PARTNERSHIP INTEREST PURCHASE AGREEMENT

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EXHIBIT 10.1

EXECUTION COPY

PARTNERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

DEL MAR GENPAR, INC. AND DEL MAR ACQUISITION, INC.,

AS THE BUYERS;

SURGICAL VENTURES, INC.,

AS THE SELLER;

AND

DAVID M. KUPFER, M.D.

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PARTNERSHIP INTEREST PURCHASE AGREEMENT

TABLE OF CONTENTS

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ARTICLE I PURCHASE AND SALE.................................................................... 2

1.1 Purchase and Sale of the Purchased Interests................................................... 2

1.2 Closing Date................................................................................... 2

1.3 Consideration.................................................................................. 2

1.4 Closing Deliveries............................................................................. 3

1.5 Further Assurances............................................................................. 4

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER AND KUPFER.............................. 4

2.1 Organization................................................................................... 4

2.2 Authority...................................................................................... 5

2.3 Formation Documents............................................................................ 5

2.4 Capitalization................................................................................. 5

2.5 Title to Securities............................................................................ 6

2.6 No Subsidiaries................................................................................ 6

2.7 Title to Assets................................................................................ 6

2.8 Condition and Sufficiency of Assets............................................................ 7

2.9 Accounts Receivable............................................................................ 7

2.10 No Violation................................................................................... 7

2.11 Governmental Authorizations.................................................................... 8

2.12 Financial Statements........................................................................... 8

2.13 Absence of Undisclosed Liabilities............................................................. 8

2.14 Absence of Certain Changes..................................................................... 9

2.15 Taxes.......................................................................................... 11

2.16 Litigation..................................................................................... 12

2.17 Compliance with Laws........................................................................... 12

2.18 Licenses....................................................................................... 12

2.19 Payors......................................................................................... 12

2.20 Medical Staff Matters.......................................................................... 12

2.21 Health Care Legal Matters...................................................................... 13

2.22 Environmental Matters.......................................................................... 15

2.23 Employee Matters............................................................................... 16

2.24 Employee Benefit Plans......................................................................... 16

2.25 Partnership Contracts.......................................................................... 18

2.26 Intellectual Property.......................................................................... 19

2.27 Competing Interests............................................................................ 19

2.28 No Conflict of Interest........................................................................ 19

2.29 Illegal Payments............................................................................... 19

2.30 Insurance...................................................................................... 20

2.31 Accredited Investor; Disclosure Materials...................................................... 20

2.32 Investment Intent.............................................................................. 20

2.33 Restricted Securities.......................................................................... 21

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2.34 Full Disclosure................................................................................ 21

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYERS......................................... 21

3.1 Organization................................................................................... 21

3.2 Authority...................................................................................... 21

3.3 No Violation................................................................................... 22

3.4 Governmental Authorizations.................................................................... 22

3.5 Litigation..................................................................................... 22

3.6 No Brokers..................................................................................... 22

3.7 Accredited Investor............................................................................ 22

3.8 Investment Intent.............................................................................. 22

3.9 Restricted Securities.......................................................................... 22

3.10 Full Disclosure................................................................................ 23

ARTICLE IV COVENANTS AND AGREEMENTS............................................................. 23

4.1 Conduct of Business............................................................................ 23

4.2 Access and Information......................................................................... 25

4.3 Supplemental Disclosure........................................................................ 25

4.4 Assistance with Licenses and Filings........................................................... 25

4.5 Substitution Guarantor......................................................................... 25

4.6 Fulfillment of Conditions by the Sellers....................................................... 25

4.7 Fulfillment of Conditions by the Buyers........................................................ 25

4.8 Distributions in Excess of Required Capital.................................................... 26

4.9 Consent to Transfers........................................................................... 26

4.10 Publicity...................................................................................... 26

4.11 Audit.......................................................................................... 26

4.12 Transaction Costs.............................................................................. 26

4.13 No-Shop Provisions............................................................................. 27

4.14 Nondisclosure.................................................................................. 27

4.15 Certain Tax Matters............................................................................ 27

4.16 Employees and Employee Benefits................................................................ 28

4.17 Treatment of Partnership Assets After Closing.................................................. 28

4.18 Mutual Walk-Away............................................................................... 28

ARTICLE V CLOSING CONDITIONS................................................................... 29

5.1 Conditions to Obligations of the Buyers........................................................ 29

5.2 Conditions to Obligations of the Seller and Kupfer............................................. 30

ARTICLE VI INDEMNIFICATION...................................................................... 31

6.1 Indemnification of the Buyers.................................................................. 31

6.2 Indemnification of the Sellers................................................................. 33

6.3 Survival....................................................................................... 33

6.4 Notice......................................................................................... 34

6.5 Defense of Claims.............................................................................. 34

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6.6 Determination of Losses........................................................................ 35

ARTICLE VII MISCELLANEOUS........................................................................ 36

7.1 Termination.................................................................................... 36

7.2 Notices........................................................................................ 37

7.3 Attorneys' Fees and Costs...................................................................... 37

7.4 Brokers........................................................................................ 37

7.5 Severability................................................................................... 38

7.6 Counterparts................................................................................... 38

7.7 Interpretation................................................................................. 38

7.8 Assignment..................................................................................... 38

7.9 Entire Agreement, Amendment.................................................................... 38

7.10 Specific Performance, Remedies Not Exclusive................................................... 38

7.11 GOVERNING LAW.................................................................................. 39

7.12 Drafting....................................................................................... 39

7.13 Usage.......................................................................................... 39

7.14 Certain Definitions............................................................................ 39

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iii

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EXECUTION COPY

PARTNERSHIP INTEREST PURCHASE AGREEMENT

This Partnership Interest Purchase Agreement (this "Agreement") is made

and entered into as of December 2, 2005 (the "Effective Date"), by and among Del

Mar GenPar, Inc., a Nevada corporation ("GenPar"); Del Mar Acquisition, Inc., a

Nevada corporation ("Newco" and, together with GenPar, each individually a

"Buyer" and collectively the "Buyers"); Surgical Ventures, Inc., a California

corporation (the "Seller"); and David M. Kupfer, M.D., an individual residing in

and licensed to practice medicine in the State of California ("Kupfer").

RECITALS

WHEREAS, the Seller is the legal and beneficial owner and holder of record

of a general partnership interest in Elite Surgical Centers, Del Mar L.P., a

California limited partnership (the "Partnership"), having a Percentage Interest

(as defined in the Partnership Agreement (as defined in Section 5.1(j))) of 1%

(the "GP Interest"), and is the sole general partner named in the Partnership

Agreement;

WHEREAS, the Seller is also the legal and beneficial owner and holder of

record of a limited partnership interest having a Percentage Interest of 60%;

WHEREAS, the remaining limited partnership interest in the Partnership,

having an aggregate Percentage Interest of 39%, is legally and beneficially

owned and held of record by the Persons (as defined in Section 2.16) identified

as "Non-Selling Limited Partners" in Schedule 2.4 to this Agreement;

WHEREAS, the Partnership engages in the business of operating the Elite

Surgical Center Del Mar located at 12264 El Camino Real, Suite 55, San Diego, CA

92130 (the "Business");

WHEREAS, the Seller desires to sell to GenPar, and GenPar desires to

purchase from the Seller, the GP Interest, on the terms and subject to the

conditions set forth in this Agreement;

WHEREAS, the Seller also desires to sell to Newco, and Newco desires to

purchase from the Seller, a limited partnership interest having a Percentage

Interest of 50% (the "LP Interest" and, together with the GP Interest, the

"Purchased Interests"), on the terms and subject to the conditions set forth in

this Agreement;

WHEREAS, Kupfer owns 100% of the issued and outstanding stock of the

Seller and will receive substantial direct and indirect benefits from the

transactions contemplated by this Agreement, and the Buyers have required that

Kupfer enter into this Agreement as a condition to the Buyers' execution hereof;

and

WHEREAS, Kupfer owns 100% of the issued and outstanding stock of Elite

Surgical Management, Inc., a California corporation ("Elite"), which provides

certain services to the

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Partnership, and desires to cause Elite to sell to Surgical Center Management,

Inc., a Nevada corporation and an Affiliate of the Buyers ("SCMI"), and SCMI

desires to purchase from Elite, the Elite Assets (as defined in Section 1.4(g));

NOW, THEREFORE, in consideration of the foregoing premises and the mutual

representations, warranties, covenants and agreements set forth herein, and

other good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1 Purchase and Sale of the Purchased Interests.

(a) Pursuant to the terms and subject to the conditions set forth

herein, GenPar hereby agrees to purchase from the Seller, and the Seller

hereby agrees to sell to GenPar, the GP Interest, for the consideration

set forth in Section 1.3(a).

(b) Pursuant to the terms and subject to the conditions set forth

herein, Newco hereby agrees to purchase from the Seller, and the Seller

hereby agrees to sell to Newco, the LP Interest, for the consideration set

forth in Section 1.3(b).

