CHARTER MEDICAL CORP, S-4/A, 1994-07-01

CHARTER MEDICAL CORP
S-4/A, 1994-07-01
HOSPITALS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1994

REGISTRATION NO. 33-53701

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

AMENDMENT NO. 1
TO
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

CHARTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 8060 58-1076937
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

577 Mulberry Street
Macon, Georgia 31298
(912) 742-1161
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------

See Table of Additional Registrants below.
------------------------

ROBERT W. MILLER, ESQ.
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303-1763
(404) 572-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------

COPY TO:
LAWRENCE W. DRINKARD, EXECUTIVE VICE PRESIDENT - FINANCE
Charter Medical Corporation
577 Mulberry Street
Macon, Georgia 31298
(912) 742-1161
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ADDITIONAL REGISTRANTS(1)

<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Ambulatory Resources, Inc. Georgia 58-1456102 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Atlanta MOB, Inc. Georgia 58-1558215 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Beltway Community Hospital, Inc. Texas 58-1324281 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
C.A.C.O. Services, Inc. Ohio 58-1751511 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
CCM, Inc. Nevada 58-1662418 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
CMCI, Inc. Nevada 88-0224620 1061 East Flamingo Road
Suite One
Las Vegas, NV 89119
(702) 737-0282
CMFC, Inc. Nevada 88-0215629 1061 East Flamingo Road
Suite One
Las Vegas, NV 89119
(702) 737-0282
CMSF, Inc. Florida 58-1324269 3550 Colonial Boulevard
Fort Myers, FL 33906
(813) 939-0403
CPS Associates, Inc. Virginia 58-1761039 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Alvarado Behavioral Health System, California 58-1394959 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Appalachian Hall Behavioral Health North Carolina 58-2097827 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Arbor Indy Behavioral Health Indiana 35-1916340 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Augusta Behavioral Health System, Georgia 58-1615676 3100 Perimeter Parkway
Inc. Augusta, GA 30909
(404) 868-6625
Charter Bay Harbor Behavioral Health Florida 58-1640244 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Beacon Behavioral Health System, Indiana 58-1524996 1720 Beacon Street
Inc. Fort Wayne, IN 46805
(219) 423-3651
Charter Behavioral Health System at Fair New Jersey 58-2097832 577 Mulberry Street
Oaks, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System at Hidden Maryland 52-1866212 577 Mulberry Street
Brook, Inc. Macon, GA 31298
(912) 742-1161
</TABLE>

i
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter Behavioral Health System at Los California 33-0606642 577 Mulberry Street
Altos, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System at Maryland 52-1866221 577 Mulberry Street
Potomac Ridge, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System at Maryland 52-1866214 577 Mulberry Street
Warwick Manor, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Georgia 58-1513304 240 Mitchell Bridge Road
Athens, Inc. Athens, GA 30604
(404) 546-7277
Charter Behavioral Health System of Texas 58-1440665 8402 Cross Park Drive
Austin, Inc. Austin, TX 78754
(512) 837-1800
Charter Behavioral Health System of Texas 76-0430571 577 Mulberry Street
Baywood, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Florida 58-1527678 577 Mulberry Street
Bradenton, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Canoga California 95-4470774 577 Mulberry Street
Park, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Georgia 58-1408670 3500 Riverside Drive
Central Georgia, Inc. Macon, GA 31209
(912) 474-6200
Charter Behavioral Health System of South Carolina 58-1761157 2777 Speissegger Drive
Charleston, Inc. Charleston, SC 29405-8299
(803) 747-5830
Charter Behavioral Health System of Virginia 58-1616917 2101 Arlington Boulevard
Charlottesville, Inc. Charlottesville, VA 22903-1593
(804) 977-1120
Charter Behavioral Health System of Illinois 58-1315760 4700 North Clarendon Avenue
Chicago, Inc. Chicago, IL 60640
(312) 728-7100
Charter Behavioral Health System of Chula California 58-1473063 577 Mulberry Street
Vista, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Missouri 61-1009977 200 Portland Street
Columbia, Inc. Columbia, MO 65201
(314) 876-8000
Charter Behavioral Health System of Corpus Texas 58-1513305 3126 Rodd Field Road
Christi, Inc. Corpus Christi, TX 78414
(512) 993-8893
Charter Behavioral Health System of Texas 58-1513306 6800 Preston Road
Dallas, Inc. Plano, TX 75024
(214) 964-3939
Charter Behavioral Health System of Indiana 35-1916338 577 Mulberry Street
Evansville, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Fort Texas 58-1643151 6201 Overton Ridge Blvd.
Worth, Inc. Fort Worth, TX 76132
(817) 292-6844
</TABLE>

ii
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter Behavioral Health System of Mississippi 58-1616919 East Lakeland Drive
Jackson, Inc. Jackson, MS 39208
(601) 939-9030
Charter Behavioral Health System of Florida 58-1483015 3947 Salisbury Road
Jacksonville, Inc. Jacksonville, FL 32216
(904) 296-2447
Charter Behavioral Health System of Indiana 35-1916342 577 Mulberry Street
Jefferson, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Kansas Kansas 58-1603154 8000 West 127th Street
City, Inc. Overland Park, KS 66213
(913) 897-4999
Charter Behavioral Health System of Louisiana 72-0686492 577 Mulberry Street
Lafayette, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Lake Louisiana 62-1152811 4250 Fifth Avenue, South
Charles, Inc. Lake Charles, LA 70605
(318) 474-6133
Charter Behavioral Health System of California 33-0606647 577 Mulberry Street
Lakewood, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Indiana 35-1916343 577 Mulberry Street
Michigan City, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Alabama 58-1569921 5800 Southland Drive
Mobile, Inc. Mobile, AL 36609
(205) 661-3001
Charter Behavioral Health System of New Hampshire 02-0470752 577 Mulberry Street
Nashua, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Nevada 58-1321317 7000 West Spring Mountain Road
Nevada, Inc. Las Vegas, NV 89180
(702) 876-4357
Charter Behavioral Health System of New New Mexico 58-1479480 5901 Zuni Road, SE
Mexico, Inc. Albuquerque, NM 87108
(505) 265-8800
Charter Behavioral Health System of California 58-1857277 101 Cirby Hills Drive
Northern California, Inc. Roseville, CA 95678
(916) 969-4666
Charter Behavioral Health System of Arkansas 58-1449455 4253 Crossover Road
Northwest Arkansas, Inc. Fayetteville, AR 72701
(501) 521-5731
Charter Behavioral Health System of Indiana 58-1603160 101 West 61st Avenue
Northwest Indiana, Inc. State Road 51
Hobart, IN 46342
(219) 947-4464
Charter Behavioral Health System of Kentucky 61-1006115 435 Berger Road
Paducah, Inc. Paducah, KY 42002-7609
(502) 444-0444
Charter Behavioral Health System of Illinois 36-3946945 577 Mulberry Street
Rockford, Inc. Macon, GA 31298
(912) 742-1161
</TABLE>

iii
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter Behavioral Health System of San California 58-1747020 577 Mulberry Street
Jose, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Georgia 58-1750583 1150 Cornell Ave
Savannah, Inc. Savannah, GA 31416
(912) 354-3911
Charter Behavioral Health System of California 58-1366605 577 Mulberry Street
Southern California, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Tampa Florida 58-1616916 4004 North Riverside Drive
Bay, Inc. Tampa, FL 33603
(813) 238-8671
Charter Behavioral Health System of Arkansas 71-0752815 577 Mulberry Street
Texarkana, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of the California 95-2685883 2055 Kellogg Drive
Inland Empire, Inc. Corona, CA 91720
(714) 735-2910
Charter Behavioral Health System of Ohio 58-1731068 1725 Timberline Road
Toledo, Inc. Maumee, Ohio 43537
(419) 891-9333
Charter Behavioral Health System of Arizona 86-0757462 577 Mulberry Street
Tucson, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Virginia 54-1703071 577 Mulberry Street
Virginia Beach, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of California 33-0606644 577 Mulberry Street
Visalia, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of District of Columbia 52-1866204 577 Mulberry Street
Washington, D.C., Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of Minnesota 41-1775626 577 Mulberry Street
Waverly, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System of North Carolina 56-1050502 3637 Old Vineyard Road
Winston-Salem, Inc. Winston-Salem, NC 27104
(919) 768-7710
Charter Behavioral Health System of Yorba California 33-0606646 577 Mulberry Street
Linda, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health Systems of Georgia 58-1900736 577 Mulberry Street
Atlanta, Inc. Macon, GA 31298
(912) 742-1161
Charter Brawner Behavioral Health System, Georgia 58-0979827 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter-By-The-Sea Behavioral Health Georgia 58-1351301 2927 Demere Road
System, Inc. St. Simons Island, GA 31522
(912) 638-1999
Charter Canyon Behavioral Health System, Utah 58-1557925 175 West 7200 South
Inc. Midvale, UT 84047
(801) 561-8181
</TABLE>

iv
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter Canyon Springs Behavioral Health California 33-0606640 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Centennial Peaks Behavioral Health Colorado 58-1761037 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Colonial Institute, Inc. Virginia 58-1492652 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Community Hospital, Inc. California 58-1398708 21530 South Pioneer Boulevard
Hawaiian Gardens, CA 90716
(310) 860-0401
Charter Community Hospital of Des Moines, Iowa 58-1523702 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Contract Services, Inc. Georgia 58-2100699 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Cove Forge Behavioral Health Pennsylvania 25-1730464 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Crescent Pines Behavioral Health Georgia 58-1249663 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Fairbridge Behavioral Health Maryland 52-1866218 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Fairmount Behavioral Health Pennsylvania 58-1616921 561 Fairthorne Avenue
System, Inc. Philadelphia, PA 19128
(215) 487-4000
Charter Fenwick Hall Behavioral Health South Carolina 57-0995766 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Financial Offices, Inc. Georgia 58-1527680 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Forest Behavioral Health System, Louisiana 58-1508454 9320 Linwood Avenue
Inc. Shreveport, LA 71106
(318) 688-3930
Charter Grapevine Behavioral Health Texas 58-1818492 2300 William D. Tate Ave.
System, Inc. Grapevine, TX 76051
(817) 481-1900
Charter Greensboro Behavioral Health North Carolina 58-1335184 700 Walter Reed Drive
System, Inc. Greensboro, NC 27403
(919) 852-4821
Charter Health Management of Texas, Inc. Texas 58-2025056 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Columbus, Inc. Ohio 58-1598899 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Denver, Inc. Colorado 58-1662413 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
</TABLE>

v
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter Hospital of Ft. Collins, Inc. Colorado 58-1768534 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Laredo, Inc. Texas 58-1491620 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Miami, Inc. Florida 61-1061599 11100 N.W. 27th Street
Miami, FL 33172
(305) 591-3230
Charter Hospital of Mobile, Inc. Alabama 58-1318870 251 Cox Street
Mobile, AL 36604
(205) 432-4111
Charter Hospital of Northern New Jersey, New Jersey 58-1852138 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Hospital of Santa Teresa, Inc. New Mexico 58-1584861 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of St. Louis, Inc. Missouri 58-1583760 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Torrance, Inc. California 58-1402481 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Indianapolis Behavioral Health Indiana 58-1674291 5602 Caito Drive
System, Inc. Indianapolis, IN 46226
(317) 545-2111
Charter Lafayette Behavioral Health Indiana 58-1603158 3700 Rome Drive
System, Inc. Lafayette, IN 47905
(317) 448-6999
Charter Lakehurst Behavioral Health New Jersey 22-3286879 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Lakeside Behavioral Health System, Tennessee 62-0892645 2911 Brunswick Road
Inc. Memphis, TN 38134
(901) 377-4700
Charter Laurel Heights Behavioral Health Georgia 58-1558212 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Laurel Oaks Behavioral Health Florida 58-1483014 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Linden Oaks Behavioral Health Illinois 36-3943776 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Little Rock Behavioral Health Arkansas 58-1747019 1601 Murphy Drive
System, Inc. Haumelle, AR 72118
(501) 851-8700
Charter Louisville Behavioral Health Kentucky 58-1517503 1405 Browns Lane
System, Inc. Louisville, KY 40207
(502) 896-0495
Charter Meadows Behavioral Health System, Maryland 52-1866216 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
</TABLE>

vi
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter MOB of Charlottesville, Inc. Virginia 58-1761158 1023 Millmont Avenue
Charlottesville, VA 22901
(804) 977-1120
Charter Medfield Behavioral Health System, Florida 58-1705131 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Medical -- California, Inc. Georgia 58-1357345 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical -- Clayton County, Inc. Georgia 58-1579404 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical -- Cleveland, Inc. Texas 58-1448733 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical -- Dallas, Inc. Texas 58-1379846 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical -- Long Beach, Inc. California 58-1366604 6060 Paramount Boulevard
Long Beach, CA 90805
(310) 220-1000
Charter Medical -- New York, Inc. New York 58-1761153 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical (Cayman Islands) Ltd. Cayman Islands 58-1841857 P.O. Box 1043
Swiss Bank Building
Caledonian House,
Georgetown, Grand Cayman,
Cayman Islands
(809) 949-0050
Charter Medical Executive Corporation Georgia 58-1538092 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical Information Services, Inc. Georgia 58-1530236 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical International, Inc. Cayman Islands applied for P.O. Box 1043
Swiss Bank Building
Caledonian House,
Georgetown, Grand Cayman,
Cayman Islands
(809) 949-0050
Charter Medical International, S.A., Inc. Nevada 58-1605110 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical Management Company Georgia 58-1195352 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical of East Valley, Inc. Arizona 58-1643158 2190 N. Grace Boulevard
Chandler, AZ 85224
(602) 809-8989
Charter Medical of England Limited United Kingdom applied for 111 Kings Road, Box 323
London SW3 4PB, England
</TABLE>

vii
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter Medical of North Phoenix, Inc. Arizona 58-1643154 6015 W. Peoria Avenue
Glendale, AZ 85311
(602) 878-7878
Charter Medical of Orange County, Inc. Florida 58-1615673 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical of Puerto Rico, Inc. Puerto Rico 58-1208667 1225 Ponce de Leon Avenue
Santuree, Puerto Rico 00907
(809) 723-8666
Charter Mental Health Options, Inc. Florida 58-2100704 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Mid-South Behavioral Health Tennessee 58-1860496 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Milwaukee Behavioral Health Wisconsin 58-1790135 11101 West Lincoln Avenue
System, Inc. West Allis, WI 53227
(414) 327-3000
Charter Mission Viejo Behavioral Health California 58-1761156 23228 Madero
System, Inc. Mission Viejo, CA 92691
(714) 830-4800
Charter North Behavioral Health System, Alaska 58-1474550 2530 DeBarr Road
Inc. Anchorage, AK 99508-2996
(907) 258-7575
Charter North Counseling Center, Inc. Alaska 58-2067832 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Northbrooke Behavioral Health Wisconsin 39-1784461 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Northridge Behavioral Health North Carolina 58-1463919 400 Newton Road
System, Inc. Raleigh, NC 27615
(919) 847-0008
Charter Northside Hospital, Inc. Georgia 58-1440656 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Oak Behavioral Health System, Inc. California 58-1334120 1161 East Covina Boulevard
Covina, GA 91724
(818) 966-1632
Charter Palms Behavioral Health System, Texas 58-1416537 1421 E. Jackson Avenue
Inc. McAllen, TX 78502
(512) 631-5421
Charter Peachford Behavioral Health Georgia 58-1086165 2151 Peachford Road
System, Inc. Atlanta, GA 30338
(404) 455-3200
Charter Pines Behavioral Health System, North Carolina 58-1462214 3621 Randolph Road
Inc. Charlotte, NC 28211
(704) 365-5368
Charter Plains Behavioral Health System, Texas 58-1462211 801 N. Quaker Avenue
Inc. Lubbock, TX 79408
(806) 744-5505
Charter Psychiatric Hospitals, Inc. Delaware 58-1852072 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
</TABLE>

viii
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter Real Behavioral Health System, Texas 58-1485897 8550 Huebner Road
Inc. San Antonio, TX 78240
(512) 699-8585
Charter Regional Medical Center, Inc. Texas 74-1299623 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Richmond Behavioral Health System, Virginia 58-1761160 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Ridge Behavioral Health System, Kentucky 58-1393063 3050 Rio Dosa Drive
Inc. Lexington, KY 40509
(606) 269-2325
Charter Rivers Behavioral Health System, South Carolina 58-1408623 2900 Sunset Boulevard
Inc. West Columbia, SC 29171
(803) 796-9911
Charter San Diego Behavioral Health California 58-1669160 11878 Avenue of Industry
System, Inc. San Diego, CA 92128
(619) 487-3200
Charter Serenity Lodge Behavioral Health Virginia 56-1703066 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Sioux Falls Behavioral Health South Dakota 58-1674278 2812 South Louise Avenue
System, Inc. Sioux Falls, SD 57106
(605) 341-8111
Charter South Bend Behavioral Health Indiana 58-1674287 6704 North Gumwood Drive
System, Inc. Granger, IN 46530
(219) 272-9799
Charter Springs Behavioral Health System, Florida 58-1517461 3130 S.W. 27th Avenue
Inc. Ocala, FL 32678
(904) 237-7293
Charter Springwood Behavioral Health Virginia 58-2097829 577 Mulberry Street
System, Inc. Macon, GA 31298
(912) 742-1161
Charter Suburban Hospital of Mesquite, Texas 75-1161721 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Terre Haute Behavioral Health Indiana 58-1674293 1400 Crossing Boulevard
System, Inc. Terre Haute, IN 47802
(812) 299-4196
Charter Thousand Oaks Behavioral California 58-1731069 150 Via Merida
Health System, Inc. Thousand Oaks, CA 91361
(805) 495-3292
Charter Tidewater Behavioral Virginia 54-1703069 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Treatment Center of Michigan 58-2025057 577 Mulberry Street
Michigan, Inc. Macon, GA 31298
(912) 742-1161
Charter Westbrook Behavioral Virginia 54-0858777 1500 Westbrook Avenue
Health System, Inc. Richmond, VA 23227
(804) 266-9671
Charter White Oak Behavioral Maryland 52-1866223 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
</TABLE>

ix
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Charter Wichita Behavioral Kansas 58-1634296 8901 East Orme
Health System, Inc. Wichita, KS 67207
(316) 686-5000
Charter Woods Behavioral Alabama 58-1330526 700 Cottonwood Road
Health System, Inc. Dothan, AL 36302
(205) 794-4357
Charter Woods Hospital, Inc. Alabama 58-2102628 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter of Alabama, Inc. Alabama 63-0649546 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter-Provo School, Inc. Utah 58-1647690 4501 North University Ave.
Provo, UT 84603
(801) 227-2000
Charterton/LaGrange, Inc. Kentucky 61-0882911 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Desert Springs Hospital, Inc. Nevada 88-0117696 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Employee Assistance Services, Inc. Georgia 58-1501282 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Florida Health Facilities, Inc. Florida 58-1860493 21808 State Road 54
Lutz, FL 33549
(813) 948-2441
Gulf Coast EAP Services, Inc. Alabama 58-2101394 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Gwinnett Immediate Care Center, Inc. Georgia 58-1456097 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
HCS, Inc. Georgia 58-1527679 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Holcomb Bridge Immediate Care Center, Inc. Georgia 58-1374463 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Hospital Investors, Inc. Georgia 58-1182191 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Mandarin Meadows, Inc. Florida 58-1761155 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Metropolitan Hospital, Inc. Georgia 58-1124268 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Middle Georgia Hospital, Inc. Georgia 58-1121715 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Pacific-Charter Medical, Inc. California 58-1336537 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
</TABLE>

x
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)

<TABLE>
<CAPTION>
ADDRESS INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER
EXACT NAME OF JURISDICTION OF I.R.S. EMPLOYER INCLUDING AREA CODE,
REGISTRANT AS SPECIFIED INCORPORATION IDENTIFICATION OF REGISTRANT'S PRINCIPAL
IN ITS CHARTER OR ORGANIZATION NUMBER EXECUTIVE OFFICES
- ------------------------------------------ -------------------- ---------------- ------------------------------------------
<S> <C> <C> <C>
Peachford Professional Network, Inc. Georgia 58-2100700 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Rivoli, Inc. Georgia 58-1686160 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Schizophrenia Treatment & Rehabilitation, Georgia 58-1672912 209 Church Street
Inc. Decatur, GA 30030
(404) 377-1986
Shallowford Community Hospital, Inc. Georgia 58-1175951 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Sistemas De Terapia Respiratoria S.A., Georgia 58-1181077 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Stuart Circle Hospital Corporation Virginia 54-0855184 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical of Florida, Inc. Florida 58-2100703 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Western Behavioral Systems, Inc. California 58-1662416 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
<FN>
- ------------------------------
(1) The Additional Registrants listed are wholly-owned subsidiaries of the
Registrant and are guarantors of the Registrant's 11 1/4% Senior
Subordinated Notes due 2004 and will be guarantors of the Registrant's
11 1/4% Series A Senior Subordinated Notes due 2004 to be issued pursuant
to the Exchange Offer described in the attached Registration Statement.
The Additional Registrants have been conditionally exempted, pursuant to
Section 12(h) of the Securities Exchange Act of 1934, from filing reports
under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended.
</TABLE>

xi
<PAGE>
ADDITIONAL REGISTRANTS(1) (CONTINUED)

CHARTER MEDICAL CORPORATION
CROSS-REFERENCE SHEET
FOR REGISTRATION STATEMENT ON FORM S-4
AND INFORMATION STATEMENT/PROSPECTUS

<TABLE>
<CAPTION>
ITEM CAPTION IN INFORMATION
NUMBER CAPTION STATEMENT/PROSPECTUS
- --------- -------------------------------------------------- ----------------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................... Facing Page of Registration Statement; Cross
Reference Sheet; Outside Front Cover Page of
Prospectus.
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Front and Outside Back Cover Pages of
Prospectus; Available Information.
3. Risk Factors, Ratio of Earnings to Fixed Charges
and Other Information............................ Summary; Investment Considerations; Certain Federal
Income Tax Consequences of the Exchange Offer; The
Exchange Offer; Selected Historical Consolidated
Financial and Statistical Data; Unaudited Pro Forma
Financial Information.
4. Terms of the Transaction.......................... Summary; Investment Considerations; The Exchange
Offer; Certain Federal Income Tax Consequences of
the Exchange Offer; Description of the New Notes;
Plan of Distribution.
5. Pro Forma Financial Information................... Summary; Capitalization; Selected Historical
Consolidated Financial and Statistical Data;
Unaudited Pro Forma Financial Information.
6. Material Contacts with the Company Being
Acquired......................................... Not Applicable.
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters.... Not Applicable.
8. Interests of Named Experts and Counsel............ Legal Matters; Experts.
9. Disclosure of Commission Position on In-
demnification for Securities Act Liabilities..... Not Applicable.
10. Information With Respect to S-3 Registrants....... Not Applicable.
11. Incorporation of Certain Information by Ref-
erence........................................... Not Applicable.
12. Information With Respect to S-2 or S-3
Registrants...................................... Not Applicable.
13. Incorporation of Certain Information by Ref-
erence........................................... Not Applicable.
</TABLE>
<PAGE>

ADDITIONAL REGISTRANTS(1) (CONTINUED)
<TABLE>
<CAPTION>
ITEM CAPTION IN INFORMATION
NUMBER CAPTION STATEMENT/PROSPECTUS
- --------- -------------------------------------------------- ----------------------------------------------------
<C> <S> <C>
14. Information With Respect to Registrants Other than
S-3 or S-2 Registrants........................... Summary; The Company; Investment Considerations; The
Acquisition; Capitalization; Selected Historical
Consolidated Financial and Statistical Information;
Target Hospital Selected Financial Information;
Unaudited Pro Forma Financial Information;
Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business;
Management; Executive Compensation; Security
Ownership of Certain Beneficial Owners and Manage-
ment; Certain Relationships and Related Trans-
actions; Index to Financial Statements; Financial
Statements.
15. Information With Respect to S-3 Companies......... Not Applicable.
16. Information With Respect to S-2 or S-3
Companies........................................ Not Applicable.
17. Information With Respect to Companies Other Than
S-2 or S-3 Companies............................. Not Applicable.
18. Information if Proxies, Consents or Authori-
zations are to be Solicited...................... Not Applicable.
19. Information if Proxies, Consents or Authori-
zations are not to be Solicited, or in an
Exchange Offer................................... Summary; Management; Security Ownership of Certain
Beneficial Owners and Management.
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

SUBJECT TO COMPLETION, DATED JULY 1, 1994

PROSPECTUS

$375,000,000

CHARTER MEDICAL CORPORATION

[LOGO] OFFER TO EXCHANGE ITS
11 1/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2004
FOR ANY AND ALL OF ITS OUTSTANDING
11 1/4% SENIOR SUBORDINATED NOTES DUE 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1994, UNLESS EXTENDED.

Charter Medical Corporation, a Delaware corporation ("Charter" or the
"Company"), hereby offers (the "Exchange Offer"), upon the terms and subject to
the conditions set forth in this Prospectus (the "Prospectus") and the
accompanying Letter of Transmittal (the "Letter of Transmittal"), to exchange
$1,000 principal amount of its 11 1/4% Series A Senior Subordinated Notes due
2004 (the "New Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement of
which this Prospectus is a part, for each $1,000 principal amount of its
outstanding 11 1/4% Senior Subordinated Notes due 2004 (the "Old Notes"), which
have not been registered under the Securities Act. The aggregate principal
amount of the Old Notes currently outstanding is $375,000,000. The form and
terms of the New Notes are the same as the form and terms of the Old Notes
except that (i) the New Notes have been registered under the Securities Act and,
therefore, will not bear legends restricting their transfer, (ii) holders of New
Notes will not be entitled to certain rights under the Registration Rights
Agreement (as defined), which rights will terminate when the Exchange Offer is
consummated, and (iii) the New Notes have been given a series designation to
distinguish them from the Old Notes. The New Notes will evidence the same debt
as the Old Notes (which they will replace) and will be issued under and be
entitled to the benefits of the indenture governing the Old Notes dated as of
May 2, 1994 (the "Indenture"). The Old Notes and the New Notes are sometimes
referred to herein collectively as the "Notes." See "The Exchange Offer" and
"Description of the New Notes."

The Company will accept for exchange and exchange any and all Old Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on
, 1994, unless extended by the Company in its sole discretion
(the "Expiration Date"). Tenders of Old Notes may be withdrawn at any time prior
to 5:00 p.m. on the Expiration Date. The Exchange Offer is subject to certain
customary conditions. See "The Exchange Offer." Old Notes may be tendered only
in integral multiples of $1,000.

The Old Notes were sold by the Company on May 2, 1994, in transactions that
were not registered under the Securities Act in reliance upon the exemption
provided in Section 4(2) of the Securities Act. The initial purchasers of the
Old Notes subsequently resold the Old Notes to "qualified institutional buyers"
in reliance upon Rule 144A under the Securities Act. Accordingly, the Old Notes
may not be reoffered, resold or otherwise transferred unless so registered or
unless an applicable exemption from the registration requirements of the
Securities Act is available. See "The Exchange Offer -- Purpose and Effect of
the Exchange Offer." The New Notes are being offered for exchange hereby to
satisfy certain obligations of the Company under the Exchange and Registration
Rights Agreement, dated April 22, 1994, among the Company and the initial
purchasers of the Old Notes (the "Registration Rights Agreement"). Based on
existing interpretations of the staff of the Division of Corporation Finance
(the "Staff") of the Securities and Exchange Commission (the "Commission") with
respect to similar transactions, the Company believes that New Notes issued
pursuant to the Exchange Offer in exchange for Old Notes may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder which is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act ), without compliance with the registration and
prospectus delivery requirements of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holders' business and such
holders are not engaged in, have no arrangement with any person to participate
in, and do not intend to engage in any public distribution of the New Notes.
Each broker-dealer that receives New Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a resale prospectus in
connection with any resale of such New Notes. The Letter of Transmittal which
accompanies this Prospectus states that by so acknowledging and by delivering a
resale prospectus, a broker-dealer will not be deemed to admit to be acting in
the capacity of an "underwriter" (within the meaning of Section 2(11) of the
Securities Act). This Prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of New Notes
received in exchange for Old Notes where such Old Notes were acquired by such
broker-dealer as a result of market-making or other trading activities. The
Company has agreed that, for a period of 180 days after the date on which the
Registration Statement of which this Prospectus is a part is first declared
effective, it will make this Prospectus available to any broker-dealer for use
in connection with any such resale. See "Plan of Distribution."

Holders of Old Notes whose Old Notes are not tendered and accepted in the
Exchange Offer will continue to hold such Old Notes and will be entitled to all
the rights and preferences and will be subject to the limitations applicable
thereto under the Indenture, and with respect to transfer, under the Securities
Act. The Company will not receive any proceeds from the Exchange Offer and will
pay all the expenses incurred by it incident to the Exchange Offer. Any Old
Notes not accepted for exchange for any reason will be returned without expense
to the tendering holders thereof as promptly as practicable after the expiration
or termination of the Exchange Offer. See "The Exchange Offer."

There is no public market for the Old Notes, although the Old Notes are
included in the Private Offerings, Resales and Trading through Automated
Linkages ("PORTAL") Market for trading among "qualified institutional buyers."
To the extent that Old Notes are tendered and accepted in the Exchange Offer,
the trading market for untendered and tendered but unaccepted Old Notes could be
adversely affected. The Company has been advised by the American Stock Exchange,
Inc. ("AMEX") that the New Notes have been approved for listing on AMEX, subject
to official notice of issuance. There can be no assurance that an active trading
market for the New Notes will develop after such listing.

The Notes are general unsecured obligations of the Company and are
subordinate in right of payment to all existing and future Senior Indebtedness
of the Company, which includes all the secured indebtedness of the Company, and
senior or PARI PASSU in right of payment to all existing and future subordinated
indebtedness. The Notes are fully and unconditionally guaranteed on an unsecured
senior subordinated basis by substantially all of the Company's existing
subsidiaries and certain subsidiaries created after the issuance of the Notes
(the "Guarantors"). The guarantees of the Notes by the Guarantors are
subordinate in right of payment to all Senior Indebtedness of the Guarantors and
senior or PARI PASSU in right of payment of all existing and future subordinated
indebtedness of the Guarantors. As of May 31, 1994, the principal amount
outstanding of Senior Indebtedness of the Company and the Guarantors was
approximately $147.3, which includes approximately $65.1 million of secured
indebtedness. Pursuant to the Indenture, the Company and the Guarantors may
create liens on any of their respective assets to secure Senior Indebtedness and
certain other types of indebtedness. The Indenture prohibits the Company and the
Guarantors from creating liens on any of their respective assets to secure
indebtedness that is PARI PASSU with or subordinated to the Notes, unless the
Notes are equally and ratably secured.

SEE "RISK FACTORS" FOR A DESCRIPTION OF CERTAIN RISKS TO BE CONSIDERED BY
HOLDERS WHO TENDER THEIR OLD NOTES IN THE EXCHANGE OFFER.

------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE>
[GRAPHIC]

This is a map of the United States (excluding Hawaii), showing the Charter
Medical Facilities and Target Hospitals.

NEW HAMPSHIRE RESIDENTS ONLY

Neither the fact that a registration statement or an application for a
license has been filed under Chapter 421-B of the New Hampshire Revised Statutes
with the State of New Hampshire nor the fact that a security is effectively
registered or a person is licensed in the State of New Hampshire constitutes a
finding by the Secretary of State that any document filed under Chapter 421-B of
the New Hampshire Revised Statutes is true, complete and not misleading. Neither
any such fact nor the fact that an exemption or exception is available for a
security or a transaction means that the Secretary of State has passed in any
way upon the merits or qualifications of, or recommended or given approval to,
any person, security or transaction. It is unlawful to make, or cause to be
made, to any prospective purchaser, customer or client any representation
inconsistent with the provisions of this paragraph.
<PAGE>
SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS PROSPECTUS. THIS SUMMARY IS NOT INTENDED TO BE COMPLETE AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO, AND SHOULD BE READ IN CONJUNCTION WITH, THE
DETAILED INFORMATION APPEARING ELSEWHERE, OR INCORPORATED BY REFERENCE IN, THIS
PROSPECTUS. ALL CAPITALIZED TERMS USED IN THIS PROSPECTUS WITHOUT A DEFINITION
ARE DEFINED AS SET FORTH BELOW UNDER THE CAPTION "DESCRIPTION OF THE NEW NOTES
- -- CERTAIN DEFINITIONS."

THE COMPANY

Most of the Company's hospitals are located in well-populated urban and
suburban communities in 26 primarily southern or western states of the United
States. In addition, the Company operates 120 outpatient centers staffed by
behavioral health professionals, 68 of the Company's hospitals operate partial
hospitalization programs, 40 of the Company's hospitals operate intensive
outpatient programs, and 14 hospitals offer residential treatment programs. The
Company's facilities provide a continuum of behavioral care for children,
adolescents and adults. These services include crisis stabilization; acute
psychiatric services; acute chemical dependency services; partial (day and
evening) hospitalization programs; intensive adolescent weekend services;
outpatient services; support group services and aftercare, including programs
such as ALCOHOLICS ANONYMOUS, NARCOTICS ANONYMOUS and OVEREATERS ANONYMOUS; and
residential treatment.

According to industry and government estimates, mental disorders affect
approximately 40 million American adults (22% of the adult population) each
year. Direct expenditures in 1990, the latest year for which data are available,
for the treatment of persons suffering from mental and substance abuse disorders
were approximately $67 billion. Management believes that a small percentage of
those who reportedly suffer from mental or substance abuse disorders receive
professional treatment. Management further believes that demand for behavioral
healthcare services should increase commensurate with an increase in the
percentage of persons who seek treatment for their behavioral health disorders.
Management anticipates that the percentage of persons who seek treatment will
increase because of a continuing decline in the social stigma associated with
behavioral disorders and a growing recognition by the government and employers
of the indirect costs (such as lost productivity, work and vehicular accidents,
and social welfare costs) of failing to treat such behavioral health disorders.

The Company's patient admissions increased 20.7% from 70,565 in fiscal 1991
to 85,158 in fiscal 1993. While admissions of behavioral healthcare patients
have grown, third-party payors have been imposing more stringent admission,
length of stay and reimbursement rate criteria. The average length of stay at
the Company's hospitals during fiscal 1991 was 20.4 days, compared to 15.8 days
during fiscal 1993, reflecting this trend. Total inpatient days also declined,
from 1,445,614 in fiscal 1991 to 1,350,835 in fiscal 1993, a decline of 6.6%.
Also, in recent years, reimbursement rate increases have failed to offset
increases in the cost of providing care. As a result, net revenue increased only
3.5% from fiscal 1991 to fiscal 1993, significantly less than the percentage
increase in patient admissions. In response to these industry trends, the
Company (i) developed a wider array of outpatient services, such as partial
hospitalization, intensive outpatient and

1
<PAGE>

residential treatment programs; (ii) decentralized hospital management to
increase the Company's responsiveness to local market conditions; (iii) pursued
joint ventures and strategic affiliations with other healthcare providers; and
(iv) implemented more efficient operating and administrative expense controls.
As a result of the controls, operating and administrative expenses decreased
from $656.8 million in fiscal 1991 to $640.8 million in fiscal 1993, or 2.4%.

The Company's strategy is to become a nationwide integrated provider of
high-quality, cost-effective behavioral healthcare services. To implement this
strategy, management intends to expand the Company's partial hospitalization and
outpatient programs in its existing markets and to enter approximately 14 new
markets in the United States and Europe, in addition to the 16 new markets
entered into as a result of the Acquisition. The Company's ability to enter such
new markets will depend on whether or not, and how quickly, the Company is able
to identify facilities it may acquire in such markets. The Company does not, on
the date hereof, have an agreement to acquire any behavioral healthcare
facilities in any of the 14 new markets. Management also is seeking additional
strategic alliances with, and additional acquisitions of, group psychiatric
practices, mental health clinics, other behavioral healthcare providers and
behavioral managed-care firms. Management believes that this strategy will
enhance the Company's ability to obtain nationwide, area-wide and local
contracts to be the exclusive or a preferred provider of behavioral healthcare
services to major employers, third-party payors and managed-care firms.

The Company was reorganized pursuant to chapter 11 of the United States
Bankruptcy Code during fiscal 1992 (the "Reorganization"). Following the
Reorganization, the Company has focused on further reducing its long-term debt
and managing its core group of psychiatric hospitals. As of March 31, 1994, the
Company had repaid approximately $692.7 million of its approximately $1.1
billion post-Reorganization long-term debt. On September 30, 1993, the Company
sold ten of its general hospitals for approximately $338.0 million, the net
proceeds of which were applied to such repayment.

THE ACQUISITION

The Company has entered into two asset sale agreements (the "Asset Sale
Agreements") with NME providing for the purchase from NME of substantially all
of the assets of 36 psychiatric hospitals, eight chemical-dependency treatment
facilities, two residential treatment centers and one physician outpatient
practice (including related outpatient facilities and other associated assets,
the "Target Hospitals"). The aggregate purchase price for the Target Hospitals
under the Asset Sale Agreements is approximately $146.9 million in cash plus an
additional cash amount, estimated to be approximately $50.7 million, subject to
adjustment, for the net working capital of the Target Hospitals at the closing
of the Acquisition. As noted above, on June 30, 1994, the Company acquired 18 of
the Target Hospitals, seven chemical-dependency treatment facilities, one
residential treatment facility and the physician outpatient practice. The Target
Hospitals have an aggregate capacity of 3,496 licensed beds and are located in
20 states. During their fiscal year ended May 31, 1993, the Target Hospitals had
approximately 40,000 patient admissions and net revenue of approximately $407.5
million. The subsidiaries of the Company that own, or will own, the Target
Hospitals are Guarantors.

Management believes that the Acquisition will assist the Company in
implementing its strategy by increasing the Company's size, market position and
geographic coverage. For example, the Acquisition permits the Company to enter
16 new markets, including markets in the mid-Atlantic and northeastern United
States. Management also believes that the introduction to the Target Hospitals
of Charter's operating and financial control systems, continuum of care and
marketing efforts will increase the utilization and profitability of the Target
Hospitals. However, the Company has no assurance that it will be able to operate
the Target Hospitals profitably following the Acquisition. NME and certain of
its subsidiaries that own the Target Hospitals have been involved in significant
lawsuits and governmental investigations concerning possible improper practices
related principally to its psychiatric business. As a result of these past
practices, Charter's ability to operate the Target Hospitals profitably may have
been impaired. Furthermore, the Company could unknowingly employ NME personnel
who were involved in such wrongful activities. See "Risk Factors -- Risks
Related to Unsuccessful Operation of the Target Hospitals" and "-- Risks Related
to Past Practices of NME."

2
<PAGE>
Except for the combined financial statements of the Selected Psychiatric
Hospitals of National Medical Enterprises, Inc. included elsewhere in this
Prospectus, information contained herein regarding NME and the Target Hospitals
has been derived by the Company from information obtained by the Company during
its due diligence review of the Target Hospitals prior to executing the Asset
Sale Agreement. Except for the combined financial statements of the Selected
Psychiatric Hospitals of National Medical Enterprises, Inc., NME has not passed
upon the accuracy or adequacy of this Prospectus, which has been prepared by the
Company. Subject to certain conditions, the Company has agreed to indemnify NME
in connection with the offering of the securities made hereby.

The combined financial statements of the Selected Psychiatric Hospitals of
National Medical Enterprises, Inc. relate to all facilities to be acquired in
the Acquisition, including the facilities that have not yet been acquired.

THE OLD NOTES OFFERING

<TABLE>
<S> <C>
The Old Notes..................... The Old Notes were sold by the Company on May 2, 1994 in
a private placement (the "Offering") to accredited
investors (the "Initial Purchasers") pursuant to a
Purchase Agreement dated April 22, 1994 (the "Purchase
Agreement"). The Initial Purchasers subsequently resold
the Old Notes to "qualified institutional buyers"
pursuant to Rule 144A under the Securities Act. As of
the date of this Prospectus, all $375,000,000
outstanding principal amount of the Old Notes were
evidenced by global securities, registered in the name
of CEDE & Co., as nominee for The Depositary Trust
Company ("DTC"), and held by Marine Midland Bank as
securities custodian for CEDE & Co. As indicated
elsewhere in this Prospectus, the Old Notes have been
included in the PORTAL Market for trading among
"qualified institutional buyers" pursuant to Rule 144A
under the Securities Act.
Registration Rights Agreement..... Pursuant to the Purchase Agreement, the Company and the
Initial Purchasers entered into the Registration Rights
Agreement, which, among other things, grants the holders
of the Old Notes certain exchange and registration
rights. The Exchange Offer is intended to satisfy such
exchange rights, which rights will terminate upon
consummation of the Exchange Offer. See "The Exchange
Offer -- Purpose and Effect of the Exchange Offer."
The Financing Transactions........ Simultaneously with the sale of the Old Notes, the
Company amended and restated its existing credit
agreements with a group of financial institutions (as so
amended and restated, the "New Credit Agreement"). The
Company used the net proceeds from the sale of the Old
Notes and the initial borrowings pursuant to the New
Credit Agreement to refinance substantially all of the
Company's outstanding indebtedness and certain
indebtedness of its subsidiaries. The issuance of the
Old Notes, the borrowings pursuant to the New Credit
Agreement and the application of the proceeds thereof as
described in the preceding sentence and to finance the
Acquisition are referred to herein collectively as the
"Financing Transactions." See "Use of Proceeds."

THE EXCHANGE OFFER

Securities Offered................ $375,000,000 aggregate principal amount of 11 1/4%
Series A Senior Subordinated Notes due April 15, 2004
that have been registered pursuant to the Securities Act
(the "New Notes").
</TABLE>

3
<PAGE>

<TABLE>
<S> <C>
The Exchange Offer................ $1,000 principal amount of the New Notes in exchange for
each $1,000 principal amount of 11 1/4% Senior
Subordinated Notes due April 15, 2004 that have not been
registered pursuant to the Securities Act (the "Old
Notes"). As of the date hereof, $375,000,000 aggregate
principal amount of Old Notes is outstanding. The
Company will issue the New Notes to holders on or
promptly after the Expiration Date.
The New Notes are being offered for exchange hereby to
satisfy certain obligations of the Company under the
Registration Rights Agreement. Based on existing
interpretations of the Staff with respect to similar
transactions, the Company believes that New Notes issued
pursuant to the Exchange Offer in exchange for Old Notes
may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such
holder which is an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that such
New Notes are acquired in the ordinary course of such
holders' business and such holders are not engaged in,
have no arrangement with any person to participate in,
and do not intend to engage in, any public distribution
of the New Notes. Each broker-dealer that receives New
Notes for its own account pursuant to the Exchange Offer
must acknowledge that it will deliver a resale
prospectus in connection with any resale of such New
Notes. The Letter of Transmittal which accompanies this
Prospectus states that by so acknowledging and by
delivering a resale prospectus, a broker-dealer will not
be deemed to admit to be acting in the capacity of an
"underwriter" (within the meaning of Section 2(11) of
the Securities Act). This Prospectus, as it may be
amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New
Notes received in exchange for Old Notes where such Old
Notes were acquired by such broker-dealer as a result of
market-making or other trading activities. The Company
has agreed that, for a period of 180 days after the date
on which the Registration Statement of which this
Prospectus is a part is first declared effective it will
make this Prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of
Distribution."
Expiration Date................... 5:00 p.m., New York City time, on , 1994
unless the Exchange Offer is extended, in which case the
term "Expiration Date" means the latest date and time to
which the Exchange Offer is extended.
Accrued Interest on the New Notes
and Old Notes..................... Each New Note will bear interest from its date of
original issuance. Holders of Old Notes that are
accepted for exchange and exchanged for New Notes will
receive, in cash, accrued interest thereon to, but not
including, the original issuance date of the New Notes.
Such interest will be paid on the first interest pay-
ment date for the New Notes. Interest on the Old Notes
accepted for exchange and exchanged in the Exchange
Offer will cease to accrue on the date next preceding
the date of original issuance of the New Notes.
</TABLE>

4
<PAGE>

<TABLE>
<S> <C>
Conditions to the Exchange
Offer............................. The Exchange Offer is subject to certain customary
conditions, which may be waived by the Company. See "The
Exchange Offer -- Conditions."
Procedures for Tendering Old
Notes............................. Each holder of Old Notes wishing to accept the Exchange
Offer must complete, sign and date the accompanying
Letter of Transmittal, or a facsimile thereof, in
accordance with the instructions contained herein and
therein, and mail or otherwise deliver such Letter of
Transmittal, or such facsimile, together with the Old
Notes and any other required documentation to the
Exchange Agent (as defined) at the address set forth
herein. By executing the Letter of Transmittal, each
holder will represent to the Company that, among other
things, each holder of the Old Notes who wishes to
exchange its Notes for New Notes in the Exchange Offer
will be required to make certain representations to the
Company, including that (i) any New Notes to be received
by it will be acquired in the ordinary course of its
business, (ii) it has no arrangement with any person to
participate in a public distribution (within the meaning
of the Securities Act) of the New Notes, and (iii) it is
not an "affiliate," as defined in Rule 405 of the
Securities Act of the Company, or if it is such an
affiliate, that it will comply with the registration and
prospectus delivery requirements of the Securities Act
to the extent applicable to it. In addition, each holder
who is not a broker-dealer will be required to represent
that it is not engaged in, and does not intend to engage
in, a public distribution of the New Notes. Each holder
who is a broker-dealer and who receives New Notes for
its own account in exchange for Old Notes that were
acquired by it as a result of market-making activities
or other trading activities, will be required to
acknowledge that it will deliver a prospectus in
connection with any resale by it of such New Notes. The
Company has agreed that, for a period of 180 days after
the date on which the Registration Statement of which
this Prospectus is a part is first declared effective,
it will make this Prospectus available to any
broker-dealer for use in connection with any such
resales. For a description of the procedures for certain
resales by broker-dealers, see "Plan of Distribution."
See "The Exchange Offer -- Procedures for Tendering."
Untendered Old Notes.............. Following the consummation of the Exchange Offer,
holders of Old Notes eligible to participate and to
receive freely transferrable New Notes (based on
existing interpretations of the staff described
elsewhere in this Prospectus) but who do not tender
their Old Notes will not have any further registration
rights and such Old Notes will continue to be subject to
certain restrictions on transfer under the Securities
Act. Accordingly, the liquidity of the market for such
Old Notes could be adversely affected.
Shelf Registration Statement...... Pursuant to the Registration Rights Agreement, in the
event that applicable interpretations of the Staff do
not permit the Company to effect the Exchange Offer or
if for any other reason the Exchange Offer is not
consummated by August 31, 1994, or if the Initial
Purchasers so request with respect to Old Notes not
eligible to be exchanged for New Notes in the Exchange
Offer or if any holder of Old Notes is not eligible to
participate in the
</TABLE>

5
<PAGE>

<TABLE>
<S> <C>
Exchange Offer or does not receive freely tradeable New
Notes in the Exchange Offer, the Company will, at its
expense, (a) promptly file a shelf registration
statement (a "Shelf Registration Statement") permitting
resales from time to time of the Old Notes, (b) use its
best efforts to cause such registration statement to
become effective and (c) use its best efforts to keep
such registration statement current and effective until
three years from the date it becomes effective or such
shorter period that will terminate when all the Old
Notes covered by such registration statement have been
sold pursuant thereto. The Company, at its expense, will
provide to each holder of the Old Notes copies of the
prospectus that is a part of the Shelf Registration
Statement, notify each such holder when the Shelf
Registration Statement has become effective and take
certain other actions as are required to permit
unrestricted resales of the Old Notes from time to time.
A holder of Old Notes who sells such Old Notes pursuant
to the Shelf Registration Statement generally will be
required to be named as a selling security holder in the
related prospectus and to deliver a prospectus to
purchasers, will be subject to certain of the civil
liability provisions under the Securities Act in
connection with such sales and will be bound by the
provisions of the Registration Rights Agreement which
are applicable to such holder (including certain
indemnification obligations).
Special Procedures for Beneficial
Owners............................ Any beneficial owner whose Old Notes are registered in
the name of a broker, dealer, commercial bank, trust
company or other nominee and who wishes to tender its
Old Notes for exchange in the Exchange Offer should
contact such registered holder promptly and instruct
such registered holder to tender on such beneficial
owner's behalf. If such beneficial owner wishes to tend-
er on such beneficial owner's behalf, such owner must,
prior to completing and executing the Letter of
Transmittal and delivering its Old Notes, either make
appropriate arrangements to register ownership of the
Old Notes in such owner's name or obtain a properly
completed bond power from the registered holder. The
transfer of registered ownership may take considerable
time.
Guaranteed Delivery Procedures.... Holders of Old Notes who wish to tender their Old Notes
and whose Old Notes are not immediately available or who
cannot deliver their Old Notes, the Letter of
Transmittal or any other documents required by the
Letter of Transmittal to the Exchange Agent (or comply
with the procedures for book-entry transfer) prior to
the Expiration Date must tender their Old Notes accord-
ing to the guaranteed delivery procedures set forth in
"The Exchange Offer -- Guaranteed Delivery Procedures."
Withdrawal Rights................. Tenders may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.
Acceptance of Old Notes and
Delivery of New Notes............. The Company will accept for exchange and exchange any
and all Old Notes which are properly tendered in the
Exchange Offer and not withdrawn prior to 5:00 p.m., New
York City time, on the Expiration Date. The New Notes
issued pursuant to the
</TABLE>

6
<PAGE>

<TABLE>
<S> <C>
Exchange Offer will be delivered promptly following the
Expiration Date. See "The Exchange Offer -- Terms of the
Exchange Offer."
Federal Income Tax Consequences... The exchange pursuant to the Exchange Offer should not
be a taxable event for federal income tax purposes. See
"Federal Income Tax Consequences of the Exchange Offer."
Use of Proceeds................... There will be no cash proceeds to the Company from the
exchange pursuant to the Exchange Offer. See "Use of
Proceeds."
Exchange Agent.................... Marine Midland Bank.
</TABLE>

SUMMARY OF TERMS OF THE NEW NOTES

The form and terms of the New Notes are identical to the form and terms of
the Old Notes except that the New Notes have been registered under the
Securities Act and, therefore, will not bear legends restricting the transfer
thereof and except for the series designation. The New Notes will evidence the
same debt as the Old Notes and will be entitled to the benefits of the
Indenture. See "Description of the New Notes."

<TABLE>
<S> <C>
Maturity Date..................... April 15, 2004.
Interest Payment Dates............ April 15 and October 15, commencing October 15, 1994.
Guarantees........................ The New Notes will be fully and unconditionally
guaranteed on an unsecured senior subordinated basis by
the Guarantors. The guarantees of the New Notes by the
Guarantors will be subordinated in right of payment to
all Senior Indebtedness of the Guarantors and senior or
PARI PASSU in right of payment to all existing and
future subordinated indebtedness of the Guarantors. See
"Description of the New Notes -- Guarantees."
Ranking........................... The New Notes will be general unsecured obligations of
the Company, subordinate in right of payment to all
existing and future Senior Indebtedness and senior or
PARI PASSU in right of payment to all existing and
future subordinated indebtedness of the Company. The New
Notes and the guarantees thereof will be PARI PASSU in
right of payment with all Old Notes that are not
exchanged for New Notes pursuant to the Exchange Offer.
As of May 31, 1994, the aggregate outstanding principal
amount of Senior Indebtedness of the Company and the
Guarantors was approximately $147.3 million. The
Indenture will prohibit the Company from incurring,
assuming or guaranteeing any Indebtedness that is
subordinated to any Senior Indebtedness and senior in
right of payment to the New Notes.
Optional Redemption............... The New Notes will be redeemable for cash, at the option
of the Company, in whole or in part, on or after April
15, 1999, at the redemption prices set forth herein,
plus accrued interest. See "Description of the New Notes
-- Optional Redemption."
Change of Control................. Upon the occurrence of a Change of Control, holders of
the New Notes will have the option to require the
Company to repurchase their New Notes at a repurchase
price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest to the repurchase date.
The Company's ability to repurchase the New Notes
following a Change of Control will be dependent upon it
having sufficient cash therefor and the terms of its
then outstanding Senior Indebtedness. See "Description
of the New Notes -- Change of Control" and "Summary of
New Credit Agreement."
</TABLE>

7
<PAGE>

<TABLE>
<S> <C>
Certain Covenants................. The Indenture contains certain covenants, including
limitations on the ability of the Company and its
Restricted Subsidiaries to: (i) incur additional
indebtedness; (ii) incur indebtedness that is
subordinated to any Senior Indebtedness and senior in
right of payment to the New Notes; (iii) grant liens to
secure subordinated indebtedness; (iv) sell equity
interests in subsidiaries; (v) engage in transactions
with affiliates; (vi) make certain restricted payments;
(vii) apply the net proceeds of certain asset sales;
(viii) agree to payment restrictions affecting certain
subsidiaries; and (ix) engage in mergers, consolidations
and the transfer of all or substantially all of the
assets of the Company or its Restricted Subsidiaries to
another person.
Investment Considerations......... In evaluating the Exchange Offer, holders of Old Notes
should carefully consider the factors set forth under
the caption "Risk Factors" prior to determining whether
to participate in the Exchange Offer. Holders of the Old
Notes should also consider that such factors are also
generally applicable to the Old Notes.
</TABLE>

8
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER DAY AMOUNTS)

The following summary consolidated historical financial data of Charter have
been prepared from, and should be read in conjunction with, Charter's
consolidated financial statements for the year ended September 30, 1993 and
notes thereto, including the unaudited interim consolidated financial data for
the six months ended March 31, 1993 and 1994, set forth elsewhere in this
Prospectus. The summary selected consolidated pro forma financial data have been
prepared assuming that the Acquisition and the Financing Transactions occurred
on the first day of the period presented, in the case of the pro forma operating
data, and on the balance sheet date, in the case of the pro forma balance sheet
data. For an explanation of the adjustments and assumptions made to prepare the
pro forma financial data, see "Unaudited Pro Forma Financial Information."

<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31,
--------------------------------------
YEAR ENDED
SEPTEMBER 30, 1993 1993 1994
------------------------ ---------- ------------------------
ACTUAL PRO FORMA ACTUAL ACTUAL PRO FORMA
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net revenue....................................... $897,907 $1,284,127 $ 459,550 $ 421,427 $599,834
Operating and administrative expenses............. 640,847 966,652 323,367 305,589 453,042
Bad debt expense.................................. 67,300 82,937 34,870 32,288 40,981
Depreciation and amortization (2)................. 69,060 76,309 35,302 29,179 32,804
Interest, net..................................... 74,156 56,179 37,307 16,785 28,513
Net income (loss)................................. (52,227) (5,206) (26,915) (2,743) 1,402
OTHER FINANCIAL DATA:
EBITDA(1)......................................... 189,760 234,538 101,313 83,550 105,811
Ratio of EBITDA to interest, net(1)............... 2.56x 4.17x 2.72x 4.98x 3.71x
EBITDA as % of net revenue(1)..................... 21.1% 18.3% 22.0% 19.8% 17.6%
Cash flows provided by operating activities....... 89,958 NA 37,247 18,547 NA
Cash flows provided by investing activities....... 371,407 NA 27,465 3,218 NA
Cash flows used in financing activities........... (516,166) NA (100,032) (67,232) NA
SELECTED OPERATING DATA:
Number of psychiatric hospitals................... 74 120 78 75 121
Average licensed beds............................. 7,145 10,693 7,207 6,980 10,434
Total inpatient days(3)........................... 1,373,835 2,059,333 705,235 649,931 970,136
Total equivalent patient days(4).................. 1,481,221 2,228,414 755,057 712,485 1,068,937
Admissions........................................ 86,794 125,660 42,723 46,912 65,751
Average length of stay (days)..................... 15.8 16.2 16.3 13.9 14.6
Net revenue per equivalent patient day(5)......... $576 $556 $581 $557 $531
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1994
----------------------
ACTUAL PRO FORMA
--------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital(6)..................................................................... $ (18,532) $ 65,304
Property and equipment -- net.......................................................... 429,720 574,215
Total assets........................................................................... 768,056 1,006,258
Long-term debt and capital lease obligations........................................... 321,192 599,137
Stockholders' equity................................................................... 82,109 68,420
Ratio of long-term debt and capital lease obligations to EBITDA(1)(7).................. 1.9x 2.8x
<FN>
- ------------------------------
(1) Earnings before interest, income taxes, stock option expense, ESOP
expense, depreciation and amortization, discontinued operations and
extraordinary items. The Company believes that EBITDA provides useful
information regarding the Company's ability to service its debt payment
obligations; however, EBITDA does not represent cash flow from operations,
as defined by generally accepted accounting principles, and should not be
considered as a substitute for net income as an indicator of the Company's
operating performance or for cash flow as a measure of liquidity. The
ratios are shown as indicators of the Company's ability to meet its debt
service obligations.
(2) Includes amortization of reorganization value in excess of amounts
allocable to identifiable assets.
(3) Provision of care to one inpatient for one day.
(4) Inpatient days adjusted to reflect outpatient utilization, computed by
dividing patient revenue by inpatient revenue per day.
(5) Includes inpatient and outpatient revenue. Excludes revenue from
non-psychiatric operations.
(6) The Company had a working capital deficiency of $18.5 million at March 31,
1994, due primarily to the retention of liabilities for cost report
settlements for the general hospitals sold on September 30, 1993.
(7) This ratio is based on annualized EBITDA.
</TABLE>

9
<PAGE>
THE COMPANY

The Company was incorporated in 1969 under the laws of the State of
Delaware. The Company's principal executive offices are located at 577 Mulberry
Street, Macon, Georgia 31298, and its telephone number is (912) 742-1161. Unless
the context otherwise requires, the "Company" includes Charter Medical
Corporation and its subsidiaries.

RISK FACTORS

IN EVALUATING THE EXCHANGE OFFER, HOLDERS OF THE OLD NOTES SHOULD CAREFULLY
CONSIDER THE FOLLOWING FACTORS IN ADDITION TO THOSE DISCUSSED ELSEWHERE IN THIS
PROSPECTUS PRIOR TO ACCEPTING THE EXCHANGE OFFER. HOLDERS OF OLD NOTES SHOULD
ALSO CONSIDER THAT SUCH FACTORS ARE ALSO GENERALLY APPLICABLE TO THE OLD NOTES.
THE OLD NOTES AND THE NEW NOTES ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"NOTES."

LEVERAGE AND DEBT SERVICE. As of May 31, 1994, the ratio of the Company's
total long-term debt and capital lease obligations to EBITDA (as defined) was
approximately 3.0 to 1. The ratio of EBITDA (as defined) to net interest for the
eight months ended May 31, 1994, was approximately 5.0 to 1. The Indenture
permits the Company and its subsidiaries to incur additional indebtedness,
subject to certain limitations. The degree to which the Company is leveraged
could have important consequences to holders of the Notes, including: (a) a
significant portion of the Company's cash flow from operations must be dedicated
to the payment of principal and interest on indebtedness and (b) the Company's
leverage may make it more vulnerable to healthcare industry related or general
economic downturns and may limit its ability to withstand competitive pressures
or to take advantage of attractive business opportunities. The Company's ability
to make scheduled payments or to refinance its obligations with respect to its
indebtedness (including the Notes) depends on its financial and operating
performance, which, in turn, is subject to prevailing economic conditions, to
governmental healthcare policies and to financial, business, regulatory and
other factors beyond its control. There can be no assurance that the Company's
operating results will continue to be sufficient for payment of all of the
Company's indebtedness, including the Notes. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition" and "Unaudited Pro
Forma Financial Information."

SUBORDINATION. The New Notes will be senior subordinated obligations of the
Company and, as such, will be subordinated to all existing and future Senior
Indebtedness of the Company and the Guarantors, which include borrowings
pursuant to the New Credit Agreement in an amount not to exceed $300 million and
will rank PARI PASSU in right of payment with all Old Notes not exchanged for
New Notes pursuant to the Exchange Offer. As of May 31, 1994, the aggregate
outstanding principal amount of Senior Indebtedness of the Company and the
Guarantors was approximately $147.3 million. Upon the maturity of any Specified
Senior Indebtedness by lapse of time, acceleration (unless waived, rescinded or
annulled) or otherwise, all principal thereof, premium, if any, interest and
fees thereon and all other obligations with respect thereto shall first be paid
in full in cash, or such payment duly provided for, before any payment is made
on account of principal of, premium, if any, or interest on the Notes. In
addition, the Company may not pay principal of, premium, if any, or interest on
the Notes and may not acquire any Notes (including by means of redemption or
upon the occurrence of a Change of Control) for cash or property, if there has
been any default in the payment of principal of or interest on any Specified
Senior Indebtedness or in the payment of any letter of credit commission under
the New Credit Agreement, unless such default has been cured, waived or has
ceased to exist, or such Specified Senior Indebtedness has been discharged. In
addition, if any non-payment event of default exists with respect to any
Specified Senior Indebtedness pursuant to which the maturity of such Specified
Senior Indebtedness may be accelerated and certain other conditions are
satisfied, the Company may not make or otherwise provide for any payments on the
Notes for a designated period of time. Pursuant to the terms of certain Senior
Indebtedness, a non-payment default under such Senior Indebtedness could result
in (i) the acceleration of such Senior Indebtedness, (ii) the cessation of
funding under the New Credit Agreement, and (iii) the ability of holders of
certain Senior Indebtedness to stop payments of principal of, premium, if any,
and interest on the Notes. Upon any payment or distribution of assets of the
Company upon liquidation, dissolution, reorganization or any similar proceeding,
the holders of Senior Indebtedness of the Company and the Guarantors will be
entitled to receive payment in full before the holders of the Notes are entitled
to receive any payment. See "Description of the New Notes."

10
<PAGE>
The indebtedness outstanding pursuant to the New Credit Agreement (including
the guarantees thereof by the Guarantors) is secured by substantially all of the
real and personal property of the Company and its domestic subsidiaries (except
for the real property of the Target Hospitals and of subsidiaries formed after
the date of the New Credit Agreement, subject to certain exceptions), including
pledges of all or a portion of the capital stock of substantially all of the
Company's operating subsidiaries. The Notes and the guarantees thereof are not
secured. See "Summary of New Credit Agreement."

DEPENDENCE ON DISTRIBUTIONS FROM SUBSIDIARIES. The Company is a holding
company which derives substantially all of its operating income from its
subsidiaries. The Company must rely upon dividends and other payments from its
subsidiaries to generate the funds necessary to meet its obligations, including
the payment of principal of and interest on the Notes. The ability of the
Company's subsidiaries to make such payments may be restricted by, among other
things, applicable state corporate laws and other laws and regulations. See
"Description of the New Notes."

POSSIBLE UNENFORCEABILITY OF THE GUARANTEES. The holders of the Notes have
no direct claim against the subsidiaries other than the claim created by the
guarantees. The guarantees may be subject to legal challenge as constituting
fraudulent conveyances or for otherwise being given for inadequate
consideration. If such a challenge were upheld, the guarantees would be
invalidated and unenforceable. In addition, it is possible that holders of the
Notes would be ordered by a court to turn over to other creditors of the
Guarantors or to their trustees in bankruptcy all or a portion of the payments
made to them pursuant to the guarantees. To the extent that the guarantees are
not enforceable in amounts sufficient to satisfy the claims of the holders of
the Notes, the rights of holders of the Notes to participate in any distribution
of assets of any Guarantor upon liquidation, bankruptcy, reorganization or
otherwise may, as is the case with other unsecured creditors of the Company, be
subject to prior claims of creditors of that Guarantor.

RISKS RELATED TO UNSUCCESSFUL OPERATION OF THE TARGET HOSPITALS There can
be no assurance that the Company will be able to operate the Target Hospitals
profitably following the Acquisition. In this regard, the Company notes that NME
incurred net losses with respect to its operations of the Target Hospitals of
approximately $1.3 million and $23.1 million for its fiscal years ended May 31,
1992 and 1993, respectively, and of approximately $17.2 million and $117.9
million for its nine-month periods ended February 28, 1993 and 1994,
respectively. There can be no assurance that the Company will be able to reverse
the factors that caused the Target Hospitals to incur operating losses in such
periods.

RISKS RELATED TO PAST PRACTICES OF NME. NME and certain of its
subsidiaries, including those that own the Target Hospitals, have been involved
in significant lawsuits and governmental investigations concerning possible
improper practices related principally to its psychiatric business. NME has
settled a majority of the significant lawsuits and, on June 29, 1994, entered
into a settlement agreement with certain federal government agencies that
finalized all of its open investigations of NME.

The past practices of NME present the following risks for the Company:

(i) The Company's ability to operate the Target Hospitals profitably may
have been impaired because of the uncertainty caused by the lawsuits and
governmental investigations related to NME's past practices. Such
uncertainty may have adversely affected management and employee morale,
diverted management attention from operational matters and permitted the
Target Hospitals' competitors to use concerns about the past practices as a
means of attracting physicians and other referral sources. The Company has
no assurance that it will be able to reverse such impairment.

(ii) The Company intends to employ a significant number of managerial
employees who are now employed by NME in connection with the Target
Hospitals. While the Company is not aware that any employees it intends to
hire were involved in allegedly wrongful activities, it is possible that the
Company could unknowingly employ persons who were so involved. Such persons
could cause the Company to engage in practices of the type in which NME was
alleged to have participated in the past.

PREVIOUS BANKRUPTCY REORGANIZATION. The Company was reorganized pursuant to
chapter 11 of the United States Bankruptcy Code, effective on July 21, 1992.
Prior to the Reorganization, the Company's total indebtedness was approximately
$1.8 billion; and from February 1991 until July 1992, the Company was in default
in the payment of interest and principal, or both, on substantially all such
indebtedness. The

11
<PAGE>

indebtedness was incurred by the Company in connection with a management buyout
of the Company in 1988 and a hospital-construction program. There can be no
assurance that the Company will not be required to seek further protection
pursuant to the bankruptcy laws, due to the occurrence of factors beyond its
control and that it cannot now foresee. See "Capitalization" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

HISTORICAL OPERATING LOSSES. The Company experienced losses from continuing
operations before reorganization items, extraordinary item and cumulative effect
of a change in accounting principle of approximately $65.6 million, $322.3
million and $167.1 million for the fiscal years ended September 30, 1989, 1990
and 1991, respectively. Such losses amounted to approximately $81.7 million and
$8.1 million for the ten-month period ended July 31, 1992 and the two-month
period ended September 30, 1993, respectively. For the fiscal year ended
September 30, 1993, such loss amounted to approximately $39.6 million. The
Company's history of such losses could have an adverse affect on the Company's
operations.

REIMBURSEMENT BY THIRD-PARTY PAYORS. For the fiscal year ended September
30, 1993, the Company derived approximately 56% of its gross psychiatric patient
service revenue from private-pay sources (including HMO's, PPO's and Blue
Cross), 23% from Medicare, 15% from Medicaid and 6% from the Civilian Health and
Medical Program for the Uniformed Services ("CHAMPUS"). Changes in the mix of
the Company's patients among the private-pay, Medicare and Medicaid categories,
and among different types of private-pay sources, can significantly affect the
profitability of the Company's operations. Various cost-containment mechanisms
by both governmental and private third-party payors have begun to restrict the
scope and amount of reimbursable healthcare expenses. Therefore, there can be no
assurance that payments under governmental and private third-party payor
programs will remain at levels comparable to present levels or will, in the
future, be sufficient to cover the costs allocable to patients eligible for
reimbursement pursuant to such programs. In addition, there can be no assurance
that the Company's hospitals will continue to meet the requirements for
participation in such programs.

HEALTHCARE REFORM. On October 27, 1993, President Clinton submitted to
Congress comprehensive healthcare reform legislation (the "Administration's
Proposal"). At present, six other comprehensive reform proposals have been
introduced in the Congress, several of which are likely to be viewed by Congress
as significant alternatives to the Administration's Proposal. A central
component of the Administration's Proposal is the restructuring of health
insurance markets through the use of "managed competition." Under the
Administration's Proposal, states would be required to establish regional
purchasing cooperatives, known as "regional alliances," that would be the
exclusive source of insurance coverage for individuals and employers with fewer
than 5,000 employees. All employers would be required to make such coverage
available to their employees and contribute 80% of the premium, and all
individuals would be required to enroll in an approved health plan. Regional
alliances would contract with health plans that demonstrate an ability to
provide consumers with a broad range of benefits, including hospital services.
The federal government would provide subsidies to low income individuals and
certain small businesses to help pay for the cost of coverage. These subsidies
and other costs of the Administration's Proposal would be funded in significant
part by reductions in payments by the federal Medicare and Medicaid programs to
providers, including hospitals. The Administration's Proposal would also place
stringent limits on the annual growth in health-plan insurance premiums.

Certain aspects of the Administration's Proposal, such as reductions in
Medicare and Medicaid payments, if adopted, could adversely affect the Company's
business. Other aspects of the Administration's Proposal, such as universal
health insurance coverage, could have a positive impact on the Company's
business by reducing the amount of uncompensated care provided by the Company's
hospitals. No assurance can be given that any reform proposal will be adopted or
implemented or that any reform proposal which is ultimately adopted will not
have a material adverse effect on the Company's financial condition and results
of operations.

In addition to the Administration's Proposal and other federal reform
initiatives, state legislatures also have undertaken healthcare reform
initiatives independent of federal reform. The States of Maine, Florida,
California and Washington have adopted legislation based on managed competition.
It is not possible at this time to predict what, if any, reforms will be adopted
by these and other states, or when such reforms will be adopted and implemented.
No assurance can be given that any such reforms will not have a material adverse
effect upon the Company's revenues and earnings or upon the demand for the
Company's services.

12
<PAGE>
COMPETITION. Competition among hospitals and other healthcare providers for
patients has intensified in recent years. During this period, hospital occupancy
rates in the United States have declined as a result of cost containment
pressures, changing technology, changes in regulations and reimbursement,
changes in practice patterns from inpatient to outpatient treatment and other
factors. In areas in which the Company operates, there are other hospitals or
facilities that provide inpatient or outpatient services comparable to those
offered by the Company's hospitals. The competitive position of the Company's
hospitals also has been, and in all likelihood will continue to be, affected by
the increased initiatives undertaken during the past several years by federal
and state governments and other major purchasers of healthcare services,
including insurance companies and employers, to revise payment methodologies and
monitor healthcare expenditures in order to contain healthcare costs. In
addition, hospitals owned by governmental agencies or other tax-exempt entities
benefit from endowments, charitable contributions and tax-exemptions, the
advantages of which are not enjoyed by the Company's hospitals.

LIMITATIONS IMPOSED BY THE NEW CREDIT AGREEMENT. The New Credit Agreement
contains a number of restrictive covenants which, among other things, limit the
ability of the Company and its Restricted Subsidiaries to incur other
indebtedness, engage in transactions with affiliates, incur liens, make certain
restricted payments, enter into certain business combination and asset sale
transactions and limit capital expenditures. There can be no assurance that such
restrictions will not adversely affect the Company's ability to conduct its
operations or finance its capital needs or impair the Company's ability to
pursue attractive business and investment opportunities if such opportunities
arise. Under the New Credit Agreement, the Company is also required to maintain
certain specified financial ratios. Failure by the Company to maintain such
financial ratios or to comply with the restrictions contained in the New Credit
Agreement could cause such indebtedness (and by reason of cross-acceleration
provisions, other indebtedness) to become immediately due and payable and/or
could cause the cessation of funding under the New Credit Agreement. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources," and "Summary of the New Credit
Agreement." The Indenture contains certain restrictive covenants that are less
restrictive than those contained in the New Credit Agreement.

REGULATION. The federal government and all states in which the Company
operates regulate various aspects of the Company's business. Healthcare
facilities are subject to periodic inspection by governmental and other
authorities to ensure continued compliance with various standards, their
continued licensing under state law and certification under the Medicare and
Medicaid programs. Although the Company has not failed to obtain necessary
approvals or licenses in the past, the failure to obtain or renew any required
regulatory approvals or licenses in the future could adversely affect the
operations of the Company.

DEPENDENCE ON HEALTHCARE PROFESSIONALS. Physicians traditionally have been
the source of a majority of the Company's hospital admissions. Therefore, the
success of the Company's hospitals is dependent in part on the number and
quality of the physicians on the medical staffs of the Company's hospitals and
their admission practices. A small number of physicians account for a
significant portion of patient admissions at some of the Company's hospitals.
There can be no assurance that the Company can retain its current physicians on
staff or that additional physician relationships will be developed in the
future. Furthermore, hospital physicians are generally not employees of the
Company and in general the Company does not have contractual arrangements with
hospital physicians restricting the ability of such physicians to practice
elsewhere.

LIABILITY INSURANCE. In prior years, the Company self-insured against a
substantial portion of its general and professional liability risk, including a
self-insured deductible of $2 million per occurrence for the policy years ended
May 31, 1992 and 1993, of $2.5 million per occurrence for the policy years ended
May 31, 1990 and 1991, and of $3 million for the policy year ended May 31, 1989.
Effective for the policy year beginning on June 1, 1993, the Company eliminated
its self-insured deductible for psychiatric hospitals and reduced its
self-insured deductible to $1.5 million per occurrence for its general
hospitals, which were sold on September 30, 1993. The amount of expense relating
to the Company's malpractice insurance may materially increase or decrease from
year to year depending, among other things, on the nature and number of new
reported claims against the Company and amounts of settlements of previously
reported claims. To date, the Company has not experienced a loss in excess of
policy limits. The Company believes that its coverage limits are adequate.

ABSENCE OF TRADING MARKETS. The Old Notes are currently owned by a
relatively small number of institutional investors. The Company believes that
none of such holders is an affiliate (as defined in Rule 405 under the
Securities Act) of the Company. Prior to the Exchange Offer, no public market
for the Old Notes

13
<PAGE>

will exist, although the Old Notes are eligible for trading in the PORTAL Market
among "qualified institutional buyers." The Company has been advised by AMEX
that the New Notes have been approved for listing on AMEX, subject to official
notice of issuance. There can be no assurance that an active trading market for
the New Notes will develop after any such listing. Future trading prices of the
Notes will depend on many factors, including, among other things, prevailing
interest rates, the Company's results of operations and the market for similar
securities. Depending on prevailing interest rates, the markets for similar
securities and other factors, including the financial condition of the Company,
the Notes may trade at a discount from their principal amount.

RESTRICTIONS ON TRANSFER OF THE NOTES. The Old Notes have not been
registered under the Securities Act and will remain subject to restrictions on
transferability to the extent they are not exchanged for New Notes by holders
who are entitled to participate in the Exchange Offer. The holders of Old Notes
who are not eligible to participate in the Exchange Offer are entitled to
certain registration rights, and the Company is required to file the Shelf
Registration Statement with respect to resales from time to time of any such Old
Notes.

EXCHANGE OFFER PROCEDURES. Issuance of the New Notes in exchange for the
Old Notes pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of such Old Notes, a properly completed and duly executed
Letter of Transmittal and all other required documents. Therefore, holders of
the Old Notes desiring to tender such Old Notes in exchange for New Notes should
allow sufficient time to ensure timely delivery. The Company is under no duty to
give notification of defects or irregularities with respect to tenders of Old
Notes for exchange. Old Notes that are not tendered or that are tendered but not
accepted by the Company for exchange will, following consummation of the
Exchange Offer, continue to be subject to the existing restrictions upon
transfer thereof under the Securities Act and, upon consummation of the Exchange
Offer, certain registration rights under the Registration Rights Agreement will
terminate. In addition, any holder of Old Notes who tenders in the Exchange
Offer for the purpose of participating in a public distribution of the New Notes
may be deemed to be an "underwriter" (within the meaning of Section 2(11) of the
Securities Act) of the New Notes and, if so, will be required to comply with the
registration and prospectus delivery requirements in the Securities Act in
connection with any resale transaction. Each broker-dealer that receives New
Notes for its own account in exchange for Old Notes, where such Old Notes were
acquired by such broker-dealer as result of market-making activities or other
trading activities, must acknowledge in the Letter of Transmittal that
accompanies this Prospectus that it will deliver a prospectus in connection with
any resale of such New Notes. See "Plan of Distribution." To the extent that Old
Notes are tendered and accepted in the Exchange Offer, the trading market for
untendered and tendered but unaccepted Old Notes could be adversely affected.
See "The Exchange Offer."

THE ACQUISITION

GENERAL. On March 29, 1994, the Company entered into an asset sale
agreement with respect to the purchase of the Target Hospitals. The Company and
NME subsequently entered into two separate Asset Sale Agreements, each dated as
of March 29, 1994, which supersede the original asset sale agreement and,
together, provide for the purchase of the Target Hospitals. One such Asset Sale
Agreement (the "First Facilities Agreement") provided for the sale of 21
psychiatric hospitals, seven chemical-dependency treatment facilities, one
residential treatment center and one physician outpatient practice. The Company
and NME closed the sale of 18 psychiatric hospitals, seven chemical-dependency
treatment facilities, one residential treatment facility and the physician
outpatient practice covered by the First Facilities Agreement on June 30, 1994.
The second Asset Sale Agreement (the "Subsequent Facilities Agreement") provides
for the sale of 15 psychiatric hospitals, one chemical-dependency treatment
facility and one residential treatment center. Closing dates for the sale of the
remaining Target Hospitals covered by the First Facilities Agreement and the
Target Hospitals covered by the Subsequent Facilities Agreement have not been
established. The Company received a request for additional information related
to the Acquisition from the Federal Trade Commission ("FTC") in connection with
obtaining regulatory approvals for the Acquisition. The Company and NME agreed
to enter into two separate asset sale agreements after the FTC agreed to grant
early termination of the applicable waiting period with respect to the Target
Hospitals covered by the First Facilities Agreement. The FTC issued its approval
of the sale of the Target Hospitals covered by the First Facilities Agreement on
June 24, 1994.

The purchase price for the Target Hospitals was determined by NME following
its solicitation of bids for the Target Hospitals and arm's-length negotiations
with the Company. The Company's bid for the Target

14
<PAGE>

Hospitals was based on an analysis of many factors, including the EBITDA of the
Target Hospitals. The purchase price for the Target Hospitals set forth in the
original asset sale agreement was $151.9 million. The price was reduced to
$146.9 million when the First Facilities Agreement and the Subsequent Facilities
Agreement were executed.

DESCRIPTION OF THE TARGET HOSPITALS. The Target Hospitals have an aggregate
capacity of 3,496 licensed beds and are located in 20 states. During their
fiscal year ended May 31, 1993, the Target Hospitals had approximately 40,000
patient admissions. The following table sets forth certain unaudited financial
information regarding the Target Hospitals set forth elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED MAY 31, FEBRUARY 28,
---------------------- ----------------------
1992 1993 1993 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net revenue...................................................... $ 537,218 $ 407,525 $ 309,273 $ 265,160
Operating and administrative expenses............................ 424,985 351,281 268,206 228,326
</TABLE>

See "Business -- Hospital Properties" and "Target Hospital Summary Financial
Information."

RATIONALE FOR THE ACQUISITION. Management believes that the Acquisition
will assist the Company in implementing its strategy by increasing the Company's
size, market position and geographic coverage. For example, the Acquisition will
permit the Company to enter 16 new markets, including markets in the mid-
Atlantic and northeastern United States. Management also believes that the
introduction to the Target Hospitals of Charter's operating and financial
control systems, continuum of care and marketing efforts will increase the
utilization and profitability of the Target Hospitals. See "Risk Factors --
Risks Related to Unsuccessful Operation of the Target Hospitals" and "-- Risks
Related to Past Practices of NME."

TERMS OF THE ACQUISITION AND RELATED DOCUMENTS. Under the terms of the
Asset Sale Agreements, the aggregate purchase price of the Target Hospitals is
approximately $146.9 million (the "Basic Purchase Price"), plus an additional
cash amount estimated to be approximately $50.7 million, subject to adjustment,
for the net working capital of the Target Hospitals on the closing date of the
Acquisition. The Basic Purchase Price has been allocated among the Target
Hospitals so that adjustments may be made if one or more of the Target Hospitals
is not acquired because of the inability to obtain certain necessary consents or
approvals, the existence of certain prohibitions or restraints relating to the
contemplated transactions, defects in the title to real property, environmental
conditions or events of casualty or condemnation. The Asset Sale Agreements
include a covenant by NME not to compete with any Target Hospital from or
through any facility located within a 25-mile radius of such Target Hospital for
a period of three years after closing of the Acquisition, subject to certain
conditions. In addition, the Asset Sale Agreements require that if NME exercises
its right to terminate the Acquisition under either agreement because of
fiduciary duties to its shareholders and if NME sells substantially all of the
Target Hospitals to one or more third parties prior to March 29, 1995, NME shall
pay to the Company a termination fee of $15 million.

The Subsequent Facilities Agreement contemplates up to three closings of
purchases of the Target Hospitals subject to such agreement. The purchase of the
Target Hospitals, including the Target Hospitals remaining to be purchased
pursuant to the First Facilities Agreement, is subject to certain conditions set
forth in the Asset Sale Agreements, including (i) the receipt of all required
approvals and consents to the purchases, (ii) the Company's having obtained all
necessary licenses and permits necessary for operation of the pertinent Target
Hospital, (iii) the absence of pending or threatened legal or governmental
actions seeking to restrain the sale of the pertinent Target Hospital, (iv) the
performance of covenants and agreements and the accuracy of representations and
warranties set forth in the Asset Sale Agreements, and (v) the absence of any
material adverse change in the financial, banking or capital markets as a result
of which lending institutions generally cease their commercial financing
activities.

Pursuant to the First Facilities Agreement, the closing with respect to the
remaining Target Hospitals will occur on such date as the Company and NME agree,
but not later than September 30, 1994, unless such date is extended with respect
to the Subsequent Facilities Agreement.

Pursuant to the Subsequent Facilities Agreement, the first of the three
permitted closings shall occur after the satisfaction or waiver of all
conditions to the acquisition of Target Hospitals that account in the aggregate
for at least $8 million of the EBITDA (as defined in the Subsequent Facilities
Agreement) assigned to the Target Hospitals covered by the Subsequent Facilities
Agreement for such purpose. The second of the three permitted closings must
occur within 30 days of the first closing. NME will convey to the Company at the
second closing those Target Hospitals as to which all conditions relating to the
acquisition

15
<PAGE>

thereof have been satisfied or waived as of such date. The third closing shall
occur after the satisfaction or waiver of all conditions to the acquisition of
any Target Hospitals that were not conveyed to the Company in the first or
second closing. Target Hospitals as to which all conditions relating to the
acquisition thereof cannot be satisfied or waived will not be conveyed to the
Company. All three closings must occur prior to September 30, 1994; provided
that the final closing may be extended in the event of a governmental
injunction, order or proceeding to a date not later than December 31, 1994. If
the first closing does not occur before September 30, 1994, or December 31,
1994, as the case may be, the Subsequent Facilities Agreement is subject to
termination by either the Company or NME, subject to certain conditions. All
Target Hospitals subject to the Subsequent Facilities Agreement may be conveyed
to the Company in one or two closings.

The Company is unable to predict when the first closing or any subsequent
closing will occur under the Subsequent Facilities Agreement. The Company has no
assurance that any closing will occur. The occurrence and timing of any closing
under the Subsequent Facilities Agreement is subject to receipt of approval from
the FTC. The Company has no assurance that such approval will be obtained.

Pursuant to the Asset Sale Agreement, the Company and NME have each agreed
to indemnify and hold harmless the other against, among other things, certain
losses ("Losses") resulting from inaccuracy of representations or warranties,
nonperformance or breach of covenants or agreements, and the failure to
discharge liabilities for which such party is responsible. In addition, NME has
agreed to indemnify the Company against Losses resulting from operations of the
Target Hospitals before closing (including Losses arising in connection with the
matters described in "Risk Factors -- Risks Related to Past Practices of NME,"
but excluding specific contracts, debt obligations and working capital
liabilities expressly assumed by the Company), and the Company has agreed to
indemnify NME against Losses resulting from the operations of the Company and
the assets purchased by the Company from NME after closing, including the
continuation or performance by the Company of any agreement or practice of NME
or the Target Hospitals. Certain of the indemnification obligations of the
Company and NME are subject to a deductible.

HISTORY OF THE TARGET HOSPITALS. NME and certain of its subsidiaries,
including those that own the Target Hospitals, have been involved in significant
lawsuits and governmental investigations concerning possible improper practices
related principally to its psychiatric business. The suits sought compensatory
and punitive damages and in some cases, attorneys fees. NME has settled a
majority of the significant lawsuits and, on June 29, 1994, NME entered into a
settlement agreement with certain federal government agencies that finalized all
of its all open investigations of NME.

As noted above, Charter's ability to operate the Target Hospitals profitably
may have been impaired because of the uncertainty related to the pending
lawsuits and governmental investigations, and the possibility exists that the
Company could unknowingly employ NME personnel who were involved in such
wrongful activities. The Company believes that it will be able to overcome the
adverse effects on the profitability of the Target Hospitals caused by NME's
past practices. With respect to employment of NME personnel, the Company intends
to advise all former NME employees that it hires that the alleged wrongful
activities are against Company policy and will promptly discharge any employee
who violates the policy.

16
<PAGE>
USE OF PROCEEDS

The Exchange Offer is intended to satisfy certain of the Company's
obligations under the Registration Rights Agreement. The Company will not
receive any cash proceeds from the issuance of the New Notes offered hereby. In
consideration for issuing the New Notes contemplated in this Prospectus, the
Company will receive in exchange Old Notes in like principal amount, the form
and terms of which are the same as the form and terms of the New Notes, except
as otherwise described herein. The Old Notes surrendered in exchange for New
Notes will be retired and cancelled and cannot be reissued. Accordingly,
issuance of the New Notes will not result in any increase or decrease in the
indebtedness of the Company.

The net proceeds from the sale of the Old Notes were approximately $365.6
million. Approximately $181.8 million of such net proceeds were used for the
purpose of redeeming the Company's 7 1/2% Senior Subordinated Debentures due
2003. Approximately $56.8 million of the net proceeds from the sale of the Old
Notes were used to repay certain indebtedness of the Company outstanding under
its Amended and Restated Credit Agreements, dated July 21, 1992 (the "Old Credit
Agreement") and to pay transaction costs relating to the Financing Transactions
(approximately $8.7 million). Of the remaining net proceeds from the sale of the
Old Notes, approximately $98.5 million, together with approximately $11.1
million of borrowings pursuant to the New Credit Agreement and approximately
$19.5 million of cash on hand, were used to finance the Acquisition of certain
facilities covered by the First Facilities Agreement. In the event that the
Acquisition of the remaining Target Hospitals covered by the First Facilities
Agreement or of the Target Hospitals covered by the Subsequent Facilities
Agreement are not consummated, the Company will use the remaining net proceeds
from the sale of the Old Notes for strategic acquisitions and alliances, the
creation of joint ventures or other general corporate purposes. The Company does
not, on the date hereof, have any plans or agreements for acquisitions of any
facilities or for the creation of specific alliances or joint ventures that, in
either case, could be considered material to the Company. Nor is the Company, on
the date hereof, engaged in any negotiations relating to such.

The Financing Transactions also included the refinancing of the existing
mortgage indebtedness of certain of the subsidiaries of the Company
(approximately $14.7 million) and the indebtedness of certain subsidiaries of
the Company outstanding under the Old Credit Agreement (approximately $46.8
million) pursuant to the New Credit Agreement. The following table indicates the
sources and uses of the funds obtained or to be obtained by the Company in
connection with the Financing Transactions (assuming the Acquisition of all
Target Hospitals). The amounts of indebtedness shown in the "Uses of Funds"
table set forth below are the balances as of April 1, 1994.

(DOLLARS IN MILLIONS)

<TABLE>
<S> <C>
SOURCES OF FUNDS
- ------------------------------------------------
New Credit Agreement................. $ 140.8
Senior Subordinated Notes............ 375.0
Less: Discount to Initial
Purchasers........................ (9.4)
---------
Total Sources........................ $ 506.4
---------
---------

USES OF FUNDS
- ------------------------------------------------
Old Credit Agreement
Company Indebtedness............... $ 56.8
Subsidiary Indebtedness............ 46.8
Mortgages............................ 14.7
7 1/2% Senior Subordinated
Debentures.......................... 181.8
Acquisition.......................... 197.6
Transaction Expenses................. 8.7
---------
Total Uses........................... $ 506.4
---------
---------
</TABLE>

The indebtedness outstanding pursuant to the Old Credit Agreement consisted
of a term-loan facility and an ESOP term-loan facility. At March 31, 1994,
approximately $66.0 million was outstanding under the term-loan facility and
$37.6 million was outstanding under the ESOP term-loan facility. The term-loan
facility also provided for the support of letters of credit securing industrial
development bonds issued on behalf of certain of the Company's subsidiaries. The
term-loan facility (except for borrowings used to fund letter of credit
drawings) bore interest per annum at BTCo's prime lending rate plus .5%.
Borrowings with respect to letter of credit drawings bore interest per annum at
BTCo's prime lending rate plus 1.5% per annum for the first $40 million drawn
and at BTCo's prime lending rate plus 1% per annum for amounts drawn in excess
of $40 million. The ESOP term loan facility funded purchases of the Company's
common stock by the Company's employee stock ownership plan. Approximately 75%
of the borrowings outstanding pursuant to the ESOP term-loan facility bore
interest at a fixed rate of 8.375% per annum, with the remaining portion bearing
interest at a rate per annum equal to 85% of the interest rate applicable to the
term-loan facility. The principal amount outstanding pursuant to the Old Credit
Agreement was payable in installments, with the final installment being due on
September 30, 1997. The indebtedness that was secured by mortgages bore interest
at 12.32% per annum and matured in 1997.

17
<PAGE>
CAPITALIZATION

The following table sets forth (i) the capitalization of the Company at
March 31, 1994, and (ii) such capitalization as adjusted as of such date to give
effect to the Financing Transactions.

<TABLE>
<CAPTION>
ACTUAL PRO FORMA
MARCH 31, MARCH 31,
1994 PRO FORMA 1994
(UNAUDITED) ADJUSTMENTS (1) (UNAUDITED)
------------ --------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Short Term Debt:
Current maturities of long-term debt and capital lease
obligations...................................................... $ 41,010 $ (37,740) $ 3,270
------------ --------------- ------------
Long Term Debt and Capital Lease Obligations:
New Credit Agreement.............................................. -- 136,695 136,695
Old Credit Agreement.............................................. 103,156 (103,156) --
Collateralized notes payable and capital lease obligations........ 101,668 (10,956) 90,712
11 1/4% Senior Subordinated Notes due 2004(2)..................... -- 375,000 375,000
7 1/2% Senior Subordinated Debentures due 2003.................... 200,000 (200,000) --
------------ --------------- ------------
404,824 197,583 602,407
Less amounts due within one year.................................... 41,010 (37,740) 3,270
Less unamortized discount........................................... 42,622 (42,622) --
------------ --------------- ------------
Total Long Term Debt and Capital Lease Obligations.............. 321,192 277,945 599,137
------------ --------------- ------------
Stockholders' Equity (Deficit)
Common stock, par value $.25
80,000,000 shares authorized
26,750,950 shares outstanding.................................... 6,688 -- 6,688
Additional paid-in capital........................................ 240,162 -- 240,162
Accumulated deficit............................................... (62,166) (13,689) (75,855)
Unearned compensation under ESOP.................................. (98,125) -- (98,125)
Warrants outstanding.............................................. 182 -- 182
Cumulative foreign currency adjustments........................... (4,632) -- (4,632)
------------ --------------- ------------
Total Stockholders' Equity...................................... 82,109 (13,689) 68,420
------------ --------------- ------------
Total Capitalization............................................ $ 444,311 $ 226,516 $ 670,827
------------ --------------- ------------
------------ --------------- ------------
<FN>
- ------------------------

(1) See Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited) for a discussion of the pro forma adjustments.

(2) The New Notes will evidence the same debt as the Old Notes, which they will
replace.
</TABLE>

18
<PAGE>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND STATISTICAL INFORMATION

The selected consolidated financial data set forth below as of September 30,
1989, 1990 and 1991, July 31, 1992, and September 30, 1992 and 1993, and for
each of the fiscal periods in the five-year period ended September 30, 1993,
have been derived from the Company's audited consolidated financial statements.
The information for periods after July 31, 1992 is not comparable to information
presented for periods prior to such date because of consummation of the
Reorganization and the implementation of fresh start accounting in fiscal 1992,
which included the revaluation of the Company's assets and liabilities at the
assumed reorganization value thereof and resulted in, among other things,
significant reductions in the principal amount of the Company's long-term debt
and interest expense and the elimination of preferred stock and preferred stock
dividend requirements. Accordingly, a line has been used to separate the
financial data of the Company after the consummation of the Reorganization from
those of the Company prior to the consummation of the Reorganization. The
consolidated financial statements of the Company as of September 30, 1991, July
31, 1992 and September 30, 1992 and 1993, and for each of the fiscal periods in
the three-year period ended September 30, 1993, together with the notes thereto
and the related reports of Arthur Andersen & Co., independent public
accountants, are included elsewhere in this Prospectus. Selected consolidated
financial information for the six months ended March 31, 1993 and 1994 has been
derived from unaudited consolidated financial statements and, in the opinion of
Management, includes all adjustments (consisting only of normal recurring
adjustments) that are necessary for a fair presentation of the operating results
for such interim periods. Results for the interim periods are not necessarily
indicative of the results for the full year or for any future periods. The
selected financial data set forth below should be read in conjunction with the
Consolidated Financial Statements of the Company, the notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Prospectus.

19
<PAGE>
SELECTED STATEMENT OF OPERATIONS DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
FOR THE
TEN TWO SIX MONTHS
MONTHS MONTHS YEAR ENDED
YEAR ENDED SEPTEMBER 30, ENDED ENDED ENDED MARCH 31,
-------------------------------- JULY 31, SEPT. 30, SEPT. 30, ------------------
1989 1990 1991 1992 1992 1993 1993 1994
-------- ---------- ---------- -------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenue................... $930,831 $ 954,508 $ 868,264 $777,855 $142,850 $897,207 $459,550 $421,427
Operating and administrative
expenses..................... 667,482 804,897 656,828 563,600 107,608 640,847 323,367 305,589
Bad debt expense.............. 41,935 78,944 51,617 50,403 14,804 67,300 34,870 32,288
Depreciation and
amortization................. 43,555 66,571 48,659 35,126 3,631 26,382 13,802 13,579
Amortization of reorganization
value in excess of amounts
allocable to identifiable
assets....................... -- -- -- -- 7,167 42,678 21,500 15,600
Interest, net................. 180,351 205,723 232,218 169,244 12,690 74,156 37,307 16,785
ESOP expense (credit)......... 43,941 52,033 (3,962) 33,714 4,811 45,874 17,970 24,599
Deferred compensation
expense...................... 31,399 6,815 5,061 3,190 -- -- -- --
Stock option expense
(credit)..................... -- -- -- -- (789) 38,416 31,277 6,851
Provision for restructuring of
operations................... -- 105,000 45,000 -- -- -- -- --
Income (Loss) from continuing
operations before income
taxes, reorganization items,
extraordinary item and
cumulative effect of a change
in accounting principle...... (77,832) (365,475) (167,157) (77,422) (7,072) (37,746) (20,543) 6,136
Provision for (Benefit from)
income taxes................. (12,197) (43,132) -- 4,259 1,054 1,874 364 8,879
Loss from continuing
operations before
reorganization items,
extraordinary item and
cumulative effect of a change
in accounting principle...... (65,635) (322,343) (167,157) (81,681) (8,126) (39,620) (20,907) (2,743)
Discontinued operations:
Income (Loss) from
discontinued operations.... 28,954 18,606 37,115 24,211 930 (14,703) (6,008) --
Gain on disposal of
discontinued operations.... -- -- -- -- -- 10,657 -- --
Loss before reorganization
items, extraordinary item and
cumulative effect of a change
in accounting principle...... (36,681) (303,737) (130,042) (57,470) (7,196) (43,666) (26,915) (2,743)
Reorganization items:
Professional fees and other
expenses................... -- -- -- (8,156) -- -- -- --
Adjust accounts to fair
value...................... -- -- -- 83,004 -- -- -- --
Extraordinary item-gain (loss)
on early extinguishment or
discharge of debt............ -- -- -- 730,589 -- (8,561) -- --
Cumulative effect of a change
in accounting principle...... -- (7,567) -- -- -- -- -- --
Net income (loss)............. (36,681) (311,304) (130,042) 747,967 (7,196) (52,227) (26,915) (2,743)
Earnings (Loss) per common
share:
Loss from continuing
operations before
extraordinary item......... $(.33) $(1.59) $(.84) $(.11)
Income (Loss) from
discontinued operations and
disposal of discontinued
operations................. .04 (.16) (.24) --
Loss before extraordinary
item....................... (.29) (1.75) (1.08) (.11)
Extraordinary loss on early
extinguishment of debt..... -- (.35) -- --
Net loss.................... --(A) --(A) --(A) --(A) $(.29) $(2.10) $(1.08) $(.11)
<FN>
- ------------------------------
(A) Earnings (loss) per share for periods prior to the two months ended
September 30, 1992 are not presented because they are not meaningful due
to the implementation of fresh start accounting and an increase in the
number of shares outstanding as a result of the Plan.
</TABLE>

SELECTED BALANCE SHEET DATA
(IN THOUSANDS)

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, AS OF
------------------------------------------------------- MARCH 31,
1989 1990 1991 1992 1993 1994
--------- ---------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Current assets............................. $ 230,524 $ 255,644 $ 320,755 $ 290,742 $ 231,915 $ 196,540
Current liabilities........................ 185,019 1,986,748 2,123,006 296,144 272,598 215,072
Working capital............................ 45,505 (1,731,104) (1,802,251) (5,402) (40,683) (18,532)
Property and equipment -- net.............. 691,272 696,813 645,173 486,762 444,786 429,720
Total assets............................... 1,349,528 1,333,659 1,338,823 1,299,198 838,186 768,056
Long-term debt and capital lease
obligations............................... 1,549,231 12,633 5,920 844,839 350,205 321,192
Redeemable preferred stock................. 187,460 189,989 214,842 -- -- --
Common stockholders' equity (deficit)...... (729,262) (984,954) (1,138,279) 10,424 57,298 82,109
</TABLE>

20
<PAGE>
TARGET HOSPITAL SELECTED FINANCIAL INFORMATION

The selected combined financial information (other than the Operating Data)
as of May 31, 1992 and 1993 and for the fiscal years then ended set forth below
regarding the Target Hospitals has been derived from the audited combined
financial statements for the Target Hospitals included elsewhere in this
Prospectus. The selected unaudited combined financial information (other than
the Operating Data) for the nine months ended February 28, 1993 and 1994 has
been derived from unaudited combined condensed financial statements. The
selected financial data (other than the Operating Data) set forth below should
be read in conjunction with the audited financial statements of the Target
Hospitals as of May 31, 1992 and 1993 and for the fiscal years then ended and
the notes thereto included elsewhere in this Prospectus.

In view of the fact that this information necessarily is incomplete and
relates to the operation of the Target Hospitals by NME for the historical
periods presented, it is not indicative of future results from operations of the
Target Hospitals by the Company following the Acquisition.

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
MAY 31, FEBRUARY 28,
-------------------- --------------------
1992 1993 1993 1994
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER DAY
AMOUNTS)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net operating revenue................................................... $ 537,218 $ 407,525 $ 309,273 $ 265,160
--------- --------- --------- ---------
Operating and administrative expenses................................... 424,985 351,281 268,206 228,326
Intercompany fees and allocations....................................... 66,962 53,252 42,540 40,086
Depreciation and amortization........................................... 32,137 21,826 16,396 9,274
Provision for loss on sale of selected hospitals........................ 2,202 4,262 0 170,289
Minority interest in earnings of certain selected hospitals............. 1,652 1,185 921 320
Interest, net........................................................... 11,012 11,906 8,578 9,076
--------- --------- --------- ---------
Total costs and expenses............................................ 538,950 443,712 336,641 457,371
--------- --------- --------- ---------
Loss before income tax benefit.......................................... (1,732) (36,187) (27,368) (192,211)
Income tax benefit...................................................... (439) (13,121) (10,126) (71,118)
--------- --------- --------- ---------
Net loss................................................................ $ (1,293) $ (23,066) $ (17,242) $(121,093)
--------- --------- --------- ---------
--------- --------- --------- ---------
OPERATING DATA:
Number of psychiatric hospitals......................................... 44 46 47 47
Average licensed beds................................................... 3,391 3,556 3,549 3,447
Total inpatient days (1)................................................ 913,658 707,587 533,651 480,148
Total equivalent patient days........................................... 971,538 768,563 584,645 530,790
Occupancy rate (2)...................................................... 73.6% 54.5% 55.1% 51.0%
Admissions.............................................................. 43,734 39,539 29,480 27,949
Average length of stay (days)........................................... 21.3 17.6 19.6 16.3
Net revenue per equivalent patient day (3).............................. $550 $525 $525 $489
Target Hospital EBITDA (4).............................................. $ 110,581 $ 55,059 $ 40,146 $ 36,514
</TABLE>

<TABLE>
<CAPTION>
AS OF AS OF
MAY 31, FEBRUARY 28,
1993 1994
--------- -------------
<S> <C> <C>
BALANCE SHEET DATA:
Current assets.................................................................. $ 65,885 $ 200,119
Current liabilities............................................................. 44,713 39,756
Property and equipment -- net................................................... 286,462 --
Total assets.................................................................... 379,640 201,672
<FN>
- ------------------------------
(1) Provision of care to one inpatient for one day.
(2) Inpatient days as a percentage of licensed bed days.
(3) Includes inpatient and outpatient revenue. Excludes revenue from
non-psychiatric operations.
(4) Earnings before interest, income tax benefit, provision for loss on sale
of selected hospitals, depreciation and amortization, and intercompany
fees and allocations. The Company believes that EBITDA provides useful
information regarding the ability to service debt payment obligations;
however, EBITDA does not represent cash flows from operations, as defined
by generally accepted accounting principles, and should not be considered
as a substitute for net income as an indicator of the Target Hospitals'
operating performance or for cash flow as a measure of liquidity.
</TABLE>

21
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited Pro Forma Condensed Consolidated Statements of Operations for
the year ended September 30, 1993, and the six months ended March 31, 1994, and
the unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31,
1994, set forth below, have been prepared by combining the Company's audited
consolidated statement of operations for the year ended September 30, 1993 with
the Target Hospitals' unaudited combined condensed statement of operations for
the twelve months ended August 31, 1993; combining the Company's unaudited
condensed consolidated statement of operations for the six months ended March
31, 1994 with the Target Hospitals' unaudited combined condensed statement of
operations for the six months ended February 28, 1994; combining the Company's
unaudited condensed consolidated balance sheet as of March 31, 1994 with the
Target Hospitals' unaudited combined condensed balance sheet as of February 28,
1994; and giving effect to the Financing Transactions and the payment of the
estimated related expenses. The pro forma financial information should be read
in conjunction with "Risk Factors -- Leverage and Debt Service," Charter's
consolidated historical financial statements and notes thereto and the combined
financial statements of the Target Hospitals and notes thereto included
elsewhere in this Prospecuts.

The unaudited Pro Forma Condensed Consolidated Statements of Operations for
the year ended September 30, 1993, and the six months ended March 31, 1994, were
prepared as if the Financing Transactions had occurred on October 1, 1992 and
1993, respectively. The unaudited Pro Forma Condensed Consolidated Balance Sheet
as of March 31, 1994, was prepared as if the Financing Transactions had occurred
on such date.

For purposes of presenting pro forma results, no changes in revenues and
expenses have been made to reflect the result of any modification to operations
that might have been made had the Financing Transactions been consummated on the
assumed effective dates of such transactions. The pro forma expenses include the
recurring costs which are directly attributable to such transactions, such as
interest expense, and the related tax effects. The pro forma financial
information does not purport to be indicative of the results which would
actually have been attained had such transactions been completed as of the date
and for the periods presented or which may be attained in the future.

22
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
AS OF MARCH 31, 1994
(IN THOUSANDS)
ASSETS

<TABLE>
<CAPTION>
TOTAL
CONTINUING
CHARTER AS TARGET HOSPITALS PRO FORMA PRO FORMA
REPORTED AS OF 2/28/94 ADJUSTMENTS CONSOLIDATED
---------- ---------------- ------------ ------------
<S> <C> <C> <C> <C>
Current assets
Cash and cash equivalents........................................... $ 40,535 $ 2,019 $ (2,019)(a) $ 50,220
(194,057)(a)
203,742(b)
Cash collateral account............................................. 8,207 0 (8,207)(b) 0
Accounts receivable, net............................................ 129,117 65,707 2,817(a) 197,641
Supplies............................................................ 4,933 2,328 7,261
Assets held for sale................................................ 0 126,943 (126,943)(a) 0
Other current assets................................................ 13,748 3,122 (670)(a) 16,200
---------- -------- ------------
Total current assets.............................................. 196,540 200,119 271,322
Property and equipment
Land................................................................ 93,850 0 9,346(a) 103,196
Buildings and improvements.......................................... 307,768 0 103,296(a) 411,064
Equipment........................................................... 69,017 0 31,324(a) 100,341
---------- -------- ------------
470,635 0 614,601
Accumulated depreciation............................................ (43,109) 0 (43,109)
---------- -------- ------------
427,526 0 571,492
Construction in progress............................................ 2,194 0 529(a) 2,723
---------- -------- ------------
429,720 0 574,215
Other long-term assets................................................ 100,195 1,553 (1,553)(a) 119,120
3,000(a)
15,925(b)
Reorganization value in excess of amounts allocable to identifiable
assets, net.......................................................... 41,601 0 41,601
---------- -------- ------------ ------------
$ 768,056 $ 201,672 $ 36,530 $ 1,006,258
---------- -------- ------------ ------------
---------- -------- ------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.................................................... $ 39,021 $ 9,107 $ 48,128
Accrued expenses.................................................... 67,847 29,969 (16,373)(a) 79,526
(1,917)(b)
Other accrued liabilities........................................... 62,392 0 62,392
Current income taxes payable........................................ 4,802 0 7,900(b) 12,702
Current maturities of long-term debt and capital lease
obligations........................................................ 41,010 680 (175)(a) 3,270
(38,245)(b)
---------- -------- ------------
Total current liabilities......................................... 215,072 39,756 206,018
Long-term debt and capital lease obligations.......................... 321,192 5,169 (1,635)(a) 599,137
274,411(b)
Deferred income tax liabilities....................................... 36,439 0 (17,000)(b) 19,439
Reserve for unpaid claims............................................. 98,268 0 98,268
Deferred credits and other long-term liabilities...................... 14,976 79,811 (79,811)(a) 14,976
Stockholders' equity
Common stock........................................................ 6,688 361 (361)(a) 6,688
Other stockholders' equity (deficit)
Additional paid-in capital........................................ 240,162 43,593 (43,593)(a) 240,162
Retained earnings (accumulated deficit)........................... (62,166) 32,982 (32,982)(a) (75,855)
(13,689)(b)
Unearned compensation under ESOP.................................. (98,125) 0 (98,125)
Warrants outstanding.............................................. 182 0 182
Cumulative foreign currency adjustments........................... (4,632) 0 (4,632)
---------- -------- ------------
Stockholder's equity............................................ 82,109 76,936 68,420
Commitments and contingencies
---------- -------- ------------ ------------
$ 768,056 $ 201,672 $ 36,530 $ 1,006,258
---------- -------- ------------ ------------
---------- -------- ------------ ------------
<FN>
- ------------------------------
See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
</TABLE>

23
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED SEPTEMBER 30, 1993
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
TOTAL TARGET
CONTINUING HOSPITALS
CHARTER AS (FOR 12 MONTHS PRO FORMA PRO FORMA
REPORTED ENDED 8/31/93) ADJUSTMENTS CONSOLIDATED
---------- -------------- ------------ ------------

<S> <C> <C> <C> <C>
Net revenue....................................... $ 897,907 $ 386,220 $ 1,284,127
---------- -------------- ------------

Operating and administrative expenses............. 640,847 310,439 $ 4,400(c) 966,652
10,008(d)
958(d)
Bad debt expense.................................. 67,300 15,637 82,937
Intercompany fees and allocations................. 0 62,743 (10,008)(d) 0
(52,735)(e)
Depreciation and amortization..................... 26,382 21,903 (14,654)(f) 33,631
Amortization of reorganization value in excess of
amounts allocable to identifiable assets......... 42,678 0 42,678
Interest, net..................................... 74,156 12,590 (18,489)(g) 56,179
(12,078)(h)
ESOP expense...................................... 45,874 0 45,874
Stock option expense.............................. 38,416 0 38,416
Minority interest in earnings of certain
hospitals........................................ 0 958 (958)(d) 0
Provision for loss on sale of assets.............. 0 4,262 (4,262)(i) 0
---------- -------------- ------------
935,653 428,532 1,266,367
---------- -------------- ------------

Income (Loss) from continuing operations before
income taxes..................................... (37,746) (42,312) 97,818 17,760
Provision (Benefit) for income taxes.............. 1,874 (15,570) 36,662(j) 22,966
---------- -------------- ------------ ------------
Loss from continuing operations................... $ (39,620) $ (26,742) $ 61,156 $ (5,206)
---------- -------------- ------------ ------------
---------- -------------- ------------ ------------
Average number of common shares
outstanding...................................... 24,875 24,875
---------- ------------
---------- ------------
Loss from continuing operations per common
share............................................ $ (1.59) $ (.21)
---------- ------------
---------- ------------
<FN>
- ------------------------
See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
</TABLE>

24
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE SIX MONTHS ENDED MARCH 31, 1994
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
TARGET
TOTAL HOSPITALS
CONTINUING (FOR SIX
CHARTER AS MONTHS PRO FORMA PRO FORMA
REPORTED ENDED 2/28/94) ADJUSTMENTS CONSOLIDATED
---------- -------------- ------------ ------------

<S> <C> <C> <C> <C>
Net revenue....................................... $ 421,427 $ 178,407 $ 599,834
---------- -------------- ------------
Operating and administrative expenses............. 305,589 143,470 $ 2,200(c) 453,042
1,602(d)
181(d)
Bad debt expense.................................. 32,288 8,693 40,981
Intercompany fees and allocations................. 0 27,574 (1,602)(d) 0
(25,972)(e)
Depreciation and amortization..................... 13,579 3,945 (320)(f) 17,204
Amortization of reorganization value in excess of
amounts allocable to identifiable assets......... 15,600 0 15,600
Interest, net..................................... 16,785 5,952 11,501(g) 28,513
(5,725)(h)
ESOP expense...................................... 24,599 0 24,599
Stock option expense.............................. 6,851 0 6,851
Minority interest in earnings of certain
hospitals........................................ 0 181 (181)(d) 0
Provision for loss on sale of assets.............. 0 170,289 (170,289)(i) 0
---------- -------------- ------------
415,291 360,104 586,790
---------- -------------- ------------
Income (Loss) before income taxes................. 6,136 (181,697) 188,605 13,044
Provision (Benefit) for income taxes.............. 8,879 (66,904) 69,667(j) 11,642
---------- -------------- ------------ ------------
Net income (loss) from continuing operations...... $ (2,743) $ (114,793) $ 118,938 $ 1,402
---------- -------------- ------------ ------------
---------- -------------- ------------ ------------
Average number of common shares outstanding (k)... 25,936
----------
----------
Loss per common share (k)......................... $ (.11)
----------
----------
Earnings per common share and common equivalent
share (k)........................................ $ .05
------------
------------
Earnings per common share assuming full dilution
(k).............................................. $ .05
------------
------------
<FN>
- ------------------------
See Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
</TABLE>

25
<PAGE>
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(a) To record the purchase of the property and equipment, the working capital
and the covenant not to compete for the Target Hospitals and remove the
historical assets and liabilities not purchased or assumed by the Company,
using the purchase method of accounting. The following table shows the
allocation of the total purchase price of $198.1 million (which includes
approximately $0.6 million for closing costs.)

<TABLE>
<CAPTION>
TARGET
HOSPITALS AS OF
FEBRUARY 28, PRO FORMA AMOUNT
1994 ADJUSTMENTS PURCHASED
--------------- ----------- ----------
<S> <C> <C> <C>
Cash.............................................................. $ 2,019 $ (2,019) $ 0
Accounts receivable, net.......................................... 65,707 2,817 68,524
Supplies.......................................................... 2,328 2,328
Assets held for sale.............................................. 126,943 (126,943) 0
Other current assets.............................................. 3,122 (670) 2,452
Other long-term assets............................................ 1,553 (1,553) 0
Accounts payable.................................................. 9,107 (9,107)
Accrued expenses.................................................. 29,969 (16,373) (13,596)
----------
Working capital purchased..................................... 50,601
----------
Land.............................................................. 0 9,346 9,346
Buildings......................................................... 0 103,296 103,296
Equipment......................................................... 0 31,324 31,324
Construction in progress.......................................... 0 529 529
----------
Property and equipment purchased.............................. 144,495
----------
Covenant not to compete........................................... 0 3,000 3,000
----------
Total purchase price.............................................. 198,096
----------
Less debt assumed:
Current maturities of long-term debt and capital
lease obligations................................................ 680 (175) (505)
Long-term debt and capital lease obligations...................... 5,169 (1,635) (3,534)
Deferred credits and long-term liabilities........................ 79,811 (79,811) 0
Common stock...................................................... 361 (361) 0
Additional paid-in-capital........................................ 43,593 (43,593) 0
Retained earnings................................................. 32,982 (32,982) 0
----------
Debt assumed.................................................. (4,039)
----------
Total purchase price less debt assumed............................ $ 194,057
----------
----------
</TABLE>

26
<PAGE>
(b)

<TABLE>
<CAPTION>
OTHER
CASH LONG-TERM ACCRUED CURRENT INCOME
CASH COLLATERAL ASSETS EXPENSES TAXES PAYABLE
--------- ---------- --------- -------- --------------
<S> <C> <C> <C> <C> <C>
To record repayment or redemption of outstanding
debt and record proceeds from issuance of new
debt as follows:
Old Credit Agreement............................ (94,949) (8,207)
7 1/2% Senior Subordinated Debentures........... (157,378)
Collateralized mortgages........................ (14,995)
New Credit Agreement............................ 136,695
Notes........................................... 375,000
To record the payment of penalties on the early
extinguishment of debt as follows:
7 1/2% Senior Subordinated Debentures........... (21,164)
Collateralized mortgages........................ (1,000)
To record the payment of accrued interest on
outstanding debt................................. (1,917) (1,917)
To record the payment of deferred loan costs
related to the issuance of new debt.............. (15,925) 15,925
To record the payment of estimated expenses
related to the issuance of new debt.............. (625)
To record income tax benefit related to expenses
of refinancing................................... (1,300)
To record income tax benefit related to the
redemption of the 7 1/2% Senior Subordinated
Debentures....................................... 9,200
--------- ---------- --------- -------- ------
203,742 (8,207) 15,925 (1,917) 7,900
--------- ---------- --------- -------- ------
--------- ---------- --------- -------- ------

<CAPTION>
CURRENT
MATURITIES OF LONG-TERM
LONG-TERM DEBT AND
DEBT AND CAPITAL DEFERRED
CAPITAL LEASE LEASE INCOME TAX RETAINED
OBLIGATIONS OBLIGATIONS LIABILITIES EARNINGS
------------- ----------- ----------- --------
<S> <C> <C> <C> <C>
To record repayment or redemption of outstanding
debt and record proceeds from issuance of new
debt as follows:
Old Credit Agreement............................ (35,155) (68,001)
7 1/2% Senior Subordinated Debentures........... (157,378)
Collateralized mortgages........................ (3,090) (11,905)
New Credit Agreement............................ 136,695
Notes........................................... 375,000
To record the payment of penalties on the early
extinguishment of debt as follows:
7 1/2% Senior Subordinated Debentures........... (21,164)
Collateralized mortgages........................ (1,000)
To record the payment of accrued interest on
outstanding debt.................................
To record the payment of deferred loan costs
related to the issuance of new debt..............
To record the payment of estimated expenses
related to the issuance of new debt.............. (625)
To record income tax benefit related to expenses
of refinancing................................... 1,300
To record income tax benefit related to the
redemption of the 7 1/2% Senior Subordinated
Debentures....................................... (17,000) 7,800
------------- ----------- ----------- --------
(38,245) 274,411 (17,000) (13,689)
------------- ----------- ----------- --------
------------- ----------- ----------- --------
</TABLE>

27
<PAGE>

(c) To record estimated incremental overhead related to the Target Hospitals.
This amount was calculated by preparing a detailed budget.

(d) To reclassify to operating expenses the estimated direct cost of hospital
chief executive officers' and chief financial officers' ("CEO/CFO") salaries
and bonuses, management information services costs and minority interests in
certain hospitals as follows:

<TABLE>
<CAPTION>
FOR THE YEAR
ENDED
SEPTEMBER 30, FOR THE SIX MONTHS
1993 ENDED MARCH 31, 1994
----------------- ---------------------
<S> <C> <C>
CEO/CFO salaries and bonuses........................ $ 6,033 $ 555
Management information services costs............... 3,975 1,047
Minority interests.................................. 958 181
------- ------
$ 10,966 $ 1,783
------- ------
------- ------
</TABLE>

(e) To eliminate intercompany management fees and corporate overhead allocated
to the Target Hospitals by their parent corporations.

(f) To remove the historical depreciation and amortization of the Target
Hospitals and record depreciation expense on buildings and equipment
purchased and amortization expense related to the covenant not to compete as
follows:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE SIX MONTHS
ENDED ENDED
SEPTEMBER 30, 1993 MARCH 31, 1994
------------------- -------------------
<S> <C> <C>
Depreciation expense -- buildings..................... $ 3,451 $ 1,726
Depreciation expense -- equipment..................... 2,798 1,399
Amortization expense.................................. 1,000 500
------ ------
$ 7,249 $ 3,625
------ ------
------ ------
</TABLE>

(g) Interest expense related to the Refinancing and the borrowings under the New
Credit Agreement and the Notes was determined reflecting the Company's pro
forma capitalization as if it were outstanding during the entire period as
follows:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE SIX
ENDED MONTHS
INTEREST SEPTEMBER 30, ENDED MARCH
AMOUNT RATE 1993 31, 1994
---------- --------- ------------- -----------
<S> <C> <C> <C> <C>
New bank debt............................................. $ 136,695 6.00 % $ 8,316 $ 4,147
New debentures............................................ 375,000 11.25 % 42,187 21,094
Letter of credit fees..................................... 73,104 0.25 % 185 92
Revolver availability fees................................ 90,201 0.50 % 457 228
Debt issue cost amortization.............................. 15,925 2,003 989
Old debt remaining interest...................................................... 6,054 2,981
Historical interest income....................................................... (3,535) (1,245)
------------- -----------
Subtotal......................................................................... 55,667 28,286
Historical Charter interest...................................................... 74,156 16,785
------------- -----------
Adjustment....................................................................... $ (18,489) $ 11,501
------------- -----------
------------- -----------
</TABLE>

(h) To remove historical interest expense of the Target Hospitals other than
interest on long-term debt and capital lease obligations to be assumed by
the Company.

(i) To remove the provision for loss on sale of assets recorded by the Target
Hospitals related to the sale of assets and working capital to the Company.

28
<PAGE>

(j) To adjust the income tax provision resulting from the earnings of the Target
Hospitals and the pro forma adjustments, based on the historical combined
federal and state statutory rate of 38% and 40% for the year ended September
30, 1993 and the six months ended March 31, 1994, respectively, as shown
below:

<TABLE>
<CAPTION>
FOR THE YEAR
ENDED FOR THE SIX MONTHS
SEPTEMBER 30, ENDED
1993 MARCH 31, 1994
----------------- ------------------
<S> <C> <C>
Income (Loss) before income taxes:
Historical Target Hospitals......................................... $ (42,312) $ (181,697)
Proforma adjustments................................................ 97,818 188,605
-------- ----------
Total............................................................. 55,506 6,908
Tax rate.............................................................. x.38 x.40
-------- ----------
Required income tax provision......................................... 21,092 2,763
Less: Historical Target Hospitals benefit from income taxes........... (15,570) (66,904)
-------- ----------
Required proforma adjustment...................................... $ 36,662 $ 69,667
-------- ----------
-------- ----------
</TABLE>

(k) Loss per common share for the six months ended March 31, 1994 was calculated
by dividing net loss by the weighted average number of common shares
outstanding during the period. Common equivalent shares would have been
antidilutive and were therefore not included in the calculation of loss per
common share. Pro forma earnings per common share and common equivalent
share were calculated by dividing net income by the total weighted average
common shares outstanding during the period (25,935,523) increased by the
number of shares issuable on the exercise of options and warrants
outstanding, reduced by the number of common shares that are assumed to have
been purchased with the proceeds from the exercise of the options and
warrants (1,399,601). Those purchases were assumed to have been made at the
average price of the common stock during the period. Pro forma earnings per
common share assuming full dilution were calculated in the same manner.
However, purchases assumed in the computation of pro forma earnings per
common share assuming full dilution were computed using the common stock
price at the end of the period, which was higher than the average price. The
net increase resulting from the exercise of options and warrants outstanding
would have been 1,414,812.

29
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

For the fiscal years ended September 30, 1991 and 1993 and the six months
ended March 31, 1994, the Company derived approximately 6%, 11% and 14%,
respectively, of its gross patient revenue from HMO's and PPO's; 64%, 45% and
39%, respectively, from other private payor sources (primarily Blue Cross and
commercial insurance); 14%, 23% and 26%, respectively, from Medicare; 8%, 15%
and 16%, respectively, from Medicaid; and 8%, 6% and 5%, respectively, from
CHAMPUS. The Company does not expect its current payor mix to be altered
significantly as a result of the Acquisition. Changes in the mix of the
Company's patients among the private-pay, Medicare and Medicaid categories, and
among different types of private-pay sources, can significantly affect the
profitability of the Company's operations. The psychiatric hospital industry has
been adversely affected by (i) the imposition of more stringent length of stay
and admission criteria by non-governmental insurance and other healthcare
benefit programs; (ii) the failure of reimbursement rate increases from certain
third-party payors that reimburse on a per diem or other discounted basis to
offset increases in the cost of providing services; (iii) an increase in the
percentage of its business that the Company derives from third-party payors that
reimburse on a per diem or other discounted basis; (iv) a trend toward higher
deductibles and co-insurance for individual patients; (v) a trend toward
limiting employee health benefits, such as reductions in annual and lifetime
limits on behavioral health coverage; and (vi) a trend toward agreements with
payors where the Company agrees to assume the risk for provision of treatment to
all members of a particular group for a specified revenue amount.

The Company continues to experience admission increases at its psychiatric
hospitals, but as a result of the reductions in average length of stay,
aggregate patient days have decreased. Also an increasing percentage of the
Company's revenue is coming from Medicare, Medicaid and HMO's and PPO's and less
from traditional commercial insurance. Accordingly, the Company continues to
broaden the scope of healthcare services it provides by offering alternatives to
traditional inpatient treatment settings, such as partial hospitalization,
intensive outpatient and residential treatment programs. Despite the pressures
noted above, in fiscal 1993 all but five of the Company's psychiatric hospitals
generated sufficient revenues to cover their operating expenses. These five
hospitals had lower than anticipated patient revenue and had operating expenses
in excess of revenues of $1.4 million, of which $1.0 million was attributable to
one facility. This facility was located in an overlapping region with another of
the Company's psychiatric hospitals. The operations of these two hospitals were
combined and are showing improved results in fiscal 1994. The remaining four
facilities have increased their revenue due to increased admissions and
increased equivalent patient days and are no longer operating at losses.

Because of the industry factors described above, the Company's operating
margins declined to 20.4% and 19.8% in the second quarter and first six months,
respectively, of fiscal year 1994 from 22.8% and 22.0% in the second quarter and
first six months, respectively, of the prior year. Operating income (which is
defined as net revenue less operating and administrative expenses and bad debt
expenses) was $43 million for the Company's second fiscal quarter ended March
31, 1994, compared with $53 million in the comparable quarter in fiscal 1993.
Operating income in the fiscal quarter ended March 31, 1993 was approximately $2
million more than operating income in the fiscal quarter ended March 31, 1994,
due to the normal settlement of reimbursement issues. The Company may continue
to experience reduced margins and fewer inpatient days when compared to prior
periods. The Company's intends further to increase its outpatient services and
to enter approximately 30 new markets in response to this trend.

Management believes that the Acquisition will assist the Company in
implementing its strategy by increasing the Company's size, market position and
geographical coverage. For example, the Acquisition will permit the Company to
enter 16 new markets, including markets in the mid-Atlantic and northeastern
United States. Management also believes that the introduction to the Target
Hospitals of Charter's operating and financial control systems, continuum of
care and marketing efforts will increase the utilization and profitability of
the Target Hospitals. On a pro forma basis (see "Unaudited Pro-forma Financial
Information") the Company's net income from continuing operations increased.
Management believes the operating

30
<PAGE>

results of the Target Hospitals will provide sufficient cash flow for debt
service and capital expenditures related to those facilities. See "Risk Factors
- -- Risks Related to Unsuccessful Operations of the Target Hospitals."

The Company's ability to increase the rates it charges to offset increased
costs is limited because the Company derives a significant portion of its
revenues from patients covered by governmental and managed-care programs. With
respect to governmental programs, the amount the Company can charge for its
services is established by law. With respect to managed-care programs, the
amount is established by the managed-care contracts. Although inflation has not
been a significant factor in the Company's results of operations in recent
years, a resurgence of inflation could adversely affect the Company's results of
operations because of such limitations on the Company's ability to increase its
rates. It is unlikely that federal and state governments will increase
reimbursement rates under their programs in amounts sufficient to offset future
price increases that result from general inflationary pressures. Also, many of
the Company's managed-care contracts have multi-year terms and do not contain
inflation adjustment provisions.

The Company's business is seasonal in nature, with a reduced demand for
certain services generally occurring in the fourth quarter and around major
holidays, such as Thanksgiving and Christmas. The Company believes that business
in the entire behavioral healthcare industry is seasonal and, therefore, does
not expect the Acquisition to alter this aspect of the Company's business.

As of September 30, 1990, the Company operated 91 psychiatric hospitals and
12 general hospitals with an aggregate capacity of 9,798 licensed beds. During
fiscal years 1991, 1992, and 1993, and through March 31, 1994, the Company sold
eight psychiatric hospitals for a total of $42.7 million, leased two psychiatric
hospitals, with options to purchase by the lessees, and closed five psychiatric
hospitals. One of the closed hospitals was leased, and the lease was terminated;
the remaining four hospitals are held for sale or sublease or for alternate
uses. Of the four hospitals, the Company has a contract to sell one facility,
one facility is being marketed for sale, one facility is being marketed for
sublease and one facility is now being used for a residential treatment program
by an existing Company facility. During fiscal year 1992, the Company closed one
general hospital, and on September 30, 1993, it sold ten general hospitals. As a
result of these transactions, and the combining into one facility of two
psychiatric hospitals formerly licensed separately, the Company operated 75
psychiatric hospitals as of March 31, 1994. The Company leases one general
hospital, which is managed by an unrelated third party. The lease and management
agreement expire in 1997.

The ten general hospitals were sold for approximately $338.0 million. The
Company retained the assets and liabilities for professional liability claims
incurred and cost report settlements for periods prior to September 30, 1993.
The results of operations of the general hospitals sold on September 30, 1993
have been reported as discontinued operations in the Company's financial
statements. Included in these amounts are net interest expenses related to debt
specifically identifiable as debt of the general hospitals. One of the ten
hospitals sold had previously been classified as a "non-core general hospital."
The results of operations of this hospital were not included in the consolidated
financial statements. For fiscal 1993, the core general hospitals had net
revenue of approximately $347 million and a net loss of approximately $15
million. The sale of the general hospitals has enabled the Company to
concentrate its efforts on behavioral healthcare systems. Additionally, the sale
of the general hospitals enabled the Company to reduce its long-term debt by
approximately $310.3 million.

During fiscal 1992, the Company filed a voluntary petition for relief
pursuant to Chapter 11 of the U.S. Bankruptcy Code. The Reorganization, which
became effective on July 21, 1992, resulted in a reduction of approximately $700
million principal amount of long-term debt and the elimination of redeemable
preferred stock having an aggregate liquidation preference of $233 million. The
Company accounted for the Reorganization by using the principles of fresh start
accounting, as required by AICPA Statement of Position 90-7, "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code." For
accounting purposes, the Company assumed that the Reorganization was consummated
on July 31, 1992. Under the principles of fresh start accounting, the Company's
total assets were recorded at their assumed

31
<PAGE>
reorganization value, with the reorganization value allocated to identified
tangible assets on the basis of their estimated fair value at July 31, 1992. The
excess of the reorganization value over the value of identifiable assets is
reported as "reorganization value in excess of amounts allocable to identifiable
assets."

Since consummation of the Reorganization in July 1992, the Company made
further reductions in its long-term debt of approximately $692.7 million as of
March 31, 1994. This debt reduction was made from the net proceeds from the sale
of the general hospitals ($310.3 million), sale of other assets ($27.3 million),
mandatory prepayments from excess cash ($108.6 million) and voluntary and
scheduled principal amortization ($246.5 million).

Effective with the fiscal year beginning October 1, 1994 the Company will be
required to adopt Statement of Financial Accounting Standard No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115").
Under SFAS 115 investments are to be classified into three categories: held to
maturity, available for sale, or trading. Unrealized holding gains or losses
will be recorded for securities held for trading and securities available for
sale. The Company believes the adoption of SFAS 115 will not have a material
effect on the Company's financial statements or results of operations.

RESULTS OF OPERATIONS

The comparability of the Company's net revenue, operating and administrative
expenses and bad debt expense from continuing operations for fiscal years 1991
through 1993 was not affected by the consummation of the Reorganization or the
sale of the general hospitals. During the fourth quarters of fiscal 1990 and
1991, the Company recorded charges related to the estimated losses through
estimated disposal dates of hospitals that the Company planned to sell, lease or
close (the "Noncore Hospitals"). Accordingly, financial results presented in the
Company's consolidated financial statements for the fiscal years ended September
30, 1991, 1992 and 1993 and the six months ended March 31, 1993 and 1994, do not
include net revenue, operating and administrative expenses, bad debt expenses or
depreciation and amortization expense for the Noncore Hospitals.

QUARTER AND SIX MONTHS ENDED MARCH 31, 1993 COMPARED TO QUARTER AND SIX
MONTHS ENDED MARCH 31, 1994. The selected statistics presented below are for
the "same store" core hospitals in operation at March 31, 1994.

<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
------------------------------------- -----------------------------------------
1993 1994 % CHANGE 1993 1994 % CHANGE
---------- ---------- ------------- ------------ ------------ -------------

<S> <C> <C> <C> <C> <C> <C>
Number of psychiatric hospitals.......... 75 75 -- 75 75 --
Average licensed beds.................... 7,016 6,975 (1) 7,008 6,980 --
Licensed bed days........................ 631,460 627,765 (1) 1,275,368 1,270,385 --
Total inpatient days (1)................. 353,709 329,267 (7) 692,903 649,931 (6)
Total equivalent outpatient days (2)..... 25,519 33,271 30 49,147 62,554 27
Total equivalent patient days............ 379,228 362,538 (4) 742,050 712,485 (4)
Occupancy rate (3)....................... 56.0% 52.5% (6) 54.3% 51.2% (6)
Admissions............................... 22,380 25,037 12 42,004 46,912 (12)
Average length of stay (days)............ 15.7 13.4 (15) 16.3 13.9 (15)
Psychiatric net revenue (in thousands)
(4)..................................... $ 217,954 $ 198,947 (9) $ 430,637 $ 397,076 (8)
Net revenue per equivalent patient day
(4)..................................... $ 575 $ 549 (5) $ 580 $ 557 (4)
<FN>
- ------------------------
(1) Provision of care to one inpatient for one day.
(2) Represents outpatient utilization computed by dividing gross outpatient
revenue by gross inpatient revenue per day.
(3) Inpatient days as a percentage of licensed bed days.
(4) Includes inpatient and outpatient revenue. Excludes revenue from
non-psychiatric operations.
</TABLE>

The Company had 329,267 patient days during the second quarter of fiscal
1994, a decrease of 24,442, or 7%, as compared to 353,709 for the same period of
fiscal 1993. The decrease in patient days occurred despite

32
<PAGE>
an increase of 2,657, or 12%, in admissions from 22,380 in the second quarter of
fiscal 1993 to 25,037 in the second quarter of fiscal 1994. The Company had
649,931 patient days during the first six months of fiscal 1994, a decrease of
42,972, or 6%, as compared to 692,903 for the same period of fiscal 1993. These
decreases in patient days were due primarily to a 15% decrease in the average
length of stay per patient caused primarily by increasingly stringent
utilization criteria imposed by third party payors regarding inpatient
treatment. Admissions increased 4,908, or 12%, from 42,004 in the first half of
fiscal 1993 to 46,912 in the first half of fiscal 1994.

