiaryis a witness (by deposition, at trial or otherwise), is interviewed, or produces documents(whether or not subpoenaed) in a Proceeding with respect to which Beneficiary is not aparty.

               Section3.     Limitation on Aggregate Expenses. The aggregateamount of Expenses the Company is obligated to advance or reimburse to Beneficiarypursuant to this Agreement, in addition to Expenses for which the Company is paid orreimbursed under the Policy, shall not exceed $5,000,000 less the Aggregate Expenses.

               Section4.     Insurance Policy. As a condition precedent to theeffectiveness of this Agreement, the Company has (i) prepaid all applicable premiums onthe Policy for the policy period that is in effect on the Effective Date, and (ii)purchased an extension (including payment of the premium applicable thereto) of thediscovery period described in Clause 10 of the Policy for a period of ten years.

               Section5.     Advancement of Expenses and Undertaking to Repay. 

               (a)     Withintwenty business days after delivery by Beneficiary to the Company of a properly completedCertificate of Indemnification in the form attached hereto as Exhibit A (a Certificate ofIndemnification), the Company shall advance to Beneficiary the amount of Expensesspecified in such Certificate. A properly completed Certificate of Indemnification shallreasonably evidence the Expenses incurred by Beneficiary and shall include a writtenundertaking (which shall be accepted by or on behalf of the Company without reference tothe financial ability of Beneficiary to make repayment, and without the pledging of anysecurity by Beneficiary to make repayment) by or on behalf of Beneficiary to repay anyExpenses advanced if, as, and when it shall ultimately be determined that Beneficiary isnot entitled to be indemnified against such Expenses.

              (b)     No determination under Section 6 as to Beneficiary'sentitlement to indemnification shall be made in connection with the advancement ofExpenses under this Section until (i) the settlement or final adjudication of a civilProceeding for which Beneficiary has requested indemnification, (ii) the settlement of orconviction in a criminal Proceeding for which Beneficiary has requested indemnification,(iii) notification to Beneficiary that a civil or criminal investigation for whichBeneficiary has requested indemnification has been completed or discontinued, or (iv) theconclusion of any other matter for which Beneficiary has requested indemnification. To theextent that a determination is made pursuant to Section 6 hereof that Beneficiary was notentitled to indemnification for certain Expenses advanced to Beneficiary under Section5(a), Beneficiary shall (subject to the exercise of Beneficiary's rights under Section 8hereof) repay such Expenses to the Company without interest.

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               Section6.     Determination of Entitlement to Indemnification.

               (a)     Uponthe receipt by the Company of a Certificate of Indemnification, the Secretary of theCompany shall promptly advise the Board of Directors in writing that Beneficiary hasrequested indemnification of Expenses hereunder. 

               (b)     Exceptwith respect to Expenses advanced to Beneficiary under Section 5 hereof, upon the receiptby the Company of a Certificate of Indemnification, a determination with respect toBeneficiary's entitlement to indemnification of Expenses shall be made as soon aspossible.

                         (i)     Subjectto subsection (b)(ii) hereof, if a Change in Control shall have occurred, or if a Changeof Control has not occurred but Beneficiary so elects, the determination shall be made byIndependent Counsel in a written opinion to the Board of Directors, a copy of which shallbe delivered to Beneficiary.

                         (ii)     Ifa Change of Control has not occurred, or if a Change of Control has occurred butBeneficiary so elects, the determination shall be made (A) by the Board of Directors by amajority vote of a quorum consisting of Disinterested Directors, *provided, however*,that if a quorum of the Board of Directors consisting of Disinterested Directors is notobtainable the determination shall be made by Independent Counsel in a written opinion tothe Board of Directors, a copy of which shall be delivered to Beneficiary, or (B) by thestockholders of the Company.

                         (iii)     Beneficiaryshall cooperate with the person, persons, or entity making such determination, includingproviding to such person, persons, or entity, upon reasonable advance request, anydocumentation or information which is not privileged or otherwise protected fromdisclosure and which is reasonably available to Beneficiary and reasonably necessary tosuch determination.