1.2 Closing Date. The consummation of the sale and purchase of the

Purchased Interests (the "Closing") will take place at the offices of Vsource,

Inc., a Delaware corporation and indirect parent of the Buyers ("VSCE"), located

at 7855 Ivanhoe Avenue, Suite 200, La Jolla, California 92037, at 11:00 a.m.

local time on January 31, 2006, or at such other date, time and place as is

mutually agreed among the parties or, if all of the conditions to the

obligations of the parties set forth in Article V have not been satisfied or

waived by January 31, 2006, and there is no agreement among the parties as to

another day, on the day that is two business days following the date on which

all such conditions (other than those conditions to be satisfied at the time of

the Closing) have been satisfied or waived (such date being herein called the

"Closing Date"). The Closing will be effective as of 12:01 a.m. on the Closing

Date.

1.3 Consideration.

(a) As consideration in full for the sale and purchase of the GP

Interest, GenPar will pay to the Seller an aggregate of $25,000 (the "GP

Purchase Price"). The GP Purchase Price will be payable at the Closing by

the transfer by GenPar to the Seller of the Series A GP Shares (as defined

below).

(b) As consideration in full for the sale and purchase of the LP

Interest, Newco will pay to the Seller an aggregate of $1,250,000 (the "LP

Purchase Price"). The LP Purchase Price will be payable at the Closing by

the issuance by Newco to the Seller of the Series A LP Shares and the

Series B Shares (each as defined below).

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Preferred Stock, par value $0.01 per share, of Newco, the Certificate of

Designation of which will be substantially in the form of Exhibit A

attached hereto;

(d) "Series A GP Shares" means the 2,500 shares of Series A

Preferred Stock that will be issued to GenPar by Newco prior to the

Closing, and which will be transferred to the Seller by GenPar at the

Closing as full consideration for the sale and purchase of the GP

Interest;

(e) "Series A LP Shares" means the 29,375 shares of Series A

Preferred Stock that will be issued to the Seller by Newco at the Closing

as partial consideration for the sale and purchase of the LP Interest;

(f) "Series B Preferred Stock" means the Series B Exchangeable

Redeemable Preferred Stock, par value $0.01 per share, of Newco, the

Certificate of Designation of which will be substantially in the form of

Exhibit B attached hereto (the "Series B Certificate of Designation");

(g) "Series B Shares" means the 19,125 shares of Series B Preferred

Stock that will be issued to the Seller by Newco at the Closing as partial

consideration for the sale and purchase of the LP Interest;

1.4 Closing Deliveries. At the Closing:

(a) GenPar will transfer to the Seller the Series A GP Shares, and

will deliver to the Seller certificates representing the Series A GP

Shares, duly endorsed for transfer or accompanied by a stock power duly

executed in blank, and any other documents that are necessary to transfer

to the Seller good title to the Series A GP Shares;

(b) Newco will issue to the Seller the Series A LP Shares and the

Series B Shares, and will deliver to the Seller certificates representing

the Series A LP Shares and the Series B Shares and any other documents

that are necessary to transfer to the Seller good title to the Series A LP

Shares and the Series B Shares;

that are necessary to transfer to GenPar and Newco good title to the GP

Interest and the LP Interest, respectively, including, without limitation,

the Assignment of GP Interest and the Assignment of LP Interest (as

defined in Sections 5.1(m) and (n), respectively);

(d) GenPar will be admitted to the Partnership as successor general

partner in accordance with Section 12.19 of the Partnership Agreement;

(e) Newco will be admitted to the Partnership as a limited partner

in accordance with Section 12.8 of the Partnership Agreement;

(f) the Seller will transfer and deliver to GenPar the originals or

copies of all of the books, records, ledgers, electronic media,

proprietary information and other data and all other written or electronic

depositories of information of and relating to the Partnership;

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(g) Kupfer will cause Elite to execute and deliver to SCMI any

documents that are necessary to transfer to SCMI good title to, a valid

leasehold interest in or a valid and enforceable right to use, as

applicable, any and all assets owned, leased or otherwise used by Elite,

in connection with its provision of services to the Partnership or

otherwise (collectively, the "Elite Assets"), including, without

limitation, a Bill of Sale, substantially in the form of Exhibit C

attached hereto (the "Bill of Sale"), which Bill of Sale will include a

complete and accurate listing of all of the Elite Assets; and

(h) the Buyers and the Seller will execute and deliver the documents

required to be delivered by each of them pursuant to Article V.

1.5 Further Assurances. At or after the Closing, and without further

consideration, the Seller will execute and deliver to Newco or GenPar such

further instruments of conveyance and transfer as either of them may reasonably

request in order more effectively to convey and transfer the GP Interest to

GenPar or the LP Interest to Newco, respectively, or for aiding, assisting,

collecting and reducing to possession any of the Purchased Interests and

exercising rights with respect thereto. The parties agree to cooperate

reasonably with each other and with their respective representatives in

connection with any steps required to be taken as part of their respective

obligations under this Agreement before and after the Closing, and shall (a)

furnish upon request to each other such further information; (b) execute and

deliver to each other such other documents; and (c) do such other acts and

things, all as any other party may reasonably request for the purpose of

carrying out the intent of this Agreement and the transactions contemplated

hereby, including, without limitation, providing any information necessary to

complete as well as execute one or more Federal Health Care Provider/Supplier

Enrollment Application CMS Form 855B.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND KUPFER

As a material inducement to the Buyers to enter into this Agreement and

consummate the transactions contemplated hereby, the Seller and Kupfer, jointly

and severally, represent and warrant to the Buyers that the statements contained

in this Article II (subject to the disclosures contained in the Schedules

referenced herein) are true and correct as of the Effective Date. The

disclosures in any particular Schedule referenced herein shall qualify as

disclosures with respect to all other Schedules referenced herein only where

specifically cross-referenced or, in the absence of a specific cross-reference,

only where the disclosure made in any particular Schedule referenced herein is

sufficient on its face, without reference to attachments or underlying

documentation (excluding appendices to the Schedules, which shall be deemed part

of the Schedules), to alert the Buyers to the relevance of the disclosure to

such other Schedules referenced herein.

2.1 Organization. The Partnership is a limited partnership and the Seller

is a corporation, each duly organized, validly existing and in good standing

under the laws of the State of California, and each has full power to own its

properties and to conduct its business as presently conducted. The Partnership

is not qualified to do business in any foreign jurisdiction, and no such

qualification is now required or will be required prior to the Closing. Set

forth in Schedule 2.1 is

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a list of all fictitious business names under which the Partnership operates,

all of which are registered in the County of San Diego.

2.2 Authority. Each of the Seller and Kupfer has all requisite power,

authority and capacity, corporate, individual or otherwise, to execute, deliver

and perform under this Agreement and the other agreements, certificates and

instruments to be executed by the Seller or Kupfer in connection with or

pursuant to this Agreement (collectively, the "Seller Documents"). The

execution, delivery and performance by the Seller of each Seller Document to

which it is a party has been duly authorized by all necessary action, corporate

or otherwise, on the part of the Seller. This Agreement has been, and at the

Closing the other Seller Documents will be, duly executed and delivered by the

Seller and Kupfer (to the extent each is a party thereto). This Agreement is,

and, upon execution and delivery by the Seller and Kupfer at the Closing, each

of the other Seller Documents will be, a legal, valid and binding agreement of

the Seller and Kupfer (to the extent each is a party thereto), enforceable

against the Seller and Kupfer in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, fraudulent

conveyance or similar laws affecting the enforcement of creditors' rights

generally and subject to general principles of equity (regardless of whether

enforcement is sought in a proceeding at law or in equity).

2.3 Formation Documents. The Seller or Kupfer has delivered to the Buyers

true, correct and complete copies of the Partnership's certificate of limited

partnership, all partnership agreements in effect during the last five years,

minute books and equity record books, as applicable. Such records include

minutes or consents reflecting all actions taken by the general partner or the

limited partners of the Partnership from the date of organization of the

Partnership through the Effective Date.

2.4 Capitalization.

(a) Set forth in Schedule 2.4 is a complete and accurate list of all

of the ownership interests in the Partnership and the capital account

balances associated therewith. The Purchased Interests have been duly

authorized and validly issued in compliance with all applicable Laws (as

defined in Section 2.17) and the provisions of the Partnership Agreement

or any applicable predecessor operating agreement of the Partnership, and

are fully paid and nonassessable and free of preemptive rights. The

Partnership does not have any equity interests reserved for issuance.

(b) There are no outstanding options, warrants, convertible or

exchangeable securities or other rights, agreements, arrangements or

commitments obligating the Seller or the Partnership, directly or

indirectly, to issue, sell, purchase, acquire or otherwise transfer or

deliver any equity interest in the Partnership, or any agreement,

document, instrument or obligation convertible or exchangeable therefor.