The Company's net revenue declined from $233,160,000 in the second quarter
of fiscal 1993 to $212,610,000 in the second quarter of fiscal 1994, a decrease
of $20,550,000 or 9%. Of this decrease, $2,950,000 related to three hospitals
which were closed during the last two quarters of fiscal 1993. The remaining
decline was related to the "same store" core hospitals in operation at March 31,
1993 and 1994. Net revenue at the "same store" core hospitals decreased from
$217,954,000 in the second quarter of fiscal 1993 to $198,947,000 in the second
quarter of fiscal 1994, a decline of $19,007,000 or 9%. Net revenue per
equivalent patient day also declined for the "same store" core hospitals from
$575 to $549, or 5%, for the same periods. The decline in net revenue was
offset, in part, by a $1,407,000 increase in revenue from non-psychiatric
operations, from $12,256,000 in the second quarter of fiscal 1993 to $13,663,000
in the second quarter of fiscal 1994. The Company's net revenue for the six
months ended March 31, 1994 declined from $459,550,000 for the same period in
fiscal 1993 to $421,427,000, a decrease of $38,123,000, or 8%. Of this decrease,
$10,706,000 related to the four hospitals closed during fiscal 1993. The
remaining decline related to the "same store" core hospitals. One hospital which
is now included in the "same store" core hospital group was previously held for
sale, and therefore, its net revenue of $2,658,000 was not included in the
Company's reported consolidated net revenue for the six months ended March 31,
1993. Net revenue decreased $33,561,000, or 8%, from $430,637,000 for the six
months ended March 31, 1993, to $397,076,000 for the six months ended March 31,
1994. Net revenue per equivalent patient day also decreased to $557 from $580,
or 4%, for the same periods. The declines in net revenue and net revenue per
equivalent patient day for the "same store" hospitals were due primarily to a
shift in payor mix toward more Medicare, Medicaid and other cost-based business.
The decline in net revenue was offset, in part, by a $3,486,000 increase in net
revenue from non-psychiatric operations, from $20,865,000 in the first six
months of fiscal 1993 to $24,351,000 in the first six months of fiscal 1994. The
increase was primarily due to additional reserves established in fiscal 1993 for
uncollectible accounts.

The Company experienced a $10,466,000, or 6%, decrease in operating and
administrative expenses to $153,147,000 for the second quarter of fiscal 1994,
as compared to $163,613,000 for the second quarter of fiscal 1993. Operating and
administrative expenses for the six months ended March 31, 1994 were
$305,589,000 as compared to $323,367,000 for the six months ended March 31,
1993, a decline of $17,778,000, or 5% due primarily to reductions in salaries
and benefits resulting from decreases in the number of employees and reductions
in other purchased services.

Bad debt expenses for the quarter ended March 31, 1994 decreased $334,000,
or 2%, to $16,159,000 from $16,493,000 for the same period of the previous
fiscal year. Bad debt expenses as a percentage of net revenue increased to 7.6%
in the second quarter of fiscal 1994 from 7.1% in the second quarter of fiscal
1993. Bad debt expenses for the six months ended March 31, 1994 decreased
$2,582,000, or 7%, to $32,288,000 from $34,870,000 for the same period of the
previous fiscal year. Bad debt expenses as a percentage of net revenue increased
to 7.7% in the first six months of fiscal 1994 from 7.6% in the first six months
of fiscal 1993.

Depreciation and amortization expense increased $269,000, or 4%, from
$6,635,000 in the second quarter of fiscal 1993 to $6,904,000 in the second
quarter of fiscal 1994 and decreased $223,000, or 2%, from $13,802,000 for the
six months ended March 31, 1993 to $13,579,000 for the six months ended March
31, 1994.

Reorganization value in excess of amounts allocable to identifiable assets
(the "Excess Reorganization Value") is being amortized over the three-year
period ending June 1995. During fiscal 1993, Excess Reorganization Value was
reduced by approximately $21 million to reflect the recognition of tax benefits
related to

33
<PAGE>
pre-Reorganization tax loss carry forwards, and accordingly amortization expense
for the Excess Reorganization Value decreased 27%, or $2,950,000 to $7,800,000
from $10,750,000 for the second quarter of fiscal 1994 and 1993, respectively
and decreased 27%, or $5,900,000, to $15,600,000 from $21,500,000 for the six
months ended March 31, 1994 and 1993, respectively.

Net interest expense for the quarter and six months ended March 31, 1994
decreased 54% and 55%, respectively, from the same periods of the previous
fiscal year, due to the debt reductions resulting from the sale of the general
hospitals, mandatory and voluntary prepayments and scheduled payments in fiscal
1993 and the first half of fiscal 1994.

ESOP expense for the second quarter of fiscal 1994 increased $3,335,000, or
37%, to $12,300,000 from $8,965,000 for the second quarter of fiscal 1993. ESOP
expense for the first half of fiscal 1994 also increased 37%, or $6,629,000, to
$24,599,000 from $17,970,000 for the first half of fiscal 1993. These increases
resulted primarily from changes in eligibility requirements, which increased the
number of employees who participate in the ESOP.

Stock option expense for the second quarter and first half of fiscal 1994
decreased from the same periods of the previous year due to a one-time charge
during the second quarter of fiscal 1993 of $21.3 million related to the vesting
of certain options held by a former employee and director. Under the terms of
the 1992 Stock Option Plan, upon the satisfaction of certain financial targets
and the termination of his employment, all of the employee's options vested
immediately and the option prices were reduced to $.25 per share. During
December 1993, the former employee and director exercised approximately 2.2
million options to purchase shares of the Company's common stock and surrendered
approximately 570,000 of such optioned shares (valued at approximately $14.2
million) as consideration for the payment of required withholding taxes. As a
result, the Company was required to make withholding tax payments on behalf of
the former employee of approximately $14.2 million which was charged against
additional paid-in capital. This charge was offset by a tax benefit recorded of
approximately $9.4 million related to additional stock option expense allowable
for income tax purposes.

The financial and statistical data presented below for the fiscal years
ended September 30, 1991, 1992, and 1993 is "same store" data for the core
hospitals in operation as of September 30, 1993, and differs from amounts
reported above, amounts previously reported and amounts presented below under
"Business."

SELECTED "SAME STORE" PSYCHIATRIC HOSPITAL OPERATING DATA
FISCAL YEAR ENDED SEPTEMBER 30

<TABLE>
<CAPTION>
1991 % CHANGE 1992 % CHANGE 1993 % CHANGE
-------------- ----------- -------------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Number of psychiatric hospitals..... 74 -- 74 -- 74 --
Average licensed beds............... 6,920 5 6,936 -- 6,938 --
Licensed bed days................... 2,525,900 5 2,538,524 1 2,532,464 --
Total inpatient days (1)............ 1,445,614 (10) 1,388,915 (4) 1,350,835 (3)
Total equivalent outpatient days
(2)................................ 54,948 24 75,345 37 106,263 41
Total equivalent patient days....... 1,500,562 (9) 1,464,260 (2) 1,457,098 (1)
Occupancy rate (3).................. 57.2% (14) 54.7% (4) 53.3% (3)
Admissions.......................... 70,565 6 78,597 11 85,158 8
Average length of stay (days)....... 20.4 (15) 17.8 (13) 15.8 (11)
Psychiatric net revenue (in
thousands) (4)..................... $ 810,451 1 $ 847,349 5 $ 838,775 (1)
Net revenue per equivalent patient
day (4)............................ $ 540 11 $ 579 7 $ 576 (1)
<FN>
- ------------------------------
(1) Provision of care to one inpatient for one day.
(2) Represents outpatient utilization computed by dividing gross outpatient
revenue by gross inpatient revenue per day.
(3) Inpatient days as a percentage of licensed bed days.
(4) Includes inpatient and outpatient revenue. Excludes revenue from
non-psychiatric operations.
</TABLE>

34
<PAGE>
FISCAL 1992 COMPARED TO FISCAL 1993. The Company had 1,350,835 patient days
in fiscal 1993, a decrease of 38,080, or 3%, from 1,388,915 in fiscal 1992. The
decrease in patient days occurred despite an increase of 6,561, or 8%, in
admissions from 78,597 in fiscal 1992 to 85,158 in fiscal 1993. The decrease in
average length of stay was caused by stringent criteria regarding inpatient
treatment by payors and changes in program mix.

The Company's net revenue decreased $22,798,000, or 2%, from $920,705,000 in
fiscal 1992 to $897,907,000 in fiscal 1993. Of this decline, $13,410,000
resulted from the disposal of hospitals which were considered core hospitals in
fiscal 1992, and $814,000 was related to non-psychiatric operations. Net revenue
at the "same store" core hospitals in operation at September 30, 1993 decreased
to $838,775,000 in fiscal 1993 as compared to $847,349,000 for fiscal 1992, a
decrease of $8,574,000, or 1%. Net revenue per equivalent patient day also
decreased 1% in fiscal 1993 from $579 in fiscal 1992 to $576 in fiscal 1993. The
decreases were primarily the result of an increase in the percentage of business
the Company derived from Medicare and Medicaid patients during fiscal 1993. The
increase in Medicaid patients results primarily from certain state Medicaid
programs which have begun reimbursing for psychiatric coverages. The Company
believes the increase in Medicare patients results from new programs started in
certain markets for senior patients and from the general aging of the
population. Net revenue in 1993 includes approximately $8 million over the prior
year from the normal settlement of reimbursement issues. In fiscal 1993, gross
outpatient revenue increased 53% to $100,376,000 from $65,686,000 in fiscal
1992.

The Company's operating and administrative expenses declined from
$671,208,000 in fiscal 1992 to $640,847,000 in fiscal 1993, a decrease of
$30,361,000, or approximately 5%. The decrease in fiscal 1993 resulted primarily
from reductions in salaries and benefits and purchased services and the sale of
two facilities during the year. The reductions in salaries and benefits and
purchased services were the result of the Company's continued focus on
controlling its variable costs including a decrease in the number of employees
and reduced fees for professional services.

The Company's bad debt expense increased $2,093,000, or 3%, from $65,207,000
in fiscal 1992 to $67,300,000 in fiscal 1993. Bad debt expenses as a percentage
of net revenue were 7.5% for fiscal 1993. The Company anticipates future
increases in bad debt expenses due to increased deductibles and co-insurance and
reduced annual and lifetime psychiatric maximum payment limits for individual
patients, which will result in the Company not collecting full charges on an
increasing number of patients.

Depreciation and amortization expense decreased $12,375,000, or 32%, in
fiscal 1993 from $38,757,000 in fiscal 1992 to $26,382,000 in fiscal 1993 due to
the writedown of depreciable property and equipment and the write-off of
deferred charges which occurred upon consummation of the Reorganization and the
implementation of fresh start accounting.

Net interest expense decreased $107,778,000, or 59%, in fiscal 1993 to
$74,156,000 as compared to $181,934,000 in fiscal 1992 due to the reduction of
debt upon consummation of the Reorganization and the significant debt reductions
which occurred since consummation of the Reorganization.

ESOP expense for fiscal 1993 increased $7,349,000, or 19% to $45,874,000 as
compared to $38,525,000 for fiscal 1992 due primarily to increased contributions
to the ESOP, which were required as a result of larger debt service requirements
in fiscal 1993. Also, the ESOP plan was amended to permit broader participation
in the plan which increased the number of employees eligible to receive an ESOP
contribution in calendar 1993.

Upon consummation of the Reorganization, the Company implemented the 1992
Stock Option Plan. A former employee and director of the Company was granted
options under the 1992 Stock Option Plan to purchase approximately 2.2 million
shares at exercise prices of either $4.36 per share or $9.60 per share. On March
4, 1993, all of the options issued to the former employee and director vested
and the option prices were reduced to $.25 per share, which resulted in the
Company recognizing approximately $21.3 million in additional stock option
expense during the second quarter of fiscal 1993. The remaining expenses related
to the 1992 Stock Option Plan were due to increases in the market price of the
underlying Common Stock and the impact of additional shares vesting in fiscal
1993.

As of September 30, 1993, the Company had estimated tax net operating loss
(NOL) carryforwards of approximately $171 million available to reduce future
federal taxable income. These NOL carryforwards expire in 2006 and 2007 and are
subject to examination by the Internal Revenue Service. Due to the

35
<PAGE>
ownership change which occurred as a result of the Reorganization, the Company's
utilization of NOLs generated prior to the consummation of the Reorganization is
significantly limited. The Internal Revenue Service is currently examining the
Company's income tax returns for fiscal 1989 through 1992. Adjustments arising
from such examination could reduce or eliminate the NOL carryforwards. In
Management's opinion, adequate provisions have been made for any adjustments
which may result from such examinations.

The Company's tax provision in fiscal 1993 results primarily from the fact
that the amortization of reorganization value in excess of amounts allocable to
identifiable assets is not deductible for tax purposes.

FISCAL 1991 COMPARED TO FISCAL 1992. The Company had 1,388,915 patient days
in fiscal 1992, a decrease of 56,699, or 4%, as compared to 1,445,614 in fiscal
1991. The decrease in patient days occurred despite an increase of 8,032, or
11%, in admissions from 70,565 in fiscal 1991 to 78,597 in fiscal 1992. The
decrease in patient days was due primarily to a 13% decrease in the average
length of stay from 20.4 to 17.8 caused by changes in program mix and stringent
criteria regarding inpatient treatment by third-party payors.

Net revenue for the Company's hospitals increased to $920,705,000 in fiscal
1992 from $868,264,000 in fiscal 1991, for an increase of $52,441,000, or 6%.
Non-psychiatric net revenue increased $14,832,000 relating primarily to the
Company's general hospital which is operated by an unaffiliated third party.
Hospitals which were no longer in operation at September 30, 1993 accounted for
$711,000 of the increase. The net revenue for the Company's "same store" core
hospitals in operation at September 30, 1993 increased $36,898,000, or 5%, to
$847,349,000 in fiscal 1992 from $810,451,000 in fiscal 1991. Net revenue per
equivalent patient day for the "same store" hospitals increased from $540 in
fiscal 1991 to $579 in fiscal 1992, an increase of $39, or 7%, per equivalent
patient day. These increases were due to increases in hospital charges,
increases in outpatient revenue and approximately $12.3 million in normal
settlements of open reimbursement issues related to contractual and cost-based
programs.

The Company's operating and administrative expenses increased $14,380,000,
or approximately 2%, in fiscal 1992. The increase from $656,828,000 to
$671,208,000 resulted primarily from increased salaries and benefits, supply
expenses and professional fees as a result of increased admissions in the
Company's hospitals.

The Company's bad debt expense increased $13,590,000, or 26%, in fiscal 1992
to $65,207,000 from $51,617,000. Bad debt expenses as a percentage of net
revenue were 7.1% for fiscal 1992.

Depreciation and amortization expense decreased $9,902,000, or 20%, in
fiscal 1992 as compared to fiscal 1991 due primarily to the decrease in
amortization of preopening costs.

Upon consummation of the Plan the Company began amortization of the excess
of reorganization value over the value of identifiable assets, recorded in
connection with the implementation of fresh start accounting. Related
amortization during fiscal 1992 was $7,167,000.

Interest expense for fiscal 1992 decreased 22%, or $50,284,000, to
$181,934,000 from $232,218,000 for fiscal 1991. The decrease was due to the
restructuring of the debt and payments made during the fiscal year.

ESOP expense increased $42,487,000 during fiscal 1992 over fiscal 1991. The
increase was due to reductions in ESOP expense recorded in fiscal 1991 to
reflect adjustments to its previously estimated fiscal 1990 and 1991
contributions.

Upon consummation of the Plan during fiscal 1992, the Company's deferred
compensation plan was discontinued and the 1992 Stock Option Plan was
implemented.

During fiscal 1990, the Company recorded a charge of $105 million for the
write-down of certain assets to their estimated net recoverable value, closing
costs and estimated operating losses to the estimated disposal date on certain
Non-core facilities, professional and advisory fees, write-off of development
projects, severance pay related to organizational changes and other estimated
restructuring costs. During fiscal 1991, the Company recorded an additional
charge of $45 million for restructuring costs due primarily to the increased
time required to complete the Restructuring.

LIQUIDITY AND SOURCES OF CAPITAL

OPERATIONAL ACTIVITIES. During fiscal 1993, cash provided by operations
decreased approximately $25.3 million, due primarily to the normal settlement of
open reimbursement issues related to contractual and cost-based programs.

36
<PAGE>
The number of days of net patient revenue in net patient accounts receivable
was 62 days at March 31, 1994 and 61 days at September 30, 1993.

Management believes that the Company will have adequate cash flow from
operations to fund its operations, capital expenditures and debt service
obligations over the next year. The Company had working capital deficiencies at
September 30, 1992 and 1993 and at March 31, 1994 due primarily to the retention
of liabilities for cost report settlements for the general hospitals sold on
September 30, 1993, and $19.5 million and $13.9 million of long-term debt
classified as current at September 30, 1992 and 1993, respectively, resulting
from mandatory payments made in October 1992 and 1993.

INVESTING ACTIVITIES. During fiscal 1993 and the first six months of fiscal
1994, the Company incurred approximately $11 million and $7 million,
respectively, in capital expenditures, primarily for routine capital
replacement. The Company also incurred expenditures of approximately $1.7
million for the acquisition of a business related to the implementation of the
Company's new growth and expansion strategy. The capital outlays were financed
from cash provided by operations. The Company anticipates that capital
expenditures for fiscal 1994 relating to existing hospitals will be
approximately $15 million. The Company also anticipates making capital
expenditures of approximately $7 million during fiscal 1994 and 1995 to renovate
certain of the Target Hospitals. The fiscal 1994 capital expenditures will be
financed from cash provided by operations or from borrowings pursuant to the New
Credit Agreement.

Future cash flows provided by investing activities will be reduced by the
amount of cash previously provided by the discontinued operations which was
approximately $42.5 million in fiscal year 1993. However, the sale of the
General hospitals allowed the Company to reduce its debt and save approximately
$32.3 million in annual interest expense.

FINANCING ACTIVITIES. Since consummation of the Reorganization in July
1992, the Company has made reductions in its long-term debt of approximately
$692.7 million as of March 31, 1994. This debt reduction was made from a portion
of the net proceeds from the sale of the general hospitals ($310.3 million),
sale of other assets ($27.3 million), mandatory prepayments from excess cash
($108.6 million) and voluntary and scheduled payments ($246.5 million). Capital
expenditures have been funded from internally generated funds since the
Reorganization.

In connection with the Reorganization, the Company entered into the Old
Credit Agreement and issued the 7 1/2% Senior Subordinated Debentures. The Old
Credit Agreement and the indenture for the 7 1/2% Senior Subordinated Debentures
imposed severe restrictions on the Company's operations. The Old Credit
Agreement limited the Company to $15 million of additional indebtedness, other
than borrowings under the Old Credit Agreement. Other restrictions included
limitations on capital expenditures, payment of dividends on capital stock,
investments and sales of assets and stock of subsidiaries. On May 2, 1994, the
Company entered into the New Credit Agreement and issued the Old Notes. The net
proceeds from the sale of the Old Notes, together with borrowings pursuant to
the New Credit Agreement, were used to refinance the indebtedness outstanding
pursuant to the Old Credit Agreement, to retire the 7 1/2% Senior Subordinated
Debentures and to refinance certain existing mortgage indebtedness of certain of
the subsidiaries of the Company. See "Use of Proceeds."

The Company expects to obtain increased operational and financial
flexibility as a result of entering into the New Credit Agreement and issuing
the Old Notes because the covenants contained in the New Credit Agreement and
the Indenture for the Old Notes (which Indenture will also govern the New Notes)
are less restrictive than those formerly in effect. However, the New Credit
Agreement and the Indenture for the Old Notes contain a number of restrictive
covenants, which, among other things, limit the ability of the Company and its
Restricted Subsidiaries to incur other indebtedness, engage in transactions with
affiliates, incur liens, make certain restricted payments, and enter into
certain business combination and asset sale transactions. The New Credit
Agreement also limits the Company's ability to incur capital expenditures and
requires the Company to maintain certain specified financial ratios. A failure
by the Company to maintain such financial ratios or to comply with the
restrictions contained in the New Credit Agreement, the Indenture for the Old
Notes or other agreements relating to the Company's debt could cause such
indebtedness (and by reason of cross-acceleration provisions, other
indebtedness) to become immediately due and payable. See "Description of the New
Notes"; "Summary of New Credit Agreement." There are no restrictions on the
ability of the Guarantors to make distributions to the Company.

37
<PAGE>

The New Credit Agreement permits the Company to contribute the assets of
hospitals and related medical facilities to joint ventures that conduct a
healthcare business, provided that certain conditions are satisfied and that the
aggregate fair market value or book value, whichever is greater, of all such
facilities contributed to joint ventures with respect to which the Company and
its wholly-owned subsidiaries do not have a majority of the equity interests or
are not entitled to elect or appoint the directors, managers or trustees, as
applicable, does not exceed $100 million. Furthermore, the New Credit Agreement
permits the Company and its "restricted subsidiaries," (as defined in the New
Credit Agreement) subject to the satisfaction of certain conditions, to invest
up to $70 million plus the lesser of $30 million and an amount equal to
"accumulated excess cashflow" (as defined in the New Credit Agreement) of cash
and other assets (other than hospitals and related medical facilities) in
subsidiaries of the Company formed to pursue strategic investments and joint
ventures in clinical services and management information services and to invest
up to $80 million in other types of investments. See "Summary of New Credit
Agreement -- Affirmative, Negative and Financial Covenants." The Indenture also
contains provisions that permit the Company and its Restricted Subsidiaries to
make investments in non-guarantors. The provisions contained in the Indenture
are less restrictive than those contained in the New Credit Agreement and are,
therefore, not relevant to the ability of the Company and its Restricted
Subsidiaries to make investments in non-guarantors as long as the New Credit
Agreement is in effect. See "Description of the New Notes -- Certain Covenants
- -- Limitation on Restricted Payments."

The Company intends to make investments in Permitted Joint Ventures and
Unrestricted Subsidiaries to the extent it believes doing so will be consistent
with its business strategy. To the extent the Company or its Restricted
Subsidiaries make investments of the type described above, the assets available
for debt payment and guarantee obligations could be diminished.

38
<PAGE>
BUSINESS

GENERAL

Charter Medical Corporation ("Charter" or the "Company") is a leading
private provider of behavioral healthcare services and one of the largest owners
and operators of private psychiatric hospitals in the United States.
Approximately 46,900 patients were admitted to the Company's psychiatric
hospitals during the six-month period ended March 31, 1994. In contrast, its
next largest competitor reported approximately 19,600 admissions during its two
most recent fiscal quarters. As of March 31, 1994, the Company operated 73
psychiatric hospitals and two free-standing residential treatment centers with
an aggregate capacity of 6,970 licensed beds. In addition, the Company operates
120 outpatient centers staffed by behavioral health professionals, 68 of the
Company's hospitals operate partial hospitalization programs, 40 of the
Company's hospitals operate intensive outpatient programs, and 14 hospitals
operate residential treatment programs. Its next largest competitor operated 49
psychiatric hospitals and had 4,205 beds in service at such date. The Company
uses the term "psychiatric hospitals" or "hospitals" to refer to facilities
licensed as acute care psychiatric hospitals and facilities licensed as
residential treatment centers. A residential treatment center offers less
intensive and longer stay services than do acute care psychiatric hospitals. On
June 30, 1994, the Company acquired 18 psychiatric hospitals, seven
chemical-dependency treatment facilities, one residential treatment center and
one physician outpatient practice from NME in connection with the Acquisition.
Pursuant to the First Facilities Agreement, the Company has agreed to acquire,
subject to the occurence of certain conditions, three additional psychiatric
hospitals. Pursuant to the Subsequent Facilities Agreement, the Company has
agreed to acquire, subject to the occurrence of certain conditions, 15
additional psychiatric hospitals, one additional chemical-dependency treatment
facilities and one additional residential treatment center. A
chemical-dependency treatment facility is a hospital that is licensed to treat
only substance abuse patients. If completed in its entirety, the Acquisition
will increase the number of behavioral healthcare facilities operated by the
Company to 121, with an aggregate capacity of 10,466 licensed beds.

INDUSTRY OVERVIEW

According to industry and government estimates, mental disorders affect
approximately 40 million American adults (22% of the adult population) each
year. Severe mental disorders, such as schizophrenia, manic depressive illness
and severe depression, affect approximately five million people (2.8% of the
adult population). Substance abuse disorders affect approximately 17 million
adults (9.5% of the adult population). Smaller percentages of adolescents suffer
from mental or substance abuse disorders. Management believes that a small
percentage of those who reportedly suffer from mental or substance abuse
disorders receive professional treatment. Direct expenditures in 1990, the
latest year for which data are available, for treatment of persons suffering
from mental and substance abuse disorders were approximately $67 billion.

Management believes that demand for behavioral healthcare services should
increase commensurate with the increase in the percentage of persons who seek
treatment for their behavioral health disorders. Management anticipates that the
percentage of persons who seek treatment will increase because of a continuing
decline in the social stigma associated with behavioral disorders and a growing
recognition by the government and employers of the indirect costs (such as lost
productivity, work and vehicular accidents, and social welfare costs) of failing
to treat such disorders. Management further believes that direct expenditures to
private providers (including clinicians and hospitals) will increase as overall
demand for behavioral healthcare services increases. Because of the requirement
for cost-effective delivery of behavioral healthcare services, partial
hospitalization and outpatient treatment should increasingly serve as
alternatives to traditional inpatient treatment.

39
<PAGE>
HOSPITAL OPERATIONS

The Company's psychiatric hospitals are primarily located in well-populated
urban and suburban locations in 26 primarily southern and western states in the
United States. Fifteen of the Company's hospitals are affiliated with medical
schools for residency and other post-graduate teaching programs. The Target
Hospitals are located in 20 states. The Company does not currently operate
psychiatric hospitals in five of these states: Colorado, Maryland, Minnesota,
New Hampshire and New Jersey.

The financial and statistical results from operations of the Noncore
Hospitals for fiscal years 1991, 1992 and 1993 are not included in the Company's
consolidated financial statements or the following table.

<TABLE>
<CAPTION>
SELECTED PSYCHIATRIC HOSPITAL OPERATING DATA (1)
FISCAL YEAR ENDED SEPTEMBER 30,
------------------------------------------------------------------
1989 1990 1991 1992 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Number of psychiatric hospitals......... 80 91 80 79 74
Average licensed beds................... 6,683 7,660 7,284 7,288 7,145
Licensed bed days....................... 2,439,247 2,795,793 2,658,760 2,667,428 2,607,996
Total inpatient days (2)................ 1,735,478 1,768,387 1,494,844 1,430,815 1,373,835
Total equivalent outpatient days (3).... 38,321 50,247 56,336 77,901 107,386
Total equivalent patient days........... 1,773,799 1,818,634 1,551,180 1,508,716 1,481,221
Occupancy Rate (4)...................... 71.1% 63.3% 56.2% 53.6% 52.7%
Admissions.............................. 66,042 74,254 73,120 81,311 86,794
Average Length of Stay (Days)........... 26.3 23.7 20.4 17.8 15.8
Psychiatric net revenue (in thousands)
(5).................................... $846,938 $893,105 $838,167 $875,776 $853,792
Net revenue per equivalent patient day
(5).................................... $477 $491 $540 $580 $576
<FN>
- ------------------------
(1) For fiscal 1989 and 1990, the Selected Psychiatric Hospital Operating Data
includes financial or statistical data for the Noncore Hospitals.
(2) Provision of care to one inpatient for one day.
(3) Represents outpatient utilization, computed by dividing gross outpatient
revenue by gross inpatient revenue per day.
(4) Inpatient days as a percentage of licensed bed days.
(5) Includes inpatient and outpatient revenue. Excludes revenue from
non-psychiatric operations.
</TABLE>

The Company's facilities provide a continuum of behavioral care for
children, adolescents and adults in their service area. These services include
crisis stabilization; acute psychiatric services; acute chemical dependency
services; partial (day and evening) hospitalization programs; intensive
adolescent weekend services; outpatient services; support group services and
aftercare, including programs such as ALCOHOLICS ANONYMOUS, NARCOTICS ANONYMOUS
and OVEREATERS ANONYMOUS; and residential treatment. A typical treatment program
of the Company integrates physicians and other patient-care professionals, and,
for those patients who do not have a personal psychiatrist or other specialist,
the hospital refers the patient to a member of its medical staff.

A significant portion of psychiatric hospital admissions are provided by
physician referrals, and physician relationships are an important aspect of the
Company's ongoing business. Management believes that the quality of the
Company's treatment programs, staff employees and physical facilities are
important factors in maintaining good physician relationships.

The Company's hospitals work closely with mental health professionals,
non-psychiatric physicians, emergency rooms and community agencies that come in
contact with individuals who may need treatment for mental illness or substance
abuse. The Company's marketing efforts are directed at increasing general
awareness of mental health and addictive disease and the services offered by the
Company's hospitals.

SEASONALITY

The Company's business is seasonal in nature, with a reduced demand for
certain services generally occurring in the fourth fiscal quarter and around
major holidays, such as Thanksgiving and Christmas. The Company believes that
business in the entire behavioral healthcare industry is seasonal and,
therefore, does not expect the Acquisition to alter this aspect of the Company's
business.

40
<PAGE>
COMPETITION

Each of the Company's hospitals competes with other hospitals, including
psychiatric hospitals and general hospitals that have psychiatric units. Some of
these hospitals are larger and have greater financial
resources. Some competing hospitals are owned and operated by governmental
agencies, others by nonprofit organizations supported by endowments and
charitable contributions and others by proprietary hospital corporations.
Psychiatric hospitals frequently draw patients from areas outside their
immediate locale and, therefore, the Company's psychiatric hospitals may, in
certain markets, compete with both local and more distant hospitals. The
competitive position of a hospital is, to a significant degree, dependent upon
the number and quality of physicians who practice at the hospital and who are
members of its medical staff.

In order to deliver cost-effective behavioral healthcare services, most of
the Company's hospitals provide a range of alternatives to traditional inpatient
treatment, including day hospitalization and on-and off-campus outpatient
services. These alternative services may compete with private practicing mental
health professionals and, in certain markets, with non-hospital facilities that
provide full-and part-day outpatient treatment.

In recent years, the competitive position of hospitals has been affected by
the ability of such hospitals to obtain contracts with Preferred Provider
Organizations ("PPO's"), Health Maintenance Organizations ("HMO's") and other
managed care programs to provide inpatient and other services. Such contracts
normally involve a discount from the hospital's established charges, but provide
a base of patient referrals. These contracts also frequently provide for
pre-admission certification and for concurrent length of stay reviews. The
importance of obtaining contracts with HMO's and PPO's varies from
market-to-market, depending on the individual market strength of the HMO's and
PPO's.

State certificate of need laws place limitations on the Company's and its
competitors' ability to build new hospitals and to expand existing hospitals.
Protection from new competition is reduced in those states where there is no
certificate of need law. The Company operates 36 hospitals in 11 states
(Arizona, Arkansas, California, Indiana, Kansas, Louisiana, Nevada, New Mexico,
South Dakota, Texas and Utah) which do not have certificate of need laws
applicable to hospitals. Sixteen of the Target Hospitals are in seven states
(Arizona, Arkansas, California, Colorado, Indiana, Louisiana and Texas) which do
not have certificate of need laws applicable to hospitals.

INDUSTRY TRENDS

The Company's psychiatric hospitals have been adversely affected by factors
influencing the entire psychiatric hospital industry. Factors which affect the
Company include (i) the imposition of more stringent length of stay and
admission criteria by non-governmental insurance and other healthcare benefit
programs; (ii) the failure of reimbursement rate increases from certain
third-party payors that reimburse on a per diem or other discounted basis to
offset increases in the cost of providing services; (iii) an increase in the
percentage of its business that the Company derives from third-party payors that
reimburse on a per diem or other discounted basis; (iv) a trend toward higher
deductibles and co-insurance for individual patients; (v) a trend toward
limiting employee health benefits, such as reductions in annual and lifetime
limits on mental health coverage; and (vi) a trend toward agreements with payors
where the Company agrees to assume the risk for the provision of treatment to
all members of a particular group for a specified revenue amount. In response to
these industry trends, the Company (i) developed a wider array of outpatient
services, such as partial hospitalization and intensive outpatient programs;
(ii) decentralized hospital management to increase the Company's responsiveness
to local market conditions; (iii) pursued joint ventures and affiliations with
other healthcare providers; and (iv) implemented more efficient operating and
administrative expense controls.

41
<PAGE>

the date hereof, have an agreement to acquire any behavioral healthcare
facilities in any of the 14 new markets. Management also is seeking additional
strategic alliances with, and additional acquisitions of, group psychiatric
practices, mental health clinics, other behavioral healthcare providers and
behavioral managed-care firms. Management believes that this strategy will
enhance the Company's ability to obtain nationwide, area-wide and local
contracts to be the exclusive or a preferred provider of behavioral healthcare
services to major employers, third-party payors and managed-care firms.

HEALTHCARE REFORM

On October 27, 1993, President Clinton submitted to Congress the
Administration's Proposal for comprehensive healthcare reform legislation. At
present, six other comprehensive reform proposals have been introduced in the
Congress, several of which are likely to be viewed by Congress as significant
alternatives to the Administration's Proposal. A central component of the
Administration's Proposal is the restructuring of health insurance markets
through the use of "managed competition." Under the Administration's Proposal,
states would be required to establish regional purchasing cooperatives, known as
"regional alliances," that would be the exclusive source of insurance coverage
for individuals and employers with less than 5,000 employees. All employers
would be required to make available such coverage to their employees and
contribute 80% of the premium, and all individuals would be required to enroll
in an approved health plan. Regional alliances would contract with health plans
that demonstrate an ability to provide consumers with a broad range of benefits,
including hospital services. The federal government would provide subsidies to
low income individuals and certain small businesses to help pay for the cost of
coverage. These subsidies and other costs of the Administration's Proposal would
be funded in significant part by reductions in payments by the federal Medicare
and Medicaid programs to providers, including hospitals. The Administration's
Proposal would also place stringent limits on the annual growth in health-plan
insurance premiums.

Certain aspects of the Administration's Proposal, such as reductions in
Medicare and Medicaid payments, if adopted, could adversely affect the Company's
business. In fiscal 1992 and 1993, the Company obtained 29% and 38%,
respectively, of its gross psychiatric patient service revenue from the Medicare
and Medicaid programs. Other aspects of the Administration's Proposal, such as
universal health insurance coverage, could have a positive impact on the
Company's business by reducing the amount of uncompensated care provided by the
Company's hospitals. No assurance can be given that any reform proposal will be
adopted or implemented or that any reform proposal which is ultimately adopted
will not have a material adverse effect on the Company's financial condition and
results of operations.

In addition to the Administration's Proposal and other federal reform
initiatives, state legislatures also have undertaken healthcare reform
initiatives independent of federal reform. The States of Maine, Florida,
California and Washington have adopted legislation based on managed competition.
It is not possible at this time to predict what, if any, reforms will be adopted
by the states, or when such reforms will be adopted and implemented. No
assurance can be given that any such reforms will not have a material adverse
effect upon the Company's revenues and earnings or upon the demand for the
Company's services.

SOURCES OF REVENUE

Payments are made to the Company's hospitals by patients, by various
insuring organizations (including self-insured employers), by the federal and
state governments under Medicare, Medicaid, CHAMPUS and other programs, and by
HMO's, PPO's and other managed care programs. Amounts received under government
programs, HMO, PPO and other managed care arrangements, certain self-insured
employers and certain Blue Cross plans are generally less than the hospital's
established charges. The approximate percentages of gross patient revenue (which
is revenue before deducting contractual allowances and discounts from
established billing rates) derived by the Company's psychiatric hospitals from
various payment sources for the last three fiscal years were as follows:

42
<PAGE>
PERCENTAGE OF HOSPITAL GROSS REVENUE

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED SEPTEMBER 30, MARCH 31,
------------------------ ------------------
1991 1992 1993 1993 1994
---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C>
Medicare.......................................... 14% 18% 23% 21% 26%
Medicaid.......................................... 8 11 15 14 16
---- ---- ---- ------ ------
22 29 38 35 42
HMO's and PPO's................................... 6 9 11 11 14
CHAMPUS........................................... 8 6 6 7 5
Other (primarily Blue Cross and Commercial
Insurance)....................................... 64 56 45 47 39
---- ---- ---- ------ ------
Total........................................... 100% 100% 100% 100% 100%
---- ---- ---- ------ ------
---- ---- ---- ------ ------
</TABLE>

The Company does not expect its current payor mix to be altered
significantly as a result of the Acquisition.

Most private insurance carriers reimburse their policyholders or make direct
payments to the hospitals for charges at rates specified in their policies. The
patient remains responsible to the hospital for any difference between the
insurance proceeds and the total charges. Certain Blue Cross programs have
negotiated reimbursement rates with certain of the Company's hospitals which are
less than the hospital's charges.

Most of the Company's hospitals have entered into contracts with HMO's,
PPO's, certain self-insured employers and other managed care plans which provide
for reimbursement at rates less than the hospital's normal charges. In addition
to contracts entered into by individual hospitals with such managed care plans,
the Company has entered into regional and national contracts with HMO's, PPO's,
self-insured employers and other managed care plans that apply to all of the
Company's hospitals in the geographic areas covered by a contract. The Company
is seeking to obtain additional regional and national contracts. The Company
expects its percentage of revenue from these payor sources to increase in the
future. The Company believes that the Acquisition will assist the Company to
obtain additional regional and national contracts by expanding the areas the
Company serves.

The Medicare program has changed significantly during the past years, and
these changes have had and will continue to have significant effects on the
Company's hospitals. Under the Medicare provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA"), costs per Medicare case are determined for
each of the Company's psychiatric hospitals. A target cost per case is
established for each year (the "Target Rate"). If a hospital's costs per case
are less than the Target Rate, the hospital receives a bonus of 50% of the
difference between its actual costs per case and the Target Rate (limited to 5%
of the Target Rate). These limits apply only to operating costs and do not apply
to capital costs, including lease expense, depreciation and interest associated
with capital expenditures. For cost reporting years that began prior to October
1, 1991, reimbursement was generally limited to the Target Rate. Effective for
cost reporting years which began on or after October 1, 1991, hospitals with
costs which exceed the Target Rate are paid an additional amount equal to 50% of
the excess, up to 10% of the Target Rate. The Target Rate for each hospital is
increased annually by the application of an "update factor" published in
regulations and/or legislation.

Most of the Company's hospitals participate in state operated Medicaid
programs. Federal guidelines prohibit Medicaid funding for inpatient services
within freestanding psychiatric hospitals for patients between the ages of 21
and 64. Each state government is responsible for establishing the Medicaid
eligibility and coverage criteria, payment methodology and funding mechanisms
which apply in that state, subject to federal guidelines. Accordingly, the level
of Medicaid payments received by the Company's hospitals varies from state to
state. In addition to the basic payment level for patient care, several state
programs include a financial benefit for hospitals which treat a
disproportionately large volume of Medicaid patients as a percentage of the
total patient population. These "disproportionate share" benefits are subject to
annual review and revision by the related state governments and could be
substantially reduced or eliminated at any

43
<PAGE>
point in the future. The Omnibus Budget Reconciliation Act of 1993 ("OBRA 93")
prohibits disproportionate share payments to hospitals which have a Medicaid
utilization rate of less than 1% effective for state fiscal years ending in
1994. Beginning in state fiscal years ending in 1995, the amount of
disproportionate share payments each hospital can receive will be limited
through the use of formulas based generally on the cost of providing services to
Medicaid and uninsured patients. The Administration's Proposal would eliminate
Medicaid disproportionate share payments. The Company received approximately $1
million, $13 million and $15 million in Medicaid disproportionate share payments
in fiscal 1991, 1992 and 1993, respectively.

Within the statutory framework of the Medicare and Medicaid programs, there
are substantial areas subject to administrative rulings and interpretations
which may affect payments made under either or both of such programs. In
addition, federal or state governments could reduce the future funds available
under such programs or adopt additional restrictions on admissions and more
stringent requirements for utilization of services. These types of measures
could adversely affect the Company's operations. Although the Target Rates have
been increased annually, the Company does not believe these increases have been
sufficient to offset inflation in hospital operating costs. Final determination
of amounts payable under Medicare and certain Medicaid programs are subject to
review and audit. The Company's management believes that adequate provisions
have been made for any adjustments that might result from such reviews or
audits.

Most of the Company's hospitals receive revenues from the CHAMPUS program.
CHAMPUS provides payment for civilian medical services rendered to military
dependents and retired military personnel. Effective January 1, 1989, CHAMPUS
changed its method of reimbursing providers for drug and alcohol treatment
services and inpatient psychiatric services. After that date, psychiatric
hospitals were classified into two groups, each with different payment methods.
The first group, classified as high volume CHAMPUS hospitals, are those
hospitals with 25 or more CHAMPUS discharges during federal fiscal year 1988 or
any fiscal year thereafter. (The Company has 52 hospitals included within this
group.) These hospitals receive a per diem payment, subject to a limitation of
$672 per day. The remainder of the Company's psychiatric hospitals are
classified as low volume CHAMPUS hospitals. These hospitals receive a per diem
based on a wage-adjusted regional rate.

Effective October 1, 1991, CHAMPUS patients became subject to annual limits
on the number of psychiatric days covered by the CHAMPUS program. Covered
inpatient services are generally limited to 30 days for adult acute patients, 45
days for child and adolescent acute patients, and 150 days for residential
treatment center patients. These limits have reduced the revenue the Company
receives from the CHAMPUS program.

The Company's Medicare revenue has been and may in the future be reduced
under the Balanced Budget and Emergency Deficit Control Act of 1985, as amended
by The Budget Enforcement Act of 1990 and OBRA 93 (the "Budget Acts"). These
laws remain in effect through fiscal year 1998, and require that federal
spending automatically be reduced in amounts determined by calculations set out
in the Budget Acts, if certain requirements relating to the amount of the
federal deficit are not met. Under the Budget Acts, Medicare expenditures for a
fiscal year can be reduced by no more than 4%. Medicaid funding is exempt from
reductions under the Budget Acts. There were no reductions in fiscal 1991, 1992
or 1993. Payment reductions under the Budget Acts, if implemented in future
years, could have a material adverse effect on the Company's net revenue.
However, because the actual amount of the reduction for any fiscal year may vary
according to the federal deficit, the financial impact of the Budget Acts on the
Company cannot be predicted.

REGULATION AND OTHER FACTORS

Operations of hospitals are subject to substantial federal, state and local
government regulation. Such regulations provide for periodic inspections or
other reviews by state agencies, the United States Department of Health and
Human Services (the "Department") and CHAMPUS to determine compliance with their
respective standards of medical care, staffing, equipment and cleanliness
necessary for continued

44
<PAGE>
licensing or participation in the Medicare, Medicaid or CHAMPUS programs. The
admission and treatment of patients at the Company's psychiatric hospitals are
also subject to substantial state regulation and to federal regulation relating
to confidentiality of medical records of drug and alcohol abuse patients.

The obtaining of approvals for construction of new hospitals and for
renovation of and additions to existing hospitals is subject to various
governmental requirements, such as approval of sites and findings of community
need for additional hospital facilities and services. In addition, in certain
states, as a practical matter, it is necessary to pledge to provide various
amounts of uncompensated care to indigent persons in order to obtain a
certificate of need. Except for Arizona, Arkansas, California, Colorado,
Indiana, Kansas, Louisiana, Nevada, New Mexico, South Dakota, Texas and Utah,
all the states in which the Company presently operates hospitals or will operate
a hospital following the Acquisition have adopted certificate of need or similar
statutes. A certificate of need is issued for a specific maximum expenditure and
the holder is required to complete the approved project within a specified time
period.

Federal law contains numerous provisions designed to insure that services
rendered by hospitals to Medicare and Medicaid patients are medically necessary
and are of a quality which meets professionally recognized standards and to
insure that claims for reimbursement under the Medicare and Medicaid programs
are properly filed. Among other things, services provided at the Company's
hospitals are subject to periodic review by Peer Review Organizations ("PRO's").
All hospitals which participate in the Medicare program are subject to review by
PRO's. PRO activities include reviews of certain admissions and services to
determine medical necessity and to determine whether quality of care meets
professionally recognized standards. PRO's have the authority to recommend to
the Department that a provider who is in substantial noncompliance with the
medical necessity and quality of care standards of a PRO or who has grossly and
flagrantly violated an obligation to render quality care be excluded from
participation in the Medicare program or be required to reimburse the federal
government for certain payments previously made to the provider under the
Medicare program.

The Company's psychiatric hospitals have been subject to and have complied
with various forms of utilization review since 1970. The Company has implemented
a quality assurance program in each of its hospitals, which includes procedures
for utilization review and retrospective patient care evaluation.

The Medicare and Medicaid Patient and Program Protection Act of 1987
expanded the authority of the Department to exclude from participation in the
Medicare and Medicaid programs those hospitals which engage in defined
prohibited activities. The Department is required under this Act to exclude from
participation in the Medicare and Medicaid programs any individual or entity
that has been convicted of a criminal offense relating to the delivery of
services under Medicare and Medicaid or to the neglect or abuse of patients. In
addition, the Department has authority to exclude from participation in the
Medicare program individuals or hospitals under certain other circumstances.
These include engaging in illegal remuneration arrangements with physicians and
other healthcare providers, license revocation, exclusion from some other
government programs (such as CHAMPUS), filing claims for excess charges or for
unnecessary services, failure to comply with conditions of participation and
failure to disclose certain required information or to grant proper access to
hospital books and records.

The Department has authority to impose civil monetary penalties against any
participant in the Medicare program which makes claims for payment for services
which were not rendered or were rendered by a person or entity not properly
licensed under state law. The Department also has authority to impose a penalty
of not more than $2,000 for each improperly claimed service and an assessment
equal to not more than twice the amount claimed for each service not rendered.

Federal law makes it a felony, subject to certain exceptions, for a hospital
to make false statements relating to claims for payments under the Medicare
program, to engage in illegal remuneration arrangements with physicians and
other healthcare providers, to make false statements relating to compliance with
the Medicare conditions of participation, or to make false claims for Medicare
or Medicaid payments. A number of states have adopted laws that also make
illegal under state law certain remuneration and referral arrangements with
physicians and other healthcare providers.

45
<PAGE>
The laws of certain states prohibit the corporate practice of medicine and
limit the scope of relationships between medical practitioners and other
parties. Such laws will apply to the Company's acquisition of group psychiatric
practices in such states. Under such laws, the Company is prohibited from
practicing medicine or exercising control over the provision of medical
services. Accordingly, the Company intends to enter into management agreements
that will delegate to the Company the performance of administrative management
and support functions which are required by physicians. The Company believes
that the services it intends to provide to such group practices will not
constitute the corporate practice of medicine under applicable state laws.

In order to provide guidance to healthcare providers with respect to the
statute that makes certain remuneration arrangements between hospitals and
physicians and other healthcare providers illegal, the Department, in 1991 and
1992, issued final regulations outlining certain "safe harbor" practices, which,
although potentially capable of inducing prohibited referrals of business, would
not be subject to enforcement action under the illegal remuneration statute. The
practices covered by the regulations include certain investment transactions,
lease of space and equipment, personal services and management contracts,
certain managed care contracts, sales of physician practices, referral services,
warranties, discounts, payments to employees, group purchasing organizations and
waivers of beneficiary deductibles and co-payments. Additional proposed safe
harbors were published in 1993 by the Department. Certain transactions and
agreements of the Company do not satisfy all the applicable criteria contained
in the final and proposed safe harbor regulations that relate to such
transactions and agreements. However, the Company believes that such
transactions and agreements do not violate the statute that makes certain
remuneration arrangements illegal. There can be no assurance that (i) government
enforcement agencies will not assert that certain of these arrangements are in
violation of the illegal remuneration statute or (ii) the statute will
ultimately be interpreted by the courts in a manner consistent with the
Company's practices.

In 1989, Congress passed the Ethics in Patient Referrals Act of 1989,
commonly referred to as the Stark Bill ("Stark I"). Stark I prohibited a
physician from making a referral for clinical laboratory services for which
payment may be made under Medicare, if the physician has a "financial
relationship" with the entity to which the patient is referred. Prohibited
financial relationships include both ownership and compensation arrangements,
but are subject to several exceptions contained in such Act and its implementing
regulations. On August 7, 1993, President Clinton signed the Physician Ownership
and Referral Act of 1993 ("Stark II"), which expands the list of facilities and
services to which Stark I applies, covering virtually all medical services
except physician care. Stark II also extends the prohibition to include services
reimbursed under Medicaid in addition to Medicare. Stark II extends the
statutory provisions to the following services: inpatient and outpatient
hospital services, radiology and other diagnostic services, radiation therapy,
durable medical equipment, physical and occupational therapy, parenteral and
enteral nutrition equipment and supplies, prosthetics and orthotics, home health
services, and outpatient prescription drugs. The Act provides for civil
sanctions in the event of a violation, including possible exclusion from the
Medicare and Medicaid programs. The limitations or referrals contained in Stark
II will become effective on January 1, 1995. Regulations implementing the
statute are expected to be issued later in 1994.

In 1989, CHAMPUS adopted regulations authorizing CHAMPUS to exclude from the
CHAMPUS program any provider who has committed fraud or engaged in abusive
practices. The regulations permit CHAMPUS to make its own determination of
abusive practices without reliance on any actions of the Department. The term
"abusive practices" is defined broadly to include, among other things, the
provision of medically unnecessary services, the provision of care of inferior
quality, and the failure to maintain adequate medical or financial records.

A number of states have adopted hospital rate review legislation, which
generally provides for state regulation of rates charged for various hospital
services. Such laws are in effect in the states of Florida, Maryland and
Wisconsin. The Company operates seven hospitals and five of the Target Hospitals
are located in Florida. In Florida, the Health Care Board approves a budget for
each hospital, which establishes a permitted level of revenues per discharge. If
this level of permitted revenues per discharge is exceeded by a hospital in a
particular year by more than a specified amount, certain penalties, including
cash penalties, can be imposed. Six Target Hospitals are in Maryland. The
Maryland Health Services Cost Review Commission

46
<PAGE>
establishes all rates for one of such hospitals. One Target Hospital is in
Wisconsin, in which rates are reviewed through the certificate-of-need process
and rate hearings are subject to local public hearing requirements.

In addition to hospital rate review legislation, a number of states have
adopted or are considering state healthcare reform legislation generally
designed (a) to reduce healthcare costs and insurance premiums and (b) to
mandate or encourage universal health coverage. These state legislative
initiatives contain a variety of mechanisms to achieve their goals, including
formation of purchasing cooperatives, generally similar to the "managed
competition" proposals pending in Congress.

The Company's acquisition of group practices will also be subject to federal
legislation which prohibits activities and arrangements which are designed to
provide kickbacks or to induce the referral of business under Medicare and
Medicaid programs. Many states have similar laws more broadly prohibiting
kickbacks for the referral of any medically related business. Noncompliance with
the federal anti-kickback legislation can result in exclusion from Medicare
programs and civil and criminal penalties. Civil and criminal penalties are
provided for violations of state anti-kickback laws.

Statutes and regulations in effect in states other than those in which the
Company presently does business may impose requirements on the opening and
operation of facilities that are more burdensome than those imposed in states in
which the Company currently does business. There can be no assurance that the
Company will be able to comply with any such requirements, and, as a result, the
expansion of the Company's business into certain other states may be limited.

MEDICAL STAFFS AND EMPLOYEES

At September 30, 1993, approximately 1,200 licensed physicians were active
members of the medical staffs of the Company's hospitals. Many of these
physicians also serve on the medical staffs of other hospitals. A number of
these physicians serve in administrative capacities in the Company's hospitals.
Most of these physicians are independent contractors who have private practices
in addition to their duties for the Company, while certain of these physicians
are employees of the Company. The medical and professional affairs of each
hospital are supervised by the medical staff of the hospital, under the control
of its board of trustees. The Company recruits physicians to serve in
administrative capacities at psychiatric hospitals and to engage in private
practice in communities where the Company's hospitals are located. The Company's
agreements with recruited physicians generally provide for, among other things,
reimbursement of relocation and office startup expenses and a guarantee of a
specified level of physician income during the recruited physician's first year
of practice.

Registered nurses and certain other hospital employees are required to be
licensed under the professional licensing laws of most states. The Company's
hospital subsidiaries require such employees to maintain such professional
licenses as a condition of employment.

At September 30, 1993, the Company had approximately 6,400 full-time and
1,900 part-time employees. The Acquisition will increase the number of the
Company's full-time employees by approximately 3,700 and the number of its
part-time employees by approximately 2,900. The Company's hospitals have had
generally satisfactory labor relations. They have, like most hospitals,
experienced a high turnover among their hourly-paid employees and nurses and
also experienced rising labor costs. In common with most hospitals, the
Company's hospitals in recent years have experienced difficulty in recruiting
and retaining registered nurses.

LIABILITY INSURANCE

Effective June 1, 1993, Plymouth Insurance Company, Ltd. ("Plymouth"), a
wholly-owned Bermuda subsidiary of the Company, provides $25 million per
occurrence general and hospital professional liability insurance for the
Company's hospitals, including professional liability claims for occurrences
prior to September 30, 1993, relating to the general hospitals sold on that
date. For general hospitals the insurance coverage is subject to a $1.5 million
deductible per occurrence. Effective for the policy year beginning on June 1,
1993, the Company eliminated its self-insurance deductible for psychiatric
hospitals. Between 80% and 100% of the risk of losses from $1.5 million to $25
million per occurrence has been insured or reinsured with unaffiliated insurers;
and the percentage so insured varies by layer. The Company also insures with an

47
<PAGE>
unaffiliated insurer 100% of the risk of losses between $25 million and $100
million per occurrence. The Company's general and professional liability
coverage is written on a "claims made or circumstances reported" basis.

For the five years from June 1, 1988, through May 31, 1993, the Company had
a similar general and hospital professional liability insurance program. For
those years, the per occurrence deductible for psychiatric and general hospitals
(with respect to which the Company was self-insured) was $3 million for the year
ended May 31, 1989, $2.5 million for the years ended May 31, 1990 and 1991 and
$2 million for the years ended May 31, 1992 and 1993. The Company believes that
its coverage limits are adequate.

HOSPITAL PROPERTIES

The following table provides information relating to the 75 psychiatric
hospitals operated by the Company as of March 31, 1994. Each hospital is owned
or leased and is operated by a wholly-owned subsidiary of the Company.

<TABLE>
<CAPTION>
DATE OF
NUMBER OF ACQUISITION
STATE/ LICENSED OR OPENING
NAME COUNTRY CITY BEDS BY THE COMPANY
- --------------------------------------------- --------------- --------------- --------- --------------
<S> <C> <C> <C> <C>
Charter Woods (2)............................ Alabama Dothan 75 June 1980
Charter Academy of Mobile (2)(3)............. Alabama Mobile 72 September 1987
Charter Hospital of Mobile (4)............... Alabama Mobile 84 June 1978
Charter North (2)............................ Alaska Anchorage 80 May 1984
Charter Hospital of East Valley (2).......... Arizona Chandler 80 June 1987
Charter Hospital of Glendale (2)............. Arizona Glendale 90 May 1987
Charter Vista (2)............................ Arkansas Fayetteville 65 March 1983
Charter Hospital of Little Rock (2).......... Arkansas Maumelle 60 May 1990
Charter Hospital of Corona (2)............... California Corona 92 December 1978
Charter Oak (2).............................. California Covina 95 September 1980
Charter Hospital of Long Beach (4)........... California Long Beach 227 January 1980
Charter Hospital of Mission Viejo (2)........ California El Toro 80 April 1990
Charter Hospital of Sacramento (2)........... California Roseville 80 August 1988
Charter Hospital of San Diego (2)............ California San Diego 80 May 1988
Charter Hospital of Thousand Oaks (2)........ California Thousand Oaks 80 March 1990
Charter Clinic Chelsea (4)................... England London 45 July 1980
Charter Nightingale.......................... England London 78 February 1987
Charter Glade (2)............................ Florida Ft. Myers 154 August 1983
Charter Hospital of Jacksonville (2)......... Florida Jacksonville 64 January 1987
Charter Hospital of Orlando-South (2)........ Florida Kissimmee 60 July 1989
Charter Hospital of Pasco (2)................ Florida Lutz 72 March 1990
Charter Hospital of Miami (2)................ Florida Miami 88 October 1986
Charter Springs (2).......................... Florida Ocala 92 October 1985
Charter Hospital of Tampa Bay (2)............ Florida Tampa 146 July 1985
Charter Winds (2)............................ Georgia Athens 80 July 1985
Charter Peachford (2)........................ Georgia Atlanta 224 January 1974
Charter Hospital of Augusta (2).............. Georgia Augusta 63 January 1987
Charter Lake (2)............................. Georgia Macon 118 September 1982
Charter Hospital of Savannah (2)............. Georgia Savannah 112 July 1972
Charter By-the-Sea (2)....................... Georgia St. Simons 101 September 1982
Charter Barclay (2).......................... Illinois Chicago 123 March 1978
Charter Beacon (2)........................... Indiana Fort Wayne 97 September 1985
Charter Hospital of Northwest Indiana (2).... Indiana Hobart 60 January 1990
Charter Hospital of Indianapolis (2)......... Indiana Indianapolis 80 March 1990
</TABLE>

48
<PAGE>
<TABLE>
<CAPTION>
DATE OF
NUMBER OF ACQUISITION
STATE/ LICENSED OR OPENING
NAME COUNTRY CITY BEDS BY THE COMPANY
- --------------------------------------------- --------------- --------------- --------- --------------
<S> <C> <C> <C> <C>
Charter Hospital of Lafayette (2)............ Indiana Lafayette 64 September 1986
Charter Hospital of South Bend (2)........... Indiana Granger 60 January 1990
Charter Hospital of Terre Haute (2).......... Indiana Terre Haute 66 March 1988
Charter Hospital of Overland Park (2)........ Kansas Overland Park 80 November 1986
Charter Hospital of Wichita (2).............. Kansas Wichita 80 November 1986
Charter Ridge (2)............................ Kentucky Lexington 110 August 1982
Charter Hospital of Louisville (2)........... Kentucky Louisville 66 October 1978
Charter Hospital of Paducah (2).............. Kentucky Paducah 80 July 1985
Charter Hospital of Lake Charles (2)......... Louisiana Lake Charles 60 July 1985
Charter Forest (2)........................... Louisiana Shreveport 83 July 1985
Charter Hospital of Jackson (2).............. Mississippi Jackson 111 July 1985
Charter Hospital of Columbia (2)............. Missouri Columbia 96 December 1984
Charter Hospital of Las Vegas (2)............ Nevada Las Vegas 84 April 1986
Charter Hospital of Albuquerque (1)(4)....... New Mexico Albuquerque 80 March 1985
Charter Pines (2)............................ North Carolina Charlotte 60 April 1985
Charter Hospital of Greensboro (2)........... North Carolina Greensboro 100 July 1981
Charter Northridge (2)....................... North Carolina Raleigh 85 September 1984
Charter Hospital of Winston-Salem (2)........ North Carolina Winston-Salem 99 July 1981
Charter Hospital of Toledo (2)............... Ohio Maumee 38 September 1990
Charter Fairmount Institute.................. Pennsylvania Philadelphia 169 July 1985
Charter Hospital of Charleston (2)........... South Carolina Charleston 102 January 1990
Charter Hospital of Greenville (2)........... South Carolina Greer 60 August 1989
Charter Rivers (2)........................... South Carolina West Columbia 80 February 1983
Charter Hospital of Sioux Falls (2).......... South Dakota Sioux Falls 60 July 1989
La Metairie Clinic (2)....................... Switzerland Nyon 69 June 1985
Charter Lakeside (2)......................... Tennessee Memphis 204 August 1976
Charter Hospital of Austin (2)............... Texas Austin 108 January 1986
Charter Hospital of Corpus Christi (2)....... Texas Corpus Christi 80 June 1986
Charter Hospital of Ft. Worth (2)............ Texas Ft. Worth 80 January 1987
Charter Hospital of Grapevine (2)............ Texas Grapevine 80 September 1989
Charter Hospital of Kingwood (2)............. Texas Kingwood 80 October 1986
Charter Plains (2)........................... Texas Lubbock 80 February 1984
Charter Palms (2)............................ Texas McAllen 80 May 1983
Charter Hospital of Dallas (2)............... Texas Plano 116 August 1987
Charter Real (2)............................. Texas San Antonio 106 October 1985
Charter Hospital of Sugar Land (2)........... Texas Sugar Land 80 October 1986
Charter Canyon (2)........................... Utah Salt Lake City 62 January 1986
Charter Provo Canyon School (2)(3)........... Utah Provo 210 December 1985
Charter Hospital of Charlottesville (2)...... Virginia Charlottesville 75 July 1985
Charter Westbrook (2)........................ Virginia Richmond 210 April 1970
Charter Hospital of Milwaukee................ Wisconsin West Allis 80 May 1989
<FN>
- ------------------------------
(1) Leasehold interest is mortgaged.
(2) Assets of hospital facility are mortgaged.
(3) Licensed as an intensive residential treatment center.
(4) A leased hospital facility.
</TABLE>

49
<PAGE>
All of the Company's hospitals located in the United States have been
accredited by the Joint Commission on Accreditation of Healthcare Organizations
(the "Joint Commission"). The Joint Commission is a national commission which
establishes standards relating to the physical plant, administration, quality of
patient care, governing body and medical staffs of hospitals.

The Company operates five leased hospitals, including one 150-bed general
hospital, not listed above, which is managed by an unaffiliated third party. The
lease and the management agreement expire in 1997. The remaining leased
hospitals consist of four with terms expiring between 1996 and 2014, and one
with a term expiring in 2069. The leases for two hospitals contain options to
purchase these hospitals for nominal consideration at the end of their
respective lease terms. The Company does not have an option to purchase the
other leased hospitals.

The Company owns or leases six hospital facilities which are not operated by
the Company. These facilities are located in Torrance, California, Ft. Collins,
Colorado, Bradenton and West Palm Beach, Florida, Santa Teresa, New Mexico and
Pasadena, Texas. Two of the facilities have been leased to other operators, with
options to purchase by the lessees, and four are held for sale or lease. Five of
the six hospitals are subject to a mortgage.

Sixty-nine of the Company's hospitals listed above are subject to mortgages.
The stock of substantially all of the domestic subsidiaries of the Company has
been pledged as collateral for the New Credit Agreement.

The Company owns 11 medical office buildings (with an aggregate of
approximately 140,000 square feet), which are located near certain of the
Company's hospitals. These buildings have a total of approximately 140 tenants.
Five of the Company's medical office buildings are subject to mortgages.

The Company is primary lessee of office space for 105 outpatient centers
located in 21 states. The leases for these centers aggregate approximately
188,000 square feet of office space, and generally have lease terms of less than
five years.

The following table provides information relating to the Target Hospitals.
Each Target Hospital will be owned by a wholly-owned subsidiary of the Company.
Following the Acquisition, the Company intends to sell or close any Target
Hospital the continued operation of which is not consistent with the Company's
strategy.

50
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF LICENSED BEDS
---------------------------------------------
CHEMICAL RESIDENTIAL
STATE CITY PSYCHIATRIC DEPENDENCY TREATMENT TOTAL
- -------------------- -------------------- ----------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C>
Illinois (5) Naperville (2) 92 -- -- 92
Indiana (5) Evansville 60 -- -- 60
Indiana Indianapolis 84 -- -- 84
Indiana Jeffersonville 100 -- -- 100
Indiana (5) Michigan City 89 -- -- 89
Louisiana (5) Lafayette 70 -- -- 70
Maryland (5) Bel Air -- 51 -- 51
Maryland (5) East New Market (3) -- 42 -- 42
Maryland (5) Gambrills -- 60 -- 60
Maryland (5) Rockville (1) 97 -- -- 97
Maryland (5) Rockville (1) -- -- 60 60
Maryland (5) Woolford (3) -- 40 -- 40
Minnesota (5) Waverly -- 40 -- 40
North Carolina (5) Asheville 110 20 9 139
New Hampshire (5) Nashua 80 20 -- 100
New Jersey (5) Lakehurst -- 24 -- 24
New Jersey (5) Summit 122 22 -- 144
Pennsylvania (5) Williamsburg (3) -- 95 -- 95
South Carolina Johns Island (3) 8 41 -- 49
Tennessee Memphis 134 -- -- 134
Texas (5) Webster 106 -- 44 150
Virginia Chesapeake -- 60 -- 60
Virginia (5) Leesburg (4) 77 -- -- 77
Virginia Norfolk 65 -- -- 65
Virginia Richmond 84 -- -- 84
Virginia Virginia Beach (3) 61 -- -- 61
Wisconsin Brown Deer 80 -- -- 80
<FN>
- ------------------------------
(1) Land lease.
(2) Joint venture.
(3) Land and building leased.
(4) Building leased.
(5) Acquired on June 30, 1994.
</TABLE>

51
<PAGE>
DIVESTITURES AND CLOSINGS

In addition to its sale of the general hospitals, since November, 1990, the
Company sold or closed twelve psychiatric facilities. The Company leases, with
options to purchase by the lessees, two facilities which it previously operated
prior to fiscal 1991.

LEASED
Ft. Collins, CO (6).................................... 60 December, 1990 (2)
Santa Teresa, NM (6)................................... 72 June, 1991 (2)

CLOSED
Torrance, CA (6)....................................... 96 March, 1991 (3)
Fountain Valley, CA (6)................................ 120 May, 1992 (4)
West Palm Beach, FL (6)................................ 60 September, 1993 (5)
Bradenton, FL.......................................... 60 September, 1993 (5)
<FN>
- ------------------------------
(1) Facilities sold for an aggregate sales price of $42.7 million.
(2) Facilities leased, with options to purchase by lessees.
(3) Leased facility, held for sublease.
(4) Leased facility, lease terminated.
(5) Held for sale or lease.
(6) A non-core facility.
</TABLE>

52
<PAGE>
INTERNATIONAL OPERATIONS

The Company owns and operates two psychiatric hospitals in London, England
(a 45-bed hospital and a 78-bed hospital) and a 69-bed psychiatric hospital in
Nyon, Switzerland. In July 1991, the Company began managing three
psychiatric-substance abuse hospitals in Jeddah, Riyadh and Damman in the
Kingdom of Saudi Arabia (with 180 beds each) pursuant to a fixed-price contract
for a period of approximately three years. This contract expires during fiscal
year 1994 and will not be renewed. These activities do not represent a
significant portion of the Company's operations.

The Company's international operations also include two wholly-owned
insurance subsidiaries in Bermuda. Plymouth provides the insurance coverage
described under "Liability Insurance." The second Bermuda subsidiary has not
provided any insurance coverage since October 1, 1988.

LITIGATION AND OTHER PROCEEDINGS

Certain of the Company's subsidiaries are party to general and professional
liability claims incident to the ordinary course of their business. In addition,
a subsidiary of the Company that operates a psychiatric hospital is subject to a
federal investigation of certain of its referral practices. See "-- Regulation
and Other Factors." This subsidiary was among the Company's five largest
hospitals based on its contribution to EBITDA during fiscal 1993. In the opinion
of management, the ultimate resolution of such pending matters will not have a
material adverse effect on the Company's financial position or results of
operations.

The Resolution Trust Corporation ("RTC"), for itself or in its capacity as
conservator or receivor for 12 financial institutions, formerly held certain
debt securities that were issued by the Company in 1988. RTC has indicated to
the Company that it believes that certain financial statements and other
disclosures made by the Company in connection with such debt securities
contained materially misleading statements or material omissions and that such
misleading statements or omissions resulted in an overvaluation of such debt
securities. Specifically, the RTC has indicated its belief that the Company's
financial statements overstated net income for the 1987 fiscal year and the
first three quarters of the 1988 fiscal year due to understatement of
contractual allowances and the allowance for bad debts and that the Company
believed, but did not disclose, that the factors described under "-- Industry
Trends" would occur in the foreseeable future. The Company believes that the
financial institutions represented by RTC purchased in 1988 and 1989 $103.4
million face amount of subordinated debt securities originally issued by the
Company in September 1988. Although the RTC has not disclosed to the Company its
(or its financial institutions') trading losses from the purchases and sales of
these subordinated debt securities, the RTC has disclosed the dates purchases
and sales were made and the face amounts of the subordinated debt securities
involved in these transactions. The Company believes that the trading losses
were approximately $45 million. The Company has agreed to a tolling of the
statute of limitations applicable to RTC's claims. Based on a review of relevant
law and the facts known to the Company, the Company believes it has a
substantial defense to a potential claim by RTC and that such claim would not
have a material adverse effect on the Company's financial position or results of
operations.

53
<PAGE>
MANAGEMENT

The following table sets forth the name, age, position and other information
with respect to the directors and executive officers of Charter.

<TABLE>
<CAPTION>
TERM EXPIRING POSITION WITH COMPANY, PRINCIPAL OCCUPATIONS
NAME AND POSITION HELD AGE (FOR DIRECTORS) DURING PAST FIVE YEARS AND OTHER DIRECTORSHIPS
- ----------------------------------- --- --------------- --------------------------------------------------------------------
<S> <C> <C> <C>
Edwin M. Banks 31 1996 Securities Analyst, W.R. Huff Asset Management Co., L.P.
Director (1988-present); Director since July, 1992.
E. Mac Crawford 45 1997 Chairman of the Board of Directors, President and Chief Executive
Director, Chairman and Chief Officer of the Company (since 1993); President and Chief Operating
Executive Officer Officer of the Company (1992-1993); Executive Vice President --
Hospital Operations (1990-1992); Assistant to the President and
Chairman (1990); President (1988-1990), Mulberry Street Investment
Company; Director since 1990.
Andre C. Dimitriadis 53 1995 Chairman and Chief Executive Officer, LTC Properties (a healthcare
Director real estate investment trust) (since 1992); Director of Sun
Healthcare Group (since 1993); Director of Home Care Management,
Inc. (since 1993); Executive Vice President and Chief Financial
Officer, Beverly Enterprises, Inc. (nursing homes) (1989-1992);
Chief Financial Officer and Director, American Medical
International, Inc. (hospitals) (1984-1989); Director since July,
1992.
Lawrence W. Drinkard 54 1996 Executive Vice President and Chief Financial Officer (since 1994) of
Director, Executive Vice President the Company; Senior Vice President -- Finance (1990-1993); Vice
and Chief Financial Officer President (1987-1990); Treasurer (1986-1991); Director since
January, 1991.
William E. Hale 48 Senior Vice President -- Operations (since 1994) of the Company;
Senior Vice President -- Chief Operating Officer of Behavioral Health Resources (1987-1993).
Operations
Raymond H. Kiefer 66 1997 Retired insurance executive (since 1992); President, Allstate
Director Insurance Company (1989-1992); President, Personal Property and
Casualty Company (1984-1989) (a subsidiary of Allstate Insurance
Company); Director since July, 1992.
Gerald L. McManis 57 1997 Chairman of the Board and President (since 1965) of McManis
Director Associates, Inc. (strategy development and management consulting
firm for healthcare and healthcare related companies); Director of
MMI Companies, Inc. (since 1994). Director since February, 1994.
C. Clark Wingfield 43 Vice President -- Administrative Services (since 1990); Vice
Vice President -- Administrative President -- Human Resources (1990); Senior Executive Director --
Services Compensation and Benefits (1989-1990); Executive Director --
Compensation and Benefits (1987-1989).
</TABLE>

54
<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth, for the three fiscal years ended September
30, 1993, the compensation paid by the Company to the present Chief Executive
Officer, the two other most highly compensated present executive officers and
the former Chief Executive Officer:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION ----------------------
-------------------- OTHER ANNUAL OPTION/ ALL OTHER
FISCAL SALARY COMPENSATION SARS LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) BONUS ($) ($)(1) (#)(2) PAYOUTS ($) ($)(3)
- --------------------------- ---------- --------- --------- ------------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
E. Mac Crawford 1993 $ 520,000 $ 293,280 $ 711 -- -- $ 30,049
Chairman of the Board of 1992 500,000 903,650 * 572,990 -- *
Directors, President and 1991 362,292 685,305 * -- -- *
Chief Executive Officer

Lawrence W. Drinkard 1993 350,000 197,400 $ 3,007 -- -- $ 29,806
Executive Vice President 1992 335,000 489,458 * 215,000 -- *
and 1991 235,825 365,078 * -- -- *
Chief Financial Officer

C. Clark Wingfield 1993 225,000 110,790 $ 37,820 -- -- $ 31,000
Vice President -- 1992 215,000 217,975 * 30,000 $ 15,714 *
Administrative Services

William A. Fickling, Jr. 1993 415,000 -- $ 121,011 -- -- $ 2,474,941
Former Chairman of the 1992 800,000 726,000 * 2,220,336 -- *
Board of Directors and 1991 691,696 605,234 * -- -- *
Chief Executive Officer
<FN>
- ------------------------------
* Under the rules of the Commission, no disclosure is required for these
items in 1992 and 1991.
(1) Includes, for Mr. Wingfield, country club dues of $15,998, car allowance
of $12,000 and an administrative services allowance of $7,939. The amounts
for Messrs. Crawford and Drinkard are for the reimbursement of taxes due
to the taxability of certain group life insurance coverages. The amount
for Mr. Fickling includes the payment by the Company of tax preparation
fees of $100,350.
(2) Represents the number of stock options granted under the Company's 1992
Stock Option Plan.
(3) Includes, for Mr. Fickling, severance pay of $2,075,000; an Annual
Incentive Plan bonus of $242,849, as required by his employment agreement;
$113,864 of accrued vacation pay paid to him subsequent to his
termination; the book value of his company car of $12,613; ESOP
contributions of $28,047; 401K plan contributions of $2,003; and premiums
paid for term life insurance of $565. For the current executive officers,
includes the following: (a) contributions to ESOP: $27,163, $27,734 and
$28,294 for Mr. Crawford, Mr. Drinkard and Mr. Wingfield, respectively;
(b) contributions to the Company's 401K Plan of $2,003, $1,144 and $1,969
for Mr. Crawford, Mr. Drinkard and Mr. Wingfield, respectively; and (c)
premiums paid for term life insurance of $883, $928 and $737 for Mr.
Crawford, Mr. Drinkard and Mr. Wingfield, respectively.
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1993
AND OPTION/SAR VALUES AT SEPTEMBER 30, 1993

The following table provides information related to options exercised by the
executive officers during fiscal 1993, and the number and value of options held
on September 30, 1993.

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS/SARS AT
OPTION/SARS AT SEPTEMBER 30, 1993
SHARES VALUE SEPTEMBER 30, 1993 ($)(2)
ACQUIRED ON REALIZED -------------------------- -------------------------
NAME EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ------------- --------- ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
E. Mac Crawford...................... 10,000 $ 170,775 336,244 229,196 $6,430,541 $ 4,415,461
Lawrence W. Drinkard................. 20,000 337,800 109,300 86,000 2,099,885 1,656,790
C. Clark Wingfield................... 12,000 215,430 6,150 12,000 115,590 231,180
William A. Fickling, Jr. (3)......... -- -- 2,238,861 -- 51,911,456 --
<FN>
- ------------------------------
(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on the date of
exercise, multiplied by the number of shares to which the exercise
relates.
(2) The closing price for the Company's Common Stock as reported by the
American Stock Exchange on September 30, 1993 was $23.625. Value is
calculated on the basis of the difference between the per share option
exercise price (for in-the-money options, the per share option prices are
$4.36 for Messrs. Crawford, Drinkard and Wingfield and $0.25 for Mr.
Fickling) and $23.625, multiplied by the number of shares of Common Stock
underlying the in-the-money options.
(3) Chief Executive Officer of the Company until March 4, 1993.
</TABLE>

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<PAGE>
EMPLOYMENT AGREEMENTS

Upon consummation of the Plan on July 21, 1992, the Company entered into
employment agreements with Messrs. Crawford and Drinkard, for terms beginning on
July 21, 1992, and ending on September 30, 1995. The agreements provide for base
salaries (Mr. Crawford - $500,000 and Mr. Drinkard - $335,000) and for bonuses
and life and disability insurance benefits that are competitive with similar
benefits for comparable positions within the investor-owned hospital industry.
The agreements also provide for severance payments upon termination without
cause (including certain constructive termination events), termination due to
death or disability and termination due to a change in control of the Company.
Upon any such termination, the employee will be paid the greater of his base
salary through September 30, 1995 or his base salary for a period of two years
and amounts accrued for the employee through the date of termination under the
Annual Incentive Plan and other bonus plans, if any. The terms of the two
employment agreements were negotiated by the Company and a committee of
unsecured creditors prior to consummation of the Plan.

DIRECTORS' FEES AND COMPENSATION

During fiscal 1993, non-employee directors received annual compensation of
$18,000 and a fee of $800 for each Board meeting attended. In addition,
non-employee directors were paid $200 for each committee meeting attended ($800
if the committee meeting was not held in conjunction with a Board meeting) and
on February 4, 1993, each director was granted an option under the Directors'
Stock Option Plan to purchase 25,000 shares of the Company's common stock for an
exercise price, which was equal to the fair market value on that date, of $14.56
per share. The Directors' Stock Option Plan is a noncompensatory plan, and
therefore no expense was recognized. Effective October 1, 1993, non-employee
directors receive annual compensation of $24,000 and a fee of $1,000 for each
board meeting or committee meeting attended.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board has an Audit Committee and a Compensation Committee. There is no
nominating committee of the Board; nominees for director are selected by the
Board of Directors.

AUDIT COMMITTEE. Audit Committee members during 1993 were Edwin M. Banks
(Chairman) and Raymond H. Kiefer. The Audit Committee recommends to the Board of
Directors the engagement of independent auditors of the Company, reviews the
scope and results of audits of the Company, reviews the Company's internal
accounting controls and the activities of the Company's internal audit staff and
reviews the professional services furnished to the Company by its independent
auditors.

COMPENSATION COMMITTEE. Compensation Committee members during 1993 were
Andre C. Dimitriadis (Chairman) and Michael D. Hernandez, whose term as a
director expired in February 1994. The Compensation Committee is responsible for
establishing the policies relating to and the components of executive officer
compensation.

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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 1994, information concerning
ownership of shares of Common Stock by directors and officers.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF TOTAL
NAME OWNERSHIP OUTSTANDING
- ------------------------------------------------------- ------------------ -------------------
<S> <C> <C>
E. Mac Crawford........................................ 336,876(1) 1.26%
Lawrence W. Drinkard................................... 111,046(1) .42%
William E. Hale........................................ 3,000(1) (3)
C. Clark Wingfield..................................... 6,453(1) (3)
Andre C. Dimitriadis................................... 10,000(2) (3)
Raymond H. Kiefer...................................... 10,000(2) (3)
Edwin M. Banks......................................... 10,500(2) (3)
Michael D. Hernandez................................... 10,000(2) (3)
Gerald L. McManis...................................... 5,000(2) (3)
All directors and executive
officers as a group (9 persons)....................... 502,875(4) 1.88%
<FN>
- ------------------------
(1) Includes 336,594, 109,599, 3,000 and 6,201 shares that Mr. Crawford, Mr.
Drinkard, Mr. Hale and Mr. Wingfield, respectively, have the present right
to acquire upon exercise of options and warrants.
(2) Includes 10,000 shares for Mr. Dimitriadis, Mr. Kiefer, Mr. Banks and Mr.
Hernandez and 5,000 shares for Mr. McManis that each have the present
right to acquire upon the exercise of options. Mr. Hernandez's term as a
director of the Company expired in February 1994.
(3) Less than .1% of total outstanding.
(4) Includes 500,394 shares that the directors and executive officers have the
present right to acquire upon exercise of options and warrants.
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT SEVERANCE ARRANGEMENT. On July 21, 1992, the Company entered
into an employment agreement with William A. Fickling, Jr., the former Chairman
of the Board of Directors of the Company. The agreement provided for severance
payments upon termination of his employment without cause. Mr. Fickling's
employment was so terminated on March 4, 1993, and the Company recorded
severance expense of approximately $2.1 million and paid Mr. Fickling
approximately $243,000 in incentive bonus under the terms of the agreement. The
$2.1 million severance settlement is being paid to Mr. Fickling in semi-monthly
installments through September 1995.

Upon consummation of the Plan, the Company implemented the 1992 Stock Option
Plan. Mr. Fickling was granted options under the 1992 Stock Option Plan to
purchase approximately 2.2 million shares at exercise prices of either $4.36 per
share or $9.60 per share. Under the terms of the plan, if Mr. Fickling's
employment with the Company were terminated without cause and certain financial
targets were satisfied, the option prices would be reduced to $.25 per share and
all options would become immediately vested. On March 4, 1993, all of Mr.
Fickling's options vested and the option prices were reduced to $.25 per share.
As of December 31, 1993, Mr. Fickling exercised all such options.

AFFILIATE LEASE ARRANGEMENT. The Company owns 50% of the Charter Medical
building in Macon, Georgia, and leases approximately 88,000 square feet of
office space in such building for use as its corporate headquarters. The lease,
which expires on September 30, 1994, provides for average annual rental payments
of approximately $1,189,000 (approximately $13.50 average per square foot per
year). Mr. Fickling and his father's estate each own 12.5% of the building.
During fiscal 1993, each had an interest of approximately $149,000 in rental
payments made by the Company.

BEECH STREET. On September 15, 1993, the Company sold its 19.8% ownership
interest (plus its right to acquire an additional 9.6% interest for
approximately $2 million) in Beech Street of California, Inc. ("Beech Street")
to the children of Mr. Fickling for approximately $5.5 million, plus the right
to receive additional consideration, if certain events (i.e., a public offering
of Beech Street stock or the sale of 50% or more of Beech Street's assets) occur
within two years. The Company obtained a fairness opinion by an independent
appraisal firm stating that the financial consideration was fair. The Company
acquired its ownership interest

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<PAGE>
in Beech Street in a series of related transactions beginning in May, 1989, for
a total purchase price of $2,956,000. Beech Street was, prior to May, 1989, a
wholly owned subsidiary of Beech Street, Inc., in which Mr. Fickling
beneficially owns a majority of the outstanding capital stock. During the period
of its ownership, the Company received $1,242,000 in dividend distributions from
Beech Street.

Beech Street provides, among other things, utilization review services and
operates preferred provider organizations ("PPOs") in various states. Under
agreements effective January 1, 1991, Beech Street provides utilization review
services and PPO services for the Company's self-insured medical plans. The
Company paid approximately $124,000 to Beech Street during fiscal 1993 for
utilization review services. Beech Street's PPO services permit the Company's
employees and their covered dependents to utilize a Beech Street PPO. In fiscal
1993, the Company paid Beech Street a fixed fee per enrolled participant for PPO
services (which aggregated approximately $87,000).

The Company also has agreements with Beech Street where certain of the
Company's hospitals provide services to employers (and their related employee
and covered dependent groups) who have entered into agreements with Beech Street
to utilize a Beech Street PPO for hospital and other healthcare services. Such
agreements provide for covered services to be rendered under terms (including
discounts for the hospital's normal charges) which management of the Company
believes are customary for hospital PPO agreements. The Beech Street PPO reviews
claims and serves as an intermediary between the Company's hospitals and the
contracting employers. The Company derived approximately $21.4 million in
revenues from these agreements during fiscal 1993. The aggregate discount from
customary charges was 12% in fiscal 1993.

In fiscal 1993, prior to the sale of Beech Street, Beech Street paid
approximately $160,000 in management fees and expense reimbursements to Mulberry
Street Investment Company ("Mulberry Street"). Mulberry Street provided senior
level management and financial services for Beech Street. Mr. Fickling
beneficially owns all of the capital stock of Mulberry Street.

MANAGEMENT BUSINESS RELATIONSHIPS. During fiscal 1991 the Company's Board
of Directors, with Mr. Fickling abstaining, authorized the payment by the
Company of the reasonable legal expenses and out-of-pocket disbursements of the
law firms serving as counsel to Mr. Fickling, his family and related trusts and
entities in all matters reasonably related to the Restructuring, which services
included not only matters relating to ownership of the Company's formerly
outstanding Class B Common Stock and Series B, C and D Preferred Stock, but also
services relating to other matters that were reasonable and appropriate to
resolve or consider in connection with the Restructuring. During fiscal 1993 the
Company paid aggregate fees and expenses of approximately $142,000 to such firms
for such services.

During fiscal 1993 the Company had two agreements in which Fickling & Walker
Company, a licensed real estate brokerage firm of which the estate of Mr.
Fickling's father owned 50%, represented the Company in the listing of improved
parcels of real estate for sale. Fickling & Walker Company received a $48,750
commission from one such sale and, should the remaining parcel be sold at its
estimated sales price, would receive $46,500 in additional commission.

Gerald L. McManis, who was elected director on February 18, 1994, is the
Chairman of the Board, President and owner of 92% of the stock of McManis
Associates, Inc. ("MAI"), a healthcare development and management consulting
firm. During fiscal 1993, MAI provided consulting services for the Company
related to the development of strategic plans and a review of the Company's
business processes. The Company incurred $1,003,000 in fees for such services
during fiscal 1993, and reimbursed MAI $128,000 for expenses.

THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

The Company sold the Old Notes to the Initial Purchasers on April 22, 1994
pursuant to the Purchase Agreement. The Initial Purchasers subsequently resold
the Old Notes to "qualified institutional buyers" in reliance on Rule 144A under
the Securities Act. As a condition to the Purchase Agreement, the Company
entered into the Registration Rights Agreement, pursuant to which the Company
agreed, for the benefit of all holders of the Old Notes, that it would, at its
expense, (i) as soon as practicable after the initial issuance of the Old Notes,
file a registration statement with the Commission with respect to a registered
offer to

58
<PAGE>
exchange the Old Notes for the New Notes and (ii) use its best efforts to cause
such registration statement to be declared effective under the Securities Act by
August 31, 1994 and cause the New Notes to be listed on a national securities
exchange promptly after the consummation of the Exchange Offer. Charter also
agreed that upon effectiveness of the Registration Statement, it would offer to
all holders of the Old Notes an opportunity to exchange their securities for an
equal principal amount of the New Notes. Further, Charter agreed that it would
keep the Exchange Offer open for acceptance for not less than 20 business days,
but in no event longer than 30 business days (subject to any extensions required
by applicable law) after the date such Registration Statement was declared
effective and would comply with Regulation 14E and Rule 13e-4 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the
filing requirements of Rule 13e-4). A copy of the Registration Rights Agreement
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The term "Holder" with respect to the Exchange Offer means
any person in whose name Old Notes are registered on the books of the Company or
any other person who has obtained a properly completed bond power from the
registered holder. The Exchange Offer is intended to satisfy certain of the
Company's obligations under the Registration Rights Agreement.

Based on existing interpretations of the Staff with respect to similar
transactions, the Company believes that the New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
requirements of the Securities Act; provided that such New Notes are acquired in
the ordinary course of such holders' business and such holders are not engaged
in, have no arrangement with any person to participate in, and do not intend to
engage in, any public distribution of the New Notes. Each broker or dealer
registered as such under Section 15 of the Exchange Act receiving New Notes in
the Exchange Offer ("Participating Broker-Dealers") will be subject to a
prospectus delivery requirement with respect to resales of such New Notes. Each
Participating Broker-Dealer must acknowledge that it will deliver a resale
prospectus in connection with any resale of such New Notes. The Letter of
Transmittal which accompanies this Prospectus states that by so acknowledging
and by delivering a resale prospectus, a Participating Broker-Dealer will not be
deemed to admit to be acting in the capacity of an "underwriter" (within the
meaning of Section 2(11) of the Securities Act). This Prospectus, as it may be
amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of New Notes received in exchange for
Old Notes where such Old Notes were acquired by such Participating Broker-Dealer
as result of market-making or other trading activities. Pursuant to the
Registration Rights Agreement, the Company has agreed to permit Participating
Broker-Dealers and other persons, if any, subject to similar prospectus delivery
requirements to use this Prospectus in connection with the resale of such New
Notes for a period of 180 days from the date on which the Registration Statement
of which this Prospectus is a part is first declared effective.

Each holder of the Old Notes who wishes to exchange its Old Notes for New
Notes in the Exchange Offer will be required to make certain representations to
the Company in the accompanying Letter of Transmittal, including that (i) any
New Notes to be received by it will be acquired in the ordinary course of its
business, (ii) it has no arrangement with any person to participate in a public
distribution (within the meaning of the Securities Act) of the New Notes, and
(iii) it is not an "affiliate," as defined in Rule 405 of the Securities Act of
the Company, or if it is such an affiliate, that it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable to it. In addition, each holder who is not a broker-dealer
will be required to represent that it is not engaged in, and does not intend to
engage in, a public distribution of the New Notes. Each Participating
Broker-Dealer who receives New Notes for its own account in exchange for Old
Notes that were acquired by it as a result of market-making or other trading
activities, will be required to acknowledge that it will deliver this Prospectus
in connection with any resale by it of such New Notes.

As a result of both the filing and the effectiveness of the Registration
Statement of which this Prospectus forms a part and to the extent the Exchange
Offer is consummated prior to August 31, 1994, certain prospective increases in
the per annum interest rate of the Old Notes provided for in the Registration
Rights Agreement will not occur. Accordingly, subject to the aforementioned
interpretations of the Staff with respect to the free transferability of the New
Notes received by holders in exchange for their Old Notes pursuant to the
Exchange Offer and, as set forth in such interpretations, the ability of certain
holders to

59
<PAGE>
participate in the Exchange Offer, holders of Old Notes otherwise eligible to
participate in the Exchange Offer and receive pursuant thereto freely tradeable
New Notes but who elect not to tender their Old Notes for exchange, will not
have any further registration rights under the Registration Rights Agreement and
the Old Notes not so exchanged will remain "restricted securities" (within the
meaning of the Securities Act) and subject to restrictions on transfer under the
Securities Act.

TERMS OF THE EXCHANGE OFFER

Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal (together, the "Exchange Offer"),
the Company will accept for exchange and exchange any and all Old Notes validly
tendered and not withdrawn prior to 5:00 p.m., New York City time, on the
Expiration Date. The Company will issue $1,000 principal amount of New Notes in
exchange for each $1,000 principal amount of outstanding Old Notes accepted in
the Exchange Offer. Holders may tender some or all of their Old Notes pursuant
to the Exchange Offer. However, Old Notes may be tendered only in integral
multiples of $1,000.

The form and terms of the New Notes are the same as the form and terms of
the Old Notes except that (i) the New Notes have been registered under the
Securities Act and will not bear legends restricting the transfer thereof, (ii)
the holders of the New Notes will not be entitled to certain rights under the
Registration Rights Agreement, which rights will terminate when the Exchange
Offer is terminated and (iii) the New Notes have been given a series designation
to distinguish the New Notes from the Old Notes. The New Notes will evidence the
same debt as the Old Notes and will be entitled to the benefits of the
Indenture.

As of the date of this Prospectus, all $375,000,000 outstanding principal
amount of the Old Notes were evidenced by global securities, registered in the
name of CEDE & Co., as nominee for DTC, and held by Marine Midland Bank as
securities custodian for CEDE & Co. As indicated elsewhere in this Prospectus,
the Old Notes have been included in the PORTAL Market for trading among
"qualified institutional buyers" pursuant to Rule 144A under the Securities Act.

For purposes of administration, the Company has fixed the close of business
on , 1994 as the record date for the Exchange Offer for purposes of
determining the persons to whom this Prospectus and the accompanying Letter of
Transmittal will be mailed initially. There will be no fixed record date for
determining generally registered holders of Old Notes entitled to participate in
the Exchange Offer.

Holders of Old Notes do not have any appraisal or dissenters' rights under
the General Corporation Law of Delaware or the Indenture in connection with the
Exchange Offer. The Company intends to conduct the Exchange Offer in accordance
with Regulation 14E and Rule 13e-4 under the Exchange Act (other than the filing
requirements of Rule 13e-4).

The Company shall be deemed to have accepted validly tendered Old Notes
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering Holders
for the purpose of receiving the New Notes from the Company.

If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein under
"--Conditions" or otherwise, the certificates for any such unaccepted Old Notes
will be returned, without expense, to the tendering Holder thereof as promptly
as practicable after the Expiration Date. See "--Procedures for Tendering."

Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter
of Transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the Exchange Offer. The Company will pay all charges and expenses,
other than transfer taxes in certain circumstances, in connection with the
Exchange Offer. See "-- Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 1994, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
date and time to which the Exchange Offer is extended.

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<PAGE>
In order to extend the Exchange Offer, the Company will notify the Exchange
Agent of any extension by oral or written notice and will mail to the registered
Holders an announcement thereof, each prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled expiration date.

The Company reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, to extend the Exchange Offer or to terminate the
Exchange Offer if any of the conditions set forth below under "-- Conditions"
shall not have been satisfied, by giving oral or written notice of such delay,
extension or termination to the Exchange Agent or (ii) to amend the terms of the
Exchange Offer in any manner. Any such delay in acceptance, extension,
termination or amendment will be followed as promptly as practicable by oral or
written notice thereof to the registered Holders. If the Exchange Offer is
amended in a manner determined by the Company to constitute a material change,
the Company will promptly disclose such amendment by means of a prospectus
supplement that will be distributed to the registered Holders, and the Company
will extend the Exchange Offer, in accordance with applicable rules of the
Commission and published interpretations of the Staff, for a period of five to
ten business days, depending upon the significance of the amendment and the
manner of disclosure to the registered Holders, if the Exchange Offer would
otherwise expire during such five to ten business day period.

Without limiting the manner in which the Company may choose to make public
announcement of any delay, extension, amendment or termination of the Exchange
Offer, the Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement, other than by making a timely release
to the Dow Jones News Service.

INTEREST ON THE NEW NOTES

Each New Note will bear interest from its date of original issuance. Holders
of Old Notes that are accepted for exchange and exchanged for New Notes will
receive, in cash, accrued interest thereon to, but not including, the original
issuance date of the New Notes. Such interest will be paid on the first interest
payment date for the New Notes. Interest on the Old Notes accepted for exchange
and exchanged in the Exchange Offer will cease to accrue on the date next
preceding the date of original issuance of the New Notes. The New Notes will
bear interest (as do the Old Notes) at a rate per annum of 11 1/4%, which
interest will be payable semi-annually on each April 15 and October 15,
commencing on October 15, 1994.

PROCEDURES FOR TENDERING

Only a Holder of Old Notes may participate in the Exchange Offer. The tender
to the Exchange Agent of Old Notes by a Holder thereof as set forth below and
the acceptance thereof by the Company will constitute a binding agreement
between the tendering Holder and the Company upon the terms and subject to the
conditions set forth in this Prospectus and in the accompanying Letter of
Transmittal. Except as set forth below, a Holder who wishes to tender Old Notes
for exchange pursuant to the Exchange Offer must transmit a properly completed
and duly executed Letter of Transmittal, including all other documents required
by such Letter of Transmittal, to the Exchange Agent at one of the addresses set
forth below under "Exchange Agent" on or prior to the Expiration Date. In
addition, either (i) certificates for such Old Notes must be received by the
Exchange Agent together with the Letter of Transmittal or (ii) a timely
Book-Entry Confirmation (as hereinafter defined) of such Old Notes, if such
procedure is available, into the Exchange Agent's account at the Depositary (the
"Book Entry Transfer Facility") pursuant to the procedure for book-entry
transfer described below, must be received by the Exchange Agent prior to the
Expiration Date, or (iii) the Holder must comply with the guaranteed delivery
procedures described below.

By executing the accompanying Letter of Transmittal, each Holder will
thereby make to the Company the representations set forth above in the third
paragraph under the heading "-- Purpose and Effect of the Exchange Offer."

The tender by a Holder and the acceptance thereof by the Company will
constitute an agreement between such Holder and the Company in accordance with
the terms and subject to the conditions set forth herein and in the accompanying
Letter of Transmittal.

THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT

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<PAGE>
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE
EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTE SHOULD BE SENT TO THE
COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL
BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH
HOLDERS.

Any beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact the registered Holder promptly and instruct such registered
Holder to tender on such beneficial owner's behalf. See "Instruction to
Registered Holder and/or Book-Entry Transfer Facility Participant from Owner"
included with the Letter of Transmittal.

Signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution (as defined below) unless
the Old Notes tendered pursuant thereto are tendered (i) by a registered Holder
who has not completed the box entitled "Special Registration Instructions" or
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. In the event that signatures on a Letter of
Transmittal or a notice of withdrawal, as the case may be, are required to be
guaranteed, such guarantee must be by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (an "Eligible Institution").

If the Letter of Transmittal is signed by a person other than the registered
Holder of any Old Notes listed therein, such Old Notes must be endorsed or
accompanied by a properly completed bond power, signed by such registered Holder
as such registered Holder's name appears on such Old Notes with the signature
thereon guaranteed by an Eligible Institution.

If the Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with the Letter of Transmittal.

The Exchange Agent and DTC have confirmed to the Company that any financial
institution that maintains a direct account with DTC (a "Participant") may
utilize DTC's Automated Tender Offer Program ("ATOP") to tender Old Notes for
exchange in the Exchange Offer. The Exchange Agent will request that DTC
establish an account with respect to the Old Notes for purposes of the Exchange
Offer within two business days after the date of this Prospectus. Any
Participant may effect book-entry delivery of Old Notes by causing DTC to record
the transfer of the tendering Participant's beneficial interests in the global
Old Notes into the Exchange Agent's account in accordance with DTC's ATOP
procedures for such transfer. However, the exchange of New Notes for Old Notes
so tendered only will be made after timely confirmation (a "Book-Entry
Confirmation") of such book-entry transfer of Old Notes into the Exchange
Agent's account, and timely receipt by the Exchange Agent of an Agent's Message
(as defined below) and any other documents required by the Letter of
Transmittal. The term "Agent's Message" as used herein means a message,
transmitted by DTC and received by the Exchange Agent and forming part of a
Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from a Participant tendering Old Notes for exchange which are the
subject of such Book-Entry Confirmation that such Participant has received and
agrees to be bound by the terms and conditions of the Letter of Transmittal, and
that the Company may enforce such agreement against such Participant.

All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject any
and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in the Letter of Transmittal) will be final and

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<PAGE>
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of Old Notes, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any Old Notes received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.

GUARANTEED DELIVERY PROCEDURES

Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent or (iii) who
cannot complete the procedures for book-entry transfer, prior to the Expiration
Date, may effect a tender if:

(a) the tender is made through an Eligible Institution;

(b) prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder, the certificate number(s)
of such Old Notes and the principal amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that, within five New
York Stock Exchange trading days after the Expiration Date, the Letter of
Transmittal (or facsimile thereof) together with the certificate(s)
representing the Old Notes (or a confirmation of book-entry transfer of such
Old Notes into the Exchange Agent's account at the Book-Entry Transfer
Facility), and any other documents required by the Letter of Transmittal
will be deposited by the Eligible Institution with the Exchange Agent; and

(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all tendered
Old Notes in proper form for transfer (or a confirmation of book-entry
transfer of such Old Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility), and all other documents required by the
Letter of Transmittal are received by the Exchange Agent within five New
York Stock Exchange trading days after the Expiration Date.

Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above.

WITHDRAWAL OF TENDERS

Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date. To
withdraw a tender of Old Notes in the Exchange Offer, a written or facsimile
transmission notice of withdrawal must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having deposited the Old Notes to be withdrawn (the "Depositor"), (ii)
identify the Old Notes to be withdrawn (including the certificate number(s) and
principal amount of such Old Notes, or, in the case of Old Notes transferred by
book-entry transfer, the name and number of the account at the Book-Entry
Transfer Facility to be credited), (iii) be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal by which such Old
Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Trustee with respect
to the Old Notes register the transfer of such Old Notes into the name of the
person withdrawing the tender and (iv) specify the name in which any such Old
Notes are to be registered, if different from that of the Depositor. All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company, whose determination shall be
final and binding on all parties. Any Old Notes so withdrawn will be deemed not
to have been validly tendered for purposes of the Exchange Offer and no New
Notes will be issued with respect thereto unless the Old Notes so withdrawn are
validly retendered. Any Old Notes which have been tendered but which are not
accepted for exchange, will be returned to the Holder thereof without cost to
such Holder as soon as practicable after withdrawal,

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rejection of tender or termination of the Exchange Offer. Properly withdrawn Old
Notes may be retendered by following one of the procedures described above under
" -- Procedures for Tendering" at any time prior to the Expiration Date.

CONDITIONS

Notwithstanding any other term of the Exchange Offer, the Company shall not
be required to accept for exchange, or exchange New Notes for, any Old Notes,
and may terminate or amend the Exchange Offer as provided herein before the
acceptance of such Old Notes, if:

(a) any action or proceeding is instituted or threatened in any court or
by or before any governmental agency with respect to the Exchange Offer
which, in the sole judgment of the Company, might materially impair the
ability of the Company to proceed with the Exchange Offer or any material
adverse development has occurred in any existing action or proceeding with
respect to the Company or any of its subsidiaries; or

(b) any change, or any development involving a prospective change, in
the business or financial affairs of the Company or any of its subsidiaries
has occurred which, in the sole judgment of the Company, might materially
impair the ability of the Company to proceed with the Exchange Offer; or

(c) any law, statute, rule, regulation or interpretation by the Staff is
proposed, adopted or enacted, which, in the sole judgment of the Company,
might materially impair the ability of the Company to proceed with the
Exchange Offer or materially impair the contemplated benefits of the
Exchange Offer to the Company; or

(d) any governmental approval has not been obtained, which approval the
Company shall, in its sole discretion, deem necessary for the consummation
of the Exchange Offer as contemplated hereby.

If the Company determines in its sole discretion that any of the conditions
are not satisfied, the Company may (i) refuse to accept any Old Notes and return
all tendered Old Notes to the tendering Holders, (ii) extend the Exchange Offer
and retain all Old Notes tendered prior to the expiration of the Exchange Offer,
subject, however, to the rights of Holders to withdraw such Old Notes (see "--
Withdrawal of Tenders") or (iii) waive such unsatisfied conditions with respect
to the Exchange Offer and accept all properly tendered Old Notes which have not
been withdrawn. If such waiver constitutes a material change to the Exchange
Offer, the Company will promptly disclose such waiver by means of a prospectus
supplement that will be distributed to the registered Holders, and the Company
will extend the Exchange Offer, in accordance with applicable rules of the
Commission and published interpretation of the Staff, for a period of five to
ten business days, depending upon the significance of the waiver and the manner
of disclosure to the registered Holders, if the Exchange Offer would otherwise
expire during such five to ten business day period.

EXCHANGE AGENT

Marine Midland Bank has been appointed as Exchange Agent for the Exchange
Offer. Questions and requests for assistance, requests for additional copies of
this Prospectus or of the Letter of Transmittal and requests for Notices of
Guaranteed Delivery should be directed to the Exchange Agent addressed as
follows:

Marine Midland Bank
Corporate Trust Operations
140 Broadway - "A" Level
New York, New York 10005-1180

Telephone: (212) 658-6433
Facsimile: (212) 658-6425

FEES AND EXPENSES

The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telegraph, telephone or in person by officers and regular
employees of the Company and its affiliates.

The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers or others soliciting
acceptances of the Exchange Offer. The Company,

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however, will pay the Exchange Agent reasonable and customary fees for its
services and will reimburse it for its reasonable out-of-pocket expenses in
connection therewith and will reimburse the Holders of the Old Notes for the
reasonable fees and expenses of not more than one firm of counsel designated by
the holders of a majority in principal amount of the Old Notes outstanding
within the meaning of the Indenture to act as counsel for all Holders of Old
Notes in connection therewith.

The cash expenses to be incurred in connection with the Exchange Offer will
be paid by the Company. Such expenses include fees and expenses of the Exchange
Agent and Trustee, accounting and legal fees and printing costs, among others.

The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Notes pursuant to the Exchange Offer. If, however, certificates
representing New Notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be issued in the name
of, any person other than the registered Holder of the Old Notes tendered, or if
tendered Old Notes are registered in the name of any person other than the
person signing the Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
Holder or any other persons) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering Holder.

ACCOUNTING TREATMENT

The New Notes will be recorded at the same carrying value as the Old Notes,
which is face value, as reflected in the Company's accounting records on the
date of the exchange. Accordingly, no gain or loss for accounting purposes will
be be recognized.

TERMINATION OF CERTAIN RIGHTS

Holders of the New Notes will not be entitled to the benefits of the
Registration Rights Agreement, pursuant to which the Company agreed, for the
benefit of holders of the Old Notes, that it would, at its expense, (i) as soon
as practicable after the initial issuance of the Old Notes, file a registration
statement with the Commission with respect to a registered offer to exchange the
Old Notes for the New Notes and (ii) use its best efforts to cause such
registration statement to be declared effective under the Securities Act by
August 31, 1994 and to cause the New Notes to be listed on a national securities
exchange promptly after the consummation of the Exchange Offer.

In addition, pursuant to the Registration Rights Agreement, in the event
that applicable interpretations of the Staff do not permit the Company to effect
the Exchange Offer or if for any other reason the Exchange Offer is not
consummated by August 31, 1994, or if the Initial Purchasers so request with
respect to Old Notes not eligible to be exchanged for New Notes in the Exchange
Offer or if any holder of Old Notes is not eligible to participate in the
Exchange Offer or does not receive freely tradeable New Notes in the Exchange
Offer, the Company will, at its expense, (a) promptly file a shelf registration
statement (a "Shelf Registration Statement") permitting resales from time to
time of the Old Notes, (b) use its best efforts to cause such registration
statement to become effective and (c) use its best efforts to keep such
registration statement current and effective until three years from the date it
becomes effective or such shorter period that will terminate when all the Old
Notes covered by such registration statement have been sold pursuant thereto.
The Company, at its expense, will provide to each holder of the Old Notes copies
of the prospectus that is a part of the Shelf Registration Statement, notify
each such holder when the Shelf Registration Statement has become effective and
take certain other actions as are required to permit unrestricted resales of the
Old Notes from time to time. A holder of Old Notes who sells such Old Notes
pursuant to the Shelf Registration Statement generally will be required to be
named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the Registration Rights Agreement which are
applicable to such holder (including certain indemnification obligations).

In the event that the Exchange Offer is not consummated pursuant to its
terms or the Shelf Registration Statement is not declared effective on or prior
to August 31, 1994, the interest rate borne by the Old Notes shall be increased
by 50 basis points per annum following such date. Such interest rate will
increase by an

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additional 25 basis points per annum at the beginning of each subsequent 60-day
period, up to a maximum
aggregate increase of 150 basis points per annum. Upon the consummation of the
Exchange Offer or the effectiveness of the Shelf Registration Statement, as the
case may be, the interest rate borne by the Old Notes will be reduced from and
including the date on which either event occurs by the amount of any such
increase over 11 1/4%. See "-- Resales of the New Notes" and "-- Consequences of
Failure to Exchange."

CONSEQUENCES OF FAILURE TO EXCHANGE

The Old Notes that are not exchanged for New Notes pursuant to the Exchange
Offer will remain "restricted securities" (within the meaning of the Securities
Act). Accordingly, prior to the date that is three years after the later of the
date of the original issue thereof and the last date on which the Company or any
affiliate of the Company was the owner of such Old Notes (the "Resale
Restriction Termination Date"), such Old Notes may be resold only (i) to the
Company, (ii) to a person whom the seller reasonably believes is a "qualified
institutional buyer" purchasing for its own account or for the account of
another "qualified institutional buyer" in compliance with the resale
limitations of Rule 144A, (iii) to an "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) that is an
institution (an "Institutional Accredited Investor") that, prior to such
transfer, furnishes to the Trustee a written certification containing certain
representations and agreements relating to the restrictions on transfer of the
Notes (the form of which letter can be obtained from the Trustee), (iv) pursuant
to the limitations on resale provided by Rule 144 under the Securities Act (if
available), (v) pursuant to the resale provisions of Rule 904 of Regulation S
under the Securities Act, (vi) pursuant to an effective registration statement
under the Securities Act or (vii) pursuant to any other available exemption from
the registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of its property
or the property of such account be at all times within its control and to
compliance with applicable state securities laws. The foregoing restrictions on
resale will not apply subsequent to the Resale Restriction Termination Date.

RESALES OF THE NEW NOTES

With respect to resales of New Notes, based on existing interpretations of
the Staff, the Company believes that the New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
requirements of the Securities Act; provided such New Notes are acquired in the
ordinary course of such holders' business and such holders have no arrangement
with any person to participate in any public distribution of the New Notes. Each
Participating Broker-Dealer receiving New Notes in the Exchange Offer will be
subject to a prospectus delivery requirement with respect to resales of such New
Notes. Each Participating Broker-Dealer must acknowledge that it will deliver a
resale prospectus in connection with any resale of such New Notes. The Letter of
Transmittal which accompanies this Prospectus states that by so acknowledging
and by delivering a resale prospectus, a Participating Broker-Dealer will be
deemed not to be acting in the capacity of an "underwriter" (within the meaning
of Section 2(11) of the Securities Act). This Prospectus, as it may be amended
or supplemented from time to time, may be used by a Participating Broker-Dealer
in connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired by such Participating Broker-Dealer as result of
market-making or other trading activities. Pursuant to the Registration Rights
Agreement, the Company has agreed to permit Participating Broker-Dealers and
other persons, if any, subject to similar prospectus delivery requirements to
use this Prospectus in connection with the resale of such New Notes for a period
of 180 days from the date on which the Registration Statement of which this
Prospectus is a part is first declared effective.

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engage in, a public distribution of the New Notes. Each Participating
Broker-Dealer who receives New Notes for its own account in exchange for Old
Notes that were acquired by it as a result of market-making or other trading
activities, will be required to acknowledge that it will deliver a prospectus in
connection with any resale by it of such Old Notes. For a description of the
procedures for certain resales by broker-dealers, see "Plan of Distribution."

PLAN OF DISTRIBUTION

Each Participating Broker-Dealer that holds Old Notes that were acquired for
its own account as a result of market-making or other trading activities (other
than Old Notes acquired directly from the Company), may exchange such Old Notes
for New Notes pursuant to the Exchange Offer. However, a Participating
Broker-Dealer may be deemed to be an "underwriter" within the meaning of the
Securities Act and, therefore, will be required to deliver a prospectus
satisfying the requirements of the Act in connection with any resales by it of
such New Notes. This Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer in connection with resales
of New Notes received in exchange for Old Notes in satisfaction of such
prospectus-delivery requirement. The delivery by a Participating Broker-Dealer
of this Prospectus in connection with resales of New Notes shall not be deemed
to be an admission by such Participating Broker-Dealer that it is an
"underwriter" within the meaning of the Act. The Company has agreed that it
shall cause the Registration Statement of which this Prospectus is a part to
remain current and continuously effective for a period of 180 days from the date
on which such Registration Statement was first declared effective and that it
shall supplement or amend from time to time this Prospectus to the extent
necessary to permit this Prospectus (as so supplemented or amended) to be
delivered by Participating Broker-Dealers in connection with their resales of
New Notes.

The Company will not receive any proceeds from any sale of New Notes by
Participating Broker-Dealers or otherwise. New Notes received by Participating
Broker-Dealers for their own account pursuant to the Exchange Offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the New Notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or at negotiated
prices. Any such resale may be made directly to purchasers or to or through
dealers who may receive compensation in the form of commissions, concessions or
allowances from any such Participating Broker-Dealer and/or the purchasers of
any such New Notes. Any Broker-Dealer that resells New Notes that were received
by it for its own account pursuant to the Exchange Offer and any broker or
dealer that participates in a distribution of such New Notes may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit on any
such resale of New Notes and any commissions, concessions or allowances received
by any such persons may be deemed to be underwriting compensation under the
Securities Act. The accompanying Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

For a period 180 days from the date on which the Registration Statement of
which this Prospectus is a part is first declared effective, the Company will
deliver to each holder of New Notes, without charge, as many copies of this
Prospectus and any amendment or supplement to this Prospectus as such person may
reasonably request. The Company has agreed to pay all expenses incident to the
Exchange Offer other than commissions, concessions or allowances of any brokers
or dealers and certain transfer taxes and will indemnify the holders of the New
Notes (including any Participating Broker-Dealers) against certain liabilities,
including liabilities under the Securities Act, or to the extent such
indemnification is unavailable or insufficient, to contribute to any payments
that such Participating Broker-Dealers may be required to make in respect
thereof.

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DESCRIPTION OF THE NEW NOTES

GENERAL

The New Notes will be issued under the Indenture, dated May 2, 1994, among
the Company, the Guarantors and Marine Midland Bank, as trustee (the "Trustee"),
pursuant to which the Old Notes were issued. For purposes of the following
summary, the Old Notes and the New Notes shall be collectively referred to as
the "Notes." The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act") and in effect on the Closing Date.
The Notes are subject to all such terms, and holders of the Notes are referred
to the Indenture and the Trust Indenture Act for a statement thereof. The
following summary of certain provisions of the Indenture does not purport to be
complete and is qualified in its entirety by reference to the Indenture,
including the definitions therein of certain terms used below. A copy of the
Indenture has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part. The definitions of certain terms used in the
following summary are set forth below under "Certain Definitions." Copies of the
Indenture will be made available to prospective purchasers of the Notes upon
request.

The Notes will be general unsecured obligations of the Company, subordinate
in right of payment to all Senior Indebtedness of the Company, and senior or
PARI PASSU in right of payment to all existing and future subordinated
Indebtedness of the Company.

SUBSIDIARY GUARANTEES

The Company's payment obligations under the Notes are jointly and severally
guaranteed by the Guarantors. The obligations of each Guarantor under its
Guarantee are full, unconditional and absolute, irrespective of any invalidity,
illegality, unenforceability of any Note or the Indenture or any extension,
compromise, waiver or release in respect of any obligation of the Company or any
other Subsidiary Guarantor under any Note or the Indenture, or any modification
or amendment of or supplement to the Indenture.

The obligations of any Guarantor under its Guarantee are subordinated, to
the same extent as the obligations of the Company in respect of the Notes, to
the prior payment in full in cash of all Senior Indebtedness of such Guarantor,
which will include any guarantee issued by such Guarantor of any Senior
Indebtedness, including Indebtedness under the New Credit Agreement. The
obligations of each Guarantor under its Guarantee are limited to the extent
necessary to ensure that such Guarantee does not constitute a fraudulent
conveyance under applicable law. See "Risk Factors -- Dependence on
Distributions from Subsidiaries." Each Guarantor that makes a payment or
distribution under its Guarantee shall be entitled to a contribution from each
other Guarantor so long as exercise of such right does not impair the rights of
holders of Notes under any Guarantee. A Guarantor shall be released and
discharged from its obligations under its Guarantee under certain limited
circumstances, including (i) upon the sale or dissolution of such Guarantor,
(ii) upon the consummation of any transaction whereupon such Guarantor becomes a
Permitted Joint Venture, and (iii) upon the consummation of any transaction
whereupon the Company's and its Restricted Subsidiaries' Investment in such
Guarantor constitutes a Permitted Minority Interest.

Separate financial statements of the Guarantors are not included herein
because such Guarantors are jointly and severally liable with respect to the
Notes, and the Company believes that separate financial statements of the
Guarantors are not material to investors and that the condensed consolidating
financial information presented elsewhere in this Prospectus with respect to the
Guarantors is more meaningful information in understanding the financial
position of the Guarantors.

PRINCIPAL, MATURITY AND INTEREST

The Notes are limited in aggregate principal amount to $375 million and will
mature on April 15, 2004. Interest on the Notes will accrue at the rate of
11 1/4% per annum and will be payable semi-annually on each April 15 and October
15, commencing on October 15, 1994, to the holder of record on the immediately
preceding April 1 and October 1, whether or not a business day. Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance. Interest will be
computed on the basis of a 360-day year, comprised of twelve 30-day months. The
Notes will be payable both as to principal and interest at the office or agency
of the Company maintained for such purpose within the City of New York, Borough
of Manhattan or, at the option of the Company, payment of

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interest may be made by check mailed to the holders of the Notes at their
respective addresses set forth in the register of holders of Notes. Unless
otherwise designated by the Company, the Company's office or agency maintained
for such purpose in the City of New York, Borough of Manhattan will be the
office of the Trustee. The Notes will be issued in denominations of $1,000 and
integral multiples thereof.

OPTIONAL REDEMPTION

The Notes are not redeemable at the option of the Company prior to April 15,
1999. Thereafter, the Notes will be subject to redemption at the option of the
Company, in whole or in part, at the redemption prices (expressed as a
percentage of the principal amount) set forth below, plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning April 15 of the years indicated below:

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICES
- ------------------------------------------------------------- -----------
<S> <C>
1999......................................................... 105.625%
2000......................................................... 103.750%
2001......................................................... 101.875%
2002 and thereafter.......................................... 100.000%
</TABLE>

SINKING FUND

The Notes are not subject to the benefit of any sinking fund.

SELECTION AND NOTICE

If less than all of the Notes are to be redeemed at any time, selection of
the Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not listed on a national securities
exchange, on a pro rata basis, provided that Notes shall be redeemed in
principal amounts of $1,000 or integral multiples thereof. Notice of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each holder of Notes to be redeemed at its registered
address. If any Note is to be redeemed in part only, the notice of redemption
that relates to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed
portion thereof will be issued in the name of the holder thereof upon
cancellation of the original Note. On and after the redemption date, interest
ceases to accrue on Notes or portions of them called for redemption.

CHANGE OF CONTROL

Upon the occurrence of a Change of Control, each holder of the Notes shall
have the right to require the repurchase of such holder's Notes in whole or in
part pursuant to the offer described below (the "Change of Control Offer") at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase. Within 10 days
following any Change of Control, the Company shall mail a notice to the Trustee
and to each holder stating: (i) that the Change of Control Offer is being made
pursuant to the "Change of Control" provision of the Indenture and that all
Notes tendered and not subsequently withdrawn will be accepted for payment and
paid for by the Company; (ii) the purchase price and the purchase date (which
shall not be less than 30 days nor more than 60 days after the date such notice
is mailed) (the "Change of Control Payment Date"); (iii) that any Note not
tendered will continue to accrue interest and shall continue to be governed by
the terms of the Indenture in all respects; (iv) that, unless the Company
defaults in the payment thereof, all Notes accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest on and after the Change
of Control Payment Date; (v) that holders electing to have any Notes purchased
pursuant to a Change of Control Offer will be required to surrender the Notes to
be purchased to the Paying Agent at the address specified in the notice prior to
the close of business on the business day next preceding the Change of Control
Payment Date; (vi) that holders will be entitled to withdraw their election on
the terms and conditions set forth in such notice; and (vii) that holders whose
Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered; provided
that each Note purchased and each such new Note issued shall be in a principal
amount of $1,000 or integral multiples thereof.

On (or, in the case of clause (ii) of this paragraph, at the Company's
election, before) the Change of Control Payment Date, the Company shall (i)
accept for payment all Notes or portions thereof tendered and

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not theretofore withdrawn, pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent immediately available funds sufficient to pay the purchase
price of all Notes or portions thereof accepted for payment, and (iii) deliver
or cause to be delivered to the Trustee all Notes so tendered, together with an
officer's certificate specifying the Notes or portions thereof tendered to the
Company. The Paying Agent shall promptly mail to each holder of Notes so
tendered payment in an amount equal to the purchase price for such Notes, and
the Trustee shall promptly authenticate and mail to such holder one or more
certificates evidencing new Notes equal in principal amount to any unpurchased
portion of the Notes surrendered; provided that each such new Note shall be in a
principal amount of $1,000 or integral multiples thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

The Company will comply with the requirements of Regulation 14E and Rule
13e-4 (other than the filing requirements of such rule) under the Exchange Act,
and any other securities laws and regulations thereunder that are applicable in
connection with the repurchase of the Notes resulting from a Change of Control.

SUBORDINATION

The Indebtedness evidenced by the Notes (including, without limitation,
principal, premium, if any, and interest) will be subordinated in right of
payment to the prior payment in full of all Senior Indebtedness.

Upon any distribution to creditors upon any liquidation, dissolution,
winding up, bankruptcy, reorganization, assignment for the benefit of creditors,
marshalling of assets and liabilities, insolvency, receivership or similar
proceedings relating to the Company, the holders of Senior Indebtedness will be
entitled to receive payment in full of all obligations with respect to Senior
Indebtedness before the holders of Notes receive any direct or indirect payment
(excluding certain permitted equity or subordinated securities) on account of
principal of, premium, if any, or interest on the Notes.

Upon the final maturity of any Specified Senior Indebtedness by lapse of
time, acceleration (unless waived, rescinded or annulled) or otherwise, all
principal thereof and accrued and unpaid interest thereon and all accrued and
unpaid expenses, fees and other amounts in respect thereof, shall first be paid
in full in Cash, or such payment duly provided for in Cash or in a manner
otherwise satisfactory to the holders of such Specified Senior Indebtedness,
before any direct or indirect payment (excluding certain permitted equity or
subordinated securities) is made on account of principal of, premium, if any, or
interest on the Notes (other than amounts already deposited for defeasance or
redemption pursuant to applicable provisions of the Indenture).

The Company may not directly or indirectly pay principal of, premium, if
any, or interest on the Notes and may not acquire or defease any Notes for Cash
or property (in each case, excluding certain permitted equity or subordinated
securities) if (i) a default in the payment of principal of or interest on any
Specified Senior Indebtedness or in the payment of any letter of credit
commission under the New Credit Agreement occurs and is continuing that permits,
or upon the lapse of time would permit, the holders (or their agent) of such
Specified Senior Indebtedness to accelerate its maturity or the maturity of
which has been accelerated (a "Payment Default"); or (ii) a default, other than
a Payment Default, on any Specified Senior Indebtedness occurs and is continuing
that permits the holders (or the agent) of such Specified Senior Indebtedness to
accelerate its maturity (a "Non-Payment Default"), and such default is either
the subject of judicial proceedings or the Trustee or the Paying Agent receives
a notice of the default from a Person who may give it pursuant to the terms of
the Indenture. The Trustee in making any payment to the holders shall be
entitled to assume that no Payment Default or Non-Payment Default has occurred
unless it has received written notice to the contrary at least one business day
prior to such payment. A Payment Default or Non-Payment Default with respect to
Specified Senior Indebtedness does not suspend the rights of the Trustee or the
holders of the Notes to accelerate the maturity of the Notes. See "Events of
Default and Remedies."

The Trustee or the Paying Agent shall resume payments on the Notes, and the
Company may acquire the Notes, upon the earlier of (a) in the case of a Payment
Default, the date such Payment Default is cured or waived, or (b) in the case of
a Non-Payment Default, the 179th day after receipt of notice if the default is
not the subject of judicial proceedings, if otherwise permitted under the terms
of the Indenture at that time. During any consecutive 360-day period, only one
such 179-day period may commence during which payment of principal of or
interest on the Notes may not be made. No Non-Payment Default with respect to
Specified

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Senior Indebtedness which existed or was continuing on the date of the
commencement of any such 179-day period will be, or can be, made the basis for
the commencement of a second such 179-day period, whether or not within a period
of 360 consecutive days, unless such default has been cured or waived for a
period of not less than 90 consecutive days.

As of May 31, 1994, the aggregate outstanding principal amount of Senior
Indebtedness of the Company and the Guarantors was approximately $147.3 million.

CERTAIN COVENANTS

LIMITATION ON RESTRICTED PAYMENTS. The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, (i)
declare or pay any dividend or make any distribution on account of the Company's
or any of its Restricted Subsidiaries' Capital Stock or other Equity Interests
(other than dividends or distributions payable to the Company or any of its
Restricted Subsidiaries or payable in shares of Capital Stock or other Equity
Interests of the Company other than Redeemable Stock), (ii) purchase,
repurchase, redeem or otherwise acquire or retire for value any Equity Interests
of the Company or any of its Subsidiaries from any Person (other than from the
Company or any of its Restricted Subsidiaries); (iii) purchase, repurchase,
redeem, prepay, defease, or otherwise acquire or retire for value (A) any
Indebtedness of the Company that is subordinated in right of payment to the
Notes or the Guarantees thereof, prior to scheduled maturity, repayment or
sinking fund payment or (B) any Indebtedness of any Unrestricted Subsidiary or
(iv) make Investments other than Permitted Investments (the foregoing actions
set forth in clauses (i) through (iv) being referred to as "Restricted
Payments"), if:

(a) at the time of such Restricted Payment, a Default or Event of Default
shall have occurred and be continuing or shall occur as a consequence
thereof; or

(b) such Restricted Payment, together with the aggregate of all other
Restricted Payments made on or after the Closing Date exceeds the sum of
(A) $30 million, (B) 50% of the Consolidated Net Income of the Company
accrued on a cumulative basis for the period beginning on the first day
of the first month following the Closing Date and ending on the last day
of the last month immediately preceding the month in which such
Restricted Payment occurs (or, if aggregate cumulative Consolidated Net
Income for such period is a deficit, minus 100% of such deficit), (C)
100% of the aggregate net cash proceeds received by the Company after the
Closing Date from the issuance or sale of Capital Stock or other Equity
Interests of the Company (other than such Capital Stock or other Equity
Interests issued or sold to a Subsidiary of the Company and other than
Redeemable Stock), (D) the aggregate net cash proceeds received on or
after the Closing Date by the Company from the issuance or sale of debt
securities of the Company that have subsequently been converted into or
exchanged for Capital Stock or other Equity Interests of the Company
(other than Redeemable Stock) plus the aggregate Cash received by the
Company at the time of such conversion or exchange, (E) 100% of the
aggregate Cash received by the Company after the Closing Date upon the
exercise of options or warrants (whether issued prior to or after the
Closing Date) to purchase the Company's Capital Stock and (F) 100% of the
aggregate net cash proceeds received by the Company or any Restricted
Subsidiary from its Unrestricted Subsidiaries after the Closing Date on
account of the return of Investments (other than the return of Permitted
Investments in Unrestricted Subsidiaries) in such Unrestricted
Subsidiaries; or

(c) immediately after such Restricted Payment, the Company would not be
permitted to incur $1.00 of additional Indebtedness pursuant to the first
paragraph of "-- LIMITATION ON ADDITIONAL INDEBTEDNESS" below.

The foregoing provisions will not prohibit (i) so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, the
payment of any dividend within 60 days after the date of declaration thereof, if
at said date of declaration such payment would have complied with the provisions
of the Indenture; (ii) to the extent required under applicable law, or if the
failure to do so would create a material risk of disqualification of the ESOP
under the Internal Revenue Code, the acquisition by the Company of its common
stock from the ESOP or from participants and beneficiaries of the ESOP; (iii)
the

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acquisition by the Company or any of its Restricted Subsidiaries of Equity
Interests of the Company or such Restricted Subsidiary, if the exclusive
consideration for such acquisition is the issuance by the Company or such
Restricted Subsidiary of its Equity Interests; (iv) the purchase, redemption or
acquisition by the Company, for nominal consideration, of rights under the
Rights Plan prior to such time as such rights have become exercisable; (v) the
redemption, repurchase, acquisition or retirement of Indebtedness of the Company
or its Restricted Subsidiaries being concurrently refinanced by Refinancing
Indebtedness permitted under "-- LIMITATION ON ADDITIONAL INDEBTEDNESS" below;
(vi) the purchase, repayment, redemption, prepayment, defeasance, acquisition or
retirement of any Indebtedness, if the exclusive consideration therefor is the
issuance by the Company of its Equity Interests; (vii) the redemption,
repurchase, acquisition or retirement of Equity Interests in a Permitted Joint
Venture, provided that (A) after giving effect to such transaction, the
Company's Consolidated Interest Coverage Ratio is at least 2.00 to 1.0x, (B) no
Default or Event of Default has occurred and is continuing or would result
therefrom, (C) if consideration for such transaction is in excess of $5 million,
such transaction is approved by a majority of the Disinterested Directors of the
Company and (D) if consideration for such transaction is in excess of $25
million, the Company has received an opinion from a nationally recognized
investment banking firm that such transaction is fair to the Company, from a
financial point of view; (viii) dividend payments to the holders of minority
interests in Permitted Joint Ventures, ratably in accordance with their
respective Equity Interests or, if not ratably, then in accordance with the
priorities set forth in the respective organizational documents for, and
agreements among holders of Equity Interests in, such Permitted Joint Ventures;
(ix) the Guarantee of Indebtedness of a Permitted Joint Venture if the
incurrence of such Indebtedness is permitted under "-- LIMITATION ON ADDITIONAL
INDEBTEDNESS" below and if such Guarantee is a Permitted Investment pursuant to
clause (f) of the definition thereof; or (x) the acquisition or retirement of
options and warrants upon the exercise thereof.

The Company shall deliver to the Trustee within 60 days after the end of
each of the Company's first three fiscal quarters (120 days after the end of the
Company's fiscal year) in which a Restricted Payment is made under the first
paragraph of this covenant, an officer's certificate setting forth each
Restricted Payment made in such fiscal quarter, stating that each such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the "Limitation on Restricted Payments" covenant were
computed, which calculations may be based on the Company's financial statements
included in filings required under the Exchange Act for such quarter or such
year. For purposes of calculating the aggregate amount of Restricted Payments
that are permitted under clause (b) of the first paragraph of "-- LIMITATIONS ON
RESTRICTED PAYMENTS," the amounts expended for Restricted Payments permitted
under clauses (ii) through (x) above shall be excluded.

LIMITATION ON PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES. The
Indenture provides that the Company shall not, and shall not permit any of its
Restricted Subsidiaries to, from and after the Closing Date, directly or
indirectly, create or otherwise cause or permit to exist or become effective, or
enter into any agreement with any Person that would cause, any encumbrance or
restriction on the ability of any Restricted Subsidiary to (A) pay dividends or
make any other distributions on its Capital Stock, the Capital Stock of any of
its Restricted Subsidiaries or on any other interest or participation in, or
measured by, its profits, which interest or participation is owned by the
Company or any of its Restricted Subsidiaries, (B) pay any Indebtedness owed to
the Company or any of its Restricted Subsidiaries, (C) make loans or advances to
the Company or any of its domestic Restricted Subsidiaries, (D) transfer any of
its properties or assets to the Company or any of its domestic Restricted
Subsidiaries or (E) in the case of a Restricted Subsidiary that is required to
be a Guarantor pursuant to the "Additional Guarantors" covenant, execute a
Guarantee of the Notes or any renewals or refinancings thereof, except, in each
case, for such encumbrances or restrictions existing under or by reason of (1)
applicable law and regulation, (2) the Indenture, (3) the New Credit Agreement,
and any replacement or substitute facility or facilities thereof, in each case
to the extent that such encumbrances and restrictions are not materially more
restrictive on the Company and its Restricted Subsidiaries than those contained
in the New Credit Agreement as in effect on the Closing Date, (4) instruments
evidencing Indebtedness of another Person which is assumed by, or which
otherwise becomes the obligation of, such Restricted Subsidiary in connection
with the acquisition by such Restricted Subsidiary of another Person (whether
pursuant to a purchase of Equity Interests or assets) or in connection with any
transaction whereby such Restricted Subsidiary becomes a Permitted Joint
Venture, provided that (a) such

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Indebtedness was not originally incurred in connection with or in anticipation
of such acquisition or other transaction, (b) such restrictions apply only to
such Restricted Subsidiary and its Subsidiaries and (c) except in the case of an
acquisition or other transaction whereby such Restricted Subsidiary becomes a
Permitted Joint Venture, immediately after such acquisition or other
transaction, substantially all of such Restricted Subsidiary's operations or
assets consist of those acquired, (5) restrictions upon the transfer of property
or assets subject to Liens permitted under the "Limitation on Liens" covenant
below, or (6) restrictions which are contained in instruments evidencing
Indebtedness which refinances or refunds the Indebtedness described in clauses
(3) and (4).

ANTI-LAYERING. The Indenture provides that the Company shall not incur,
create, assume, guarantee or otherwise become liable for any Indebtedness that
is subordinated in right of payment to any Senior Indebtedness and senior in any
respect in right of payment to the Notes.

LIMITATION ON ADDITIONAL INDEBTEDNESS. The Indenture provides that the
Company shall not, and shall not permit any of its Restricted Subsidiaries,
directly or indirectly, to create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable with respect to any Indebtedness, unless,
after giving PRO FORMA effect to the incurrence of such Indebtedness and the
application of any of the proceeds therefrom to repay Indebtedness, the
Consolidated Interest Coverage Ratio of the Company for the four fiscal quarters
ending immediately prior to the date such additional Indebtedness is created,
incurred, issued, assumed or guaranteed will be at least 2.25 to 1.0x, provided
that such calculation shall give PRO FORMA effect to the acquisition of any
Person, business, property or assets made since the first day of such four
fiscal quarter period as if such acquisition had occurred at the beginning of
such four quarter period.

The foregoing limitations shall not apply to (i) Indebtedness under the New
Credit Agreement or any replacement or substitute facility or facilities thereof
(provided that Indebtedness under the New Credit Agreement or any replacement or
substitute facility or facilities, including unused commitments, shall not at
any time exceed $300 million in aggregate outstanding principal amount
(including the available undrawn amount of any letters of credit issued under
the New Credit Agreement or any replacement or substitute facility or facilities
thereof)); (ii) Indebtedness of the Company and its Restricted Subsidiaries,
which Indebtedness is in existence on the Closing Date; (iii) Indebtedness
represented by the Notes and the Guarantees of the Notes; (iv) Indebtedness
created, incurred, issued, assumed or guaranteed in exchange for or the proceeds
of which are used to extend, refinance, renew, replace, substitute or refund
Indebtedness permitted by clauses (ii) and (iii) of this covenant (the
"Refinancing Indebtedness"); PROVIDED HOWEVER, that (A) the principal amount of
such Refinancing Indebtedness shall not exceed the principal amount of
Indebtedness (including unused commitments) so extended, refinanced, renewed,
replaced, substituted or refunded (plus costs of issuance), (B) such Refinancing
Indebtedness ranks, relative to the Notes, no more senior than the Indebtedness
being refinanced thereby, (C) such Refinancing Indebtedness bears interest at a
market rate and (D) such Refinancing Indebtedness (1) shall have an Average Life
equal to or greater than the Average Life of the Indebtedness being extended,
refinanced, renewed, replaced, substituted or refunded or (2) shall not have a
scheduled maturity, principal repayment, sinking fund payment or mandatory
redemption on or prior to the maturity of the Notes; (v) Indebtedness of the
Company or any Restricted Subsidiary to any Restricted Subsidiary or to the
Company; (vi) Indebtedness arising from guarantees, letters of credit, and bid
or performance bonds securing any obligations of the Company or any Restricted
Subsidiary incurred in the ordinary course of business; (vii) Indebtedness for
borrowed money denominated in foreign currencies not to exceed an aggregate
principal amount at any time equal to the equivalent in such foreign currencies
of $5 million in U.S. Dollars, (viii) Capital Lease Obligations in an aggregate
amount outstanding at any time not to exceed 5% of the Company's Consolidated
Net Assets; (ix) Non-Recourse Indebtedness incurred in connection with the
acquisition of real property by the Company or its Restricted Subsidiaries; (x)
Guarantees of any Senior Indebtedness, (xi) Guarantees by any Restricted
Subsidiary of any Indebtedness of the Company that is PARI PASSU with or
subordinate in right of payment to the Notes, provided that (A) in the case of a
Guarantee of Indebtedness that is PARI PASSU with the Notes, such Guarantee is
PARI PASSU to the Guarantees of the Notes, and (B) in the case of a Guarantee of
Indebtedness that is subordinate to the Notes, such Guarantee is similarly
subordinated to the Guarantees of the Notes, (xii) Guarantees by the Company of
Indebtedness of any Restricted Subsidiary that does not constitute Senior
Indebtedness, provided that (A) in the case of the Company's Guarantee of
Indebtedness of a Guarantor that is subordinate to such Guarantor's Guarantee of
the Notes, the Company's Guarantee of

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such Indebtedness is similarly subordinated to the Notes, and (B) in all other
cases, the Company's Guarantee of such Indebtedness is on a PARI PASSU basis
with the Notes, and (xiii) Indebtedness other than that permitted pursuant to
the foregoing clauses (i) through (xii) provided that the aggregate outstanding
amount of such additional Indebtedness does not at any time exceed $50 million,
all or any portion of which Indebtedness, notwithstanding clause (i) above, may
be incurred pursuant to the New Credit Agreement or any replacement or
substitute facility or facilities thereof.