               (c)     Ifit is determined in accordance with subsection (b) that Beneficiary is entitled toindemnification, payment to Beneficiary shall be made within twenty business days aftersuch determination (unless such payment shall already have been advanced to Beneficiarypursuant to Section 5 hereof).

               (d)     Inthe event the determination of entitlement to indemnification against Expenses is to bemade by Independent Counsel pursuant to this Section 6, the Independent Counsel shall beselected as follows. If a Change of Control shall not have occurred, the IndependentCounsel shall be selected by the Board of Directors, and the Company shall give writtennotice to Beneficiary advising him of the identity of the Independent Counsel so selected.If a Change of Control shall have occurred, the Independent Counsel shall be selected byBeneficiary (unless Beneficiary shall request that such selection be made by the Board ofDirectors, in which event the preceding sentence shall apply), and Beneficiary shall givewritten notice to the Company advising it of the identity of the Independent Counsel soselected. In either event, Beneficiary or the Company, as the case may be, may, within tenbusiness days after such written notice of selection shall have been given, deliver to theCompany or to Beneficiary, as the case may be, a 

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written objection to such selection; *provided, however,* thatsuch objection may be asserted only on the ground that the Independent Counsel so selecteddoes not meet the requirements of "Independent Counsel" as defined in thisAgreement, and the objection shall set forth with particularity the factual basis of suchassertion. If such written objection is so made and substantiated, the Independent Counselso selected may not serve as Independent Counsel unless and until such objection iswithdrawn or a court has determined that such objection is without merit. If, withintwenty business days after submission by Beneficiary of a written request forindemnification pursuant to this Section, no Independent Counsel shall have been selectedand not objected to, either the Company or Beneficiary may petition the Court of Chanceryof the State of Delaware or other court of competent jurisdiction for resolution of anyobjection which shall have been made by the Company or Beneficiary to the other'sselection of Independent Counsel and/or for the appointment as Independent Counsel of aperson selected by the Court or by such other person as the Court shall designate, and theperson with respect to whom all objections are so resolved or the person so appointedshall act as Independent Counsel under this Section. The Company shall pay any and allreasonable fees and expenses of Independent Counsel incurred by such Independent Counselin connection with acting pursuant to this Section, and the Company shall pay allreasonable fees and expenses incident to the procedures of this Section, including,without limitation, those of Beneficiary, regardless of the manner in which suchIndependent Counsel was selected or appointed. Upon the due commencement of any judicialproceeding, Independent Counsel shall be discharged and relieved of any furtherresponsibility in such capacity (subject to the applicable standards of professionalconduct then prevailing). 

               Section7.     Presumption and Effect of Certain Proceedings.

               (a)     Inmaking a determination with respect to entitlement to indemnification hereunder, theperson or persons or entity making such determination shall presume that Beneficiary isentitled to indemnification under this Agreement if Beneficiary has submitted a properlycompleted Certificate of Indemnification. The Company shall have the burden of proof toovercome that presumption in connection with the making by any person, persons, or entityof any determination contrary to that presumption.

               (b)     Thetermination of any Proceeding or of any claim, issue, or matter therein, by judgment,order, settlement, or conviction, or upon a plea of *nolo-contendere* or itsequivalent, shall not (except as otherwise expressly provided in this Agreement) of itselfadversely affect the right of Beneficiary to indemnification against Expenses or create apresumption that Beneficiary did not act in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the Company or, with respect toany criminal Proceeding, that Beneficiary had reasonable cause to believe that his conductwas unlawful.

               (c)     Beneficiary'sconduct with respect to an employee benefit plan for a purpose he reasonably believed tobe in the interests of the participants in and beneficiaries of the plan shall be deemedto be conduct that Beneficiary reasonably believed to be in or not opposed to the bestinterests of the Company.