There are no agreements, arrangements or commitments of any character

(contingent or otherwise) pursuant to which any Person is or may be

entitled to receive any payment based on the revenues or earnings, or

calculated in accordance therewith, of the Partnership. There are no

voting trusts, proxies or other agreements or understandings to which the

Seller or the Partnership is a party or by which the Seller or the

Partnership is bound with respect to the voting of any equity interest in

the Partnership. Neither the GP Interest nor the LP Interest was issued in

violation of the

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Securities Act of 1933, as amended (the "1933 Act"), or any applicable

state securities Laws.

2.5 Title to Securities. The Seller owns of record and beneficially the

Purchased Interests, free and clear of any obligation, lien, claim, pledge,

security interest, liability, charge, contingency or other encumbrance or claim

of any nature (a "Lien") other than as provided in the Partnership Agreement.

Upon sale of the Purchased Interests and delivery of certificates (or other

transfer documents included in the Seller Documents) therefor to the Buyers

hereunder, GenPar will acquire the entire legal and beneficial interests in the

GP Interest and Newco will acquire the entire legal and beneficial interests in

the LP Interest, each free and clear of any Lien and subject to no legal or

equitable restrictions of any kind other than as provided in the Partnership

Agreement.

2.6 No Subsidiaries. The Partnership does not have any subsidiaries or own

any equity or debt interest or any form of proprietary interest in any Person,

or any obligation, right or option to acquire any such interest.

2.7 Title to Assets.

(a) Set forth in Schedule 2.7(a) is a complete and accurate list

(including the street address, where applicable) of: (i) all real property

owned by the Partnership; (ii) all real property leased by the

Partnership; (iii) each vehicle owned or leased by the Partnership; and

(iv) each other tangible asset owned or leased by the Partnership and

having a book value in excess of $5,000. No tangible or intangible asset

used in or associated with the Business is owned or leased by the Seller,

Kupfer or any Affiliate (as defined in Section 7.14(a)) of the Seller or

Kupfer (other than the Partnership).

(b) The Partnership has good and marketable title to all of the

assets it purports to own and used in connection with the Business, and

owns all of such assets free and clear of any Liens, other than Liens set

forth in Schedule 2.7(b), all of which will be released at or prior to the

Closing, and Permitted Liens (as defined in Section 7.14(e)). The

Partnership holds a valid leasehold interest in or otherwise has a valid

and enforceable right to use all of the assets used in connection with the

Business that it does not own.

Property") is zoned for a classification that permits the continued use of

the Real Property in the manner currently used by the Partnership.

Improvements included in the assets of the Partnership were constructed,

and remain, in compliance with all applicable covenants, conditions,

restrictions and material Laws affecting the Real Property. Final

certificates of occupancy have been issued for the improvements on the

Real Property permitting the existing use of such improvements. There are

no actions pending or, to the Knowledge of the Seller or Kupfer,

threatened that would alter the current zoning classification of the Real

Property or alter any applicable covenants, conditions, restrictions or

material Laws that would adversely affect the use of the Real Property in

the Business. Neither the Partnership nor the Seller or Kupfer has

received notice from any insurance company or Governmental Entity (as

defined in Section 2.11) of any defects or inadequacies in the Real

Property or the improvements thereon that would adversely affect the

insurability or usability of the Real Property or such improvements or

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prevent the issuance of new insurance policies thereon at rates not

materially higher than present rates. To the Knowledge of the Seller or

Kupfer, no fact or condition exists that would result in the

discontinuation of necessary utilities or services to the Real Property or

the termination of current access to and from the Real Property. The

Seller is not a "foreign person" as that term is defined in Section 1445

of the Internal Revenue Code of 1986, as amended (the "Code"), and

applicable regulations.

2.8 Condition and Sufficiency of Assets. The assets of the Partnership,

including any assets held under leases or licenses: (i) include all assets used

in the Business; (ii) are in good condition and repair, ordinary wear and tear

excepted; (iii) have been properly and regularly maintained in all material

respects; (iv) conform in all material respects to all applicable Laws relating

to their construction, use, operation and maintenance; and (v) constitute all

assets used by the Partnership in the conduct of the Business.

2.9 Accounts Receivable. Set forth in Schedule 2.9 is a complete and

accurate schedule of the accounts receivable of the Partnership as of the

Effective Date, for dates of service commencing on or after __________ ___, 2005

(collectively and together with all accounts receivable of the Partnership

created after the Effective Date, the "Accounts Receivable"). The Accounts

Receivable represent or will represent valid obligations arising from sales

actually made or services actually performed by the Partnership in the ordinary

course of business. Except to the extent paid prior to the Closing Date, such

Accounts Receivable are or will be as of the Closing Date current and

collectible net of the respective reserves shown on the Latest Balance Sheet

(which reserves are adequate, commercially reasonable and calculated consistent

with past practices and will not represent a Material Adverse Effect in the

composition of such Accounts Receivable in terms of aging). Subject to such

reserves, each of such Accounts Receivable either has been or, to the Knowledge

of the Seller or Kupfer will be, collected in full, without any setoff, within

60 days after the day on which it first becomes due and payable. There is no

contest, claim, defense or right of setoff under any agreement with any account

debtor of an Account Receivable relating to the amount or validity of such

Account Receivable, other than returns in the ordinary course of business and

consistent with past practices of the Partnership or normal reductions pursuant

to contracts with the Payors (as defined in Section 2.19) which set forth lower

reimbursement rates than the gross amount of receivable invoiced.

2.10 No Violation. Except as set forth in Schedule 2.10, neither the

execution or delivery of the Seller Documents nor the consummation of the

transactions contemplated thereby, including without limitation the sale of the

Purchased Interests to the Buyers, will, to the Knowledge of the Seller or

Kupfer, conflict with or result in the breach of any term or provision of,

require any consent, approval, ratification, waiver, notification, license,

permit, order or other authorization (including any Governmental Authorization

(as defined in Section 2.11)) (collectively, "Consents") or violate or

constitute a default under (or an event that with notice or the lapse of time or

both would constitute a breach or default), or result in the creation of any

Lien on the Purchased Interests or the assets of the Partnership pursuant to, or

relieve any third party of any obligation to the Partnership or give any third

party the right to terminate or accelerate any obligation under, any charter

provision, bylaw, provision of the Partnership Agreement, Partnership Contract

(as defined in Section 2.25(a)), License (as defined in Section 2.18) or Law to

which the Seller or the Partnership is a party or by which any assets of the

Partnership or otherwise used in the Business is in any way bound or obligated.

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2.11 Governmental Authorizations. Except as set forth in Schedule 2.11, to

the Knowledge of the Seller or Kupfer, no Consent, franchise, grant,

identification or registration number, easement, variance, exemption or

certificate issued, granted, given or otherwise made available by or under the

authority of, or registration, qualification, designation, declaration or filing

with, any nation, state, county, city, town, village, district or other

jurisdiction of any nature; federal, state, local, municipal, foreign or other

government; governmental or quasi-governmental agency, authority, commission,

board or other body of any nature (including any governmental branch,

department, official or entity and any court or other tribunal); multi-national

organization or body; or body exercising, or entitled to exercise, any

administrative, executive, judicial, legislative, police, regulatory or taxing

authority or power of any nature (collectively, each a "Governmental Entity"),

or required pursuant to any applicable Laws (collectively, each a "Governmental

Authorization"), is required on the part of the Seller or the Partnership in

connection with the sale and purchase of the Purchased Interests or any of the

other transactions contemplated by this Agreement.

2.12 Financial Statements. Attached as Schedule 2.12 are true and complete

copies of (a) the unaudited balance sheet of the Partnership (collectively, the

"Latest Balance Sheet") as of November 30, 2005 (the "Latest Balance Sheet

Date") and the related unaudited statements of operations and cash flow of the

Partnership for the nine months then ended; and (b) the audited balance sheets

of the Partnership as of December 31, 2003 and 2004 and the related audited

statements of operations and cash flow for the periods then ended (collectively,

the "Financial Statements"). The Financial Statements present fairly the

financial condition of the Partnership at the dates specified and the results of

its operations for the periods specified and have been prepared in accordance

with generally accepted accounting principles, consistently applied ("GAAP")

except, with respect to the unaudited Financial Statements, for the absence of

footnote disclosure and for changes resulting from normal year-end adjustments

for recurring accruals (which will not be material individually or in the

aggregate). The Financial Statements do not contain any items of a special or

nonrecurring nature, except as expressly stated therein. The Financial

Statements have been prepared from the books and records of the Partnership,

which accurately and fairly reflect the transactions of, acquisitions and

dispositions of assets by, and incurrence of Liabilities (as defined in Section

2.13(a)) by the Partnership.

