HOUSECALL MEDICAL RESOURCES INC, 8-K/A, 1997-08-27

HOUSECALL MEDICAL RESOURCES INC
8-K/A, 1997-08-27
HOME HEALTH CARE SERVICES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------------------
FORM 8-K/A
-------------------------

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: May 13, 1997
(Date of earliest event reported)
---------------------------

HOUSECALL MEDICAL RESOURCES, INC.
------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)

Delaware 0-28134 58-2114917
- -------------------------------------------------------------------------
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation or Identification No.)
Organization)

1000 Abernathy Road, Building 400, Suite 1825, Atlanta, Georgia 30328
-----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (770) 379-9000

Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

As previously reported in the Company's Form 10-Q for the quarter
ended March 31, 1997, on May 13, 1997, the Company consummated the
acquisition of Healthfirst, Inc. ("Healthfirst"), a Tennesee corporation
located in Knoxville, Tennessee, in a transaction structured as a series
of simultaneous purchases of the stock and limited partnership interests
of the Healthfirst affiliates that comprised the management services
business operation.

The Company paid approximately $21.3 million in cash and agreed
to issue 63,000 shares of its Common Stock in consideration for the
acquisition, and it assumed approximately $1.2 million of indebtedness
related to the operations of the acquired businesses which was promptly
paid off. In connection with the acquisitions, certain principal
shareholders of Healthfirst executed non-compete and employment
agreements with the Company or its subsidiaries.

The transaction with Healthfirst was financed primarily with borrowings
under the Company's new $40,000,00 credit facility, entered into on May 13,
1997, with Toronto Dominion Bank. The acquisition was accounted for as
a purchase, with the acquired assets being recorded at their respective
fair market values.

ITEM 7: FINANCIAL STATEMENTS

(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

Healthfirst Entities
Combined Financial Statements
year ended December 31, 1996

Report of Independent Auditors
Audited Combined Balance Sheet as of December 31, 1996 and
Unaudited Combined Balance Sheet as of March 31, 1997
Audited Combined Statement of Income for the year ended
December 31, 1996 and Unaudited Combined Statements of Income
for the three months ended March 31, 1996 and 1997
Audited Combined Statement of Owners' Capital Deficiency for the
year ended December 31, 1996 and Unaudited Combined Statement
of Owners' Capital Deficiency for the three months ended
March 31, 1997
Audited Combined Statement of Cash Flows for the year ended
December 31, 1996 and Unaudited Combined Statements of Cash
Flows for the three months ended March 31, 1996 and 1997
Notes to Combined Financial Statements

(B) PRO FORMA FINANCIAL INFORMATION

Unaudited Pro Forma Financial Information
Unaudited Pro Forma Condensed Balance Sheet, as of
March 31, 1997
Unaudited Pro Forma Statement of Operations
For the Year Ended June 30, 1996
Unaudited Pro Forma Statement of Operations
For the Nine Months Ended March 31, 1997
Notes to Unaudited Pro Forma Financial Information

-1-<PAGE>
(C) EXHIBITS

Exhibit 2.1 Acquisition Agreement by and Among Housecall Medical
Resources, Inc., HFI Acquisition Corp., HFI Management,
Inc., HFI Home Care Management, L.P., The Shareholders
of HFI Management, Inc. and the Partners of HFI Homecare
Management, L.P., dated May 13, 1997

Exhibit 2.2 Share Purchase Agreement by and Among HFI Acquisition Corp.
Housecall Medical Resources, Inc., HF Holdings, Inc. HTHF,
Inc. and Home Technology Healthcare, Inc., dated May 13, 1997

Exhibit 2.3 First Amendment to Share Purchase Agreement and First
Amendment to Acquisition Agreement by and between Housecall
Medical Resources, Inc., HFI Acquisition Corp., HFI
Management, Inc., HFI Home Care Management, L.P., The
Shareholders of HFI Management, Inc. and the Partners of HFI
Homecare Management, L.P., dated May 13, 1997

Exhibit 2.4 Securities Acquistion Agreement by and between Housecall
Medical Resources, Inc., and R. Steven Williams, dated as of
May 13, 1997.

Exhibit 23 Consent of Ernst & Young LLP

-2-<PAGE>
FINANCIAL STATEMENT INDEX

Healthfirst Entities
Combined Financial Statements
year ended December 31, 1996

Report of Independent Auditors ......................................F-1
Audited Combined Balance Sheet as of December 31, 1996 and
Unaudited Combined Balance Sheet as of March 31, 1997.............. F-2
Audited Combined Statement of Income for the year ended
December 31, 1996 and Unaudited Combined Statements of Income
for the three months ended March 31, 1996 and 1997................ F-3
Audited Combined Statement of Owners' Capital Deficiency for the
year ended December 31, 1996 and Unaudited Combined Statement
of Owners' Capital Deficiency for the three months ended
March 31, 1997 ................................................... F-4
Audited Combined Statement of Cash Flows for the year ended
December 31, 1996 and Unaudited Combined Statements of Cash
Flows for the three months ended March 31, 1996 and 1997.......... F-5
Notes to Combined Financial Statements ............................. F-6

Housecall Medical Resouces, Inc.
Unaudited Pro Forma Financial Statements

Unaudited Pro Forma Financial Information...........................F-18
Unaudited Pro Forma Condensed Balance Sheet.........................F-19
As of March 31,1997
Unaudited Pro Forma Statement of Operations
For the Year Ended June 30, 1996..................................F-20
Unaudited Pro Forma Statement of Operations for the
Nine Months Ended March 31,1997...................................F-21
Notes to Unaudited Pro Forma Financial Information..................F-22

-3-<PAGE>

Report Of Independent Auditors

The Board of Directors and Shareholders
Housecall Medical Resources, Inc.

We have audited the accompanying combined balance sheet of the
Healthfirst Entities (as described in Note 1 to the combined
financial statements) as of December 31, 1996, and the related
combined statements of income, combined owners' capital
deficiency and combined cash flows for the year then ended.
These combined financial statements are the responsibility of the
Healthfirst Entities' management. Our responsibility is to
express an opinion on these combined financial statements based
on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the combined financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall combined financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined
financial position of the Healthfirst Entities at December 31,
1996 and the combined results of their operations and their
combined cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Atlanta, Georgia
August 20, 1997

F-1
<PAGE>
Healthfirst Entities

Combined Balance Sheets

<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
-------------------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 518,765 $ 312,370
Accounts receivable, less allowance for doubtful accounts
of $463,000 at December 31, 1996 and $507,000 at March
31, 1997 2,317,022 2,445,748
Receivable from Home Technology Healthcare, Inc. for
income taxes 320,312 299,376
Other current assets 12,364 31,097
--------------------------------
Total current assets 3,168,463 3,088,591
Property and equipment, net 2,286,282 2,172,431
Goodwill and other intangibles, net 141,073 119,587
Other assets 28,851 133,540
--------------------------------
Total assets $ 5,624,669 $ 5,514,149
================================
LIABILITIES AND OWNERS' CAPITAL DEFICIENCY
Current liabilities:
Accounts payable $ 675,195 $ 611,885
Accrued payroll and related expenses 557,583 733,445
Line of credit 225,000 225,000
Amounts due to Home Technology Healthcare, Inc. 451,685 936,407
Note payable to Home Technology Healthcare, Inc. 2,503,583 2,503,583
Current portion of long-term debt 23,824 21,495
Current portion of capital lease obligations 384,366 351,379
--------------------------------
Total current liabilities 4,821,236 5,383,194

Long-term debt 210,263 208,294
Capital lease obligations 840,411 768,376
Note payable to shareholder 40,000 -

Owners' capital deficiency:
Common stock 10,100 10,100
Additional paid-in capital 341,650 341,650
Partners' capital:
General Partner 35,121 42,750
Limited Partners 1,307,529 1,012,843
Accumulated deficit (1,981,641) (2,253,058)
--------------------------------
Total owners' capital deficiency (287,241) (845,715)
--------------------------------
Total liabilities and owners' capital deficiency $ 5,624,669 $ 5,514,149
================================
</TABLE>
See accompanying notes.

F-2
<PAGE>

Healthfirst Entities

Combined Statements of Income
<TABLE>
<CAPTION>

Year ended Three months ended
December 31, March 31,
1996 1996 1997
-----------------------------------------------
(unaudited)
<S> <C> <C> <C>
Revenue $15,883,217 $3,813,033 $4,506,317

Operating expenses:
Salaries, wages and employee benefits 8,665,763 2,028,722 2,136,183
General and administrative expense 4,209,106 909,080 957,350
Depreciation and amortization 721,790 245,389 220,981
Provision for doubtful accounts 639,172 159,793 188,815
Home Technology Healthcare, Inc.
management fees 281,089 67,575 69,019
-----------------------------------------------
Total costs and expenses 14,516,920 3,410,559 3,572,348
-----------------------------------------------
Operating income 1,366,297 402,474 933,969

Interest expense 209,385 49,325 41,049
Interest expense--affiliates 1,023,483 211,885 323,688
-----------------------------------------------
Income before income taxes 133,429 141,264 569,232

Income tax (benefit) provision (418,156) (121,414) 77,706
-----------------------------------------------
Net income $ 551,585 $ 262,678 $ 491,526
===============================================
</TABLE>

See accompanying notes.

F-3
<PAGE>
<TABLE>
<CAPTION>
Healthfirst Entities

Combined Statement of Owners' Capital Deficiency

Additional Partners'
Common Stock Paid-In Capital Accumulated
Shares Amount Capital General Limited Deficit Total
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 1,010,210 $10,100 $341,650 $ 15,284 $ 1,513,095 $ (549,506) $ 1,330,623
Net income - - - 19,837 1,963,883 (1,432,135) 551,585
Distributions to owners - - - - (2,169,449) - (2,169,449)
----------------------------------------------------------------------------------------
Balance at December 31, 1996 1,010,210 10,100 341,650 35,121 1,307,529 (1,981,641) (287,241)
Net income (unaudited) - - - 7,629 755,314 (271,417) 491,526
Distributions to owners (unaudited) - - - - (1,050,000) - (1,050,000)
----------------------------------------------------------------------------------------
Balance at March 31, 1997 (unaudited) 1,010,210 $10,100 $341,650 $ 42,750 $ 1,012,843 $(2,253,058) $ (845,715)
========================================================================================
</TABLE>
See accompanying notes.

F-4

<PAGE>
Healthfirst Entities

Combined Statements of Cash Flows

<TABLE>
<CAPTION>
Year ended Three months ended
December 31, March 31,
1996 1996 1997
(unaudited)
--------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 551,585 $ 262,678 $ 491,526
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 721,790 245,389 220,981
Deferred income taxes (91,238) - -
Changes in operating assets and liabilities:
Accounts receivable 110,579 (180,663) (128,726)
Other current assets (4,984) 3,780 (18,733)
Receivable from Home Technology
Healthcare, Inc. for income taxes (565,668) (130,215) 20,936
Other assets 69,456 (46,703) (104,689)
Accounts payable and other accruals 329,499 740,818 112,552
---------------------------------------------
Net cash provided by operating activities 1,121,019 895,084 593,847

INVESTING ACTIVITIES
Purchases of property and equipment (359,130) (131,663) (85,644)
---------------------------------------------
Net cash used by investing activities (359,130) (131,663) (85,644)

FINANCING ACTIVITIES
Home Technology Healthcare, Inc. advances
(payments), net 1,450,948 (163,954) 484,722
Distributions to partners (2,169,449) (550,000) (1,050,000)
Borrowings on line of credit, net 7,000 - -
Borrowings on long-term debt 24,974 38,827 18,271
Principal payments on long-term debt (27,410) (6,021) (22,569)
Principal payments under capital lease obligations (345,950) (204,813) (105,022)
Principal payments on note payable to shareholder (40,000) (40,000) (40,000)
---------------------------------------------
Net cash used by financing activities (1,099,887) (925,961) (714,598)

Net decrease in cash and cash equivalents (337,998) (162,540) (206,395)
Cash and cash equivalents, beginning of period 856,763 856,763 518,765
---------------------------------------------
Cash and cash equivalents, end of period
$ 518,765 $ 694,223 $ 312,370
=============================================
</TABLE>
See accompanying notes.
F-5
<PAGE>
Healthfirst Entities

Notes to Combined Financial Statements

December 31, 1996

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The accompanying combined financial statements present the
assets, liabilities, owners' capital deficiency and the results
of operations and cash flows of Healthfirst, Inc. (which was
acquired by Housecall Medical Resources, Inc. ("Housecall") and
includes its wholly-owned subsidiaries Computer Masters of
Kentucky, Inc. and Health Care Resources, Inc., but excludes its
wholly-owned subsidiaries Southland Medical Supply, Inc., Health
Service Management, Inc., Appalachian Medical, Inc., Cumberland
Area Health Care Service, Inc. and Southeastern Medical Supplies,
Inc. which were not acquired by Housecall), combined with HFI
Management, Inc. and HFI Home Care Management, L.P., a
partnership, (hereinafter collectively referred to as the
"Healthfirst Entities" and the "Companies"). The Companies were
under common control of Home Technology Healthcare, Inc. ("Home
Technology") and several related management shareholders and
partners throughout the periods presented and were acquired by
Housecall on May 13, 1997. Home Technology and the group of
related management shareholders owned 80% and 20%, respectively,
of Healthfirst, Inc. since 1992. The management shareholders and
partners owned approximately 50% of HFI Management, Inc. and HFI
Home Care Management, L.P. since inception of these entities in
1994.

The Companies provide full-service management and consulting
services to home health-care providers in nineteen states
throughout the country. The primary customers include hospital-
based home health care agencies, hospices, clinics and physician
practices. Transactions between the combined Companies are
eliminated in combination. No adjustment has been made to the
carrying value of the assets and liabilities in the accompanying
combined financial statements related to the acquisition of the
Healthfirst Entities by Housecall.

The Companies have excess current liabilities over current assets
as of December 31, 1996. Included in current liabilities are a
short term note payable of approximately $2,504,000 and other
advances of approximately $452,000 due to Home Technology. The
note was due on March 5, 1997. The note and the advances due to
Home Technology were satisfied in connection with Housecall's
purchase of the Companies on May 13, 1997.

F-6
<PAGE>
Healthfirst Entities

Notes to Combined Financial Statements (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results inevitably will differ from those estimates and such
differences may be material to the combined financial statements.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the combined balance sheet for
cash and cash equivalents, accounts receivable, other current
assets, other assets, accounts payable, accrued payroll and
related expenses, other accrued liabilities, and the amounts due
to and from related parties approximate their fair values. The
carrying amounts reported in the combined balance sheet for the
line of credit, long-term debt and capital lease obligations
approximate fair value since the debt and capital leases bear
interest at rates which approximate current market rates.

CASH AND CASH EQUIVALENTS

Cash equivalents include investments in highly liquid
instruments with a maturity of three months or less at the date
of purchase.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Equipment under
capital leases is recorded at the net present value of the future
minimum lease payments at the inception of the related leases.
Depreciation and amortization (including equipment leased under
capital lease obligations) are computed using the straight-line
method over the following estimated useful lives or the term of
the lease, if shorter:

Buildings and leasehold improvements 40 years
Furniture and equipment 5-10 years
Computer equipment 3-6 years

F-7
<PAGE>

Healthfirst Entities

Notes to Combined Financial Statements (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

GOODWILL AND OTHER INTANGIBLES

Goodwill represents the excess of purchase price over the net
assets of businesses acquired. Goodwill is being amortized on a
straight-line basis over 40 years. Accumulated amortization at
December 31, 1996 was $15,457.

The amortization period of goodwill was determined based on the
Companies' assessment of the future cash flows of the Companies'
acquired businesses. In evaluating anticipated future cash
flows, the Companies considered factors such as general health
care industry trends, competition, regulatory and legal issues
and other economic factors.

Other intangibles include non-compete agreements which are
amortized over 5 years. Accumulated amortization at December 31,
1996 was $576,022.

LONG-LIVED ASSETS

The carrying value of goodwill and other long-lived assets is
reviewed whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If
this review indicates that the asset will not be recoverable, as
determined based on the undiscounted cash flows of the operating
entity or asset over the remaining amortization period, the
carrying value of the asset will be reduced to its fair value.

INCOME TAXES

Income taxes have been provided in accordance with Statement of
Financial Accounting Standards No. 109. HFI Home Care
Management, L.P. (the "Partnership") is organized as a
partnership. The partners assume the responsibility for income
taxes for the Partnership. Accordingly, income taxes for income
attributable to the Partnership have not been provided for in the
combined financial statements of the Companies.

F-8
<PAGE>

Healthfirst Entities

Notes to Combined Financial Statements (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CONCENTRATION OF CREDIT RISK

The Companies' principal financial instruments subject to
potential concentration of credit risk are their trade accounts
receivable for which the Companies do not generally require
collateral. During the year ended December 31, 1996,
approximately 57% of the Companies' revenues were derived from a
group of customers wholly owned by the same corporation dispersed
across many geographic locations. At December 31, 1996, the
accounts receivable from these customers represented
approximately 67% of the total accounts receivable. The
concentration of credit risk with respect to these customers and
the remaining trade accounts receivable is limited due to the
large number of customers and their dispersion across many
geographic locations.

REVENUE RECOGNITION

Revenue is derived from management service contracts and is
recognized at contracted rates as services are provided. The
Companies' management services agreements are generally for terms
of one to five years. The Companies are generally compensated
based on the number of visits performed by the managed agencies.
Renewal of the agreements is subject to negotiation at their
expiration.

UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS

The unaudited interim combined financial statements as of March
31, 1997 and for the three months ended March 31, 1996 and March
31, 1997 have been prepared in accordance with generally accepted
accounting principles for interim financial information.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 1997 are
not necessarily indicative of the results that may be expected
for the year ending December 31, 1997.

F-9
<PAGE>
Healthfirst Entities

Notes to Combined Financial Statements (continued)

3. PROPERTY AND EQUIPMENT

At December 31, 1996, property and equipment, at cost, including
property and equipment recorded under capital leases, consist of:

Computer equipment $2,860,961
Furniture and equipment 610,446
Buildings and improvements 319,411
----------
3,790,818
Less: Accumulated depreciation and
amortization (1,504,536)
----------
$2,286,282
==========

4. LINE OF CREDIT

The line of credit was entered into in April 1996 by HFI Home
Care Management, L.P. (the "Debtor") for a maximum amount of
$500,000. Interest is payable monthly at rates between
8.25% to 8.50% with all principal due in April 1997. Commitment
fees of .25% are payable quarterly on the unused portion of the
funds available under the line of credit. The line of credit is
secured by the accounts receivable of the Debtor which aggregated
approximately $1,088,000 at December 31, 1996. At December 31,
1996, the Companies had outstanding borrowings of $225,000
against this line of credit.

F-10
<PAGE>
Healthfirst Entities

Notes to Combined Financial Statements (continued)

5. Long-Term Debt

At December 31, 1996, long-term debt consists of:

Note payable to Home Technology $ 2,503,583
Note payable to a bank 217,896
Note payable to shareholder 40,000
Other 16,191
-----------
2,777,670
Less current portion (2,527,407)
-----------
$ 250,263
===========

In March 1992, Healthfirst, Inc. entered into an unsecured
Promissory Note with Home Technology in the amount of $2,790,000.
The note bears interest at 12% and requires quarterly interest payments.
The note is due on the earlier of March 5, 1997, the day Healthfirst,
Inc. completes an initial public offering or the day Healthfirst, Inc. is
sold to a third-party. The note was satisfied in connection with
Housecall's purchase of the Companies on May 13, 1997.

Healthfirst, Inc. entered into a $240,000 promissory note in
February 1994 with a bank. The note bears interest at 7.5% and
requires equal monthly principal and interest payments through
August 1999. The note is secured by certain corporate office
property. The carrying value of the corporate office property was
approximately $280,000 at December 31, 1996.

In March 1992, Healthfirst, Inc. entered into a $200,000
subordinated note payable with a shareholder. The note bears
interest at 12% and requires quarterly interest payments.
Principal is payable in five equal annual installments beginning
January 1993. The note is subordinate to all obligations of the
Company to banks or other financial institutions. The note is
guaranteed by Home Technology. The note was paid in full during
the three months ended March 31, 1997.

Interest paid during the year ended December 31, 1996 was
approximately $189,000.

F-11
<PAGE>

Healthfirst Entities

Notes to Combined Financial Statements (continued)

5. LONG-TERM DEBT (CONTINUED)

The aggregate annual maturities of long-term debt at December 31,
1996 are:

Year ending December 31,
1997 $ 2,527,407
1998 54,638
1999 195,625
----------
$ 2,777,670
==========
6. LEASE COMMITMENTS

CAPITAL LEASES

The Companies lease certain equipment under capital lease obligations.
During 1996, the Companies entered into capital lease obligations with
original principal amounts of approximately $247,000. At December 31,
1996, property under capital leases consist of:

Computer equipment $1,702,822
Furniture and equipment 49,669
---------
1,752,491
Less accumulated depreciation (530,189)
----------
$1,222,302
==========

The aggregate future minimum lease payments under capital leases are:

Year ending December 31,
1997 $ 426,646
1998 437,085
1999 361,314
2000 134,167
2001 290
---------
Total future minimum lease payments 1,359,502
Less amount representing interest (134,725)
---------
Present value of future minimum lease
payments at December 31, 1996 $1,224,777
=========

F-12
<PAGE>

Healthfirst Entities

Notes to Combined Financial Statements (continued)

6. LEASE COMMITMENTS (CONTINUED)

OPERATING LEASES

The Company leases equipment and office facilities under operating leases
expiring through 2001. At December 31, 1996, the future minimum rentals
under these operating leases are:

Year ending December 31,
1997 $211,104
1998 80,979
1999 73,764
2000 73,764
2001 49,764
--------
$489,375
========

Rental expense under operating leases amounted to approximately $383,000
for 1996.

F-13
<PAGE>
Healthfirst Entities

Notes to Combined Financial Statements (continued)

7. OWNERS' EQUITY

At December 31, 1996, common stock consists of:
<TABLE>

Authorized, Issued and
Company Outstanding Shares Amount
-------------------------------------------------------------------------------------
<S> <S> <C>
Healthfirst, Inc. 1,650,000 shares authorized,
1,000,000 shares issues and
outstanding of $.01 par value stock $10,000

Health Care Resources, Inc. 2,100 shares authorized, 140 shares
issued and outstanding of no par
value stock -

Computer Masters of 2,000 shares authorized, 70 shares
Kentucky, Inc. issued and outstanding of no par
value stock -

HFI Management, Inc. 10,000 shares authorized, issued and
outstanding of $0.01 par value stock 100
</TABLE>

HFI Home Care Management, L.P. is a partnership organized in 1994
to provide certain management and consulting services to home health
providers. HFI Management, Inc. maintains a one percent general
partnership interest in HFI Home Care Management, L.P. in exchange
for its capital contribution of $5,000. Income is allocated to the
general partner and limited partners based upon their initial capital
contributions. Distributions of approximately $2,169,000 were paid
to the limited partners during the year ended December 31, 1996.
There were no distributions paid to the general partner during the
year ended December 31, 1996.

F-14
<PAGE>
Healthfirst Entities

Notes to Combined Financial Statements (continued)

8. INCOME TAXES

Healthfirst, Inc. and its subsidiaries are included in the filing of a
consolidated U.S. federal income tax return with Home Technology. The
Combined Group is charged or credited with the amount of tax it would pay
or receive on a separate return basis. Amounts receivable from Home
Technology for income taxes were treated as being forgiven in the
purchase by Housecall. HFI Management, Inc. files its income tax returns
on a stand alone basis. HFI Home Care Management, L.P. is organized as a
partnership; taxable income and the related tax is reported and paid by
the partners. Accordingly, no taxes have been provided for in the
accompanying combined financial statements for HFI Home Care Management,
L.P. The net difference between the tax bases and the reported amount of
HFI Home Care Management L.P.'s assets and liabilities is approximately
$218,000 as of December 31, 1996 and relates primarily to allowances for
doubtful accounts recorded for financial reporting purposes which are not
deductible for tax purposes until all collection efforts are terminated.

The provision (benefit) for income taxes as of December 31, 1996 consists
of the following:

Current:
Federal $(584,758)
State 257,840
Deferred:
Federal (77,821)
State (13,417)
---------
Total $(418,156)
=========

F-15
<PAGE>

Healthfirst Entities

Notes to Combined Financial Statements (continued)

8. Income Taxes (continued)

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts for income tax purposes.
Significant components of the Companies' deferred tax assets and
liabilities are as follows:

Deferred tax assets:
Allowance for doubtful accounts $ 94,098
Accrued vacation 35,225
Loss carryforward 624,078
Other 20,207
---------
Total deferred tax assets 773,608
Deferred tax liabilities:
Depreciation 194,673
Amortization 14,022
---------
Total deferred tax liabilities 208,695
Valuation allowance (564,913)
---------
Net deferred income taxes $ -
=========

A reconciliation of the statutory U.S. income tax rate to the Companies'
effective income tax rate is as follows:

Tax expense at statutory U.S. income tax rate $ 45,366
State taxes, net of federal benefit (126,136)
Permanent differences between book and taxable
income 11,960
Increase in valuation allowance 346,320
Income not taxed at reporting entity level (695,666)
----------
Income tax expense $ (418,156)
===========
At December 31, 1996, the Companies had approximately $318,000 of federal
and $3,692,000 of state operating loss carryforwards related to
Healthfirst, Inc. and subsidiaries that will expire in 2011. The
Companies made tax payments of approximately $254,000 during the year
ended December 31, 1996.

F-16
<PAGE>
Healthfirst Entities

Notes to Combined Financial Statements (continued)

9. RETIREMENT PLAN

The Companies' employees may participate in a defined contribution
retirement plan upon attaining one year of service and 21 years of age.
The Companies match 50% of the employee contribution up to a maximum of
2%. The Companies made contributions of $23,931 to the plan during the
year ended December 31, 1996. In connection with Housecall's purchase of
the Companies on May 13, 1997, the retirement plan was terminated.

10. STOCK OPTION PLAN

Management of the Healthfirst Entities participated in a stock option
plan where management received stock options. In 1992, the Companies
granted 400,000 options to management to purchase stock at exercise
prices ranging from $1.50 to $3.00 based upon the Companies achieving
certain levels of performance which were not met. At December 31, 1996,
these options were unexercised. In connection with Housecall's
acquisition of the Companies on May 13, 1997, these options were
voluntarily forfeited.

11. RELATED PARTY TRANSACTIONS

In March 1992, Healthfirst, Inc. entered into a Services Agreement with
Home Technology, whereby Home Technology provides management services to
Healthfirst, Inc., including, but not limited to, employee and personnel
services, sales and marketing services, treasury services and other
corporate services. During the year ended December 31, 1996,
Healthfirst, Inc. paid management fees of approximately $281,000
relating to the management services agreement.

At December 31, 1996, Home Technology advanced approximately $452,000 to
the Companies. Interest accrues at 10% on the outstanding short term
borrowings. During the year ended December 31, 1996, the Companies
incurred interest of approximately $723,000 related to periodic short-
term borrowings from Home Technology.

12. SUBSEQUENT EVENTS

On May 13, 1997, Housecall acquired the Companies for approximately
$22,541,000 in cash. In connection with the purchase, all amounts due to
Home Technology and related principal shareholders were paid in full.

F-17
<PAGE>
Housecall Medical Resources, Inc.
Unaudited Pro Forma Financial Information

The following unaudited pro forma information includes the
unaudited pro forma balance sheet as of March 31, 1997 as if the
acquisition of Healthfirst, Inc., (which includes its wholly-
owned subsidiaries Computer Masters of Kentucky, Inc. and Health
Care Resources, Inc., but excludes its wholly-owned subsidiaries
Southland Medical Supply, Inc., Health Service Management, Inc.,
Appalachian Medical, Inc., Cumberland Area Health Care Service,
Inc. and Southeastern Medical Supplies, Inc. which were not
acquired by the Company) HFI Management, Inc. and HFI Home Care
Management, L.P. (hereinafter collectively referred to as the
"Healthfirst Entities") had occurred on that date, and includes
the unaudited pro forma statements of operations for the year
ended June 30, 1996 and for the nine months ended March 31, 1997
as if the acquisition of the Healthfirst entities had occurred as
of July 1, 1995. These pro forma statements do not necessarily
reflect the results of operations as they would have been if the
Company had completed the acquisition on the dates indicated
above. The acquisition of the Healthfirst Entities was accounted
for as a purchase. This unaudited pro forma information should
be read in conjunction with the separate financial statements and
notes of Housecall Medical Resources, Inc. and the Healthfirst
Entities.

The unaudited pro forma statements of operations for the year
ended June 30, 1996 and for the nine months ended March 31, 1997
also have been adjusted to include the Company's acquisition of
Messick Homecare, Inc. ("Messick") as if the acquisition had
occurred on July 1, 1995. Messick was accounted for as a
purchase and was acquired by the Company on October 31, 1996.

F-18
<PAGE>
Housecall Medical Resources, Inc.
Unaudited Pro Forma Condensed Balance Sheet
As of March 31,1997
(in thousands)
<TABLE>
<CAPTION>
As Pro Forma Pro Forma
Reported HealthFirst Adjustments Combined
-------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 3,612 $ 312 $ 3,924
Accounts receivable, net 27,175 2,446 29,621
Income taxes recievable 1,382 299 (299) (A) 1,382
Deferred income taxes 4,891 4,891
Other current assets 2,553 31 2,584
--------- --------- -------- --------
Total current assets 39,613 3,088 (299) 42,402

Property and equipment 6,537 2,172 8,709
Excess of cost of acquired businesses
over fair value of net assets acquired
and other intangibles 60,389 120 19,792 (A) 80,301
Deferred financing costs 816 816
Other assets 490 134 624
--------- --------- ------- --------
$107,845 $ 5,514 $19,493 $132,852
========= ========= ======= ========
Liabilities and stockholders' equity
Accounts payable $ 4,659 $ 612 $ 5,271
Accrued payroll and other liabilities 12,545 733 13,278
Line of credit 225 (225) (A)
Amounts due to Home Technology
Healthcare, Inc. 3,439 (3,439) (A)
Current portion of long-term debt and
capital lease obligations 446 374 (21) (A) 799
--------- --------- ------- --------
Total current liabilities 17,650 5,383 (3,685) 19,348

Long-term debt 23,292 208 22,541 (B)
(208) (A) 45,833
Capital lease obligations 1,293 768 2,061
Other long-term liabilities 1,476 1,476
Deferred income taxes 999 999
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.10 par value 9,800,000
shares authorized, no shares issued
and outstanding
Common stock, $.01 par value 30,000,000
shares authorized, 10,218,900 shares
issued and outstanding 103 10 (10) (A) 103
Additional paid-in-capital on common
stock 66,706 342 (342) (A) 66,706
Partners' equity 1,056 (1,056) (A)
Retained earnings (3,674) (2,253) 2,253 (A) (3,674)
--------- --------- ------- --------
Total stockholders' equity 63,135 (845) 845 63,135
--------- --------- ------- --------
$107,845 $ 5,514 $19,493 $132,852
========= ========= ======= =========
</TABLE>
See accompanying notes
F-19
<PAGE>
Housecall Medical Resources, Inc.
Unaudited Pro Forma Statement of Operations

For the Year Ended June 30, 1996
(in thousands, except per share data)

<TABLE>
<CAPTION>
As Pro Forma As Pro Forma
Reported Messick Adjustments Adjusted HealthFirst Adjustments Pro Forma
-------- ------- ----------- -------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues $205,389 $5,715 (C) $ $211,104 $16,915 $ $228,019
Operating expenses:
Patient care & management services 95,688 2,173 (C) 97,861 8,317 106,178
General and administrative 94,940 2,315 (C) 97,255 4,561 101,816
Provision for doubtful accounts 6,074 369 (C) 6,443 1,339 7,782
Depreciation and amortization 3,262 374 (C) 102 (D) 3,738 694 375 (G) 4,807
-------- ------ ------- -------- ------ -------- --------
Total operating expenses 199,964 5,231 102 205,297 14,911 375 220,583

Income (loss) from operations 5,425 484 (102) 5,807 2,004 (375) 7,436
Interest expense, net 4,331 241 (C) 433 (E) 5,005 995 1,070 (H) 7,070
-------- ------ ------- -------- ------ -------- --------
Income (loss) before income taxes 1,094 243 (535) 802 1,009 (1,445) 366
Income tax provision (benefit) 895 96 (C) (158)(F) 833 (209) 47 (I) 671
-------- ------ ------- -------- ------ -------- --------
Net income (loss) 199 147 (377) (31) 1,218 (1,492) (305)
Series A Preferred Stock dividend
and accretion (2,006) (2,006) (2,006)
-------- ------ ------- -------- ------ -------- --------
Net income (loss) attributable to
common stockholders $(1,807) $ 147 $ (377) $ (2,037) $1,218 $ (1,492) $ (2,311)
======= ====== ======= ======== ====== ======== =========
Net loss per common share: $ (0.24) $ (0.31)
======= =========

Weighted average common and
common equivalent shares
outstanding 7,425 7,425
======= =======
</TABLE>
See accompanying notes.
F-20<PAGE>
Housecall Medical Resources, Inc.
Unaudited Pro Forma Statement of Operations

Nine Months Ended March 31,1997
(in thousands, except per share data)

<TABLE>
<CAPTION>
As Pro Forma As Pro Forma
Reported Messick Adjustments Adjusted HealthFirst Adjustments Pro Forma
-------- ------- ----------- -------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues $ 143,010 $ 1,993 (J) $145,003 $12,227 $157,230
Operating expenses:
Patient care & management services 64,303 467 (J) 64,770 6,577 71,347
General and administrative 74,878 1,330 (J) 76,208 3,104 79,312
Provision for doubtful accounts 3,645 3,645 489 4,134
Depreciation and amortization 2,468 34 (K) 2,502 502 281 (N) 3,285
---------- -------- ------- -------- ------- ------ --------
Total operating expenses 145,294 1,797 34 147,125 10,672 281 158,078

Income (loss) from operations (2,284) 196 (34) (2,122) 1,555 (281) (848)

Interest expense, net 1,676 77 (J) 144 (L) 1,897 1,064 485 (O) 3,446
---------- -------- ------- -------- ------- ------ --------
Income (loss) before income taxes (3,960) 119 (178) (4,019) 491 (766) (4,294)

Income tax provision (benefit) (1,188) (19)(J) (53) (M) (1,260) (131) 203 (P) (1,188)
---------- -------- ------- -------- ------- ------ --------
Net income (loss) $ (2,772) $ 138 $ (125) $ (2,759) $ 622 $ (969) $ (3,106)
========== ======== ======= ======== ======= ====== ========

Net loss per common share: $ (0.25) $ (0.28)
========== ========

Weighted average common and
common equivalent shares
outstanding 11,040 11,040
========== =========
</TABLE>
See accompanying notes.

F-21<PAGE>
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
PRO FORMA BALANCE SHEET ADJUSTMENTS

The accompanying pro forma balance sheet as of March 31, 1997
gives effect to the acquisition of the Healthfirst Entities as if
such transaction or event had occurred on March 31, 1997. The
estimated fair market values reflected below are based on
preliminary estimates and assumptions and are subject to
revision. In management's opinion, the preliminary allocation is
not expected to be materially different than the final
allocation.

F-22
<PAGE>
(A) To record the acquisition of the Healthfirst Entities.
Pursuant to this transaction, the Company acquired the
Healthfirst Entities in exchange for cash consideration of
$22,541,192. The Company did not assume approximately
$2,700,000 in amounts due to Home Technologies Healthcare,
Inc. and certain credit facilities payable to a bank. The
acquisition was funded through proceeds from long-term debt
payable to a bank. The estimated fair market value of the
assets and liabilities of the Healthfirst Entities acquired
are as follows:
<TABLE>
<CAPTION>
<S> <C>
Net assets of the Healthfirst Entities:
Cash $ 312,370
Accounts receivable 2,445,748
Amounts due from Home Technology
Healthcare, Inc. for income taxes 299,376
Other current assets 31,097
Property and equipment, net 2,172,431
Goodwill and other intangibles 119,587
Other assets 133,540
Accounts payable (611,885)
Accrued payroll and related expenses (733,445)
Line of credit (225,000)
Amounts due to Home Technology
Healthcare, Inc. (3,439,990)
Current portion of long-term debt (21,495)
Current portion of capital lease obligations (351,379)
Long-term debt (208,294)
Capital lease obligations (768,376)
-----------
(845,715)

Amounts not acquired by the Company:
Amounts due from Home Technology
Healthcare, Inc. for income taxes (299,376)
Line of credit 225,000
Amounts due to Home Technology
Healthcare, Inc. 3,439,990
Current portion of long-term debt 21,495
Long-term debt 208,294
-----------
Net assets acquired 2,749,688

Excess of cost of acquired businesses over fair
value of net assets acquired 19,791,504
-----------
Consideration paid in cash $22,541,192
===========
</TABLE>
F-23<PAGE>
Identifiable intangible assets consists primarily of goodwill
acquired. The estimated fair value of the goodwill for the
Healthfirst Entities is the excess of the purchase price over the
estimated fair value of the assets acquired and liabilities assumed.

(B) To record the long-term debt entered into by the Company to finance
the acquisition of the Healthfirst Entities.

PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 1996
ADJUSTMENTS

The accompanying pro forma statements of operations for the year ended
June 30, 1996 reflect the pro forma effects of the Messick and the
Healthfirst Entities acquisitions as if such acquisitions had occurred on
July 1, 1995.

(C) To reflect the operations of Messick which was acquired by the
Company on October 31, 1996 in a purchase transaction.

(D) To record amortization expense arising from the acquisition of
Messick based upon an allocation of the purchase price.
Amortization of goodwill is computed using a period of 40 years.

(E) To record interest expense arising from the acquisition of Messick.
The additional interest expense is the result of financing the
purchase price of Messick at the Company's borrowing rate.

(F) To record income taxes arising from the pro forma adjustments
relating to the acquisition of Messick.

(G) To record amortization expense arising from the acquisition of the
Healthfirst Entities based upon an allocation of the purchase price.
Amortization of goodwill is computed using a period of 40 years.
The additional amortization expense resulting from the acquisition
of the Healthfirst Entities is calculated as follows:
<TABLE>
<CAPTION>
<S> <C>
Excess of cost of acquired businesses over fair value
of net assets acquired $19,791,504
Amortization period (years) 40
-----------
Annual amortization expense 494,788
Less: amortization of goodwill relating to
acquisitions of businesses by the Healthfirst
Entities prior to the Company's acquisition of the
Healthfirst Entities 119,733
-----------

Adjustment to amortization expense $ 375,055
===========
</TABLE>

F-24
<PAGE>
(H) To record interest expense arising from the acquisition of the
Healthfirst Entities. The additional interest expense is the result
of financing the purchase price of the Healthfirst Entities less the
result of repaying the long-term debt and amounts due to Home
Technology Healthcare, Inc. of the Healthfirst Entities. The
additional interest expense resulting from the acquisition of the
Healthfirst Entities is calculated as follows:
<TABLE>
<CAPTION>
<S> <C>
Debt acquired $22,541,192
Interest rate 9.16%
-----------
Annual interest expense 2,064,773
Less: interest expense relating to debt previously
maintained by the Healthfirst Entities which was
repaid in connection with the Company's acquisition
of the Healthfirst Entities 995,000
-----------
Adjustment to interest expense $ 1,069,773
===========
</TABLE>
(I) To record income taxes arising from the pro forma
adjustments and to adjust for the inclusion of the
Healthfirst Entities in the consolidated income tax returns
of the Company including adjustments to provide for income
taxes relating to the income from the partnership, HFI Home
Care Management, L.P.