LIMITATION ON LIENS. The Indenture provides that the Company shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien on any of their respective
assets, now owned or hereinafter acquired, securing any Indebtedness that is
PARI PASSU with or subordinated in right of payment to the Notes, unless the
Notes are equally and ratably secured; PROVIDED that, if such Indebtedness which
expressly by its terms is subordinate or junior in right of payment to any other
Indebtedness of the Company is expressly subordinate to the Notes, the Lien
securing such subordinate or junior Indebtedness shall be subordinate and junior
to the Lien securing the Notes with the same relative priority as such
subordinated or junior Indebtedness shall have with respect to the Notes. The
Company and its Restricted Subsidiaries may at any time, directly or indirectly,
create, incur, assume or suffer to exist any Lien on any of their respective
assets, now owned or hereafter acquired, securing any Senior Indebtedness or any
Non-Recourse Indebtedness permitted under the "Limitation on Additional
Indebtedness" covenant.

LIMITATION ON SALE OF SUBSIDIARY SHARES. The Indenture provides that the
Company shall not (i) sell, pledge, hypothecate or otherwise convey or dispose
of any Equity Interests of a Restricted Subsidiary except to a Restricted
Subsidiary or (ii) permit a Restricted Subsidiary to issue or sell any Equity
Interests of such Restricted Subsidiary to any Person other than to the Company
or to another Restricted Subsidiary; PROVIDED that (a) the Company and its
Restricted Subsidiaries may consummate an Asset Sale of all of the Equity
Interests owned by the Company and its Restricted Subsidiaries of such
Restricted Subsidiary, (b) the Company may pledge, hypothecate or otherwise
grant a Lien on any Equity Interests of any Restricted Subsidiary to the extent
permitted under the "Limitation on Liens" covenant, and (c) the Company may sell
or otherwise convey or dispose of any Equity Interest in such Restricted
Subsidiary, and such Restricted Subsidiary may issue or sell any Equity Interest
to any Person other than to the Company or to another Restricted Subsidiary, if
(i) immediately after the consummation of such transaction such Restricted
Subsidiary is or becomes a Permitted Joint Venture, provided that (A) after
giving effect to such transaction, the Company's Consolidated Interest Coverage
Ratio is at least 2.00 to 1.0x, (B) no Default or Event of Default has occurred
and is continuing or would result therefrom, (C) if such transaction involves
the issuance or sale of Equity Interests having a fair market value in excess of
$5 million, the transaction is approved by a majority of the Disinterested
Directors of the Company, (D) if such transaction involves the issuance or sale
of Equity Interests having a fair market value in excess of $25 million, the
Company has received an opinion from a nationally recognized investment banking
firm that such transaction is fair to the Company, from a financial point of
view, and (E) the sum of (x) the Book Value of assets of such Restricted
Subsidiary immediately prior to the transaction pursuant to which it became a
Permitted Joint Venture, together with the Book Value of assets of all other
Guarantors which have become Permitted Joint Ventures (determined for each such
Guarantor as of the time immediately prior to the transaction pursuant to which
it became a Permitted Joint Venture) and (y) the aggregate Book Values of
Permitted Minority Investments of the Company and its Restricted Subsidiaries
(the Book Value of each such Permitted Minority Investment determined as of the
time such Investment was made), does not exceed $100 million; (ii) the Company's
and its Restricted Subsidiaries' Investment in such Person becomes a Permitted
Minority Investment, provided that (A) after giving effect to such transaction,
the Company's Consolidated Interest Coverage Ratio is at least 2.00 to 1.0x, (B)
no Default or Event of Default has occurred and is continuing or would result
therefrom, (C) the sum of (x) the Book Value of such Permitted Minority
Investment, together with the aggregate Book Values of all other Permitted
Minority Investments of the Company and its Restricted Subsidiaries (the Book
Value of each such Permitted Minority Investment determined as of the date such
Investment was made) and (y) the aggregate Book Value of assets of all
Guarantors that have become Permitted Joint Ventures (determined for each such
Guarantor as of the time immediately prior to the transaction pursuant to which
it became a Permitted Joint Venture), do not exceed $100 million, (D) if such
transaction involves the issuance or sale of Equity Interests having a fair
market value in excess of $5 million,

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the transaction is approved by a majority of the Disinterested Directors of the
Company, and (E) if such transaction involves the issuance or sale of Equity
Interests having a fair market value in excess of $25 million, the Company shall
have received an opinion from a nationally recognized investment banking firm
that such transaction is fair to the Company, from a financial point of view; or
(iii) the Company's and its Restricted Subsidiaries' Investment in such Person
otherwise constitutes a Permitted Investment.

LIMITATION ON USE OF PROCEEDS FROM ASSET SALES. The Indenture provides that
the Company and its Restricted Subsidiaries shall not, directly or indirectly,
consummate any Asset Sale with or to any Person other than the Company or a
Restricted Subsidiary, unless (i) the Company or the Restricted Subsidiary, as
the case may be, receives consideration at the time of any such Asset Sale at
least equal to the fair market value of the asset sold or otherwise disposed of,
(ii) at least 60% of the net proceeds from such Asset Sale are received in Cash
at closing (unless (A) such Asset Sale is a lease, (B) such Asset Sale is in
connection with the creation of, Investment in, or issuance or sale of Equity
Interests by, a Permitted Joint Venture, or (C) such Asset Sale is in connection
with the making of, or would result in, a Permitted Minority Investment) and
(iii) with respect to any Asset Sale involving the Equity Interest of any
Restricted Subsidiary (unless (A) such Restricted Subsidiary is, or as a result
of such Asset Sale would be, a Permitted Joint Venture, or (B) as a result of
such Asset Sale, the Company's and its Restricted Subsidiaries' Investment in
such Restricted Subsidiary would constitute a Permitted Minority Investment),
the Company shall sell all of the Equity Interests of such Restricted Subsidiary
it owns. Within 270 days after the receipt of Net Cash Proceeds in respect of
any Asset Sale, the Company must use all such Net Cash Proceeds either to invest
in properties and assets in the healthcare or a healthcare related business
(including, without limitation, a capital investment in the Company or any of
its Restricted Subsidiaries) or to reduce Senior Indebtedness; PROVIDED, that
when any non-Cash proceeds are liquidated, such proceeds (to the extent they are
Net Cash Proceeds) will be deemed to be Net Cash Proceeds at that time. When the
aggregate amount of Excess Proceeds (as defined below) exceeds $10 million, the
Company shall make an offer (the "Excess Proceeds Offer") to apply the Excess
Proceeds to repurchase the Notes at a purchase price equal to 100% of the
principal amount of such Notes, plus accrued and unpaid interest to the date of
purchase. The Excess Proceeds Offer shall be made substantially in accordance
with the procedures for a Change of Control Offer described under "-- CHANGE OF
CONTROL" above. To the extent that the aggregate principal amount of the Notes
(plus accrued interest thereon) tendered pursuant to the Excess Proceeds Offer
is less than the Excess Proceeds, the Company may use such deficiency, or a
portion thereof, for general corporate purposes. If the aggregate principal
amount of the Notes surrendered by holders thereof exceeds the amount of Excess
Proceeds, the Company shall select the Notes to be purchased in accordance with
the procedures described above under "-- SELECTION AND NOTICE." "Excess
Proceeds" shall mean any Net Cash Proceeds from an Asset Sale that is not
invested or used to reduce Senior Indebtedness as provided in the second
sentence of this paragraph. Notwithstanding the foregoing, any Asset Sale which
results in Net Cash Proceeds of less than $3 million and all Asset Sales
(including any Asset Sales which results in Net Cash Proceeds of less than $3
million) in any twelve consecutive-month period which result in Net Cash
Proceeds of less than $10 million in the aggregate shall not be subject to the
requirement of clause (ii) of the first sentence above.

The Company will comply with the requirements of Regulation 14E and Rule
13e-4 (other than the filing requirements of such rule) under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the Notes
pursuant to an Excess Proceeds Offer.

LIMITATION ON TRANSACTIONS WITH AFFILIATES. The Indenture provides that
neither the Company nor any of its Restricted Subsidiaries shall enter into any
transaction or series of related transactions with (including, without
limitation, the making of any Investment or guarantee in, to or for the benefit
of), sell, lease, transfer or otherwise dispose of any of its properties or
assets to, or for the benefit of, purchase or lease any property or assets from,
or enter into an amendment of any contract, agreement with, or for the benefit
of, any Affiliate of the Company or any of its Subsidiaries (other than the
Company or any of its Restricted Subsidiaries), unless (i) such transaction or
series of transactions is on terms that are substantially as favorable to the
Company or the relevant Restricted Subsidiary, as the case may be, as those that
could have been obtained in a comparable transaction on an arm's length basis
from a Person that is not an Affiliate and (ii) except in the case of any
transaction solely between the Company or a Restricted Subsidiary on the one
hand and a Permitted Joint Venture on the other hand, including the formation
and initial capitalization of

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such Permitted Joint Venture, (A) with respect to a transaction or series of
related transactions involving aggregate payments in excess of $1 million but
less than $15 million, a majority of the Disinterested Directors of the Company
shall approve by a resolution determining in good faith that such transaction or
series of related transactions comply with the clause (i) above, and (B) with
respect to a transaction or series of related transactions involving aggregate
payments in excess of $15 million (other than cash transactions pursuant to
insurance agreements with the Insurance Subsidiaries), the Company shall have
received an opinion from a nationally recognized investment banking firm or,
with respect to a transaction or a series of related transactions requiring the
valuation of real property, a nationally recognized real estate appraisal firm,
that such transaction or series of related transactions is fair to the Company,
from a financial point of view.

MERGER, CONSOLIDATION OR SALE OF ASSETS. The Indenture provides that the
Company shall not consolidate with, merge with or into, or transfer all or
substantially all of its assets (in one transaction or a series of related
transactions) to, any Person or permit any party to merge with or into it
unless: (i) the Company shall be the continuing Person, or the Person (if other
than the Company) formed by such consolidation or into or with which the Company
is merged or to which the properties and assets of the Company, substantially as
an entity, are transferred shall be a corporation organized and existing under
the laws of the United States or any State thereof or the District of Columbia
and shall expressly assume, by a supplemental indenture, executed and delivered
to the Trustee, in form satisfactory to the Trustee, all of the obligations of
the Company under the Notes and the Indenture and the Indenture remains in full
force and effect; (ii) immediately before and immediately after giving effect to
such transaction, no Event of Default and no Default shall have occurred and be
continuing; (iii) immediately after giving effect to such transaction on a pro
forma basis, the Consolidated Net Worth of the surviving entity is at least
equal to the Consolidated Net Worth of the Company immediately prior to such
transaction; and (iv) except in the case of a triangular merger for the sole
purpose of forming a holding company, the surviving entity could, after giving
pro forma effect to such transaction, incur $1.00 of Indebtedness pursuant to
the first paragraph of "-- LIMITATION ON ADDITIONAL INDEBTEDNESS" above. The
Indenture also provides that no Restricted Subsidiary shall consolidate with, or
merge with or into, any Person or permit any party to merge with or into it
unless the continuing Person, or the Person formed by such consolidation or into
or with which a Restricted Subsidiary is merged is the Company or a Restricted
Subsidiary, provided that if any Guarantor consolidates into, or merges with or
into, a Restricted Subsidiary, either (i) such Restricted Subsidiary is or
becomes a Guarantor; or (ii) immediately after the consummation of such
transaction such Guarantor is a Permitted Joint Venture, provided that (A) after
giving effect to such transaction, the Company's Consolidated Interest Coverage
Ratio is at least 2.00 to 1.0x, (B) no Default or Event of Default has occurred
and is continuing or would result therefrom, (C) if such transaction involves a
Guarantor with assets having a fair market value in excess of $5 million, the
transaction is approved by a majority of the Disinterested Directors of the
Company, (D) if such transaction involves a Guarantor having assets with a fair
market value in excess of $25 million, the Company has received an opinion from
a nationally recognized investment banking firm that such transaction is fair to
the Company, from a financial point of view, and (E) the sum of (x) the Book
Value of assets of such Guarantor immediately prior to such transaction,
together with the Book Value of assets of all other Guarantors which have become
Permitted Joint Ventures (determined for each such Guarantor as of the time
immediately prior to the transaction pursuant to which it became a Permitted
Joint Venture) and (y) the aggregate Book Values of Permitted Minority
Investments of the Company and its Restricted Subsidiaries (the Book Value of
each such Permitted Minority Investment determined as of the date such
Investment was made), does not exceed $100 million; or (iii) immediately after
the consummation of such transaction the Company's and its Restricted
Subsidiaries' Investment in such Guarantor becomes a Permitted Minority
Investment, provided that (A) after giving effect to such transaction, the
Company's Consolidated Interest Coverage Ratio is at least 2.00 to 1.0x, (B) no
Default or Event of Default has occurred and is continuing or would result
therefrom, (C) the sum of (x) the Book Value of such Permitted Minority
Investment, together with the aggregate Book Values of all other Permitted
Minority Investments of the Company and its Restricted Subsidiaries (the Book
Value of each such Permitted Minority Investment determined as of the date such
Investment was made), and (y) the aggregate Book Value of assets of all
Guarantors that have become Permitted Joint Ventures (determined for each such
Guarantor as of the time immediately prior to the transaction pursuant to which
it became a Permitted Joint Venture), does not exceed $100 million, (D) if such
Permitted Minority Investment is in excess of $5 million, the Permitted Minority
Investment is

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approved by a majority of the Disinterested Directors of the Company and (E) if
such Permitted Minority Investment is in excess of $25 million, the Company has
received an opinion from a nationally recognized investment banking firm that
the Permitted Minority Investment is fair to the Company from a financial point
of view.

ADDITIONAL GUARANTORS. The Indenture provides that, after the Closing Date,
the Company shall cause any Person which shall at any time be a Subsidiary of
the Company, including any present Subsidiary of the Company which is not
included among the Guarantors executing the Indenture, to become a Guarantor
promptly after the date on which such Subsidiary first becomes a Guarantor under
the New Credit Agreement or a Significant Subsidiary; PROVIDED, HOWEVER, that
the Company shall not be required to cause any Permitted Joint Venture or any
Unrestricted Subsidiary to become a Guarantor.

PAYMENT FOR CONSENT. The Indenture provides that neither the Company nor
any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any holder
of any Notes for or as an inducement to obtaining any consent, waiver or
amendment of, or direction in respect of, any of the terms or provisions of the
Indenture or the Notes, unless such consideration is offered or agreed to be
paid, and paid, to all holders of the Notes which so consent, waive, agree or
direct to amend in the time frame set forth in solicitation documents relating
to such consent, waiver, agreement or direction.

PROVISIONS OF REPORTS AND OTHER INFORMATION. The Indenture provides that at
all times while any Note is outstanding, the Company shall timely file with the
Commission all such reports and other information as required by Section 13 or
15(d) of the Exchange Act, including, without limitation, Forms 10-K, 10-Q and
8-K. At such time as the Company is not subject to the reporting requirements of
the Exchange Act, within fifteen days after the same would be required to be
filed with the Commission if the Company then were subject to Section 13 or
15(d) of the Exchange Act, the Company will file with the Trustee and supply to
each holder of the Notes, without cost, copies of its financial statements and
certain other reports or information comparable to that which the Company would
have been required to report pursuant to Section 13 and 15(d) of the Exchange
Act, including, without limitation, the information that would be required by
Forms 10-K, 10-Q and 8-K.

EVENTS OF DEFAULT AND REMEDIES

The Indenture provides that each of the following constitutes an Event of
Default: (i) default for 30 days in payment of interest on the Notes; (ii)
default in payment when due of principal of or premium, if any, on the Notes,
whether at maturity, or upon acceleration, redemption or otherwise; (iii)
failure by the Company to comply in any respect with any of its other agreements
in the Indenture or the Notes which failure continues for 30 days after receipt
of a written notice from the Trustee or holders of at least 25% of the aggregate
principal amount of the Notes then outstanding, specifying such Default and
requiring that it be remedied; (iv) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness (other than Non-Recourse Indebtedness) for money
borrowed by the Company or any of its Restricted Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Restricted Subsidiaries)
whether such Indebtedness is now existing or hereafter created, which default
results from the failure to pay any such Indebtedness at its stated final
maturity or results in the acceleration of such Indebtedness prior to its stated
final maturity and the principal amount of such Indebtedness is at least $15
million, or the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness the maturity of which has been
accelerated, aggregates $30 million or more; (v) failure by the Company or any
Restricted Subsidiary to pay certain final judgments aggregating in excess of
$10 million which judgments are not stayed within 60 days after their entry;
(vi) except as permitted by the Indenture, the unenforceability or invalidity of
any Guarantee of the Notes, or the disaffirmance thereof by any Guarantor; and
(vii) certain events of bankruptcy or insolvency with respect to the Company and
its Restricted Subsidiaries.

If the Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to each holder of the Notes notice of the Event
of Default within 90 days after it becomes known to the Trustee, unless such
Event of Default has been cured or waived. Except in the case of an Event of
Default in

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the payment of principal of, premium, if any, or interest on any Note, the
Trustee may withhold the notice if and so long as a committee of its trust
officers in good faith determines that withholding the notice is in the interest
of the holders of the Notes.

If an Event of Default (other than an Event of Default resulting from
bankruptcy, insolvency or reorganization) occurs and is continuing, the Trustee
or the holders of at least 25% of the principal amount of the Notes then
outstanding, by written notice to the Company (and to the Trustee if such notice
is given by such holders) (the "Acceleration Notice"), may, and the Trustee at
the request of such holders shall, declare all unpaid principal of, premium, if
any, and accrued interest on such Notes to be due and payable, (i) immediately
if no amount is outstanding and no commitment is in effect under the Specified
Senior Indebtedness or (ii) if any amount is outstanding or any commitment is in
effect under the Specified Senior Indebtedness, upon the earlier of (A) five
business days after delivery of the Acceleration Notice by the Trustee or the
holders, as the case may be, to the Company and the agent or another designated
representative of the holders of each and any Specified Senior Indebtedness
outstanding or (B) acceleration of the Specified Senior Indebtedness, and
thereupon the Trustee may, at its discretion, proceed to protect and enforce the
rights of the holders of the Notes by appropriate judicial proceedings. Upon a
declaration of acceleration, such principal, premium, if any, and accrued
interest shall be due and payable. If an Event of Default resulting from certain
events of bankruptcy, insolvency or reorganization occurs, all unpaid principal
of, premium, if any, and accrued interest on the Notes then outstanding shall
IPSO FACTO become and be immediately due and payable without any declaration or
other act on the part of the Company, the Trustee or any holder. The holders of
at least 66 2/3% of the aggregate principal amount of the Notes outstanding by
notice to the Trustee may rescind an acceleration and its consequences, except
an acceleration due to default in payment of principal or interest on the Notes
upon conditions provided in the Indenture. Subject to certain restrictions set
forth in the Indenture, the holders of at least a 66 2/3% of the aggregate
principal amount of the outstanding Notes by notice to the Trustee may waive an
existing Default or Event of Default and its consequences, except a Default in
the payment of principal of, premium, if any, or interest on, such Notes or a
Default under a provision which requires consent of all holders to amend. When a
Default or Event of Default is waived, it is cured and ceases to exist, but no
waiver shall extend to any subsequent or other Default or impair any consequent
right. A holder of Notes may not pursue any remedy with respect to the Indenture
or the Notes unless: (i) the holder gives to the Trustee written notice of a
continuing Event of Default; (ii) the holders of at least 25% in principal
amount of such Notes outstanding make a written request to the Trustee to pursue
the remedy; (iii) such holder or holders offer to the Trustee indemnity or
security satisfactory to the Trustee against any loss, liability or expense;
(iv) the Trustee does not comply with the request within 30 days after receipt
thereof and the offer of indemnity or security; and (v) during such 30-day
period the holders of 66 2/3% of the aggregate principal amount of the
outstanding Notes do not give the Trustee a direction which is inconsistent with
the request.

The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required, upon
becoming aware of any Default or Event of Default, to deliver a statement to the
Trustee specifying such Default or Event of Default.

DEFEASANCE AND DISCHARGE OF THE INDENTURE AND THE NOTES

The Indenture provides that the Company may, at its option and at any time,
elect to have the obligations of the Company discharged with respect to the
outstanding Notes ("legal defeasance"). Such legal defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the outstanding Notes, except for (i) the rights of holders of
outstanding Notes to receive solely out of the trust described below payments in
respect of the principal of, premium, if any, and interests on such Notes when
such payments are due, (ii) the obligations of the Company with respect to the
Notes concerning issuing temporary Notes, registration of Notes, replacing
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or
agency for payment and money for security payments held in trust, (iii) the
rights, powers, trusts, duties and immunities of the Trustee, and (iv) the
defeasance provisions of the Indenture.

The Company and the Guarantors may, at their option and at any time, elect
to have their obligations under the provisions "Certain Covenants" and "Change
of Control" discharged with respect to the outstanding Notes and the Guarantees
thereof ("covenant defeasance"). Such covenant defeasance means that, with

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respect to the outstanding Notes and the Guarantees thereof, the Company and the
Guarantors may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such provisions and such omission
to comply shall not constitute a Default or an Event of Default.

In order to exercise defeasance, (i) the Company must have irrevocably
deposited with the Trustee, in trust, for the benefit of the holders of the
Notes, cash in U.S. Dollars, U.S. Government Obligations (as defined in the
Indenture), or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest on the outstanding Notes
on the stated maturity of such principal (and premium, if any) or installment of
interest or upon redemption; (ii) the Company shall have delivered to the
Trustee an opinion of counsel stating that the holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred, which such opinion, in the case of legal
defeasance, will state that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the Closing
Date there has been a change in the applicable federal income tax laws or
regulations or (C) there exists controlling precedent to such effect; (iii) no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit; (iv) such defeasance shall not result in a breach or violation of
or constitute a default under any material agreement or instrument to which the
Company is a party or by which it is bound; and (v) the Company shall have
delivered to the Trustee an officers' certificate and an opinion of counsel,
each stating that all conditions precedent to such defeasance have been
satisfied.

TRANSFER AND EXCHANGE

A holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar may require a holder, among other things, to furnish appropriate
endorsements and transfer documents, and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar is not required to register a
transfer or exchange of any Note selected for redemption except for the
unredeemed portion of any Note being redeemed in part. Also, the Registrar is
not required to register a transfer or exchange of any Note for a period of 15
days before the mailing of a notice of redemption offer.

The registered holder of a Note will be treated as the owner of it for all
purposes.

AMENDMENT, SUPPLEMENT AND WAIVER

Subject to certain exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the holders of 66 2/3% of the aggregate
principal amount of the Notes then outstanding, and any existing Default or
compliance with any provision may be waived (other than a continuing Default or
Event of Default in the payment of principal or interest on any Note) with the
consent of the holders of 66 2/3% of the aggregate principal amount of the then
outstanding Notes.

Without the consent of each holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting holder of Notes) (i) reduce
the percentage of principal amount of the Notes whose holders must consent to an
amendment or waiver, (ii) change the stated maturity or the time or currency of
payment of the principal of, premium, if any, or any interest on, any Note or
alter the redemption provisions with respect thereto, (iii) make any change in
the subordination provisions of the Indenture that adversely affects the rights
of any holder of the Notes under the subordination provisions of the Indenture,
(iv) waive a default in the payment of the principal of, premium, if any, or
interest on, any Note, (v) make any change to the "Change of Control" provisions
of the Indenture or the provisions relating to the Excess Proceeds Offer, (vi)
make any change to the "Anti-Layering" covenant, the "Additional Guarantors"
covenant or the "Payment for Consent" covenant of the Indenture, (vii) make any
change in the guarantee provisions of this Indenture that adversely affects the
rights of any holder of the Notes or (viii) make any change in the provision of
the Indenture containing the terms described in this paragraph.

Notwithstanding the foregoing, without the consent of any holder of the
Notes, the Company, the Guarantors and the Trustee may amend or supplement the
Indenture or the Notes to cure any ambiguity, defect or inconsistency, to
provide for certificated or uncertificated Notes in addition to or in place of
certificated or uncertificated Notes, to provide for the assumption of the
Company's obligations to holders of the Notes in the case of a merger or
consolidation, to make any change that does not adversely affect the

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rights of any holder of the Notes, to supplement the Indenture to provide for
additional Guarantors or to comply with any requirement of the Commission in
connection with the qualification of the Indenture or the Trustee under the
Trust Indenture Act.

CONCERNING THE TRUSTEE

The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The Trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest, it must
eliminate such conflict within 90 days or apply to the Commission for permission
to continue or resign.

The holders of 66 2/3% of the aggregate principal amount of the then
outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee,
subject to certain exceptions. The Indenture provides that in case an Event of
Default shall occur (which shall not be cured), the Trustee will be required, in
the exercise of its power, to use the degree of care and skill of a prudent man
under the circumstances in the conduct of his own affairs. Subject to such
provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the holders of the
Notes, unless they shall have offered to the Trustee security or indemnity
satisfactory to it against any loss, liability or expense.

FORM AND BOOK-ENTRY PROCEDURES

GLOBAL NOTE; BOOK-ENTRY FORM. The New Notes will initially be evidenced by
three global certificates ("Global Notes") in definitive, fully registered form,
without coupons, in the name of CEDE & Co. or another designated nominee ("DTC's
Nominee") of DTC. Beneficial interests in the Global Notes will be exchangeable
for certificated Notes as set forth in the Indenture. So long as DTC or DTC's
Nominee is the registered holder and owner of a Global Note evidencing the New
Notes, DTC or DTC's Nominee, as the case may be, will be considered the sole
owner and holder of the underlying New Notes for all purposes of such New Notes
and under the Indenture.

In connection with the issuance of the New Notes, DTC will credit on its
book-entry registration and transfer system the respective principal amounts of
New Notes evidenced by the Global Notes deposited with it to the accounts of
institutions that directly maintain accounts with DTC or DTC's Nominee
("participants"). Ownership of beneficial interests in the Global Notes will be
limited to participants or Persons for whom such participants serve as nominee
or custodian. Ownership of beneficial interests in the Global Notes will be
identified on, and the transfer of those ownership interests will be effected
only through, records maintained by DTC (with respect to participants'
interests) or such participants (with respect to the beneficial owners for whom
such participants serve as nominee or custodian). Beneficial owners will not
receive written confirmation from DTC or DTC's Nominee of their purchase of
Notes, but instead, should receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the
direct or indirect participant in DTC's system through which the beneficial
owner executed the purchase transaction. Transfers of beneficial ownership
interests in the Global Notes will be effected by entries made on the books of
participants acting on behalf of beneficial owners.

Payment of principal of, premium, if any, and interest on the Global Notes
will be made to DTC or DTC's Nominee, as the case may be, as the registered
owner and holder thereof.

DTC or DTC's Nominee, upon receipt of any payment of principal or interest
in respect of a Global Note evidencing any Notes held by it or DTC's Nominee,
will immediately credit direct participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Note for such Notes as reflected in the records maintained by DTC
or DTC's Nominee. Payments by participants to owners of beneficial interests in
such Global Note held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name."
Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in accordance with
DTC's customary procedures and will be settled in next-day funds. The laws of
certain U.S. states require that certain Persons take only physical delivery of
securities in definitive form. Consequently, the ability to transfer beneficial
interests in a Global Note

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to such Persons may be limited. Because DTC can act only on behalf of its direct
participants, who, in turn, act on behalf of indirect participants and certain
banks, the ability of a Person having a beneficial interest in a Global Note to
pledge such interest to Persons or entities that do not participate directly in
the DTC system, or otherwise take actions in respect of such interest or
exercise rights of beneficial ownership in the Global Notes, may be affected by
the lack of a physical certificate evidencing such interest.

DTC will take action permitted to be taken by a holder of Notes only at the
direction of one or more participants to whose DTC account interests in the
Global Notes are credited and only in respect of such portion of the aggregate
principal amount of the Notes as to which such participant or participants has
or have given such direction.

DTC is (i) a limited purpose trust company organized under the banking laws
of the State of New York (and is a "banking organization" within the meaning of
such laws), (ii) a member of the Federal Reserve System, (iii) a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, as
amended, and (iv) a "Clearing Agency" registered pursuant to Section 17A of the
Exchange Act. DTC was created to hold securities for its participants and
facilitate the clearance and settlement of securities transactions between
participants through electronic book-entry changes to the accounts of its
participants, thereby eliminating the need for physical transfer and delivery of
certificates. Direct participants in the DTC services system include securities
brokers and dealers, commercial banks, trust companies and clearing
corporations, and may include certain other organizations. DTC is owned by a
number of its direct participants and by each of the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Indirect access to the DTC system is available to other
entities such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the Commission.

Neither DTC nor DTC's Nominee will consent or vote in any manner with
respect to the Notes. Pursuant to its customary procedures, in the case of any
matter as to which the consent or vote of holders of the Notes is sought, DTC
will mail an Omnibus Proxy to the Company as soon as practicable after the
record date for the determination of holders eligible to consent or vote on the
matter to be acted upon. The Omnibus Proxy serves to assign DTC's Nominee's
right to consent or vote to the direct participants whose accounts it maintains
as of the record date.

Notices of redemption and repurchase with respect to Notes held by direct
participants in the DTC system will be forwarded to DTC's Nominee. In the case
of a partial redemption, DTC's practice is to determine, by lot, the amount of
the beneficial interest in the Notes to be redeemed of each of its direct
participants.

Beneficial owners who elect to participate in a tender offer or purchase of
their securities, must provide notice of such election, through its participant
(direct or indirect) in DTC's system, to the appropriate depositary, tender or
purchase agent, and effect delivery of their Notes by causing the direct
participant in DTC's system to transfer the indirect participant's interest in
the Notes, as reflected in DTC's records, to such depositary, tender or purchase
agent. The requirement for physical delivery of certificates evidencing the
Notes in connection with the aforementioned transactions will be deemed
satisfied when the beneficial ownership rights in the Global Notes are
transferred by direct participants on DTC's records.

The conveyance of all notices and other communications by DTC to its direct
participants, among DTC's participants (direct and indirect) and by DTC's
participants (direct and indirect) to owners of beneficial interests in the
Notes is governed by customary arrangements among them, subject to statutory or
regulatory requirements in effect with respect thereto from time to time.

Although DTC has agreed to the foregoing procedures to facilitate transfers
of interest in the Global Notes among participants of DTC, it is under no
obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. Neither the Company nor the Trustee
will have any responsibility for the performance by DTC or its participants of
their respective obligations under the rules and procedures governing their
operations.

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The information set forth above concerning DTC and DTC's book-entry system
has been obtained from sources believed by the Company to be reliable, but the
Company assumes no responsibility for the accuracy thereof.

CERTAIN DEFINITIONS

Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. A Person shall be deemed to "control"
(including the correlative meanings, the terms "controlling," "controlled by,"
and "under common control with") another Person if the controlling Person (a)
possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through ownership
of voting securities, by agreement or otherwise, or (b) owns, directly or
indirectly, 10% or more of any class of the issued and outstanding equity
securities of the controlled Person.

"Asset Sale" means, with respect to any Person, the sale, lease, conveyance,
disposition or other transfer by such Person of any of its assets (including by
way of a sale-and-leaseback and including the sale or other transfer of any
Equity Interests in any Restricted Subsidiary) which results in Net Cash
Proceeds of $1 million or more. However, the following shall not constitute an
Asset Sale: (i) unless part of a disposition including other assets or
operations, (A) dispositions of Cash and Cash Equivalents, (B) payments on or in
respect of non-Cash proceeds of Asset Sales, and (C) dispositions of Investments
by foreign subsidiaries of the Company in Cash and instruments or securities or
in certificates of deposit (or comparable instruments) with banks; (ii) the
lease of (A) office space in a medical building to healthcare professionals or
healthcare goods or services companies for their use or sublease to a similar
user or (B) any portion of a hospital (unless the portions of any such hospital
so leased in separate transactions constitute more than 50% of such hospital),
in the ordinary course of business and in a manner consistent with either past
practices or the healthcare industry generally, and (iii) the issuance or sale
by the Company of any Equity Interests in the Company.

"Average Life" means, as of the date of determination, with respect to any
debt security, the quotient obtained by dividing (i) the sum of the products of
the numbers of years from the date of determination to the dates of each
successive scheduled principal payment (assuming the exercise by the obligor of
such debt security of all unconditional (other than as to the giving of notice)
extension options of each such scheduled payment date) of such debt security
multiplied by the amount of such principal payment by (ii) the sum of all such
principal payments.

"Book Value" means, with respect to the assets of any Person, the book value
of assets of such Person, net of depreciation and other charges and reserves
taken with respect to such assets in accordance with GAAP.

"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease which
would at such time be so required to be capitalized on the balance sheet in
accordance with GAAP.

"Capital Stock" means any and all shares, interests, participations, rights
or other equivalents (however designated) of corporate stock (including, without
limitation, common and preferred stock), excluding warrants, options or other
rights to acquire Capital Stock.

"Cash" means money or currency or a credit balance in a Deposit Account.

"Cash Equivalents" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency,
instrumentality or sponsored corporation thereof which are rated at least A or
the equivalent thereof by Standard & Poor's Corporation or at least A-2 or the
equivalent thereof by Moody's Investor Services, Inc., and in each case having
maturities of not more than one year from the date of acquisition, (ii) time
deposits and certificates of deposit of any domestic commercial bank of
recognized standing, having capital and surplus in excess of $100 million with
maturities of not more than one year from the date of acquisition, (iii)
repurchase obligations with a term of not more than thirty days for underlying
securities of the types described in clause (i) above entered into with any bank
meeting the qualifications

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specified in clause (ii) above or any government securities dealer and (iii)
commercial paper rated at least A-1 or the equivalent thereof by Standard &
Poor's Corporation or at least P-1 or the equivalent thereof by Moody's Investor
Services, Inc., in each case maturing within one year after the date of
acquisition.

"Change of Control" means (a) the sale, lease, transfer or other disposition
in one or more related transactions of all or substantially all of the Company's
assets, or the sale of substantially all of the Capital Stock or assets of the
Company's Subsidiaries that constitutes a sale of substantially all of the
Company's assets, to any Person or group (as such term is used in Section
13(d)(3) of the Exchange Act), (b) the merger or consolidation of the Company
with or into another corporation, or the merger of another corporation into the
Company or any other transaction, with the effect, in any such case, that the
stockholders of the Company immediately prior to such transaction hold 50% or
less of the total voting power entitled to vote in the election of directors,
managers or trustees of the surviving corporation or, in the case of a
triangular merger, the parent corporation of the surviving corporation resulting
from such merger, consolidation or such other transaction, (c) any Person
(except for the parent corporation of the surviving corporation in a triangular
merger) or group acquires beneficial ownership of a majority in interest of the
voting power or voting Capital Stock of the Company, or (d) the liquidation or
dissolution of the Company.

"Closing Date" means May 2, 1994.

"Consolidated Interest Coverage Ratio" means the ratio of (A) Consolidated
Net Income plus the sum of Interest Expense, taxes, depreciation and
amortization of the Company and its Restricted Subsidiaries (to the extent such
items were taken into account in computing the Net Incomes of the Company and
each of such Restricted Subsidiaries) for the preceding four fiscal quarters to
(B) the Interest Expense of the Company and its Restricted Subsidiaries for the
preceding four fiscal quarters; provided that if the Company or any of its
Restricted Subsidiaries incurs, assumes, guarantees, repays or redeems any
Indebtedness subsequent to the commencement of the period for which the
Consolidated Interest Coverage Ratio is being calculated but prior to the event
for which the calculation of the Consolidated Interest Coverage Ratio is made,
then the Consolidated Interest Coverage Ratio will be calculated giving pro
forma effect to any such incurrence, assumption, guarantee or redemption of
Indebtedness, or such issuances or redemption of preferred stock, as if the same
had occurred at the beginning of the applicable period. In making such
calculations on a pro forma basis, interest attributable to Indebtedness bearing
a floating interest rate shall be computed as if the rate in effect on the date
of computation had been the applicable rate for the entire period.

"Consolidated Net Assets" means, with respect to any Person, the assets of
such Person and its Subsidiaries, less intangible assets of such Person and its
Subsidiaries (including, without limitation, franchises, patents, patent
applications, trademarks and tradenames, goodwill, excess reorganization value,
research and development expenses, and write-ups in the book value of any
assets), on a consolidated basis, determined in accordance with GAAP.

"Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP, plus the
sum of the amount allocated to excess reorganization value, ESOP expense and
consolidated stock option expense (to the extent such items were taken into
account in computing the Net Incomes of such Person and its Subsidiaries);
provided, however, that (i) the Net Income of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid to the referent Person or a Restricted Subsidiary, (ii) the
Net Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition shall be excluded and (iii) the
cumulative effect of a change in accounting principles shall be excluded.

"Consolidated Net Worth" of the Company means consolidated stockholders'
equity as determined in accordance with GAAP.

"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

"Deposit Account" means a demand, savings, passbook, money market or like
account with a commercial bank, savings and loan association or like
organization or a government securities dealer, other than an account evidenced
by a negotiable certificate of deposit.

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"Disinterested Director" means, with respect to any specific transaction,
any director of the Company that does not have a direct or indirect interest
(other than any interest resulting solely from such director's ownership of
Equity Interests in the Company) in such transaction.

"Equity Interests" means (a) Capital Stock, warrants, options or other
rights to acquire Capital Stock (but excluding any debt security which is
convertible into, or exchangeable for, Capital Stock), and (b) limited and
general partnership interests, interests in limited liability companies, joint
venture interests and other ownership interests in any Person.

"ESOP" means the Employee Stock Ownership Plan of the Company as established
on September 1, 1988, and effective as of January 1, 1988, as from time to time
amended, and/or the trust created in accordance with such plan pursuant to the
Trust Agreement between the Company and the trustee named therein, executed as
of September 1, 1988, as the context in which the term "ESOP" is used permits.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession,
as in effect on the Closing Date.

"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

"Guarantor" means (i) each of the Company's Subsidiaries on the Closing Date
(other than Permitted Joint Ventures and Unrestricted Subsidiaries) and (ii)
each other Person that executes a Guarantee of the obligations of the Company
under the Notes and the Indenture from time to time in accordance with the
provisions of the "Additional Guarantors" covenant, and their respective
successors and assigns; PROVIDED, HOWEVER, that "Guarantor" shall not include
any Person that is released from its Guarantee of the obligations of the Company
under the Notes and the Indenture as provided under "-- SUBSIDIARY GUARANTEES"
above.

"Indebtedness" of any Person means, without duplication, (i) indebtedness of
such Person for borrowed money or for the deferred purchase price of property or
services (other than trade payables on terms of 365 days or less incurred in the
ordinary course of business), (ii) all Capital Lease Obligations of such Person,
(iii) all guarantees of such Person in respect of Indebtedness of others, (iv)
at the date of determination thereof, the aggregate amount of all unreimbursed
drawings in respect of letters of credit issued for the account of such Person
(less the amount of Cash and Cash Equivalents on deposit securing such letters
of credit) and (v) all indebtedness, obligations or other liabilities of such
person or of others for borrowed money secured by a Lien on any property of such
Person, whether or not such indebtedness, obligations or liabilities are assumed
by such Person; PROVIDED, HOWEVER, that all or any portion of Indebtedness that
becomes the subject of a defeasance (whether a legal defeasance or a "covenant"
or "in substance" defeasance) shall, at all times that such defeasance remains
in effect, cease to be treated as Indebtedness for purposes of this Indenture.

"Interest Expense" of any Person means, for any period for which the
determination thereof is to be made, (A) the sum of the aggregate amount of (i)
interest in respect of Indebtedness (including all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing), (ii) all but the principal component of rentals in
respect of Capital Lease Obligations, paid, accrued or scheduled to be paid or
accrued by such Person during such period, (iii) capitalized interest and (iv)
amortization of original issue discount and deferred financing costs, all as
determined in accordance with GAAP, less (B) interest expense attributable to
Unrestricted Subsidiaries.

"Investment" means, when used with respect to any Person, any direct or
indirect advance, loan or other extension of credit (other than the creation of
receivables in the ordinary course of business) or capital contribution by such
Person (by means of transfers of property (other than Equity Interests in the
Company) to others or payments for property or services for the account or use
of others, or otherwise) to any other Person, or any direct or indirect purchase
or other acquisition by such Person of a beneficial interest in capital stock,
bonds, notes, debentures or other securities issued by any other Person, or any
Guarantee by

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such Person of the Indebtedness of any other Person (in which case such
Guarantee shall be deemed an Investment in such other Person in an amount equal
to the aggregate amount of Indebtedness so guaranteed).

"Insurance Subsidiaries" means, collectively, Golden Isle Assurance Company,
Plymouth Insurance Company, Ltd., and any successors to any of the foregoing.

"Lien" means any mortgage, pledge, security interest, charge, hypothecation,
collateral assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), or security agreement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement, other than notice filings
not perfecting a security interest, under the Uniform Commercial Code or
comparable law of any jurisdiction, domestic or foreign, in respect of any of
the foregoing).

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds of
such Asset Sale in the form of Cash or Cash Equivalents, including payments in
respect of deferred payment obligations (to the extent corresponding to the
principal, but not the interest, component thereof) when received in the form of
Cash or Cash Equivalents (except to the extent such obligations are financed or
sold with recourse to the Company or any Restricted Subsidiary of the Company),
casualty loss insurance proceeds, condemnation awards and proceeds from the
conversion of other property received when converted to Cash or Cash
Equivalents, net of (i) brokerage commissions and other fees and expenses
related to such Asset Sale, (ii) provision for all taxes (whether or not such
taxes will actually be paid or are payable) as a result of such Asset Sale
without regard to the consolidated results of operations of the Company and its
Subsidiaries, taken as a whole, (iii) payments made to repay Indebtedness or any
other obligation outstanding at the time of such Asset Sale that either, (A) in
the case of a sale of all of the Equity Interests in any Restricted Subsidiary,
is a direct obligation of such Restricted Subsidiary or (B) is required to be
paid in connection with such sale and (iv) appropriate amounts to be provided by
the Company or any Restricted Subsidiary of the Company as a reserve against any
liabilities associated with such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under indemnification obligations
associated with such Asset Sale, all as determined in conformity with GAAP.

"Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP, excluding, however, any gain or
loss, together with any related provision for taxes on such gain or loss,
realized in connection with any Asset Sale (including, without limitation,
dispositions pursuant to sale-and-leaseback transactions), and excluding any
extraordinary gain or loss, together with any related provision for taxes on
such extraordinary gain or loss.

"New Credit Agreement" means (a) the Second Amended and Restated Credit
Agreement, dated as of the Closing Date, among the Company, the banks and other
financial institutions named therein and Bankers Trust Company, as Agent, (b)
the Second Amended and Restated Subsidiary Credit Agreement, dated as of the
Closing Date, among certain Subsidiaries of the Company named therein, the banks
and other financial institutions named therein and Bankers Trust Company, as
Agent, and (c) each note, guaranty, mortgage, pledge agreement, security
agreement and other instruments and documents from time to time entered into
pursuant to or in respect of either such credit agreement or any such guaranty,
as each such credit agreement and other documents may be amended, restated,
supplemented, extended, renewed or otherwise modified from time to time.

"Non-Recourse Indebtedness" shall mean any Indebtedness of the Company or
any of its Restricted Subsidiaries if the holder of such Indebtedness has no
recourse, direct or indirect, absolute or contingent, to the general assets of
the Company or any of its Restricted Subsidiaries.

"Permitted Investments" means (a) any Investments in the Company or in a
Restricted Subsidiary other than a Permitted Joint Venture; (b) any Investments
in Cash or Cash Equivalents; (c) Investments by the Company or any Restricted
Subsidiary in a Person, if as a result of such Investment (i) such Person
becomes a Restricted Subsidiary of the Company or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or, is liquidated into, the Company or a Restricted
Subsidiary; (d) loans and advances to employees not exceeding $500,000 per
individual at any one time and $5 million outstanding in the aggregate at any
one time; (e) Investments in Group Practice

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Affiliates, Inc. and its Subsidiaries, and in the Technologies and Management
Information Unit and its Subsidiaries, not to exceed $70 million in the
aggregate at any one time; (f) Investments in a Permitted Joint Venture,
provided that (A) after giving effect to such Investment, the Company's
Consolidated Interest Coverage Ratio is at least 2.00 to 1.0x, (B) no Default or
Event of Default has occurred and is continuing or would result therefrom, (C)
if such Investment in such Permitted Joint Venture is in excess of $5 million,
such Investment is approved by a majority of the Disinterested Directors of the
Company and (D) if such Investment in such Permitted Joint Venture is in excess
of $25 million, the Company has received an opinion from a nationally recognized
investment banking firm that such Investment is fair to the Company, from a
financial point of view; (g) Permitted Minority Investments, provided that (A)
after giving effect to such Investments, the Company's Consolidated Interest
Coverage Ratio is at least 2.00 to 1.0x, (B) no Default or Event of Default has
occurred and is continuing or would result therefrom, (C) the sum of (x) the
Book Value of such Permitted Minority Investment together with the aggregate
Book Values of all other Permitted Minority Investments of the Company and its
Restricted Subsidiaries (the Book Value of each such Permitted Minority
Investment determined as of the date such Investment was made), and (y) the
aggregate Book Value of assets of all Guarantors that have become Permitted
Joint Ventures (determined for each such Guarantor as of the time immediately
prior to the transaction pursuant to which it became a Permitted Joint Venture),
does not exceed $100 million, (D) if such Permitted Minority Investment is in
excess of $5 million, the Permitted Minority Investment is approved by a
majority of the Disinterested Directors of the Company and (E) if such Permitted
Minority Investment is in excess of $25 million, the Company has received an
opinion from a nationally recognized investment banking firm that the Permitted
Minority Investment is fair to the Company, from a financial point of view; (h)
Investments constituting non-Cash proceeds of Asset Sales; (i) Investments by
foreign subsidiaries of the Company in Cash and instruments or securities of the
highest grade investment available in local currencies or in certificates of
deposit (or comparable instruments) with banks with which such Subsidiary
regularly transacts business; (j) Investments in foreign Unrestricted
Subsidiaries not to exceed at any one time the equivalent in foreign currencies
of $25 million in U.S. Dollars in the aggregate; and (k) additional Investments
not to exceed $10 million outstanding at any one time.

"Permitted Joint Venture" means a Subsidiary of the Company (i) which is not
a Wholly-owned Subsidiary of the Company, (ii) which is in a healthcare or a
healthcare related business and (iii) in which the Company or any Restricted
Subsidiary (A) has at least a majority of the Equity Interests and (B) is
entitled to elect or appoint the directors, managers or trustees thereof, as
applicable.

"Permitted Minority Investment" means any Investment in any Person (i) which
is in the healthcare or healthcare related business and (ii) in which the
Company and its Restricted Subsidiaries (A) have less than a majority of the
Equity Interests or (B) are not entitled to elect or appoint the directors,
managers or trustees thereof, as applicable.

"Person" means any individual, corporation, partnership, joint venture,
incorporated or unincorporated association, joint-stock company, limited
liability company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

"Redeemable Stock" means any Equity Interest which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable before the stated maturity of the Notes), or upon the happening of
any event, matures or is mandatorily redeemable, in whole or in part, prior to
the stated maturity of the Notes.

"Restricted Subsidiary" means each of the Subsidiaries of the Company that
has not been designated an Unrestricted Subsidiary.

"Rights Plan" means the Company's Share Purchase Rights Plan, dated July 21,
1992, as amended, restated, supplemented or otherwise modified from time.

"Senior Indebtedness" means the principal of and premium, if any, and
interest on (such interest on Senior Indebtedness, wherever referred to in the
Indenture, is deemed to include interest accruing after the filing of a petition
initiating any proceeding pursuant to any bankruptcy law in accordance with and
at the rate (including any rate applicable upon any default or event of default,
to the extent lawful) specified in any document evidencing the Senior
Indebtedness, whether or not the claim for such interest is allowed as a

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claim after such filing in any proceeding under such bankruptcy law) and other
amounts (including, but not limited to, fees, expenses, reimbursement
obligations in respect of letters of credit and indemnities) due or payable from
time to time on or in connection with any Indebtedness of the Company or any of
its Restricted Subsidiaries incurred pursuant to the first paragraph of the
"Limitations on Additional Indebtedness" covenant described above or permitted
under clauses (i), (ii), (iv), (vi), (vii), (viii), (x) and (xiii) of the second
paragraph of the "-- LIMITATIONS ON ADDITIONAL INDEBTEDNESS" described above, in
each case whether outstanding on the Closing Date or thereafter created,
incurred or assumed, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to the Notes. Notwithstanding anything to the contrary in the
foregoing, Senior Indebtedness shall not include (a) any Indebtedness of the
Company to any of its Subsidiaries or other Affiliates, (b) any Indebtedness
incurred after the Closing Date that is contractually subordinated in right of
payment to any Senior Indebtedness, and (c) amounts owed (except to banks and
other financial institutions) for goods, materials or services purchased in the
ordinary course of business or for compensation to employees.

"Significant Subsidiary" means any Subsidiary of the Company which has total
assets in excess of $1 million or which holds the capital stock of a Significant
Subsidiary.

"Specified Senior Indebtedness" means Senior Indebtedness under the New
Credit Agreement or any replacement or substitute facility or facilities thereof
and each single issue of other Senior Indebtedness having an outstanding
principal balance of $50 million or more.

"Subsidiary" means any corporation, association, limited or general
partnership, limited liability company, joint venture or other business entity
of which more than 50% of the total voting power of shares of Capital Stock or
other Equity Interests entitled (without regard to the occurrence of any
contingency) to vote generally in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more of the other Subsidiaries of that Person or a
combination thereof.

"Technologies and Management Information Unit" means the Subsidiary of the
Company formed or to be formed for the purpose of conducting management and
information systems businesses, which may include Strategic Advantage, Inc.

"Unrestricted Subsidiary" means (i) any of Group Practice Affiliates, Inc.
and its Subsidiaries, and the Technologies and Management Information Unit and
its Subsidiaries, (ii) the Insurance Subsidiaries, (iii) certain foreign
Subsidiaries of the Company, (iv) any Subsidiary of the Company or a Restricted
Subsidiary (a) that, at the time of determination, shall be designated by the
Board of Directors of the Company as an Unrestricted Subsidiary as provided
below and (b) all of the Indebtedness of which shall be non-recourse to the
Company and its Restricted Subsidiaries and (v) any Subsidiary of an
Unrestricted Subsidiary; provided that, notwithstanding clause (iv)(b) above,
the Company or any Subsidiary of the Company may guarantee, endorse, agree to
provide funds for the payment or maintenance of, or otherwise become directly or
indirectly liable with respect to, Indebtedness of an Unrestricted Subsidiary
but only to the extent that the Company or such Subsidiary could make an
Investment in such Unrestricted Subsidiary pursuant to the "Limitation on
Restricted Payments" covenant and any such guarantee, endorsement or agreement
shall be deemed an incurrence of Indebtedness by the Company or such Subsidiary
for purposes of the "Limitation on Additional Indebtedness" covenant. The Board
of Directors may designate any newly-acquired or newly-formed Subsidiary to be
an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of any
Restricted Subsidiary. Any such designation by the Board of Directors of the
Company shall be evidenced by filing with the Trustee a certified copy of the
resolution of the Board of Directors of the Company giving effect to such
designation and an officers' certificate certifying that such designation
complied with the foregoing conditions.

"Wholly-owned Subsidiary" of any Person means any Subsidiary of such Person
to the extent 95% or more of the entire voting share capital of such Subsidiary
is owned by such Person (either directly or indirectly through Wholly-owned
Subsidiaries).

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SUMMARY OF NEW CREDIT AGREEMENT

Concurrently with the sale of the Old Notes, the Company amended and
restated its existing credit agreement by entering into a second amended and
restated credit agreement dated as of May 2, 1994, with the banks and other
financial institutions named therein, BTCo as agent and First Union National
Bank of North Carolina ("First Union") as co-agent (the "New Company Credit
Agreement"), and certain subsidiaries of the Company ("Subsidiary Borrowers")
amended and restated their existing credit agreement by entering into a second
amended and restated subsidiary credit agreement, dated as of May 2, 1994, with
the banks and other financial institutions named therein, BTCo as agent and
First Union as co-agent (the "New Subsidiary Credit Agreement"). BTCo, the agent
under the Company and the Subsidiary Borrowers' existing credit agreements, will
continue to serve as agent (the "Agent") under the New Company Credit Agreement
and the New Subsidiary Credit Agreement. The following is a summary of the
material terms of the New Company Credit Agreement and the New Subsidiary Credit
Agreement. This summary is not a complete description of the New Company Credit
Agreement and the New Subsidiary Credit Agreement and is qualified in its
entirety by reference to the terms of the New Company Credit Agreement and the
New Subsidiary Credit Agreement, copies of which have been filed as exhibits to
the Registration Statement of which this Prospectus is a part.

THE FACILITY

The New Company Credit Agreement provides for a five-year reducing,
revolving credit facility in favor of the Company in an aggregate committed
amount of up to $300 million (the "Revolving Credit Commitment"). The Revolving
Credit Commitment also will be available to the Subsidiary Borrowers under the
New Subsidiary Credit Agreement. Extensions of credit under the Revolving Credit
Commitment will be subject to certain customary conditions precedent and may
take the form of revolving loans or letters of credit (up to an aggregate amount
for letters of credit of $275 million) and shall be used (i) to refinance
certain mortgage indebtedness of certain subsidiaries of the Company in the
principal amount of approximately $14.7 million and the loans to certain
subsidiaries of the Company outstanding under the existing credit agreements in
the principal amount of approximately $46.8 million, which refinancing occurred
on May 2, 1994, (ii) for continued credit enhancement of certain currently
outstanding variable rate demand notes issued by or for the benefit of certain
Subsidiary Borrowers, (iii) to pay the fees, costs and expenses incurred by the
Company in connection with the Acquisition, the sale of the Notes and the
entering into of the New Credit Agreement, and (iv) for working capital and
other general corporate purposes, including to finance in part the Acquisition
and to finance other permitted acquisitions and investments. At June 30, 1994,
approximately $72.6 million in loans and $73.0 million of letters of credit were
outstanding under the Revolving Credit Commitment. The Company expects to borrow
additional amounts under the Revolving Credit Commitment in connection with the
Acquisition of the remaining Target Hospitals covered by the First Facilities
Agreement and the Target Hospitals covered by the Subsequent Facilities
Agreement.

COMMITMENT REDUCTIONS AND REPAYMENTS

The Revolving Credit Commitment will automatically be reduced by the amounts
and on the dates indicated below:

<TABLE>
<CAPTION>
AMOUNT DATE
- -------------- -----------------
<S> <C>
$ 25,000,000 March 31, 1996
50,000,000 March 31, 1997
50,000,000 March 31, 1998
175,000,000 March 31, 1999
</TABLE>

In addition to the scheduled reductions above and certain other mandatory
reductions, the Revolving Credit Commitment shall be reduced (i) by an amount
equal to 70% (or if a default or an event of default exists, 100%) of the net
proceeds of certain asset sales, (ii) by an amount equal to 25% (or if a default
or an event of default exists, 100%) of the net proceeds of certain issuances or
sales of the Company's capital stock or other equity interests, except that no
such reduction shall be required if the Company meets specified financial ratios
and no default or event of default has occurred and is continuing, and (iii) by
an amount equal to the principal amount of permitted subordinated indebtedness
(including, without limitation, the Notes) subject to a required repurchase or
repurchase offer by the Company as a result of any asset sale. All

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such reductions described in the foregoing clauses (i) through (iii) shall be
applied first on a PRO RATA basis to all scheduled reductions of the Revolving
Credit Commitment other than the last scheduled reduction of the Revolving
Credit Commitment, and thereafter to the last scheduled reduction.

INTEREST

The loans outstanding under the Revolving Credit Commitment bear interest at
a rate per annum equal to (a) the sum of the Base Lending Rate plus 3/4%, or (b)
at the option of the Company, the sum of the maximum reserve-adjusted one, two,
three or six-month LIBOR plus 1 3/4%. The Base Lending Rate is the higher of (x)
the rate announced from time to time as BTCo's prime lending rate, (y) the
Federal Reserve's reported weekly average dealer offering rate for three-month
certificates of deposit, adjusted for maximum reserves, plus 1/2 of 1%, and (z)
the Federal Funds Rate plus 1/2 of 1%. At June 15, 1994, the interest rate per
annum for amounts outstanding pursuant to the Revolving Credit Commitment was
6.125%.

The applicable interest rates for loans bearing interest on the basis of the
Base Lending Rate or LIBOR will be reduced by 1/4 of 1% per annum if at any time
the Company meets a specified financial ratio and the Company's permitted
subordinated indebtedness is given certain specified ratings by Standard &
Poor's Corporation and Moody's Investors Services, Inc. and will be reduced by
an additional 1/4 of 1% per annum if at any time the Company meets a certain
more restrictive financial ratio and the Company's permitted subordinated
indebtedness is given certain specified higher ratings by Standard & Poor's
Corporation and Moody's Investors Services, Inc.

Overdue principal and, to the extent permitted by law, overdue interest
shall bear interest at a rate per annum equal to the greater of (i) the sum of
the Base Lending Rate plus 2.75% per annum, and (ii) the sum of the interest
rate otherwise applicable to such overdue amount plus 2.00% per annum.

COMMISSIONS, FEES AND EXPENSES

The Company and the Subsidiary Borrowers will pay, on a monthly basis in
arrears, a commitment commission equal to 1/2 of 1% per annum of the daily
average unutilized Revolving Credit Commitment. The commitment commission will
be reduced to 3/8 of 1% per annum if at any time the Company meets a specified
financial ratio and the Company's permitted subordinated indebtedness is given
specified ratings by Standard & Poor's Corporation and Moody's Investors
Services, Inc.

The Company and the Subsidiary Borrowers will pay, on a monthly basis in
arrears, a letter of credit commission equal to 1.75% per annum of the daily
average amount available to be drawn under letters of credit under the New
Company Credit Agreement or the New Subsidiary Credit Agreement. Letter of
credit commissions will be reduced at all times and to the extent that the
interest rate for Base Rate Loans provided above is reduced. The Company will
also pay customary fees to issuing banks in connection with the issuance of
letters of credit.

The Agent will receive an annual fee, payable in advance in an amount
previously agreed upon, as compensation for its services as Agent. The Company
has reimbursed the Agent for all reasonable out-of-pocket expenses and costs in
connection with the arrangement and commitment of the Revolving Credit
Commitment, the preparation, execution and delivery of documentation evidencing
the Revolving Credit Commitment, and will reimburse the Agent for such expenses
and costs in connection with the preparation, execution and delivery of
documentation relating to waivers, consents and amendments thereof, including
the reasonable attorneys' fees and expenses of the Agent's counsel. In addition
to the foregoing, the Company paid to BTCo for its account certain fees for the
arrangement and committment of the Revolving Credit Commitment.

GUARANTEES

The New Company Credit Agreement and the New Subsidiary Credit Agreement are
guaranteed by substantially all of the Company's existing subsidiaries and will
also be guaranteed by each future 95% or more owned restricted subsidiary (other
than certain foreign subsidiaries) of the Company having assets in excess of
$500,000 or owning capital stock of such a subsidiary (collectively, the
"Subsidiary Guarantors"). The Company shall continue to guarantee the
obligations of the Subsidiary Borrowers under the New Subsidiary Credit
Agreement.

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SECURITY

The Company's and the Subsidiary Borrowers' obligations under the New Credit
Agreement, and the Company's and the Subsidiary Guarantors' guarantees of such
obligations, are secured by substantially the same collateral securing the
existing credit agreements, which includes substantially all of the real and
personal property of the Company and its domestic subsidiaries, including
pledges of all or a portion of the capital stock of substantially all of the
Company's operating subsidiaries. Future Subsidiary Guarantors will be required
to secure their respective guarantees of the New Company Credit Agreement and
the New Subsidiary Credit Agreement with their respective personal property
(other than the personal property of unrestricted subsidiaries and certain
foreign subsidiaries) but, subject to certain exceptions, shall not be required
to grant liens on any of their respective real property.

AFFIRMATIVE, NEGATIVE AND FINANCIAL COVENANTS

LIMITATIONS ON ADDITIONAL INDEBTEDNESS. The New Credit Agreement prohibits
incurrence of additional indebtedness by the Company and its "restricted
subsidiaries" (as defined in the New Credit Agreement) subject to the following
exceptions: (a) subject to the satisfaction of certain financial incurrence
tests, (i) the Company may incur up to an additional $125 million of
subordinated indebtedness and (ii) the Company and its wholly-owned restricted
subsidiaries may incur up to $75 million additional unsubordinated indebtedness
outstanding at any time, provided that no more than $25 million may be incurred
by wholly-owned restricted subsidiaries; (b) foreign restricted subsidiaries may
incur up to $50 million of indebtedness outstanding at any time in connection
with letters of credit or bonds obtained in connection with contracts for
foreign projects ("Foreign Contracts Credit Support"); (c) the Company and its
subsidiaries may incur certain intercompany indebtedness; (d) the Company and
its subsidiaries may incur certain types of indebtedness in the ordinary course
of business; and (e) restricted subsidiaries that are less than 95% owned may
(i) incur indebtedness as a result of the contribution by the Company's and its
subsidiaries' joint venture partners of assets securing such indebtedness and
(ii) incur up to $75 million of other indebtedness outstanding at any time for
all such joint ventures; provided that, the indebtedness described in this
clause (e) shall be, in general, without recourse (by law or contract) to the
Company and its other restricted subsidiaries.

LIMITATIONS ON ASSET SALES, ETC. The New Credit Agreement prohibits sales
and other dispositions of assets by the Company and its restricted subsidiaries,
provided, that, subject to the satisfaction of certain conditions, the Company
and its restricted subsidiaries may conduct sales and other disposition of
assets having a fair market value not exceeding $200,000, either individually or
in any series of related transactions, without restriction. The Company and its
restricted subsidiaries may also conduct sales of assets having a fair market
value in excess of $1 million provided that the asset is sold for an amount at
least equal to its fair
market value and that the consideration received from the sale consists of at
least 70% in cash and/or the assumption of certain types of indebtedness. After
the aggregate fair market value of assets over $200,000 sold exceeds $50
million, the sale of any asset with a fair market value greater than $5 million
(excluding permitted investments in subsidiaries or joint ventures) requires
consent of a specified percentage of the banks and other financial institutions
that are parties to the New Credit Agreement. The Company and its restricted
subsidiaries are also permitted to lease portions of hospitals and other
facilities, licensed beds and certain other assets to third parties.

RESTRICTIONS ON ADVANCES, INVESTMENTS AND LOANS, ETC. The New Credit
Agreement prohibits the Company and its restricted subsidiaries from making
advances and loans to, and equity investments (including capital contributions)
in any person and direct and indirect guaranties of the obligations of any other
person except that subject to certain terms and conditions: (a) the Company and
its domestic restricted subsidiaries may make loans and advances to foreign
restricted subsidiaries in an aggregate amount not to exceed
$50 million outstanding at any time to provide cash collateral for Foreign
Contracts Credit Support; (b) the Company and its restricted subsidiaries may
make certain other intercompany investments; (c) the Company and its restricted
subsidiaries may enter into certain transactions with its officers, employees,
and directors; (d) the Company and its restricted subsidiaries may invest in
certain cash equivalents and certain other investments made in the ordinary
course of business; (e) so long as no default or event of default under the New
Credit Agreement exists, and subject to the satisfaction of certain financial
incurrence tests, the Company and its wholly-owned restricted subsidiaries may
contribute hospitals and similar healthcare or tangible healthcare related
assets (together with working capital) to joint ventures in the healthcare
business

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provided that the aggregate fair market value or book value, whichever is
greater, of all such facilities contributed to joint ventures with respect to
which the Company and its wholly-owned subsidiaries do not have a majority of
the equity interests or are not entitled to elect or appoint the directors,
managers or trustees, as applicable, does not exceed $100 million; (f) so long
as no default or event of default under the New Credit Agreement exists and
subject to the satisfaction of certain financial incurrence tests, the Company
or its restricted subsidiaries may make, in the aggregate, up to $70 million of
investments in subsidiaries of the Company formed to pursue strategic
investments and joint ventures in clinical services and management information
services; provided that the permitted amount of such Investments may be
increased to the extent of the Company's "accumulated excess cash flow" (as
defined in New Credit Agreement) by an aggregate amount not to exceed a total of
$30 million; and (g) so long as no default or event of default under the New
Credit Agreement exists and subject to the satisfaction of certain financial
incurrence tests, the Company and its restricted subsidiaries may make up to $60
million of any other types of investments outstanding at any time; provided that
the permitted amount of such investments shall be increased by $10 million on
each of the first and second anniversaries of the execution and delivery of the
New Credit Agreement; provided, further, that any funds invested under this
clause (g) will reduce the permitted acquisition amounts (excluding amounts
attributable to the Acquisition) described under the caption "-- Acquisitions
and Construction, etc. of Hospitals."

ACQUISITIONS AND CONSTRUCTION, ETC. OF HOSPITALS. Subject to certain terms
and conditions, the New Credit Agreement permits the Company and its
wholly-owned restricted subsidiaries to complete the Acquisition. In addition,
subject to the satisfaction of certain financial incurrence tests and subject to
certain other terms and conditions, the Company and its restricted subsidiaries
shall be permitted to spend, in the
aggregate, for the purpose of directly or indirectly acquiring or constructing
hospitals or other healthcare or healthcare related assets (in addition to the
Target Hospitals), up to $75 million; provided that the permitted amount of such
expenditures may be increased by annual increments in an aggregate amount for
all such increments not to exceed a total increase of $100 million.

RESTRICTIONS ON CERTAIN CAPITAL EXPENDITURES. The aggregate amount of
capital expenditures (other than those described under the caption "--
Acquisitions and Construction, etc. of Hospitals") by the Company and its
restricted subsidiaries shall not exceed $35 million in any fiscal year of the
Company; provided that (a) to the extent the aggregate amount of such capital
expenditures is less than $35 million in any fiscal year, up to $10 million of
the unused amount may be carried forward to the Company's next fiscal year, and
(b) the amount the Company would otherwise be permitted to make in any fiscal
year may be increased to the extent the Company has sufficient "accumulated
excess cash flow" (as defined in the New Credit Agreement) to an aggregate
amount not to exceed $50 million in such fiscal year.

OTHER. The New Company Credit Agreement and the New Subsidiary Credit
Agreement also contain affirmative covenants usual for facilities of this type
and other negative covenants restricting the Company and its restricted
subsidiaries from, among other things, (i) creating certain liens, (ii) entering
into certain mergers, consolidations, joint ventures, partnerships, leases and
sale-and-leaseback transactions, (iii) paying certain dividends and effecting
certain other transactions involving the capital stock of the Company and its
restricted subsidiaries, (iv) entering into certain transactions with
affiliates, (v) incurring restrictions affecting dividends and other payments
from subsidiaries, (vi) issuing subsidiary stock, and (vii) making voluntary
prepayments or redemptions of subordinated indebtedness. In addition, the New
Company Credit Agreement requires the Company to comply with certain financial
covenants that will be tested on a quarterly basis.

EVENTS OF DEFAULT

The New Company Credit Agreement and the New Subsidiary Credit Agreement
contain default provisions usual for facilities of this type, and also include
an event of default for any change in control of the Company, as defined in
substantially the same manner as the definition of Change of Control contained
herein. See "Description of the New Notes."

91
<PAGE>

FEDERAL INCOME TAX CONSEQUENCES
OF THE EXCHANGE OFFER

The following is a description of the material federal income tax
consequences of the Exchange Offer to the holders of the Old Notes and the
Company. The Company's counsel has issued an opinion to the Company, which
opinion was filed as an exhibit to the Registration Statement of which this
Prospectus is a part, stating that, in the opinion of such counsel, the material
federal income tax consequences of the Exchange Offer to the holders of the Old
Notes and to the Company are fairly and accurately set forth below.

The exchange of Old Notes for New Notes pursuant to the Exchange Offer
should not constitute a material modification of the Old Notes and, accordingly,
such exchange should not constitute an exchange for federal income tax purposes.
Accordingly, such exchange should have no federal income tax consequences to
holders of Old Notes, either to those who exchange their Old Notes for New Notes
or those who do not so exchange their Old Notes, and each holder of Old Notes
would continue to be required to include interest on the Old Notes in its gross
income in accordance with its method of accounting for federal income tax
purposes.

If the exchange of Old Notes for New Notes constitutes an exchange for
federal income tax purposes, and both the Old Notes and the New Notes constitute
"securities" for federal income tax purposes (which determination generally is
made by reference to the initial term of the debt instrument, with debt
instruments with initial terms of ten years or more being generally treated as
securities and debt instruments with initial terms of less than five years being
generally treated as not securities), a holder of Old Notes would recognize no
gain or loss on the consummation of the Exchange Offer. If, in such event, the
Old Notes or the New Notes did not constitute securities, (i) a holder would
recognize gain or loss for federal income tax purposes in an amount equal to the
difference between (a) the "issue price" of the New Notes and (b) the holder's
adjusted tax basis in the Old Notes exchanged therefor, and (ii) (a) gain, if
any, recognized by a holder on the exchange generally would be capital gain (if
the Old Notes were held by such holder as capital assets), and would be
short-term capital gain if the holder's holding period in the Old Notes was not
more than one year, (b) a holder's initial tax basis in the New Notes would be
their "issue price" determined on the date of the exchange, and (c) a holder's
holding period for the New Notes would begin on the day after the date of the
exchange. In each case, depending on the issue price of the New Notes, which
would be determined on the date of exchange, a holder might be required to
include original issue discount in gross income for federal income tax purposes
in advance of the receipt of cash in respect thereof.

LEGAL MATTERS

The legality of the New Notes offered hereby will be passed upon for Charter
by King & Spalding, 191 Peachtree Street, Atlanta, Georgia 30303-1763.

EXPERTS

The audited consolidated financial statements and schedules of Charter
included in this Prospectus and elsewhere in this Registration Statement have
been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

The combined financial statements of the Selected Psychiatric Hospitals of
National Medical Enterprises, Inc. as of May 31, 1993, and for each of the years
in the two-year period ended May 31, 1993 included herein and in the
Registration Statement have been so included in reliance upon the report of KPMG
Peat Marwick, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in auditing and
accounting.

AVAILABLE INFORMATION

Charter has filed with the Commission a Registration Statement on Form S-4
under the Securities Act for the Registration of the New Notes offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,

92
<PAGE>
certain items of which are contained in exhibits and schedules to the
Registration Statement as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the New
Notes offered hereby, reference is made to the Registration Statement, including
the exhibits thereto, and financial statements and notes filed as a part
thereof. Statements made in this Prospectus concerning the contents of any
document referred to herein are not necessarily complete. With respect to each
such document filed with the Commission as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference.

Charter is subject to the informational requirements of the Exchange Act,
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Copies of such material can be obtained from
the Public Reference Section of the Commission, at Room 1024, Judiciary Plaza,
450 Fifth Street, NW, Washington, D.C. 20549 at prescribed rates. In addition,
such reports, proxy statements and other information can be inspected and copied
at public reference facilities referred to above and at Regional Offices of the
Commission located at Room 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York
10048. Charter's Common Stock is listed for trading on the American Stock
Exchange and reports, proxy statements and other information concerning Charter
may be inspected at the office of the American Stock Exchange, 86 Trinity Place,
New York, New York. If, at any time, Charter is not subject to the information
requirements of the Exchange Act, Charter has agreed to furnish to holders of
the New Notes financial statements, including notes thereto and with respect to
annual reports, an auditor's report by an accounting firm of established
national reputation and a "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and any other information that would be
required by Form 10-K, Form 10-Q and Form 8-K.

93
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
CHARTER MEDICAL CORPORATION
Audited Consolidated Financial Statements
Report of independent public accountants............................................................... F-2
Consolidated balance sheets as of September 30, 1992 and 1993.......................................... F-3
Consolidated statements of operations for the year ended September 30, 1991, the ten months ended July
31, 1992, the two months ended September 30, 1992 and the year ended September 30, 1993............... F-4
Consolidated statements of changes in stockholders' equity (deficit) for the year ended September 30,
1991, the ten months ended July 31, 1992, the two months ended September 30, 1992 and the year ended
September 30, 1993.................................................................................... F-5
Consolidated statements of cash flows for the year ended September 30, 1991, the ten months ended July
31, 1992, the two months ended September 30, 1992 and the year ended September 30, 1993............... F-6
Notes to consolidated financial statements............................................................. F-7
Unaudited Condensed Consolidated Financial Statements
Condensed consolidated balance sheets as of September 30, 1993 and March 31, 1994...................... F-33
Condensed consolidated statements of operations for the quarters and six months ended March 31, 1993
and 1994.............................................................................................. F-34
Condensed consolidated statements of changes in stockholders' equity (deficit) for the quarter and six
months ended March 31, 1994........................................................................... F-35
Condensed consolidated statements of cash flows for the six months ended March 31, 1993 and 1994....... F-36
Notes to condensed consolidated financial statements................................................... F-37
THE TARGET HOSPITALS
Audited Combined Financial Statements as of and for the two years ended May 31, 1993
Report of independent public accountants............................................................... F-45
Combined balance sheet as of May 31, 1993.............................................................. F-46
Combined statements of operations for the years ended May 31, 1992 and 1993............................ F-47
Combined statements of cash flows for the years ended May 31, 1992 and 1993............................ F-48
Combined statements of owners' equity for the years ended May 31, 1992 and 1993........................ F-49
Notes to combined financial statements................................................................. F-50
Unaudited Combined Condensed Financial Statements
Unaudited combined condensed balance sheet as of February 28, 1994..................................... F-56
Unaudited combined condensed statements of operations for the nine months ended February 28, 1993 and
1994.................................................................................................. F-57
Unaudited combined condensed statements of cash flows for the nine months ended February 28, 1993 and
1994.................................................................................................. F-58
Note to unaudited combined condensed financial statements.............................................. F-59
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Charter Medical Corporation:

We have audited the accompanying consolidated balance sheets of Charter
Medical Corporation (a Delaware Corporation) and subsidiaries as of September
30, 1992 and 1993, and the related consolidated statements of operations,
changes in stockholders' equity (deficit), and cash flows for the year ended
September 30, 1991, the ten months ended July 31, 1992, the two months ended
September 30, 1992 and the year ended September 30, 1993. These financial
statements and the schedules referred to below are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Charter Medical Corporation
and subsidiaries as of September 30, 1992 and 1993, and the results of their
operations and their cash flows for the year ended September 30, 1991, the ten
months ended July 31, 1992, the two months ended September 30, 1992 and the year
ended September 30, 1993, in conformity with generally accepted accounting
principles.

As discussed in Notes 1 and 2, the Company's reorganization plan was
confirmed by the U.S. Bankruptcy Court on July 8, 1992 and became effective on
July 21, 1992 (effective on July 31, 1992 for financial reporting purposes). In
accordance with Statement of Position No. 90-7 of the American Institute of
Certified Public Accountants, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code," the Company was required to account for the
reorganization using fresh start reporting. Accordingly, all consolidated
financial statements prior to July 31, 1992 are not comparable to the
consolidated financial statements for periods after the implementation of fresh
start reporting.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the index to the
exhibits and financial statement schedules are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. These schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as whole.

ARTHUR ANDERSEN & CO.

Atlanta, Georgia
November 15, 1993
(except with respect to the matters
discussed in Notes 14 and 15, as
to which the date is June 30, 1994)

F-2
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1992 1993
------------- -------------
<S> <C> <C>
Current Assets
Cash, including cash equivalents of $104,710 in 1992 and $60,242 in 1993, at cost
which approximates market........................................................... $ 140,803 $ 86,002
Accounts receivable, less allowance for doubtful accounts of $30,272 in 1992 and
$28,843 in 1993..................................................................... 127,698 119,638
Supplies............................................................................. 5,784 5,051
Other current assets................................................................. 16,457 21,224
------------- -------------
Total Current Assets............................................................... 290,742 231,915
Assets Restricted for Settlement of Unpaid Claims...................................... 67,456 81,608
Property and Equipment
Land................................................................................. 101,892 95,886
Buildings and improvements........................................................... 324,921 310,649
Equipment............................................................................ 62,940 67,421
------------- -------------
489,753 473,956
Accumulated depreciation............................................................. (4,313) (30,098)
------------- -------------
485,440 443,858
Construction in progress............................................................. 1,322 928
------------- -------------
486,762 444,786
Other Long-Term Assets................................................................. 12,891 22,676
Reorganization Value in Excess of Amounts Allocable to Identifiable Assets............. 121,709 57,201
Net Assets of Discontinued Operations.................................................. 319,638 --
------------- -------------
$ 1,299,198 $ 838,186
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable..................................................................... $ 50,735 $ 52,264
Accrued salaries and wages........................................................... 32,120 28,298
Other accrued liabilities............................................................ 127,004 109,600
Current income taxes payable......................................................... 12,329 11,479
Current maturities of long-term debt and capital lease obligations................... 73,956 70,957
------------- -------------
Total Current Liabilities.......................................................... 296,144 272,598
Long-Term Debt and Capital Lease Obligations........................................... 844,839 350,205
Deferred Income Tax Liabilities........................................................ 20,569 38,789
Reserve for Unpaid Claims.............................................................. 98,346 99,675
Deferred Credits and Other Long-Term Liabilities....................................... 28,876 19,621
Stockholders' Equity (Deficit)
Preferred Stock, without par value
Authorized -- 10,000,000 shares
Issued and outstanding -- none..................................................... -- --
Common Stock, par value $0.25 per share
Authorized -- 80,000,000 shares
Issued and outstanding -- 24,827,656 shares in 1992
and 25,001,042 shares in 1993..................................................... 6,207 6,250
Other Stockholders' Equity (Deficit)
Additional paid-in capital......................................................... 198,623 237,581
Accumulated deficit................................................................ (7,196) (59,423)
Unearned compensation under ESOP................................................... (187,128) (122,724)
Warrants outstanding............................................................... 283 274
Cumulative foreign currency adjustments............................................ (365) (4,660)
------------- -------------
10,424 57,298
Commitments and Contingencies
------------- -------------
$ 1,299,198 $ 838,186
------------- -------------
------------- -------------
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.

F-3
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
SEPTEMBER 30, JULY 31, SEPTEMBER 30, SEPTEMBER 30,
1991 1992 1992 1993
------------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenue................................................. $ 868,264 $ 777,855 $ 142,850 $ 897,907
------------- ---------- ------------- -------------
Costs and expenses
Operating and administrative expenses..................... 656,828 563,600 107,608 640,847
Bad debt expenses......................................... 51,617 50,403 14,804 67,300
Depreciation and amortization............................. 48,659 35,126 3,631 26,382
Amortization of reorganization value in excess of amounts
allocable to identifiable assets......................... -- -- 7,167 42,678
Interest, net............................................. 232,218 169,244 12,690 74,156
ESOP expense (credit)..................................... (3,962) 33,714 4,811 45,874
Deferred compensation expense............................. 5,061 3,190 -- --
Stock option expense (credit)............................. -- -- (789) 38,416
Provision for restructuring of operations................. 45,000 -- -- --
------------- ---------- ------------- -------------
1,035,421 855,277 149,922 935,653
------------- ---------- ------------- -------------
Loss from continuing operations before income taxes,
reorganization items and extraordinary item................ (167,157) (77,422) (7,072) (37,746)
Provision for income taxes.................................. -- 4,259 1,054 1,874
------------- ---------- ------------- -------------
Loss from continuing operations before reorganization items
and extraordinary item..................................... (167,157) (81,681) (8,126) (39,620)
Discontinued operations:
Income (Loss) from discontinued
operations (1)........................................... 37,115 24,211 930 (14,703)
Gain on disposal of discontinued operations (net of income
tax provision of $42,838)................................ -- -- -- 10,657
------------- ---------- ------------- -------------
Loss before reorganization items and extraordinary item..... (130,042) (57,470) (7,196) (43,666)
Reorganization items:
Professional fees and other expenses...................... -- (8,156) -- --
Adjust accounts to fair value............................. -- 83,004 -- --
Extraordinary item -- gain (loss) on early extinguishment or
discharge of debt (net of income tax benefit of $5,298 in
1993)...................................................... -- 730,589 -- (8,561)
------------- ---------- ------------- -------------
Net income (loss)........................................... $ (130,042) $ 747,967 $ (7,196) $ (52,227)
------------- ---------- ------------- -------------
------------- ---------- ------------- -------------
Average number of common shares outstanding (2)............. -- -- 24,828 24,875
------------- -------------
------------- -------------
Earnings (Loss) per common share (2):
Loss from continuing operations before extraordinary
item..................................................... -- -- $ (.33) $ (1.59)
Income (Loss) from discontinued operations and gain on
disposal of discontinued operations...................... -- -- .04 (.16)
------------- -------------
Loss before extraordinary item............................ -- -- (.29) (1.75)
Extraordinary loss on early extinguishment of debt........ -- -- -- (.35)
------------- -------------
Net loss.................................................. -- -- $ (.29) $ (2.10)
------------- -------------
------------- -------------
<FN>
- --------------------------
(1) Net of income tax provisions of $79, $122 and $10,708 in the ten months
ended July 31, 1992, the two months ended September 30, 1992 and fiscal
1993, respectively.

(2) Shares and per share amounts for the periods ended September 30, 1991 and
July 31, 1992 have not been presented because they are not meaningful due
to the implementation of fresh start accounting and the substantial change
in the number of shares outstanding subsequent to the consummation of the
Plan.
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.

F-4
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)

<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
SEPTEMBER 30, JULY 31, SEPTEMBER 30, SEPTEMBER 30,
1991 1992 1992 1993
------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Common Stock:
Balance, beginning of period............................... $ -- $ -- $ 6,207 $ 6,207
Consummation of the Restructuring.......................... -- 6,207 -- --
Exercise of options and warrants........................... -- -- -- 43
------------- ----------- ------------- -------------
Balance, end of period..................................... -- 6,207 6,207 6,250
------------- ----------- ------------- -------------
Class B Common Stock:
Balance, beginning of period............................... 3,679 3,537 -- --
Consummation of the Restructuring.......................... -- (3,537) -- --
Other...................................................... (142) -- -- --
------------- ----------- ------------- -------------
Balance, end of period..................................... 3,537 -- -- --
------------- ----------- ------------- -------------
Additional Paid-in Capital:
Balance, beginning of period............................... 34,830 39,891 199,412 198,623
Deferred compensation and stock option expense (credit).... 5,061 3,190 (789) 38,416
Consummation of the Restructuring.......................... -- 364,888 -- --
Adjust accounts to fair value.............................. -- 3,993 -- --
Exercise of options and warrants........................... -- -- -- 542
Fresh start equity reclassifications....................... -- (212,550) -- --
------------- ----------- ------------- -------------
Balance, end of period..................................... 39,891 199,412 198,623 237,581
------------- ----------- ------------- -------------
Accumulated Deficit:
Balance, beginning of period............................... (843,883) (945,222) -- (7,196)
Net income (loss).......................................... (130,042) 747,967 (7,196) (52,227)
Fresh start equity reclassifications....................... -- 215,479 -- --
Cumulative redeemable preferred stock dividend
requirements.............................................. (24,853) (18,224) -- --
Reversal of warrant accretion.............................. 53,526 -- -- --
Other...................................................... 30 -- -- --
------------- ----------- ------------- -------------
Balance, end of period..................................... (945,222) -- (7,196) (59,423)
------------- ----------- ------------- -------------
Unearned Compensation under ESOP:
Balance, beginning of period............................... (238,760) (240,461) (193,990) (187,128)
ESOP expense (credit)...................................... (3,962) 33,714 4,811 45,874
ESOP expense of discontinued operations.................... 2,261 12,757 2,051 18,530
------------- ----------- ------------- -------------
Balance, end of period..................................... (240,461) (193,990) (187,128) (122,724)
------------- ----------- ------------- -------------
Warrants Outstanding:
Balance, beginning of period............................... 57,519 3,993 283 283
Exercise of warrants....................................... -- -- -- (9)
Consummation of the Restructuring.......................... -- 283 -- --
Adjust accounts to fair value.............................. -- (3,993) -- --
Reversal of warrant accretion.............................. (53,526) -- -- --
------------- ----------- ------------- -------------
Balance, end of period..................................... 3,993 283 283 274
------------- ----------- ------------- -------------
Cumulative Foreign Currency Adjustments:
Balance, beginning of period............................... 1,661 (17) -- (365)
Foreign currency translation gain (loss)................... (1,678) 3,088 (365) (4,295)
Fresh start equity reclassifications....................... -- (3,071) -- --
------------- ----------- ------------- -------------
Balance, end of period..................................... (17) -- (365) (4,660)
------------- ----------- ------------- -------------
Total Stockholders' Equity (Deficit)......................... $(1,138,279) $ 11,912 $ 10,424 $ 57,298
------------- ----------- ------------- -------------
------------- ----------- ------------- -------------
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.

F-5
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
SEPTEMBER 30, JULY 31, SEPTEMBER 30, SEPTEMBER 30,
1991 1992 1992 1993
------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Cash Flows From Operating Activities
Net income (loss).......................................... $ (130,042) $ 747,967 $ (7,196) $ (52,227)
------------- ----------- ------------- -------------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
(Income) Loss from discontinued operations............... (37,115) (24,211) (930) 14,703
Gain on sale of discontinued operations.................. -- -- -- (10,657)
Depreciation and amortization............................ 48,659 35,126 10,798 69,060
Non-cash portion of provision for restructuring of
operations.............................................. 12,828 -- -- --
ESOP expense (credit).................................... (3,962) 33,714 4,811 45,874
Deferred compensation and stock option expense
(credit)................................................ 5,061 3,190 (789) 38,416
Non-cash interest expense................................ 78,796 38,245 917 7,866
Cash flows from changes in assets and liabilities, net of
reorganization items and effects from sales of
businesses:
Accounts receivable, net............................... 27,388 (133) 10,960 7,909
Other current assets................................... 643 (7,492) (685) (2,541)
Other long-term assets................................. 1,178 (8,761) 471 (5,239)
Accounts payable and other accrued liabilities......... 105,762 76,354 25,401 (30,443)
Income taxes payable................................... (4,858) 1,585 942 1,482
Reserve for unpaid claims.............................. 11,418 7,348 (1,479) 4,119
Reorganization items:
Professional fees and other expenses................... -- (20,208) (6,161) --
Adjust accounts to fair value.......................... -- (83,004) -- --
Extraordinary (gain) loss on early extinguishment or
discharge of debt....................................... -- (730,589) -- 8,561
Other.................................................... 6,076 7,810 1,300 (6,925)
------------- ----------- ------------- -------------
Total adjustments...................................... 251,874 (671,026) 45,556 142,185
------------- ----------- ------------- -------------
Net cash provided by operating activities............ 121,832 76,941 38,360 89,958
------------- ----------- ------------- -------------
Cash Flows From Investing Activities
Capital expenditures....................................... (11,699) (8,868) (1,430) (11,101)
Increase in assets restricted for settlement of unpaid
claims.................................................... (5,866) (1,629) (16,438) (14,152)
Proceeds from sale of assets (including discontinued
operations)............................................... 36,566 3,008 -- 354,173
Cash flows from discontinued operations.................... 33,540 33,812 10,977 42,487
------------- ----------- ------------- -------------
Net cash provided by (used in) investing activities...... 52,541 26,323 (6,891) 371,407
------------- ----------- ------------- -------------
Cash Flows From Financing Activities
Payments on debt and capital lease obligations............. (68,835) (120,197) (42,931) (533,942)
Proceeds from issuance of debt............................. -- 1,462 -- 17,200
Proceeds from exercise of stock options and warrants....... -- -- -- 576
------------- ----------- ------------- -------------
Net cash used in financing activities.................... (68,835) (118,735) (42,931) (516,166)
------------- ----------- ------------- -------------
Net increase (decrease) in cash and cash equivalents......... 105,538 (15,471) (11,462) (54,801)
Cash and cash equivalents at beginning of period............. 62,198 167,736 152,265 140,803
------------- ----------- ------------- -------------
Cash and cash equivalents at end of period................... $ 167,736 $ 152,265 $ 140,803 $ 86,002
------------- ----------- ------------- -------------
------------- ----------- ------------- -------------
</TABLE>

The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.

F-6
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1993

1. STRUCTURE OF THE COMPANY

DISCONTINUED OPERATIONS

On September 30, 1993, the Company sold its general hospitals and the
related assets for a total sales price of approximately $338 million. The
Company retained the assets and liabilities relating to these subsidiaries for
professional liability claims incurred and cost report settlements for periods
prior to September 30, 1993. Summarized results of the operations of the general
hospitals were as follows (in thousands):

<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
SEPTEMBER 30, JULY 31, SEPTEMBER 30, SEPTEMBER 30,
1991 1992 1992 1993
------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenue....................................... $ 305,650 $ 275,595 $ 57,631 $ 346,835
Operating and administrative and bad debt
expenses......................................... 249,956 226,123 46,612 284,372
Depreciation and amortization..................... 12,947 11,334 2,422 15,123
Amortization of reorganization value in excess of
amounts allocable to identifiable assets......... -- -- 5,333 32,000
Interest, net..................................... 3,336 1,836 371 1,955
ESOP expense...................................... 2,261 12,757 2,051 18,533
Provision for income taxes........................ -- -- 95 10,267
------------- ----------- ------------- -------------
Net income (loss)................................. $ 37,150 $ 23,545 $ 747 $ (15,415)
------------- ----------- ------------- -------------
------------- ----------- ------------- -------------
</TABLE>

For the year ended September 30, 1993, the general hospitals were allocated
income taxes based on their relative contribution to the Company's consolidated
income tax liability before nondeductible amortization of reorganization value
in excess of amounts allocable to identifiable assets. No allocation was made
for periods prior to July 31, 1992, as the Company recorded no tax provision
related to operations.

On September 15, 1993, the Company sold its interest in Beech Street of
California, Inc. ("Beech Street") (see Note 12). Beech Street operates preferred
provider networks and provides utilization review services to third parties.
Immediately prior to the sale, the Company owned 71.1% of the voting stock and
19.8% of the equity ownership of Beech Street. The operations of Beech Street
were consolidated with the Company. Summarized results of Beech Street's
operations were as follows (in thousands):

<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS
YEAR ENDED ENDED JULY ENDED YEAR ENDED
SEPTEMBER 30, 31, SEPTEMBER 30, SEPTEMBER 30,
1991 1992 1992 1993
------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Net revenue............................................ $ 14,400 $ 16,671 $ 4,148 $ 25,596
Operating and administrative, bad debt and minority
interest expenses..................................... 13,623 15,819 3,921 24,334
Other expenses, including income taxes................. 812 186 44 550
------------- ----------- ------ -------------
Net income (loss)...................................... $ (35) $ 666 $ 183 $ 712
------------- ----------- ------ -------------
------------- ----------- ------ -------------
</TABLE>

The net assets, results of operations and the gains on the sales of the
general hospitals and Beech Street have been reported in the accompanying
financial statements as discontinued operations. Therefore, the financial
statements for all prior periods presented have been restated to segregate these
amounts from continuing operations.

F-7
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

1. STRUCTURE OF THE COMPANY (CONTINUED)
CONSUMMATION OF THE RESTRUCTURING

On June 2, 1992, the Company filed a voluntary petition under chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Court"). The prepackaged plan of reorganization (the
"Plan") effected a restructuring of the Company's debt and equity capitalization
(the "Restructuring"). No subsidiaries of the Company were included in the
filing. The Court confirmed the Company's Plan on July 8, 1992, and the Plan
became effective on July 21, 1992 (the "Effective Date"). The consummation of
the Plan resulted in, among other things, (i) a reduction of approximately $700
million in long-term debt, (ii) elimination of $233 million of preferred stock
and (iii) the issuance of approximately 24.8 million shares of Common Stock to
certain holders of debt securities, the preferred stockholders and common
stockholders. Under the Plan, holders of claims and interests that were impaired
received the following:

<TABLE>
<CAPTION>
FOR EACH $1,000 OF PRINCIPAL AMOUNT OR SHARE,
AS APPLICABLE, OF: THE HOLDER RECEIVED:
- ------------------------------------------------------ ------------------------------------------------------
<S> <C>
13% Senior Discount Notes, representing an accreted $984.72 principal amount of Senior Secured Notes
value of $984.72 at June 30, 1991
14% Senior Subordinated Debentures $430.98 principal amount of 7.5% Senior Subordinated
Debentures and 38.681 shares of Common Stock
14.25% Subordinated Debentures $235.00 principal amount of 7.5% Senior Subordinated
Debentures and 20.743 shares of Common Stock
15.85% Junior Subordinated Debentures 15.749 shares of Common Stock
Series A Preferred Stock .357 of a share of Common Stock and .165 of a 2002
Warrant
Series B Preferred Stock .882 of a share of Common Stock
Series C Preferred Stock .539 of a share of Common Stock
Series D Preferred Stock .011 of a share of Common Stock
Common Stock .050 of a share of Common Stock
</TABLE>

As a result of the consummation of the Plan, the financing under the $880
Million Credit Agreement between the Company and certain banks dated September
1, 1988, was replaced by new facilities under the Amended and Restated Credit
Agreement dated July 21, 1992, among the Company and certain banks (the "Credit
Agreement"). The Credit Agreement includes the Tranche A facility (the "Tranche
A Facility"), the Tranche B facility (the "Tranche B Facility") and a new
facility (the "Tranche C Facility") in the maximum principal amount of $75
million, subject to availability.

Upon consummation of the Plan, the Company recognized an extraordinary gain
on debt discharge of approximately $731 million which represented forgiveness of
debt, principal and interest, reduced by the estimated fair value of common
stock issued to certain debtholders of the Company. The Company's long-term debt
was stated at the present value of amounts to be paid, based on market interest
rates on July 31, 1992. This adjustment to present value resulted in an
aggregate carrying amount for the Company's long-term debt which was less than
the aggregate principal amount thereof, and will result in the amortization of
the difference into interest expense over the terms of the debt instruments or,
upon extinguishment of the debt prior to scheduled maturity, will result in a
loss on debt extinguishment.

F-8
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

2. FRESH START REPORTING

The Company has accounted for the Restructuring by using the principles of
fresh start accounting, as required by AICPA Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code"
due to the loss of control by the holders of the existing voting shares
immediately before consummation of the Plan and because the reorganization value
of approximately $1.3 billion is less than the total of liabilities before
consummation of the Plan. These owners received less than 8% of the voting
shares of the emerging entity. For accounting purposes, the Company assumed that
the Plan was consummated on July 31, 1992. Under the principles of fresh start
accounting, the Company's total assets were recorded at their assumed
reorganization value, with the reorganization value allocated to identifiable
tangible assets on the basis of their estimated fair value. Accordingly, the
Company's property and equipment was reduced and its intangible assets were
written off. In addition, the Company's accumulated deficit, common stock in
treasury and cumulative foreign currency adjustments were eliminated. The excess
of the reorganization value over the value of identifiable assets is reported as
"reorganization value in excess of amounts allocable to identifiable assets"
(the "Excess Reorganization Value").

The total reorganization value assigned to the Company's assets was
estimated by calculating projected cash flows before debt service requirements,
for a five-year period, plus an estimated terminal value of the Company
(calculated using a multiple of approximately six (6) on projected EBITDA (which
is net revenue less operating and administrative and bad debt expenses)), each
discounted back to its present value using a discount rate of 12% (representing
the estimated after-tax weighted cost of capital). This amount was approximately
$1.2 billion and was increased by (i) the estimated net realizable value of
assets to be sold of approximately $53 million and (ii) estimated cash in excess
of normal operating requirements of approximately $48.5 million. The above
calculations resulted in an estimated reorganization value of approximately $1.3
billion, of which the Excess Reorganization Value was $225 million, of which
$129 million related to continuing operations. The Excess Reorganization Value
is being amortized over three years. The Company believed three years was a
reasonable life for this intangible asset because of uncertainties about the
industry in 1992 as reflected in the Company's declining average inpatient
length of stay,declining inpatient days, increased outpatient visits, and the
fact that two competitors announced their intentions to close or sell certain
psychiatric hospitals. The results of operations for the ten months ended July
31, 1992, show a reorganization item to adjust accounts to fair value which
consists of:

<TABLE>
<S> <C>
Excess Reorganization Value................................................. $ 225,000
Deferred Compensation Expense in excess of cash settlement amounts.......... 45,158
Reduction of Property and Equipment......................................... (128,388)
Write-off of Goodwill....................................................... (45,538)
Write-off of Other Intangibles.............................................. (11,794)
Other Adjustments........................................................... (1,434)
-----------
$ 83,004
-----------
-----------
</TABLE>

As a result of the implementation of fresh start accounting, the financial
statements of the Company after consummation of the Plan are not comparable to
the Company's financial statements of prior periods.

F-9
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

2. FRESH START REPORTING (CONTINUED)

The effect of the Plan and the implementation of fresh start accounting on
the Company's consolidated balance sheet as of July 31, 1992 was as follows (in
thousands) (unaudited):

<TABLE>
<CAPTION>
PRE-FRESH ADJUSTMENTS
START TO RECORD FRESH START
BALANCE SHEET PLAN FAIR VALUE BALANCE SHEET
JULY 31, 1992 CONFIRMATION(A) ADJUSTMENTS(B) JULY 31, 1992
-------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
Cash............................................. $ 154,729 $ 154,729
Other current assets............................. 226,563 973 227,536
Property, plant and equipment:
Land........................................... 104,679 18,039 122,718
Buildings and improvements..................... 719,569 (311,618) 407,951
Equipment...................................... 280,522 (165,258) 115,264
Construction in progress....................... 11,686 (258) 11,428
Accumulated depreciation....................... (330,445) 330,445 --
Other long-term assets........................... 66,145 (792) 65,353
Other intangible assets.......................... 87,739 (30,781) (56,958) --
Reorganization value in excess of amounts
allocable to identifiable assets................ -- 225,000 225,000
-------------- -------------
$ 1,321,187 $ 1,329,979
-------------- -------------
-------------- -------------
Current liabilities, excluding current maturities
of long-term debt............................... $ 396,726 (186,545) 7,353 $ 217,534
Long-term debt, including current maturities..... 1,716,816 (753,621) 963,195
Reserve for unpaid claims........................ 100,215 100,215
Deferred income taxes............................ 29,506 29,506
Other long-term liabilities...................... 7,617 7,617
Redeemable preferred stock....................... 233,066 (233,066) --
Stockholders' Equity (Deficit)................... (1,162,759) 1,142,451 32,220 11,912
-------------- -------------
$ 1,321,187 $ 1,329,979
-------------- -------------
-------------- -------------
<FN>
- ------------------------

(a) To record the forgiveness of debt, the exchange of Preferred Stock and the
issuance of Common Stock pursuant to the Plan.

(b) To record the adjustments to state assets and liabilities at their
estimated fair value, including the establishment of reorganization value
in excess of amounts allocable to identifiable assets.
</TABLE>

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements of the Company include the accounts of
the Company and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation. Certain prior year amounts
have been reclassified to conform with the fiscal 1993 presentation.

For accounting purposes, the Company assumed that the Plan was consummated
on July 31, 1992. The consolidated financial statements as of and for the two
months ended September 30, 1992 and the year ended September 30, 1993 are
presented for the Company after the consummation of the Plan. As discussed
above, these statements were prepared under the principles of fresh start
accounting and are not comparable

F-10
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
to the statements of prior periods. Accordingly, a line has been used to
separate the financial statements of the Company after the consummation of the
Plan from those of the Company prior to the consummation of the Plan.

PROPERTY AND EQUIPMENT

As a result of the adoption of fresh start accounting, property and
equipment were adjusted to their estimated fair value as of July 31, 1992 and
historical accumulated depreciation was eliminated. Expenditures for renewals
and improvements are charged to the property accounts; however, replacements,
maintenance and repairs which do not improve or extend the life of the
respective assets are expensed currently. The Company removes the cost and
related accumulated depreciation from the accounts for property sold or retired,
and any resulting gain or loss is included in operations. Property and equipment
are written down to an estimated net realizable value when determined to be held
for sale. Amortization of capital lease assets is included in depreciation
expense. Depreciation is provided substantially on the straight-line method for
financial reporting purposes; however, certain subsidiaries use accelerated
methods for income tax purposes. Upon implementation of fresh start accounting,
the average of the remaining useful lives of buildings and improvements was
approximately 22 years. The general range of estimated useful lives is three to
ten years for equipment.

EXCESS REORGANIZATION VALUE

Excess Reorganization Value is being amortized on a straight-line basis over
three years. Amortization expense for the two months ended September 30, 1992
and the year ended September 30, 1993 was $7.2 million and $42.7 million,
respectively. The unamortized Excess Reorganization Value of $58.6 million
attributable to the general hospitals sold on September 30, 1993, reduced the
gain from the disposal of such hospitals. Excess Reorganization Value was
reduced by approximately $21 million during fiscal 1993 to reflect the
recognition of tax benefits related to pre-Plan tax loss carryforwards. (See
Note 8.)

FOREIGN CURRENCY

Changes in the cumulative translation of foreign currency assets and
liabilities are presented as a separate component of stockholders' equity
(deficit). Gains and losses resulting from foreign currency transactions, which
were not material, are included in operations as incurred.

NET REVENUE

Net revenue is based on established billing rates, less estimated allowances
for patients covered by Medicare and other contractual reimbursement programs
and discounts from established billing rates. Amounts received by the Company
for treatment of patients covered by Medicare and other contractual
reimbursement programs, which may be based on cost of services provided or
predetermined rates, are generally less than the established billing rates of
the Company's hospitals. Final determination of amounts earned under contractual
reimbursement programs is subject to review and audit by the appropriate
agencies. Management believes that adequate provision has been made for any
adjustments that may result from such reviews.

CHARITY CARE

The Company provides care without charge or at amounts less than its
established rates to patients who meet certain criteria under its charity care
policies. Because the Company does not pursue collection of amounts determined
to be charity care, they are not reported as revenue. For fiscal year 1991 and
the ten months ended July 31, 1992, the Company provided, at its established
billing rates, approximately $34.2 million and $30 million, respectively, of
such care. For the two months ended September 30, 1992 and the year ended
September 30, 1993, the Company provided, at its established billing rates,
approximately $5.8 million and $35.7 million, respectively, of such care.

F-11
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTEREST, NET

The Company records interest expense net of capitalized interest and
interest income. Interest income for fiscal year 1991, the ten months ended July
31, 1992, the two months ended September 30, 1992 and the year ended September
30, 1992 was approximately $8 million, $6.7 million, $.8 million, and $3.6
million, respectively.

CASH AND CASH EQUIVALENTS

Cash equivalents are short-term, highly liquid interest-bearing investments
with a maturity of three months or less when purchased, consisting primarily of
money market instruments.

ASSETS RESTRICTED FOR THE SETTLEMENT OF UNPAID CLAIMS

Assets restricted for the settlement of unpaid claims include marketable
securities which are carried at amortized cost, which approximates market value.
Transfer of such investments from the insurance subsidiaries to the Company or
any of its other subsidiaries is subject to approval under the Credit Agreement
and by certain regulatory authorities.

NET LOSS PER COMMON SHARE

Net loss per common share for the two months ended September 30, 1992 and
the year ended September 30, 1993 was computed based on the weighted average
number of shares of Common Stock outstanding during the period. Common stock
equivalents (primarily options outstanding under the 1992 Stock Option Plan)
were not dilutive and therefore were not included in the calculation.

Per share amounts for the periods ended September 30, 1991 and July 31, 1992
have not been presented because they are not meaningful due to the
implementation of fresh start accounting and the substantial change in the
number of shares outstanding subsequent to the consummation of the Plan.

INVESTMENTS

Effective with the fiscal year beginning October 1, 1994 the Company will be
required to adopt Statement of Financial Accounting Standards No. 115
"Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115").
Under SFAS 115, investments are to be classified into three categories: held to
maturity, available for sale, and trading. Unrealized holding gains or losses
shall be recorded for trading and available for sale securities. The Company
believes the adoption of SFAS 115 will not have a material effect on the
Company's financial statement or results of operations.

4. PROVISION FOR RESTRUCTURING OF OPERATIONS

In response to its financial difficulties in fiscal 1990, the Company
developed an operating plan, which included a divestiture plan for certain
hospitals that were not performing well. The financial difficulties the Company
was experiencing related to the Company's inability to make all its debt service
payments. During the fourth quarter of fiscal 1991, the Company recorded, in
addition to amounts recorded in fiscal 1990, a charge of $45 million to reflect
revised estimates of the net recoverable value of hospitals to be sold or closed
($3.4 million), closing costs and estimated net operating losses to the
estimated disposal date of certain facilities ($2.9 million), additional fees
for certain financial advisors ($20 million), ESOP litigation related to the
restructuring ($13.5 million) and legal and other costs for the Restructuring
($5.2 million). The additional fees were the result of the additional time
required to complete the Restructuring.

As of September 30, 1990, the original divestiture plan included 11
psychiatric hospitals and three general hospitals ("the Noncore Hospitals")
which the Company did not consider part of its core operations and therefore
planned to sell, lease or close. As of August 1, 1992, a psychiatric hospital
was added to the Noncore Hospitals and a general hospital was removed from the
group and no longer held for sale. As of October 1, 1993 a psychiatric hospital
was removed from the Noncore Hospitals.

F-12
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

4. PROVISION FOR RESTRUCTURING OF OPERATIONS (CONTINUED)
Of the two general hospitals remaining in the divestiture plan, one hospital
was included in the sale of the general hospitals discussed in Note 1, and the
other hospital along with its related medical office building, a leased
facility, was closed in fiscal 1992 and is held for sublease.

Of the 11 psychiatric hospitals in the revised divestiture plan, five have
been sold, two have been leased, one was a leased facility and the lease has
been terminated and three have been closed and are held for sale or sublease.
Additionally 2 psychiatric hospitals not included in the divestiture plan have
been sold and a psychiatric hospital has been closed and is held for sale which
was not originally in the divestiture plan.

<TABLE>
<CAPTION>
NUMBER OF
LOCATION PSYCHIATRIC BEDS DATE CLOSED DATE SOLD(1)
- ------------------------------------------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C>
SOLD
Aurora, CO(6).......................................... 80 November, 1990 July, 1993
Redlands, CA(6)........................................ 89 January, 1991 January, 1991
Tucson, AR(6).......................................... 60 April, 1991 April, 1991
Newport News, VA(6).................................... 60 March, 1992 March, 1992
Denver, CO(6).......................................... 60 July, 1992 October, 1993
Bakersfield, CA........................................ 60 March, 1993 March, 1993
Decatur, AL............................................ 104 July, 1993 July, 1993
LEASED
Ft. Collins, CO(6)..................................... 60 December, 1990 (2)
Santa Teresa, NM(6).................................... 72 June, 1991 (2)
CLOSED
Torrance, CA(6)........................................ 96 March, 1991 (3)
Fountain Valley, CA(6)................................. 120 May, 1992 (4)
Laredo, TX(6).......................................... 64 March, 1993 (5)
West Palm Beach, FL(6)................................. 60 September, 1993 (5)
Bradenton, FL.......................................... 60 September, 1993 (5)
<FN>
- ------------------------------
(1) Facilities sold for an aggregate sales price of $42.7 million.
(2) Facilities leased, with options to purchase by lessees.
(3) Leased facility, held for sublease.
(4) Leased facility, lease terminated.
(5) Held for sale or lease.
(6) A non-core facility.
</TABLE>

The Company also sold a substantially completed psychiatric hospital in
October 1992.

The consolidated balance sheet as of September 30, 1993, includes the
following amounts related to the five hospitals and related medical office
building, along with a number of parcels of unimproved real estate, held for
disposition:

<TABLE>
<S> <C>
Current assets..................................... $ 490
Property and equipment, net........................ 25,634
Other assets....................................... 12
Current liabilities................................ 6,964
</TABLE>

5. BENEFIT PLANS
The Company maintains an Employee Stock Ownership Plan (the "ESOP"), a
noncontributory retirement plan that enables eligible employees to participate
in the ownership of the Company. The ESOP borrowed approximately $455 million
from the Company to acquire its ownership interest. At September 30, 1993, the
ESOP owed the Company approximately $107.6 million.

F-13
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

5. BENEFIT PLANS (CONTINUED)
The Company has recorded unearned compensation to reflect the cost of Common
Stock purchased by the ESOP but not yet allocated to participants' accounts. In
the period that shares are allocated, or projected to be allocated, to
participants, ESOP expense is recorded and unearned compensation is reduced.
Interest expense on the remaining portion of the debt incurred to finance the
ESOP transaction amounted to $26,965,000 and $16,169,000 for fiscal 1991 and the
ten months ended July 31, 1992, respectively, and $2,472,000 and $10,380,000 for
the two months ended September 30, 1992 and fiscal 1993, respectively, and is
included in interest expense in the statements of operations.

The Internal Revenue Service has ruled that the ESOP qualifies under Section
401 of the Internal Revenue Code of 1986, as amended. Such determination allows
the Company to deduct its contributions to the ESOP for federal income tax
purposes.

In settlement of a class action lawsuit in April 1992, the Company agreed to
(i) reduce by $30 million certain of the amounts owed to the Company by the
ESOP; (ii) make payments totalling approximately $12 million for certain
participants of the ESOP with such payments made through contributions to the
401-K Plan (as defined below), or in the event of the termination of such
participants, directly to the participants and (iii) pay approximately $500,000
to certain former employees. The Company included, in the provision for
restructuring of operations recorded in fiscal 1991, accruals for this
settlement. (See Note 4)

During fiscal 1992, the Company reinstated its cash accumulation plan (the
"401-K Plan"), which had been discontinued as of January 1, 1988, upon the
adoption of the ESOP. Effective January 1, 1992, employee participants could
elect to voluntarily contribute up to 5% of their compensation to the 401-K
Plan. Upon consummation of the Restructuring, on July 21, 1992, the 401-K Plan
was amended and restated. Effective October 1, 1992, the Company began making
contributions to the 401-K Plan based on employee compensation and
contributions. The Company makes a discretionary contribution of 2% of each
employee's compensation and matches 50% of each employee's contribution up to 3%
of their compensation. During the year ended September 30, 1993, the Company
made contributions of $2,539,000 to the 401-K Plan.

F-14
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

6. LONG-TERM DEBT AND LEASES
Information with regard to the Company's long-term debt and capital lease
obligations at September 30, 1992 and 1993 follows (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1992 1993
------------- -------------
<S> <C> <C>
Financing under the Credit Agreement:
Tranche A Facility (6.5% at September 30, 1993) (net of discount of
$19,294 in 1992).................................................... $ 314,187 $ 93,871
Tranche B Facility (5.525% and 8.375% at September 30, 1993)
(including premium of $2,069 in 1992)............................... 138,811 67,619
Senior Secured Notes................................................... 217,061 --
7.5% Senior Subordinated Debentures due 2003 (net of discount of
$46,529 in 1992 and $43,997 in 1993).................................. 153,471 156,003
9.125% to 16% Mortgage and other collateralized notes payable through
1997.................................................................. 34,864 21,502
Variable rate secured notes due through 2013 (2.85% to 3.25% at
September 30, 1993)................................................... 49,185 64,175
7.5% Swiss Bonds due currently......................................... 6,443 6,443
3% to 11.5% Capital lease obligations due through 2014................. 7,688 11,965
------------- -------------
921,710 421,578
Less amounts due within one year..................................... 73,956 70,957
Less debt service funds.............................................. 2,915 416
------------- -------------
$ 844,839 $ 350,205
------------- -------------
------------- -------------
</TABLE>

The initial carrying values of the financing under the Credit Agreement (the
"Bank Financing") and the 7.5% Senior Subordinated Debentures due 2003 (the
"Debentures") were based on market interest rates as of July 31, 1992.

The aggregate scheduled maturities of long-term debt and capital lease
obligations during the five years subsequent to September 30, 1993, follow: 1994
- -- $70,957,000; 1995 -- $31,868,000; 1996 -- $15,138,000; 1997 -- $69,405,000;
and 1998 -- $1,638,000.

The consolidated statement of operations for the year ended September 30,
1993 includes an extraordinary after-tax loss of $8,561,000 on early
extinguishment of debt. This loss includes interest and fees incurred upon the
retirement of the Senior Secured Notes, certain debt under the Credit Agreement
and mortgages on the general hospitals and the write-off of the unamortized
discount or premium remaining on the Bank Financing as a result of the
prepayments made during 1993.

CREDIT AGREEMENT

The Bank Financing consists of the Tranche A Facility, the Tranche B
Facility and the Tranche C Facility.

TRANCHE A FACILITY

Loans outstanding under the Tranche A Facility bear interest, payable
monthly in arrears, at the following per annum rates: (i) from July 21, 1992 to
and including June 30, 1993, Bankers Trust Company's Prime Lending Rate (the
"Prime Rate", 6.0% at September 30, 1993); (ii) from July 1, 1993 to and
including June 30, 1995, the Prime Rate plus .5% per annum; (iii) from July 1,
1995 to and including June 30, 1996, the Prime Rate plus .75% per annum; and
(iv) from July 1, 1996 to September 30, 1997, the date of maturity, the Prime
Rate plus 1% per annum.

F-15
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

6. LONG-TERM DEBT AND LEASES (CONTINUED)
In addition, the Tranche A Facility provides for the support of letters of
credit securing certain outstanding industrial development bonds. Borrowings
pursuant to the Tranche A Facility with respect to letter of credit drawings
will bear interest at the Prime Rate plus 1.5% per annum for the first $40
million drawn and the Prime Rate plus 1% per annum for amounts drawn in excess
of $40 million, in each case payable monthly in arrears. The Tranche A Facility
requires the payment of a commission in connection with the support of letters
of credit equal to 1.5% per annum, and the issuing banks' commitment also
provides for the payment of a commission, in each case based on the daily
average maximum aggregate amount that can be drawn under the letters of credit.
As of September 30, 1993, letters of credit totalling approximately $73 million
were outstanding under the Tranche A Facility.

TRANCHE B FACILITY

The financial institutions participating in the Tranche B Facility were
allowed to select between two interest rate options. Accordingly, approximately
75% of the borrowings outstanding pursuant to the Tranche B Facility bear
interest at a fixed rate of 8.375% per annum, with the remaining portion bearing
interest at a rate per annum equal to 85% of the interest rate applicable to the
Tranche A Facility, in each case payable monthly in arrears.

Under the federal income tax laws, certain financial institutions are
eligible to exclude from their gross income 50% of the interest received on
loans of the type contemplated by the Tranche B Facility. The Credit Agreement
provides that if an eligible holder of a loan under the Tranche B Facility loses
any right to such interest exclusion, then the Company will be required to
reimburse such holder in an amount based on the tax benefits lost by such holder
plus penalties, interest and additions to the tax assessed against such holder.
In addition, the interest rate on such loan will be increased by an amount
sufficient to reimburse such holder for the loss of any such tax benefits. In
the event mandatory principal repayments, as described below, with respect to
the Tranche B Facility exceed applicable federal income tax limitations for
purposes of deductibility, such excess will be applied instead to loans under
the Tranche A Facility.

TRANCHE C FACILITY

Borrowings pursuant to the Tranche C Facility may not exceed the lesser of
$75 million or the aggregate amount of the Company's voluntary prepayments of
loans outstanding under the Tranche A and Tranche B Facilities. Loans
outstanding under the Tranche C Facility bear interest at the same rates
applicable to the Tranche A Facility. The Company may permanently reduce the
banks' commitment with respect to the Tranche C Facility, subject to certain
minimum amounts. The conditions to borrowings under the Tranche C Facility
include the absence of any default or event of default under the Credit
Agreement and a minimum borrowing of $5 million. The Company pays a commitment
fee equal to .5% per annum on the daily average amount of available commitment
under the Tranche C Facility. The Company currently has an available commitment
of $50 million under the Tranche C Facility.

MANDATORY PREPAYMENTS

The Company is required to make certain prepayments to the Banks, which
consist of (i) 80% of Excess Cash Flow (which, as defined by the Credit
Agreement, is net income or loss adjusted for all non-cash items and certain
cash items affecting net income or loss, plus certain other cash inflows (for
example, certain asset sales proceeds), reduced by debt service requirements,
capital expenditures and certain other cash outflows (for example, cash income
tax payments) for each fiscal year), (ii) 100% of the Excess Cash (which, as
defined by the Credit Agreement, is the amount by which cash and cash
equivalents, as adjusted for certain items, exceeds $100 million as of each
September 30) and (iii) 75% of net proceeds of asset sales. On October 14, 1993,
the Company made prepayments totalling $13.9 million to the Banks which
represented

F-16
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

6. LONG-TERM DEBT AND LEASES (CONTINUED)
estimated Excess Cash at September 30, 1993 and such amounts are included in
current maturities at September 30, 1993. Additionally, on October 6, 1993, the
Company made mandatory prepayments of approximately $3.2 million to the Banks
which represented asset sale proceeds.

SCHEDULED PRINCIPAL PAYMENTS

The Company is required to make principal payments, with respect to the
Tranche A Facility, of (i) $2.5 million on each March 31 and September 30
through September 30, 1995, (ii) $5 million each on March 31 and September 30,
1996, (iii) $25 million on March 31, 1997 and (iv) the remaining balance due on
September 30, 1997. The Company is also required to make payments of
approximately $23 million each on the Tranche B Facility on March 31 and
September 30, 1994, approximately $14.3 million on March 31, 1995 and the
remaining balance due on September 30, 1995.

Any mandatory prepayments made by the Company on the Tranche A Facility and
the Tranche B Facility, including the October 1993 prepayments discussed above,
are applied to the final payments, while voluntary prepayments are applied at
the option of the Company.

COVENANTS

The Credit Agreement contains certain financial tests, including amounts and
ratios related to operating income, debt service payments and net worth.
Additionally, the Credit Agreement and indenture for the Debentures place
restrictions and limitations on the Company. Restrictions and limitations are
placed on, among other things, additional indebtedness, capital expenditures,
payments of dividends on capital stock, investments and sales of assets and
stock of subsidiaries.

COLLATERAL

The obligations of the Company under the Credit Agreement are guaranteed by
substantially all of the Company's domestic subsidiaries and are secured by a
pledge of the stock of substantially all of the Company's subsidiaries, by a
pledge of accounts receivable and by mortgages on substantially all of the real
estate of the Company's domestic subsidiaries.

SENIOR SECURED NOTES

The Senior Secured Notes were issued upon consummation of the Plan in the
original principal amount of approximately $234.8 million. On September 30,
1993, the Company purchased and placed in an irrevocable trust U.S. Treasury
securities which matured in the amount of $158.8 million for the purpose of
redeeming the Senior Secured Notes. The redemption of the Senior Secured Notes
occurred on November 15, 1993. This defeasance transaction resulted in the
removal of the debt and related accrued interest from the balance sheet as of
September 30, 1993 with an after tax extraordinary loss of approximately
$971,000.

DEBENTURES

Upon consummation of the Plan, the Debentures were issued in the principal
amount of $200 million with a maturity date of February 15, 2003. The Debentures
bear interest at a rate of 7.5% per annum, payable semi-annually on February 15
and August 15, and are redeemable at the option of the Company, in whole or in
part, at specified redemption prices. However, the Credit Agreement prohibits
the Company from redeeming the Debentures.

The Debentures are general unsecured obligations of the Company subordinated
in right of payment to the obligations outstanding under the Credit Agreement.
The obligations of the Company under the indenture for the Debentures are
guaranteed on a subordinated basis by substantially all of the Company's
domestic subsidiaries.

F-17
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

6. LONG-TERM DEBT AND LEASES (CONTINUED)
At September 30, 1993 the carrying amount and fair value of the Debentures
was $156 million and $176 million, respectively. The estimated fair value of the
Company's Debentures is based upon the bid price on September 30, 1993, from
quotes obtained by the Company. The fair value of the Company's other long-term
debt obligations approximates their respective carrying amounts.

LEASES

The Company leases certain hospital facilities, some of which may be
purchased during the term or at expiration of the leases. The book value of
capital leased assets was approximately $8.3 million at September 30, 1993. The
leases, which expire through 2069, generally require the Company to pay all
maintenance, property tax and insurance costs.

At September 30, 1993, aggregate amounts of future minimum payments under
operating leases were as follows: 1994 -- $5 million; 1995 -- $3.9 million; 1996
- -- $2.8 million; 1997 -- $1 million; 1998 -- $.6 million; subsequent to 1998 --
$31.5 million.

Operations for the year ended September 30, 1991, and the ten months ended
July 31, 1992, included rental expenses on operating leases of $13.4 million and
$10.4 million, respectively. Operations for the two months ended September 30,
1992 and the year ended September 30, 1993, included rental expenses on
operating leases of $1.9 million and $11.3 million, respectively.

7. STOCKHOLDERS' EQUITY
Pursuant to the Company's Restated Certificate of Incorporation, the Company
is authorized to issue 80 million shares of Common Stock, $.25 par value per
share, and 10 million shares of Preferred Stock, without par value. Under the
terms of the Plan, approximately 24,828,000 shares of Common Stock were issued
to certain holders of debt securities, the preferred stockholders, and common
stockholders. No shares of Preferred Stock have been issued as of September 30,
1993.

COMMON STOCK

The Company is prohibited from paying dividends (other than dividends
payable in shares of Common Stock) on its Common Stock under the terms of the
Credit Agreement and the Debentures.

The 1992 Stock Option Plan provides for the issuance of 3,437,939 options to
purchase Common Stock. A summary of changes in options outstanding and other
related information is as follows:

<TABLE>
<CAPTION>
TEN MONTHS ENDED TWO MONTHS ENDED YEAR ENDED
JULY 31, 1992 SEPTEMBER 30, 1992 SEPTEMBER 30, 1993
-------------------- -------------------- ------------------
<S> <C> <C> <C>
Balance, beginning of period...................... -- 3,416,826 3,416,826
Granted......................................... 3,416,826 -- 21,750
Cancelled....................................... -- -- (27,000)
Exercised....................................... -- -- (183,500)
---------- ---------- ------------------
Balance, end of period............................ 3,416,826 3,416,826 3,228,076
---------- ---------- ------------------
---------- ---------- ------------------
Option prices..................................... $4.36 - $9.60 $4.36 - $9.60 $.25 - $16.875
Price range of exercised options.................. -- -- $4.36
Average exercise price............................ -- -- $4.36
</TABLE>

The exercise price of certain options will be reduced if a change in control
of the Company occurs prior to July 1995 or, in the case of termination of
employment of certain optionees without cause, if certain financial targets
included in the Stock Option Plan are achieved.

Options issued pursuant to the 1992 Stock Option Plan are exercisable upon
vesting and expire through October 2000. As of September 30, 1993, 85% of the
options outstanding were vested. The remaining

F-18
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

7. STOCKHOLDERS' EQUITY (CONTINUED)
options vest over the next two fiscal years if the Company achieves certain
financial targets. If a change in control of the Company occurs, all options
vest immediately prior to such event, and upon termination of employment of
certain optionees without cause, all options granted to such optionees vest
immediately, provided certain financial targets have been met.

Upon the termination of the employment of the Company's former Chairman of
the Board on March 4, 1993, and under the provisions of the 1992 Stock Option
Plan, all of the former employee's options vested and the option prices were
reduced to $.25 per share. Such options totalled 2,220,336 at September 30, 1993
and expire in April 1994. As a result, the Company recognized approximately
$21.3 million in additional stock option expense during the second quarter of
fiscal 1993. The remaining expenses during fiscal 1993 of $17.1 million related
to the 1992 Stock Option Plan were due to increases in the market price of the
underlying Common Stock and the impact of additional shares vesting in fiscal
1993.

RIGHTS PLAN

Also upon consummation of the Plan, the Company adopted a Share Purchase
Rights Plan (the "Rights Plan"). Pursuant to the Rights Plan, each share of
Common Stock also represents one Share Purchase Right (collectively, the
"Rights"). The Rights trade automatically with the underlying shares of Common
Stock. Upon becoming exercisable, but prior to the occurrence of certain events,
each Right initially entitles its holder to buy one share of Common Stock from
the Company at an exercise price of $60.00. The Rights will be distributed and
become exercisable only if a person or group acquires, or announces its
intention to acquire, Common Stock exceeding certain levels, as specified in the
Rights Plan. Upon the occurrence of such events, the exercise price of each
Right reduces to one-half of the then current market price. The Rights also give
the holder certain rights in an acquiring company's common stock. The Company is
entitled to redeem the Rights at a price of $.01 per Right at any time prior to
the distribution of the Rights. The Rights have no voting power until exercised.

COMMON STOCK WARRANTS

The Company has two series of warrants outstanding, the 2002 Warrants and
the 2006 Warrants.

In connection with the Plan, the Company issued 114,690 of the 2002 Warrants
to purchase one share each of the Company's Common Stock. These warrants, which
expire on June 30, 2002, have an exercise price of $5.24 per share. During
fiscal 1993, 3,713 shares were issued from the exercise of these warrants.

The 2006 Warrants, which expire on September 1, 2006, were subject to
certain adjustments as a result of the Plan, and accordingly, 146,791 of such
warrants are currently outstanding with an exercise price of $38.70 per share.

8. INCOME TAXES
Concurrent with the adoption of fresh start accounting, the Company adopted
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes". Deferred income taxes are provided at the enacted marginal rates on the
difference between the financial statement and income tax bases of assets and
liabilities. Deferred income tax provisions or benefits are based on the change
in the deferred tax assets and liabilities from period to period.

F-19
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

8. INCOME TAXES (CONTINUED)
The provision (benefit) for income taxes attributable to continuing
operations consisted of the following (in thousands):

<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
SEPTEMBER 30, JULY 31, SEPTEMBER 30, SEPTEMBER 30,
1991 1992 1992 1993
------------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Income taxes currently payable:
Federal.................................... $ 500 $ 14 $ 3 $ 181
State...................................... 1,592 1,055 113 315
Foreign.................................... 1,100 803 461 986
Deferred income taxes:
Federal.................................... (500) 2,387 477 370
State...................................... (1,592) -- -- (39)
Foreign.................................... (1,100) -- -- 61
------------- ----------- ------ ------
$ -- $ 4,259 $ 1,054 $ 1,874
------------- ----------- ------ ------
------------- ----------- ------ ------
</TABLE>

The Company's income tax provision (benefit) attributable to continuing
operations differs from that computed based on the statutory federal income tax
rate for the following reasons (in thousands):

<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
SEPTEMBER 30, JULY 31, SEPTEMBER 30, SEPTEMBER 30,
1991 1992 1992 1993
------------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
Income tax benefit at federal statutory
income tax rate........................ $ (44,214) $ (26,323) $ (2,404) $ (13,117)
State income taxes, net of federal
income tax benefit..................... -- 699 75 180
Amortization of Excess Reorganization
Value.................................. -- -- 2,437 14,831
Losses for which no tax benefit has been
recorded............................... 44,214 26,323 -- --
Other -- net............................ -- 3,560 946 (20)
------------- ---------- ------------- -------------
Income tax provision.................... $ -- $ 4,259 $ 1,054 $ 1,874
------------- ---------- ------------- -------------
------------- ---------- ------------- -------------
</TABLE>

Under the federal income tax laws, the Company was not required to include
in its federal taxable income any cancellation of debt income as a result of the
debt forgiven pursuant to the Plan. Accordingly, no income taxes have been
provided on the $731 million extraordinary gain on debt discharge in the
statement of operations for the ten months ended July 31, 1992.

As of September 30, 1993, the Company has estimated tax net operating loss
("NOL") carryforwards of approximately $171 million available to reduce future
federal taxable income. These NOL carryforwards expire in 2006 and 2007 and are
subject to examination by the Internal Revenue Service. Due to the ownership
change which occurred as a result of the Restructuring, the Company's
utilization of NOLs generated prior to the Effective Date is significantly
limited. Based on these limitations and certain other factors, the Company has
recorded a valuation allowance against the entire amount of the NOL deferred tax
asset and other deferred tax assets that, in management's opinion, are not
likely to be recovered. During 1993, due in part to the sale of the general
hospitals, net income tax benefits of approximately $21.5 million were realized
from the utilization of the pre-Effective Date NOLs and were recorded as a
reduction in Excess Reorganization Value.

F-20
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

8. INCOME TAXES (CONTINUED)
Components of the net deferred income tax liability at September 30, 1992
and 1993 are as follows (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1992 1993
------------- -------------
<S> <C> <C>
Deferred tax liabilities:
Property and depreciation.................................. $ 33,803 $ 14,991
Long-term debt and interest................................ 24,626 44,157
ESOP....................................................... 5,536 17,013
Other, net................................................. 34,229 22,847
------------- -------------
Total deferred tax liabilities............................. 98,194 99,008
------------- -------------
Deferred tax assets:
Operating loss carryforwards............................... (132,351) (66,122)
Self-insurance reserves.................................... (44,305) (47,307)
Restructuring costs........................................ (28,952) (25,397)
Stock option expense....................................... (896) (14,898)
Tax capitalization of costs expensed for book purposes..... (12,062) (10,030)
Other, net................................................. (20,907) (29,879)
------------- -------------
Total deferred tax assets.................................. (239,473) (193,633)
Valuation allowance........................................ 161,848 133,414
------------- -------------
Deferred tax assets after valuation allowance.............. (77,625) (60,219)
------------- -------------
Net deferred tax liabilities................................. $ 20,569 $ 38,789
------------- -------------
------------- -------------
</TABLE>

The reduction in the valuation allowance during 1993 was primarily due to
the realization of NOL deferred tax assets discussed above.

The Revenue Reconciliation Act of 1993 increased the federal statutory
corporate tax rate from 34% to 35%, effective January 1, 1993. The effect of the
increase was not material to the Company.

The Internal Revenue Service is currently examining the Company's income tax
returns for fiscal 1989 and 1990. In management's opinion, adequate provisions
have been made for any adjustments which may result from these examinations.

9. OTHER ACCRUED LIABILITIES

Other accrued liabilities include amounts due health insurance programs,
primarily Medicaid and Medicare, of $74.8 million and $59.4 million at September
30, 1992 and 1993, respectively. Also included are accrued restructuring costs
of $12.7 million and $14.5 million at September 30, 1992 and 1993, respectively,
which relate primarily to remaining amounts to be paid under the terms of the
ESOP settlement and to the accrued operating losses for non-core facilities held
for sale.

F-21
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

10. SUPPLEMENTAL CASH FLOW INFORMATION
Below is supplemental cash flow information related to the year ended
September 30, 1991, the ten months ended July 31, 1992, the two months ended
September 30, 1992 and the year ended September 30, 1993 (see Note 1 for a
discussion of the non-cash financing activities related to the consummation of
the Plan) (in thousands):

<TABLE>
<CAPTION>
TEN MONTHS TWO MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
SEPTEMBER 30, JULY 31, SEPTEMBER 30, SEPTEMBER 30,
1991 1992 1992 1993
------------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
Federal and state income taxes paid, net
of refunds received.................... $ 1,616 $ 2,944 $ 269 $ 11,136
Payments to ESOP........................ 51,561 40,697 23,000 69,123
Interest paid, net of amounts
capitalized............................ 72,723 69,658 6,803 74,167
</TABLE>

11. COMMITMENTS AND CONTINGENCIES
The Company is self-insured for a substantial portion of its general and
professional liability risks. The reserves for self-insured general and
professional liability losses, including loss adjustment expenses, are based on
actuarial estimates using the Company's historical claims experience adjusted
for current industry trends. The reserve for unpaid claims is adjusted, as such
claims mature, to reflect revised actuarial estimates based on actual
experience. While management and its actuaries believe that the present reserve
is reasonable, ultimate settlement of losses may vary from the amount provided.

In addition to general and professional liability claims, the Company is
subject to other claims, suits, surveys and investigations. This includes a
federal investigation of certain business practices of a subsidiary of the
Company that operates one psychiatric hospital. In the opinion of management,
the ultimate resolution of such other pending matters will not have a material
adverse effect on the Company's financial position or results of operations.