2.13 Absence of Undisclosed Liabilities.

(a) The Partnership has no direct or indirect debts, obligations or

liabilities of any nature, whether absolute, accrued, contingent,

liquidated or otherwise, and whether due or to become due, asserted or

unasserted (collectively, "Liabilities") except for: (i) Liabilities

reflected on the Latest Balance Sheet, including any reserves (and, for

this purpose, a Liability shall be deemed to be included in a reserve if

it is the type of Liability for which such reserve was established,

regardless of whether such Liability is actually included in the reserve,

provided that the aggregate amount of all Liabilities actually included or

deemed to be included in the reserve do not exceed the aggregate amount of

the reserve reflected on the Latest Balance Sheet, and provided further

that if the aggregate amount of all such Liabilities actually included or

deemed to be included in the reserve exceeds the aggregate amount of such

reserve, this representation and warranty will be deemed breached only to

the extent of such excess); (ii) current Liabilities incurred in the

ordinary course of business and consistent with past practices after the

Latest Balance Sheet

<PAGE>

Date; (iii) Liabilities incurred in the ordinary course of business and

consistent with past practices under the Partnership Contracts and under

other agreements entered into by the Partnership in the ordinary course of

business that are not included within the definition of Partnership

Contracts set forth in Section 2.25, which Liabilities are not required by

GAAP to be reflected in the Latest Balance Sheet; and (iv) Liabilities

disclosed in the Schedules to this Agreement.

(b) Set forth in Schedule 2.13(b) is a complete and accurate list of

the principal balance of all long-term and short-term Liabilities of the

Partnership (other than trade accounts payable incurred in the ordinary

course of business and consistent with past practices) as of the Latest

Balance Sheet Date, as well as the name of the lender or creditor with

respect to each such Liability.

include only liabilities and obligations incurred in the normal course of

business of the Partnership, consistent with past practices and amounts,

and do not include, without limitation, any Liabilities under an agreement

or otherwise that result from any breach or default (or event that with

notice or lapse of time would constitute a breach or default), tort,

infringement or violation of Law by the Partnership, the Seller or Kupfer.

2.14 Absence of Certain Changes. Since the Latest Balance Sheet Date,

except as set forth in Schedule 2.14, there has not been:

(a) any Material Adverse Effect with respect to the Partnership, or

with respect to the manner in which the Partnership conducts the Business;

(b) any declaration, setting aside or payment of any dividends or

distributions in respect of any equity interests in the Partnership or any

redemption, purchase or other acquisition by the Partnership of any of its

equity interests, except as contemplated by this Agreement;

any distribution or any repayment of indebtedness) to or for the benefit

of any equityholder of the Partnership, other than compensation and

expense reimbursements paid in the ordinary course of business and

consistent with past practice;

(d) any revaluation by the Partnership of any of its assets,

including the writing down or off of notes or Accounts Receivable and the

writing down of the value of inventory, other than in the ordinary course

of business and consistent with past practice;

(e) any entry by the Partnership into any commitment or transaction

material to the Partnership including, without limitation, incurring or

agreeing to incur capital expenditures or to make payments to customers

(other than pursuant to agreements listed in Schedule 2.25(a)) in excess

of $5,000, individually or in the aggregate;

(f) any increase in indebtedness for borrowed money, or any issuance

or sale of any debt securities, or any assumption, guarantee or

endorsement of any Liability of any other Person, or any loan or advance

to any other Person;

<PAGE>

(g) any breach or default (or event that with notice or lapse of

time would constitute a breach or default), termination or threatened

termination under any Partnership Contract binding on the Partnership or

to which any asset of the Partnership is subject;

(h) any change by the Partnership in its accounting methods,

principles or practices;

(i) any increase in the benefits under, or the establishment or

amendment of, any bonus, insurance, severance, deferred compensation,

pension, retirement, profit sharing or other employee benefit plan, or any

increase in the compensation payable or to become payable to the Seller or

any officers or employees of the Partnership, except for annual merit

increases in salaries or wages in the ordinary course of business and

consistent with past practice;

(j) the termination of employment (whether voluntary or involuntary)

of any officer or key employee of the Partnership or the termination of

employment (whether voluntary of involuntary) of employees of the

Partnership in excess of historical attrition in personnel;

(k) any theft, condemnation or eminent domain proceeding or any

damage, destruction or casualty loss affecting any asset used in the

Business, whether or not covered by insurance;

(l) any sale, assignment or transfer of any asset used in the

Business, except sales of inventory or obsolete equipment in the ordinary

course of business and consistent with past practice;

(m) any waiver by the Partnership or any equityholder of the

Partnership of any rights related to the Business;

(n) any action other than in the ordinary course of business and

consistent with past practice, to pay, discharge, settle or satisfy any

claim or Liability;

(o) any settlement or compromise of any pending or threatened suit,

action, or claim relevant to the transactions contemplated by this

Agreement;

(p) any issuance, sale or disposition, or agreement to issue, sell

or dispose, of any equity interest in the Partnership, or any instrument

or other agreement convertible or exchangeable for any equity interest in

the Partnership;

(q) any authorization, recommendation, proposal or announcement of

an intention to adopt a plan of complete or partial liquidation or

dissolution of the Partnership;

(r) any acquisition, or investment in the equity or debt securities

of any Person (including in any joint venture or similar arrangement) by

the Partnership;

<PAGE>

(s) any other transaction, agreement or commitment entered into or

affecting the Business or the Partnership, except in the ordinary course

of business and consistent with past practice; or

(t) any agreement or understanding to do or resulting in any of the

foregoing.

2.15 Taxes.

(a) The Partnership has filed or caused to be filed on a timely

basis all Tax returns that are or were required to be filed by it. The

Partnership has timely paid all Taxes that have become due and payable as

Taxes imposed on it, pursuant to such Tax returns or otherwise, or

pursuant to any assessment received by it, except such Taxes, if any, as

are being contested in good faith and as to which adequate reserves have

been provided in the Latest Balance Sheet.

(b) The Partnership has not requested or been granted an extension

of time for filing any Tax return that has not yet been filed.

books of the Partnership are accurate. To the Knowledge of the Seller or

Kupfer, there exists no proposed tax assessment against the Partnership

except as disclosed in the Latest Balance Sheet. All Taxes that the

Partnership is or was required to withhold or collect have been duly

withheld or collected and, to the extent required, have been paid to the

proper Governmental Entity.

(d) All Tax returns filed by the Partnership are true, correct, and

complete in all material respects.

(e) There are no outstanding agreements or waivers extending the

statutory period of limitation applicable to any claim for, or the period

for the collection or assessment of, Taxes due from or with respect to the

Partnership for any taxable period.

(f) No audit, examination or similar proceeding is pending or, to

the Knowledge of the Seller or Kupfer, threatened with respect to the

Partnership or any Tax return filed by the Partnership.

(g) The Partnership has never made an election to be taxed as an

association taxable as a corporation for federal income tax purposes.

(h) "Tax" or "Taxes" means any and all taxes, charges, fees, levies,

assessments, duties or other amounts payable to any federal, state, local

or foreign taxing authority or agency, including, without limitation: (i)

income, franchise, profits, gross receipts, minimum, alternative minimum,

estimated, ad valorem, value added, sales, use, service, real or personal

property, capital stock, license, payroll, withholding, disability,

employment, social security, workers compensation, unemployment

compensation, utility, severance, excise, stamp, windfall profits,

transfer and gains taxes; (ii) customs, duties, imposts, charges, levies

or other similar assessments of any kind; and (iii) interest, penalties

and additions to tax imposed with respect thereto.

<PAGE>

2.16 Litigation. Except as set forth on Schedule 2.16, there are currently

no pending or, to the Knowledge of the Seller or Kupfer, threatened lawsuits,

administrative proceedings, reviews or formal or informal complaints or

investigations (collectively "Litigation"), in each case by any individual,

corporation, partnership, Governmental Entity or other entity (collectively, a

"Person") against or relating to the Partnership or any equityholder, officer,

employee or agent (in their capacities as such) of the Partnership or to which

any of the assets of the Partnership is subject. The Partnership is not subject

to or bound by any currently existing judgment, order, writ, injunction, decree,

ruling or charge. Neither the Seller nor Kupfer has any reason to believe that

any such Litigation may be brought or threatened against the Partnership. The

Seller is not a party to or subject to the provisions of any judgment, order,

writ, injunction, decree, ruling or charge of any court or Governmental Entity

prohibiting the execution, delivery or performance of this Agreement or the

consummation of the transactions contemplated hereby. There are no malpractice

claims or Liabilities against the Partnership or the Seller and, to the

Knowledge of the Seller or Kupfer, no facts exist that might be the basis for a

malpractice claim or Liability against the Partnership or the Seller.

2.17 Compliance with Laws. The Partnership is currently complying with and

has at all times complied with each applicable federal, state, local or foreign

constitution, statute, law, code, ordinance, decree, order, rule or regulation

of any Governmental Entity and all orders and decrees of courts, tribunals and

arbitrators (collectively, "Laws"), in all material respects.