PRO FORMA STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH
31, 1997 ADJUSTMENTS

The accompanying pro forma statements of operations for the nine
months ended March 31, 1997 reflect the pro forma effects of the
Messick and the Healthfirst Entities as if such acquisitions had
occurred on July 1, 1995.

(J) To reflect four months of operations of Messick which was
acquired by the Company on October 31, 1996 in a purchase
transaction. The remaining five months of Messick
operations included in the nine months ended March 31, 1997
are included in the Company's statement of operations as
reported.

(K) To record amortization expense arising from the acquisition
of Messick based upon an allocation of the purchase price.
Amortization of goodwill is computed using a period of 40
years.

(L) To record interest expense arising from the acquisition of
Messick. The additional interest expense is the result of
financing the purchase price of Messick at the Company's
borrowing rate.

(M) To record income taxes arising from the pro forma
adjustments relating to the acquisition of Messick.

F-25<PAGE>
(N) To record amortization expense arising from the acquisition
of the Healthfirst Entities based upon an allocation of the
purchase price. Amortization of goodwill is computed using
a period of 40 years. The additional amortization expense
resulting from the acquisition of the Healthfirst Entities
is calculated as follows:
<TABLE>
<CAPTION>
<S> <C>
Excess of cost of acquired businesses over fair value
of net assets acquired $19,791,504

Amortization period (years) 40
-----------
Annual amortization expense 494,788
To adjust for the nine month period 9/12
-----------
Amortization expense for the nine month period 371,091
Less: amortization of goodwill relating to
acquisitions of businesses by the Healthfirst
Entities prior to the Company's acquisition of the
Healthfirst Entities 89,800
-----------
Adjustment to amortization expense $ 281,291
===========
</TABLE>
(O) To record interest expense arising from the acquisition of the
Healthfirst Entities. The additional interest expense is the result
of financing the purchase price of the Healthfirst Entities less the
result of repaying the long-term debt and amounts due to Home
Technology Healthcare, Inc. of the Healthfirst Entities. The
additional interest expense resulting from the acquisition of the
Healthfirst Entities is calculated as follows:
<TABLE>
<CAPTION>
<S> <C>
Debt acquired $22,541,192
Interest rate 9.16%
-----------
Annual interest expense 2,064,773
To adjust for the nine month period 9/12
-----------
Interest expense for the nine month period 1,548,580
Less: interest expense relating to debt previously
maintained by the Healthfirst Entities which
was repaid in connection with the Company's
acquisition of the Healthfirst Entities 1,064,000
-----------
Adjustments to interest expense $ 484,580
===========
</TABLE>
(P) To record income taxes arising from the pro forma adjustments and to
adjust for the inclusion of the Healthfirst Entities in the
consolidated income tax returns of the Company including adjustments
to provide for income taxes relating to the income from the
partnership, HFI Home Care Management, L.P.

F-27

<PAGE>
Signatures

Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned there unto duly authorized.

Housecall Medical Resources, Inc.
---------------------------------
(Registrant)

August 25, 1997 /s/
Fred C. Follmer
Vice President
<PAGE>
EXHIBIT INDEX

Exhibit 2.2 Share Purchase Agreement by and Among HFI Acquisition Corp.
Housecall Medical Resources, Inc., HF Holdings, Inc. HTHF,
Inc. and Home Technology Healthcare, Inc., dated May 13, 1997

Exhibit 2.4 Securities Acquistion Agreement by and between Housecall
Medical Resources, Inc., and R. Steven Williams, dated as of
May 13, 1997.

Exhibit 23 Consent of Ernst & Young LLP

<PAGE>
ACQUISITION AGREEMENT

THIS AGREEMENT is made and entered into as of the 13th
day of May, 1997, by and among HOUSECALL MEDICAL RESOURCES, INC.,
a Delaware corporation ("PARENT"); HFI ACQUISITION CORP., a
Delaware corporation ("PURCHASER"); HFI MANAGEMENT, INC., a
Delaware corporation ("GENERAL PARTNER"); the individuals and
entity whose names and signatures appear in the signature pages
hereto under the caption "Shareholders" (collectively,
"SHAREHOLDERS"); and the individuals and entity whose names and
signatures appear in the signature pages hereto under the caption
"Limited Partners" (collectively, "LIMITED PARTNERS").

RECITALS:

A. HFI Home Care Management, L.P., a Delaware limited
partnership ("PARTNERSHIP"), is engaged in the business of
providing home health care management, billing and data
processing, information systems, and consulting services relating
to any of the foregoing (the "BUSINESS").

B. General Partner is the sole general partner of
Partnership, and the Limited Partners are the sole limited
partners of Partnership, and collectively, General Partner and
the Limited Partners own, of record and beneficially, all of the
partner interests in Partnership.

C. In reliance on and subject to the terms and
conditions contained herein, Purchaser desires to purchase (i)
the Shares (as defined below)from the Shareholders and (ii) the
Partnership Interests (as defined below) from the Limited
Partners.

NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

AGREEMENT:

1. PURCHASE OF SHARES

1.1 PURCHASE AND SALE OF SHARES

In reliance upon and subject to the terms and
conditions hereinafter set forth, at the Closing (such term and
other capitalized terms used herein being defined in either
PARAGRAPH 14.1 hereof or those paragraphs of this Agreement
identified in PARAGRAPH 14.2 hereof), the Shareholders shall
sell, assign, transfer, convey and deliver to Purchaser the
Shares, in each case free and clear of all Liens. The aggregate
purchase price (the "SHARE PURCHASE PRICE") for the Shares is
$107,500, which amount shall be paid among the Shareholders and
in the manner specified in ARTICLE 3.

-1-
<PAGE>
2. PURCHASE OF PARTNERSHIP INTERESTS

2.1 PURCHASE AND SALE OF PARTNERSHIP INTERESTS.

In reliance upon and subject to the terms and
conditions hereinafter set forth, at the Closing, the Limited
Partners shall sell, assign, transfer, convey and deliver to
Purchaser the Partnership Interests, in each case free and clear
of all Liens. The aggregate purchase price (the "LP PURCHASE
PRICE") for the Partnership Interests is $10,642,500, which
amount shall be paid among the Limited Partners and in the manner
specified in ARTICLE 3.

3. CLOSING

3.1 CLOSING

Subject to the conditions contained in ARTICLES 8 AND 9
having been satisfied or waived in accordance with the terms of
this Agreement, the consummation of the transactions contemplated
in this Agreement (the "CLOSING") shall take place at the offices
of Kilpatrick Stockton LLP, 1100 Peachtree Street, Suite 2800,
Atlanta, Georgia, at 10:00 a.m., Atlanta time, on May 13, 1997
(the "CLOSING DATE"). Should the transactions contemplated by
this Agreement not close on or before such date, the parties'
rights, duties and obligations under and pursuant to this
Agreement shall be governed by ARTICLE 12.

3.2 TRANSACTIONS AND DOCUMENTS AT CLOSING.

(a) PURCHASE OF SHARES. At the Closing:

(i) Each Shareholder shall deliver to Purchaser
certificates representing the Shares to be sold by such
Shareholder, duly endorsed for transfer, with signatures
guaranteed by a bank or trust company and all required stock
transfer stamps, if any, affixed, in each case free and clear of
all Liens; and

(ii) Purchaser shall pay to Shareholders the Share
Purchase Price by wire transfer of immediately available federal
funds to the demand deposit account in the United States
designated by each Shareholder to Purchaser at least three (3)
Business Days prior to the Closing Date. The Share Purchase
Price shall be paid to each of the Shareholders as set forth in
Schedule 3.2(a) attached hereto.

-2-<PAGE>
(b) PURCHASE OF PARTNERSHIP INTERESTS. At the Closing:

(i) by their execution and delivery of this
Agreement on the Closing Date, each of the Limited Partners does
hereby sell, convey, transfer and assign to Purchaser, effective
as of the Closing Date, all of its right, title and interest as a
limited partner in Partnership, in each case free and clear of
all Liens; and

(ii) Purchaser shall pay to Limited Partners the
LP Purchase Price in the amounts and in the manner set forth in
SCHEDULE 3.2(B) attached hereto. The amount of the LP Purchase
Price to be paid to any Limited Partner shall be paid by wire
transfer of immediately available federal funds to the demand
deposit account in the United States designated by such Limited
Partner to Purchaser at least three (3) Business Days prior to
the Closing Date.

3.3 DEFERRED PAYMENTS TO MANAGEMENT LIMITED PARTNERS; CERTAIN
FORFEITURES BY MANAGEMENT LIMITED PARTNERS.

(a) One third of the number of shares of Parent Stock
payable to R. Steven Williams, an individual resident of the
State of Tennessee ("WILLIAMS"), shall, subject to forfeiture
pursuant to PARAGRAPH 3.3(B), be paid on the first, second, and
third anniversaries of the Closing Date by delivery of that
number of shares of Parent Stock determined in accordance with
SCHEDULE 3.2(B). Promptly following the lapse of the forfeiture
restrictions set forth in PARAGRAPH 3.3(B), Parent shall cause
its stock transfer agent to issue such number of shares of Parent
Stock in the name of Williams. At all times until delivered, the
Parent Stock payable to Williams shall be subject to forfeiture
in accordance with the provisions of PARAGRAPH 3.3(B).

(b) The unpaid portion of the LP Purchase Price
payable to Williams in Parent Stock shall at all times be subject
to forfeiture as set forth in this PARAGRAPH 3.3(B). If Williams
employment with Purchaser is terminated by Williams for other
than "good reason" or by Purchaser for "cause", as each such term
is defined in Williams' written employment agreement with
Purchaser prior to the third anniversary of the Closing Date,
then Williams shall forfeit, and thereafter have no right
whatsoever, in or to any portion of Parent Stock which is due and
payable after the effective date of any such termination of
Williams' employment with Purchaser.

(c) Anything to the contrary in this PARAGRAPH 3.3
notwithstanding, if Williams dies or becomes permanently disabled
or if Williams' employment with Purchaser is terminated for any
reason other than a termination by Purchaser for "cause" or a
termination by Williams without "good reason", then any unpaid
portion of the LP Purchase Price shall be paid to Williams or his
personal representative, if applicable, within 30 days of the
date of Williams death, permanent disability or termination of
employment.

3.4 INTERDEPENDENCE OF TRANSACTIONS.

-3-<PAGE>
All deliveries, payments and other transactions and
documents relating to the Closing shall be interdependent and
none shall be effective unless and until all are effective
(except to the extent that the party entitled to the benefit
thereof has waived in writing satisfaction or performance thereof
as a condition precedent to Closing).

3.5 FURTHER ASSURANCES.

From time to time and at any time, at any party's
reasonable request, whether on or after the Closing Date, and
without further consideration, each party shall execute and
deliver such further documents and instruments of conveyance,
assignment, and transfer and shall take such further reasonable
actions as may be reasonably necessary or desirable to carry out
the intent of this Agreement.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GENERAL
PARTNER, LIMITED PARTNERS AND SHAREHOLDERS

To induce Parent and Purchaser to enter into and perform
this Agreement, to consummate the transactions contemplated
hereby, and to pay the consideration as provided herein, General
Partner, Limited Partners and Shareholders, jointly and
severally, represent and warrant to, and covenant and agree with,
Parent and Purchaser as follows:

4.1 ORGANIZATION AND AUTHORITY.

(a) Partnership is duly organized, validly existing and
in good standing as a limited partnership under the laws of the
State of Delaware, and has all requisite power and authority to
carry on its business as it is now being conducted.

(b) General Partner is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware. Partnership's and General Partner's principal
offices and places of business are at the locations specified in
SCHEDULE 4.1(A). General Partner has all requisite corporate
power and authority to carry on its business as it is now being
conducted.

(c) Each of General Partner and Partnership is duly
authorized, licensed and qualified in the jurisdictions listed in
SCHEDULE 4.1(B) hereto, which are all jurisdictions where such
authorization, licensure or qualification is necessary to avoid a
material adverse effect upon their current businesses or their
property or other assets. SCHEDULE 4.1(B) lists, with respect to
both General Partner and Partnership, (i) each office or place of
business, (ii) all names under which the General Partner or
Partnership or their predecessors have operated since their
formation or incorporation, as appropriate, if different from
their present name, (iii) all locations where any of their
respective assets where the net book value of such assets at such
location, in the aggregate, exceeds $10,000 are currently located
(together with a list of such assets) if such location is not
otherwise disclosed pursuant to any of the other sub-clauses of
this PARAGRAPH 4.1(C), and (iv) all subsidiaries or former
subsidiaries of such entities existing at any time since the date
of such entities' formation or incorporation, as appropriate.

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<PAGE>
4.2 OWNERSHIP OF SHARES AND INTERESTS.

(a) The recitals clauses of this Agreement set forth
the authorized, issued and outstanding capital stock of General
Partner. Each Shareholder signatory hereto, and only with
respect to itself, represents and warrants that it is the sole
record and beneficial owner of that number of shares of the
capital stock of General Partner set forth on SCHEDULE 4.2(A)
hereto, in each case free and clear of any and all Liens (all of
such issued and outstanding shares collectively are referred to
herein as the "SHARES"). All the Shares are duly authorized,
validly issued, fully paid and nonassessable. There are no
outstanding securities convertible into the shares of, or rights
to subscribe for or to purchase, or any options for the purchase
of, or any agreements or arrangements providing for the issuance
(contingent or otherwise) of, or to the knowledge of General
Partner, Shareholders or Limited Partners, any Actions relating
to, the capital stock of General Partner. None of the Shares has
been issued, offered, sold, registered or recorded in violation
of the preemptive or other rights of any past or present
shareholder of General Partner or any other Person. General
Partner does not have any interest, direct or indirect, or any
commitment to purchase or otherwise acquire any shares or other
equity interests, direct or indirect, in, or to make any loans to
or other investments in, any other Person. There are no
outstanding contracts, demands, commitments, or other agreements
or arrangements under which any Shareholder is or may become
obligated to sell, transfer or assign any of the Shares.

(b) The Limited Partners collectively own all of the
beneficial title, rights and interests in and to the interests as
limited partners in Partnership (all of such interests as limited
partners in Partnership collectively are referred to herein as
the "PARTNERSHIP INTERESTS"). The Partnership Interests consist
of the percentage interest (reflecting percentage of capital
contributions) or a number of partnership units in the
Partnership set forth on SCHEDULE 4.2(B) hereto. The respective
Partnership Interests of each Limited Partner are owned by such
Limited Partner free and clear of any and all Liens. There are
no outstanding commitments or plans by Partnership to issue any
additional interests or units in Partnership, to admit any
additional partners, or to purchase or redeem any interests in
Partnership, nor are there outstanding any securities or
obligators which are convertible into or exchangeable for any
beneficial interest in the Partnership, and no other person or
entity has any legal, valid or enforceable rights to any of the
assets, profits, losses or other interests of or in the
Partnership. General Partner is the sole general partner of
Partnership and it has a one percent (1%) interest in
Partnership.

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<PAGE>
4.3 AUTHORITY; INCONSISTENT OBLIGATIONS.

(a) General Partner, Limited Partners and Shareholders
each have the full right, power and authority to execute and
deliver and to perform and comply with this Agreement in
accordance with its terms. All proceedings and actions required
to be taken by Partnership, General Partner, Limited Partners or
Shareholders to authorize the execution, delivery, and
performance of this Agreement have been properly taken, or will
be taken prior to the Closing. This Agreement has been duly and
validly executed and delivered on behalf of General Partner,
Limited Partners and Shareholders by them, if individuals, or
their duly authorized officers or representatives, if an entity,
as appropriate. This Agreement constitutes the valid and legally
binding obligation, subject to general equity principles, of
General Partner, Limited Partners and Shareholders, in each
instance enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization or
similar Laws affecting the rights of creditors generally.

(b) Except as disclosed in SCHEDULE 4.3(B), neither
the execution and delivery of this Agreement nor the consummation
of the transactions contemplated herein will result in a
violation or breach by General Partner, Limited Partners or
Shareholders of, or constitute a default by General Partner,
Limited Partners or Shareholders under, (i) the Partnership
Agreement or Certificate of Limited Partnership of Partnership,
or Certificate of Incorporation or By-Laws of General Partner,
(ii) any term or provision of any indenture, note, mortgage,
bond, security agreement, loan agreement, guaranty, pledge, or
other agreement, instrument or document, (iii) any material Law,
(iv) any other commitment or restriction, to which General
Partner, Partnership, any Limited Partner or Shareholder is a
party or by which any of them or any of their assets, properties
or businesses is subject or bound; nor will such actions result
in (v) the creation of any Lien on any of the assets of General
Partner or Partnership, (vi) the acceleration or creation of any
obligation of General Partner or Partnership, or (vii) the
forfeiture of any material right or privilege of General Partner
or Partnership.

4.4 CONSENTS.

The execution and delivery of this Agreement by General
Partner, Limited Partners and Shareholders and the consummation
of the transactions contemplated by this Agreement (a) do not
require the consent, approval or action of, or any filing with or
notice to, any Person or Government, except as specified in
Schedule 4.4, and (b) do not require the consent or approval of
any shareholders or partners, except such as have been obtained
or will be obtained prior to the Closing.

4.5 NO VIOLATION; COMPLIANCE WITH LAWS.

Neither General Partner nor Partnership is in default
under or in violation of its Partnership Agreement or Certificate
of Limited Partnership, or its Certificate or Articles of
Incorporation (as appropriate) or By-laws. To the knowledge of
General Partner, Limited Partners, and Shareholders, General
Partner and Partnership have complied in all material respects
with all Laws applicable to their respective businesses. Neither
General Partner nor Partnership has received any notification of

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any asserted present or past failure to comply with any Laws.

4.6 FINANCIAL STATEMENTS.

Prior to the date hereof, General Partner and
Partnership have delivered to Parent and Purchaser copies of
their respective unaudited Balance Sheets as of December 31, 1995
and 1996, and related unaudited Statements of Operations,
Retained Earnings, and Cash Flows for the fiscal years then ended
(the "UNAUDITED YEAR-END FINANCIAL STATEMENTS"). General Partner
and Partnership have also delivered to Parent and Purchaser
copies of their respective unaudited Balance Sheets as of March
31, 1997, and unaudited Statements of Operations, Retained
Earnings, and Cash Flows for the 3-month period then ended
(collectively, the "UNAUDITED INTERIM FINANCIAL STATEMENTS").
The Unaudited Year-end Financial Statements and the Unaudited
Interim Financial Statements are sometimes referred to in this
Agreement collectively as the "UNAUDITED FINANCIAL STATEMENTS."
The Unaudited Financial Statements are attached hereto as
Schedule 2.6 Except as disclosed in SCHEDULE 4.6(A), the
Unaudited Financial Statements (including any related notes and
schedules thereto) are true and correct, have been prepared from
the books and records of General Partner and Partnership in
accordance with GAAP consistently applied, and present fairly the
financial condition of General Partner and Partnership, as
appropriate, as of the respective dates thereof and the results
of their operations for the periods then ended.

4.7 LIABILITIES.

General Partner and Partnership do not have any
accrued, absolute, known or contingent debt, liability or
obligation except (i) those reflected on the Unaudited Interim
Financial Statements, (ii) liabilities incurred in the regular
and ordinary course of business consistent with General Partner's
and Partnership's past practices since the date of the Unaudited
Interim Financial Statements (the "REFERENCE DATE"), and (iii) as
specifically disclosed in Schedule 4.7 (collectively, the
"DISCLOSED LIABILITIES").

4.8 TITLE TO PROPERTIES.

Each of General Partner and Partnership has good and
complete title to all its respective properties and assets
reflected in their Unaudited Interim Financial Statements, except
assets which have been disposed of in the regular and ordinary
course of business since the Reference Date, and all other
properties and assets necessary to conduct their businesses as
currently being conducted (other than any leased property), free
and clear of Liens, except as may be set forth in the Unaudited
Financial Statements, including the notes thereto, or
specifically on any Schedule to this Agreement.

4.9 RECEIVABLES.

All notes and accounts receivable shown on the
Unaudited Financial Statements, and all such receivables now held
by General Partner or Partnership are valid obligations and, to

-7-<PAGE>
the knowledge of General Partner, Shareholders and Limited
Partner, were not and are not subject to any offset or
counterclaim.

4.10 PERSONAL PROPERTY.

(a) Except as set forth in SCHEDULE 4.10(A), all of
the equipment, vehicles and other items of tangible personal
property used by General Partner or Partnership in the conduct of
their businesses are owned or leased by General Partner or
Partnership, and are in good condition and repair and, to General
Partner's, Limited Partners' and Shareholders' knowledge, have
been so maintained, subject to normal wear and tear, are suited
for the use intended and, to General Partner's, Limited Partners'
and Shareholders' knowledge, have been operated in conformity
with all applicable Laws, manufacturer's operating manuals,
manufacturer's warranties, and insurance requirements of General
Partner and Partnership.

(b) Except as set forth in SCHEDULE 4.10(B), to the
knowledge of General Partner, Limited Partners, and Shareholders,
(i) all lessors of any equipment or other tangible personal
property leased to General Partner or Partnership have fully and
completely performed and satisfied their respective duties and
obligations under such leases, and (ii) neither General Partner
nor Partnership has any claims, actions or causes of action
against any such lessor for failure to fully and completely
perform and satisfy its duties and obligations thereunder.

4.11 REAL PROPERTY.

(a) Except as set forth on SCHEDULE 4.11, neither
General Partner nor Partnership own, or have the right or option
to acquire, or lease, use or occupy any real property.

4.12. AUTHORITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY
RIGHTS.

Except as set forth on SCHEDULE 4.12, each of General
Partner and Partnership has the right and authority required to
sell, offer for sale and use the items and perform the services
as presently being offered for sale, sold, used or performed by
General Partner or Partnership, including, without limitation,
the rights and authority required to offer for sale, sell and use
all such items and perform all such services without incurring
any liability for license fees or royalties or any claims of
infringement of patents, trade secrets, copyrights, trademark,
service mark or other proprietary rights. Neither General
Partner nor Partnership is party to, either as licensor or
licensee, nor is it bound by or subject to, any license agreement
for any patent, process, trademark, service mark, trade secrets,
trade name, service name or copyright, except as described in
SCHEDULE 4.12. All patents, copyrights, trademarks, service
marks and trade names, and applications therefor or registrations
thereof, owned or used by General Partner or Partnership are
listed in SCHEDULE 4.12 and, to the extent indicated thereon,
have been duly registered in, filed in or issued by the Patent
and Trademark Office, the Copyright Office or the corresponding
agency or office of the Forum identified therein. To the
knowledge of General Partner, Limited Partners, and Shareholders,
there are no rights of third parties with respect to any patent,

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patent application, invention, copyrights, trademark, service
mark, trade secrets, trade name or device which would have an
adverse effect on the operations of General Partner's or
Partnership's businesses.

4.l3 CONTRACTS.

SCHEDULE 4.13 identifies and, in the case of oral
contracts or commitments, describes all existing contracts and
commitments of General Partner and Partnership (a) which are
necessary to conduct their businesses in the same manner as
currently conducted by General Partner or Partnership, other than
contracts or commitments which may be canceled with not more than
30 days notice without further obligation to the General Partner
or Partnership, or (b) which are otherwise material to General
Partner or Partnership or their businesses, in each case whether
written or oral (collectively, the "CONTRACTS"). General Partner
and Partnership have heretofore delivered to Parent and Purchaser
a true, correct and complete copy of each such written Contract
and a complete and accurate summary of each such oral Contract.
All of the Contracts have been entered into in the ordinary
course of General Partner's or Partnership's businesses. None of
the Contracts constitute an illegal restraint of trade under any
applicable Law.

4.14 INSURANCE.

SCHEDULE 4.14 contains a complete list and description
of all fire, theft, casualty, health, life, accident, title,
automobile, liability, product liability, worker's compensation
and other policies of insurance maintained by General Partner or
Partnership, all of which are, and will be maintained through the
Closing Date, in full force and effect. SCHEDULE 4.14 also
lists and describes the limits and deductibles for all such
policies. General Partner and Partnership have or, prior to the
Closing Date, will deliver to Parent and Purchaser a true,
correct and complete copy of each such insurance policy. All
premiums due thereon have been paid and neither General Partner
nor Partnership has received any notice of cancellation with
respect thereto. All such policies taken together provide
adequate coverage to insure the properties, business and
operations of General Partner and Partnership against such risks
and in such amounts as are prudent and customary. Neither
General Partner nor Partnership will as of the Closing Date have
any liability for premiums or for retrospective premium
adjustments for any period prior to the Closing Date, except as
set forth in SCHEDULE 4.14. SCHEDULE 4.14 also lists and
describes all known occurrences which may form the basis for a
claim by or on behalf of General Partner or Partnership under any
such policy; and General Partner and Partnership, have, to the
knowledge of Limited Partners and Shareholders timely given
notice to the appropriate insurer of any occurrence which may
form the basis for a claim by or on behalf of General Partner or
Partnership and have not waived (either intentionally or
inadvertently) their right to make the related claim under any
such policy.

4.15 CUSTOMERS.

Schedule 4.15 sets forth the names and addresses of
each customer of General Partner or Partnership that purchased

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$100,000 in goods or services from General Partner or Partnership
in any of the three prior years or that accounted for five
percent (5%) or more of General Partner's or Partnership's
revenues in any such year ("SIGNIFICANT CUSTOMERS"). To the
knowledge of General Partner, Limited Partners or Shareholders,
except as disclosed in SCHEDULE 4.15, (a) no Significant Customer
has advised General Partner or Partnership of its intention to
discontinue or substantially diminish or change its relationship
with General Partner or Partnership or the terms thereof, or (b)
no supplier of General Partner or Partnership has advised General
Partner or Partnership that it intends to increase prices or
charges for goods or services presently supplied.

4.16 CONTINGENCIES.

Except as set forth in SCHEDULE 4.16, there are no
Actions pending or, to the knowledge of Limited Partners or
Shareholders, threatened against, by or affecting General Partner
or Partnership or any of their assets, properties or businesses
in any Forum, nor to the knowledge of Limited Partners or
Shareholders do there exist any other "LOSS CONTINGENCIES" (as
such term is defined in Statement of Financial Standards No. 5 of
the Financial Accounting Standards Board), the eventual outcome
of which would have a materially adverse effect on General
Partner or Partnership, their assets, properties or businesses or
the operation of their businesses as currently conducted, or
which would prevent or materially impede the transactions
contemplated by this Agreement. Except as set forth in SCHEDULE
4.16, General Partner and Partnership have not been charged with,
nor, to the knowledge of Limited Partners or Shareholders, are
they under investigation with respect to any charge concerning
any violation of any provision of any Law. There are no
unsatisfied judgments against General Partner or Partnership, or
any Orders to which General Partner or Partnership, or any of the
assets, properties or businesses of General Partner or
Partnership, are subject.

4.17 TAXES

(a) General Partner and Partnership have filed all Tax
Returns that they were required to file. All such Tax Returns
were correct and complete in all respects. All Taxes owed by
General Partner and Partnership, respectively (whether or not
shown on any Tax Return), have been paid. Except as provided on
SCHEDULE 4.17(A), neither General Partner nor Partnership
currently is the beneficiary of any extension of time within
which to file any Tax Return. To the knowledge of General
Partner, Limited Partners, or Shareholders, no claim has ever
been made by an authority in a jurisdiction where either General
Partner or Partnership does not file Tax Returns that either
General Partner or Partnership is or may be subject to taxation
by that jurisdiction. There are no mortgages, pledges, liens,
encumbrances, charges, or other security interests, other than
liens for Taxes not yet due and payable, on any of the assets of
General Partner or Partnership that arose in connection with any
failure (or alleged failure) to pay any Tax.

(b) General Partner and Partnership have withheld and
paid all Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder or other third
party.

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(c) There is no dispute or claim concerning any Tax
Liability for Taxes of General Partner or Partnership either (i)
claimed or raised by any authority in writing or (ii) as to which
any director and officer (and employees responsible for Tax
matters) of General Partner or Partnership has knowledge based
upon personal contact with any agent of such authority. SCHEDULE
4.17(C) lists all federal, state, local and foreign income Tax
Returns filed with respect to General Partner and Partnership for
taxable periods ended on or before the Closing Date that have
been audited or currently are the subject of audit. General
Partner and Partnership have delivered to Parent and Purchaser
correct and complete copies of all examination reports and
statements of deficiencies assessed against or agreed to by
either General Partner or Partnership since January 1 1990.

(d) General Partner and Partnership have not waived
any statute of limitations in respect of Taxes or agreed to any
extension of time with respect to a Tax assessment or deficiency,
which waiver or extension is in effect as of the date of this
Agreement.

(e) General Partner has not filed a consent under Code
section 341(f) concerning collapsible corporations. General
Partner and Partnership, respectively, have not made any
payments, are obligated to make any payments, or are a party to
any agreement that under certain circumstances could obligate it
to make any payments that will not be deductible under Code
section 280G. General Partner and Partnership, respectively,
have not been a United States real property holding corporation
within the meaning of Code section 897(c)(2) during the
applicable period specified in Code section 897(c)(1)(A)(ii).
General Partner and Partnership have disclosed on their federal
income tax returns all positions taken therein that could give
rise to a substantial understatement of federal income Tax within
the meaning of Code section 6662.

(g) The unpaid Taxes of General Partner and
Partnership, respectively, (i) did not, as of the most recent
Fiscal Year-End, exceed the reserve for Tax Liability (rather
than any reserve for deferred Taxes established to reflect timing
differences between book and Tax income) set forth on the face of
the most recent Balance Sheet (rather than in any notes thereto)
and (ii) do not exceed that reserve as adjusted for the passage
of time through the Closing Date in accordance with the past
custom and practice of General Partner and Partnership.

4.18 MEDICARE PARTICIPATION/ACCREDITATION.

General Partner and Partnership, respectively, have
never filed, and have never been required to file, Medicare cost
reports.

4.19 EMPLOYMENT AND LABOR MATTERS.

(a) SCHEDULE 4.19 lists all employees, consultants, or
other agents who on the date hereof perform services on a regular

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basis in the business operations of or for General Partner or
Partnership and whose annualized rate of compensation exceeds
$30,000 per year. Except as provided in SCHEDULE 4.19, no such
employee, consultant, or other agent has terminated his
employment or engagement, nor, to the knowledge of General
Partner, Partnership, Limited Partners or Shareholders, plans not
to continue employment with General Partner or Partnership after
the Closing Date if so offered by General Partner or Partnership.
SCHEDULE 4.19 also lists any employee, consultant, or other agent
of General Partner or Partnership who has a contract for
employment with or engagement by General Partner or Partnership
(whether written or oral) that is not terminable by General
Partner or Partnership in its discretion on not more than thirty
(30) days' notice without penalty or requirement of any severance
or similar payment by General Partner or Partnership.

(b) Except as disclosed in SCHEDULE 4.19, General
Partner and Partnership are not parties to any collective
bargaining agreement or agreement of any kind with any union or
labor organization, and no union or other collective bargaining
unit has been certified or recognized by General Partner or
Partnership as representing any employee, nor, to the knowledge
of Limited Partners and Shareholders, is a union or other
collective bargaining unit seeking recognition for such purpose.
There are no controversies pending, or to the knowledge of
Limited Partners and Shareholders threatened, between General
Partner or Partnership and any labor union or collective
bargaining unit representing, or seeking to represent, any of
their employees. Except as disclosed in SCHEDULE 4.19, to the
knowledge of General Partner, Limited Partners and Shareholders,
there has been no attempt by any union or other labor
organization to organize any of General Partner's or
Partnership's employees at any time in the past five years. To
the knowledge of Limited Partners and Shareholders, General
Partner and Partnership have complied with all applicable Laws
relating to wages, hours, health and safety, payment of social
security, withholding and other taxes, maintenance of worker's
compensation insurance, labor and employment relations, and
employment discrimination, including without limitation, the
Americans with Disabilities Act, Fair Labor Standards Act, Title
VII of the Civil Rights Act, and Age Discrimination in Employment
Act.

4.20 EMPLOYEE BENEFIT MATTERS.

(a) SCHEDULE 4.20 lists all plans, programs, and
similar agreements, commitments or arrangements maintained by
General Partner and Partnership that provide benefits or
compensation to, or for the benefit of, current or former
employees of General Partner or Partnership ("PLAN" or "PLANS")
and identifies each such Plan that is an "employee benefit plan"
as defined in Section 3(3) of ERISA ("ERISA PLAN"), including any
frozen or terminated "employee benefit plan" which covers or
covered any employee. Copies of all Plans and, to the extent
applicable, all related trust agreements and/or insurance
contracts, actuarial reports, and valuations for the most recent
three years, all summary plan descriptions, prospectuses, Annual
Report Form 5500s or similar forms (and attachments thereto)
filed by either General Partner or Partnership for the most
recent three years, all Internal Revenue Service determination
letters and filings, and any related documents requested by
Parent or Purchaser, including all amendments, modifications and
supplements thereto, have been delivered to Parent and Purchaser.

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(b) With respect to each Plan, except as set forth on
Schedule 4.20: (i) no litigation or administrative or other
proceeding is pending or threatened involving such Plan; (ii)
such Plan has been substantially administered and operated in
substantial compliance with, and has been amended to comply with,
all applicable laws, rules, and regulations, including, without
limitation, ERISA, the Internal Revenue Code, and the regulations
issued under ERISA and the Internal Revenue Code; (iii) General
Partner and Partnership and their predecessors, if any, have
made, and as of the Closing Date will have made or accrued, all
payments and contributions required, or reasonably expected to be
required, to be made under the provisions of such Plan or
required to be made under applicable laws, rules and regulations,
with respect to any period prior to the Closing Date, such
amounts to be determined using the ongoing actuarial and funding
assumptions of the Plan; (iv) such Plan is fully funded, and as
of the Closing Date will be fully funded, in an amount sufficient
to pay all liabilities accrued (including liabilities and
obligations for health care, life insurance and other benefits
after termination of employment) and claims incurred to the date
hereof, or the Unaudited Financial Statements contain adequate
reserves, or paid-up insurance has been provided, therefor; and
(v) such Plan has been substantially administered and operated
only in the ordinary and usual course and in accordance with its
terms, and there has not been in the four years prior hereto any
material increase in the liabilities of such Plan.

(c) No ERISA Plan is a "Multiemployer Plan" as defined
in Section 3(37) of ERISA. General Partner and Partnership are
not required to contribute to any Multiemployer Plan and do not
have any liability to any Multiemployer Benefit Plan.

(d) With respect to each ERISA Plan, except as set
forth on SCHEDULE 4.20, at no time has the General Partner,
Partnership, or any employee, agent or officer thereof, or, to
the knowledge of Limited Partners or Shareholders, any trustee,
administrator, fiduciary, agent or employee of any Plan, been
involved in a transaction which would constitute a "prohibited
transaction" within the meaning of Section 406 of ERISA or
Section 4975 of the Internal Revenue Code, unless such
transaction is specifically permitted under Section 407 or 408 of
ERISA, Section 4975 of the Internal Revenue Code or a class or
administrative exception issued by the Department of Labor, nor
has any such person been involved in or caused such Plan to be
involved in a breach of fiduciary duty under Section 404 of
ERISA.

(e) Of the ERISA Plans, the "employee pension benefit
plans" within the meaning of Section 3(2) of ERISA (collectively,
the "EMPLOYEE PENSION BENEFIT PLANS") are separately identified
on Schedule 4.20. With respect to each Employee Pension Benefit
Plan, except as set forth on SCHEDULE 4.20: (i) such Employee
Pension Benefit Plans constitutes a qualified plan within the
meaning of Section 401(a) of the Internal Revenue Code and the
trust (if any) thereunder is exempt from federal income tax under
Section 501(a) of the Internal Revenue Code; (ii) all minimum
funding standards required by law with respect to the funding of
benefits payable or to be payable under such Employee Pension
Benefit Plan have been met; (iii) there is no "accumulated
funding deficiency" within the meaning of Internal Revenue Code
Section 412 under such Employee Pension Benefit Plan; and (iv) no
termination, partial termination or discontinuance of

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contributions has occurred without a determination by the IRS
that such action does not affect the tax-qualified status of such
plan.

(f) Neither General Partner nor Partnership maintains,
or within the past six years has maintained, an "employee pension
benefit plan" within the meaning of Section 3(2) of ERISA that is
or was subject to Title IV of ERISA.

(g) Except as set forth in SCHEDULE 4.20, General
Partner, Partnership and their Plans do not have any obligation
to provide, or liability for, health care, life insurance or
other benefits after termination of employment, except for
retirement benefits under the Employee Pension Benefit Plans or
except as required by Section 601 of ERISA and Section 4980B of
the Internal Revenue Code.

(h) General Partner and Partnership have substantially
complied with the COBRA continuation coverage requirements of
Sections 601 through 608 of ERISA and Section 4980B of the
Internal Revenue Code. As of the Closing Date, notice of the
availability of continuation coverage will have been provided to
all persons entitled thereto, and all persons electing such
coverage have been or will be provided such coverage.

(i) Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
hereby will (i) result in any payment (including without
limitation, severance, unemployment compensation, golden
parachute or otherwise) becoming due to any director or current
or former employee of General Partner or Partnership under any
Plan or otherwise, (ii) increase any benefits otherwise payable
under any Plan, or (iii) result in any acceleration of the time
of payment or vesting of any such benefit, except as contemplated
by the covenants under PARAGRAPH 6.13.

(j) Neither General Partner nor Partnership is a
member of a "controlled group of corporations" or a "group of
business under common control," as defined in Code Sections
414(b) and 414(c) respectively, that includes any of the
following entities: Home Technology Healthcare, Inc., HTHF or
Healthfirst, Inc.

4.21 ENVIRONMENTAL MATTERS.

Except as set forth on SCHEDULE 4.21, to the knowledge
of General Partner, Limited Partners and Shareholders, General
Partner and Partnership have all permits, licenses, approvals and
operating authorizations, including without limitation, permits
for disposal of hazardous waste, that are required pursuant to
all Environmental Laws for (i) the conduct of their businesses as
they are now being conducted, and (ii) the ownership of their
properties and assets. SCHEDULE 4.21 contains a true, correct
and complete list of all permits, licenses, approvals and
operating authorizations pursuant to all Environmental Laws with
respect to the General Partner's and Partnership's businesses,
and true, correct and complete copies of such permits, licenses,
approvals and operating authorizations have been delivered to
Parent and Purchaser. Neither General Partner nor Partnership is
in violation of any such permits, licenses, approvals, or
operating authorizations.