F-22
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company owns 50% of the Charter Medical Building in Macon, Georgia, and
leases space in such building for use as its corporate headquarters. The lease,
which expires on September 30, 1994, provides for an average annual rental of
approximately $1,189,000. Mr. William A. Fickling, Jr., a former Director and
former Chairman of the Board of Directors of the Company, and his father's
estate own 25% of the building. In the opinion of management, such office space
has been leased on terms as favorable as could be obtained from an unaffiliated
party. As a result of the Company's partnership interest in the building, the
Company received distributions of approximately $300,000 in fiscal 1993.

On September 15, 1993, the Company sold its ownership interest in Beech
Street to the children of Mr. Fickling for approximately $5.5 million, plus the
right to receive additional consideration, if certain events (e.g. a public
offering of Beech Street stock or if Beech Street sells 50% or more of its
assets) occur within two years. The Company obtained a fairness opinion by an
independent appraisal firm stating that the financial consideration was fair.
The Company acquired its ownership interest in a series of related transactions
beginning in May 1989, for a total purchase price of $2,956,000. During the
period of its ownership, the Company received $1,242,000 in dividend
distributions from Beech Street.

Beech Street was, prior to May 1989, a wholly owned subsidiary of Beech
Street, Inc., in which Mr. Fickling beneficially owns a majority of the
outstanding stock.

The Company also has agreements with Beech Street where certain of the
Company's hospitals provide services to employers (and their related employee
and covered dependent groups) who have entered into agreements with Beech Street
to utilize a Beech Street Preferred Provider Organization ("PPO") for hospital
and other healthcare services. Such agreements provide for covered services to
be rendered under terms (including discounts from the hospital's normal charges)
which management of the Company believes are customary for hospital PPO
agreements. The Beech Street PPO reviews claims and serves as an intermediary
between the Company's hospitals and the contracting employers. The Company
derived approximately $11.5 million, $14.8 million and $21.4 million in revenue
from these agreements during fiscal 1991, 1992 and 1993, respectively. The
aggregate discount from customary charges was 17% in fiscal 1991 and 1992 and
was 12% in fiscal 1993.

Stanley S. Trotman, Jr., a Director of the Company from 1978 until July
1992, is a Managing Director of Kidder, Peabody & Company, Inc. ("Kidder").
While Mr. Trotman served as a Director, Kidder provided certain financial
advisory services to the Company. During fiscal 1991 and 1992, the Company
incurred approximately $1.7 million and $4.9 million, respectively, in fees and
expenses with respect to such services.

F-23
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

13. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of the quarterly results of operations for the
years ended September 30, 1992 and 1993. Amounts presented below differ from
amounts previously reported in the Company's Quarterly Reports on Form 10-Q due
to the restatement of the consolidated financial statements to reflect as
discontinued operations the sale of certain subsidiaries in the fourth quarter
of fiscal 1993. Information for the fourth quarter of 1992 and loss per share
data for 1992 are not presented because they are not meaningful due to the
implementation of fresh start accounting and the consummation of the
Restructuring. See Notes 1 and 2.

<TABLE>
<CAPTION>
FISCAL QUARTERS
----------------------------------------------
FIRST SECOND THIRD FOURTH
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
1992
Net revenue.................................................... $ 226,115 $ 241,184 $ 228,016 $ 225,390
Income (Loss) from continuing operations....................... (41,116) (28,555) (21,477) 1,341(a)
Income from discontinued operations............................ 5,262 6,984 9,000 3,895(a)
Net loss....................................................... (35,854) (21,571) (12,477) 810,673(a)
1993
Net revenue.................................................... $ 226,390 $ 233,160 $ 231,737 $ 206,620
Loss from continuing operations before extraordinary item...... (4,028) (16,879) (2,473) (16,240)
Income (Loss) from discontinued operations and gain on disposal
of discontinued operations.................................... (3,196) (2,812) (2,872) 4,834
Loss before extraordinary item................................. (7,224) (19,691) (5,345) (11,406)
Net loss....................................................... (7,224) (19,691) (5,345) (19,967)
Loss per common share:
Loss from continuing operations before extraordinary item...... $ (0.16) $ (0.68) $ (0.10) $ (0.65)
Net loss....................................................... (0.29) (0.79) (0.21) (0.80)
<FN>
- ------------------------
(a) The fourth quarter reflects the results of the implementation of fresh
start accounting; therefore the results are not comparable to other
quarters. See Note 2 for a discussion of the unusual and nonrecurring
items in the quarter.
</TABLE>

F-24
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 1993

14. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, 1992
----------------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Current Assets
Cash and cash equivalents............. $ 114,178 $ 2,140 $ 24,485 $ -- $ 140,803
Accounts receivable, net.............. 127,353 1,818 (1,473) -- 127,698
Supplies.............................. 5,361 80 343 -- 5,784
Other current assets.................. 6,126 84 23,091 (12,844) 16,457
------------ ------------ ------------ ------------ ------------
Total Current Assets................ 253,018 4,122 46,446 (12,844) 290,742
Property and Equipment
Land.................................. 93,797 6,275 1,820 -- 101,892
Buildings and improvements............ 309,903 5,250 9,768 -- 324,921
Equipment............................. 59,241 865 2,834 -- 62,940
------------ ------------ ------------ ------------ ------------
462,941 12,390 14,422 -- 489,753
Accumulated depreciation.............. (4,343) (75) 105 -- (4,313)
------------ ------------ ------------ ------------ ------------
458,598 12,315 14,527 -- 485,440
Construction in progress.............. 719 571 32 -- 1,322
------------ ------------ ------------ ------------ ------------
459,317 12,886 14,559 -- 486,762
Other Long-Term Assets (1).............. 214,851 53,897 1,033,508 (1,221,909) 80,347
Reorganization Value in Excess of
Amounts Allocable to Identifiable
Assets, net............................ -- -- 121,709 -- 121,709
Net Assets of Discontinued Operations... 221,262 4,844 93,532 -- 319,638
------------ ------------ ------------ ------------ ------------
$ 1,148,448 $ 75,749 $ 1,309,754 $(1,234,753) $ 1,299,198
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable...................... $ 41,828 $ 392 $ 8,515 $ -- $ 50,735
Accrued expenses and other current
liabilities.......................... 104,263 1,120 66,070 -- 171,453
Current maturities of long-term debt
and capital lease obligations........ 8,407 32 65,517 -- 73,956
------------ ------------ ------------ ------------ ------------
Total Current Liabilities........... 154,498 1,544 140,102 -- 296,144
Long-Term Debt and Capital Lease
Obligations............................ 243,826 1,299 794,354 (194,640) 844,839
Deferred Income Taxes................... -- 492 20,077 -- 20,569
Reserve for Unpaid Claims............... -- 39,755 71,434 (12,843) 98,346
Deferred Credits and Other Long-Term
Liabilities (1)........................ 107,005 -- 25,754 (103,883) 28,876
Stockholders' Equity
Common Stock, par value $0.25 per
share
Authorized -- 80,000,000 shares
Issued and outstanding -- 24,827,656
shares............................... 2,734 599 6,207 (3,333) 6,207
Other Stockholders' Equity
Additional paid-in capital............ 645,975 28,815 443,887 (920,054) 198,623
Retained earnings (Accumulated
deficit)............................. (3,897) 2,765 (6,064) -- (7,196)
Unearned compensation under ESOP...... -- -- (187,128) -- (187,128)
Warrants outstanding.................. -- -- 283 -- 283
Cumulative foreign currency
adjustments.......................... (1,693) 480 848 -- (365)
------------ ------------ ------------ ------------ ------------
Stockholders' Equity................ 643,119 32,659 258,033 (923,387) 10,424
Commitments and Contingencies
------------ ------------ ------------ ------------ ------------
$ 1,148,448 $ 75,749 $ 1,309,754 $(1,234,753) $ 1,299,198
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
<FN>
- ------------------------------
(1) Elimination entry related to intercompany receivables and payables and
investment in consolidated subsidiaries.
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an integral part of these balance sheets.

F-25
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

14. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, 1993
--------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
----------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Current Assets
Cash and cash equivalents............... $ 45,147 $ 2,756 $ 38,099 $ -- $ 86,002
Accounts receivable, net................ 118,398 1,699 (459) -- 119,638
Supplies................................ 4,641 68 342 -- 5,051
Other current assets.................... 8,138 66 25,799 (12,779) 21,224
----------- ------------- ------------ ------------ ------------
Total Current Assets.................. 176,324 4,589 63,781 (12,779) 231,915
Property and Equipment
Land.................................... 89,440 5,432 1,014 -- 95,886
Buildings and improvements.............. 304,313 5,000 1,336 -- 310,649
Equipment............................... 64,621 863 1,937 -- 67,421
----------- ------------- ------------ ------------ ------------
458,374 11,295 4,287 -- 473,956
Accumulated depreciation................ (30,141) (487) 530 -- (30,098)
Construction in progress................ 924 4 -- -- 928
----------- ------------- ------------ ------------ ------------
429,157 10,812 4,817 -- 444,786
Other Long-Term Assets (1)................ 354,034 63,890 934,480 (1,248,120) 104,284
Reorganization Value in Excess of Amounts
Allocable to Identifiable Assets, net.... -- -- 57,201 -- 57,201
----------- ------------- ------------ ------------ ------------
$ 959,515 $ 79,291 $1,060,279 $(1,260,899) $ 838,186
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable........................ $ 41,977 $ 421 $ 9,866 $ -- $ 52,264
Accrued expenses and other current
liabilities............................ 86,397 912 62,068 -- 149,377
Current maturities of long-term debt and
capital lease obligations.............. 6,102 28 64,827 -- 70,957
----------- ------------- ------------ ------------ ------------
Total Current Liabilities............. 134,476 1,361 136,761 -- 272,598
Long-Term Debt and Capital Lease
Obligations . . 137,081 1,094 544,050 (332,020) 350,205
Deferred Income Taxes..................... -- 946 37,843 -- 38,789
Reserve for Unpaid Claims................. -- 45,816 66,638 (12,779) 99,675
Deferred Credits and Other Long-Term
Liabilities (1).......................... 29,895 -- 19,459 (29,733) 19,621
Stockholders' Equity
Common Stock, par value $0.25 per share
Authorized -- 80,000,000 shares
Issued and outstanding -- 25,001,042
shares............................... 2,833 586 6,250 (3,419) 6,250
Other Stockholders' Equity
Additional paid-in capital............ 713,705 25,079 474,790 (975,993) 237,581
Retained earnings (Accumulated
deficit)............................. (57,428) 5,580 (100,620) 93,045 (59,423)
Unearned compensation under ESOP...... -- -- (122,724) -- (122,724)
Warrants outstanding.................. -- -- 274 -- 274
Cumulative foreign currency
adjustments.......................... (1,047) (1,171) (2,442) -- (4,660)
----------- ------------- ------------ ------------ ------------
658,063 30,074 255,528 (886,367) 57,298
Commitments and Contingencies
----------- ------------- ------------ ------------ ------------
$ 959,515 $ 79,291 $1,060,279 $(1,260,899) $ 838,186
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------
<FN>
- ------------------------------
(1) Elimination entry related to intercompany receivables and payables and
investment in consolidated subsidiaries.
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an Integral part of these balance sheets.

F-26
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

14. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED SEPTEMBER 30, 1991
---------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net revenue...................................... $ 939,150 $ 20,721 $ (57,413) $ (34,194) $ 868,264
Costs and expenses
Operating and administrative expenses.......... 879,087 15,517 (203,582) (34,194) 656,828
Bad debt expense............................... 55,924 196 (4,503) -- 51,617
Depreciation and amortization.................. 55,043 368 (6,782) 30 48,659
Interest, net.................................. 13,324 172 218,734 (12) 232,218
ESOP expense (credit).......................... (1,696) -- (2,248) (18) (3,962)
Deferred compensation expense.................. -- -- 5,061 -- 5,061
Provision for restructuring of operations...... 2,219 -- 42,781 -- 45,000
------------ ------------- ------------ ------------ ------------
1,003,901 16,253 49,461 (34,194) 1,035,421
------------ ------------- ------------ ------------ ------------
Income (Loss) from continuing operations before
income taxes.................................... (64,751) 4,468 (106,874) -- (167,157)
Provision for income taxes....................... -- -- -- -- --
------------ ------------- ------------ ------------ ------------
Income (Loss) from continuing operations......... (64,751) 4,468 (106,874) -- (167,157)
Income (Loss) from discontinued operations . . 38,143 (110) (918) -- 37,115
------------ ------------- ------------ ------------ ------------
Net income (loss)................................ $ (26,608) $ 4,358 $ (107,792) $ -- $ (130,042)
------------ ------------- ------------ ------------ ------------
------------ ------------- ------------ ------------ ------------

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Cash provided by (used in) operating
activities...................................... $ 456 $ (2,037) $ 123,401 $ 12 $ 121,832
Cash provided by (used in) investing
activities...................................... 61,602 4,375 (13,424) (12) 52,541
Cash used in financing activities................ (36,450) (812) (31,573) -- (68,835)
------------ ------------- ------------ ------------ ------------
Net increase in cash and cash equivalents........ 25,608 1,526 78,404 -- 105,538
Cash and cash equivalents at beginning of
period.......................................... 20,171 415 41,612 -- 62,198
------------ ------------- ------------ ------------ ------------
Cash and cash equivalents at end of period....... $ 45,779 $ 1,941 $ 120,016 $ -- $ 167,736
------------ ------------- ------------ ------------ ------------
------------ ------------- ------------ ------------ ------------
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an integral part of these statements.

F-27
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

14. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE TEN MONTHS ENDED JULY 31, 1992
--------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
----------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net revenue....................................... $ 818,308 $ 14,989 $ (32,279) $ (23,163) $ 777,855
Costs and expenses
Operating and administrative expenses........... 709,559 10,931 (133,727) (23,163) 563,600
Bad debt expense................................ 55,150 56 (4,803) -- 50,403
Depreciation and amortization................... 39,316 343 (4,533) -- 35,126
Interest, net................................... 2,261 84 166,928 (29) 169,244
ESOP expense.................................... 31,477 -- 2,208 29 33,714
Deferred compensation expense................... -- -- 3,190 -- 3,190
----------- ------------- ------------ ------------ ------------
837,763 11,414 29,263 (23,163) 855,277
----------- ------------- ------------ ------------ ------------
Income (Loss) from continuing operations before
income taxes, reorganization items and
extraordinary item............................... (19,455) 3,575 (61,542) -- (77,422)
Provision for income taxes........................ 1,393 372 2,494 -- 4,259
----------- ------------- ------------ ------------ ------------
Income (Loss) from continuing operations before
reorganization items and extraordinary item...... (20,848) 3,203 (64,036) -- (81,681)
Income (Loss) from discontinued operations........ 25,230 3,362 (4,381) -- 24,211
----------- ------------- ------------ ------------ ------------
Income (Loss) before reorganization items and
extraordinary item............................... 4,382 6,565 (68,417) -- (57,470)
Reorganization items.............................. (206,274) -- 281,122 -- 74,848
Extraordinary gain (loss) on early discharge of
debt............................................. (2,851) -- 733,440 -- 730,589
----------- ------------- ------------ ------------ ------------
Net income (loss)................................. $(204,743) $ 6,565 $ 946,145 $ -- $ 747,967
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Cash provided by (used in) operating activities... $ 85,616 $ 1,897 $ (10,572) $ -- $ 76,941
Cash provided by (used in) investing activities... 28,306 (618) (1,365) -- 26,323
Cash used in financing activities................. (63,192) -- (55,543) -- (118,735)
----------- ------------- ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents...................................... 50,730 1,279 (67,480) -- (15,471)
Cash and cash equivalents at beginning of
period........................................... 45,779 1,941 120,016 -- 167,736
----------- ------------- ------------ ------------ ------------
Cash and cash equivalents at end of period........ $ 96,509 $ 3,220 $ 52,536 $ -- $ 152,265
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an integral part of these statements.

F-28
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

14. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE TWO MONTHS ENDED SEPTEMBER 30, 1992
----------------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net revenue............................. $ 149,152 $ 2,281 $ (3,472) $ (5,111) $ 142,850
Costs and expenses
Operating and administrative
expenses............................. 136,375 (98) (23,560) (5,109) 107,608
Bad debt expense...................... 15,110 (2) (304) -- 14,804
Depreciation and amortization......... 3,731 74 (172) (2) 3,631
Amortization of reorganization value
in excess of amounts allocable to
identifiable assets.................. -- -- 7,167 -- 7,167
Interest, net......................... (169) 1 12,829 29 12,690
ESOP expense.......................... 4,306 -- 534 (29) 4,811
Stock option expense (credit)......... -- -- (789) -- (789)
------------ ------------ ------------ ------------ ------------
159,353 (25) (4,295) (5,111) 149,922
------------ ------------ ------------ ------------ ------------
Income (Loss) from continuing operations
before income taxes.................... (10,201) 2,306 823 -- (7,072)
Provision for income taxes.............. 277 625 152 -- 1,054
------------ ------------ ------------ ------------ ------------
Income (Loss) from continuing
operations............................. (10,478) 1,681 671 -- (8,126)
Income (Loss) from discontinued
operations............................. 6,581 1,084 (6,735) -- 930
------------ ------------ ------------ ------------ ------------
Net income (loss)....................... $ (3,897) $ 2,765 $ (6,064) $ -- $ (7,196)
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Cash provided by (used in) operating
activities............................. $ 30,049 $ 10,491 $ (2,180) $ -- $ 38,360
Cash provided by (used in) investing
activities............................. 9,603 (11,571) (4,923) -- (6,891)
Cash used in financing activities....... (21,983) -- (20,948) -- (42,931)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents............................ 17,669 (1,080) (28,051) -- (11,462)
Cash and cash equivalents at beginning
of period.............................. 96,509 3,220 52,536 -- 152,265
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of
period................................. $ 114,178 $ 2,140 $ 24,485 $ -- $ 140,803
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an integral part of these statements.

F-29
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

14. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED SEPTEMBER 30, 1993
---------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net revenue........................................ $ 922,221 $ 16,911 $ (20,514) $ (20,711) $ 897,907
Costs and expenses
Operating and administrative expenses............ 876,792 11,913 (227,147) (20,711) 640,847
Bad debt expense................................. 68,086 121 (907) -- 67,300
Depreciation and amortization.................... 26,816 411 (845) -- 26,382
Amortization of reorganization value in excess of
amounts allocable to identifiable assets........ (8) -- 42,686 -- 42,678
Interest, net.................................... (7,465) 36 81,585 -- 74,156
ESOP expense..................................... 41,563 -- 4,311 -- 45,874
Stock option expense............................. -- -- 38,416 -- 38,416
------------ ------------- ------------ ------------ ------------
1,005,784 12,481 (61,901) (20,711) 935,653
------------ ------------- ------------ ------------ ------------
Income (Loss) from continuing operations before
income taxes and extraordinary item............... (83,563) 4,430 41,387 -- (37,746)
Provision for (benefit from) income taxes.......... (30,313) 520 31,667 -- 1,874
------------ ------------- ------------ ------------ ------------
Income (Loss) from continuing operations before
extraordinary item................................ (53,250) 3,910 9,720 -- (39,620)
Discontinued operations
Income (Loss) from discontinued operations....... 14,734 5,492 (34,929) -- (14,703)
Gain (Loss) on disposal of discontinued
operations...................................... 84,176 -- (73,519) -- 10,657
------------ ------------- ------------ ------------ ------------
Income (Loss) before extraordinary item............ 45,660 9,402 (98,728) -- (43,666)
Extraordinary loss on early extinguishment of
debt.............................................. 314 -- 8,247 -- 8,561
------------ ------------- ------------ ------------ ------------
Net income (loss).................................. $ 45,346 $ 9,402 $ (106,975) $ -- $ (52,227)
------------ ------------- ------------ ------------ ------------
------------ ------------- ------------ ------------ ------------
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Cash provided by (used in) operating activities.... $ (404,185) $ 5,066 $ 489,077 $ -- $ 89,958
Cash provided by (used in) investing activities.... 374,462 (4,450) 1,395 -- 371,407
Cash used in financing activities.................. (39,308) -- (476,858) -- (516,166)
------------ ------------- ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents....................................... (69,031) 616 13,614 -- (54,801)
Cash and cash equivalents at beginning of period... 114,178 2,140 24,485 -- 140,803
------------ ------------- ------------ ------------ ------------
Cash and cash equivalents at end of period......... $ 45,147 $ 2,756 $ 38,099 $ -- $ 86,002
------------ ------------- ------------ ------------ ------------
------------ ------------- ------------ ------------ ------------
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an integral part of these statements.

F-30
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

14. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

GENERAL -- These condensed consolidating financial statements reflect the
Guarantors under the 11 1/4% Senior Subordinated Notes and the New Credit
Agreement consummated in May 1994. (See Note 15). The direct and indirect
Guarantors are wholly owned by Charter or a Guarantor Subsidiary of Charter.
Separate financial statements of the Guarantors are not presented because the
Guarantors are jointly, severally and unconditionally liable under the
guarantee, and the Company believes the condensed consolidating financial
statements presented are more meaningful in understanding the financial position
of the Guarantor Subsidiaries, and the separate financial statements are deemed
not material to investors.

DISTRIBUTIONS -- There are no restrictions on the ability of the Guarantor
Subsidiaries to make distributions to Charter.

15. SUBSEQUENT EVENTS

On March 30, 1994 the Company announced that it had entered into an asset
purchase agreement with National Medical Enterprises, Inc. ("NME") providing for
the purchase of substantially all of the assets of 36 psychiatric hospitals,
eight chemical-dependency treatment facilities, two residential treatment
centers and one physician outpatient practice (including related outpatient
facilities and other associated assets, the "Target Hospitals"). The purchase
price for the Target Hospitals will be approximately $146.9 million in cash plus
an additional cash amount, estimated to be approximately $50.7 million, subject
to adjustment, for the net working capital of the Target Hospitals at the
closing of the acquisition. The Target Hospitals have an aggregate capacity of
3,496 licensed beds and are located in 20 states. During their fiscal year ended
May 31, 1993 and the nine month period ended February 28, 1994, the Target
Hospitals had, respectively, approximately 40,000 and 28,000 patient admissions,
net revenue of approximately $407.5 million and $265.2 million and Target
Hospital EBITDA (defined as net revenue less operating expenses and bad debt
expenses) of approximately $55.1 million and $36.5 million.

Subject to obtaining licensure and other regulatory approvals, the Company
anticipates that it will purchase the Target Hospitals in multiple closings. See
"The Acquisition" and "Target Hospital Selected Financial Information" elsewhere
in this document.

On May 2, 1994 the Company entered into a Second Amended and Restated Credit
Agreement with certain financial institutions for a five-year reducing,
revolving credit facility in an aggregate committed amount of $300 million (the
"Revolving Credit Agreement"). Proceeds from the Revolving Credit Agreement were
or will be used (i) to refinance certain mortgage indebtedness of certain
subsidiaries of the Company in the principal amount of approximately $14.7
million and the loans to certain subsidiaries of the Company outstanding under
the Credit Agreement in the principal amount of approximately $46.8 million,
(ii) for continued credit enhancement of certain currently outstanding variable
rate demand notes issued by or for the benefit of certain subsidiaries of the
Company and (iii) for working capital and other general corporate purposes,
including to finance, in part, the acquisition of the Target Hospitals and to
finance other permitted acquisitions and investments. As of May 2, 1994,
approximately $134.6 million in loans and letters of credit were outstanding
under the Revolving Credit Agreement.

The Revolving Credit Agreement will be reduced by the amounts and on the
dates indicated below:

<TABLE>
<CAPTION>
AMOUNT DATE
- -------------- -----------------
<S> <C>
$ 25,000,000 March 31, 1996
50,000,000 March 31, 1997
50,000,000 March 31, 1998
175,000,000 March 31, 1999
</TABLE>

In addition to the scheduled reductions above, the Revolving Credit
Agreement shall be reduced (i) by an amount equal to 70% (or if a default or an
event of default exists, 100%) of the net proceeds of certain

F-31
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1993

15. SUBSEQUENT EVENTS (CONTINUED)
asset sales, (ii) by an amount equal to 25% (or if a default or an event of
default exists, 100%) of the net proceeds of certain issuances or sales of the
Company's capital stock or other equity interests, except that no such reduction
shall be required if the Company meets specified financial ratios and no default
or event of default has occurred and is continuing, and (iii) by an amount equal
to the principal amount of permitted subordinated indebtedness (including,
without limitation, the Notes (as defined below)) subject to a required
repurchase or repurchase offer by the Company as a result of any asset sale. All
such reductions described in the foregoing clauses (i) through (iii) shall be
applied first on a pro rata basis to all scheduled reductions of the Revolving
Credit Agreement other than the last scheduled reduction of the Revolving Credit
Agreement, and thereafter to the last scheduled reduction.

The loans outstanding under the Revolving Credit Agreement will bear
interest (subject to certain potential adjustments) at a rate per annum equal to
(a) the sum of the Base Lending Rate plus 3/4%, or (b) at the option of the
Company, the sum of the maximum reserve-adjusted one, two, three or six-month
LIBOR plus 1 3/4%. The Base Lending Rate is the higher of (x) the rate announced
from time to time as Bankers Trust Company's prime lending rate, (y) the Federal
Reserve's reported weekly average dealer offering rate for three-month
certificates of deposit, adjusted for maximum reserves, plus 1/2 of 1%, and (z)
the Federal Funds Rate plus 1/2 of 1%.

Also on May 2, 1994, the Company issued $375 million of 11.25% Senior
Subordinated Notes which mature on April 15, 2004 (the "Notes") and are general
unsecured obligations of the Company. Interest on the Notes is payable
semi-annually on each April 15 and October 15, commencing on October 15, 1994.
Proceeds of $181.8 million from the sale of the Notes were used to defease and
redeem the Company's outstanding 7.5% Senior Subordinated Debentures due 2003.
Certain remaining proceeds will be used, along with proceeds from the Revolving
Credit Agreement, to finance the acquisition of NME facilities discussed above.
The Notes are guaranteed on an unsecured senior subordinated basis by
substantially all of the Company's existing subsidiaries and certain
subsidiaries created after the issuance of the Notes.

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICES
- ----------------------------------------- -----------
<S> <C>
1999..................................... 105.625%
2000..................................... 103.750%
2001..................................... 101.875%
2002 and thereafter...................... 100.000%
</TABLE>

The indenture for the Notes contains certain covenants, which among other
things, restrict the Company's ability and the ability of certain of the
Company's subsidiaries to pay dividends, make unscheduled payments on
indebtedness that is subordinated in right of payment to the Notes or make
certain investments. The covenants also place limitations on the Company's
ability to incur additional indebtedness or liens and places restrictions on the
use of proceeds from asset sales.

F-32
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1993 1994
------------- ------------
<S> <C> <C>
Current Assets
Cash and cash equivalents...................................................... $ 86,002 $ 40,535
Cash collateral account........................................................ 5,426 8,207
Accounts receivable, net....................................................... 119,638 129,117
Supplies....................................................................... 5,051 4,933
Other current assets........................................................... 15,798 13,748
------------- ------------
Total Current Assets......................................................... 231,915 196,540
Property and Equipment
Land........................................................................... 95,886 93,850
Buildings and improvements..................................................... 310,649 307,768
Equipment...................................................................... 67,421 69,017
------------- ------------
473,956 470,635
Accumulated depreciation....................................................... (30,098) (43,109)
------------- ------------
443,858 427,526
Construction in progress....................................................... 928 2,194
------------- ------------
444,786 429,720
Other Long-Term Assets........................................................... 104,284 100,195
Reorganization Value in Excess of Amounts Allocable to Identifiable Assets,
net............................................................................. 57,201 41,601
------------- ------------
$ 838,186 $ 768,056
------------- ------------
------------- ------------

<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable............................................................... $ 52,264 $ 39,021
Accrued expenses and other current liabilities................................. 149,377 135,041
Current maturities of long-term debt and capital lease obligations............. 70,957 41,010
------------- ------------
Total Current Liabilities.................................................... 272,598 215,072
Long-Term Debt and Capital Lease Obligations..................................... 350,205 321,192
Deferred Income Taxes............................................................ 38,789 36,439
Reserve for Unpaid Claims........................................................ 99,675 98,268
Deferred Credits and Other Long-Term Liabilities................................. 19,621 14,976
Stockholders' Equity
Preferred Stock, without par value
Authorized -- 10,000,000 shares
Issued and outstanding -- none............................................... -- --
Common Stock, par value $0.25 per share
Authorized -- 80,000,000 shares
Issued and outstanding -- 25,001,042 shares at September 30, 1993
and 26,750,950 shares at March 31, 1994..................................... 6,250 6,688
Other Stockholders' Equity
Additional paid-in capital................................................... 237,581 240,162
Accumulated deficit.......................................................... (59,423) (62,166)
Unearned compensation under ESOP............................................. (122,724) (98,125)
Warrants outstanding......................................................... 274 182
Cumulative foreign currency adjustments...................................... (4,660) (4,632)
------------- ------------
57,298 82,109
Commitments and Contingencies
------------- ------------
$ 838,186 $ 768,056
------------- ------------
------------- ------------
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these balance sheets.

F-33
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE QUARTER FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
-------------------- --------------------
1993 1994 1993 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Revenue........................................................ $ 233,160 $ 212,610 $ 459,550 $ 421,427
--------- --------- --------- ---------
Costs and Expenses
Operating and administrative expenses............................ 163,613 153,147 323,367 305,589
Bad debt expense................................................. 16,493 16,159 34,870 32,288
Depreciation and amortization.................................... 6,635 6,904 13,802 13,579
Amortization of reorganization value in excess of amounts
allocable to identifiable assets................................ 10,750 7,800 21,500 15,600
Interest, net.................................................... 18,323 8,418 37,307 16,785
ESOP expense..................................................... 8,965 12,300 17,970 24,599
Stock option expense............................................. 29,016 656 31,277 6,851
--------- --------- --------- ---------
253,795 205,384 480,093 415,291
--------- --------- --------- ---------

Income (Loss) from continuing operations before income taxes....... (20,635) 7,226 (20,543) 6,136
Provision for (Benefit from) income taxes.......................... (3,756) 6,103 364 8,879
--------- --------- --------- ---------
Income (Loss) from continuing operations........................... (16,879) 1,123 (20,907) (2,743)
Loss from discontinued operations (net of income tax provision of
$3,178 and $6,123 for the quarter and six months, respectively)... (2,812) -- (6,008) --
--------- --------- --------- ---------
Net Income (Loss).................................................. $ (19,691) $ 1,123 $ (26,915) $ (2,743)
--------- --------- --------- ---------
--------- --------- --------- ---------

Average Number of Common Shares Outstanding........................ 24,857 26,743 24,842 25,936
--------- --------- --------- ---------
--------- --------- --------- ---------

Earnings per common share:
Income (Loss) from continuing operations......................... $ (.68) $ .04 $ (.84) $ (.11)
Loss from discontinued operations................................ (.11) -- (.24) --
--------- --------- --------- ---------
Net Income (Loss)................................................ $ (.79) $ .04 $ (1.08) $ (.11)
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.

F-34
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
OTHER STOCKHOLDERS' EQUITY
-------------------------------------------------------------------
CUMULATIVE
COMMON STOCK ADDITIONAL UNEARNED FOREIGN
-------------- PAID-IN ACCUMULATED COMPENSATION WARRANTS CURRENCY
SHARES AMOUNT CAPITAL DEFICIT UNDER ESOP OUTSTANDING ADJUSTMENTS
------ ------ ---------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1993...... 25,001 $6,250 $ 237,581 $ (59,423) $ (122,724) $ 274 $ (4,660)
Additions (Deductions):
Net loss......................... -- -- -- (3,866) -- -- --
ESOP expense..................... -- -- -- -- 12,299 -- --
Stock option expense accrual..... -- -- 6,195 -- -- -- --
Exercise of stock options........ 1,682 421 (14,096) -- -- -- --
Exercise of warrants............. 37 9 277 -- -- (91) --
Tax benefit related to exercise
of stock options................ -- -- 9,424 -- -- -- --
Foreign currency translation
loss............................ -- -- -- -- -- -- (642)
------ ------ ---------- ----------- ------------ ----- -----------
Balance at December 31, 1993....... 26,720 $6,680 $ 239,381 $ (63,289) $ (110,425) $ 183 $ (5,302)

Additions (Deductions):
Net income....................... -- -- -- 1,123 -- -- --
ESOP expense..................... -- -- -- -- 12,300 -- --
Stock option expense accrual..... -- -- 656 -- -- -- --
Exercise of stock options........ 30 8 120 -- -- -- --
Exercise of warrants............. 1 -- 5 -- -- (1) --
Foreign currency translation
gain............................ -- -- -- -- -- -- 670
------ ------ ---------- ----------- ------------ ----- -----------
Balance at March 31, 1994.......... 26,751 $6,688 $ 240,162 $ (62,166) $ (98,125) $ 182 $ (4,632)
------ ------ ---------- ----------- ------------ ----- -----------
------ ------ ---------- ----------- ------------ ----- -----------
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.

F-35
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED MARCH 31,
---------------------
1993 1994
---------- ---------
<S> <C> <C>
Cash Flows From Operating Activities
Net loss............................................................................. $ (26,915) $ (2,743)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss from discontinued operations................................................ 6,008 --
Depreciation and amortization.................................................... 35,302 29,179
ESOP expense..................................................................... 17,970 24,599
Stock option expense............................................................. 31,277 6,851
Non-cash interest expense........................................................ 2,950 1,375
Cash flows from changes in assets and liabilities, net of effects from sales and
acquisitions of businesses:
Accounts receivable, net....................................................... (12,433) (9,475)
Other assets................................................................... (201) 4,443
Accounts payable and other accrued liabilities................................. (23,492) (21,829)
Reserve for unpaid claims...................................................... 1,659 (847)
Income taxes payable........................................................... (2,845) (9,057)
Other liabilities.............................................................. 8,436 (5,464)
Other............................................................................ (469) 1,515
---------- ---------
Total adjustments................................................................ 64,162 21,290
---------- ---------
Net cash provided by operating activities........................................ 37,247 18,547
---------- ---------
Cash Flows From Investing Activities
Acquisitions of businesses........................................................... -- (1,733)
Capital expenditures................................................................. (4,702) (6,964)
Decrease in assets restricted for settlement of unpaid claims........................ 587 4,058
Proceeds from sale of assets......................................................... 11,882 7,857
Cash flows from discontinued operations.............................................. 19,698 --
---------- ---------
Net cash provided by investing activities........................................ 27,465 3,218
---------- ---------
Cash Flows From Financing Activities
Proceeds from issuance of debt....................................................... 17,200 --
Payments on debt and capital lease obligations....................................... (117,001) (60,527)
Proceeds from exercise of stock options and warrants................................. 141 866
Tax benefit related to exercise of stock options..................................... -- 9,424
Income tax payments made on behalf of stock optionee................................. -- (14,214)
Increase in cash collateral account.................................................. (372) (2,781)
---------- ---------
Net cash used in financing activities............................................ (100,032) (67,232)
---------- ---------
Net decrease in cash and cash equivalents.............................................. (35,320) (45,467)
Cash and cash equivalents at beginning of period....................................... 140,803 86,002
---------- ---------
Cash and cash equivalents at end of period............................................. $ 105,483 $ 40,535
---------- ---------
---------- ---------
</TABLE>

The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.

F-36
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1994
(UNAUDITED)

NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q.
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 of normal recurring
adjustments considered necessary for a fair presentation, have been included.
These financial statements should be read in conjunction with the audited
consolidated financial statements of the Company for the year ended September
30, 1993, included in the Company's Annual Report on Form 10-K.

NOTE B -- NATURE OF BUSINESS
The Company's business is seasonal in nature, with a reduced demand for
certain services generally occurring in the fourth fiscal quarter and around
major holidays, such as Thanksgiving and Christmas. The Company's business is
also subject to general economic conditions and other factors. Accordingly, the
results of operations for the interim periods are not necessarily indicative of
the results expected for the year.

NOTE C -- SUPPLEMENTAL CASH FLOW INFORMATION
Below is supplemental cash flow information related to the six months ended
March 31, 1993 and 1994:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED
MARCH 31,
--------------------
1993 1994
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Income taxes paid, net of refunds received........................... $ 9,525 $ 8,532
Interest paid, net of amounts capitalized............................ 36,184 16,331
Payments to ESOP..................................................... 52,669 30,000
</TABLE>

NOTE D -- LONG-TERM DEBT AND LEASES
Information with regard to the Company's long-term debt and capital lease
obligations at September 30, 1993 and March 31, 1994 follows (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1993 1994
------------- ----------
<S> <C> <C>
Financing under the Credit Agreement:
Tranche A Facility (6.75% at March 31, 1994)............................ $ 93,871 $ 65,932
Tranche B Facility (5.7375% to 8.375% at March 31, 1994)................ 67,619 37,619
Debentures due 2003 (net of discount of $43,997 at September 30, 1993 and
$42,622 at March 31, 1994)............................................... 156,003 157,378
8% to 16% Mortgage and other collateralized notes payable through 1998.... 21,502 19,916
Variable rate secured notes due through 2013 (2.15% to 2.5% at March 31,
1994).................................................................... 64,175 63,825
7.5% Swiss Bonds due currently............................................ 6,443 6,443
2.2% to 11.5% Capital lease obligations due through 2014.................. 11,965 11,780
------------- ----------
421,578 362,893
Less amounts due within one year...................................... 70,957 41,010
Less debt service funds............................................... 416 691
------------- ----------
$ 350,205 $ 321,192
------------- ----------
------------- ----------
</TABLE>

F-37
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1994
(UNAUDITED)

NOTE D -- LONG-TERM DEBT AND LEASES (CONTINUED)
The Company made a mandatory payment under the Credit Agreement of
approximately $3.1 million in January 1994 which represented actual excess cash
over estimated excess cash at September 30, 1993. Additionally, in January 1994
the Company made a voluntary prepayment under the Credit Agreement of $30
million.

On March 1, 1994 the Company made a mandatory prepayment under the Credit
Agreement of approximately $1.9 million which represented 75% of net proceeds
from asset sales and on March 31, 1994 made a scheduled payment of $2.5 million.

NOTE E -- STOCKHOLDERS' EQUITY

During December 1993, a former employee and director exercised approximately
2.2 million options to purchase shares of the Company's common stock and
surrendered approximately 570,000 of such optioned shares, valued at
approximately $14.2 million, as consideration for the payment of required
withholding taxes. As a result, the Company was required to make withholding tax
payments on behalf of the former employee of approximately $14.2 million which
was charged against additional paid-in capital. This charge was offset by a tax
benefit recorded in additional paid-in capital of approximately $9.4 million
related to additional stock option expense deductible for income tax purposes.

NOTE F -- CONTINGENCIES

GENERAL AND PROFESSIONAL LIABILITY
The Company is self-insured for a substantial portion of general and
professional liability risks. The reserves for self-insured general and
professional liability losses, including loss adjustment expenses, are based on
actuarial estimates using the Company's historical claims experience adjusted
for current industry trends. The reserve for unpaid claims is adjusted as such
claims mature, to reflect revised actuarial estimates based on actual
experience. While management and its actuaries believe that the present reserve
is reasonable, ultimate settlement of losses may vary from the amount provided.

LITIGATION
In addition to general and professional liability claims, the Company is
subject to other claims, suits, surveys and investigations. This includes a
federal investigation of certain business practices of a subsidiary of the
Company that operates one psychiatric hospital. In the opinion of management,
the ultimate resolution of such other pending legal proceedings will not have a
material adverse effect on the Company's financial position or results of
operations.

The Resolution Trust Corporation ("RTC"), for itself or in its capacity as
conservator or receivor for 12 financial institutions, formerly held certain
debt securities that were issued by the Company in 1988. RTC has indicated to
the Company that it believes that certain financial statements and other
disclosures made by the Company in connection with such debt securities
contained materially misleading statements or material omissions and that such
misleading statements or omissions resulted in an overvaluation of such debt
securities. Specifically, the RTC has indicated its belief that the Company's
financial statements overstated net income for the 1987 fiscal year and the
first three quarters of the 1988 fiscal year due to understatement of
contractual allowances and the allowance for bad debts and that the Company
believed, but did not disclose, that the factors described under "--Industry
Trends" would occur in the foreseeable future. The Company believes that the
financial institutions represented by RTC purchased in 1988 and 1989 $103.4
million face amount of subordinated debt securities originally issued by the
Company in September 1988. Although the RTC has not disclosed to the Company its
(or its financial institutions') trading losses from the purchases and sales of
these subordinated debt securities, the RTC has disclosed the dates purchases
and

F-38
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1994
(UNAUDITED)

NOTE F -- CONTINGENCIES (CONTINUED)

Sales were made and the face amounts of the subordinated debt securities
involved in these transactions. The Company believes that the trading losses
were approximately $45 million. The Company has agreed to a tolling of the
statute of limitations applicable to RTC's claims. Based on a review of relevant
law and the facts known to the Company, the Company believes it has a
substantial defense to a potential claim by RTC and that such claim would not
have a material adverse effect on the Company's financial position or results of
operations.

NOTE G -- ACQUISITION

NOTE H -- SUBSEQUENT EVENTS

On May 2, 1994 the Company entered into a Second Amended and Restated Credit
Agreement with certain financial institutions for a five-year reducing,
revolving credit facility in an aggregate committed amount of $300 million (the
"Revolving Credit Agreement"). Proceeds from the Revolving Credit Agreement were
or will be used (i) to refinance certain mortgage indebtedness of certain
subsidiaries of the Company in the principal amount of approximately $14.7
million and the loans to certain subsidiaries of the Company outstanding under
the Credit Agreement in the principal amount of approximately $46.8 million,
(ii) for continued credit enhancement of certain currently outstanding variable
rate demand notes issued by or for the benefit of certain subsidiaries of the
Company, and (iii) for working capital and other general corporate purposes,
including to finance, in part, the acquisition of the Target Hospitals and to
finance other permitted acquisitions and investments. As of May 2, 1994,
approximately $134.6 million in loans and letters of credit were outstanding
under the Revolving Credit Agreement.

The Revolving Credit Agreement will be reduced by the amounts and on the
dates indicated below:

<TABLE>
<CAPTION>
AMOUNT DATE
- -------------- -----------------
<S> <C>
$ 25,000,000 March 31, 1996
50,000,000 March 31, 1997
50,000,000 March 31, 1998
175,000,000 March 31, 1999
</TABLE>

F-39
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1994
(UNAUDITED)

NOTE H -- SUBSEQUENT EVENTS (CONTINUED)

asset sales, (ii) by an amount equal to 25% (or if a default or an event of
default exists, 100%) of the net proceeds of certain issuances or sales of the
Company's capital stock or other equity interests, except that no such reduction
shall be required if the Company meets specified financial ratios and no default
or event of default has occurred and is continuing, and (iii) by an amount equal
to the principal amount of permitted subordinated indebtedness (including,
without limitation, the Notes (as defined below)) subject to a required
repurchase or repurchase offer by the Company as a result of any asset sale. All
such reductions described in the foregoing clauses (i) through (iii) shall be
applied first on a pro rata basis to all scheduled reductions of the Revolving
Credit Agreement other than the last scheduled reduction of the Revolving Credit
Agreement, and thereafter to the last scheduled reduction.

Also on May 2, 1994, the Company issued $375 million of 11.25% Senior
Subordinated Notes which mature on April 15, 2004 (the "Notes") and are general
unsecured obligations of the Company. Interest on the Notes is payable
semi-annually on each April 15 and October 15, commencing on October 15, 1994.
Proceeds of $181.8 million from the sale of the Notes were used to defease and
redeem the Company's outstanding 7.5% Senior Subordinated Debentures due 2003.
Certain remaining proceeds will be used, along with proceeds from the Revolving
Credit Agreement, to finance the acquisition of NME facilities discussed above.
The Notes are guaranteed on an unsecured senior subordinated basis by certain of
the Company's existing subsidiaries and certain subsidiaries created after the
issuance of the Notes. Separate financial statements of the guarantor
subsidiaries are not presented because the Company believes they are not
material.

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICES
- --------------------------------------------------- -----------
<S> <C>
1999............................................... 105.625%
2000............................................... 103.750%
2001............................................... 101.875%
2002 and thereafter................................ 100.000%
</TABLE>

The indenture for the Notes contains certain covenants which, among other
things, restrict the Company's ability and the ability of certain of the
Company's subsidiaries to pay dividends, make unscheduled payments on
indebtedness that is subordinated in right of payment to the Notes or make
certain investments. The covenants also place limitations on the Company's
ability to incur additional indebtedness or liens and places restrictions on the
use of proceeds from asset sales.

F-40
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1994
(UNAUDITED)

NOTE I -- GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
MARCH 31, 1994
--------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
----------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Current Assets
Cash and cash equivalents............... $ 29,474 $ 8,674 $ 2,387 $ -- $ 40,535
Accounts receivable, net................ 129,231 1,937 (2,051) -- 129,117
Supplies................................ 4,557 67 309 -- 4,933
Other current assets.................... 5,971 105 22,343 (6,464) 21,955
----------- ------------- ------------ ------------ ------------
Total Current Assets.................. 169,233 10,783 22,988 (6,464) 196,540
Property and Equipment
Land.................................... 87,344 5,492 1,014 -- 93,850
Buildings and improvements.............. 300,316 5,132 2,320 -- 307,768
Equipment............................... 65,937 936 2,144 -- 69,017
----------- ------------- ------------ ------------ ------------
453,597 11,560 5,478 -- 470,635
Accumulated depreciation................ (42,405) (735) 31 -- (43,109)
Construction in progress................ 2,181 7 -- 6 2,194
----------- ------------- ------------ ------------ ------------
413,373 10,832 5,509 6 429,720
Other Long-Term Assets (1)................ 403,903 63,565 1,117,657 (1,484,930) 100,195
Reorganization Value in Excess of Amounts
Allocable to Identifiable Assets, net.... -- -- 41,601 -- 41,601
----------- ------------- ------------ ------------ ------------
$ 986,509 $ 85,180 $1,187,755 $(1,491,388) $ 768,056
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable........................ $ 30,830 $ 597 $ 7,594 $ -- $ 39,021
Accrued expenses and other current
liabilities............................ 90,551 858 41,582 2,050 135,041
Current maturities of long-term debt and
capital lease obligations.............. 5,693 109 35,208 -- 41,010
----------- ------------- ------------ ------------ ------------
Total Current Liabilities............. 127,074 1,564 84,384 2,050 215,072
Long-Term Debt and Capital Lease
Obligations.............................. 134,990 1,451 547,750 (362,999) 321,192
Deferred Income Taxes..................... -- 971 38,064 (2,596) 36,439
Reserve for Unpaid Claims................. -- 42,504 62,415 (6,651) 98,268
Deferred Credits and Other Long-Term
Liabilities (1).......................... 204,844 1,626 33,614 (225,108) 14,976
Stockholders' Equity
Common Stock, par value $0.25 per share
Authorized -- 80,000,000 shares
Issued and outstanding -- 26,750,950
shares................................. 2,834 587 6,686 (3,419) 6,688
Other Stockholders' Equity
Additional paid-in capital............ 717,603 30,455 467,795 (975,691) 240,162
Retained Earnings (Accumulated
deficit)............................. (199,745) 7,041 47,512 83,026 (62,166)
Unearned compensation under ESOP...... -- -- (98,125) -- (98,125)
Warrants outstanding.................. -- -- 182 -- 182
Cumulative foreign currency
adjustments.......................... (1,091) (1,019) (2,522) -- (4,632)
----------- ------------- ------------ ------------ ------------
Stockholders' Equity................ 519,601 37,064 421,528 (896,084) 82,109
Commitments and Contingencies
----------- ------------- ------------ ------------ ------------
$ 986,509 $ 85,180 $1,187,755 $(1,491,388) $ 768,056
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------
<FN>
- ------------------------------
(1) Elimination entry related to intercompany receivables and payables and
investment in consolidated subsidiaries.
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an integral part of these balance sheets.

F-41
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1994
(UNAUDITED)

NOTE I -- GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED MARCH 31, 1993
--------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
----------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net revenue....................................... $ 472,746 $ 7,215 $ (10,401) $ (10,010) $ 459,550
Costs and expenses
Operating and administrative expenses........... 473,620 5,547 (145,789) (10,011) 323,367
Bad debt expense................................ 35,775 94 (999) -- 34,870
Depreciation and amortization................... 14,065 218 (481) -- 13,802
Amortization of reorganization value in excess
of amounts allocable to identifiable assets.... -- -- 21,500 -- 21,500
Interest, net................................... (2,659) 30 39,936 -- 37,307
ESOP expense.................................... 16,625 -- 1,344 1 17,970
Stock option expense............................ -- -- 31,277 -- 31,277
----------- ------------- ------------ ------------ ------------
537,426 5,889 (53,212) (10,010) 480,093
----------- ------------- ------------ ------------ ------------
Income (Loss) from continuing operations before
income taxes and extraordinary item.............. (64,680) 1,326 42,811 -- (20,543)
Provision for income taxes........................ -- -- -- 364 364
----------- ------------- ------------ ------------ ------------
Income (Loss) from continuing operations.......... (64,680) 1,326 42,811 (364) (20,907)
Income (Loss) from discontinued operations........ 16,170 2,971 (19,098) (6,051) (6,008)
----------- ------------- ------------ ------------ ------------
Net income (loss)................................. $ (48,510) $ 4,297 $ 23,713 $ (6,415) $ (26,915)
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Cash provided by (used in) operating activities... $ (62,658) $ (1,596) $ 101,501 $ -- $ 37,247
Cash provided by investing activities............. 21,351 760 5,354 -- 27,465
Cash used in financing activities................. (6,369) -- (93,663) -- (100,032)
----------- ------------- ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents...................................... (47,676) (836) 13,192 -- (35,320)
Cash and cash equivalents at beginning of
period........................................... 114,178 2,140 24,485 -- 140,803
----------- ------------- ------------ ------------ ------------
Cash and cash equivalents at end of period........ $ 66,502 $ 1,304 $ 37,677 $ -- $ 105,483
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an integral part of these statements.

F-42
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1994
(UNAUDITED)

NOTE I -- GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED MARCH 31, 1994
--------------------------------------------------------------------
CHARTER
MEDICAL
CORPORATION CONSOLIDATED
GUARANTOR NONGUARANTOR (PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION) ENTRIES TOTAL
----------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net revenue....................................... $ 415,888 $ 10,591 $ 2,421 $ (7,473) $ 421,427
Costs and expenses
Operating and administrative expenses........... 443,913 8,708 (139,558) (7,474) 305,589
Bad debt expense................................ 32,559 (44) (227) -- 32,288
Depreciation and amortization................... 12,768 454 357 -- 13,579
Amortization of reorganization value in excess
of amounts allocable to identifiable assets.... -- -- 15,600 -- 15,600
Interest, net................................... (8,310) 11 25,090 (6) 16,785
ESOP expense.................................... 22,406 -- 2,090 103 24,599
Stock option expense............................ -- -- 6,851 -- 6,851
----------- ------------- ------------ ------------ ------------
503,336 9,129 (89,797) (7,377) 415,291
----------- ------------- ------------ ------------ ------------
Income (Loss) before income taxes................. (87,448) 1,462 92,218 (96) 6,136
Provision for income taxes........................ -- -- -- 8,879 8,879
----------- ------------- ------------ ------------ ------------
Net income (loss)................................. $ (87,448) $ 1,462 $ 92,218 $ (8,975) $ (2,743)
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Cash provided by (used in) operating activities... $ (14,423) $ 5,222 $ 27,748 $ -- $ 18,547
Cash provided by investing activities............. 1,250 723 1,245 -- 3,218
Cash used in financing activities................. (2,500) (27) (64,705) -- (67,232)
----------- ------------- ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents...................................... (15,673) 5,918 (35,712) -- (45,467)
Cash and cash equivalents at beginning of
period........................................... 45,147 2,756 38,099 -- 86,002
----------- ------------- ------------ ------------ ------------
Cash and cash equivalents at end of period........ $ 29,474 $ 8,674 $ 2,387 $ -- $ 40,535
----------- ------------- ------------ ------------ ------------
----------- ------------- ------------ ------------ ------------
</TABLE>

The accompanying Notes to Condensed Consolidating Financial Statements
are an integral part of these statements.

F-43
<PAGE>

NOTE I -- GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

GENERAL -- These condensed consolidating financial statements reflect the
Guarantors under the 11 1/4% Senior Subordinated Notes and the New Credit
Agreement consummated in May 1994. (See Note H). The direct and indirect
Guarantors are wholly owned by Charter or a Guarantor Subsidiary of Charter.
Separate financial statements of the Guarantors are not presented because the
Guarantors are jointly, severally and unconditionally liable under the
guarantee, and the Company believes the condensed consolidating financial
statements presented are more meaningful in understanding the financial position
of the Guarantor Subsidiaries, and the separate financial statements are deemed
not material to investors.

DISTRIBUTIONS -- There are no restrictions on the ability of the Guarantor
Subsidiaries to make distributions to Charter.

F-44
<PAGE>
The Board of Directors
National Medical Enterprises, Inc. and
Charter Medical Corporation:

We have audited the accompanying combined balance sheets of the Selected
Psychiatric Hospitals of National Medical Enterprises, Inc. (the "Selected
Psychiatric Hospitals") as of May 31, 1993 and the related combined statements
of operations, owners' equity and cash flows for each of the years in the
two-year period ended May 31, 1993. These combined financial statements are the
responsibility of management of National Medical Enterprises, Inc. ("NME"). Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

We conducted our audits 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 financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

As discussed in Note 9 to the combined financial statements, NME and certain
of its subsidiaries at May 31, 1993 were engaged in various lawsuits and were
the subject of governmental investigations concerning possible improper
practices, some of which may have involved practices of certain of the Selected
Psychiatric Hospitals. Subsequent to May 31, 1993, the majority of these
lawsuits were settled, and on June 29, 1994, NME entered into a settlement
agreement with certain Federal government agencies which finalized all of its
open investigations of NME. While NME agreed to pay substantial amounts as part
of these settlements and agreements, no settlement amounts have been
specifically attributed to individual facilities.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Selected
Psychiatric Hospitals of National Medical Enterprises, Inc. as of May 31, 1993
and the results of their combined operations and their cash flows for each of
the years in the two-year period ended May 31, 1993 in conformity with generally
accepted accounting principles.

/s/ KPMG Peat Marwick

--------------------------------------

Los Angeles, California
July 19, 1993, except as to Note 9,
which is as of June 29, 1994 and
Note 10, which is as of June 30, 1994.

F-45
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

COMBINED BALANCE SHEET
MAY 31, 1993
(DOLLARS IN THOUSANDS)

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................................... $ 4,071
Accounts receivable, net of allowance for bad debts............................. 56,944
Inventories of supplies, at cost................................................ 2,265
Prepaid expenses and other assets............................................... 2,605
---------
Total current assets........................................................ 65,885
Other long term assets............................................................ 9,192
Property, plant and equipment, net................................................ 286,462
Preopening costs and other intangible assets, at cost, net of accumulated
amortization of $24,502.......................................................... 18,101
---------
$ 379,640
---------
---------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt............................................... $ 198
Accounts payable................................................................ 18,667
Employee compensation and benefits.............................................. 10,137
Allowance for loss on sale of selected hospitals................................ 6,464
Other current liabilities....................................................... 9,247
---------
Total current liabilities................................................... 44,713

Long-term debt, net of current portion............................................ 6,196
Minority interest................................................................. 4,390
Other long-term liabilities....................................................... 1,925
Due to owners and affiliates...................................................... 137,395

Commitments and contingencies

Owners' equity.................................................................... 185,021
---------
$ 379,640
---------
---------
</TABLE>

See accompanying notes to combined financial statements.

F-46
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED MAY 31, 1992 AND 1993
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
1992 1993
---------- ----------
<S> <C> <C>
Net operating revenues.................................................................... $ 537,218 $ 407,525
---------- ----------
Operating and administrative expenses..................................................... 424,985 351,281
Intercompany fees and allocations......................................................... 66,962 53,252
Depreciation and amortization............................................................. 32,137 21,826
Provision for loss on sale of selected hospitals.......................................... 2,202 4,262
Minority interest in earnings of certain hospitals........................................ 1,652 1,185
Interest, net of capitalized portion of $314 in 1992 and $61 in 1993...................... 11,012 11,906
---------- ----------
Total costs and expenses.............................................................. 538,950 443,712
---------- ----------
Loss before income tax benefit............................................................ (1,732) (36,187)
Income tax benefit........................................................................ (439) (13,121)
---------- ----------
Net loss.................................................................................. $ (1,293) $ (23,066)
---------- ----------
---------- ----------
</TABLE>

See accompanying notes to combined financial statements.

F-47
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED MAY 31, 1992 AND 1993
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
1992 1993
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)....................................................................... $ (1,293) $ (23,066)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization......................................................... 32,137 21,826
Provisions for losses on accounts receivable.......................................... 36,812 20,273
Provision for minority interest....................................................... 1,652 1,185
Provision for loss on sale of selected hospitals...................................... 2,202 4,262
Non-cash income tax benefit........................................................... (439) (13,121)
Changes in operating assets and liabilities:
Accounts and notes receivable....................................................... 11,723 (11,232)
Inventories of supplies............................................................. 431 2
Other current assets................................................................ (486) 4,664
Pre-opening costs................................................................... (18) (4,399)
Accounts payable and other accrued expenses......................................... 3,904 (151)
Other current liabilities........................................................... 1,074 (3,947)
Minority interest................................................................... (1,465) (840)
Other long term liabilities......................................................... (260) (191)
---------- ----------
Net cash provided by (used in) operating activities..................................... 85,974 (4,735)
---------- ----------
Cash flows from investing activities:
Purchases of property, plant and equipment.............................................. (31,077) (30,421)
---------- ----------
Net cash used in investing activities................................................... (31,077) (30,421)
---------- ----------
Cash flows from financing activities:
Proceeds from borrowings................................................................ 4,111 0
Principal payments on long term debt and capitalized leases............................. (1,688) (635)
Net change in amounts due from parent and affiliates.................................... (53,667) 41,582
Dividends paid to owners................................................................ (6,186) (3,685)
---------- ----------
Net cash provided by (used in) financing activities..................................... (57,430) 37,262
---------- ----------
Net increase (decrease) in cash and cash equivalents...................................... (2,533) 2,106
Cash and cash equivalents at beginning of period.......................................... 4,498 1,965
---------- ----------
Cash and cash equivalents at end of period................................................ $ 1,965 $ 4,071
---------- ----------
---------- ----------
</TABLE>

See accompanying notes to combined financial statements

F-48
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.
COMBINED STATEMENTS OF OWNERS' EQUITY
YEARS ENDED MAY 31, 1992 AND 1993
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
OWNERS'
EQUITY
----------
<S> <C>
Balance, May 31, 1991................................................................................. $ 219,251
Net loss.............................................................................................. (1,293)
Dividends paid........................................................................................ (6,186)
----------
Balance, May 31, 1992................................................................................. 211,772

Net loss.............................................................................................. (23,066)
Dividends paid........................................................................................ (3,685)
----------
Balance, May 31, 1993................................................................................. $ 185,021
----------
----------
</TABLE>

See accompanying notes to combined financial statements.

F-49
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
MAY 31, 1992 AND 1993

1. SIGNIFICANT ACCOUNTING POLICIES
The combined financial statements have been prepared in connection with the
acquisition by certain subsidiaries of Charter Medical Corporation (Charter) of
substantially all of the assets of the 36 psychiatric hospitals, eight
chemical-dependency treatment facilities, two residential treatment centers and
one physician outpatient practice, including related outpatient facilities and
other associated assets, (collectively the "Selected Hospitals") from various
subsidiaries of National Medical Enterprises, Inc. ("NME"), which transaction is
described in more detail in Note 10.

The combined financial statements present the historical combined financial
position and results of operations of the Selected Hospitals and, as a result,
include certain assets and liabilities of the Selected Hospitals that Charter
will not acquire or assume as part of the transaction described in Note 10.

Several of the Selected Hospitals are owned and/or operated by partnerships
in which NME currently owns a controlling interest. It is anticipated that NME's
interest in these partnerships will be transferred as part of the transaction
described in Note 10. These Selected Hospitals have been consolidated in the
financial statements with the respective minority interests being recorded.
Significant intercompany accounts and transactions between the Selected
Hospitals have been eliminated.

NET OPERATING REVENUES

Net operating revenues consist primarily of net patient service revenues
which are based on the hospitals' established billing rates less allowances and
discounts principally for patients covered by Medicare, Medicaid and other
contractual programs. These allowances and discounts were $324,555,000 in 1992
and $255,103,000 in 1993. Payments under these programs are based on either
predetermined rates or the costs of services. Settlements for retrospectively
determined rates are estimated in the period in which the related services are
rendered and are adjusted in future periods as final settlements are determined.
Management believes that adequate provision has been made for adjustments that
may result from final determination of amounts earned under these programs.
Approximately 19% of net operating revenues in 1992 and approximately 29% of net
operating revenues in 1993 is from the participation of the Selected Hospitals
in Medicare and Medicaid programs.

The Selected Hospitals provide care without charge or at amounts
substantially less than their established rates to patients who meet certain
financial or economic criteria. Because the Selected Hospitals do not pursue
collection of amounts determined to qualify as charity care, they are not
reported as gross revenue and are not included in deductions from revenue or in
operating and administrative expenses.

Bad debt expense for estimated uncollectible accounts receivable, net of
recoveries, is included in operating and administrative expenses and was
$36,812,000 in 1992 and $20,273,000 in 1993.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost, net of accumulated
depreciation. The Selected Hospitals principally use the straight-line method of
depreciation for buildings, improvements and equipment over their estimated
useful lives as follows: buildings and improvements -- generally 20 to 50 years;
equipment -- 3 to 15 years.

INTANGIBLE ASSETS

Preopening costs are generally amortized over 3 to 5 years. Costs in excess
of the fair value of identifiable net assets of purchased businesses are
generally amortized over 40 years. The straight-line method is used to amortize
most intangible assets.

F-50
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1992 AND 1993

1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LEASES

Capital leases are recorded at the beginning of the lease term as assets and
liabilities at the lower of the present value of the minimum lease payments or
the fair value of the assets.

CASH EQUIVALENTS

The Selected Hospitals treat highly liquid investments with an original
maturity of three months or less as cash equivalents.

INCOME TAXES

The operations of the Selected Hospitals are included in the NME
consolidated Federal income tax return and in various unitary and consolidated
State income tax returns. NME charges or credits the Selected Hospitals for
amounts from applicable separate State income tax returns, if any, and allocates
to such hospitals a charge or credit for current and deferred income tax expense
attributable to consolidated and unitary Federal and State income taxes. These
allocations approximate income tax expense which would be calculated on a stand
alone basis. Such allocations are recorded as Due to Owners and Affiliates.

Deferred taxes assets and liabilities attributable to timing differences of
the Selected Hospitals are recorded on the books of an affiliate.

2. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash, cash equivalents, accounts receivable, accounts
payable and interest payable approximates fair value because of the short
maturity of these instruments. The fair value of the Selected Hospitals'
long-term debt, (1) calculated by discounting scheduled cash flows through the
estimated maturity using estimated market discount rates that reflect the credit
and interest rate risk inherent in the loans, or (2) based on current rates
available for debt of the same remaining maturities available to NME, also
approximates carrying value.

3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following at May 31, 1993 (in
thousands):

<TABLE>
<S> <C>
Land...................................................... $ 33,483
Buildings and improvements................................ 265,554
Constructions in progress................................. 2,195
Equipment................................................. 73,006
Facilities under capital leases........................... 1,548
---------
375,786
Less accumulated depreciation............................. 89,324
---------
$ 286,462
---------
---------
</TABLE>

4. RELATED PARTY TRANSACTIONS
Certain Selected Hospitals participate in the NME cash management program
which requires that cash deposits be transferred to NME-controlled bank
accounts. In this system, generally all cash accounts are zero-balance accounts.
Increases and decreases in the NME intercompany account are principally a
function

F-51
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1992 AND 1993

4. RELATED PARTY TRANSACTIONS (CONTINUED)

of cash flow and accrued interest (10% in 1992 and 1993) and noncash entries for
certain overhead and expense transfers. Intercompany charges reflected in the
combined financial statements are summarized as follows (in thousands):

<TABLE>
<CAPTION>
1992 1993
--------- ---------
<S> <C> <C>
Interest expense on intercompany borrowings....................................... $ 10,680 11,058
Insurance premiums................................................................ 7,470 9,563
Hospital management salaries, bonuses and data processing costs allocated from
parent........................................................................... 11,058 12,099
Other corporate overhead allocations.............................................. 66,962 53,252
--------- ---------
$ 96,170 85,972
--------- ---------
--------- ---------
</TABLE>

Total interest expense was calculated monthly at a rate of 10% on balances
with NME and NME-owned entities for the years ended May 31, 1992 and 1993.

Operating and administrative expenses include gross insurance premiums of
approximately $7,470,000 and $9,563,000 paid to Health Facilities Insurance
Corporation, Ltd. (HFIC), a wholly owned subsidiary of NME, for professional and
other insurance coverage for the years ended May 31, 1992 and 1993,
respectively.

NME provides certain management and administrative services to the Selected
Hospitals for which it charges a fee. Each of the Selected Hospitals is
allocated a portion of the fee based on a specified percentage of gross revenues
earned. Fees of $78,020,000 and $65,351,000 were paid to NME for the years ended
May 31, 1992 and 1993, respectively. Of these amounts, $11,058,000 and
$12,099,000 are reported as operating and administrative expenses in the
accompanying statements of operations for the years ended May 31, 1992 and 1993,
respectively. The remainder of these fees are included in intercompany fees and
allocations in the accompanying combined statements of operations.

5. LONG-TERM DEBT
Long-term debt of the Selected Hospitals at May 31, 1993 is as follows (in
thousands):

<TABLE>
<S> <C>
Notes secured by property, plant and equipment at rates
ranging from 6% to 11.25%.................................. $ 5,423
Obligations under capital leases at rates ranging from 4.8%
to 14.71%.................................................. 971
---------
6,394
Less current portion........................................ 198
---------
$ 6,196
---------
---------
</TABLE>

F-52
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1992 AND 1993

5. LONG-TERM DEBT (CONTINUED)
Minimum principal payments on long-term debt for the five years subsequent
to May 31, 1993 are as follows (in thousands):

<TABLE>
<S> <C>
1994........................................................ $ 198
1995........................................................ 730
1996........................................................ 804
1997........................................................ 841
1998........................................................ 918
Thereafter.................................................. 2,903
---------
$ 6,394
---------
---------
</TABLE>

Interest paid to third parties totaled $668,000 and $915,000 during the
years ended May 31, 1992 and 1993, respectively.

6. INCOME TAX BENEFIT
Income tax benefits allocated by NME for the years ended May 31 consist of
the following amounts (in thousands):

<TABLE>
<CAPTION>
1992 1993
--------- ----------
<S> <C> <C>
Current payable
Federal..................................................... $ (2,051) $ (16,219)
State....................................................... 2,247 (2,166)
--------- ----------
196 (18,385)
--------- ----------
Deferred taxes:
Federal..................................................... (6) 4,144
State....................................................... (629) 1,120
--------- ----------
(635) 5,264
--------- ----------
Total tax benefit......................................... $ (439) $ (13,121)
--------- ----------
--------- ----------
</TABLE>

Effective June 1, 1993, NME adopted Statement of Financial Accounting
Standard No. 109, "Accounting for Income Taxes" (SFAS 109). Among other
provisions, this standard requires deferred tax balances to be determined using
enacted tax rates for the years in which the taxes will actually be paid or
refunds received. At May 31, 1993, deferred tax accounts recorded by an
affiliate applicable to the Selected Hospitals' timing differences reflect the
statutory rates that were in effect when the deferrals were initiated. Upon
adoption, such deferred tax accounts applicable to the temporary differences of
Selected Hospitals will be adjusted and the affiliate will recognize an income
tax benefit on account of the change of method. Selected Hospitals will continue
to receive an allocation of current and deferred income tax expense, modified to
reflect the principles contained in SFAS 109.

The main difference between the Federal statutory rate of 34% and the
effective tax rate is attributable to state income taxes, net of Federal income
tax benefit.

F-53
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1992 AND 1993

7. LEASE OBLIGATIONS
Future minimum lease payments for operating leases for the next five years
are as follows (in thousands):

<TABLE>
<S> <C>
1994....................................................... $ 4,489
1995....................................................... 4,935
1996....................................................... 3,383
1997....................................................... 3,388
1998....................................................... 3,025
Thereafter................................................. 3,439
---------
$ 22,659
---------
---------
</TABLE>

Rental expense under operating leases, including contingent rent expense and
short-term leases, was $10,365,000 in 1992 and $9,333,000 in 1993.

8. PROFESSIONAL AND GENERAL LIABILITY INSURANCE
The professional and comprehensive general liability risks of the Selected
Hospitals are insured by HFIC. The coverage provided is limited to $25,000,000
per occurrence with an annual aggregate limit of $25,000,000. HFIC reinsures
risks in excess of $500,000 per occurrence with major insurance carriers.

The Selected Hospitals also have umbrella coverage with major insurance
carriers for losses above the limits provided by HFIC. The excess coverage
provided is limited to $75,000,000 per occurrence with an annual aggregate limit
of $75,000,000.

Management believes that adequate provision has been made for adjustments
that may result from final determination of amounts earned under the
Medicare/Medicaid and other contractual programs described in Note 1. Such
amounts, however, are necessarily based upon estimates and the amounts
ultimately realized may vary substantially from these estimates.

9. OTHER CONTINGENCIES

UNUSUAL LEGAL PROCEEDINGS

At May 31, 1993, NME and certain of its subsidiaries, including those that
own the Selected Hospitals, were involved in significant lawsuits and
governmental investigations concerning possible improper practices related
principally to its psychiatric business. The suits sought compensatory and
punitive damages and, in some cases, attorneys fees. At May 31, 1993, neither
the ultimate disposition of the unusual lawsuits, investigations and claims nor
the amount of liabilities or losses arising from them could be determined.
Furthermore, at May 31, 1993, NME and NME's subsidiaries expected to incur
substantial legal charges until these matters could be disposed of, for which
NME established a reserve. As of August 31, 1993, NME recorded additional
reserves to estimate the cost of the ultimate disposition of the significant
lawsuits, the majority of which have been settled subsequent to August 31, 1993.
On June 29, 1994, NME entered into a settlement agreement with various federal
agencies which becomes effective once approved by a federal judge. Pursuant to
the terms of the agreement, NME is to pay approximately $362,700,000 to conclude
the federal investigations. In addition, NME also reached an
agreement-in-principle, which is expected to be finalized within 30 days, with
28 states to pay an additional $16,300,000 to resolve potential claims related
to certain of its psychiatric hospitals. As a result, NME recorded an additional
reserve at February 28, 1994 to estimate the costs of the ultimate disposition
of all federal and state investigations.

The aggregate amount of the reserves recorded in connection with these
settlements and agreements as of February 28, 1994 amounted to $690,000,000.
These settlements and agreements were reached in the

F-54
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1992 AND 1993

9. OTHER CONTINGENCIES (CONTINUED)
aggregate and were not allocated or apportioned to individual facilities.
Accordingly, none of these reserves have been reflected in the accompanying
combined financial statements, nor has any provision for any liability resulting
from the ultimate disposition of these matters been recognized in such financial
statements.

10. SUBSEQUENT EVENTS

On November 30, 1993, NME decided to discontinue its psychiatric business by
disposing of substantially all of its psychiatric hospitals and substance abuse
facilities. Accordingly, the Selected Hospitals included in these financial
statements have been written down by approximately $170,000,000 to their
realizable value as of November 30, 1993.

On March 29, 1994, NME entered into an asset sale agreement (the "Asset Sale
Agreement") with Charter to sell substantially all the assets of the Selected
Hospitals to certain subsidiaries of Charter. The transaction is subject to
review by the Federal Trade Commission under the Hart-Scott-Rodino Act and other
regulatory approvals. On June 28, 1994, NME and Charter received the necessary
approvals on 30 of the 47 Selected Hospitals, and effective June 30, 1994, they
closed the sale of 27 of the 30 facilities. NME and Charter are responding to
the Federal Trade Commission's request for additional information related to the
purchase of the remaining 17 facilities.

Under the terms of the Asset Sale Agreement, the aggregate purchase price
for substantially all of the assets (excluding working capital) of the Selected
Hospitals is approximately $147,000,000. If one or more of the Selected
Hospitals is not acquired due to certain conditions, the purchase price will be
adjusted. Pursuant to the Asset Sale Agreement, certain working capital items
also are to be sold to Charter for additional consideration equal to their net
book value as of closing.

F-55
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

UNAUDITED COMBINED CONDENSED BALANCE SHEET
FEBRUARY 28, 1994
(DOLLARS IN THOUSANDS)

ASSETS

<TABLE>
<S> <C>
Current assets:
Cash and cash equivalents....................................................... $ 2,019
Accounts receivable, net of allowance for bad debts............................. 65,707
Inventories of supplies, at cost................................................ 2,328
Assets held for sale............................................................ 126,943
Prepaid expenses and other assets............................................... 3,122
---------
Total current assets.......................................................... 200,119
Other long-term assets............................................................ 1,553
---------
$ 201,672
---------
---------

LIABILITIES AND OWNERS' EQUITY

Current liabilities:
Current portion of long-term debt............................................... $ 680
Accounts payable................................................................ 9,107
Employee compensation and benefits.............................................. 8,529
Accrued insurance............................................................... 12,270
Other current liabilities....................................................... 9,170
---------
Total current liabilities..................................................... 39,756
Long-term debt, net of current portion............................................ 5,169
Minority interests................................................................ 4,710
Other long-term liabilities....................................................... 1,446
Due to owners and affiliates...................................................... 73,655
Owners' equity.................................................................... 76,936
---------
$ 201,672
---------
---------
</TABLE>

See accompanying note to unaudited combined condensed financial statements.

F-56
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.
UNAUDITED COMBINED CONDENSED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED FEBRUARY 28, 1993 AND 1994
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
1993 1994
---------- -----------
<S> <C> <C>
Net operating revenues................................................................... $ 309,273 $ 265,160
---------- -----------
Operating and administrative expenses.................................................... 268,206 228,326
Intercompany fees and allocations........................................................ 42,540 40,086
Depreciation and amortization............................................................ 16,396 9,274
Provision for loss on sale of selected hospitals......................................... 4,262 170,289
Minority interests in earnings of certain selected hospitals............................. 921 320
Interest, net of capitalized portion..................................................... 8,578 9,076
---------- -----------
Total costs and expenses............................................................... 340,903 457,371
---------- -----------
Loss before income tax benefit........................................................... (31,630) (192,211)
Income tax benefit....................................................................... (11,703) (71,118)
---------- -----------
Net loss................................................................................. $ (19,927) $ (121,093)
---------- -----------
---------- -----------
</TABLE>

See accompanying note to unaudited combined condensed financial statements.

F-57
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.

UNAUDITED COMBINED CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 1993 AND 1994
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
1993 1994
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................................................... $ (19,927) $ (121,093)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization........................................................ 16,396 9,274
Provisions for losses on accounts receivable......................................... 17,556 12,365
Minority interest in earnings of certain selected hospitals.......................... 921 320
Provision for loss on sale of selected hospitals..................................... 4,262 170,289
Non-cash income tax benefit.......................................................... (11,703) (71,118)
Changes in operating assets and liabilities:
Accounts receivable................................................................ (7,893) (21,127)
Inventories of supplies............................................................ (182) (63)
Other current assets............................................................... 4,288 (119)
Pre-opening costs.................................................................. (2,720) (1,094)
Accounts payable and other accrued expenses........................................ 1,018 1,100
Other current liabilities.......................................................... (3,972) (77)
Other long term liabilities........................................................ (152) (479)
---------- -----------
Net cash provided by (used in) operating activities.................................... (2,108) (21,822)
---------- -----------
Cash flows from investing activities:
Purchases of property, plant and equipment............................................. (24,340) (1,875)
---------- -----------
Net cash used in investing activities.................................................. (24,340) (1,875)
---------- -----------
Cash flows from financing activities:
Principal payments on long term debt and capitalized leases............................ (469) (545)
Net change in amounts due from owners and affiliates................................... 27,437 22,190
---------- -----------
Net cash provided by (used in) financing activities.................................... 26,968 21,645
---------- -----------
Net increase (decrease) in cash and cash equivalents..................................... 520 (2,052)
Cash and cash equivalents at beginning of period......................................... 1,965 4,071
---------- -----------
Cash and cash equivalents at end of period............................................... $ 2,485 $ 2,019
---------- -----------
---------- -----------
</TABLE>

See accompanying note to unaudited combined condensed financial statements.

F-58
<PAGE>
SELECTED PSYCHIATRIC HOSPITALS OF
NATIONAL MEDICAL ENTERPRISES, INC.
NOTE TO UNAUDITED COMBINED CONDENSED INTERIM FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 1993 AND 1994

The unaudited combined condensed interim financial statements present the
historical combined financial position and results of operations of the Selected
Hospitals and, as a result, include certain assets and liabilities of the
Selected Hospitals that Charter will not acquire or assume as part of the
transaction. These financial statements reflect the adjustments that are, in the
opinion of NME, necessary to present fairly the combined financial position and
results of operations for the periods indicated. The adjustments are of a normal
recurring nature, except for those items discussed in Notes 6 and 9 to the
combined financial statements as of May 31, 1992 and May 31, 1993 and for the
write-down of assets to realizable value discussed below.

It is presumed that users of this interim financial information have read or
have access to the combined financial statements of the Selected Hospitals for
the preceding fiscal year (which appear elsewhere herein) and that the adequacy
of additional disclosure needed for a fair presentation may be determined in
that context. Accordingly, footnote and other disclosure which would
substantially duplicate the disclosure in the annual financial statements
contained elsewhere herein has been omitted. The interim financial information
herein is not necessarily representative of operations for a full year for
various reasons, including levels of occupancy, interest rates, facility
acquisitions and disposals, revenue allowance and discount fluctuations, the
timing of price changes, fluctuations in quarterly tax rates and the recording
of unusual reserves. These same considerations apply to all year-to-year
comparisons.

On November 30, 1993, NME decided to discontinue its psychiatric business by
disposing of substantially all of its psychiatric hospitals and substance abuse
facilities. Accordingly, the Selected Hospitals included in these financial
statements have been written down to their realizable value as of November 30,
1993. Such realizable value was determined based upon the terms of the proposed
transaction with Charter.

During the nine months ended February 28, 1994, NME adopted the provisions
of Financial Accounting Standards No. 109, "Accounting for Income Taxes", and,
accordingly, changed its tax allocation method to conform with the provisions of
that statement. The allocated current and deferred income tax expense was not
materially different than that which would have been allocated under NME's
previous tax allocation methodology.

Deferred tax assets and liabilities relating to the assets and liabilities
of the Selected Hospitals are recorded on the books of an affiliate. As of June
1, 1993, these amounts were as follows (in thousands):

<TABLE>
<CAPTION>
DEFERRED TAX
----------------------
ASSETS LIABILITIES
--------- -----------
<S> <C> <C>
Depreciation and fixed asset basis differences..................................... $ -- 21,876
Receivables -- adjustments and allowances.......................................... 3,160 --
Cash basis accounting charge....................................................... -- 8,791
Intangible assets.................................................................. -- 4,592
Deferred Compensation.............................................................. 661 --
Other accrued liabilities.......................................................... 639 --
Investments........................................................................ -- 170
--------- -----------
$ 4,460 35,429
--------- -----------
--------- -----------
</TABLE>

F-59
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE EXCHANGE OFFER. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CHARTER OR
THE INITIAL PURCHASERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY THE NOTES IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

--------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Summary........................................ 1
The Company.................................... 10
Risk Factors................................... 10
The Acquisition................................ 14
Use of Proceeds................................ 17
Capitalization................................. 18
Selected Historical Consolidated Financial and
Statistical Information...................... 19
Target Hospital Selected Financial
Information.................................. 21
Unaudited Pro Forma Financial Information...... 22
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 30
Business....................................... 39
Management..................................... 54
Executive Compensation......................... 55
Security Ownership of Certain Beneficial Owners
and Management............................... 57
Certain Relationships and Related
Transactions................................. 57
The Exchange Offer............................. 58
Plan of Distribution........................... 67
Description of the Notes....................... 68
Summary of New Credit Agreement................ 88
Federal Income Tax Consequences of the Exchange
Offer........................................ 92
Legal Matters.................................. 92
Experts........................................ 92
Available Information.......................... 92
Index to Financial Statements.................. F-1
</TABLE>

$375,000,000
[LOGO]

CHARTER MEDICAL CORPORATION

OFFER TO EXCHANGE ITS
11 1/4% SERIES A
SENIOR SUBORDINATED
NOTES DUE 2004
FOR ANY AND ALL OF ITS
OUTSTANDING
11 1/4% SENIOR SUBORDINATED
NOTES DUE 2004

-----------------------------
PROSPECTUS
-----------------------------

, 1994

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Delaware corporation. Section 145 of the Delaware General
Corporation Law (the "DGCL") provides that a Delaware corporation has the power
to indemnify its officers and directors in certain circumstances.

Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of his service as director, officer, employee or agent of the
corporation, or his service, at the corporation's request, as a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided that such director or officer acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to believe his
conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) or (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; provided
that indemnification provided for by Section 145 or granted pursuant thereto
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

Article VII of the By-laws of the Company provide in substance that the
Company shall indemnify directors and officers against all liability and related
expenses incurred in connection with the affairs of the Company if: (a), in the
case of action not by or in the right of the Company, the director or officer
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and (with respect to a criminal
proceeding) had no reasonable cause to believe his conduct was unlawful; and
(b), in the case of actions by or in the right of the Company, the director or
officer acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, provided that no
indemnification shall be made for a claim as to which the director or officer is
adjudged liable for negligence or misconduct unless (and only to the extent
that) an appropriate court determines that, in view of all the circumstances,
such person is fairly and reasonably entitled to indemnity.

II-1
<PAGE>
In addition, Section 102(b)(7) of the DGCL permits Delaware corporations to
include a provision in their certificates of incorporation eliminating or
limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payment of dividends or other unlawful distributions, or (iv) for any
transactions from which the director derived an improper personal benefit.
Article Twelfth of the Company's Certificate of Incorporation sets for such a
provision.

For the undertaking with respect to indemnification, see Item 22 herein.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<S> <C>
2(a) Incorporation, Conveyance and Stock Purchase Agreement, dated August 16,
1993, among Quorum, Inc. and Charter Medical Corporation, et al., which was
filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, dated as of
September 30, 1993, and which is incorporated herein by reference.
2(b) Amendment No. 1 to the Exhibit 2(a) agreement, dated September 30, 1993,
which was filed as Exhibit 2.2 to the Company's Current Report on Form 8-K,
dated as of September 30, 1993, and which is incorporated herein by
reference.
2(c) Asset Sale Agreement, dated March 29, 1994, between National Medical
Enterprises, Inc., as Seller and Charter Medical Corporation, as Buyer, which
was filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1994, and which is incorporated herein by
reference.
2(d) Asset Sale Agreement (First Facilities), dated March 29, 1994, between
National Medical Enterprises, Inc., as Seller, and Charter Medical
Corporation, as Buyer.
2(e) Asset Sale Agreement (Subsequent Facilities), dated March 29, 1994, between
National Medical Enterprises, Inc., as Seller, and Charter Medical
Corporation, as Buyer.
Exhibits 2(a), 2(b), 2(c), 2(d) and 2(e) do not contain copies of the
exhibits and schedules to such agreements. Such agreements describe such
exhibits and schedules. The Company agrees to furnish supplementally to the
Commission, upon request, a copy of any omitted exhibit or schedule to such
agreements.
3(a) Restated Certificate of Incorporation of the Company which was filed as
Exhibit 3(a) to the Company's Annual Report on Form 10--K dated as of
September 30, 1992, and is incorporated herein by reference.
3(b) Bylaws of the Company, as amended, which was filed as Exhibit 3(a) to the
Company's Quarterly Report on Form 10--Q dated as of March 31, 1993, and is
incorporated herein by reference.
4(a) Indenture, dated as of May 2, 1994, among the Company, the Guarantors listed
therein and Marine Midland Bank, as Trustee, relating to the 11 1/4% Senior
Subordinated Notes due April 15, 2004 of the Company.*
4(b) Form of Class A Common Stock Purchase Warrant Certificate, dated September 1,
1988, for warrants sold to designee of Drexel Burnham Lambert Incorporated,
which was filed as Exhibit 4.4 to the Company's Current Report on Form 8--K,
dated September 1, 1988, and is incorporated herein by reference.
4(c) Form of Class A Common Stock Purchase Warrant Certificate, dated September 1,
1988, for warrants sold to certain institutional investors, which was filed
as Exhibit 4.3 to the Company's Current Report on Form 8--K, dated September
1, 1988, and is incorporated herein by reference.
4(d) Warrant and Common Stock Registration and Participation Rights Agreement,
dated as of September 1, 1988, among WAF Acquisition Corporation, the
Company, William A. Fickling, Jr., certain affiliates of William A. Fickling,
Jr. and the purchasers of the warrants issued on September 1, 1988, which was
filed as Exhibit 4(h) to the Company's Annual Report on Form 10--K dated as
of September 30, 1988, and is incorporated herein by reference.
<FN>
- ------------------------------
* Previously filed.
</TABLE>

II-2
<PAGE>

<TABLE>
<S> <C>
4(e) Second Amended and Restated Credit Agreement, dated as of May 2, 1994, among
the Company, the financial institutions listed therein, Bankers Trust
Company, as Agent, and First Union National Bank of North Carolina, as
Co-Agent.*
4(f) Second Amended and Restated Subsidiary Credit Agreement, dated as of May 2,
1994, among certain subsidiaries of the Company, the financial institutions
listed therein, Bankers Trust Company, as Agent, and First Union National
Bank of North Carolina, as Co-Agent.*
4(g) Second Amended and Restated Company Stock and Notes Pledge Agreement, dated
as of May 2, 1994, between the Company and Bankers Trust Company, as
Collateral Agent.*
4(h) Second Amended and Restated Subsidiary Stock and Notes Pledge Agreement,
dated as of May 2, 1994, among various subsidiaries of the Company and
Bankers Trust Company, as Collateral Agent.*
4(i) Second Amended and Restated Subsidiary Pledge and Security Agreement, dated
as of May 2, 1994, among various subsidiaries of the Company and Bankers
Trust Company, as Collateral Agent.*
4(j) Second Amended and Restated Company Pledge and Security Agreement (ESOP
collateral), dated as of May 2, 1994, between the Company and Bankers Trust
Company, as Collateral Agent.*
4(k) Second Amended and Restated FINCO Pledge and Security Agreement I, dated as
of May 2, 1994, between CMFC, Inc. and Bankers Trust Company, as Collateral
Agent.*
4(l) Second Amended and Restated Subsidiary Guaranty, dated as of May 2, 1994,
executed by various subsidiaries of the Company.*
4(m) Second Amended and Restated Company Collateral Accounts Assignment Agreement,
dated as of May 2, 1994, between the Company and Bankers Trust Company, as
Agent.*
4(n) Company Pledge and Security Agreement, dated as of May 2, 1994, between the
Company and Bankers Trust Company, as Collateral Agent.*
4(o) Second Amended and Restated FINCO Pledge and Security Agreement II, dated as
of May 2, 1994, between CMCI, Inc. and Bankers Trust Company, as Collateral
Agent.*
4(p) Second Amended and Restated Company Guaranty, dated as of May 2, 1994,
executed by the Company.*
4(q) Second Amended and Restated Subsidiary Collateral Accounts Assignment
Agreement, dated as of May 2, 1994, among various subsidiaries of the Company
and Bankers Trust Company, as Agent.*
4(r) Form of Amended and Restated Indenture of Mortgage, Deed to Secure Debt, Deed
of Trust, Security Agreement and Assignment of Leases and Rents executed as
of July 21, 1992, by 44 subsidiaries of the Company for the benefit of
Bankers Trust Company, as Agent, and various trustees as shown on individual
subsidiary cover pages attached, which was filed as Exhibit 4(q) to the
Company's Current Report on Form 8-K dated as of July 21, 1992, and is
incorporated herein by reference.
4(s) Form of Indenture of Mortgage, Deed to Secure Debt, Deed of Trust, Security
Agreement and Assignment of Leases and Rents executed as of July 21, 1992, by
40 subsidiaries of the Company for the benefit of Bankers Trust Company, as
Agent, and various trustees as shown on individual subsidiary cover pages
attached, which was filed as Exhibit 4(q) to the Company's Current Report on
Form 8-K dated as of July 21, 1992, and is incorporated herein by reference.
4(t) Form of Indenture of Mortgage, Deed to Secure Debt, Deed of Trust, Security
Agreement and Assignment of Leases and Rents; Amended Indenture of Mortgage,
Deed to Secure Debt, Deed of Trust, Security Agreement and Assignment of
Leases and Rents; and Consolidated Agreement, executed as of May 2, 1994, by
71 subsidiaries of the Company and Bankers Trust Company, as Agent, and
various trustees as shown on individual subsidiary cover pages attached.*
The Registrants agree, pursuant to (b)(iii) of Item 601 of Regulation S--K,
to furnish to the Commission, upon request, a copy of each agreement relating
to long-term debt not being registered, where the total amount of debt under
each such agreement does not exceed 10% of the Registrants' respective total
assets on a consolidated basis.
4(u) Purchase Agreement, dated April 22, 1994, between the Company and Bear,
Stearns & Co. Inc. and BT Securities Corporation.*
<FN>
- ------------------------
* Previously filed.
</TABLE>

II-3
<PAGE>

<TABLE>
<S> <C>
4(v) Exchange and Registration Rights Agreement, dated April 22, 1994 between the
Company and Bear, Stearns & Co. Inc. and BT Securities Corporation.*
4(w) Amendment No. 1, dated as of June 9, 1994, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, the financial
institutions listed therein, Bankers Trust Company, as Agent, and First Union
National Bank of North Carolina, as Co-Agent.
5 Opinion of King & Spalding as to the legality of the securities being
registered.*
8 Opinion of King & Spalding as to tax matters.*
10(a) Written description of Corporate Annual Incentive Plan for the year ended
September 30, 1993, which was filed as Exhibit 10(a) to the Company's
Quarterly Report on Form 10--Q for the quarter ended March 31, 1993, and is
incorporated herein by reference.
10(b) 1989 Non-Qualified Deferred Compensation Plan of the Company, adopted on
January 1, 1989, as amended, which was filed as Exhibit 10(f) to the
Company's Annual Report on Form 10--K dated as of September 30, 1989, and is
incorporated herein by reference.
10(c) Written description of Corporate Annual Incentive Plan for the year ended
September 30, 1993 which was filed as Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 and which
is incorporated herein by reference.
10(d) Directors' Stock Option Plan of the Company which was filed as Exhibit 10(b)
to the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1993 and which is incorporated herein by reference.
10(e) Employment Agreement, dated July 21, 1992, between the Company and William A.
Fickling, Jr., Chairman of the Board of Directors and Chief Executive Officer
of the Company which was filed as Exhibit 10(e) to the Company's Annual
Report on Form 10-K dated September 30, 1992 and which is incorporated herein
by reference.
10(f) Employment Agreement, dated July 21, 1992, between the Company and E. Mac
Crawford, Director, President and Chief Operating Officer of the Company
which was filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K
dated September 30, 1992 and which is incorporated herein by reference.
10(g) Employment Agreement, dated July 21, 1992, between the Company and Lawrence
W. Drinkard, Director and Senior Vice President - Finance (principal
financial officer) of the Company which was filed as Exhibit 10(g) to the
Company's Annual Report on Form 10-K dated September 30, 1992 and which is
incorporated herein by reference.
10(h) 1994 Stock Option Plan of the Company.*
10(i) Directors' Unit Award Plan of the Company.*
11 Statement regarding computation of per share earnings.
12 Statement regarding computation of ratios.*
21 List of subsidiaries of the Registrants.*
21(a) Amended list of subsidiaries of the Registrants.
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of KPMG Peat Marwick.
23(c) Consent of King & Spalding (included in opinion filed as Exhibit 5).*
24 Powers of Attorney*
24(a) Additional Powers of Attorney.
25 Statement of Eligibility and Qualification on Form T--1 of Marine Midland
Bank, as Trustee, under the Indenture relating to the Senior Subordinated
Notes due April 15, 2004.*
99(a) Form of Letter of Transmittal (Proof of May 18, 1994)*
99(b) Form of Notice of Guaranteed Delivery (Proof of May 18, 1994)*
99(c) Form of Instruction to Registered Holder and/or Book-Entry Transfer Facility
Participant from Owner (Proof of May 18, 1994)*
99(d) Form of Exchange Agent Agreement between the Company and Marine Midland Bank
(Proof of May 18, 1994)*
<FN>
- ------------------------
* Previously filed.
</TABLE>

II-4
<PAGE>
(b) Financial Statement Schedules

The following financial statement schedules are set forth on pages S-1
through S-4 hereof.

<TABLE>
<C> <C> <S>
Report of Arthur Andersen & Co. regarding financial statement schedules (included in the
Report set forth on page F-2).
V -- Property and Equipment
VI -- Accumulated Depreciation, Depletion and Amortization of Property and
Equipment
VIII -- Valuation and Qualifying Accounts
X -- Supplemental Income Statement Information
</TABLE>

All other schedules are omitted as the required information is presented in
the Company's consolidated financial statements or related notes or such
schedules are not applicable.

ITEM 22. UNDERTAKINGS.

(a) The Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made,
a post-effective admendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The Registrants hereby undertake to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11 or 13 of this Form within one business day of receipt of such request,
and to send the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents filed subsequent
to the effective date of this Registration Statement through the date of
responding to the request.

(c) The Registrants hereby undertake to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in this
Registration Statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by a Registrant of expenses
incurred or paid by a director, officer or controlling person of such Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, such Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrants have duly caused this Amendment No. 1 to Registration Statement to
be signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Macon, State of Georgia on July 1, 1994.

CHARTER MEDICAL CORPORATION

By:__________/s/_JOHN R. DAY__________
John R. Day
Vice President -- Controller
(Principal Accounting Officer)

For the Registrants other than Charter
Medical Corporation

By:______/s/_CHARLOTTE A. SANFORD_____
Charlotte A. Sanford
Treasurer of the
Additional Registrants as shown
below*

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed below by the following
persons in the capacities indicated on July 1, 1994.

<TABLE>
<C> <S>
CHARTER MEDICAL CORPORATION

E. Mac Crawford ............................ President and Chairman of the Board of
Directors (principal executive officer)

Lawrence W. Drinkard ....................... Executive Vice President -- Finance and
Director (principal financial officer)

John R. Day ................................ Vice President -- Controller (principal
accounting officer)

Edwin M. Banks ............................. Director

Andre C. Dimitriadis ....................... Director

Raymond H. Kiefer .......................... Director

Gerald L. McManis .......................... Director

AMBULATORY RESOURCES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President
</TABLE>

* In the case of Charter Medical of England Limited as Director

II-6
<PAGE>
<TABLE>
<C> <S>
Charlotte A. Sanford ....................... Treasurer

ATLANTA MOB, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

BELTWAY COMMUNITY HOSPITAL, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

C.A.C.O. SERVICES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CCM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joan Kradlak ............................... President

Charlotte A. Sanford ....................... Treasurer

CMCI, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-7
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

James R. Bedenbaugh ........................ President

Charlotte A. Sanford ....................... Treasurer

CMFC, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

James R. Bedenbaugh ........................ President

Charlotte A. Sanford ....................... Treasurer

CMSF, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CPS ASSOCIATES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER ALVARADO BEHAVIORAL HEALTH SYSTEM, INC.

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

James M. Filush ............................ Director

Lawrence W. Drinkard ....................... President
</TABLE>

II-8
<PAGE>
<TABLE>
<C> <S>
Charlotte A. Sanford ....................... Treasurer

CHARTER APPALACHIAN HALL BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER ARBOR INDY BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER AUGUSTA BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BAY HARBOR BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEACON BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-9
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM AT FAIR OAKS, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM AT HIDDEN BROOK, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM AT LOS ALTOS, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM AT POTOMAC RIDGE, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President
</TABLE>

II-10
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Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM AT WARWICK MANOR, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF ATHENS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF AUSTIN, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF BAYWOOD, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF BRADENTON, INC.

James M. Filush ............................ Director
</TABLE>

II-11
<PAGE>
<TABLE>
<C> <S>
Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF CANOGA PARK, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF CENTRAL GEORGIA, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF CHARLESTON, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF CHARLOTTESVILLE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-12
<PAGE>

<TABLE>
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CHARTER BEHAVIORAL HEALTH SYSTEM OF CHICAGO, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF CHULA VISTA, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF COLUMBIA, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF CORPUS CHRISTI, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF DALLAS, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-13
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF EVANSVILLE, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF FORT WORTH, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jim R. Johnson ............................. President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF JACKSON, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF JACKSONVILLE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

II-14
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<TABLE>
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Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF JEFFERSON, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF KANSAS CITY, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF LAFAYETTE, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF LAKE CHARLES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-15
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CHARTER BEHAVIORAL HEALTH SYSTEM OF LAKEWOOD, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF MICHIGAN CITY, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF MOBILE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF NASHUA, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF NEVADA, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-16
<PAGE>
<TABLE>
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Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Daivd A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF NORTHERN CALIFORNIA, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF NORTHWEST ARKANSAS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF NORTHWEST INDIANA, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

II-17
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Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF PADUCAH, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF ROCKFORD, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF SAN JOSE, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF SAVANNAH, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-18
<PAGE>
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CHARTER BEHAVIORAL HEALTH SYSTEM OF SOUTHERN CALIFORNIA, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF TAMPA BAY, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF TEXARKANA, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF THE INLAND EMPIRE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF TOLEDO, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-19
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF TUSCON, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF VIRGINIA BEACH, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF VISALIA, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF WASHINGTON, D.C., INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director
</TABLE>

II-20
<PAGE>
<TABLE>
<C> <S>
Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF WAVERLY, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF WINSTON-SALEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEM OF YORBA LINDA, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BEHAVIORAL HEALTH SYSTEMS OF ATLANTA, INC.

James M. Filush ............................ Director
</TABLE>

II-21
<PAGE>

<TABLE>
<C> <S>
Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER BRAWNER BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER-BY-THE-SEA BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER CANYON BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER CANYON SPRINGS BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director
</TABLE>

II-22
<PAGE>
<TABLE>
<C> <S>
Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER CENTENNIAL PEAKS BEHAVIORAL SYSTEM, INC.

James M. Filush ............................ Director

Howard A. McLure ........................... Director

Margie M. Smith ............................ Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER COLONIAL INSTITUTE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Donna Y. Wood .............................. President

Charlotte A. Sanford ....................... Treasurer

CHARTER COMMUNITY HOSPITAL, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER COMMUNITY HOSPITAL OF DES MOINES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-23
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CHARTER CONTRACT SERVICES, INC.

Glenn A. McRae ............................. Director

John C. McCauley ........................... Director and Vice President

Joseph M. Cobern ........................... Director

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER COVE FORGE BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER CRESCENT PINES BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER FAIRBRIDGE BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER FAIRMOUNT BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-24
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER FENWICK HALL BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER FINANCIAL OFFICES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER FOREST BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER GRAPEVINE BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

II-25
<PAGE>
<TABLE>
<C> <S>
David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER GREENSBORO BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER HEALTH MANAGEMENT OF TEXAS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF COLUMBUS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF DENVER, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-26
<PAGE>
<TABLE>
<C> <S>
CHARTER HOSPITAL OF FT. COLLINS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF LAREDO, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF MIAMI, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF MOBILE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF NORTHERN NEW JERSEY, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-27
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Donna Y. Wood .............................. President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF SANTA TERESA, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF ST. LOUIS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER HOSPITAL OF TORRANCE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER INDIANAPOLIS BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

II-28
<PAGE>

<TABLE>
<C> <S>
Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER LAFAYETTE BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER LAKEHURST BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER LAKESIDE BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER LAUREL HEIGHTS BEHAVIORAL HEALTH SYSTEM, INC.

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

James M. Filush ............................ Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-29
<PAGE>
<TABLE>
<C> <S>
CHARTER LAUREL OAKS BEHAVIORAL HEALTH SYSTEM, INC.

Howard A. McLure ........................... Director

Margie M. Smith ............................ Director

James M. Filush ............................ Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER LINDEN OAKS BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER LITTLE ROCK BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER LOUISVILLE BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEADOWS BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director
</TABLE>

II-30
<PAGE>
<TABLE>
<C> <S>
Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MOB OF CHARLOTTESVILLE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDFIELD BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Howard A. McLure ........................... Director

Margie M. Smith ............................ Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL -- CALIFORNIA, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL -- CLAYTON COUNTY, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

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<PAGE>
<TABLE>
<C> <S>
Donna Y. Wood .............................. President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL -- CLEVELAND, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL -- DALLAS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL -- LONG BEACH, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL -- NEW YORK, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William H. Freeman, Jr. .................... President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

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<TABLE>
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CHARTER MEDICAL (CAYMAN ISLANDS) LTD.

John C. McCauley ........................... Director

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL EXECUTIVE CORPORATION

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

C. Clark Wingfield ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL INFORMATION SERVICES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

C. Clark Wingfield ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL INTERNATIONAL, INC.

Glenn A. McRae ............................. Director

John C. McCauley ........................... Director and Vice President

Joseph M. Cobern ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL INTERNATIONAL, S.A., INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

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<TABLE>
<C> <S>
E. Mac Crawford ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL MANAGEMENT COMPANY

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

E. Mac Crawford ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL OF EAST VALLEY, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL OF ENGLAND LIMITED

James Michael Filush ....................... Director

Charlotte A. Sanford ....................... Director

Howard Alex McLure ......................... Director

CHARTER MEDICAL OF FLORIDA, INC.

Joseph M. Cobern............................ Director

Glenn A. McRae.............................. Director

John C. McCauley............................ Director and Vice President

Jon C. O'Shaughnessy........................ President

Charlotte A. Sanford........................ Treasurer

CHARTER MEDICAL OF NORTH PHOENIX, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-34
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL OF ORANGE COUNTY, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William H. Freeman, Jr. .................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MEDICAL OF PUERTO RICO, INC.

Joseph M. Coburn ........................... Director

John C. McCauley ........................... Director

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MENTAL HEALTH OPTIONS, INC.

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Glenn A. McRae ............................. Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MID-SOUTH BEHAVIORAL HEALTH SYSTEM, INC.

Howard A. McLure ........................... Director

Margie M. Smith ............................ Director

James M. Filush ............................ Director
</TABLE>

II-35
<PAGE>

<TABLE>
<C> <S>
Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MILWAUKEE BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER MISSION VIEJO BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER NORTH BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER NORTH COUNSELING CENTER, INC.

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Glenn A. McRae ............................. Director

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-36
<PAGE>
<TABLE>
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CHARTER NORTHBROOKE BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER NORTHRIDGE BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER NORTHSIDE HOSPITAL, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER OAK BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER PALMS BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-37
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER PEACHFORD BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER PINES BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER PLAINS BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jim R. Johnson ............................. President

Charlotte A. Sanford ....................... Treasurer

CHARTER PSYCHIATRIC HOSPITALS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

II-38
<PAGE>
<TABLE>
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William H. Freeman, Jr. .................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER REAL BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER REGIONAL MEDICAL CENTER, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER RICHMOND BEHAVIORAL HEALTH SYSTEM, INC.

Howard A. McLure ........................... Director

Margie M. Smith ............................ Director

James M. Filush ............................ Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER RIDGE BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-39
<PAGE>
<TABLE>
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CHARTER RIVERS BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER SAN DIEGO BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER SERENITY LODGE BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER SIOUX FALLS BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER SOUTH BEND BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-40
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER SPRINGS BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER SPRINGWOOD BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER SUBURBAN HOSPITAL OF MESQUITE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER TERRE HAUTE BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

II-41
<PAGE>
<TABLE>
<C> <S>
Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER THOUSAND OAKS BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTER TIDEWATER BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER TREATMENT CENTER OF MICHIGAN, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER WESTBROOK BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-42
<PAGE>
<TABLE>
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CHARTER WHITE OAK BEHAVIORAL HEALTH SYSTEM, INC.

James M. Filush ............................ Director

Margie M. Smith ............................ Director

Howard A. McLure ........................... Director

Lawrence W. Drinkard ....................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER WICHITA BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER WOODS BEHAVIORAL HEALTH SYSTEM, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER WOODS HOSPITAL, INC.

Joseph M. Cobern ........................... Director

Glenn A. McRae ............................. Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER OF ALABAMA, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-43
<PAGE>
<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

CHARTER-PROVO SCHOOL, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

CHARTERTON/LAGRANGE, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Vernon S. Westrich ......................... President

Charlotte A. Sanford ....................... Treasurer

DESERT SPRINGS HOSPITAL, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

EMPLOYEE ASSISTANCE SERVICES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President
</TABLE>

II-44
<PAGE>
<TABLE>
<C> <S>
Elbert T. McQueen .......................... President

Charlotte A. Sanford ....................... Treasurer

FLORIDA HEALTH FACILITIES, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

GULF COAST EAP SERVICES, INC.

Joseph M. Cobern ........................... Director

Glenn A. McRae ............................. Director

John C. McCauley ........................... Director and Vice President

William E. Hale ............................ President

Charlotte A. Sanford ....................... Treasurer

GWINNETT IMMEDIATE CARE CENTER, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

HCS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Donna Y. Wood .............................. President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-45
<PAGE>
<TABLE>
<C> <S>
HOLCOMB BRIDGE IMMEDIATE CARE CENTER, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

HOSPITAL INVESTORS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Donna Y. Wood .............................. President

Charlotte A. Sanford ....................... Treasurer

MANDARIN MEADOWS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

William H. Freeman, Jr. .................... President

Charlotte A. Sanford ....................... Treasurer

METROPOLITAN HOSPITAL, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

MIDDLE GEORGIA HOSPITAL, INC.

Glenn A. McRae ............................. Director
</TABLE>

II-46
<PAGE>

<TABLE>
<C> <S>
Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

PACIFIC-CHARTER MEDICAL, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

PEACHFORD PROFESSIONAL, INC.

Glenn A. McRae ............................. Director

John C. McCauley ........................... Director and Vice President

Joseph M. Cobern ........................... Director

Jon C. O'Shaughnessy ....................... President

Charlotte A. Sanford ....................... Treasurer

RIVOLI, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

SCHIZOPRENIA TREATMENT AND REHABILITATION, INC.

Margie M. Smith ............................ Director

James M. Filush ............................ Director

Joseph M. Cobern ........................... Director

Kimberly H. Littrell ....................... President & CEO

Charlotte A. Sanford ....................... Treasurer
</TABLE>

II-47
<PAGE>

<TABLE>
<C> <S>
SHALLOWFORD COMMUNITY HOSPITAL, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

SISTEMAS DE TERAPIA RESPIRATORIA S.A., INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

David A. Richardson ........................ President

Charlotte A. Sanford ....................... Treasurer

STUART CIRCLE HOSPITAL CORPORATION

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

W. Stephen Love ............................ President

Charlotte A. Sanford ....................... Treasurer

WESTERN BEHAVIORAL SYSTEMS, INC.

Glenn A. McRae ............................. Director

Joseph M. Cobern ........................... Director

John C. McCauley ........................... Director and Vice President

Joseph C. Little ........................... President

Charlotte A. Sanford ....................... Treasurer
</TABLE>

By: __________/s/_John R. Day_________
John R. Day
Attorney-In-Fact

II-48
<PAGE>
SCHEDULE V -- PROPERTY AND EQUIPMENT
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT RETIREMENTS OTHER CHANGES BALANCE AT
BEGINNING ADDITIONS AND/OR AND (DEDUCT) END OF
CLASSIFICATION OF PERIOD AT COST DISPOSITIONS -- DESCRIBE PERIOD
- --------------------------------------------- ---------- --------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1993
Land....................................... $ 101,892 $ -- $ 4,824 $ (1,251)(C) $ 95,886
69(E)
Buildings and improvements................. 324,921 1,909 11,474 1,594(A) 310,649
(2,182)(C)
103(E)
(4,222)(F)
Equipment.................................. 62,940 6,792 3,043 1,001(A) 67,421
(277)(C)
8(E)
Construction in progress................... 1,322 2,400 -- (2,595)(A) 928
(116)(C)
(83)(E)
---------- --------- ------------ ------------- ----------
$ 491,075 $ 11,101 $ 19,341 $ (7,951) $ 474,884
---------- --------- ------------ ------------- ----------
---------- --------- ------------ ------------- ----------
TWO MONTHS ENDED SEPTEMBER 30, 1992 (SEE NOTE
2):
Land....................................... $ 101,727 $ -- $ -- $ 165(C) $ 101,892
Buildings and improvements................. 324,534 469 37 436(A) 324,921
(477)(C)
(4)(E)
Equipment.................................. 61,320 1,601 74 68(A) 62,940
10(C)
15(E)
Construction in progress................... 1,632 160 -- (504)(A) 1,322
34(C)
---------- --------- ------------ ------------- ----------
$ 489,213 $ 2,230 $ 111 $ (257) $ 491,075
---------- --------- ------------ ------------- ----------
---------- --------- ------------ ------------- ----------
TEN MONTHS ENDED JULY 31, 1992:
Land....................................... $ 93,052 $ -- $ 350 $ 816(C) $ 101,727
(20)(E)
8,229(B)
Buildings and improvements................. 575,877 1,227 3,540 12,848(A) 324,534
1,781(C)
(1,857)(E)
(261,802)(B)
Equipment.................................. 147,817 4,021 2,321 472(A) 61,320
444(C)
568(E)
89,681(B)
Construction in progress................... 11,091 2,820 -- (13,320)(A) 1,632
29(C)
1,270(E)
(258)(B)
---------- --------- ------------ ------------- ----------
$ 827,837 $ 8,068 $ 6,211 $(340,481) $ 489,213
---------- --------- ------------ ------------- ----------
---------- --------- ------------ ------------- ----------
YEAR ENDED SEPTEMBER 30, 1991:
Land....................................... $ 97,759 $ 42 $ 3,798 $ (813)(C) $ 93,052
(138)(E)
Buildings and improvements................. 587,741 2,681 20,031 6,291(A) 575,877
(1,418)(C)
(793)(E)
1,406(F)
Equipment.................................. 147,088 5,908 4,790 946(A) 147,817
(334)(C)
35(E)
(1,036)(F)
Construction in progress................... 18,448 3,068 -- (7,237)(A) 11,091
(57)(C)
(304)(D)
(686)(E)
(2,141)(F)
---------- --------- ------------ ------------- ----------
$ 851,036 $ 11,699 $ 28,619 $ (6,279) $ 827,837
---------- --------- ------------ ------------- ----------
---------- --------- ------------ ------------- ----------
<FN>
- ------------------------------
(A) Reclassification of completed construction to property and equipment.
(B) Adjust accounts to fair value pursuant to the implementation of fresh
start accounting.
(C) Adjustment for foreign currency translation.
(D) Write-off of construction costs of discontinued projects.
(E) Property reclassifications.
(F) Adjustment to net realizable value of assets held for sale.
</TABLE>

S-1
<PAGE>
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY AND EQUIPMENT
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT RETIREMENTS OTHER CHANGES BALANCE AT
BEGINNING AND/OR AND (DEDUCT) END OF
CLASSIFICATION OF PERIOD ADDITIONS DISPOSITIONS -- DESCRIBE PERIOD
- --------------------------------------------- ---------- --------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1993:
Buildings and improvements................. $ 3,399 $ 14,402 $ 287 $ (750)(A) $ 16,710
(21)(B)
(33)(C)
Equipment.................................. 914 11,980 235 750(A) 13,388
(6)(B)
(15)(C)
---------- --------- ------ ------------- ----------
$ 4,313 $ 26,382 $ 522 $ (75) $ 30,098
---------- --------- ------ ------------- ----------
---------- --------- ------ ------------- ----------
TWO MONTHS ENDED SEPTEMBER 30, 1992 (SEE NOTE
2):
Buildings and improvements................. $ -- $ 2,765 $ -- $ (72)(A) $ 3,399
(7)(B)
713(C)
Equipment.................................. -- 920 49 43(B) 914
---------- --------- ------ ------------- ----------
$ -- $ 3,685 $ 49 $ 677 $ 4,313
---------- --------- ------ ------------- ----------
---------- --------- ------ ------------- ----------
TEN MONTHS ENDED JULY 31, 1992:
Buildings and improvements................. $ 108,233 $ 14,799 $ 1,512 $ 2(A) $ --
357(B)
(713)(C)
(121,166)(D)
Equipment.................................. 74,431 12,879 1,184 70(A) --
279(B)
(86,475)(D)
---------- --------- ------ ------------- ----------
$ 182,664 $ 27,678 $ 2,696 $(207,646) $ --
---------- --------- ------ ------------- ----------
---------- --------- ------ ------------- ----------
YEAR ENDED SEPTEMBER 30, 1991:
Buildings and improvements................. $ 91,658 $ 16,741 $ 3,006 $ 3,129(A) $ 108,233
(221)(B)
(68)(C)
Equipment.................................. 62,565 15,730 2,381 (1,253)(A) 74,431
(207)(B)
(23)(C)
---------- --------- ------ ------------- ----------
$ 154,223 $ 32,471 $ 5,387 $ 1,357 $ 182,664
---------- --------- ------ ------------- ----------
---------- --------- ------ ------------- ----------
<FN>
- ------------------------
(A) Property reserve reclassifications.

(B) Adjustment for foreign currency translation.

(D) Write-off of accumulated depreciation pursuant to the implementation of
fresh start accounting.
</TABLE>

S-2
<PAGE>
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
CHARGED TO
BALANCE AT CHARGED TO OTHER BALANCE AT
BEGINNING COSTS AND ACCOUNTS -- DEDUCTIONS -- END OF
CLASSIFICATION OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
- --------------------------------------------- ---------- ---------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1993:
Allowance for doubtful accounts............ $ 30,272 $ 67,300 $ 19,598(A) $ 89,272(C) $ 28,843
945(B)
---------- ---------- ----------- ------------- ----------
$ 30,272 $ 67,300 $ 20,543 $ 89,272 $ 28,843
---------- ---------- ----------- ------------- ----------
---------- ---------- ----------- ------------- ----------
TWO MONTHS ENDED SEPTEMBER 30, 1992 (SEE NOTE
2):
Allowance for doubtful accounts............ $ 31,095 $ 14,804 $ 3,044(A) $ 18,931(C) $ 30,272
260(B)
---------- ---------- ----------- ------------- ----------
$ 31,095 $ 14,804 $ 3,304 $ 18,931 30,272
---------- ---------- ----------- ------------- ----------
---------- ---------- ----------- ------------- ----------
TEN MONTHS ENDED JULY 31, 1992:
Allowance for doubtful accounts............ $ 30,734 $ 50,403 $ 15,837(A) $ 1,540(B) $ 31,095
2,513(B) 66,852(C)
---------- ---------- ----------- ------------- ----------
$ 30,734 $ 50,403 $ 18,350 $ 68,392 $ 31,095
---------- ---------- ----------- ------------- ----------
---------- ---------- ----------- ------------- ----------
YEAR ENDED SEPTEMBER 30, 1991:
Allowance for doubtful accounts............ $ 36,316 $ 51,617 $ 19,900(A) $ 77,400(C) $ 30,734
301(B)
---------- ---------- ----------- ------------- ----------
$ 36,316 $ 51,617 $ 20,201 $ 77,400 $ 30,734
---------- ---------- ----------- ------------- ----------
---------- ---------- ----------- ------------- ----------
<FN>
- ------------------------
(A) Recoveries of amounts previously charged to income.

(B) Included in provision for restructuring of operations or reorganization
items.

S-3
<PAGE>
SCHEDULE X -- SUPPLEMENTAL INCOME STATEMENT INFORMATION
(IN THOUSANDS)

<TABLE>
<CAPTION>
TWO MONTHS TEN MONTHS
YEAR ENDED ENDED ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, JULY 31, SEPTEMBER 30,
1993 1992 1992 1991
------------- ------------- ---------- -------------
(SEE NOTE 2)
<S> <C> <C> <C> <C>
Advertising costs....................... $39,393 $6,485 $31,996 $37,104
------------- ------ ---------- -------------
------------- ------ ---------- -------------
Amortization of intangible assets:
Capitalized preopening costs.......... (A) (A) (A) 11,500
Capitalized start-up costs............ (A) (A) (A) 764
Covenant not to compete............... (A) (A) (A) 478
Goodwill.............................. (A) (A) (A) 1,219
Other................................. (A) (A) (A) 426
-------------
$14,387
-------------
-------------
Amortization of reorganization value in
excess of amounts allocable to
identifiable assets.................... $42,678 $7,167 -- --
------------- ------ ---------- -------------
------------- ------ ---------- -------------
<FN>
- ------------------------
(A) Certain items noted in Rule 12-11 of Regulation S-X have been excluded
from the above schedule on the basis that each is less than 1% of net
revenue as reported in the related Consolidated Statements of Operations.
</TABLE>

S-4
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS PAGE
- ----------- ---------
<S> <C> <C>
2(a) Incorporation, Conveyance and Stock Purchase Agreement, dated August 16, 1993, among Quorum,
Inc. and Charter Medical Corporation, et al., which was filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K, dated as of September 30, 1993, and which is
incorporated herein by reference............................................................
2(b) Amendment No. 1 to the Exhibit 2(a) agreement, dated September 30, 1993, which was filed as
Exhibit 2.2 to the Company's Current Report on Form 8-K, dated as of September 30, 1993, and
which is incorporated herein by reference...................................................
2(c) Asset Sale Agreement, dated March 29, 1994, between National Medical Enterprises, Inc., as
Seller and Charter Medical Corporation, as Buyer, which was filed as Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, and which is
incorporated herein by reference............................................................
2(d) Asset Sale Agreement (First Facilities), dated March 29, 1994, between National Medical
Enterprises, Inc., as Seller, and Charter Medical Corporation, as Buyer.....................
2(e) Asset Sale Agreement (Subsequent Facilities), dated March 29, 1994, between National Medical
Enterprises, Inc., as Seller, and Charter Medical Corporation, as Buyer.....................
Exhibits 2(a), 2(b), 2(c), 2(d) and 2(e) do not contain copies of the exhibits and schedules
to such agreements. Such agreements describe such exhibits and schedules. The Company agrees
to furnish supplementally to the Commission, upon request, a copy of any omitted exhibit or
schedule to such agreements.................................................................
3(a) Restated Certificate of Incorporation of the Company which was filed as Exhibit 3(a) to the
Company's Annual Report on Form 10--K dated as of September 30, 1992, and is incorporated
herein by reference.........................................................................
3(b) Bylaws of the Company, as amended, which was filed as Exhibit 3(a) to the Company's
Quarterly Report on Form 10--Q dated as of March 31, 1993, and is incorporated herein by
reference...................................................................................
4(a) Indenture, dated as of May 2, 1994, among the Company, the Guarantors listed therein and
Marine Midland Bank, as Trustee, relating to the 11 1/4% Senior Subordinated Notes due April
15, 2004 of the Company*....................................................................
4(b) Form of Class A Common Stock Purchase Warrant Certificate, dated September 1, 1988, for
warrants sold to designee of Drexel Burnham Lambert Incorporated, which was filed as Exhibit
4.4 to the Company's Current Report on Form 8--K, dated September 1, 1988, and is
incorporated herein by reference............................................................
4(c) Form of Class A Common Stock Purchase Warrant Certificate, dated September 1, 1988, for
warrants sold to certain institutional investors, which was filed as Exhibit 4.3 to the
Company's Current Report on Form 8--K, dated September 1, 1988, and is incorporated herein
by reference................................................................................
4(d) Warrant and Common Stock Registration and Participation Rights Agreement, dated as of
September 1, 1988, among WAF Acquisition Corporation, the Company, William A. Fickling, Jr.,
certain affiliates of William A. Fickling, Jr. and the purchasers of the warrants issued on
September 1, 1988, which was filed as Exhibit 4(h) to the Company's Annual Report on Form
10--K dated as of September 30, 1988, and is incorporated herein by reference...............
4(e) Second Amended and Restated Credit Agreement, dated as of May 2, 1994, among the Company,
the financial institutions listed therein, Bankers Trust Company, as Agent, and First Union
National Bank of North Carolina, as Co-Agent*...............................................
<FN>
- ------------------------
* Previously filed.
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
4(f) Second Amended and Restated Subsidiary Credit Agreement, dated as of May
2, 1994, among certain subsidiaries of the Company, the financial
institutions listed therein, Bankers Trust Company, as Agent, and First
Union National Bank of North Carolina, as Co-Agent*.......................
4(g) Second Amended and Restated Company Stock and Notes Pledge Agreement,
dated as of May 2, 1994, between the Company and Bankers Trust Company, as
Collateral Agent*.........................................................
4(h) Second Amended and Restated Subsidiary Stock and Notes Pledge Agreement,
dated as of May 2, 1994, among various subsidiaries of the Company and
Bankers Trust Company, as Collateral Agent*...............................
4(i) Second Amended and Restated Subsidiary Pledge and Security Agreement,
dated as of May 2, 1994, among various subsidiaries of the Company and
Bankers Trust Company, as Collateral Agent*...............................
4(j) Second Amended and Restated Company Pledge and Security Agreement (ESOP
collateral), dated as of May 2, 1994, between the Company and Bankers
Trust Company, as Collateral Agent*.......................................
4(k) Second Amended and Restated FINCO Pledge and Security Agreement I, dated
as of May 2, 1994, between CMFC, Inc. and Bankers Trust Company, as
Collateral Agent*.........................................................
4(l) Second Amended and Restated Subsidiary Guaranty, dated as of May 2, 1994,
executed by various subsidiaries of the Company*..........................
4(m) Second Amended and Restated Company Collateral Accounts Assignment Agree-
ment, dated as of May 2, 1994, between the Company and Bankers Trust
Company, as Agent*........................................................
4(n) Company Pledge and Security Agreement, dated as of May 2, 1994, between
the Company and Bankers Trust Company, as Collateral Agent*...............
4(o) Second Amended and Restated FINCO Pledge and Security Agreement II, dated
as of May 2, 1994, between CMCI, Inc. and Bankers Trust Company, as
Collateral Agent*.........................................................
4(p) Second Amended and Restated Company Guaranty, dated as of May 2, 1994,
executed by the Company*..................................................
4(q) Second Amended and Restated Subsidiary Collateral Accounts Assignment
Agreement, dated as of May 2, 1994, among various subsidiaries of the
Company and Bankers Trust Company, as Agent*..............................
4(r) Form of Amended and Restated Indenture of Mortgage, Deed to Secure Debt,
Deed of Trust, Security Agreement and Assignment of Leases and Rents
executed as of July 21, 1992, by 44 subsidiaries of the Company for the
benefit of Bankers Trust Company, as Agent, and various trustees as shown
on individual subsidiary cover pages attached, which was filed as Exhibit
4(q) to the Company's Current Report on Form 8-K dated as of July 21,
1992, and is incorporated herein by reference.............................
4(s) Form of Indenture of Mortgage, Deed to Secure Debt, Deed of Trust,
Security Agreement and Assignment of Leases and Rents executed as of July
21, 1992, by 40 subsidiaries of the Company for the benefit of Bankers
Trust Company, as Agent, and various trustees as shown on individual
subsidiary cover pages attached, which was filed as Exhibit 4(q) to the
Company's Current Report on Form 8-K dated as of July 21, 1992, and is
incorporated herein by reference..........................................
4(t) Form of Indenture of Mortgage, Deed to Secure Debt, Deed of Trust,
Security Agreement and Assignment of Leases and Rents; Amended Indenture
of Mortgage, Deed to Secure Debt, Deed of Trust, Security Agreement and
Assignment of Leases and Rents; and Consolidated Agreement, executed as of
May 2, 1994, by 71 subsidiaries of the Company and Bankers Trust Company,
as Agent, and various trustees as shown on individual subsidiary cover
pages attached*...........................................................
<FN>
- ------------------------
* Previously filed.
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
The Registrants agree, pursuant to (b)(iii) of Item 601 of Regulation
S--K, to furnish to the Commission, upon request, a copy of each agreement
relating to long-term debt not being registered, where the total amount of
debt under each such agreement does not exceed 10% of the Registrants'
respective total assets on a consolidated basis...........................
4(u) Purchase Agreement, dated April 22, 1994, between the Company and Bear,
Stearns & Co. Inc. and BT Securities Corporation*.........................
4(v) Exchange and Registration Rights Agreement, dated April 22, 1994 between
the Company and Bear, Stearns & Co. Inc. and BT Securities Corporation*...
4(w) Amendment No. 1, dated as of June 9, 1994, to Second Amended and Restated
Credit Agreement, dated as of May 2, 1994, among the Company, the
financial institutions listed therein, Bankers Trust Company, as Agent,
and First Union National Bank of North Carolina, as Co-Agent..............
5 Opinion of King & Spalding as to the legality of the securities being
registered*...............................................................
8 Opinion of King & Spalding as to tax matters*.............................
10(a) Written description of Corporate Annual Incentive Plan for the year ended
September 30, 1993, which was filed as Exhibit 10(a) to the Company's
Quarterly Report on Form 10--Q for the quarter ended March 31, 1993, and
is incorporated herein by reference.......................................
10(b) 1989 Non-Qualified Deferred Compensation Plan of the Company, adopted on
January 1, 1989, as amended, which was filed as Exhibit 10(f) to the
Company's Annual Report on Form 10--K dated as of September 30, 1989, and
is incorporated herein by reference.......................................
10(c) Written description of Corporate Annual Incentive Plan for the year ended
September 30, 1993 which was filed as Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 and
which is incorporated herein by reference.................................
10(d) Directors' Stock Option Plan of the Company which was filed as Exhibit
10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993 and which is incorporated herein by reference..............
10(e) Employment Agreement, dated July 21, 1992, between the Company and William
A. Fickling, Jr., Chairman of the Board of Directors and Chief Executive
Officer of the Company which was filed as Exhibit 10(e) to the Company's
Annual Report on Form 10-K dated September 30, 1992 and which is
incorporated herein by reference..........................................
10(f) Employment Agreement, dated July 21, 1992, between the Company and E. Mac
Crawford, Director, President and Chief Operating Officer of the Company
which was filed as Exhibit 10(f) to the Company's Annual Report on Form
10-K dated September 30, 1992 and which is incorporated herein by
reference.................................................................
10(g) Employment Agreement, dated July 21, 1992, between the Company and
Lawrence W. Drinkard, Director and Senior Vice President - Finance
(principal financial officer) of the Company which was filed as Exhibit
10(g) to the Company's Annual Report on Form 10-K dated September 30, 1992
and which is incorporated herein by reference.............................
10(h) 1994 Stock Option Plan of the Company*....................................
10(i) Directors' Unit Award Plan of the Company*................................
11 Computation of earnings per share.........................................
12 Statement regarding computation of ratios*................................
21 List of subsidiaries of the Registrants*..................................
21(a) Amended list of subsidiaries of the registrant............................
23(a) Consent of Arthur Andersen & Co...........................................
23(b) Consent of KPMG Peat Marwick..............................................
<FN>
- ------------------------
* Previously filed.
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
23(c) Consent of King & Spalding (included in opinion filed as Exhibit 5)*......
24 Powers of Attorney*.......................................................
24(a) Additional Powers of Attorney
25 Statement of Eligibility and Qualification on Form T--1 of Marine Midland
Bank, as Trustee, under the Indenture relating to the Senior Subordinated
Notes due April 15, 2004*.................................................
99(a) Form of Letter of Transmittal (Proof of May 18, 1994)*....................
99(b) Form of Notice of Guaranteed Delivery (Proof of May 18, 1994)*............
99(c) Form of Instruction to Registered Holder and/or Book-Entry Transfer
Facility Participant from Owner (Proof of May 18, 1994)*..................
99(d) Form of Exchange Agent Agreement between the Company and Marine Midland
Bank (Proof of May 18, 1994)*.............................................
<FN>
- ------------------------
* Previously filed.
</TABLE>

<PAGE>

First Facilities Execution Copy

ASSET SALE AGREEMENT
(FIRST FACILITIES)

******

NATIONAL MEDICAL ENTERPRISES, INC.