2.18 Licenses. The Partnership owns, possesses or holds from each

appropriate Governmental Entity all licenses, permits, authorizations,

approvals, quality certifications, franchises or rights (collectively,

"Licenses") issued by any Governmental Entity necessary to conduct the Business.

Set forth in Schedule 2.18 is a complete and accurate list of each such License.

No loss or expiration of any such License is pending or, to the Knowledge of the

Seller or Kupfer, threatened or reasonably foreseeable, other than expiration in

accordance with the terms thereof of Licenses that may be renewed in the

ordinary course of business without lapsing. Each such License is now and as of

the Closing will be in good standing and not subject to meritorious challenge.

2.19 Payors. Set forth in Schedule 2.19 is a complete and accurate list of

each third-party payor or provider that is doing or has done business with the

Partnership and accounted for 10% or more of the revenues of the Partnership for

the year ended December 31, 2004 or for the interim period ending on the Latest

Balance Sheet Date (collectively, the "Payors"). None of the Payors has

threatened, or notified the Seller or Kupfer of any intention, to terminate or

materially alter its relationship with the Partnership, or materially alter the

amount of the business that such Payor is presently doing with the Partnership,

and none of the Seller, Kupfer or the Partnership has any information, or is

aware of any facts, indicating that any Payor intends to do any of the

foregoing, either as a result of the transactions contemplated by this Agreement

or otherwise. Except as set forth in Schedule 2.19, there has been no change in

pricing or pricing structure (other than ordinary course changes consistent with

past practices) with any Payor and there has been no dispute with a Payor, in

each case since January 1, 2005.

2.20 Medical Staff Matters. Set forth in Schedule 2.20 is a list of all

providers in good standing on the medical staff of the Partnership. There are no

pending or, to the Knowledge of the Seller or Kupfer, threatened disputes with

applicants, staff members or health professional

<PAGE>

affiliates and all appeal periods in respect of any medical staff member or

applicant against whom an adverse action has been taken have expired.

2.21 Health Care Legal Matters.

(a) The Partnership has complied, and is in compliance, with all

applicable Laws regulating the financing, reimbursement, payment,

acquisition, construction, operation, maintenance or management of a

health care practice, facility, provider or payor, including, without

limitation: (i) 42 U.S.C. Sections 1320a-7, 7a and 7b, which are commonly

referred to as the "Federal Anti-Kickback Statute"; (ii) 42 U.S.C. Section

1395nn, which is commonly referred to as the "Stark Statute"; (iii) 31

U.S.C Sections 3729-3733, which is commonly referred to as the "Federal

False Claims Act"; (iv) Titles XVIII and XIX of the Social Security Act,

implementing regulations and program manuals; and (v) 42 U.S.C. Sections

1320d-1320d-8 and 42 C.F.R. Sections 160, 162 and 164, which is commonly

referred to as "HIPAA" (the foregoing hereinafter collectively referred to

as "Health Care Laws"), applicable to the Business. The Partnership has

maintained all records required to be maintained in connection with the

Medicare and Medicaid programs established under Titles XVIII and XIX of

the Social Security Act, and such other similar federal, state or local

reimbursement or governmental programs, managed care plans and any other

private health care insurance programs and employee assistance programs,

as well as any future similar programs, for which the Partnership is

eligible (the foregoing hereinafter referred to collectively as the "Payor

Source Programs") as required by applicable Health Care Laws.

(b) Without limiting the foregoing, the Partnership has not, and

neither the Seller nor Kupfer has (with respect to the Partnership or the

Business), and to the Knowledge of the Seller or Kupfer none of the

Non-Selling Limited Partners has (with respect to the Partnership or the

Business), engaged in any activities that are prohibited under any Health

Care Laws or any other federal or state statutes related to false or

fraudulent claims, the regulations promulgated pursuant to such statutes,

or any related state or local statutes or regulations, including, without

limitation, the following:

(i) knowingly and willfully making or causing to be made any

false statement or representation of material fact in any

application for any benefit or payment;

(ii) knowingly and willfully making or causing to be made any

false statement or representation of a material fact for use in

determining rights to any benefit or payment;

(iii) failing to disclose knowledge by a claimant of the

occurrence of any event affecting the initial or continued right to

any benefit or payment on its own behalf or on behalf of another,

with intent to fraudulently secure such benefit or payment; or

(iv) knowingly and willfully soliciting or receiving any

remuneration (including any kickback, bribe or rebate), directly or

indirectly, overtly or

<PAGE>

covertly, in cash or in kind or offering to pay or receive such

remuneration in return for (A) referring an individual for the

furnishing or arranging for the furnishing of any item or service

for which payment may be made in whole or in part by any Payor

Source Programs; or (B) purchasing, leasing, or ordering or

arranging for or recommending the purchasing, leasing or ordering of

any good, facility, service or item for which payment may be made in

whole or in part by a Payor Source Program.

memorialized in writing) with any physician or any immediate family member

of any physician in connection with the Business. For purposes of this

Section 2.21(c), the term "financial relationship" has the meaning set

forth in the Stark Statute.

(d) The Partnership is certified for participation and reimbursement

and qualified as a participating provider under the Payor Source Programs

set forth in Schedule 2.21(d). The Partnership has current provider

numbers and provider agreements for such Payor Source Programs as are set

forth in Schedule 2.21(d). There are no pending appeals, overpayment

determinations, challenges, audits, litigation, or notices of intent to

open Payor Source Programs' claim determinations or other reports required

to be filed by the Partnership, except for such appeals of individual

claim denials that occur in the ordinary course of business. None of the

Seller, Kupfer or the Partnership has received any notice indicating that

the Partnership's qualification as a participating provider may be

terminated or withdrawn nor do any of them have any reason to believe that

such qualification may be terminated or withdrawn. The Partnership has

timely filed all claims or other reports required to be filed with respect

to the purchase of products or services by third-party payors (including

Payor Source Programs), and all such claims or reports are complete and

accurate in all respects. The Partnership has no Liability to any

third-party payor with respect thereto, except for Liabilities incurred in

the ordinary course of business.

(e) With respect to the Business, neither the Seller nor Kupfer,

nor, to the Knowledge of the Seller or Kupfer, any officer or employee of

the Partnership or any other party to any contract with the Partnership:

(i) has been convicted of or charged with any violations of

law related to Medicare, Medicaid, any other Federal Health Care

Program (as defined in 42 U.S.C. Section 1320a-7b(f)), or any other

Payor Source Program;

(ii) has been convicted of, charged with or investigated for

any violation of law related to fraud, theft, embezzlement, breach

of fiduciary responsibility, financial misconduct, obstruction of an

investigation or controlled substances;

(iii) is excluded, suspended or debarred from participation,

or is otherwise ineligible to participate, in any Payor Source

Program or has committed any violation of law which is reasonably

expected to serve as the basis for any such exclusion, suspension,

debarment or other ineligibility; or

<PAGE>

(iv) has violated or is presently in violation of any Health

Care Laws.

2.22 Environmental Matters.

(a) Except as described in Schedule 2.22: (i) the properties,

operations and activities of the Partnership are and at all times have

been in compliance with all applicable Environmental Laws in all respects;

including without limitation by having all Licenses required to be

obtained or filed by the Partnership under any Environmental Law in

connection with any aspect of the operation of the Business, and the

Partnership is in compliance with the terms and conditions of all such

Licenses; (ii) none of the Real Property contains any Hazardous Material

in amounts exceeding the levels permitted by applicable Environmental Laws

as a result of the Partnership's operations or activities or, to the

Knowledge of the Seller or Kupfer, for any other reason; (iii) during the

past five years, the Partnership has not received any notices, demand

letters or requests for information from any Governmental Entity or other

Person indicating that the Partnership may be in violation of, or liable

under, any Environmental Law, or relating to any of its current or former

assets; (iv) except with respect to matters that have been fully resolved

with no continuing Liability to the Partnership, no reports have been

filed, or are required to be filed, by (or relating to) the Partnership

concerning any release of any Hazardous Material or the threatened or

actual violation of any Environmental Law; (v) no Person or property has

been exposed to Hazardous Material, and no Hazardous Material has been

disposed of, released or transported, in violation of any applicable

Environmental Law to or from any Real Property or as a result of any

activity of the Partnership; (vi) there have been no environmental

investigations, studies, audits, tests, reviews or other analyses

regarding compliance or noncompliance with any Environmental Law conducted

by or on behalf of, or which are in the possession of, the Partnership or

the Seller relating to the Business or the activities of the Partnership

or any of the Real Property that have not been delivered to the Buyers

prior to the Effective Date; (vii) there are no underground storage tanks

on, in or under any of the Real Property, and no underground storage tanks

have been closed or removed from any of the Real Property; (viii) there is

no asbestos present in any of the Real Property in violation of any

Environmental Law, (ix) neither the Partnership nor any of its assets is

subject to any Liabilities relating to any suit, settlement, Law, judgment

or claim asserted or arising under any Environmental Law; (x) the

Partnership has satisfied and is currently in compliance with all

financial responsibility requirements applicable to its operations and

imposed by any Governmental Entity under any Environmental Laws; and (xi)

there are no environmental conditions either (A) existing on the

Partnership's property or (B) resulting from the Partnership's operations

or activities, whether past or present, that would give rise to any

on-site or off-site remediation obligations under any Environmental Laws.