4.22 ABSENCE OF CERTAIN BUSINESS PRACTICES.

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Neither General Partner or Partnership, nor any
officer, employee or agent of General Partner or Partnership, nor
any other person acting on their behalf, has, directly or
indirectly, within the past five years given or agreed to give
any gift or similar benefit to any customer, supplier,
Governmental employee or other Person who is or may be in a
position to help or hinder General Partner's or Partnership's
businesses (or assist General Partner or Partnership in
connection with any actual or proposed transaction) which (a)
might subject General Partner or Partnership to any damage or
penalty in any civil, criminal or other governmental Action or
which would have a material adverse effect on General Partner's
or Partnership's businesses or their assets, (b) if not given in
the past, might have had a material adverse effect on General
Partner's or Partnership's businesses, or (c) if not continued in
the future, might materially and adversely affect their assets,
General Partner's or Partnership's businesses or the operations,
cash flows or prospects of their businesses after the Closing, or
which might subject General Partner or Partnership to suit or
penalty in any private or governmental Action, other than, in
each instance, reasonable entertainment and similar expenses for
which General Partner and Partnership were properly entitled to
claim deductions under Code section 162.

4.23 GOVERNMENT REPORTS.

SCHEDULE 4.23 contains a true, correct and complete
list, and General Partner and Partnership have furnished or,
prior to the Closing Date, will furnish Parent and Purchaser with
true, correct and complete copies of, all material reports, if
any, filed during the past five years by General Partner or
Partnership with any Government, other than for income tax and
information returns.

4.24 AGREEMENTS AND TRANSACTIONS WITH RELATED PARTIES.

Except as set forth in SCHEDULE 4.24, Partnership,
Companies and General Partner are not parties to any contract,
agreement or lease with, or any other commitment to, (a) any
party owning, or formerly owning, beneficially or of record,
directly or indirectly, any of the Partnership Interests or
Shares, (b) any person related by blood, adoption or marriage to
any such party, (c) any director or officer of General Partner or
Partnership, (d) any Person in which any of the foregoing has,
directly or indirectly, at least a five percent (5%) beneficial
interest in the capital stock or other type of equity interest in
such Person, or (e) any partnership in which any such party is a
general partner (any or all of the foregoing being herein
referred to as "RELATED PARTIES"). Without limiting the
generality of the foregoing, except as disclosed in SCHEDULE
4.24, or as would be permitted pursuant to PARAGRAPH 6.4, (x) no
Related Party, directly or indirectly, owns or controls any
assets or properties which are or have been used in General
Partner's or Partnership's businesses, and (y) no Related Party,
directly or indirectly, engages in or has any significant
interest in or connection with any business (i) which is or which
within the last three years has been a competitor, customer or
supplier of General Partner or Partnership or has done business
with General Partner or Partnership, or (ii) which as of the date
hereof sells or distributes products or services which are
similar or related to General Partner's or Partnership's products
or services.

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4.25 ABSENCE OF CHANGES.

Except as expressly provided for in this Agreement or
as may be set forth in SCHEDULE 4.25, since the Reference Date:

(a) there has been no change in the businesses,
assets, liabilities, results of operations, financial condition
or prospects of General Partner or Partnership or in their
respective relationships with suppliers, customers, employees,
lessors or others, other than changes in the ordinary course of
business, none of which have been or will be, in the aggregate,
materially adverse to General Partner's or Partnership's business
as presently conducted or the condition (financial or otherwise)
of General Partner or Partnership, individually and not in the
aggregate;

(b) there has been no damage, destruction or loss to
the properties or businesses of General Partner or Partnership,
whether or not covered by insurance which will materially and
adversely impact General Partner's or Partnership's current
business;

(c) there has been no declaration, setting aside or
payment of any dividend or other distribution on or in respect of
the Shares or Partnership Interests, nor has there been any
direct or indirect redemption, retirement, purchase or other
acquisition of any of the Shares or Partnership Interests;

(d) there has been no (i) increase in the compensation
or in the rate of compensation or commissions payable or to
become payable by General Partner or Partnership to any director,
officer, manager, employee, consultant or other agent of General
Partner or Partnership earning $30,000 or more per annum, (ii)
general increase in the compensation or in the rate of
compensation payable or to become payable to hourly or salaried
personnel earning less than $30,000 per annum ("GENERAL INCREASE"
for the purpose hereof shall mean any increase generally
applicable to a class or group of personnel and shall not include
increases granted to individual personnel for merit, length of
service, change in position or responsibility or other reasons
applicable to specific employees and not generally applicable to
a class or group thereof), (iii) employee hired at a salary in
excess of $30,000 per annum, or (iv) payment of or commitment to
pay any bonus, profit share or other extraordinary compensation
to any employee, consultant or other agent;

(e) no indebtedness, liability or obligation (whether
absolute, accrued, contingent or otherwise) has been discharged
or satisfied, other than current liabilities reflected in the
Unaudited Financial Statements, and current liabilities incurred
since the date thereof in the ordinary course of business;

(f) there have been no amendments or other corporate
actions having the effect of an amendment increasing past or
future liabilities or contributions of any kind to any Plan;

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(g) General Partner and Partnership have not (i) paid
any judgment of more than $10,000 resulting from any Action or
(ii) made any payment to any party of more than $10,000 in
settlement of any Action;

(h) General Partner and Partnership have not
discontinued or determined to discontinue the provision or sale
of any products or services previously provided or sold by
General Partner and Partnership representing more than one
percent (1%) of either General Partner's or Partnership's annual
revenues, respectively, during the period covered by the
Unaudited Financial Statements;

(i) There has been no sale, transfer, lease or other
disposition of any asset or assets of General Partner or
Partnership, other than in the ordinary course of business; and

(j) Neither General Partner nor Partnership has not
acquired any capital stock or other equity securities of any
Person or otherwise made any loan or advance to or investment in
any Person.

4.26 NO DEFAULTS.

Each of the Contracts is valid, binding and
enforceable, subject to the provisions of any bankruptcy or
similar law and other laws affecting the rights of creditors
generally, in accordance with its terms and is in full force and
effect; to the knowledge of General Partner, Limited Partners and
Shareholders there are no existing defaults by General Partner or
Partnership thereunder; to the knowledge of General Partner,
Limited Partners an Shareholders, no default by General Partner
or Partnership has occurred (whether with or without notice,
lapse of time or the happening or occurrence of any event) which
would constitute an event of default thereunder.

4.27 FRAUD AND ABUSE.

To the knowledge of General Partner, Limited Partners
and Shareholders, persons who provide professional services under
agreements with any of General Partner or Partnership or their
Affiliates have not engaged in any activities which are
prohibited under federal Medicare and Medicaid statutes, 42
U.S.C. Sections 1320a-7, 1320a-7(a) and 1320a-7b, or the regulations
promulgated pursuant to such statutes or related state or local
statutes or regulations, or which are prohibited by rules of
professional conduct, including but not limited to the following:

(a) knowingly and willfully making or causing to be
made a false statement or representation of a material fact in
any application for any benefit or payment or for use in
determining rights to any benefit or payment;

(b) presenting or causing to be presented a claim for
reimbursement for services under Medicare, Medicaid, or any other

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state health care program that is for an item or service that is
known or should be known to be (i) not provided as claimed or
(ii) otherwise false or fraudulent;

(c) 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;

(d) knowingly and willfully offering, paying,
soliciting or receiving any remuneration (including any kickback,
bribe, or rebate), directly or indirectly, overtly or covertly,
in cash or in kind (i) in return for referring an individual to a
person 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 Medicare, Medicaid, or any other state health care
program or (ii) in return for purchasing, leasing, or ordering
any good, facility, service, or item for which payment may be
made in whole or in part by Medicare or Medicaid or other state
health care program;

(e) knowingly making a payment, directly or
indirectly, to a physician as an inducement to reduce or limit
services to individuals who are under the direct care of the
physician and who are entitled to benefits under Medicare,
Medicaid, or any other state health care programs;

(f) providing to any person information that is known
or should be known to be false or misleading that could
reasonably be expected to influence the decision when to
discharge a hospital in-patient from the hospital;

(g) knowingly and willfully making or causing to be
made or inducing or seeking to induce the making of any false
statement or representation (or omit to state a fact required to
be stated therein or necessary to make the statements contained
therein not misleading) of a material fact with respect to (i)
the conditions or operations of a facility in order that the
facility may qualify for Medicare, Medicaid or any other state
health care program certification, or (ii) information required
to be provided under Section 1124A of the Social Security Act (42 U.S.C.
Section 1320a-3); or

(h) knowingly and willingly (i) charging for any
Medicaid service money or other consideration at a rate in excess
of the rate established by the state, or (ii) charging,
soliciting, accepting or receiving, in addition to amounts paid
by Medicaid, any gift money, donation or other consideration
(other than a charitable, religious or other philanthropic
contribution from an organization or from a person unrelated to
the patient) as a precondition of the General Partner or
Partnership precertifying, providing or continuing care for any
patient.

4.28 FULL DISCLOSURE.

No representation, warranty, covenant, agreement or
indemnity of General Partner, Partnership, Limited Partners or

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Shareholders contained in this Agreement or in any other
document, instrument, agreement, paper or other written statement
or certificate delivered by General Partner or Partnership
pursuant to this Agreement, or in connection with the
transactions contemplated herein, contains any untrue statement
of a material fact, as such facts existed as of the date such
document, instrument, agreement, paper or other written statement
or certificate or omits to state a material fact necessary to
make the statements contained herein or therein not misleading.
To the knowledge of General Partner, Partnership, Limited
Partners or Shareholders, there is no event, occurrence or action
which materially and adversely affects, or, with the passage of
time, the giving of notice or both, in the future may materially
and adversely affect, the business, operations, cash flows,
affairs, prospects, properties or assets or the condition
(financial or otherwise) of General Partner or Partnership, all
as presently exist, which has not been disclosed in this
Agreement, the schedules attached to this Agreement, or in the
documents, instruments, agreements, papers or other written
statements or certificates furnished to Parent or Purchaser for
use in connection with this Agreement and the transactions
contemplated hereby. Unless expressly stated otherwise as to a
particular Schedule, the information contained in any of the
Schedules to this Agreement shall be deemed to be part of and
qualify all representations and warranties contained in
ARTICLE 4, whether or not specifically referenced in such Schedules.

4.29 DISCLAIMER.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT TO
THE CONTRARY, THERE ARE NO REPRESENTATIONS OR WARRANTIES MADE BY
GENERAL PARTNER, LIMITED PARTNERS OR SHAREHOLDERS, EXPRESSED OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

As an inducement to Limited Partners and Shareholders
to enter into and perform this Agreement, Parent and Purchaser
hereby represent, warrant and covenant as follows:

5.1 ORGANIZATION.

Each of Parent and Purchaser is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware. Parent and Purchaser each have all
requisite corporate power and authority to carry on its
businesses as they are now being conducted. Parent and Purchaser
are duly authorized, licensed and qualified in all jurisdictions
where such authorization, licensure or qualification is necessary
in order to avoid a material adverse effect upon Parent,
Purchaser, or their businesses or their property or other assets.

5.2 AUTHORIZATION; NO INCONSISTENT AGREEMENTS.

Each of Parent and Purchaser has the full right,
corporate power and authority to make, execute and perform and

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comply with this Agreement and the transactions contemplated
hereby. This Agreement and all transactions required hereunder
to be performed by Parent or Purchaser have been or will be prior
to the Closing duly and validly authorized and approved by all
necessary corporate action on the part of Parent and Purchaser,
as appropriate. This Agreement has been duly and validly
executed and delivered on behalf of Parent and Purchaser by their
duly authorized officers, and this Agreement constitutes the
valid and legally binding obligation of Parent and Purchaser,
enforceable, subject to general equity principles, in accordance
with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting
the rights of creditors generally. Neither the execution and
delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or
breach of the certificate or articles of incorporation or the
bylaws of Parent or Purchaser, as appropriate, or any provision
of any contract or other instrument to which Parent or Purchaser
is a party or by which any of the assets of Parent or Purchaser
may be affected or secured, or any Law or Order to which Parent
or Purchaser is subject, or will result in the creation of any
Lien on any of the assets of Parent or Purchaser or acceleration
of any debt.

5.3 FULL DISCLOSURE.

No representation, warranty or covenant of Parent and
Purchaser contained in this Agreement, or in any other written
statement or certificate delivered by Parent and Purchaser
pursuant to this Agreement or in connection with the transactions
contemplated herein, contains or will contain any untrue
statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained herein
or therein not misleading.

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5.4 CONSENTS.

The execution and delivery of this Agreement by Parent
and Purchaser and the consummation of the transactions
contemplated by this Agreement (a) do not require the consent,
approval or action of, or any filing with or notice to, any
Person or Government, except as specified in Schedule 5.4 and (b)
do not require the consent or approval of any shareholders,
except such as have been obtained or will be obtained prior to
Closing.

5.5 NO VIOLATION; COMPLIANCE WITH LAWS.

Parent and Purchaser are not in default under or in
violation of their Certificates of Incorporation or By-laws. Parent
and Purchaser have complied in all material respects with all Laws
applicable to their businesses. To its knowledge, Parent and
Purchaser have not received any notification of any asserted
present or past failure to comply with any Laws.

6. ADDITIONAL AGREEMENTS

6.1 PARENT'S AND PURCHASER'S ACCESS AND INSPECTION.

Limited Partners and Shareholders shall cause General
Partner and Partnership to provide Parent, Purchaser and their
respective Representatives with full access during normal
business hours from and after the date hereof until the Closing
to all of the assets, properties and businesses of General
Partner and Partnership and the books and records of General
Partner and Partnership, and to furnish such information
concerning the business and affairs of General Partner and
Partnership, as may exist from time to time, as may be reasonably
requested, in each case for the purpose of making such continuing
investigation of General Partner and Partnership and their
businesses as Parent and Purchaser may reasonably desire. Limited
Partners and Shareholders shall cause General Partner and
Partnership to cause their Representatives to assist Parent and
Purchaser and their respective Representatives in such continuing
investigation and shall cause the Representatives of General
Partner and Partnership to be reasonably available to Parent,
Purchaser and their respective Representatives in connection with
their continuing investigation. Neither General Partner nor
Partnership shall provide any other Person with similar access or
information between the date hereof and any termination or
expiration of this Agreement. No investigation made heretofore
or hereafter by or on behalf of Parent or Purchaser shall limit
or affect in any way the representations, warranties, covenants,
agreements and indemnities of Limited Partners or Shareholders
hereunder, each of which shall survive any such investigation.

6.2 CONFIDENTIALITY.

(a) General Partner and Partnership, directly or
through their representatives have disclosed and shall disclose
certain information which is either non-public, confidential or
proprietary in nature (the "Information") relating to its
business operations. Parent and Purchaser shall accept and hold
such Information in strict confidence in accordance with the
provisions of this PARAGRAPH 6.2.

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(b) The information will be kept strictly confidential
and, without the prior consent of General Partner and
Partnership, neither Parent, Purchaser, its Affiliates or any of
their respective directors, officers, employees or agents shall:
(i) copy, reproduce, distribute or disclose the Information to
any third party (except as provided in this Paragraph 6.2), or
(ii) use the Information for any purpose other than the
consummation of the transactions contemplated by this Agreement.
Parent and Purchaser agree to transmit the Information only to
those individuals who are actively and directly participating in
the evaluation of any transaction involving General Partner and
Partnership and who are informed of this Agreement and are
instructed not to make use of the Information in a manner
inconsistent herewith.

(c) The Information shall not include information
which falls within any of the following categories: (i)
Information which has come or comes within the public domain, or
is generally known within the industry, through no fault or
action of Parent or Purchaser; (ii) Information which was known
by or rightfully available to Parent or Purchaser prior to its
disclosure hereunder; (iii) Information which becomes rightfully
available to Parent or Purchaser on a confidential basis from any
third party, the disclosure of which to Parent or Purchaser does
not violate any contractual or legal obligations said third party
has with respect to such Information; (iv) Information which is
provided to Parent or Purchaser after Parent or Purchaser has
notified General Partner or Partnership in writing that it no
longer desires to receive Information; or (v) Information which
is required to be disclosed by Law or Order of any Forum,
provided the Parent or Purchaser will provide General Partner and
Partnership at least five (5) days' prior written notice of such
disclosure, unless only a shorter period of notice is permitted
by such Law or Order.

(d) Except as may otherwise be expressly set forth in
this Agreement, General Partner and Partnership shall not be
deemed to have made any representations or warranties as to the
accuracy or completeness of the Information or any item thereof.
Except as specifically provided to the contrary in this
Agreement, neither General Partner, Partnership, Parent,
Purchaser nor any of their respective Affiliates shall have any
liability to Parent or Purchaser relating to or arising in any
manner from the use of the Information.

(e) If the transactions contemplated by this Agreement
do not close for any reason, Parent and Purchaser shall
immediately return or, if requested by General Partner or
Partnership, destroy the Information, including all notes,
copies, reproductions, summaries, analyses, or extracts thereof,
then in the possession of Parent, Purchaser or any of its
representatives, either furnished by General Partner or
Partnership hereunder or prepared by Parent or Purchaser or its
representatives, based on Information supplied by General Partner
or Partnership.

(f) Without prejudice to the rights and remedies
otherwise available, General Partner and Partnership shall be
entitled to equitable relief by way of injunction if Parent or
Purchaser (or any of its representatives) breaches or threatens
to breach any of the provisions of this PARAGRAPH 6.2.

6.3 Cooperation.

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The parties shall cooperate fully 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, and all parties shall use their
best commercial efforts to consummate the transactions
contemplated herein and to fulfill their obligations hereunder,
including, without limitation, causing to be fulfilled at the
earliest practical date the conditions precedent to the
obligations of the parties to consummate the transactions
contemplated hereby. Without the prior written consent of the
other parties, no party hereto may take any intentional action
that would cause the conditions precedent to the obligations of
the parties hereto to effect the transactions contemplated hereby
not to be fulfilled, including, without limitation, taking or
causing to be taken any action which would cause the
representations and warranties made by such party herein not to
be true, correct and complete as of the Closing.

6.4 COVENANT AGAINST COMPETITION AND CONFIDENTIALITY
OBLIGATION.

(a) Limited Partners and Shareholders (other than for
Robert L. Woodson III, an individual resident of the State of
Tennessee ("Woodson")), agree that, for a period of four years
beginning on the Closing Date, he or it shall not, without the
prior written consent of Parent, for their own account or jointly
or in combination with another, directly or indirectly, for or on
behalf of any Person, as principal, agent or otherwise: (i)
engage in the Restricted Business of the General Partner or
Partnership within the Service Areas, except as an employee or
otherwise for and on behalf of Parent, Purchaser, General Partner
or Partnership; (ii) solicit, call upon, or attempt to solicit
the patronage of any Person within the Service Areas and to whom
any of Parent, Purchaser or any of their respective Affiliates,
or General Partner, Partnership, Healthfirst, Inc.
("Healthfirst"), Computer Masters of Kentucky, Inc. ("CMK") and
Health Care Resources, Inc. ("HCR"; and together with Parent and
its Affiliates, General Partner, Partnership, Healthfirst, CMK
and HCR, the "Group"; and each Person included within the Group
being a "Member" of the Group) or those identified Persons which
the parties agree are active potential customers of a Member of
the Group provided services as of, or during the 12-month period
immediately preceding the Closing Date, for the purpose of
obtaining the patronage of any such Person for the purchase of
any products or services included in the Restricted Business,
except as an employee and on behalf of any Member of the Group;
or (iii) solicit or induce, or in any manner attempt to solicit
or induce, any individual who is employed by any Member of the
Group to leave such employment, whether or not such employment is
pursuant to a written contract with any member of the Group. For
purposes hereof, "RESTRICTED BUSINESS" means the Business of
providing home health care management, billing and data
processing, information systems, and consulting services relating
to any of the foregoing. "Home health care" means home nursing
and related services, hospice services, infusion therapy
services, respiratory therapy services and home medical
equipment. "SERVICE AREA" means the area within a 50-mile radius
of the parent office location of any customer of the Restricted
Business, or, with respect to the corporate clients or customers
listed on SCHEDULE 6.4, such area with respect to any other
parent office location of any other operating unit of such client
or customer that is engaged in providing home health care.

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(b) Notwithstanding anything herein to the contrary,
(i) it shall not be a breach of the covenants contained in this
Paragraph 6.4 for Limited Partners and Shareholders, in the
aggregate, to own, of record or beneficially, not more than two
percent (2.0%) of the capital stock or other equity interest of
any Person whose shares or equity interests are publicly traded,
and (ii) the covenants described in this Paragraph 6.4 shall
apply only if the transactions contemplated by this Agreement are
consummated.

(c) Anything in this Agreement to the contrary
notwithstanding, it shall not be a breach of the covenants under
this PARAGRAPH 6.4 for Continental Illinois Venture Corporation,
a Delaware corporation, Home Technology Health Care, Inc., a
Delaware corporation ("HTHC") or any successor to HTHC, to own
and operate home health agencies and related businesses directly
or through Affiliates, provided such businesses do not offer to
establish or manage any home health agency for any customer or
client of General Partner or Partnership, as of the date hereof
or the Closing Date, during the four-year period referred to in
PARAGRAPH 6.4(A).

(d) Woodson agrees that he shall not, without the
prior written consent of Parent, for his own account or jointly
or in combination with another, directly or indirectly, for or on
behalf of any Person, as principal, agent or otherwise: (i) for a
period of four years beginning on the Closing Date, solicit or
attempt to solicit any Person identified on Annex 1 attached
hereto, which constitute current customers of a member of the
Group or those identified Persons which the parties agree are
active potential customers of a Member of the Group for the
purpose of obtaining the patronage of any such Person for the
purchase of any products or services included in the Restricted
Business; (ii) for a period of two years beginning on the Closing
Date, solicit or attempt to solicit Hospice Preferred Choice or
any of its Affiliates for the purpose of obtaining the patronage
of any such Person for the purchase of any products or services
included in the Restricted Business; (iii) for a period of one
year beginning on the Closing Date, solicit or attempt to solicit
Columbia\HCA Healthcare Corporation, Option Care, Inc., Health
Management Associates, Community Health Systems or Paracelsus
Healthcare Corporation, or any of their respective Affiliates
Group for the purpose of obtaining the patronage of any such
Person for the purchase of any products or services included in
the Restricted Business; or (iv) for a period of four years
beginning on the Closing Date, solicit or induce, or in any
manner attempt to solicit or induce, any individual who is
employed by any Member of the Group to leave such employment,
whether or not such employment is pursuant to a written contract
with any member of the Group.

(e) As a consequence of their respective ownership,
directly or indirectly, of equity interests in General Partner,
Partnership, Healthfirst, CMK and HCR (collectively, the "HFI
Companies"), as a consequence of their employment (in the case of
those individuals signatory to this Agreement who are or have
been employed by one or more of the HFI Companies), and as a
consequence of their current or past service on the Board of
Directors of one or more of the HFI Companies (in the case of
those individuals signatory to this Agreement who are or have so

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served), the Limited Partners and the Shareholders have learned
and had access to important proprietary information related to
the provision of home health care management, billing and data
processing, information systems, and related consulting services
by the HFI Companies. This important proprietary information
includes, but is not limited to, customer contacts, pricing
structures and methodologies, contract renewal dates and terms,
operating procedures and protocols, computer software system
architecture, communications and transmission methodologies,
management services, employee evaluations and reviews, salaries,
benefits, and all other manner of proprietary customer,
operations, financial, and business information that was
developed by some or all of the HFI Companies. This important
proprietary information together with relationships developed
with customers and employees, could be used to compete unfairly
with the HFI Companies, and the ability of the HFI Companies to
sell their products and services on a competitive basis depends,
in part, on its proprietary information and customer
relationships. Parent and Purchaser would not have entered into
the transactions contemplated by this Agreement and the
Acquisition Agreement if they believed that the important
proprietary information and customer relationships of the HFI
Companies would be used in competition with any Member of the
Group. In consideration of the Share Purchase Price and the LP
Purchase Price payable to the Shareholders and the Limited
Partners hereunder and the purchase price payable under and
pursuant to the Acquisition Agreement, and other valuable
consideration, the receipt and sufficiency of which are
acknowledged, each of the Shareholders and Limited Partners
agrees that he or it shall use his or its best efforts to protect
Proprietary Information and that he or it will not use, except in
connection with work for any Member of the Group, and will not
disclose after the Closing Date, the Proprietary Information of
the HFI Companies. For purposes of this Paragraph 6.4(e),
"Proprietary Information" means information relating to the
customers, operations, finances and business of the HFI Companies
that derives value from not being generally known to other
Persons, including, but not limited to, customer contacts,
pricing structures and methodologies, contract renewal dates and
terms, operating procedures and protocols, computer software
system architecture, communications and transmission
methodologies, management services, employee evaluations and
reviews, salaries, benefits, and all other manner of proprietary
customer, operations, financial, and business information,
technical or nontechnical data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes,
financial data, or lists of actual or potential customers or
suppliers, whether or not reduced to writing. Proprietary
Information includes information disclosed to any of the HFI
Companies by third parties that any such HFI Company is obligated
to maintain as confidential. Proprietary Information subject to
this Agreement may include information that is not a trade secret
under applicable law, but information not constituting a trade
secret only shall be treated as Proprietary Information under
this Agreement for a two year period after the Closing Date.
Expenses.

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6.5 Expenses

All expenses incurred by Parent and Purchaser in
connection with the authorization, preparation, execution and
performance of this Agreement and the transactions contemplated
hereby or any transactions undertaken by any of them
participating in the transaction contemplated hereby, including,
without limitation, all fees and expenses of their
Representatives, shall be paid by Parent. All expenses incurred
by any or all of General Partner, Partnership, Limited Partners
or Shareholders in connection with the authorization,
preparation, execution and performance of this Agreement and the
transactions contemplated hereby or any transaction undertaken by
any of them prefatory to the transactions contemplated hereby,
including, without limitation, all fees and expenses of their
respective Representatives and any Representatives acting for
Limited Partners or Shareholders, shall be paid by Limited
Partners and Shareholders, but shall not be paid from or out of
any of the assets of General Partner or Partnership.

6.6 BROKERS.

Limited Partners and Shareholders, jointly and
severally, hereby represent and warrant to Parent and Purchaser
that no broker or finder, other than J.C. Bradford (the fees and
expenses of which shall be borne by the Limited Partners and
Shareholders), has acted on behalf of General Partner,
Partnership, Limited Partners or Shareholders in connection with
this Agreement or the transactions contemplated herein, and each
of them agrees, jointly and severally, to indemnify Parent,
Purchaser and their respective Affiliates from and against any
and all claims or demands for commissions or other compensation
by any broker, finder, or similar agent claiming to have been
employed by or on behalf of General Partner or Partnership.
Parent and Purchaser hereby represent and warrant onto General
Partner and Partnership that no broker or finder has acted on its
behalf in connection with this Agreement or the transactions
contemplated herein. Each of Parent and Purchaser represents and
warrants to Limited Partners and Shareholders that no broker or
finder has acted on behalf of Parent or Purchaser, and each of
them agrees to indemnify Limited Partners and Shareholders and
hold them harmless from and against any and all claims or demands
for commissions or other compensation by any broker, finder or
similar agent claiming to have been employed by or on behalf of
Parent or Purchaser.

6.7 OTHER COOPERATION.

Limited Partners and Shareholders, jointly and
severally, covenant and agree that they shall cooperate fully and
in good faith, and shall use their reasonable best efforts to
cause any and all accountants, legal counsel, actuaries and other
professional advisors employed or engaged at any time prior to
the Closing Date to cooperate fully and in good faith, with
Parent, at Parent's expense, in connection with the preparation
and filing of any and all documents, agreements, instruments,
certificates, consents, registration statements and any other
reports or papers required or permitted to be filed, registered
or submitted in accordance with any Law, including, without
limitation, the federal securities Laws. Parent agrees to
indemnify General Partner, Partnership, Limited Partners and
Shareholders and all such accountants, legal counsel, actuaries

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and other professionals, if and to the extent customary in
connection with such matters, with respect to any claims, demands
or liabilities arising out of or related to any such filings,
registrations or submissions by Parent.

6.8 PUBLICITY.

All press releases and other public announcements prior
to the Closing Date (and the initial press release or
announcement by any party immediately following the Closing),
respecting the subject matter hereof shall be made only with the
mutual agreement of Parent and Limited Partners, none of which
shall unreasonably withhold its agreement.

6.9 INTERIM FINANCIAL STATEMENTS.

Limited Partners and Shareholders shall deliver to
Parent within seven Business Days of the conclusion of any
calendar month from the date hereof through and including the
Closing Date, copies of the unaudited balance sheets of General
Partner and Partnership for the calendar month then ended (which
shall include year-to-date figures), and the related unaudited
statements of operations, retained earnings and cash flows for
such calendar month (which shall include year-to-date figures)
(the "INTERIM STATEMENTS"). The Interim Statements will be true,
correct and complete in all material respects, will be prepared
in accordance with GAAP on a basis consistent with the Unaudited
Financial Statements of General Partner and Partnership and will
fairly present the financial condition of General Partner and
Partnership as at the date thereof and the results of their
operations and cash flows for the period then ended.

6.10 UPDATE OF INFORMATION.

All documents, agreements, instruments, statements and
other writings furnished to Parent, Purchaser or any of their
Representatives pursuant to this Agreement are and shall be true,
correct and complete as of the date furnished, and any and all
amendments and supplements of the same have been or will be
delivered to Parent or Purchaser (or to their Representatives if
and as requested) in a timely and expeditious manner prior to the
Closing. At all times prior to and including the Closing Date,
Limited Partners and Shareholders shall cause General Partner and
Partnership to promptly provide Parent and Purchaser (and to
their Representatives if and as requested) with written
notification of any event, occurrence or other information of any
kind whatsoever which materially affects, or may materially
affect, the continued truth, correctness or completeness of any
representation, warranty, covenant or agreement made in this
Agreement or any document, agreement, instrument, certificate or
writing furnished to Parent or Purchaser pursuant to or in
connection with this Agreement, and each such written
notification shall specifically identify any and all of the
representations, warranties, covenants and agreements affected by
the fact, event, occurrence or information that necessitated the
giving of such notice. No such notification or other disclosure
shall be deemed to amend or supplement this Agreement, the
Schedules hereto, or any representation, warranty, covenant,
agreement or indemnity or any other document, agreement,
instrument, certificate or writing furnished to Parent and
Purchaser pursuant to or in connection with this Agreement.

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6.11 CERTAIN GOVERNMENTAL FILINGS.

The parties will make, or cause to be made, all filings
and submissions required to be made to any Government in
connection with the transactions contemplated by this Agreement,
including as may be required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Each of the parties will
furnish to the other parties such necessary information and
reasonable assistance as such other party may reasonably request
in connection with their preparation of necessary filings or
submissions to any governmental or other regulatory agency.

6.12 TAX MATTERS.

(a) Parent shall prepare or cause to be prepared and
file or cause to be filed all Tax Returns for General Partner and
Partnership for all periods ending on or prior to the Closing
Date which are filed after the Closing Date, other than Tax
Returns of the Partnership the taxable income or loss or which is
passed through to the Partners. Parent shall permit Shareholders
and Limited Partners to review and comment on each such Tax
Return described in the preceding sentence prior to filing.
Shareholders and Limited Partners shall reimburse Parent for
Taxes of General Partner and Partnership with respect to such
periods within fifteen (15) days after payment by Parent or
General Partner or Partnership of such Taxes to the extent such
Taxes are not reflected in General Partner's or Partnership's
reserve for Tax Liability (rather than any reserve for deferred
Taxes established to reflect timing differences between book and
Tax income) as of the Closing Date.

(b) Parent shall prepare or cause to be prepared and
file or cause to be filed any Tax Returns of General Partner and
Partnership for Tax periods which begin before the Closing Date
and end after the Closing Date. Shareholders and Limited
Partners shall pay to Parent within fifteen (15) days after the
date on which Taxes are paid with respect to such periods an
amount equal to the portion of such Taxes which relates to the
portion of such taxable period ending on the Closing Date to the
extend such Taxes are not reflected in General Partner's or
Partnership's reserve for Liability for Taxes (rather than any
reserve for deferred Taxes established to reflect timing
differences between book and Tax income) as of the Closing Date.
For purposes of this Paragraph 6.12(b), in the case of any Taxes
that are imposed on a periodic basis and are payable for a
taxable period that includes (but does not end on) the Closing
Date, the portion of such Tax which relates to the portion of
such taxable period ending on the Closing Date shall (i) in the
case of any Taxes other than Taxes based upon or related to
income or receipts, be deemed to be in the amount of such Tax for
the entire taxable period multiplied by a fraction the numerator
of which is the number of days in the taxable period ending on
the Closing Date and the denominator of which is the number of
days in the entire taxable period, and (ii) in the case of any
Tax based upon or related to income or receipt be deemed equal to
the amount which would be payable if the relevant taxable period
ended on the Closing Date. Any credits relating to a taxable
period that begins before and ends after the Closing Date shall
be taken into account as though the relevant taxable period ended
on the Closing Date. All determinations necessary to give effect
to the foregoing allocation shall be made in a manner consistent
with prior practice of General Partner and Partnership.

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(c) Parent, General Partner, Partnership, Shareholders
and Limited Partners shall cooperate on all matters relating to
Taxes as follows:

(i) Parent, General Partner, Partnership, Shareholders
and Limited Partners shall cooperate fully, as and to the extent
reasonably requested by another party, in connection with the
filing of Tax Returns pursuant to this PARAGRAPH 6.12 and any
audit, litigation, or other proceeding with respect to Taxes.
Such cooperation shall include the retention and (upon any other
party's request) the provision of records and information which
are reasonably relevant to any such audit, litigation, or other
proceeding and making employees available on a mutually
convenient basis to provide additional information and
explanation of any material provided hereunder. Parent, General
Partner, and Partnership agree (A) to retain all books and
records with respect to Tax matters pertinent to General Partner
and Parent relating to any taxable period beginning before the
Closing Date until the expiration of the statute of limitation
(and any extension thereof) of the respective taxable periods,
and to abide by all record retention agreements entered into with
any taxing authority, and (B) to give all other parties
reasonable written notice prior to transferring, destroying, or
discarding any such books and records and, if another party so
requests, General Partner and Partnership shall allow such other
party to take possession of such books and records.

(ii) Parent, General Partner, Partnership, Shareholders
and Limited Partners further agree, upon request, to use their
best efforts to obtain any certificate or other document from any
governmental authority or any other person as may be necessary to
mitigate, reduce or eliminate any Tax that could be imposed
(including, but not limited to, with respect to the transactions
contemplated hereby).

(iii) Parent, General Partner, and Partnership
further agree, upon request, to provide any other party with all
information that such other party may be required to report
pursuant to Code section 6043 and the Regulations promulgated
thereunder.

(e) All transfer, documentary, sales, use, stamp,
registration, and other such Taxes and fees (including any
penalties and interest) incurred in connection with this
Agreement, shall be paid by Shareholders and Limited Partners
when due, and General Partner and Partnership will, at its own
expense, file all necessary Tax Returns and other documentation
with respect to all such transfer, documentary, sales, use,
stamp, registration, and other taxes and fees, and, if required
by applicable law, Parent will, and will cause its affiliates to,
join in the execution of any such Tax Returns and other
documentation.

(f) Shareholders and Limited Partners will include the
income of Partnership (including any deferred income triggered
into income by Regulations section 1.1502-13 and Regulations
section 1.1502-14 and any excess loss accounts taken into income
under Regulations section 1.1502-19) on each Limited
Shareholder's and each Limited Partner's Tax Returns for all
periods through the Closing Date and pay any income attributable
to such income.

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(g) Shareholders and Limited Partners will not elect
to retain any net operating loss carryovers or capital loss
carryovers of General Partner and Partnership under Regulation
section 1.1502-20(g).

6.13 CERTAIN EMPLOYEE BENEFIT PLAN COVENANTS.

(a) THE PROFIT SHARING AND PAYROLL SAVINGS PLAN AND
TRUST OF HFI MANAGEMENT, INC. General Partner maintains the
Profit Sharing and Payroll Savings Plan and Trust of HFI
Management, Inc. (the "HFI PLAN") in which employees of General
Partner and Partnership participate. Prior to the Closing Date,
General Partner will take such action as is required to terminate
the HFI Plan. With respect to each employee of General Partner
and Partnership as of the Closing Date, Purchaser will give
credit for purposes of eligibility and vesting under the
Housecall Medical Resources, Inc. Retirement Savings Plan for all
service with General Partner, Partnership or any Affiliate
thereof.

(b) MEDICAL PLAN AND SECTION 125 CAFETERIA PLAN.
Healthfirst, Inc., a Delaware corporation, maintains a medical
insurance plan (the "HEALTHFIRST HEALTH PLAN") and a Section 125
cafeteria plan (the "HEALTHFIRST 125 PLAN") in which the
employees of General Partner and Partnership participate.

(i) Shareholders, Limited Partners and Purchaser agree
that effective as of the Closing Date, Purchaser shall
assume the obligations and shall continue the Healthfirst
Health Plan for the benefit of those employees of General
Partner and Partnership who become employed by an Affiliate
of Purchaser as of the Closing Date (the "TRANSFERRED
EMPLOYEES"). Nothing contained in this Agreement limits or
restricts Purchaser's right from and after the Closing Date
to amend, modify or terminate the Housecall Medical Plan in
such manner as Purchaser deems appropriate.

(ii) Shareholders, Limited Partners and Purchaser agree
that effective as of the Closing Date, Purchaser shall
assume the obligations under and shall continue the
Healthfirst 125 Plan for the benefit of the Transferred
Employees. Nothing contained in this Agreement limits or
restricts Purchaser's right from and after the Closing Date
to amend, modify or terminate the Healthfirst 125 Plan in
such manner as Purchaser deems appropriate.

(iii) Shareholders and Limited Partners agree to
cooperate and assist Purchaser in the transition of the
Healthfirst Health Plan and the Healthfirst 125 Plan and to
provide Purchaser requested information needed by Purchaser
to continue such plans.

(iv) Purchaser and Shareholders and Limited Partners
agree that following the Closing Date, Purchaser shall
retain the obligation to provide COBRA continuation coverage
with respect to those individuals who, as of the Closing
Date, have elected or are eligible to elect COBRA
continuation coverage (pursuant to Section 601 of ERISA and
Section 4980B of the Code) under the Healthfirst Health
Plan.

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(v) Purchaser and Shareholders and Limited Partners
agree that following the Closing Date, Purchaser shall
retain the obligation to comply with the certification
requirements under the Health Insurance Portability and
Accountability Act of 1996 with respect to all individuals
covered under the Healthfirst Health Plan who lost coverage
at any time prior to the Closing Date.