As Seller

AND

CHARTER MEDICAL CORPORATION

As Buyer

Dated: March 29, 1994

<PAGE>

ASSET SALE AGREEMENT
(FIRST FACILITIES)

Table of Contents

PREAMBLE.......................................................................1

ARTICLE 1 ................................2

DEFINITIONS

Section 1.1 Certain Defined Terms..............................................2
Section 1.2 Index of Other Defined Terms.......................................4

ARTICLE 2 ................................8

BASIC TRANSACTIONS

Section 2.1 Purchased Assets...................................................8
Section 2.2 Excluded Assets...................................................13
Section 2.3 Assumed Liabilities...............................................15
Section 2.4 Excluded Liabilities..............................................17
Section 2.5 Purchase Price....................................................20
Section 2.6 Payment of Purchase Price.........................................20
(a) Payment of Tentative Purchase Price.................................20
(b) Determination of Interim Net Book Values............................21
(c) Determination of Final Net Book Values..............................22
(d) Seller as Agent of Subsidiaries.....................................24
Section 2.7 Allocation of Purchase Price......................................24
Section 2.8 Contingent Lease Obligations......................................25
Section 2.9 Remittances and Receivables.......................................25
(a) In General..........................................................25
(b) Receivables.........................................................27
(c) Straddle Patient Receivables........................................28
(i) Cut-Off Billings..........................................28
(ii) Cut-Off Billings Not Accepted.............................29
(d) Cooperation in Collecting Receivables and
Excluded Assets...................................................30
(e) Non-Assignable Receivables..........................................30
(f) Collection Fee......................................................31

(i)
<PAGE>

Section 2.10 Employee Matters...............................................32
(a) Pension Plans......................................................32
(b) Retained Employees.................................................33
(c) Hiring of Retained Employees.......................................34
(d) Health Benefits....................................................35
(e) Acknowledgement of Responsibility..................................35
Section 2.11 Use of Names.....................................................36
Section 2.12 No Assignment If Breach; Seller's Discharge
of Assumed Liabilities...........................................38
Section 2.13 Closings.........................................................40
(a) The First Closing..................................................40
(b) The Second Closing.................................................42
(c) The Final Closing..................................................42
(d) Deliveries by Seller...............................................43
(e) Deliveries by Buyer................................................44
(f) Escrow.............................................................44
Section 2.14 Purchase Price Adjustment........................................45
Section 2.15 Transfer of Assets in Corporate Form.............................47
Section 2.16 Assignment of Rights and Obligations to
Buyer Subsidiaries...............................................47
Section 2.17 Data Processing Services.........................................49
Section 2.18 Rejection of Certain Contracts...................................50
Section 2.19 Remaining Schedules..............................................52

ARTICLE 3.................................52

REPRESENTATIONS AND WARRANTIES OF SELLER

Section 3.1 Organization and Corporate Power..................................52
Section 3.2 Subsidiaries......................................................52
Section 3.3 Authority Relative to this Agreement..............................54
Section 3.4 Absence of Breach.................................................54
Section 3.5 Private Party Consents............................................55
Section 3.6 Governmental Consents.............................................55
Section 3.7 Brokers...........................................................56
Section 3.8 Title to Property.................................................56
Section 3.9 Assumed Contracts.................................................57
Section 3.10 Licenses.........................................................58
Section 3.11 U.S. Person; Resident of Georgia.................................58
Section 3.12 Employee Relations...............................................59
Section 3.13 Employee Plans...................................................59

(ii)

<PAGE>

Section 3.14 Litigation.......................................................60
Section 3.15 Inventory........................................................60
Section 3.16 Hazardous Substances.............................................61
Section 3.17 Financial Information............................................62
Section 3.18 Changes Since Balance Sheet......................................64
Section 3.19 Transferred Business Names.......................................66
Section 3.20 Compliance with Laws and Accreditation...........................66
Section 3.21 Cost Reports, Third Party Receivables and
Conditions of Participation......................................67
Section 3.22 Medical Staff....................................................67
Section 3.23 Hill-Burton Care.................................................68
Section 3.24 Assets Used in the Operation of the
Facilities.......................................................68
Section 3.25 Taxes............................................................68
Section 3.26 Lists of Other Data..............................................69
Section 3.27 Certain Transactions.............................................70

ARTICLE 4 ...............................70

REPRESENTATIONS AND WARRANTIES OF BUYER

Section 4.1 Organization and Corporate Power..................................70
Section 4.2 Buyer Subsidiaries................................................70
Section 4.3 Authority Relative to this Agreement..............................71
Section 4.4 Absence of Breach.................................................72
Section 4.5 Private Party Consents............................................72
Section 4.6 Governmental Consents.............................................73
Section 4.7 Brokers...........................................................73
Section 4.8 Qualified for Licenses............................................73
Section 4.9 Financial Ability to Perform......................................73
Section 4.10 No Knowledge of Seller's Breach..................................73
Section 4.11 No Assurance.....................................................74

ARTICLE 5 ...............................74

COVENANTS OF EACH PARTY

Section 5.1 Efforts to Consummate Transactions................................74
Section 5.2 Cooperation; Regulatory Filings...................................75
Section 5.3 Further Assistance................................................76
Section 5.4 Cooperation Respecting Proceedings................................76

(iii)
<PAGE>

Section 5.5 Expenses..........................................................77
Section 5.6 Announcements; Confidentiality....................................79
Section 5.7 Preservation of and Access to Certain
Records...........................................................80

ARTICLE 6 ...............................82

ADDITIONAL COVENANTS OF SELLER

Section 6.1 Conduct Pending Closing...........................................83
Section 6.2 Access and Information; Environmental Survey;
Remediation or Adjustment........................................85
Section 6.3 Updating..........................................................88
Section 6.4 No Solicitation...................................................88
Section 6.5 Name Changes......................................................89
Section 6.6 Filing of Cost Reports............................................89
Section 6.7 Purchase of Supplies..............................................89
Section 6.8 Covenant Not to Compete...........................................90
(a) Covenant............................................................90
(b) Exceptions..........................................................91
(i) Psychiatric Facilities and Contracts Not
Acquired By Buyer.........................................91
(ii) Facilities Outside Geographic Area........................91
(iii) Acute Hospitals...........................................91
(iv) Divestiture of Acquired Psychiatric
Facilities................................................92
(v) Acquiring Entities........................................92
(c) Acute Hospital Affiliations.........................................92
(d) Covenant Period.....................................................94
(e) Severability........................................................94
(f) Injunctive Relief...................................................94
(g) Value...............................................................95
Section 6.9 Audited Statements................................................95
Section 6.10 Post-Closing Insurance...........................................95
Section 6.11 Use of Controlled Substance Licenses.............................96
Section 6.12 Non-Disturbance Agreements.......................................96

(iv)
<PAGE>

ARTICLE 7 ...............................97

ADDITIONAL COVENANTS OF BUYER

Section 7.1 Waiver of Bulk Sales Law Compliance...............................97
Section 7.2 Resale Certificate................................................97
Section 7.3 Cost Reports and Audit Contests...................................97
Section 7.4 Tax Matters.......................................................98
Section 7.5 Letters of Credit.................................................98
Section 7.6 Conduct Pending Closing...........................................99
Section 7.7 Securities Offerings..............................................99

ARTICLE 8 ...............................99

BUYER'S CONDITIONS TO CLOSING

Section 8.1 Performance of Agreement..........................................99
Section 8.2 Accuracy of Representations and Warranties.......................100
Section 8.3 Officers' Certificate............................................100
Section 8.4 Consents.........................................................100
Section 8.5 Absence of Injunctions...........................................101
Section 8.6 Opinion of Counsel...............................................102
Section 8.7 Title to Real Property...........................................102
Section 8.8 Receipt of Other Documents.......................................104
Section 8.9 Licenses and Permits.............................................105
Section 8.10 Casualty; Condemnation..........................................105
Section 8.11 Reasonable Assurances...........................................106
Section 8.12 Certain Events..................................................106

ARTICLE 9 ..............................106

SELLER'S CONDITIONS TO CLOSING

Section 9.1 Performance of Agreement.........................................107
Section 9.2 Accuracy of Representations and Warranties.......................107
Section 9.3 Officers' Certificate............................................107
Section 9.4 Consents.........................................................107
Section 9.5 Absence of Injunctions...........................................108
Section 9.6 Opinion of Counsel...............................................109
Section 9.7 Receipt of Other Documents.......................................109

(v)
<PAGE>

ARTICLE 10 ..............................110

TERMINATION

Section 10.1 Termination.....................................................110
Section 10.2 Effect of Termination...........................................111

ARTICLE 11 ..............................111

SURVIVAL AND REMEDIES; INDEMNIFICATION

Section 11.1 Survival........................................................111
Section 11.2 Exclusive Remedy................................................112
Section 11.3 Indemnity by Seller.............................................112
Section 11.4 Indemnity by Buyer..............................................116
Section 11.5 Further Qualifications Respecting
Indemnification.................................................117
Section 11.6 Procedures Respecting Third Party Claims........................118

ARTICLE 12 ..............................119

GENERAL PROVISIONS

Section 12.1 Notices.........................................................119
Section 12.2 Attorneys' Fees.................................................120
Section 12.3 Successors and Assigns..........................................120
Section 12.4 Counterparts....................................................121
Section 12.5 Captions and Paragraph Headings.................................121
Section 12.6 Entirety of Agreement; Amendments...............................121
Section 12.7 Construction....................................................122
Section 12.8 Waiver..........................................................122
Section 12.9 Governing Law...................................................122
Section 12.10 Severability...................................................123
Section 12.11 Consents Not Unreasonably Withheld.............................123
Section 12.12 Time Is of the Essence.........................................123

(vi)
<PAGE>

EXHIBITS

A. Forms of Bill of Sale and Assignment

B. Form of Assignments with Respect to
Real Property Leases

C. Forms of Assumption Agreement

D. Form of Purchasing Contract

E. Remaining Schedules

F. Form of Data Processing Services Contract

LIST OF SCHEDULES

A-1 Subsidiaries and Their
Respective States of Incorporation;
Ownership of Subsidiary Stock

A-2 Facilities

2.1(a) Real property owned in fee by Subsidiaries

2.1(b) Real Property Leases

2.1(c) Venture Agreements

2.1(f) Other Assigned Contracts

2.1(h) Transferred Business Names

2.1(k) Prepayments

2.2(j) Other Excluded Assets

2.3(a) Capitalized Leases and Capitalized Lease
Liabilities

(vii)
<PAGE>

2.3(f) Other Assumed Liabilities

2.4(i) Indebtedness

2.4(j) Other Excluded Liabilities

2.7 Allocation Schedule

2.10(a) Pension Plans

2.12(c) Schedule of Required Consents

2.13B Assigned EBITDA

3.5 Private Party Consents

3.7 Seller's Brokers

3.8(a) Liens

3.8(b)(i) Other Real Property
and
3.8(b)(ii)

3.9 Assumed Contracts

3.10 Licenses

3.12 Certain Employee Relations Matters

3.14 Litigation

3.16 Environmental Matters

3.17(a) EBITDA Statements

3.17(b) Balance Sheet

3.18 Changes Since Balance Sheet

(viii)
<PAGE>

3.19 Conflicts With Transferred Business Names

3.20 Compliance With Laws and Accreditations

3.21 Cost Reports, Third Party Receivables and
Conditions of Participation

3.22 Medical Staff

3.23 Hill-Burton Care

3.24 Assets Used in the Operation of the Facilities

3.26(a) Depreciation Schedules

3.26(b) Insurance

3.26(c) Employee Benefit Arrangements

3.26(d) Paid Time Off

3.26(e) Certain Contracts

3.26(f) Certain Indebtedness

3.26(g) Certain Financing Arrangements

3.26(h) Certain Contracts Related to Liens

3.27 Certain Transactions

4.5 Private Party Consents

4.7 Buyer's Brokers

4.11 Certain Scheduled Meetings

6.1 Exceptions to Conduct

6.7 National Purchasing Contracts

(ix)
<PAGE>

7.5 Letters of Credit

6.8(c) Specified Acute Hospitals

8.7(b) Disapproved Title Exceptions

(x)
<PAGE>

ASSET SALE AGREEMENT
(FIRST FACILITIES)

This ASSET SALE AGREEMENT (the "AGREEMENT") is made and entered into as of
the 29th day of March 1994 by and among NATIONAL MEDICAL ENTERPRISES, INC., a
Nevada corporation ("SELLER"), the Subsidiaries (as defined) and CHARTER MEDICAL
CORPORATION, a Delaware corporation ("BUYER"), with reference to the following
facts:

A. Through wholly-owned subsidiary corporations listed on the Schedule
(as defined in SECTION 1.1) hereto identified as SCHEDULE A-1 (the
"SUBSIDIARIES"), Seller engages in the business of delivering psychiatric health
care services to the public through the inpatient, outpatient and substance
abuse recovery facilities, residential treatment centers and medical office
buildings identified in SCHEDULE A-2 under the following facility numbers (such
facilities, centers and buildings being herein sometimes referred to as the
"FIRST FACILITIES" or simply the "FACILITIES"):

NME No./Name City State
- ------------ ---- -----
1. Pinewood Hospital Texarkana AR
2. Tucson Psychiatric Institute Tucson AZ
5. Mill Creek Hospital Visalia CA
7. Canyon Springs Hospital Cathedral City CA
8. Oak Creek Hospital San Jose CA
12. Manatee Palms RTC Bradenton FL
20. Kingwood Hospital Michigan City IN
21. Arbor Hospital of Evansville Evansville IN
22. Acadian Oaks Hospital Lafayette LA
23. New Beginnings at Hidden Brook Bel Air MD
24. New Beginnings at Meadows Gambrills MD
26. New Beginnings at Waverly Waverly MN
28. Highland Hall Asheville NC
29. Nashua Brookside Hospital Nashua NH
30. New Beginnings at Lakehurst Lakehurst NJ
33. Baywood Hospital Webster TX
35. Tidewater Psychiatric Institute - Norfolk Norfolk VA
36. New Beginnings at Serenity Lodge Chesapeake VA
40. Centennial Peaks Hospital Louisville CO
44. New Beginnings at Warwick Manor E. New Market MD
45. Potomac Ridge Treatment Center Rockville MD
46. New Beginnings at White Oak Woolford MD
47. Fairbridge RTC Rockville MD
48. Fair Oaks Hospital Summit NJ
49. New Beginnings at Cove Forge Williamsburg PA
52. Springwood Psychiatric Institute Leesburg VA
53. Tidwater Psychiatric Institute - Virginia Beach Virginia Beach VA

<PAGE>

55. Linden Oaks Hospital Naperville IL
69. NEPA Nashua NH
70. Alvarado Parkway Institute La Mesa CA

B. Buyer desires to purchase from the Subsidiaries, through wholly-owned
subsidiaries of the Buyer (each, a "BUYER SUBSIDIARY" and collectively, the
"BUYER SUBSIDIARIES"), and Seller desires to cause the Subsidiaries to sell to
the applicable Buyer Subsidiaries, such Facilities together with related assets
(the "TRANSACTIONS").

C. Buyer and Seller are simultaneously with the execution of this
Agreement entering into a separate asset sale agreement (the "SUBSEQUENT
FACILITIES AGREEMENT") in respect of the other inpatient, outpatient and
substance abuse recovery facilities, residential treatment centers and medical
office buildings also identified in SCHEDULE A-2 (the "SUBSEQUENT FACILITIES").

NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.1 CERTAIN DEFINED TERMS. For purposes of this Agreement, the
following terms shall have the following meanings:

"Affiliate" of a specified person shall mean any corporation,
partnership, sole proprietorship or other person or entity which directly or
indirectly through one or more intermediaries controls, is controlled by or is
under common control with the person specified. The term "control" means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person or entity. The term "Affiliate" shall
include, without limitation, (i) with respect to Seller, each Subsidiary, and
(ii) with respect to Buyer, each Buyer Subsidiary.

"Cost Report" means the cost report required to be filed, as of the
end of a provider cost year or for any other required period, with cost-based
Payors with respect to cost reimbursement.

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<PAGE>

"Environmental Law" shall mean any Law regulating or otherwise
relating to Hazardous Materials, the environment, natural resources, pollution,
environmental protection, waste management, industrial hygiene, health, or
safety.

"Hazardous Materials" means any chemicals, materials, substances, or
items in any form, whether solid, liquid, gaseous, semisolid, or any combination
thereof, whether waste materials, raw materials, chemicals, finished products,
by-products, or any other materials or articles, which are regulated by or form
the basis of liability under any Environmental Laws, including, without
limitation, any hazardous waste, medical waste, biohazardous waste, industrial
waste, special waste, solid waste, hazardous substance, pollutant, hazardous air
pollutant, contaminant, asbestos, polychlorinated biphenyls ("PCBs"), petroleum
(including, but not limited to, petroleum-derived substances, waste or breakdown
or decomposition products thereof, or any fraction thereof), coal (including,
but not limited to, coal-derived substances, waste or breakdown or decomposition
products thereof, or any fraction thereof), natural gas (including, but not
limited to, natural gas-derived substances, waste or breakdown or decomposition
products thereof, or any fraction thereof), formaldehyde, industrial solvents,
flammables, explosives, and radioactive substances.

"knowledge" of a party shall mean the best of the knowledge of any
person who serves as of the date of this Agreement as a duly elected officer of
such party.

"Laws" shall mean all statutes, rules, regulations, ordinances,
orders, codes, permits, licenses and agreements with or of federal, state, local
and foreign governmental and regulatory authorities and any order, writ,
injunction, settlement agreement or decree issued or approved by any court,
arbitrator or governmental agency or in connection with any judicial,
administrative or other non-judicial proceeding (including, without limitation,
arbitration or reference).

"Licenses" shall mean certificates of need, accreditations,
registrations, licenses, permits and other consents or approvals of governmental
agencies or accreditation organizations.

"Payor" shall mean Medicare, Medicaid, CHAMPUS and Medically Indigent
Assistance programs, Blue Cross, Blue Shield or any

- 3 -
<PAGE>

other third party payor (including an insurance company and self-insured
employer), or any health care provider (such as health maintenance organization,
preferred provider organization, peer review organization, or any other managed
care program).

"Release" means any release, spill, emission, leaking, pumping,
emptying, dumping, injection, abandonment, deposit, disposal, discharge,
dispersal, leaching, or migration of Hazardous Materials (including, but not
limited to, the abandonment or discarding of Hazardous Materials in barrels,
drums, or other containers) into or within the environment, including, without
limitation, the migration of Hazardous Materials into, under, on, through, or in
the air, soil, subsurface strata, surface water, groundwater, drinking water
supply, any sediments associated with any water bodies, or any other
environmental medium, regardless of where such migration originates.

"Schedule" shall mean a schedule from the master set of schedules and
attachments developed for this Agreement and the Subsequent Facilities Agreement
and which is listed in the Table of Contents for this Agreement. The parties
agree that to the extent information in a schedule from the master set of
schedules and attachments is listed by a facility name and/or by a facility
number, such schedule shall, for purposes of this Agreement, be deemed to
include only the information contained therein that is related to the First
Facilities, unless this Agreement expressly refers to information contained
therein that is related to the Subsequent Facilities.

"Taxes" shall mean (i) all federal, state, county and local sales,
use, property, recordation and transfer taxes, (ii) all state, county and local
taxes, levies, fees, assessments or surcharges (however designated, including
privilege taxes, room or bed taxes and user fees) which are based on the gross
receipts, net operating revenues or patient days of a Facility for a period
ending on, before or including the relevant Closing Date (as defined in SECTION
2.13) or a formula taking any one of the foregoing into account, and (iii) any
interest, penalties and additions to tax attributable to any of the foregoing,
but shall not include income and other taxes described in SECTIONS 2.4(a) and
(b).

Section 1.2 INDEX OF OTHER DEFINED TERMS. In addition to those terms
defined above, the following terms shall have the respective meanings given
thereto in the sections indicated below:

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<PAGE>

Defined Term Section
------------ -------

Account Parties 2.9(b)
Accrued Operating Assets 2.5(b)
Accrued Operating Expenses 2.3(g)
Acquired Acute Hospitals 6.8(c)
Acquisition Date 6.8(c)
Acute Hospitals 6.8(b)(iii)
Adjustment Sections 2.14
Agreement Preamble
Allocation Schedule 2.7
Assumed Contracts 2.3(a)
Assumed Guaranties 2.3(a)
Assumed Liabilities 2.3
Balance Sheet 3.17(b)
Buyer Preamble
Buyer Subsidiary Preamble
Charter Documents 3.4
Claim Notice 11.6
Closing Date 2.13
COBRA 2.10(d)
Code 3.11
Collection Fee Base 2.9(f)
Combined Receivables 3.17(d)
Combined Subsidiaries 3.17(a)
Competing Business 6.8(a)
Consents 8.5
Consultant 6.2(b)
Contingent Contract 2.18
Cost Report Settlements 2.2(i)
Covenant Period 6.8(d)
Covered Facilities 6.8(b)(ii)
Covered Parties 6.8(a)
Deductible Amount 11.3(b)(i)(B)
Document Retention Period 5.7(b)
EBITDA 3.17(a)
EBITDA Statements 3.17(a)
Eligible Receivables 2.9(b)(ii)
Employee Benefit Arrangements 3.26(c)
Environmental Survey 6.2(b)
Equipment 2.1(d)

- 5 -
<PAGE>

ERISA 2.10(a)
Escrow Agent 2.13(f)
Estimated Net Book Values 2.6(a)
Excess Interim Payments 2.1(l)
Excluded Assets 2.2
Excluded Liabilities 2.4
Exempted Competing Business 6.8(c)
Facilities Recitals
Final Closing 2.13
Final Closing Date 2.13
Final Net Book Values 2.6(c)
Financial Schedule 3.17(b)
First Closing 2.13
First Facilities Recitals
Hired Employees 2.10(c)
Hospital Records 5.7(a)
HSR Act 3.4
Indemnitee 11.5
Indemnitor 11.5(a)
Insurance Program 6.10
Intercompany Transactions 2.1(f)(y)
Interim Net Book Values 2.6(b)
Inventory 2.1(e)
JCAHO 3.20
Leased Real Property 2.1(b)
Loan Commitment Agreements 2.1(f)
Loan Commitment Notes 2.1(f)
Losses 11.3(a)
Manuals 2.11(b)
Material Adverse Effect 3.4
Multiemployer Plans 2.10(a)
Net Book Values 2.5(b)
1993 EBITDA 2.13(b)
Other Assigned Contracts 2.1(f)
Original Closing Date 2.14
Owned Real Property 2.1(a)
Paid Time Off 2.3(c)
Panel 2.14
Patient Records 5.7(a)
Pension Plans 2.10(a)
Permitted Encumbrances 3.8(a)

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<PAGE>

Permitted Expansions 6.8(b)(iv)
PHIS Employees 2.10(b)(i)
PHIS System 2.17
Prepayments 2.1(k)
Purchase Price 2.5
Real Property Leases 2.1(b)
Receivables 2.1(l)
Related Agreements 3.4
Reorganization 6.8(b)(v)
Required First Facilities 2.13
Retained Employees 2.10(b)(iii)
Schedule of Required Consents 2.12(c)
Scheduled Closing 2.13
Second Closing 2.13
Seller Preamble
Specified Acute Hospital 6.8(c)
Specified Capacity 6.8(a)
Straddle Patients 2.9(c)
Straddle Patient Payments 2.9(c)(ii)
Subject Transferred Assets 2.13
Subsequent Facilities Recitals
Subsequent Facilities Agreement Recitals
Subsidiaries Recitals
TEFRA 2.9(c)(ii)
Tentative Purchase Price 2.6(a)
Termination Date 10.1(b)
Third Party Claims 11.5(a)
Title Insurer 8.7
Title Policies 8.7
Transactions Recitals
Transferred Business Names 2.1(h)
Transition Period 2.17
Trigger Amount 11.3(b)(i)(B)
Unusual Proceedings 3.14
Venture Agreements 2.1(c)
Ventures 2.1(c)
WARN Act 2.10(e)
Working Capital Adjustment Date 2.6(c)

- 7 -
<PAGE>

ARTICLE 2
BASIC TRANSACTIONS

Section 2.1 PURCHASED ASSETS. On the terms and subject to the conditions
contained in this Agreement, Buyer shall, or shall cause the applicable Buyer
Subsidiary to, purchase from each Subsidiary, and Seller shall cause each
Subsidiary to sell, convey, assign, transfer and deliver to Buyer or the
applicable Buyer Subsidiary, the following assets of each such Subsidiary that
are used in and necessary for the conduct of the operations of the Facilities
(the "TRANSFERRED ASSETS"), but excluding all Excluded Assets as defined in
SECTION 2.2:

(a) All of the Subsidiary's right, title and interest in and to the
real property owned in fee (the "OWNED REAL PROPERTY") that is identified in
SCHEDULE 2.1(a) on which Facilities are located and all other real property
owned in fee by the Subsidiary and used in and necessary for the conduct of the
operations of the Facilities, together with the Facilities, construction work-
in-progress, and all other buildings, fixtures and improvements thereon, and all
rights, privileges, permits and easements appurtenant thereto.

(b) All of the Subsidiary's right, title and interest, as lessee or
sublessee, in and to the leasehold estates and the related lease or sublease
agreements (the "REAL PROPERTY LEASES") respecting land, Facilities, buildings,
fixtures and real property improvements (whether owned or leased) (the "LEASED
REAL PROPERTY") identified in SCHEDULE 2.1(b), together with all construction
work-in-progress in respect of same and all rights, privileges and easements
appurtenant thereto.

(c) All of the Subsidiary's right, title and interest in and to the
joint ventures or partnerships identified in SCHEDULE 2.1(c) hereto (the
"VENTURES") that relate to partnerships or joint ventures that own or lease
Facilities or other Transferred Assets, together with all of the Subsidiary's
right, title and interest in and to the joint venture or partnership agreements,
also identified in such Schedule (the "VENTURE AGREEMENTS"), that govern such
partnerships or joint ventures, and, subject to the provisions of SECTION 7.6,
in and to all distributions and allocations which the Subsidiary is entitled to
receive as of the relevant Scheduled Closing (as defined in SECTION 2.13).

- 8 -
<PAGE>

(d) All of the Subsidiary's right, title and interest in and to fixed
machinery and equipment, other fixtures and fittings, moveable plant, machinery,
equipment and furniture, trucks, tractors, trailers and other vehicles, tools
and other similar items of tangible personal property (collectively,
"EQUIPMENT") (i) that are not consumed, disposed of or held for sale or as
inventory in the ordinary course of business, (ii) that are used, owned, held or
leased by the Subsidiary as of the relevant Scheduled Closing, and (iii) that
are used in and necessary for the conduct of the operations of the Facilities.

(e) All of the Subsidiary's right, title and interest in and to
inventories of supplies, drugs, food, janitorial and office supplies,
maintenance and shop supplies, and other similar items of tangible personal
property intended to be consumed, disposed of or sold in the ordinary course of
business (collectively, the "INVENTORY") that are used, owned or held by the
Subsidiary as of the relevant Scheduled Closing and that are used by the
Subsidiary in and necessary for the conduct of the operations of the Facilities.

(f) All of the Subsidiary's right, title and interest in and to all
written contracts and agreements (the "OTHER ASSIGNED CONTRACTS") to which the
Subsidiary is a party at the relevant Scheduled Closing, other than the Real
Property Leases and the Venture Agreements, (i) that are listed on SCHEDULE
2.1(f), (ii) pursuant to which the Subsidiary paid or received less than $25,000
during its last fiscal year or pursuant to which it expects to pay or receive
less than $25,000 during its current fiscal year, or (iii) with respect to Other
Assigned Contracts not described in clauses (i) or (ii) above, for which Buyer
has not provided Seller with written notice of its rejection of such contract or
agreement within sixty (60) days following the relevant Scheduled Closing,
PROVIDED THAT the Other Assigned Contracts shall not include any contract or
agreement that relates to or covers healthcare facilities or operations of
Seller other than the Facilities that are being sold, assigned, transferred or
conveyed at such relevant Scheduled Closing except to the extent the portion of
such contract or agreement related to such Facility may be assigned together
with the sale, assignment, transfer or conveyance of such Facilities. SCHEDULE
2.1(f) contains a list by Facility of the following categories of Other Assigned
Contracts pursuant to which a Subsidiary paid or received $25,000 or more during
its last fiscal year or expects to pay or receive $25,000 or more during its
current fiscal year: construction contracts relating to construction work-in-
progress at the Facilities; Equipment

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<PAGE>

leases (whether operating or capitalized leases) and installment purchase
contracts where the annualized lease or installment payments exceed $25,000;
contracts or arrangements binding on a Facility which contain any covenant not
to compete or otherwise significantly restrict the nature of the business
activities in which the Facility may engage; provider agreements with Payors
other than Medicare and Medicaid (as defined in SECTION 1.1); bridge and other
loan commitment agreements (the "LOAN COMMITMENT AGREEMENTS") pursuant to which
a Subsidiary has agreed to provide advances or income guarantees from time to
time to lessors or sublessors under the Real Property Leases or to healthcare
professionals, groups or entities providing services to the Facilities, together
with promissory notes (the "LOAN COMMITMENT NOTES") evidencing amounts owed to
the Subsidiary as a result of any such advances or guarantees; agreements with
healthcare professionals; leases as lessor or sublessor; and any other
contracts in force pursuant to which the Subsidiary paid or received over
$25,000 during its last fiscal year or expects to pay or receive $25,000 or more
during its current fiscal year. Notwithstanding the foregoing, the Other
Assigned Contracts shall not include and SCHEDULE 2.1(f) need not contain:

(w) Any contract which evidences indebtedness for money borrowed
or the deferred portion of the purchase price for Owned Real Property and
is therefore an Excluded Liability under the provisions of SECTION 2.4(i),
unless the parties mutually agree, in accordance with the provisions of
such SECTION 2.4(i), that such indebtedness will be assumed by Buyer, in
which case the contract or contracts evidencing such indebtedness will be
Transferred Assets, PROVIDED THAT if the indebtedness evidenced by any such
contract is secured by a lien on any Transferred Asset, Seller shall cause
such lien to be released at or prior to the relevant Scheduled Closing
unless Buyer agrees to assume such indebtedness pursuant to SECTION 2.4(i);

(x) Any contract respecting an intercompany transaction between
the Subsidiary, on the one hand, and Seller or an Affiliate (as defined in
SECTION 1.1) of Seller, on the other, whether or not such transaction
relates to the provision of goods and services, tax sharing arrangements,
payment arrangements, intercompany charges or balances, or the like
("INTERCOMPANY TRANSACTIONS"), except that transactions arising in
connection with open purchase orders where the Seller has acted as an
intermediary for

- 10 -
<PAGE>

a Subsidiary and transactions between Seller or an Affiliate of Seller, on
the one hand, and the ventures and partnerships described in SECTION 2.1(c)
that are not wholly owned by Seller and its Affiliates, on the other hand,
shall not be regarded as Intercompany Transactions;

(y) Employment contracts, if any, between the Subsidiary or a
Facility and the chief executive or chief financial officer of such
Facility, whether or not such officer is a Hired Employee (as defined in
SECTION 2.10(c)); and

(z) Collective bargaining agreements in respect of the employees
of a Facility, unless Buyer elects to assume such agreements (it being
understood, however, that nothing herein is intended to affect Buyer's
obligations with respect thereto, if any, under the National Labor
Relations Act).

(g) All of the Subsidiary's right, title and interest in and to the
right to receive mail and other communications addressed to Seller or the
Subsidiary insofar as such mail or other communication relates to the operation
of the Facilities after the relevant Scheduled Closing, or to Receivables,
Inventory, Prepayments or Accrued Operating Expenses (as herein defined).

(h) All of the Subsidiary's right, title and interest in and to the
business names set forth in SCHEDULE 2.1(h) (the "TRANSFERRED BUSINESS NAMES").

(i) All of the Subsidiary's right, title and interest in and to
Licenses (as defined in SECTION 1.1) in favor of the Subsidiary as of the
relevant Scheduled Closing that are related to, necessary for, or used in
connection with the operation of the Facilities transferred in such Scheduled
Closing as presently operated by the Subsidiary, PROVIDED THAT Licenses in favor
of the Subsidiary shall be included in the Transferred Assets only to the extent
they are lawfully transferable.

(j) All of the Subsidiary's right, title and interest in and to
unexpired warranties as of the relevant Scheduled Closing that are transferable
to Buyer which the Subsidiary has received from third parties with respect to
the Transferred Assets, including, but not limited to, such warranties as are
set forth in any construction agreement, lease agreement,

- 11 -
<PAGE>

equipment purchase agreement, consulting agreement or agreement for
architectural and engineering services.

(k) All of the Subsidiary's right, title and interest in and to
advance payments, prepayments, prepaid expenses, deposits and the like (i) made
by the Subsidiary or Seller on its behalf in the ordinary course of business
with respect to Subject Transferred Assets (as defined in SECTION 2.13) prior to
the relevant Scheduled Closing, (ii) which exist as of such Scheduled Closing,
(iii) with respect to which Buyer will receive the benefit after the relevant
Scheduled Closing, AND (iv) which Buyer agrees to acquire (Buyer hereby agreeing
not to withhold such agreement unreasonably) (collectively, "PREPAYMENTS"),
which Prepayments are listed by Facility, category and approximate amount as of
November 30, 1993 (or a later date if mutually agreed upon), in SCHEDULE 2.1(k).

(l) Subject to the further provisions of SECTION 2.9, all of the
Subsidiary's right, title and interest as of the Closing in and to accounts
receivable recorded by the Subsidiary as an account receivable from Payors,
patients and other third parties (whether or not billed) arising from or in
connection with the operation of the Facilities, together with rights to payment
for services rendered through the relevant Closing Date to Straddle Patients
referred to in SECTION 2.9(c) (collectively, "RECEIVABLES"), PROVIDED that any
account receivable that would, under SECTIONS 2.9(b)(ii)(B) or (C), qualify as
an "Eligible Receivable" as of the end of the month ending prior to the relevant
Scheduled Closing shall, at the option of Buyer, not be a receivable included in
the Scheduled Closing and shall be an Excluded Asset. The parties hereby
acknowledge that interim payments made by a Payor that are in excess of the net
carrying value of the Receivables with respect to which such interim payments
are a credit against amounts that would otherwise be due from the Payor ("EXCESS
INTERIM PAYMENTS") shall not be regarded as Receivables for any purpose of this
Agreement, because such Excess Interim Payments do not reflect amounts which the
recipient is entitled to retain for services rendered and such Excess Interim
Payments are Excluded Assets and Excluded Liabilities under this Agreement.

(m) All of the Subsidiary's right, title and interest in and to the
goodwill of the businesses evidenced by the Transferred Assets, and, except for
Excluded Assets, any and all other assets of the Subsidiary used in and
necessary for the conduct of the operations of the Facilities as conducted prior
to the relevant Scheduled Closing, whether or not such

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assets have any value for accounting purposes, PROVIDED THAT with respect to NME
Hospitals, Inc., NME Properties Corp., NME Psychiatric Properties, Inc., NME
Specialty Hospitals, Inc. and any subsidiary of NME Specialty Hospitals, Inc.
(including, without limitation, NME Psychiatric Hospitals, Inc.), only those
assets described in SECTION 2.1(a)-(l) above (other than Excluded Assets) shall
be included in the Transferred Assets.

Section 2.2 EXCLUDED ASSETS. The following properties and assets (the
"EXCLUDED ASSETS") are not included in Transferred Assets:

(a) Except for the Inventory, Receivables, Prepayments and current
amounts represented by the Loan Commitment Notes, all assets constituting
working capital, whether cash, cash equivalents, securities, or other current
assets, and all claims, choses in action, rights of recovery, rights of set-off,
rights to refunds, and similar rights.

(b) Except for the Transferred Business Names, Licenses and Other
Assigned Contracts included in the Transferred Assets and except for manuals
relating to equipment and other tangible property included in the Transferred
Assets, all privileged or proprietary (to Seller or a Subsidiary) materials,
documents, information, media, methods and processes owned by Seller or a
Subsidiary, and any and all rights to use same, including, but not limited to,
all intangible assets of an intellectual property nature such as trademarks,
service marks and trade names (whether or not registered), computer software
that is proprietary to Seller or a Subsidiary, all procedures and manuals that
are proprietary to Seller or a Subsidiary, all promotional or marketing
materials (including all marketing computer software), and any and all names
under which the Subsidiaries or the Facilities have done business or offered
programs, other than the Transferred Business Names, and all abbreviations and
variations thereof, PROVIDED, HOWEVER, that Buyer shall have the rights set
forth in SECTION 2.11.

(c) The rights of Seller or any Subsidiary under any insurance
policy, if any, included in the Transferred Assets which relate to any Excluded
Asset or Excluded Liability (as defined in SECTION 2.4) (it being understood,
however, that Buyer shall have no obligation to take any action under any such
policy to seek any recovery except at the reasonable request, and at the sole
expense, of Seller or a Subsidiary or to continue any such policies in force).

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<PAGE>

(d) The rights of Seller or of any Subsidiary to receive mail and
other communications addressed to any of them with respect to Excluded Assets or
Excluded Liabilities.

(e) Subject to the provisions of SECTION 5.7, any and all business
and patient records of or related to the operation of the Facilities, whether or
not maintained at or by the Facilities.

(f) All property, plant, equipment and other assets pertaining to the
psychiatric healthcare business of Seller or any subsidiary of Seller that
relate primarily to any general hospital, acute hospital or so-called "campus
facility" of Seller or any subsidiary of Seller and all outpatient facilities
and other assets primarily related thereto.

(g) Any and all contracts and agreements pursuant to which a
Subsidiary provides management services to third parties other than a Facility,
except for such contracts and agreements as are specifically listed on SCHEDULE
2.1(f).

(h) Subject to SECTIONS 2.17 and 6.7, any and all rights respecting
computer and data processing hardware or firmware that is proprietary to Seller
or any Affiliates of Seller, and any computer and data processing hardware or
firmware, whether or not located at a Facility, that is part of a computer
system the central processing unit for which is not located at a Facility.

(i) All of the right, title and interest of Seller and the
Subsidiaries in assets resulting from any resolution with Payors of amounts due
with respect to Cost Reports ("COST REPORT SETTLEMENTS") to the extent such Cost
Reports cover any period through the relevant Scheduled Closing with respect to
a Facility and other rights of Seller respecting Cost Reports described in
SECTION 6.6, including any assets or liabilities resulting from any gain or loss
on the sale of the Facilities in connection with the Transactions.

(j) (i) All amounts due to the Subsidiaries arising from
Intercompany Transactions, (ii) assets that are the subject of the Subsequent
Facilities Agreement, and (iii) such other assets, if any, specifically
described in SCHEDULE 2.2(j) and assets which would be Transferred Assets except
for the operating of SECTIONS 2.12, 6.2(c), 8.5, 8.7 or 9.5 or other provisions
of this Agreement.

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<PAGE>

(k) All "800" telephone lines and related Equipment and contract
rights and all advertising containing any name other than a Transferred Business
Name.

Seller shall remove at any time prior to or within thirty (30) days following
the relevant Closing Date or, with respect to the Hospital Records (as defined
in SECTION 5.7(a)), Seller may remove from time to time within the relevant
Document Retention Period (as defined in SECTION 5.7(b)) (in each case, at
Seller's expense, but without charge by Buyer for storage), any and all of the
Excluded Assets from the Facilities, PROVIDED that Seller shall do so in a
manner that does not unduly or unnecessarily disrupt Buyer's normal business
activities at the Facilities.

Section 2.3 ASSUMED LIABILITIES. Subject to the terms and conditions
set forth in this Agreement, Buyer shall assume and pay, discharge and perform
as and when due ONLY the following obligations and liabilities of Seller and the
Subsidiaries and no others (the "ASSUMED LIABILITIES:), as such obligations and
liabilities may exist at the time they are assumed by Buyer in accordance with
the terms hereof:

(a) All liabilities and obligations of the Subsidiaries which pertain
to or are to be performed during the period following the relevant Closing Date,
and which arise under any contract, license, permit, agreement, arrangement,
understanding or undertaking included in the Transferred Assets, including the
Real Property Leases, the Venture Agreements, the Other Assigned Contracts and
the Licenses, and any obligation or liability (the "ASSUMED GUARANTEES") of
Seller or any Affiliate of Seller (including letters of credit and performance
bonds) which is in the nature of a guaranty of the foregoing (together, the
"ASSUMED CONTRACTS"), including without limitations, the capitalized lease
liabilities and obligations of the Facilities listed on SCHEDULE 2.3(a).

(b) Without affecting the provisions of SECTIONS 2.1(k), 2.6(a),
2.6(b) or 2.6(c), all liabilities and obligations under open purchase orders at
a Facility included in the Subject Transferred Assets that were entered into by
Seller or a Subsidiary in the ordinary course of business with respect to
operation of such Facility on or prior to the relevant Closing Date and which
provide for the delivery of goods or services subsequent to the relevant Closing
Date.

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<PAGE>

(c) All obligations and liabilities to any Hired Employee for paid
time off that is vested and with respect to which the Hired Employee would be
entitled to payment upon termination of his or her employment with Seller or an
Affiliate of Seller (including, for all purposes of this Agreement, "old paid
days leave," "paid time off," sick leave and vacation pay to the extent that
they are vested rights that are subject to payment upon termination of
employment; collectively, "PAID TIME OFF") through the relevant Closing Date in
accordance with the employment policies of Seller and its Affiliates as they
exist on the date of this Agreement; PROVIDED that if Seller satisfies any
portion of such obligations and liabilities existing at the relevant Scheduled
Closing by payment to a Hired Employee, then such payment shall be treated as a
reduction of Accrued Operating Expense (as defined in SECTION 2.3(g)).

(d) Without limiting Seller's representations and warranties
contained in ARTICLE 3 or Buyer's rights under ARTICLE 11 for a breach thereof,
all liabilities and obligations respecting any changes or improvements needed to
the Facilities for them to be in material compliance following the relevant
Scheduled Closing with respect to such Facilities with safety, building, fire,
land use, access (including without limitation the Americans With Disabilities
Act) or similar Laws (as defined in Section 1.1) respecting the physical
condition of the Facilities.

(e) All liabilities and obligations respecting employee matters
assumed by Buyer pursuant to the provisions of SECTION 2.10.

(f) Any liability or obligation which becomes an Assumed Liability by
operating of SECTION 2.4(i) and such other liabilities and obligations
pertaining to the Facilities, if any, specifically described in SCHEDULE 2.3(f).

(g) Any accrued and unpaid liabilities (whether or not due) of the
Subsidiaries in existence on the relevant Scheduled Closing Date which relate to
the Facilities, which were incurred in the ordinary course of the operation of
the Facilities and which represent (i) trade payables incurred to suppliers of
goods or services; (ii) water, gas, electricity and other utility charges; (iii)
license fees; (iv) rent, common area maintenance charges, operating expenses and
other charges arising under the Real Property Leases; (v) insurance premiums
(but only with respect to policies that will be continued in force by Buyer
after the relevant Scheduled Closing); (vi) salaries and other payroll costs
respecting Hired Employees

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accrued in accordance with the normal accounting practices of Seller and the
Subsidiaries (but not including bonuses or other incentive compensation or
accrued benefits with respect to benefit plans that are not assumed by Buyer);
(vii) Taxes, except for Taxes referred to in SECTION 5.5 relating to expenses of
the Transactions and payroll taxes respecting employees who are not Hired
Employees; and (viii) similar liabilities incurred in the ordinary course of the
operations of the Facilities and customarily recorded as a current liability,
other than the current portion of long-term liabilities and obligations (the
liabilities referred to in this SECTION 2.3(g), together with the liabilities
and obligations for Paid Time Off assumed under SECTION 2.3(c), being herein
referred to as "ACCRUED OPERATING EXPENSES").

Section 2.4 EXCLUDED LIABILITIES. The parties agree that liabilities
and obligations of Seller and the Subsidiaries not expressly described in
SECTION 2.3 as Assumed Liabilities are not part of the Assumed Liabilities, and
Buyer shall not assume or become obligated with respect to any other obligation
or liability of Seller or any Subsidiary or any Affiliate of either of any
nature whatsoever (whether express or implied, fixed or contingent, liquidated
or unliquidated, known or unknown, accrued, due or to become due) (collectively,
"EXCLUDED LIABILITIES"), including, but not limited to, the liabilities and
obligations described in this Section, all of which shall remain the sole
responsibility of Seller or the pertinent Subsidiary or Affiliate, as the case
may be. Without limiting the generality of the foregoing, Buyer shall not
assume and shall have no liability or obligation of any kind for or with respect
to any of the following liabilities or obligations:

(a) Subject to SECTION 5.5 respecting certain expenses incurred in
connection with the Transactions, any of Seller's or any of the Subsidiaries'
(or their respective Affiliates') liabilities or obligations (including, but not
limited to, any liabilities or obligations under any tax sharing agreements)
with respect to franchise taxes and with respect to foreign, federal, state or
local taxes imposed upon or measured, in whole or in part, by the income for any
period of Seller and/or such Subsidiaries or any member of a combined or
consolidated group of companies of which Seller and/or such Subsidiaries are, or
were at any time, a part, or with respect to interest, penalties or additions to
any of such taxes, and any income, franchise, tax recapture, transfer tax, sales
tax or use tax that may arise upon consummation of the transactions contemplated
by this Agreement and be due or payable by Seller or any Subsidiary, it being

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understood that Buyer shall not be deemed to be Seller's or any Subsidiary's
transferee with respect to any such tax liability.

(b) Any of Seller's or any of its Subsidiaries' or Affiliates'
liabilities or obligations with respect to the recapture of foreign, federal,
state or local tax deductions or credits taken by Seller or such Subsidiary
imposed upon, or any taxable gain recognized by, Seller or such Subsidiary on
account of the Transactions contemplated hereby.

(c) Liabilities or obligations of Seller, its Affiliates or a
Subsidiary arising from the breach by Seller or such Subsidiary on or prior to
the relevant Closing Date of any term, covenant, or provision of any of the
Assumed Contracts.

(d) Liabilities or obligations of Seller, a Subsidiary or Seller's
Affiliates now existing or which may hereafter exist by reason of any violation
or alleged violation of Law or Laws by Seller or any of its Affiliates or by a
Subsidiary, or by an employee or independent contractor of any of the foregoing
where any of the foregoing is or is alleged to be responsible for the acts or
omissions of any such person, occurring on or prior to the relevant Scheduled
Closing Date.

(e) Liabilities or obligations of Seller or a Subsidiary now existing
or which may hereafter exist by reason of any liability to refund any payment or
reimbursement received by Seller or a Subsidiary from any Payor which is
attributable to any period of time ending on or prior to the relevant Closing
Date respecting such Facilities for which such payment or reimbursement was
received.

(f) Liabilities or obligations of Seller or a Subsidiary under any
Assumed Contract which would be included in the Transferred Assets but for the
provisions of SECTION 2.12 unless Buyer is provided with the benefits thereunder
as contemplated in SECTION 2.12.

(g) Liabilities of Seller and the Subsidiaries arising from or in
connection with litigation described in SECTION 3.14, including, but not limited
to, the Unusual Proceedings described therein, and any and all liabilities or
obligations of Seller and the Subsidiaries for claims for personal injury
(including sickness, trauma, disease, pain and suffering, loss of future
earnings, punitive damages and the like), property damage, and other damage and
injury in existence (I.E., all elements of the claim

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are complete) at or prior to the relevant Scheduled Closing, whether or not any
claim has been made or litigation has been instituted with respect thereto and
whether or not any claim is covered partially or fully by insurance.

(h) Subject to SECTION 2.12, liabilities of Seller and the
Subsidiaries incurred in connection with their obtaining any consent,
authorization or approval necessary for them to sell, convey, assign, transfer
or deliver any Transferred Asset to Buyer hereunder.

(i) Any liability of Seller or a Subsidiary representing indebtedness
for money borrowed or the deferred portion of the purchase price for any Owned
Real Property or Equipment (and any refinancing thereof), including without
limitation the indebtedness identified on SCHEDULE 2.4(i); PROVIDED that if,
prior to the relevant Scheduled Closing, the parties mutually agree that any
such indebtedness or obligation will be assumed by Buyer and further agree upon
an equitable reduction in the cash portion of the Purchase Price (as defined in
SECTION 2.5) to reflect Buyer's assumption of such indebtedness or obligation,
then any such indebtedness or obligation will be deemed to constitute an Assumed
Liability for all purposes of this Agreement; and PROVIDED FURTHER that with
respect to any such indebtedness or obligation not so assumed by Buyer that
constitutes a lien or encumbrance upon any Transferred Asset, Seller agrees that
on or prior to the relevant Scheduled Closing it will either pay or discharge
such indebtedness or liability in full or otherwise cause such lien or
encumbrance to be removed from such Transferred Asset, so that such Transferred
Asset is sold, conveyed, assigned, transferred and delivered to Buyer at such
Scheduled Closing free and clear of such lien or encumbrance.

(j) Such other liabilities and obligations, if any, specifically
described in SCHEDULE 2.4(j) and liabilities which would be Assumed Liabilities
but for the provisions of SECTIONS 2.12, 8.5, 8.7 or 9.5.

(k) Amounts due from the Subsidiaries arising from Intercompany
Transactions.

(l) Liabilities and obligations respecting Cost Report Settlements to
the extent such Cost Reports cover any period through the relevant Closing Date
and other obligations of Seller respecting Cost Reports described in SECTION
6.6.

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(m) Subject to SECTION 2.10(f), liabilities and obligations for
bonuses, other incentive compensation and benefits under benefit plans to the
extent not specifically included in Accrued Operating Expenses.

Section 2.5 PURCHASE PRICE. The purchase price (the "PURCHASE
PRICE") in the aggregate for all of the Transferred Assets shall be equal to the
sum of (a) Ninety-One Million Four Hundred Sixty-Eight Thousand Dollars
($91,468,000), subject to such adjustments, if any, as may occur pursuant to
Sections 2.12, 2.14, 6.2(c), 8.5, 8.7, or 9.5 or other provisions of this
Agreement, including the book value as of the relevant Scheduled Closing of
capitalized lease liabilities assumed and the value of any assumption of debt
pursuant to SECTION 2.4(i), PLUS (b) an amount equal to the net book values as
of the relevant Scheduled Closing of the Loan Commitment Notes, Inventory,
Receivables and Prepayments (collectively, "ACCRUED OPERATING ASSETS") included
in the Transferred Assets LESS Accrued Operating Expenses, plus (c) an amount
(determined on the basis of the Venture's balance sheet) equal to the net book
value as of the relevant Scheduled Closing of (i) the sum of each Venture's
current assets and distributions payable to partners or venturers, LESS (ii) the
sum of each such Venture's current liabilities, indebtness for money borrowed
and capotalized lease liabilities, pro-rated in each case to the
equity percentage in such Venture held by Seller and the Subsidiaries (the
amounts in clauses (b) and (c) being referred to as the ("NET BOOK VALUES"). In
addition, at the First Closing, Buyer shall pay to Seller the sum of Two Million
Dollars ($2,000,000) for the covenant not to compete described in SECTION 6.8.
Notwithstanding anything in this Agreement or in a Schedule hereto that might be
construed to the contrary, Net Book Values will not be reduced by Seller's
retained liability for Excess Interim Payments made by a Payor prior to the
relevant Scheduled Closing that are in excess of the net carrying value of the
Receivables transferred at such Scheduled Closing with respect to which such
interim payments are a credit against amounts that would otherwise be due from
the Payor.

Section 2.6 PAYMENT OF PURCHASE PRICE. That portion of the Purchase
Price due and payable for the Transferred Assets actually sold, assigned,
transferred and conveyed to Buyer and the applicable Buyer Subsidiaries
hereunder shall be paid as follows:

(a) PAYMENT OF TENTATIVE PURCHASE PRICE. No less than five (5)
business days prior to each Scheduled Closing, Seller shall deliver to Buyer a
certificate executed on the Seller's behalf by a responsible officer

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setting forth the Seller's estimate of what the Net Book Values will be as of
such Scheduled Closing for the Subject Transferred Assets (as defined in SECTION
2.13) (the "ESTIMATED NET BOOK VALUES"), and additionally setting forth (i) the
Net Book Values for the Subject Transferred Assets recorded by Seller as of the
most recent month-end prior to the delivery of such certificate for which data
is available, and (ii) the methodology used by Seller for updating changes in
Net Book Values since such month-end data to arrive at such estimate. All
determinations made with respect to the Net Book Values shall be based upon the
internal records of, and the valuation methods customarily used by, Seller and
the Subsidiaries, absent error, and consistent with generally accepted
accounting principles with respect to the recording and accruing of the types
of assets and liabilities included in Net Book Values. On the terms and subject
to the conditions contained in this Agreement, at each Scheduled Closing Buyer
shall pay to Seller, in the manner set forth herein, an amount equal to (iii)
the portion of the Purchase Price arising under SECTION 2.5(a) (including any
debt assumptions pursuant to SECTION 2.4(i)) due at such Scheduled Closing as
calculated on the basis of the values assigned to the pertinent Subject
Transferred Assets in the Allocation Schedule (as defined in SECTION 2.7) PLUS
(iv) an amount equal to one hundred percent (100%) of the Estimated Net Book
Values related to the Subject Transferred Assets, (the sum of clauses (iii) and
(iv) being referred to as the "TENTATIVE PURCHASE PRICE"), LESS (v) the book
value of any capitalized leases assumed at such Scheduled Closing, LESS (vi) the
value of any debt assumed pursuant to SECTION 2.4(i) at such Scheduled Closing.

(b) DETERMINATION OF INTERIM NET BOOK VALUES. As soon as
practicable, but in no event later than sixty (60) days after each Scheduled
Closing, Seller shall cause a schedule to be prepared and delivered to Buyer
showing an interim calculation of the Net Book Values with respect to the
Subject Transferred Assets (the "INTERIM NET BOOK VALUES") as of the relevant
Closing Date derived by Seller from the internal books and records of Seller and
the Subsidiaries and otherwise in accordance with the second sentence of SECTION
2.6(a) with respect to the Facilities included in such Subject Transferred
Assets, as well as from a physical inventory, taken after the date hereof and
prior to or as of such relevant Closing Date, of property which would constitute
Inventory if the relevant Scheduled Closing had occurred on the date of such
physical inventory. If such schedule as submitted by Seller is not challenged
in writing by Buyer within thirty (30) days of its receipt of same, then it
shall be

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deemed accepted by Buyer. If it is so challenged, then, unless otherwise
resolved by agreement of the parties within thirty (30) days from the date of
Buyer's challenge or such later date as the parties may mutually agree upon,
such disagreement shall be mutually submitted by the parties to their respective
independent certificated public accountants for resolution. If such accountants
cannot resolve the disagreement within thirty (30) days of such submission, then
they shall submit the matter to a third accounting firm of national standing
selected by them, whose determination shall be final and binding, and shall be
rendered within thirty (30) days of the date on which the matter is submitted to
such firm. Any such third accounting firm shall determine the issues in dispute
following such procedures, consistent with the language of this Agreement, as it
deems appropriate to the circumstances and with reference to the amounts in
issue. No particular procedures are intended to be imposed upon such third
accounting firm, it being the desire of the parties that any such dispute shall
be resolved as expeditiously and inexpensively as reasonably practicable. In
the event that the Interim Net Book Values differ from the Estimated Net Book
Values, whether determined on the basis of the schedule prepared by Seller, or
agreement of the parties, or decision by independent public accountants, as the
case may be, then and in such event, within five (5) business days following
such determination of the Interim Net Book Values, either Buyer shall pay to
Seller, or Seller shall pay to Buyer, as the case may be, in immediately
available funds, the amount by which the Interim Net Book Values differs from
the Estimated Net Book Values. The pendency of a dispute shall not affect the
payment obligation hereunder of either Buyer or Seller to the extent such
payment is not disputed.

(c) DETERMINATION OF FINAL NET BOOK VALUES. Within ten (10) business
days following expiration of six (6) months from each Scheduled Closing, Buyer
shall provide a certificate to Seller, executed on Buyer's behalf by a
responsible officer, setting forth a proposed calculation of final Net Book
Values with respect to the Subject Transferred Assets (the "FINAL NET BOOK
VALUES") as of the end of such six (6) month period (a "WORKING CAPITAL
ADJUSTMENT DATE") which shall contain a reconciliation as of the relevant
Closing Date of the Interim Net Book Values, adjusted only for (i) errors
claimed by Buyer to exist in Seller's accruals for Accrued Operating Assets and
Accrued Operating Expenses and the Ventures' calculations of partners' equity,
partners' distributions payable and the net book value of Venture fixed assets,
(ii) Buyer's ability to collect Receivables and the Ventures' ability to collect
their accounts

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<PAGE>

receivable in existence as of the relevant Closing Date, on or before the
Working Capital Adjustment Date, in excess of the carrying value therefor as of
the relevant Closing Date net of reserves, and by Buyer's or a Venture's receipt
of Excess Interim Payments, (iii) Buyer's inability to collect Receivables and
the Ventures' inability to collect their accounts receivable in existence as of
the relevant Closing Date, on or before the Working Capital Adjustment Date, in
accordance with their net carrying values as of the relevant Closing Date, and
(iv) Buyer's ability to pay Accrued Operating Expenses and the Ventures' ability
to pay similar expenses of the Venture at less than their book value as of the
relevant Closing Date or Buyer's or the Ventures' payment of the same at more
than their book value as of the relevant Closing Date to the extent legally
required to do so. For purposes of any such calculation, (v) the accuracy of
Seller's or the Ventures' accrual for real and personal property taxes shall be
based upon the last notice of tax assessment respecting such property prior to
the relevant Scheduled Closing that does not reflect the Transactions
contemplated to occur at the relevant Scheduled Closing, (vi) variable or
undetermined charges arising under Real Property Leases shall be accrued as
of the relevant Scheduled Closing on an historical basis, (vii) payments
received on account of Receivables shall be applied in accordance with SECTIONS
2.9(b) and (c), and (viii) expenses for such items as real and personal property
taxes, utility charges, charges arising under leases, insurance premiums and the
like shall be pro-rated as of the relevant Scheduled Closing. In the event that
Buyer elects to reassign to Seller any Loan Commitment Notes on or prior to the
relevant Working Capital Adjustment Date, then the Final Net Book Values shall
be deemed to be further reduced by an amount equal to the uncollected portion
thereof, in which case Buyer shall execute such documents of reassignment as are
reasonably satisfactory to Seller and such Loan Commitment Notes as are
reassigned shall thereafter to be deemed to be Excluded Assets. Any dispute
concerning Buyer's calculation of the Final Net Book Values that is unresolved
for thirty (30) days shall be submitted for resolution by the parties'
independent certified public accountants in accordance with the procedures
contained in SECTION 2.6(b). Within five (5) business days following
determination of the Final Net Book Values for a Scheduled Closing, either Buyer
shall pay to Seller, or Seller shall pay to Buyer, as the case may be, in
immediately available funds, the amount by which the Final Net Book Values
differ from the Estimated Net Book Values, as adjusted for payments, if any, on
account of the Interim Net Book Values. The pendency of a dispute shall not
affect the

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payment obligation hereunder of either Buyer or Seller to the extent such
payment is not disputed.

(d) SELLER AS AGENT OF SUBSIDIARIES. Seller shall, at or prior to
the relevant Scheduled Closing, cause each Subsidiary transferring Subject
Transferred Assets thereat to irrevocably designate (with an original copy being
provided to Buyer) Seller as its agent to receive on its behalf delivery of that
portion of all payments made by Buyer hereunder to which such Subsidiary may be
entitled as a result of its participation in such Scheduled Closing, including
without limitation that portion of the Purchase Price attributable to the
Subject Transferred Assets sold to Buyer by it, and to acknowledge that delivery
of such payments, including the Purchase Price, to Seller in accordance with the
terms of this Agreement shall be conclusive and binding evidence against such
Subsidiary that any payments or consideration due to such Subsidiary in respect
of the Subject Transferred Assets sold to Buyer by it, or in respect of other
payments due to it from Buyer under the terms of this Agreement, have been
delivered.

Section 2.7 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be
allocated to the Transferred Assets on a Facility by Facility basis in
accordance with SCHEDULE 2.7 (the "ALLOCATION SCHEDULE"), except that the
portion of the Purchase Price attributable to the Net Book Values shall be
allocated in accordance with the amounts actually paid therefor in accordance
with the provisions of SECTIONS 2.5(b) and (c). Notwithstanding the foregoing,
at least five (5) days prior to the First Closing (as defined in SECTION 2.13),
Buyer and Seller shall in good faith agree upon reasonable modifications to the
Allocation Schedule set forth in SCHEDULE 2.7 to reduce the aggregate amounts
allocated therein to the First Facilities by the sum of Five Million Dollars
($5,000,000), and such modified Allocation Schedule shall thereafter be the
Allocation Schedule for all purposes of this Agreement. Seller and Buyer shall,
and Seller shall cause the Subsidiaries to, allocate the Purchase Price in
accordance with the Allocation Schedule and allocate the Net Book Values portion
thereof in accordance with the amounts paid therefor, to be bound by such
allocations for all purposes, to account for and report the purchases and sales
contemplated hereby for all purposes (including, without limitation, financial,
accounting, Medicare reimbursement and federal and state tax purposes) in
accordance with such allocations, and not to take any position (whether in
financial statements, Cost Reports, tax returns, Cost Report or tax audits, or
otherwise), including without limitation any claim to an adjustment in the basis
of such assets by Buyer or its successors and

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assigns for Medicare purposes which is inconsistent with such allocations
without the prior written consent of the other party, except to the extent, if
any, required by application Law or generally accepted accounting principles.

Section 2.8 CONTINGENT LEASE OBLIGATIONS. With respect to each Real
Property Lease for which Seller or a Subsidiary remains or will remain
contingently liable after the relevant Scheduled Closing as lessee, sublessee,
guarantor or assignor, Buyer hereby agrees to exercise its best efforts:

(a) To cause the contingent liability of Seller or such Subsidiary,
as the case may be, to be removed on or prior to any extension, renewal or
modification of such Real Property Lease by Buyer or a Buyer Subsidiary;

(b) To procure for Seller and the applicable Subsidiaries a security
interest, in form reasonably satisfactory to Seller, in all of the right, title
and interest of Buyer and the applicable Buyer Subsidiaries in such Real
Property Lease, junior only to the security interest of Buyer's most senior
secured lenders, in order to secure the due and punctual performance by Buyer
and the applicable Buyer Subsidiaries of the Assumed Liabilities represented by
such Real Property Lease; and

(c) To procure for Seller and the applicable Subsidiaries the right
to acquire such right, title and interest in such Real Property Lease, at fair
market value, in the event that Buyer and the applicable Buyer Subsidiaries fail
to pay, perform and discharge when due the Assumed Liabilities represented by
such Real Property Lease and such failure results in Seller or any Subsidiary
being required to pay, perform or discharge any of such Assumed Liabilities.

Section 2.9 REMITTANCES AND RECEIVABLES.

(a) IN GENERAL

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delivery, Buyer shall have no interest in the same and shall hold such
remittances, mail and other communications in trust for the benefit of
Seller and the Subsidiaries. All remittances, mail and other
communications relating to the Transferred Assets or the Assumed
Liabilities received by Seller or any Subsidiary at any time after the
relevant Scheduled Closing at which such Transferred Assets are transferred
and such Assumed Liabilities are assumed by Buyer shall be promptly turned
over by Seller or such Subsidiary to the addressee thereof, or if the
addressee is no longer affiliated with Buyer, to Buyer, and pending such
delivery, Seller or such Subsidiary shall have no interest in the same and
shall hold such remittances, mail and other communications in trust for the
benefit of Buyer.

(ii) With regard to the Medicare, Medicaid and CHAMPUS programs,
and any Blue Cross program that requires a Cost Report or retains the right
of offset, Buyer and Seller mutually covenant and agree as follows. Seller
acknowledges that, from time to time, Buyer or Buyer Subsidiaries, after a
relevant Scheduled Closing, may receive a demand for payment in connection
with overpayments or alleged overpayments from one or more of such
programs, or both, which demand relates to the operation of a Facility
prior to the relevant Scheduled Closing at which such Facility was included
in the Subject Transferred Assets. Buyer shall provide notice to Seller of
such demand within ten (10) days of Buyer's receipt of same. Seller
covenants and agrees with Buyer that Seller shall, within thirty (30) days
of its receipt of written notice from Buyer of such request for any such
payment, which notice shall state the basis thereof in reasonable detail,
pay in cash to Buyer an amount equal to any and all such overpayments
claimed or (by an election made in writing, within twenty (20) days after
receiving notice of any such demand) diligently pursue a contest of such
claim of overpayment and indemnify and hold Buyer harmless from any
liability resulting therefrom, but the right to contest without first
paying shall not be available to Seller if the programs collect the alleged
overpayment by means of a setoff against Buyer, unless Seller first
reimburses Buyer in an amount equal to the amount so setoff, PROVIDED that
in all events Buyer shall provide notice to Seller of such demand within
ten (10) days of Buyer's receipt of same. Subject to the foregoing, if any
such program, with or without notice, collects an alleged overpayment or
other amount allegedly owed by Seller or a Subsidiary by offset against
Buyer or Buyer Subsidiary, Seller shall promptly pay to Buyer an amount
equal to such offset amount PROVIDED that Buyer shall have provided Seller
with any

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notice related to such offset within ten (10) days of Buyer's receipt of
same, or, if no such notice was received by Buyer, Buyer shall have
provided notice to Seller of such offset within ten (10) days of Buyer's
obtaining notice of such offset being taken. Nothing in this SECTION
2.9(a)(ii) shall limit Buyer's obligations under SECTION 7.3.

(b) RECEIVABLES.

(i) Buyer shall exercise commercially reasonable efforts to
collect Receivables. Any payments received by Buyer or its successors and
assigns after a Scheduled Closing Date, from patients, Payors, clients,
customers or others who are the obligors on Receivables transferred as of
such Scheduled Closing Date (collectively, "ACCOUNT PARTIES"), shall be
applied to the oldest remaining Receivables transferred as of such
Scheduled Closing Date from such Account Party in the order in which they
arose unless, in the case of an Account Party who is a patient, otherwise
indicated by the patient's Payor.

(ii) On the tenth day of the first month that begins at least
thirty (30) days after a Scheduled Closing, on the tenth day of each month
thereafter until the Working Capital Adjustment Date with respect to such
Scheduled Closing, and on the tenth day following such Working Capital
Adjustment Date, Buyer shall execute appropriate instruments of assignment
to re-assign back to Seller, and shall turn over to Seller all evidences of
and documents pertaining to, any Receivable which, as of the end of the
immediately preceding month and/or such Working Capital Adjustment Date, as
the case may be, was uncollected and which either (A) is a Receivable in
respect of a non-Medicare patient as to which Buyer has decided to cease
collection activity, or (B) is a Receivable in respect of a non-Medicare
patient which, as of such month end or such Working Capital Adjustment
Date, has remained unpaid for a period of at least one hundred eighty (180)
days following the date of such patient's discharge from a Facility, (C) is
a Receivable in respect of a Medicare patient which relates to amounts that
represent such patient's deductible or co-insurance obligations, and which,
as of such month end or Working Capital Adjustment Date, has remained
unpaid for a period of at least one hundred eighty (180) days following the
date after which the patient is first billed, or (D) is a Receivable from
Medicare in respect of

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a Medicare patient for which payment has been denied by Medicare PROVIDED
that Buyer has filed a request for reconsideration within the period
required. Such Receivables which are eligible to be turned over to Seller
are herein referred to as "ELIGIBLE RECEIVABLES." Any Eligible Receivable
that is assigned back to Seller within thirty (30) days following the first
opportunity to do so under the provisions of this CLAUSE (ii) shall, for
purposes of the adjustments contemplated by SECTION 2.6(c), be deemed to
have not been collected by Buyer, and any Eligible Receivable that is NOT
so assigned back to Seller within thirty (30) days following the first
opportunity to do so under the provisions of this CLAUSE (ii) shall, for
purposes of the adjustments contemplated by SECTION 2.6(c), be deemed to
have been collected by Buyer. With respect to any such Eligible Receivable
re-assigned back to Seller, Seller and the Subsidiaries shall be free to
institute such collection efforts, including, without limitation,
initiating such legal proceedings, with respect thereto as they shall, in
their sole discretion determine.

(iii) In the event of any adjustment in the Net Book Values
arising under SECTION 2.6(c)(iii), then upon such determination, Buyer
shall execute instruments of assignment, effective as of the relevant
Working Capital Adjustment Date, respecting any unpaid Receivables which
are not collected or deemed collected as of such date (it being agreed that
any unpaid Receivables not so assigned shall be deemed collected as of or
prior to such Working Capital Adjustment Date).

(c) STRADDLE PATIENT RECEIVABLES. To compensate Seller and the
Subsidiaries for services rendered and medicine, drugs and supplies provided
through a Scheduled Closing Date with respect to patients ("STRADDLE PATIENTS")
who were admitted to a Facility on or before the date of the Scheduled Closing
in which such Facility was transferred and were discharged by the Facility after
such Scheduled Closing Date, the following shall apply:

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such cut-off billings shall constitute Receivables for purposes of
calculating the Tentative Purchase Price and the Interim Net Book Values
for such Scheduled Closing.

(ii) CUT-OFF BILLINGS NOT ACCEPTED. If the Payor of any
Straddle Patient cannot or does not for any reason accept cut-off billings,
then Buyer shall notify Seller of same, and Seller shall, or shall cause
the Subsidiaries to, deliver to Buyer a statement calculating the total
charges made by Seller and the Subsidiaries for services rendered and
medicine, drugs and supplies provided through the relevant Closing Date
with respect to such Straddle Patient. Within ten (10) days following the
discharge of each such Straddle Patient, Buyer shall deliver to Seller a
statement reflecting the total charges for the services rendered and
medicine, drugs and supplies billed to such Straddle Patient after the
relevant Closing Date and the patient receivable (the "STRADDLE PATIENT
PAYMENTS") of Buyer with respect to such Straddle Patient (including any
cost per discharge limit imposed by the Tax Equity and Fiscal
Responsibility Act of 1982, as amended ("TEFRA") and all deductibles and
co-insurance payments). For purposes of calculating the Final Net Book
Values for any Scheduled Closing, the pro rata share of the Straddle
Patient Payments which shall be treated as a Receivable shall be equal to
the amount obtained by multiplying the Straddle Patient Payments by a
fraction, the numerator of which is the total charges of Seller and the
Subsidiaries with respect to such Straddle Patient through the relevant
Closing Date and the denominator of which is the total charges of Buyer,
Seller and the Subsidiaries with respect to such Straddle Patient. Seller
or Buyer, as may be applicable, may have such statements as submitted by
Buyer or Seller verified by their respective independent public accountants
within thirty (30) days from delivery. If such statements, as submitted by
Buyer or Seller, are acceptable, then such statements shall fix the value
of the services, medicine, drugs and supplies provided by Seller and the
Subsidiaries, on the one hand, and by Buyer, on the other, to each such
Straddle Patient. If any such statement is challenged by Seller or Buyer,
then unless otherwise resolved by agreement of the parties within thirty
(30) days of any such challenge, such statement shall be deemed in dispute,
which dispute shall be resolved by the parties' independent certified
public accountants. If such accountants cannot resolve the matter within
thirty (30) days, then it shall be submitted by them to a third

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accounting firm in accordance with the procedures contained in SECTION
2.6(b). If Seller or Buyer does not give written notice to the party
preparing the statement of its challenge of such statement within the first
said thirty (30) day period, the receiving party shall be deemed to have
accepted the same.

(d) COOPERATION IN COLLECTING RECEIVABLES AND EXCLUDED ASSETS. Buyer
agrees to cooperate with Seller and the Subsidiaries and to provide access to
records (both medical and financial) to assist in the collection, rebilling and
auditing (by Seller or its representatives, including its independent public
accountants) of the Receivables and the Excluded Assets (including, but not
limited to, any and all Receivables from Account Parties or amounts due to or
from any Payor). Without limiting the generality of the foregoing agreements of
Buyer to cooperate with Seller, until six (6) months after the relevant Closing
Date, (i) Seller may locate one or more of its or its subsidiaries' employees at
any or all of the Facilities transferred at such Closing Date, without charge,
in order to facilitate such collection, rebilling and auditing, (ii) Buyer shall
provide such employees, without charge, adequate and proper space to facilitate
the performance of such duties, and (iii) Buyer shall provide reasonable
assistance of the employees of Buyer, without charge.

(e) Non-Assignable Receivables. Notwithstanding anything in this
Agreement that might be construed to the contrary, this Agreement shall not
constitute an agreement to assign any Receivable (including any Receivable
respecting a Straddle Patient) the assignment of which is either prohibited by
Law or by the terms of any contract with a Payor. However, without limiting the
generality of the foregoing, the Net Book Value of such non-assignable
Receivables shall be included in the Net Book Values for all purposes of this
Agreement, including, but not limited to, SECTIONS 2.5 through 2.7 and this
SECTION 2.9, as modified by the provisions of this SECTION 2.9(e). That portion
of the Purchase Price which, but for the provisions of this SECTION 2.9(e),
would otherwise be attributable to the Net Book Value of such non-assignable
Receivables shall be deemed to be a loan from Buyer to Seller and to the
pertinent Subsidiary that will be repaid from the proceeds of such Receivables
collected and held by Buyer and from the adjustments to Estimated Net Book
Values contemplated by SECTIONS 2.6, 2.9(b), and 2.9(c). All procedures and
requirements specified herein (including, without limitation, Buyer's
obligations under SECTION 2.9(b)) for the collection of Receivables (including
any Receivables in respect of a Straddle Patient)

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shall be fully applicable to such non-assignable Receivables, except that (i)
Buyer shall be deemed to collect and hold the proceeds of such non-assignable
Receivables as agent for the Seller and the Subsidiaries and shall apply such
proceeds to the repayment of such loan, and (ii) any provision herein that would
otherwise require or provide for Buyer's "reassignment" of a Receivable
(including an Eligible Receivable) that is non-assignable to Buyer in the first
instance shall be construed to require or provide that Buyer, as agent for
Seller and the Subsidiaries, return pertinent documentation respecting such
Receivable to Seller and the Subsidiaries to permit collection of such
Receivable by them (in accordance with such collection efforts and procedures as
they, in their sole discretion, shall determine).

(f) COLLECTION FEE.

(i) Buyer shall be entitled to a collection fee equal to fifteen
percent (15%) of the sum of the following amounts (the "COLLECTION FEE
BASE"):

(A) Cash collected, or deemed, under the provisions of this
Agreement, to be collected by Buyer after a relevant Scheduled Closing
in respect of (1) Receivables included in the Net Book Values that are
acquired by Buyer at such Scheduled Closing, excluding Receivables
that Buyer or a Buyer Subsidiary assigns or entrusts at or after such
Scheduled Closing to an Affiliate of Seller for purposes of collection
and (2) Excess Interim Payments; and

(B) Cash remitted to a Facility after the relevant
Scheduled Closing by any collection agency (excluding an Affiliate of
Seller) with respect to accounts receivable that were assigned to such
agency prior to such Scheduled Closing and that would be Receivables
but for the provisions of paragraph 6 of SCHEDULE 2.2(j), PROVIDED
THAT for purposes of calculating the collection fee, such cash
remitted shall be deemed to be net of any collection agency discounts,
fees and charges.

Five (5) days prior to each Scheduled Closing, Buyer and Seller shall in
good faith agree to an estimate of Excess Interim Payments for each
Facility included in such Scheduled Closing. Absent

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manifest error, such estimates shall be binding on Buyer and Seller.
Fifteen percent (15%) of the total of such estimates for all Facilities
included in each Scheduled Closing (the "Credit Amount") shall be credited
against amounts due from Seller to Buyer as provided in Section 2.9(f)(ii).

(ii) On the tenth day of the first month that begins at least
sixty (60) days after a Scheduled Closing, on the tenth day of every other
month thereafter until the Working Capital Adjustment Date, and on the
tenth day following the Working Capital Adjustment Date, Buyer shall submit
a report to Seller as of the nearest month-end specifying in reasonable
detail its calculation of the Collection Fee Base for the period covered by
such report. Within five (5) business days following receipt of each such
report, Seller shall pay to Buyer, by wire transfer of immediately
available funds, the collection fee due with respect to the Collection Fee
Base covered by such report less the amount of any Credit Amount not
previously used to offset amounts due under this provision. Any Receivable
for which a collection fee is so paid shall, to the extent of such
Receivable on which such a fee is paid, no longer qualify as an Eligible
Receivable.

Section 2.10 EMPLOYEE MATTERS.

(a) PENSION PLANS. SCHEDULE 2.10(a) lists all "employee pension
benefit plans" ("PENSION PLANS") within the meaning of Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") in which
Retained Employees (as defined in SUBSECTION(b) below) directly employed to work
at the Facilities participate. Seller shall, or shall cause the Subsidiaries
to, (i) terminate as of the relevant Closing Date the active participation of
all such employees in the Pension Plans who constitute Hired Employees, (ii)
cause the Pension Plans to make timely appropriate distributions following the
relevant Closing Date, to the extent required, to such employees in accordance
with, and to the extent permitted by, the terms and conditions of such Pension
Plans, and (iii) in connection with the termination of the active participation
of all such employees in such Pension Plans, comply, and cause each Pension Plan
to comply, with all applicable Laws. Prior to the relevant Closing Date, Seller
shall have delivered to Buyer, for information purposes only, forms of any
letters or other written communications which Seller or the Subsidiaries shall
distribute generally to such

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employees notifying them of their rights in respect of their cessation of active
participation in the Pension Plans. There are no "multiemployer plans" within
the meaning of Section 3(37) of ERISA ("MULTIEMPLOYER PLANS") in which Retained
Employees directly employed to work at the Facilities participate.

(b) RETAINED EMPLOYEES.

(i) Buyer shall have the right to offer to hire at each
Scheduled Closing each of the direct employees of Seller or an Affiliate of
Seller, who is not a Facility's chief executive or chief financial officer
and who, as of such Scheduled Closing, works at the Facilities (including
any such direct employees who are on medical disability or leaves of
absence and who worked at the Facilities immediately prior to such
disability or leave) included in the Subject Transferred Assets, and shall
additionally have the right to offer to hire at the First Closing up to
five (5) employees of Seller selected by Buyer who are primarily employed
at Seller's Fairfax, Virginia regional office in connection with Seller's
PHIS System described in SECTION 2.17 (whether direct or indirect employees
with respect to the PHIS System, the "PHIS EMPLOYEES"), PROVIDED that Buyer
may not offer to hire those employees covered by this clause (i), if any,
who are designated by Seller at least five (5) days prior to the relevant
Scheduled Closing and PROVIDED FURTHER that Buyer shall extend offers of
employment to a sufficient number of employees at each Facility so as to
avoid any liability on the part of Seller and the Subsidiaries under the
WARN Act (as defined in SECTION 2.10(e)) with respect to the Transactions
contemplated hereby. Seller will advise Buyer of the number of employees
terminated at each Facility during the ninety (90) day period preceding the
relevant Scheduled Closing.

(ii) Buyer shall additionally have the right to offer to hire at
each Scheduled Closing such other employees of Seller and its Affiliates
who are mutually agreed upon by Buyer and Seller and who are either (A)
indirect employees with respect to the operation of the Facilities included
in the Subject Transferred Assets, or (B) a chief executive or chief
financial officer of a Facility included in the Subject Transferred Assets,
PROVIDED that in the event that Buyer wishes to hire a chief executive or
chief financial officer and Seller does not agree to such hiring, Seller

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shall not employ such chief executive or chief financial officer in such
capacity at a healthcare facility operated or managed by Seller or its
subsidiaries for a period of at least one (1) year following such Scheduled
Closing.

(iii) All such direct and indirect employees to whom Buyer has
the right to make offers of employment pursuant to clauses (i) or (ii)
above are herein referred to as "RETAINED EMPLOYEES."

(iv) Any such offer of employment to a Retained Employee by
Buyer shall be to perform comparable services, in such position and for
such compensation as is comparable to the position such Retained Employee
held with, and the compensation paid to such Retained Employee by, Seller
or any of its subsidiaries as of the Scheduled Closing. Seller or its
Affiliates shall have the right (but not the obligation) to employ or offer
to employ any Retained Employee (including, but not limited to, the chief
executive officer and the chief financial officer of each Facility without
regard to the provisions of SECTION 2.10(b)(ii)(B)) who declines Buyer's
offer of employment.

(c) HIRING OF RETAINED EMPLOYEES. Buyer shall hire at each Scheduled
Closing each Retained Employee who elects to accept employment with Buyer (the
"HIRED EMPLOYEES") and shall continue to employ each such Hired Employee for a
period of no less than ninety (90) days following the relevant Closing Date,
unless the employment of such Hired Employee is terminated for cause or as a
result of the Hired Employee's resignation. Subject to the proviso to SECTION
2.3(c), Buyer agrees to give the Hired Employees full credit for the Paid Time
Off earned or accrued by them during, and to which they are entitled as a result
of, their employment by Seller and/or its subsidiaries, by allowing such Hired
Employees such Paid Time Off as to which such Hired Employees would have been
entitled as of the relevant Closing Date under the policies of Seller and/or its
subsidiaries if such Hired Employees had remained employees of Sellers and/or
its subsidiaries and, upon termination of employment, by making full payment to
such Hired Employees of the Paid Time Off that such employees would have
received had they taken such Paid Time Off.

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<PAGE>

(d) HEALTH BENEFITS. Buyer shall provide the Hired Employees a
program of health care benefits which is comparable in the aggregate to the
program of health care benefits currently provided by Seller or its pertinent
Subsidiaries, as the case may be, PROVIDED, HOWEVER, that such health care
benefits shall be immediately available to the Hired Employees as of the
relevant Closing Date, and the Hired Employees shall become as of the relevant
Closing Date participants thereunder, without regard to any applicable waiting
period or any limitation with respect to preexisting conditions except insofar
as such waiting period or limitation gives full credit to such Hired Employees
for the period of time during which he or she was employed by Seller and its
Affiliates and, PROVIDED, FURTHER, that Buyer may make modifications or changes
in such health care benefits at any time following a Scheduled Closing. Buyer
acknowledges and agrees that, with respect to the Hired Employees, Buyer is a
successor employer for purposes of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"), that the Hired Employees will
not, as a result, be deemed to have had a termination of employment for purposes
of COBRA and that any COBRA notices or coverages required to be given or made
available to any Hired Employee shall be given or made by Buyer and not Seller
or the Subsidiaries, PROVIDED that Buyer does not assume, and shall not be
deemed to have assumed, any COBRA obligations which Seller or any Subsidiary may
have to former employees of Seller or such Subsidiary whose employment was
terminated on or prior to the relevant Closing Date, or to any Retained
Employees who do not accept employment with Buyer, and PROVIDED further that
Seller shall be responsible for any COBRA coverages required to be made
available to any Hired Employee who is entitled to COBRA coverage under existing
plans of Seller or any Subsidiary as a result of the Transactions.

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<PAGE>

obligation to give notice or pay money) that Seller and its Affiliates or Buyer
has under the WARN Act arising from the termination of any Retained Employee or
(ii) resulting from any claims of the Hired Employees (including, without
limitation, claims for health care coverage or benefits); PROVIDED, HOWEVER,
Buyer shall neither be responsible for, nor indemnify Seller and its Affiliates
for the consequences of any WARN event which may be caused by the actions of
Seller or its Affiliates with respect to employees whom Seller and its
Affiliates retain pursuant to rights set forth in SECTION 2.10(b) above.

Notwithstanding the foregoing, nothing in this SECTION 2.10 shall, or shall be
deemed to, create any rights in favor of any person not a party hereto or to
constitute an employment agreement or condition of employment for any employee
of Seller or any Affiliate of Seller or any Retained Employee.

Section 2.11 USE OF NAMES.

(a) Although trade names of Seller and the Subsidiaries, other than
the Transferred Business Names, are Excluded Assets, such names appear on
certain of the fixed Transferred Assets, such as certain fixtures and Equipment,
and on supplies, materials, stationery and similar consumable items which will
be on hand at the Facilities at a Scheduled Closing with respect to such
Facilities. Notwithstanding that such names are Excluded Assets, Buyer shall be
entitled to use such consumable items for a period of three (3) months following
the Scheduled Closing in which such items are transferred and shall have up to
six (6) months following such Scheduled Closing to remove such names from fixed
Transferred Assets, PROVIDED that Buyer shall not send correspondence or other
materials to third parties on any stationery that contains a trade name (other
than a Transferred Business Name) of Seller or any Affiliate of Seller.

(b) Seller hereby grants to Buyer, for the period from the relevant
Closing Date through the expiration of the ninetieth day thereafter, the non-
exclusive right and license to use, solely in connection with the operation of
the Facilities transferred on such Closing Date, the clinical policy and
procedures manuals of Seller and/or the Subsidiaries (the "MANUALS") presently
used at such Facilities. Such license shall be on the following terms and
conditions:

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<PAGE>

(i) Buyer shall accept the Manuals in their present condition,
"AS IS" and "WITH ALL FAULTS" and without any representation or warranty of
any kind whatsoever, either express or implied, by Seller, including, but
not limited to, any representation or warranty that the Manuals are
adequate for Buyer's operation of the relevant Facilities after the
relevant Scheduled Closing or are in compliance with any Laws;

(ii) Buyer agrees that Seller shall have no obligation
whatsoever to update or otherwise revise the Manuals, even if Seller or its
Affiliates are revising similar manuals at other healthcare facilities, and
that Buyer shall have sole responsibility for updating and revising such
manuals;

(iii) Buyer acknowledges and agrees that the Manuals are
confidential and proprietary information of Seller and its Affiliates and
Buyer agrees that it will not, directly or indirectly, reproduce,
distribute or disclose the contents of the Manuals except as may be
required in the operation of such Facilities (including, but not limited
to, as may be required by any Laws) and shall exercise due care to
otherwise preserve and protect the proprietary nature thereof, PROVIDED
that Seller and the Subsidiaries acknowledge that the Manuals used by Buyer
and the Buyer Subsidiaries more likely than not contain information that is
substantially similar to information contained in the Manuals;

(iv) Upon the termination of Buyer's use of the Manuals pursuant
to this Section, Buyer shall return to Seller all originals and copies of
the Manuals; and

(v) Buyer shall implement its own policy and procedure manuals
promptly following the relevant Closing Date, and in any event by the date
on which the license hereby granted to Buyer terminates.

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<PAGE>

itself and each Buyer Subsidiary, hereby grants Seller and its Affiliates and
their assignees a fully paid-up, perpetual right and license to use such
Transferred Business Names in such manner in connection with the operation of
such facilities, such license to be effective as of the relevant Scheduled
Closing in which such Transferred Business Names are assigned to Buyer and the
Buyer Subsidiaries.

Section 2.12 NO ASSIGNMENT IF BREACH; SELLER'S DISCHARGE OF ASSUMED
LIABILITIES.

(a) Notwithstanding anything contained in this Agreement to the
contrary, this Agreement shall not constitute an agreement to assign any
Transferred Asset, or assume any Assumed Liability, if the attempted assignment
or assumption of the same, as a result of the absence of the consent or
authorization of a third party or failure of a right of first refusal notice
period to expire, would constitute a breach or default under any lease,
agreement, encumbrance or commitment, would violate any Law or would in any way
adversely affect the rights, or increase the obligations, of Buyer, Seller or
any Subsidiary with respect thereto; PROVIDED that the assignment of any
contract, including without limitation Medicare, Medicaid and similar provider
agreements, which may lawfully be made subject to customary conditions
subsequent (such as needs surveys, evaluations of Buyer or other determinations
by the counterparties to such agreements) shall be deemed not to constitute a
default under, or to in any way adversely affect the rights or increase the
obligations of Buyer with respect to, such lease, agreement, encumbrance or
commitment, whether or not such condition or conditions subsequent are met on or
prior to the relevant Scheduled Closing. Except as provided in SECTION 2.12(c),
if any such consent or authorization is not obtained, or if an attempted
assignment or assumption would be ineffective or would adversely affect the
rights or increase the obligations of Seller, a Subsidiary or Buyer, with
respect to any such lease, agreement, encumbrance or commitment, so that Buyer
would not, in fact, receive all such rights, or assume the obligations, of
Seller or Subsidiary with respect thereto as they exist prior to such attempted
assignment or assumption, then Seller and Buyer shall, and Seller shall cause
each Subsidiary to, enter into such reasonable cooperative arrangements as may
be reasonably acceptable to both Buyer and Seller (including without limitation,
sublease, agency, management, indemnity or payment arrangements and enforcement
at the cost and for the benefit of Buyer of any and all rights of Seller and the
Subsidiaries

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against an involved third party) to provide for or impose upon Buyer the
benefits of such Transferred Asset or the obligations of such Assumed Liability,
as the case may be, and any transfer or assignment to Buyer by Seller or a
Subsidiary of any such Transferred Asset, or any assumption by Buyer of any such
Assumed Liability, which shall require such consent or authorization of a third
party that is not obtained shall be made subject to such consent or
authorization being obtained. Except as provided in SECTION 2.12(c), if the
parties cannot agree on any such arrangement, or any such arrangement would not
be reasonably practicable, to provide Buyer with materially all the benefits of
such Transferred Asset or materially all the obligations of such Assumed
Liability, then such Transferred Asset or Assumed Liability, as the case may be,
shall be excluded from the Transactions and shall be deemed to be an Excluded
Asset or an Excluded Liability, as the case may be, and Buyer and Seller shall
negotiate in good faith an equitable adjustment in the Purchase Price, or
resolve any disagreement respecting such adjustment, in accordance with the
procedures of SECTION 2.14.

(b) Notwithstanding any other provision of this Agreement,
during the period between the date hereof and the relevant Scheduled Closing,
Seller may, for the purpose of facilitating consummation of the Transactions and
with the consent of Buyer (which will not be unreasonably withheld), cause any
Subsidiary to acquire a fixed asset, or any direct or indirect interest therein,
that results in the simultaneous discharge of all or any part of a liability
that exists as of the date hereof which, but for such acquisition, would be an
Assumed Liability; PROVIDED that in each such case it gives prompt notice of
such acquisition to Buyer. In the event of any such acquisition, Buyer and
Seller shall negotiate in good faith an equitable adjustment to the Purchase
Price, or resolve any disagreement respecting such adjustment, in accordance
with the procedures of SECTION 2.14.

(c) The provisions of SCHEDULE 2.12(a) notwithstanding, neither
Buyer nor Seller shall be obligated to close with respect to a given Facility if
any private third party consent or authorization in respect of Transferred
Assets and Assumed Liabilities related to such Facility that is enumerated in
SECTION 2.12(c) (the "SCHEDULE OF REQUIRED CONSENTS") is not obtained, unless
both Buyer and Seller waive in writing their respective conditions precedent
that such consent or authorization be obtained prior to the transfer of such
Facility. With respect to all other private third party consents or
authorizations with respect to such Facility

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that have not been obtained by the relevant Scheduled Closing, if the parties
have not entered into a cooperative arrangement in respect of the Transferred
Asset or Assumed Liability to which such consent or authorization relates, then,
subject to the provisions of SECTION 2.18 regarding Buyer's right to reject
certain contracts within sixty (60) days following the Scheduled Closing at
which such contracts are assigned or purported to be assigned, (i) Buyer hereby
agrees to accept the assignment of any such pertinent Transferred Asset, and to
assume any such pertinent Assumed Liability, as the case may be, whether or not
such assignment or assumption is made subject to such consent or authorization
being obtained after the relevant Scheduled Closing, and (ii) the parties agree
to continue to cooperate with one another, pursuant to the provisions of
SECTIONS 5.2 and 5.3, to obtain any such requisite consent.

Section 2.13 CLOSINGS. All of Seller's and the Subsidiaries' right, title
and interest in a Facility and all other Transferred Assets and Assumed
Liabilities which relate to, or constitute a part of, a Facility shall be
transferred to Buyer or the applicable Buyer Subsidiaries at a "SCHEDULED
CLOSING" (as defined below). Subject to the terms and conditions hereof, the
Transferred Assets shall be transferred to Buyer at one of three Scheduled
Closings: The "FIRST CLOSING" (as defined below), the "SECOND CLOSING" (as
defined below) or the "FINAL CLOSING" (as defined below). The First Closing,
Second Closing and Final Closing, collectively, are the "Scheduled Closings" and
each is a "Scheduled Closing." A date on which a Scheduled Closing actually
occurs is a "CLOSING DATE," and the Closing Date of the Final Closing is the
"FINAL CLOSING DATE." A Scheduled Closing shall be effective for all purposes
as to each Facility which is the subject of such Scheduled Closing (and the
Transferred Assets and Assumed Liabilities related thereto or constituting a
part thereof) (collectively, the "SUBJECT TRANSFERRED ASSETS") at 11:59 p.m. on
the relevant Closing Date, as determined by reference to the local time zone in
which the Facility is located. Notwithstanding the foregoing, either the First
or Second Closing may also be a Final Closing and if the First Closing is the
Final Closing, there shall be no Second Closing. Scheduled Closings shall occur
in accordance with the following provisions:

(a) THE FIRST CLOSING. Provided that no Scheduled Closing shall
occur after the Termination Date set forth in SECTION 10.1(b), the "FIRST
CLOSING" shall occur at a mutually agreeable time and place or places within
five (5) business days (unless another date is mutually

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agreed upon by Buyer and Seller) after the first date on which all of the
conditions are set forth in ARTICLE 8 and ARTICLE 9 hereof are capable of being
satisfied or are waived (i) as to Facility Nos. 29, 48 and 55 (the "REQUIRED
FIRST FACILITIES"), and (ii) as to the Transferred Assets and Assumed
Liabilities in respect of First Facilities that account in the aggregate for at
least Twenty-Seven Million Dollars ($27,000,000) of the EBITDA (as defined in
SECTION 3.17(a)) assigned to Facilities for this purpose as shown on SCHEDULE
2.13B hereto, and all Facilities, Transferred Assets and Assumed Liabilities
sold, assigned, conveyed, transferred, delivered and assumed at the First
Closing shall be the Subject Transferred Assets with respect to the First
Closing; PROVIDED THAT:

(A) If the conditions set forth in ARTICLES 8 and 9 with
respect to any of the Required First Facilities have not been met by the
First Closing, then at the option of Buyer, the condition set forth in
clause (a)(i) above may be waived to permit the First Closing to occur, in
which case any of the Required First Facilities not included in the First
Closing will, to the extent the conditions set forth in ARTICLES 8 and 9
with respect thereto are otherwise satisfied, be Subject Transferred Assets
at the Second Closing or the Final Closing;

(B) At the option of Buyer, exercisable by written notice
to Seller at least five (5) business days prior to the First Closing, Buyer
may elect to defer until the Second Closing or the Final Closing (but in no
event later than the Termination Date) consummation of the Transactions
respecting one or more of the Facilities denominated on SCHEDULE A-2 as
Facility Nos. 35, 36 and 53; and

(C) In the event that Buyer elects to exercise either or
both of the options set forth in paragraphs (A) or (B) above, then the
amounts set forth in clause (a)(ii) above shall be reduced by the EBITDA
set forth on SCHEDULE 2.13(B) for the Facilities that the Buyer excludes
from the Subject Transferred Assets pursuant to such options.

Upon consummation at the First Closing of Transactions in compliance with
the foregoing provisions, any remaining Transactions in respect of
Facilities that were not consummated at such Closing may be consummated at
a subsequent Closing subject to the provisions of ARTICLE 8 and

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ARTICLE 9 and to the provisions of this SECTION 2.13 with respect to such
Closings.

(b) THE SECOND CLOSING. Provided that the First Closing has
occurred and that no Scheduled Closing shall occur after the Termination Date,
the "SECOND CLOSING" shall occur at a mutually agreeable time and place or
places, on the date which is within five (5) business days (unless another date
is mutually agreed upon by Buyer and Seller) after the first date on which all
of the conditions set forth in ARTICLE 8 and ARTICLE 9 hereof are capable of
being satisfied or are waived as to any additional First Facilities and the
Transferred Assets and Assumed Liabilities related thereto or constituting a
part thereof that are not the subject of the First Closing, and the First
Facilities and the Transferred Assets and Assumed Liabilities shall be the
Subject Transferred Assets with respect to the Second Closing, PROVIDED that the
Second Closing shall be held, in any event, within thirty (30) days of the First
Closing with respect to any First Facilities for which the conditions to
Closing, including those set forth in this Section 2.13, have been met or waived
as of such date.

(c) THE FINAL CLOSING. Provided that a First Closing has
occurred, the "FINAL CLOSING" shall occur with respect to First Facilities that
are not the subject of the First or Second Closings at a mutually agreeable
place or places and at a mutually agreeable time as follows:

(i) If all of the conditions set forth in ARTICLES 8 and 9
hereof and in this SECTION 2.13 are capable of being satisfied or are
waived on or prior to the Termination Date as to all First Facilities that
are not included in the First Closing or the Second Closing, then the Final
Closing shall occur (A) within five (5) business days (unless another date
is mutually agreed upon by Buyer and Seller) after the first date upon
which such conditions may be satisfied or are waived, but in no event later
than the Termination Date or (B) if the only Facilities subject to the
Final Closing are one or more of Facilities Nos. 35, 36 and 53, on such
date as the parties shall mutually agree, but no later than the Termination
Date.

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Second Closing, then the Final Closing shall occur within five (5) business
days after the identity of the Facilities as to which such conditions will
not be satisfied has become reasonably manifest or has been mutually
agreed upon by the parties, but in no event shall such Final Closing occur
later than the Termination Date.

(d) DELIVERIES BY SELLER. At each Scheduled Closing Seller
shall deliver, or cause the Subsidiaries to deliver, to Buyer:

(i) A Bill or Bills of Sale and Assignment in substantially
the form of EXHIBIT A executed by each Subsidiary with respect to the
Subject Transferred Assets of the Subsidiary covered thereby;

(ii) Grant deeds (or equivalent special or limited warranty
deeds for Owned Real Properties outside California), properly executed and
acknowledged by each Subsidiary with respect to the Owned Real Properties
of the Subsidiary included in the Subject Transferred Assets;

(iii) Separate assignments and assumptions in substantially
the form of EXHIBIT B executed by each Subsidiary with respect to each Real
Property Lease of the Subsidiary included in the Subject Transferred Assets
that is designated by either Buyer or Seller;

(iv) Instruments of transfer, sufficient to transfer
personal property interests of each Subsidiary that are included in the
Subject Transferred Assets but not otherwise transferred by the Bills of
Sale and Assignment referred to in CLAUSE (i) above, executed by each
Subsidiary in the form customarily used in commercial transactions in the
areas in which such other personal property of such Subsidiary is located;

(v) Such other instruments of transfer, executed by each of
the pertinent Subsidiaries necessary to transfer to and vest in Buyer all
of Seller's and the Subsidiaries' rights, title and interest in and to the
Subject Transferred Assets or which may be required by the Title Insurer
(as defined in SECTION 8.7), including owner's and lessee's affidavits, if
any; and

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(vi) Possession of the Subject Transferred Assets.

All such documents of transfer shall be in a form and substance reasonably
satisfactory to Buyer.

(e) DELIVERIES BY BUYER. At each Scheduled Closing, Buyer shall
deliver to Seller:

(i) Immediately available funds, by way of wire transfer to an
account or accounts designated by Seller, in an amount equal to the
amounts then due pursuant to SECTIONS 2.5 and 2.6.(a) (including, with
respect to the First Closing, the amount due for the covenant not to
compete as specified by the last sentence of SECTION 2.5), as adjusted
by the expenses due at such Scheduled Closing pursuant to SECTION 5.5;

(ii) Separate assignments and assumptions in substantially the
form of EXHIBIT C executed by Buyer and the applicable Buyer
Subsidiaries with respect to each Real Property Lease included in the
Subject Transferred Assets that is designated by either Buyer or
Seller; and

(iii) An Assumption Agreement or Assumption Agreements with
respect to the Assumed Liabilities assumed at such Scheduled Closing,
in substantially the form of EXHIBIT C, executed by Buyer and the
applicable Buyer Subsidiaries in favor of Seller and each of the
applicable Subsidiaries.

All such documents of transfer shall be in a form and substance reasonably
satisfactory to Seller.

(f) ESCROW. If either of the parties desires to consummate a
Scheduled Closing through an escrow, an escrow shall be opened with, and the
escrow agent shall be, Chicago Title Company (the "ESCROW AGENT"), by depositing
a fully executed copy of this Agreement with Escrow Agent to serve as escrow
instructions. This Agreement shall be considered the primary escrow
instructions between the parties, but the parties shall execute such additional
escrow instructions as Escrow Agent shall require and the parties may agree upon
in order to clarify the duties and responsibilities of Escrow Agent. In the
event of any conflict between this Agreement and such additional escrow
instructions, this Agreement

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shall prevail. If a Scheduled Closing is to be consummated through the Escrow
Agent, then on or prior to the Closing Date, Buyer shall cause the funds
required by SUBSECTION (e)(i) above to be wired to Escrow Agent, and the parties
shall deliver the instruments of sale, assignment, conveyance and assumption
called for by SUBSECTIONS (d) and (e) above to be delivered to the Escrow Agent,
and on the Closing Date, the ESCROW AGENT shall close the escrow with respect to
such Scheduled Closing by:

(i) Causing the deeds for the Owned Real Properties, the
assignments of the Real Property Leases, and any other documents which the
parties may mutually designate to be recorded in the official records of
the appropriate counties in which the pertinent Subject Transferred Assets
are located;

(ii) Delivering to Seller by wire transfer of immediately
available funds, to an account or accounts designated by Seller, the
amounts called for by SUBSECTION (e)(i) above; and

(iii) Delivering to Buyer or Seller, as the case may be, the
other instruments referred to in SUBSECTIONS (d) and (e) above.

(g) ABILITY TO CLOSE WITHOUT REGARD TO SUBSEQUENT FACILITIES. Without
limiting the generality of the foregoing, the parties hereby expressly
acknowledge that the Transactions related to the First Facilities may be
consummated if the conditions thereto are satisfied or waived, irrespective of
whether transactions in respect of the Subsequent Facilities that are
contemplated by the Subsequent Facilities Agreement are previously, concurrently
or subsequently consummated.

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provisions of this SECTION 2.14. The parties shall negotiate such equitable
adjustments in the Purchase Price in good faith prior to any relevant Closing
Date (as may be extended by mutual agreement of the parties), PROVIDED, that any
adjustment in the Purchase Price shall be consistent with the Allocation
Schedule. If the parties are unable to agree by the day prior to such relevant
Closing Date, then such relevant Closing Date (the "ORIGINAL CLOSING DATE") (and
the Termination Date, if necessary) shall be extended for up to fifteen (15)
business days to provide for the opportunity to resolve such disagreement
pursuant to the provisions of this SECTION 2.14. On the day a Scheduled Closing
would have occurred but for the absence of agreement between the parties, each
party shall designate an individual (who may not be a present or former officer,
director, partner or employee of the party or of any present or former
investment banker, accounting firm, law firm or attorney of or for the party) to
mediate such disagreement, and advise the other party in writing of the identity
of such individual, which advice shall be accompanied by a list of up to ten
(10) suggested neutral individuals to serve as a third mediator. The mediators
originally designated by each party shall promptly confer about the selection of
a third mediator from such lists, and within five (5) business days following
the Original Closing Date (or Termination Date, as the case may be), the
originally designated mediators shall agree upon and (subject to availability)
select the third mediator from the lists submitted by the parties or otherwise,
PROVIDED that if the originally designated mediators cannot agree upon a third
mediator by such date, the third mediator shall be a retired judge designated by
Judicial and Arbitration Mediation Services, Inc., located in Los Angeles,
California. The three mediators so selected are herein referred to as the
"PANEL". Within two (2) business days following the designation of the third
mediator, each party shall submit to the Panel in writing, its proposed
equitable adjustments in the Purchase Price. Such proposals shall be materially
in accordance with the last proposals made by such party to the other party
during the course of the aforementioned good faith negotiations between the
parties. The parties shall additionally submit such memoranda, arguments,
briefs and evidence in support of their respective positions, and in accordance
with such procedures, as a majority of the Panel may determine. Within seven
(7) business days following the designation of the third mediator, as to each
adjustment of the Purchase Price about which there is disagreement, the Panel
shall, by majority vote, select the proposed adjustment of the Purchase Price
proposed by one of the parties, it being agreed that the Panel shall have no
authority to alter any such proposal in any way. Thereafter, the parties shall,
subject to the terms and conditions of this

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Agreement, consummate the Transactions on the basis of such adjustments at a
mutually agreeable time and place or places, in accordance with and subject to
the provisions of SECTION 2.13, which shall be no later than the fifteenth
(15th) business day following the Original Closing Date or such later date as
the parties may agree upon. Subject to the foregoing, the Panel may determine
the issues in dispute following such procedures, consistent with the language of
this Agreement, as it deems appropriate to the circumstances and with reference
to the amounts in issue, but in any event consistent with the Allocation
Schedule to the extent applicable. No particular procedures are intended to be
imposed upon the Panel, it being the desire of the parties that any such
disagreement shall be resolved as expeditiously and inexpensively as reasonably
practicable. No member of the Panel shall have any liability to the parties in
connection with service on the Panel, and the parties shall provide such
indemnities to the members of the Panel as they shall request.

Section 2.15 TRANSFER OF ASSETS IN CORPORATE FORM. If Buyer consents in
writing in its sole and absolute discretion, Seller may, prior to any Scheduled
Closing, cause any Transferred Asset or Assumed Liability to be assigned and
transferred by way of an assignment to Buyer of the stock of a subsidiary of
Seller (including the stock of any Subsidiary), in which case all right, title
and interest of Seller and any of its Affiliates in such subsidiary (which shall
constitute all of the outstanding capital stock and rights to acquire capital
stock in such subsidiary) shall be transferred to Buyer at the Scheduled Closing
as a Subject Transferred Asset. Any such agreement of the parties shall become
an amendment to this Agreement.

Section 2.16 ASSIGNMENT OF RIGHTS AND OBLIGATIONS TO BUYER SUBSIDIARIES.
Notwithstanding any contrary provisions contained herein, the parties hereto
agree that, prior to a Scheduled Closing, Buyer, in its sole discretion, may
assign any or all of its rights and obligations with respect to the Subject
Transferred Assets and the Assumed Liabilities to be transferred at such
Scheduled Closing to one or more Buyer Subsidiaries, PROVIDED that no such
assignment shall relieve Buyer of any obligation or liability to Seller
hereunder, and PROVIDED further that the following shall apply:

(a) Buyer will provide Seller with prompt written notice of any such
assignment.

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(b) No such assignment shall be effected if the making of the
assignment will result in Seller's inability to obtain any consent or
authorization reasonably required to consummate the Transactions or to avoid
economic detriment to the Seller arising from the consummation of the
Transactions.

(c) Each such Buyer Subsidiary that is an assignee of Buyer shall
irrevocably appoint Buyer as its sole and exclusive representative and agent
authorized to act for and to receive notices and payments on behalf of the Buyer
Subsidiaries in all matters arising from or related to this Agreement and the
Transactions.

(d) As a condition to Seller's agreement to such assignments, Buyer
hereby agrees that Buyer will at all times be the ultimate parent entity of the
consolidated group of companies of which Buyer is a group member or that, in the
event of any reorganization involving Buyer and its subsidiaries, the ultimate
parent entity of the consolidated group of companies emerging from such
reorganization that includes Buyer and its successors and assigns shall, prior
to any such reorganization, execute such documents as are reasonably necessary
to confirm the assumption by such ultimate parent entity of Buyer's obligations
to Seller hereunder.

(e) Buyer shall remain jointly and severally liable to Seller and the
Subsidiaries and to third parties with respect to any Assumed Liabilities
transferred to a Buyer Subsidiary, and, without limiting the generality of the
foregoing, hereby absolutely and unconditionally guarantees the full, prompt and
faithful performance by each Buyer Subsidiary of all covenants and obligations
to be performed by such Buyer Subsidiary under this Agreement and any Related
Agreement (as defined in SECTION 3.4) which are assigned to such Buyer
Subsidiary, including but not limited to, the payment of all sums stipulated to
be paid by such Buyer Subsidiary pursuant to such assignment, it being
understood that each such covenant and obligation constitutes the direct and
primary obligation of Buyer and that a separate action or actions may be brought
and prosecuted against Buyer whether action is brought against the pertinent
Buyer Subsidiary or whether such Buyer Subsidiary is joined in any such action
or actions (Buyer hereby waiving any right to require Seller or a Subsidiary to
proceed against a Buyer Subsidiary). Buyer hereby authorizes Seller, without
notice and without affecting Buyer's liability hereunder, from time to time to
(x) renew, compromise, extend, accelerate, or otherwise change the terms of any
obligation of a Buyer

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Subsidiary hereunder with the agreement of such Buyer Subsidiary, (y) take and
hold security for the obligations guaranteed, and exchange, enforce, waive and
release any such security, and (z) apply such security and direct the order or
manner of sale thereof as Seller in its discretion may determine. Buyer hereby
further waives:

(i) Any defense that may arise by reason of the incapacity or
lack of authority of any Buyer Subsidiary;

(ii) Any defense based upon a statute or rule of law which
provides that the obligations of a surety must be neither larger in amount
nor in other respects more burdensome than those of the principal; and

(iii) Any duty on the part of Seller or a Subsidiary to disclose
to Buyer any facts that Seller or a Subsidiary may now or hereafter know
about a Buyer Subsidiary.

Section 2.17 DATA PROCESSING SERVICES. In order to facilitate the
transition of the Facilities from Seller's to Buyer's ownership, from and after
the First Closing until the expiration of eight (8) months after the later of
the Final Closing or the last closing to occur under the Subsequent Facilities
Agreement (the "TRANSITION PERIOD"):

(a) Seller will provide Buyer, at no charge, with data processing
services from Seller's Psychiatric Hospital Information System (the "PHIS
SYSTEM") that support the collection of Receivables acquired by Buyer hereunder
and of "Receivables," as defined in the Subsequent Facilities Agreement,
acquired by Buyer, if any, pursuant to the Subsequent Facilities Agreement.

(b) Seller shall, at no charge to Buyer, provide the PHIS Employees
with reasonable access to the PHIS System on-site at Seller's Fairfax, Virginia
offices from which the PHIS System is operated, and Buyer hereby agrees that
such PHIS Employees will be made reasonably available to Seller, at no charge to
Seller, to provide assistance to Seller in connection with Seller's operation of
the PHIS System. Seller may require, as a condition of such access, that such
PHIS Employees comply with such security and safety measures as Seller may
reasonably impose.

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(c) Seller will provide Buyer, at no charge, with reasonable access to
Seller's data processing training center in Fairfax, Virginia for the purpose of
training employees with respect to data services utilized by the First
Facilities and the Subsequent Facilities (to the extent any are acquired
pursuant to the Subsequent Facilities Agreement).

(d) Seller agrees to cause to be made available to the First
Facilities and the Subsequent Facilities (to the extent any are acquired
pursuant to the Subsequent Facilities Agreement) the customary support services
that have been provided to the Facilities by up to three (3) employees at the
so-called "Help Desk" of Seller located in Fairfax, Virginia, which provides
telephone assistance to First and Subsequent Facilities in connection with
management information services and facility accounting.

At the First Closing, Buyer will be entitled to purchase from Seller certain
excess computer equipment associated with the PHIS System (together with certain
agreements related to such equipment) for One Dollar ($1.00). In addition,
within thirty (30) days following Seller's closure of its operations at its
Fairfax, Virginia offices, Seller shall notify Buyer of such event, and Buyer
shall have the right to purchase certain additional equipment associated with
the PHIS System (to the extent owned by Seller) (together with certain
agreements related to such equipment), for the sum of One Dollar ($1.00). Such
purchases, as well as Seller's provision of services pursuant to paragraphs (a)
and (d) above, shall be subject to the further terms and conditions of a Data
Processing Services Contract to be executed by the parties at the First Closing
substantially in the form of EXHIBIT F hereto.

Section 2.18 REJECTION OF CERTAIN CONTRACTS. The provisions of this
SECTION 2.18 shall apply to the following categories of Assumed Contracts: (i)
those subject to the provisions of SECTION 2.1(f)(iii); (ii) those subject to
the provisions of the second sentence of SECTION 2.12(c); and (iii) those
subject to SECTION 6.1(f) that are entered into by Seller or a Subsidiary after
the date hereof in violation of SECTION 6.1(f). With respect to each such
contract (a "CONTINGENT CONTRACT"):

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then in Buyer's or the Buyer Subsidiary's possession, copies of any written
communications between Buyer or the Buyer Subsidiary and the counterparty to
such contract relating to the subject matter thereof, and instruments evidencing
the reassignment of such contract to Seller or the pertinent Subsidiary in form
reasonably satisfactory to Buyer and Seller, in which case such contract shall
be treated as an Excluded Asset, and the liabilities related thereto shall be
treated as an Excluded Liability, for all purposes of this Agreement, subject to
the further provisions of this SECTION 2.18.

(b) In the event that Seller or the pertinent Subsidiary incurs any
costs in connection with the termination of any such Contingent Contract so
rejected by Buyer (including payments during any applicable notice period
required to terminate such contract) and Buyer or the pertinent Buyer Subsidiary
continues to do business with the counterparty to such contract related to the
subject matter thereof during any period for which Seller or the applicable
Subsidiary is obligated to make payments to such counterparty, then Buyer will
reimburse Seller for one-half of the payments that Seller or the applicable
Subsidiary is obligated to make to such counterparty in connection with such
termination, but not in excess of one-half of the payments that Seller or the
applicable Subsidiary is obligated to make to such counterparty under such
contract for a period of ninety (90) days.

(c) With respect to any Contingent Contract subject to clause (ii) of
this SECTION 2.18 that is not also subject to either clause (i) or clause (iii)
of this SECTION 2.18 and that is not rejected by Buyer pursuant to SUBSECTION
(a) above, Buyer agrees to indemnify and hold harmless Seller and the
Subsidiaries, in accordance with the provisions of SECTIONS 11.3 through 11.6,
from and against any and all Losses arising from or related to the lack of any
consent or authorization in connection with the assignment of such Contingent
Contract to Buyer (or the pertinent Buyer Subsidiary) hereunder.

(d) In the event Buyer rejects a Contingent Contract pursuant to
SUBSECTION (a), then, notwithstanding any other provision of this Agreement,
Seller shall have no liability to Buyer and the Buyer Subsidiaries for Losses
under the provisions of SECTIONS 11.3 through 11.6 related to such Contingent
Contract for the period prior to such rejection or for the amounts due Seller
under SUBSECTION (b) above.

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(e) With respect to any Contingent Contract subject to clause (iii) of
this SECTION 2.18 that appears on an updated SCHEDULE 2.1(f) delivered pursuant
to SECTION 6.3 and that is NOT rejected by Buyer pursuant to SUBSECTION (a)
above, then, notwithstanding any other provision of this Agreement, Seller shall
have no liability to Buyer and the Buyer Subsidiaries for Losses under the
provisions of SECTIONS 11.3 through 11.6 for violation of SECTION 6.1(f) with
respect to such Contingent Contract.

Section 2.19 REMAINING SCHEDULES. Notwithstanding anything to the contrary
herein, this Agreement shall be deemed cancelled and of no further force and
effect if the parties shall have failed to agree upon the Schedules enumerated
in EXHIBIT E, if any, within five (5) business days following the date hereof,
the parties hereby agreeing to cooperate with one another in good faith and to
work expeditiously to agree upon such Schedules within such period. Such
agreement shall be evidenced by a duly executed amendment of this Agreement that
deletes this SECTION 2.19.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer, as of the date hereof, as
follows, except as set forth in Schedules numbered in relation to the Sections
set forth below:

Section 3.1 ORGANIZATION AND CORPORATE POWER. Seller is a corporation duly
incorporated and validly existing under the laws of, and is authorized to
exercise its corporate powers, rights and privileges and is in good standing in,
the State of Nevada and has full corporate power to carry on its business as
presently conducted and to own or lease and operate its properties and assets
now owned or leased and operated by it and to perform the transactions on its
part contemplated by this Agreement and all other agreements contemplated
hereby.

Section 3.2 SUBSIDIARIES.

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presently conducted and to own or lease and operate its properties and assets
now owned or leased and operated by it and to perform the transactions on its
part contemplated by this Agreement and all other agreements contemplated
hereby.

(b) All of the outstanding capital stock of each Subsidiary has been
duly authorized and is validly issued, fully paid and nonassessable and, except
as indicated on SCHEDULE A-1, is owned beneficially and of record by Seller or
another subsidiary of Seller as indicated on SCHEDULE A-1. Except as provided
in SCHEDULE A-1, there are no (i) rights, subscriptions, warrants, options,
conversion rights or agreements of any kind outstanding to purchase or otherwise
acquire any shares of capital stock of any Subsidiary, or (ii) securities or
obligations of any kind convertible into or exchangeable for any shares of
capital stock of any Subsidiary, or (iii) obligations of any kind obligating
Seller to sell or dispose of all or any part of Seller's ownership interest
therein. The Subsidiaries listed on SCHEDULE A-1 are, on the date hereof, the
only subsidiaries of Seller that have any right or interest in, or title to the
Facilities.

(c) The board of directors of each Subsidiary and, if required, its
shareholders, have duly and effectively authorized (i) the sale of the
Transferred Assets to be sold by such Subsidiary and (ii) the execution,
delivery and performance of the Related Agreements (as defined in SECTION 3.4)
and all other agreements contemplated hereby and thereby to which such
Subsidiary is a party. No other corporate act or proceeding on the part of any
Subsidiary, its board of directors or its shareholders is necessary to authorize
any Related Agreement or other agreement contemplated hereby and thereby or the
transactions contemplated hereby and thereby.

(d) The Related Agreements and all other agreements contemplated hereby and
thereby to which any Subsidiary is a party will, as of each Scheduled Closing,
have been duly executed and delivered by each such Subsidiary, and each such
agreement, when executed and delivered, will constitute a valid and binding
obligation of such Subsidiary, enforceable against such Subsidiary in accordance
with its terms, except as it may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar Laws now or hereafter in effect
relating to creditors' rights generally and that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable

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defenses and to the discretion of the court before which any proceeding may be
brought.

Section 3.3 AUTHORITY RELATIVE TO THIS AGREEMENT. The execution, delivery
and performance of this Agreement and all other agreements contemplated hereby
and the consummation of the transactions contemplated hereby and thereby have
been duly and effectively authorized by the board of directors of Seller; no
other corporate act or proceeding on the part of Seller, its board of directors
or its shareholders is necessary to authorize this Agreement, any such other
agreement or the transactions contemplated hereby and thereby. This Agreement
has been, and each of the other agreements contemplated hereby will, as of each
Scheduled Closing, have been, duly executed and delivered by Seller, and this
Agreement constitutes, and each such other agreement when executed and delivered
will constitute, a valid and binding obligation of Seller, enforceable against
Seller in accordance with its terms, except as it may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar Laws now or hereafter in
effect relating to creditors' rights generally and that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding may be brought.

Section 3.4 ABSENCE OF BREACH. Subject to the provisions of SECTIONS 3.5
and 3.6 below regarding private party and governmental consents, and except for
compliance with the requirements of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR ACT"), and any regulatory or licensing Laws
applicable to the businesses and assets represented by the Transferred Assets,
the execution, delivery and performance by Seller of this Agreement and all
other agreements contemplated hereby or executed in connection herewith (not
including the Subsequent Facilities Agreement, the "RELATED AGREEMENTS"), and
the execution and delivery by any Subsidiary of the Related Agreements to which
it is a party, and the performance by the Subsidiaries of the transactions
contemplated by this Agreement and the Related Agreements entered into by the
Subsidiaries, do not, (a) conflict with or result in a breach of any of the
provisions of the Articles or Certificates of Incorporation or Bylaws or similar
charter documents (the "CHARTER DOCUMENTS") of Seller or of any of the
Subsidiaries, (b) contravene any Law or cause the suspension or revocation of
any License presently in effect, which affects or binds Seller or any of the
Subsidiaries, or any of their properties, except

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where such contravention, suspension or revocation will not have a Material
Adverse Effect (as defined below) on the Transferred Assets and will not affect
the validity or enforceability of this Agreement and the Related Agreements or
the validity of the Transactions contemplated hereby and thereby, or (c)
conflict with or result in a breach of or default (with or without notice or
lapse of time or both) under any indenture or loan or credit agreement or any
other agreement or instrument to which Seller or any of the Subsidiaries is a
party or by which it or they or any of their properties may be affected or
bound, the effect of which conflict, breach, or default, either individually or
in the aggregate, would be a Material Adverse Effect on the Transferred Assets.
As used herein, a "MATERIAL ADVERSE EFFECT": (x) when used with respect to the
Transferred Assets, means a material adverse effect on the Transferred Assets
and on the businesses operated therefrom, including their condition (financial
or otherwise) and results of operations, taken as a whole; (y) when used with
respect to any portion of the Transferred Assets (including, without limitation,
a Facility), means a material adverse effect on such portion of the Transferred
Assets and on the businesses operated therefrom, including their condition
(financial or otherwise) and results of operations, taken as a whole; and (z)
when used with respect to an entity, such as Seller, a Subsidiary or Buyer,
means a material adverse effect on the business, condition (financial or
otherwise) and results of operations of such entity taken as a whole (including
any subsidiaries of such entity.)

Section 3.5 PRIVATE PARTY CONSENTS. Except as set forth in SCHEDULE 3.5,
the execution, delivery and performance by Seller of this Agreement and the
Related Agreements, and the execution and delivery by any Subsidiary of the
Related Agreements to which it is a party, and the performance by the
Subsidiaries of the transactions contemplated by this Agreement and the Related
Agreements to be performed by the Subsidiaries, do not require the
authorization, consent or approval of any nongovernmental third party of such a
nature that the failure to obtain the same would have a Material Adverse Effect
on the Transferred Assets or a Facility.

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sent, approval, certification, license or order of, or any filing with, any
court or governmental agency of such a nature that the failure to obtain the
same would have a Material Adverse Effect on the Transferred Assets or a
Facility, except for compliance with the HSR Act and except for such
governmental authorizations, consents, approvals, certifications, licenses and
orders that customarily accompany the transfer of health care facilities such as
the Facilities.

Section 3.7 BROKERS. Except as shown on SCHEDULE 3.7, no broker, finder,
or investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with this Agreement or the Transactions contemplated
hereby based upon any agreements or arrangements or commitments, written or
oral, made by or on behalf of Seller or any of its Affiliates. Seller shall be
solely responsible for the payment of any such fee or commission to any person
or entity listed on SCHEDULE 3.7 as an exception to the foregoing.

Section 3.8 TITLE TO PROPERTY.

(a) Each Subsidiary has good and defensible title, or valid and
effective leasehold rights in the case of leased property, to all tangible
personal property included in the Transferred Assets to be sold, conveyed,
assigned, transferred and delivered to Buyer by such Subsidiary, free and clear
of all liens, charges, claims, pledges, security interests, equities and
encumbrances of any nature whatsoever, except for those created or allowed to be
suffered by Buyer and except for the following (individually and collectively,
the "PERMITTED ENCUMBRANCES"): (i) the lien of current taxes not delinquent,
(ii) liens listed on SCHEDULES 3.8(a) AND 3.8(b), (iii) the Assumed Liabilities,
(iv) such consents, authorizations, approvals and licenses referred to in
SECTIONS 3.5 and 3.6 and (v) liens, charges, claims, pledges, security
interests, equities and encumbrances which will be discharged or released either
prior to, or substantially simultaneously with, the Scheduled Closing at which
such property is sold, conveyed, assigned and transferred to Buyer and other
possible minor matters that in the aggregate are not substantial in amount and
do not materially detract from or interfere with the present or intended use of
such property. All such tangible personal property is in good operating
condition and repair, subject to ordinary wear and tear and ordinary and routine
maintenance, and is reasonably adequate for the operation of the Facilities as
they are presently operated.

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(b) Except as set forth on SCHEDULE 3.8(b), and except for the Owned
Real Property and the Leased Real Property, no Subsidiary owns any fee or
leasehold or other interests in any real property used in and necessary for the
conduct of the operations of any Facility as presently conducted. Each
Subsidiary has good and marketable title to all Owned Real Property, or valid
and effective leasehold rights in the case of the Leased Real Property, included
in the Transferred Assets to be sold, conveyed, transferred and delivered to
Buyer by such Subsidiary, free and clear of all liens except for those created
or allowed to be suffered by Buyer and except for the following: (i) Permitted
Encumbrances, (ii) liens (not including liens for borrowed money or the
deferred purchase price of property) that do not materially impair the use of
the Owned Real Property subject thereto, as such Owned Real Property is being
used on the date hereof, (iii) easements and similar encumbrances disclosed by
current standard ALTA Preliminary Title Reports, delivered to and approved by
Buyer prior to the date hereof (except for such easements or similar
encumbrances shown on SCHEDULE 8.7(b)), and (iv) zoning, set back, building and
other similar restrictions including, without limitation, restrictions and
requirements affecting the Owned Real Property and the Leased Real Property
imposed by deeds, leases, development agreements, declarations, and
redevelopment authorities, which are not being violated in any manner that would
cause a Material Adverse Effect on any Facility as currently used and operated.
The condition of the Owned and Leased Real Property is such that it will not
materially adversely affect the operations of the Transferred Assets on or from
such Owned and Leased Real Property. All of the improvements on land included
in the Transferred Assets are in good condition and repair, subject to those
matters disclosed in SECTION 3.16 or SCHEDULE 3.16, ordinary wear and tear and
ordinary and routine maintenance, and in view of the purpose for which such
improvements are being used, free of any material structural or engineering
defects.

Section 3.9 ASSUMED CONTRACTS. Except for such matters that, when viewed
in the aggregate, do not have a Material Adverse Effect on a Facility, (a) there
is no liability to any person by reason of the default by Seller or a Subsidiary
under any Assumed Contract, (b) neither Seller nor any Subsidiary has received
written or other notice that any person intends to cancel or terminate any
Assumed Contract, (c) all of the Assumed Contracts are in full force and effect
and without any material default by any party or to the knowledge of Seller and
the Subsidiaries, any event which, with the passage of time or the giving of
notice or both

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would be such a material default, (d) subject to the provisions of SECTIONS 3.5
and 3.6, the consummation of the transactions contemplated by this Agreement
will not constitute and, to the best of Seller's current actual knowledge, no
event has occurred which, with or without the passage of time or the giving of
notice or both, would constitute a material breach or default by Seller or a
Subsidiary of such Assumed Contract, or would cause the acceleration of any
obligation of Seller or any Subsidiary or the creation of any lien (except for
Permitted Encumbrances) upon any Transferred Asset, and (e) neither Seller nor
any Subsidiary has waived any right under any Assumed Contract; PROVIDED that
Seller makes no separate representation or warranty under this SECTION 3.9
respecting compliance with the provisions of any Assumed Contract related to
title to or condition of property, licenses, environmental conditions, hazardous
substances or environmental laws, taxes, or compliance with laws generally, it
being the intent of the parties that warranties respecting such matters shall be
made exclusively under the provisions of SECTIONS 3.8, 3.10, 3.16, 3.20 and
3.25. Seller has previously delivered to Buyer true and complete copies of all
written Assumed Contracts except where the failure to so deliver a copy thereof
will not have a Material Adverse Effect on a Facility.

Section 3.10 LICENSES. Except as set forth on SCHEDULE 3.10, (a) the
Subsidiaries possess all Licenses necessary for their operation of the
Facilities at the locations and in the manner presently operated (other than
such Licenses the absence of which would not have a Material Adverse Effect on a
Facility), (b) if required, such Facilities are accredited by applicable
accrediting agencies as necessary for their operations in the manner presently
operated, and (c) such Facilities are certified for participation in the
Medicare program and have current and valid provider contracts with such
program. SCHEDULE 3.10 lists each License held by a Subsidiary and related to
the ownership or operation of a Facility and a true and correct copy of each has
previously been delivered to Buyer by Seller (other than such Licenses the
absence of which would not have a Material Adverse Effect on a Facility). All
such Licenses are in full force and effect.

Section 3.11 U.S. PERSON; RESIDENT OF GEORGIA. Neither Seller nor any
Subsidiary is a "foreign person" for purposes of Section 1445 of the Internal
Revenue Code of 1986, as amended (the "CODE"), or any other Laws requiring
withholding of amounts paid to foreign persons. For purposes of the withholding
tax imposed by Section 48-7-128 of the

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Official Code of Georgia Annotated, each Subsidiary that owns Transferred Assets
constituting Owned Real Property located in Georgia and related tangible
personal property is a corporation the principal place of business of which is
located in the State of Georgia. The Seller shall, or shall cause the relevant
Subsidiaries to, provide an appropriate affidavit of each such Subsidiary's
residence. Seller acknowledges that jurisdictions other than Georgia may impose
withholding obligations similar to those imposed by Georgia and that it is
Seller's obligation to provide evidence of exemptions from such withholding
taxes.

Section 3.12 EMPLOYEE RELATIONS. With respect to the Retained Employees,
except as set forth on SCHEDULE 3.12:

(a) Neither Seller, nor any Subsidiary nor any Facility is a party to
any agreement with any union, trade association or other similar employee
organization, no written demand has been made for recognition by a labor
organization, and to Seller's knowledge it has received no notice of any union
organizing activities by or with respect to any such employees;

(b) There are no controversies (including, without limitation, any
unfair labor practice complaints, labor strikes, arbitrations, disputes, work
slowdowns or work stoppages) pending, or to the best of Seller's current actual
knowledge, threatened, which could have a Material Adverse Effect on any
Facility; and

(c) Each Subsidiary has been and is in material compliance with all
federal and state laws respecting employment and employment practices, terms and
conditions of employment, and wages and hours (including, but not limited to,
the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, as
amended, the Occupational Safety and Health Act, the Age Discrimination in
Employment Act of 1967, the Americans with Disabilities Act of 1990 and the
Family and Medical Leave Act).

Section 3.13 EMPLOYEE PLANS.

(a) With respect to each Multiemployer Plan, there has occurred no
"complete withdrawal" or "partial withdrawal," as each is defined in Sections
4203 and 4205, respectively, of ERISA, and all

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payments required to be made to such Multiemployer Plans by a Subsidiary under
any collective bargaining agreement have been made.

(b) Neither Buyer nor any Buyer Subsidiary shall have any obligation
or liability to Seller, any Subsidiary or any present or former employee of any
of them for or with respect to any benefit plan, employee benefit plan or
employee health or welfare program or other Employee Benefit Arrangements (as
defined in SECTION 3.26(c)), except for specifically listed Assumed Liabilities
and other express obligations of Buyer and the Buyer Subsidiaries under this
Agreement.

Section 3.14 LITIGATION. Except for (a) matters associated with or within
the scope of the significant legal proceedings and investigations of an unusual
nature referred to in Seller's filings with the Securities and Exchange
Commission (the "UNUSUAL PROCEEDINGS"), (b) ordinary routine claims and
litigation incidental to the businesses represented by the Facilities
(including, but not limited to, actions for negligence, professional
malpractice, workers' compensation claims, so-called "slip-and-fall" claims and
the like), (c) governmental inspections and reviews customarily made of
businesses such as those operated from the Facilities, and (d) as set forth on
SCHEDULE 3.14, there are no actions, suits, claims, or proceedings pending, or
to the knowledge of Seller or any Subsidiary, threatened against or affecting
the Transferred Assets or relating to the operations of the Facilities, at law
or in equity, or before or by any federal, state, municipal or other
governmental department, commission, agency or instrumentality. The claims and
litigation referred to in CLAUSE (b) above are covered by insurance currently
maintained by Seller except where the failure to be so covered (i) would not
have a Material Adverse Effect on any Facility or (ii) is of a nature that is
not ordinarily subject to insurance coverage (E.G., demands for punitive
damages). Neither Seller nor any Subsidiary is in default under any judgment,
order or decree of any governmental agency or authority applicable to the
conduct of the business conducted at the Facilities. Except as disclosed on
SCHEDULE 3.14, there is no condemnation proceeding pending or, to the knowledge
of Seller or any Subsidiary, threatened against any of the Owned or Leased Real
Property. SCHEDULE 3.14 includes an accurate and complete list of each
malpractice claim or lawsuit pending or to Seller's or any Subsidiary's
knowledge, threatened against any Facility or Subsidiary.

Section 3.15 INVENTORY. All Inventory included in the Transferred Assets
and included in the Net Book Values will consist of a quality and

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quantity usable and salable in the ordinary course of business, except for items
of obsolete materials and materials of below-standard quality at any given
Facility, all of which in the aggregate are immaterial to the financial
condition or results of operations of the businesses operated from such Facility
taken as a whole, or have been, or prior to the relevant Scheduled Closing will
be, written down to realizable market value.

Section 3.16 HAZARDOUS SUBSTANCES. To Seller's and the Subsidiaries'
knowledge, except as disclosed by the Environmental Survey (as defined in
SECTION 6.2(b)) or otherwise on SCHEDULE 3.16:

(a) There has not been a Release of Hazardous Material on or otherwise
affecting the Owned Real Properties or the Leased Real Properties, (other than
Releases involving de minimis quantities of Hazardous Materials) that would:
(i) constitute a violation of any Environmental Law by Seller or the
Subsidiaries, or by any third party if the effect of such violation by such
third party imposes a remediation obligation on the part of Seller or any
Subsidiary; (ii) trigger any release-reporting obligations of Seller or the
Subsidiaries under any Environmental Law; or (iii) trigger any clean-up or
remediation obligations or Seller or the Subsidiaries under any Environmental
Law;

(b) Seller and the Subsidiaries have complied with and currently are
in compliance in all material respects with all Environmental Laws that govern
the Owned Real Properties, the Leased Real Properties, and the businesses
operated from any such properties;

(c) Seller and the Subsidiaries have obtained all material Licenses
required under the Environmental Laws for operation of their businesses related
to the Owned Real Properties and the Leased Real Properties, have complied with
and currently are in compliance in all material respects with all such Licenses,
and have not received any notice that: (i) any such existing License will be
revoked; or (ii) any pending application for any new such License will be
denied;

(d) Seller and the Subsidiaries have not received any currently
outstanding notice of any proceedings, action, or other claim or liability
arising under any Environmental Laws (including, without limitation, notice of
potentially responsible party status under the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. (section)9601 et seq. or
any state counterpart) from any person

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or governmental agency regarding the Owned Real Properties, the Leased Real
Properties, or the businesses operated from such properties;

(e) Neither Seller nor any Subsidiary has received any currently
outstanding notice, which notice is specifically directed to an Owned or
Leased Real Property (rather than to all property owners or operators in a
given geographic area), that any of the Owned Real Properties or any of the
Leased Real Properties is the subject of a material deed restriction,
material title-transfer restriction, other material land-use restriction, or
material lien arising in each case under any Environmental Law;

(f) Neither the Owned Real Properties, the Leased Real Properties,
nor any of the businesses conducted on any such properties is the subject of
any outstanding order, decree, or agreement with or involving any governmental
agency, court, or other party respecting any material aspect of the
operation of such properties and businesses that relates to or arises under
any Environmental Law (other than orders, decrees or agreements affecting or
directed to the healthcare industry generally, or in the case of Leased Real
Properties, lease agreements requiring compliance with applicable
Environmental Law);

(g) No portion of the Owned Real Properties or Leased Real
Properties contains or has ever contained any underground storage tank,
surface impoundment or similar device used for the management of wastewater,
or other waste management unit dedicated to the disposal, treatment, or
long-term (greater than 90 days) storage of waste materials; and

(h) Neither Seller, any Subsidiary nor any other person has
improperly disturbed or encroached upon any floodplain areas, waters, or
wetlands associated with any of the Owned Real Properties or Leased Real
Properties in violation of any Environmental Law.

Section 3.17 FINANCIAL INFORMATION.

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for the fiscal year ended May 31, 1993 and for the fiscal period ended
November 30, 1993 (collectively, the "EBITDA STATEMENTS"). The EBITDA
Statements present fairly the combined EBITDA of such operations, taken as a
whole, as of the dates and for the periods shown, and were derived from and
are in accordance with the internal books and records of the Subsidiaries as
well as the "Subsidiaries" defined in the Subsequent Facilities Agreement
(the "COMBINED SUBSIDIARIES") and the regularly prepared unaudited internal
financial statements of the First Facilities and the Subsequent Facilities,
which are prepared in accordance with the generally accepted accounting
principles utilized in the preparation of the published financial statements
of Seller.

(b) Attached hereto as SCHEDULE 3.17(b) is an internally prepared
unaudited combined statement of certain assets and liabilities of the First
Facilities and the Subsequent Facilities as of November 30, 1993 (the
"BALANCE SHEET"; collectively, the Balance Sheet and the EBITDA Statements
are the "FINANCIAL SCHEDULE"). The Balance Sheet has been prepared from, and
is in accordance with, the internal books and records of the Combined
Subsidiaries and presents fairly the financial condition of the First
Facilities and the Subsequent Facilities with respect to the Transferred
Assets and Assumed Liabilities that are the subject of this Agreement and the
Subsequent Facilities Agreement, taken as a whole, as of the date shown. The
Balance Sheet was prepared in accordance with Seller's practices for the
preparation of internal financial statements, consistently applied, and is in
accordance with the generally accepted accounting principles utilized in the
preparation of the published financial statements of Seller.

(c) Notwithstanding the foregoing, (i) the Financial Schedule does
not (A) reflect all intercompany eliminations, adjustments and accruals that
are reflected in financial statements of Seller, (B) reflect any reserves for
the Unusual Proceedings, (C) reflect any anticipation of the divestiture of
the Transferred Assets that are the subject of this Agreement and the
Subsequent Facilities Agreement and any adjustments to the carrying values of
such assets occasioned thereby, (D) contain footnotes or other explanatory
material associated with financial statements prepared in accordance with
generally accepted accounting principles, or (E) contain normal year-end
adjustments with respect to interim periods, (ii) the EBITDA Statements do
not reflect allocations of indirect costs and non-hospital overhead or the
corresponding cost reimbursement impact of claiming such costs in a Cost
Report relating to First Facilities or

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Subsequent Facilities, and (iii) certain earnings, assets and liabilities
have been excluded from the EBITDA Statements or the Balance Sheets, as
applicable, as noted in the footnotes or other explanatory material
associated with the Financial Statements. In addition, the Financial
Schedule is to be read in conjunction with, and is subject to, all notes and
other explanatory material set forth therein.

(d) The Balance Sheet reflects the amount of Receivables, as well
as "Receivables" as defined in the Subsequent Facilities Agreement (together,
the "COMBINED RECEIVABLES"), which for this purpose may include Eligible
Receivables (including "Eligible Receivables" as defined in the Subsequent
Facilities Agreement) as of the date thereof, net of allowances customarily
recorded by the Combined Subsidiaries for uncollectible and doubtful
accounts, and contractual allowances pursuant to agreements with Payors, all
in conformity with Seller's practices for the preparation of internal
financial statements and in accordance with the generally accepted accounting
principles utilized in the preparation of the published financial statements
of the Seller. To the knowledge of Seller and each such Subsidiary, all such
Combined Receivables included in the Balance Sheet represent amounts validly
owed to the applicable Combined Subsidiary by reason of the provision of
goods, services and other consideration by such Combined Subsidiary, and, to
the knowledge of Seller and each such Combined Subsidiary, are not valued in
excess of the amounts expected to be collected with respect thereto. Each
such Combined Subsidiary maintains its accounting records in sufficient
detail to substantiate the Combined Receivables reflected on the Balance
Sheet. Since the date of Seller's most recent audited financial statements,
neither Seller nor any such Combined Subsidiary has changed any principle or
practice with respect to the recordation of accounts receivable or the
calculation of reserves therefor, or any material collection, discount or
write-off policy or procedure.