(b) As used herein, "Environmental Law" means any applicable Laws,

License or agreement with any Governmental Entity relating in any manner

to Hazardous Materials, pollution, contamination, or the protection of the

environment enacted or in effect in any and all jurisdictions in which the

Partnership owns property or conducts the Business.

<PAGE>

solid, liquid or gaseous that: (i) is listed, defined, classified or

regulated as a "Hazardous Material," "hazardous material," hazardous

waste," extremely hazardous waste," toxic substance," "sludge,"

"pollutant," "contaminant," or is otherwise listed, defined classified or

regulated in similar fashion, such as dangerous, hazardous, or toxic, in

or pursuant to any Environmental Law; or (ii) is or contains asbestos,

radon, any polychlorinated biphenyl, urea formaldehyde foam insulation,

explosive or radioactive material, crude oil or any fraction thereof, or

motor fuel or other refined or process petroleum hydrocarbons.

2.23 Employee Matters. Set forth in Schedule 2.23 is a complete and

accurate list of all current employees of the Partnership, including date of

employment, current title and compensation, and date and amount of last increase

in compensation. There are no written or oral employment agreements between the

Partnership and any of its employees. All of the Partnership's employees are

employees at will and may be terminated by the Partnership, without prior

notice, for any reason or for no reason. In relation to its employees, both

present and former, the Partnership has: (a) complied with all obligations

imposed on it by all Laws relevant to the relations between it and its employees

or any disclosed trade union; (b) maintained adequate and suitable records

regarding the service of each of its employees; and (c) withheld all income tax

required by the Code or by applicable state and local Laws, and payments due for

social security contributions (including the employer's contributions) and any

other amount required to be withheld under any federal, state or local Laws,

from salaries, wages and bonuses paid by the Partnership, complied with all

withholding requirements and maintained proper records in respect of the

foregoing. The Partnership has no collective bargaining, union or labor

agreements, contracts or other arrangements with any group of employees, labor

union or employee representative and there is no organization effort currently

being made or, to the Knowledge of the Seller or Kupfer, threatened by or on

behalf of any labor union with respect to employees of the Partnership. The

Partnership has not experienced, and, to the Knowledge of the Seller or Kupfer,

there is no basis for, any strike, labor trouble, work stoppage, slow down or

other interference with or impairment of the Business.

2.24 Employee Benefit Plans.

(a) The Partnership has no "Employee Benefit Plans." The term

"Employee Benefit Plans" means (a) any "employee benefit plan" or "plan"

within the meaning of Section 3(3) of the Employee Retirement Income

Security Act of 1974, as amended ("ERISA"), and (b) all plans or policies

providing for "fringe benefits" (including but not limited to vacation,

paid holidays, personal leave, employee discounts, educational benefits or

similar programs), and each other bonus, incentive compensation, deferred

compensation, profit sharing, stock, severance, retirement, health, life,

disability, group insurance, employment, stock option, stock purchase,

stock appreciation right, performance share, supplemental unemployment,

layoff, consulting, or any other similar plan, agreement, policy or

understanding (whether written or oral, qualified or nonqualified,

currently effective or terminated), and any trust, escrow or other

agreement related thereto, which (i) is, or has been within the past five

years, established, maintained or contributed to by the Partnership or any

other corporation or trade or business under common control with the

Partnership (an "ERISA Affiliate") as determined under Section 414(b),

(c), (m) or (o) of the Code, or with respect to which the

<PAGE>

Partnership has or may have any Liability; or (ii) provides benefits, or

describes policies or procedures of the Partnership or any of its

Affiliates applicable, to any present or former officer, employee or

dependent thereof of the Partnership, regardless of whether funded. The

term "Employee Benefit Plans" also includes any written or oral

representations made to any present or former officer or employee of the

Partnership by the Partnership or its Affiliates promising or guaranteeing

any employer payment or funding for the continuation of medical, dental,

life or disability coverage for any period of time beyond the end of the

current plan year (except to the extent of coverage required under Code

Section 4980B) or a similar provision of state law.

(b) Neither the Seller nor the Partnership is party to any "multiple

employer plan" or "multi-employer plan" (as described or defined in ERISA

or the Code).

any formal plan or commitment, whether legally binding or not, to create

any Employee Benefit Plan that would affect any present or former officer

or employee of the Partnership, or any dependent or beneficiary thereof.

(d) There is no Employee Benefit Plan that is maintained or

contributed to by the Partnership, the Seller or any ERISA Affiliate with

respect to which the Partnership has or may have any Liability that is or

was subject to Part 3 of Title I of ERISA or Title IV of ERISA.

(e) The Buyers will not assume any Employee Benefit Plans of the

Partnership or take on any Liability relating to any Employee Benefit

Plans of the Partnership.

(f) The Partnership does not provide, nor is it obligated to

provide, benefits, including without limitation death, health, medical, or

hospitalization benefits (whether or not insured), with respect to current

or former officers or employees of the Partnership, or their dependents or

beneficiaries, beyond their retirement or other termination of employment

other than (i) coverage mandated by applicable Law; (ii) death benefits or

retirement benefits under any "employee pension benefit plan," as that

term is defined in Section 3(2) of ERISA; or (iii) deferred compensation

benefits accrued as liabilities on the books of the Partnership.

(g) No Liability under Title IV of ERISA or Section 412 of the Code

has been incurred (directly or indirectly) by the Partnership or any ERISA

Affiliate that has not been satisfied in full.

(h) Neither the Partnership nor any ERISA Affiliate maintains or has

ever participated in a multiple employer welfare arrangement as described

in Section 3(40)(A) of ERISA for which the Partnership may become liable

under ERISA.

(i) No Lien has been filed by any Person and no Lien exists by

operation of Law or otherwise on the assets of the Partnership relating

to, or as a result of, the operation or maintenance of any Employee

Benefit Plan, and neither the Seller nor

<PAGE>

Kupfer has any Knowledge of the existence of facts or circumstances that

would result in the imposition of such Lien.

(j) Neither the execution and delivery of this Agreement nor the

consummation of the transactions contemplated hereby will (i) result in

any payment becoming due to any officer or employee of the Partnership; or

(ii) result, separately or in the aggregate, in an "excess parachute

payment" within the meaning of Section 280G of the Code.

2.25 Partnership Contracts.

(a) Schedule 2.25(a) sets forth a complete and accurate list of each

agreement (whether written or oral and including all amendments thereto)

relating to the Business or to which the Partnership is a party or a

beneficiary or by which the Partnership or any of its assets is bound

(collectively, the "Partnership Contracts"), including without limitation

the following: (i) all payor and provider contracts with any of the

Payors; (ii) management or similar or related agreements; (iii) agreements

pursuant to which the Partnership sells or distributes any services or

products; (iv) real property leases; (v) capital or operating leases or

conditional sales agreements relating to vehicles, equipment or other

assets of the Partnership; (vi) agreements evidencing, securing or

otherwise relating to any indebtedness for borrowed money for which the

Partnership is liable; (vii) agreements pursuant to which the Partnership

is entitled or obligated to acquire any assets from a third Person; (viii)

insurance policies; (ix) employment, consulting, noncompetition,

separation, collective bargaining, union or labor agreements or

arrangements; and (x) agreements with or for the benefit of any

equityholder, manager, director, officer or employee of the Partnership or

any Affiliate or immediate family member thereof.

(b) The Seller has delivered to the Buyers a copy of each written

Partnership Contract and a detailed written summary of each oral

Partnership Contract. Except as described in Schedule 2.25(b), (i) each

Partnership Contract is valid, binding and in full force and effect and

enforceable in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, fraudulent conveyance

or similar laws affecting the enforcement of creditors' rights generally

and subject to general principles of equity (regardless of whether

enforcement is sought in a proceeding at law or in equity); (ii) the

Partnership has performed all of its obligations that have become due

under any Partnership Contract to which it is a party, and there exists no

breach or default (or event that with notice or lapse of time would

constitute a breach or default) on the part of the Partnership or any

other Person under any Partnership Contract; (iii) there has been no

termination or notice of default or, to the Knowledge of the Seller or

Kupfer, any threatened termination under any Partnership Contract; and

(iv) to the Knowledge of the Seller or Kupfer, no party to a Partnership

Contract intends to alter its relationship with the Partnership as a

result of or in connection with the acquisition contemplated by this

Agreement.

Contracts will require Consent from the Partnership's counterparty or will

result in a breach, termination, termination right or change in any right

or obligation thereunder as a result

<PAGE>

of the consummation of the transactions contemplated by this Agreement.