6.14 CERTAIN LIABILITIES.

Shareholders and Limited Partners shall indemnify and
hold harmless Purchaser Indemnitees from and against and in
respect of any and all loss, damage, liability, claim, cost and
expense, including reasonable attorneys' fees and amounts paid in
settlement relating to or arising out of (a) all legal,
accounting and other professional advisor fees, disbursements and
expenses incurred by General Partner, Partnership, Shareholders
or Limited Partners arising from or relating to the transactions
contemplated by this Agreement or the Acquisition Agreement (for
which Purchaser shall be promptly reimbursed upon written request
to Shareholders and Limited Partners), (b) (x) prior to the date
of the settlement agreement entered into by and between
Greenville Hospital System and Healthfirst, Inc., dated March 27,
1997, any use by General Partner or Partnership of the tradename
and service mark "Healthfirst", if asserted by Greenville
Hospital System or any of its subsidiaries or affiliates, and (y)
after the date of such settlement agreement, any use by General
Partner or Partnership not inconsistent with the terms of such
settlement agreement, if asserted by Greenville Hospital System
or any of its subsidiaries or affiliates, (c) all costs, expenses
and penalties, other than for filing fees not in excess of the
amount thereof assuming timely filing and CT Corporation Service
Fees and expenses (except to the extent that CT Corporation
Service has advanced such penalties), associated with qualifying
any of Companies in any jurisdiction in which they should have
been qualified but were not so qualified.

6.15 CERTAIN AGREEMENTS BY HOUSECALL.

Housecall shall use its reasonable best efforts, which
shall not include any obligation to accelerate the indebtedness
or lease obligations described below or post any form of
collateral or security, to cause Parent to be released from any
further obligations under and pursuant to (i) that certain Master
Lease Agreement, dated February 15, 1996, among SunShore Leasing
Corp., Parent and HFI and (ii) that certain Lease Agreement,
dated June 6, 1996, among Colonial Pacific Leasing, Parent and
HFI. Housecall shall indemnify and hold harmless Parent from and
against any claim, loss, damage, liability or expense related to
the foregoing lease agreements arising from the use, possession
or operation of any of the equipment and other items of tangible
personal property the subject of such leases.

7. CONDUCT OF BUSINESSES PENDING CLOSING

Limited Partners and Shareholders covenant and agree
that, except as may otherwise be provided herein, without the
prior written consent of Parent, between the date hereof and the
Closing Date:

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7.1 BUSINESS IN THE ORDINARY COURSE.

Limited Partners and Shareholders shall cause General
Partner's and Partnership's businesses to be conducted only in
the ordinary and usual course and consistent with prior
practices, without the creation of any additional indebtedness
for borrowed money. Without limiting the generality of the
foregoing:

(a) Except as provided in PARAGRAPH 7.1(B), General
Partner and Partnership shall not enter into any contracts,
agreements or other arrangements in connection with General
Partner's and Partnership's businesses, and except as otherwise
expressly provided herein, General Partner and Partnership will
not enter into any contract nor effect any transaction with any
Related Party.

(b) General Partner and Partnership shall not enter
into any contracts, agreements or other arrangements to provide,
sell, distribute or supply goods or services to any customer or
any third party except in the ordinary course of General
Partner's and Partnership's businesses at prices and on terms
consistent with the prior operating practices of General Partner
and Partnership.

(c) All contracts or commitments of General Partner
and Partnership for the purchase of services and supplies shall
be entered into only in the ordinary and regular course of
business to enable General Partner and Partnership to conduct
their normal business operations.

(d) General Partner and Partnership shall maintain,
preserve and protect all of their assets in good condition,
except for ordinary wear and tear and damage by fire or other
casualty; and General Partner and Partnership shall maintain in
full force and effect all insurance policies referred to in
PARAGRAPH 4.14 or other insurance equivalent thereto.

(e) The books, records and accounts of General Partner
and Partnership shall be maintained in the usual, regular and
ordinary course of business on a basis consistent with prior
practices and in accordance with GAAP.

(f) General Partner and Partnership shall use their
reasonable best efforts to preserve their businesses, to keep
available the services of their present employees, to preserve
the goodwill of their suppliers, customers and others having
business relations with General Partner and Partnership, and if
so requested by Parent, to assist Parent in retaining the
services of key employees and agents of General Partner and
Partnership after the Closing Date on terms satisfactory to
Parent.

7.2 NO MATERIAL CHANGES.

No action shall be taken by Limited Partners or
Shareholders which shall materially alter the organization,
capitalization, or financial structure, practices or operations
of General Partner's or Partnership's business. Without limiting
the generality of the foregoing:

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(a) No change shall be made in the Partnership
Agreement, Certificate of Limited Partnership, Certificate of
Incorporation or By-Laws of Partnership or General Partner, as
appropriate.

(b) No change shall be made in the authorized or
issued capital stock of General Partner, or in the interests
(limited or general) of Partnership.

(c) Neither Limited Partners nor Shareholders shall
issue or grant any right or option to purchase or otherwise
acquire any Partnership Interest, capital stock or other
securities of Partnership or General Partner.

(d) No dividend or other distribution or payment shall
be declared or made with respect to any capital stock of General
Partner, and General Partner shall not, directly or indirectly,
redeem, purchase or otherwise acquire any capital stock.

(e) Neither General Partner nor Partnership shall
liquidate or voluntarily declare bankruptcy or seek the
appointment of a receiver, trustee or custodian.

7.3 COMPENSATION.

No increase shall be made in the compensation payable
or to become payable to any director, officer, employee or agent
of General Partner or Partnership and no bonus or profit-share
payment or other arrangement (whether current or deferred) shall
be made to or with any such director, officer, employee or agent.
No officer, director or employee shall be hired, and no
consultant or agent shall be retained, by General Partner or
Partnership at a salary or fee in excess of $30,000 per annum.

7.4 EMPLOYEE BENEFIT PLANS. Limited Partners and Shareholders
shall ensure that:

(a) General Partner and Partnership shall not cause or
permit any ERISA Plan to be involved in any transaction which
constitutes a "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Internal Revenue
Code, unless such transaction is specifically permitted under
Sections 407 or 408 of ERISA, Section 4975 of the Internal
Revenue Code or a class or administrative exemption issued by the
Department of Labor; Company shall not cause or permit any ERISA
Plan or fiduciary of such ERISA Plan to be involved in a breach
of fiduciary duty under Section 404 of ERISA; and General Partner
and Partnership shall timely make all filings, returns and
reports, and timely give all notices, which are required under
ERISA or the Internal Revenue Code.

(b) With respect to the Employee Benefit Pension
Plans, General Partner and Partnership shall take such actions,
and refrain from such actions, as are necessary to maintain the
qualification of each such Employee Pension Benefit Plan under
Section 401(a) of ERISA, and the exemption of the trust (if any)
maintained for each such Employee Pension Benefit Plan under
Internal Revenue Code Section 501(a).

(c) General Partner and Partnership shall timely make
all contributions and other payments to its Plans which it is
obligated to make as of the date hereof. Other than

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contributions or payments declared or obligated to be paid to the
Plans as of the date hereof, no contribution shall be declared
for or paid to any Plan including, without limitation, the
Employee Pension Benefit Plans.

(d) No amendment or change to the provisions of any
Employee Pension Benefit Plan shall be made or adopted prior to
the Closing Date.

8. CONDITIONS TO OBLIGATIONS OF PARENT AND PURCHASER

The obligations of Parent and Purchaser to consummate
the transactions contemplated hereby are subject to the
fulfillment and satisfaction of each and every of the following
conditions on or prior to the Closing, any or all of which may be
waived in writing in whole or in part by Parent:

8.1 PROCEEDINGS AND DOCUMENTS SATISFACTORY.

All proceedings taken in connection with the
consummation of the transactions contemplated herein and all
documents and papers reasonably required in connection therewith
shall be reasonably satisfactory to Parent and its counsel, and
Parent and its counsel shall have timely received copies of such
documents and papers, all in form and substance reasonably
satisfactory to Parent and its counsel, as reasonably requested
by Parent or its counsel in connection therewith.

8.2 REPRESENTATIONS AND WARRANTIES.

The representations and warranties of General Partner
and Partnership contained in this Agreement shall be true and
correct as of the date when made and shall be true and correct at
and as of the Closing Date, to the same extent and with the same
force and effect as if made as of such date, except as affected
by the transactions contemplated by this Agreement or the Share
Purchase Agreement.

8.3 COMPLIANCE WITH AGREEMENTS AND CONDITIONS.

Limited Partners and Shareholders shall have performed
and complied with all covenants, agreements and conditions
required by this Agreement to be performed or complied with by
General Partner and Partnership prior to or on the Closing Date.

8.4 CERTIFICATES.

General partner, Limited Partners and Shareholders
shall have delivered to Parent and Purchaser a certificate
executed by General Partner, Limited Partners and Shareholders,
dated the Closing Date, certifying in such detail as Parent may
reasonably request as to (a) the fulfillment and satisfaction of
the conditions specified in PARAGRAPHS 8.2 AND 8.3, and (b) the
absence of any material adverse change in Partnership's or
General Partner's businesses prior to the Closing.

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8.5 RESOLUTIONS.

Parent shall have received duly adopted resolutions of
the partners of the Partnership, the Board of Directors of
General Partner, and Shareholders, certified by an Secretary or
Assistant Secretary, as appropriate, dated the Closing Date,
authorizing and approving the execution and delivery of this
Agreement, or approving the transactions contemplated hereby, and
all other action necessary to enable General Partner,
Partnership, Limited Partners and Shareholders to comply with the
terms hereof.

8.6 OPINION OF COUNSEL.

Purchaser shall have received from Brouse & McDowell or
Boult, Cummings, Conners & Berry, PLC, legal counsel for General
Partner, Partnership, Limited Partners and Shareholders,
respectively, opinions, dated as of the date of Closing, in
substantially the form set forth as EXHIBIT A.

8.7 CONSENTS.

Any and all such consents, authorizations and approvals
of all Persons and Governments as are necessary for the
consummation of the transactions contemplated by this Agreement
and all notices required to be given to any Government shall have
been given and all applicable waiting periods shall have expired.

8.8 Intentionally Left Blank.

8.9 INTERIM FINANCIAL STATEMENTS.

Limited Partners and Shareholders shall deliver to
Parent and Purchaser any Interim Statements within the prescribed
time and the same shall be acceptable to Parent and Purchaser.

8.10 BANK APPROVALS.

Parent shall have received from its lenders any
required approval of the transactions contemplated by and
provided for in this Agreement.

8.11 NO INCONSISTENT REQUIREMENTS.

No Action shall have been commenced by any Government
or Person (excluding Parent or any Affiliate of Parent or any
Person acting at the direction or request of Parent) seeking to
enjoin or prohibit the transactions contemplated hereby.

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8.12 SECURITIES ACQUISITION AGREEMENT.

As a condition to issuing any shares of Parent Stock to
Williams as LP Purchase Price, Parent shall have received from
Williams a duly executed Securities Acquisition Agreement in
substantially the form set forth as Exhibit B attached hereto.

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8.13 CONSUMMATION OF OTHER TRANSACTIONS.

The transactions contemplated by that certain Share
Purchase Agreement, of even date herewith, shall have been
consummated.

8.14 CERTAIN MANAGEMENT CONTRACTS.

General Partner and Partnership shall have delivered to
Purchaser true, correct and complete copies of addenda to or
correspondence regarding (i) that certain Management and Computer
Services Agreement, dated March 1, 1997, as amended through and
including the date hereof, between HFI Home Care Management, L.P.
and Hospice Preferred Choice, Inc., relating to San Jose, Santa
Cruz, Merced and Atlanta, and (ii) that certain Consulting and
Computer Services Agreement, dated January 1, 1997, as amended
through and including the date hereof, between HFI Home Care
Management, L.P. and Option Care, Inc., relating to Cincinnati,
Bellingham, Washington, hospice care and private duty nursing in
Columbia, Missouri.

8.15 MISCELLANEOUS.

Purchaser and its counsel shall have received such
other certifications and documents from Companies, Seller and
Parent as Purchaser and its counsel may reasonably request.

9. CONDITIONS TO OBLIGATIONS OF GENERAL PARTNER, PARTNERSHIP
LIMITED PARTNERS AND SHAREHOLDERS

The obligations of General Partner, Partnership,
Limited Partners and Shareholders under this Agreement are
subject to the fulfillment and satisfaction of each and every of
the following conditions on or prior to the Closing, any or all
of which may be waived in writing in whole or in part by General
Partner, Partnership, Limited Partners and Shareholders:

9.1 REPRESENTATIONS AND WARRANTIES.

The representations and warranties contained in ARTICLE
5 shall be true and correct as of the date when made and shall be
true and correct at and as of the Closing Date, to the same
extent and with the same force and effect as if made as of such
date, except as affected by the transactions contemplated by this
Agreement or the Share Purchase Agreement.

9.2 COMPLIANCE WITH AGREEMENTS AND CONDITIONS.

Parent and Purchaser shall have performed and complied
with all agreements and conditions required by this Agreement to
be performed or complied with by Purchaser prior to or on the
Closing Date.

9.3 CERTIFICATE OF PARENT AND PURCHASER.

Parent and Purchaser shall have delivered to Limited
Partners and Shareholders a certificate, dated the Closing Date,
certifying in such detail as Limited Partners and Shareholders
may reasonably request to the fulfillment and satisfaction of the
conditions specified in Paragraphs 9.1 and 9.2.

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9.4 RESOLUTIONS.

Parent and Purchaser shall have delivered to Limited
Partners and Shareholders duly adopted resolutions of the
respective Board of Directors (or Executive Committees thereof)
of Parent and Purchaser, certified by the Secretary or an
Assistant Secretary of Parent and Purchaser, as the case may be,
dated the Closing Date, authorizing and approving the execution
of this Agreement by Parent and Purchaser and all other action
necessary to enable Parent and Purchaser to comply with the terms
of this Agreement.

9.5 OPINION OF COUNSEL.

Limited Partners and Shareholders should have received
from Kilpatrick Stockton LLP, legal counsel for Parent and
Purchaser, an opinion, dated the Closing Date, in substantially
the form set forth as Exhibit C attached hereto.

9.6 CONSENTS.

Limited Partners and Shareholders shall have received
from any and all Persons and Governments such consents,
authorizations and approvals as are necessary for the
consummation of the transactions contemplated by this Agreement,
and all notices required to be given to any Government shall have
been given and all applicable waiting periods shall have expired.

9.7 CONSUMMATION OF OTHER TRANSACTIONS.

The transactions contemplated by that certain Share
Purchase Agreement, of even date herewith, shall have been
consummated.

9.8 NO INCONSISTENT REQUIREMENTS.

No Action shall have been commenced by any Government
or Person (excluding General Partner, Partnership, and any
Affiliate of General Partner or Partnership, or any Person acting
on behalf of or at the direction of General Partner or
Partnership) seeking to enjoin or prohibit the transactions
contemplated hereby.

10. INDEMNITIES

10.1 INDEMNIFICATION OF PARENT, PURCHASER, GENERAL PARTNER AND
PARTNERSHIP.

In accordance with and subject to the provisions of this
ARTICLE 10, each of the Limited Partners and Shareholders
(collectively, "PARENT INDEMNITORS") shall, jointly and
severally, indemnify and hold harmless Parent, Purchaser, General
Partner, Partnership, and their Affiliates, and their respective
officers, directors, agents and employees (other than for any
officer, director, agent or employee who is a Parent Indemnitor
hereunder, collectively, "PARENT INDEMNITEES"), from and against
and in respect of any and all loss, damage, liability, claim,
cost and expense, including reasonable attorneys' fees and
amounts paid in settlement pursuant to Paragraph 10.5(b)
(collectively, the "PARENT INDEMNIFIED LOSSES"), suffered or
incurred by any one or more of the Parent Indemnitees by reason
of, or arising out of any breach of any representation or
warranty, or any breach or nonfulfillment of any covenant or

-37-<PAGE>
agreement of General Partner, Partnership, any of the Limited
Partners or Shareholders contained in this Agreement; provided,
however, that (a) Parent Indemnitors shall have no obligation to
indemnify or hold harmless any Parent Indemnitee for any breach
by any other Parent Indemnitor of the covenants pursuant to
Paragraph 6.4 and (b) Parent Indemnitors shall have no obligation
to indemnify or hold harmless any Parent Indemnitee for any
Parent Indemnified Loss that arises in connection with or as a
result of any Management Contract of General Partner or
Partnership and relating to events, occurrences or actions prior
to the Closing, if (i) the event, occurrence or action which is
the principal basis for such Parent Indemnified Loss has been
specifically disclosed in Schedule 10.1 hereto or (ii) the
principal basis upon which such Parent Indemnified Loss is
established or asserted is an event, occurrence or action that
was not known by General Partner or Partnership as of the Closing
Date.

10.2 INDEMNIFICATION OF SHAREHOLDERS AND LIMITED PARTNERS.

In accordance with and subject to the provision of this
Article 10, Parent (for purposes of this Article 10, "Seller
Indemnitor") shall indemnify and hold harmless Shareholders,
Limited Partners and their respective Affiliates, and their
respective officers, directors, agents and employees
(collectively, "Seller Indemnitees"),from and against and in
respect of any and all loss, damage, liability, claim, cost and
expense, including reasonable attorney's fees and amounts paid in
settlement pursuant to Paragraph 10.5(b) (collectively, the
"Seller Indemnified Losses"), suffered or incurred by any one or
more of the Seller Indemnitees by reason of, or arising out of,
any breach of any representation or warranty, or breach or
nonfulfillment of any covenant or agreement, of Parent or
Purchaser contained in this Agreement.

10.3 INTERCHANGEABLE TERMINOLOGY.

For purposes of the remaining paragraphs of this
Article 10, which are mutually applicable to Parent (on the one
hand) and to Shareholders and Limited Partners (on the other
hand) depending on the party with the obligation to indemnify or
the right to be indemnified as provided in Paragraph 10.1 and
10.2, the Parent Indemnitors and the Seller Indemnitors, and the
Parent Indemnitees and Seller Indemnitees, are sometimes referred
to interchangeably as "Indemnitors" and "Indemnitees,"
respectively, with the understanding and agreement that such
references are to the particular party or parties under Paragraph
10.1 or 10.2. Similarly, Parent Indemnified Losses and Seller
Indemnified Losses are sometimes referred to interchangeably as
"Indemnified Losses," with the comparable understanding and
agreement.

10.4 PAYMENT.

Indemnitors shall, subject to the provisions of
Paragraph 10.5, reimburse Indemnitees, within 10 days of written
demand on Parent or Agent, as the case may be, for any
Indemnified Loss.

10.5 DEFENSE OF CLAIMS.

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(a) If any claim or Action by a third party arises
after the Closing Date for which an Indemnitor may be liable to
an Indemnitee under the terms of this Agreement, then Indemnitee
shall notify such Indemnitor within a reasonable time after such
claim or Action arises and is known to such Indemnitees, and
shall give the Indemnitor a reasonable opportunity: (i) to
conduct any proceedings or negotiations in connection therewith
and necessary or appropriate to defend such Indemnitee; (ii) to
take all other required steps or proceedings to settle or defend
any such claim or Action; and (iii) to employ counsel to contest
any such claim or Action in the name of Indemnitee or otherwise.
The expenses of all proceedings, contests or lawsuits with
respect to such Actions shall be borne by the Indemnitor. If the
Indemnitor desires to assume the defense of such claim or Action,
then such Indemnitor shall give written notice to the Indemnitee
within 30 days after notice from the Indemnitee of such claim or
Action (unless the claim or action reasonably requires a response
in less than 30 days after the notice is given to such
Indemnitor, in which event such Indemnitor shall notify
Indemnitee at least 10 days prior to such reasonably required
response date), and the Indemnitor shall thereafter assume the
defense of any such claim or Action through counsel reasonably
satisfactory to the Indemnitee; provided that Indemnitees may
participate in such defense at their own expense; further
provided that, Purchaser shall have the sole right, exercisable
in good faith, to direct and control the defense (whether or not
assumed by the Parent Indemnitors) of any and all claims or
Actions that involve a Government or other Person acting as a
third party payor for health care services; and further provided
that, any Indemnitee may refuse to permit its Indemnitor to
assume the defense of any claim or Action with respect to which
defense there exists a material conflict of interests between
such Indemnitee and an Indemnitor as to the subject matter of the
claim or Action. A difference of opinion concerning how much to
pay a third party claimant, without more, shall not constitute a
material conflict of interests between an Indemnitee and an
Indemnitor for purposes of the preceding sentence.

(b) If the Indemnitors do not assume the defense of,
or if after so assuming the Indemnitors fail to defend, any such
Action (or if the Indemnitors are not permitted to assume such
defense as a result of the assertion of a material conflict of
interests by an Indemnitee), then Indemnitees may defend against
such claim or Action in such manner as they may deem appropriate
(provided that the Indemnitors may participate in such defense at
their own expense); Indemnitees may settle such claim or Action
on such terms as they may deem appropriate; and the Indemnitors
shall promptly reimburse Indemnitees for the amount of all
expenses, legal and otherwise, reasonably and necessarily
incurred by Indemnitees in connection with the defense against
and settlement of such claim or Action. If no settlement of such
claim or Action is made, the Indemnitors shall satisfy any
judgment rendered with respect to such claim or in such Action,
before Indemnitees are required to do so, and shall pay all
expenses, legal or otherwise, reasonably and necessarily incurred
by Indemnitees in the defense of such claim or Action.

(c) If a judgment is rendered against any of the
Indemnitees in any Action covered by the indemnification
hereunder, or any Lien in respect of such judgment attaches to
any of the assets of any of the Indemnitees, the Indemnitors

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shall immediately upon receipt from Indemnitees of copies of such
attachment or entry, pay such judgment in full or discharge such
Lien unless, at the expense and direction of the Indemnitors, an
appeal is taken under which the execution of the judgment or
satisfaction of the Lien is stayed. If and when a final judgment
is rendered in any such Action, the Indemnitors shall forthwith
pay such judgment or discharge such Lien before any of
Indemnitees is compelled to do so.

10.6 NO CONTRIBUTION.

Limited Partners and Shareholders shall not have any
right of contribution against General Partner or Partnership or
any of the respective Affiliates for any Indemnified Losses.

10.7 LIMITATIONS ON LIABILITY.

(a) Notwithstanding anything in this Agreement to the
contrary, no Indemnitor(s) shall have any liability under this
Agreement until such time as the aggregate amount of Indemnified
Losses for which such Indemnitor(s) has or have responsibility
under and pursuant to this Agreement and the Share Purchase
Agreement, on a combined basis, exceed $500,000; provided, that,
once the aggregate amount of Indemnified Losses exceeds $500,000,
Indemnitees shall be entitled to recover from the Indemnitors the
aggregate amount of all Indemnified Losses.

(b) Notwithstanding anything in this Agreement to the
contrary, in no event shall the maximum amount of liability of a
Parent Indemnitor exceed the aggregate amount of the Share
Purchase Price and the LP Purchase Price paid to such Purchaser
Indemnitor pursuant to this Agreement.

(c) The limitations set forth in this Paragraph 10.7
shall be inapplicable to any breach of the covenants and
agreements contained in any of Paragraphs 6.4, 6.5, 6.6, 6.12,
6.13 and 6.14, except that in the case of clause (b) of Paragraph
6.14, the limitation in Paragraph 10.7(b) shall be applicable.

11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The representations and warranties of the parties
contained in this Agreement or in any writing delivered pursuant
to the provisions of this Agreement shall survive any
investigation heretofore or hereafter made by any other party or
its Representatives and the consummation of the transactions
contemplated herein and shall continue in full force and effect
for the periods specified below (the "SURVIVAL PERIOD"):

(a) representations and warranties relating to the
reporting, payment or liability for Taxes or any obligations or
liabilities related to Indemnified Losses arising from
environmental liabilities or product liabilities shall survive
until expiration of any applicable statute or period of
limitations, and any extensions thereof; and

(b) all other representations and warranties hereunder
shall be of no further force and effect after the expiration of
two years from and after the Closing Date.

Anything to the contrary notwithstanding, the Survival

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Period shall be extended automatically to include any time period
necessary to resolve a claim for indemnification which was made
before expiration of the Survival Period but not resolved prior
to its expiration. Such extension shall apply only to the claim
for which such extension was necessary.

12. TERMINATION

12.1 TERMINATION FOR CERTAIN CAUSES.

This Agreement may be terminated at any time prior to
or on the Closing Date by Limited Partners or Shareholders, on
the one hand, or by Parent and Purchaser, on the other hand, upon
written notice to the other as follows:

(a) By PARENT, if the terms, covenants or conditions
of this Agreement to be complied with or performed by any or all
of General Partner, Partnership, Limited Partners or Shareholders
at or before the Closing Date shall not have been complied with
or performed and such noncompliance or nonperformance shall not
have been waived by Purchaser.

(b) By PARENT, if there is any fact or condition with
respect to General Partner's or Partnership's businesses, assets,
properties, financial condition or actual or anticipated results
of operations of General Partner or Partnership or their
businesses which materially and adversely affects such
businesses, properties, financial condition, results of
operations, assets, or the value or continuance of General
Partner's or Partnership's businesses.

(c) By LIMITED PARTNERS OR SHAREHOLDERS, if the terms,
covenants or conditions of this Agreement to be complied with or
performed by Parent or Purchaser at or before the Closing Date
shall not have been complied with or performed and such
noncompliance or nonperformance shall not have been waived by
Limited Partners or Shareholders.

(d) By PARENT, PURCHASER, SHAREHOLDERS OR LIMITED
PARTNERS, if any Action shall have been instituted or threatened
against any party to this Agreement to restrain or prohibit, or
to obtain substantial damages in respect of, this Agreement or
the consummation of the transactions contemplated herein, which,
in the reasonable and good faith opinion of any party, makes
consummation of the transactions herein contemplated inadvisable.

12.2 PROCEDURE ON AND EFFECT OF TERMINATION.

Pursuant to PARAGRAPH 12.1 hereof, written notice
thereof shall be given to all other parties by the party electing
to terminate, and this Agreement shall terminate upon the giving
of such notice, without further action by any of the parties
hereto, with the consequence and effect set forth in this
PARAGRAPH 12.2. If for any reason on the Closing Date there has
been nonfulfillment of an undertaking by or condition precedent
for Parent or Purchaser, on the one hand, or General Partner,
Partnership, Limited Partners or Shareholders, on the other hand,
not waived in writing by or on behalf of the party in whose favor
such undertaking or condition or undertaking runs, the party in
whose favor such undertaking or condition runs, in addition to
any other right or remedy available to it, may refuse to

-41-<PAGE>
consummate the transactions contemplated by this Agreement
without liability or obligation on its part whatsoever.
Notwithstanding the foregoing, the obligations of the parties
pursuant to PARAGRAPHS 6.2 (CONFIDENTIALITY), 6.5 (EXPENSES), 6.6
(BROKERS) and 6.8 (PUBLICITY) shall survive any such termination.

13. MISCELLANEOUS

13.1 NOTICES.

(a) All notices, demands or other communications
required or permitted to be given or made hereunder shall be in
writing and (1) delivered personally, or (2) sent by pre-paid,
first class, certified or registered air mail, return receipt
requested, or (3) by an express courier service, or (4) by
facsimile transmission to the intended recipient thereof, at its
address or facsimile number set out below. Any such notice,
demand or communication shall be deemed to have been duly given
immediately (if given or made by confirmed facsimile), or three
days after mailing or the second day after delivery to an express
courier service, and in proving same it shall be sufficient to
show that the envelope containing the same was duly addressed,
stamped and posted (or that the envelope was delivered to the
express courier service), or that receipt of a facsimile was
confirmed by the recipient. The addresses and facsimile numbers
of the parties for purposes of this Agreement are:

(i) If to Parent or
Purchaser Housecall
Medical Resources, Inc.
1000 Abernathy Road
Building 400, Suite 1825
Atlanta, Georgia 30328
Facsimile No.: 770-395-9891
Attention: Chief Financial Officer

With a copy to: Kilpatrick Stockton LLP
1100 Peachtree Street
Atlanta, Georgia 30309
Facsimile No.: 404-815-6555
Attention: W. Randy Eaddy

(ii) If to Limited
Partners Robert C. Hilton
or Shareholders: c/o Home Technology
Healthcare, Inc.
2100 West End Avenue, Suite 150
Nashville, Tennessee 37203
Facsimile No.: 423-588-5414

and to: R. Steven Williams
c/o HF Holdings, Inc.
311 Weisgarber Road, SW
Knoxville, Tennessee 37917
Facsimile No.: 423-588-5414

With a copy to: Boult, Cummings, Conners
& Berry, PLC

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414 Union Street, Suite 1600
Nashville, Tennessee 37219
Facsimile No.: 615-252-2380
Attention: John E. Gillmor, Esq.

and to: Brouse & McDowell Co. LPA
500 First National Tower
Akron, Ohio 44308
Facsimile No.: 216-253-8601
Attention: Shawn M. Lyden, Esq.

Any party may change the address to which notices, requests,
demands or other communications to such parties shall be
delivered or mailed by giving notice thereof to the other parties
hereto in the manner provided herein.

13.2 COUNTERPARTS.

This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all
of which shall constitute one and the same instrument.

13.3 ENTIRE AGREEMENT.

This Agreement supersedes all prior discussions and
agreements between the parties with respect to the subject matter
hereof, and this Agreement, including its Exhibits and Schedules,
and with acknowledgment of the relationship and contemplation of
the transactions contemplated by the Share Purchase Agreement,
contains the sole and entire agreement among the parties with
respect to the matters covered hereby. This Agreement shall not
be altered or amended except by an instrument in writing signed
by or on behalf of the party entitled to the benefit of the
provision against whom enforcement is sought.

13.4 GOVERNING LAW.

The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the
laws of the State of Georgia, without regard to conflicts of laws
principles.

13.5 SUCCESSORS AND ASSIGNS.

This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs,
executors, legal representatives, successors and assigns. No
party may assign its rights or obligations under this Agreement,
by operation of law or otherwise, without the prior written
consent of all other parties.

13.6 PARTIAL INVALIDITY AND SEVERABILITY.

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by a court of competent jurisdiction, it is the intention of the
parties that the remaining terms hereof, or part thereof, shall
constitute their agreement with respect to the subject matter
hereof, and all such remaining terms, or parts thereof, shall
remain in full force and effect. To the extent legally
permissible, any illegal, invalid or unenforceable provision of
this Agreement shall be replaced by a valid provision which will
implement the commercial purpose of the illegal, invalid or
unenforceable provision.

13.7 WAIVER.

Any term or condition of this Agreement may be waived
at any time by the party which is entitled to the benefit
thereof, but only if such waiver is evidenced by a writing signed
by such party. No failure on the part of any party hereto to
exercise, and no delay in exercising, any right, power or remedy
created hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or remedy by
any such party preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. No waiver by
any party hereto of any breach of or default in any term or
condition of this Agreement shall constitute a waiver of or
assent to any succeeding breach of or default in the same or any
other term or condition hereof.

13.8 HEADINGS.

The headings of particular provisions of this Agreement
are inserted for convenience only and shall not be construed as a
part of this Agreement or serve as a limitation or expansion on
the scope of any term or provision of this Agreement.

13.9 NUMBER AND GENDER.

Where the context requires, the use of the singular
form herein shall include the plural, the use of the plural shall
include the singular, and the use of any gender shall include any
and all genders.

13.10 CONSENTED ASSIGNMENT.

Anything contained herein to the contrary
notwithstanding, this Agreement shall not constitute an agreement
to assign any claim, right, contract, license, lease, commitment,
sales order or purchase order if an attempted assignment thereof
without the consent of another party thereto would constitute a
breach thereof or in any material way affect the rights of
Limited Partners or Shareholders thereunder, unless such consent
is obtained. If such consent is not obtained, or if an attempted
assignment would be ineffective or would materially affect
Limited Partners' or Shareholders' rights thereunder so that
Purchaser would not in fact receive all such rights, Limited
Partners and Shareholders shall upon the request of Purchaser
cooperate in any reasonable arrangement designed to provide for
Purchaser the benefits under any such claim, right, contract,
license, lease, commitment, sales order or purchase order,
including, without limitation, enforcement of any and all rights
of Limited Partners or Shareholders against the other party or
parties thereto arising out of the breach or cancellation by such
other party or otherwise.

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13.11 ACKNOWLEDGMENT AND CONSENT

Each of Shareholders and Limited Partners acknowledge
that the cash portion of the Share Purchase Price and the LP
Purchase Price to be paid hereunder is being financed by a
syndicate of banks and other financial institutions lead by
Toronto Dominion (Texas), Inc. as agent, and each of them further
acknowledges that under the terms of the financing being so
provided to Parent and Purchaser that Parent and Purchaser have
been requested, and have agreed, to collaterally assign all of
its right, title and interest in and to its rights and remedies
hereunder to Toronto Dominion (Texas), Inc., as agent. Each of
Shareholders and Limited Partners expressly acknowledge and
consent to such collateral assignment.

13.12 GUARANTY.

Parent hereby unconditionally and absolutely guarantees
the performance of any and all obligations of Purchaser under
this Agreement.

13.13 SATISFACTION OF CONDITIONS.

By their execution and delivery of this Agreement, the
parties acknowledge and agree that the transactions contemplated
hereby have been consummated simultaneously with the execution
and delivery hereof, and they further acknowledge and agree that
each of the conditions precedent to be complied with and
satisfied by them prior to the Closing have been satisfied.

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14. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS

14.1 CERTAIN DEFINITIONS.

For purposes of this Agreement, the following
capitalized terms shall have the meanings specified with respect
thereto below (all terms used in this Agreement which are not
defined in this Article 14, but are defined elsewhere in this
Agreement, shall have for purposes of this Agreement the meanings
set forth elsewhere in this Agreement):

"ACTION" shall mean any action, suit, complaint, claim,
counter-claim, petition, set-off, inquiry, investigation,
administrative proceeding, arbitration, or private dispute
resolution proceeding, whether at law, in equity, by contract or
agreement, or otherwise, and whether conducted by or before any
Government, any Forum, or other Person.

"AFFILIATE" of any Person shall mean any other Person
directly or indirectly controlling, controlled by, or under
direct or indirect common control with the former Person. A
Person shall be deemed to control another Person if such Person
possesses, directly or indirectly, the power to direct or cause
the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract
or otherwise.

"CODE" shall mean the Internal Revenue Code of 1986,
as amended.

"BUSINESS DAY" shall mean any day other than a
Saturday, a Sunday or a day on which commercial banks in Atlanta,
Georgia, are required or authorized to be closed.

"ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.

"ENVIRONMENTAL LAWS" shall mean all federal, state,
local and foreign laws, including but not limited to all
statutes, ordinances, rules, regulations, and common law,
relating to pollution or protection of the environment, including
laws relating to emissions, discharges, releases or threatened
releases of pollutants, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes into the environment
(including without limitation ambient air, surface water, ground
water or land), or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or
industrial, toxic or hazardous substances or wastes, and any and
all regulations, codes, plans, orders, decrees, judgments,
injunctions, consent agreements, stipulations, provisions and
conditions of permits, licenses and other operating
authorizations, notices or demand letters issued, entered,
promulgated or approved thereunder.

"FORUM" shall mean any federal, state, local, municipal
or foreign court, governmental agency, administrative body or
agency, tribunal, private alternative dispute resolution system,
or arbitration panel.

"GAAP" shall mean generally accepted accounting

-46-<PAGE>
principles as applicable in the United States, consistently
applied.

"GOVERNMENT" shall mean any federal, state, local,
municipal, or foreign government or any department, commission,
board, bureau, agency, instrumentality, unit, or taxing authority
thereof.

"HEREOF," "HEREIN," "HEREUNDER" and words of similar
import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement,
and "ARTICLE", "PARAGRAPH", "SCHEDULE", "EXHIBIT" and like
references are to this Agreement unless otherwise specified.

"KNOWN," "TO THE KNOWLEDGE OF," "TO THE BEST KNOWLEDGE
OF," "AWARE" or words of similar import employed in this
Agreement with reference to any individual or entity shall be
conclusively presumed to mean the actual knowledge of such person
or entity or such knowledge as such person or entity would have
through reasonable inquiries of such person's or entity's
directors, officers or employees.

"LAW" shall mean all federal, state, local, municipal
or foreign constitutions, statutes, rules, regulations,
ordinances, acts, codes, legislation, treaties, conventions and
similar laws and legal requirements, as in effect from time to
time.

"LIABILITY" shall mean shall mean any liability or
obligation whether known or unknown, asserted or unasserted,
absolute or contingent, accrued or unaccrued, liquidated or
unliquidated and whether due or to become due, including any
liability for Taxes.

"LIEN" shall mean any mortgage, pledge, hypothecation,
security interest, encumbrance, lien or charge of any kind, or
any rights of others, however evidenced or created (including any
agreement to give any of the foregoing, any conditional sale or
other title retention agreement, any lease in the nature thereof,
and the filing of or agreement to give any financing statement
under the Uniform Commercial Code of any jurisdiction).

"MANAGEMENT CONTRACT" means any contract or agreement
for the provision of home health care management billing and data
processing, information systems or consulting services related to
the foregoing.

"MOST RECENT BALANCE SHEET" shall mean the latest of
all Balance Sheets as described in Paragraph 4.6.

"MOST RECENT FISCAL MONTH END" shall mean the date of
the latest of all Balance Sheets as described in Paragraph 4.6.

"ORDERS" shall mean all applicable orders, writs,
judgments, decrees, rulings and awards of any Forum.

"PERSON" shall mean and include an individual, a
partnership, a joint venture, a corporation, a limited liability
company, a trust, an unincorporated association or organization,
and a Government.

"REGULATIONS" shall mean Treasury Regulations

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promulgated under the Code, as such Regulations may be amended
from time to time (including corresponding provisions of
succeeding Regulations).

"REPRESENTATIVE" of a party shall mean such party's
directors, officers, Limited Partners, employees, agents,
accountants, lenders, lawyers, investment bankers, and other
financial or professional advisors or consultants.

"SHAREHOLDERS" shall mean, collectively, those Persons
who are the record holders of the Shares immediately prior to the
Effective Time, and "Shareholder" shall mean any one of them.

"TAXES" shall mean all federal, state, local, or
foreign income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits,
environmental (including taxes under Code section 59A), customs
duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property,
personal property, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of
any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.

"TAX RETURN" shall mean any return, declaration,
report, claim for refund, or information return or statement
relating to Taxes, including any schedule or attachment thereto,
and including any amendment thereof.

-48-<PAGE>

14.2 INDEX TO DEFINITIONS.

The definitions for the following defined terms used in
this Agreement can be found as follows:

Defined Term Paragraph or Article
- ------------- --------------------
Balance Sheet [used but not defined]
Business Recital A
Closing 3.1
Closing Date 3.1
Contracts 4.13
Disclosed Liabilities 4.7
Employee Pension Benefit Plans 4.20(e)
ERISA Plan 4.20(a)
Interim Statements 6.9
LP Purchase Price 2.1
Parent Indemnified Losses 10.1
Parent Indemnitees 10.1
Parent Indemnitors 10.1
Parent Stock [used but not defined]
Partnership Interests 4.2(b)
Plan or Plans 4.20 (a)
Reference Date 4.7
Related Parties 4.24
Restricted Business 6.4(a)
Service Area 6.4
Share Purchase Price 1.1
Shares 4.2(a)
Significant Customers 4.15
Survival Period 11.1
Unaudited Financial Statements 4.6
Unaudited Interim Financial Statements 4.6
Unaudited Year-end Financial Statements 4.6
Williams 3.3(a)

[Signatures appear on following page]

-49-<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P., the
shareholders of HFI Management, Inc.