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               (d)     Forpurposes of any determination hereunder, Beneficiary shall be deemed to have acted in goodfaith and in a manner he reasonably believed to be in or not opposed to the best interestsof the Company, or, with respect to any criminal action or proceeding, to have had noreasonable cause to believe his conduct was unlawful, if his action was reasonably basedon (i) the records or books of account of the Company or another enterprise, includingfinancial statements, (ii) information supplied to him by the officers of the Company oranother enterprise in the course of their duties, (iii) the advice of legal counsel forthe Company or another enterprise in the course of their duties, (iv) information orrecords given or reports made to the Company or another enterprise by an independentcertified public accountant or by an appraiser or other expert selected with reasonablecare by the Company or another enterprise. The term "another enterprise" as usedin this Section shall mean any other corporation or any partnership, joint venture, trust,employee benefit plan, or other enterprise of which Beneficiary is or was serving at therequest of the Company as an officer, director, partner, trustee, employee, or agent. Theprovisions of this Section shall not be deemed to limit in any way the other circumstancesin which Beneficiary may be deemed to have met the applicable standard of conduct forindemnification against Expenses.

               Section8.     Remedies of Beneficiary.

               (a)     Inthe event that: (i) a determination is made pursuant to Section 6 that Beneficiary is notentitled to indemnification against Expenses under this Agreement, (ii) advancement ofExpenses is not timely made pursuant to Section 5, (iii) no determination of entitlementto indemnification against Expenses shall have been made within sixty days after receiptby the Company of a properly completed Certificate of Indemnification, (iv) payment ofindemnification of Expenses is not made within twenty business days after a determinationhas been made that Beneficiary is entitled to such indemnification, Beneficiary shall beentitled to request an adjudication in an appropriate court of the State of Delaware ofhis entitlement to such indemnification or advancement of Expenses. Beneficiary shallcommence such proceeding seeking an adjudication within one year following the date onwhich Beneficiary first has the right to commence such proceeding pursuant to thisSection.

               (b)     Inthe event that a determination shall have been made pursuant to Section 6 that Beneficiaryis not entitled to indemnification, any judicial proceeding commenced pursuant to thisSection shall be conducted in all respects as a *de novo* trial, or arbitration, onthe merits, and Beneficiary shall not be prejudiced by reason of that adversedetermination. If a Change of Control shall have occurred, in any judicial proceeding orarbitration commenced pursuant to this Section, the Company shall have the burden ofproving that Beneficiary is not entitled to indemnification or advancement of Expenses, asthe case may be.

               (c)     Ifa determination shall have been made pursuant to Section 6 that Beneficiary is entitled toindemnification against or advancement of Expenses, as the case may be, the Company shallbe bound by such determination in any judicial proceeding commenced pursuant to thisSection.

               (d)     TheCompany shall be precluded from asserting in any judicial proceeding commenced pursuant tothe provisions of this Section that procedures and presumptions of this 

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Agreement are not valid, binding, and enforceable and shall stipulatein any such court or before any such arbitrator that the Company is bound by all theprovisions of this Agreement.

               Section9.     Costs. It is the intent of the Company thatBeneficiary not be required to incur the expenses associated with the enforcement of hisrights under this Agreement by litigation or other legal action because the cost andexpense thereof would substantially detract from the benefits intended to be extended toBeneficiary hereunder. Accordingly, the Company shall be solely responsible for paying (i)all the costs of making the determination required by Section 6 hereof, including, but notlimited to, the costs of legal counsel, proxy solicitations, and judicial determinations,(ii) any cost or expenses (including attorney fees and disbursements) incurred byBeneficiary in cooperating with the person, persons, or entity making such determination(irrespective of the determination as to the Beneficiary's entitlement toindemnification), (iii) all reasonable expenses incurred by Beneficiary to enforce thisAgreement, including, but not limited to, the costs incurred by Beneficiary to obtaincourt-ordered indemnification pursuant to Section 8, regardless of the outcome of any suchapplication or proceeding (so long as Beneficiary has acted in good faith), and (iv) allcosts of defending any suits or investigation or proceedings challenging payments toBeneficiary under this Agreement or challenging the validity of or seeking to declare thisAgreement void or unenforceable (so long as Beneficiary has acted in good faith).

               Section10.     Survival of Rights; Insurance; Subrogation.