With respect to the Partnership Contracts identified in Schedule 2.25(c),

the Buyers will have the right to participate in any communication with

such counterparties in connection with obtaining the required approval.

(d) Neither any of the Partnership Contracts nor any other

agreements, understandings or proposed transactions to which the Seller,

Kupfer or the Partnership is a party will cause a Material Adverse Effect

on the Partnership's business or on the Seller's or Kupfer's ability to

perform their obligations under this Agreement.

2.26 Intellectual Property. The Partnership does not own, or have any

license or use rights with respect to, any registered and unregistered

trademarks, service marks or trade names (except to the extent any of the

fictitious business names listed in Schedule 2.1 may be considered to be trade

names), or registered copyrights or patents, or applications for or licenses (to

or from the Partnership) with respect to any of the foregoing, or any computer

software or software licenses (other than commercial "shrink-wrap" software and

software licenses), in each case that are used in connection with the Business.

2.27 Competing Interests. Except as set forth in Schedule 2.27, neither

the Seller nor the Partnership, nor, to the Knowledge of the Seller or Kupfer,

any equityholder, director, general partner, officer, employee or agent of the

Partnership, any Affiliate of the Seller or the Partnership or any immediate

family member of Kupfer: (a) owns, directly or indirectly, an interest in any

Person that is a competitor, customer or supplier of the Partnership or that

otherwise has business dealings with the Partnership; or (b) is a party to, or

otherwise has any direct or indirect interest opposed to the Partnership under,

any Partnership Contract or other business relationship or arrangement (other

than investments in publicly traded equity securities constituting less than 1%

of the outstanding securities of that class).

2.28 No Conflict of Interest. The Partnership is not indebted, directly or

indirectly, to the Seller, Kupfer, any family member of Kupfer, any Affiliate of

any of the foregoing or any of the Partnership's equityholders, officers or

employees, in any amount whatsoever other than in connection with expenses or

advances of expenses incurred in the ordinary course of business and consistent

with past practices. None of the Seller, Kupfer, any family member of Kupfer,

any Affiliate of any of the foregoing or any of the Partnership's equityholders,

officers or employees is indebted, directly or indirectly, to the Partnership,

nor does any of the foregoing have any direct or indirect ownership interest in

any entity with which the Partnership has a business relationship. The

Partnership is not a guarantor or indemnitor of any indebtedness of any other

Person.

2.29 Illegal Payments. Neither the Partnership nor any equityholders,

general partners, officers, employees or agents, or any Affiliate or immediate

family member of any of the foregoing, has: (a) used any funds of the

Partnership for contributions, gifts or entertainment in violation of applicable

Law, or for other purposes, including relating to political activity, in

violation of applicable Law; or (b) made any payment for the account or benefit,

or using funds, of the Partnership in violation of applicable Law to foreign or

domestic government officials or employees or to foreign or domestic political

parties or campaigns or violated any provision of the Foreign Corrupt Practices

Act of 1977, as amended.

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2.30 Insurance. The Partnership has maintained and now maintains insurance

on the Business and all of its assets of a type customarily insured, covering

property damage and loss of income by fire or other casualty, as well as

adequate insurance protection against all Liabilities, claims and risks against

which it is customary to insure, including, without limitation, professional

liability insurance. Set forth in Schedule 2.30 is a complete and accurate list

of all policies, bonds and other forms of insurance currently owned or held by

or on behalf of or providing insurance coverage to the Partnership, the Business

or the assets of the Partnership, and its officers, employees or agents, along

with a description of all claims and their current status made under any such

policy. All such policies are issued by insurers of recognized responsibility

and insure the Partnership, the Business and the assets of the Partnership

against such losses and risks, and in such amounts, as are customary in the case

of companies of established reputation engaged in the same or similar businesses

and similarly situated. All such policies are in full force and effect, and the

Partnership has not done or omitted to do or suffered anything to be done which

has or might render such policies void or voidable or that would cause or allow

any claims under any such policies to be denied. The Partnership has not

received a notice of default under any such policy or received written notice of

any pending or threatened termination or cancellation, coverage limitation or

reduction, or material premium increase with respect to any such policy. To the

Knowledge of the Seller or Kupfer, there are no circumstances likely to give

rise to any claim under any such policies. Neither the Seller nor Kupfer has

received any communications that would cause the Seller or Kupfer to believe

that the Partnership will not be able to continue to maintain such insurance

policies with the same coverage for substantially the same premium amount.

2.31 Accredited Investor; Disclosure Materials. The Seller is an

"accredited investor" as such term is defined in Rule 501(a) promulgated under

the 1933 Act, who by reason of its business and financial experience has such

knowledge, sophistication and experience in business and financial matters as to

be capable of evaluating the merits and risks of, and could be reasonably

assumed to have the capacity to protect its own interests in connection with, an

investment in the Series A GP Shares, the Series A LP Shares and the Series B

Shares (collectively, the "Newco Shares") and, having had access to or having

been furnished with all such information as it has considered necessary, has

concluded that it is able to bear those risks. The Seller acknowledges that (a)

it has not received, and will not receive, any prospectus, placement memorandum

or any similar disclosure materials with respect to the Newco Shares; (b) it has

had access to or been furnished with copies of the most recent Annual Report on

Form 10-K and each subsequent Quarterly Report on Form 10-Q and Current Report

on Form 8-K, in each case filed by VSCE with the Securities and Exchange

Commission; (c) such information is the only disclosure information that is

available or that has been or will be provided by the Buyers in connection with

the transactions contemplated by this Agreement; (d) such information is

sufficient for the Seller to be capable of evaluating the merits and risks of an

investment in the Newco Shares; and (e) the Seller has reviewed such information

and has concluded that it is able to bear those risks.

2.32 Investment Intent. The Seller is acquiring the Newco Shares for its

own account and not with a view to or for sale in connection with any

distribution of any of the Newco Shares within the meaning of Section 2(11) of

the 1933 Act.

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2.33 Restricted Securities. The Seller understands that the Newco Shares

constitute "restricted securities" within the meaning of Rule 144 promulgated

under the 1933 Act and may not be sold, pledged or otherwise disposed of unless

they are subsequently registered under the 1933 Act and applicable state

securities laws or unless an exemption from registration is available. The

Seller understands that the Newco Shares, and any securities issued in respect

thereof or exchange therefor, may bear one or more of the following restrictive

legends substantially in the form provided below:

(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR

INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR

DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN

EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL

IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT

REQUIRED UNDER THE SECURITIES ACT OF 1933"; and

(b) any legend required by the securities laws of any state to the

extent such laws are applicable to the shares represented by the

certificate so legended.

2.34 Full Disclosure. No representation or warranty of the Seller

contained in this Agreement, and nothing set forth herein or in the exhibits

attached hereto, or in any document furnished or to be furnished to the Buyers

at the Closing, or in any other information or materials delivered by the Seller

or the Partnership to the Buyers (when read together), contains any untrue

statement of a material fact or omits to state a material fact necessary in

order to make the statements contained herein or therein not misleading in light

of the circumstances under which they were made. The Seller and Kupfer have

disclosed to the Buyers all facts and information material to the proposed

purchase of the Purchased Interests that are known to such parties.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYERS

The Buyers, jointly and severally, represent and warrant to the Seller

that the statements contained in this Article III (as supplemented by the

Schedules referenced herein, if any) are true and correct as of the Effective

Date.

3.1 Organization. Each of the Buyers is a corporation duly organized,

validly existing and in good standing under the laws of the State of Nevada.

3.2 Authority. Each of the Buyers has all requisite power and authority,

corporate or otherwise, to execute, deliver and perform under this Agreement and

the other agreements, certificates and instruments to be executed by the Buyers

in connection with or pursuant to this Agreement (collectively, the "Buyer

Documents"). The execution, delivery and performance by each Buyer of each Buyer

Document to which it is a party has been duly authorized by all necessary

action, corporate or otherwise, on the part of such Buyer. This Agreement has

been, and at the Closing the other Buyer Documents will be, duly executed and

delivered by each Buyer (to the extent each is a party thereto). This Agreement

is, and, upon execution and delivery by the Buyers at the Closing, each of the

other Buyer Documents will be, a legal, valid and binding agreement of each

Buyer (to the

<PAGE>

extent each is a party thereto), enforceable against such Buyer in accordance

with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the

enforcement of creditors' rights generally and subject to general principles of

equity (regardless of whether enforcement is sought in a proceeding at law or in

equity).

3.3 No Violation. The execution, delivery and performance of the Buyer

Documents by the Buyers will not conflict with or result in the breach of any

term or provision of, or violate or constitute a default under any charter

provision or bylaw or under any material agreement, order or Law to which any

Buyer is a party or by which any Buyer is in any way bound or obligated.