HOUSECALL MEDICAL RESOURCES, INC.

By: /s/ Daniel J. Kohl
Print Name: Daniel J. Kohl
Title: President

(CORPORATE SEAL)
/s/ Deborah L. O'Neal-Johnson
Witness

HFI ACQUISITION CORP.

By: /s/ Fred C. Follmer
Print Name: Fred C. Follmer
Title: Vice President

(CORPORATE SEAL)

/s/ Deborah L. O'Neal-Johnson
Witness

<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this
counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P.,
the shareholders of HFI Management, Inc., and the limited partners of HFI
Home Care Management, L.P. By its execution and delivery of this counterpart
original Signature Page, the undersigned hereby certifies that it is a
"Shareholder" and a "Limited Partner", as each of those terms is defined in
the Acquisition Agreement, for all purposes of this Acquisition Agreement.

/s/ Robert L. Woodson III
Robert L. Woodson, III

/s/ Teresa M. Montgomery
Witness

KNOX COUNTY
STATE OF TENNESSEE

Sworn to and subscribed before
me this 12 th day of May, 1997.

/s/ Cheryl Ann Zelmer
Notary Public

My commission expires August 27, 1997
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this
counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P.,
the shareholders of HFI Management, Inc., and the limited partners of HFI
Home Care Management, L.P. By its execution and delivery of this counterpart
original Signature Page, the undersigned hereby certifies that it is a
"Shareholder" and a "Limited Partner", as each of those terms is defined in
the Acquisition Agreement, for all purposes of this Acquisition Agreement.

/s/ Robert C. Hilton
Robert C. Hilton

_______________________
Witness
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this
counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P.,
the shareholders of HFI Management, Inc., and the limited partners of HFI
Home Care Management, L.P. By its execution and delivery of this counterpart
original Signature Page, the undersigned hereby certifies that it is a
"Shareholder" and a "Limited Partner", as each of those terms is defined in
the Acquisition Agreement, for all purposes of this Acquisition Agreement.

CONTINENTAL ILLINOIS VENTURE
CORPORATION

By: /s/ Christopher J. Perry
Print Name: Christopher J. Perry
Title: President

(CORPORATE SEAL)

/s/ Debra M. Kenny
Witness<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this
counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P.,
the shareholders of HFI Management, Inc., and the limited partners of HFI
Home Care Management, L.P. By its execution and delivery of this counterpart
original Signature Page, the undersigned hereby certifies that it is a
"Shareholder" and a "Limited Partner", as each of those terms is defined in
the Acquisition Agreement, for all purposes of this Acquisition Agreement.

/s/ Daniel G. Helle
Daniel G. Helle

/s/ Debra M. Kenny
Witness
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this
counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P.,
the shareholders of HFI Management, Inc., and the limited partners of HFI
Home Care Management, L.P. By its execution and delivery of this counterpart
original Signature Page, the undersigned hereby certifies that it is a
"Shareholder" and a "Limited Partner", as each of those terms is defined in
the Acquisition Agreement, for all purposes of this Acquisition Agreement.

/s/ Marcus D. Wedner
Marcus D. Wednes

/s/ Debra M. Kenny
Witness
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this
counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P.,
the shareholders of HFI Management, Inc., and the limited partners of HFI
Home Care Management, L.P. By its execution and delivery of this counterpart
original Signature Page, the undersigned hereby certifies that it is a
"Shareholder" and a "Limited Partner", as each of those terms is defined in
the Acquisition Agreement, for all purposes of this Acquisition Agreement.

/s/ John R. Willis
John R. Willis

______________________
Witness
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this
counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P.,
the shareholders of HFI Management, Inc., and the limited partners of HFI
Home Care Management, L.P. By its execution and delivery of this counterpart
original Signature Page, the undersigned hereby certifies that it is a
"Shareholder" and a "Limited Partner", as each of those terms is defined in
the Acquisition Agreement, for all purposes of this Acquisition Agreement.

/s/ Derick Nance
Derick Nance

/s/ [unreadable]
Witness
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this
counterpart original Signature Page to that certain Acquisition Agreement,
dated May 13, 1997, by and among, Housecall Medical Resources, Inc., HFI
Acquisition Corp., HFI Management, Inc., HFI Home Care Management, L.P.,
the shareholders of HFI Management, Inc., and the limited partners of HFI
Home Care Management, L.P. By its execution and delivery of this counterpart
original Signature Page, the undersigned hereby certifies that it is a
"Shareholder" and a "Limited Partner", as each of those terms is defined in
the Acquisition Agreement, for all purposes of this Acquisition Agreement.

/s/ R. Steven Williams
R. Steven Williams

/s/ Michael Carver
Michael Carver

/s/ Avy H. Stein
Avy H. Stein

___________________________
Witness

SHARE PURCHASE AGREEMENT

BY AND AMONG

HFI ACQUISITION CORP.

HOUSECALL MEDICAL RESOURCES, INC.

HF HOLDINGS, INC.

HTHF, INC.

AND

HOME TECHNOLOGY HEALTHCARE, INC.

May 13, 1997

1
<PAGE>

SHARE PURCHASE AGREEMENT

TABLE OF CONTENTS*

1. PURCHASE AND SALE . . . . . . . . . . . . . . . . . . . . . 2

1.1 Agreement to Purchase and Sell the Shares. . . . . . . . 2

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

1.3 Transactions and Documents at Closing. . . . . . . . . . 2

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER AND
PARENT . . . . . . . . . . . . . . . . . . . . . . . . . . .2

2.1 Organization and Authority. . . . . . . . . . . . . . . . 3

2.2 Ownership of Shares and Subsidiary Shares. . . . . . . . 3

2.3 Authority; Inconsistent Obligations. . . . . . . . . . . 4

2.4 Consents. . . . . . . . . . . . . . . . . . . . . . . . . 4

2.5 No Violation; Compliance with Laws. . . . . . . . . . . . 4

2.6 Financial Statements. . . . . . . . . . . . . . . . . . . 5

2.7 Liabilities. . . . . . . . . . . . . . . . . . . . . . . 5

2.8 Title to Properties. . . . . . . . . . . . . . . . . . . 5

2.9 Receivables. . . . . . . . . . . . . . . . . . . . . . . 6

2.10 Personal Property. . . . . . . . . . . . . . . . . . . . 6

2.11 Real Property. . . . . . . . . . . . . . . . . . . . . . 6

2.12 Authority to Conduct Business and Intellectual Property
Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

* THIS TABLE OF CONTENTS DOES NOT CONSTITUTE A PART OF THIS AGREEMENT.

i
<PAGE>

2.13 Contracts. . . . . . . . . . . . . . . . . . . . . . . . 8

2.14 Insurance. . . . . . . . . . . . . . . . . . . . . . . . 8

2.15 Customers. . . . . . . . . . . . . . . . . . . . . . . . 9

2.17 Contingencies. . . . . . . . . . . . . . . . . . . . . . 9

2.17 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.18 Medicare Participation/Accreditation. . . . . . . . . 11

2.20 Employment and Labor Matters. . . . . . . . . . . . . 11

2.20 Employee Benefit Matters. . . . . . . . . . . . . . . 12

2.21 Environmental Matters. . . . . . . . . . . . . . . . . 14

2.20 Absence of Certain Business Practices. . . . . . . . . 14

2.23 Government Reports. . . . . . . . . . . . . . . . . . 15

2.24 Agreements and Transactions with Related Parties. . . 15

2.25 Absence of Changes. . . . . . . . . . . . . . . . . . 15

2.26 No Defaults. . . . . . . . . . . . . . . . . . . . . . 17

2.27 Fraud and Abuse. . . . . . . . . . . . . . . . . . . . 17

2.28 Full Disclosure. . . . . . . . . . . . . . . . . . . . 18

2.29 Disclaimer. . . . . . . . . . . . . . . . . . . . . . 19

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER . . . . . . . 19

3.1 Organization. . . . . . . . . . . . . . . . . . . . . . 19

3.2 Authorization; No Inconsistent Agreements. . . . . . . 19

3.3 Full Disclosure. . . . . . . . . . . . . . . . . . . . 20

3.4 Consents. . . . . . . . . . . . . . . . . . . . . . . . 20

3.5 No Violation; Compliance with Laws. . . . . . . . . . . 20

4. ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . 20

4.1 Purchaser's Access and Inspection. . . . . . . . . . . 20

4.2 Confidentiality. . . . . . . . . . . . . . . . . . . . 21

4.3 Cooperation. . . . . . . . . . . . . . . . . . . . . . 22

4.4 Covenant Against Competition. . . . . . . . . . . . . . 22

4.5 Expenses. . . . . . . . . . . . . . . . . . . . . . . . 23

4.6 Brokers. . . . . . . . . . . . . . . . . . . . . . . . 23
<PAGE>
4.7 Other Post-Closing Cooperation. . . . . . . . . . . . . 24

4.8 Publicity. . . . . . . . . . . . . . . . . . . . . . . 24

4.9 Interim Financial Statements. . . . . . . . . . . . . . 24

4.10 Update of Information. . . . . . . . . . . . . . . . . 24

4.11 Certain Governmental Filings. . . . . . . . . . . . . 25

4.12 Tax Matters. . . . . . . . . . . . . . . . . . . . . . 25

4.13 Certain Employee Benefit Plan Covenants . . . . . . . 28

4.14 Certain Liabilities. . . . . . . . . . . . . . . . . . 29

4.15 Certain Agreements by Housecall. . . . . . . . . . . . 30

5. CONDUCT OF BUSINESSES PENDING CLOSING . . . . . . . . . . 30

5.1 Business in the Ordinary Course. . . . . . . . . . . . 30

5.2 No Material Changes. . . . . . . . . . . . . . . . . . 31

5.3 Compensation. . . . . . . . . . . . . . . . . . . . . . 32

5.4 Employee Benefit Plans. . . . . . . . . . . . . . . . . 32

6. CONDITIONS TO OBLIGATIONS OF PURCHASER . . . . . . . . . . 33

6.1 Proceedings and Documents Satisfactory. . . . . . . . . 33

6.2 Representations and Warranties. . . . . . . . . . . . . 33

6.3 Compliance with Agreements and Conditions. . . . . . . 33

6.4 Certificates. . . . . . . . . . . . . . . . . . . . . . 33

6.5 Resolutions. . . . . . . . . . . . . . . . . . . . . . 34

6.6 Opinion of Counsel. . . . . . . . . . . . . . . . . . . 34

6.7 Consents. . . . . . . . . . . . . . . . . . . . . . . . 34

6.8 Employment Agreements. . . . . . . . . . . . . . . . . 34

6.9 Bank Approvals. . . . . . . . . . . . . . . . . . . . . 34

6.10 Consummation of Other Transactions. . . . . . . . . . 34

6.11 No Inconsistent Requirements. . . . . . . . . . . . . 34

6.12 Minute Books and Share Records . . . . . . . . . . . . 35

6.13 Certain Management Contracts . . . . . . . . . . . . . 35

7. CONDITIONS TO OBLIGATIONS OF SELLER, HTHF AND PARENT . . . 35

7.1 Representations and Warranties. . . . . . . . . . . . . 35

7.2 Compliance with Agreements and Conditions. . . . . . . 35
<PAGE>
7.3 Certificate of Purchaser. . . . . . . . . . . . . . . . 35

7.4 Resolutions. . . . . . . . . . . . . . . . . . . . . . 36

7.5 Opinion of Counsel. . . . . . . . . . . . . . . . . . . 36

7.6 Consummation of Other Transactions. . . . . . . . . . . 36

7.7 No Inconsistent Requirements. . . . . . . . . . . . . . 36

7.8 Employment Agreements. . . . . . . . . . . . . . . . . 36

8. INDEMNITIES . . . . . . . . . . . . . . . . . . . . . . . 36

8.1 Indemnification of Purchaser and Companies. . . . . . . 36

8.2 Indemnification of Seller, HTHF and Parent. . . . . . . 37

8.3 Interchangeable Terminology. . . . . . . . . . . . . . 37

8.4 Payment. . . . . . . . . . . . . . . . . . . . . . . . 37

8.5 Defense of Claims. . . . . . . . . . . . . . . . . . . 38

8.6 No Contribution. . . . . . . . . . . . . . . . . . . . 39

8.7 Limitations on Liability. . . . . . . . . . . . . . . . 39

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES . . . . . . . . 39

10. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . 40

10.1 Termination for Certain Causes. . . . . . . . . . . . 40

10.2 Procedure on and Effect of Termination. . . . . . . . 40

11. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 41

11.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . 41

11.2 Counterparts. . . . . . . . . . . . . . . . . . . . . 42

11.3 Entire Agreement. . . . . . . . . . . . . . . . . . . 42

11.4 Governing Law. . . . . . . . . . . . . . . . . . . . . 42

11.5 Successors and Assigns. . . . . . . . . . . . . . . . 43

11.6 Partial Invalidity and Severability. . . . . . . . . . 43

11.7 Waiver. . . . . . . . . . . . . . . . . . . . . . . . 43

11.8 Headings. . . . . . . . . . . . . . . . . . . . . . . 43

11.9 Number and Gender. . . . . . . . . . . . . . . . . . . 43

11.10 Consented Assignment. . . . . . . . . . . . . . . . . 44

11.11 Guaranty. . . . . . . . . . . . . . . . . . . . . . . 44

<PAGE>
11.12 Acknowledgment and Consent. . . . . . . . . . . . . . 44

11.13 Satisfaction of Conditions. . . . . . . . . . . . . . 44

12. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS . . . . . . . . 45

12.1 Certain Definitions. . . . . . . . . . . . . . . . . . 45

12.2 Index of Definitions. . . . . . . . . . . . . . . . . 47

<PAGE>

List of Exhibits

Exhibit A Legal Opinion Brouse & McDowell or Boult,
Cummings, Conners & Berry, PLC
Exhibit B Legal Opinion of Kilpatrick Stockton LLP

List of Schedules

Schedule 2.1 Organization and Authority
Schedule 2.3(b) Authority; Inconsistent Obligations
Schedule 2.4 Consents
Schedule 2.6 Financial Statements
Schedule 2.7 Liabilities
Schedule 2.10 Personal Property
Schedule 2.11 Real Property
Schedule 2.12 Authority to Conduct Business and
Intellectual Property Rights
Schedule 2.13 Contracts
Schedule 2.14 Insurance
Schedule 2.15 Customers
Schedule 2.16 Contingencies
Schedule 2.17 Taxes
Schedule 2.19 Employment and Labor Matters
Schedule 2.20 Employee Benefit Matters
Schedule 2.21 Environmental Matters
Schedule 2.23 Government Reports
Schedule 2.24 Agreements and Transactions with Related
Parties
Schedule 2.25 Absence of Changes
Schedule 4.4 Client/Customer List

<PAGE>

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into as of the 13th
day of May, 1997, by and among HFI ACQUISITION CORP., a Delaware
corporation ("Purchaser"); HOUSECALL MEDICAL RESOURCES, INC., a
Delaware corporation ("Housecall"); HF HOLDINGS, INC., a
Tennessee corporation ("Seller"); HTHF, INC., a Delaware
corporation ("HTHF"); and HOME TECHNOLOGY HEALTHCARE, INC., a
Delaware corporation ("Parent").

W I T N E S S E T H:

WHEREAS, the total authorized capital stock of
Healthfirst, Inc., a Delaware corporation ("HFI"), consists of
1,650,000 shares of common stock, par value of $.01 per share, of
which 1,000,000 shares are presently issued and outstanding and
owned beneficially and of record by Seller.

WHEREAS, the total authorized capital stock of Health
Care Resources, Inc., a Kentucky corporation ("HCR"), consists of
2,100 shares of common stock, no par value, of which 140 shares
are presently issued and outstanding, and all of which are owned
beneficially and of record by HFI; and

WHEREAS, the total authorized capital stock of Computer
Masters of Kentucky, Inc., a Kentucky corporation ("CMK"),
consists of 2,000 shares of common stock, no par value, of which
70 shares are presently issued and outstanding, and all of which
are owned beneficially and of record by HFI, (HFI, HCR and CMK
shall hereinafter be referred to as the "COMPANIES"; all of the
issued and outstanding capital stock of HFI shall hereinafter be
referred to as the "SHARES"; and all of the issued and
outstanding capital stock of HCR and CMK shall hereinafter be
referred to collectively as the "SUBSIDIARY SHARES"); and

WHEREAS, in reliance on and subject to the terms and
conditions contained herein, the Purchaser desires to purchase
the Shares from Seller, and Seller desires to sell the Shares to
Purchaser; and

NOW, THEREFORE, for and in consideration of the
premises and the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

1
<PAGE>
AGREEMENT:

1. PURCHASE AND SALE

1. AGREEMENT TO PURCHASE AND SELL THE SHARES. In reliance
upon and subject to the terms and conditions hereinafter set
forth, at the Closing, Seller shall sell, assign, transfer and
convey unto the Purchaser, and the Purchaser shall purchase and
acquire from Seller, all of the Shares, free and clear of any and
all Liens for an aggregate purchase price (the "PURCHASE PRICE")
of $10,750,000.

1.2 CLOSING. Subject to the conditions contained in
ARTICLES 6 AND 7 having been satisfied or waived in accordance
with the terms of this Agreement, the consummation of the
transactions contemplated in this Agreement (the "CLOSING") shall
take place at the offices of Kilpatrick Stockton LLP, 1100
Peachtree Street, Suite 2800, Atlanta, Georgia, at 10:00 a.m.,
Atlanta time, on May ___, 1997 (the "CLOSING DATE"). Should the
transactions contemplated by this Agreement not close on or
before such date, the parties' rights, duties and obligations
under and pursuant to this Agreement shall be governed by ARTICLE
10.

1. TRANSACTIONS AND DOCUMENTS AT CLOSING.

(a) Seller shall deliver to the Purchaser certificates
representing the Shares, duly endorsed for transfer, with
signatures guaranteed by a bank or trust company and all required
stock transfer stamps, if any, affixed, in each case free and
clear of all Liens.

(b) Purchaser shall pay to Seller the Purchase Price
by wire transfer of immediately available federal funds to the
demand deposit account in the United States designated by Seller
to Purchaser at least three (3) Business Days prior to the
Closing Date.

(c) All deliveries, payments and other transactions
and documents relating to the Closing shall be interdependent and
none shall be effective unless and until all are effective
(except to the extent that the party entitled to the benefit
thereof has waived in writing satisfaction or performance thereof
as a condition precedent to Closing).

(d) From time to time and at any time, at any party's
reasonable request, whether on or after the Closing Date, and
without further consideration, each party shall execute and
deliver such further documents and instruments of conveyance,
assignment, and transfer and shall take such further reasonable
actions as may be reasonably necessary or desirable to carry out
the intent of this Agreement.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER AND
PARENT

To induce Purchaser to enter into and perform this
Agreement, to consummate the transactions contemplated hereby,
and to pay the consideration as provided herein, Seller, HTHF and
Parent, jointly and severally, represent and warrant to, and
covenant and agree with, Purchaser as follows:

<PAGE>
2.1 ORGANIZATION AND AUTHORITY.

(a) The Companies are corporations duly organized,
validly existing and in good standing under the laws of their
respective states of incorporation as set forth in the various
recital clauses of this Agreement. The Companies' principal
offices and places of business are at the locations specified in
SCHEDULE 2.1(A). The Companies have all requisite corporate
power and authority to carry on their respective businesses as
they are now being conducted.

(b) The Companies are duly authorized, licensed and
qualified in the jurisdictions listed in SCHEDULE 2.1(B) hereto,
which are all jurisdictions where such authorization, licensure
or qualification is necessary to avoid a material adverse effect
upon the Companies, their current businesses or their property or
other assets. SCHEDULE 2.1(B) lists, with respect to the
Companies, (i) each office or place of business, (ii) all names
under which the Companies or their predecessors have operated
since their formation or incorporation, as appropriate, if
different from their present name, (iii) all locations where any
Company's assets where the net book value of such assets at such
location, in the aggregate, exceeds $10,000 are currently located
(together with a list of such assets) if such location is not
otherwise disclosed pursuant to any of the other sub-clauses of
this PARAGRAPH 2.1(B); and (iv) all subsidiaries or former
subsidiaries of such entities existing at any time since the date
of such entities' formation or incorporation, as appropriate.

2.2 OWNERSHIP OF SHARES AND SUBSIDIARY SHARES.

The recital clauses of this Agreement set forth the
authorized, issued and outstanding capital stock of the
Companies, and also sets forth that number of shares of the
capital stock of the Companies owned of record by Seller or HFI,
as appropriate. Seller is the sole record and beneficial owner
of all of the Shares and HFI is the sole record and beneficial
owner of all of the Subsidiary Shares, in each case free and
clear of any and all Liens. All the Shares are duly authorized,
validly issued, fully paid and nonassessable. There are no
outstanding securities convertible into the shares of, or rights
to subscribe for or to purchase, or any options for the purchase
of, or any agreements or arrangements providing for the issuance
(contingent or otherwise) of, or, to the knowledge of Seller,
HTHF and Parent, any Actions relating to, the capital stock of
the Companies. None of the Shares or the Subsidiary Shares has
been issued, offered, sold, registered or recorded in violation
of the preemptive or other rights of any past or present
shareholder of the relevant Company or any other Person. None of
the Companies has any interest, direct or indirect, or any
commitment to purchase or otherwise acquire any shares or other
equity interests, direct or indirect, in, or to make any loans to
or other investments in, any other Person. There are no
outstanding contracts, demands, commitments, or other agreements
or arrangements under which Seller is or may become obligated to
sell, transfer or assign any of the Shares or under which HFI is
or may become obligated to sell transfer or assign any of the
Subsidiary Shares.

<PAGE>
2.3 AUTHORITY; INCONSISTENT OBLIGATIONS.

(a) Seller has the full right, corporate power and
authority to execute and deliver and to perform and comply with
this Agreement in accordance with its terms. All proceedings and
actions required to be taken by the Companies or Seller to
authorize the execution, delivery, and performance of this
Agreement have been properly taken or will be taken prior to the
Closing. This Agreement has been duly and validly executed and
delivered on behalf of Seller by its authorized officers. This
Agreement constitutes the valid and legally binding obligation,
subject to general equity principles, of Seller, HTHF and Parent
in each instance enforceable in accordance with its terms, except
as the same may be limited by bankruptcy, insolvency,
reorganization or similar Laws affecting the rights of creditors
generally.

(b) Except as disclosed in SCHEDULE 2.3(B), neither
the execution and delivery of this Agreement nor the consummation
of the transactions contemplated herein will result in a
violation or breach by Seller, HTHF, Parent or the Companies of,
or constitute a default by Seller, HTHF, Parent or the Companies
under, (i) the Certificate or Articles of Incorporation (as
appropriate) or By-Laws of Companies, (ii) any term or provision
of any indenture, note, mortgage, bond, security agreement, loan
agreement, guaranty, pledge, or other agreement, instrument or
document, (iii) any material Law, (iv) any other commitment or
restriction, to which Seller, HTHF, Parent or Companies are a
party or by which any of them or any of their assets, properties
or businesses is subject or bound; nor will such actions result
in (v) the creation of any Lien on any of the assets of the
Companies, (vi) the acceleration or creation of any obligation of
the Companies, or (vii) the forfeiture of any material right or
privilege of the Companies.

2.4 CONSENTS.

The execution and delivery of this Agreement by Seller,
HTHF and Parent and the consummation of the transactions
contemplated herein (a) do not require the consent, approval or
action of, or any filing with or notice to, any Person or
Government, except as specified in Schedule 2.4, and (b) do not
require the consent or approval of any shareholders, except such
as have been obtained or will be obtained prior to the Closing.

2.5 NO VIOLATION; COMPLIANCE WITH LAWS.

The Companies are not in default under or in violation
of their Certificates or Articles of Incorporation (as
appropriate) or By-laws. To the knowledge of Seller, HTHF and
Parent, the Companies have complied in all material respects with
all Laws applicable to their respective businesses. The
Companies have not received any notification of any asserted
present or past failure to comply with any Laws.
<PAGE>
2.6 FINANCIAL STATEMENTS.

Prior to the date hereof, the Companies have delivered
to Purchaser copies of their unaudited Balance Sheets as of
December 31, 1995 and 1996, and related unaudited Statements of
Operations, Retained Earnings, and Cash Flows for the fiscal
years then ended (the "UNAUDITED YEAR-END FINANCIAL STATEMENTS").
Companies have also delivered to Purchaser copies of their
unaudited Balance Sheets as of March 31, 1997 (the "UNAUDITED
BALANCE SHEETS"), and unaudited Statements of Operations,
Retained Earnings, and Cash Flows for the 3-month period then
ended, collectively, the "UNAUDITED INTERIM FINANCIAL
STATEMENTS"). The Unaudited Year-end Financial Statements and
the Unaudited Interim Financial Statements are sometimes referred
to in this Agreement collectively as "THE UNAUDITED FINANCIAL
STATEMENTS." The Unaudited Financial Statements are attached
hereto as Schedule 2.6. Except as disclosed in Schedule 2.6(a),
the Unaudited Financial Statements (including any related notes
and schedules thereto) are true and correct, have been prepared
from the books and records of the Companies in accordance with
GAAP consistently applied, and present fairly the financial
condition of the Companies as of the respective dates thereof and
the results of their operations for the periods then ended.

2.7 LIABILITIES.

The Companies do not have any accrued, absolute, known
or contingent debt, liability or obligation, except (i) those
reflected on the Unaudited Interim Financial Statements, (ii)
liabilities incurred in the regular and ordinary course of
business consistent with the Companies' past practices since the
date of the Unaudited Interim Financial Statements (the
"REFERENCE DATE"), and (iii) as specifically disclosed in
SCHEDULE 2.7 to this Agreement (collectively, the "DISCLOSED
LIABILITIES"). The Companies have no debt, liability or
obligation, accrued, absolute, known or contingent, relating to
arising from the transactions described on SCHEDULE 2.7, all of
which occurred prior to the Closing Date.

2.8 TITLE TO PROPERTIES.

The Companies have good and complete title to all
properties and assets reflected in their Unaudited Interim
Financial Statements, except assets which have been disposed of
in the regular and ordinary course of business since the
Reference Date, and all other properties and assets necessary to
conduct their businesses as currently being conducted and as
conducted during the periods covered by the Unaudited Financial
Statements (other than any leased property), free and clear of
Liens, except as may be set forth in the Unaudited Financial
Statements, including the notes thereto, or specifically on any
Schedule to this Agreement.
<PAGE>
2.9 RECEIVABLES.

All notes and accounts receivable shown on the
Unaudited Financial Statements, and all such receivables now held
by the Companies, are valid obligations and, to the knowledge of
Seller, HTHF and Parent, were not and are not subject to any
offset or counterclaim.

2.10 PERSONAL PROPERTY.

(a) Except as set forth in Schedule 2.10(a), all of
the equipment, vehicles and other items of tangible personal
property used by the Companies in the conduct of their businesses
are owned or leased by one or more of Companies, and are in good
condition and repair and, to Seller and Parent's knowledge, have
been so maintained, subject to normal wear and tear, are suited
for the use intended and, to Seller's, HTHF's and Parent's
knowledge, have been operated in conformity with all applicable
Laws, manufacturer's operating manuals, manufacturer's
warranties, and insurance requirements of the Companies.

(b) Except as set forth in Schedule 2.10(b), to the
knowledge of Seller and Parent, (i) all lessors of any equipment
or other tangible personal property leased to the Companies have
fully and completely performed and satisfied their respective
duties and obligations under such leases, and (ii) the Companies
do not have any claims, actions or causes of action against any
such lessor for failure to fully and completely perform and
satisfy its duties and obligations thereunder.

2.11 Real Property.

(a) Except as set forth on Schedule 2.11, none of the
Companies owns, or has the right or option to acquire, or lease,
use or occupy any real property (any such real property being
referred to herein as the "REAL PROPERTY").

(b) All agreements with respect to the ownership, and
leases, easements, rights of way, licenses, usufructs and other
non-fee simple interests granted to Companies in the Real
Property (collectively, the "Real Property Documents") are listed
in Schedule 2.11(b). The interests of Companies in and under
each of the Real Property Documents are free and clear of any
defects, claims or Liens and subject to no present Action or, to
the knowledge of Parent, HTHF and Seller, threatened Action.

(d) All of the Real Property owned by any of Companies
(the "Owned Real Property") is free from any development, use or
occupancy restrictions, except those imposed by applicable Laws,
and from all special taxes or assessments, except those generally
applicable to other properties in the tax districts in which the
Real Property is located. There is lawfully available to all the
Owned Real Property, through private easements and facilities or
properly dedicated public easements and facilities, water, gas,
sewer, electricity and telephone service sufficient to allow
Companies' businesses to continue to be conducted as heretofore
conducted by them, and all of which are now being utilized.
<PAGE>
(e) The present use and occupancy of the Real Property
by Companies, and the present use, occupancy and operation by
Companies, and all aspects of the improvements to the Owned Real
Property (the "REAL PROPERTY IMPROVEMENTS"), are in compliance in
all material respects with all, and not in violation of any, Laws
and with all private restrictive covenants of record, and none of
Seller, HTHF nor Parent has any knowledge of any proposed change
therein that would materially affect any of the Real Property or
its use, occupancy or operation, as appropriate. There exist no
conflicts or disputes with any Government or Person relating to
any Real Property or the activities thereon. All Real Property
Improvements are located within the lot lines (and within the
mandatory set-backs from such lot lines established by applicable
Law or otherwise) and not over areas subject to easements or
rights of way. All Real Property Improvements are in good
condition and repair, suited for the operation of Companies'
businesses.

(f) Neither Companies nor any other Person has caused
any work or improvements to be performed upon or made to any of
the Real Property for which there remains outstanding any payment
obligation that would or might serve as the basis for any Lien in
favor of the Person who performed the work.

(g) All requisite certificates of occupancy and other
permits and approvals required with respect to the Real Property
Improvements and the use, occupancy and operation thereof have
been obtained and paid for and are currently in effect and free
of restrictions.

(h) Except as set forth on Schedule 2.11(b), no rent
or use fee has been paid in advance, no security deposit has been
paid and no brokerage commission is payable by Companies with
respect to any Real Property Documents.

(i) [INTENTIONALLY LEFT BLANK]

(j) No portion of the Owned Real Property is located
within any Special Flood Hazard Area designated by the Federal
Emergency Management Agency, or in any area similarly designated
by any Government. No portion of the Owned Real Property has
been designated "wetlands" within the jurisdiction of the U.S.
Army Corp. of Engineers, or has been similarly designated by any
Government. No portion of the Owned Real Property constitutes
"wetlands" that have been filled, whether or not pursuant to
appropriate permits. No portion of the Real Property is subject
to any classification, designation or preliminary determination
of any Government or pursuant to any Law which would restrict the
use, development, occupancy or operation of the Real Property in
connection with the business in any material respect.
<PAGE>
2.12 AUTHORITY TO CONDUCT BUSINESS AND INTELLECTUAL PROPERTY RIGHTS.

Except as set forth on SCHEDULE 2.12, Companies have the
right and authority required to sell, offer for sale and use the
items and perform the services as presently being offered for
sale, sold, used or performed by Companies, including, without
limitation, the rights and authority required to offer for sale,
sell and use all such items and perform all such services without
incurring any liability for license fees or royalties or any
claims of infringement of patents, trade secrets, copyrights,
trademark, service mark or other proprietary rights. Companies
are not parties to, either as licensor or licensee, and are not
bound by or subject to, any license agreement for any patent,
process, trademark, service mark, trade secrets, trade name,
service name or copyright, except as described in SCHEDULE 2.12.
All patents, copyrights, trademarks, service marks and trade
names, and applications therefor or registrations thereof, owned
or used by Companies are listed in SCHEDULE 2.12 and, to the
extent indicated thereon, have been duly registered in, filed in
or issued by the Patent and Trademark Office, the Copyright
Office or the corresponding agency or office of the Forum
identified therein. To the knowledge of Seller, HTHF and Parent,
there are no rights of third parties with respect to any patent,
patent application, invention, copyrights, trademark, service
mark, trade secrets, trade name or device which would have an
adverse effect on the operations of the Companies' businesses.

2.13 CONTRACTS.

SCHEDULE 2.13 identifies and, in the case of oral contracts
or commitments, describes all existing contracts and commitments
of Companies (a) which are necessary to conduct their businesses
in the same manner as currently conducted by Companies, other
than contracts or commitments which may be canceled with not more
than 30 days' notice without further obligation to the Companies,
or (b) which are otherwise material to Companies or their
businesses, in each case whether written or oral (collectively,
the "CONTRACTS"). Companies have heretofore delivered to
Purchaser a true, correct and complete copy of each such written
Contract and a complete and accurate summary of each such oral
Contract. All of the Contracts have been entered into in the
ordinary course of Companies' businesses. None of the Contracts
constitute an illegal restraint of trade under any applicable
Law.

2.14 INSURANCE.

SCHEDULE 2.14 contains a complete list and description of
all fire, theft, casualty, health, life, accident, title,
automobile, liability, product liability, worker's compensation
and other policies of insurance maintained by Companies, all of
which are, and will be maintained through the Closing Date, in
full force and effect. SCHEDULE 2.14 also lists and describes
the limits and deductibles for all such policies. Companies have
or, prior to the Closing Date, will have delivered to Purchaser a
true, correct and complete copy of each such insurance policy.
All premiums due thereon have been paid and Companies have not
received any notice of cancellation with respect thereto. All
such policies taken together provide adequate coverage to insure
the properties, business and operations of Companies against such
risks and in such amounts as are prudent and customary. Companies

<PAGE>
will not as of the Closing Date have any liability for premiums
or for retrospective premium adjustments for any period prior to
the Closing Date, except as set forth in Schedule 2.14.
Schedule 2.14 also lists and describes all known occurrences
which may form the basis for a claim by or on behalf of Companies
under any such policy; and, to the knowledge of Seller, HTHF and
Parent, Companies have timely given notice to the appropriate
insurer of any occurrences which may form the basis for a claim
by or on behalf of Companies and have not waived (either
intentionally or inadvertently) their right to make the related
claim under any such policy.

2.15 CUSTOMERS.

Schedule 2.15 sets forth the names and addresses of each
customer of Companies that purchased $100,000 in goods or
services from Companies in any of the three prior years or that
accounted for five percent (5%) or more of Companies' revenues in
any such year ("SIGNIFICANT CUSTOMERS"). To the knowledge of
Seller, HTHF and Parent, except as disclosed in Schedule 2.15,
(a) no Significant Customer has advised the Companies of its
intention to discontinue or substantially diminish or change its
relationship with Companies or the terms thereof, or (b) no
supplier of Companies has advised the Companies of its intention
to increase prices or charges for goods or services presently
supplied.

2.16 CONTINGENCIES.

Except as set forth in SCHEDULE 2.16, there are no
Actions pending or, to the knowledge of Seller, HTHF and Parent,
threatened against, by or affecting Companies or any of their
assets, properties or businesses in any Forum, nor, to the
knowledge of Seller, HTHF or Parent, do there exist any other
"LOSS CONTINGENCIES" (as such term is defined in Statement of
Financial Standards No. 5 of the Financial Accounting Standards
Board), the eventual outcome of which would have a materially
adverse effect on Companies, their assets, properties or
businesses or the operation of their businesses as currently
conducted, or which would prevent or materially impede the
transactions contemplated by this Agreement. Except as set forth
in SCHEDULE 2.16, Companies have not been charged with, nor, to
the knowledge of Seller, HTHF or Parent, are they under
investigation with respect to any charge concerning, any
violation of any provision of any Law. There are no unsatisfied
judgments against Companies or any Orders to which Companies, or

<PAGE>
any of the assets, properties or businesses of Companies, are
subject.

2.17 TAXES.

(a) Companies have filed all Tax Returns that they
were required to file. All such Tax Returns were correct and
complete in all respects. All Taxes owed by Companies (whether
or not shown on any Tax Return) have been paid. Except as
provided on SCHEDULE 2.17(A), none of Companies currently is the
beneficiary of any extension of time within which to file any Tax
Return. To the knowledge of Seller, HTHF and Parent, no claim
has ever been made by an authority in a jurisdiction where either
of Companies does not file Tax Returns that either of Companies
is or may be subject to taxation by that jurisdiction. There are
no mortgages, pledges, liens, encumbrances, charges, or other
security interests, other than liens for Taxes not yet due and
payable, on any of the assets of Companies that arose in
connection with any failure (or alleged failure) to pay any Tax.

(b) Companies are members of the Parent Affiliated
Group. Except as provided on Schedule 2.17(b), none of the
Companies has been a member of an affiliated group filing a
consolidated federal income Tax Return other than the Parent
Affiliated Group. Parent has filed all consolidated Tax Returns
for the Parent Affiliated Group that it was required to file.
None of the Companies has any liability for the Taxes of any
Person other than Companies (i) under Regulations section 1.1502-
6 (or any similar provision of state, local, or foreign law),
(ii) as a transferee or successor, (iii) by contract or (iv)
otherwise.

(c) Companies have withheld and paid all Taxes
required to have been withheld and paid in connection with
amounts paid or owing to any employee, independent contractor,
creditor, stockholder or other third party.

(d) There is no dispute or claim concerning any Tax
Liability for Taxes of Companies either (i) claimed or raised by
any authority in writing or (ii) as to which any director and
officer (and employees responsible for Tax matters) of Seller or
Companies has knowledge based upon personal contact with any
agent of such authority. Schedule 2.17(d) lists all federal,
state, local and foreign income Tax Returns filed with respect to
Companies for taxable periods ended on or before the Closing Date
that have been audited or currently are the subject of audit.
Seller has delivered to Purchaser correct and complete copies of
all examination reports and statements of deficiencies assessed
by the Internal Revenue Service against or agreed to by Companies
since January 1, 1990.

(e) None of the Companies has waived any statute of
limitations in respect of Taxes or agreed to any extension of
time with respect to a Tax assessment or deficiency which waiver
or extension is in effect as of the date of this Agreement.

(f) None of the Companies has filed a consent under
Code section 341(f) concerning collapsible corporations. None of
the Companies has made any payments, is obligated to make any
payments, or is a party to any agreement that under certain
circumstances could obligate it to make any payments that will
not be deductible under Code section 280G. None of the Companies

<PAGE>
has been a United States real property holding corporation within
the meaning of Code section 897(c)(2) during the applicable
period specified in Code section 897(c)(1)(A)(ii). Companies
have disclosed on their federal income tax returns all positions
taken therein that could give rise to a substantial
understatement of federal income Tax within the meaning of Code
section 6662.

(g) The unpaid Taxes of Companies (i) did not, as of
the most recent Fiscal Year End, exceed the reserve for Tax
Liability (other than any reserve for deferred Taxes established
to reflect timing differences between book and Tax income) set
forth on the face of the Unaudited Year-End Financial Statements
for such period (rather than in any notes thereto).