               (a)     Tothe extent that any change is made to Delaware law (whether by legislative action orjudicial decision) that permits any greater right to indemnification and/or advancement ofexpenses than that provided under this Agreement as of the date hereof, Beneficiary shallbe deemed to have such greater right pursuant to this Agreement. No amendment, alteration,or repeal of this Agreement or of any provision hereof shall limit or restrict any rightof Beneficiary under this Agreement in respect of any action taken or omitted by suchBeneficiary in connection with an Indemnification Event prior to such amendment,alteration, or repeal.

               (b)     Atthe time of the receipt of a notice of a claim pursuant to Section 6 hereof, the Companyshall give prompt notice of the assertion of such claim to the insurer or insurers underthe Policy in accordance with the procedures set forth in the Policy. The Company shallthereafter take all necessary or desirable action to cause such insurer or insurers topay, on behalf of Beneficiary, all amounts payable as a result of such claim in accordancewith the terms of the Policy.

               (c)     Inthe event of any payment under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of recovery of Beneficiary, who shall executeall papers required and take all action necessary to secure such rights, includingexecution of such documents as are necessary to enable the Company to bring suit toenforce such rights.

               Section11.     Limitations to Rights of Indemnification and Advancementof Expenses. Except as otherwise provided in Section 9, Beneficiary shall not be entitledto indemnification against or advancement of Expenses under this Agreement:

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               (a)     withrespect to any action, suit, or proceeding initiated, brought, or made by Beneficiaryagainst the Company or any other person, unless approved in advance by the Board ofDirectors;

               (b)     forexpenses or liabilities of any type whatsoever (including, but not limited to, judgments,fines, ERISA excise taxes or penalties and amounts paid in settlement) which have beenpaid directly to Beneficiary by an insurance carrier under the Policy or any other policyof liability insurance maintained by the Company;

               (c)     forexpenses or the payment of profits arising from the purchase and sale by Beneficiary ofsecurities in violation of Section 16(b) of the Exchange Act or any similar successorstatute;

               (d)     ifit is determined by final judgment by a court having jurisdiction in the matter that suchindemnification against or advancement of Expenses is not lawful; or

               (e)     tothe extent that Beneficiary has otherwise actually received such payment from any otherperson.

               Section12.     Mutual Acknowledgement. Both the Company andBeneficiary acknowledge that in certain instances federal law may override applicablestate law and prohibit the Company from indemnifying its directors and officers under thisAgreement or otherwise. For example, the Company and Beneficiary acknowledge that theSecurities and Exchange Commission has taken the position that indemnification is notpermissible for liabilities arising under certain federal securities laws, and federallegislation prohibits indemnification for certain ERISA violations. 

               Section13.     Definitions. For purposes of this Agreement:

                         (a)     "Aggregate Expenses" means the aggregate Expenses incurred after the EffectiveDate by all Eligible Persons which the Company has paid pursuant to an Eligible Agreement.

                         (b)          "Aggregate Expense Limitation" meansthe limitation specified in Section 3 hereof.

                         (c)     "Board of Directors" means the board of directors of the Company.

                         (d)     "Change of Control" means a change in control of the Company occurring after theEffective Date of a nature that would be required to be reported in response to Item 6(e)of Schedule 14A of Regulation 14A (or in response to any similar item on any similarschedule or form) promulgated under the Exchange Act, whether or not the Company is thensubject to such reporting requirement, provided, however, that without limitation, such aChange in Control shall be deemed to have occurred if after the Effective Date (i) any"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act,as amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3 underthe Exchange Act), directly or indirectly, of securities of 

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the Company representing 20% or more of the combined voting power ofthe Company's then outstanding securities without the prior approval of at leasttwo-thirds of the members of the Board of Directors in office immediately prior to suchperson attaining such percentage interest, (ii) there occurs a proxy contest, or theCompany is a party to a merger, consolidation, sale of assets, plan of liquidation, orother reorganization as a consequence of which members of the Board of Directors in officeimmediately prior to such transaction or event constitute less than a majority of theBoard of Directors thereafter, or (iii) during any period of consecutive years, other thanas a result of an event described in clause (ii) of this definition, individuals who atthe beginning of such period constituted the Board of Directors (including for thispurpose any new director whose election or nomination for election by the Company'sstockholders was approved by a vote of at least two-thirds of the directors then still inoffice who were directors at the beginning of such period) cease for any reason toconstitute at least a majority of the Board of Directors.