3.4 Governmental Authorizations. Except to the extent required in

connection with any of the Governmental Authorizations required on the part of

the Seller or the Partnership as described in Schedule 2.11, or as required by

any applicable securities Laws, no Governmental Authorization is required on the

part of any Buyer in connection with the transactions contemplated by this

Agreement.

3.5 Litigation. There are no pending or, to the Knowledge of the Buyers,

threatened, lawsuits, administrative proceedings, arbitrations, reviews or

formal or informal complaints or investigations by any Person that in any manner

challenges or seeks to prevent, enjoin, alter or materially delay any of the

transactions contemplated by this Agreement.

3.6 No Brokers. No Buyer has dealt with any broker or consultant with

respect to the purchase and sale of the Purchased Interests, or with any other

Person who may claim a commission or finder's fee arising out of this Agreement

or any of the transactions contemplated hereby, except that the Buyers have paid

a consulting fee of $25,000 to Donald Cook.

3.7 Accredited Investor. Each of the Buyers is an "accredited investor" as

such term is defined in Rule 501(a) promulgated under the 1933 Act, who by

reason of its business and financial experience has such knowledge,

sophistication and experience in business and financial matters as to be capable

of evaluating the merits and risks of, and could be reasonably assumed to have

the capacity to protect its own interests in connection with, an investment in

the Purchased Interests and, having had access to or having been furnished with

all such information as it has considered necessary, has concluded that it is

able to bear those risks.

3.8 Investment Intent. GenPar is acquiring the GP Interest for its own

account and not with a view to or for sale in connection with any distribution

of the GP Interest within the meaning of Section 2(11) of the 1933 Act. Newco is

acquiring the LP Interest for its own account and not with a view to or for sale

in connection with any distribution of the LP Interest or any portion thereof

within the meaning of Section 2(11) of the 1933 Act.

3.9 Restricted Securities. The Buyers understand that the Purchased

Interests constitute "restricted securities" within the meaning of Rule 144

promulgated under the 1933 Act and may not be sold, pledged or otherwise

disposed of unless they are subsequently registered

<PAGE>

under the 1933 Act and applicable state securities laws or unless an exemption

from registration is available.

3.10 Full Disclosure. No representation or warranty of the Buyers

contained in this Agreement, and nothing set forth herein or in the exhibits

attached hereto, or in any document furnished or to be furnished to the Seller

at the Closing, or in any other information or materials delivered by the Buyers

to the Seller (when read together), contains any untrue statement of a material

fact or omits to state a material fact necessary in order to make the statements

contained herein or therein not misleading in light of the circumstances under

which they were made.

ARTICLE IV

COVENANTS AND AGREEMENTS

4.1 Conduct of Business. Prior to the Closing, unless the Buyers otherwise

consent in writing, the Seller will cause the Partnership to:

(a) operate in the ordinary course of business and consistent with

past practices and use its commercially reasonable efforts to preserve the

goodwill of the Partnership and of its officers, employees, customers,

suppliers, Governmental Bodies and others having business dealings with

the Partnership;

(b) use its commercially reasonable efforts to preserve intact the

business organization of the Partnership, to keep available the services

of the Partnership's present officers and key employees, consultants,

advisors and managers and to maintain satisfactory relationships with

Payors, agents, insurers, reinsurers, suppliers and other Persons having

business relationships with the Partnership;

engage in any transaction outside the ordinary course of business,

including without limitation by making any expenditure, investment,

commitment or distribution of assets to any of its partners or entering

into any agreement or arrangement of any kind;

(d) maintain a level of collectible receivables acceptable to the

Buyers in their sole and absolute discretion;

(e) maintain cash on hand as of the Closing Date equal to at least

$100,000 plus the Retained Expenses (as defined below) (the "Required

Capital"); the Buyers acknowledge and agree that the Seller may cause the

Partnership to distribute its cash on hand in excess of the Required

Capital to the Partnership's equityholders immediately prior to the

transfer of the Purchased Interests to the Buyers as contemplated by this

Agreement; the "Retained Expenses" means an amount sufficient to satisfy

all Liabilities incurred or accrued by the Partnership prior to the

Closing Date that are (i) normal recurring expenses, incurred in the

ordinary course of business and consistent with past practices, which

accrued more than 30 days prior to the Closing Date; or (ii) any other

Liabilities which relate to services provided to the Partnership, products

purchases by the

<PAGE>

Partnership or any other obligation which was not incurred in the ordinary

course of business and consistent with past practices prior to the Closing

Date;

(f) satisfy all of its Liabilities other than trade accounts payable

incurred in the ordinary course of business and consistent with past

practices prior to the Closing, including, without limitation, the

Liabilities set forth in Schedule 2.13(b).

(g) maintain all insurance policies and all Licenses that are

required for the Partnership to carry on the Business;

(h) maintain all Partnership Contracts in the usual, regular and

ordinary manner and consistent with past practices;

(i) not approve or make any change in the list in Schedule 2.20 of

providers in good standing on the medical staff of the Partnership, as

listed;

(j) maintain books of account and records in the usual, regular and

ordinary manner and consistent with past practices;

(k) not acquire by merger, consolidation or acquisition of stock or

assets any Person or make any investment in any other Person either by

purchase of stock or securities, contributions to capital, property

transfer or purchase of any amount of property or assets (other than

supplies in the ordinary course of business and consistent with past

practice);

(l) not amend the Partnership Agreement or alter through merger,

liquidation, reorganization, restructuring or in any other fashion the

Partnership's structure or ownership;

(m) not authorize or make any new expenditure not permitted under

the current budget provided to the Buyers prior to the Effective Date,

including without limitation any capital lease or non-ordinary course

lease, except in the ordinary course of business up to the amounts

contemplated by such budget;

(n) not make any tax election, settle or compromise any Tax

Liability or consent to the extension of time for the assessment or

collection of any Tax;

(o) not enter into any exclusive arrangements with suppliers or

customers, unless such arrangements are terminable by the Partnership upon

no more than 30 days' notice, or incur or agree to incur any payments to

customers (other than pursuant to agreements listed in Schedule 2.25(a))

in excess of $5,000;

(p) not enter into any noncompetition or most favored nation

agreement that binds the Partnership;

(q) not enter into any collective bargaining agreement; and

<PAGE>

(r) not take or willfully omit to take any action that would result

in a breach (as of the Closing) of the representations and warranties set

forth in Section 2.14.

Notwithstanding the foregoing, the Partnership will be permitted prior to the

Closing to make distributions to its partners of amounts estimated to be owed by

such partners for federal and state income Taxes relating to the income of the

Partnership through the Closing Date.

4.2 Access and Information. Prior to the Closing, the Seller and Kupfer

will cause the Partnership to permit the Buyers and its representatives to have

reasonable access to the Partnership's equityholders, officers, employees,

agents, assets and properties and, prior to and after the Closing, all relevant

books, records and documents of or relating to the Business and the assets of

the Partnership during normal business hours and will furnish to the Buyers such

information, financial records and other documents relating to the Partnership,

the Business and the assets of the Partnership as the Buyers may reasonably

request. The Seller and Kupfer will cause the Partnership to permit the Buyers

and their representatives reasonable access to the Partnership's accountants,

auditors, customers and suppliers for consultation or verification of any

information obtained by the Buyers and will use, and will cause the Partnership

to use, commercially reasonable best efforts to cause such Persons to cooperate

with the Buyers and their representatives in such consultations and in verifying

such information. The Seller and Kupfer will have the right to participate in

any contact with such Persons.

4.3 Supplemental Disclosure. Prior to the Closing but as soon as

practicable after the discovery thereof, the Seller and Kupfer will supplement

or amend each of the Schedules hereto with respect to any matter that arises or

is discovered after the Effective Date that, if existing or Known by the Seller

or Kupfer on the Effective Date, would have been required to be set forth or

listed in the Schedules hereto.

4.4 Assistance with Licenses and Filings. The Seller and Kupfer will

assist the Buyers in obtaining any Licenses, or any consents to assignment or

change in control related thereto, that the Buyers will require in connection

with the continued operation of the Business after the Closing.

4.5 Substitution Guarantor. GenPar will use its commercially reasonable

efforts to assist the Seller and Kupfer in removing themselves from any personal

guarantees made by them with respect to the leases identified in Schedule 4.5,

including, without limitation, by becoming a substitution guarantor with respect

thereto.

4.6 Fulfillment of Conditions by the Sellers. The Seller and Kupfer will

take all reasonable steps within their power to cause to be fulfilled the

conditions precedent to the Buyers' obligations to consummate the transactions

contemplated hereby that are dependent on the actions of the Seller or Kupfer.

4.7 Fulfillment of Conditions by the Buyers. The Buyers will take all

reasonable steps within their power to cause to be fulfilled the conditions

precedent to the obligations of the Seller and Kupfer to consummate the

transactions contemplated hereby that are dependent on the actions of the

Buyers.

<PAGE>

4.8 D

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