(h) There is no dispute or claim concerning any
Liability for income Taxes of the Affiliated Group for any
taxable period during which either of Companies was a member of
the group either (i) claimed or raised by any authority in
writing or (ii) as to which any of the directors and officers
(and employees responsible for tax matters) of any of Parent and
its Subsidiaries has knowledge based upon personal contact with
any agent of such authority. Except as disclosed on SCHEDULE
4.17(H), Parent Affiliated Group has not waived any statute of
limitations in respect of any income Taxes or agreed to any
extension of time with respect to an income Tax assessment or
deficiency for any taxable period during which either of
Companies was a member of the group, which waiver or extension
agreement is in effect as of the date of this Agreement.

2.18 MEDICARE PARTICIPATION/ACCREDITATION.

Companies have never filed, and have never been
required to file, Medicare cost reports.

2.19 EMPLOYMENT AND LABOR MATTERS.

(a) SCHEDULE 2.19 lists all employees, consultants, or
other agents who on the date hereof perform services on a regular
basis in the business operations of or for Companies and whose
annualized rate of compensation exceeds $30,000 per year. Except
as provided in SCHEDULE 2.19, no such employee, consultant, or
other agent has terminated his employment or engagement, nor, to
the knowledge of Seller or Parent, plans not to continue
employment with Companies after the Closing Date if so offered by
Companies. Schedule 2.19 also lists any employee, consultant, or
other agent of Companies who has a contract for employment with
or engagement by Companies (whether written or oral) that is not
terminable by Companies in its discretion on not more than thirty
(30) days' notice without penalty or requirement of any severance
or similar payment by Companies.

(b) Except as disclosed in SCHEDULE 2.19, Companies
are not parties to any collective bargaining agreement or
agreement of any kind with any union or labor organization, and
no union or other collective bargaining unit has been certified
or recognized by Companies as representing any employee, nor, to

<PAGE>
the knowledge of Seller or Parent, is a union or other collective
bargaining unit seeking recognition for such purpose. There are
no controversies pending, or, to the knowledge of Seller or
Parent threatened, between Companies and any labor union or
collective bargaining unit representing, or seeking to represent,
any of their employees. Except as disclosed in SCHEDULE 2.19,
to the knowledge of Seller and Parent there has been no attempt
by any union or other labor organization to organize any of
Companies' employees at any time in the past five years. To the
knowledge of Seller and Parent, Companies have complied with all
applicable Laws relating to wages, hours, health and safety,
payment of social security, withholding and other taxes,
maintenance of worker's compensation insurance, labor and
employment relations, and employment discrimination, including
without limitation, the Americans with Disabilities Act, Fair
Labor Standards Act, Title VII of the Civil Rights Act, and Age
Discrimination in Employment Act.

2.20 EMPLOYEE BENEFIT MATTERS.

(a) SCHEDULE 2.20 lists all plans, programs, and
similar agreements, commitments or arrangements maintained by
Companies that provide benefits or compensation to, or for the
benefit of, current or former employees of Companies ("PLAN" or
"PLANS") and identifies each such Plan that is an "employee
benefit plan" as defined in Section 3(3) of ERISA ("ERISA PLAN"),
including any frozen or terminated "EMPLOYEE PENSION BENEFIT
PLAN" which covers or covered any employee. Copies of all Plans
and, to the extent applicable, all related trust agreements
and/or insurance contracts, actuarial reports, and valuations for
the most recent three years, all summary plan descriptions,
prospectuses, Annual Report Form 5500s or similar forms (and
attachments thereto) filed by the Companies for the most recent
three years, all Internal Revenue Service determination letters
and filings, and any related documents requested by Purchaser,
including all amendments, modifications and supplements thereto,
have been delivered to Purchaser. SCHEDULE 2.20 lists all plans,
programs, and similar agreements, commitments or arrangements
maintained by Parent that provide benefits or compensation to, or
for the benefit of, current or former employees of Companies
("PARENT PLAN" or "PARENT PLANS") and identifies each such Parent
Plan that is an "employee benefit plan" as defined in SECTION
3(3) of ERISA ("ERISA PARENT PLAN"), including any frozen or
terminated "employee pension benefit plan" which covers or
covered any employee.

(b) With respect to each Plan, except as set forth on
SCHEDULE 2.20: (i) no litigation or administrative or other
proceeding is pending or threatened involving such Plan; (ii)
such Plan has been administered and operated in substantial
compliance with, and has been amended to comply with, all
applicable laws, rules, and regulations, including, without
limitation, ERISA, the Internal Revenue Code, and the regulations
issued under ERISA and the Internal Revenue Code; (iii) Parent,
Seller, HTHF and Companies and their predecessors, if any, have
made, and as of the Closing Date will have made or accrued, all
payments and contributions required, or reasonably expected to be
required, to be made under the provisions of such Plan or
required to be made under applicable laws, rules and regulations,
with respect to any period prior to the Closing Date, such
amounts to be determined using the ongoing actuarial and funding
assumptions of the Plan; (iv) such Plan is fully funded, and as

<PAGE>
of the Closing Date will be fully funded, in an amount sufficient
to pay all liabilities accrued (including liabilities and
obligations for health care, life insurance and other benefits
after termination of employment) and claims incurred to the date
hereof, or the Unaudited Financial Statements contain adequate
reserves, or paid-up insurance has been provided, therefor; and
(v) such Plan has been substantially administered and operated
only in the ordinary and usual course and in accordance with its
terms, and there has not been in the four years prior hereto any
material increase in the liabilities of such Plan.

(c) No ERISA Plan or ERISA Parent Plan is a
"Multiemployer Plan" as defined in Section 3(37) of ERISA.
Companies are not required to contribute to any Multiemployer
Planned do not have any liability to any Multiemployer Benefit
Plan.

(d) With respect to each ERISA Plan, except as set
forth on Schedule 2.20, at no time have any of Companies, or any
employee, agent or officer thereof, or, to the knowledge of
Seller, HTHF or Parent, any trustee, administrator, fiduciary,
agent or employee of any Plan, been involved in a transaction
which would constitute a "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Internal
Revenue Code, unless such transaction is specifically permitted
under Section 407 or 408 of ERISA, Section 4975 of the Internal
Revenue Code or a class or administrative exception issued by the
Department of Labor, nor has any such person been involved in or
caused such Plan to be involved in a breach of fiduciary duty
under Section 404 of ERISA. With respect to each ERISA Parent
Plan, except as set forth on Schedule 2.20, at no time have
Companies, or any employee, agent or officer thereof been
involved in a transaction with any ERISA Parent Plan which would
constitute a "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Internal Revenue
Code, unless such transaction is specifically permitted under
Section 407 or 408 of ERISA, Section 4975 of the Internal Revenue
Code or a class or administrative exception issued by the
Department of Labor, nor has any such person been involved in or
caused such ERISA Parent Plan to be involved in a breach of
fiduciary duty under Section 404 of ERISA.

(e) Of the ERISA Plans, the "employee pension benefit
plans" within the meaning of Section 3(2) of ERISA (collectively,
the "Employee Pension Benefit Plans") are separately identified
on Schedule 2.20. With respect to each Employee Pension Benefit
Plan, except as set forth on Schedule 2.20: (i) such Employee
Pension Benefit Plans constitutes a qualified plan within the
meaning of Section 401(a) of the Internal Revenue Code and the
trust (if any) thereunder is exempt from federal income tax under
Section 501(a) of the Internal Revenue Code; (ii) all minimum
funding standards required by law with respect to the funding of
benefits payable or to be payable under such Employee Pension
Benefit Plan have been met; (iii) there is no "accumulated
funding deficiency" within the meaning of Internal Revenue Code
Section 412 under such Employee Pension Benefit Plan; and (iv) no
termination, partial termination or discontinuance of
contributions has occurred without a determination by the IRS
that such action does not adversely affect the tax-qualified
status of such plan. With respect to each ERISA Parent Plan
which is an "employee pension benefit plan" within the meaning of
Section 3(2) of ERISA, such ERISA Parent Plan constitutes a

<PAGE>
qualified plan within the meaning of Section 401(a) of the
Internal Revenue Code and the trust (if any) thereunder is exempt
from federal income tax under Section 501(a) of the Internal
Revenue Code.

(f) None of Parent, Seller, HTHF or Companies
maintains, or within the past six years has maintained, an
"employee pension benefit plan" within the meaning of Section
3(2) of ERISA that is or was subject to Title IV of ERISA.

(g) Except as set forth on Schedule 2.20, Companies
and their Plans do not have any obligation to provide, or
liability for, health care, life insurance or other benefits
after termination of employment, except for retirement benefits
under the Employee Pension Benefit Plans or except as required by
Section 601 of ERISA and Section 4980B of the Internal Revenue
Code.

(h) Companies have substantially complied with the
COBRA continuation coverage requirements of Sections 601 through
608 of ERISA and Section 4980B of the Internal Revenue Code. As
of the Closing Date, notice of the availability of continuation
coverage will have been provided to all persons entitled thereto,
and all persons electing such coverage have been or will be
provided such coverage.

(i) Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
hereby will (i) result in any payment (including, without
limitation, severance, unemployment compensation, golden
parachute or otherwise) becoming due to any director or current
or former employee of Companies under any Plan or otherwise, (ii)
increase any benefits otherwise payable under any Plan, or (iii)
result in any acceleration of the time of payment or vesting of
any such benefit, except as contemplated by the covenants under
PARAGRAPH 4.13.

2.21 ENVIRONMENTAL MATTERS.

Except as set forth on SCHEDULE 2.21, to the knowledge
of Seller and Parent, Companies have all permits, licenses,
approvals and operating authorizations, including without
limitation, permits for disposal of hazardous waste, that are
required pursuant to all Environmental Laws for (i) the conduct
of their businesses as they are now being conducted, and (ii) the
ownership of their properties and assets. Schedule 2.21 contains
a true, correct and complete list of all permits, licenses,
approvals and operating authorizations pursuant to all
Environmental Laws with respect to the Companies' businesses, and
true, correct and complete copies of such permits, licenses,
approvals and operating authorizations have been delivered
Purchaser. Companies are not in violation of any such permits,
licenses, approvals, or operating authorizations.

2.22 ABSENCE OF CERTAIN BUSINESS PRACTICES.

Neither Companies nor any officer, employee or agent of
Companies, nor any other person acting on their behalf, has,
directly or indirectly, within the past five years given or
agreed to give any gift or similar benefit to any customer,
supplier, Governmental employee or other Person who is or may be
in a position to help or hinder Companies' businesses (or assist

<PAGE>
Companies in connection with any actual or proposed transaction)
which (a) might subject Companies to any damage or penalty in any
civil, criminal or other governmental Action or which would have
a material adverse effect on Companies' businesses or their
assets, (b) if not given in the past, might have had a material
adverse effect on Companies businesses, or (c) if not continued
in the future, might materially and adversely affect their
assets, Companies' businesses or the operations, cash flows or
prospects of their businesses after the Closing, or which might
subject Companies to suit or penalty in any private or
governmental Action, other than, in each instance, reasonable
entertainment and similar expenses for which Companies were
properly entitled to claim deductions under Code section 162.

2.23 GOVERNMENT REPORTS.

Schedule 2.23 contains a true, correct and complete
list, and Companies have furnished or, prior to the Closing Date,
will furnish Purchaser with true, correct and complete copies of,
all material reports, if any, filed during the past five years by
Companies with any Government, other than for income tax and
information returns.

2.24 AGREEMENTS AND TRANSACTIONS WITH RELATED PARTIES.

Except as set forth in SCHEDULE 2.24, Companies are not
parties to any contract, agreement or lease with, or any other
commitment to, (a) any party owning, or formerly owning,
beneficially or of record, directly or indirectly, any of the
Shares, (b) any person related by blood, adoption or marriage to
any such party, (c) any director or officer of Companies, (d) any
Person in which any of the foregoing has, directly or indirectly,
at least a five percent (5%) beneficial interest in the capital
stock or other type of equity interest in such Person, or (e) any
Partnership in which any such party is a general partner (any or
all of the foregoing being herein referred to as "RELATED
PARTIES"). Without limiting the generality of the foregoing,
except as disclosed in SCHEDULE 2.24, or as would be permitted
pursuant to PARAGRAPH 4.4, (x) no Related Party, directly or
indirectly, owns or controls any assets or properties which are
or have been used in Companies' businesses, and (y) no Related
Party, directly or indirectly, engages in or has any significant
interest in or connection with any business (i) which is or which
within the last three years has been a competitor, customer or
supplier of Companies or has done business with Companies, or
(ii) which as of the date hereof sells or distributes products or
services which are similar or related to Companies' products or
services.

2.25 ABSENCE OF CHANGES.

Except as expressly provided for in this Agreement or
as may be set forth in SCHEDULE 2.25, since the Reference Date:

(a) there has been no change in the businesses,
assets, liabilities, results of operations, financial condition
or prospects of Companies or in their respective relationships
with suppliers, customers, employees, lessors or others, other
than changes in the ordinary course of business, none of which
have been or will be, in the aggregate, materially adverse to
Companies' business as presently conducted or the condition
(financial or otherwise) of Companies, individually and not in

<PAGE>
the aggregate;

(b) there has been no damage, destruction or loss to
the properties or businesses of Companies, whether or not covered
by insurance which will materially and adversely impact
Companies' current business;

(c) there has been no declaration, setting aside or
payment of any dividend or other distribution on or in respect of
the Shares, nor has there been any direct or indirect redemption,
retirement, purchase or other acquisition of any of the Shares;

(d) there has been no (i) increase in the compensation
or in the rate of compensation or commissions payable or to
become payable by Companies to any director, officer, manager,
employee, consultant or other agent of Companies earning $30,000
or more per annum, (ii) general increase in the compensation or
in the rate of compensation payable or to become payable to
hourly or salaried personnel earning less than $30,000 per annum
("GENERAL INCREASE" for the purpose hereof shall mean any
increase generally applicable to a class or group of personnel
and shall not include increases granted to individual personnel
for merit, length of service, change in position or
responsibility or other reasons applicable to specific employees
and not generally applicable to a class or group thereof), (iii)
employee hired at a salary in excess of $30,000 per annum, or
(iv) payment of or commitment to pay any bonus, profit share or
other extraordinary compensation to any employee, consultant or
other agent;

(f) there have been no amendments or other corporate
actions having the effect of an amendment increasing past or
future liabilities or contributions of any kind to any Plan;

(g) Companies have not (i) paid any judgment of more
than $10,000 resulting from any Action or (ii) made any payment
to any party of more than $10,000 in settlement of any Action;

(h) Companies have not discontinued or determined to
discontinue the provision or sale of any products or services
previously provided or sold by Companies representing more than
one percent (1%) of Companies' annual revenues, respectively,
during the period covered by the Unaudited Financial Statements;

(i) There has been no sale, transfer, lease or other
disposition of any asset or assets of Companies, other than in
the ordinary course of business; and

(j) Companies have not acquired any capital stock or
other equity securities of any Person or otherwise made any loan
or advance to or investment in any Person.

2.26 NO DEFAULTS.

Each of the Contracts is valid, binding and

<PAGE>
enforceable, subject to the provisions of any bankruptcy or
similar law and other laws affecting the rights of creditors
generally, in accordance with its terms and is in full force and
effect; to the knowledge of Seller, HTHF and Parent there are no
existing defaults by Companies thereunder; to the knowledge of
Seller, HTHF and Parent, no default by the Companies has occurred
(whether with or without notice, lapse of time or the happening
or occurrence of any event) which would constitute an event of
default thereunder.

2.27 FRAUD AND ABUSE.

To the knowledge of Seller, HTHF and Parent, persons
who provide professional services under agreements with any of
Companies or their Affiliates have not engaged in any activities
which are prohibited under federal Medicare and Medicaid
statutes, 42 U.S.C. Sections 1320a-7, 1320a-7(a) and 1320a-7b, or the
regulations promulgated pursuant to such statutes or related
state or local statutes or regulations, or which are prohibited
by rules of professional conduct, including but not limited to
the following:

(b) presenting or causing to be presented a claim for
reimbursement for services under Medicare, Medicaid, or any other
state health care program that is for an item or service that is
known or should be known to be (i) not provided as claimed or
(ii) otherwise false or fraudulent;

<PAGE>
(g) knowingly and willfully making or causing to be
made or inducing or seeking to induce the making of any false
statement or representation (or omit to state a fact required to
be stated therein or necessary to make the statements contained
therein not misleading) of a material fact with respect to (i)
the conditions or operations of a facility in order that the
facility may qualify for Medicare, Medicaid or any other state
health care program certification, or (ii) information required
to be provided under Section 1124A of the Social Security Act (42 U.S.C.
Section 1320a-3); or

(h) knowingly and willingly (i) charging for any
Medicaid service money or other consideration at a rate in excess
of the rate established by the state, or (ii) charging,
soliciting, accepting or receiving, in addition to amounts paid
by Medicaid, any gift money, donation or other consideration
(other than a charitable, religious or other philanthropic
contribution from an organization or from a person unrelated to
the patient) as a precondition of the Companies precertifying,
providing or continuing care for any patient.

2.28 FULL DISCLOSURE.

No representation, warranty, covenant, agreement or
indemnity of Seller, HTHF or Parent contained in this Agreement
or in any other document, instrument, agreement, paper or other
written statement or certificate delivered by Companies pursuant
to this Agreement, or in connection with the transactions
contemplated herein, contains any untrue statement of a material
fact, as such facts existed as of the date of such document,
instrument, agreement, paper or other written statement or
certificate, or omits to state a material fact necessary to make
the statements contained herein or therein not misleading. To the
knowledge of Seller, HTHF and Parent, there is no event,
occurrence or action which materially and adversely affects, or,
with the passage of time, the giving of notice or both, in the
future may materially and adversely affect, the business,
operations, cash flows, affairs, prospects, properties or assets
or the condition (financial or otherwise) of Companies, all as
presently exist, which has not been disclosed in this Agreement,
the schedules attached to this Agreement, or in the documents,
instruments, agreements, papers or other written statements or
certificates furnished to Purchaser for use in connection with
this Agreement and the transactions contemplated hereby. Unless
expressly stated otherwise as to a particular Schedule, the
information contained in any of the Schedules to this Agreement
shall be deemed to be part of and qualify all representations and
warranties contained in ARTICLE 2, whether or not specifically
referenced in such Schedules.

2.29 DISCLAIMER.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT TO
THE CONTRARY, THERE ARE NO REPRESENTATIONS OR WARRANTIES MADE BY
SELLER, HTHF OR PARENT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.

<PAGE>
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

As an inducement to Seller and Parent to enter into and
perform this Agreement, Purchaser hereby represents, warrants and
covenants as follows:

3.1 ORGANIZATION.

Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware. Purchaser has all requisite corporate power and
authority to carry on its business as it is now being conducted.
Purchaser is duly authorized, licensed and qualified in all
jurisdictions where such authorization, licensure or
qualification is necessary in order to avoid a material adverse
effect upon Purchaser, its business or its property or other
assets.

3.2 AUTHORIZATION; NO INCONSISTENT AGREEMENTS.

Purchaser has the full right, corporate power and
authority to make, execute and perform and comply with this
Agreement and the transactions contemplated hereby. This
Agreement and all transactions required hereunder to be performed
by Purchaser have been or will be prior to the Closing duly and
validly authorized and approved by all necessary corporate action
on the part of Purchaser, as appropriate. This Agreement has
been duly and validly executed and delivered on behalf of
Purchaser by its duly authorized officers, and this Agreement
constitutes the valid and legally binding obligation of
Purchaser, enforceable, subject to general equity principles, in
accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws
affecting the rights of creditors generally. Neither the
execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will constitute a violation
or breach of the certificate or articles of incorporation or the
bylaws of Purchaser, as appropriate, or any provision of any
contract or other instrument to which Purchaser is a party or by
which any of the assets of Purchaser may be affected or secured,
or any Law or Order to which Purchaser is subject, or will result
in the creation of any Lien on any of the assets of Purchaser or
acceleration of any debt.

<PAGE>
3.3 FULL DISCLOSURE.

No representation, warranty or covenant of Purchaser
contained in this Agreement, or in any other written statement or
certificate delivered by Purchaser pursuant to this Agreement or
in connection with the transactions contemplated herein, contains
or will contain any untrue statement of a material fact or omits
or will omit to state a material fact necessary to make the
statements contained herein or therein not misleading.

3.4 CONSENTS.

The execution and delivery of this Agreement by
Purchaser and the consummation of the transactions contemplated
by this Agreement (a) do not require the consent, approval or
action of, or any filing with or notice to, any Person or
Government, except as specified in Schedule 3.4, and (b) do not
require the consent or approval of any shareholders, except such
as have been obtained or will be obtained prior to the Closing.

3.5 NO VIOLATION; COMPLIANCE WITH LAWS.

Purchaser is not in default under or in violation of
its Certificate of Incorporation or By-laws. Purchaser has
complied in all material respects with all Laws applicable to its
business. To its knowledge, Purchaser has not received any
notification of any asserted present or past failure to comply
with any Laws.

4. ADDITIONAL AGREEMENTS

4.1 PURCHASER'S ACCESS AND INSPECTION.

Seller shall cause Companies to provide Purchaser and its
Representatives with full access during normal business hours
from and after the date hereof until the Closing to all of the
assets, properties and businesses of Companies and the books and
records of Companies, and to furnish such information concerning
the business and affairs of Companies as may exist from time to
time as may be reasonably requested, in each case for the purpose
of making such continuing investigation of Companies and their
businesses as Purchaser may reasonably desire. Seller shall cause
Companies to cause their Representatives to assist Purchaser and
its Representatives in such continuing investigation and shall
cause the Representatives of Companies to be reasonably available
to Purchaser and its Representatives in connection with their
continuing investigation. Except in connection with the sale of
Southland Medical Supplies, Inc., a Tennessee corporation, and
Southeastern Medical Supplies Management, Inc., a Tennessee
corporation, Companies shall not provide any other Person with
similar access or information between the date hereof and any
termination or expiration of this Agreement. No investigation
made heretofore or hereafter by or on behalf of Purchaser shall
limit or affect in any way the representations, warranties,
covenants, agreements and indemnities of Seller hereunder, each
of which shall survive any such investigation.

<PAGE>
4.2 CONFIDENTIALITY.

(a) Companies, directly or through their
representatives, have disclosed and shall disclose certain
information which is either non-public, confidential or
proprietary in nature (the "INFORMATION") relating to its
business operations. Purchaser shall accept and hold such
Information in strict confidence in accordance with the
provisions of this PARAGRAPH 4.2.

(b) The Information will be kept strictly confidential
and, without the prior consent of Companies, neither Purchaser,
its Affiliates nor any of their respective directors, officers,
employees or agents shall: (i) copy, reproduce, distribute or
disclose the Information to any third party (except as provided
in this PARAGRAPH 4.2), or (ii) use the Information for any
purpose other than the consummation of the transactions
contemplated by this Agreement. Purchaser agrees to transmit the
Information only to those individuals who are actively and
directly participating in the evaluation of any transaction
involving Companies and who are informed of this Agreement and
are instructed not to make use of the Information in a manner
inconsistent herewith.

(c) The Information shall not include information
which falls within any of the following categories: (i)
Information which has come or comes within the public domain, or
is generally known within the industry, through no fault or
action of Purchaser; (ii) Information which was known by or
rightfully available to Purchaser prior to its disclosure
hereunder; (iii) Information which becomes rightfully available
to Purchaser on a nonconfidential basis from any third party, the
disclosure of which to Purchaser does not violate any contractual
or legal obligations said third party has with respect to such
Information; (iv) Information which is provided to Purchaser
after Purchaser has notified Companies in writing that it no
longer desires to receive Information; or (v) Information which
is required to be disclosed by Law or Order of any Forum,
provided that Purchaser will provide Companies at least five (5)
days' prior written notice of such disclosure, unless only a
shorter period of notice is permitted by such Law or Order.

(d) Except as may otherwise be expressly set forth in
this Agreement, Companies shall not be deemed to have made any
representations or warranties as to the accuracy or completeness
of the Information or any item thereof. Except as specifically
provided to the contrary in this Agreement, neither Companies,
Parent, HTHF, Seller nor any of their respective Affiliates shall
have any liability to Purchaser relating to or arising in any
manner from the use of the Information.

(e) If the transactions contemplated by this Agreement
do not close for any reason, Purchaser shall immediately return
or, if requested by Companies, destroy the Information, including
all notes, copies, reproductions, summaries, analyses, or
extracts thereof, then in the possession of Purchaser or any of
its representatives, either furnished by Companies hereunder or
prepared by Purchaser or its representatives, based on
Information supplied by Companies.

(f) Without prejudice to the rights and remedies
otherwise available, Companies shall be entitled to equitable

<PAGE>
relief by way of injunction if Purchaser (or any of its
representatives) breaches or threatens to breach any of the
provisions of this PARAGRAPH 4.2.

4.3 COOPERATION.

The parties shall cooperate fully 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, and all parties shall use their
best commercial efforts to consummate the transactions
contemplated herein and to fulfill their obligations hereunder,
including, without limitation, causing to be fulfilled at the
earliest practical date the conditions precedent to the
obligations of the parties to consummate the transactions
contemplated hereby. Without the prior written consent of the
other parties, no party hereto may take any intentional action
that would cause the conditions precedent to the obligations of
the parties hereto to effect the transactions contemplated hereby
not to be fulfilled, including, without limitation, taking or
causing to be taken any action which would cause the
representations and warranties made by such party herein not to
be true, correct and complete as of the Closing.

4.4 COVENANT AGAINST COMPETITION.

(a) Seller, HTHF and Parent each agree that, for a
period of four years beginning on the Closing Date, it shall not,
without the prior written consent of Purchaser, for its own
account or jointly or in combination with another, directly or
indirectly, for or on behalf of any Person, as principal, agent
or otherwise: (i) engage in the Restricted Business of the
Companies within the Service Areas, except as an employee or
otherwise for and on behalf of Purchaser or Companies; (ii)
solicit, call upon, or attempt to solicit the patronage of any
Person within the Service Areas and to whom Companies provided
services as of, or during the 12-month period immediately
preceding, the Closing Date, for the purpose of obtaining the
patronage of any such Person for the purchase of any products or
services included in the Restricted Business, except as an
employee and on behalf of Purchaser or Companies; or (iii)
solicit or induce, or in any manner attempt to solicit or induce,
any individual who is employed by Housecall, Purchaser, Companies
or any of their Affiliates as of the date hereof or the Closing
Date, to leave such employment, whether or not such employment is
pursuant to a written contract with Purchaser or Companies or
otherwise. For purposes of this PARAGRAPH 4.4, "RESTRICTED
BUSINESS" means the business of providing home health care
management, billing and data processing, information systems, and
consulting services relating to any of the foregoing. "HOME
HEALTH CARE" means home nursing and related services, hospice
services, infusion therapy services, respiratory therapy services
and home medical equipment. "SERVICE AREA" means the area within
a 50-mile radius of the parent office location of any customer of
the Restricted Business, or, with respect to the corporate
clients or customers listed on SCHEDULE 4.4, such area with
respect to any other parent office location of any other
operating unit of such client or customer that is engaged in
providing home health care.

(b) Notwithstanding anything herein to the contrary,
(i) it shall not be a breach of the covenants contained in this

<PAGE>
PARAGRAPH 4.4 for Seller, in the aggregate, to own, of record or
beneficially, not more than two percent (2.0%) of the capital
stock or other equity interest of any Person whose shares or
equity interests are publicly traded, and (ii) the covenants
described in this Paragraph 4.4 shall apply only if the
transactions contemplated by this Agreement are consummated.

(c) Anything in this Agreement to the contrary
notwithstanding, it shall not be a breach of the covenants under
this PARAGRAPH 4.4 for Continental Illinois Venture Corporation,
a Delaware corporation, Parent or any successor to Parent to own
and operate home health agencies and related businesses directly
or through Affiliates, provided such businesses do not offer to
establish or manage any home health agency for any Person that is
a customer or client of Companies, as of the date hereof or the
Closing Date, during the four-year period referred to in
PARAGRAPH 4.4 (a).

4.5 EXPENSES.

All expenses incurred by Purchaser in connection with
the authorization, preparation, execution and performance of this
Agreement and the transactions contemplated hereby, including,
without limitation, all fees and expenses of their
Representatives, shall be paid by Purchaser. All expenses
incurred by any or all of the Companies, HTHF, Seller or Parent
in connection with the authorization, preparation, execution and
performance of this Agreement and the transactions contemplated
hereby, or any transactions under taken by any of them prefatory
to the transactions contemplated hereby including, without
limitation, all fees and expenses of their respective
Representatives and any Representatives acting for Companies or
Seller, shall be paid by Seller, but shall not be paid from or
out of any of the assets of Companies.

4.6 BROKERS.

Seller, HTHF and Parent, jointly and severally, hereby
represent and warrant to Purchaser that no broker or finder,
other than J.C. Bradford (the fees and expenses of which shall be
borne by Seller, HTHF and Parent), has acted on behalf of Seller
in connection with this Agreement or the transactions
contemplated herein, and each of them agrees, jointly and
severally, to indemnify Purchaser and its Affiliates from and
against any and all claims or demands for commissions or other
compensation by any broker, finder or similar agent claiming to
have been employed by or on behalf of Seller, HTHF or Parent.
Purchaser hereby represents and warrants to Seller, HTHF and
Parent that no broker or finder has acted on Purchaser's behalf
in connection with this Agreement or the transactions
contemplated herein, and it agrees to indemnify Seller, HTHF and
Parent and hold them harmless from and against any and all claims
or demands for commissions or other compensation by any broker,
finder or similar agent claiming to have been employed by or on
behalf of Purchaser.

4.7 OTHER COOPERATION.

Seller, HTHF and Parent, jointly and severally,
covenant and agree that they shall cooperate fully and in good
faith, and shall use their reasonable best efforts to cause any

<PAGE>
and all accountants, legal counsel, actuaries and other
professional advisors employed or engaged at any time prior to
the Closing Date to cooperate fully and in good faith, with
Purchaser, at Purchaser's expense, in connection with the
preparation and filing of any and all documents, agreements,
instruments, certificates, consents, registration statements and
other reports or papers required or permitted to be filed,
registered or submitted in accordance with any Law, including,
without limitation, the federal securities Laws.
Purchaser agrees to indemnify Seller, HTHF and Parent, and all
such accountants, legal counsel, actuaries and other
professionals, if and to the extent customary in connection with
such matters, with respect to any claims, demands or liabilities
arising out of or related to any such filings, registrations or
submissions by Purchaser.

4.8 PUBLICITY.

All press releases and other public announcements prior
to the Closing Date (and the initial press release or
announcement by any party immediately following the Closing)
respecting the subject matter hereof shall be made only with the
mutual agreement of Purchaser, Seller, and Parent, none of which
shall unreasonably withhold its agreement.

4.9 INTERIM FINANCIAL STATEMENTS.

Seller shall cause Companies to deliver to Purchaser
within seven Business Days of the conclusion of any calendar
month from the date hereof through and including the Closing
Date, copies of the unaudited balance sheets of Companies for the
calendar month then ended (which shall include year-to-date
figures), and the related unaudited statements of operations,
retained earnings and cash flows for such calendar month (which
shall include year-to-date figures) (the "INTERIM STATEMENTS").
The Interim Statements will be true, correct and complete in all
material respects, will be prepared in accordance with GAAP on a
basis consistent with the Unaudited Financial Statements, will
fairly present the financial condition of Companies as at the
date thereof and the results of their operations and cash flows
for the period then ended.

4.10 UPDATE OF INFORMATION.

All documents, agreements, instruments, statements and
other writings furnished to Purchaser or any of its
Representatives pursuant to this Agreement are and shall be true,
correct and complete as of the date furnished, and any and all
amendments and supplements of the same have been or will be
delivered to Purchaser (or to its Representatives if and as
requested) in a timely and expeditious manner prior to the
Closing. At all times prior to and including the Closing Date,
Seller shall cause Companies to promptly provide Purchaser (and
to its Representatives if and as requested) with written
notification of any event, occurrence or other information of any
kind whatsoever which materially affects, or may materially
affect, the continued truth, correctness or completeness of any
representation, warranty, covenant or agreement made in this
Agreement or any document, agreement, instrument, certificate or
writing furnished to Purchaser pursuant to or in connection with
this Agreement, and each such written notification shall
specifically identify any and all of the representations,

<PAGE>
warranties, covenants and agreements affected by the fact, event,
occurrence or information that necessitated the giving of such
notice. No such notification or other disclosure shall be deemed
to amend or supplement this Agreement, the Schedules hereto, or
any representation, warranty, covenant, agreement or indemnity or
any other document, agreement, instrument, certificate or writing
furnished to Purchaser pursuant to or in connection with this
Agreement.

4.11 CERTAIN GOVERNMENTAL FILINGS.

4.12 TAX MATTERS.

(a) Any tax sharing agreement between Parent and any
of Companies, Seller and any of Companies, or HTHF and any of
Companies, or HTHF and any of Companies, and all similar
agreements with respect to or involving Companies, shall be
terminated as of the Closing Date and will have no further effect
for any taxable year (whether the current year, a future year, or
a past year), and, after the Closing Date, Companies shall not be
bound thereby nor have any liability thereunder.

(b) Purchaser shall prepare or cause to be prepared
and file or cause to be filed all Tax Returns for Companies for
all periods ending on or prior to the Closing Date which are
filed after the Closing Date other than Consolidated Tax Returns
of the Parent Affiliated Group including the operations of
Companies. Purchaser shall permit Seller and Parent to review
and approve each such Tax Return described in the preceding
sentence prior to filing, any such approval not to be
unreasonably withheld. Seller shall reimburse Purchaser for
Taxes of Companies with respect to such periods within fifteen
(15) days after payment by Purchaser or Companies of such Taxes
to the extent such Taxes are not reflected in Companies' reserve
for Liability for Taxes (rather than any reserve for deferred
Taxes established to reflect timing differences between book and
Tax income) as of the Closing Date, any such reimbursement
obligation not being subject to the limitations on liability set
forth in PARAGRAPH 8.7 hereof.

(c) Purchaser shall prepare or cause to be prepared
and file or cause to be filed any Tax Returns of Companies for
Tax periods which begin before the Closing Date and end after the
Closing Date. Seller shall pay to Purchaser within fifteen (15)
days after the date on which Taxes are paid with respect to such
periods an amount equal to the portion of such Taxes which
relates to the portion of such taxable period ending on the
Closing Date to the extent such Taxes are not reflected in
Companies' reserve for Tax Liability (rather than any reserve for
deferred Taxes established to reflect timing differences between
book and Tax income) as of the Closing Date, any such
reimbursement obligation not being subject to the limitations on

<PAGE>
liability set forth in PARAGRAPH 8.7 hereof. For purposes of
this PARAGRAPH 4.12(c), in the case of any Taxes that are imposed
on a periodic basis and are payable for a taxable period that
includes (but does not end on) the Closing Date, the portion of
such Tax which relates to the portion of such taxable period
ending on the Closing Date shall (i) in the case of any Taxes
other than Taxes based upon or related to income or receipts, be
deemed to be the amount of such Tax for the entire taxable period
multiplied by a fraction, the numerator of which is the number of
days in the taxable period ending on the Closing Date and the
denominator of which is the number of days in the entire taxable
period, and (ii) in the case of any Tax based upon or related to
income or receipts be deemed equal to the amount which would be
payable if the relevant taxable period ended on the Closing Date.
Any credits relating to a taxable period that begins before and
ends after the Closing Date shall be taken into account as though
the relevant taxable period ended on the Closing Date. All
determinations necessary to give effect to the foregoing
allocation shall be made in a manner consistent with prior
practice of Companies.

(d) The Purchaser, Companies, Seller, and Parent shall
cooperate on all matters relating to Taxes as follows:

(i) Purchaser, Companies, Seller, and Parent shall
cooperate fully, as and to the extent reasonably requested
by another party, in connection with the filing of Tax
Returns pursuant to this PARAGRAPH 4.12 and any audit,
litigation, or other proceeding with respect to Taxes. Such
cooperation shall include the retention and (upon any other
party's request) the provision of records and information
which are reasonably relevant to any such audit, litigation,
or other proceeding and making employees available on a
mutually convenient basis to provide additional information
and explanation of any material provided hereunder.
Purchaser, Companies, Seller and Parent agree (A) to retain
all books and records with respect to Tax matters pertinent
to Companies relating to any taxable period beginning before
the Closing Date until the expiration of the statute of
limitations (and, to the extent notified by Purchaser or
Sellers, any extension thereof) of the respective taxable
periods, and to abide by all record retention agreements
entered into with any taxing authority, and (B) to give all
other parties reasonable written notice prior to
transferring, destroying or discarding any such books and
records and, if another party so requests, Companies shall
allow such other party to take possession of such books and
records.

(ii) Purchaser, Companies, Seller and Parent further
agree, upon request, to use their best efforts to obtain any
certificate or other document from any governmental
authority or any other person as may be necessary to
mitigate, reduce, or eliminate any Tax that could be imposed
(including, but not limited to, with respect to the
transactions contemplated hereby).

(iii) Purchaser, Companies, Seller and Parent
further agree, upon request, to provide any other party with
all information that such other party may be required to
report pursuant to Code section 6043 and the Regulations
promulgated thereunder.

<PAGE>
(e) All transfer, documentary, sales, use, stamp,
registration and other such Taxes and fees (including any
penalties and interest) incurred in connection with this
Agreement, shall be paid by Seller when due, and Seller will, at
its own expense, file all necessary Tax Returns and other
documentation with respect to all such transfer, documentary,
sales, use, stamp, registration and other taxes and fees, and, if
required by applicable law, Purchaser will, and will cause its
affiliates to, join in the execution of any such Tax Returns and
other documentation.

(f) Parent will include the income of Companies
(including any deferred income triggered into income by
Regulations section 1.1502-13 and Regulations section 1.1502-14
and any excess loss accounts taken into income under Regulations
section 1.1502-19) on Parent's Consolidated Tax Returns for all
periods through the Closing Date and pay any income Taxes
attributable to such income. Companies will furnish Tax
information to Parent for inclusion in Parent's federal
consolidated income Tax Return for the period which includes the
Closing Date in accordance with each of Companies' past custom
and practice, and Parent shall bear the expense of compliance
with this provision. Parent will allow Purchaser an opportunity
to review and comment upon such Tax Returns (including any
amended returns) to the extent that they relate to Companies.
Parent will take no position on such returns that relate to
Companies that would adversely affect Companies after the Closing
Date. The income of Companies will be apportioned to the period
up to and including the Closing Date and the period after the
Closing Date by closing the books of Companies as of the end of
the Closing Date.

(g) Parent will allow Companies and their counsel to
participate in any audits of Parent's consolidated federal income
Tax Returns to the extent that such returns relate to Companies.
Parent will not settle any such audit in a manner which would
adversely affect Companies after the Closing Date.

(h) Purchaser shall be prohibited from making a
carryback of a post-acquisition Tax attribute of any of Companies
into Parent's consolidated Tax Return.

(i) Purchaser will allow Seller and Parent, and their
respective counsel, at Seller or Parent's expense, as the case
may be, to participate in any audits or of any return filed by
Purchaser pursuant to Paragraphs 4.12(b) or (c). Purchaser or
Companies will not settle any such audit in a manner which would
adversely affect Seller or Parent without their consent, which
consent will not be unreasonably withheld.