                         (e)     "Company"means Sun Healthcare Group, Inc.

                         (f)     "DisinterestedDirector" means a director of the Company who is not and was not a party, orthreatened to be made a party, to the Proceeding in respect of which indemnificationagainst Expenses is sought by Beneficiary.

                         (g)     "EffectiveDate" means the date of this Agreement.

                         (h)     "EligiblePerson" means an individual, excluding Beneficiary, who is an officer or director ofthe Company as of the date of this Agreement.

                         (i)     "EligibleAgreement" means a written agreement by and between the Company and an EligiblePerson pursuant which the Company indemnifies or is otherwise obligated to advance orreimburse Expenses incurred by such Person.

                         (j)     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                         (k)     "Expenses"means all reasonable attorney fees, retainers, court costs, transcript costs, fees ofexperts, witness fees, travel expenses, duplicating costs, printing and binding costs,telephone charges, postage, delivery service fees, and all other disbursements or expensesof the types customarily incurred in connection with prosecuting, defending, preparing toprosecute or defend, investigating, or being or preparing to be a witness in a Proceeding,together with any and all applicable sales, gross receipts, and similar taxes thereon.

                         (l)     "IndemnificationEvent" means any event or occurrence prior to October 14, 1999 which related toBeneficiary's status as a director, officer, employee, agent, or fiduciary of the Company,or Beneficiary's status as a director, officer, employee, trustee, agent, or fiduciary ofanother corporation, partnership, joint venture, employee benefit plan, trust, or otherenterprise at the request or on behalf of the Company, and also means anything done or notdone by Beneficiary in or related to any such status, service or capacity. 

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                         (m)     "IndependentCounsel" means a law firm, or member of a law firm, that is experienced in matters ofDelaware corporation law and neither presently is, nor in the immediately proceeding fiveyears has been, retained to represent the Company or Beneficiary in any matter material toeither such party or any other party to the Proceeding giving rise to a claim forindemnification of Expenses hereunder. Notwithstanding the foregoing, the term"Independent Counsel" shall not include any person, who, under the applicablestandards of professional conduct then prevailing under the law of the State of Delaware,would be precluded from representing either the Company or the Beneficiary in an action todetermine Beneficiary's rights under this Agreement.

                         (n)     "Proceeding"means any action, suit, arbitration, alternative dispute resolution mechanism, inquiry,investigation, administrative hearing, or any other proceeding, whether civil, criminal,administrative, or investigative, whether instituted by the Company or any other party,except one (i) initiated by Beneficiary pursuant to Section 8 to enforce his rights underthis Agreement or (ii) initiated by Beneficiary prior to a Change in Control, unlessauthorized in advance by the Board of Directors of the Company. The term"Proceeding" shall be deemed to include an action in which Beneficiary seeksrecovery under the Policy or any other insurance policy maintained by the Company underwhich Beneficiary is a named insured.

               Section14.     Quarterly Reports to Beneficiary. Upon the writtenrequest of Beneficiary during the term of this Agreement, not more frequently than onceper quarter and not later than the fifteenth (15th) day following the last day of acalendar quarter, the Company shall provide to Beneficiary a written report whichspecifies (i) the Aggregate Expenses and claims paid under the Policy during such calendarquarter, (ii) the Aggregate Expenses and claims pending under the Policy as of the lastday of such calendar quarter, and (iii) the amounts available to Beneficiary under each ofthe Policy and the Aggregate Expense Limitation as of the last day of such calendarquarter. 