Section 3.18 CHANGES SINCE BALANCE SHEET. Since the date of the Balance
Sheet and up to and including the date of this Agreement, other than as
contemplated or permitted by this Agreement, the Subsidiaries have conducted
the businesses represented by the Transferred Assets only in the ordinary and
normal course, except for (i) matters associated with the Unusual
Proceedings, (ii) as shown on SCHEDULE 3.18, (iii) the institution or
completion of compliance programs, or (iv) events in anticipation of the
divestiture of the Transferred Assets, and there has not been:

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(a) Any entry into or termination by Seller or a Subsidiary of any
material commitment, contract, agreement or transaction (including, without
limitation, any borrowing or lending transaction or capital expenditure)
related to the Transferred Assets except for transactions in the ordinary
course of business and renegotiation of credit agreements to which Seller and
certain of its subsidiaries are parties which renegotiations will not have a
Material Adverse Effect on the Transferred Assets or on any Facility;

(b) Any casualty, physical damage, destruction or physical loss
respecting, or change in the physical condition of, any Facility or Equipment
that has had a Material Adverse Effect on a Facility;

(c) Any transfer of or rights granted under any contract which
would have been an Assumed Contract on the date of the Balance Sheet except
for transactions in the ordinary course of business;

(d) Other than in the ordinary course of business, (i) any sale or
other disposition of any fixed asset included in the Balance Sheet having a
net book value in excess of $100,000, or (ii) any material mortgage, pledge or
imposition of any lien or other encumbrances on any such asset, or (iii)
sales or dispositions of, or the imposition of material encumbrances on,
fixed assets included in such Balance Sheet having a net book value that
exceeds $1,000,000 in the aggregate, or (iv) any sale or other disposition of
Inventories included in the Balance Sheet;

(e) Any material amendment (other than general amendments which the
carrier makes for a category of policy) or termination of any material
insurance policy or failure to renew any material insurance policy covering
the Transferred Assets;

(f) Any default or breach by Seller or a Subsidiary under any
contract that would have been an Assumed Contract on the date of the Balance
sheet which, when viewed individually or in the aggregate of all such
breaches or defaults, has had a Material Adverse Effect on any Facility;

(g) Any material adverse change in the trend of the business,
financial condition or results of operations of any Facility as compared to
the trend of the business, financial condition or results of operations, as

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applicable, of such Facility for the two year period ended November 30,
1993; or

(h) Any increase made in the compensation levels of any chief
executive officer or chief financial officer of any Facility, or any general
increase made in the compensation levels of the other Retained Employees,
except in the ordinary course of business.

Section 3.19 TRANSFERRED BUSINESS NAMES. Seller or one of the
Subsidiaries owns or has the right to use the Transferred Business Names,
free of any liens. SCHEDULE 2.1(h) sets forth for each Transferred Business
Name, if any, that is the subject of a trademark registration the date of
registration, the registration number and the expiration date. To the
knowledge of Seller and the Subsidiaries, no aspect of registered trademarks
included in the Transferred Business Names, if any, has been adjudged invalid
or unenforceable or has been cancelled or revoked. Except as set forth on
SCHEDULE 3.19, to the knowledge of Seller and the Subsidiaries, the use by
the Subsidiaries of the Transferred Business Names in connection with the
Facilities does not conflict with or violate any valid rights of third
parties, including any patents, trademarks, trade names or copyrights of
others, in any way which would have a Material Adverse Effect on the
Transferred Assets or a Facility; neither Seller nor any Subsidiary has
received any notice of a conflict with the asserted rights of others in
connection therewith which, if determined adversely, would have a Material
Adverse Effect on any Facility. Neither Seller nor any of the Subsidiaries
is obligated to pay any amount, whether as a royalty, license fee or other
payment, to any person in order to use any of the Transferred Business Names.

Section 3.20 COMPLIANCE WITH LAWS AND ACCREDITATION. To Seller's and
each Subsidiary's knowledge, Seller and each Subsidiary has complied in all
material respects with all laws, regulations and orders, and as materially
required for participation in the Medicare, CHAMPUS and Medicaid
reimbursement programs and is in material compliance with the indigent care
conditions, if any, contained in or related to certificates of need obtained
by it except (a) as set forth in SCHEDULE 3.20, (b) as described in SECTIONS
3.10, 3.12, 3.16, and 3.21 and the SCHEDULES, if any related thereto, and (c)
for matters related to the Unusual Proceedings. With respect to each
Facility, Seller has previously delivered to Buyer true and complete copies
of the most recent Joint Commission on Accreditation of Health Care
Organizations ("JCAHO") accreditation survey report and

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deficiency list, if any; the most recent Statement of Deficiencies and Plan
of Correction on Form HCFA-2567; the most recent state licensing report and
list of deficiencies, if any; the most recent fire marshall's survey and
deficiency list, if any; and the corresponding plans of correction or other
responses except, in each case, such surveys, reports or deficiency lists
which do not reflect any deficiency which would have a Material Adverse
Effect on any Facility. Seller or the relevant Subsidiary has taken or is in
the process of taking all reasonable steps to correct all material
deficiencies noted therein and a description of any material uncorrected
deficiency is listed in SCHEDULE 3.20. There are no provisions in, or other
agreements to which Seller or a Subsidiary is a party relating to any
Licenses, which would preclude or limit Buyer from operating the Transferred
Assets substantially as they are now operated and using the beds of any
Facility substantially as they are currently classified.

Section 3.21 COST REPORTS, THIRD PARTY RECEIVABLES AND CONDITIONS OF
PARTICIPATION. The Cost Reports of the Facilities for Medicare, Medicaid (if
required) and Blue Cross (if required) reimbursement have been audited
through the periods set forth in SCHEDULE 3.21, and Blue Cross and Medicare
Cost Reports of the Facilities were filed when due. Except for matters
related to the Unusual Proceedings, and as set forth in SCHEDULE 3.21: to
the knowledge of Seller, (a) neither Seller nor any Subsidiary has received
notice of any material dispute between a Facility and Blue Cross,
governmental authorities or the Medicare fiscal intermediary regarding such
Cost Reports for periods subsequent to the period specified in SCHEDULE 3.21
other than with respect to adjustments thereto made in the ordinary course of
business which do not involve individual amounts in excess of ten thousand
dollars ($10,000) per Cost Report; (b) there are no pending or threatened
material claims by any of such programs against any Facility; (c) each
Facility currently meets, without material exception, the conditions for
participation in the Medicare program; and (d) no Facility has been subject
to loss of waiver of liability for utilization review denials with respect to
any such program during the past two years.

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other members of the medical staffs of the Facilities. With regard to the
active medical staffs of the Facilities, there are no material pending or
threatened disciplinary or corrective actions or appeals therefrom involving
physician applicants or active medical staff members except as set forth in
SCHEDULE 3.22. SCHEDULE 3.22 also sets forth a materially complete and
accurate list and description of (a) the name of each member of the medical
staff of each Facility as of the date shown on such Schedule, (b) the
approximate age of each active medical staff member as of such date, (c) the
specialty, if any, of each medical staff member, (d) readily available
reports regarding the number of patient admissions of each medical staff
member for the period shown on such SCHEDULE 3.22, and (e) readily available
reports regarding the aggregate patient days of patients admitted by each
medical staff member for the period shown on such SCHEDULE 3.22.

Section 3.23 HILL-BURTON CARE. Except as set forth in SCHEDULE 3.23, no
Subsidiary or Facility has an outstanding loan, grant or loan guarantee
pursuant to the Hill-Burton Act (42 U.S.C. (Section) 291a, et seq.) and the
transactions contemplated hereby will not result in any obligation on the
part of the Buyer or a Buyer Subsidiary to repay any such loans, grants or
loan guarantees or provide uncompensated care in consideration thereof.

Section 3.24 ASSETS USED IN THE OPERATION OF THE FACILITIES. There are
no assets or properties that are used in and necessary for the conduct of the
operations of the Facilities that are owned by Seller and the Subsidiaries,
and which individually or in the aggregate, are necessary for the operation
of the Facilities that are not included in the Transferred Assets except for
such Assumed Contracts which Buyer has elected or will elect to reject
pursuant to SECTION 2.18. Except as set forth in SCHEDULE 3.24 and subject
to SECTION 2.18, the Transferred Assets include all assets and properties
that are properly recordable on the Balance Sheet, other than assets and
properties disposed of by the Seller or a Subsidiary in the ordinary course
of business since the date of the Balance Sheet and without violation of this
Agreement.

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to have bene filed in accordance with applicable laws have been duly filed,
and all taxes shown to be due and payable on such returns have been paid in
full.

Section 3.26 LISTS OF OTHER DATA. SCHEDULE 2.1(f) contains a list,
materially complete and correct as of the dates shown thereon, of the Other
Assigned Contracts, and SCHEDULES 3.26(a) through (h) contain lists or other
information, materially complete and correct as of the dates shown thereon,
of the following:

(a) The most recent regularly generated depreciation schedules
related to tangible personal property constituting Equipment, together with
copies of such schedules;

(b) A brief description of all insurance in force covering (i)
fixed assets that would constitute Transferred Assets, or (ii) the operations
of any Facility as of such date;

(c) All compensation, bonus, incentive, deferred payments,
retirement, pension, severance, profit-sharing, stock purchase and stock
option plans, group life, automobile, medical, dental, disability, welfare or
other employee benefit plans or insurance policies, and other similar
arrangements (collectively, "EMPLOYEE BENEFIT ARRANGEMENTS") generally
applicable to the Retained Employees or a substantial part thereof or
generally applicable to the chief executive or chief financial officers, or a
substantial part thereof, of the Facilities as of such date;

(d) The aggregate accrued Paid Time Off for all employees at each
Facility, as of the date shown;

(e) Any contract relating to clean-up, abatement or other actions
in connection with the remediation of any existing environmental liabilities
or relating to the performance of any environmental audit or study with
respect to the Facilities other than with respect to the Environmental Survey
and entered into in the three years preceding the date hereof;

(f) Any indenture, mortgage, loan, credit or other written contract
under which any of the Subsidiaries, directly or indirectly, is indebted for
money borrowed or is the issuer of any note, bond, indenture or other
evidence of indebtedness for money borrowed or guarantor of

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similar financial obligations of others, whether or not reflected on the
Balance Sheet;

(g) Any contract with any bank, finance company or similar
organization pursuant to which such organization acquires receivables from
the Subsidiaries; and

(h) Any contract granting any person a lien, security interest or
mortgage on any Transferred Asset (other than Permitted Encumbrances),
including, without limitation, any factoring agreement or agreement for the
assignment of accounts receivable or inventory.

Section 3.27 CERTAIN TRANSACTIONS. Except as set forth in SCHEDULE
3.27, and except for remuneration as employees, since November 30, 1992 (i) no
Facility has been a party to any transaction or series of similar
transactions in which the amount involved exceeds $60,000 and in which the
chief executive officer, chief financial officer or medical director of such
Facility has a direct or indirect material interest, and (ii) no chief
executive officer, chief financial officer or medical director of any
Facility has been indebted to Seller or any Subsidiary in an amount in excess
of $60,000.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller, as of the date hereof,
as follows, except as set forth in Schedules numbered in relation to the
Sections set forth below:

Section 4.1 ORGANIZATION AND CORPORATE POWER. Buyer is a corporation
duly incorporated and validly existing under the laws of, and is authorized to
exercise its corporate powers, rights and privileges and is in good standing
in, the State of Delaware and has full corporate power to carry on its
business as presently conducted and to own or lease and operate its
properties and assets now owned or leased and operated by it and to perform
the transactions on its part contemplated by this Agreement and all other
agreements contemplated hereby.

Section 4.2 BUYER SUBSIDIARIES.

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(a) As of each Scheduled Closing, each Buyer Subsidiary will be a
corporation duly organized, validly existing and in good standing under the
laws of its state of incorporation. Each Buyer Subsidiary will have, at the
First Closing and at each Scheduled Closing thereafter, all requisite power
and authority (corporate and otherwise) to carry on its business as then
conducted and to own or lease and operate its properties and assets then
owned or leased and operated by it and to perform the transactions on its
part contemplated by this Agreement and all other agreements contemplated
hereby.
(b) The board of directors of each Buyer Subsidiary and, if
required, its shareholders, will have, by the date of the First Closing, duly
and effectively authorized (i) the purchase of the Transferred Assets to be
purchased by such Buyer Subsidiary; and (ii) the execution, delivery and
performance of the Related Agreements and all other agreements contemplated
hereby and thereby to which such Buyer Subsidiary is a party. No other
corporate act or proceeding on the part of any Buyer Subsidiary, its board of
directors or its shareholders will be necessary to authorize any Related
Agreement or other agreement contemplated hereby and thereby or the
transactions contemplated hereby and thereby.

(c) The Related Agreements and all other agreements contemplated
hereby and thereby to which any Buyer Subsidiary is a party will, as of each
Scheduled Closing, have been duly executed and delivered by each such Buyer
Subsidiary, and each such agreement, when executed and delivered will
constitute, a valid and binding obligation of such Buyer Subsidiary,
enforceable against such Buyer Subsidiary in accordance with its terms,
except as it may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar Laws now or hereafter in effect relating to
creditors' rights generally and that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding may
be brought.

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hereby and thereby. This Agreement has been, and each of the Related
Agreements contemplated hereby will, as of each Scheduled Closing, have been,
duly executed and delivered by Buyer and by each applicable Buyer Subsidiary,
and this Agreement constitutes, and each such Related Agreement when executed
and delivered will constitute, a valid and binding obligation of Buyer and
each Buyer Subsidiary party thereto, enforceable against Buyer and each Buyer
Subsidiary party thereto, in accordance with its terms, except as it may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar Laws now or hereafter in effect relating to creditors' rights
generally and that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding may be brought.

Section 4.4 ABSENCE OF BREACH. Subject to the provisions of SECTIONS
4.5 and 4.6 below regarding private party and governmental consents, and
except for compliance with the requirements of the HSR Act and any regulatory
or licensing Laws applicable to the businesses and assets represented by the
Transferred Assets, the execution, delivery and performance by Buyer of this
Agreement and the Related Agreements, and the execution and delivery by any
Buyer Subsidiary of the Related Agreements to which it is a party, and the
performance by the Buyer Subsidiaries of the transactions to be performed by
them and contemplated by this Agreement and the Related Agreements entered
into by the Buyer Subsidiaries, do not, (a) conflict with or result in a
breach of any of the provisions of Charter Documents of Buyer or of any of
the Buyer Subsidiaries, (b) contravene any Law or cause the suspension or
revocation of any License presently in effect, which affects or binds Buyer
or any of the Buyer Subsidiaries or any of their material properties, or (c)
conflict with or result in a breach of or default under any indenture or loan
or credit agreement or any other agreement or instrument to which Buyer or
any of the Buyer Subsidiaries is a party or by which it or they or any of
their properties may be affected or bound.

Section 4.5 PRIVATE PARTY CONSENTS. Except as set forth on SCHEDULE
4.5, the execution, delivery and performance by Buyer of this Agreement and
the Related Agreements and the execution and delivery by any Buyer Subsidiary
of the Related Agreements to which it is a party, and the performance by the
Buyer Subsidiaries of the transactions contemplated by this Agreement and the
Related Agreements to be

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performed by the Buyer Subsidiaries, do not require the authorization,
consent or approval of any non-governmental third party.

Section 4.6 GOVERNMENTAL CONSENTS. The execution, delivery and
performance by Buyer of this Agreement and the Related Agreements, and the
execution and delivery by any Buyer Subsidiary of the Related Agreements to
which it is a party, and the performance by the Buyer Subsidiaries of the
transactions contemplated by this Agreement and the Related Agreements to be
executed, delivered or performed by the Buyer Subsidiaries, do not require the
authorization, consent, approval, certification, license or order of, or any
filing with, any court or governmental agency, except for compliance with the
HSR Act and except for such governmental authorizations, consents, approvals,
certifications, licenses and orders that customarily accompany the transfer
of health care facilities such as the Facilities.

Section 4.7 BROKERS. Except as set forth on SCHEDULE 4.7, no broker,
finder, or investment banker is entitled to any brokerage, finder's or other
fee or commission in connection with this Agreement or the transactions
contemplated hereby based upon any agreements or arrangements or commitments,
written or oral, made by or on behalf of Buyer or any of its Affiliates.
Buyer shall be solely responsible for the payment of any such fee or
commission to any person or entity listed on SCHEDULE 4.7 as an exception to
the foregoing.

Section 4.8 QUALIFIED FOR LICENSES. Buyer or a Buyer Subsidiary is
qualified to obtain any Licenses and program participations necessary for the
operation by Buyer or a Buyer Subsidiary of the Transferred Assets as of the
relevant Scheduled Closing in the same manner as the Transferred Assets are
presently operated by Seller and the Subsidiaries.

Section 4.9 FINANCIAL ABILITY TO PERFORM. Buyer has liquid capital or
committed sources therefor sufficient to permit it to perform timely its
obligations hereunder, including, but not limited to, the payment of the
Tentative Purchase Price to Seller at the Scheduled Closings and the other
payments to Seller required hereunder. Promptly after its receipt of
letters of commitment or other documents related to the financing of its
obligations hereunder, Buyer will provide copies of the same to Seller.

Section 4.10 NO KNOWLEDGE OF SELLER'S BREACH. Neither Buyer nor, to the
knowledge of Buyer, any of its Affiliates has knowledge of any

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breach of any representation or warranty by Seller or of any other condition
or circumstance that would excuse Buyer from its timely performance of its
obligations hereunder. Buyer shall notify Seller as promptly as practicable
if any such information comes to its attention before any relevant Closing
Date.

Section 4.11 NO ASSURANCE. Buyer acknowledges and agrees that the
rates or bases used in calculating payments or reimbursements to it or a
Buyer Subsidiary by any Payor (including but not limited to Medicare) may
differ from the rates and bases used in calculating such payments or
reimbursements to Seller and the Subsidiaries. In entering into the
transactions contemplated by this Agreement and the Related Agreements, Buyer
is relying solely on the express representations, warranties and covenants of
Seller and the Subsidiaries contained in this Agreement and the Related
Agreements and upon no other representations or statements of Seller, the
Subsidiaries or any of their representatives, and acknowledges and agrees
that nothing in this Agreement or the Related Agreements shall be deemed to
create any implied duty, disclosure obligation or responsibility on the part
of Seller or the Subsidiaries. Buyer further acknowledges that during the
course of the due diligence investigation, material information related to
the matters that are the subject of the Unusual Proceedings may not have been
discovered by or disclosed to it. Seller represents and warrants that, at
those scheduled confidential meetings held among counsel for Buyer and Seller
on the dates referenced in SCHEDULE 4.11, which meetings were held for the
purpose of conducting Buyer's due diligence regarding the Unusual
Proceedings, statements of fact concerning the Unusual Proceedings made by
Seller's counsel present at such meetings were not materially inaccurate.

ARTICLE 5
COVENANTS OF EACH PARTY

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reasonable efforts to obtain the consents, authorizations and approvals of
all private parties and governmental authorities whose consent is reasonably
necessary to effectuate the Transactions contemplated hereby, and effecting
all other necessary registrations and filings, including but not limited to
filings under Laws relating to the transfer or obtaining of necessary
Licenses, under the HSR Act and all other necessary filings with governmental
authorities. Inasmuch as the Transactions in respect of the First Facilities
may be consummated without regard to consummation of the transactions
contemplated by the Subsequent Facilities Agreement, the parties hereby agree
that, in order potentially to expedite the timing of the First Closing, the
parties will make separate filings under the HSR Act with respect to the
First Facilities. The foregoing notwithstanding, it shall be the
responsibility of Buyer to use its reasonable commercial efforts and to act
diligently and at its expense to obtain any authorizations, approvals and
consents in connection with acquiring Licenses and program participations
that will permit it to operate the Facilities after the Scheduled Closings,
PROVIDED that Buyer will seek to obtain Licenses and program participations
subject to the existing conditions under which the Subsidiaries operate the
Facilities and will not seek to change the same until the Transferred Assets
and Assumed Liabilities respecting the Facilities in question have been
transferred to and assumed by Buyer. Seller and its Subsidiaries shall
cooperate with Buyer's efforts to obtain the requisite regulatory consents,
provided neither Seller nor any of its Subsidiaries shall be obligated to
incur any liabilities or assume any obligations in connection therewith.
Other than Buyer's and Seller's obligations under SECTION 5.5, neither party
shall have any liability to the other if, after using its reasonable
commercial efforts (and, in the case of Buyer's efforts to obtain requisite
Licenses, acting diligently), it is unable to obtain any consents,
authorizations or approvals necessary for such party to consummate the
Transactions. As used herein, the terms "REASONABLE COMMERCIAL EFFORTS" or
"REASONABLE EFFORTS" do not include the provision of any consideration to any
third party or the suffering of any economic detriment to a party's ongoing
operations for the procurement of any such consent, authorization or approval
except for the costs of gathering and supplying data or other information or
making any filings, fees and expenses of counsel and consultants and for
customary fees and charges of governmental authorities and accreditation
organizations.

Section 5.2 COOPERATION; REGULATORY FILINGS. Prior to and after the
Final Closing, upon prior reasonable written request, each party agrees to
cooperate with the other in every reasonable commercial way to consum-

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mate the Transactions. Notwithstanding the foregoing, all analyses,
appearances, presentations, memoranda, briefs, arguments, opinions and
proposals made or submitted by or on behalf of either party hereto in
connection with proceedings under or relating to the HSR Act or any other
federal or state antitrust or fair trade law, or made or submitted by or on
behalf of Buyer in connection with proceedings to obtain the Licenses and
program participations referred to in SECTION 5.1 hereof, shall be subject to
the joint approval or disapproval and the joint control of Buyer and Seller,
acting with the advice of their respective counsel, it being the intent of
the foregoing that the parties hereto will consult and cooperate with one
another, and consider in good faith the views of one another, in connection
with any such analysis, presentation, memorandum, brief, argument, appearance,
opinion or proposal; PROVIDED that nothing herein shall prevent either party
hereto or any of their Affiliates or their authorized representatives from
(a) making or submitting any such analysis, appearance, presentation,
memorandum, brief, argument, opinion or proposal in response to a subpoena or
other legal process or as otherwise required by Law, or (b) submitting
factual information to the United States Department of Justice, the Federal
Trade Commission, any other governmental agency or any court or
administrative law judge in response to a request therefor or as otherwise
required by Law.

Section 5.3 FURTHER ASSISTANCE. From time to time, at the reasonable
request of either party, whether on or after a Scheduled Closing, without
further consideration, either party, at its expense and within a reasonable
amount of time after request hereunder is made, shall execute and deliver
such further instruments of assignment, transfer and assumption and take such
other action as may be reasonably required to more effectively assign and
transfer the Transferred Assets to, and vest the Assumed Liabilities in,
Buyer, deliver or make the payment of the Purchase Price to Seller or any
amounts due from one party to the other pursuant to the terms of this
Agreement or confirm Seller's ownership of the Excluded Assets and
obligations with respect to the Excluded Liabilities.

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connection with any inquiries, actions, tax or Cost Report audits,
proceedings, arrangements or disputes involving either of the parties hereto
(other than in connection with disputes between the parties hereto) and based
upon contracts, arrangements or acts of Seller or any of the Subsidiaries
which were in effect or occurred on or prior to any Scheduled Closing and
which relate to the Transferred Assets, including, without limitation,
arranging discussions with (and the calling as witness of) officers,
directors, employees, agents, and representatives of Buyer.

Section 5.5 EXPENSES. Whether or not the Transactions contemplated
hereby are consummated, except as otherwise provided in this Agreement, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses. Notwithstanding the foregoing:

(a) Costs associated with preliminary title reports and title
policies shall be borne by Seller up to the costs that would have been
incurred had the title policies been standard coverage policies of title
insurance, and the remaining costs, if any, including costs for Extended
Coverage and any surveys in connection therewith, shall be borne by Buyer;

(b) All costs of the Environmental Survey referred to in SECTION
6.2(b) shall be borne one-half by Buyer and one-half by Seller, other than
any cost incurred in connection with any "Phase II" investigation conducted by
Buyer's environmental consultant (which shall be borne by Buyer);

(c) All escrow charges, appraisal fees, and charges of any neutral
independent public accountant or mediator, and related costs, shall be borne
one-half by Buyer and one-half by Seller (it being agreed that each party
shall bear the costs of its own independent public accountant or designated
mediator);

(d) All recording costs and charges respecting real property will
be borne one-half by Seller and one-half by Buyer;

(e) All transfer taxes respecting real property will be borne
one-half by Buyer and one-half by Seller;

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(f) All fees and expenses relating to the filings under the HSR Act
shall be borne by the party incurring such fees and expenses;

(g) All fees and charges of governmental authorities and
accreditation agencies in connection with the transfer, issuance or
authorization of any License, accreditation or program participation shall be
borne by Buyer;

(h) All fees or costs associated with the issuance of any bond or
the establishment of any escrow required by SECTION 2.10(a) shall be borne by
Buyer.

(i) All fees, charges or costs (other than internal costs of
Seller or any Subsidiary), including auditing fees and expenses, incurred as
a result of Buyer's compliance with the Securities Exchange Act of 1934, as
amended, or the Securities Act of 1933, as amended, and the rules and
regulations thereunder, shall be borne by Buyer;

(j) Out-of-pocket costs incurred by Seller and the Subsidiaries in
connection with providing transitional assistance to Buyer shall be borne by
Buyer, whether such assistance is provided before or after a Scheduled
Closing, including costs associated with attendance at meetings requested by
Buyer;

(k) All liabilities or obligations of Seller or a Subsidiary for
Taxes in the nature of sales taxes incurred as a result of the sale of the
Transferred Assets hereunder to Buyer shall be borne one-half by Seller and
one-half by Buyer; and

(l) All fees, charges and costs of economists and other experts, if
any, jointly retained by Buyer and Seller in connection with submissions
made to any government agency and advice in connection therewith respecting
approval of the Transactions, including proceedings under the HSR Act, will
be borne one-half by Buyer and one-half by Seller.

All such charges and expenses shall be promptly settled between the parties
at the relevant Scheduled Closing or upon termination or expiration of further
proceedings under this Agreement, or with respect to such charges and
expenses not determined as of such time, as soon thereafter as is reasonably
practicable.
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Section 5.6 ANNOUNCEMENTS; CONFIDENTIALITY. Prior to the Final Closing
Date, no press or other public announcement, or public statement or comment
in response to any inquiry, relating to the transactions contemplated by this
Agreement shall be issued or made by Buyer or Seller or any Subsidiary
without the joint approval of Buyer and Seller; PROVIDED that a press release
or other public announcement, regulatory filing, statement or comment made
without such joint approval shall not be in violation of this Section if it
is made in order to comply with applicable securities Laws or stock exchange
policies and in the reasonable judgment of the party making such release or
announcement, based upon advice of counsel, prior review and joint approval,
despite reasonable efforts to obtain the same, would prevent dissemination of
such release or announcement in a timely enough fashion to comply with such
Laws or policies, PROVIDED that in all instances prompt notice from one party
to the other shall be given with respect to any such release, announcement,
statement or comment. Subject to the foregoing, the parties hereto recognize
and agree that all information, instruments, documents and details concerning
the businesses of Buyer, Seller and the Subsidiaries are strictly
confidential, and Seller and Buyer expressly covenant and agree with each
other that, prior to and after the Scheduled Closings, they will not, nor
will they allow any of their respective officers, directors, employees,
representatives or agents (including professional advisors) to disclose or
publicly comment upon any matters relating to the business of the other or
relating to this Agreement, including, without limitation, the terms, timing
or progress of the transactions contemplated hereby, or its negotiation,
terms, provisions or conditions, including Purchase Price, except for disclosure
to their respective professional advisors and lenders or prospective financing
sources (each of whom shall agree not to disclose the same) which is reasonably
necessary to effectuate the Transactions contemplated hereby and in a manner
consistent with the provisions of this Agreement. Each party shall keep all
information (i) obtained from the other either before or after the date of this
Agreement, or (ii) related to Buyer's proposed purchase of the Transferred
Assets, Seller's proposed sale of the Transferred Assets, the contents of this
Agreement or the negotiation of this Agreement confidential, and neither party
shall reveal such information to, nor produce copies of any written information
for, any person outside its management group or its professional advisors
(including lenders and prospective financing sources) without the prior written
consent of the other party, unless such party is compelled to disclose such
information by judicial or administrative process or by any other requirements
of Law or disclosure is reasonably necessary to obtain

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a License or a consent listed on the Schedule of Required Consents. If the
Transactions contemplated by this Agreement should fail to close for any
reason, each party shall return to the other as soon as practicable all
originals and copies of written information provided to such party by or on
behalf of the other party and none of such information shall be used by
either party, or their employees, agents or representatives in the business
operations of any person. Notwithstanding the foregoing, (i) each party's
obligations under this Section shall not apply to any information or document
which is or becomes available to the public other than as a result of a
disclosure by the other party in violation of this Agreement or other
obligation of confidentiality under which such information may be held or
becomes available to the party on a non-confidential basis from a source
other than the other party or its officers, directors, employees,
representatives or agents and (ii) without the prior written consent of
Seller, or except as may be required by Law (as determined by the written
opinion of independent counsel in form and substance satisfactory to Seller)
the schedules to this Agreement shall not be disclosed to or filed with any
person (including any governmental entity or regulatory board) if such filing
or disclosure could result in such schedules becoming available to the
public. The parties' obligations under this Section shall survive the
termination of this Agreement. Nothing in this Section shall, or is intended
to, impair or modify any of the rights or obligations of Buyer or its
Affiliates under that certain letter agreement dated as of September 15,
1993, all of which remain in effect until termination of such letter
agreement in accordance with its terms.

Section 5.7 PRESERVATION OF AND ACCESS TO CERTAIN RECORDS.

(a) As set forth in Section 2.2(e), all or any portion of the
medical, clinical and other records directly or indirectly associated with
the admission, care and treatment of patients on or prior to the relevant
Closing Date on which the relevant Facility is transferred (collectively, for
all Facilities, the "PATIENT RECORDS") and all financial and other records
of, or located at, a Facility for the period ending on or prior to the
relevant Closing Date, whether or not maintained at or by a Facility (the
Patient Records and such other records for all Facilities are collectively
referred to as the "HOSPITAL RECORDS") shall be Excluded Assets.
Notwithstanding the foregoing, the parties will cooperate in providing copies
and access to such records as set forth below.

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(b) Notwithstanding that the Hospital Records are Excluded Assets,
to the extent required by applicable Law or at Seller's election, Seller may
choose not to remove the Hospital Records from a transferred Facility or
otherwise acquire possession of them after a Scheduled Closing. Unless and
until removed by Seller, the Buyer shall, in accordance with applicable Laws,
maintain the Hospital Records at the Facilities (or at such other mutually
approved locations) at Buyer's cost, and as agent of and bailee for Seller,
until the expiration of seven (7) years from the relevant Scheduled Closing
(and, if at the expiration thereof any tax or Payor audit or judicial
proceeding is in progress or the applicable statute of limitations has been
extended, for such longer period as such audit or proceeding is in progress
or such statutory period is extended) (the "DOCUMENT RETENTION PERIOD").
After a Scheduled Closing and subject to applicable Laws, Buyer shall grant
Seller full access to the Hospital Records (including any Patient Records) as
needed for any lawful purpose (including Seller's inspection and copying of
same), and Seller shall have the same rights of access to inspect and copy
(at Seller's cost) any or all of the Hospital Records that Seller had prior
to the Scheduled Closing. Buyer shall instruct the appropriate employees of
the Facilities to cooperate in providing access to such records to Seller and
its authorized representatives as contemplated herein. Access to such
records shall be, wherever reasonably possible, during normal business hours,
with reasonable prior written notice to Buyer of the time when such access
shall be needed. Seller's employees, representatives and agents shall
conduct themselves in such a manner so that Buyer's normal business
activities shall not be unduly or unnecessarily disrupted. After the
expiration of the aforementioned Document Retention Period, Buyer shall not,
without ninety-one (91) days' prior written notification to Seller, destroy
any Hospital Records in its possession. Within ninety (90) days after its
receipt of such notice of intent to destroy, Seller shall have the right, at
its own expense, to require Buyer to deliver any such records to Seller in
accordance with Seller's reasonable instructions. Buyer shall adopt a record
retention policy with respect to the Hospital Records which requires that all
Hospital Records be maintained for the Document Retention Period and
destroyed only after compliance with the notice provisions of this SUBSECTION
(b) (including the passage of time), and shall take all reasonable steps
necessary to inform its employees of such policy.

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all of the Hospital Records. In the event of Seller's removal of any
Hospital Records from a Facility, it shall, at Seller's cost and subject to
applicable Laws, provide Buyer with copies (or originals, if required by
applicable law or accreditation standards) of the following Hospital Records
if Buyer elects to retain such copies: (i) the Patient Records for patients
who are patients of the Facilities at the relevant Scheduled Closing or who
are the subject of Receivables transferred to Buyer hereunder, (ii) the
personnel records of the Hired Employees, and (iii) any records Buyer would
be required to have to comply with accreditation standards. If the Hospital
Records are removed by Seller, then it shall maintain such Hospital Records
at its expense during such period of time and at such location as is deemed
appropriate by Seller in its sole and absolute discretion. For so long as
the Hospital Records are maintained by Seller, Seller shall make Hospital
Records (other than those protected by or subject to the attorney-client
privilege) available to Buyer, subject to applicable Laws, as needed by Buyer
for any lawful purpose and if reasonably necessary to permit Buyer to operate
the Facilities or other Transferred Assets. Seller shall instruct its
appropriate employees to cooperate in providing access to such records to
Buyer and its authorized representatives as contemplated herein. Buyer's
access to such Hospital Records shall be during normal business hours, with
reasonable prior written notice to Seller of the time when such access shall
be needed. Buyer may make copies of or extracts from any such Hospital
Records to which Buyer has access hereunder at Buyer's sole cost and expense.
Notwithstanding the foregoing, Buyer's access to, or right to copies of, any
Patient Records shall be subject to any applicable Law, accreditation
standard or rule of confidentiality or privilege.

(d) After Closing, Buyer or the applicable Buyer Subsidiary shall
have the right to assign to an entity which purchases from Buyer or a Buyer
Subsidiary a Facility or substantially all the assets of a Facility, all of
the rights of Buyer under this SECTION 5.7, provided that such entity
expressly assumes all obligations of Buyer under this SECTION 5.7 with
respect to the purchased Facility.

ARTICLE 6
ADDITIONAL COVENANTS OF SELLER

Seller hereby additionally covenants, promises and agrees as follows:

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Section 6.1 CONDUCT PENDING CLOSING. Prior to consummation of the
Transactions contemplated hereby or the termination or expiration of this
Agreement pursuant to its terms, unless Buyer shall otherwise consent in
writing, which consent shall not be unreasonably withheld or delayed, and
except for actions taken pursuant to Assumed Contracts, or which arise from
or are related to the anticipated transfer of the Transferred Assets, the
conduct or resolution of the Unusual Proceedings or effectuation of ongoing
compliance programs, or as otherwise contemplated by this Agreement or
disclosed in SCHEDULE 6.1 or another Schedule to this Agreement, Seller
shall, and shall cause the Subsidiaries to:

(a) Conduct the business represented by, and otherwise deal with,
the Transferred Assets only in the usual and ordinary course, materially
consistent with practices followed prior to the execution of this Agreement;

(b) Use reasonable efforts to keep intact the Transferred Assets
and the business they represent and to preserve relationships beneficial to
such business that doctors, patients, Payors, suppliers, employees and others
have with the Facilities;

(c) Except as required by their terms, not amend, terminate, renew,
fail to renew or renegotiate any material contract, except in the ordinary
course of business and consistent with practices of the recent past, or
default (or take or omit to take any action that, with or without the giving
of notice or passage of time, would constitute a default) in any of its
obligations under any such contracts, that would be an Assumed Contract as of
the date hereof;

(d) Not (i) sell, lease, transfer or dispose of, or make any
contract for the sale, lease, transfer or disposition of, any assets or
properties which would be included in the Transferred Assets in an amount in
excess of $1,000,000 in the aggregate (other than sales in the ordinary
course of business); (ii) incur, assume, guaranty, or otherwise become liable
in respect of any indebtedness for money borrowed which would result in Buyer
assuming such liability hereunder after the Closing; (iii) purchase or make
any contract for the purchase of a material amount of assets or properties
which would be included in the Transferred Assets (other than purchases in
the ordinary course of business and other than capital expenditures within
the aggregate thresholds set forth in clause (v) below); (iv) accelerate or
delay the purchase of Inventory, or the

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payment of amounts due to or from the Subsidiaries in a manner inconsistent
with past practice; (v) make any new commitments which would require an
expenditure of more than $50,000 in the aggregate other than in the ordinary
course of business; (vi) encumber or voluntarily subject to any lien any
Transferred Asset (except for Permitted Encumbrances); or (vii) assign or
transfer accounts receivable to collection agencies in a manner inconsistent
with past practice.

(e) Maintain in force and effect the insurance policies identified
in SECTION 3.26(b).

(f) Not enter into any contract or amendment of a contract that,
had such contract or amendment been entered into prior to the date hereof,
would have been included on SCHEDULE 2.1(f), unless Buyer has failed to
disapprove of such contract or amendment in a written notice to Seller given
within two (2) business days of Seller's written notice to Buyer of such
contract or amendment accompanied by a copy thereof, PROVIDED that Buyer's
disapproval of such contract or amendment shall not be unreasonable, and
PROVIDED further that any contract entered into in violation of this SECTION
6.1(f) shall be subject to the provisions of SECTION 2.18;

(g) Not grant any general or uniform increase in the rates of pay
or benefits to Retained Employees (or a class thereof) or any increase in
salary or benefits of any chief executive or financial officer of any
Facility, except for compensation previously agreed to prior to the date
hereof; or

(h) Subject to SECTION 6.3, not take any action which would cause
any of Seller's representations and warranties set forth in ARTICLE 3 to be
false as of the relevant Scheduled Closing;

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liabilities and obligations under this CLAUSE (iii) shall be Excluded
Liabilities pursuant to SECTION 2.4(h) hereof if not approved in advance by
Buyer (which approval shall not be unreasonably withheld), or (iv) preclude
Seller from instituting or completing any program designed to promote
compliance or comply with Laws or other good business practices respecting the
Facilities.

Section 6.2 ACCESS AND INFORMATION; ENVIRONMENTAL SURVEY; REMEDIATION OR
ADJUSTMENT.

(a) Subject to the restrictions set forth in SECTION 5.6 respecting
confidentiality and provided that Buyer has complied with each and every
provision thereof, Seller shall, and shall cause the Subsidiaries to, afford
Buyer, and the counsel, accountants and other representatives of Buyer,
reasonable access, throughout the period from the date hereof to the relevant
Closing Date, to the Transferred Assets and the employees, personnel and
medical staff associated therewith and all the properties, books, contracts,
commitments, Cost Reports and records respecting the Transferred Assets
(regardless of where such information, may be located) which Seller has or to
which it has access. Such access shall be afforded to Buyer after no less
than 24 hours prior written notice, during normal business hours and only in
such manner so as not to disturb patient care or to interfere with the normal
operations of the Facilities; PROVIDED, however, that, notwithstanding the
foregoing and subject to the provisions concerning nondisclosure set forth in
SECTION 5.6, without first obtaining the written consent of Mr. Donald Thayer
which consent shall not be unreasonably withheld, neither Buyer nor its
counsel, accountants and other representatives shall tour or visit the
Facilities or contact any of the employees, personnel or medical staff
thereof; and PROVIDED further that until the first to occur of the
Termination Date or the Final Closing, under no circumstances shall Buyer
directly or indirectly solicit the employment of any employees of Seller or
its Subsidiaries, except as Hired Employees pursuant to the terms hereof or
except as may be permitted with the prior written consent of a responsible
officer of Seller. Seller's covenants under this Section are made with the
understanding that Buyer shall use all such information in compliance with
all Laws. The foregoing notwithstanding, Buyer acknowledges and agrees that
Buyer's access to the books and records of the Transferred Assets shall not
include access to, and Seller shall not have any obligation to deliver to
Buyer, any information concerning any alleged dispute or any pending
litigation, investigation or proceeding involving Seller or its Affiliates
that is protected by or subject
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to the attorney-client privilege, or the disclosure of which is restricted by an
agreement entered into in connection with such dispute, litigation,
investigation or proceeding or an order entered by any court, or (in the case of
the Unusual Proceedings) certain non-public information; moreover, Buyer shall
not have access to patient or employee records or any other records the
disclosure of which would be prohibited by any Law, accreditation standards, or
rule or agreement (express or implied) of confidentiality, except that Buyer may
be granted access to such records to the extent they are appropriately reacted
and in conformity with such reasonable procedures as may be required to conform
to any such requirements of Law, accreditation standards or rule or agreement of
confidentiality.

(b) Seller has provided (or, with respect to Facility No. 30, will
reasonably soon provide) to Buyer copies of an environmental survey conducted
with respect to each of the Facilities (the "ENVIRONMENTAL SURVEY"). The
Environmental Survey was conducted by an environmental consulting firm or firms
(the "CONSULTANT") in accordance with applicable professional standards in
effect at the time the Environmental Survey was conducted and such reasonable
procedures as were determined by Seller. In the event of a disagreement between
Buyer and Seller concerning the procedures employed by the Consultant, Buyer may
at Buyer's expense employ a separate environmental consultant to conduct such
procedures requested by Buyer (subject to Seller's prior approval of such
procedures, which shall not unreasonably be withheld), and the findings of the
Buyer's Environmental consultant shall be included as an addendum to the
Environmental Survey. The results of any such Environmental Survey shall be
delivered to and owned by Seller, and all proceedings in connection with the
Environmental Survey and the results thereof shall be subject to the
confidentiality provisions of SECTION 5.6. Buyer acknowledges and agrees that
the Environmental Survey is and shall be only an initial "Phase I" environmental
site assessment. If subsequently determined by Seller, the Consultant and the
Buyer, to be necessary or prudent to conduct sampling, laboratory analyses, or
additional investigation work at any of the Facilities, Seller shall direct the
Consultant to undertake a further "Phase II" investigation involving additional
investigation and appropriate sampling and laboratory analyses respecting such
Facilities the results of which are to be included in the Environmental Survey.
In any "Phase II" investigation, Seller shall give Buyer no less than 24 hours'
notice before the Consultant enters onto any Facility, and the "Phase II"
Environmental Survey shall be conducted so as not to interfere with the

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normal operation of the Facilities. Buyer shall be permitted to have one of its
employees or agents present during all inspections of, and sample gatherings
(including borings) from the soil or any floor tile, insulation or other
internal component of, a Facility and shall be entitled to split samples upon
Buyer's request. In the event that Buyer considers it necessary to conduct any
"Phase II" investigation work that Seller refuses to order, Buyer may at Buyer's
expense employ a separate environmental consultant to conduct such "Phase II"
investigation work at least thirty (30) days before the First Closing. Buyer
shall give Seller no less than 24 hours' notice before Buyer's environmental
consultant enters onto any Facility, and any such "Phase II" work performed by
Buyer's environmental consultant shall be conducted so as not to interfere with
the normal operations of the Facilities. Seller shall be permitted to have one
of its employees or agents present during all inspections of and sample
gatherings (including borings) from the soil or any floor tile, insulation, or
other internal component of a Facility performed by Buyer's environmental
consultant and shall be entitled to split samples upon Seller's request. Buyer
shall be liable for any repairs or other costs required to correct damage to the
Facilities resulting from such "Phase II" investigation. The findings of any
Phase II investigation prepared by Buyer's environmental consultant shall be
included as an addendum to the Environmental Survey. Notwithstanding the
foregoing, Seller may elect not to permit Buyer to conduct a "Phase II"
investigation through its own environmental consultant, in which case Buyer can
exclude the affected Facility, and the Transferred Assets and Assumed
Liabilities respecting such Facility from the Transactions, in which case the
parties shall negotiate in good faith an equitable adjustment to the Purchase
Price, or if they cannot agree upon the same, such adjustment shall be
determined in accordance with SECTION 2.14.

(c) With respect to any matters disclosed by such Environmental
Survey or listed on SCHEDULE 3.16 that would constitute a breach of Seller's
warranties in SECTION 3.16 but for the qualifications to such warranties based
on Seller's knowledge or disclosures in the Environmental Survey or on such
SCHEDULE 3.16, Seller will at its election, either (i) clean up or otherwise
remediate such matters in a reasonable manner prior to the Closing Date related
to such Facility, at its expense; or (ii) agree in writing prior to the Closing
Date to reimburse Buyer for the costs specified in such written agreement of
such reasonable clean-up or remediation incurred by Buyer after the Closing Date
related to such Facility, and to promptly reimburse Buyer after Buyer incurs
such

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expenses subsequent to the Closing Date related to such Facility; or (iii) elect
to exclude the affected Facility, and Transferred Assets and Assumed Liabilities
respecting such Facility, from the Transactions, in which case the parties shall
negotiate in good faith an equitable adjustment to the Purchase Price, or if
they cannot agree upon the same, such adjustment shall be determined in
accordance with SECTION 2.14; PROVIDED, however, that in no case will Seller be
required to remove or otherwise remediate (or bear the costs of same) any
Hazardous Materials used as construction materials in structures or improvements
constituting the Facilities, or in equipment contained therein, unless the
current condition of such Hazardous Materials has resulted in either: (i)
noncompliance with any Environmental Law or License issued pursuant to an
Environmental Law; or (ii) an unreasonable hazard to human health, human safety
or the environment.

Section 6.3 UPDATING. Seller shall notify Buyer of any changes or
additions to any of Seller's Schedules to this Agreement with respect to a
particular Facility or the Transferred Assets or Assumed Liabilities related
thereto by the delivery of updates thereof, if any, as of a reasonably current
date prior to the relevant Scheduled Closing not later than three (3) business
days prior to the Scheduled Closing with respect to such Subject Transferred
Assets, PROVIDED, however, that the Financial Schedule shall not be updated to
cover any period or periods subsequent to the respective dates thereof. No such
updates made pursuant to this Section shall be deemed to cure any breach of any
representation or warranty made in this Agreement, unless Buyer specifically
agrees thereto in writing, nor shall any such notification be considered to
constitute or give rise to a waiver by Buyer of any condition set forth in this
Agreement.

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inquiry, proposal or offer received by Seller concerning the sale of or similar
transactions involving the Transferred Assets or the stock of the Subsidiaries.
Subject to the foregoing, in the exercise of its aforementioned fiduciary duties
to shareholders, Seller may terminate this Agreement on written notice to Buyer,
which termination shall have the effect set forth in SECTION 10.2, PROVIDED that
upon consummation prior to the first anniversary of this Agreement of any
transaction or transactions with one or more third parties covering
substantially all of the Transferred Assets, Seller shall be obligated to pay
Buyer the sum of Fifteen Million Dollars ($15,000,000), and PROVIDED further
that the payment of such sum shall be deemed to constitute liquidated damages in
lieu of any and all other liability of Seller and the Subsidiaries to Buyer and
the Buyer Subsidiaries in connection with or related to or arising from this
Agreement or the transactions contemplated hereby, or in connection with or
related to or arising from the termination thereof.

Section 6.5 NAME CHANGES. To the extent that the corporate names of any
of the Subsidiaries incorporate or are substantially similar to the Transferred
Business Names, Seller agrees to cause the Subsidiaries promptly after the
relevant Scheduled Closing to take all action necessary to change such names so
as not to incorporate or be substantially similar to the Transferred Business
Names.

Section 6.6 FILING OF COST REPORTS. Seller shall cause to be prepared
and timely filed all Cost Reports and all other filings which are required to be
filed with Medicare and any other cost-based Payors with respect to the
operations of the Facilities for any and all periods ending on or prior to a
relevant Closing Date. Seller and the Subsidiaries shall retain all rights to
any amounts receivable from Medicare or other Payors with respect to such
reports or filings or with respect to such periods and, as between Buyer, on the
one hand, and Seller and Subsidiaries, on the other, shall remain obligated for
all amounts due Medicare or such other Payors with respect to such reports or
filings or with respect to such periods, and the parties hereby acknowledge and
agree that Buyer is not being assigned or otherwise receiving and is not hereby
assuming any of the same. Seller's rights shall include, without limitation,
the right to dispute or to appeal any determinations relating to such reports.

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Affiliates for a fee to be agreed upon. If Buyer wishes to enter into such an
agreement with Seller, it shall notify Seller no later than five (5) days prior
to such Scheduled Closing, and at the Scheduled Closing the parties shall
execute a Purchasing Contract substantially in the form of EXHIBIT D hereto.
SCHEDULE 6.7 lists all of the national purchasing contracts of Seller and its
Affiliates in effect as of the date hereof which do not preclude participation
by persons which are not Affiliates of Seller.

Section 6.8 COVENANT NOT TO COMPETE.

(a) COVENANT. Subject to the further provisions of this SECTION 6.8,
during the "Covenant Period" (as defined in SECTION 6.8(d)), none of the
Subsidiaries, Seller or any other subsidiaries of Seller in which Seller owns a
majority of the voting interests (collectively, "COVERED PARTIES") shall,
directly or indirectly (whether through a majority-owned subsidiary or
otherwise), in any Specified Capacity (as defined in this SECTION 6.8), engage
in the business of delivering mental health or alcohol or substance abuse
services through the operation of a hospital or otherwise, including without
limitation through the delivery of inpatient, partial hospitalization,
residential or outpatient services (as limited by the provisions of SECTION
6.8(b), a "COMPETING BUSINESS"). For purposes hereof, the term "SPECIFIED
CAPACITY" shall mean, subject to SECTION 6.8(b), each of the following
capacities:

(i) As an operator, manager or sole owner of the Competing
Business, whether directly or indirectly;

(ii) As a constituent partner, joint venturer or equity
shareholder of an entity engaged in the Competing Business if the voting
equity interest held is greater than 10% of all voting equity interests in
such entity;

(iii) As a lender of money to, or a guarantor of indebtedness
for money borrowed by, any other entity engaged in a Competing Business in
a principal amount in excess of $1,000,000, except for (A) loans or
guarantees made in the ordinary course of business and not as an investment
in such entity; (B) loans or guarantees made or entered into in connection
with the sale of a Competing Business by a Covered Party; or (C) loans
represented by publicly traded instruments.

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(b) EXCEPTIONS. The provisions of this SECTION 6.8 shall not apply
to and shall not prohibit the following:

(i) PSYCHIATRIC FACILITIES AND CONTRACTS NOT ACQUIRED BY BUYER.
The conduct of a Competing Business from any facility (including
renovations and expansions thereof) at which a Covered Party, in any
Specified Capacity, primarily engages in a Competing Business as of the
Final Closing, or pursuant to any contract (including modifications,
extensions and renewals thereof) under which a Covered Party, in any
Specified Capacity, engages in a Competing Business as of the Final
Closing, if (A) such facility, contract or Specified Capacity is NOT
acquired or assumed by Buyer or a Buyer Subsidiary pursuant to this
Agreement, or (B) such facility, contract or Specified Capacity is, after
the Final Closing, reacquired by a Covered Party from Buyer or a Buyer
Subsidiary pursuant to this Agreement;

(ii) FACILITIES OUTSIDE GEOGRAPHIC AREA. The conduct of a
Competing Business from any location that is not within twenty-five (25)
miles of a Facility (not including satellite locations) that (A) was
acquired by Buyer or a Buyer Subsidiary pursuant to this Agreement, and (B)
at the time in question, is still owned, operated or managed by Buyer or by
a person or entity which, directly or indirectly, controls, is controlled
by or is under common control with Buyer (Facilities meeting the
requirements of both clauses (A) and (B) being herein referred to as
"COVERED FACILITIES");

(iii) ACUTE HOSPITALS. The conduct of a Competing Business from
or through any hospital, commonly referred to as an acute care hospital,
that is licensed to provide general medical and surgical services,
including related facilities that operate on the same campus as, or under
the auspices of, such acute care hospital (such hospitals and related
facilities being herein referred to as "ACUTE HOSPITALS"), including the
provision of management services to an Acute Hospital, PROVIDED THAT the
conduct of any Competing Business from or through a Specified Acute
Hospital or an Acquired Acute Hospital (as each such term is defined in
SECTION 6.8(c)) shall be subject to the further provisions of SECTION
6.8(c);

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(iv) DIVESTITURE OF ACQUIRED PSYCHIATRIC FACILITIES. Other
than an Acquired Acute Hospital, the conduct of a Competing Business in a
Specified Capacity first acquired by any Covered Party after the date
hereof as part of the acquisition of interests in healthcare assets other
than the Competing Business, PROVIDED THAT no Covered Party engages in such
Competing Business after the expiration of twelve (12) months from such
acquisition and no such Competing Business is expanded during such twelve
(12) month period, except for expansions for which regulatory approval
exists, or for which capital expenditures have been undertaken or are in
process, or which are required by existing contracts (together, "PERMITTED
EXPANSIONS"); or

(v) ACQUIRING ENTITIES. The conduct of a Competing Business
for, on behalf of, or by (A) any entity that is not a Covered Party that
acquires majority ownership or substantially all the assets of a Covered
Party after the date hereof, (B) any entity that is not a Covered Party
that acquires a Competing Business from a Covered Party after the date
hereof, (C) any surviving entity (other than a Covered Party) of a
consolidation, merger, reorganization or spinoff (each, a "REORGANIZATION")
involving a Covered Party as a result of which shareholders directly or
indirectly owning a majority of such Covered Party immediately before such
Reorganization do not own a majority of such surviving entity immediately
after such Reorganization, or (D) any majority-owned subsidiary of any such
acquiring or surviving entity that is not a Covered Party.

(c) ACUTE HOSPITAL AFFILIATIONS. With respect to an Acute Hospital
listed on SCHEDULE 6.8(c) (a "SPECIFIED ACUTE HOSPITAL"), and except as set for
the below, the exception provided by SECTION 6.8(b)(iii) above shall apply but
only to the extent such Specified Acute Hospital conducts a Competing Business
(including Permitted Expansions, the "EXEMPTED COMPETING BUSINESS") on the
Scheduled Closing Date with respect to the Facility shown on SCHEDULE 6.8(c) as
the Specified Acute Hospital's "Affiliation Facility." On and after such
Scheduled Closing Date, a Specified Acute Hospital shall not expand its services
or its Competing Business beyond the Exempted Competing Business except in
accordance with, and subject to, CLAUSES (i) through (iii) below. With respect
to any Acute Hospital acquired by a Covered Party after the date of this
Agreement and which is within twenty (20) miles of a Covered Facility (an
"ACQUIRED ACUTE HOSPITAL"), the exception provided by SECTION

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6.8(b)(iii) shall apply but only to the extent of such Acquired Acute Hospital's
Exempted Competing Business on the date the acquisition of such Acquired Acute
Hospital is consummated (the "ACQUISITION DATE"). On and after such Acquisition
Date, an Acquired Acute Hospital shall not expand its services or its Competing
Business beyond the Exempted Competing Business except in accordance with, and
subject to, CLAUSES (i) through (iii) below.

(i) Seller or its relevant Affiliate must first provide Buyer
notice that it proposes to expand its services or Competing Business beyond
the Exempted Competing Business, and shall briefly describe the nature and
scope of the expanded Competing Business in which it proposes to engage.
Within thirty (30) days following its receipt of such notice, Buyer shall
cause (A) the Affiliation Facility with respect to a Specified Acute
Hospital (as noted in SCHEDULE 6.8(c)) to offer the Specified Acute
Hospital the opportunity to enter into an affiliation agreement with its
Affiliation Facility, or (B) the closest Covered Facility with respect
to an Acquired Acute Hospital to offer the Acquired Acute Hospital
the oportunity to enter into an affiliation agreement. All
affiliation agreements must be on customary industry terms, pursuant to
which the relevant Covered Facility will agree to provide all services
comprising the expanded Competing Business to Payors and patients of, and
to subscribers or other participants in services or programs provided by,
the Acute Hospital at the Covered Facility's usual and customary prices,
terms and conditions which the parties shall negotiate expeditiously and in
good faith. The term of the affiliation agreement shall be for the
Covenant Period for such Specified or Acquired Acute Hospital and shall
give the Specified Acute Hospital or Acquired Acute Hospital, as the case
may be, the right to extend the agreement for two successive one-year
periods.

(ii) The Covered Facility must have the capacity to provide the
desired services in a quantity and manner comparable to the quantity and
manner in which such services are proposed to be provided by the Specified
or Acquired Acute Hospital.

(iii) The entry into such affiliation agreement by the Specified
Acute Hospital or Acquired Acute Hospital, and the performance thereof by
the Specified Acute Hospital or Acquired Acute Hospital (including, without
limitation, the failure to provide

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such Competing Business by the Specified Acute Hospital or Acquired Acute
Hospital) will not violate or conflict with, or cause a default under, the
terms of any License, accreditation standard or Payor contract to which the
Specified Acute Hospital or Acquired Acute Hospital is then subject.

If the terms and conditions set forth in CLAUSE (i) through (iii) (other than
the first sentence of CLAUSE (i)) are not met as to the expanded Competing
Business of a Specified or Acquired Acute Hospital, the exception provided by
SECTION 6.8(b)(iii) above shall apply to such expanded Competing Business of
such Specified or Acquired Acute Hospital.

(d) COVENANT PERIOD. The term of the covenant (the "COVENANT
PERIOD") set forth in SECTION 6.8(a) shall expire on the third anniversary of
the Final Closing, except (i) as to a Specified Acute Hospital, the covenant
shall expire on the earlier of the third anniversary of the Final Closing or the
date on which such Specified Acute Hospital's Affiliation Facility is no longer
a Covered Facility, and (ii) as to an Acquired Acute Hospital, the covenant
shall expire on the earlier of the third anniversary of the Final Closing or the
second anniversary of the Acquisition Date for such Acquired Acute Hospital.

(e) SEVERABILITY. To the extent that this covenant or any provision
of this SECTION 6.8 shall be deemed illegal or unenforceable by a court or other
tribunal of competent jurisdiction with respect to (i) any geographic area, (ii)
any part of the time period covered by this covenant, (iii) any activity or
Specified Capacity covered by this covenant, or (iv) any other aspect of this
covenant, such determination shall not affect this covenant with respect to any
other geographic area, time period, activity or other aspect covered by this
covenant.

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in equity, Buyer and Buyer Subsidiaries shall be entitled to the remedy of a
temporary restraining order, preliminary injunction or such other form of
injunctive or equitable relief as may be issued by any court of competent
jurisdiction to restrain or enjoin a Covered Party from breaching this covenant
or any provision of this SECTION 6.8 or otherwise to specifically enforce the
provisions of this covenant.

(g) VALUE. The parties agree that the value of the covenant
contained in this SECTION 6.8 is the value assigned to it in SECTION 2.5 and
that each will account for and report the value of such covenant in accordance
with such valuation and all of the terms and provisions of SECTION 2.7.

Section 6.9 AUDITED STATEMENTS. Prior to and after any relevant
Scheduled Closing, Seller shall make the books and records (other than those
protected by or subject to the attorney-client privilege) and unaudited
financial statements of the Subsidiaries which are related to the Facilities and
are for periods prior to such Scheduled Closing available to Buyer and Buyer's
and Seller's independent accountants at reasonable times and in a manner so as
to not unduly interfere with Seller's operations, and otherwise cooperate with
Buyer in order to permit an audit of the Subsidiaries' financial statements for
periods prior to such Scheduled Closing. Seller shall reasonably cooperate in
assisting Buyer in obtaining and preparing all necessary information for the
timely filing of any documents required to be filed by Buyer under the
Securities Exchange Act of 1934 related to the transactions contemplated hereby.
Without limiting the effect of SECTION 5.5 of this Agreement, the audit and the
out-of-pocket costs of Seller's cooperation in obtaining and preparing any
information (including, without limitation, all services of Seller's independent
accountants rendered in connection therewith) will be paid for by Buyer.

Section 6.10 POST-CLOSING INSURANCE. Seller for five years after the
Final Closing, shall maintain its existing comprehensive general liability and
hospital professional liability insurance coverages with respect to the
Facilities for all periods prior to the Closing in substantially their present
form as described on SCHEDULE 3.26(b) (the "INSURANCE PROGRAM"), provided that
(a) Seller shall have the right to reduce (but not increase beyond $2,000,000
per occurrence) the existing deductible under the Insurance Program and (b)
shall have the right to cancel or terminate, or have cancelled or terminated,
the coverages under the Insurance Program

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so long as Seller acquires (from (i) its present insurance company or (ii)
another reasonably acceptable insurance company under a reasonably acceptable
policy) an extended discovery period of not less than five years after any such
cancellation or termination for periods prior to the Final Closing. Such
Insurance Program, if maintained, shall be maintained at Seller's expense, and
if such Insurance Program is maintained Seller shall cause Buyer and each Buyer
Subsidiary to be named as an additional insured with respect to the applicable
Facility and Seller shall provide Buyer with copies thereof and copies of
renewals prior to the expiration of the prior policy or policies. Seller shall
use commercially reasonable efforts to avoid invalidating the insurance policies
referred to in this SECTION 6.10.

Section 6.11 USE OF CONTROLLED SUBSTANCE LICENSES. To the extent
permitted by Law, Buyer shall have the right, for a period not to exceed sixty
(60) days following a relevant Scheduled Closing, to operate under the Licenses
of the Subsidiaries relating to controlled substances and the operation of
pharmacies, until Buyer is able to obtain such Licenses for itself. Seller
shall cause the pertinent Subsidiaries to execute and deliver to Buyer any
powers of attorney and other instruments which Buyer or the appropriate
governmental agency may reasonably require in connection with Buyer's use of
such Licenses. Buyer acknowledges that it shall apply for all such Licenses as
soon as reasonably possible before or after the relevant Scheduled Closing and
diligently pursue such applications in accordance with SECTION 5.1.

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Real Property Lease to the interest of such mortgagee, under such circumstances.
In the event that Seller shall be unable to obtain any such non-disturbance
agreement and the lessor's or sublessor's default under indebtedness existing at
the relevant Scheduled Closing results in the termination of any such Real
Property Lease prior to the expiration of the current term and any renewal terms
available in the Real Property Lease as of the relevant Scheduled Closing, then
Seller shall indemnify Buyer, in accordance with the provisions of SECTION
11.3(a)(ii), for Losses arising therefrom but not in excess of the portion of
the Purchase Price allocated to such Facility in the Allocation Schedule,
PROVIDED THAT Buyer shall provide Seller with notice of any such default or
claimed default by the lessor or sublessor reasonably promptly following Buyer's
receipt of any notice or knowledge respecting same. The Facilities and Real
Property Leases to which this Section shall apply are the Real Property Leases
respecting the hospitals numbered as Facility Nos. 40, 44, 46, and 49.

ARTICLE 7
ADDITIONAL COVENANTS OF BUYER

Section 7.1 WAIVER OF BULK SALES LAW COMPLIANCE. Subject to the
indemnification provisions of SECTION 11.3(a)(iii) hereof, Buyer hereby waives
compliance by Seller and the Subsidiaries with the requirements, if any, of
Article 6 of the Uniform Commercial Code as in force in any state in which
Transferred Assets are located and all other similar laws applicable to bulk
sales and transfers.

Section 7.2 RESALE CERTIFICATE. Buyer agrees to furnish to Seller and
the Subsidiaries any resale certificate or certificates or other similar
documents reasonably requested by Seller to comply with pertinent sales and use
tax laws.

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(b) within five (5) days of Buyer's receipt of the same, forward to Seller all
information received from Payors relating to periods prior to and as of the
relevant Closing Date including, without limitation, Cost Report Settlements,
notices of program reimbursements, demand letters for payment and proposed audit
adjustments. Upon reasonable written notice by Seller, Seller (or its agents)
shall be entitled, at Seller's expense, during regular business hours, to have
access to, inspect and make copies of all such books and records. Upon the
reasonable request of Seller, Buyer shall assist Seller and the Subsidiaries in
obtaining information deemed by Seller to be necessary or desirable in
connection with any audit or contest of such reports. To the extent required to
meet its obligations under this Section, Buyer shall provide the reasonable
support of its employees at no cost to Seller.

Section 7.4 TAX MATTERS. After each Scheduled Closing, Buyer shall be
responsible for causing its employees, at no cost to Seller ,to assist Seller
and the Subsidiaries, in the same manner and to the extent that personnel of the
Facilities currently provide such assistance, in the preparation and filing of
all returns relating to taxes imposed upon the businesses operated through the
Transferred Assets that relate to periods ending on or prior to the relevant
Scheduled Closing but are due after the relevant Closing Date and that are not
related to Taxes included in the Assumed Liabilities, including without
limitation, income tax and information returns. It is further acknowledged by
Buyer that Taxes (including, without limitation, the Florida indigent care tax)
imposed upon the right or privilege to do business from the Facilities after the
Closing shall be Buyer's responsibility even if measured by gross receipts, net
operating revenues or patient days for a period ending on, before or including a
Closing Date and that Taxes included in Accrued Operating Expense shall be only
those properly accruable, in accordance with generally accepted accounting
principles, for the right or privilege of doing business through the relevant
Closing Date. Buyer further agrees to exercise its reasonable commercial
efforts to have the income tax year of any venture or partnership referred to in
SECTION 2.1(c) terminated as of the relevant Scheduled Closing with respect to
the pertinent Subsidiary or Subsidiaries transferring its interests therein.

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of such Scheduled Closing Seller and its Affiliates shall have no further
obligation to provide such designated letters of credit or bonds.

Section 7.6 CONDUCT PENDING CLOSING. Prior to consummation of the
Transactions contemplated hereby or the termination or expiration of this
Agreement pursuant to its terms, unless Seller shall otherwise consent in
writing, Buyer shall not, and shall not permit any Buyer Subsidiary to, take any
action which would cause any of Buyer's representations and warranties set forth
in ARTICLE 4 to be false as of the relevant Scheduled Closing.

Section 7.7 SECURITIES OFFERINGS. Buyer hereby agrees to indemnify and
hold harmless Seller and each of its Affiliates, in accordance with the
provisions of SECTION 11.4(a)(ii), against any and all Losses, as incurred,
arising out of the offer or sale by Buyer of securities, except to the extent
that such Loss arises from any untrue statement or alleged untrue statement of a
material fact contained in any such securities offering materials or prospectus
used by Buyer or its representatives, or from the omission or alleged omission
therefrom of a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, which untrue or
alleged untrue statement or omission or alleged omission is made in reliance
upon and in conformity with written information furnished to Buyer by Seller
under a cover letter from Seller's counsel stating that such information is
expressly for use in such offering materials or prospectus.

ARTICLE 8
BUYER'S CONDITIONS TO CLOSING

The obligations of Buyer to consummate the Transactions with respect to a
Facility and the Transferred Assets and Assumed Liabilities related thereto
shall be subject to the requirements of SECTION 2.13 and to the fulfillment at
or prior to the relevant Scheduled Closing of the following conditions, unless
Buyer waives in writing such fulfillment:

Section 8.1 PERFORMANCE OF AGREEMENT. Seller shall have performed in
all material respects its agreements and obligations contained in this Agreement
required to be performed on or prior to the Scheduled Closing.

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Section 8.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Seller set forth in ARTICLE 3 of this
Agreement shall be true in all respects as of the date of this Agreement (unless
the inaccuracy or inaccuracies which would otherwise result in a failure of this
condition have been cured by the Scheduled Closing) and as of the Scheduled
Closing (as updated by the revising of Schedules contemplated by SECTION 6.3) as
if made as of such time, except where such inaccuracy or inaccuracies would not
individually or in the aggregate result in a Material Adverse Effect on the
Facility in question.

Section 8.3 OFFICERS' CERTIFICATE. Buyer shall have received from
Seller an officers' certificate, executed on Seller's behalf by its chief
executive officer, president, chief financial officer or treasurer (in his or
her capacity as such) dated the Closing Date and stating that to the knowledge
of such individual, the conditions in SECTIONS 8.1 and 8.2 above have been met.

Section 8.4 CONSENTS. The waiting period under the HSR Act shall have
expired or been terminated, and, subject to the provisions of SECTION 2.12, all
approvals, consents, authorizations and waivers from governmental and
accreditation agencies the absence of which would render Buyer unable to operate
the facility in the manner operated prior to such Scheduled Closing, and all
approvals, consents, authorizations and waivers from other third parties to the
extent shown on the Schedule of Required Consents (collectively "CONSENTS")
required for Buyer to consummate the Transactions with respect to such Facility,
shall have been obtained, except that a Consent from a third party to the sale
and assignment of a Transferred Asset, such as a Medicare or Medicaid provider
agreement, or the assumption of an Assumed Liability with respect thereto, shall
not constitute a condition to Buyer's consummation of the Transactions with
respect to a Facility if such sale, assignment or assumption may lawfully be
made subject to a customary condition subsequent that the Consent be obtained
from the third party based upon determinations of such third party, including
without limitation needs surveys or evaluations of Buyer, to be completed after
the Scheduled Closing. As to each of the Real Property Leases listed on the
Schedule of Required Consents, Buyer shall have received an estoppel
certificate, identifying the lease and stating that such lease is in full force
and effect, that the lessee under such lease is current in all of its
obligations under such lease and that the lessor is not aware of any default by
lessee under such lease.

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Section 8.5 ABSENCE OF INJUNCTIONS. There shall be no:

(a) Injunction, restraining order or order of any nature issued by
any court of competent jurisdiction or governmental agency which directs that
the Transactions related to such Facility contemplated hereby shall not be
consummated as herein provided or compels or would compel Buyer to dispose of or
discontinue, or materially restrict the operations of, such Facility or any
significant portion of the Transferred Assets with respect thereto as a result
of the consummation of the Transactions contemplated hereby;

(b) Suit, action or other proceeding by any governmental agency
pending before any court, governmental agency or non-governmental, self-
regulatory organization, or threatened (pursuant to a written notification),
wherein such complainant seeks the restraint or prohibition of the consummation
of the Transactions related to such Facility or asserts the illegality of the
Transactions related to such Facility; or

(c) Action taken or law enacted, promulgated or deemed applicable to
the Transactions related to such Facility, by any governmental agency which
would render consummation of such Transactions illegal or which would threaten
the imposition of any penalty or material economic detriment upon Buyer if such
Transactions were consummated;

PROVIDED THAT:

(i) The parties will use their reasonable efforts to litigate
against, or to obtain the lifting of, any such injunction, restraining or
other order, restraint, prohibition, action, suit, law or penalty;

(ii) In the event that (A) the First Closing has occurred, (B)
there is such a pending or threatened suit, action, proceeding, injunction,
restraining order or other order, made, sought, issued, initiated or
obtained by a governmental agency in respect of Transactions contemplated
to occur at the Final Closing, and (C) on or prior to the original
Termination Date for the Final Closing, the parties and such agency have
entered into a written agreement which would resolve such controversy but
such agreement is subject to final agency approval that has not been
obtained on or prior to the fifth business day before the original
Termination Date for the Final Closing, then and in such events the
original Termination Date for the Final Closing shall be extended to the
fifth business day

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following such final agency approval if the date of such approval is within
five (5) business days of the end of a month or the original Termination
Date for the Final Closing shall be extended to the end of the month in
which such approval is obtained if the date of such approval is not within
five (5) business days of the end of the month, but in no event shall the
original Termination Date for the Final Closing be extended for more than
three (3) calendar months from the original Termination Date; and

(iii) Clauses (a) through (c) above notwithstanding, the effect
of any such event, action or suit shall be to exclude the affected Facility
from the Scheduled Closing and, if such Facility is not transferred in a
subsequent Closing, to adjust the Purchase Price pursuant to the Allocation
Schedule.

Section 8.6 OPINION OF COUNSEL. Buyer shall have received, on and as of
the Closing Date, an opinion of Mr. Scott Brown, general counsel to Seller,
substantially as to the matters set forth in SECTIONS 3.1, 3.2, 3.3, 3.4, 3.5,
3.6 and 3.14, subject to customary conditions and limitations.

Section 8.7 TITLE TO REAL PROPERTY. Title to Transferred Assets related
to the Facility comprised of interests in real property shall have been
evidenced by the willingness of Chicago Title Insurance Company (or an Affiliate
thereof) (the "TITLE INSURER") to issue at regular rates ALTA (or the local
equivalents thereof) owner's, or lessee's, as the case may be, extended coverage
policies of title insurance (1990 Form B) (the "TITLE POLICIES"), with the
survey exception removed, in amounts equal to the respective portions of the
Purchase Price allocated to such interests, showing title to such interests in
such real property vested in Buyer subject to transfer of such interest to
Buyer. Each such Title Policy shall be free of exceptions relating to (i),
except for Title Policies respecting Facilities located in Texas, any claim
which arises out of the transaction vesting in Buyer the estate or interest
insured by the Title Policy, by reason of the operation of federal bankruptcy,
state insolvency or similar creditors' rights laws, and (ii) rights of the
United States of America, and the state in which the real property covered by
the Title Policy is located, or either or them, to recover any federal funds
advanced as provided in the Hill-Burton Act, 42 U.S.C. Sections 291 et. seq.
Such Title Policies shall additionally be free of all other exceptions,
including other standard exceptions, other than the following:

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(a) A lien or liens to secure payment of real estate taxes, not
delinquent;

(b) Exceptions, other than those listed on SECTION 8.7(b), disclosed
by current standard ALTA Preliminary Title Reports, delivered to and approved
(except as shown on SECTION 8.7(b)) by Buyer prior to the date hereof (as
indicated by Buyer's signature of approval appended thereto) together with
copies of all documents underlying the exceptions contained therein; and

(c) Other possible minor matters that in the aggregate are not
substantial in amount and do not materially detract from or interfere with the
present or intended use of such real property, including such minor matters as
may be disclosed by surveys taken after the date hereof.

The willingness of the Title Insurer to issue the Title Policies shall be
evidenced either by the issuance thereof at the relevant Scheduled Closing or
the written commitments or binders, dated as of the relevant Scheduled Closing,
of the Title Insurer to issue such Title Policies within a reasonable time after
the relevant Closing Date, subject to actual transfer of the real property in
question. If the Title Insurer is unwilling to issue any such Title Policy, it
shall be required to provide Buyer and Seller, in writing, notice setting forth
the reason(s) for such unwillingness on or before the relevant Closing Date.
Seller shall have the right to seek to cure any defect which is the reason for
such unwillingness, and, if such notice to the Title Insurer is given less than
ten (10) business days prior to the then Scheduled Closing, then the relevant
Closing Date (and, to the extent necessary, the Termination Date) shall be
extended for a period of up to ten (10) business days to provide to Seller such
opportunity to cure. In the event that, despite Seller's efforts to cure, the
Title Insurer remains unwilling to issue any such Title Policy on the Final
Closing Date (as may be extended as provided herein), then, at the election of
Buyer, and without affecting the other conditions of the parties to consummation
of the Transactions, such real property interests not covered by such a Title
Policy shall be deemed to be Excluded Assets, and liabilities associated
therewith that would otherwise be Assumed Liabilities shall be deemed to be
Excluded Liabilities; and Buyer and Seller shall negotiate in good faith prior
to the Final Closing Date an adjustment in the Purchase Price based on the
Allocation Schedule. If the parties cannot agree upon such adjustment, then the
disagreement shall be resolved in accordance with SECTION 2.14.

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Notwithstanding the foregoing, Buyer may accept such title to any such interests
as the pertinent Subsidiary may be able to convey, and such title insurance with
respect to the same as the Title Insurer is willing to issue, in which case such
interests shall be conveyed as part of the Transferred Assets without reduction
of the Purchase Price or any credit or allowance against the same and without
any other liability on the part of Seller or the Subsidiaries.

Section 8.8 RECEIPT OF OTHER DOCUMENTS. Buyer shall have received the
following:

(a) Certified copies of the resolutions of Seller's and each relevant
Subsidiary's board of directors respecting this Agreement, the Related
Agreements and the Transactions, together with certified copies of any
shareholder resolutions which are necessary to approve the execution and
delivery of this Agreement and any Agreements and/or the performance of the
obligations of Seller and the Subsidiaries hereunder and thereunder;

(b) Certified copies of Seller's and each relevant Subsidiary's
Charter Documents, together with a certificate of the corporate secretary of
each that none of such documents have been amended;

(c) One or more certificates as to the incumbency of each officer of
Seller or of any Subsidiary who has signed the Agreement, any Related Agreement
or any certificate, document or instrument delivered pursuant to the Agreement
or any Related Agreement;

(d) Good standing certificates for Seller and each of the relevant
Subsidiaries from the Secretaries of State of their respective states of
incorporation, dated as of a date not earlier than fifteen (15) business days
prior to the relevant Closing Date;

(e) Copies of all third party and governmental consents, permits and
authorizations that Seller or any Subsidiary has received in connection with the
Agreement, the Related Agreements and the Transactions to occur at the relevant
Scheduled Closing; and

(f) Certificates of non-foreign status in the form required by
Section 1445 of the Code duly executed by Seller and the relevant Subsidiaries.

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Section 8.9 LICENSES AND PERMITS. The Buyer shall have obtained any and
all authorizations, approvals and consents in connection with acquiring Licenses
that will permit it to operate the Facility after the relevant Scheduled Closing
substantially as operated by the relevant Subsidiary immediately prior to the
relevant Scheduled Closing.

Section 8.10 CASUALTY; CONDEMNATION.

(a) CASUALTY. If any part of the Transferred Assets related to the
Facility are damaged, lost or destroyed (whether by fire, theft, vandalism or
other casualty) in whole or in part prior to the relevant Scheduled Closing, and
the fair market value of such damage or destruction is less than thirty percent
(30%) of the allocated portion of the Purchase Price for such Facility set forth
in the Allocation Schedule, Seller shall, at its option, either (i) reduce the
Purchase Price by the fair market value of the assets destroyed, such value to
be determined as of the date immediately prior to such destruction or, as the
case may be, by the estimated cost to restore damaged assets, (ii) provided that
the proceeds are obtainable without delay and are sufficient to fully restore
the damaged assets, upon the relevant Scheduled Closing transfer the proceeds or
the rights to the proceeds of applicable insurance to Buyer, and Buyer may
restore the improvements, or (iii) repair or restore such damages or destroyed
improvements. If any part of the Transferred Assets related to the Facility are
damaged, lost or destroyed (whether by fire, theft, vandalism or other cause or
casualty) in whole or in part prior to the relevant Scheduled Closing and the
fair market value of such damages is greater than thirty percent (30%) of such
allocated portion of the Purchase Price, Buyer may elect either to (i) require
Seller upon the relevant Scheduled Closing to transfer the proceeds (or the
right to the proceeds) of applicable insurance to Buyer and Buyer may restore
the improvements, or (ii) terminate this Agreement with respect to the damaged
assets or Facility only, with a reduction in the Purchase Price determined as
follows. The reduction in Purchase Price shall be mutually determined by Buyer
and Seller on the basis of the Allocation Schedule, or if the Buyer and Seller
fail to agree, then such reduction shall be determined in accordance with
SECTION 2.14.

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portion), then Buyer, at its sole option, may elect to terminate this Agreement
with respect only to that part which is condemned or threatened to be condemned
with a reduction in the Purchase Price determined as provided in
SECTION 8.10(a).

Section 8.11 REASONABLE ASSURANCES. There shall not have been any
actions taken by the United States government to indicate that it is reasonably
likely that either the Unusual Proceedings or any proceeding, investigation,
claim or lawsuit relating thereto, in each case relating to periods prior to the
relevant Scheduled Closing, (a) shall be applied to or be expanded to include an
assertion against Buyer or the applicable Buyer Subsidiaries with respect to
their operation of the Facility after the relevant Scheduled Closing, or (b)
would be the basis of any investigation or proceeding to exclude Buyer or the
applicable Buyer Subsidiaries from participation in any government healthcare
program with respect to the operations of the Facility after the relevant
Scheduled Closing, or (c) would result in the Transferred Assets being subjected
to forfeiture under 18 U.S.C. Section 1961-1966 or otherwise.

Section 8.12 CERTAIN EVENTS. During the thirty (30) days preceding the
date of the relevant Scheduled Closing, there shall not have occurred or be
continuing (a) any suspension of trading on the New York Stock Exchange or
material governmental restrictions (not in force on the date hereof) on trading
in securities generally, or (b) any banking moratorium declared by Federal,
California or New York authorities, or (c) any material disruption of or any
material adverse change in the financial, banking or capital markets, or (d) any
outbreak or material escalation of hostilities affecting the United States of
America or other calamity, panic or crisis, the effect of which on the financial
markets of the United States in each case described in clauses (a), (b), (c) or
(d) above, is that lending institutions have generally ceased providing funding
for transactions of the size contemplated hereby, PROVIDED that the occurrence
of such event shall operate only to delay the Scheduled Closing (and extend the
Termination Date, if necessary) until the tenth day following the date upon
which lending institutions generally have resumed providing funding for
transactions of the size contemplated hereby and that such delay may not extend
the original Termination Date for more than sixty (60) days, after which time
there shall be deemed to be a failure of this condition.

ARTICLE 9
SELLER'S CONDITIONS TO CLOSING

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The obligations of Seller to consummate the Transactions with respect to a
Facility and the Transferred Assets and Assumed Liabilities related thereto
shall be subject to the fulfillment at or prior to the relevant Scheduled
Closing of the following conditions, unless Seller waives in writing such
fulfillment:

Section 9.1 PERFORMANCE OF AGREEMENT. Buyer shall have performed in all
material respects its agreements and obligations contained in this Agreement
required to be performed on or prior to the Scheduled Closing.

Section 9.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Buyer set forth in ARTICLE 4 of this Agreement
shall be true in all material respects as of the date of this Agreement (unless
the inaccuracy or inaccuracies which would otherwise result in a failure of this
condition have been cured by the Scheduled Closing) and as of the Scheduled
Closing as if made as of such time.

Section 9.3 OFFICERS' CERTIFICATE. Seller shall have received from
Buyer an officers' certificate, executed on Buyer's behalf by its chief
executive officer, president, chief financial officer or treasurer (in his or
her capacity as such) dated the Closing Date and stating that to the actual
knowledge of such individual, the conditions in SECTIONS 9.1 and 9.2 above have
been met.

Section 9.4 CONSENTS. The waiting period under the HSR Act shall have
expired or been terminated, and, subject to the provisions of SECTION 2.12, all
Consents required for Seller to consummate the Transactions with respect to such
Facility shall have been obtained, except that a Consent from a third party to
the sale and assignment of a Transferred Asset, such as a Medicare or Medicaid
provider agreement, or the assumption of an Assumed Liability with respect
thereto, shall not constitute a condition to Seller's consummation of the
Transactions with respect to such Facility if such sale, assignment or
assumption may lawfully be made subject to a customary condition subsequent that
the Consent be obtained from the third party based upon determinations of such
third party, including without limitation needs surveys or evaluations by Buyer,
to be completed after the Scheduled Closing, whether or not such third party
indicates prior to the Scheduled Closing that any such Consent is likely or not
likely to be given.

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Section 9.5 ABSENCE OF INJUNCTIONS. There shall be no:

(c) Action taken, or law enacted, promulgated or deemed applicable to
the Transactions related to such Facility, by any governmental agency which
would render consummation of such Transactions illegal or which would threaten
the imposition of any penalty or material economic detriment upon Seller or the
Subsidiaries if such Transactions were consummated;

PROVIDED THAT:

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which such approval is obtained if the date of such approval is not within
five (5) business days of the end of a month, but in no event shall the
original Termination Date for the Final Closing be extended for more than
three (3) calendar months from the original Termination Date; and

Section 9.6 OPINION OF COUNSEL. Seller shall have received, on and as
of the Closing Date, an opinion of King & Spalding, counsel to Buyer,
substantially as to the matters set forth in SECTIONS 4.1, 4.2, 4.3, 4.4, and
4.5, subject to customary conditions and limitations.

Section 9.7 RECEIPT OF OTHER DOCUMENTS. Seller shall have received the
following:

(a) Certified copies of the resolutions of Buyer's and each relevant
Buyer Subsidiary's board of directors respecting this Agreement, the Related
Agreements and the Transactions;

(b) Certified copies of Buyer's and each relevant Buyer Subsidiary's
Charter Documents, together with a certificate of Buyer's and each Buyer
Subsidiary's corporate secretary that none of such documents have been amended;

(c) One or more certificates as to the incumbency of each officer of
Buyer who has signed the Agreement, any Related Agreement, or any certificate,
document or instrument delivered pursuant to the Agreement or any Related
Agreement;

(d) Good standing certificates for Buyer and for each relevant Buyer
Subsidiary from the Secretaries of State of their respective states of
incorporation, dated as of a date not earlier than fifteen (15) business days
prior to the relevant Closing Date;

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(e) Copies of all third party and governmental consents, permits
and authorizations that Buyer has received in connection with the Agreement,
the Related Agreements and the Transactions; and

(f) A certificate of Buyer executed on its behalf by the Chief
Executive Officer and the Chief Financial Officer of Buyer stating that to
the best of their knowledge and belief, specifying in reasonable detail their
basis for same, after giving effect to the Transactions, neither Buyer nor any
relevant Buyer Subsidiary is insolvent or will be rendered insolvent by
obligations incurred in connection therewith, or will be left with
unreasonably small capital with which to engage in their businesses, or will
have incurred obligations beyond their respective abilities to perform the
same as and when due.

ARTICLE 10
TERMINATION

Section 10.1 TERMINATION. Any Transactions contemplated hereby that
have not been consummated may be terminated:

(a) At any time, by mutual written consent of Seller and Buyer; or

(b) By either Buyer or Seller upon written notice to the other
party, if (i) the relevant Scheduled Closing shall not have occurred by its
Termination Date; or (ii)(A) in the case of termination by Seller, the
conditions set forth in SECTION 2.13 and ARTICLE 9 for the relevant Scheduled
Closing cannot reasonably be met by its Termination Date or Seller has
terminated this Agreement pursuant to SECTION 6.4, and (B) in the case of
termination by Buyer, the conditions set forth in SECTION 2.13 and ARTICLE 8
for the relevant Scheduled Closing cannot reasonably be met by its
Termination Date, unless in either of the cases described in CLAUSES (A) or
(B), the failure of the condition is the result of the material breach of
this Agreement by the party seeking to terminate. The Termination Date for
the First Closing shall be September 1, 1994, and provided the First Closing
has occurred, the Termination Date for any subsequent Scheduled Closing and
the Final Closing shall be September 30, 1994; PROVIDED THAT if the
"Termination Date" for the "Final Closing" under the Subsequent Facilities
Agreement has been extended beyond September 30, 1994, then the Termination
Date for the Final Closing under this Agreement shall likewise be extended,
and PROVIDED FURTHER THAT,

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notwithstanding any provisions in this Agreement which may be construed to
the contrary, under no circumstances shall the Termination Date for the Final
Closing under this Agreement occur after the first to occur of the "Final
Closing" or the "Termination Date" therefor under the Subsequent Facilities
Agreement. Each such date, or such later date as may be specifically
provided for in this Agreement (including any date arising under operation of
SECTIONS 8.5(C)(ii) and 9.5(C)(ii) hereof) or agreed upon by the parties, is
herein referred to as the "TERMINATION DATE."

Each party's right of termination hereunder is in addition to any other
rights it may have hereunder or otherwise.

Section 10.2 EFFECT OF TERMINATION. If there has been a termination
pursuant to SECTION 10.1 prior to the First Closing, then this Agreement
shall be deemed terminated, and all further obligations of the parties
hereunder shall terminate, except that the obligations set forth in SECTIONS
5.5 and 5.6 and in ARTICLES 11 and 12 shall survive. In the event of
termination of this Agreement as provided above, there shall be no liability
on the part of a party to another under and by reason of this Agreement or
the transactions contemplated hereby except as set forth in ARTICLE 11 and
except for intentionally fraudulent acts by a party, the remedies for which
shall not be limited by the provisions of this Agreement. In the event of a
termination after the First Closing, then all further obligations of the
parties respecting Transactions that have not been consummated shall
terminate, except that the obligations set forth in SECTIONS 5.5 and 5.6 and
in ARTICLES 11 and 12 shall survive, and there shall be no liability on the
part of a party to another in respect of such unconsummated Transactions
except as set forth in ARTICLE 11 and except for intentionally fraudulent
acts by a party, the remedies for which shall not be limited by this
Agreement. The foregoing provisions shall not, however, limit or restrict
the availability of specific performance or other injunctive or equitable
relief to the extent that specific performance or such other relief would
otherwise be available to a party hereunder.

ARTICLE 11
SURVIVAL AND REMEDIES; INDEMNIFICATION

Section 11.1 SURVIVAL. Except as may be otherwise expressly set forth
in this Agreement, the representations, warranties, covenants and agreements
of Buyer and Seller set forth in this Agreement, or in any writing required
to be delivered in connection with this Agreement, shall

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survive the Scheduled Closings and the consummations of the Transactions.

Section 11.2 EXCLUSIVE REMEDY. Absent intentional fraud or unless
otherwise specifically provided herein, the sole exclusive remedy for
damages of a party hereto for any breach of the representations, warranties,
covenants and agreements of the other party contained in this Agreement and
the Related Agreements shall be the remedies contained in this ARTICLE 11.
Notwithstanding the foregoing, with respect to any matters associated with
any of the Owned Real Properties or Leased Real Properties involving
environmental contamination or noncompliance with any applicable
Environmental Law, if the First Closing occurs, nothing in this ARTICLE 11
shall limit or restrict a party's rights or remedies against, or obligations
to, another party or any third party arising under any Environmental Law, if
such matter (a) was in existence on or prior to the relevant Scheduled
Closing, (b) was not identified in the Environmental Survey or SCHEDULE 3.16
(or an update thereto pursuant to SECTION 6.3), (c) was unknown to Seller or
any Subsidiary as of the relevant Scheduled Closing, and (d) would not
constitute a breach of Seller's warranties in SECTION 3.16.

Section 11.3 INDEMNITY BY SELLER.

(a) Seller shall indemnify Buyer and the Buyer Subsidiaries and
hold them harmless from and against any and all claims, demands, suits, loss,
liability, damage and expense, including reasonable attorneys' fees and
costs of investigation, litigation, settlement and judgment (collectively
"LOSSES"), which they may sustain or suffer or to which they may become
subject as a result of:

(i) The inaccuracy of any representation or the breach of any
warranty made by Seller herein or by Seller or a Subsidiary in a Related
Agreement, PROVIDED, that any such inaccuracy or breach shall be determined
without regard to any qualification of such representation or warranty relating
to materiality or any Material Adverse Effect;

(ii) The nonperformance or breach of any covenant or
agreement made or undertaken by Seller in this Agreement or by Seller or
a Subsidiary in a Related Agreement; and

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(iii) If a Scheduled Closing occurs, the failure of Seller of
any Subsidiary to pay, discharge or perform as and when due, any of the
Excluded Liabilities (including, without limitation, the Excluded
Liabilities enumerated in SECTIONS 2.4(C), (D), (E) and (G), and any
Losses as a result of or in connection with the failure of Seller and the
Subsidiaries to comply with any Bulk Sales Laws referred to in SECTION
7.1).

(b) The indemnification obligations of Seller provided above
shall, in addition to the qualifications and conditions set forth in SECTIONS
11.5 and 11.6, be subject to the following qualifications:

(i) Buyer and the Buyer Subsidiaries shall not be entitled to
indemnity under SUBSECTION (A)(i) above (except for claims arising under
SECTIONS 3.1, 3.2, 3.3 and 3.7) unless:

(A) Written notice to Seller of such claim specifying
the basis thereof is made, or an action at law or in equity with
respect to such claim is served, before the second anniversary of
the earlier to occur of the relevant Closing Date or the date on
which this Agreement is terminated, as the case may be;

(B) If a Scheduled Closing occurs, the Losses sustained
or suffered by Buyer and the Buyer Subsidiaries or to which they
may be subject as a result of circumstances described in such
SUBSECTION (a)(i) and in SECTION 11.3(A)(i) of the Subsequent
Facilities Agreement exceed, in the aggregate, the sum of Three
Million Dollars ($3,000,000) (the "TRIGGER AMOUNT"), in which case
Buyer and the Buyer Subsidiaries shall be entitled only to recover
the amount by which such aggregate Losses exceed Two Million
Dollars ($2,000,000) (the "DEDUCTIBLE AMOUNT"), PROVIDED, however,
that individual claims of Two Thousand Dollars ($2,000) or less
shall not be aggregated for purposes of calculating either the
Trigger Amount, the Deductible Amount or the excess of Losses over
the Deductible Amount;

(C) If a Scheduled Closing occurs, in no event shall
Seller be liable to Buyer and the Buyer Subsidiaries under
SUBSECTION (A)(i) for Losses in the nature of conse-

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<PAGE>

quential damages, lost profits, damage to reputation or the like,
but such damages shall be limited to out-of-pocket Losses and
diminution in value; and

(D) If a Scheduled Closing occurs, in no event shall
Seller be liable to Buyer and the Buyer Subsidiaries under
SUBSECTION (a)(i) of this Agreement and under SECTION 11(a)(i) of
the Subsequent Facilities Agreement for amounts which, in the
aggregate, exceed the sum of (x) that portion of the Purchase Price
paid pursuant to SECTION 2.5(a) of this Agreement and pursuant to
SECTION 2.5(a) of the Subsequent Facilities Agreement for assets
actually acquired and (y) the amount paid pursuant to the
penultimate sentence of SECTION 2.5 of this Agreement and pursuant
to the penultimate sentence of SECTION 2.5(a) of the Subsequent
Facilities Agreement; PROVIDED that in the event Buyer and the
Buyer Subsidiaries make claims in the aggregate for Losses with
respect to a Facility that exceed seventy-five percent (75%) of the
portion of the Purchase Price allocated to such Facility in the
Allocation Schedule, then substantially concurrently with the
making of such claim or claims, Buyer shall cause such Facility to
be offered in writing for resale to Seller at a cash price equal to
such allocated portion of the Purchase Price less amounts, if any,
previously paid by Seller to Buyer with respect to Buyer's claims
for Losses with respect to such Facility and on an "as is, where
is" basis, in which case:

(1) Seller shall have thirty (30) days to accept such
offer in writing;

(2) If Seller accepts such offer, it shall have one
hundred fifty (150) days to close such transaction;

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and Seller (or such designee) shall assume disclosed operating
liabilities of the Facility of the same types as the Assumed
Liabilities PROVIDED that if the dollar amount of such
liabilities exceeds the dollar amount of the Assumed
Liabilities respecting such Facility originally assumed by
Buyer hereunder, then there shall be a dollar-for-dollar
reduction in the purchase price payable by Seller (or its
designee) to the extent of such excess; and

(4) Simultaneous with such closing, Buyer and the Buyer
Subsidiaries shall release Seller from further liability under
SUBSECTION (a)(i) for Losses with respect to such Facility.

(ii) If a Scheduled Closing occurs, Buyer and the Buyer
Subsidiaries shall not be entitled to indemnity under SUBSECTIONS
(a)(ii)-(iii) above except for out-of-pocket Losses actually suffered
or sustained by them or to which they may become subject as a result of
circumstances described in such SUBSECTIONS (a)(ii)-(iii), and such
indemnity shall not include Losses in the nature of consequential
damages, lost profits, diminution in value, damage to reputation or the
like; except that the provisions of this clause (b)(ii) shall not apply
to breaches of SECTIONS 5.6 and 6.8, PROVIDED that the liability of
Seller and the Subsidiaries for breaches of such Sections shall be
subject to the provisions of SUBSECTION (b)(i)(D) above and that the
liability of Seller and the Subsidiaries for breaches of such Sections
shall be aggregated with the liability of Seller under SUBSECTION (a)(i)
for purposes of SUBSECTION (b)(i)(D).

(iii) Seller shall have no liability for Losses arising from
the breach of any warranty related to Net Book Values, including without
limitation the warranties contained in SECTIONS 3.17 and 3.18, and no
such Losses shall be applied against the Trigger Amount or the
Deductible Amount or the excess of Losses over the Deductible Amount, it
being agreed that the liability of the Seller with respect to Net Book
Values, if any, shall be resolved in accordance with the provisions of
SECTIONS 2.6(a), (b) and (c).

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<PAGE>

Section 11.4 INDEMNITY BY BUYER.

(a) Buyer shall indemnify Seller and the Subsidiaries and hold
Seller and the Subsidiaries harmless from and against any and all Losses
which they may sustain or suffer or to which they may become subject as a
result of:
(i) The inaccuracy of any representation or the breach of any
warranty made by Buyer herein or by Buyer or a Buyer Subsidiary in a
Related Agreement, PROVIDED that any such inaccuracy or breach shall be
determined without regard to any qualification of such representation or
warranty relating to materiality or any Material Adverse Effect;

(ii) The nonperformance or breach of any covenant or
agreement made or undertaken by Buyer in this Agreement or by Buyer or a
Buyer Subsidiary in a Related Agreement;

(iii) If a Scheduled Closing occurs, the failure of Buyer to
pay, discharge or perform as and when due, any of the Assumed
Liabilities; and

(iv) If a Scheduled Closing occurs, the ongoing operations of
Buyer and the Transferred Assets after the relevant Closing Date,
including but not limited to the continuation or performance by Buyer
after the relevant Closing Date of any agreement or practice of the
Seller or the Subsidiaries.

(b) The indemnification obligations of Buyer provided above
shall, in addition to the qualifications and conditions set forth in SECTIONS
11.5 and 11.6, be subject to the following qualifications:

(i) Seller and the Subsidiaries shall not be entitled to
indemnity under SUBSECTION (a)(i) above (except for claims under
SECTIONS 4.1, 4.2, 4.3 and 4.7) unless:

(A) Written notice to Buyer of such claim specifying the
basis thereof is made, or an action at law or in equity with
respect to such claim is served, before the second
anniversary of the earlier to occur of the relevant

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<PAGE>

Closing Date or the date on which this Agreement is
terminated, as the case may be;

(B) If a Scheduled Closing occurs, the Losses sustained
or suffered by Seller and the Subsidiaries or to which they
may be subject as a result of circumstances described in such
SUBSECTION (a)(i) and in SECTION 11.4(a)(i) of the Subsequent
Facilities Agreement exceed, in the aggregate, the Trigger
Amount, in which case Seller and the Subsidiaries shall be
entitled only to recover the amount by which such Losses
exceed, in the aggregate, the Deductible Amount, PROVIDED,
however, that individual claims of Two Thousand Dollars
($2,000) or less shall not be aggregated for purposes of
calculating either the Trigger Amount, the Deductible Amount
or the excess of Losses over the Deductible Amount; and

(C) If a Scheduled Closing occurs, in no event shall
Buyer be liable to Seller and the Subsidiaries under
SUBSECTION (a)(i) for Losses in the nature of consequential
damages, lost profits, damage to reputation or the like, but
such damages shall be limited to out-of-pocket Losses and
diminution in value.

(ii) If a Scheduled Closing occurs, Seller and the
Subsidiaries shall not be entitled to indemnity under SUBSECTIONS
(a)(ii)-(iv) above except for out-of-pocket Losses actually suffered or
sustained by them or to which they may become subject as a result of
circumstances described in such SUBSECTIONS (a)(ii)-(iv), and such
indemnity shall not include Losses in the nature of consequential
damages, lost profits, diminution in value, damage to reputation or the
like, except that the provisions of this clause (b)(ii) shall not apply
to breaches of SECTIONS 5.6 or 5.7.

Section 11.5 FURTHER QUALIFICATIONS RESPECTING INDEMNIFICATION. The
right of a party (an "INDEMNITEE") to indemnity hereunder shall be subject to
the following additional qualifications:

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<PAGE>

ing, judicial, governmental or otherwise, by any third party (such third party
actions being collectively referred to herein as "THIRD PARTY CLAIMS"), give
notice thereof to the indemnifying party (the "INDEMNITOR"), such notice in
any event to be given within sixty (60) days from the date the Indemnitee
obtains actual knowledge of the basis or alleged basis for the right of
indemnity or such shorter period as may be necessary to avoid material
prejudice to the Indemnitor; and

(b) In computing Losses, such amounts shall be computed net of any
related recoveries to which the Indemnitee is entitled under insurance
policies or other related payments received or receivable from third parties
and net of any tax benefits actually received by the Indemnitee or for which
it is eligible, taking into account the income tax treatment of the receipt of
indemnification.

Section 11.6 PROCEDURES RESPECTING THIRD PARTY CLAIMS. In providing
notice to the Indemnitor of any Third Party Claim (the "CLAIM NOTICE"), the
Indemnitee shall provide the Indemnitor with a copy of such Third Party
Claim or other documents received and shall otherwise make available to the
Indemnitor all relevant information material to the defense of such claim and
within the Indemnitee's possession. The Indemnitor shall have the right, by
notice given to the Indemnitee within fifteen (15) days after the date of the
Claim Notice, to assume and control the defense of the Third Party Claim that
is the subject of such Claim Notice, including the employment of counsel
selected by the Indemnitor after consultation with the Indemnitee, and the
Indemnitor shall pay all expenses of, and the Indemnitee shall cooperate
fully with the Indemnitor in connection with, the conduct of such defense.
The Indemnitee shall have the right to employ separate counsel in any such
proceeding and to participate in (but not control) the defense of such Third
Party Claim, but the fees and expenses of such counsel shall be borne by the
Indemnitee unless the Indemnitor shall agree otherwise; PROVIDED, HOWEVER, if
the named parties to any such proceeding (including any impleaded parties)
include both the Indemnitee and the Indemnitor, the Indemnitor requires that
the same counsel represent both the Indemnitee and the Indemnitor, and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them, then the Indemnitee
shall have the right to retain its own counsel at the cost and expense of the
Indemnitor. If the Indemnitor shall have failed to assume the defense of any
Third Party Claim in accordance with the provisions of this Section, then the
Indemnitee shall have the absolute right to control

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the defense of such Third Party Claim, and, if and when it is finally
determined that the Indemnitee is entitled to indemnification from the
Indemnitor hereunder, the fees and expenses of Indemnitee's counsel shall be
borne by the Indemnitor, PROVIDED that the Indemnitor shall be entitled, at
its expense, to participate in (but not control) such defense. The
Indemnitor shall have the right to settle or compromise any such Third Party
Claim for which it is providing indemnity so long as such settlement does not
impose any obligations on the Indemnitee (except with respect to providing
releases of the third party). The Indemnitor shall not be liable for any
settlement effected by the Indemnitee without the Indemnitor's consent except
where the Indemnitee has assumed the defense because Indemnitor has failed or
refused to do so. The Indemnitor may assume and control, or bear the costs,
of any such defense subject to its reservation of a right to contest the
Indemnitee's right to indemnification hereunder, PROVIDED that it gives the
Indemnitee notice of such reservation within fifteen (15) days of the date of
the Claim Notice.
ARTICLE 12
GENERAL PROVISIONS

Section 12.1 NOTICES. All notices, requests, demands, waivers,
consents and other communications hereunder shall be in writing, shall be
delivered either in person, by telegraphic, facsimile or other electronic
means, by overnight air courier or by mail, and shall be deemed to have been
duly given and to have become effective (a) upon receipt if delivered in
person or by telegraphic, facsimile or other electronic means, (b) one
business day after having been delivered to an air courier for overnight
delivery or (c) three business days after having been deposited in the mails
as certified or registered mail, return receipt requested, all fees prepaid,
directed to the parties or their permitted assignees at the following
addresses (or at such other address as shall be given in writing by a party
hereto):

If to Seller, addressed to:

National Medical Enterprises
2700 Colorado Avenue
Santa Monica, CA 90404
Attn: Treasurer
Facsimile: (310) 998-6507

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<PAGE>

with a copy to counsel for Seller:

National Medical Enterprises
2700 Colorado Avenue
Santa Monica, CA 90404
Attn: General Counsel
Facsimile: (310) 998-6956

and

Munger, Tolles & Olson
355 South Grand Avenue
35th Floor
Los Angeles, CA 90071
Attn: Robert L. Adler
Facsimile: (213) 687-3702

If to Buyer, addressed to:

Charter Medical Corporation
577 Mulberry St.
Macon, GA 31298
Attn: Executive Vice President - Finance
Facsimile: (912) 751-2832

with a copy to counsel for Buyer:

King & Spalding
191 Peachtree Street
Atlanta, GA 30303-1763
Attn: Robert W. Miller
Facsimile: (404) 572-5144

Section 12.2 ATTORNEYS' FEES. In any litigation or other proceeding
relating to this Agreement, including litigation with respect to any Related
Agreement (but excluding any proceedings under SECTIONS 2.6(b), 2.6(c) or
2.14), the prevailing party shall be entitled to recover its costs and
reasonable attorneys' fees.

Section 12.3 SUCCESSORS AND ASSIGNS. The rights under this Agreement
shall not be assignable or transferable nor the duties delegable

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<PAGE>

by either party without the prior written consent of the other; and nothing
contained in this Agreement, express or implied, is intended to confer upon
any person or entity, other than the parties hereto and their permitted
successors- in-interest and permitted assignees, any rights or remedies under
or by reason of this Agreement unless so stated to the contrary.
Notwithstanding the foregoing, (a) Buyer may grant to its lenders a security
interest in its rights under this Agreement, and (b) subject to the terms and
provisions of SECTION 5.7, Buyer may assign its rights under SECTION 5.7 to
the entities and in the circumstances described in SECTION 5.7(d).

Section 12.4 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

Section 12.5 CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph
headings used herein are for convenience only and are not a part of this
Agreement and shall not be used in construing it.

Section 12.6 ENTIRETY OF AGREEMENT; AMENDMENTS. This Agreement
(including the Schedules and Exhibits hereto), the other documents and
instruments specifically provided for in this Agreement, and the Subsequent
Facilities Agreement contain the entire understanding between the parties
concerning the subject matter of this Agreement and such other documents and
instruments and, except as expressly provided for herein, supersede all prior
understandings and agreements, whether oral or written, between them with
respect to the subject matter hereof and thereof. There are no
representations, warranties, agreements, arrangements or understandings, oral
or written, between the parties hereto relating to the subject matter of this
Agreement and such other documents and instruments which are not fully
expressed herein or therein. This Agreement may be amended or modified only
by an agreement in writing signed by each of the parties hereto. All
Exhibits and Schedules attached to or delivered in connection with this
Agreement are integral parts of this Agreement as if fully set forth herein.
Without limiting the generality of the foregoing, this Agreement and the
Subsequent Facilities Agreement shall, upon their execution, replace and
substitute for that certain Asset Sale Agreement between the parties dated as
of March 29, 1994 related to both the First Facilities and the Subsequent
Facilities which shall be of no further force and effect, it being agreed
that the effectiveness of this Agreement and of the Subsequent Facilities
Agreement shall relate back from their actual

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<PAGE>

date of execution to and including March 29, 1994. The representations and
warranties of the parties made herein shall likewise be deemed to have been
made as of March 29, 1994.

Section 12.7 CONSTRUCTION. This Agreement and any documents or
instruments delivered pursuant hereto shall be construed without regard to
the identity of the person who drafted the various provisions of the same.
Each and every provision of this Agreement and such other documents and
instruments shall be construed as though the parties participated equally in
the drafting of the same. Consequently, the parties acknowledge and agree
that any rule of construction that a document is to be construed against the
drafting party shall not be applicable either to this Agreement or such other
documents and instruments.

Section 12.8 WAIVER. The failure of a party to insist, in any one or
more instances, on performance of any of the terms, covenants and conditions
of this Agreement shall not be construed as a waiver or relinquishment of any
rights granted hereunder or of the future performance of any such term,
covenant or condition, but the obligations of the parties with respect
thereto shall continue in full force and effect. No waiver of any provision
or condition of this Agreement by a party shall be valid unless in writing
signed by such party or operational by the terms of this Agreement. A waiver
by one party of the performance of any covenant, condition, representation or
warranty of the other party shall not invalidate this Agreement, nor shall
such waiver be construed as a waiver of any other covenant, condition,
representation or warranty. A waiver by any party of the time for performing
any act shall not constitute a waiver of the time for performing any other
act or the time for performing an identical act required to be performed at a
later time.

Section 12.9 GOVERNING LAW. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of California, without regard to the principles of conflicts of law
thereof, PROVIDED that the validity, interpretation and effect of any
instruments by which real property is conveyed at a Scheduled Closing shall
be governed by the laws of the state in which such real property is located.
Any action arising under this Agreement shall be adjudicated (a) in Los
Angeles, California, if brought by Buyer or its Affiliates against Seller,
any Subsidiary or their respective Affiliates, and (b) in [Atlanta], Georgia,
if brought by Seller or its Affiliates against Buyer, any Buyer Subsidiary or
their respective Affiliates, provided that any cross-claim or

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counterclaim shall also be adjudicated in the court in which the underlying
action has been brought in accordance with this SECTION 12.9.

Section 12.10 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be valid, binding and
enforceable under applicable law, but if any provision of this Agreement is
held to be invalid, void (or voidable) or unenforceable under applicable law,
such provision shall be ineffective only to the extent held to be invalid,
void (or voidable) or unenforceable, without affecting the remainder of such
provision or the remaining provisions of this Agreement.

Section 12.11 CONSENTS NOT UNREASONABLY WITHHELD. Wherever the
consent or approval of any party is required under this Agreement, such
consent or approval shall not be unreasonably withheld, unless such consent
or approval is to be given by such party at the sole or absolute discretion
of such party or is otherwise similarly qualified.

Section 12.12 TIME IS OF THE ESSENCE. Time is hereby expressly made of
the essence with respect to each and every term and provision of this
Agreement. The parties acknowledge that each will be relying upon the timely
performance by the other of its obligations hereunder as a material
inducement to each party's execution of this Agreement.

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<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement
on the date first above written.

Buyer:
CHARTER MEDICAL CORPORATION

By /s/ Lawrence W. Drinkard
-------------------------------
Name Lawrence W. Drinkard
------------------------
Title E.V.P./CFO
-----------------------

Seller:
NATIONAL MEDICAL ENTERPRISES, INC.

By /s/ Raymond L. Mathiasen
-------------------------------
Name Raymond L. Mathiasen
------------------------
Title Sr. V.P. - CFO
-----------------------

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<PAGE>

Subsequent Facilities Execution Copy

ASSET SALE AGREEMENT
(SUBSEQUENT FACILITIES)

******

NATIONAL MEDICAL ENTERPRISES, INC.

As Seller

AND

CHARTER MEDICAL CORPORATION

As Buyer

Dated: March 29, 1994

<PAGE>

ASSET SALE AGREEMENT
(SUBSEQUENT FACILITIES)

Table of Contents

PREAMBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 1. . . . . . . . . . . . . 2

DEFINITIONS

Section 1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . 2
Section 1.2 Index of Other Defined Terms. . . . . . . . . . . . . . . 4

ARTICLE 2. . . . . . . . . . . . . 8

BASIC TRANSACTIONS

Section 2.1 Purchased Assets. . . . . . . . . . . . . . . . . . . . . 8
Section 2.2 Excluded Assets . . . . . . . . . . . . . . . . . . . . . 13
Section 2.3 Assumed Liabilities . . . . . . . . . . . . . . . . . . . 15
Section 2.4 Excluded Liabilities. . . . . . . . . . . . . . . . . . . 17
Section 2.5 Purchase Price. . . . . . . . . . . . . . . . . . . . . . 20
Section 2.6 Payment of Purchase Price . . . . . . . . . . . . . . . . 20
(a) Payment of Tentative Purchase Price . . . . . . . . . . . . 21
(b) Determination of Interim Net Book Values. . . . . . . . . . 21
(c) Determination of Final Net Book Values. . . . . . . . . . . 22
(d) Seller as Agent of Subsidiaries . . . . . . . . . . . . . . 24
Section 2.7 Allocation of Purchase Price. . . . . . . . . . . . . . . 24
Section 2.8 Contingent Lease Obligations. . . . . . . . . . . . . . . 25
Section 2.9 Remittances and Receivables . . . . . . . . . . . . . . . 25
(a) In General. . . . . . . . . . . . . . . . . . . . . . . . . 25
(b) Receivables . . . . . . . . . . . . . . . . . . . . . . . . 27
(c) Straddle Patient Receivables. . . . . . . . . . . . . . . . 28
(i) Cut-Off Billings . . . . . . . . . . . . . . . . . . 28
(ii) Cut-Off Billings Not Accepted . . . . . . . . . . . 29
(d) Cooperation in Collecting Receivables and
Excluded Assets . . . . . . . . . . . . . . . . . . . . . . 30
(e) Non-Assignable Receivables. . . . . . . . . . . . . . . . . 30
(f) Collection Fee. . . . . . . . . . . . . . . . . . . . . . . 31

(i)
<PAGE>

Section 2.10 Employee Matters . . . . . . . . . . . . . . . . . . . . 32
(a) Pension Plans . . . . . . . . . . . . . . . . . . . . . . . 32
(b) Retained Employees. . . . . . . . . . . . . . . . . . . . . 32
(c) Hiring of Retained Employees. . . . . . . . . . . . . . . . 34
(d) Health Benefits . . . . . . . . . . . . . . . . . . . . . . 34
(e) Acknowledgement of Responsibility . . . . . . . . . . . . . 35
Section 2.11 Use of Names . . . . . . . . . . . . . . . . . . . . . . 36
Section 2.12 No Assignment If Breach; Seller's Discharge
of Assumed Liabilities . . . . . . . . . . . . . . . . . 37
Section 2.13 Closings . . . . . . . . . . . . . . . . . . . . . . . . 40
(a) The First Closing . . . . . . . . . . . . . . . . . . . . . 40
(b) The Second Closing. . . . . . . . . . . . . . . . . . . . . 41
(c) The Final Closing . . . . . . . . . . . . . . . . . . . . . 41
(d) Deliveries by Seller. . . . . . . . . . . . . . . . . . . . 42
(e) Deliveries by Buyer . . . . . . . . . . . . . . . . . . . . 43
(f) Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 2.14 Purchase Price Adjustment. . . . . . . . . . . . . . . . 44
Section 2.15 Transfer of Assets in Corporate Form . . . . . . . . . . 46
Section 2.16 Assignment of Rights and Obligations to
Buyer Subsidiaries . . . . . . . . . . . . . . . . . . . 46
Section 2.17 Data Processing Services . . . . . . . . . . . . . . . . 48

ARTICLE 3. . . . . . . . . . . . . 50

REPRESENTATIONS AND WARRANTIES OF SELLER

Section 3.1 Organization and Corporate Power. . . . . . . . . . . . . 50
Section 3.2 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 50
Section 3.3 Authority Relative to this Agreement. . . . . . . . . . . 51
Section 3.4 Absence of Breach . . . . . . . . . . . . . . . . . . . . 52
Section 3.5 Private Party Consents. . . . . . . . . . . . . . . . . . 53
Section 3.6 Governmental Consents . . . . . . . . . . . . . . . . . . 53
Section 3.7 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 3.8 Title to Property . . . . . . . . . . . . . . . . . . . . 54
Section 3.9 Assumed Contracts . . . . . . . . . . . . . . . . . . . . 55
Section 3.10 Licenses . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 3.11 U.S. Person; Resident of Georgia . . . . . . . . . . . . 56
Section 3.12 Employee Relations . . . . . . . . . . . . . . . . . . . 57
Section 3.13 Employee Plans . . . . . . . . . . . . . . . . . . . . . 57
Section 3.14 Litigation . . . . . . . . . . . . . . . . . . . . . . . 58
Section 3.15 Inventory. . . . . . . . . . . . . . . . . . . . . . . . 58

(ii)
<PAGE>

Section 3.16 Hazardous Substances . . . . . . . . . . . . . . . . . . 58
Section 3.17 Financial Information. . . . . . . . . . . . . . . . . . 60
Section 3.18 Changes Since Balance Sheet. . . . . . . . . . . . . . . 62
Section 3.19 Transferred Business Names . . . . . . . . . . . . . . . 63
Section 3.20 Compliance with Laws and Accreditation . . . . . . . . . 64
Section 3.21 Cost Reports, Third Party Receivables and
Conditions of Participation. . . . . . . . . . . . . . . 65
Section 3.22 Medical Staff. . . . . . . . . . . . . . . . . . . . . . 65
Section 3.23 Hill-Burton Care . . . . . . . . . . . . . . . . . . . . 66
Section 3.24 Assets Used in the Operation of the
Facilities . . . . . . . . . . . . . . . . . . . . . . . 66
Section 3.25 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 3.26 Lists of Other Data. . . . . . . . . . . . . . . . . . . 66
Section 3.27 Certain Transactions . . . . . . . . . . . . . . . . . . 68

ARTICLE 4. . . . . . . . . . . . . 68

REPRESENTATIONS AND WARRANTIES OF BUYER

Section 4.1 Organization and Corporate Power. . . . . . . . . . . . . 68
Section 4.2 Buyer Subsidiaries. . . . . . . . . . . . . . . . . . . . 68
Section 4.3 Authority Relative to this Agreement. . . . . . . . . . . 69
Section 4.4 Absence of Breach . . . . . . . . . . . . . . . . . . . . 70
Section 4.5 Private Party Consents. . . . . . . . . . . . . . . . . . 70
Section 4.6 Governmental Consents . . . . . . . . . . . . . . . . . . 70
Section 4.7 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 4.8 Qualified for Licenses. . . . . . . . . . . . . . . . . . 71
Section 4.9 Financial Ability to Perform. . . . . . . . . . . . . . . 71
Section 4.10 No Knowledge of Seller's Breach. . . . . . . . . . . . . 71
Section 4.11 No Assurance . . . . . . . . . . . . . . . . . . . . . . 71

ARTICLE 5. . . . . . . . . . . . . 72

COVENANTS OF EACH PARTY

Section 5.1 Efforts to Consummate Transactions. . . . . . . . . . . . 72
Section 5.2 Cooperation; Regulatory Filings . . . . . . . . . . . . . 73
Section 5.3 Further Assistance. . . . . . . . . . . . . . . . . . . . 74
Section 5.4 Cooperation Respecting Proceedings. . . . . . . . . . . . 74
Section 5.5 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 5.6 Announcements; Confidentiality. . . . . . . . . . . . . . 76

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<PAGE>

Section 5.7 Preservation of and Access to Certain
Records. . . . . . . . . . . . . . . . . . . . . . . . . 78

ARTICLE 6. . . . . . . . . . . . . 80

ADDITIONAL COVENANTS OF SELLER

Section 6.1 Conduct Pending Closing . . . . . . . . . . . . . . . . . 80
Section 6.2 Access and Information; Environmental Survey;
Remediation or Adjustment. . . . . . . . . . . . . . . . 83
Section 6.3 Updating. . . . . . . . . . . . . . . . . . . . . . . . . 86
Section 6.4 No Solicitation . . . . . . . . . . . . . . . . . . . . . 86
Section 6.5 Name Changes. . . . . . . . . . . . . . . . . . . . . . . 87
Section 6.6 Filing of Cost Reports. . . . . . . . . . . . . . . . . . 87
Section 6.7 Purchase of Supplies. . . . . . . . . . . . . . . . . . . 87
Section 6.8 Covenant Not to Compete . . . . . . . . . . . . . . . . . 88
(a) Covenant. . . . . . . . . . . . . . . . . . . . . . . . . . 88
(b) Exceptions. . . . . . . . . . . . . . . . . . . . . . . . . 88
(i) Psychiatric Facilities and Contracts Not
Acquired By Buyer. . . . . . . . . . . . . . . . 88
(ii) Facilities Outside Geographic Area . . . . . . . . 89
(iii) Acute Hospitals. . . . . . . . . . . . . . . . . . 89
(iv) Divestiture of Acquired Psychiatric
Facilities. . . . . . . . . . . . . . . . . . . . 89
(v) Acquiring Entities . . . . . . . . . . . . . . . . 90
(c) Acute Hospital Affiliations . . . . . . . . . . . . . . . . 90
(d) Covenant Period . . . . . . . . . . . . . . . . . . . . . . 92
(e) Severability. . . . . . . . . . . . . . . . . . . . . . . . 92
(f) Injunctive Relief . . . . . . . . . . . . . . . . . . . . . 92
(g) Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Section 6.9 Audited Statements. . . . . . . . . . . . . . . . . . . . 93
Section 6.10 Post-Closing Insurance . . . . . . . . . . . . . . . . . 93
Section 6.11 Use of Controlled Substance Licenses . . . . . . . . . . 94
Section 6.12 Non-Disturbance Agreements . . . . . . . . . . . . . . . 94

ARTICLE 7. . . . . . . . . . . . . 95

ADDITIONAL COVENANTS OF BUYER

Section 7.1 Waiver of Bulk Sales Law Compliance . . . . . . . . . . . 95
Section 7.2 Resale Certificate. . . . . . . . . . . . . . . . . . . . 95

(iv)
<PAGE>

Section 7.3 Cost Reports and Audit Contests . . . . . . . . . . . . . 95
Section 7.4 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . 96
Section 7.5 Letters of Credit . . . . . . . . . . . . . . . . . . . . 96
Section 7.6 Conduct Pending Closing . . . . . . . . . . . . . . . . . 96

ARTICLE 8. . . . . . . . . . . . . 97

BUYER'S CONDITIONS TO CLOSING

Section 8.1 Performance of Agreement. . . . . . . . . . . . . . . . . 97
Section 8.2 Accuracy of Representations and Warranties. . . . . . . . 97
Section 8.3 Officers' Certificate . . . . . . . . . . . . . . . . . . 98
Section 8.4 Consents. . . . . . . . . . . . . . . . . . . . . . . . . 98
Section 8.5 Absence of Injunctions. . . . . . . . . . . . . . . . . . 98
Section 8.6 Opinion of Counsel. . . . . . . . . . . . . . . . . . . . 100
Section 8.7 Title to Real Property. . . . . . . . . . . . . . . . . . 100
Section 8.8 Receipt of Other Documents. . . . . . . . . . . . . . . . 102
Section 8.9 Licenses and Permits. . . . . . . . . . . . . . . . . . . 102
Section 8.10 Casualty; Condemnation . . . . . . . . . . . . . . . . . 102
Section 8.11 Reasonable Assurances. . . . . . . . . . . . . . . . . . 103

ARTICLE 9. . . . . . . . . . . . . 104

SELLER'S CONDITIONS TO CLOSING

Section 9.1 Performance of Agreement. . . . . . . . . . . . . . . . . 105
Section 9.2 Accuracy of Representations and Warranties. . . . . . . . 105
Section 9.3 Officers' Certificate . . . . . . . . . . . . . . . . . . 105
Section 9.4 Consents. . . . . . . . . . . . . . . . . . . . . . . . . 105
Section 9.5 Absence of Injunctions. . . . . . . . . . . . . . . . . . 105
Section 9.6 Opinion of Counsel. . . . . . . . . . . . . . . . . . . . 107
Section 9.7 Receipt of Other Documents. . . . . . . . . . . . . . . . 107

ARTICLE 10. . . . . . . . . . . . . 108

TERMINATION

Section 10.1 Termination. . . . . . . . . . . . . . . . . . . . . . . 108
Section 10.2 Effect of Termination. . . . . . . . . . . . . . . . . . 108

(v)
<PAGE>

ARTICLE 11. . . . . . . . . . . . . 109

SURVIVAL AND REMEDIES; INDEMNIFICATION

Section 11.1 Survival . . . . . . . . . . . . . . . . . . . . . . . . 109
Section 11.2 Exclusive Remedy . . . . . . . . . . . . . . . . . . . . 109
Section 11.3 Indemnity by Seller. . . . . . . . . . . . . . . . . . . 110
Section 11.4 Indemnity by Buyer . . . . . . . . . . . . . . . . . . . 113
Section 11.5 Further Qualifications Respecting
Indemnification. . . . . . . . . . . . . . . . . . . . . 115
Section 11.6 Procedures Respecting Third Party Claims . . . . . . . . 116

ARTICLE 12. . . . . . . . . . . . . 117

GENERAL PROVISIONS

Section 12.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . 117
Section 12.2 Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . 118
Section 12.3 Successors and Assigns . . . . . . . . . . . . . . . . . 118
Section 12.4 Counterparts . . . . . . . . . . . . . . . . . . . . . . 119
Section 12.5 Captions and Paragraph Headings. . . . . . . . . . . . . 119
Section 12.6 Entirety of Agreement; Amendments. . . . . . . . . . . . 119
Section 12.7 Construction . . . . . . . . . . . . . . . . . . . . . . 119
Section 12.8 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 120
Section 12.9 Governing Law. . . . . . . . . . . . . . . . . . . . . . 120
Section 12.10 Severability. . . . . . . . . . . . . . . . . . . . . . 120
Section 12.11 Consents Not Unreasonably Withheld. . . . . . . . . . . 121
Section 12.12 Time Is of the Essence. . . . . . . . . . . . . . . . . 121

(vi)
<PAGE>

EXHIBITS

A. Forms of Bill of Sale and Assignment

B. Form of Assignments with Respect to
Real Property Leases

C. Forms of Assumption Agreement

D. Form of Purchasing Contract

E. Remaining Schedules

LIST OF SCHEDULES

A-1 Subsidiaries and Their
Respective States of Incorporation;
Ownership of Subsidiary Stock

A-2 Facilities

2.1(a) Real property owned in fee by Subsidiaries

2.1(b) Real Property Leases

2.1(c) Venture Agreements

2.1(f) Other Assigned Contracts

2.1(h) Transferred Business Names

2.1(k) Prepayments

2.2(j) Other Excluded Assets

2.3(a) Capitalized Leases and Capitalized Lease
Liabilities

2.3(f) Other Assumed Liabilities

(vii)
<PAGE>

2.4(i) Indebtedness

2.4(j) Other Excluded Liabilities

2.7 Allocation Schedule

2.10(a) Pension Plans

2.12(c) Schedule of Required Consents

2.13B Assigned EBITDA

3.5 Private Party Consents

3.7 Seller's Brokers

3.8(a) Liens

3.8(b)(i) Other Real Property
and
3.8(b)(ii)

3.9 Assumed Contracts

3.10 Licenses

3.12 Certain Employee Relations Matters

3.14 Litigation

3.16 Environmental Matters

3.17(a) EBITDA Statements

3.17(b) Balance Sheet

3.18 Changes Since Balance Sheet

3.19 Conflicts With Transferred Business Names

3.20 Compliance With Laws and Accreditations

(viii)
<PAGE>

3.21 Cost Reports, Third Party Receivables and
Conditions of Participation

3.22 Medical Staff

3.23 Hill-Burton Care

3.24 Assets Used in the Operation of the Facilities

3.26(a) Depreciation Schedules

3.26(b) Insurance

3.26(c) Employee Benefit Arrangements

3.26(d) Paid Time Off

3.26(e) Certain Contracts

3.26(f) Certain Indebtedness

3.26(g) Certain Financing Arrangements

3.26(h) Certain Contracts Related to Liens

3.27 Certain Transactions

4.5 Private Party Consents

4.7 Buyer's Brokers

4.11 Certain Scheduled Meetings

6.1 Exceptions to Conduct

6.7 National Purchasing Contracts

7.5 Letters of Credit

6.8(c) Specified Acute Hospitals

(ix)
<PAGE>

8.7(b) Disapproved Title Exceptions

(x)
<PAGE>

ASSET SALE AGREEMENT
(SUBSEQUENT FACILITIES)

NME No. Name City State
- ------- ---- ---- -----

<S> <C> <C> <C>
4. Los Altos Hospital & Medical Center Long Beach CA
6. Yorba Hills Hospital and Mental Health Center Yorba Linda CA
11. Bay Harbor Residential Treatment Center Largo FL
13. Laurel Oaks Hospital Orlando FL
14. Medfield Hospital Largo FL
15. Laurel Heights Hospital Atlanta GA
16. Brawner South Mental Health System Stockbridge GA
17. Brawner Midtown Mental Health System Atlanta GA
18. Arbor Hospital of Greater Indianapolis Indianapolis IN
19. Jefferson Hospital Jeffersonville IN
32. MidSouth Hospital Memphis TN
34. Psychiatric Institute of Richmond Richmond VA
37. Northbrooke Hospital Brown Deer WI
38. New Beginnings at Lakewood Lakewood CA
42. Brawner North Mental Health System Smyrna GA
50. Fenwick Hall Johns Island SC
59. Laurel Oaks Residential Treatment Center Orlando FL
</TABLE>

<PAGE>
Subsidiaries to sell to the applicable Buyer Subsidiaries, such Facilities
together with related assets (the "TRANSACTIONS").

C. Buyer and Seller are simultaneously with the execution of this
Agreement entering into a separate asset sale agreement (the "FIRST FACILITIES
AGREEMENT") in respect of the other inpatient, outpatient and substance abuse
recovery facilities, residential treatment centers and medical office buildings
also identified in SCHEDULE A-2 (the "FIRST FACILITIES").

ARTICLE 1
DEFINITIONS

Section 1.1 CERTAIN DEFINED TERMS. For purposes of this Agreement, the
following terms shall have the following meanings:

"Cost Report" means the cost report required to be filed, as of the
end of a provider cost year or for any other period, with cost-based Payors with
respect to cost reimbursement.

- 2 -
<PAGE>

"knowledge" of a party shall mean the best of the knowledge of any
person who serves as of the date of this Agreement as a duly elected officer of
such party.

"Licenses" shall mean certificates of need, accreditations,
registrations, licenses, permits and other consents or approvals of governmental
agencies or accreditation organizations.

"Payor" shall mean Medicare, Medicaid, CHAMPUS and Medically Indigent
Assistance programs, Blue Cross, Blue Shield or any other third party payor
(including an insurance company and self-insured employer), or any health care
provider (such as a health maintenance organization, preferred provider
organization, peer review organization, or any other managed care program).

- 3 -
<PAGE>

"Schedule" shall mean a schedule from the master set of schedules and
attachments developed for this Agreement and the First Facilities Agreement and
which is listed in the Table of Contents for this Agreement. The parties agree
that to the extent information in a schedule from the master set of schedules
and attachments is listed by a facility name and/or by a facility number, such
schedule shall, for purposes of this Agreement, be deemed to include only the
information contained therein that is related to the Subsequent Facilities,
unless this Agreement expressly refers to information contained therein that is
related to the First Facilities.

"Taxes" shall mean (i) all federal, state, county and local sales,
use, property, recordation and transfer taxes, (ii) all state, county and local
taxes, levies, fees, assessments or surcharges (however designated, including
privilege taxes, room or bed taxes and user fees) which are based on the gross
receipts, net operating revenues or patient days of a Facility for a period
ending on, before or including the relevant Closing Date (as defined in
SECTION 2.13) or a formula taking any one of the foregoing into account, and
(iii) any interest, penalties and additions to tax attributable to any of the
foregoing, but shall not include income and other taxes described in SECTIONS
2.4(a) and (b).

Section 1.2 INDEX OF OTHER DEFINED TERMS. In addition to those terms
defined above, the following terms shall have the respective meanings given
thereto in the sections indicated below:

Defined Term Section
------------ -------

Account Parties 2.9(b)
Accrued Operating Assets 2.5(b)

- 4 -
<PAGE>

Accrued Operating Expenses 2.3(g)
Acquired Acute Hospitals 6.8(c)
Acquisition Date 6.8(c)
Acute Hospitals 6.8(b)(iii)
Adjustment Sections 2.14
Agreement Preamble
Allocation Schedule 2.7
Assumed Contracts 2.3(a)
Assumed Guaranties 2.3(a)
Assumed Liabilities 2.3
Balance Sheet 3.17(b)
Buyer Preamble
Buyer Subsidiary Preamble
Charter Documents 3.4
Claim Notice 11.6
Closing Date 2.13
COBRA 2.10(d)
Code 3.11
Collection Fee Base 2.9(f)
Combined Receivables 3.17(d)
Combined Subsidiaries 3.17(a)
Competing Business 6.8(a)
Consents 8.5
Consultant 6.2(b)
Contingent Contract 2.18
Cost Report Settlements 2.2(i)
Covenant Period 6.8(d)
Covered Facilities 6.8(b)(ii)
Covered Parties 6.8(a)
Deductible Amount 11.3(b)(i)(B)
Document Retention Period 5.7(b)
EBITDA 3.17(a)
EBITDA Statements 3.17(a)
Eligible Receivables 2.9(b)(ii)
Employee Benefit Arrangements 3.26(c)
Environmental Survey 6.2(b)
Equipment 2.1(d)
ERISA 2.10(a)
Escrow Agent 2.13(f)
Estimated Net Book Values 2.6(a)
Excess Interim Payments 2.1(l)

- 5 -
<PAGE>

Excluded Assets 2.2
Excluded Liabilities 2.4
Exempted Competing Business 6.8(c)
Facilities Recitals
Final Closing 2.13
Final Closing Date 2.13
Final Net Book Values 2.6(c)
Financial Schedule 3.17(b)
First Closing 2.13
First Facilities Recitals
First Facilities Agreement Recitals
Hired Employees 2.10(c)
Hospital Records 5.7(a)
HSR Act 3.4
Indemnitee 11.5
Indemnitor 11.5(a)
Insurance Program 6.10
Intercompany Transactions 2.1(f)(y)
Interim Net Book Values 2.6(b)
Inventory 2.1(e)
JCAHO 3.20
Leased Real Property 2.1(b)
Loan Commitment Agreements 2.1(f)
Loan Commitment Notes 2.1(f)
Losses 11.3(a)
Manuals 2.11(b)
Material Adverse Effect 3.4
Multiemployer Plans 2.10(a)
Net Book Values 2.5(b)
1993 EBITDA 2.13(b)
Other Assigned Contracts 2.1(f)
Original Closing Date 2.14
Owned Real Property 2.1(a)
Paid Time Off 2.3(c)
Panel 2.14
Patient Records 5.7(a)
Pension Plans 2.10(a)
Permitted Encumbrances 3.8(a)
Permitted Expansions 6.8(b)(iv)
Prepayments 2.1(k)
Purchase Price 2.5

- 6 -
<PAGE>

Real Property Leases 2.1(b)
Receivables 2.1(l)
Related Agreements 3.4
Reorganization 6.8(b)(v)
Retained Employees 2.10(b)(iii)
Schedule of Required Consents 2.12(c)
Scheduled Closing 2.13
Second Closing 2.13
Seller Preamble
Specified Acute Hospital 6.8(c)
Specified Capacity 6.8(a)
Straddle Patients 2.9(c)
Straddle Patient Payments 2.9(c)(ii)
Subject Transferred Assets 2.13
Subsequent Facilities Recitals
Subsidiaries Recitals
TEFRA 2.9(c)(ii)
Tentative Purchase Price 2.6(a)
Termination Date 10.1(b)
Third Party Claims 11.5(a)
Title Insurer 8.7
Title Policies 8.7
Transactions Recitals
Transferred Business Names 2.1(h)
Trigger Amount 11.3(b)(i)(B)
Unusual Proceedings 3.14
Venture Agreements 2.1(c)
Ventures 2.1(c)
WARN Act 2.10(e)
Working Capital Adjustment Date 2.6(c)

- 7 -
<PAGE>

ARTICLE 2
BASIC TRANSACTIONS

- 8 -
<PAGE>

(d) All of the Subsidiary's right, title and interest in and to fixed
machinery and equipment, other fixtures and fittings, moveable plant, machinery,
equipment and furniture, trucks, tractors, trailers and other vehicles, tools
and other similar items of tangible personal property (collectively "EQUIPMENT")
(i) that are not consumed, disposed of or held for sale or as inventory in the
ordinary course of business, (ii) that are used, owned, held or leased by the
Subsidiary as of the relevant Scheduled Closing, and (iii) that are used in and
necessary for the conduct of the operations of the Facilities.