(j) Parent, as the common parent of the Parent
Affiliated Group, shall cause the Parent Affiliated Group to join
with Purchaser in making joint elections pursuant to Code section
338(h)(10) (the "Section 338(h)(10) Elections") to treat the
transactions contemplated by this Agreement as (1) an acquisition
of HFI's assets, and (2) an acquisition of each other Company's
assets, all effective as of the Closing Date.

(k) Purchaser shall cause to be prepared as soon as
practicable after the Closing Date an Internal Revenue Service
Form 8023-A, which Purchaser shall send to Parent. Parent shall

<PAGE>
cause the Form 8023-A to be executed by the person authorized to
act on behalf of Parent and to be returned to Purchaser no later
than fifteen (15) days after receipt of the Form 8023-A from
Purchaser. Seller, HTHF and Parent shall also provide any other
assistance reasonably requested by Purchaser in making the
Section 338(h)(10) Elections.

(l) Parent shall pay any federal, state, local or
foreign income tax attributable to the Section 338(h)(10)
Elections. Parent also shall pay any state, local or foreign
income tax with respect to the acquisition of the Shares pursuant
to this Agreement in the event that such taxing jurisdiction (i)
does not provide or recognize the Section 338(h)(10) Elections or
(ii) does not apply its provisions corresponding to Code section
338(h)(10) to the acquisition of the Shares (for example, because
HFI or either of Companies files a separate corporation income
tax return in such jurisdiction).

4.13 CERTAIN EMPLOYEE BENEFIT PLAN COVENANTS.

(a) HOME TECHNOLOGY HEALTHCARE, INC. 401(K) PROFIT
SHARING PLAN. Parent maintains the Home Technology Healthcare,
Inc. 401(k) Profit Sharing Plan (the "HOME TECHNOLOGY PLAN") in
which the employees of Companies participate. Parent agrees that
as soon as practicable following the Closing Date, Parent will
(i) vest the account balances of those participants in the Home
Technology Plan who were employed by the Companies as of the
Closing Date (the "PARTICIPANTS") to the extent permitted by the
Home Technology Plan and otherwise as permitted by applicable Law
and (ii) permit the Participants to elect to receive a lump sum
distribution of their vested account balances in accordance with
the provisions of Code Section 401(k)(10)(A)(iii). With respect
to each employee of the Companies as of the Closing Date,
Purchaser will give credit for purposes of eligibility and
vesting under the Housecall Medical Resources, Inc. Retirement
Savings Plan for all service with Parent, the Companies or any
Affiliate thereof.

(b) MEDICAL PLAN AND SECTION 125 CAFETERIA PLAN. HFI
maintains a medical insurance plan (the "HEALTHFIRST HEALTH
PLAN") and a Section 125 cafeteria plan (the "HEALTHFIRST 125
PLAN") in which the employees of the Companies, HFI Management,
Inc. (the "GENERAL PARTNER") and HFI Home Care Management, L.P.
(the "PARTNERSHIP") participate.

(i) Parent and Purchaser agree that effective as of
the Closing Date, Purchaser shall assume the obligations
under and shall continue the Healthfirst Health Plan for the
benefit of those employees of the Companies, General Partner
and Partnership who become employed by an Affiliate of
Purchaser as of the Closing Date (the "TRANSFERRED
EMPLOYEES"). Nothing contained in this Agreement limits or
restricts Purchaser's right from and after the Closing Date
to amend, modify or terminate the Housecall Medical Plan in
such manner as Purchaser deems appropriate.

(ii) Parent and Purchaser agree that effective as of
the Closing Date, Purchaser shall assume the obligations
under and shall assume the Healthfirst 125 Plan for the
benefit of the Transferred Employees. Nothing contained in
this Agreement limits or restricts Purchaser's right from
and after the Closing Date to amend, modify or terminate the

<PAGE>
Healthfirst 125 Plan in such manner as Purchaser deems
appropriate.

(iii) Parent agrees to cooperate and assist
Purchaser in the transition of the Healthfirst Health Plan
and the Healthfirst 125 Plan and to provide Purchaser
requested information needed by Purchaser to continue such
plans.

(iv) Purchaser and Parent agree that following the
Closing Date, Purchaser shall retain the obligation to
provide COBRA continuation coverage with respect to those
individuals who, as of the Closing Date, have elected or are
eligible to elect COBRA continuation coverage (pursuant to
Section 601 of ERISA and Section 4980B of the Code) under
the Healthfirst Health Plan, other than in respect of
individuals who were not employed by Companies, the
obligation for which shall be borne by Parent.

(v) Purchaser and Parent agree that following the
Closing Date, Purchaser shall retain the obligation to comply
with the certification requirements under the Health Insurance
Portability and Accountability Act of 1996 with respect to all
individuals covered under the Healthfirst Health Plan who lost
coverage at any time prior to the Closing Date, other than in
respect of individuals who were not employed by Companies, the
obligation for which shall be borne by Parent.

4.14 CERTAIN LIABILITIES.

Seller, HTHF and Parent shall indemnify and hold
harmless Purchaser Indemnitees from and against and in respect of
any and all loss, damage, liability, claim, cost and expense,
including reasonable attorneys' fees and amounts paid in
settlement relating to or arising out of (a) the ownership,
operation, properties, assets, businesses and liabilities of
Rural Health Services, Inc., a Tennessee and its subsidiaries or
other Affiliates whether or not disclosed in any Schedule to this
Agreement, (b) all legal, accounting and other professional
advisor fees, disbursements and expenses incurred by any of
Companies arising from or relating to the transactions
contemplated by this Agreement or the Acquisition Agreement (for
which Purchaser shall be promptly reimbursed upon written request
to Seller, HTHF and Parent), (c) (x) prior to the date of the
settlement agreement entered into by and between Greenville
Hospital System and Healthfirst, Inc., dated March 27, 1997, any
use by any of Companies of the tradename and service mark
"Healthfirst", if asserted by Greenville Hospital System or any
of its subsidiaries or affiliates, and (y) after the date of such
settlement agreement, any use by any of Companies not
inconsistent with the terms of such settlement agreement, if
asserted by Greenville Hospital System or any of its subsidiaries
or affiliates, (d) all costs, expenses and penalties, other than
for filing fees not in excess of the amount thereof assuming
timely filing and CT Corporation Service Fees and expenses
(except to the extent that CT Corporation Service has advance
such penalties), associated with qualifying any of Companies in
any jurisdiction in which they should have been qualified but
were not so qualified, (e) the transactions described on SCHEDULE
2.7, and (f) any liability of Healthfirst or Health Services
Management, Inc., as identified on SCHEDULE 2.16.

<PAGE>
4.15 CERTAIN AGREEMENTS BY HOUSECALL.

5. CONDUCT OF BUSINESSES PENDING CLOSING

Seller, HTHF and Parent covenant and agree that, except
as may otherwise be provided herein, without the prior written
consent of Purchaser, between the date hereof and the Closing
Date:

5.1 Business in the Ordinary Course.

Seller shall cause Companies' businesses to be
conducted only in the ordinary and usual course and consistent
with prior practices, without the creation of any additional
indebtedness for borrowed money, provided that Companies may
continue to draw on their existing lines of credit with their
lenders in a manner consistent with its past practices. Without
limiting the generality of the foregoing:

(a) Except as provided in PARAGRAPH 5.1(b), Companies
shall not enter into any contracts, agreements or other
arrangements in connection with Companies' businesses, and except
as otherwise expressly provided herein, Companies will not enter
into any contract nor effect any transaction with any Related
Party.

(b) Companies shall not enter into any contracts,
agreements or other arrangements to provide, sell, distribute or
supply goods or services to any customer or any third party
except in the ordinary course of Companies' businesses at prices
and on terms consistent with the prior operating practices of
Companies.

(c) Except for sales of inventory and normal disposal
of used equipment in the ordinary course of Companies'
businesses, Companies shall not sell, assign, transfer, convey,
pledge, mortgage, encumber or otherwise dispose of, or cause the
sale, assignment, transfer, conveyance, pledge, mortgage,
encumbrance or other disposition of, any of their assets.

(d) All contracts or commitments of Companies for the
purchase of services and supplies shall be entered into only in
the ordinary and regular course of business to enable Companies
to conduct their normal business operations and to maintain their
normal inventory of supplies, at prices and on terms consistent
with the prior operating practices of Companies.

<PAGE>
(e) Companies shall maintain, preserve and protect all
of their assets in good condition, except for ordinary wear and
tear and damage by fire or other casualty; and Companies shall
maintain in full force and effect all insurance policies referred
to in PARAGRAPH 2.14 or other insurance equivalent thereto.

(f) The books, records and accounts of Companies shall
be maintained in the usual, regular and ordinary course of
business on a basis consistent with prior practices and in
accordance with GAAP.

(g) Companies shall use their reasonable best efforts
to preserve their businesses, to keep available the services of
their present employees, to preserve the goodwill of their
suppliers, customers and others having business relations with
Companies, and if so requested by Purchaser, to assist Purchaser
in retaining the services of key employees and agents of
Companies after the Closing Date on terms satisfactory to
Purchaser.

5.2 NO MATERIAL CHANGES.

No action shall be taken by Seller which shall
materially alter the organization, capitalization, or financial
structure, practices or operations of Companies' businesses.
Without limiting the generality of the foregoing:

(a) No change shall be made in the Certificate or
Articles of Incorporation or By-Laws of Companies.

(b) No change shall be made in the authorized or
issued capital stock of Companies.

(c) Seller shall not issue or grant any right or
option to purchase or otherwise acquire any capital stock or
other securities of Companies.

(d) No dividend or other distribution or payment shall
be declared or made with respect to any capital stock of
Companies, and Companies shall not, directly or indirectly,
redeem, purchase or otherwise acquire any capital stock.

(e) Seller shall not liquidate or voluntarily declare
bankruptcy or seek the appointment of a receiver, trustee or
custodian.

5.3 COMPENSATION.

No increase shall be made in the compensation payable
or to become payable to any director, officer, employee or agent
of Companies and no bonus or profit-share payment or other
arrangement (whether current or deferred) shall be made to or
with any such director, officer, employee or agent. No officer,
director or employee shall be hired, and no consultant or agent
shall be retained, by Companies at a salary or fee in excess of
$30,000 per annum.

5.4 EMPLOYEE BENEFIT PLANS.

Seller, HTHF and Parent shall ensure that:

(a) Neither Seller nor Companies shall (i) cause or

<PAGE>
permit any ERISA Plan to be involved in any transaction which
constitutes a "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Internal Revenue
Code, unless such transaction is specifically permitted under
Sections 407 or 408 of ERISA, Section 4975 of the Internal
Revenue Code or a class or administrative exemption issued by the
Department of Labor; (ii) cause or permit any ERISA Plan or
fiduciary of such ERISA Plan to be involved in a breach of
fiduciary duty under Section 404 of ERISA; or (iii) fail to
timely make all filings, returns and reports, or fail to timely
give all notices, which are required under ERISA or the Internal
Revenue Code.

(b) With respect to the Employee Benefit Pension
Plans, Seller and Companies shall take such actions, and refrain
from such actions, as are necessary to maintain the qualification
of each such Employee Benefit Pension Plan under Section 401(a)
of ERISA, and the exemption of the trust (if any) maintained for
each such Employee Pension Benefit Plan under Internal Revenue
Code Section 501(a).

(c) Seller and Companies shall timely make all
contributions and other payments to its Plans which it is
obligated to make as of the date hereof. Other than
contributions or payments declared or obligated to be paid to the
Plans as of the date hereof, no contribution shall be declared
for or paid to any Plan including, without limitation, the
Employee Pension Benefit Plans.

(d) No amendment or change to the provisions of any
Employee Pension Benefit Plan shall be made or adopted prior to
the Closing Date.

6. CONDITIONS TO OBLIGATIONS OF PURCHASER

The obligations of Purchaser to consummate the
transactions contemplated hereby are subject to the fulfillment
and satisfaction of each and every of the following conditions on
or prior to the Closing, any or all of which may be waived in
writing in whole or in part by Purchaser:

6.1 PROCEEDINGS AND DOCUMENTS SATISFACTORY.

All proceedings taken in connection with the
consummation of the transactions contemplated herein and all
documents and papers reasonably required in connection therewith
shall be reasonably satisfactory to Purchaser and its counsel,
and Purchaser and its counsel shall have timely received copies
of such documents and papers, all in form and substance
reasonably satisfactory to Purchaser and its counsel, as
reasonably requested by Purchaser or its counsel in connection
therewith.

6.2 REPRESENTATIONS AND WARRANTIES.

The representations and warranties of Seller, HTHF and
Parent contained in this Agreement shall be true and correct as
of the date when made and shall be true and correct at and as of
the Closing Date, to the same extent and with the same force and
effect as if made as of such date, except as affected by the
transactions contemplated by this Agreement or the Acquisition
Agreement.

<PAGE>
6.3 COMPLIANCE WITH AGREEMENTS AND CONDITIONS.

Seller shall have performed and complied with all
covenants, agreements and conditions required by this Agreement
to be performed or complied with by Seller prior to or on the
Closing Date.

6.4 CERTIFICATES.

Seller shall have delivered to Purchaser a certificate
executed by the Presidents or officers of Companies as
appropriate, dated the Closing Date, certifying in such detail as
Purchaser may reasonably request as to (a) the fulfillment and
satisfaction of the conditions specified in Paragraphs 6.2 and
6.3, and (b) the absence of any material adverse change in
Companies' businesses prior to the Closing.

6.5 RESOLUTIONS.

Purchaser shall have received duly adopted resolutions
of the Board of Directors of Seller, HTHF and Parent certified by
the Secretary or Assistant Secretary, as appropriate, dated the
Closing Date, authorizing and approving the execution and
delivery of this Agreement, or approving the transactions
contemplated hereby, and all other action necessary to enable
Seller to comply with the terms hereof.

6.6 OPINION OF COUNSEL.

Purchaser shall have received from Brouse & McDowell or
Boult, Cummings, Conners & Berry, PLC, opinions, dated as of the
date of Closing, in substantially the form set forth as Exhibit
A.

6.7 CONSENTS.

Any and all consents, authorizations and approvals of
all Persons and Governments as are necessary for the consummation
of the transactions contemplated by this Agreement and all
notices required to be given to any Government shall have been
given and all applicable waiting periods shall have expired.

6.8 EMPLOYMENT AGREEMENTS.

Companies shall have entered into employment agreements
satisfactory to Purchaser and the Employer with R. Steven
Williams for their continuation of employment after the Closing
Date.

6.9 BANK APPROVALS.

Purchaser shall have received from its lenders any
required approval of the transactions contemplated by and
provided for in this Agreement.

6.10 CONSUMMATION OF OTHER TRANSACTIONS.

The transactions contemplated by the Acquisition

<PAGE>
Agreement shall have been consummated.

6.11 NO INCONSISTENT REQUIREMENTS.

No Action shall have been commenced by any Government
or Person (excluding Purchaser or any Affiliate of Purchaser or
any Person acting at the direction or request of Purchaser)
seeking to enjoin or prohibit the transactions contemplated
hereby.

6.12 MINUTE BOOKS AND SHARE RECORDS

Seller shall have delivered the minute books, share
records and all other corporate records of Companies to
Purchaser.

6.13 CERTAIN MANAGEMENT CONTRACTS

Seller shall have delivered to Purchaser true, correct
and complete copies of addenda to or correspondence regarding (i)
that certain Management and Computer Services Agreement, dated
March 1, 1997, as amended through and including the date hereof,
between HFI Home Care Management, L.P. and Hospice Preferred
Choice, Inc., relating to San Jose, Santa Cruz, Merced and
Atlanta, and (ii) that certain Consulting and Computer Services
Agreement, dated January 1, 1997, as amended through and
including the date hereof, between HFI Home Care Management, L.P.
and Option Care, Inc., relating to Cincinnati, Bellingham,
Washington, hospice care and private duty nursing in Columbia,
Missouri.

7. CONDITIONS TO OBLIGATIONS OF SELLER, HTHF AND PARENT

The obligations of Seller, HTHF and Parent under this
Agreement are subject to the fulfillment and satisfaction of each
and every of the following conditions on or prior to the Closing,
any or all of which may be waived in writing in whole or in part
by Seller and Parent:

7.1 REPRESENTATIONS AND WARRANTIES.

The representations and warranties contained in Article
3 shall be true and correct as of the date when made and shall be
true and correct at and as of the Closing Date, to the same
extent and with the same force and effect as if made as of such
date, except as affected by the transactions contemplated by this
Agreement or the Merger Agreement.

7.2 COMPLIANCE WITH AGREEMENTS AND CONDITIONS.

Purchaser shall have performed and complied with all
agreements and conditions required by this Agreement to be
performed or complied with by Purchaser prior to or on the
Closing Date.

7.3 CERTIFICATE OF PURCHASER.

Purchaser shall have delivered to Seller, HTHF and
Parent a certificate, dated the Closing Date, certifying in such

<PAGE>
detail as Seller, HTHF and Parent may reasonably request to the
fulfillment and satisfaction of the conditions specified in
PARAGRAPHS 7.1 and 7.2.

7.4 RESOLUTIONS.

Purchaser shall have delivered to Seller, HTHF and
Parent duly adopted resolutions of the respective Board of
Directors (or Executive Committees thereof) of Purchaser and
Housecall, certified by the Secretary or an Assistant Secretary
of Purchaser and Housecall, as the case may be, dated the Closing
Date, authorizing and approving the execution of this Agreement
by Purchaser and all other action necessary to enable Purchaser
to comply with the terms of this Agreement.

7.5 OPINION OF COUNSEL.

Seller, HTHF and Parent should have received from
Kilpatrick Stockton LLP, legal counsel for Purchaser, an opinion,
dated the Closing Date, in substantially the form set forth as
Exhibit B attached hereto.

7.6 CONSUMMATION OF OTHER TRANSACTIONS.

The transactions contemplated by the Acquisition
Agreement, shall have been consummated.

7.7 NO INCONSISTENT REQUIREMENTS.

No Action shall have been commenced by any Government
or Person (excluding Seller, Parent, any Affiliate of Seller or
Parent, or any Person acting on behalf of or at the direction of
Seller or Parent) seeking to enjoin or prohibit the transactions
contemplated hereby.

7.8 EMPLOYMENT AGREEMENTS.

Companies shall have entered into an employment
agreement satisfactory to Purchaser and R. Steven Williams for
his continuation of employment after the Closing Date.

8. INDEMNITIES

8.1 INDEMNIFICATION OF PURCHASER AND COMPANIES.

In accordance with and subject to the provisions of
this ARTICLE 8, Seller, HTHF and Parent (collectively, "PURCHASER
INDEMNITORS") shall, jointly and severally, indemnify and hold
harmless Purchaser, Companies, and their Affiliates, and their
respective officers, directors, agents and employees (other than
for any officer, director, agent or employee who is a Purchaser
Indemnitor hereunder) (collectively, "PURCHASER INDEMNITEES"),
from and against and in respect of any and all loss, damage,
liability, claim, cost and expense, including reasonable
attorneys' fees and amounts paid in settlement pursuant to
PARAGRAPH 8.5(b) (collectively, the "PURCHASER INDEMNIFIED
LOSSES"), suffered or incurred by any one or more of the
Purchaser Indemnitees by reason of, or arising out of, any breach
of any representation or warranty, or any breach or
nonfulfillment of any covenant or agreement, of Companies, Seller

<PAGE>
or Parent contained in this Agreement; PROVIDED, HOWEVER, that
(a) Purchaser Indemnitors shall have no obligation to indemnify
or hold harmless any Purchaser Indemnitee for any breach by any
other Purchaser Indemnitor of the covenants pursuant to PARAGRAPH
4.4 and (b) Purchaser Indemnitors shall have no obligation to
indemnify or hold harmless any Purchaser Indemnitee for any
Purchaser Indemnified Loss that arises in connection with or as a
result of any Management Contract if (a) the event, occurrence or
action which is the principal basis for such Purchaser
Indemnified Loss has been specifically disclosed in SCHEDULE 8.1
or (b) the principal basis upon which such Purchaser Indemnified
Loss is established or asserted is an event, occurrence or action
that was not known by Companies, Seller, HTHF or Parent as of the
Closing Date.

8.2 INDEMNIFICATION OF SELLER, HTHF AND PARENT.

In accordance with and subject to the provisions of
this ARTICLE 8, Purchaser (for purposes of this ARTICLE 8,
"SELLER INDEMNITOR") shall indemnify and hold harmless Seller,
HTHF Parent and their Affiliates, and their respective officers,
directors, agents and employees (collectively, "SELLER
INDEMNITEES"), from and against and in respect of any and all
loss, damage, liability, claim, cost and expense, including
reasonable attorneys' fees and amounts paid in settlement
pursuant to PARAGRAPH 8.5(b) (collectively, the "SELLER
INDEMNIFIED LOSSES"), suffered or incurred by any one or more of
the Seller Indemnitees by reason of, or arising out of, any
breach of any representation or warranty, or breach or
nonfulfillment of any covenant or agreement, of Purchaser
contained in this Agreement.

8.3 INTERCHANGEABLE TERMINOLOGY.

For purposes of the remaining Paragraphs of this
ARTICLE 8, which are mutually applicable to Purchaser (on the one
hand) and to Seller, HTHF and Parent (on the other hand)
depending on the party with the obligation to indemnify or the
right to be indemnified as provided in PARAGRAPHS 8.1 and 8.2,
the Purchaser Indemnitors and Seller Indemnitors, and the
Purchaser Indemnitees and Seller Indemnitees, are sometimes
referred to interchangeably as "INDEMNITORS" and "INDEMNITEES,"
respectively, with the understanding and agreement that such
references are to the particular party or parties that have the
obligation to or right from the other party or parties, as the
case may be, under PARAGRAPH 8.1 or 8.2. Similarly, Purchaser
Indemnified Losses and Seller Indemnified Losses are sometimes
referred to interchangeably as "INDEMNIFIED LOSSES," with the
comparable understanding and agreement.

8.4 PAYMENT.

Indemnitors shall, subject to the provisions of
PARAGRAPH 8.5, reimburse Indemnitees within 10 days of written
demand on the Indemnitors for any Indemnified Loss.

8.5 DEFENSE OF CLAIMS.

<PAGE>
(a) If any claim or Action by a third party arises
after the Closing Date for which an Indemnitor may be liable to
an Indemnitee under the terms of this Agreement, then such
Indemnitee shall notify such Indemnitor within a reasonable time
after such claim or Action arises and is known to such
Indemnitee, and shall give the Indemnitor a reasonable
opportunity: (i) to conduct any proceedings or negotiations in
connection therewith and necessary or appropriate to defend such
Indemnitee; (ii) to take all other required steps or proceedings
to settle or defend any such claim or Action; and (iii) to
employ counsel to contest any such claim or Action in the name of
Indemnitee or otherwise. The expenses of all proceedings,
contests or lawsuits with respect to such Actions shall be borne
by the Indemnitor. If the Indemnitor desires to assume the
defense of such claim or Action, then such Indemnitor shall give
written notice to the Indemnitee within 30 days after notice from
the Indemnitee of such claim or Action (unless the claim or
action reasonably requires a response in less than 30 days after
the notice is given to such Indemnitor, in which event such
Indemnitor shall notify Indemnitee at least 10 days prior to such
reasonably required response date), and the Indemnitor shall
thereafter assume the defense of any such claim or Action through
counsel reasonably satisfactory to the Indemnitee; provided that
an Indemnitee may participate in such defense at its own expense;
further provided that, Purchaser shall have the sole right,
exercisable in good faith, to direct and control the defense
(whether or not assumed by the Purchaser Indemnitors) of any and
all claims or Actions that involve a Government or other Person
acting as a third party payor for health care services; and
further provided that, any Indemnitee may refuse to permit its
Indemnitor to assume the defense of any claim or Action with
respect to which defense there exists a material conflict of
interests between such Indemnitee and Indemnitor as to the
subject matter of the claim or Action. A difference of opinion
concerning how much to pay a third party claimant, without more,
shall not constitute a material conflict of interests between an
Indemnitee and an Indemnitor for purposes of the preceding
sentence.

(c) If a judgment is rendered against any of the
Indemnitees in any Action covered by the indemnification
hereunder, or any Lien in respect of such judgment attaches to

<PAGE>
any of the assets of any of the Indemnitees, the Indemnitors
shall immediately upon receipt from Indemnitees of copies of such
attachment or entry, pay such judgment in full or discharge such
Lien unless, at the expense and direction of the Indemnitors, an
appeal is taken under which the execution of the judgment or
satisfaction of the Lien is stayed. If and when a final judgment
is rendered in any such Action, the Indemnitors shall forthwith
pay such judgment or discharge such Lien before any of
Indemnitees is compelled to do so.

8.6 NO CONTRIBUTION.

Seller, HTHF and Parent shall not have any right of
contribution against Companies for any Indemnified Losses.

8.7 LIMITATIONS ON LIABILITY.

(a) Notwithstanding anything in this Agreement to the
contrary, no Indemnitor(s) shall have any liability under this
Agreement until such time as the aggregate amount of Indemnified
Losses for which such Indemnitor(s) has or have responsibility
under and pursuant to this Agreement and the Acquisition
Agreement, on a combined basis, exceed $500,000; provided, that,
once such aggregate amount of Indemnified Losses exceeds
$500,000, Indemnitees shall be entitled to recover from the
Indemnitors the aggregate amount of all Indemnified Losses.

(b) Notwithstanding anything in this Agreement to the
contrary, in no event shall the maximum amount of liability of
Seller or HTHF exceed $1,242,000 or Parent exceed $9,508,000.

(c) The limitations set forth in this PARAGRAPH 8.7
shall be inapplicable to any breach of the covenants and
agreements contained in any of PARAGRAPHS 4.4, 4.5, 4.6, 4.12,
4.13 and 4.14, except that in the case of clause (b) of PARAGRAPH
4.14, the limitation in PARAGRAPH 8.7(b) shall be applicable.

9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

(b) all other representations and warranties hereunder
shall be of no further force and effect after the expiration of
two years from and after the Closing Date.

Anything to the contrary notwithstanding, the Survival
Period shall be extended automatically to include any time period
necessary to resolve a claim for indemnification which was made

<PAGE>
before expiration of the Survival Period but not resolved prior
to its expiration. Such extension shall apply only to the claim
for which such extension was necessary.

10. TERMINATION

10.1 TERMINATION FOR CERTAIN CAUSES.

This Agreement may be terminated at any time prior to
or on the Closing Date by Seller, on the one hand, or by
Purchaser, on the other hand, upon written notice to the other as
follows:

(a) By Purchaser, if the terms, covenants or
conditions of this Agreement to be complied with or performed by
Seller, HTHF, Parent or Companies at or before the Closing Date
shall not have been complied with or performed and such
noncompliance or nonperformance shall not have been waived by
Purchaser.

(b) By Purchaser, if there is any fact or condition
with respect to Companies' businesses, assets, properties,
financial condition or actual or anticipated results of
operations of Companies or their businesses which materially and
adversely affects such businesses, properties, financial
condition, results of operations, assets, or the value or
continuance of Companies' businesses.

(c) By Seller, if the terms, covenants or conditions
of this Agreement to be complied with or performed by Purchaser
at or before the Closing Date shall not have been complied with
or performed and such noncompliance or nonperformance shall not
have been waived by Seller.

(d) By Purchaser or Seller, if any Action shall have
been instituted or threatened against any party to this Agreement
to restrain or prohibit, or to obtain substantial damages in
respect of, this Agreement or the consummation of the
transactions contemplated herein, which, in the reasonable and
good faith opinion of any party, makes consummation of the
transactions herein contemplated inadvisable.

10.2 PROCEDURE ON AND EFFECT OF TERMINATION.

Pursuant to PARAGRAPH 10.1 hereof, written notice
thereof shall be given to all other parties by the party electing
to terminate, and this Agreement shall terminate upon the giving
of such notice, without further action by any of the parties
hereto, with the consequence and effect set forth in this
PARAGRAPH 10.2. If for any reason on the Closing Date there has
been nonfulfillment of an undertaking by or condition precedent
for Purchaser, on the one hand, or Seller, on the other hand, not
waived in writing by or on behalf of the party in whose favor
such undertaking or condition or undertaking runs, the party in
whose favor such undertaking or condition runs, in addition to
any other right or remedy available to it, may refuse to
consummate the transactions contemplated by this Agreement
without liability or obligation on its part whatsoever.
Notwithstanding the foregoing, the obligations of the parties
pursuant to PARAGRAPHS 4.2 (CONFIDENTIALITY), 4.5 (EXPENSES), 4.6
(BROKERS) AND 4.8 (PUBLICITY) shall survive any such termination.

<PAGE>
11. MISCELLANEOUS

11.1 NOTICES.

(a) All notices, demands or other communications
required or permitted to be given or made hereunder shall be in
writing and (a) delivered personally, or (b) sent by pre-paid,
first class, certified or registered air mail, return receipt
requested, or (c) by an express courier service, or (d) by
facsimile transmission to the intended recipient thereof, at its
address or facsimile number set out below. Any such notice,
demand or communication shall be deemed to have been duly given
immediately (if given or made by confirmed facsimile), or three
days after mailing or the second day after delivery to an express
courier service, and in proving same it shall be sufficient to
show that the envelope containing the same was duly addressed,
stamped and posted (or that the envelope was delivered to the
express courier service), or that receipt of a facsimile was
confirmed by the recipient. The addresses and facsimile numbers
of the parties for purposes of this Agreement are:

(i) If to Purchaser: HFI Acquisition Corp.
c/o Housecall Medical
Resources, Inc.
1000 Abernathy Road
Building 400, Suite 1825
Atlanta, Georgia 30328
Facsimile No.: 770-395-9891
Attention: Chief Financial
Officer

With a copy to: Kilpatrick Stockton LLP
1100 Peachtree Street
Atlanta, Georgia 30309
Facsimile No.: 404-815-6555
Attention: W. Randy Eaddy

(ii) If to HTHF or
Seller: HF Holdings, Inc.
311 Weisgarber Road, SW
Knoxville, Tennessee 37917
Facsimile No.: 423-588-5414
Attention: R. Steven Williams

With a copy to: Brouse & McDowell Co. LPA
500 First National Tower
Akron, Ohio 44308
Facsimile No.: 216-253-8601
Attention: Shawn M. Lyden, Esq.

(iii) If to Parent: Home Technology Healthcare, Inc.
2100 West End Avenue, Suite 150
Nashville, Tennessee 37203
Facsimile No.: 615-340-0113
Attention: Robert C. Hilton

<PAGE>
With a copy to: Boult, Cummings, Conners & Berry, PLC
414 Union Street, Suite 1600
Nashville, Tennessee 37219
Facsimile No.: 615-252-2380
Attention: John E. Gillmor, Esq.

11.2 COUNTERPARTS.

This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all
of which shall constitute one and the same instrument.

11.3 ENTIRE AGREEMENT.

This Agreement supersedes all prior discussions and
agreements between the parties with respect to the subject matter
hereof, and this Agreement, including its Exhibits and Schedules,
and with acknowledgment of the relationship and contemplation of
the transactions contemplated by the Acquisition Agreement,
contains the sole and entire agreement among the parties with
respect to the matters covered hereby. This Agreement shall not
be altered or amended except by an instrument in writing signed
by or on behalf of the party entitled to the benefit of the
provision against whom enforcement is sought.

11.4 GOVERNING LAW.

The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the
laws of the State of Georgia, without regard to conflicts of laws
principles.

11.5 SUCCESSORS AND ASSIGNS.

11.6 PARTIAL INVALIDITY AND SEVERABILITY.

All rights and restrictions contained herein may be
exercised and shall be applicable and binding only to the extent
that they do not violate any applicable Laws and are intended to
be limited to the extent necessary to render this Agreement
legal, valid and enforceable. If any term of this Agreement, or
part thereof, not essential to the commercial purpose of this
Agreement shall be held to be illegal, invalid or unenforceable
by a court of competent jurisdiction, it is the intention of the
parties that the remaining terms hereof, or part thereof, shall
constitute their agreement with respect to the subject matter
hereof, and all such remaining terms, or parts thereof, shall
remain in full force and effect. To the extent legally
permissible, any illegal, invalid or unenforceable provision of

<PAGE>
this Agreement shall be replaced by a valid provision which will
implement the commercial purpose of the illegal, invalid or
unenforceable provision.

11.7 WAIVER.

11.8 HEADINGS.

11.9 NUMBER AND GENDER.

11.10 CONSENTED ASSIGNMENT.

Anything contained herein to the contrary
notwithstanding, this Agreement shall not constitute an agreement
to assign any claim, right, contract, license, lease, commitment,
sales order or purchase order if an attempted assignment thereof
without the consent of another party thereto would constitute a
breach thereof or in any material way affect the rights of Seller
thereunder, unless such consent is obtained. If such consent is
not obtained, or if an attempted assignment would be ineffective
or would materially affect Seller's rights thereunder so that
Purchaser would not in fact receive all such rights, Sellers
shall upon the request of Purchaser cooperate in any reasonable
arrangement designed to provide for Purchaser the benefits under
any such claim, right, contract, license, lease, commitment,
sales order or purchase order, including, without limitation,
enforcement of any and all rights of Seller against the other
party or parties thereto arising out of the breach or
cancellation by such other party or otherwise.

11.11 GUARANTY.

Housecall hereby unconditionally and absolutely
guarantees the performance of any and all obligations of
Purchaser under this Agreement.

<PAGE>
11.12 ACKNOWLEDGMENT AND CONSENT.

Each of Seller, HTHF and Parent acknowledge that the
Purchase Price to be paid hereunder is being financed by a
syndicate of banks and other financial institutions lead by
Toronto Dominion (Texas), Inc. as agent, and each of them further
acknowledges that under the terms of the financing being so
provided to Housecall and Purchaser that Housecall and Purchaser
have been requested, and have agreed, to collaterally assign all
of its right, title and interest in and to its rights and
remedies hereunder to Toronto Dominion (Texas), Inc. Each of
Seller, HTHF and Parent hereby expressly acknowledge and consent
to such collateral assignment.

11.13 SATISFACTION OF CONDITIONS.

12. CERTAIN DEFINITIONS; INDEX OF DEFINITIONS

12.1 CERTAIN DEFINITIONS.

For purposes of this Agreement, the following
capitalized terms shall have the meanings specified with respect
thereto below (all terms used in this Agreement which are not
defined in this Article 12, but are defined elsewhere in this
Agreement, shall have for purposes of this Agreement the meanings
set forth elsewhere in this Agreement):

"ACQUISITION AGREEMENT" shall mean that certain
Acquisition Agreement of even date herewith by and among
Housecall, Purchaser and the other signatories thereto.

"AFFILIATED GROUP" shall mean any affiliated group
within the meaning of Code section 1504(a) or any similar group
defined under a similar provision of state, local or foreign law.

"BUSINESS DAY" shall mean any day other than a
Saturday, a Sunday or a day on which commercial banks in Atlanta,
Georgia, are required or authorized to be closed.

<PAGE>
"CODE" shall mean the Internal Revenue Code of 1986, as
amended.

"ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.

"GAAP" shall mean generally accepted accounting
principles as applicable in the United States, consistently
applied.

"GOVERNMENT" shall mean any federal, state, local,
municipal, or foreign government or any department, commission,
board, bureau, agency, instrumentality, unit, or taxing authority
thereof.

"LIABILITY" shall mean any liability or obligation
whether known or unknown, asserted or unasserted, absolute or
contingent, accrued or unaccrued, liquidated or unliquidated and
whether due or to become due, including any liability for Taxes.

<PAGE>
"LIEN" shall mean any mortgage, pledge, hypothecation,
security interest, encumbrance, lien or charge of any kind, or
any rights of others, however evidenced or created (including any
agreement to give any of the foregoing, any conditional sale or
other title retention agreement, any lease in the nature thereof,
and the filing of or agreement to give any financing statement
under the Uniform Commercial Code of any jurisdiction).

"ORDERS" shall mean all applicable orders, writs,
judgments, decrees, rulings and awards of any Forum.

"PARENT AFFILIATED GROUP" shall mean the affiliated
group (as defined in Code section 1504(a)) of corporations
including Parent, HTHF and Companies that file a consolidated
federal income Tax Return pursuant to Code section 1502 and the
Treasury Regulations pursuant thereto.

"PERSON" shall mean and include an individual, a
partnership, a joint venture, a corporation, a limited liability
company, a trust, an unincorporated association or organization,
and a Government.

"REPRESENTATIVE" of a party shall mean such party's
directors, officers, employees, agents, accountants, lenders,
lawyers, investment bankers, and other financial or professional
advisors or consultants.

"SUBSIDIARY" shall mean any corporation with respect to
which a specified Person (or a Subsidiary thereof) owns a
majority of the common stock or has the power to vote or direct
the voting of sufficient securities to elect a majority of the
directors.

"TAX RETURN" shall mean any return, declaration, report, claim
for refund, or information return or statement relating to Taxes,
including any schedule or attachment thereto, and including any
amendment thereof.

12.2 INDEX OF DEFINITIONS.

The definitions for the following defined terms used in
this Agreement can be found as follows:
<PAGE>
Defined Term Paragraph or Article
- ------------- --------------------
Business Recital
Closing
Employee Company Pension Benefit Plans 2.20(e)
Closing Date 1.2
CMK Recitals
Companies Recitals
Contracts 2.13
Disclosed Liabilities 2.7
ERISA Parent Plan 2.20(a)
ERISA Plan 2.20(a)
Housecall Preamble
HCR Recitals
HFI Recitals
HTHF Preamble
Indemnified Losses 8.3
Indemnitees 8.3
Indemnitors 8.3
Information 4.2(a)
Interim Statements 4.9
Leased Real Property 2.11(e)
Parent Plan or Plans 2.20(a)
Plan or Plans 2.20
Purchase Price 1.1
Purchaser Preamble
Purchaser Indemnified Losses 8.1
Purchaser Indemnitees 8.1
Purchaser Indemnitors 8.1
Real Property 2.11(a)
Real Property Documents 2.11(b)
Real Property Improvements 2.11(e)
Reference Date 2.7
Related Parties 2.24
Seller Preamble
Seller Indemnified Losses 8.2
Seller Indemnitees 8.2
Service Areas 4.4(a)
Shares Recitals
Significant Customers 2.15
Subsidiary Shares Recitals
Survival Period 9
Unaudited Balance Sheet 2.20
Unaudited Financial Statements 2.6
Unaudited Interim Financial Statements 2.6
Unaudited Year-end Financial Statements 2.6

[Signatures appear on following page]

<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.

HFI ACQUISITION CORP.

By: /s/ Fred C. Follmer
Name: Fred C. Follmer
Title: Vice President

HF HOLDINGS, INC.

By: /s/ R.S. Williams
Name: R.S. Williams
Title: President

HTHF, INC.

By: /s/ R.S. Williams
Name: R.S. Williams
Title: President

HOME TECHNOLOGY HEALTHCARE, INC.