               Section15.    Severability. If any provision or provisions of thisAgreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever(i) the validity, legality, and enforceability of the remaining provisions of thisAgreement (including without limitation, each portion of any Section of this Agreementcontaining any such provision held to be invalid, illegal, or unenforceable, that is notitself invalid, illegal, or unenforceable) shall not in any way be affected or impairedthereby and (ii) to the fullest extent possible, the provisions of this Agreement(including, without limitation, each portion of any Section of this Agreement containingany such provision held to be invalid, illegal, or unenforceable, that is not itselfinvalid, illegal or unenforceable) shall be construed so as to give effect to the intentmanifested thereby.

               Section16.     Identical Counterparts. This Agreement may beexecuted in one or more counterparts, each of which shall for all purposes be deemed to bean original but all of which together shall constitute one and the same Agreement. Onlyone such counterpart signed by the party against whom enforceability is sought needs to beproduced to evidence the existence of this Agreement.

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               Section17.     Headings. The headings of the paragraphs of thisAgreement are inserted for convenience only and shall not be deemed to constitute part ofthis Agreement or to affect the construction thereof.

               Section18.     Modification and Waiver. No supplement, modification, oramendment of this Agreement shall be binding unless executed in writing by each of theparties hereto. No waiver of any of the provisions of this Agreement shall be deemed orshall constitute a waiver of any other provisions thereof (whether or not similar) norshall such waiver constitute a continuing waiver.

               Section19.     Notification of a Proceeding. Beneficiary agreesto notify the Company in writing within a reasonable time after being served with anysummons, citation, subpoena, complaint, indictment, information, or other documentrelating to any Proceeding or matter which may be subject to indemnification against oradvancement of Expenses covered hereunder; provided, however, that the failure byBeneficiary to provide such notice shall not relieve the Company of its obligations underthis Agreement unless and to the extent that the Company is prejudiced by such failure.

               Section20.     Notices. All notices, requests, demands, and othercommunications hereunder shall be in writing and shall be deemed to have been duly given(i) on the date such notice is delivered by hand and receipted for by the party to whomsaid notice or other communication shall have been directed or (ii) on the third businessday after such notice shall have been mailed by certified or registered mail with postageprepaid at the following addresses:

                         (a)     If to Beneficiary:

 

                         (b)     Ifto the Company:

                                 Sun Healthcare Group, Inc.                                 Attn: General Counsel                                 101Sun Avenue N.E.                                 Albuquerque,NM 87109

or to such other addresses as may have been furnished for such purposeand in the manner provided in this Section to Beneficiary or the Company.

               Section21.     Governing Law/Consent to Jurisdiction. The partiesagree that this Agreement shall be governed by, and construed and enforced in accordancewith, the laws of the State of Delaware, without giving effect to principles of conflictof laws. The Company and Beneficiary each hereby irrevocably consent to the jurisdictionof the courts of the State of Delaware, including the United States Bankruptcy Court forthe District of Delaware, for all 

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purposes in connection with any action, suit, or proceeding whicharises out of or relates to this Agreement.

               Section22.     Miscellaneous. Use of the masculine pronoun shall bedeemed to include usage of the feminine pronoun where appropriate.

               INWITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year firstabove written.

| **SUN HEALTHCARE GROUP, INC.**a Delaware corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| **BENEFICIARY**
                                                                
 

 

 

 

 

 

 

 

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** 

EXHIBIT A

CERTIFICATE OF INDEMNIFICATION**
[Date]

               ThisCertificate of Indemnification is being provided pursuant to the terms of that certainExpense Indemnification Agreement, dated as of November 6, 2001, by and between SunHealthcare Group, Inc. and the undersigned (the "Agreement"). Unless otherwiseindicated, capitalized terms used herein have the meanings specified in the Agreement. Theundersigned hereby certifies that as of the date specified above:

               1.     Ihave incurred Expenses in the aggregate amount of $____________. Copies of statementssubstantiating such Expenses are attached hereto.

               2.     Ihereby request that such Expenses be advanced to me in accordance with Section 5 of theAgreement.

               3.     Ihereby agree to repay the Expenses advanced in accordance with paragraph 2 hereof if, as,and when it shall ultimately be determined pursuant to the Agreement that I am notentitled to be indemnified against such Expenses. 

                                                               [Beneficiary]
 

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