(f) All of the Subsidiary's right, title and interest in and to all
written contracts and agreements (the "OTHER ASSIGNED CONTRACTS") to which the
Subsidiary is a party at the relevant Scheduled Closing, other than the Real
Property Leases and the Venture Agreements, (i) that are listed on SCHEDULE
2.1(f), (ii) pursuant to which the Subsidiary paid or received less than $25,000
during its last fiscal year or pursuant to which it expects to pay or receive
less than $25,000 during its current fiscal year, or (iii) with respect to Other
Assigned Contracts not described in clauses (i) or (ii) above, for which Buyer
has not provided Seller with written notice of its rejection of such contract or
agreement within sixty (60) days following the relevant Scheduled Closing,
PROVIDED THAT the Other Assigned Contracts shall not include any contract or
agreement that relates to or covers healthcare facilities or operations of
Seller other than the Facilities that are being sold, assigned, transferred or
conveyed at such relevant Scheduled Closing except to the extent the portion of
such contract or agreement related to such Facilities may be assigned together
with the sale, assignment, transfer or conveyance of such Facilities. SCHEDULE
2.1(f) contains a list by Facility of the following categories of Other Assigned
Contracts pursuant to which a Subsidiary paid or received $25,000 or more during
its last fiscal year or expects to pay or receive $25,000 or more during its
current fiscal year: construction contracts relating to construction work-in-
progress at the Facilities; Equipment

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leases (whether operating or capitalized leases) and installment purchase
contracts where the annualized lease or installment payments exceed $25,000;
contracts or arrangements binding on a Facility which contain any covenant not
to compete or otherwise significantly restrict the nature of the business
activities in which the Facility may engage; provider agreements with Payors
other than Medicare and Medicaid (as defined in SECTION 1.1); bridge and other
loan commitment agreements (the "LOAN COMMITMENT AGREEMENTS") pursuant to which
a Subsidiary has agreed to provide advances or income guarantees from time to
time to lessors or sublessors under the Real Property Leases or to healthcare
professionals, groups or entities providing services to the Facilities, together
with promissory notes (the "LOAN COMMITMENT NOTES") evidencing amounts owed to
the Subsidiary as a result of any such advances or guarantees; agreements with
healthcare professionals; leases as lessor or sublessor; and any other contracts
in force pursuant to which the Subsidiary paid or received over $25,000 during
its last fiscal year or expects to pay or receive $25,000 or more during its
current fiscal year. Notwithstanding the foregoing, the Other Assigned
Contracts shall not include and SCHEDULE 2.1(f) need not contain:

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(h) All of the Subsidiary's right, title and interest in and to the
business names set forth in SCHEDULE 2.1(h) the "TRANSFERRED BUSINESS NAMES").

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equipment purchase agreement, consulting agreement or agreement for
architectural and engineering services.

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Section 2.2 EXCLUDED ASSETS. The following properties and assets (the
"EXCLUDED ASSETS") are not included in Transferred Assets:

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(d) The rights of Seller or of any Subsidiary to receive mail and
other communications addressed to any of them with respect to Excluded Assets or
Excluded Liabilities.

(e) Subject to the provisions of SECTION 5.7, any and all business
and patient records of or related to the operation of the Facilities, whether or
not maintained at or by the Facilities.

(h) Subject to SECTIONS 2.17 and 6.7, any and all rights respecting
computer and data processing hardware or firmware that is proprietary to Seller
or any Affiliate of Seller, and any computer and data processing hardware or
firmware, whether or not located at a Facility, that is part of a computer
system the central processing unit for which is not located at a Facility.

(j) (i) All amounts due to the Subsidiaries arising from Intercompany
Transactions, (ii) assets that are the subject of the First Facilities
Agreement, and (iii) such other assets, if any, specifically described in
SCHEDULE 2.5(j) and assets which would be Transferred Assets except for the
operation of SECTIONS 2.12, 6.2(c), 8.5, 8.7 or 9.5 or other provisions of this
Agreement.

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<PAGE>

(k) All "800" telephone lines and related Equipment and contract
rights and all advertising containing any name other than a Transferred Business
Name.

Section 2.3 ASSUMED LIABILITIES. Subject to the terms and
conditions set forth in this Agreement, Buyer shall assume and pay, discharge
and perform as and when due ONLY the following obligations and liabilities of
Seller and the Subsidiaries and no others (the "ASSUMED LIABILITIES"), as such
obligations and liabilities may exist at the time they are assumed by Buyer in
accordance with the terms hereof:

(a) All liabilities and obligations of the Subsidiaries which pertain
to or are to be performed during the period following the relevant Closing Date,
and which arise under any contract, license, permit, agreement, arrangement,
understanding or undertaking included in the Transferred Assets, including the
Real Property Leases, the Venture Agreements, the Other Assigned Contracts and
the Licenses, and any obligation or liability (the "ASSUMED GUARANTEES") of
Seller or any Affiliate of Seller (including letters of credit and performance
bonds) which is in the nature of a guaranty of the foregoing (together, the
"ASSUMED CONTRACTS"), including without limitation, the capitalized lease
liabilities and obligations of the Facilities listed on SCHEDULE 2.3(a).

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<PAGE>

(c) All obligations and liabilities to any Hired Employee for paid
time off that is vested and with respect to which the Hired Employee would be
entitled to payment upon termination of his or her employment with Seller or an
Affiliate of Seller (including, for all purposes of this Agreement, "old paid
days leave," "paid time off", sick leave and vacation pay to the extent that
they are vested rights that are subject to payment upon termination of
employment; collectively, "PAID TIME OFF") through the relevant Closing Date in
accordance with the employment policies of Seller and its Affiliates as they
exist on the date of this Agreement; PROVIDED that if Seller satisfies any
portion of such obligations and liabilities existing at the relevant Scheduled
Closing by payment to a Hired Employee, then such payment shall be treated as a
reduction of Accrued Operating Expenses (as defined in SECTION 2.3(g)).

(d) Without limiting Seller's representations and warranties
contained in ARTICLE 3 or Buyer's rights under ARTICLE 11 for a breach thereof,
all liabilities and obligations respecting any changes or improvements needed to
the Facilities for them to be in material compliance following the relevant
Scheduled Closing with respect to such Facilities with safety, building, fire,
land use, access (including without limitation the Americans With Disabilities
Act) or similar Laws (as defined in SECTION 1.1) respecting the physical
condition of the Facilities.

(e) All liabilities and obligations respecting employee matters
assumed by Buyer pursuant to the provisions of SECTION 2.10.

(f) Any liability or obligation which becomes an Assumed Liability by
operation of SECTION 2.4(i) and such other liabilities and obligations
pertaining to the Facilities, if any, specifically described in SCHEDULE 2.3(f).

(g) Any accrued and unpaid liabilities (whether or not due) of the
Subsidiaries in existence on the relevant Scheduled Closing Date which relate to
the Facilities, which were incurred in the ordinary course of the operation of
the Facilities and which represent (i) trade payables incurred to suppliers of
goods and services; (ii) water, gas, electricity and other utility charges;
(iii) license fees; (iv) rent, common area maintenance charges, operating
expenses and other charges arising under the Real Property Leases; (v) insurance
premiums (but only with respect to policies that will be continued in force by
Buyer after the relevant Scheduled Closing); (vi) salaries and other payroll
costs respecting Hired Employees

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accrued in accordance with the normal accounting practices of Seller and the
Subsidiaries (but not including bonuses or other incentive compensation or
accrued benefits with respect to benefit plans that are not assumed by Buyer);
(vii) Taxes, except for Taxes referred to in SECTION 5.5 relating to expenses of
the Transactions and payroll taxes respecting employees who are not Hired
Employees; and (viii) similar liabilities incurred in the ordinary course of the
operation of the Facilities and customarily recorded as a current liability,
other than the current portion of long-term liabilities and obligations (the
liabilities referred to in this SECTION 2.3(g), together with the liabilities
and obligations for Paid Time Off assumed under SECTION 2.3(c), being herein
referred to as "ACCRUED OPERATING EXPENSES").

(a) Subject to SECTION 5.5 respecting certain expenses incurred in
connection with the Transactions, any of Seller's or any of the Subsidiaries'
(or their respective Affiliates') liabilities or obligations (including, but not
limited to, any liabilities or obligations under any tax sharing agreements)
with respect to franchise taxes and with respect to foreign, federal, state or
local taxes imposed upon or measured, in whole or in part, by the income for any
period of Seller and/or such Subsidiaries or any member of a combined or
consolidated group of companies of which Seller and/or such Subsidiaries are, or
were at any time, a part, or with respect to interest, penalties or additions to
any of such taxes, and any income, franchise, tax recapture, transfer tax, sales
tax or use tax that may arise upon consummation of the transactions
contemplated by this Agreement and be due or payable by Seller or any
Subsidiary, it being

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understood that Buyer shall not be deemed to be Seller's or any Subsidiary's
transferee with respect to any such tax liability.

(f) Liabilities or obligations of Seller or a Subsidiary under any
Assumed Contract which would be included in the Transferred Assets but for the
provisions of SECTION 2.12, unless Buyer is provided with the benefits
thereunder as contemplated in SECTION 2.12.

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(k) Amounts due from the Subsidiaries arising from Intercompany
Transactions.

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<PAGE>

Section 2.5 PURCHASE PRICE. The purchase price (the "PURCHASE PRICE") in
the aggregate for all of the Transferred Assets shall be equal to the sum of (a)
Fifty-Two Million Four Hundred Two Thousand Dollars ($52,402,000), subject to
such adjustments, if any, as may occur pursuant to Sections 2.12, 2.14, 6.2(c),
8.5, 8.7, or 9.5 or other provisions of this Agreement, including the book value
as of the relevant Scheduled Closing of capitalized lease liabilities assumed
and the value of any assumption of debt pursuant to SECTION 2.4(i), PLUS (b) an
amount equal to the net book values as of the relevant Scheduled Closing of the
Loan Commitment Notes, Inventory, Receivables and Prepayments (collectively,
"ACCRUED OPERATING ASSETS") included in the Transferred Assets LESS Accrued
Operating Expenses, plus (c) an amount (determined on the basis of the Venture's
balance sheet) equal to the net book value as of the relevant Scheduled Closing
of (i) the sum of each Venture's current assets and distributions payable to
partners or venturers, LESS (ii) the sum of each such Venture's current
liabilities, indebtedness for money borrowed and capitalized lease liabilities,
pro-rated in each case to the equity percentage in such Venture held by Seller
and the Subsidiaries (the amounts in clauses (b) and (c) being referred to as
the ("NET BOOK VALUES"). In addition, at the "First Closing" under this
Agreement, Buyer shall pay to Seller the sum of One Million Dollars ($1,000,000)
for the covenant not to compete described in SECTION 6.8. Notwithstanding
anything in this Agreement or in a Schedule hereto that might be construed to
the contrary, Net Book Values will not be reduced by Seller's retained liability
for Excess Interim Payments made by a Payor prior to the relevant Scheduled
Closing that are in excess of the net carrying value of the Receivables
transferred at such Scheduled Closing with respect to which such interim
payments are a credit against amounts that would otherwise be due from the
Payor.

(a) PAYMENT OF TENTATIVE PURCHASE PRICE. No less than five (5)
business days prior to each Scheduled Closing, Seller shall deliver to

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Buyer a certificate executed on the Seller's behalf by a responsible officer
setting forth the Seller's estimate of what the Net Book Values will be as of
such Scheduled Closing for the Subject Transferred Assets (as defined in SECTION
2.13) (the "ESTIMATED NET BOOK VALUES"), and additionally setting forth (i) the
Net Book Values for the Subject Transferred Assets recorded by Seller as of the
most recent month-end prior to the delivery of such certificate for which data
is available, and (ii) the methodology used by Seller for updating changes in
Net Book Values since such month-end data to arrive at such estimate. All
determinations made with respect to the Net Book Values shall be based upon the
internal records of, and the valuation methods customarily used by, Seller and
the Subsidiaries, absent error, and consistent with generally accepted
accounting principles with respect to the recording and accruing of the types of
assets and liabilities included in Net Book Values. On the terms and subject to
the conditions contained in this Agreement, at each Scheduled Closing Buyer
shall pay to Seller, in the manner set forth herein, an amount equal to (iii)
the portion of the Purchase Price arising under SECTION 2.5(a) (including any
debt assumptions pursuant to SECTION 2.4(i) due at such Scheduled Closing as
calculated on the basis of the values assigned to the pertinent Subject
Transferred Assets in the Allocation Schedule (as defined in SECTION 2.7) PLUS
(iv) an amount equal to one hundred percent (100%) of the Estimated Net Book
Values related to the Subject Transferred Assets, (the sum of clauses (iii) and
(iv) being referred to as the "TENTATIVE PURCHASE PRICE"), LESS (v) the book
value of any capitalized leases assumed at such Scheduled Closing, LESS (vi) the
value of any debt assumed pursuant to SECTION 2.4(i) at such Scheduled Closing.

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Buyer within thirty (30) days of its receipt of same, then it shall be deemed
accepted by Buyer. If it is so challenged, then, unless otherwise resolved by
agreement of the parties within thirty (30) days from the date of Buyer's
challenge or such later date as the parties may mutually agree upon, such
disagreement shall be mutually submitted by the parties to their respective
independent certified public accountants for resolution. If such accountants
cannot resolve the disagreements within thirty (30) days of such submission,
then they shall submit the matter to a third accounting firm of national
standing selected by them, whose determination shall be final and binding, and
shall be rendered within thirty (30) days of the date on which the matter is
submitted to such firm. Any such third accounting firm shall determine the
issues in dispute following such procedures, consistent with the language of
this Agreement, as it deems appropriate to the circumstances and with reference
to the amounts in issue. No particular procedures are intended to be imposed
upon such third accounting firm, it being the desire of the parties that any
such dispute shall be resolved as expeditiously and inexpensively as reasonably
practicable. In the event that the Interim Net Book Values differ from the
Estimated Net Book Values, whether determined on the basis of the schedule
prepared by Seller, or agreement of the parties, or decision by independent
public accountants, as the case may be, then and in such event, within five (5)
business days following such determination of the Interim Net Book Values,
either Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may
be, in immediately available funds, the amount by which the Interim Net Book
Values differs from the Estimated Net Book Values. The pendency of a dispute
shall not affect the payment obligation hereunder of either Buyer or Seller to
the extent such payment is not disputed.

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to collect Receivables and the Ventures' ability to collect their accounts
receivable in existence as of the relevant Closing Date, on or before the
Working Capital Adjustment Date, in excess of the carrying value therefor as of
the relevant Closing Date net of reserves, and by Buyer's or a Venture's receipt
of Excess Interim Payments, (iii) Buyer's inability to collect Receivables and
the Ventures' inability to collect their accounts receivable in existence as of
the relevant Closing Date, on or before the Working Capital Adjustment Date, in
accordance with their net carrying values as of the relevant Closing Date, and
(iv) Buyer's ability to pay Accrued Operating Expenses and the Ventures' ability
to pay similar expenses of the Venture at less than their book value as of the
relevant Closing Date or Buyer's or the Ventures' payment of the same at more
than their book value as of the relevant Closing Date to the extent legally
required to do so. For purposes of any such calculation, (v) the accuracy of
Seller's or the Ventures' accrual for real and personal property taxes shall be
based upon the last notice of tax assessment respecting such property prior to
the relevant Scheduled Closing that does not reflect the Transactions
contemplated to occur at the relevant Scheduled Closing, (vi) variable or
undetermined charges arising under Real Property Leases shall be accrued as of
the relevant Scheduled Closing on an historical basis, (vii) payments received
on account of Receivables shall be applied in accordance with SECTIONS 2.9(b)
and (c) and (viii) expenses for such items as real and personal property taxes,
utility charges, charges arising under leases, insurance premiums and the like
shall be pro-rated as of the relevant Scheduled Closing. In the event that
Buyer elects to reassign to Seller any Loan Commitment Notes on or prior to the
relevant Working Capital Adjustment Date, then the Final Net Book Values shall
be deemed to be further reduced by an amount equal to the uncollected portion
thereof, in which case Buyer shall execute such documents of reassignment as are
reasonably satisfactory to Seller and such Loan Commitment Notes as are
reassigned shall thereafter to be deemed to be Excluded Assets. Any dispute
concerning Buyer's calculation of the Final Net Book Values that is unresolved
for thirty (30) days shall be submitted for resolution by the parties'
independent certified public accountants in accordance with the procedures
contained in SECTION 2.6(b). Within five (5) business days following
determination of the Final Net Book Values for a Scheduled Closing, either Buyer
shall pay to Seller, or Seller shall pay to Buyer, as the case may be, in
immediately available funds, the amount by which the Final Net Book Values
differ from the Estimated Net Book Values, as adjusted for payments, if any, on
account of the Interim Net Book Values. The pendency of a dispute shall not
affect the

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payment obligation hereunder of either Buyer or Seller to the extent such
payment is not disputed.

Section 2.7. ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be
allocated to the Transferred Assets on a Facility by Facility basis in
accordance with SCHEDULE 2.7 (as the same will, pursuant to the First Facilities
Agreement, be amended with respect to the First Facilities, the "ALLOCATION
SCHEDULE"), except that the portion of the Purchase Price attributable to the
Net Book Values shall be allocated in accordance with the amounts actually paid
therefor in accordance with the provisions of SECTIONS 2.5(b) and (c). Seller
and Buyer shall, and Seller shall cause the Subsidiaries to, allocate the
Purchase Price in accordance with the Allocation Schedule and allocate the Net
Book Values portion thereof in accordance with the amounts paid therefor, to be
bound by such allocations for all purposes, to account for and report the
purchases and sales contemplated hereby for all purposes (including, without
limitation, financial, accounting, Medicare reimbursement and federal and state
tax purposes) in accordance with such allocations, and not to take any position
(whether in financial statements, Cost Reports, tax returns, Cost Report or tax
audits, or otherwise), including without limitation any claim to an adjustment
in the basis of such assets by Buyer or its successors and assigns for Medicare
purposes which is inconsistent with such allocations without the prior written
consent of the other party, except to the extent, if any, required by applicable
Law or generally accepted accounting principles.

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Section 2.8. CONTINGENT LEASE OBLIGATIONS. With respect to each Real
Property Lease for which Seller or a Subsidiary remains or will remain
contingently liable after the relevant Scheduled Closing as lessee, sublessee,
guarantor or assignor, Buyer hereby agrees to exercise its best efforts:

Section 2.9. REMITTANCES AND RECEIVABLES.

(a) IN GENERAL.

(i) All remittances, mail and other communications relating
to the Excluded Assets or Excluded Liabilities received by Buyer or a Buyer
Subsidiary at any time after a relevant Scheduled Closing shall be promptly
turned over by Buyer to the addressee thereof, or if the addressee is no
longer affiliated with Seller, to Seller, and pending such delivery, Buyer
shall have no interest in the same and shall hold such remittances, mail
and other communications in trust for the benefit of Seller and the
Subsidiaries. All remittances, mail and other communications relating to
the Transferred Assets or the Assumed Liabilities received by Seller or any
Subsidiary at any time after the relevant Scheduled

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Closing at which such Transferred Assets are transferred and such Assumed
Liabilities are assumed by Buyer shall be promptly turned over by Seller or
such Subsidiary to the addressee thereof, or if the addressee is no longer
affiliated with Buyer, to Buyer, and pending such delivery, Seller or such
Subsidiary shall have no interest in the same and shall hold such
remittances, mail and other communications in trust for the benefit of
Buyer.

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(b) RECEIVABLES.

(ii) On the tenth day of the first month that begins at
least thirty (30) days after a Scheduled Closing, on the tenth day of each
month thereafter until the Working Capital Adjustment Date with respect to
such Scheduled Closing, and on the tenth day following such Working Capital
Adjustment Date, Buyer shall execute appropriate instruments of assignment
to re-assign back to Seller, and shall turn over to Seller all evidences of
and documents pertaining to, any Receivable which, as of the end of the
immediately preceding month and/or such Working Capital Adjustment Date, as
the case may be, was uncollected and which either (A) is a Receivable in
respect of a non-Medicare patient as to which Buyer has decided to cease
collection activity, or (B) is a Receivable in respect of a non-Medicare
patient which, as of such month end or such Working Capital Adjustment
Date, has remained unpaid for a period of at least one hundred eighty (180)
days following the date of such patient's discharge from a Facility, (C) is
a Receivable in respect of a Medicare patient which relates to amounts that
represent such patient's deductible or co-insurance obligations, and which,
as of such month end or Working Capital Adjustment Date, has remained
unpaid for a period of at least one hundred eighty (180) days following the
date after which the patient is first billed, or (D) is a Receivable from
Medicare in respect of a Medicare patient for which payment has been denied
by Medicare PROVIDED that Buyer has filed a request for reconsideration
within the period required. Such Receivables which are eligible to be
turned over to Seller are herein referred to as "ELIGIBLE RECEIVABLES."
Any Eligible Receivable that is assigned back to Seller within thirty (30)
days following the first opportunity to do so

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under the provisions of this CLAUSE (ii) shall, for purposes of the
adjustments contemplated by SECTION 2.6(c), be deemed to have not been
collected by Buyer, and any Eligible Receivable that is NOT so assigned
back to Seller within thirty (30) days following the first opportunity to
do so under the provisions of this CLAUSE (ii) shall, for purposes of the
adjustments contemplated by SECTION 2.6(c), be deemed to have been
collected by Buyer. With respect to any such Eligible Receivable re-
assigned back to Seller, Seller and the Subsidiaries shall be free to
institute such collection efforts, including, without limitation,
initiating such legal proceedings, with respect thereto as they shall, in
their sole discretion determine.

(i) CUT-OFF BILLINGS. Seller shall, or shall cause the
Subsidiaries to, prepare cut-off billings for all Straddle Patients as of
the close of business on the relevant Closing Date. All payments (other
than Excess Interim Payments) which are received by Buyer (to its
successors in interest or assigns) after the relevant Closing Date with
respect to Straddle Patients and which relate to such cut-off billings
shall constitute Receivables for purposes of calculating the Tentative
Purchase Price and the Interim Net Book Values for such Scheduled Closing.

(ii) CUT-OFF BILLINGS NOT ACCEPTED. If the Payor of any
Straddle Patient cannot or does not for any reason accept cut-

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off billings, then Buyer shall notify Seller of same, and Seller shall, or
shall cause the Subsidiaries to, deliver to Buyer a statement calculating
the total charges made by Seller and the Subsidiaries for services rendered
and medicine, drugs and supplies provided through the relevant Closing Date
with respect to such Straddle Patient. Within ten (10) days following the
discharge of each such Straddle Patient, Buyer shall deliver to Seller a
statement reflecting the total charges for the services rendered and
medicine, drugs and supplies billed to such Straddle Patient after the
relevant Closing Date and the patient receivable (the "STRADDLE PATIENT
PAYMENTS") of Buyer with respect to such Straddle Patient (including any
cost per discharge limit imposed by the Tax Equity and Fiscal
Responsibility Act of 1982, as amended ("TEFRA") and all deductibles and
co-insurance payments). For purposes of calculating the Find Net Book
Values for any Scheduled Closing, the pro rata share of the Straddle
Patient Payments which shall be treated as a Receivable shall be equal to
the amount obtained by multiplying the Straddle Patient Payments by a
fraction, the numerator of which is the total charges of Seller and the
Subsidiaries with respect to such Straddle Patient through the relevant
Closing Date and the denominator of which is the total charges of Buyer,
Seller and the Subsidiaries with respect to such Straddle Patient. Seller
or Buyer, as may be applicable, may have such statements as submitted by
Buyer or Seller verified by their respective independent public accountants
within thirty (30) days from delivery. If such statements, as submitted by
Buyer or Seller, are acceptable, then such statements shall fix the value
of the services, medicine, drugs and supplies provided by Seller and the
Subsidiaries, on the one hand, and by Buyer, on the other, to each such
Straddle Patient. If any such statement is challenged by Seller or Buyer,
then unless otherwise resolved by agreement of the parties within thirty
(30) days of any such challenge, such statement shall be deemed in dispute,
which dispute shall be resolved by the parties' independent certified
public accountants. If such accountants cannot resolve the matter within
thirty (30) days, then it shall be submitted by them to a third accounting
firm in accordance with the procedures contained in SECTION 2.6(b). If
Seller or Buyer does not give written notice to the party preparing the
statement of its challenge of such statement within the first said thirty
(30) day period, the receiving party shall be deemed to have accepted the
same.

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(e) NON-ASSIGNABLE RECEIVABLES. Notwithstanding anything in this
Agreement that might be construed to the contrary, this Agreement shall not
constitute an agreement to assign any Receivable (including any Receivable
respecting a Straddle Patient) the assignment of which is either prohibited by
Law or by the terms of any contract with a Payor. However, without limiting the
generality of the foregoing, the Net Book Value of such non-assignable
Receivables shall be included in the Net Book Values for all purposes of this
Agreement, including, but not limited to, SECTIONS 2.5 through SECTION 2.7 and
this SECTION 2.9, as modified by the provisions of this SECTION 2.9(e). That
portion of the Purchase Price which, but for the provisions of this SECTION
2.9(e), would otherwise be attributable to the Net Book Value of such
non-assignable Receivables shall be deemed to be a loan from Buyer to Seller and
to the pertinent Subsidiary that will be repaid from the proceeds of such
Receivables collected and held by Buyer and from the adjustments to Estimated
Net Book Values contemplated by SECTIONS 2.6, 2.9(b), and 2.9(c). All procedures
and requirements specified herein (including, without limitation, Buyer's
obligations under SECTION 2.9(b)) for the collection of Receivables (including
any Receivables in respect of a Straddle Patient) shall be fully applicable to
such non-assignable Receivables, except that (i) Buyer shall be deemed to
collect and hold the proceeds of such non-assignable Receivables as agent for
the Seller and the Subsidiaries and shall apply such proceeds to the repayment
of such loan, and (ii) any provision herein that would otherwise require or
provide for Buyer's "reassignment" of a Receivable (including an Eligible
Receivable) that is

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<PAGE>

non-assignable to Buyer in the first instance shall be construed to require or
provide that Buyer, as agent for Seller and the Subsidiaries, return pertinent
documentation respecting such Receivable to Seller and the Subsidiaries to
permit collection of such Receivable by them (in accordance with such collection
efforts and procedures as they, in their sole discretion, shall determine).

(f) COLLECTION FEE.

(i) Buyer shall be entitled to a collection fee equal to fifteen
percent (15%) of the sum of the following amounts (the "COLLECTION FEE
BASE"):

(A) Cash collected, or deemed, under the provision of this
Agreement, to be collected by Buyer after a relevant Scheduled Closing
in respect of (1) Receivables included in the Net Book Values that are
acquired by Buyer at such Scheduled Closing, excluding Receivables
that Buyer or a Buyer Subsidiary assigns or entrusts at or after such
Scheduled Closing to an Affiliate of Seller for purposes of collection
and (2) Excess Interim Payments; and

(B) Cash remitted to a Facility after the relevant
Scheduled Closing by any collection agency (excluding an Affiliate of
Seller) with respect to accounts receivable that were assigned to such
agency prior to such Scheduled Closing and that would be Receivables
but for the provisions of paragraph 6 of SCHEDULE 2.2(i), PROVIDED
THAT for purposes of calculating the collection fee, such cash
remitted shall be deemed to be net of any collection agency discounts,
fees and charges.

Five (5) days prior to each Scheduled Closing, Buyer and Seller shall in
good faith agree upon an estimate of Excess Interim Payments for each
Facility included in such Scheduled Closing. Absent manifest error, such
estimates shall be binding on Buyer and Seller. Fifteen percent (15%) of
the total of such estimates for all Facilities included in each Scheduled
Closing (the "Credit Amount") shall be credited against amounts due from
Seller to Buyer as provided in Section 2.9(f)(ii).

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(ii) On the tenth day of the first month that begins at least
sixty (60) days after a Scheduled Closing, on the tenth day of every other
month thereafter until the Working Capital Adjustment Date and on the
tenth day following the Working Capital Adjustment Date, Buyer shall submit
a report to Seller as of the nearest month-end specifying in reasonable
detail its calculation of the Collection Fee Base for the period covered by
such report. Within five (5) business days following receipt of each such
report, Seller shall pay to Buyer, by wire transfer of immediately
available funds, the collection fee due with respect to the Collection Fee
Base covered by such report less the amount of any Credit Amount not
previously used to offset amounts due under this provision. Any Receivable
for which a collection fee is so paid shall, to the extent of such
Receivable on which such a fee is paid, no longer qualify as an Eligible
Receivable.

Section 2.10 EMPLOYEE MATTERS.

(a) PENSION PLANS. SCHEDULE 2.10(a) lists all "employee pension
benefit plans" ("PENSION PLANS") within the meaning of Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") in which
Retained Employees (as defined in SUBSECTION (b) below) directly employed to
work at the Facilities participate. Seller shall, or shall cause the
Subsidiaries to, (i) terminate as of the relevant Closing Date the active
participation of all such employees in the Pension Plans who constitute Hired
Employees, (ii) cause the Pension Plans to make timely appropriate distributions
following the relevant Closing Date, to the extent required, to such employees
in accordance with, and to the extent permitted by, the terms and conditions of
such Pension Plans, and (iii) in connection with the termination of the active
participation of all such employees in such Pension Plans, comply, and cause
each Pension Plan to comply, with all applicable Laws. Prior to the relevant
Closing Date, Seller shall have delivered to Buyer, for information purposes
only, forms of any letters or other written communications which Seller or the
Subsidiaries shall distribute generally to such employees notifying them of
their rights in respect of their cessation of active participation in the
Pension Plans. There are no "multiemployer plans" within the meaning of Section
3(37) of ERISA ("MULTIEMPLOYER PLANS") in which Retained Employees directly
employed to work at the Facilities participate.

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(b) RETAINED EMPLOYEES.

(i) Buyer shall have the right to offer to hire at each
Scheduled Closing each of the direct employees of Seller or an Affiliate of
Seller, who is not a Facility's chief executive or chief financial officer
and who, as of such Scheduled Closing, works at the Facilities (including
any such direct employees who are on medical disability or leaves of
absence and who worked at the Facilities immediately prior to such
disability or leave) included in the Subject Transferred Assets, PROVIDED
that Buyer may not offer to hire those employees covered by this clause
(i), if any, who are designated by Seller at least five (5) days prior to
the relevant Scheduled Closing and PROVIDED FURTHER that Buyer shall extend
offers of employment to a sufficient number of employees at each Facility
so as to avoid any liability on the part of Seller and the Subsidiaries
under the WARN Act (as defined in SECTION 2.10(e)) with respect to the
Transactions contemplated hereby. Seller will advise Buyer of the number of
employees terminated at each Facility during the ninety (90) day period
preceding the relevant Scheduled Closing.

(iii) All such direct and indirect employees to whom Buyer has
the right to make offers of employment pursuant to clauses (i) or (ii)
above are herein referred to as the "RETAINED EMPLOYEES."

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(iv) Any such offer of employment to a Retained Employee by
Buyer shall be to perform comparable services, in such position and for
such compensation as is comparable to the position such Retained Employee
held with, and the compensation paid to such Retained Employee by, Seller
or any of its subsidiaries as of the Scheduled Closing. Seller or its
Affiliates shall have the right (but not the obligation) to employ or offer
to employ any Retained Employee (including, but not limited to, the chief
executive officer and the chief financial officer of each Facility
without regard to the provisions of SECTION 2.10(b)(ii)(B)) who declines
Buyer's offer of employment.

(c) HIRING OF RETAINED EMPLOYEES. Buyer shall hire at each Scheduled
Closing each Retained Employee who elects to accept employment with Buyer (the
"HIRED EMPLOYEES") and shall continue to employ each such Hired Employee for a
period of no less than ninety (90) days following the relevant Closing Date,
unless the employment of such Hired Employee is terminated for cause or as a
result of the Hired Employee's resignation. Subject to the proviso to SECTION
2.3(c), Buyer agrees to give the Hired Employees full credit for the Paid Time
Off earned or accrued by them during, and to which they are entitled as a result
of, their employment by Seller and/or its subsidiaries, by allowing such Hired
Employees such Paid Time Off as to which such Hired Employees would have been
entitled as of the relevant Closing Date under the policies of Seller and/or its
subsidiaries if such Hired Employees had remained employees of Seller and/or its
subsidiaries and, upon termination of employment, by making full payment to such
Hired Employees of the Paid Time Off that such employees would have received had
they taken such Paid Time Off.

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FURTHER, that Buyer may make modifications or changes in such health care
benefits at any time following a Scheduled Closing. Buyer acknowledges and
agrees that, with respect to the Hired Employees, Buyer is a successor employer
for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA"), that the Hired Employees will not, as a result, be deemed to
have had a termination of employment for purposes of COBRA and that any COBRA
notices or coverages required to be given or made available to any Hired
Employee shall be given or made by Buyer and not Seller or the Subsidiaries,
PROVIDED that Buyer does not assume, and shall not be deemed to have assumed,
any COBRA obligations which Seller or any Subsidiary may have to former
employees of Seller or such Subsidiary whose employment was terminated on or
prior to the relevant Closing Date, or to any Retained Employees who do not
accept employment with Buyer, and PROVIDED further that Seller shall be
responsible for any COBRA coverages required to be made available to any Hired
Employee who is entitled to COBRA coverage under existing plans of Seller or any
Subsidiary as a result of the Transactions.

(e) ACKNOWLEDGEMENT OF RESPONSIBILITY. Buyer acknowledges and agrees
that as of the date and time a Scheduled Closing is effective, Buyer shall be
considered for purposes of the Worker Adjustment and Retraining Notification Act
(the "WARN ACT") the employer of the Retained Employees related to the
Transferred Assets transferred at such Scheduled Closing and that Buyer (and not
Seller or the Subsidiaries) shall thereupon be responsible for complying with
the WARN Act with respect to such Retained Employees and that prior to such time
none of such Retained Employees shall be, nor shall they be deemed to be,
terminated. Buyer shall indemnify and hold Seller and its Affiliates harmless,
in accordance with SECTIONS 11.4, 11.5 and 11.6, from and against all Losses (i)
resulting from any compliance obligation (including, without limitation, the
obligation to give notice or pay money) that Seller and its Affiliates or Buyer
has under the WARN Act arising from the termination of any Retained Employee or
(ii) resulting from any claims of the Hired Employees (including, without
limitation, claims for health care coverage or benefits); PROVIDED, HOWEVER,
Buyer shall neither be responsible for, nor indemnify Seller and its Affiliates
for the consequences of any WARN event which may be caused by the actions of
Seller or its Affiliates with respect to employees whom Seller and its
Affiliates retain Pursuant to rights set forth in SECTION 2.10(b) above.

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SECTION 2.11 USE OF NAMES.

(b) Seller hereby grants to Buyer, for the period from the relevant
Closing Date through the expiration of the ninetieth day thereafter, the
non-exclusive right and license to use, solely in connection with the operation
of the Facilities transferred on such Closing Date, the clinical policy and
procedures manuals of Seller and/or the Subsidiaries (the "MANUALS") presently
used at such Facilities. Such license shall be on the following terms and
conditions:

(ii) Buyer agrees that Seller shall have no obligation
whatsoever to update or otherwise revise the Manuals, even if

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Seller or its Affiliates are revising similar manuals at other healthcare
facilities, and that Buyer shall have sole responsibility for updating and
revising such manuals;

(iv) Upon the termination of Buyer's use of the Manuals pursuant
to this Section, Buyer shall return to Seller all originals and copies of
the Manuals; and

(v) Buyer shall implement its own policy and procedure manuals
promptly following the relevant Closing Date, and in any event by the date
on which the license hereby granted to Buyer terminates.

(c) Notwithstanding the assignment to Buyer of the Transferred
Business Names, Seller and its Affiliates and their assignees shall have the
nonexclusive right to use such Transferred Business Names, consistent with past
practices, in connection with the operation of previously and currently operated
healthcare facilities of Seller and its Affiliates not included in the
Transferred Assets, and Buyer, on behalf of itself and each Buyer Subsidiary,
hereby grants Seller and its Affiliates and their assignees a fully paid-up,
perpetual right and license to use such Transferred Business Names in such
manner in connection with the operation of such facilities, such license to be
effective as of the relevant Scheduled Closing in which such Transferred
Business Names are assigned to Buyer and the Buyer Subsidiaries.

Section 2.12 NO ASSIGNMENT IF BREACH; SELLER'S DISCHARGE OF ASSUMED
LIABILITIES.

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Transferred Asset or Assumed Liability, as the case may be, shall be excluded
from the Transactions and shall be deemed to be an Excluded Asset or an Excluded
Liability, as the case may be, and Buyer and Seller shall negotiate in good
faith an equitable adjustment in the Purchase Price, or resolve any disagreement
respecting such adjustment, in accordance with the procedures of SECTION 2.14.

(b) Notwithstanding any other provision of this Agreement, during the
period between the date hereof and the relevant Scheduled Closing, Seller may,
for the purpose of facilitating consummation of the Transactions and with the
consent of Buyer (which will not be unreasonably withheld), cause any Subsidiary
to acquire a fixed asset, or any direct or indirect interest therein, that
results in the simultaneous discharge of all or any part of a liability that
exists as of the date hereof which, but for such acquisition, would be an
Assumed Liability; PROVIDED that in each such case it gives prompt notice of
such acquisition to Buyer. In the event of any such acquisition, Buyer and
Seller shall negotiate in good faith an equitable adjustment to the Purchase
Price, or resolve any disagreement respecting such adjustment, in accordance
with the procedures of SECTION 2.14.

(c) The provisions of SECTION 2.12(a) notwithstanding, neither Buyer
nor Seller shall be obligated to close with respect to a given Facility if any
private third party consent or authorization in respect of Transferred Assets
and Assumed Liabilities related to such Facility that is enumerated in
SCHEDULE 2.12(c) (the "SCHEDULE OF REQUIRED CONSENTS") is not obtained, unless
both Buyer and Seller waive in writing their respective conditions precedent
that such consent or authorization be obtained prior to the transfer of such
Facility. With respect to all other private third party consents or
authorizations with respect to such Facility that have not been obtained by the
relevant Scheduled Closing, if the parties have not entered into a cooperative
arrangement in respect of the Transferred Asset or Assumed Liability to which
such consent or authorization relates, then, subject to the provisions of
SECTION 2.18 regarding Buyer's right to reject certain contracts within sixty
(60) days following the Scheduled Closing at which such contracts are assigned
or purported to be assigned, (i) Buyer hereby agrees to accept the assignment of
any such pertinent Transferred Asset, and to assume any such pertinent Assumed
Liability, as the case may be, whether or not such assignment or assumption is
made subject to such consent or authorization being obtained after the relevant
Scheduled Closing, and (ii) the parties agree to

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continue to cooperate with one another, pursuant to the provisions of SECTIONS
5.2 and 5.3, to obtain any such requisite consent.

Section 2.13 CLOSINGS. All of Seller's and the Subsidiaries' right,
title and interest in a Facility and all other Transferred Assets and Assumed
Liabilities which relate to, or constitute a part of, a Facility shall be
transferred to Buyer or the applicable Buyer Subsidiaries at a "SCHEDULED
CLOSING" (as defined below). Subject to the terms and conditions hereof, the
Transferred Assets shall be transferred to Buyer at one of three Scheduled
Closings: The "FIRST CLOSING" (as defined below), the "SECOND CLOSING" (as
defined below) or the "FINAL CLOSING" (as defined below). The First Closing,
Second Closing and Final Closing, collectively, are the "Scheduled Closings"
and each is a "Scheduled Closing." A date on which a Scheduled Closing actually
occurs is a "CLOSING DATE," and the Closing Date of the Final Closing is the
"FINAL CLOSING DATE." A Scheduled Closing shall be effective for all purposes
as to each Facility which is the subject of such Scheduled Closing (and the
Transferred Assets and Assumed Liabilities related thereto or constituting a
part thereof) (collectively, the "SUBJECT TRANSFERRED ASSETS") at 11:59 p.m. on
the relevant Closing Date, as determined by reference to the local time zone in
which the Facility is located. Notwithstanding the foregoing, either the First
or Second Closing may also be a Final Closing and if the First Closing is the
Final Closing, there shall be no Second Closing. Scheduled Closings shall occur
in accordance with the following provisions:

(a) THE FIRST CLOSING. Provided that no Scheduled Closing shall
occur (i) before there is a "First Closing" under the First Facilities Agreement
with respect to First Facilities, or (ii) after the Termination Date set forth
in SECTION 10.1(b), the "FIRST CLOSING" with respect to Subsequent Facilities
shall occur at a mutually agreeable time and place or places within five (5)
business days (unless another date is mutually agreed upon by Buyer and Seller)
after the first date on which all of the conditions set forth in ARTICLE 8 and
ARTICLE 9 hereof are capable of being satisfied or are waived as to the
Transferred Assets and Assumed Liabilities in respect of Subsequent Facilities
that account in the aggregate for at least Eight Million Dollars ($8,000,000) of
the EBITDA (as defined in SECTION 3.17(a)) assigned to Facilities for this
purpose as shown on SCHEDULE 2.13B hereto, and all Facilities, Transferred
Assets and Assumed Liabilities sold, assigned, conveyed, transferred, delivered
and assumed at the First Closing shall be the Subject Transferred Assets with
respect to

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the First Closing. Upon consummation at the First Closing of Transactions in
compliance with the foregoing provisions, any remaining Transactions in respect
of Facilities that were not consummated at such Closing may be consummated at a
subsequent Closing subject to the provisions of ARTICLE 8 and ARTICLE 9 and to
the provisions of this SECTION 2.13 with respect to such Closings.

(b) THE SECOND CLOSING. Provided that the First Closing has occurred
and that no Scheduled Closing shall occur after the Termination Date, the
"SECOND CLOSING" shall occur at a mutually agreeable time and place or places,
on the date which is within five (5) business days (unless another date is
mutually agreed upon by Buyer and Seller) after the first date on which all of
the conditions set forth in ARTICLE 8 and ARTICLE 9 hereof are capable of being
satisfied or are waived as to any additional Subsequent Facilities and the
Transferred Assets and Assumed Liabilities related thereto or constituting a
part thereof that are not the subject of the First Closing, and the Subsequent
Facilities and the Transferred Assets and Assumed Liabilities related thereto
that are included in the Transactions occurring at the Second Closing shall, for
purposes of this Agreement, be the Subject Transferred Assets with respect to
the Second Closing, PROVIDED that the Second Closing shall be held, in any
event, within thirty (30) days of the First Closing with respect to any
Subsequent Facilities for which the conditions to Closing, including those set
forth in this SECTION 2.13, have been met or waived as of such date.

(c) THE FINAL CLOSING. Provided that a First Closing has occurred,
the "FINAL CLOSING" shall occur with respect to Subsequent Facilities that are
not the subject of the First or Second Closings at a mutually agreeable place or
places and at a mutually agreeable time as follows:

(i) If all of the conditions set forth in ARTICLES 8 and 9
hereof and in this SECTION 2.13 are capable of being satisfied or are
waived on or prior to the Termination Date as to all Subsequent Facilities
that are not included in the First Closing or the Second Closing, then the
Final Closing shall occur within five (5) business days (unless another
date is mutually agreed upon by Buyer and Seller) after the first date upon
which such conditions may be satisfied or are waived, but in no event later
than the Termination Date.

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(ii) If all of the conditions set forth in ARTICLES 8 and 9
hereof and in this SECTION 2.13 are capable of being satisfied or are
waived on or prior to the Termination Date as to some, but not all, of the
Facilities that are not included in the First Closing or the Second
Closing, then the Final Closing shall occur within five (5) business days
after the identity of the Facilities as to which such conditions will not
be satisfied has become reasonably manifest or has been mutually agreed
upon by the parties, but in no event shall such Final Closing occur later
than the Termination Date.

(d) DELIVERIES BY SELLER. At each Scheduled Closing Seller shall
deliver, or cause the Subsidiaries to deliver, to Buyer:

(i) A Bill or Bills of Sale and Assignment in substantially the
form of EXHIBIT A executed by each Subsidiary with respect to the Subject
Transferred Assets of the Subsidiary covered thereby;

(iii) Separate assignments and assumptions in substantially the
form of EXHIBIT B executed by each Subsidiary with respect to each Real
Property Lease of the Subsidiary included in the Subject Transferred Assets
that is designated by either Buyer or Seller;

(iv) Instruments of transfer, sufficient to transfer personal
property interests of each Subsidiary that are included in the Subject
Transferred Assets but not otherwise transferred by the Bills of Sale and
Assignment referred to in CLAUSE (i) above, executed by each Subsidiary in
the form customarily used in commercial transactions in the areas in which
such other personal property of such Subsidiary is located;

(v) Such other instruments of transfer, executed by each of the
pertinent Subsidiaries necessary to transfer to and vest in Buyer all of
Seller's and the Subsidiaries' rights, title and

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interest in and to the Subject Transferred Assets or which may be required
by the Title Insurer (as defined in SECTION 8.7), including owner's and
lessee's affidavits, if any; and

(vi) Possession of the Subject Transferred Assets.

All such documents of transfer shall be in a form and substance reasonably
satisfactory to Buyer.

(e) DELIVERIES BY BUYER. At each Scheduled Closing, Buyer shall
deliver to Seller:

(i) Immediately available funds, by way of wire transfer to an
account or accounts designated by Seller, in an amount equal to the amounts
then due pursuant to SECTIONS 2.5 and 2.6(a), as adjusted by the expenses
due at such Scheduled Closing pursuant to SECTION 5.5;

(ii) Separate assignments and assumptions in substantially the
form of EXHIBIT C executed by Buyer and the applicable Buyer Subsidiaries
with respect to each Real Property Lease included in the Subject
Transferred Assets that is designated by either Buyer or Seller; and

(iii) An Assumption Agreement or Assumption Agreements with
respect to the Assumed Liabilities assumed at such Scheduled Closing, in
substantially the form of EXHIBIT C, executed by Buyer and the applicable
Buyer and the applicable Buyer Subsidiaries in favor of Seller and each of
the applicable Subsidiaries.

All such documents of transfer shall be in a form and substance reasonably
satisfactory to Seller.

(f) ESCROW. If either of the parties desired to consummate a
Scheduled Closing through an escrow, an escrow shall be opened with, and the
escrow agent shall be, Chicago Title Company (the "ESCROW AGENT"), by depositing
a fully executed copy of this Agreement with Escrow Agent to serve as escrow
instructions. This Agreement shall be considered the primary escrow
instructions between the parties, but the parties shall execute such additional
escrow instructions as Escrow Agent shall require and the parties may agree upon
in order to clarify the duties

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and responsibilities of Escrow Agent. In the event of any conflict between this
Agreement and such additional escrow instructions, this Agreement shall prevail.
If a Scheduled Closing is to be consummated through the Escrow Agent, then on or
prior to the Closing Date, Buyer shall cause the funds required by
SUBSECTION (e)(i) above to be wired to Escrow Agent, and the parties shall
deliver the instruments of sale, assignment, conveyance and assumption called
for by SUBSECTIONS (d) and (e) above to be delivered to the Escrow Agent, and on
the Closing Date, the Escrow Agent shall close the escrow with respect to such
Scheduled Closing by:

(ii) Delivering to Seller by wire transfer of immediately
available funds, to an account or accounts designated by Seller, the
amounts called for by SUBSECTION (e)(i) above; and

(iii) Delivering to Buyer or Seller, as the case may be, the
other instruments referred to in SUBSECTIONS (d) and (e) above.

Section 2.14 PURCHASE PRICE ADJUSTMENT. If circumstances exist that
require the parties to negotiate in good faith equitable adjustments in the
Purchase Price pursuant to the provisions of SECTION 2.12 (respecting absence of
consents), SECTIONS 8.5 and 9.5 (dealing with certain prohibitions and
restraints), SECTION 6.2(c) (respecting Seller's obligations with respect to
environmental conditions), SECTION 8.7 (respecting the condition of title to
interests in real property) or SECTION 8.10 (respecting casualty losses or
condemnation) (SECTIONS 2.12, 6.2(c), 8.5, 8.7, 8.10, 9.5 and this SECTION 2.14
being collectively referred to as the "ADJUSTMENT SECTIONS"), then and in any
of such events, such negotiations, and the resolution of disagreements arising
therefrom, shall be conducted in accordance with the provisions of this
SECTION 2.14. The parties shall negotiate such equitable adjustments in the
Purchase Price in good faith prior to any relevant Closing Date (as may be
extended by mutual agreement of the parties), PROVIDED, that any adjustment in
the Purchase Price shall be consistent with the Allocation Schedule. If the
parties are unable to agree by the day prior to such relevant Closing Date, then
such relevant Closing Date (the

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"ORIGINAL CLOSING DATE") (and the Termination Date, if necessary) shall be
extended for up to fifteen (15) business days to provide for the opportunity to
resolve such disagreement pursuant to the provisions of this SECTION 2.14. On
the day a Scheduled Closing would have occurred but for the absence of agreement
between the parties, each party shall designate an individual (who may not be a
present or former officer, director, partner or employee of the party or of any
present or former investment banker, accounting firm, law firm or attorney of or
for the party) to mediate such disagreement, and advise the other party in
writing of the identity of such individual, which advice shall be accompanied by
a list of up to ten (10) suggested neutral individuals to serve as a third
mediator. The mediators originally designated by each party shall promptly
confer about the selection of a third mediator from such lists, and within five
(5) business days following the Original Closing Date (or Termination Date, as
the case may be), the originally designated mediators shall agree upon and
(subject to availability) select the third mediator from the lists submitted by
the parties or otherwise, PROVIDED that if the originally designated mediators
cannot agree upon a third mediator by such date, the third mediator shall be a
retired judge designated by Judicial and Arbitration Mediation Services, Inc.,
located in Los Angeles, California. The three mediators so selected are herein
referred to as the "PANEL". Within two (2) business days following the
designation of the third mediator, each party shall submit to the Panel in
writing, its proposed equitable adjustments in the Purchase Price. Such
proposals shall be materially in accordance with the last proposals made by such
party to the other party during the course of the aforementioned good faith
negotiations between the parties. The parties shall additionally submit such
memoranda, arguments, briefs and evidence in support of their respective
positions, and in accordance with such procedures, as a majority of the Panel
may determine. Within seven (7) business days following the designation of the
third mediator, as to each adjustment of the Purchase Price about which there is
disagreement, the Panel shall, by majority vote, select the proposed adjustment
of the Purchase Price proposed by one of the parties, it being agreed that the
Panel shall have no authority to alter any such proposal in any way.
Thereafter, the parties shall, subject to the terms and conditions of this
Agreement, consummate the Transactions on the basis of such adjustments at a
mutually agreeable time and place or places, in accordance with and subject to
the provisions of SECTION 2.13, which shall be no later than the fifteenth
(15th) business day following the Original Closing Date or such later date as
the parties may agree upon. Subject to the foregoing, the Panel may determine
the issues in dispute following such procedures,

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consistent with the language of this Agreement, as it deems appropriate to the
circumstances and with reference to the amounts in issue, but in any event
consistent with the Allocation Schedule to the extent applicable. No particular
procedures are intended to be imposed upon the Panel, it being the desire of the
parties that any such disagreement shall be resolved as expeditiously and
inexpensively as reasonably practicable. No member of the Panel shall have any
liability to the parties in connection with service on the Panel, and the
parties shall provide such indemnities to the members of the Panel as they shall
request.

(a) Buyer will provide Seller with prompt written notice of any such
assignment.

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(i) Any defense that may arise by reason of the incapacity or
lack of authority of any Buyer Subsidiary;

(iii) Any duty on the part of Seller or a Subsidiary to disclose
to Buyer any facts that Seller or a Subsidiary may now or hereafter know
about a Buyer Subsidiary.

Section 2.17 DATA PROCESSING SERVICES. In order to facilitate the
transition of the Facilities from Seller's to Buyer's ownership, the parties
acknowledge that in the event Buyer acquires Subsequent Facilities hereunder
from Seller, then Seller shall provide certain telephone assistance in
connection with management information services and Facility accounting and
shall also provide certain data processing services support for the collection
of Receivables all in accordance with the terms of and for the period stated in
the First Facilities Agreement.

(a) Buyer or the pertinent Buyer Subsidiary shall have the right to
reject such Contingent Contract by giving a written notice of such rejection to
Seller within sixty (60) days following the relevant Scheduled Closing, such
written notice to be accompanied by originals of the contract then in Buyer's or
the Buyer Subsidiary's possession, copies of any written communications between
Buyer or the Buyer Subsidiary and the counterparty to such contract relating to
the subject matter thereof, and instruments evidencing the reassignment of such
contract to Seller or the pertinent Subsidiary in form reasonably satisfactory
to Buyer and Seller, in which case such contract shall be treated as an Excluded
Asset, and the liabilities related thereto shall be treated as an Excluded
Liability, for all

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purposes of this Agreement, subject to the further provisions of this
SECTION 2.18.

(c) With respect to any Contingent Contract subject to clause (ii) of
this SECTION 2.18 that is not also subject to either clause (i) or clause (iii)
of this SECTION 2.18 and that is not rejected by Buyer pursuant to
SUBSECTION (a) above, Buyer agrees to indemnify and hold harmless Seller and the
Subsidiaries, in accordance with the provisions of SECTIONS 11.3 through 11.6,
from and against any and all Losses arising from or related to the lack of any
consent or authorization in connection with the assignment of such Contingent
Contract to Buyer (or the pertinent Buyer Subsidiary) hereunder.

(e) With respect to any Contingent Contract subject to clause (iii)
of this SECTION 2.18 that appears on an updated SCHEDULE 2.1(f) delivered
pursuant to SECTION 6.3 and that is NOT rejected by Buyer pursuant to
SUBSECTION (a) above, then, notwithstanding any other provision of this
Agreement, Seller shall have no liability to Buyer and the Buyer Subsidiaries
for Losses under the provisions of SECTIONS 11.3

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through 11.6 for violation of SECTION 6.1(f) with respect to such Contingent
Contract.

Section 2.19 REMAINING SCHEDULES. Notwithstanding anything to the
contrary herein, this Agreement shall be deemed cancelled and of no further
force and effect if the parties shall have failed to agree upon the Schedules
enumerated in EXHIBIT E, if any, within five (5) business days following the
date hereof, the parties hereby agreeing to cooperate with one another in good
faith and to work expeditiously to agree upon such Schedules within such period.
Such agreement shall be evidenced by a duly executed amendment of this Agreement
that deletes this SECTION 2.19.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer, as of the date hereof, as
follows, except as set forth in Schedules numbered in relation to the Sections
set forth below:

Section 3.1 ORGANIZATION AND CORPORATE POWER. Seller is a corporation
duly incorporated and validly existing under the laws of, and is authorized to
exercise its corporate powers, rights and privileges and is in good standing in,
the State of Nevada and has full corporate power to carry on its business as
presently conducted and to own or lease and operate its properties and assets
now owned or leased and operated by it and to perform the transactions on its
part contemplated by this Agreement and all other agreements contemplated
hereby.

Section 3.2 SUBSIDIARIES.

(a) Each Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of its state of incorporation (which, in the
case of Subsidiaries existing on the date of this Agreement, is indicated on
SCHEDULE A-1). Each Subsidiary has all requisite power and authority (corporate
and otherwise) to carry on its business as presently conducted and to own or
lease and operate its properties and assets now owned or leased and operated by
it and to perform the transactions on its part contemplated by this Agreement
and all other agreements contemplated hereby.

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(d) The Related Agreements and all other agreements contemplated
hereby and thereby to which any Subsidiary is a party will, as of each Scheduled
Closing, have been duly executed and delivered by each such Subsidiary, and each
such agreement, when executed and delivered, will constitute a valid and binding
obligation of such Subsidiary, enforceable against such Subsidiary in accordance
with its terms, except as it may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar Laws now or hereafter in effect
relating to creditors' rights generally and that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding may be brought.

Section 3.3 AUTHORITY RELATIVE TO THIS AGREEMENT. The execution,
delivery and performance of this Agreement and all other agreements

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contemplated hereby and the consummation of the transactions contemplated hereby
and thereby have been duly and effectively authorized by the board of directors
of Seller; no other corporate act or proceeding on the part of Seller, its board
of directors or its shareholders is necessary to authorize this Agreement, any
such other agreement or the transactions contemplated hereby and thereby. This
Agreement has been, and each of the other agreements contemplated hereby will,
as of each Scheduled Closing, have been, duly executed and delivered by Seller,
and this Agreement constitutes, and each such other agreement when executed and
delivered will constitute, a valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except as it may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or
hereafter in effect relating to creditors' rights generally and that the remedy
of specific performance and injunctive and other forms of equitable relief may
be subject to equitable defenses and to the discretion of the court before which
any proceeding may be brought.

Section 3.4 ABSENCE OF BREACH. Subject to the provisions of SECTIONS 3.5
and 3.6 below regarding private party and governmental consents, and except for
compliance with the requirements of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR ACT"), and any regulatory or licensing Laws
applicable to the businesses and assets represented by the Transferred Assets,
the execution, delivery and performance by Seller of this Agreement and all
other agreements contemplated hereby or executed in connection herewith (not
including the First Facilities Agreement, the "RELATED AGREEMENTS"), and the
execution and delivery by any Subsidiary of the Related Agreements to which it
is a party, and the performance by the Subsidiaries of the transactions
contemplated by this Agreement and the Related Agreements entered into by the
Subsidiaries, do not, (a) conflict with or result in a breach of any of the
provisions of the Articles or Certificates of Incorporation or Bylaws or similar
charter documents (the "CHARTER DOCUMENTS") of Seller or of any of the
Subsidiaries, (b) contravene any Law or cause the suspension or revocation of
any License presently in effect, which affects or binds Seller or any of the
Subsidiaries, or any of their properties, except where such contravention,
suspension or revocation will not have a Material Adverse Effect (as defined
below) on the Transferred Assets and will not affect the validity or
enforceability of this Agreement and the Related Agreements or the validity of
the Transactions contemplated hereby and thereby, or (c) conflict with or result
in a breach of or default (with or

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without notice or lapse of time or both) under any indenture or loan or credit
agreement or any other agreement or instrument to which Seller or any of the
Subsidiaries is a party or by which it or they or any of their properties may be
affected or bound, the effect of which conflict, breach, or default, either
individually or in the aggregate, would be a Material Adverse Effect on the
Transferred Assets. As used herein, a "MATERIAL ADVERSE EFFECT": (x) when used
with respect to the Transferred Assets, means a material adverse effect on the
Transferred Assets and on the businesses operated therefrom, including their
condition (financial or otherwise) and results of operations, taken as a whole;
(y) when used with respect to any portion of the Transferred Assets (including,
without limitation, a Facility), means a material adverse effect on such portion
of the Transferred Assets and on the businesses operated therefrom, including
their condition (financial or otherwise) and results of operations, taken as a
whole; and (z) when used with respect to an entity, such as Seller, a Subsidiary
or Buyer, means a material adverse effect on the business, condition (financial
or otherwise) and results of operations of such entity taken as a whole
(including any subsidiaries of such entity).

Section 3.5 PRIVATE PARTY CONSENTS. Except as set forth in SCHEDULE 3.5,
the execution, delivery and performance by Seller of this Agreement and the
Related Agreements, and the execution and delivery by any Subsidiary of the
Related Agreements to which it is a party, and the performance by the
Subsidiaries of the transactions contemplated by this Agreement and the Related
Agreements to be performed by the Subsidiaries, do not require the
authorization, consent or approval of any non-governmental third party of such a
nature that the failure to obtain the same would have a Material Adverse Effect
on the Transferred Assets or a Facility.

Section 3.6 GOVERNMENTAL CONSENTS. The execution, delivery and
performance by Seller of this Agreement and the Related Agreements, and the
execution and delivery by any Subsidiary of the Related Agreements to which it
is a party, and the performance by the Subsidiaries of the transactions
contemplated by this Agreement and the Related Agreements to be performed by the
Subsidiaries, do not require the authorization, consent, approval,
certification, license or order of, or any filing with, any court or
governmental agency of such a nature that the failure to obtain the same would
have a Material Adverse Effect on the Transferred Assets or a Facility, except
for compliance with the HSR Act and except for such governmental authorizations,
consents, approvals, certifications, licenses

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and orders that customarily accompany the transfer of health care facilities
such as the Facilities.

Section 3.8 TITLE TO PROPERTY.

(a) Each Subsidiary has good and defensible title, or valid and
effective leasehold rights in the case of leased property, to all tangible
personal property included in the Transferred Assets to be sold, conveyed,
assigned, transferred and delivered to Buyer by such Subsidiary, free and clear
of all liens, charges, claims, pledges, security interests, equities and
encumbrances of any nature whatsoever, except for those created or allowed to be
suffered by Buyer and except for the following (individually and collectively,
the "PERMITTED ENCUMBRANCES"): (i) the lien of current taxes not delinquent,
(ii) liens listed on SCHEDULES 3.8(a) and 3.8(b), (iii) the Assumed Liabilities,
(iv) such consents, authorizations, approvals and licenses referred to in
SECTION 3.5 and 3.6, and (v) liens, charges, claims, pledges, security
interests, equities and encumbrances which will be discharged or released either
prior to, or substantially simultaneously with, the Scheduled Closing at which
such property is sold, conveyed, assigned and transferred to Buyer and other
possible minor matters that in the aggregate are not substantial in amount and
do not materially detract from or interfere with the present or intended use of
such property. All such tangible personal property is in good operating
condition and repair, subject to ordinary wear and tear and ordinary and routine
maintenance, and is reasonably adequate for the operation of the Facilities as
they are presently operated.

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Owned Real Property, or valid and effective leasehold rights in the case of the
Leased Real Property, included in the Transferred Assets to be sold, conveyed,
transferred and delivered to Buyer by such Subsidiary, free and clear of all
liens except for those created or allowed to be suffered by Buyer and except for
the following: (i) Permitted Encumbrances, (ii) liens (not including liens for
borrowed money or the deferred purchase price of property) that do not
materially impair the use of the Owned Real Property subject thereto, as such
Owned Real Property is being used on the date hereof, (iii) easements and
similar encumbrances disclosed by current standard ALTA Preliminary Title
Reports, delivered to and approved by Buyer prior to the date hereof (except for
such easements or similar encumbrances shown on Schedule 8.7(b)), and (iv)
zoning, set back, building and other similar restrictions including, without
limitation, restrictions and requirements affecting the Owned Real Property and
the Leased Real Property imposed by deeds, leases, development agreements,
declarations, and redevelopment authorities, which are not being violated in any
manner that would cause a Material Adverse Effect on any Facility as currently
used and operated. The condition of the Owned and Leased Real Property is such
that it will not materially adversely affect the operations of the Transferred
Assets on or from such Owned and Leased Real Property. All of the improvements
on land included in the Transferred Assets are in good condition and repair,
subject to those matters disclosed in SECTION 3.16 or SCHEDULE 3.16, ordinary
wear and tear and ordinary and routine maintenance, and in view of the purpose
for which such improvements are being used, free of any material structural or
engineering defects.

Section 3.9 ASSUMED CONTRACTS. Except for such matters that, when
viewed in the aggregate, do not have a Material Adverse-Effect on a Facility,
(a) there is no liability to any person by reason of the default by Seller or a
Subsidiary under any Assumed Contract, (b) neither Seller nor any Subsidiary has
received written or other notice that any person intends to cancel or terminate
any Assumed Contract, (c) all of the Assumed Contracts are in full force and
effect and without any material default by any party or to the knowledge of
Seller and the Subsidiaries, any event which, with the passage of time or the
giving of notice or both would be such a material default, (d) subject to the
provisions of SECTIONS 3.5 and 3.6, the consummation of the transactions
contemplated by this Agreement will not constitute and, to the best of Seller's
current actual knowledge, no event has occurred which, with or without the
passage of time or the giving of notice or both, would constitute a material
breach or

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default by Seller or a Subsidiary of such Assumed Contract, or would cause the
acceleration of any obligation of Seller or any Subsidiary or the creation of
any lien (except for Permitted Encumbrances) upon any Transferred Asset, and (e)
neither Seller nor any Subsidiary has waived any right under any Assumed
Contract; PROVIDED that Seller makes no separate representation or warranty
under this SECTION 3.9 respecting compliance with the provisions of any Assumed
Contract related to title to or condition of property, licenses, environmental
conditions, hazardous substances or environmental laws, taxes, or compliance
with laws generally, it being the intent of the parties that warranties
respecting such matters shall be made exclusively under the provisions of
SECTIONS 3.8, 3.10, 3.16, and 3.25. Seller has previously delivered to Buyer
true and complete copies of all written Assumed Contracts except where the
failure to so deliver a copy thereof will not have a Material Adverse Effect on
a Facility.

Section 3.11 U.S. PERSON: RESIDENT OF GEORGIA. Neither Seller nor any
Subsidiary is a "foreign person" for purposes of Section 1445 of the Internal
Revenue Code of 1986, as amended (the "CODE"), or any other Laws requiring
withholding of amounts paid to foreign persons. For purposes of the withholding
tax imposed by Section 48-7-128 of the Official Code of Georgia Annotated, each
Subsidiary that Transferred Assets constituting Owned Real Property located in
Georgia and related tangible personal property is a corporation the principal
place of business of which is located in the State of Georgia. The Seller
shall, or shall cause the relevant Subsidiaries to, provide an appropriate
affidavit of

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each such Subsidiary's residence. Seller acknowledges that jurisdictions other
than Georgia may impose withholding obligations similar to those imposed by
Georgia and that it is Seller's obligation to provide evidence of exemptions
from such withholding taxes.

Section 3.12 EMPLOYEE RELATIONS. With respect to the Retained Employees,
except as set forth on SCHEDULE 3.12:

Section 3.13 EMPLOYEE PLANS.

(a) With respect to each Multiemployer Plan, there has occurred no
"complete withdrawal" or "partial withdrawal" as each is defined in Sections
4203 and 4205, respectively, of ERISA, and all payments required to be made to
such Multiemployer Plans by a Subsidiary under any collective bargaining
agreement have been made.

(b) Neither Buyer nor any Buyer Subsidiary shall have any obligation
or liability to Seller, any Subsidiary or any present or former employee of any
of them for or with respect to any benefit plan,

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employee benefit plan or employee health or welfare program or other Employee
Benefit Arrangements (as defined in SECTION 3.26(c)), except for specifically
listed Assumed Liabilities and other express obligations of Buyer and the Buyer
Subsidiaries under this Agreement.

Section 3.14 LITIGATION. Except for (a) matters associated with or
within the scope of the significant legal proceedings and investigations of an
unusual nature referred to in Seller's filings with the Securities and Exchange
Commission (the "UNUSUAL PROCEEDINGS"), (b) ordinary routine claims and
litigation incidental to the businesses represented by the Facilities
(including, but not limited to, actions for negligence, professional
malpractice, workers' compensation claims, so-called "slip-and-fall" claims and
the like), (c) governmental inspections and reviews customarily made of
businesses such as those operated from the Facilities, and (d) as set forth on
SCHEDULE 3.14, there are no actions, suits, claims or proceedings pending, or to
the knowledge of Seller or any Subsidiary, threatened against or affecting the
Transferred Assets or relating to the operations of the Facilities, at law or in
equity, or before or by any federal, state, municipal or other governmental
department, commission, agency or instrumentality. The claims and litigation
referred to in CLAUSE (b) above are covered by insurance currently maintained by
Seller except where the failure to be so covered (i) would not have a Material
Adverse Effect on any Facility or (ii) is of a nature that is not ordinarily
subject to insurance coverage (E.G. demands for punitive damages). Neither
Seller nor any Subsidiary is in default under any judgment, order or decree of
any governmental agency or authority applicable to the conduct of the business
conducted at the Facilities. Except as disclosed on SCHEDULE 3.14, there is no
condemnation proceeding pending or, to the knowledge of Seller or any
Subsidiary, threatened against any of the Owned or Leased Real Property.
SCHEDULE 3.14 includes an accurate and complete list of each malpractice claim
or lawsuit pending or to Seller's or any Subsidiary's knowledge, threatened
against any Facility or Subsidiary.

Section 3.15 INVENTORY. All Inventory included in the Transferred Assets
and included in the Net Book Values will consist of a quality and quantity
usable and salable in the ordinary course of business, except for items of
obsolete materials and of below-standard quality at any given Facility, all of
which in the aggregate are immaterial to the financial condition or results of
operations of the businesses operated from such Facility taken as a whole, or
have been, or prior to the relevant Scheduled Closing will be, written down to
realizable market value.

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Section 3.16 HAZARDOUS SUBSTANCES. To Seller's and the Subsidiaries'
knowledge, except as disclosed by the Environmental Survey (as defined in
SECTION 6.2(b)) or otherwise on SCHEDULE 3.16:

(a) There has not been a Release of Hazardous Material on or
otherwise affecting the Owned Real Properties or the Leased Real Properties,
(other than Releases involving de minimis quantities of Hazardous Materials)
that would: (i) constitute a violation of any Environmental Law by Seller or the
Subsidiaries, or by any third party if the effect of such violation by such
third party imposes a remediation obligation on the part of Seller or any
Subsidiary; (ii) trigger any release-reporting obligations of Seller or the
Subsidiaries under any Environmental Law; or (iii) trigger any clean-up or
remediation obligations or Seller or the Subsidiaries under any Environmental
Law;

(d) Seller and the Subsidiaries have not received any currently
outstanding notice of any proceedings, action, or other claim or liability
arising under any Environmental Laws (including, without limitation, notice of
potentially responsible party status under the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. Sections 9601 et seq. or
any state counterpart) from any person or governmental agency regarding the
Owned Real Properties, the Leased Real Properties, or the businesses operated
from such properties;

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Properties or any of the Leased Real Properties is the subject of a material
deed restriction, material title-transfer restriction, other material land-use
restriction, or material lien arising in each case under any Environmental Law;

(f) Neither the Owned Real Properties, the Leased Real Properties,
nor any of the businesses conducted on any such properties is the subject of any
outstanding order, decree, or agreement with or involving any governmental
agency, court, or other party respecting any material aspect of the operation of
such properties and businesses that relates to or arises under any Environmental
Law (other than orders, decrees or agreements affecting or directed to the
healthcare industry generally, or in the case of Leased Real Properties, lease
agreements requiring compliance with applicable Environmental Law);

(g) No portion of the Owned Real Properties or Leased Real Properties
contains or has ever contained any underground storage tank, surface impoundment
or similar device used for the management of wastewater, or other waste
management unit dedicated to the disposal, treatment, or long-term (greater than
90 days) storage of waste materials; and

Section 3.17 FINANCIAL INFORMATION.

(a) Attached hereto as SCHEDULE 3.17(a) is an unaudited statement of
combined earnings from the operations of the Transferred Assets and Assumed
Liabilities of the First Facilities and Subsequent Facilities (as they were
comprised on the as of date of such Schedule) before interest, income taxes,
depreciation and amortization ("EBITDA") for the fiscal year ended May 31, 1993
and for the fiscal period ended November 30, 1993 (collectively, the "EBITDA
Statements"). The EBITDA Statements present fairly the combined EBITDA of such
operations, taken as a whole, as of the dates and for the periods shown, and
were derived from and are in accordance with the internal books and records of
the Subsidiaries as well as the "Subsidiaries" defined in the First Facilities
Agreement (the "COMBINED SUBSIDIARIES") and the regularly

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prepared unaudited internal financial statements of the First Facilities and the
Subsequent Facilities, which are prepared in accordance with the generally
accepted accounting principles utilized in the preparation of the published
financial statements of Seller.

(b) Attached hereto as SCHEDULE 3.17(b) is an internally prepared
unaudited combined statement of certain assets and liabilities of the First
Facilities and the Subsequent Facilities as of November 30, 1993 (the "BALANCE
SHEET"; collectively, the Balance Sheet and the EBITDA Statements are the
"FINANCIAL SCHEDULE"). The Balance Sheet has been prepared from, and is in
accordance with, the internal books and records of the Combined Subsidiaries and
presents fairly the financial condition of the First Facilities and the
Subsequent Facilities with respect to the Transferred Assets and Assumed
Liabilities that are the subject of this Agreement and the First Facilities
Agreement, taken as a whole, as of the date shown. The Balance Sheet was
prepared in accordance with Seller's practices for the preparation of internal
financial statements, consistently applied, and is in accordance with the
generally accepted accounting principles utilized in the preparation of the
published financial statements of Seller.

(c) Notwithstanding the foregoing, (i) the Financial Schedule does
not (A) reflect all intercompany eliminations, adjustments and accruals that are
reflected in financial statements of Seller, (B) reflect any reserves for the
Unusual Proceedings, (C) reflect any anticipation of the divestiture of the
Transferred Assets that are the subject of this Agreement and the First
Facilities Agreement and any adjustments to the carrying values of such assets
occasioned thereby, (D) contain footnotes or other explanatory material
associated with financial statements prepared in accordance with generally
accepted accounting principles, or (E) contain normal year-end adjustments with
respect to interim periods, (ii) the EBITDA Statements do not reflect
allocations of indirect costs and non-hospital overhead or the corresponding
cost reimbursement impact of claiming such costs in a Cost Report relating to
First Facilities or Subsequent Facilities, and (iii) certain earnings, assets
and liabilities have been excluded from the EBITDA Statements or the Balance
Sheets, as applicable, as noted in the footnotes or explanatory material
associated with the Financial Statements. In addition, the Financial Schedule
is to be read in conjunction with, and is subject to, all notes and other
explanatory material set forth therein.

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(d) The Balance Sheet reflects the amount of Receivables, as well as
"Receivables" as defined in the First Facilities Agreement (together, the
"Combined Receivables"), which for this purpose may include Eligible Receivables
(including "Eligible Receivables" as defined in the First Facilities Agreement)
as of the date thereof, net of allowances customarily recorded by the Combined
Subsidiaries for uncollectible and doubtful accounts, and contractual allowances
pursuant to agreements with Payors, all in conformity with Seller's practices
for the preparation of internal financial statements and in accordance with the
generally accepted accounting principles utilized in the preparation of the
published financial statements of the Seller. To the knowledge of Seller and
each such Subsidiary, all such Combined Receivables included in the Balance
Sheet represent amounts validly owed to the applicable Combined Subsidiary by
reason of the provision of goods, services and other consideration by such
Combined Subsidiary, and, to the knowledge of Seller and each such Combined
Subsidiary, are not valued in excess of the amounts expected to be collected
with respect thereto. Each such Combined Subsidiary maintains its accounting
records in sufficient detail to substantiate the Combined Receivables reflected
on the Balance Sheet. Since the date of Seller's most recent audited financial
statements, neither Seller nor any such Combined Subsidiary has changed any
principle or practice with respect to the recordation of accounts receivable or
the calculation of reserves therefor, or any material collection, discount or
write-off policy or procedure.

Section 3.18 CHANGES SINCE BALANCE SHEET. Since the date of the Balance
Sheet and up to and including the date of this Agreement, other than as
contemplated or permitted by this Agreement, the Subsidiaries have conducted the
businesses represented by the Transferred Assets only in the ordinary and normal
course, except for (i) matters associated with the Unusual Proceedings, (ii) as
shown on SCHEDULE 3.18, (iii) the institution or completion of compliance
programs, or (iv) events in anticipation of the divestiture of the Transferred
Assets, and there has not been:

(a) Any entry into or termination by Seller or a Subsidiary of any
material commitment, contract agreement or transaction (including, without
limitation, any borrowing or lending transaction or capital expenditure) related
to the Transferred Assets except for transactions in the or course of business
and renegotiation of credit agreements to which Seller and certain of its
subsidiaries are parties which renegotiations

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will not have a Material Adverse Effect on the Transferred Assets or on any
Facility;

(b) Any casualty, physical damage, destruction or physical loss
respecting, or change in the physical condition of, any Facility or Equipment
that has had a Material Adverse Effect on a Facility;

(c) Any transfer of or rights granted under any contract which would
have been an Assumed Contract on the date of the Balance Sheet except for
transactions in the ordinary course of business;

(d) Other than in the ordinary course of business, (i) any sale or
other disposition of any fixed asset included in the Balance Sheet having a net
book value in excess of $100,000, or (ii) any material mortgage, pledge or
imposition of any lien or other encumbrances on any such asset, or (iii) sales
or dispositions of, or the imposition of material encumbrances on, fixed assets
included in such Balance Sheet having a net book value that exceeds $1,000,000
in the aggregate, or (iv) any sale or other disposition of Inventories included
in the Balance Sheet;

(e) Any material amendment (other than general amendments which the
carrier makes for a category of policy) or termination of any material insurance
policy or failure to renew any material insurance policy covering the
Transferred Assets;

(f) Any default or breach by Seller or a Subsidiary under any contract
that would have been an Assumed Contract on the date of the Balance Sheet which,
when viewed individually or in the aggregate of all such breaches or defaults,
has had a Material Adverse Effect on any Facility;

(g) Any material adverse change in the trend of the business,
financial condition or results of operations of any Facility as compared to the
trend of the business, financial condition or results of operations, as
applicable, of such Facility for the two year period ended November 30, 1993; or

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Section 3.19 TRANSFERRED BUSINESS NAMES. Seller or one of the Subsidiaries
owns or has the right to use the Transferred Business Names, free of any liens.
SCHEDULE 2.1 (h) sets forth for each Transferred Business Name, if any, that is
the subject of a trademark registration the date of registration, the
registration number and the expiration date. To the knowledge of Seller and the
Subsidiaries, no aspect of registered trademarks included in the Transferred
Business Names, if any, has been adjudged invalid or unenforceable or has been
cancelled or revoked. Except as set forth on SCHEDULE 3.19, to the knowledge of
Seller and the Subsidiaries, the use by the Subsidiaries of the Transferred
Business Names in connection with the Facilities does not conflict with or
violate valid rights of third parties, including any patents, trademarks, trade
names or copyrights of others, in any way which would have a Material Adverse
Effect on the Transferred Assets or a Facility; neither Seller nor any
Subsidiary has received any notice of a conflict with the asserted rights of
others in connection therewith which, if determined adversely, would have a
Material Adverse Effect on any Facility. Neither Seller nor any of the
Subsidiaries is obligated to pay any amount, whether as a royalty, license fee
or other payment, to any person in order to use any of the Transferred Business
Names.

Section 3.20 COMPLIANCE WITH LAWS AND ACCREDITATION. To Seller's and each
Subsidiary's knowledge, Seller and each Subsidiary has compiled in all material
respects with all laws, regulations and orders, and as materially required for
participation in the Medicare, CHAMPUS and Medicaid reimbursement programs and
is in material compliance with the indigent care conditions, if any, contained
in or related to certificates of need obtained by it except (a) as set forth in
SCHEDULE 3.20, (b) as described in SECTIONS 3.10, 3.12, 3.16 and 3.21 and the
SCHEDULES, if any related thereto, and (c) for matters related to the Unusual
Proceedings. With respect to each Facility, Seller has previously delivered to
Buyer true and complete copies of the most recent Joint Commission on
Accreditation Health Care Organizations ("JCAHO") accreditation survey report
and deficiency list, if any, the most recent Statement of Deficiencies and Plan
Correction on Form HCFA-2567; the most recent state licensing report and list of
deficiencies, if any; the most recent fire marshall's survey and deficiency
list, if any; and the corresponding plans of correction or other responses
except, in each case, such surveys, reports or deficiency lists which do not
reflect any deficiency which would have a Material Adverse Effect on any
Facility. Seller or the relevant Subsidiary has taken or is in the process of
taking all reasonable steps to correct all material deficien-

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cies noted therein and a description of any material uncorrected deficiency is
listed in SCHEDULE 3.20. There are no provisions in, or other agreements to
which Seller or a Subsidiary is a party relating to any Licenses, which would
preclude or limit Buyer from operating the Transferred Assets substantially as
they are now operated and using the beds of any Facility substantially as they
are currently classified.

Section 3.21 COST REPORTS, THIRD PARTY RECEIVABLES AND CONDITIONS OF
PARTICIPATION. The Cost Reports of the Facilities for Medicare, Medicaid (if
required) and Blue Cross (if required) reimbursement have been audited through
the periods set forth in SCHEDULE 3.21, and Blue Cross and Medicare Cost Reports
of the Facilities were filed when due. Except for matters related to the Unusual
Proceedings, and as set forth in SCHEDULE 3.21: to the knowledge of Seller, (a)
neither Seller nor any Subsidiary has received notice of any material dispute
between a Facility and Blue Cross, governmental authorities or the Medicare
fiscal intermediary regarding such Cost Reports for periods subsequent to the
period specified in SCHEDULE 3.21 other than with respect to adjustments thereto
made in the ordinary course of business which do not involve individual amounts
in excess of ten thousand dollars ($10,000) per Cost Report; (b) there are no
pending or threatened material claims by any of such programs against any
Facility; (c) each Facility currently meets, without material exception, the
conditions for participation in the Medicare program; and (d) no Facility has
been subject to loss of waiver of liability for utilization review denials with
respect to any such program during the past two years.

Section 3.22 MEDICAL STAFF. Seller has previously delivered to Buyer, with
respect to each Facility, a true and correct copy of the blank forms generally
used with respect to medical staff privilege and membership application or
delineation of privilege; all current medical staff bylaws, rules and
regulations and amendments thereto respecting Facilities; and all written
contracts with physicians, physician groups, or other members of the medical
staffs of the Facilities. With regard to the active medical staffs of the
Facilities, there are no material pending or threatened disciplinary or
corrective actions or appeals therefrom involving physician applicants or active
medical staff members except as set forth in SCHEDULE 3.22. SCHEDULE 3.22 also
sets forth a materially complete and accurate list and description of (a) the
name of each member of the medical staff of each Facility as of the date shown
on such Schedule, (b) the approximate age of each active medical staff member as
of such date,

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(c) the specialty, if any, of each medical staff member, (d) readily available
reports regarding the number of patient admissions of each medical staff member
for the period shown on such SCHEDULE 3.22, and (e) readily available reports
regarding the aggregate patient days of patients admitted by each medical staff
member for the period shown on such SCHEDULE 3.22.

Section 3.23 HILL-BURTON CARE. Except as set forth in SCHEDULE 3.23, no
Subsidiary or Facility has an outstanding loan, grant or loan guarantee pursuant
to the Hill-Burton Act (42 U.S.C. Section 291a, et seq.) and the transactions
contemplated hereby will not result in any obligation on the part of the Buyer
or a Buyer Subsidiary to repay any such loans, grants or loan guarantees or
provide uncompensated care in consideration thereof.

Section 3.24 ASSETS USED IN THE OPERATION OF THE FACILITIES. There are no
assets or properties that are used in and necessary for the conduct of the
operations of the Facilities that are owned by Seller and the Subsidiaries, and
which individually or in the aggregate, are necessary for the operation of the
Facilities that are not included in the Transferred Assets except for such
Assumed Contracts which Buyer has elected or will elect to reject pursuant to
SECTION 2.18. Except as set forth in SCHEDULE 3.24 and subject to SECTION 2.18,
the Transferred Assets include all assets and properties that are properly
recordable on the Balance Sheet, other than assets and properties disposed of by
the Seller or a Subsidiary in the ordinary course of business since the date of
the Balance Sheet and without violation of this Agreement.

Section 3.25 TAXES. All tax returns of every kind (including, without
limitation, returns of all income taxes, franchise taxes, real and personal
property taxes, intangibles taxes, patient revenue or other healthcare taxes,
withholding taxes, employee compensation taxes and all other taxes of any kind
applicable to Seller or any Subsidiary) that are due to have been filed in
accordance with applicable laws have been duly filed, and all taxes shown to be
due and payable on such returns have been paid in full.

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or other information, materially complete and correct as of the dates shown
thereon, of the following:

(a) The most recent regularly generated depreciation schedules related
to tangible personal property constituting Equipment, together with copies of
such schedules;

(b) A brief description of all insurance in force covering (i) fixed
assets that would constitute Transferred Assets, or (ii) the operations of any
Facility as of such date;

(c) All compensation, bonus, incentive, deferred payments, retirement,
pension, severance, profit-sharing, stock purchase and stock option plans, group
life, automobile, medical, dental, disability, welfare or other employee benefit
plans or insurance policies, and other similar arrangements (collectively,
"EMPLOYEE BENEFIT ARRANGEMENTS") generally applicable to the Retained Employees
or a substantial part thereof or generally applicable to the chief executive or
chief financial officers, or a substantial part thereof, of the Facilities as
of such date;

(d) The aggregate accrued Paid Time Off for all employees at each
Facility, as of the date shown;

(e) Any contract relating to clean-up, abatement or other actions in
connection with the remediation of any existing environmental liabilities or
relating to the performance of any environmental audit or study with respect to
the Facilities other than with respect to the Environmental Survey and entered
into in the three years preceding the date hereof;

(f) Any indenture, mortgage, loan, credit or other written contract
under which any of the Subsidiaries, directly or indirectly, is indebted for
money borrowed or is the issuer of any note, bond, indenture or other evidence
of indebtedness for money borrowed or guarantor of similar financial obligations
of others, whether or not reflected on the Balance Sheet;

(g) Any contract with any bank, finance company or similar
organization pursuant to which such organization acquires receivables from the
Subsidiaries; and

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Section 3.27 CERTAIN TRANSACTIONS. Except as set forth in SCHEDULE 3.27,
and except for remuneration as employees, since November 30, 1992 (i) no
Facility has been a party to any transaction or series of similar transactions
in which the amount involved exceeds $60,000 and in which the chief executive
officer, chief financial officer or medical director of such Facility has a
direct or indirect material interest, and (ii) no chief executive officer, chief
financial officer or medical director of any Facility has been indebted to
Seller or any Subsidiary in an amount in excess of $60,000.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller, as of the date hereof, as
follows, except as set forth in Schedules numbered in relation to the Sections
set forth below:

Section 4.1 ORGANIZATION AND CORPORATE POWER. Buyer is a corporation duly
incorporated and validly existing under the laws of, and is authorized to
exercise its corporate powers, rights and privileges and is in good standing in,
the State of Delaware and has full corporate power to carry on its business as
presently conducted and to own or lease and operate its properties and assets
now owned or leased and operated by it and to perform the transactions on its
part contemplated by this Agreement and all other agreements contemplated
hereby.

Section 4.2 BUYER SUBSIDIARIES.

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transactions on its part contemplated by this Agreement and all other agreements
contemplated hereby.

(b) The board of directors of each Buyer Subsidiary and, if required,
its shareholders, will have, by the date of the First Closing, duty and
effectively authorized (i) the purchase of the Transferred Assets to be
purchased by such Buyer Subsidiary; and (ii) the execution, delivery and
performance of the Related Agreements and all other agreements contemplated
hereby and thereby to which such Buyer Subsidiary is a party. No other corporate
act or proceeding on the part of any Buyer Subsidiary, its board of directors or
its shareholders will be necessary to authorize any Related Agreement or other
agreement contemplated hereby and thereby or the transactions contemplated
hereby and thereby.

(c) The Related Agreements and all other agreements contemplated
hereby and thereby to which any Buyer Subsidiary is a party will, as of each
Scheduled Closing, have been duly executed and delivered by each such Buyer
Subsidiary, and each such agreement, when executed and delivered will
constitute, a valid and binding obligation of such Buyer Subsidiary, enforceable
against such Buyer Subsidiary in accordance with its terms, except as it may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
Laws now or hereafter in effect relating to creditors' rights generally and that
the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding may be brought.

Section 4.3 AUTHORITY RELATIVE TO THIS AGREEMENT. The execution, delivery
and performance of this Agreement and the Related Agreements and the
consummation of the transactions contemplated hereby and thereby have been duly
and effectively authorized by the board of directors of Buyer; no other
corporate act or proceeding on the part of Buyer, its board of directors or
shareholders is necessary to authorize this Agreement, any such Related
Agreement or the transactions contemplated hereby and thereby. This Agreement
has been, and each of the Related Agreements contemplated hereby will, as of
each Scheduled Closing, have been, duly executed and delivered by Buyer and by
each applicable Buyer Subsidiary, and this Agreement constitutes, and each such
Related Agreement when executed and delivered will constitute, a valid and
binding obligation of Buyer and each Buyer Subsidiary party thereto, enforceable
against Buyer and each Buyer Subsidiary party thereto, in

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accordance with its terms, except as it may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar Laws now or hereafter in
effect relating to creditors' rights generally and that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding may be brought.

Section 4.4 ABSENCE OF BREACH. Subject to the provisions of SECTIONS 4.5
and 4.6 below regarding private party and governmental consents, and except for
compliance with the requirements of the HSR Act and any regulatory or licensing
Laws applicable to the businesses and assets represented by the Transferred
Assets, the execution, delivery and performance by Buyer of this Agreement and
the Related Agreements, and the execution and delivery by any Buyer Subsidiary
of the Related Agreements to which it is a party, and the performance by the
Buyer Subsidiaries of the transactions to be performed by them and contemplated
by this Agreement and the Related Agreements entered into by the Buyer
Subsidiaries, do not, (a) conflict with or result in a breach of any of the
provisions of Charter Documents of Buyer or of any of the Buyer Subsidiaries,
(b) contravene any Law or cause the suspension or revocation of any License
presently in effect, which affects or binds Buyer or any of the Buyer
Subsidiaries or any of their material properties, or (c) conflict with or result
in a breach of or default under any indenture or loan or credit agreement or any
other agreement or instrument to which Buyer or any of the Buyer Subsidiaries is
a party or by which it or they or any of their properties may be affected or
bound.

Section 4.5 PRIVATE PARTY CONSENTS. Except as set forth on SCHEDULE 4.5,
the execution, delivery and performance by Buyer of this Agreement and the
Related Agreements and the execution and delivery by any Buyer Subsidiary of the
Related Agreements to which it is a party, and the performance by the Buyer
Subsidiaries of the transactions contemplated by this Agreement and the Related
Agreements to be performed by the Buyer Subsidiaries, do not require the
authorization, consent or approval of any non-governmental third party.

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Agreements to be executed, delivered or performed by the Buyer Subsidiaries, do
not require the authorization, consent, approval, certification, license or
order of, or any filing with, any court or governmental agency, except for
compliance with the HSR Act and except for such governmental authorizations,
consents, approvals, certifications, licenses and orders that customarily
accompany the transfer of health care facilities such as the Facilities.

Section 4.7 BROKERS. Except as set forth on SCHEDULE 4.7, no broker,
finder, or investment banker is entitled to any brokerage, finder's or other fee
or commission in connection with this Agreement or the transactions contemplated
hereby based upon any agreements or arrangements or commitments, written or
oral, made by or on behalf of Buyer or any of its Affiliates. Buyer shall be
solely responsible for the payment of any such fee or commission to any person
or entity listed on SCHEDULE 4.7 as an exception to the foregoing.

Section 4.9 FINANCIAL ABILITY TO PERFORM. Buyer has liquid capital or
committed sources therefor sufficient to permit it to perform timely its
obligations hereunder, including, but not limited to, the payment of the
Tentative Purchase Price to Seller at the Scheduled Closings and the other
payments to Seller required hereunder. Promptly after its receipt of letters of
commitment or other documents related to the financing of its obligations
hereunder, Buyer will provide copies of the same to Seller.

Section 4.10 NO KNOWLEDGE OF SELLER'S BREACH. Neither Buyer nor, to the
knowledge of Buyer, any of its Affiliates has knowledge of any breach of any
representation or warranty by Seller or of any other condition or circumstance
that would excuse Buyer from its timely performance of its obligations
hereunder. Buyer shall notify Seller as promptly as practicable if any such
information comes to its attention before any relevant Closing Date.

Section 4.11 NO ASSURANCE. Buyer acknowledges and agrees that the rates or
bases used in calculating payments or reimbursements to it or

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a Buyer Subsidiary by any Payor (including but not limited to Medicare) may
differ from the rates and bases used in calculating such payments or
reimbursements to Seller and the Subsidiaries. In entering into the transactions
contemplated by this Agreement and the Related Agreements, Buyer is relying
solely on the express representations, warranties and covenants of Seller and
the Subsidiaries contained in this Agreement and the Related Agreements and upon
no other representations or statements of Seller, the Subsidiaries or any of
their representatives, and acknowledges and agrees that nothing in this
Agreement or the Related Agreements shall be deemed to create any implied duty,
disclosure obligation or responsibility on the part of Seller or the
Subsidiaries. Buyer further acknowledges that during the course of the due
diligence investigation, material information related to the matters that are
the subject of the Unusual Proceedings may not have been discovered by or
disclosed to it. Seller represents and warrants that, at those scheduled
confidential meetings held among counsel for Buyer and Seller on the dates
referenced in SCHEDULE 4.11, which meetings were held for the purpose of
conducting Buyer's due diligence regarding the Unusual Proceedings, statements
of fact concerning the Unusual Proceedings made by Seller's counsel present at
such meetings were not materially inaccurate.

ARTICLE 5
COVENANTS OF EACH PARTY

Section 5.1 EFFORTS TO CONSUMMATE TRANSACTIONS. Subject to the terms and
conditions herein provided including, without limitation, ARTICLES 8 and 9
hereof, each of the parties hereto agrees to use its reasonable commercial
efforts to take, or to cause to be taken, all reasonable actions and to do, or
to cause to be done, all reasonable things necessary, proper or advisable under
applicable Laws to consummate and make effective, as soon as reasonably
practicable, the Transactions contemplated hereby, including the satisfaction
of all conditions thereto set forth herein. Such actions shall include, without
limitation, exerting their reasonable efforts to obtain the consents,
authorizations and approvals of all private parties and governmental authorities
whose consent is reasonably necessary to effectuate the Transactions
contemplated hereby, and effecting all other necessary registrations and
filings, including but not limited to filings under Laws relating to the
transfer or obtaining of necessary Licenses, under the HSR Act and all other
necessary filings with governmental authorities. Inasmuch as the Transactions in
respect of the First Facilities may be consummated without regard to
consummation

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of the transactions contemplated by the Subsequent Facilities Agreement, the
parties hereby agree that, in order potentially to expedite the timing of the
First Closing, the parties will make separate filings under the HSR Act with
respect to the First Facilities and the Second Facilities. The foregoing
notwithstanding, it shall be the responsibility of Buyer to use its reasonable
commercial efforts and to act diligently and at its expense to obtain any
authorizations, approvals and consents in connection with acquiring Licenses and
program participations that will permit it to operate the Facilities after the
Scheduled Closings, PROVIDED that Buyer will seek to obtain Licenses and program
participations subject to the existing conditions under which the Subsidiaries
operate the Facilities and will not seek to change the same until the
Transferred Assets and Assumed Liabilities respecting the Facilities in question
have been transferred to and assumed by Buyer. Seller and its Subsidiaries shall
cooperate with Buyer's efforts to obtain the requisite regulatory consents,
provided neither Seller nor any of its Subsidiaries shall be obligated to incur
any liabilities or assume any obligations in connection therewith. Other than
Buyer's and Seller's obligations under SECTION 5.5, neither party shall have any
liability to the other if, after using its reasonable commercial efforts (and,
in the case of Buyer's efforts to obtain requisite Licenses, acting diligently),
it is unable to obtain any consents, authorizations or approvals necessary for
such party to consummate the Transactions. As used herein, the terms "REASONABLE
COMMERCIAL EFFORTS" or "REASONABLE EFFORTS" do not include the provision of any
consideration to any third party or the suffering of any economic detriment to a
party's ongoing operations for the procurement of any such consent,
authorization or approval except for the costs of gathering and supplying data
or other information or making any filings, fees and expenses of counsel and
consultants and for customary fees and charges of governmental authorities and
accreditation organizations.

Section 5.2 COOPERATION: REGULATORY FILINGS. Prior to and after the Final
Closing, upon prior reasonable written request, each party agrees to cooperate
with the other in every reasonable commercial way to consummate the
Transactions. Notwithstanding the foregoing, all analyses, appearances,
presentations, memoranda briefs, arguments, opinions and proposals made or
submitted by or on behalf of either party hereto in connection with proceedings
under or relating to the HSR Act or any other federal or state antitrust or fair
trade law, or made or submitted by or on behalf of Buyer in connection with
proceedings to obtain the Licenses and program participations referred to in
SECTION 5.1 hereof, shall be subject

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to the joint approval or disapproval and the joint control of Buyer and Seller,
acting with the advice of their respective counsel, it being the intent of the
foregoing that the parties hereto will consult and cooperate with one another,
and consider in good faith the views of one another, in connection with any such
analysis, presentation, memorandum, brief, argument, appearance, opinion or
proposal; PROVIDED that nothing herein shall prevent either party hereto or any
of their Affiliates or their authorized representatives from (a) making or
submitting any such analysis, appearance, presentation, memorandum, brief,
argument, opinion or proposal in response to a subpoena or other legal process
or as otherwise required by Law, or (b) submitting factual information to the
United States Department of Justice, the Federal Trade Commission, any other
governmental agency or any court or administrative law judge in response to a
request therefor or as otherwise required by Law.

Section 5.3 FURTHER ASSISTANCE. From time to time, at the reasonable
request of either party, whether on or after a Scheduled Closing, without
further consideration, either party, at its expense and within a reasonable
amount of time after request hereunder is made, shall execute and deliver such
further instruments of assignment, transfer and assumption and take such other
action as may be reasonably required to more effectively assign and transfer the
Transferred Assets to, and vest the Assumed Liabilities in, Buyer, deliver or
make the payment of the Purchase Price to Seller or any amounts due from one
party to the other pursuant to the terms of this Agreement or confirm Seller's
ownership of the Excluded Assets and obligations with respect to the Excluded
Liabilities.

Section 5.4 COOPERATION RESPECTING PROCEEDINGS. After the Scheduled
Closings, upon prior reasonable written request, each party shall cooperate with
the other, at the requesting party's expense (but including only out-of-pocket
expenses to third parties and not the costs incurred by any party for the wages
or other benefits paid to its officers, directors or employees), in furnishing
information, testimony and other assistance in connection with any inquiries,
actions, tax or Cost Report audits, proceedings, arrangements or disputes
involving either of the parties hereto (other than in connection with disputes
between the parties hereto) and based upon contacts, arrangements or acts of
Seller or any of the Subsidiaries which were in effect or occurred on or prior
to any Scheduled Closing and which relate to the Transferred Assets, including,
without limitation,

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arranging discussions with (and the calling as witness of) officers, directors,
employees, agents, and representatives of Buyer.

Section 5.5 EXPENSES. Whether or not the Transactions contemplated hereby
are consummated, except as otherwise provided in this Agreement, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses.
Notwithstanding the foregoing:

(a) Costs associated with preliminary title reports and title policies
shall be borne by Seller up to the costs that would have been incurred had the
title policies been standard coverage policies of title insurance, and the
remaining costs, if any, including costs for Extended Coverage and any surveys
in connection therewith, shall be borne by Buyer;

(b) All costs of the Environmental Survey referred to in SECTION
6.2(b) shall be borne one-half by Buyer and one-half by Seller, other than any
cost incurred in connection with any "Phase II" investigation conducted by
Buyer's environmental consultant (which shall be borne by Buyer);

(c) All escrow charges, appraisal fees, and charges of any neutral
independent public accountant or mediator, and related costs, shall be borne
one-half by Buyer and one-half by Seller (it being agreed that each party shall
bear the costs of its own independent public accountant or designated mediator);

(d) All recording costs and charges respecting real property will be
borne one-half by Seller and one-half by Buyer;

(e) All transfer taxes respecting real property will be borne one-half
by Buyer and one-half by Seller;

(f) All fees and expenses relating to the filings under the HSR Act
shall be borne by the party including such fees and expenses;

(g) All fees and charges of governmental authorities and accreditation
agencies in connection with the transfer, issuance or authorization of any
License, accreditation or program participation shall be borne by Buyer;

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(h) All fees or costs associated with the issuance of any bond or the
establishment of any escrow required by SECTION 2.10(a) shall be borne by Buyer;

(i) All fees, charges or costs (other than internal costs of Seller or
any Subsidiary), including auditing fees and expenses, incurred as a result of
Buyer's compliance with the Securities Exchange Act of 1934, as amended, or the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
shall be borne by Buyer;

(j) Out-of-pocket costs incurred by Seller and the Subsidiaries in
connection with providing transitional assistance to Buyer shall be borne by
Buyer, whether such assistance is provided before or after a Scheduled Closing,
including costs associated with attendance at meetings requested by Buyer;

(k) All liabilities or obligations of Seller or a Subsidiary for Taxes
in the nature of sales taxes incurred as a result of the sale of the Transferred
Assets hereunder to Buyer shall be borne one-half by Seller and one-half by
Buyer; and

(l) All fees, charges and costs of economists and other experts, if
any, jointly retained by Buyer and Seller in connection with submissions made to
any government agency and advice in connection therewith respecting approval of
the Transactions, including proceedings under the HSR Act, will be borne
one-half by Buyer and one-half by Seller.

All such charges and expenses shall be promptly settled between the parties
at the relevant Scheduled Closing or upon termination or expiration of further
proceedings under this Agreement, or with respect to such charges and expenses
not determined as of such time, as soon thereafter as is reasonably practicable.

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be in violation of this Section if it is made in order to comply with applicable
securities Laws or stock exchange policies and in the reasonable judgment of the
party making such release or announcement, based upon advice of counsel, prior
review and joint approval, despite reasonable efforts to obtain the same, would
prevent dissemination of such release or announcement in a timely enough fashion
to comply with such Laws or policies, PROVIDED that in all instances prompt
notice from one party to the other shall be given with respect to any such
release, announcement, statement or comment. Subject to the foregoing, the
parties hereto recognize and agree that all information, instruments, documents
and details concerning the businesses of Buyer, Seller and the Subsidiaries are
strictly confidential, and Seller and Buyer expressly covenant and agree with
each other that, prior to and after the Scheduled Closings, they will not, nor
will they allow any of their respective officers, directors, employees,
representatives or agents (including professional advisors) to disclose or
publicly comment upon any matters relating to the business of the other or
relating to this Agreement, including, without limitation, the terms, timing or
progress of the transactions contemplated hereby, or its negotiation, terms,
provisions or conditions, including Purchase Price, except for disclosure to
their respective professional advisors and lenders or prospective financing
sources (each of whom shall agree not to disclose the same) which is reasonably
necessary to effectuate the Transactions contemplated hereby and in a manner
consistent with the provisions of this Agreement. Each party shall keep all
information (i) obtained from the other either before or after the date of this
Agreement, or (ii) related to Buyer's proposed purchase of the Transferred
Assets, Seller's proposed sale of the Transferred Assets, the contents of this
Agreement or the negotiation of this Agreement confidential, and neither party
shall reveal such information to, nor produce copies of any written information
for, any person outside its management group or its professional advisors
(including lenders and prospective financing sources) without the prior written
consent of the other party, unless such party is compelled to disclose such
information by judicial or administrative process or by any other requirements
of Law or disclosure is reasonably necessary to obtain a License or a consent
listed on the Schedule of Required Consents. If the Transactions contemplated by
this Agreement should fail to close for any reason, each party shall return to
the other as soon as practicable all originals and copies of written information
provided to such party by or on behalf of the other party and none of such
information shall be used by either party, or their employees, agents or
representatives in the business operations of any person. Notwithstanding the
foregoing, (i) each party's

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obligations under this Section shall not apply to any information or document
which is or becomes available to the public other than as a result of a
disclosure by the other party in violation of this Agreement or other obligation
of confidentiality under which such information may be held or becomes available
to the party on a non-confidential basis from a source other than the other
party or its officers, directors, employees, representatives or agents and (ii)
without the prior written consent of Seller, or except as may be required by Law
(as determined by the written opinion of independent counsel in form and
substance satisfactory to Seller) the schedules to this Agreement shall not be
disclosed to or filed with any person (including any governmental entity or
regulatory board) if such filing or disclosure could result in such schedules
becoming available to the public. The parties' obligations under this Section
shall survive the termination of this Agreement. Nothing in this Section shall,
or is intended to, impair or modify any of the rights or obligations of Buyer or
its Affiliates under that certain letter agreement dated as of September 15,
1993, all of which remain in effect until termination of such letter agreement
in accordance with its terms.

Section 5.7 PRESERVATION OF AND ACCESS TO CERTAIN RECORDS.

(a) As set forth in SECTION 2.2(e), all or any portion of the medical,
clinical and other records directly or indirectly associated with the admission,
care and treatment of patients on or prior to the relevant Closing Date on which
the relevant Facility is transferred (collectively, for all Facilities, the
"PATIENT RECORDS") and all financial and other records of, or located at, a
Facility for the period ending on or prior to the relevant Closing Date, whether
or not maintained at or by a Facility (the Patient Records and such other
records for all Facilities are collectively referred to as the "HOSPITAL
RECORDS") shall be Excluded Assets. Notwithstanding the foregoing, the parties
will cooperate in providing copies and access to such records as set forth
below.

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years from the relevant Scheduled Closing (and, if at the expiration thereof any
tax or Payor audit or judicial proceeding is in progress or the applicable
statute of limitations has been extended, for such longer period as such audit
or proceeding is in progress or such statutory period is extended)(the "DOCUMENT
RETENTION PERIOD"). After a Scheduled Closing and subject to applicable Laws,
Buyer shall grant Seller full access to the Hospital Records (including any
Patient Records) as needed for any lawful purpose (including Seller's inspection
and copying of same), and Seller shall have the same rights of access to inspect
and copy (at Seller's cost) any or all of the Hospital Records that Seller had
prior to the Scheduled Closing. Buyer shall instruct the appropriate employees
of the Facilities to cooperate in providing access to such records to Seller and
its authorized representatives as contemplated herein. Access to such records
shall be, wherever reasonably possible, during normal business hours, with
reasonable prior written notice to Buyer of the time when such access shall be
needed. Seller's employees, representatives and agents shall conduct themselves
in such a manner so that Buyer's normal business activities shall not be unduly
or unnecessarily disrupted. After the expiration of the aforementioned Document
Retention Period, Buyer shall not, without ninety-one (91) days' prior written
notification to Seller, destroy any Hospital Records in its possession. Within
ninety (90) days after its receipt of such notice of intent to destroy, Seller
shall have the right, at its own expense, to require Buyer to deliver any such
records to Seller in accordance with Seller's reasonable instructions. Buyer
shall adopt a record retention policy with respect to the Hospital Records which
requires that all Hospital Records be maintained for the Document Retention
Period and destroyed only after compliance with the notice provisions of this
SUBSECTION (b) (including the passage of time), and shall take all reasonable
steps necessary to inform its employees of such policy.

(c) Buyer acknowledges and agrees that Seller shall have the right to
remove, and may remove, from time to time on or prior to the relevant Closing
Date and during the Document Retention Period any or all of the Hospital
Records. In the event of Seller's removal of any Hospital Records from a
Facility, it shall, at Seller's cost and subject to applicable Laws, provide
Buyer with copies (or originals, if required by applicable law or accreditation
standards) of the following Hospital Records if Buyer elects to retain such
copies: (1) the Patient Records for patients who are patients of the Facilities
at the relevant Scheduled Closing or who are the subject of Receivables
transferred to Buyer hereunder, (ii) the personnel records of the Hired
Employees, and (iii) any

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records Buyer would be required to have to comply with accreditation standards.
If the Hospital Records are removed by Seller, then it shall maintain such
Hospital Records at its expense during such period of time and at such location
as is deemed appropriate by Seller in its sole and absolute discretion. For so
long as the Hospital Records are maintained by Seller, Seller shall make
Hospital Records (other than those protected by or subject to the
attorney-client privilege) available to Buyer, subject to applicable Laws, as
needed by Buyer for any lawful purpose and if reasonably necessary to permit
Buyer to operate the Facilities or other Transferred Assets. Seller shall
instruct its appropriate employees to cooperate in providing access to such
records to Buyer and its authorized representatives as contemplated herein.
Buyer's access to such Hospital Records shall be during normal business hours,
with reasonable prior written notice to Seller of the time when such access
shall be needed. Buyer may make copies of or extracts from any such Hospital
Records to which Buyer has access hereunder at Buyer's sole cost and expense.
Notwithstanding the foregoing, Buyer's access to, or right to copies of, any
Patient Records shall be subject to any applicable Law, accreditation standard
or rule of confidentiality or privilege.

(d) After Closing, Buyer or the applicable Buyer Subsidiary shall have
the right to assign to an entity which purchases from Buyer or a Buyer
Subsidiary a Facility or substantially all the assets of a Facility, all of the
rights of Buyer under this SECTION 5.7, provided that such entity expressly
assumes all obligations of Buyer under this SECTION 5.7 with respect to the
purchased Facility.

ARTICLE 6
ADDITIONAL COVENANTS OF SELLER

Seller hereby additionally covenants, promises and agrees as follows:

Section 6.1 CONDUCT PENDING CLOSING. Prior to consummation of the
Transactions contemplated hereby or the termination or expiration of this
Agreement pursuant to its terms, unless Buyer shall otherwise consent in
writing, which consent shall not be unreasonably withheld or delayed, and except
for actions taken pursuant to Assumed Contracts, or which arise from or are
related to the anticipated transfer of the Transferred Assets, the conduct or
resolution of the Unusual Proceedings or effectuation of ongoing compliance
programs, or as otherwise contemplated by

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this Agreement or disclosed in SCHEDULE 6.1 or another Schedule to this
Agreement, Seller shall, and shall cause the Subsidiaries to:

(a) Conduct the business represented by, and otherwise deal with, the
Transferred Assets only in the usual and ordinary course, materially consistent
with practices followed prior to the execution of this Agreement;

(b) Use reasonable efforts to keep intact the Transferred Assets and
the business they represent and to preserve relationships beneficial to such
business that doctors, patients, Payors, suppliers, employees and others have
with the Facilities;

(c) Except as required by their terms, not amend, terminate, renew,
fail to renew or renegotiate any material contract, except in the ordinary
course of business and consistent with practices of the recent past, or default
(or take or omit to take any action that, with or without the giving of notice
or passage of time, would constitute a default) in any of its obligations under
any such contracts, that would be an Assumed Contract as of the date hereof;

(d) Not (i) sell lease, transfer or dispose of, or make any contract
for the sale, lease, transfer or disposition of, any assets or properties which
would be included in the Transferred Assets in an amount in excess of $1,000,000
in the aggregate (other than sales in the ordinary course of business); (ii)
incur, assume, guaranty, or otherwise become liable in respect of any
indebtedness for money borrowed which would result in Buyer assuming such
liability hereunder after the Closing; (iii) purchase or make any contract for
the purchase of a material amount of assets or properties which would be
included in the Transferred Assets (other than purchases in the ordinary course
of business and other than capital expenditures within the aggregate thresholds
set forth in clause (v) below); (iv) accelerate or delay the purchase of
Inventory, or the payment of amounts due to or from the Subsidiaries in a manner
inconsistent with past practice; (v) make any new commitments which would
require an expenditure of more than $50,000 in the aggregate other than in the
ordinary course of business; (vi) encumber or voluntarily subject to any lien
any Transferred Asset (except for Permitted Encumbrances); or (vii) assign or
transfer accounts receivable to collection agencies in a manner inconsistent
with past practice.

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(e) Maintain in force and effect the insurance policies identified in
SECTION 3.26(b);

(f) Not enter into any contract or amendment of a contract that, had
such contract or amendment been entered into prior to the date hereof, would
have been included on SCHEDULE 2.1(f), unless Buyer has failed to disapprove of
such contract or amendment in a written notice to Seller given within two (2)
business days of Seller's written notice to Buyer of such contract or amendment
accompanied by a copy thereof, PROVIDED that Buyer's disapproval of such
contract or amendment shall not be unreasonable, and PROVIDED further that any
contract entered into in violation of this SECTION 6.1(f) shall be subject to
the provisions of SECTION 2.18;

(g) Not grant any general or uniform increase in the rates of pay or
benefits to Retained Employees (or a class thereof) or any increase in salary or
benefits of any chief executive or financial officer of any Facility, except for
compensation previously agreed to prior to the date hereof; or

(h) Subject to SECTION 6.3, not take any action which would cause any
of Seller's representations and warranties set forth in ARTICLE 3 to be false as
of the relevant Scheduled Closing;

PROVIDED that nothing in this Section shall (i) obligate Seller or any
Subsidiary to make expenditures other than in the ordinary course of business
and consistent with practices of the recent past or to otherwise suffer any
economic detriment, (ii) preclude Seller from paying, prepaying or otherwise
satisfying any liability which, if outstanding as of a Closing Date, would be
an Assumed Liability or an Excluded Liability, (iii) preclude Seller from
incurring any liabilities or obligations to any third party in connection with
obtaining such party's consent to any transaction contemplated by this Agreement
or the Related Agreements PROVIDED such liabilities and obligations under this
CLAUSE (iii) shall be Excluded Liabilities pursuant to SECTION 2.4(h) hereof if
not approved in advance by Buyer (which approval shall not be unreasonably
withheld), or (iv) preclude Seller from instituting or completing any program
designed to promote compliance or comply with Laws or other good business
practices respecting the Facilities.

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Section 6.2 ACCESS AND INFORMATION; ENVIRONMENTAL SURVEY; REMEDIATION OR
ADJUSTMENT.

(a) Subject to the restrictions set forth in SECTION 5.6 respecting
confidentiality and provided that Buyer has complied with each and every
provision thereof, Seller shall, and shall cause the Subsidiaries to, afford
Buyer, and the counsel, accountants and other representatives of Buyer,
reasonable access, throughout the period from the date hereof to the relevant
Closing Date, to the Transferred Assets and the employees, personnel and medical
staff associated therewith and all the properties, books, contracts,
commitments, Cost Reports and records respecting the Transferred Assets
(regardless of where such information, may be located) which Seller has or to
which it has access. Such access shall be afforded to Buyer after no less than
24 hours prior written notice, during normal business hours and only in such
manner so as not to disturb patient care or to interfere with the normal
operations of the Facilities; PROVIDED, however, that, notwithstanding the
foregoing and subject to the provisions concerning nondisclosure set forth in
SECTION 5.6, without first obtaining the written consent of Mr. Donald Thayer
which consent shall not be unreasonably withheld, neither Buyer nor its counsel,
accountants and other representatives shall tour or visit the Facilities or
contact any of the employees, personnel or medical staff thereof; and PROVIDED
further that until the first to occur of the Termination Date or the Final
Closing, under no circumstances shall Buyer directly or indirectly solicit the
employment of any employees of Seller or its Subsidiaries, except as Hired
Employees pursuant to the terms hereof or except as may be permitted with the
prior written consent of a responsible officer of Seller. Seller's covenants
under this Section are made with the understanding that Buyer shall use all such
information in compliance with all Laws. The foregoing notwithstanding, Buyer
acknowledges and agrees that Buyer's access to the books and records of the
Transferred Assets shall not include access to, and Seller shall not have any
obligation to deliver to Buyer, any information concerning any alleged dispute
or any pending litigation, investigation or proceeding involving Seller or its
Affiliates that is protected by or subject to the attorney-client privilege, or
the disclosure of which is restricted by an agreement entered into in connection
with such dispute, litigation, investigation or proceeding or an order entered
by any court, or (in the case of the Unusual Proceedings) certain non-public
information; moreover, Buyer shall not have access to patient or employee
records or any other records the disclosure of which would be prohibited by any
Law, accreditation standards, or rule or agreement (express or implied) of

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confidentiality, except that Buyer may be granted access to such records to the
extent they are appropriately redacted and in conformity with such other
reasonable procedures as may be required to conform to any such requirements
of Law, accreditation standards or rule or agreement of confidentiality.

(b) Seller has provided to Buyer copies of an environmental survey
conducted with respect to each of the Facilities (the "ENVIRONMENTAL SURVEY").
The Environmental Survey was conducted by an environmental consulting firm or
firms (the "CONSULTANT") in accordance with applicable professional standards in
effect at the time the Environmental Survey was conducted and such reasonable
procedures as were determined by Seller. In the event of a disagreement between
Buyer and Seller concerning the procedures employed by the Consultant, Buyer may
at Buyer's expense employ a separate environmental consultant to conduct such
procedures requested by Buyer (subject to Seller's prior approval of such
procedures, which shall not unreasonably be withheld), and the findings of the
Buyer's Environmental consultant shall be included as an addendum to the
Environmental Survey. The results of any such Environmental Survey shall be
delivered to and owned by Seller, and all proceedings in connection with the
Environmental Survey and the results thereof shall be subject to the
confidentiality provisions of SECTION 5.6. Buyer acknowledges and agrees that
the Environmental Survey is and shall be only an initial "Phase I" environmental
site assessment. If subsequently determined by Seller, the Consultant and the
Buyer, to be necessary or prudent to conduct sampling, laboratory analyses, or
additional investigation work at any of the Facilities, Seller shall direct the
Consultant to undertake a further "Phase II" investigation involving additional
investigation and appropriate sampling and laboratory analyses respecting such
Facilities the results of which are to be included in the Environmental Survey.
In any "Phase II" investigation, Seller shall give Buyer no less than 24 hours'
notice before the Consultant enters onto any Facility, and the "Phase II"
Environmental Survey shall be conducted so as not to interfere with the normal
operation of the Facilities. Buyer shall be permitted to have one of its
employees or agents present during all inspections of, and sample gatherings
(including borings) from the soil or any floor tile, insulation or other
internal component of, a Facility and shall be entitled to split samples upon
Buyer's request. In the event that Buyer considers it necessary to conduct any
"Phase II" investigation work that Seller refuses to order, Buyer may at Buyer's
expense employ a separate environmental consultant to conduct such "Phase II"
investigation

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work at least thirty (30) days before the First Closing. Buyer shall give Seller
no less than 24 hours' notice before Buyer's environmental consultant enters
onto any Facility, and any such "Phase II" work performed by Buyer's
environmental consultant shall be conducted so as not to interfere with the
normal operations of the Facilities. Seller shall be permitted to have one of
its employees or agents present during all inspections of and sample gatherings
(including borings) from the soil or any floor tile, insulation, or other
internal component of a Facility performed by Buyer's environmental consultant
and shall be entitled to split samples upon Seller's request. Buyer shall be
liable for any repairs or other costs required to correct damage to the
Facilities resulting from such "Phase II" investigation. The findings of any
Phase II investigation prepared by Buyer's environmental consultant shall be
included as an addendum to the Environmental Survey. Notwithstanding the
foregoing, Seller may elect not to permit Buyer to conduct a "Phase II"
investigation through its own environmental consultant, in which case Buyer can
exclude the affected Facility, and the Transferred Assets and Assumed
Liabilities respecting such Facility from the Transactions, in which case the
parties shall negotiate in good faith an equitable adjustment to the Purchase
Price, or if they cannot agree upon the same, such adjustment shall be
determined in accordance with SECTION 2.14.

(c) With respect to any matters disclosed by such Environmental Survey
or listed on SCHEDULE 3.16 that would constitute a breach of Seller's warranties
in SECTION 3.16, but for the qualifications to such warranties based on Seller's
knowledge or disclosures in the Environmental Survey or on such SCHEDULE 3.16,
Seller will at its election, either (i) clean up or otherwise remediate such
matters in a reasonable manner prior to the Closing Date related to such
Facility, at its expense; or (ii) agree in writing prior to the Closing Date to
reimburse Buyer for the costs specified in such written agreement of such
reasonable clean-up or remediation incurred by Buyer after the Closing Date
related to such Facility, and to promptly reimburse Buyer after Buyer incurs
such expenses subsequent to the Closing Date related to such Facility; or (iii)
elect to exclude the affected Facility, and Transferred Assets and Assumed
Liabilities respecting such Facility, from the Transactions, in which case the
parties shall negotiate in good faith an equitable adjustment to the Purchase
Price, or if they cannot agree upon the same, such adjustment shall be
determined in accordance with SECTION 2.14; PROVIDED, however, that in no case
will Seller be required to remove or otherwise remediate (or bear the costs of
same) any Hazardous Materials used as construction

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materials in structures or improvements constituting the Facilities, or in
equipment contained therein, unless the current condition of such Hazardous
Materials has resulted in either: (i) noncompliance with any Environmental Law
or License issued pursuant to an Environmental Law; or (ii) an unreasonable
hazard to human health, human safety or the environment.

Section 6.3 UPDATING. Seller shall notify Buyer of any changes or
additions to any of Seller's Schedules to this Agreement with respect to a
particular Facility or the Transferred Assets or Assumed Liabilities related
thereto by the delivery of updates thereof, if any, as of a reasonably current
date prior to the relevant Scheduled Closing not later than three (3) business
days prior to the Scheduled Closing with respect to such Subject Transferred
Assets PROVIDED, however, that the Financial Schedule shall not be updated to
cover any period or periods subsequent to the respective dates thereof. No such
updates made pursuant to this Section shall be deemed to cure any breach of any
representation or warranty made in this Agreement, unless Buyer specifically
agrees thereto in writing, nor shall any such notification be considered to
constitute or give rise to a waiver by Buyer of any condition set forth in this
Agreement.

Section 6.4 NO SOLICITATION. Seller will not, and shall cause the
Subsidiaries not to, and will use its best efforts to cause its and their
officers, employees, agents and representatives (including any investment
banker) not to, directly or indirectly, solicit, encourage or initiate any
discussions with, or, subject to fiduciary duties to shareholders, negotiate or
otherwise deal with, or provide any information to, any corporation,
partnership, person or other entity or group, other than Buyer and its officers,
employees and agents, concerning any sale of or similar transactions involving
the Transferred Assets or the stock of the Subsidiaries. None of the foregoing
shall prohibit providing information to others in a manner in keeping with the
ordinary conduct of Seller's or the Subsidiaries' businesses. Seller shall
notify Buyer promptly of any inquiry, proposal or offer received by Seller
concerning the sale of or similar transactions involving the Transferred Assets
or the stock of the Subsidiaries. Subject to the foregoing, in the exercise of
its aforementioned fiduciary duties to shareholders, Seller may terminate this
Agreement on written notice to Buyer, which termination shall have the effect
set forth in SECTION 10.2, PROVIDED that upon consummation prior to the first
anniversary of this Agreement of any transaction or transactions with one or
more third parties covering substantially all of the Transferred

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Assets, Seller shall be obligated to pay Buyer the sum of Fifteen Million
Dollars ($15,000,000), and PROVIDED further that the payment of such sum shall
be deemed to constitute liquidated damages in lieu of any and all other
liability of Seller and the Subsidiaries to Buyer and the Buyer Subsidiaries in
connection with or related to or arising from this Agreement or the transactions
contemplated hereby, or in connection with or related to or arising from the
termination hereof.

Section 6.5 NAME CHANGES. To the extent that the corporate names of
any of the Subsidiaries incorporate or are substantially similar to the
Transferred Business Names, Seller agrees to cause the Subsidiaries promptly
after the relevant Scheduled Closing to take all action necessary to change such
names so as not to incorporate or be substantially similar to the Transferred
Business Names.

Section 6.7 PURCHASE OF SUPPLIES. Buyer may request Seller or its
Affiliates to permit Facilities transferred at such Scheduled Closing to
participate in specified national purchasing contacts of Seller or its
Affiliates for a fee to be agreed upon. If Buyer wishes to enter into such an
agreement with Seller, it shall notify Seller no later than five (5) days prior
to such Scheduled Closing, and at the Scheduled Closing the parties shall
execute a Purchasing Contract substantially in the form of EXHIBIT D hereto.
SCHEDULE 6.7 lists all of the national purchasing contracts of Seller and its
Affiliates in effect as of the date thereof which do not preclude participation
by persons which are not Affiliates of Seller.

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Section 6.8 COVENANT NOT TO COMPETE.

(a) COVENANT. Subject to the further provisions of this SECTION 6.8.
during the "Covenant Period" (as defined in SECTION 6.8(d)), none of the
Subsidiaries, Seller or any other subsidiaries of Seller in which Seller owns a
majority of the voting interests (collectively, "COVERED PARTIES") shall,
directly or indirectly (whether through a majority-owned subsidiary or
otherwise), in any Specified Capacity (as defined in this SECTION 6.8), engage
in the business of delivering mental health or alcohol or substance abuse
services through the operation of a hospital or otherwise, including without
limitation through the delivery of inpatient, partial hospitalization,
residential or outpatient services (as limited by the provisions of SECTION
6.8(b), a "COMPETING BUSINESS"). For purposes hereof, the term "SPECIFIED
CAPACITY" shall mean, subject to SECTION 6.8(b), each of the following
capacities:

(i) As an operator, manager or sole owner of the Competing
Business, whether directly or indirectly;

(iii) As a lender of money to, or a guarantor of indebtedness for
money borrowed by, any other entity engaged in a Competing Business in a
principal amount in excess of $1,000,000, except for (A) loans or
guarantees made in the ordinary course of business and not as an investment
in such entity; (B) loans or guarantees made or entered into in connection
with the sale of a Competing Business by a Covered Party; or (C) loans
represented by publicly traded instruments.

(b) EXCEPTIONS. The provisions of this SECTION 6.8 shall not apply
to and shall not prohibit the following:

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(including modifications, extensions and renewals thereof) under which a
Covered Party, in any Specified Capacity, engages in a Competing Business
as of the Final Closing, if (A) such facility, contract or Specified
Capacity is NOT acquired or assumed by Buyer or a Buyer Subsidiary pursuant
to this Agreement, or (B) such facility, contract or Specified Capacity,
is, after the Final Closing, reacquired by a Covered Party from Buyer or a
Buyer Subsidiary pursuant to this Agreement;

(ii) FACILITIES OUTSIDE GEOGRAPHIC AREA. The conduct of a
Competing Business from any location that is not within twenty-five (25)
miles of a Facility (not including satellite locations) that (A) was
acquired by Buyer or a Buyer Subsidiary pursuant to this Agreement, and (B)
at the time in question, is still owned, operated or managed by Buyer or
by a person or entity which, directly or indirectly, controls, is
controlled by or is under common control with Buyer (Facilities meeting the
requirements of both clauses (A) and (B) being herein referred to as
"COVERED FACILITIES")

(iii) ACUTE HOSPITALS. The conduct of a Competing Business from
or through any hospital, commonly referred to as an acute care hospital,
that is licensed to provide general medical and surgical services,
including related facilities that operate on the same campus as, or
under the auspices of, such acute care hospital (such hospitals and related
facilities being herein referred to as "ACUTE HOSPITALS"), including the
provision of management services to an Acute Hospital, PROVIDED THAT the
conduct of any Competing Business from or through a Specified Acute
Hospital or an Acquired Acute Hospital (as each such term is defined in
SECTION 6.8(c)) shall be subject to the further provisions of SECTION
6.8(c).

(iv) DIVESTITURE OF ACQUIRED PSYCHIATRIC FACILITIES. Other than
an Acquired Acute Hospital, the conduct of a Competing Business in a
Specified Capacity first acquired by any Covered Party after the date
hereof as part of the acquisition of interests in healthcare assets other
than the Competing Business, PROVIDED THAT no Covered Party engages in such
Competing Business after the expiration of twelve (12) months from such
acquisition and no such Competing Business is expanded during such twelve
(12) month period, except for expansions for which regulatory approval
exists,

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or for which capital expenditures have been undertaken or are in process, or
which are required by existing contracts (together, PERMITTED EXPANSIONS"); or

(c) ACUTE HOSPITAL AFFILIATIONS. With respect to an Acute Hospital
listed on SCHEDULE 6.8(c) (a "SPECIFIED ACUTE HOSPITAL"), and except as set
forth below, the exception provided by SECTION 6.8(b)(iii) above shall apply but
only to the extent such Specified Acute Hospital conducts a Competing Business
(including Permitted Expansions, the "EXEMPTED COMPETING BUSINESS") on the
Scheduled Closing Date with respect to the Facility shown on SCHEDULE 6.8(c) as
the Specified Acute Hospital's "Affiliation Facility." On and after such
Scheduled Closing Date, a Specified Acute Hospital shall not expand its services
or its Competing Business beyond the Exempted Competing Business except in
accordance with, and subject to, CLAUSES (i) through (iii) below. With respect
to any Acute Hospital acquired by a Covered Party after the date of this
Agreement and which is within twenty (20) miles of a Covered Facility (an
"ACQUIRED ACUTE HOSPITAL"), the exception provided by SECTION 6.8(b)(iii) shall
apply but only to the extent of such Acquired Acute Hospital's Exempted
Competing Business on the date the acquisition of such Acquired Acute Hospital
is consummated (the "ACQUISITION DATE"). On and after such Acquisition Date, an
Acquired Acute Hospital shall not expand its services or its Competing Business
beyond the Exempted Competing Business except in accordance with, and subject
to, CLAUSES (i) through (iii) below.

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(i) Seller or its relevant Affiliate must first provide Buyer
notice that it proposes to expand its services or Competing Business beyond
the Exempted Competing Business, and shall briefly describe the nature and
scope of the expanded Competing Business in which it proposes to engage.
Within thirty (30) days following its receipt of such notice, Buyer shall
cause (A) the Affiliation Facility with respect to a Specified Acute
Hospital (as noted in SCHEDULE 6.8(c)) to offer the Specified Acute
Hospital the opportunity to enter into an affiliation agreement with its
Affiliation Facility, or (B) the closest Covered Facility with respect to
an Acquired Acute Hospital to offer the Acquired Acute Hospital the
opportunity to enter into an affiliation agreement. All affiliation
agreements must be on customary industry terms, pursuant to which the
relevant Covered Facility will agree to provide all services comprising the
expanded Competing Business to Payors and patients of, and to subscribers
or other participants in services or programs provided by, the Acute
Hospital at the Covered Facility's usual and customary prices, terms and
conditions which the parties shall negotiate expeditiously and in good
faith. The term of the affiliation agreement shall be for the Covenant
Period for such Specified or Acquired Acute Hospital and shall give the
Specified Acute Hospital or Acquired Acute Hospital, as the case may be,
the right to extend the agreement for two successive one-year periods.

(iii) The entry into such affiliation agreement by the Specified
Acute Hospital or Acquired Acute Hospital and the performance thereof by
the Specified Acute Hospital or Acquired Acute Hospital (including, without
limitation, the failure to provide such Competing Business by the Specified
Acute Hospital or Acquired Acute Hospital) will not violate or conflict
with, or cause a default under, the terms of any License, accreditation
standard or Payor contract to which the Specified Acute Hospital or
Acquired Acute Hospital is then subject.

If the terms and conditions set forth in CLAUSE (i) through (iii) (other than
the first sentence of CLAUSE (i)) are not met as to the expanded Competing

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Business of a Specified or Acquired Acute Hospital, the exception provided by
SECTION 6.8(b)(iii) above shall apply to such expanded Competing Business of
such Specified or Acquired Acute Hospital.

(d) COVENANT PERIOD. The term of the covenant (the "COVENANT
PERIOD") set forth in SECTION 6.8(a) shall expire on the third anniversary of
the Final Closing, except (i) as to a Specified Acute Hospital, the covenant
shall expire on the earlier of the third anniversary of the Final Closing or
the date on which such Specified Acute Hospital's Affiliation Facility is no
longer a Covered Facility, and (ii) as to an Acquired Acute Hospital, the
covenant shall expire on the earlier of the third anniversary of the Final
Closing or the second anniversary of the Acquisition Date for such Acquired
Acute Hospital.

(f) INJUNCTIVE RELIEF. Each of the parties to this Agreement
acknowledges that (i) the covenant and restrictions contained in this SECTION
6.8 are necessary, fundamental and required for the protection of the business
of Buyer and its operation (through the Buyer Subsidiaries) of the Facilities;
(ii) this covenant relates to matters which are of a special character and which
give this covenant a special value, and (iii) a breach of the covenant contained
in this SECTION 6.8 will result in irreparable harm and damages to Buyer and
Buyer Subsidiaries which cannot be adequately compensated for by a monetary
award. Accordingly, it is expressly agreed that in addition to all other
remedies available in law or in equity, Buyer and Buyer Subsidiaries shall be
entitled to the remedy of a temporary restraining order, preliminary injunction
or such other form of injunctive or equitable relief as may be issued by any
court of competent jurisdiction to restrain or enjoin a Covered Party from
breaching this covenant or any provision of this SECTION 6.8 or otherwise to
specifically enforce the provisions of this covenant.