By: /s/ Robert C. Hilton
Name: Robert C. Hilton
Title: President

HOUSECALL MEDICAL RESOURCES, INC.
(As Guarantor)

By: /s/ Fred C. Follmer
Name: Fred C. Follmer
Title: Chief Financial Officer

First Amendment to Share Purchase Agreement and
First Amendment to Acquisition Agreement

This First Amendment to Share Purchase Agreement and First
Amendment to Acquisition Agreement ("First Amendment") is entered
into to be effective as of the Closing Date (as defined in the
Acquisition Agreement) among the parties signatory hereto.

WHEREAS, the parties hereto have entered into a Share
Purchase Agreement and an Acquisition Agreement dated May 13,
1997 (the Share Purchase Agreement and Acquisition Agreement with
all of their schedules, exhibits and lists are herein
collectively referred to as the "Agreements"); and

WHEREAS, the parties hereto have agreed to amend the
Agreements as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the consideration recited in the
Agreements, and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged, the
parties are to amend the Agreements as follows:

1. Notwithstanding anything in the Agreements to the
contrary, and, without limiting the foregoing, specifically in
substitution and replacement of subparagraph (d) of Paragraph 6.4
of the Acquisition Agreement, Woodson agrees that he shall not,
without the prior written consent of Parent, for his own account
or jointly or in combination with another, directly or
indirectly, for or on behalf of any Person, as principal, agent
or otherwise:

(i) for the period beginning May 13 1997 and ending at
5:00 p.m. EDT on May 13, 1999, solicit or attempt to solicit any
Person identified on Annex 1 attached hereto and incorporated
herein by reference, for the purpose of obtaining the patronage
of any such Person for the purchase of any products or services
included in the Restricted Business.

(ii) for the period beginning May 13, 1997 and ending at
5:00 p.m. EDT on May 13, 2001, solicit or attempt to solicit any
Person identified on Annex 1 attached hereto and incorporated
herein by reference, for the purpose of obtaining the patronage
of any such Person for the purchase of any products or services
included in the Restricted Business so long as there exists a
contractual relationship between a Member of the Group and such
Person which is like or comparable to the contractual
relationship existing as of May 13, 1997.

1<PAGE>
(iii) for the period beginning May 13, 1997 and ending
at 5:00 p.m. EDT on May 13, 1998, solicit or attempt to solicit
Hospice Preferred Choice, Columbia/HCA Healthcare Corporation or
Option Care, Inc. (or any franchisee of Option Care, Inc.), or
any of their respective Affiliates for the purpose of obtaining
the patronage of any such Person for the purchase of any products
or services included in the Restricted Business;

(iv) for the period beginning May 13, 1997 and ending at
5:00 p.m. EDT on November 13, 1997, solicit or attempt to solicit
Health Management Associates, Deaconess Hospital, Community
Health Systems, Paracelsus Healthcare Corporation, or any of
their respective Affiliates for the purpose of obtaining the
patronage of any such Person for the purchase of any products or
services included in the Restricted Business.

(v) for the period beginning May 13, 1997 and ending at
5:00 p.m. EDT on November 13, 2001, solicit or induce, any
individual who is employed by any Member of the Group to leave
such employment, whether or not such employment is pursuant to a
written contract with any Member of the Group.

2. Notwithstanding anything in the Share Purchase
Agreement and/or the Acquisition Agreement to the contrary, and
without limiting the foregoing specifically in reference to
subparagraph (e) of Paragraph 6.4 of the Acquisition Agreement,
the parties agree that subparagraph (e) of Paragraph 6.4 shall
not apply to Woodson.

3. (a) Acknowledgments. Woodson hereby covenants,
agrees and acknowledges as follows:

(i) Company and its Affiliates are engaged in the
business of providing home health care management, billing
and data processing, information systems, and consulting
services relating to the foregoing (collectively, the
"Business"). For purposes hereof, "home health care" means
home nursing and related services, hospice services,
infusion therapy services, respiratory therapy services, and
home medical equipment.

(ii) The Business of Company and its Affiliates
involves the development and use of confidential and
proprietary information that is not generally known and that
belongs to Company or its Affiliates or both, including,
without limitation, information pertaining to sales,
purchases, business plans, actual and prospective customers,
Woodson compensation programs, incentive plans, computer
programs, system documentation and related software
development, manuals, forms, formulas, processes, methods
and ideas, and all other confidential or proprietary
information which belongs to Company or its Affiliates or
both, or which relates to the affairs of Company or its
Affiliates or both (collectively hereinafter referred to as
"Proprietary Information"). The following information of
Company and its Affiliates shall not be considered
Proprietary Information for purposes of this Agreement: (A)
information which was generally known to and available for
use within the trade or by the public at the time of

2<PAGE>
disclosure to Woodson; (B) information which becomes
generally known to and available for use within the trade or
by the public other than as a result of a breach of
Woodson's duty of confidentiality hereunder; and (C)
information which was in the possession or knowledge of
Woodson (other than by virtue of his employment or ownership
relationship with a predecessor of Company) free of
confidentiality restrictions prior to the time of disclosure
of such information to Woodson by Company and its
Affiliates, or becomes available to Woodson from a third
party who or which is not bound by confidentiality
restrictions.

(iii) During his employment with Company, he has
had access to and has acquired the Proprietary Information
of Company and its Affiliates.

(iv) It is essential to the protection of the goodwill
of Company and its Affiliates and to the maintenance of the
competitive position of Company and its Affiliates that the
Proprietary Information be kept secret and Woodson not
disclose the Proprietary Information to others or use it for
Woodson's own advantage or the advantage of others.

(b) Non-Disclosure of Proprietary Information.
Woodson agrees to hold and safeguard the Proprietary Information
in trust for Company and shall not at any time hereafter disclose
or make available to anyone for use outside of the organization
of Company and its Affiliates, or use for his own benefit or for
the benefit of anyone other than Company, any of the Proprietary
Information, except as required by law or court order, subject to
the Company's right to prevent or limit such disclosure within
the bounds of the law or court order. For Proprietary
Information that does not rise to the level of a trade secret,
these limitations will expire one year from the date of the end
of Woodson's employment with Company for any reason.

(c) Return of Materials. Woodson acknowledges that he
has delivered to Company all originals and copies of documents or
other information relating or pertaining to the Business,
including all correspondence, drawings, blueprints, manuals,
forms, letters, notes, notebooks, reports, flowcharts, programs,
proposals and any documents pertaining to the actual or
prospective customers of the Company or its Affiliates, or
methods of conducting the Business and, without limiting the
foregoing, Woodson has delivered to Company any and all originals
and copies of all other documents or materials which contain or
constitute Proprietary Information.

4. Except as otherwise provided for in this paragraph, each of
the parties signatory to this First Amendment other than for
Woodson, on behalf of itself and its subsidiaries and affiliates,
and their respective shareholders, participants, officers,
directors, agents, employees and persons who directly or
indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with any corporate or
entity member thereof (collectively, the "Non-Woodson Parties")
hereby fully release, remise, acquit and forever discharge
Woodson, his successors, legal representatives, heirs, legatees
and personal representatives, on behalf of itself and its
subsidiaries and affiliates, and their respective officers,

3<PAGE>
directors, agents from any and all: claims, demands, actions,
causes of action, damages, obligations, losses and expenses of
any kind or nature arising out of any acts, omissions,
transactions, transfers, happenings, violations, promises,
contracts, guaranties, agreements, facts or situations of any
kind or nature which occurred or existed at any time immediately
prior to consummation of the execution and delivery of the Share
Purchase Agreement, the Acquisition Agreement, and this
Amendment, whether or not now known or suspected or claimed,
whether the law, admiralty, arbitration, administrative, equity
or otherwise, and whether accrued or hereafter maturing
(collectively, the "Prior Events"). Woodson, on his own behalf
and on behalf of his successors, legal representatives, heirs,
legatees and personal representatives, does hereby fully release,
remise, acquit and forever discharge the Non-Woodson Parties from
any and all Prior Events. Notwithstanding anything in this
Amendment to the contrary, no party shall be released from any
liability that he or it may have resulting from or arising out of
the Share Purchase Agreement, the Acquisition Agreement, and the
Guaranty, of even date herewith, and this Amendment, executed and
delivered by Woodson and the other signatories thereto in favor
of Housecall Medical Resources, Inc. and HFI Acquisition Corp.,
or any liability he or it may have resulting from or arising out
of any other agreements executed by Woodson and any or all of the
Non-Woodson Parties in connection therewith.

5. Contemporaneously with the execution and delivery of
this Amendment, the Non-Woodson Parties have paid, and Woodson
acknowledges receipt of, severance pay equal to 90 days salary
(being $33,063).

6. Effective immediately, Woodson's employment with HFI
Management, Inc. and its affiliates is terminated.

7. [INTENTIONALLY OMITTED]

8. Except as may be expressly provided for herein to the
contrary, the terms, conditions, covenants, agreements and
indemnities of the parties contained in the Share Purchase
Agreement, the Acquisition Agreement, the Guaranty, and all of
the other documents, agreements, and instruments executed and
delivered in connection therewith shall continue in full force
and effect in accordance with their terms.

9. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original, and
all of which together shall be considered one and the same. This
Amendment shall be governed by the internal laws of the State of
Georgia.

10. Copies of all notices required under the Agreements
will be mailed to Woodson at P.O. Box 1838, LaFollette, TN
37766.

4<PAGE>
IN WITNESS WHEREOF, the parties have executed this First
Amendment to Share Purchase Agreement and First Amendment to
Acquisition Agreement simultaneous with the execution and
delivery of the Amendments.

HFI ACQUISITION CORP.

By: /s/ Daniel J. Kohl
Name: Daniel J. Kohl
Title: Vice President

HOUSECALL MEDICAL RESOURCES, INC.

By: /s/ Daniel J. Kohl
Name: Daniel J. Kohl
Title: Vice President

HF HOLDINGS, INC.

By:/s/ Robert S. Williams
Name: Robert S. Williams
Title: President

HTHF, INC.

By:/s/ Robert S. Williams
Name: Robert S. Williams
Title: President

HOME TECHNOLOGY HEALTHCARE, INC.

By: /s/ [unreadable]
Name:________________________
Title:_______________________

5<PAGE>

CONTINENTAL ILLINOIS VENTURE
CORPORATION

By: /s/ Christopher J. Perry
Print Name: Christopher
J. Perry
Title: President

(CORPORATE SEAL)

/s/ Avy H. Stein
AVY H. STEIN

/s/ John R. Willis
JOHN R. WILLIS

/s/ Marcus D. Wedner
MARCUS D. WEDNER

/s/ Daniel G. Helle
DANIEL G. HELLE

/s/ Robert C. Hilton
ROBERT C. HILTON

/s/ Michael Carver
MICHAEL CARVER

/s/ Derrick Nance
DERICK NANCE

/s/ R. Steven William
R. STEVEN WILLIAMS

/s/ Robert L. Woodson III
ROBERT L. WOODSON III

6
<PAGE>
ANNEX 1

1. Client: Statesboro HMA d/b/a Bulloch Memorial Hospital
Location: Abbeville, South Carolina
Date: 10/01/95

2. Client: Galen-Med, Inc. d/b/a Clinch Valley Medical Center
Location: Richlands, Virginia
Date: 7/18/94, amended 6/1/95

3. Client: Paracelsus Macon County Medical Center d/b/a Flint River
Community Hospital
Location: Montezuma, Georgia
Date: 8/1/96

4. Client: Greenview Hospital, Inc.
Location: Bowling Green, Kentucky
Date: 3/1/95, amended 3/2/95, 5/15/95

5. Client: Galen-Med, Inc. d/b/a Lakeland Medical Center
Location: New Orleans, Louisiana
Date: 12/8/94

6. Client: Morristown-Hamblen Hospital Association, Inc. d/b/a
Morristown-Hamblen Hospital
Location: Morristown, Tennessee
Date: 12/28/94

7. Client: HCA-Raleigh Community Hospital
Location: Raleigh, North Carolina
Date: 8/14/95

8. Client: Riverview Regional Medical Center
Location: Gadsen, Alabama
Date: 6/1/95

9. Client: Hospital Corporation of Tennessee d/b/a Volunteer General
Hospital
Location: Martin, Tennessee
Date: 4/1/95, amended 2/10/97

10. Client: Abbeville County Memorial Hospital
Location: Abbeville, South Carolina
Date: 10/1/95

1<PAGE>
11. Client: National Healthcare of Cleveland d/b/a Cleveland Community
Hospital
Location: Cleveland, Tennessee
Date: 6/21/96

12. Client: Davis Community Hospital
Location: Statesville, North Carolina
Date: 11/1/95

13. Client: Presbyterian Orthopedic Hospital
Location: Charlotte, North Carolina
Date: 11/1/96

14. Client: Springhill Medical Center
Location: Springhill, Louisiana
Date: 8/15/95

15. Client: Highsmith-Rainey Memorial Hospital
Location: Fayetteville, North Carolina
Date: 11/1/96
Note:: Inactive. Hospital did not establish HHA.

16. Client: Home Care of Columbia, Inc. (Consulting and Computer
Services Agreement)
Date: 1/1/97
Services: Consulting and computer services.

17. Client: Columbia/HCA Healthcare Corporation, Kentucky Division
(Consulting Services
Agreement)
Date: 12/1/95
Services: CON consulting for Kentucky hospitals.
Note: Completed assigned duties. Inactive.

18. Client: Marathon HMA, Inc. d/b/a Fishermen's Hospital (Consulting
Services Agreement)
Date: 5/13/96
Services: Operational HHA consulting.
Note: Inactive. Completed assigned duties.

19. Client: Georgia Baptist Health Care System (Consulting Services
Agreement)
Date: 7/27/95
Services: Reimbursement Consulting.
Note: Inactive. Completed services.

20. Client: Hugh Chatham Memorial Hospital (Transitional Consulting
Services Agreement)
Date: 2/26/96
Services: Transitional consulting.
Note: Inactive. Completed assigned duties.

2<PAGE>
21. Client: Keystone Home Health Management, Inc. (Consulting Services
Agreement)
Date: 8/11/95
Services: Provide positioning services in North Texas market.

22. Client: Princeton Community Hospital (Consulting Services Agreement)
Date: 5/23/96
Services Operational and development consulting.

23. Client: Baptist Memorial Health Care System (Consulting Services
Agreement)
Date: 12/13/96
Services Start-up consulting.

24. Client: Youngs Medical Equipment, Inc.
Date: 3/14/97
Services Agency assessment.

25. Client: Rockwall Drug, Inc.
Date: 4/7/97
Services Agency assessment.

26. Client: Keystone Home Health Management, Inc.
Date: 10/25/95
Services Consult and prepare strategic business plan New Orleans
market.

27. Client: Option Care Cincinnati
Date:
Services

28. Client: Option Care Miami
Date:
Services:

29. Client: Option Care Billingham
Date:
Services

30. Client: Hospice Preferred Choice San Jose
Date:
Services

31. Client: Hospice Preferred Choice Santa Cruz
Date:
Services

3<PAGE>
32. Client: Hospice Preferred Choice Merced
Date:
Services

33. Client: Hospice Preferred Choice Atlanta
Date:
Services

32. Client: Concerned Care, Inc. d/b/a Concerned Care Home Health
Location:
Date: 10/4/96

33. Client: Preferred Home Health Services, Inc.
Location:
Date: 2/6/97

34. Client: Sterling Home Health Care, Inc.
Location:
Date: 2/26/97

35. Client: Quality of Life Services, Inc.
Location:
Date:

36. Client: Staff Builders
Location: Gretna, Louisiana
Date:

37. Client: Central Florida Home Health Agency, Inc.
Location:
Date: 3/17/97

38. Client: Home Care Options Inc. (Owners executed Guaranty Agreement)
Location:
Date: 2/11/97, amended 2/27/97. Assigned to Option Care, Inc.
4/29/97

39. Client: Moberly Regional Medical Center
Service: HFI retained to locate potential HHA acquisition targets.
Date: 1/27/97

40. Client: Galen of Kentucky, Inc. d/b/a Lake Cumberland Regional
Hospital
Location: Somerset, Kentucky
Date: 2/9/94, amended 1/1/95

41. Client: Galen of Kentucky, Inc. d/b/a Lake Cumberland Regional
Hospital
Location: Somerset, Kentucky
Date: 2/9/94

42. Client: Clinch Valley Medical Center
Location: Richlands, Virginia
Date: 7/16/94 (Amended 1/1/95)

4<PAGE>
43. Client: Galen Hospital Illinois d/b/a Michael Reese Hospital and
Medical Center
Location: Chicago, Illinois
Date: 11/13/95, amended 7/31/96

44. Client: Chicago Grant Hospital, Inc. d/b/a Grant Hospital
Location: Chicago, Illinois
Date: 11/13/95, amended 7/31/96

45. Client: Columbia/HCA Development, Inc. d/b/a Columbia Chicago
Osteopathic Hospital and Medical Center
Location: Chicago, Illinois
Date: 11/13/95, amended 7/31/96

46. Client: Suburban Medical Center at Hoffman Estates, Inc. d/b/a
Hoffman Estates Medical Center
Location: Hoffman Estates, Illinois
Date: 10/1/94, amended 7/31/96

47. Client: Columbia LaGrange Hospital, Inc. d/b/a LaGrange Memorial
Hospital
Location: LaGrange, Illinois
Date: 10/1/95, amended 7/31/96

48. Client: Greenview Hospital
Location: Bowling Green, Kentucky
Date: 3/1/95, assigned and amended 3/2/95, 5/15/95

49. Client: Lakeland Medical Center
Location: New Orleans, Louisiana
Date: 12/8/94

50. Client: Morristown-Hamblen Hospital Association d/b/a Morristown
Hamblen Hospital
Location: Morristown, Tennessee
Date: 12/28/94

51. Client: Caring Health Professionals, Inc. d/b/a Rural Health Care
Services (Meadowview)
Location: Maysville, Kentucky
Date: 1/8/96

52. Client: Volunteer General Hospital
Location: Martin, Tennessee
Date: 4/1/95

53. Client: HCA Raleigh Community Hospital
Location: Raleigh, North Carolina
Date: 8/14/95

5<PAGE>
54. Client: Dodge City Healthcare Group, L.P. (Consulting Services
Agreement)
Location: Dodge City, Kansas
Date: 12/7/96

55. Client: Caring Health Professionals, Inc. d/b/a Rural Health Care
Services (Meadowview)
Location: Maysville, Kentucky
Date: 4/14/93

56. Client: Homecare of East Tennessee
Location: Knoxville, Tennessee
Date: 6/25/92, amended 11/17/93, 3/10/94, 3/6/95

57. Client: Russell Hospital
Russell Hospital Home Health
Location: Alexander City, Alabama

58. Client: Atmore Community Hospital
Atmore Community Hospital Home Health
Location: Atmore, Alabama

59. Client: DW McMillan Memorial Hospital
DW McMillan Home Health
Location: Brewton, Alabama

60. Client: J. Paul Jones Hospital
J. Paul Jones Home Health
Location: Camden, Alabama

61. Client: Washington County Infirmary
Infirmary Home Health of Washington County
Location: Chatom, Alabama

62. Client: Bryan W. Whitfield Memorial Hospital
Bryan W. Whitfield Memorial Hospital Home Health
Location: Demopolis, Alabama

63. Client: Greene County Hospital
Greene County Hospital Home Health
Location: Eutaw, Alabama

64. Client: South Baldwin Hospital
South Baldwin Hospital Home Health
Location: Foley, Alabama

6<PAGE>
65. Client: Georgiana Doctors Hospital
Reliable Home Health Services, Inc.
Location: Georgiana, Alabama

66. Client: Grove Hill Hospital
Infirmary Home Health of Clarke County
Location: Grove Hill, Alabama

67. Client: Guntersville-Arab Medical Center
Medical Center Home Health
Location: Albertville, Alabama

68. Client: Carraway Burdick West Memorial Hospital
Carraway Burdick West Home Health
Location: Haleyville, Alabama

69. Client: Monroe County Hospital
Monroe County Hospital Progressive Home Care
Location: Monroeville, Alabama

70. Client: Lawrence County Hospital
Lawrence Baptist Medical Center Home Health
Location: Moulton, Alabama

71. Client: Mizell Memorial Hospital
Mizell Memorial Home Health Care
Location: Opp, Alabama

72. Client: Community Hospital
Community Home Care
Location: Tallassee, Alabama

73. Client: Bullock County Hospital
Associates Home Health Services
Location: Union Springs, Alabama

74. Client: Wedowee Hospital
Wedowee Hospital Home Health
Location: Wedowee, Alabama

75. Client: Elmore Community Hospital
Elmore Community Hospital Home Health
Location: Wecumpka, Alabama

7<PAGE>
80. Client: Carraway Northwest Medical Center
Carraway Northwest Medical Center Home Health
Location: Winfield, Alabama

81. Client: Jay Hospital
Community Home Health Care
Location: Jay, Florida

82. Client: Madison County Memorial Hospital
Madison County Memorial Hospital Home Health
Location: Madison, Florida

83. Client: Union Hospital
TIP Home Health
Location: West Frankfort, Illinois

84. Client: Waterville Osteopathic Hospital
Inland Homecare
Location: Waterville, Maine

85. Client: Midlands Community Hospital
Midlands Home Health
Location: Papillion, Nebraska

86. Client: Boulder City Hospital
Boulder City Hospital Home Health Agency
Location: Boulder City, Nevada

87. Client: Barberton Citizens Hospital
Home Health Agency has not been named
Location: Barberton, Ohio

88. Client: Youngstown Osteopathic Hospital
RiverLake Home Health
Location: Youngstown, Ohio

89. Client: Metro Health Center
Home Health Agency has not been named
Location: Erie, Pennsylvania

90. Client: Memorial Hospital of Chattanooga
Memorial Hospital Home Health
Location: Chattanooga, Tennessee

91. Client: Tomball Regional Hospital
TRH Home Health
Location: Tomball, Texas

92. Client: Webster County Memorial Hospital
Webster County Memorial Hospital Home Health Agency
Location: Webster Springs, West Virginia

SECURITIES ACQUISITION AGREEMENT

THIS AGREEMENT is made and entered into as of the 13th day of
May, 1997, by and between HOUSECALL MEDICAL RESOURCES, INC., a
Delaware corporation ("COMPANY"); and R. STEVEN WILLIAMS, an
individual resident of the State of Tennessee ("WILLIAMS").

Background Statement

Williams is an executive employee of Healthfirst, Inc., a
Delaware corporation ("HFI") and HFI Management, Inc., a Delaware
corporation ("MANAGEMENT") and the sole general partner of HFI
Home Care Management, L.P., a Delaware limited partnership (the
"PARTNERSHIP").

Pursuant to that certain Acquisition Agreement, dated May
13, 1997, by and among Housecall Medical Resources, Inc., HFI
Acquisition Corp. and the other signatories thereto (the
"ACQUISITION AGREEMENT"), Williams shall receive the number of
shares of common stock of Company as described in and pursuant to
PARAGRAPH 3.2 of the Acquisition Agreement (the "SHARES"). As a
condition to the issuance of the Shares, the parties hereto are
required to execute and deliver this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. REPRESENTATIONS AND WARRANTIES OF COMPANY. To
induce Williams to enter into this Agreement, Company hereby
represents and warrants to, and covenants and agrees, with
Williams as follows:

(a) Company is duly organized, and validly existing
and in good standing under the laws of the State of
Delaware. Company has full corporate power and authority to
make, execute and perform this Agreement and the
transactions contemplated hereby. This Agreement and all
transactions required hereunder, have been duly and validly
authorized and approved by all necessary corporate action on
the part of Company. This Agreement has been duly and
validly executed and delivered on behalf of Company by its
duly authorized officers, and this Agreement constitutes the
valid and legally binding obligation of Company,
enforceable, subject to general equity principles, in
accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization or similar
laws affecting the rights of creditors generally. Neither
the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will
constitute a violation or breach of the certificate of
incorporation or the bylaws of Company or any provision of
any material contract or other instrument to which Company
is a party.

(b) The relative rights and privileges of Williams as
a shareholder of Company are as set forth in Company's
Certificate of Incorporation and By-laws, true, correct and
complete copies of which are attached hereto as EXHIBITS A
AND B, respectively.
<PAGE>
(c) The Shares are fully paid and nonassessable.

(d) The documents listed and identified on EXHIBIT C
attached hereto (collectively, the "SEC DOCUMENTS")
constitute all of the documents (other than preliminary
filings) that Company was required by applicable securities
Law to file with the Securities and Exchange Commission
("SEC") since June 30, 1996. The financial statements of
Company for fiscal years 1995 and 1996 included or
incorporated by reference in the SEC Documents were prepared
in accordance with GAAP and present fairly, in all material
respects, in accordance with GAAP, the consolidated
financial condition, results of operations and changes in
financial position of Company as of the dates thereof. No
representation, warranty or covenant of Company contained in
this Agreement, or in connection with the transactions
contemplated herein, contains any untrue statements of a
material fact or omits to state a material fact necessary to
make the statements contained herein not misleading.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF WILLIAMS. To
induce Company to enter into this Agreement and issue Shares to
Williams, Williams hereby represents and warrants to, and
covenants and agrees with Company, as follows:

(a) Williams has received (well in advance of the date
of this Agreement) and carefully reviewed the SEC Documents
and has relied only on the information contained therein.
Williams and his advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from
Company or persons acting on its behalf, concerning the
terms and conditions of the acquisition of Shares, and to
obtain additional information, to the extent possessed or
obtainable without unreasonable effort or expense by
Company, necessary to verify the accuracy of the information
in the SEC Documents. All such questions have been answered
to the full satisfaction of Williams. Williams acknowledges
that in making his decision to receive Shares, Williams is
relying solely on the information set forth in the SEC
Documents and the materials provided to Williams therewith,
and that Williams is not relying on any other materials
previously provided regarding Company, all of which are
superseded in their entirety by the SEC Documents. No oral
representations were made to Williams or his advisor(s) in
connection with the receipt of Shares which were in any way
inconsistent with the SEC Documents.

(b) Williams has such knowledge and experience in
financial and business matters as to enable him to (i)
utilize the information made available to him in connection
with the receipt of Shares, (ii) evaluate the merits and
risks associated with the receipt of Shares, and (iii) make
an informed decision with respect thereto.

(c) Williams (i) has adequate means of providing for
his current needs and possible contingencies, (ii) has no
need for liquidity in connection with the receipt of Shares,
(iii) is able to bear the economic risks associated with the
receipt of Shares for an indefinite period and has the
capacity to protect his own interests in connection with the
receipt of Shares, and (iv) can afford the complete loss of
the Average Price of the Shares, as that term is defined in
the Acquisition Agreement, received hereunder. Williams is

-2-<PAGE>
an "accredited investor" as that term is defined in Rule
501(a) of Regulation D promulgated pursuant to the
Securities Act of 1933, as amended (the "ACT").

(d) Williams recognizes that the receipt of Shares
involves certain risks.

(e) Williams understands that (i) the transfer of
Shares has not been registered under the Act, as amended, in
reliance upon exemptions from the registration provisions of
the Act, (ii) the Shares received by Williams must be held
indefinitely unless the sale or transfer thereof is
subsequently registered under the Act, or an exemption from
such registration is available, (iii) certificates
representing the Shares (and all replacements therefor) will
contain the legend set forth in EXHIBIT D attached hereto,
and (iv) Company will rely upon the representations and
warranties made by Williams in this Agreement in order to
establish such exemption from the registration provisions of
the Act.

(f) Williams understands that neither the offering nor
the transfer of Shares has been registered under the
securities laws of any state due to exemptions from
registration based upon the private or limited nature of the
offering, and that Company will rely upon the
representations and warranties made by Williams in this
Agreement in order to establish such exemptions from
registration under state securities laws.

(g) Williams will not transfer any Shares without
registration under the Act and applicable state securities
laws unless the transfer is exempt from registration under
the Act and such laws.

(h) The Shares are being received solely for Williams'
own account and not for the account of any other person, and
no other person has or will have a direct or indirect
beneficial interest in such Shares. The Shares are being
received for investment purposes only, and not for
distribution, assignment, sale or transfer to others.

(i) The foregoing representations, warranties and
covenants, and all other information which Williams has
provided to Company concerning Williams and Williams'
financial condition are true, complete and accurate as of
the date hereof.

SECTION 3. INDEMNIFICATION. Williams shall indemnify and
hold harmless Company, and any person, partnership, corporation
or entity affiliated in any manner with or employed by Company
(including without limitation the officers, directors, agents and
employees of Company and all professional advisors thereto), from
and against any and all loss, damage, liability or expense,
including costs and reasonable attorneys' fees, to which they may
become subject or which they may incur by reason of or in
connection with any misrepresentation made by Williams herein,
any breach of any of Williams' representations or warranties, or
the failure of Williams to fulfill any of his covenants or
agreements under this Agreement.

SECTION 4. ADOPTION OF BY-LAWS. Williams hereby adopts,
accepts and agrees to be bound by all the terms and provisions of

-3-<PAGE>
Company's By-laws and to perform all obligations therein imposed
upon a shareholder of Company with respect to the Shares received
hereunder.

SECTION 5. REGISTRATION RIGHTS.

(a) Piggyback Rights. If at any time prior to the
fifth anniversary of the date hereof, the Company shall prepare
and file one or more registration statements under the Act, with
respect to a public offering of shares of common stock by the
Company or by its security holders (other than a registration
statement on Form S-4, Form S-8 or any similar form considered
inappropriate for general use by selling shareholders), the
Company agrees to include in any such registration statement such
information as is required, and any Shares to be issued to
Williams pursuant to the Acquisition Agreement, whether or not
paid to him at such time, as may be requested by him, to permit a
public offering of the Shares so requested; provided, however,
that if, in the written opinion of the Company's managing
underwriter, if any, for such offering, the inclusion of the
Shares requested to be registered, when added to the securities
being registered by the Company or the selling security
holder(s), would exceed the maximum amount of the Company's
securities that can be marketed without otherwise materially and
adversely affecting the entire offering, then the Company may
exclude from such offering all or any portion of the Shares
requested to be so registered, but only if no securities are
included in such registration statement other than securities
being sold for the account of the Company or by Persons pursuant
to the exercise of "piggyback" registration rights granted prior
to the date hereof, and then only on a pro rata basis with
respect to all securities not being sold by the Company or by
Persons exercising such prior "piggyback" registration rights.
The Company shall bear all fees and expenses incurred by it in
connection with the preparation and filing of such registration
statement. In the event of such a proposed registration, the
Company shall furnish Williams not less than thirty (30) days'
written notice prior to the proposed or expected effectiveness
date of such registration statement. Such notice shall continue
to be given by the Company to Williams, with respect to
subsequent registration statements filed by the Company, until
such time as all of the Shares have been registered or may be
sold by Williams without registration under the Act or any
succeeding provision. Williams, as the holder of the Shares shall
exercise the rights provided for in this SECTION 5 by giving
written notice to the Company within twenty (20) days of written
receipt of the Company's notice provided for herein. The
registration provided for herein relates to the resale, after
issuance by the Company, of the Shares by Williams, and not to
the issuance by the Company of the Shares to Williams under the
Acquisition Agreement.

(b) Information to be Furnished by Williams. In
connection with the registration of the Shares, and as a
condition to the Company's obligations under subsection (a) of
this SECTION 5, Williams will furnish to the Company in writing
such information with respect to Williams and his proposed
disposition as shall be reasonably necessary in order to assure
compliance with the Act and with other federal and applicable
statement securities laws. Without limiting the generality of
the foregoing, in connection with an underwritten public
offering, if Williams elects such method of disposition, he shall
be required to enter into a written agreement with the managing

-4-<PAGE>
underwriter in such form and containing such provisions as is
customary in the securities business for such an arrangement, and
to complete and execute all questionnaires, powers of attorney,
indemnities, and other documents or instruments, all may be
reasonably required under such terms of the underwriting
arrangements.

(c) Expenses of Williams. All underwriting discounts
and selling commissions applicable to the sale of the Shares, as
well as fees and expenses of any counsel, accountant, or other
advisor to Williams, other than as relates to the registration
thereof pursuant to Section 5(a) of this Agreement, shall be
borne by Williams.

(d) Certain Restrictions. Notwithstanding anything to
the contrary contained in this SECTION 5, if there is a firm
commitment underwritten offering of securities for the Company
pursuant to a registration covering the Shares, and if Williams
does not elect to sell the Shares to the underwriters of the
Company's securities in connection with such offering, then
Williams (if requested by the managing underwriter) shall agree
to refrain from selling any of the Shares that are otherwise
registered pursuant to this SECTION 5 during the period in which
the underwriting syndicate, as such, participates in the after-
market. Williams shall, however, be entitled to sell such
securities, in any event, commencing on the 120th day after the
effective date of such registration statement, if then lawful to
do so under applicable securities Laws.

(e) Indemnification by Williams. In connection with a
registration of the Shares under the Act pursuant to this SECTION
5, the Company and Williams shall enter into customary
indemnification agreements with regard to losses, claims, damages
or liabilities arising therefrom. In addition, if such
registration relates to an underwritten offering, such
indemnification agreements shall include the underwriters thereof
as a party thereof.

Section 6. Miscellaneous.

() All notices, demands or other communications
required or permitted to be given or made hereunder shall be in
writing and (a) delivered personally, or (b) sent by pre-paid,
first class, certified or registered air mail, return receipt
requested, or (c) by an express courier service, or (d) by
facsimile transmission to the intended recipient thereof, at its
address or facsimile number set out below. Any such notice,
demand or communication shall be deemed to have been duly given
immediately (if given or made by confirmed facsimile), or three
days after mailing or the second day after delivery to an express
courier service, and in proving same it shall be sufficient to
show that the envelope containing the same was duly addressed,
stamped and posted (or that the envelope was delivered to the
express courier service), or that receipt of a facsimile was
confirmed by the recipient. The addresses and facsimile numbers
of the parties for purposes of this Agreement are:

(i) If to Company: Housecall Medical Resources, Inc.
1000 Abernathy Road
Building 400, Suite 1825
Atlanta, Georgia 30328
Facsimile No.: 770-395-9891
Attention: Chief Financial Officer

-5-<PAGE>
With a copy to: Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309
Facsimile No.: 404-815-6555
Attention: W. Randy Eaddy

(ii) If to Williams: R. Steven Williams
311 Weisgarber Rd. SW
Knoxville, Tennessee
Facsimile No.: 423-588-5414

With a copy to: Shawn M. Lyden, Esq.
500 First National Tower
Akron, Ohio 44308
Facsimile No.: 330-253-8601

Any party may change the address to which notices,
requests, demands or other communications to such parties shall
be delivered or mailed by giving notice thereof to the other
parties hereto in the manner provided herein.

(b) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all
of which shall constitute one and the same instrument.

(c) This Agreement supersedes all prior discussions
and agreements between the parties with respect to the subject
matter hereof, and this Agreement and the Acquisition Agreement
contain the sole and entire agreement among the parties with
respect to the matters covered hereby. This Agreement shall not
be terminated or otherwise altered or amended except by an
instrument in writing signed by or on behalf of the party
entitled to the benefit of the provision against whom enforcement
is sought.

(d) The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the
laws of the State of Georgia, without regard to conflicts of laws
principles.

(e) This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
heirs, executors, legal representatives, successors and assigns.

(f) All rights and restrictions contained herein may
be exercised and shall be applicable and binding only to the
extent that they do not violate any applicable Laws and are
intended to be limited to the extent necessary to render this
Agreement legal, valid and enforceable. If any term of this
Agreement, or part thereof, not essential to the commercial
purpose of this Agreement shall be held to be illegal, invalid or

-6-<PAGE>
unenforceable by a court of competent jurisdiction, it is the
intention of the parties that the remaining terms hereof, or part
thereof, shall constitute their agreement with respect to the
subject matter hereof, and all such remaining terms, or parts
thereof, shall remain in full force and effect. To the extent
legally permissible, any illegal, invalid or unenforceable
provision of this Agreement shall be replaced by a valid
provision which will implement the commercial purpose of the
illegal, invalid or unenforceable provision.

(g) Any term or condition of this Agreement may be
waived at any time by the party which is entitled to the benefit
thereof, but only if such waiver is evidenced by a writing signed
by such party. No failure on the part of any party hereto to
exercise, and no delay in exercising, any right, power or remedy
created hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or remedy by
any such party preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. No waiver by
any party hereto of any breach of or default in any term or
condition of this Agreement shall constitute a waiver of or
assent to any succeeding breach of or default in the same or any
other term or condition hereof.

(h) The headings of particular provisions of this
Agreement are inserted for convenience only and shall not be
construed as a part of this Agreement or serve as a limitation or
expansion on the scope of any term or provision of this
Agreement.

(i) Where the context requires, the use of the
singular form herein shall include the plural, the use of the
plural shall include the singular, and the use of any gender
shall include any and all genders.

(j) Williams shall not cancel, terminate or revoke
this Agreement (except as otherwise specifically permitted under
applicable state securities laws), and this Agreement shall
survive the death or disability of Williams and shall be binding
upon Williams' heirs, executors, administrators, successors and
assigns.

(k) Within ten (10) days (or such shorter period as
may be required in the circumstances) after the receipt of a
written request from Company, Williams shall provide such
information, and execute and deliver such documents, as
reasonably may be necessary to comply with any and all laws,
ordinances and regulations to which Company is subject.

(l) The representations and warranties of Williams set
forth herein shall survive the transfer of the Shares to Williams
pursuant to this Agreement.

<PAGE>
IN WITNESS WHEREOF, the parties have executed and
acknowledged this Agreement as of the date set forth below.

HOUSECALL MEDICAL RESOURCES,
INC.

By: /s/ Fred C. Follmer
Name Fred C. Follmer
Title Chief Financial Officer

/s/ R. Steven Williams
R. STEVEN WILLIAMS

409961338
Social Security Number

R. Steven Williams
Print or Type Name

Executed at: Atlanta, Georgia this 12th day of May, 1997.

Signed, sealed and delivered
in the presence of:

/s/ Gregory K. Cinnamon
Unofficial Witness

/s/ Maria H. Rainwater
Notary Public
(NOTARIAL SEAL)

My Commission expires: September 23, 2000

-8-

<PAGE>
EXHIBIT D

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"FEDERAL ACT"), OR ANY STATE SECURITIES LAW, AND HAVE BEEN
ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF
INVESTMENT AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY
EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER
APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER THE FEDERAL ACT AND ANY OTHER APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER SUCH ACT AND LAWS; IN THE CASE OF RELIANCE UPON AN
EXEMPTION, THE CORPORATION MUST HAVE RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT SUCH TRANSACTION IS EXEMPT AND
DOES NOT REQUIRE SUCH REGISTRATION OF THE SHARES.

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-07257) pertaining to the Housecall Medical
Resources, Inc. and its Subsidiaries 1996 Stock Option and Restricted
Stock Purchase Plan; Housecall Medical Resources, Inc. and its
Subsidiaries (1994) Stock Option and Restricted Stock Purchase Plan; and
Housecall Medical Resources, Inc. and its Subsidiaries Performance Stock
Option and Restricted Stock Purchase Plan of our report dated August 20,
1997, with respect to the combined financial statements of the
Healthfirst Entities (as described in Note 1 to the combined financial
statements) included in the Current Report on Form 8-K/A filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP

Atlanta, Georgia
August 20, 1997