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Section 6.9 AUDITED STATEMENTS. Prior to and after any relevant
Scheduled Closing, Seller shall make the books and records (other than those
protected by or subject to the attorney-client privilege) and unaudited
financial statements of the Subsidiaries which are related to the Facilities and
are for periods prior to such Scheduled Closing available to Buyer and Buyer's
and Seller's independent accountants at reasonable times and in a manner so as
to not unduly interfere with Seller's operations, and otherwise cooperate with
Buyer in order to permit an audit of the Subsidiaries financial statements for
periods prior to such Scheduled Closing. Seller shall reasonably cooperate in
assisting Buyer in obtaining and preparing all necessary information for the
timely filing of any documents required to be filed by Buyer under the
Securities Exchange Act of 1934 related to the transactions contemplated hereby.
Without limiting the effect of Section 5.5 of this Agreement, the audit and the
out-of-pocket costs of Seller's cooperation in obtaining and preparing any
information (including, without limitation, all services of Seller's independent
accountants rendered in connection therewith) will be paid for by Buyer.

SECTION 6.10 POST-CLOSING INSURANCE. Seller for five years after the
Final Closing, shall maintain its existing comprehensive general liability and
hospital professional liability insurance coverages with respect to the
Facilities for all periods prior to the Closing in substantially their present
form as described on SCHEDULE 3.26(b) (the "INSURANCE PROGRAM"), provided that
(a) Seller shall have the right to reduce (but not increase beyond $2,000,000
per occurrence) the existing deductible under the Insurance Program and
(b) shall have the right to cancel or terminate, or have cancelled or
terminated, the coverages under the Insurance Program so long as Seller acquires
(from (i) its present insurance company or (ii) another reasonably acceptable
insurance company under a reasonably acceptable policy) an extended discovery
period of not less than five years after any such cancellation or termination
for periods prior to the Final Closing. Such Insurance Program if maintained,
shall be maintained at Seller's expense, and if such Insurance Program is
maintained Seller shall cause Buyer and each Buyer Subsidiary to be named as an
additional

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insured with respect to the applicable FacilitY and Seller shall provide Buyer
with copies thereof and copies of renewals prior to the expiration of the prior
policy or policies. Seller shall use commercially reasonable efforts to avoid
invalidating the insurance policies referred to in this SECTION 6.10.

Section 6.12 NON-DISTURBANCE AGREEMENTS. Seller hereby agrees to
exercise its reasonable commercial efforts, prior to the relevant Scheduled
Closing, to obtain from each existing mortgagee of each Facility identified
below a non-disturbance agreement providing in substance that in the event the
lessor or sublessor of such Facility defaults in its obligations to the
mortgagee respecting indebtedness existing at the relevant Scheduled Closing and
as a result thereof the mortgagee forecloses upon, exercises a power of sale or
otherwise succeeds to the ownership of such property, then and in such event,
such foreclosure or other change in ownership shall not terminate or affect the
validity of the Real Property Lease respecting such Facility assigned to Buyer
hereunder, PROVIDED THAT Buyer hereby agrees that, in connection with Seller's
obtaining any such non-disturbance agreement, Buyer will execute such
reasonable agreements in favor of such mortgagee confirming the attornment of
Buyer to such mortgagee or its assigns, and subordinating the Real Property
Lease to the interest of such mortgagee, under such circumstances. In the event
that Seller shall be unable to obtain any such non-disturbance agreement and the
lessor's or sublessor's default under indebtedness existing at the relevant
Scheduled Closing results in the termination of any such Real Property Lease
prior to the expiration of the current term and any renewal terms available in
that Real Property Lease as of the relevant Scheduled Closing, then Seller
shall indemnify Buyer,

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in accordance with the provisions of SECTION 11.3(a)(ii), for Losses arising
therefrom but not in excess of the portion of the Purchase Price allocated to
such Facility in the Allocation Schedule, PROVIDED THAT Buyer shall provide
Seller with notice of any such default or claimed default by the lessor or
sublessor reasonably promptly following Buyer's receipt of any notice or
knowledge respecting same. The Facility and Real Property Lease to which this
Section shall apply is the Real Property Lease respecting the hospital numbered
as Facility No. 50.

ARTICLE 7
ADDITIONAL COVENANTS OF BUYER

Section 7.3 COST REPORTS AND AUDIT CONTESTS. After each Scheduled
Closing and for the period of time necessary to conclude any pending or
potential audit or contest of any Cost Reports with respect to the Facilities
transferred at such Scheduled Closing that include periods ending on or before
the relevant Closing Date, Buyer shall (a) properly keep and preserve all
financial books and records delivered to Buyer by Seller and the Subsidiaries
(if any) and utilized in preparing such Cost Reports, including, without
limitation, accounts payable invoices, Medicare logs and billing information in
accordance with SECTION 5.7; and (b) within five (5) days of Buyer's receipt of
the same, forward to Seller all information received from Payors relating to
periods prior to and as of the relevant Closing Date including, without
limitation, Cost Report Settlements, notices of program reimbursements, demand
letters for payment and proposed audit adjustments. Upon reasonable written
notice by Seller, Seller (or its agents) shall be entitled, at Seller's expense,
during regular business hours, to have access to, inspect and make copies of all

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such books and records. Upon the reasonable request of Seller, Buyer shall
assist Seller and the Subsidiaries in obtaining information deemed by Seller to
be necessary or desirable in connection with any audit or contest of such
reports. To the extent required to meet its obligations under this Section,
Buyer shall provide the reasonable support of its employees at no cost to
Seller.

Section 7.4 TAX MATTERS. After each Scheduled Closing, Buyer shall be
responsible for causing its employees, at no cost to Seller, to assist Seller
and the Subsidiaries, in the same manner and to the extent that personnel of the
Facilities currently provide such assistance, in the preparation and filing of
all returns relating to taxes imposed upon the businesses operated through the
Transferred Assets that relate to periods ending on or prior to the relevant
Scheduled Closing but are due after the relevant Closing Date and that are not
related to Taxes included in the Assumed Liabilities, including without
limitation, income tax and information returns. It is further acknowledged by
Buyer that Taxes (including, without limitation, the Florida indigent care tax)
imposed upon the right or privilege to do business from the Facilities after the
Closing shall be Buyer's responsibility even if measured by gross receipts, net
operating revenues or patient days for a period ending on, before or including
a Closing Date and that Taxes included in Accrued Operating Expenses shall be
only those properly accruable, in accordance with generally accepted accounting
principles, for the right or privilege of doing business through the relevant
Closing Date. Buyer further agrees to exercise its reasonable commercial
efforts to have the income tax year of any venture or partnership referred to in
SECTION 2.1(c) terminated as of the relevant Scheduled Closing with respect to
the pertinent Subsidiary or Subsidiaries transferring its interests therein.

Section 7.5 LETTERS OF CREDIT. Subject to the terms and conditions
hereof, at the relevant Scheduled Closing, Buyer shall cause letters of credit
and indemnity or performance bonds to be provided to substitute for those
letters of credit and bonds listed in SCHEDULE 7.5, so that at and as of such
Scheduled Closing Seller and its Affiliates shall have no further obligation to
provide such designated letters of credit or bonds.

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take any action which would cause any of Buyer's representations and warranties
set forth in ARTICLE 4 to be false as of the relevant Scheduled Closing.

ARTICLE 8
BUYER'S CONDITIONS TO CLOSING

SECTION 8.1 PERFORMANCE OF AGREEMENT. Seller shall have performed in
all material respects its agreements and obligations contained in this Agreement
required to be performed on or prior to the Scheduled Closing.

SECTION 8.2 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Seller set forth in ARTICLE 3 of this
Agreement shall be true in all respects as of the date of this Agreement (unless
the inaccuracy or inaccuracies which would otherwise result in a failure of this
condition have been cured by the Scheduled Closing) and as of the Scheduled
Closing (as updated by the revising of Schedules contemplated by SECTION 6.3)
as if made as of such time, except where

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such inaccuracy or inaccuracies would not individually or in the aggregate
result in a Material Adverse Effect on the Facility in question.

Section 8.4 CONSENTS. The waiting period under the HSR Act shall have
expired or been terminated, and, subject to the provisions of SECTION 2.12, all
approvals, consents, authorizations and waivers from governmental and
accreditation agencies the absence of which would render Buyer unable to operate
the facility in the manner operated prior to such Scheduled Closing, and all
approvals, consents, authorizations and waivers from other third parties to the
extent shown on the Schedule of Required Consents (collectively "CONSENTS")
required for Buyer to consummate the Transactions with respect to such Facility,
shall have been obtained, except that a Consent from a third party to the sale
and assignment of a Transferred Asset, such as a Medicare or Medicaid provider
agreement, or the assumption of an Assumed Liability with respect thereto, shall
not constitute a condition to Buyer's consummation of the Transactions with
respect to a facility if such sale, assignment or assumption may lawfully be
made subject to a customary condition subsequent that the Consent be obtained
from the third party based upon determinations of such third party, including
without limitation needs surveys or evaluations of Buyer, to be completed after
the Scheduled Closing. As to each of the Real Property Leases listed on the
Schedule of Required Consents, Buyer shall have received an estoppel
certificate, identifying the lease and stating that such lease is in full force
and effect, that the lessee under such lease is current in all of its
obligations under such lease and that the lessor is not aware of any default by
lessee under such lease.

Section 8.5 ABSENCE OF INJUNCTIONS. There shall be no:

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such Facility or any significant portion of the Transferred Assets with respect
thereto as a result of the consummation of the Transactions contemplated hereby;

PROVIDED THAT:

(ii) In the event that (A) the "First Closing" has occurred under
the First Facilities Agreement, (B) there is such a pending or threatened
suit, action, proceeding, injunction, restraining order or other order,
made, sought, issued, initiated or obtained by a governmental agency in
respect of Transactions contemplated to occur at the Final Closing under
this Agreement, and (C) on or prior to the original Termination Date for
such Final Closing, the parties and such agency have entered into a written
agreement which would resolve such controversy but such agreement is
subject to final agency approval that has not been obtained on or prior to
the fifth business day before the original Termination Date for the Final
Closing, then and in such events the original Termination Date for the
Final Closing shall be extended to the fifth business day following such
final agency approval if the date of such approval is within five (5)
business days of the end of a month or the original Termination Date for
the Final Closing shall be extended to the end of the month in which such
approval is obtained if the date of such approval is not within five (5)
business days of the end of a month, but in no event shall the original
Termination Date for the Final Closing be

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extended for more than three (3) calendar months from the original
Termination Date; and

(iii) Clauses (a) through (c) above notwithstanding, the
effect of any such event, action or suit shall be to exclude the affected
Facility from the Scheduled Closing and, if such Facility is not
transferred in subsequent Closing, to adjust the Purchase Price pursuant to
the Allocation Schedule.

Section 8.7 TITLE TO REAL PROPERTY. Title to Transferred Assets related
to the Facility comprised of interests in real property shall have been
evidenced by the willingness of Chicago Title Insurance Company (or an
Affiliate thereof) (the "TITLE INSURER") to issue at regular rates ALTA (or the
local equivalents thereof) owner's or lessee's, as the case may be, extended
coverage policies of title insurance (1990 Form B) (the "TITLE POLICIES"), with
the survey exception removed, in amounts equal to the respective portions of
the Purchase Price allocated to such interests, showing title to such interests
in such real property vested in Buyer subject to transfer of such interest to
Buyer. Each such Title Policy shall be free of exceptions relating to (i),
except for Title Policies respecting Facilities located in Texas, any claim
which arises out of the transaction vesting in Buyer the estate or interest
insured by the Title Policy, by reason of the operation of federal bankruptcy,
state insolvency or similar creditor's rights laws, and (ii) rights of the
United States of America, and the state in which the real property covered by
the Title Policy is located, of either of them, to recover any federal funds
advanced as provided in the Hill-Burton Act, 42 U.S.C. Sections 291 et. seq.
Such Title Policies shall additionally be free of all other exceptions,
including other standard exceptions, other than the following:

(a) A lien or liens to secure payment of real estate taxes, not
delinquent;

(b) Exceptions, other than those listed on SCHEDULE 8.7(b), disclosed
by current standard ALTA Preliminary Title Reports, delivered

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to and approved (except as shown on SCHEDULE 8.7(b)) by Buyer prior to the date
hereof (as indicated by Buyer's signature of approval appended thereto) together
with copies of all documents underlying the exceptions contained therein; and

The willingness of the Title Insurer to issue the Title Policies shall be
evidenced either by the issuance thereof at the relevant Scheduled Closing or
the written commitments or binders, dated as of the relevant Scheduled Closing,
of the Title Insurer to issue such Title Policies within a reasonable time after
the relevant Closing Date, subject to actual transfer of the real property in
question. If the Title Insurer is unwilling to issue any such Title Policy, it
shall be required to provide Buyer and Seller, in writing, notice setting forth
the reason(s) for such unwillingness on or before the relevant Closing Date.
Seller shall have the right to seek to cure any defect which is the reason for
such unwillingness, and, if such notice by the Title Insurer is given less than
ten (10) business days prior to the then Scheduled Closing, then the relevant
Closing Date (and, to the extent necessary, the Termination Date) shall be
extended for a period of up to ten (10) business days to provide to Seller such
opportunity to cure. In the event that, despite Seller's efforts to cure, the
Title Insurer remains unwilling to issue any such Title Policy on the Final
Closing Date (as may be extended as provided herein), then, at the election of
Buyer, and without affecting the other conditions of the parties to consummation
of the Transactions, such real property interests not covered by such a Title
Policy shall not be included in the Transferred Assets and shall be deemed to be
Excluded Assets, and liabilities associated therewith that would otherwise be
Assumed Liabilities shall be deemed to be Excluded Liabilities; and Buyer and
Seller shall negotiate in good faith prior to the Final Closing Date an
adjustment in the Purchase Price based on the Allocation Schedule. If the
parties cannot agree upon such adjustment, then the disagreement shall be
resolved in accordance with SECTION 2.14. Notwithstanding the foregoing, Buyer
may accept such title to any such interests as the pertinent Subsidiary may be
able to convey, and such title insurance with respect to the same as the Title
Insurer is willing to issue, in which case such interests shall be conveyed as
part of the Transferred Assets without reduction of the Purchase Price or any
credit or allowance

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against the same and without any other liability on the part of Seller or the
Subsidiaries.

Section 8.8 RECEIPT OF OTHER DOCUMENTS. Buyer shall have received the
following:

(b) Certified copies of Seller's and each relevant Subsidiary's
Charter Documents, together with a certificate of the corporate secretary of
each that none of such documents have been amended;

(f) Certificates of non-foreign status in the form required by
Section 1445 of the Code duly executed by Seller and the relevant Subsidiaries.

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relevant Scheduled Closing substantially as operated by the relevant Subsidiary
immediately prior to the relevant Scheduled Closing.

Section 8.10 CASUALTY; CONDEMNATION.

(b) CONDEMNATION. From the date hereof until the relevant Scheduled
Closing, in the event that any portion of the Transferred Assets related to the
Facility becomes subject to or is threatened with any condemnation or eminent
domain proceedings (except for an immaterial portion), then Buyer, at its sole
option, may elect to terminate this Agreement with respect only to that part
which is condemned or

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threatened to be condemned with a reduction in the Purchase Price determined as
provided in SECTION 8.10(a).

Section 8.11 REASONABLE ASSURANCES. There shall not have been any
actions taken by the United States government to indicate that it is reasonably
likely that either the Unusual Proceedings or any proceeding, investigation,
claim or lawsuit relating thereto, in each case relating to periods prior to the
relevant Scheduled Closing, (a) shall be applied to or be expanded to include an
assertion against Buyer or the applicable Buyer to Subsidiaries with respect to
their operation of the Facility after the relevant Scheduled Closing, or (b)
would be the basis of any investigation or proceeding to exclude Buyer or the
applicable Buyer Subsidiaries from participation in any government healthcare
program with respect to the operations of the Facility after the relevant
Scheduled Closing, or (c) would result in the Transferred Assets being subjected
to forfeiture under 18 U.S.C. Section 1961-1966 or otherwise.

ARTICLE 9
SELLER'S CONDITIONS TO CLOSING

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Section 9.4 CONSENTS. The waiting period under the HSR Act shall have
expired or been terminated, and, subject to the provisions of SECTION 2.12, all
Consents required for Seller to consummate the Transactions with respect to such
Facility shall have been obtained, except that a Consent from a third party to
the sale and assignment of a Transferred Asset, such as a Medicare or Medicaid
provider agreement, or the assumption of an Assumed Liability with respect
thereto, shall not constitute a condition to Seller's consummation of the
Transactions with respect to such Facility if such sale, assignment or
assumption may lawfully be made subject to a customary condition subsequent that
the Consent be obtained from the third party based upon determinations of such
third party, including without limitation needs surveys or evaluations of Buyer,
to be completed after the Scheduled Closing, whether or not such third party
indicates prior to the Scheduled Closing that any such Consent is likely or not
likely to be given.

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Section 9.5 ABSENCE OF INJUNCTIONS. There shall be no:

(b) Suit, action or other proceeding by any governmental agency
pending before any court, governmental agency or non-governmental,
self-regulatory organization, or threatened (pursuant to a written
notification), wherein such complainant seeks the restraint or prohibition of
the consummation of the Transactions related to such Facility or asserts the
illegality of the Transactions related to such Facility; or

PROVIDED THAT:

(ii) In the event that (A) the "First Closing" has occurred
under the First Facilities Agreement, (B) there is such a pending or
threatened suit, action, proceeding, injunction, restraining order or other
order, made, sought, issued, initiated or obtained by a governmental agency
in respect of Transactions contemplated to occur at the Final Closing under
this Agreement, and (C) on or prior to the original Termination Date for
such Final Closing, the parties and such agency have entered into a written
agreement which would resolve such controversy but such agreement is
subject to final agency approval that has not been obtained on or prior to
the fifth business day before the original Termination Date for the Final
Closing, then and in such events the original Termination Date for the
Final Closing shall be extended to the fifth business day following such
final agency approval if the date of such approval is within five (5)
business days of the end of a month or the

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original Termination Date for the Final Closing shall be extended to the
end of the month in which such approval is obtained if the date of such
approval is not within five (5) business days of the end of a month, but in
no event shall the original Termination Date for the Final Closing be
extended for more than three (3) calendar months from the original
Termination Date; and

Section 9.7 RECEIPT OF OTHER DOCUMENTS. Seller shall have received the
following:

(a) Certified copies of the resolutions of Buyer's and each relevant
Buyer Subsidiary's board of directors respecting this Agreement, the Related
Agreements and the Transactions;

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(e) Copies of all third party and governmental consents, permits and
authorizations that Buyer has received in connection with the Agreement, the
Related Agreements and the Transactions; and

(f) A certificate of Buyer executed on its behalf by the Chief
Executive Officer and the Chief Financial Officer of Buyer stating that to the
best of their knowledge and belief, specifying in reasonable detail their basis
for same, after giving effect to the Transactions, neither Buyer nor any
relevant Buyer Subsidiary is insolvent or will be rendered insolvent by
obligations incurred in connection therewith, or will be left with unreasonably
small capital with which to engage in their businesses, or will have incurred
obligations beyond their respective abilities to perform the same as and when
due.

ARTICLE 10
TERMINATION

Section 1O.1 TERMINATION. Any Transactions contemplated hereby that have
not been consummated may be terminated:

(a) At any time, by mutual written consent of Seller and Buyer; or

(b) By either Buyer or Seller upon written notice to the other party,
if (i) the relevant Scheduled Closing shall not have occurred by its Termination
Date; or (ii)(A) in the case of termination by Seller, the conditions set forth
in SECTION 2.13 and ARTICLE 9 for the relevant Scheduled Closing cannot
reasonably be met by its Termination Date or Seller has terminated this
Agreement pursuant to SECTION 6.4, and (B) in the case of termination by Buyer,
the conditions set forth in SECTION 2.13 and ARTICLE 8 for the relevant
Scheduled Closing cannot reasonably be met by its Termination Date, unless in
either of the cases described in CLAUSES (A) or (B), the failure of the
condition is the result of the material breach of this Agreement by the party
seeking to terminate. The Termination Date for the First Closing shall be
September 1, 1994, unless on or prior to such date there has been a "First
Closing" under the First Facilities Agreement, in which case, the Termination
Date for all Closings under this Agreement shall be September 30, 1994. Each
such date, or such later date as may be specifically provided for in this
Agreement (including any date arising under the operation of SECTIONS 8.5(c)(ii)
and 9.5(c)(ii)

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hereof) or agreed upon by the parties, is herein referred to as the "TERMINATION
DATE."

Each party's right of termination hereunder is in addition to any other rights
it may have hereunder or otherwise.

Section 10.2 EFFECT OF TERMINATION. If there has been a termination
pursuant to SECTION 10.1 prior to the First Closing, then this Agreement shall
be deemed terminated, and all further obligations of the parties hereunder
shall terminate, except that the obligations set forth in SECTIONS 5.5 and 5.6
and in ARTICLES 11 and 12 shall survive. In the event of termination of this
Agreement as provided above, there shall be no liability on the part of a party
to another under and by reason of this Agreement or the transactions
contemplated hereby except as set forth in ARTICLE 11 and except for
intentionally fraudulent acts by a party, the remedies for which shall not be
limited by the provisions of this Agreement. In the event of a termination
after the First Closing, then all further obligations of the parties respecting
Transactions that have not been consummated shall terminate, except that the
obligations set forth in SECTIONS 5.5 and 5.6 and in ARTICLES 11 and 12 shall
survive, and there shall be no liability on the part of a party to another in
respect of such unconsummated Transactions except as set forth in ARTICLE 11 and
except for intentionally fraudulent acts by a party, the remedies for which
shall not be limited by this Agreement. The foregoing provisions shall not,
however, limit or restrict the availability of specific performance or other
injunctive or equitable relief to the extent that specific performance or such
other relief would otherwise be available to a party hereunder.

ARTICLE 11
SURVIVAL AND REMEDIES; INDEMNIFICATION

Section 11.1 SURVIVAL. Except as may be otherwise expressly set forth in
this Agreement, the representations, warranties, covenants and agreements of
Buyer and Seller set forth in this Agreement, or in any writing required to be
delivered in connection with this Agreement, shall survive the Scheduled
Closings and the consummations of the Transactions.

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ties, covenants and agreements of the other party contained in this Agreement
and the Related Agreements shall be the remedies contained in this ARTICLE 11.
Notwithstanding the foregoing, with respect to any matters associated with any
of the Owned Real Properties or Leased Real Properties involving environmental
contamination or noncompliance with any applicable Environmental Law, if the
First Closing occurs, nothing in this ARTICLE 11 shall limit or restrict a
party's rights or remedies against, or obligations to, another party or any
third party arising under any Environmental Law, if such matter (a) was in
existence on or prior to the relevant Scheduled Closing, (b) was not identified
in the Environmental Survey or SCHEDULE 3.16 (or an update thereto pursuant to
SECTION 6.3), (c) was unknown to Seller or any Subsidiary as of the relevant
Scheduled Closing, and (d) would not constitute a breach of Seller's warranties
in SECTION 3.16.

Section 11.3 INDEMNITY BY SELLER.

(a) Seller shall indemnify Buyer and the Buyer Subsidiaries and hold
them harmless from and against any and all claims, demands, suits, loss,
liability, damage and expense, including reasonable attorneys' fees and costs of
investigation, litigation, settlement and judgment (collectively "LOSSES"),
which they may sustain or suffer or to which they may become subject as a result
of:

(i) The inaccuracy of any representation or the breach of any
warranty made by Seller herein or by Seller or a Subsidiary in a Related
Agreement, PROVIDED, that any such inaccuracy or breach shall be determined
without regard to any qualification of such representation or warranty
relating to materiality or any Material Adverse Effect;

(ii) The nonperformance or breach of any covenant or agreement
made or undertaken by Seller in this Agreement or by Seller or a Subsidiary
in a Related Agreement; and

(iii) If a Scheduled Closing occurs, the failure of Seller or any
Subsidiary to pay, discharge or perform as and when due, any of the
Excluded Liabilities (including, without limitation, the Excluded
Liabilities enumerated in SECTIONS 2.4(c), (d), (e) and (g), and any Losses
as a result of or in connection with the failure

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of Seller and the Subsidiaries to comply with any Bulk Sales Laws referred
to in SECTION 7.1).

(b) The indemnification obligations of Seller provided above shall, in
addition to the qualifications and conditions set forth in SECTIONS 11.5 and
11.6, be subject to the following qualifications:

(i) Buyer and the Buyer Subsidiaries shall not be entitled to
indemnity under SUBSECTION (a)(i) above (except for claims arising under
SECTIONS 3.1, 3.2, 3.3 and 3.7) unless:

(A) Written notice to Seller of such claim specifying the
basis thereof is made, or an action at law or in equity with respect
to such claim is served, before the second anniversary of the earlier
to occur of the relevant Closing Date or the date on which this
Agreement is terminated, as the case may be;

(B) If a Scheduled Closing occurs, the Losses sustained or
suffered by Buyer and the Buyer Subsidiaries or to which they may be
subject as a result of circumstances described in such SUBSECTION
(a)(i) and in SECTION 11.3(a)(i) of the First Facilities Agreement
exceed, in the aggregate, the sum of Three Million Dollars
($3,000,000) (the "TRIGGER AMOUNT"), in which case Buyer and the Buyer
Subsidiaries shall be entitled only to recover the amount by which
such aggregate Losses exceed Two Million Dollars ($2,000,000) (the
"DEDUCTIBLE AMOUNT"), PROVIDED, however, that individual claims of Two
Thousand Dollars ($2,000) or less shall not be aggregated for purposes
of calculating either the Trigger Amount, the Deductible Amount or the
excess of Losses over the Deductible Amount;

(C) If a Scheduled Closing occurs, in no event shall Seller
be liable to Buyer and the Buyer Subsidiaries under SUBSECTION (a)(i)
for Losses in the nature of consequential damages, lost profits,
damage to reputation or the like, but such damages shall be limited to
out-of-pocket Losses and diminution in value; and

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(D) If a Scheduled Closing occurs, in no event shall Seller
be liable to Buyer and the Buyer Subsidiaries under SUBSECTION (a)(i)
of this Agreement and under SECTION 11(a)(i) of the First Facilities
Agreement for amounts which, in the aggregate, exceed the sum of (x)
that portion of the Purchase Price paid pursuant to SECTION 2.5(a) of
this Agreement and pursuant to SECTION 2.5(a) of the First Facilities
Agreement for assets actually acquired and (y) the amount paid
pursuant to the penultimate sentence of SECTION 2.5 of this Agreement
and pursuant to the penultimate sentence of SECTION 2.5(a) of the
First Facilities Agreement; PROVIDED that in the event Buyer and the
Buyer Subsidiaries make claims in the aggregate for Losses with
respect to a Facility that exceed seventy-five percent (75%) of the
portion of the Purchase Price allocated to such Facility in the
Allocation Schedule, then substantially concurrently with the making
of such claim or claims, Buyer shall cause such Facility to be offered
in writing for resale to Seller at a cash price equal to such
allocated portion of the Purchase Price less amounts, if any,
previously paid by Seller to Buyer with respect to Buyer's claims for
Losses with respect to such Facility and on an "as is, where is"
basis, in which case:

(1) Seller shall have thirty (30) days to accept such
offer in writing;

(2) If Seller accepts such offer, it shall have one
hundred fifty (150) days to close such transaction;

(3) At the closing of such transaction, Buyer shall
cause all of the right, title and interest of its Affiliates
in such Facility and related assets to be conveyed to
Seller (or a designee of Seller) in the same condition of
title as the Facility and related assets were originally
sold, assigned, transferred and conveyed by Seller and the
Subsidiaries hereunder, and Seller (or such designee) shall
assume disclosed operating liabilities of the Facility of
the same types as the Assumed Liabilities PROVIDED that if
the dollar amount of such liabilities exceeds the dollar
amount of the Assumed Liabilities respecting such Facility

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originally assumed by Buyer hereunder, then there shall be a
dollar-for-dollar reduction in the purchase price payable by
Seller (or its designee) to the extent of such excess; and

(4) Simultaneous with such closing, Buyer and the
Buyer Subsidiaries shall release Seller from further
liability under SUBSECTION (a)(i) for Losses with respect
to such Facility.

(ii) If a Scheduled Closing occurs, Buyer and the Buyer
Subsidiaries shall not be entitled to indemnity under SUBSECTIONS
(a)(ii)-(iii) above except for out-of-pocket Losses actually suffered or
sustained by them or to which they may become subject as a result of
circumstances described in such SUBSECTIONS (a)(ii)-(iii), and such
indemnity shall not include Losses in the nature of consequential damages,
lost profits, diminution in value, damage to reputation or the like; except
that the provisions of this clause (b)(ii) shall not apply to breaches of
SECTIONS 5.6 and 6.8, PROVIDED that the liability of Seller and the
Subsidiaries for breaches of such Sections shall be subject to the
provisions of SUBSECTION (b)(i)(D) above and that the liability of Seller
and the Subsidiaries for breaches of such Sections shall be aggregated with
the liability of Seller under SUBSECTION (a)(i) for purposes of SUBSECTION
(b)(i)(D).

(iii) Seller shall have no liability for Losses arising from the
breach of any warranty related to Net Book Values, including without
limitation the warranties contained in SECTIONS 3.17 and 3.18, and no such
Losses shall be applied against the Trigger Amount or the Deductible Amount
or the excess of Losses over the Deductible Amount, it being agreed that
the liability of the Seller with respect to Net Book Values, if any, shall
be resolved in accordance with the provisions of SECTIONS 2.6(a), (b) and
(c).

Section 11.4 INDEMNITY BY BUYER.

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(i) The inaccuracy of any representation or the breach of any
warranty made by Buyer herein or by Buyer or a Buyer Subsidiary in a
Related Agreement, PROVIDED that any such inaccuracy or breach shall be
determined without regard to any qualification of such representation or
warranty relating to materiality or any Material Adverse Effect;

(ii) The nonperformance or breach of any covenant or agreement
made or undertaken by Buyer in this Agreement or by Buyer or a Buyer
Subsidiary in a Related Agreement;

(iii) If a Scheduled Closing occurs, the failure of Buyer to pay,
discharge or perform as and when due, any of the Assumed Liabilities; and

(iv) If a Scheduled Closing occurs, the ongoing operations of
Buyer and the Transferred Assets after the relevant Closing Date, including
but not limited to the continuation or performance by Buyer after the
relevant Closing Date of any agreement or practice of the Seller or the
Subsidiaries.

(b) The indemnification obligations of Buyer provided above shall, in
addition to the qualifications and conditions set forth in SECTIONS 11.5 and
11.6, be subject to the following qualifications:

(i) Seller and the Subsidiaries shall not be entitled to
indemnity under SUBSECTION (a)(i) above (except for claims under SECTIONS
4.1, 4.2, 4.3 and 4.7) unless:

(A) Written notice to Buyer of such claim specifying the
basis thereof is made, or an action at law or in equity with respect
to such claim is served, before the second anniversary of the earlier
to occur of the relevant Closing Date or the date on which this
Agreement is terminated, as the case may be;

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the Trigger Amount, in which case Seller and the Subsidiaries shall be
entitled only to recover the amount by which such Losses exceed, in
the aggregate, the Deductible Amount, PROVIDED, however, that
individual claims of Two Thousand Dollars ($2,000) or less shall not
be aggregated for purposes of calculating either the Trigger Amount,
the Deductible Amount or the excess of Losses over the Deductible
Amount; and

(C) If a Scheduled Closing occurs, in no event shall Buyer
be liable to Seller and the Subsidiaries under SUBSECTION (a)(i) for
Losses in the nature of consequential damages, lost profits, damage to
reputation or the like, but such damages shall be limited to
out-of-pocket Losses and diminution in value.

(ii) If a Scheduled Closing occurs, Seller and the Subsidiaries
shall not be entitled to indemnity under SUBSECTIONS (a)(ii)-(iv) above
except for out-of-pocket Losses actually suffered or sustained by them or
to which they may become subject as a result of circumstances described in
such SUBSECTIONS (a)(ii)-(iv), and such indemnity shall not include Losses
in the nature of consequential damages, lost profits, diminution in value,
damage to reputation or the like, except that the provisions of this clause
(b)(ii) shall not apply to breaches of SECTIONS 5.6 or 5.7.

Section 11.5 FURTHER QUALIFICATIONS RESPECTING INDEMNIFICATION. The
right of a party (an "INDEMNITEE") to indemnity hereunder shall be subject to
the following additional qualifications:

(a) The Indemnitee shall promptly upon its discovery of facts or
circumstances giving rise to a claim for indemnification, including receipt by
it of notice of any demand, assertion, claim, action or proceeding, judicial,
governmental or otherwise, by any third party (such third party actions being
collectively referred to herein as "THIRD PARTY CLAIMS"), give notice thereof to
the indemnifying party (the "INDEMNITOR"), such notice in any event to be given
within sixty (60) days from the date the Indemnitee obtains actual knowledge of
the basis or alleged basis for the right of indemnity or such shorter period as
may be necessary to avoid material prejudice to the Indemnitor; and

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<PAGE>

(b) In computing Losses, such amounts shall be computed net of any
related recoveries to which the Indemnitee is entitled under insurance policies
or other related payments received or receivable from third parties and net of
any tax benefits actually received by the Indemnitee or for which it is
eligible, taking into account the income tax treatment of the receipt of
indemnification.

Section 11.6 PROCEDURES RESPECTING THIRD PARTY CLAIMS. In providing
notice to the Indemnitor of any Third Party Claim (the "CLAIM NOTICE"), the
Indemnitee shall provide the Indemnitor with a copy of such Third Party Claim or
other documents received and shall otherwise make available to the Indemnitor
all relevant information material to the defense of such claim and within the
Indemnitee's possession. The Indemnitor shall have the right, by notice given
to the Indemnitee within fifteen (15) days after the date of the Claim Notice,
to assume and control the defense of the Third Party Claim that is the subject
of such Claim Notice, including the employment of counsel selected by the
indemnitor after consultation with the Indemnitee, and the Indemnitor shall pay
all expenses of, and the Indemnitee shall cooperate fully with the Indemnitor in
connection with, the conduct of such defense. The Indemnitee shall have the
right to employ separate counsel in any such proceeding and to participate in
(but not control) the defense of such Third Party Claim, but the fees and
expenses of such counsel shall be borne by the Indemnitee unless the Indemnitor
shall agree otherwise; PROVIDED, HOWEVER, if the named parties to any such
proceeding (including any impleaded parties) include both the Indemnitee and the
Indemnitor, the Indemnitor requires that the same counsel represent both the
Indemnitee and the Indemnitor, and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them, then the Indemnitee shall have the right to retain its own counsel
at the cost and expense of the Indemnitor. If the Indemnitor shall have failed
to assume the defense of any Third Claim in accordance with the provisions of
this Section, then the Indemnitee shall have the absolute right to control the
defense of such Third Party Claim, and, if and when it is finally determined
that the Indemnitee is entitled to indemnification from the Indemnitor
hereunder, the fees and expenses of Indemnitee's counsel shall be borne by the
Indemnitor, PROVIDED that the Indemnitor shall be entitled, at its expense, to
participate in (but not control) such defense. The Indemnitor shall have the
right to settle or compromise any such Third Party Claim for which it is
providing indemnity so long as such settlement does not impose any obligations
on the Indemnitee (except with respect

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<PAGE>

to providing releases of the third party). The Indemnitor shall not be liable
for any settlement effected by the Indemnitee without the Indemnitor's consent
except where the Indemnitee has assumed the defense because Indemnitor has
failed or refused to do so. The Indemnitor may assume and control, or bear the
costs, of any such defense subject to its reservation of a right to contest the
Indemnitee's right to indemnification hereunder, PROVIDED that it gives the
Indemnitee notice of such reservation within fifteen (15) days of the date of
the Claim Notice.

ARTICLE 12
GENERAL PROVISIONS

Section 12.1 NOTICES. All notices, requests, demands, waivers, consents
and other communications hereunder shall be in writing, shall be delivered
either in person, by telegraphic, facsimile or other electronic means, by
overnight air courier or by mail, and shall be deemed to have been duly given
and to have become effective (a) upon receipt if delivered in person or by
telegraphic, facsimile or other electronic means, (b) one business day after
having been delivered to an air courier for overnight delivery or (c) three
business days after having been deposited in the mails as certified or
registered mail, return receipt requested, all fees prepaid, directed to the
parties or their permitted assignees at the following addresses (or at such
other address as shall be given in writing by a party hereto):

If to Seller, addressed to:

National Medical Enterprises
2700 Colorado Avenue
Santa Monica, CA 90404
Attn: Treasurer
Facsimile: (310) 998-6507

with a copy to counsel for Seller:

National Medical Enterprises
2700 Colorado Avenue
Santa Monica, CA 90404
Attn: General Counsel
Facsimile: (310) 998-6956

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<PAGE>

and

Munger, Tolles & Olson
355 South Grand Avenue
35th Floor
Los Angeles, CA 90071
Attn: Robert L. Adler
Facsimile: (213) 687-3702

If to Buyer, addressed to:

Charter Medical Corporation
577 Mulberry St.
Macon, GA 31298
Attn: Executive Vice President - Finance
Facsimile: (912) 751-2832

with a copy to counsel for Buyer:

King & Spalding
191 Peachtree Street
Atlanta, GA 30303-1763
Attn: Robert W. Miller
Facsimile: (404) 572-5144

Section 12.2 ATTORNEYS' FEES. In any litigation or other proceeding
relating to this Agreement, including litigation with respect to any Related
Agreement (but excluding any proceedings under SECTION 2.6(b), 2.6(c) or 2.14)
the prevailing party shall be entitled to recover its costs and reasonable
attorneys' fees.

Section 12.3 SUCCESSORS AND ASSIGNS. The rights under this Agreement
shall not be assignable or transferable nor the duties delegable by either party
without the prior written consent of the other; and nothing contained in this
Agreement, express or implied, is intended to confer upon any person or entity,
other than the parties hereto and their permitted successors-in-interest and
permitted assignees, any rights or remedies under or by reason of this Agreement
unless so stated to the contrary. Notwithstanding the foregoing, (a) Buyer may
grant to its lenders a security interest in its rights under this Agreement, and
(b) subject to the terms and provisions of SECTION 5.7. Buyer may assign its
rights under

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<PAGE>

SECTION 5.7 to the entities and in the circumstances described in SECTION
5.7(d).

Section 12.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

Section 12.5 CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph
headings used herein are for convenience only and are not a part of this
Agreement and shall not be used in construing it.

Section 12.6 ENTIRETY OF AGREEMENT; AMENDMENTS. This Agreement
(including the Schedules and Exhibits hereto), the other documents and
instruments specifically provided for in this Agreement, and the First
Facilities Agreement contain the entire understanding between the parties
concerning the subject matter of this Agreement and such other documents and
instruments and, except as expressly provided for herein, supersede all prior
understandings and agreements, whether oral or written, between them with
respect to the subject matter hereof and thereof. There are no
representations, warranties, agreements, arrangements or understandings, oral
or written, between the parties hereto relating to the subject matter of this
Agreement and such other documents and instruments which are not fully
expressed herein or therein. This Agreement may be amended or modified only by
an agreement in writing signed by each of the parties hereto. All Exhibits and
Schedules attached to or delivered in connection with this Agreement are
integral parts of this Agreement as if fully set forth herein. Without
limiting the generality of the foregoing, this Agreement and the First
Facilities Agreement, shall upon their execution, replace and substitute for
that certain Asset Sale Agreement between the parties dated as of March 29,
1994 related to both the First Facilities and the Subsequent Facilities which
shall be of no further force and effect, it being agreed that the effectiveness
of this Agreement and of the First Facilities Agreement shall relate back from
their actual date of execution to and including March 29, 1994. The
representations and warranties of the parties made herein shall likewise be
deemed to have been made as of March 29, 1994.

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<PAGE>

and instruments shall be construed as though the parties participated equally in
the drafting of the same. Consequently, the parties acknowledge and agree that
any rule of construction that a document is to be construed against the drafting
party shall not be applicable either to this Agreement or such other documents
and instruments.

Section 12.8 WAIVER. The failure of a party to insist, in any one or
more instances, on performance of any of the terms, covenants and conditions of
this Agreement shall not be construed as a waiver or relinquishment of any
rights granted hereunder or of the future performance of any such term, covenant
or condition, but the obligations of the parties with respect thereto shall
continue in full force and effect. No waiver of any provision or condition of
this Agreement by a party shall be valid unless in writing signed by such party
or operational by the terms of this Agreement. A waiver by one party of the
performance of any covenant, condition, representation or warranty of the other
party shall not invalidate this Agreement, nor shall such waiver be construed as
a waiver of any other covenant, condition, representation or warranty. A waiver
by any party of the time for performing any act shall not constitute a waiver of
the time for performing any other act or the time for performing an identical
act required to be performed at a later time.

Section 12.9 GOVERNING LAW. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of California, without regard to the principles of conflicts of law
thereof, PROVIDED that the validity, interpretation and effect of any
instruments by which real property is conveyed at a Scheduled Closing shall be
governed by the laws of the state in which such real property is located. Any
action arising under this Agreement shall be adjudicated (a) in Los Angeles,
California, if brought by Buyer or its Affiliates against Seller, any Subsidiary
or their respective Affiliates, and (b) in [Atlanta], Georgia, if brought by
Seller or its Affiliates against Buyer, any Buyer Subsidiary or their respective
Affiliates, provided that any cross-claim or counterclaim shall also be
adjudicated in the court in which the underlying action has been brought in
accordance with this SECTION 12.9.

Section 12.10 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be valid, binding and
enforceable under applicable law, but if any provision of this Agreement is held
to be invalid, void (or voidable) or unenforceable under applicable law, such
provision shall be ineffective only to the extent held

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<PAGE>

to be invalid, void (or voidable) or unenforceable, without affecting the
remainder of such provision or the remaining provisions of this Agreement.

Section 12.11 CONSENTS NOT UNREASONABLY WITHHELD. Wherever the consent or
approval of any party is required under this Agreement, such consent or approval
shall not be unreasonably withheld, unless such consent or approval is to be
given by such party at the sole or absolute discretion of such party or is
otherwise similarly qualified.

Section 12.12 TIME IS OF THE ESSENCE. Time is hereby expressly made of
the essence with respect to each and every term and provision of this Agreement.
The parties acknowledge that each will be relying upon the timely performance by
the other of its obligations hereunder as a material inducement to each party's
execution of this Agreement.

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<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.

Buyer:
CHARTER MEDICAL CORPORATION

By /s/LAWRENCE W. DRINKARD
------------------------------------------

Name LAWRENCE W. DRINKARD
-----------------------------------

Title E.V.P./CFO
----------------------------------

Seller:
NATIONAL MEDICAL ENTERPRISES, INC.

By /s/RAYMOND L. MATHIASEN
------------------------------------------

Name RAYMOND L. MATHIASEN
-----------------------------------

Title Sr. V.P.-CFO
----------------------------------

- 122 -

<PAGE>

AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 1 dated as of June 9, 1994 (this "Amendment") to the
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 2, 1994 (the
"Credit Agreement"), each among CHARTER MEDICAL CORPORATION, a Delaware
corporation (the "Company"), the banking and other financial institutions from
time to time party thereto (the "Lenders"), BANKERS TRUST COMPANY, as agent for
the Lenders, and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Co-Agent.
Capitalized terms used herein and not defined herein shall have the respective
meanings set forth for such terms in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, the Company no longer desires that the initial closing of the
NME Acquisition involve at least seven of the Facilities listed on Schedule
2.13A to the NME Purchase Agreement or Facilities having at least the aggregate
results of operations described in Section 2.13(a) (ii) of the NME Purchase
Agreement; and

WHEREAS, as a result thereof and for other certain reasons, the
Company and NME desire to replace and substitute the NME Purchase Agreement with
an Asset Sale Agreement (First Facilities) in the form of Exhibit A hereto (the
"NME First Facilities Purchase Agreement") and an Asset Sale Agreement
(Subsequent Facilities) in the form of Exhibit B hereto (the "NME Subsequent
Facilities Purchase Agreement" and, together with the NME First Facilities
Purchase Agreement, the "New NME Purchase Agreements");

NOW THEREFORE, the parties hereto hereby agree as follows:

Section 1. CONSENT TO NEW NME PURCHASE AGREEMENTS. The undersigned
Lenders hereby consent to the execution and delivery by the Company of the New
NME Purchase Agreements and the replacement and substitution of the New NME
Purchase Agreements for the NME Purchase Agreement (other than the schedules
thereto which shall survive as schedules to the New NME Purchase Agreements).

<PAGE>

Section 2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:

(a) Section 3.3 (f) of the Credit Agreement is amended in its
entirety to read as follows:

"(f) The Restricted Commitment Amount shall automatically reduce
to zero at such time as the Company and the Domestic Guarantors have
acquired Facilities pursuant to the NME Purchase Agreement having aggregate
results of operations of at least $27,000,000. For purposes of this Section
3.3(f), a Facility acquired pursuant to the NME Purchase Agreement shall be
deemed to have the results of operations set forth as such Facility's
"Unaudited & Projected FY 1994 EBITDA" on Schedule 2.13B to the NME
Purchase Agreement, as such Schedule was in effect on March 29, 1994."

(b) Section 4.2(h) of the Credit Agreement is amended by (i)
replacing the word "the" in the third line of such Section with the word
"either", (ii) inserting the word "either" after the word "under" in the fourth
line of such Section, and (iii) replacing the word "thereof" in the fifth line
of such Section with the words "of either NME Purchase Agreement".

(c) Section 7.1(i) of the Credit Agreement is amended by replacing
the word "the" in clause (A) thereof with the word "either".

(d) Section 7.1(j) of the Credit Agreement is amended by (i)
replacing the words "the NME Purchase Agreement has not" in clause (C) thereof
with the words "neither NME Purchase Agreement has", and (ii) replacing the
second "the" in clause (E) thereof with the word "either".

(e) Section 8.2(a) of the Credit Agreement is amended by (i)
replacing the amount "225,000,000" in clause (ii) thereof with the amount
"$220,000,000", (ii) replacing the words "the NME Purchase Agreement" in the
third line thereof with the words "the applicable NME Purchase Agreement", and
(iii) replacing the words "the NME Purchase Agreement" in each of clauses (i)
and (iv) thereof with the words "either NME Purchase Agreement".

<PAGE>

(f) Section 8.11(d) of the Credit Agreement is amended by (i)
replacing the word "the" in each of the first and fifth lines thereof with the
word "either", and (ii) inserting the parenthetical "(other than as a result of
the exercise by the Company of any of its rights under clauses (A) and (B) of
the proviso to Section 2.13(a) of the NME First Facilities Purchase Agreement)"
before the word "or" in the second line thereof and after the word "Company" in
the fourth line thereof.

(g) Section 10 of the Credit Agreement is amended as follows:

(i) The definition therein of the term "Acquired NME Facilities
EBITDA" is amended by replacing the words "to the" in the fourth line
thereof with the words "to a".

(ii) The definition therein of the term "Initial NME Acquisition
Closing" is amended in its entirety to read as follows::

"'INITIAL NME ACQUISITION CLOSING' means the consummation in
accordance with the NME First Facilities Purchase Agreement of the
purchase by the Company and the Domestic Guarantors from NME and its
Subsidiaries of Facilities having at least the aggregate amount of
results of operations described in Section 2.13(a) (ii) of the NME
First Facilities Purchase Agreement (without giving effect to any
amendment or other modification to such agreement, but after giving
effect to any reductions to such amount pursuant to the proviso to
such Section 2.13(a))."

(ii) The definition therein of the term "NME Purchase Agreement"
is deleted, and the following is inserted after the definition therein of
the term "NME Acquisition":

"'NME FIRST FACILITIES PURCHASE AGREEMENT' means the Asset Sale
Agreement (First Facilities) dated as of March 29, 1994 between NME,
as seller, and the Company, as purchaser (including, without
limitation, the schedules and exhibits thereto), as the same may be
amended,

<PAGE>

supplemented or otherwise modified from time to time in accordance
with Section 8.11.

'NME SUBSEQUENT FACILITIES PURCHASE AGREEMENT' means the Asset
Sale Agreement (Subsequent Facilities) dated as of March 29, 1994
between NME, as seller, and the Company, as purchaser (including,
without limitation, the schedules and exhibits thereto), as the same
may be amended, supplemented or otherwise modified from time to time
in accordance with Section 8.11.

'NME PURCHASE AGREEMENT' means the NME First Facilities Purchase
Agreement and the NME Subsequent Facilities Purchase Agreement."

Section 3. REPRESENTATIONS AND WARRANTIES. The Company hereby
represents and warrants to the Agent and the Lenders that:

(a) the execution and delivery by the Company of this Amendment and
the performance by the Company of the Credit Agreement as amended hereby are
within the Company's corporate powers, have been duly authorized by all
necessary corporate or other action and will not (i) contravene the certificate
or articles of incorporation or the bylaws of the Company, (ii) contravene any
law, regulation, order, writ, judgment, decree, determination or award currently
in effect binding on or affecting the Company or any of its assets, except where
such contravention would not have a Material Adverse Effect, or (iii) will not
conflict with or result in any breach of any of the terms, covenants, conditions
or provisions of, or constitute a default under, or result in the creation or
imposition of any Lien (except pursuant to the Security Documents) upon any of
the property or assets of the Company pursuant to the terms of, any indenture,
mortgage, deed of trust, agreement or other instrument to which the Company is a
party or by which the Company or any of its properties or assets is bound or
subject to, except to the extent such conflict, breach, default or creation or
imposition would not have a Material Adverse Effect;

(b) this Amendment and the Credit Agreement as amended hereby
constitute the legal, valid and binding

<PAGE>

obligations of the Company, enforceable against the Company in accordance with
their respective terms, except to the extent such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law); and

(c) the schedules to the NME Purchase Agreement have not been amended
or otherwise modified since March 29, 1994, and all such schedules (other than
Schedule 2.13A which is being terminated) are the sole schedules to the New NME
Purchase Agreements.

Section 4. EFFECTIVENESS. This Amendment shall become effective when
the Agent shall have received duly executed counterparts of this Amendment from
the Company, the Subsidiaries of the Company that are parties to the Subsidiary
Guaranty and as many of the Lenders as shall be necessary to comprise the
"Required Lenders".

Section 5. STATUS OF CREDIT DOCUMENTS. This Amendment is limited
solely for the purposes and to the extent expressly set forth herein, and except
as expressly modified hereby, the terms, provisions and conditions of the Credit
Documents and the Liens granted thereunder shall continue in full force and
effect and are hereby ratified and confirmed in all respects.

Section 6. COUNTERPARTS. This Amendment may be executed and
delivered in any number of counterparts and by the different parties hereto on
separate counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with the Company and
the Agent.

Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized officers to execute and deliver this Amendment No. 1 to the
Second Amended and Restated Credit Agreement as of the date first above written.

CHARTER MEDICAL CORPORATION

By: /s/ James R. Bedenbaugh
--------------------------
Name: James R. Bedenbaugh
Title: Treasurer

BANKERS TRUST COMPANY,
as Agent and a Lender

By: /s/ Robert C. Megan
--------------------------
Name: Robert C. Megan
Title: Vice President

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Co-Agent
and a Lender

By: /s/John W. Ransom
--------------------------
Name: John W. Ransom
Title: Vice President

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By: /s/ R.A. Williamson
--------------------------
Name: R.A. Williamson
Title: Vice President
Area Merchant Finance

<PAGE>

DRESDNER BANK AG, New York
Branch and Cayman Branch

By: /s/ A.M. Pistilli
--------------------------
Name: A.M. Pistilli
Title: Senior Vice President

GENERAL ELECTRIC CAPITAL
CORPORATION

By: /s/ Brian G. Reynolds
--------------------------
Name: Brian G. Reynolds
Title: Senior Vice President

THE MITSUBISHI BANK, LIMITED,
New York Branch

By: /s/ Hiroaki Fuchida
--------------------------
Name: Hiroaki Fuchido
Title: Vice President and
Manager

Consented and agreed to by
each of the entities
listed on Schedule I hereto:

By: /s/ Charlotte A. Sanford
------------------------------
Name: Charlottte A. Sanford
Title: Treasurer
of each of the entities
listed on Schedule I hereto
or as Director of Charter Medical of England Limited

<PAGE>

SCHEDULE I TO
AMENDMENT NO.1 TO
SECOND AMENDED & RESTATED CREDIT AGREEMENT

DOMESTIC SUBSIDIARIES:
----------------------

1. Ambulatory Resources, Inc.
2. Atlanta MOB, Inc.
3. Beltway Community Hospital, Inc.
4. CCM, Inc.
5. Charter Alvarado Behavioral Health System, Inc.
6. Charter Appalachian Hall Behavioral Health System, Inc.
7. Charter Arbor Indy Behavioral Health System, Inc.
8. Charter Augusta Behavioral Health System, Inc.
9. Charter Bay Harbor Behavioral Health System, Inc.
10. Charter Beacon Behavioral Health System, Inc.
11. Charter Behavioral Health System at Fair Oaks, Inc.
12. Charter Behavioral Health System at Hidden Brook, Inc.
13. Charter Behavioral Health System at Los Altos, Inc.
14. Charter Behavioral Health System at Potomac Ridge, Inc.
15. Charter Behavioral Health System at Warwick Manor, Inc.
16. Charter Behavioral Health System of Athens, Inc.
17. Charter Behavioral Health System of Austin, Inc.
18. Charter Behavioral Health System of Baywood, Inc.
19. Charter Behavioral Health System of Bradenton, Inc.
20. Charter Behavioral Health System of Canoga Park, Inc.
21. Charter Behavioral Health System of Central Georgia, Inc.
22. Charter Behavioral Health System of Charleston, Inc.
23. Charter Behavioral Health System of Charlottesville, Inc.
24. Charter Behavioral Health System of Chicago, Inc.
25. Charter Behavioral Health System of Chula Vista, Inc.
26. Charter Behavioral Health System of Columbia, Inc.
27. Charter Behavioral Health System of Corpus Christi, Inc.
28. Charter Behavioral Health System of Dallas, Inc.
29. Charter Behavioral Health System of Evansville, Inc.
30. Charter Behavioral Health System of Fort Worth, Inc.
31. Charter Behavioral Health System of Jackson, Inc.
32. Charter Behavioral Health System of Jacksonville, Inc.
33. Charter Behavioral Health System of Jefferson, Inc.
34. Charter Behavioral Health System of Kansas City, Inc.
35. Charter Behavioral Health System of Lafayette, Inc.
36. Charter Behavioral Health System of Lake Charles, Inc.
37. Charter Behavioral Health System of Lakewood, Inc.
38. Charter Behavioral Health System of Michigan City, Inc.
39. Charter Behavioral Health System of Mobile, Inc.
40. Charter Behavioral Health System of Nashua, Inc.

Page 1
<PAGE>

41. Charter Behavioral Health System of Nevada, Inc.
42. Charter Behavioral Health System of New Mexico, Inc.
43. Charter Behavioral Health System of Northern California, Inc.
44. Charter Behavioral Health System of Northwest Arkansas, Inc.
45. Charter Behavioral Health System of Northwest Indiana, Inc.
46. Charter Behavioral Health System of Paducah, Inc.
47. Charter Behavioral Health System of Rockford, Inc.
48. Charter Behavioral Health System of San Jose, Inc.
49. Charter Behavioral Health System of Savannah, Inc.
50. Charter Behavioral Health System of Southern California, Inc.
51. Charter Behavioral Health System of Tampa Bay, Inc.
52. Charter Behavioral Health System of Texarkana, Inc.
53. Charter Behavioral Health System of the Inland Empire, Inc.
54. Charter Behavioral Health System of Toledo, Inc.
55. Charter Behavioral Health System of Tucson, Inc.
56. Charter Behavioral Health System of Virginia Beach, Inc.
57. Charter Behavioral Health System of Visalia, Inc.
58. Charter Behavioral Health System of Washington D.C., Inc.
59. Charter Behavioral Health System of Waverly, Inc.
60. Charter Behavioral Health System of Winston-Salem, Inc.
61. Charter Behavioral Health System of Yorba Linda, Inc.
62. Charter Behavioral Health Systems of Atlanta, Inc.
63. Charter Brawner Behavioral Health System, Inc.
64. Charter Canyon Behavioral Health System, Inc.
65. Charter Canyon Springs Behavioral Health System, Inc.
66. Charter Centennial Peaks Behavioral Health System, Inc.
67. Charter Colonial Institute, Inc.
68. Charter Community Hospital, Inc.
69. Charter Community Hospital of Des Moines, Inc.
70. Charter Contract Services, Inc.
71. Charter Cove Forge Behavioral Health System, Inc.
72. Charter Crescent Pines Behavioral Health System, Inc.
73. Charter Fairbridge Behavioral Health System, Inc.
74. Charter Fairmount Behavioral Health System, Inc.
75. Charter Fenwick Hall Behavioral Health System, Inc.
76. Charter Financial Offices, Inc.
77. Charter Forest Behavioral Health System, Inc.
78. Charter Grapevine Behavioral Health System, Inc.
79. Charter Greensboro Behavioral Health System, Inc.
80. Charter Health Management of Texas, Inc.
81. Charter Hospital of Columbus, Inc.
82. Charter Hospital of Denver, Inc.
83. Charter Hospital of Ft. Collins, Inc.

Page 2
<PAGE>

84. Charter Hospital of Laredo, Inc.
85. Charter Hospital of Miami, Inc.
86. Charter Hospital of Mobile, Inc.
87. Charter Hospital of Northern New Jersey, Inc.
88. Charter Hospital of Santa Teresa, Inc.
89. Charter Hospital of St. Louis, Inc.
90. Charter Hospital of Torrance, Inc.
91. Charter Indianapolis Behavioral Health System, Inc.
92. Charter Lafayette Behavioral Health System, Inc.
93. Charter Lakehurst Behavioral Health System, Inc.
94. Charter Lakeside Behavioral Health System, Inc.
95. Charter Laurel Heights Behavioral Health System, Inc.
96. Charter Laurel Oaks Behavioral Health System, Inc.
97. Charter Linden Oaks Behavioral Health System, Inc.
98. Charter Little Rock Behavioral Health System, Inc.
99. Charter Louisville Behavioral Health System, Inc.
100. Charter Meadows Behavioral Health System, Inc.
101. Charter Medfield Behavioral Health System, Inc.
102. Charter Medical Executive Corporation
103. Charter Medical Information Services, Inc.
104. Charter Medical International, S.A., Inc.
105. Charter Medical Management Company
106. Charter Medical of East Valley, Inc.
107. Charter Medical of North Phoenix, Inc.
108. Charter Medical of Orange County, Inc.
109. Charter Medical - California, Inc.
110. Charter Medical - Clayton County, Inc.
111. Charter Medical - Cleveland, Inc.
112. Charter Medical - Dallas, Inc.
113. Charter Medical - Long Beach, Inc.
114. Charter Medical - New York, Inc.
115. Charter Medical Mental Health Options, Inc.
116. Charter Medical Mid-South Behavioral Health System, Inc.
117. Charter Milwaukee Behavioral Health System, Inc.
118. Charter Mission Viejo Behavioral Health System, Inc.
119. Charter MOB of Charlottesville, Inc.
120. Charter North Behavioral Health System, Inc.
121. Charter North Counseling Center, Inc.
122. Charter Northbrooke Behavioral Health System, Inc.
123. Charter Northridge Behavioral Health System, Inc.
124. Charter Northside Hospital, Inc.
125. Charter Oak Behavioral Health System, Inc.
126. Charter of Alabama, Inc.

Page 3
<PAGE>

127. Charter Palms Behavioral Health System, Inc.
128. Charter Peachford Behavioral Health System, Inc.
129. Charter Pines Behavioral Health System, Inc.
130. Charter Plains Behavioral Health System, Inc.
131. Charter Psychiatric Hospitals, Inc.
132. Charter Real Behavioral Health System, Inc.
133. Charter Regional Medical Center, Inc.
134. Charter Richmond Behavioral Health System, Inc.
135. Charter Ridge Behavioral Health System, Inc.
136. Charter Rivers Behavioral Health System, Inc.
137. Charter San Diego Behavioral Health System, Inc.
138. Charter Serenity Lodge Behavioral Health System, Inc.
139. Charter Sioux Falls Behavioral Health System, Inc.
140. Charter South Bend Behavioral Health System, Inc.
141. Charter Springs Behavioral Health System, Inc.
142. Charter Springwood Behavioral Health System, Inc.
143. Charter Surburban Hospital of Mesquite, Inc.
144. Charter Terre Haute Behavioral Health System, Inc.
145. Charter Thousand Oaks Behavioral Health System, Inc.
146. Charter Tidewater Behavioral Health System, Inc.
147. Charter Treatment Center of Michigan, Inc.
148. Charter Westbrook Behavioral Health System, Inc.
149. Charter White Oak Behavioral Health System, Inc.
150. Charter Wichita Behavioral Health System, Inc.
151. Charter Woods Behavioral Health System, Inc.
152. Charter Woods Hospital, Inc.
153. Charter-Provo School, Inc.
154. Charterton/LaGrange, Inc.
155. Charter-By-The-Sea Behavioral Health System, Inc.
156. CMCI, Inc.
157. CMFC, Inc.
158. CMSF, Inc.
159. CPS Associates, Inc.
160. C.A.C.O. Services, Inc.
161. Desert Springs Hospital, Inc.
162. Employee Assistance Services, Inc.
163. Florida Health Facilities, Inc.
164. Gulf Coast EAP Services, Inc.
165. Gwinnett Immediate Care Center, Inc.
166. HCS, Inc.
167. Holcomb Bridge Immediate Care Center, Inc.
168. Hospital Investors, Inc.
169. Mandarin Meadows, Inc.

Page 4
<PAGE>

170. Metropolitan Hospital, Inc.
171. Middle Georgia Hospital, Inc.
172. Pacific-Charter Medical, Inc.
173. Peachford Professional Network, Inc.
174. Rivoli, Inc.
175. Shallowford Community Hospital, Inc.
176. Sistemas De Terapia Respiratoria S.A., Inc.
177. Stuart Circle Hospital Corporation
178. Tampa Bay Behavioral Health Alliance, Inc.
179. Western Behavioral Systems, Inc.
180. Schizophrenia Treatment and Rehabilitation, Inc.

FOREIGN SUBSIDIARIES:
- ---------------------

1. Charter Medical (Cayman Islands) Ltd.
2. Charter Medical International, Inc.
3. Charter Medical of England Limited
4. Charter Medical of Puerto Rico, Inc.

Page 5

<PAGE>

EXHIBIT 11

CHARTER MEDICAL CORPORATION AND SUBSIDIARIES

COMPUTATION OF EARNINGS PER SHARE

Earnings (Loss) per common share were calculated using the weighted average
of common stock shares outstanding. Common stock equivalents would have been
antidilutive, and were therefore not included in the calculation.

Earnings per common share and common equivalent share and Earnings per
common share assuming full dilution were calculated using the weighted average
of common shares outstanding and common stock equivalents (stock options and
warrants) assumed outstanding during the year.

<TABLE>
<CAPTION>
FOR THE TWO MONTHS ACTUAL
ENDED FOR THE YEAR ENDED FOR THE SIX MONTHS
SEPTEMBER 30, 1992 SEPTEMBER 30, 1993 ENDED MARCH 31,
------------------ ---------------------- ----------------------
ACTUAL ACTUAL PRO FORMA 1993 1994
------------------ --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Loss from continuing operations before
extraordinary item............................... $ (8,126) $ (39,620) $ (5,206) $ (20,907) $ (2,743)
Income (Loss) from discontinued operations and
gain on disposal of discontinued operations...... 930 (4,046) 0 (6,008) 0
------- --------- --------- --------- ---------
Loss before extraordinary item.................... (7,196) (43,666) (5,206) (26,915) (2,743)
Extraordinary loss on early extinguishment
of debt.......................................... 0 (8,561) 0 0 0
------- --------- --------- --------- ---------
Net loss.......................................... $ (7,196) $ (52,227) $ (5,206) $ (26,915) $ (2,743)
------- --------- --------- --------- ---------
------- --------- --------- --------- ---------
Weighted average number of common
shares outstanding............................... 24,828 24,875 24,875 24,842 25,936
------- --------- --------- --------- ---------
------- --------- --------- --------- ---------
Earnings (Loss) per common share:
Loss from continuing operations before
extraordinary items............................ $ (0.33) $ (1.59) $ (0.21) $ (0.84) $ (0.11)
---------
---------
Income (Loss) from discontinued operations and
gain on disposal of discontinued operations...... 0.04 (0.16) (0.24) 0.00
------- --------- --------- ---------
Loss before extraordinary item.................... (0.29) (1.75) (1.08) (0.11)
Extraordinary loss on early extinguishment
of debt.......................................... 0.00 (0.35) 0.00 0.00
------- --------- --------- ---------
Net loss.......................................... $ (0.29) $ (2.10) $ (1.08) $ (0.11)
------- --------- --------- ---------
------- --------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
PRO FORMA
FOR THE SIX
MONTHS ENDED
MARCH 31, 1994
--------------
<S> <C>
Income from continuing operations................................................................. $ 1,402
-------
-------
Weighted average number of common shares outstanding.............................................. 25,936
Incremental shares -- Stock options and warrants.................................................. 1,399
-------
Total for Earnings per common share and common equivalent share................................... 27,335
Incremental shares -- Stock options and warrants.................................................. 15
-------
Total for Earnings per common share assuming full dilution........................................ 27,350
-------
-------
Earnings per common share and common equivalent share............................................. $ 0.05
-------
-------
Earnings per common share assuming full dilution.................................................. $ 0.05
-------
-------
</TABLE>

<PAGE>

State of
Corporation Name Jurisdiction Doing-Business-As Name
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Ambulatory Resource, Inc. Georgia
Atlanta MOB, Inc. Georgia
Beltway Community Hospital, Inc. Texas
C.A.C.O. Service, Inc. Ohio
CCM, Inc. Nevada
Charter of Alabama, Inc. Alabama
Charter Alvarado Behavioral Health System, Inc. California
Charter Appalachian Hall Behavioral Health System, Inc. North Carolina
Charter Arbor Indy Behavioral Health System, Inc. Indiana Charter Behavioral Health System
of Indiana at Arbor
Charter Behavioral Health System
of Indiana
Charter Augusta Behavioral Health System, Inc. Georgia Charter Hospital of Augusta
Charter Bay Harbor Behavioral Health System, Inc. Florida Charter Behavioral Health System
at Bay Harbor
Charter Beacon Behavioral Health System, Inc. Indiana Charter Beacon Hospital
Charter Behavioral Health System
of Indiana
Charter Behavioral Health System of Athens, Inc. Georgia Charter Winds Hospital
Charter Behavioral Health Systems of Atlanta, Inc. Georgia Charter Behavioral Health System
of Atlanta at Midtown
Charter Behavioral Health System of Austin, Inc. Texas Charter Hospital of Austin
Charter Behavioral Health System of Baywood, Inc. Texas Charter Behavioral Health System
of Clear Lake
Charter Behavioral Health System of Bradenton, Inc. Florida Charter Behavioral Health System
at Manatee Palms
Charter Behavioral Health System of Canoga Park, Inc. California
Charter Behavioral Health System of Central Georgia, Inc. Georgia Charter Lake Hospital
Charter Behavioral Health System of Charleston, Inc. South Carolina Charter Hospital of Charleston
Charter Behavioral Health System of Charlottesville, Inc. Virginia Charter Hospital of Charlottesville
Charter Behavioral Health System of Chicago, Inc. Illinois Charter Barclay Hospital
Charter Behavioral Health System of Chula Vista, Inc. California
Charter Behavioral Health System of Columbia, Inc. Missouri Charter Hospital of Columbia
Charter Behavioral Health System of Corpus Christi, Inc. Texas Charter Hospital of Corpus Christi
Charter Behavioral Health System of Dallas, Inc. Texas Charter Hospital of Dallas
Charter Behavioral Health System of Evansville, Inc. Indiana Charter Behavioral Health System
of Indiana/Evansville
Charter Behavioral Health System
of Indiana
Charter Behavioral Health System at Fair Oaks, Inc. New Jersey Charter Behavioral Health System
of Summitt
Charter Behavioral Health System of Fort Worth, Inc. Texas Charter Hospital of Fort Worth
Charter Behavioral Health System at Hidden Brook, Inc. Maryland
Charter Behavioral Health System of the Inland Empire, Inc. California Charter Hospital of Corona
Charter Behavioral Health System
of Southern California
Charter Behavioral Health System
of Southern California/Corona
Charter Behavioral Health System of Jackson, Inc. Mississippi Charter Hospital of Jackson
Charter Behavioral Health System of Jacksonville, Inc. Florida Charter Hospital of Jacksonville
Charter Behavioral Health System of Jefferson, Inc. Indiana Charter Behavioral Health System
of Indiana at Jefferson
Charter Behavioral Health System
of Indiana
Charter Behavioral Health System of Kansas City, Inc. Kansas Charter Hospital of Overland Park
Charter Behavioral Health System of Lafayette, Inc. Louisiana Charter Behavioral Health System
at Acadian Oaks

<PAGE>

State of
Corporation Name Jurisdiction Doing-Business-As Name
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charter Behavioral Health System of Lake Charles, Inc. Louisiana Charter Hospital of Lake Charles
Charter Behavioral Health System of Lakewood, Inc. California
Charter Behavioral Health System at Los Altos, Inc. California
Charter Behavioral Health System of Michigan City, Inc. Indiana Charter Behavioral Health System
of Indiana/Michigan City
Charter Behavioral Health System
of Indiana
Charter Behavioral Health System of Mobile, Inc. Alabama Charter Hospital of Mobile
Charter Behavioral Health System of Nashua, Inc. New Hampshire Charter Behavioral Health System
of New England at Brookside
Charter Behavioral Health System of Nevada, Inc. Nevada Charter Hospital of Las Vegas
Charter Behavioral Health System of New Mexico, Inc. New Mexico Charter Hospital of Albuquerque
Charter Behavioral Health System of Northern California, Inc. California Charter Hospital of Sacramento
Charter Behavioral Health System of Northwest Arkansas, Inc. Arkansas Charter Vista Hospital
Charter Behavioral Health System of Northwest Indiana, Inc. Indiana Charter Hospital of Northwest Indiana
Charter Behavioral Health System
of Indiana
Charter Behavioral Health System of Paducah, Inc. Kentucky Charter Hospital of Paducah
Charter Behavioral Health System at Potomac Ridge, Inc. Maryland
Charter Behavioral Health System of Rockford, Inc. Illinois
Charter Behavioral Health System of San Jose, Inc. California
Charter Behavioral Health System of Savannah, Inc. Georgia Charter Hospital of Savannah
Charter Behavioral Health System of Southern California, Inc. California
Charter Behavioral Health System of Tampa Bay, Inc. Florida Charter Hospital of Tampa Bay
Charter Behavioral Health System of Texarkana, Inc. Arkansas
Charter Behavioral Health System of Toledo, Inc. Ohio Charter Hospital of Toledo
Charter Behavioral Health System of Tucson, Inc. Arizona Charter Behavioral Health System
of Arizona/Tucson
Charter Behavioral Health System of Virginia Beach, Inc. Virginia
Charter Behavioral Health System of Visalla, Inc. California
Charter Behavioral Health System at Warwick Manor, Inc. Maryland
Charter Behavioral Health System of Washington, D.C., Inc. District of Columbia
Charter Behavioral Health System of Waverly, Inc. Minnesota
Charter Behavioral Health System of Winston -- Salem, Inc. North Carolina Charter Hospital of Winston -- Salem
Charter Behavioral Health System of Yorba Linda, Inc. California
Charter Brawner Behavioral Health System, Inc. Georgia Charter Behavioral Health System
of Atlanta at Brawner
Charter Behavioral Health System
of Atlanta
Charter-By-The-Sea Behavioral Health System, Inc. Georgia Charter-By-The-Sea
Charter Health Center
Charter Canyon Behavioral Health System, Inc. Utah Charter Canyon Hospital
Charter Canyon Springs Behavioral Health System, Inc. California
Charter Centennial Peaks Behavioral Health System, Inc. Colorado Charter Behavioral Health System
at Centennial Peaks
Charter Colonial Institute, Inc. Virginia
Charter Community Hospital, Inc. California
Charter Community Hospital of Des Moines, Inc. Iowa
Charter Contract Services, Inc. Georgia
Charter Cove Forge Behavioral Health System, Inc. Pennsylvania Charter Behavioral Health System
at Cove Forge
Charter Crescent Pines Behavioral Health System, Inc. Georgia Charter Behavioral Health System
of Atlanta at Crescent Pines
Charter Behavioral Health System
of Atlanta

<PAGE>

State of
Corporation Name Jurisdiction Doing-Business-As Name
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charter Fairbridge Behavioral Health System, Inc. Maryland Charter Behavioral Health System
at Fairbridge
Charter Fairmount Behavioral Health System, Inc. Pennsylvania The Fairmount Institute
Charter Fairmont Institute
Charter Hospital of Kingwood
Charter Behavioral Health
System of Kingwood
Charter Fenwick Hall Behavioral Health System, Inc. South Carolina
Charter Financial Offices, Inc. Georgia
Charter Forest Behavioral Health System, Inc. Louisiana Charter Forest Hospital
Charter Grapevine Behavioral Health System, Inc. Texas Charter Hospital of Grapevine
Charter Greensboro Behavioral Health System, Inc. North Carolina Charter Hospital of Greensboro
Charter Behavioral Health System
of Greensboro
Charter Health Management of Texas, Inc. Texas
Charter Hospital of Columbus, Inc. Ohio
Charter Hospital of Denver, Inc. Colorado
Charter Hospital of Ft. Collins, Inc. Colorado
Charter Hospital of Laredo, Inc. Texas
Charter Hospital of Miami, Inc. Florida Charter Behavioral Health System
of South Florida
Charter Hospital of Mobile, Inc. Alabama Charter Academy of Mobile
Charter Hospital of Northern New Jersey, Inc. New Jersey
Charter Hospital of Santa Teresa, Inc. New Mexico
Charter Hospital of St. Louis, Inc. Missouri Charter Hospital Orlando South
Charter Behavioral Health System
of Orlando
Charter Behavioral Health System
Orlando South
Charter Hospital of Greenville
Charter Greenville Behavioral
Health System
Charter Hospital of Torrance, Inc. California
Charter Indianapolis Behavioral Health System, Inc. Indiana Charter Hospital of Indianapolis
Charter Behavioral Health System
of Indiana
Charter Lafayette Behavioral Health System, Inc. Indiana Charter Hospital Lafayette
Charter Behavorial Health System
of Indiana
Charter Lakehurst Behavioral Health System, Inc. New Jersey Charter Behavioral Health System
of Lakehurst
Charter Lakeside Behavioral Health System, Inc. Tennessee Charter Lakeside Hospital
Charter Hospital of Sugarland
Charter Behavioral Health System
of Sugarland
Charter Laurel Heights Behavioral Health System, Inc. Georgia Charter Behavioral Health System
of Atlanta at Laurel Heights
Charter Behavioral Health System
of Atlanta
Charter Laurel Oaks Behavioral Health System, Inc. Florida Charter Behavioral Health System
at Laurel Oaks
Charter Linden Oaks Behavioral Health System, Inc. Illinois Charter Behavioral Health System
at Linden Oaks
Charter Little Rock Behavioral Health System, Inc. Arkansas Charter Hospital of Little Rock
Charter Behavioral Health System
of Little Rock
Charter Louisville Behavioral Health System, Inc. Kentucky Charter Hospital of Louisville
Charter Meadows Behavioral Health System, Inc. Maryland Charter Behavioral Health System
at Meadows

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State of
Corporation Name Jurisdiction Doing-Business-As Name
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charter Medfield Behavioral Health System, Inc. Florida Charter Behavioral Health System
at Medfield
Charter Medical - California, Inc. Georgia
Charter Medical (Cayman Islands)Ltd. Cayman Islands,B.W.I.
Charter Medical - Clayton County, Inc. Georgia
Charter Medical - Cleveland, Inc. Texas
Charter Medical - Dallas, Inc. Texas
Charter Medical of East Valley, Inc. Arizona Charter Hospital of the East Valley
Charter Behavioral Health System of Arizona
Charter Behavioral Health System
of Arizona/East Valley
Charter Medical of England Limited United Kingdom Charter Clinic Chelsea
Charter Nightingale
Charter Medical Executive Corporation Georgia
Charter Medical of Florida, Inc. Florida
Charter Medical Information Services, Inc. Georgia
Charter Medical International, Inc. Cayman Islands, B.W.I.
Charter Medical International, S.A., Inc. Nevada
Charter Medical - Long Beach, Inc. California Charter Hospital of Long Beach
Charter Behavioral Health System
of Southern California
Charter Behavioral Health System
of Southern California/Long Beach
Charter Medical Management Company Georgia
Charter Medical - New York, Inc. New York
Charter Medical of North Phoenix, Inc. Arizona Charter Hospital of Glendale
Charter Behavioral Health System of Arizona
Charter Behavioral Health System
of Arizona/Glendale
Charter Medical of Orange County, Inc. Florida
Charter Medical of Puerto Rico, Inc. Puerto Rico
Charter Mental Health Options, Inc. Florida
Charter Mid-South Behavioral Health System, Inc. Tennessee Charter Behavioral Health System
at Mid-South
Charter Milwaukee Behavioral Health System, Inc. Wisconsin Charter Hospital of Milwaukee
Charter Behavioral Health System
of Milwaukee/West Allis
Charter Mission Viejo Behavioral Health System, Inc. California Charter Hospital of Mission Viejo
Charter Behavioral Health System
of Southern California/Mission Viejo
Charter MOB of Charlottesville, Inc. Virginia
Charter North Behavioral Health System, Inc. Alaska Charter North Hospital
Charter North Counseling Center, Inc. Alaska

<PAGE>

State of
Corporation Name Jurisdiction Doing-Business-As Name
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charter Northbrooke Behavioral Health System, Inc. Wisconsin
Charter Northridge Behavioral Health System, Inc. North Carolina Charter Northridge Hospital
Charter Northside Hospital, Inc. Georgia
Charter Oak Behavioral Health System, Inc. California Charter Oak Hospital
Charter Behavioral Health System
of Southern California/Oak
Charter Palms Behavioral Health System, Inc. Texas Charter Palms Hospital
Charter Peachford Behavioral Health System, Inc. Georgia Charter Peachford Hospital
Charter Behavioral Health System of Atlanta
Charter Behavioral Health System
of Atlanta at Peachford
Charter Pines Behavioral Health System, Inc. North Carolina Charter Pines Hospital
Charter Plains Behavioral Health System, Inc. Texas Charter Plains Hospital
Charter Provo - School, Inc. Utah Provo Canyon School
Charter Provo Canyon School
Charter Psychiatric Hospitals, Inc. Delaware
Charter Real Behavioral Health System, Inc. Texas Charter Real Hospital
Charter Regional Medical Center, Inc. Texas
Charter Richmond Behavioral Health System, Inc. Virginia Charter Behavioral Health System
of Richmond
Charter Ridge Behavioral Health System, Inc. Kentucky Charter Ridge Hospital
Charter Rivers Behavioral Health System, Inc. South Carolina Charter Rivers Hospital
Charter San Diego Behavioral Health System, Inc. California Charter Hospital of San Diego
Charter Behavioral Health System of San Diego
Charter Serenity Lodge Behavioral Health System, Inc. Virginia
Charter Sioux Falls Behavioral Health System, Inc. South Dakota Charter Hospital of Sioux Falls
Charter South Bend Behavioral Health System, Inc. Indiana Charter Hospital of South Bend
Charter Behavioral Health System
of Indiana
Charter Springs Behavioral Health System, Inc. Florida Charter Springs Hospital
Charter Springwood Behavioral Health System, Inc. Virginia Charter Behavioral Health System
at Springwood
Charter Suburban Hospital of Mesquite, Inc. Texas
Charter Terre Haute Behavioral Health System, Inc. Indiana Charter Hospital of Terre Haute
Charter Behavioral Health System
of Indiana
Charter Thousand Oaks Behavioral Health System, Inc. California Charter Hospital of Thousand Oaks
Charter Behavioral Health System
of Southern California/Thousand Oaks
Charter Tidewater Behavioral Health System, Inc. Virginia
Charterton/LaGrange, Inc. Kentucky
Charter Treatment Center of Michigan, Inc. Michigan
Charter Westbrook Behavioral Health System, Inc. Virginia Charter Westbrook Hospital
Charter White Oak Behavioral Health System, Inc. Maryland Charter Behavioral Health System
at White Oak
Charter Wichita Behavioral Health System, Inc. Kansas Charter Hospital of Wichita
Charter Woods Behavioral Health System, Inc. Alabama Charter Woods Hospital

<PAGE>

State of
Corporation Name Jurisdiction Doing-Business-As Name
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charter Woods Hospital, Inc. Alabama
CMCI, Inc. Nevada
CMFC, Inc. Nevada
CMSF, Inc. Florida Charter Glade Hospital
Charter Glade Behavioral Health System
CPS Associates, Inc. Virginia
Desert Springs Hospital, Inc. Nevada
Employee Assistance Services, Inc. Georgia
Florida Health Facilities, Inc. Florida Charter Hospital of Pasco
Charter Behavioral Health System
of Tampa Bay/Pasco
Golden Isle Assurance Company Ltd. Bermuda
GPA NovaPsy Clinic, Inc. Virginia
Group Practice Affiliates, Inc. Delaware
Gulf Coast EAP Services, Inc. Alabama
Gwinnette Immediate Care Center, Inc. Georgia
HCS, Inc. Georgia
Holcomb Bridge Immediate Care Center, Inc. Georgia
Hospital Investors, Inc. Georgia
Mandarin Meadows, Inc. Florida
Metropolitan Hospital, Inc. Georgia
Middle Georgia Hospital, Inc. Georgia
NEPA - Massachusetts, Inc. Massachusetts
NEPA - New Hampshire New Hampshire
Pacific - Charter Medical, Inc. California
Peachford Professional Network, Inc. Georgia
Plymouth Insurance Company, Ltd. Bermuda
Rivoli, Inc. Georgia
Schizophrenia Treatment and Rehabilitation, Inc. Georgia STAR
Shallowford Community Hospital, Inc. Georgia
Sistemas De Terapia Respiratoria S.A., Inc. Georgia
Societe Anonyme De La Metaire Switzerland La Metairie Clinic
Strategic Advantage, Inc. Minnesota
Stuart Circle Hospital Corporation Virginia
Tampa Bay Behavioral Health Alliance, Inc. Florida
Western Behavioral Systems, Inc. California
GPA Management of Virginia, Inc. Virginia
</TABLE>

<PAGE>

EXHIBIT 23(A)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report dated November 15, 1993 (except with respect to the matters discussed in
Notes 14 and 15, as to which the date is June 30, 1994) for Charter Medical
Corporation (and to all references to our firm) included in or made a part of
this registration statement (File No. 33-53701).

/s/_Arthur Andersen & Co.

--------------------------------------

Atlanta, Georgia
June 30, 1994

<PAGE>
EXHIBIT 23B

ACCOUNTANTS' CONSENT

The Boards of Directors
Charter Medical Corporation and
National Medical Enterprises, Inc.

Our report, dated July 19, 1993 except as to Note 9, which is as of April
14, 1994, and Note 10, which is as of May 13, 1994, was qualified for the
effects on the combined financial statements of such adjustments, if any, as
might be necessary had the Company been able to determine the amount of the
settlements and agreements described in Note 9 to the combined financial
statements that are applicable to the Selected Psychiatric Hospitals.

We consent to the use of our qualified reports included herein and to the
reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG Peat Marwick

--------------------------------------

Los Angeles, California
May 17, 1994

<PAGE>

POWER OF ATTORNEY

The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 27th day of June, 1994.

/s/ Kimberly H. Littrell
_______________________________________
Kimberly H. Littrell

<PAGE>

EXHIBIT A
POWER OF ATTORNEY
KIMBERLY H. LITTRELL

Schizophrenia Treatment and Rehabilitation, Inc....President & CEO

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 30th day of June, 1994.

/s/ Jon C. O'Shaughnessy
_______________________________________
Jon C. O'Shaughnessy
<PAGE>

EXHIBIT A
POWER OF ATTORNEY
JON C. O'SHAUGHNESSY

CMSF, Inc...................................................President
CPS Associates, Inc.........................................President
Charter Behavioral Health System of
Charlottesville, Inc...................................President
Charter Behavioral Health System of
Winston-Salem, Inc.....................................President
Charter Fairmount Behavioral Health System, Inc.............President
Charter Greensboro Behavioral Health System, Inc............President
Charter Hospital of Miami, Inc..............................President
Charter Lakeside Behavioral Health System, Inc..............President
Charter MOB of Charlottesville, Inc.........................President
Charter Northridge Behavioral Health System, Inc............President
Charter Peachford Behavioral Health System, Inc.............President
Charter Pines Behavioral Health System, Inc.................President
Charter Springs Behavioral Health System, Inc...............President
Charter Westbrook Behavioral Health System, Inc.............President
Florida Health Facilities, Inc..............................President
Peachford Professional Network, Inc.........................President
Charter Medical of Florida, Inc.............................President

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 30th day of June, 1994.

/s/ Charlotte A. Sanford
_______________________________________
Charlotte A. Sanford

<PAGE>

EXHIBIT A
POWER OF ATTORNEY
CHARLOTTE A. SANFORD

Ambulatory Resources, Inc. . . . . . . . . . . . . . . . . . . . . Treasurer
Atlanta MOB, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
Beltway Community Hospital, Inc. . . . . . . . . . . . . . . . . . Treasurer
CCM, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
Charter Alvarado Behavioral Health System, Inc.. . . . . . . . . . Treasurer
Charter Appalachian Hall Behavioral Health System, Inc.. . . . . . Treasurer
Charter Arbor Indy Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Augusta Behavioral Health System, Inc. . . . . . . . . . . Treasurer
Charter Bay Harbor Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Beacon Behavioral Health System, Inc.. . . . . . . . . . . Treasurer
Charter Behavioral Health System at Fair Oaks, Inc.. . . . . . . . Treasurer
Charter Behavioral Health System at Hidden Brook, Inc. . . . . . . Treasurer
Charter Behavioral Health System at Los Altos, Inc.. . . . . . . . Treasurer
Charter Behavioral Health System at Potomac Ridge, Inc.. . . . . . Treasurer
Charter Behavioral Health System at Warwick Manor, Inc.. . . . . . Treasurer
Charter Behavioral Health System of Athens, Inc. . . . . . . . . . Treasurer
Charter Behavioral Health System of Austin, Inc. . . . . . . . . . Treasurer
Charter Behavioral Health System of Baywood, Inc.. . . . . . . . . Treasurer
Charter Behavioral Health System of Bradenton, Inc.. . . . . . . . Treasurer
Charter Behavioral Health System of Canoga Park, Inc.. . . . . . . Treasurer
Charter Behavioral Health System of Central Georgia, Inc.. . . . . Treasurer
Charter Behavioral Health System of Charleston, Inc. . . . . . . . Treasurer
Charter Behavioral Health System of Charlottesville, Inc.. . . . . Treasurer
Charter Behavioral Health System of Chicago, Inc.. . . . . . . . . Treasurer
Charter Behavioral Health System of Chula Vista, Inc.. . . . . . . Treasurer
Charter Behavioral Health System of Columbia, Inc. . . . . . . . . Treasurer
Charter Behavioral Health System of Corpus Christi, Inc. . . . . . Treasurer
Charter Behavioral Health System of Dallas, Inc. . . . . . . . . . Treasurer
Charter Behavioral Health System of Evansville, Inc. . . . . . . . Treasurer
Charter Behavioral Health System of Ft. Worth, Inc.. . . . . . . . Treasurer
Charter Behavioral Health System of Jackson, Inc.. . . . . . . . . Treasurer
Charter Behavioral Health System of Jacksonville, Inc. . . . . . . Treasurer
Charter Behavioral Health System of Jefferson, Inc.. . . . . . . . Treasurer
Charter Behavioral Health System of Kansas City, Inc.. . . . . . . Treasurer
Charter Behavioral Health System of Lafayette, Inc.. . . . . . . . Treasurer
Charter Behavioral Health System of Lake Charles, Inc. . . . . . . Treasurer
Charter Behavioral Health System of Lakewood, Inc. . . . . . . . . Treasurer
Charter Behavioral Health System of Michigan City, Inc.. . . . . . Treasurer
Charter Behavioral Health System of Mobile, Inc. . . . . . . . . . Treasurer
Charter Behavioral Health System of Nashua, Inc. . . . . . . . . . Treasurer
Charter Behavioral Health System of Nevada, Inc. . . . . . . . . . Treasurer
Charter Behavioral Health System of New Mexico, Inc. . . . . . . . Treasurer
Charter Behavioral Health System of Northern
California, Inc.. . . . . . . . . . . . . . . . . . . . . . . Treasurer
Charter Behavioral Health System of Northwest
Arkansas, Inc.. . . . . . . . . . . . . . . . . . . . . . . . Treasurer

<PAGE>

Charter Behavioral Health System of Northwest
Indiana, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
Charter Behavioral Health System of Paducah, Inc.. . . . . . . . . Treasurer
Charter Behavioral Health System of Rockford, Inc. . . . . . . . . Treasurer
Charter Behavioral Health System of San Jose, Inc. . . . . . . . . Treasurer
Charter Behavioral Health System of Southern
California, Inc.. . . . . . . . . . . . . . . . . . . . . . . Treasurer
Charter Behavioral Health System of Tampa Bay, Inc.. . . . . . . . Treasurer
Charter Behavioral Health System of Texarkana, Inc.. . . . . . . . Treasurer
Charter Behavioral Health System of the Inland
Empire, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
Charter Behavioral Health System of Toledo, Inc. . . . . . . . . . Treasurer
Charter Behavioral Health System of Tucson, Inc. . . . . . . . . . Treasurer
Charter Behavioral Health System of Virginia Beach, Inc. . . . . . Treasurer
Charter Behavioral Health System of Visalia, Inc.. . . . . . . . . Treasurer
Charter Behavioral Health System of Washington, D.C., Inc. . . . . Treasurer
Charter Behavioral Health System of Waverly, Inc.. . . . . . . . . Treasurer
Charter Behavioral Health System of Winston-Salem, Inc.. . . . . . Treasurer
Charter Behavioral Health System of Yorba Linda, Inc.. . . . . . . Treasurer
Charter Behavioral Health System of Atlanta, Inc.. . . . . . . . . Treasurer
Charter Brawner Behavioral Health System, Inc. . . . . . . . . . . Treasurer
Charter Canyon Behavioral Health System, Inc.. . . . . . . . . . . Treasurer
Charter Canyon Springs Behavioral Health System, Inc.. . . . . . . Treasurer
Charter Centennial Peaks Behavioral Health System, Inc.. . . . . . Treasurer
Charter Colonial Institute, Inc. . . . . . . . . . . . . . . . . . Treasurer
Charter Community Hospital, Inc. . . . . . . . . . . . . . . . . . Treasurer
Charter Community Hospital of Des Moines, Inc. . . . . . . . . . . Treasurer
Charter Contract Services, Inc.. . . . . . . . . . . . . . . . . . Treasurer
Charter Cove Forge Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Crescent Pines Behavioral Health System, Inc.. . . . . . . Treasurer
Charter Fairbridge Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Fairmount Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Fenwick Hall Behavioral Health System, Inc.. . . . . . . . Treasurer
Charter Financial Offices, Inc.. . . . . . . . . . . . . . . . . . Treasurer
Charter Forest Behavioral Health System, Inc.. . . . . . . . . . . Treasurer
Charter Grapevine Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Greensboro Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Health Management of Texas, Inc. . . . . . . . . . . . . . Treasurer
Charter Hospital of Columbus, Inc. . . . . . . . . . . . . . . . . Treasurer
Charter Hospital of Denver, Inc. . . . . . . . . . . . . . . . . . Treasurer
Charter Hospital of Ft. Collins, Inc.. . . . . . . . . . . . . . . Treasurer
Charter Hospital of Laredo, Inc. . . . . . . . . . . . . . . . . . Treasurer
Charter Hospital of Miami, Inc.. . . . . . . . . . . . . . . . . . Treasurer
Charter Hospital of Mobile, Inc. . . . . . . . . . . . . . . . . . Treasurer
Charter Hospital of Northern New Jersey, Inc.. . . . . . . . . . . Treasurer
Charter Hospital of Santa Teresa, Inc. . . . . . . . . . . . . . . Treasurer
Charter Behavioral Health System of Savannah, Inc. . . . . . . . . Treasurer
Charter Hospital of St. Louis, Inc.. . . . . . . . . . . . . . . . Treasurer
Charter Hospital of Torrance, Inc. . . . . . . . . . . . . . . . . Treasurer
Charter Indianapolis Behavior Health System, Inc.. . . . . . . . . Treasurer
Charter Lafayette Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Lakehurst Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Lakeside Behavioral Health System, Inc.. . . . . . . . . . Treasurer
Charter Laurel Heights Behavioral Health System, Inc.. . . . . . . Treasurer

Page 2

<PAGE>

Charter Laurel Oaks Behavioral Health System, Inc. . . . . . . . . Treasurer
Charter Linden Oaks Behavioral Health System, Inc. . . . . . . . . Treasurer
Charter Little Rock Behavioral Health System, Inc. . . . . . . . . Treasurer
Charter Louisville Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Meadows Behavioral Health System, Inc. . . . . . . . . . . Treasurer
Charter Medfield Behavioral Health System, Inc.. . . . . . . . . . Treasurer
Charter Medical Executive Corporation. . . . . . . . . . . . . . . Treasurer
Charter Medical Information Services, Inc. . . . . . . . . . . . . Treasurer
Charter Medical International, S.A., Inc.. . . . . . . . . . . . . Treasurer
Charter Medical Management Company . . . . . . . . . . . . . . . . Treasurer
Charter Medical of East Valley, Inc. . . . . . . . . . . . . . . . Treasurer
Charter Medical of North Phoenix, Inc. . . . . . . . . . . . . . . Treasurer
Charter Medical of Orange County, Inc. . . . . . . . . . . . . . . Treasurer
Charter Medical - California, Inc. . . . . . . . . . . . . . . . . Treasurer
Charter Medical - Clayton County, Inc. . . . . . . . . . . . . . . Treasurer
Charter Medical - Cleveland, Inc.. . . . . . . . . . . . . . . . . Treasurer
Charter Medical - Dallas, Inc. . . . . . . . . . . . . . . . . . . Treasurer
Charter Medical - Long Beach, Inc. . . . . . . . . . . . . . . . . Treasurer
Charter Medical - New York, Inc. . . . . . . . . . . . . . . . . . Treasurer
Charter Mental Health Options, Inc.. . . . . . . . . . . . . . . . Treasurer
Charter Mid-South Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Milwaukee Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Mission Viejo Behavioral Health System, Inc. . . . . . . . Treasurer
Charter MOB of Charlottesville, Inc. . . . . . . . . . . . . . . . Treasurer
Charter North Behavioral Health System, Inc. . . . . . . . . . . . Treasurer
Charter North Counseling Center, Inc.. . . . . . . . . . . . . . . Treasurer
Charter Northbrooke Behavioral Health System, Inc. . . . . . . . . Treasurer
Charter Northridge Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Northside Hospital, Inc. . . . . . . . . . . . . . . . . . Treasurer
Charter Oak Behavioral Health System, Inc. . . . . . . . . . . . . Treasurer
Charter of Alabama, Inc. . . . . . . . . . . . . . . . . . . . . . Treasurer
Charter Palms Behavioral Health System, Inc. . . . . . . . . . . . Treasurer
Charter Peachford Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Pines Behavioral Health System, Inc. . . . . . . . . . . . Treasurer
Charter Plains Behavioral Health System, Inc.. . . . . . . . . . . Treasurer
Charter Psychiatric Hospitals, Inc.. . . . . . . . . . . . . . . . Treasurer
Charter Real Behavioral Health System, Inc.. . . . . . . . . . . . Treasurer
Charter Regional Medical Center, Inc.. . . . . . . . . . . . . . . Treasurer
Charter Richmond Behavioral Health System, Inc.. . . . . . . . . . Treasurer
Charter Ridge Behavioral Health System, Inc. . . . . . . . . . . . Treasurer
Charter Rivers Behavioral Health System, Inc.. . . . . . . . . . . Treasurer
Charter San Diego Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Serenity Lodge Behavioral Health System, Inc.. . . . . . . Treasurer
Charter Sioux Falls Behavioral Health System, Inc. . . . . . . . . Treasurer
Charter South Bend Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Springs Behavioral Health System, Inc. . . . . . . . . . . Treasurer
Charter Springwood Behavioral Health System, Inc.. . . . . . . . . Treasurer
Charter Surburban Hospital of Mesquite, Inc. . . . . . . . . . . . Treasurer
Charter Terre Haute Behavioral Health System, Inc. . . . . . . . . Treasurer
Charter Thousand Oaks Behavioral Health System, Inc. . . . . . . . Treasurer
Charter Tidewater Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Treatment Center of Michigan, Inc. . . . . . . . . . . . . Treasurer
Charter Westbrook Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Western Behavioral Health System, Inc. . . . . . . . . . . Treasurer

Page 3

<PAGE>

Charter White Oak Behavioral Health System, Inc. . . . . . . . . . Treasurer
Charter Wichita Behavioral Health System, Inc. . . . . . . . . . . Treasurer
Charter Woods Behavioral Health System, Inc. . . . . . . . . . . . Treasurer
Charter Woods Hospital, Inc. . . . . . . . . . . . . . . . . . . . Treasurer
Charter - Provo School, Inc. . . . . . . . . . . . . . . . . . . . Treasurer
Charterton/LaGrange, Inc.. . . . . . . . . . . . . . . . . . . . . Treasurer
Charter-By-The-Sea Behavioral Health System, Inc.. . . . . . . . . Treasurer
CMCI, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
CMFC, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
CMSF, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
CPS Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . Treasurer
C.A.C.O. Services, Inc.. . . . . . . . . . . . . . . . . . . . . . Treasurer
Desert Springs Hospital, Inc.. . . . . . . . . . . . . . . . . . . Treasurer
Employee Assistance Services, Inc. . . . . . . . . . . . . . . . . Treasurer
Florida Health Facilities, Inc.. . . . . . . . . . . . . . . . . . Treasurer
Gulf Coast EAP Services, Inc.. . . . . . . . . . . . . . . . . . . Treasurer
Gwinnett Immediate Care Center, Inc. . . . . . . . . . . . . . . . Treasurer
HCS, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
Holcomb Bridge Immediate Care Center, Inc. . . . . . . . . . . . . Treasurer
Hospital Investors, Inc. . . . . . . . . . . . . . . . . . . . . . Treasurer
Mandarin Meadows, Inc. . . . . . . . . . . . . . . . . . . . . . . Treasurer
Metropolitan Hospital, Inc.. . . . . . . . . . . . . . . . . . . . Treasurer
Middle Georgia Hospital, Inc.. . . . . . . . . . . . . . . . . . . Treasurer
Pacific - Charter Medical, Inc.. . . . . . . . . . . . . . . . . . Treasurer
Peachford Professional Network, Inc. . . . . . . . . . . . . . . . Treasurer
Rivoli, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasurer
Shallowford Community Hospital, Inc. . . . . . . . . . . . . . . . Treasurer
Sistemas De Terapia Respiratoria S.A., Inc.. . . . . . . . . . . . Treasurer
Stuart Circle Hospital Corporation . . . . . . . . . . . . . . . . Treasurer
Western Behavioral System, Inc.. . . . . . . . . . . . . . . . . . Treasurer
Carter Medical (Cayman Islands) Ltd. . . . . . . . . . . . . . . . Treasurer
Charter Medical International, Inc.. . . . . . . . . . . . . . . . Treasurer
Charter Medical of England Limited . . . . . . . . . . . . . . . . Treasurer
Charter Medical of Puerto Rico, Inc. . . . . . . . . . . . . . . . Treasurer
Schizophrenia Treatment and Rehabilitation, Inc. . . . . . . . . . Treasurer
Charter Medical of Florida, Inc. . . . . . . . . . . . . . . . . . Treasurer

Page 4

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 30th day of June, 1994.

/s/ James M. Filush
_______________________________________
James M. Filush

<PAGE>

EXHIBIT A
POWER OF ATTORNEY
JAMES M. FILUSH

Charter Alvarado Behavioral Health System, Inc.. . . . . . . . . . . Director
Charter Appalachian Hall Behavioral Health System, Inc.. . . . . . . Director
Charter Arbor Indy Behavioral Health System, Inc.. . . . . . . . . . Director
Charter Bay Harbor Behavioral Health System, Inc.. . . . . . . . . . Director
Charter Behavioral Health System of Atlanta, Inc.. . . . . . . . . . Director
Charter Behavioral Health System of Baywood, Inc.. . . . . . . . . . Director
Charter Behavioral Health System of Bradenton, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Canoga Park, Inc.. . . . . . . . Director
Charter Behavioral Health System of Chula Vista, Inc.. . . . . . . . Director
Charter Behavioral Health System of Evansville, Inc. . . . . . . . . Director
Charter Behavioral Health System at Fair Oaks, Inc.. . . . . . . . . Director
Charter Behavioral Health System at Hidden Brook, Inc. . . . . . . . Director
Charter Behavioral Health System of Jefferson, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Lafayette, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Lakewood, Inc. . . . . . . . . . Director
Charter Behavioral Health System at Los Altos, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Michigan City, Inc.. . . . . . . Director
Charter Behavioral Health System of Nashua, Inc. . . . . . . . . . . Director
Charter Behavioral Health System at Potomac Ridge, Inc.. . . . . . . Director
Charter Behavioral Health System of Rockford, Inc. . . . . . . . . . Director
Charter Behavioral Health System of San Jose, Inc. . . . . . . . . . Director
Charter Behavioral Health System of Texarkana, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Tucson, Inc. . . . . . . . . . . Director
Charter Behavioral Health System of Virginia Beach, Inc. . . . . . . Director
Charter Behavioral Health System of Visalia, Inc.. . . . . . . . . . Director
Charter Behavioral Health System at Warwick Manor, Inc.. . . . . . . Director
Charter Behavioral Health System of Washington, D.C., Inc. . . . . . Director
Charter Behavioral Health System of Waverly, Inc.. . . . . . . . . . Director
Charter Behavioral Health System of Yorba Linda, Inc.. . . . . . . . Director
Charter Brawner Behavioral Health System, Inc. . . . . . . . . . . . Director
Charter Canyon Springs Behavioral Health System, Inc.. . . . . . . . Director
Charter Centennial Peaks Behavioral Health System, Inc.. . . . . . . Director
Charter Cove Forge Behavioral Health System, Inc.. . . . . . . . . . Director
Charter Crescent Pines Behavioral Health System, Inc.. . . . . . . . Director
Charter Fairbridge Behavioral Health System, Inc.. . . . . . . . . . Director
Charter Fenwick Hall Behavioral Health System, Inc.. . . . . . . . . Director
Charter Lakehurst Behavioral Health System, Inc. . . . . . . . . . . Director
Charter Laurel Heights Behavioral Health System, Inc.. . . . . . . . Director
Charter Laurel Oaks Behavioral Health System, Inc. . . . . . . . . . Director
Charter Linden Oaks Behavioral Health System, Inc. . . . . . . . . . Director
Charter Meadows Behavioral Health System, Inc. . . . . . . . . . . . Director
Charter Medfield Behavioral Health System, Inc.. . . . . . . . . . . Director
Charter Mid-South Behavioral Health System, Inc. . . . . . . . . . . Director
Charter Northbrooke Behavioral Health System, Inc. . . . . . . . . . Director
Charter Richmond Behavioral Health System, Inc.. . . . . . . . . . . Director
Charter Serenity Lodge Behavioral Health System, Inc.. . . . . . . . Director
Charter Springwood Behavioral Health System, Inc.. . . . . . . . . . Director
Charter Tidewater Behavioral Health System, Inc. . . . . . . . . . . Director

<PAGE>

Charter White Oak Behavioral Health System, Inc. . . . . . . . . . . Director
Charter Medical of England Limited . . . . . . . . . . . . . . . . . Director
Schizophrenia Treatment and Rehabilitation, Inc. . . . . . . . . . . Director

Page 2

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 30th day of June, 1994.

/s/ Margie M. Smith
_______________________________________
Margie M. Smith

<PAGE>

EXHIBIT A
POWER OF ATTORNEY
MARGIE M. SMITH

Charter Alvarado Behavioral Health System, Inc.. . . . . . . . . . Director
Charter Appalachian Hall Behavioral Health System, Inc.. . . . . . Director
Charter Arbor Indy Behavioral Health System, Inc.. . . . . . . . . Director
Charter Bay Harbor Behavioral Health System, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Atlanta, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Baywood, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Bradenton, Inc.. . . . . . . . Director
Charter Behavioral Health System of Canoga Park, Inc.. . . . . . . Director
Charter Behavioral Health System of Chula Vista, Inc.. . . . . . . Director
Charter Behavioral Health System of Evansville, Inc. . . . . . . . Director
Charter Behavioral Health System at Fair Oaks, Inc.. . . . . . . . Director
Charter Behavioral Health System at Hidden Brook, Inc. . . . . . . Director
Charter Behavioral Health System of Jefferson, Inc.. . . . . . . . Director
Charter Behavioral Health System of Lafayette, Inc.. . . . . . . . Director
Charter Behavioral Health System of Lakewood, Inc. . . . . . . . . Director
Charter Behavioral Health System at Los Altos, Inc.. . . . . . . . Director
Charter Behavioral Health System of Michigan City, Inc.. . . . . . Director
Charter Behavioral Health System of Nashua, Inc. . . . . . . . . . Director
Charter Behavioral Health System at Potomac Ridge, Inc.. . . . . . Director
Charter Behavioral Health System of Rockford, Inc. . . . . . . . . Director
Charter Behavioral Health System of San Jose, Inc. . . . . . . . . Director
Charter Behavioral Health System of Texarkana, Inc.. . . . . . . . Director
Charter Behavioral Health System of Tucson, Inc. . . . . . . . . . Director
Charter Behavioral Health System of Virginia Beach, Inc. . . . . . Director
Charter Behavioral Health System of Visalia, Inc.. . . . . . . . . Director
Charter Behavioral Health System at Warwick Manor, Inc.. . . . . . Director
Charter Behavioral Health System of Washington, D.C., Inc. . . . . Director
Charter Behavioral Health System of Waverly, Inc.. . . . . . . . . Director
Charter Behavioral Health System of Yorba Linda, Inc.. . . . . . . Director
Charter Brawner Behavioral Health System, Inc. . . . . . . . . . . Director
Charter Canyon Springs Behavioral Health System, Inc.. . . . . . . Director
Charter Centennial Peaks Behavioral Health System, Inc.. . . . . . Director
Charter Cove Forge Behavioral Health System, Inc.. . . . . . . . . Director
Charter Crescent Pines Behavioral Health System, Inc.. . . . . . . Director
Charter Fairbridge Behavioral Health System, Inc.. . . . . . . . . Director
Charter Fenwick Hall Behavioral Health System, Inc.. . . . . . . . Director
Charter Lakehurst Behavioral Health System, Inc. . . . . . . . . . Director
Charter Laurel Heights Behavioral Health System, Inc.. . . . . . . Director
Charter Laurel Oaks Behavioral Health System, Inc. . . . . . . . . Director
Charter Linden Oaks Behavioral Health System, Inc. . . . . . . . . Director
Charter Meadows Behavioral Health System, Inc. . . . . . . . . . . Director
Charter Medfield Behavioral Health System, Inc.. . . . . . . . . . Director
Charter Mid-South Behavioral Health System, Inc. . . . . . . . . . Director
Charter Northbrooke Behavioral Health System, Inc. . . . . . . . . Director
Charter Richmond Behavioral Health System, Inc.. . . . . . . . . . Director
Charter Serenity Lodge Behavioral Health System, Inc.. . . . . . . Director
Charter Springwood Behavioral Health System, Inc.. . . . . . . . . Director

<PAGE>

Charter Tidewater Behavioral Health System, Inc. . . . . . . . . . Director
Charter White Oak Behavioral Health System, Inc. . . . . . . . . . Director
Schizophrenia Treatment and Rehabilitation, Inc. . . . . . . . . . Director

Page 2

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 30th day of June, 1994.

/s/ Lawrence W. Drinkard
_______________________________________
Lawrence W. Drinkard

<PAGE>

EXHIBIT A
POWER OF ATTORNEY
LAWRENCE W. DRINKARD

Charter Alvarado Behavioral Health System, Inc..........President
Charter Appalachian Behavioral Health System, Inc.......President
Charter Arbor Indy Behavioral Health System, Inc........President
Charter Bay Harbor Behavioral Health System, Inc........President
Charter Behavioral Health System at Fair Oaks, Inc......President
Charter Behavioral Health System at Hidden Brook, Inc...President
Charter Behavioral Health System at Los Altos, Inc......President
Charter Behavioral Health System at Potomac Ridge, Inc..President
Charter Behavioral Health System at Warwick Manor, Inc..President
Charter Behavioral Health System of Baywood, Inc........President
Charter Behavioral Health System of Bradenton, Inc......President
Charter Behavioral Health System of Canoga Park, Inc....President
Charter Behavioral Health System of Chula Vista, Inc....President
Charter Behavioral Health System of Evansville, Inc.....President
Charter Behavioral Health System of Jefferson, Inc......President
Charter Behavioral Health System of Lafayette, Inc......President
Charter Behavioral Health System of Lakewood, Inc.......President
Charter Behavioral Health System of Michigan City, Inc..President
Charter Behavioral Health System of Nashua, Inc.........President
Charter Behavioral Health System of Rockford, Inc.......President
Charter Behavioral Health System of San Jose, Inc.......President
Charter Behavioral Health System of Texarkana, Inc......President
Charter Behavioral Health System of Tucson, Inc.........President
Charter Behavioral Health System of Virginia Beach, Inc.President
Charter Behavioral Health System of Visalia, Inc........President
Charter Behavioral Health System of Washington,
D.C.,Inc........................................President
Charter Behavioral Health System of Waverly, Inc........President
Charter Behavioral Health System of Yorba Linda, Inc....President
Charter Behavioral Health Systems of Atlanta, Inc.......President
Charter Brawner Behavioral Health System, Inc...........President
Charter Canyon Springs Behavioral Health System, Inc....President
Charter Centennial Peaks Behavioral Health System, Inc..President
Charter Cove Forge Behavioral Health System, Inc........President
Charter Crescent Pines Behavioral Health System, Inc....President
Charter Fairbridge Behavioral Health System, Inc........President
Charter Fenwick Hall Behavioral Health System, Inc......President
Charter Hospital of St. Louis, Inc......................President
Charter Lakehurst Behavioral Health System, Inc.........President
Charter Laurel Heights Behavioral Health System, Inc....President
Charter Laurel Oaks Behavioral Health System, Inc.......President
Charter Linden Oaks Behavioral Health System, Inc.......President
Charter Meadows Behavioral Health System, Inc...........President
Charter Medfield Behavioral Health System, Inc..........President
Charter Mid-South Behavioral Health System, Inc.........President
Charter Northbrooke Behavioral Health System, Inc.......President
Charter Richmond Behavioral Health System, Inc..........President
Charter Serenity Lodge Behavioral Health System, Inc....President
Charter Springwood Behavioral Health System, Inc........President
Charter Tidewater Behavioral Health System, Inc.........President
Charter White Oak Behavioral Health System, Inc.........President

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 30th day of June, 1994.

/s/ Joseph M. Cobern
_______________________________________
Joseph M. Cobern

<PAGE>

EXHIBIT A
POWER OF ATTORNEY
JOSEPH M. COBERN

Ambulatory Resources, Inc..............................Director
Atlanta MOB, Inc.......................................Director
Beltway Community Hospital, Inc........................Director
Charter of Alabama, Inc................................Director
C.A.C.O. Services, Inc.................................Director
CCM, Inc...............................................Director
Charter Augusta Behavioral Health System, Inc..........Director
Charter Beacon Behavioral Health System, Inc...........Director
Charter Behavioral Health System of Athens, Inc........Director
Charter Behavioral Health System of Austin, Inc........Director
Charter Behavioral Health System of Central
Georgia, Inc.....................................Director
Charter Behavioral Health System of
Charleston, Inc..................................Director
Charter Behavioral Health System of
Charlottesville, Inc.............................Director
Charter Behavioral Health System of Chicago, Inc.......Director
Charter Behavioral Health System of
Columbia, Inc....................................Director
Charter Behavioral Health System of
Corpus Christi, Inc..............................Director
Charter Behavioral Health System of Dallas, Inc........Director
Charter Behavioral Health System of
Ft. Worth, Inc...................................Director
Charter Behavioral Health System of Jackson, Inc.......Director
Charter Behavioral Health System of
Jacksonville, Inc................................Director
Charter Behavioral Health System of
Kansas City, Inc.................................Director
Charter Behavioral Health System of
Lake Charles, Inc................................Director
Charter Behavioral Health System of Mobile, Inc........Director
Charter Behavioral Health System of Nevada, Inc........Director
Charter Behavioral Health System of
New Mexico, Inc..................................Director
Charter Behavioral Health System of
Northern California, Inc.........................Director
Charter Behavioral Health System of
Northwest Arkansas, Inc..........................Director
Charter Behavioral Health System of Northwest
Indiana, Inc.....................................Director
Charter Behavioral Health System of Paducah, Inc.......Director
Charter Behavioral Health System of
Savannah, Inc....................................Director
Charter Behavioral Health System of Southern
California, Inc..................................Director

<PAGE>

Charter Behavioral Health System of Tampa
Bay, Inc.........................................Director
Charter Behavioral Health System of Toledo, Inc........Director
Charter Behavioral Health System of the
Inland Empire, Inc...............................Director
Charter Behavioral Health System of
Winston-Salem, Inc...............................Director
Charter-By-The-Sea Behavioral Health System, Inc.......Director
Charter Canyon Behavioral Health System, Inc...........Director
Charter Colonial Institute, Inc........................Director
Charter Community Hospital, Inc........................Director
Charter Community Hospital of Des Moines, Inc..........Director
Charter Contract Services, Inc.........................Director
Charter Fairmount Behavioral Health System, Inc........Director
Charter Financial Offices, Inc.........................Director
Charter Forest Behavioral Health System, Inc...........Director
Charter Grapevine Behavioral Health System, Inc........Director
Charter Greensboro Behavioral Health System, Inc.......Director
Charter Health Management of Texas, Inc................Director
Charter Hospital of Columbus, Inc......................Director
Charter Hospital of Denver, Inc........................Director
Charter Hospital of Ft. Collins, Inc...................Director
Charter Hospital of Laredo, Inc........................Director
Charter Hospital of Miami, Inc.........................Director
Charter Hospital of Mobile, Inc........................Director
Charter Hospital of Northern New Jersey, Inc...........Director
Charter Hospital of Santa Teresa, Inc..................Director
Charter Hospital of St. Louis, Inc.....................Director
Charter Hospital of Torrance, Inc......................Director
Charter Indianapolis Behavior Health System, Inc.......Director
Charter Lafayette Behavioral Health System, Inc........Director
Charter Lakeside Behavioral Health System, Inc.........Director
Charter Little Rock Behavioral
Health System, Inc...............................Director
Charter Louisville Behavioral Health System, Inc.......Director
Charter Medical - California, Inc......................Director
Charter Medical - Clayton County, Inc..................Director
Charter Medical - Cleveland, Inc.......................Director
Charter Medical - Dallas, Inc..........................Director
Charter Medical Executive Corporation..................Director
Charter Medical Information Services, Inc..............Director
Charter Medical International, S.A., Inc...............Director
Charter Medical - Long Beach, Inc......................Director
Charter Medical Management Company.....................Director
Charter Medical - New York, Inc........................Director
Charter Medical of East Valley, Inc....................Director
Charter Medical of North Phoenix, Inc..................Director
Charter Medical of Orange County, Inc..................Director
Charter Mental Health Options, Inc.....................Director
Charter Milwaukee Behavioral Health System, Inc........Director
Charter Mission Viejo Behavioral Health
System, Inc......................................Director
Charter MOB of Charlottesville, Inc....................Director
Charter North Behavioral Health System, Inc............Director
Charter North Counseling Center, Inc...................Director
Charter Northridge Behavioral Health System, Inc.......Director

Page 2

<PAGE>

Charter Northside Hospital, Inc........................Director
Charter Oak Behavioral Health System, Inc..............Director
Charter Palms Behavioral Health System, Inc............Director
Charter Peachford Behavioral Health System, Inc........Director
Charter Pines Behavioral Health System, Inc............Director
Charter Plains Behavioral Health System, Inc...........Director
Charter - Provo School, Inc............................Director
Charter Psychiatric Hospitals, Inc.....................Director
Charter Real Behavioral Health System, Inc.............Director
Charter Regional Medical Center, Inc...................Director
Charter Ridge Behavioral Health System, Inc............Director
Charter Rivers Behavioral Health System, Inc...........Director
Charter San Diego Behavioral Health System, Inc........Director
Charter Sioux Falls Behavioral Health
System, Inc......................................Director
Charter South Bend Behavioral Health System, Inc.......Director
Charter Springs Behavioral Health System, Inc..........Director
Charter Surburban Hospital of Mesquite, Inc............Director
Charter Terre Haute Behavioral Health
System, Inc......................................Director
Charter Thousand Oaks Behavioral Health
System, Inc......................................Director
Charterton/LaGrange, Inc...............................Director
Charter Treatment Center of Michigan, Inc..............Director
Charter Westbrook Behavioral Health System, Inc........Director
Charter Wichita Behavioral Health System, Inc..........Director
Charter Woods Behavioral Health System, Inc............Director
Charter Woods Hospital, Inc. ..........................Director
CMCI, Inc..............................................Director
CMFC, Inc..............................................Director
CMSF, Inc..............................................Director
CPS Associates, Inc....................................Director
Desert Springs Hospital, Inc...........................Director
Employee Assistance Services, Inc......................Director
Florida Health Facilities, Inc.........................Director
Gulf Coast EAP Services, Inc...........................Director
Gwinnett Immediate Care Center, Inc....................Director
HCS, Inc...............................................Director
Holcomb Bridge Immediate Care Center, Inc..............Director
Hospital Investors, Inc................................Director
Mandarin Meadows, Inc..................................Director
Metropolitan Hospital, Inc.............................Director
Middle Georgia Hospital, Inc...........................Director
Pacific - Charter Medical, Inc.........................Director
Peachford Professional Network, Inc....................Director
Rivoli, Inc............................................Director
Shallowford Community Hospital, Inc....................Director
Sistemas De Terapia Respiratoria S.A., Inc.............Director
Stuart Circle Hospital Corporation.....................Director
Charter Medical of Florida, Inc........................Director
Western Behavioral System, Inc.........................Director
Charter Medical of Puerto Rico, Inc....................Director
Schizophrenia Treatment and Rehabilitation.............Director

Page 3

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 30th day of June, 1994.

/s/ Glenn A. McRae
_______________________________________
Glenn A. McRae

<PAGE>

EXHIBIT A
POWER OF ATTORNEY
GLENN A. MCRAE

Ambulatory Resources, Inc............................Director
Atlanta MOB, Inc.....................................Director
Beltway Community Hospital, Inc......................Director
Charter of Alabama, Inc..............................Director
C.A.C.O. Services, Inc...............................Director
CCM, Inc.............................................Director
Charter Augusta Behavioral Health System, Inc........Director
Charter Beacon Behavioral Health System, Inc.........Director
Charter Behavioral Health System of Athens, Inc......Director
Charter Behavioral Health System of Austin, Inc......Director
Charter Behavioral Health System of Central
Georgia, Inc...................................Director
Charter Behavioral Health System of
Charleston, Inc................................Director
Charter Behavioral Health System of
Charlottesville, Inc...........................Director
Charter Behavioral Health System of Chicago, Inc.....Director
Charter Behavioral Health System of
Columbia, Inc..................................Director
Charter Behavioral Health System of
Corpus Christi, Inc............................Director
Charter Behavioral Health System of Dallas, Inc......Director
Charter Behavioral Health System of
Ft. Worth, Inc.................................Director
Charter Behavioral Health System of Jackson, Inc.....Director
Charter Behavioral Health System of
Jacksonville, Inc..............................Director
Charter Behavioral Health System of
Kansas City, Inc...............................Director
Charter Behavioral Health System of
Lake Charles, Inc..............................Director
Charter Behavioral Health System of Mobile, Inc......Director
Charter Behavioral Health System of Nevada, Inc......Director
Charter Behavioral Health System of
New Mexico, Inc................................Director
Charter Behavioral Health System of
Northern California, Inc.......................Director
Charter Behavioral Health System of
Northwest Arkansas, Inc........................Director
Charter Behavioral Health System of Northwest
Indiana, Inc...................................Director
Charter Behavioral Health System of Paducah, Inc.....Director
Charter Behavioral Health System of
Savannah, Inc..................................Director
Charter Behavioral Health System of Southern
California, Inc................................Director

<PAGE>

Charter Behavioral Health System of Tampa
Bay, Inc.......................................Director
Charter Behavioral Health System of Toledo, Inc......Director
Charter Behavioral Health System of the
Inland Empire, Inc.............................Director
Charter Behavioral Health System of
Winston-Salem, Inc.............................Director
Charter-By-The-Sea Behavioral Health System, Inc.....Director
Charter Canyon Behavioral Health System, Inc.........Director
Charter Colonial Institute, Inc......................Director
Charter Community Hospital, Inc......................Director
Charter Community Hospital of Des Moines, Inc........Director
Charter Contract Services, Inc.......................Director
Charter Fairmount Behavioral Health System, Inc......Director
Charter Financial Offices, Inc.......................Director
Charter Forest Behavioral Health System, Inc.........Director
Charter Grapevine Behavioral Health System, Inc......Director
Charter Greensboro Behavioral Health System, Inc.....Director
Charter Health Management of Texas, Inc..............Director
Charter Hospital of Columbus, Inc....................Director
Charter Hospital of Denver, Inc......................Director
Charter Hospital of Ft. Collins, Inc.................Director
Charter Hospital of Laredo, Inc......................Director
Charter Hospital of Miami, Inc.......................Director
Charter Hospital of Mobile, Inc......................Director
Charter Hospital of Northern New Jersey, Inc.........Director
Charter Hospital of Santa Teresa, Inc................Director
Charter Hospital of St. Louis, Inc...................Director
Charter Hospital of Torrance, Inc....................Director
Charter Indianapolis Behavior Health System, Inc.....Director
Charter Lafayette Behavioral Health System, Inc......Director
Charter Lakeside Behavioral Health System, Inc.......Director
Charter Little Rock Behavioral
Health System, Inc.............................Director
Charter Louisville Behavioral Health System, Inc.....Director
Charter Medical - California, Inc....................Director
Charter Medical - Clayton County, Inc................Director
Charter Medical - Cleveland, Inc.....................Director
Charter Medical - Dallas, Inc........................Director
Charter Medical Executive Corporation................Director
Charter Medical Information Services, Inc............Director
Charter Medical International, S.A., Inc.............Director
Charter Medical - Long Beach, Inc....................Director
Charter Medical Management Company...................Director
Charter Medical - New York, Inc......................Director
Charter Medical of East Valley, Inc..................Director
Charter Medical of North Phoenix, Inc................Director
Charter Medical of Orange County, Inc................Director
Charter Mental Health Options, Inc...................Director
Charter Milwaukee Behavioral Health System, Inc......Director
Charter Mission Viejo Behavioral Health
System, Inc....................................Director
Charter MOB of Charlottesville, Inc..................Director
Charter North Behavioral Health System, Inc..........Director
Charter North Counseling Center, Inc.................Director
Charter Northridge Behavioral Health System, Inc.....Director

Page 2

<PAGE>

Charter Northside Hospital, Inc......................Director
Charter Oak Behavioral Health System, Inc............Director
Charter Palms Behavioral Health System, Inc..........Director
Charter Peachford Behavioral Health System, Inc......Director
Charter Pines Behavioral Health System, Inc..........Director
Charter Plains Behavioral Health System, Inc.........Director
Charter - Provo School, Inc..........................Director
Charter Psychiatric Hospitals, Inc...................Director
Charter Real Behavioral Health System, Inc...........Director
Charter Regional Medical Center, Inc.................Director
Charter Ridge Behavioral Health System, Inc..........Director
Charter Rivers Behavioral Health System, Inc.........Director
Charter San Diego Behavioral Health System, Inc......Director
Charter Sioux Falls Behavioral Health
System, Inc....................................Director
Charter South Bend Behavioral Health System, Inc.....Director
Charter Springs Behavioral Health System, Inc........Director
Charter Surburban Hospital of Mesquite, Inc..........Director
Charter Terre Haute Behavioral Health
System, Inc....................................Director
Charter Thousand Oaks Behavioral Health
System, Inc....................................Director
Charterton/LaGrange, Inc.............................Director
Charter Treatment Center of Michigan, Inc............Director
Charter Westbrook Behavioral Health System, Inc......Director
Charter Wichita Behavioral Health System, Inc........Director
Charter Woods Behavioral Health System, Inc..........Director
Charter Woods Hospital, Inc. ........................Director
CMCI, Inc............................................Director
CMFC, Inc............................................Director
CMSF, Inc............................................Director
CPS Associates, Inc..................................Director
Desert Springs Hospital, Inc.........................Director
Employee Assistance Services, Inc....................Director
Florida Health Facilities, Inc.......................Director
Gulf Coast EAP Services, Inc.........................Director
Gwinnett Immediate Care Center, Inc..................Director
HCS, Inc.............................................Director
Holcomb Bridge Immediate Care Center, Inc............Director
Hospital Investors, Inc..............................Director
Mandarin Meadows, Inc................................Director
Metropolitan Hospital, Inc...........................Director
Middle Georgia Hospital, Inc.........................Director
Pacific - Charter Medical, Inc.......................Director
Peachford Professional Network, Inc..................Director
Rivoli, Inc..........................................Director
Shallowford Community Hospital, Inc..................Director
Sistemas De Terapia Respiratoria S.A., Inc...........Director
Stuart Circle Hospital Corporation...................Director
Charter Medical of Florida, Inc......................Director
Western Behavioral System, Inc.......................Director
Charter Medical of Puerto Rico, Inc..................Director

Page 3

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 30th day of June, 1994.

/s/ John C. McCauley
_______________________________________
John C. McCauley

<PAGE>

EXHIBIT A
POWER OF ATTORNEY
JOHN C. McCAULEY

Ambulatory Resources, Inc. . . . . . . . Director and Vice President
Atlanta MOB, Inc.. . . . . . . . . . . . Director and Vice President
Beltway Community Hospital, Inc. . . . . Director and Vice President
Charter of Alabama, Inc. . . . . . . . . Director and Vice President
C.A.C.O. Services, Inc.. . . . . . . . . Director and Vice President
CCM, Inc.. . . . . . . . . . . . . . . . Director and Vice President
Charter Augusta Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Beacon Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Athens, Inc.. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Austin, Inc.. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Central Georgia, Inc. . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Charleston, Inc.. . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Charlottesville, Inc. . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Chicago, Inc. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Columbia, Inc.. . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Corpus Christi, Inc.. . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Dallas, Inc.. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Ft. Worth, Inc. . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Jackson, Inc. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Jacksonville, Inc.. . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Kansas City, Inc. . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Lake Charles, Inc.. . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Mobile, Inc.. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Nevada, Inc.. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of New Mexico, Inc.. . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Northern California, Inc. . . . . . . Director and Vice President
Charter Behavioral Health System
of Northwest Arkansas, Inc.. . . . . . . Director and Vice President

<PAGE>

Charter Behavioral Health System
of Northwest Indiana, Inc. . . . . . . . Director and Vice President
Charter Behavioral Health System
of Paducah, Inc. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Savannah, Inc.. . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Southern California, Inc. . . . . . . Director and Vice President
Charter Behavioral Health System
of Tampa Bay, Inc. . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of Toledo, Inc.. . . . . . . . . . . . . Director and Vice President
Charter Behavioral Health System
of the Inland Empire, Inc. . . . . . . . Director and Vice President
Charter Behavioral Health System
of Winston-Salem, Inc. . . . . . . . . . Director and Vice President
Charter-By-The-Sea Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Canyon Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Colonial Institute, Inc. . . . . Director and Vice President
Charter Community Hospital, Inc. . . . . Director and Vice President
Charter Community Hospital of
Des Moines, Inc. . . . . . . . . . . . . Director and Vice President
Charter Contract Services, Inc.. . . . . Director and Vice President
Charter Fairmount Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Financial Offices, Inc.. . . . . Director and Vice President
Charter Forest Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Grapevine Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Greensboro Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Health Management of
Texas, Inc.. . . . . . . . . . . . . . . Director and Vice President
Charter Hospital of Columbus, Inc. . . . Director and Vice President
Charter Hospital of Denver, Inc. . . . . Director and Vice President
Charter Hospital of Ft. Collins, Inc.. . Director and Vice President
Charter Hospital of Laredo, Inc. . . . . Director and Vice President
Charter Hospital of Miami, Inc.. . . . . Director and Vice President
Charter Hospital of Mobile, Inc. . . . . Director and Vice President
Charter Hospital of Northern
New Jersey, Inc. . . . . . . . . . . . . Director and Vice President
Charter Hospital of Santa
Teresa, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Hospital of St. Louis, Inc.. . . Director and Vice President
Charter Hospital of Torrance, Inc. . . . Director and Vice President
Charter Indianapolis Behavior
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Lafayette Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Lakeside Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President

Page 2

<PAGE>

Charter Little Rock Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Louisville Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Medical - California, Inc. . . . Director and Vice President
Charter Medical - Clayton
County, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Medical - Cleveland, Inc.. . . . Director and Vice President
Charter Medical - Dallas, Inc. . . . . . Director and Vice President
Charter Medical Executive Corporation. . Director and Vice President
Charter Medical Information
Services, Inc. . . . . . . . . . . . . . Director and Vice President
Charter Medical International,
S.A., Inc. . . . . . . . . . . . . . . . Director and Vice President
Charter Medical - Long Beach, Inc. . . . Director and Vice President
Charter Medical Management Company . . . Director and Vice President
Charter Medical - New York, Inc. . . . . Director and Vice President
Charter Medical of North
Phoenix, Inc.. . . . . . . . . . . . . . Director and Vice President
Charter Medical of Orange
County, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Mental Health Options, Inc.. . . Director and Vice President
Charter Milwaukee Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Mission Viejo Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter MOB of Charlottesville, Inc. . . Director and Vice President
Charter North Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter North Counseling
Center, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Northridge Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Northside Hospital, Inc. . . . . Director and Vice President
Charter Oak Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Palms Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Peachford Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Pines Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Plains Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter - Provo School, Inc. . . . . . . Director and Vice President
Charter Psychiatric Hospitals, Inc.. . . Director and Vice President
Charter Real Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Regional Medical
Center, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Ridge Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Rivers Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President

Page 3

<PAGE>

Charter San Diego Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Sioux Falls Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter South Bend Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Springs Behavioral Health
System, Inc. . . . . . . . . . . . . . . Director and Vice President
Charter Surburban Hospital of
Mesquite, Inc. . . . . . . . . . . . . . Director and Vice President
Charter Terre Haute Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Thousand Oaks Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charterton/LaGrange, Inc.
Charter Treatment Center of
Michigan, Inc. . . . . . . . . . . . . . Director and Vice President
Charter Westbrook Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Wichita Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Woods Behavioral
Health System, Inc.. . . . . . . . . . . Director and Vice President
Charter Woods Hospital, Inc. . . . . . . Director and Vice President
CMCI, Inc. . . . . . . . . . . . . . . . Director and Vice President
CMFC, Inc. . . . . . . . . . . . . . . . Director and Vice President
CMSF, Inc. . . . . . . . . . . . . . . . Director and Vice President
CPS Associates, Inc. . . . . . . . . . . Director and Vice President
Desert Springs Hospital, Inc.. . . . . . Director and Vice President
Employee Assistance Services, Inc. . . . Director and Vice President
Florida Health Facilities, Inc.. . . . . Director and Vice President
Gulf Coast EAP Services, Inc.. . . . . . Director and Vice President
Gwinnett Immediate Care Center, Inc. . . Director and Vice President
HCS, Inc.. . . . . . . . . . . . . . . . Director and Vice President
Holcomb Bridge Immediate Care
Center, Inc. . . . . . . . . . . . . . . Director and Vice President
Hospital Investors, Inc. . . . . . . . . Director and Vice President
Mandarin Meadows, Inc. . . . . . . . . . Director and Vice President
Metropolitan Hospital, Inc.. . . . . . . Director and Vice President
Middle Georgia Hospital, Inc.. . . . . . Director and Vice President
Pacific - Charter Medical, Inc.. . . . . Director and Vice President
Peachford Professional Network, Inc. . . Director and Vice President
Rivoli, Inc. . . . . . . . . . . . . . . Director and Vice President
Shallowford Community Hospital, Inc. . . Director and Vice President
Sistemas De Terapia Respiratoria
S.A., Inc. . . . . . . . . . . . . . . . Director and Vice President
Stuart Circle Hospital CorporationDirector and Vice President
Charter Medical of Florida, Inc. . . . . Director and Vice President
Western Behavioral System, Inc.. . . . . Director and Vice President
Charter Medical (Cayman Islands) Ltd.. . Director and Vice President
Charter Medical of Puerto Rico, Inc. . . Director and Vice President
Charter Medical International, Inc.. . . Director and Vice President

Page 4