SUN HEALTHCARE GROUP INC
8-K, 1996-07-15
SKILLED NURSING CARE FACILITIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                                 Date of Report
                (Date of earliest event reported):  June 30, 1996


                            SUN HEALTHCARE GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                   Delaware              1-12040              85-0410612
- --------------------------------------------------------------------------------
          State or other jurisdiction   Commission            IRS Employer
               of incorporation         File Number        Identification No.


                                101 Sun Lane, N.E.
                           Albuquerque, New Mexico 87109
                     ----------------------------------------
                     (Address of Principal Executive Offices)


                         Registrant's Telephone Number,
                       Including Area Code:  (505) 821-3355


               This Current Report on Form 8-K consists of __ pages.


<PAGE>


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

          On July 2, 1996, a wholly owned subsidiary of Sun Healthcare Group,
Inc. ("Sun") purchased all of the outstanding stock of H.T.A. of New York, Inc.,
and H.T.A. of New Jersey, Inc., providers of physical, speech and occupational
therapy services to the health care industry for $5,300,000 in cash.  The 
shareholder of H.T.A. of New York, Inc. and H.T.A. of New Jersey, Inc. was 
Iris Kimberg.

          On June 30, 1996, a wholly owned subsidiary of Sun purchased all of 
the outstanding stock of 3270262 Canada, Inc., a provider of outpatient 
physiotherapy and occupational services in Canada for $3,564,000 Canadian 
Dollars ($2,614,000 U.S. Dollars as of June 30, 1996) in cash.  The 
shareholders of 3270262 Canada, Inc. were Robert Y. Weisz and Yorkview 
Physiotherapy Centre.  In connection with this transaction, the acquiring 
subsidiary agreed to employ a former shareholder for a period of one year at 
an annual salary of $520,000 Canadian Dollars ($381,000 U.S. Dollars as of 
June 30, 1996).

          On June 30, 1996, a wholly owned subsidiary of Sun purchased all of 
the outstanding stock of Aqua Rehabilitation, Inc., a provider of outpatient 
physiotherapy and occupational services in Canada, for $450,000 Canadian Dollars
($330,000 U.S. Dollars as of June 30, 1996) in cash.  The shareholders of 
Aqua Rehabilitaion, Inc were 624722 Ontario Limited, Lisa Lasko, Benjamin 
Lasko and Lisa Lasko as the trustee of the Lasko Family Trust.

          All of the above transactions were accounted for as purchases.

          During the period from February 1, 1996 to July 8, 1996, Sun 
acquired in open market transactions additional minority interests totalling 
9.2% in Ashbourne PLC, an operator of nursing homes in the United Kingdom for 
$10,165,000. As of July 8, 1996, Sun owned a total minority interest of 29.2% 
in Ashbourne PLC.

          A Form 8-K was not previously filed for Ashborne PLC, Aqua 
Rehabilitation, Inc., H.T.A. of New York, Inc. and H.T.A. of New Jersey, Inc. 
as they did not qualify as significant acquisitions by the Company in 
accordance with the definition of a significant acquisition in Rule 3.05 of 
Regulation S-X.  However, since the aggregate impact of the individually 
insignificant businesses acquired exceeded the reporting requirements of Rule 
3-05 when combined with these acquisitions, these acquisitions are included 
in this Form 8-K.

          The above acquisitions were financed by borrowings under Sun's 
revolving line of credit with NationsBank of Texas, N.A. as administrative 
lender.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

          As of the date of this report, it is impracticable to provide the
required financial statements and pro forma financial information for the
acquisitions described above as required by the Securities and Exchange
Commission rules and regulations.  The Company intends to file such required
financial statements and pro forma financial information as an amendment to this
Form 8-K as soon as practicable, but not later than sixty days after the report
on Form 8-K must be filed.

ITEM 7(C).  EXHIBITS.

          Exhibit 2.1    Stock purchase and sale agreement by and between Iris
Kimberg and CareerStaff Unlimited, Inc.

          Exhibit 2.2    First Amendment to stock purchase and sales 
agreement as of June 12, 1996, between Iris Kimberg and CareerStaff 
Unlimited, Inc.

          Exhibit 2.3    Share purchase agreement as of June 30, 1996, among
Robert Y. Weisz, Yorkview Physiotherapy Centre and Columbia Centre for
Rehabilitation, Inc.

          Exhibit 2.4    Purchase for cancellation agreement as of July 2, 1996,
between Robert Y. Weisz, 3270262 Canada, Inc. and Columbia Centre for
Rehabilitation, Inc.

          Exhibit 2.5    Share purchase agreement as of June 30, 1996, among 
624722 Ontario Limited, Robert Y. Weisz, Lisa Lasko, Benjamin Lasko, Lisa 
Lasko (the trustee of the Lasko Family Trust) and Columbia Centre for 
Rehabilitation, Inc.

<PAGE>

                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
Sun Healthcare Group, Inc. has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.



Dated:  July 11, 1996                     SUN HEALTHCARE GROUP, INC.

                                           /s/ Robert D. Woltil
                                          ------------------------------------
                                          Robert D. Woltil
                                          Principal Financial Officer



<PAGE>

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



                        STOCK PURCHASE AND SALE AGREEMENT

                                 BY AND BETWEEN

                          IRIS KIMBERG (THE "SELLER"),

                                       AND

                          CAREERSTAFF UNLIMITED, INC.,

                             A DELAWARE CORPORATION

                               (THE "PURCHASER").





                   Concerning the purchase and sale of all of
                   the issued and outstanding capital stock of
                           HTA of New York, Inc. and
                             HTA of New Jersey, Inc.




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

<PAGE>

                        STOCK PURCHASE AND SALE AGREEMENT


     This STOCK PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as of this
15th day of March, 1996, is by and between IRIS KIMBERG (the "Seller") and
CAREERSTAFF UNLIMITED, INC., a Delaware corporation (the "Purchaser").  The
Seller and the Purchaser may be referred to herein individually as a "Party" and
collectively as the "Parties."

                               W I T N E S E T H:

     WHEREAS, the Purchaser is a wholly owned subsidiary of Sun Healthcare
Group, Inc., a Delaware corporation ("Sun"); and

     WHEREAS, the Seller is the owner of two hundred (200) shares (the "HTA-NY
Shares") of Common Stock, no par value per share (the "HTA-NY Common Stock"), of
HTA of New York, Inc., a New York corporation ("HTA-New York"), constituting all
the issued and outstanding shares of capital stock of HTA-New York; and

     WHEREAS, the Seller is the owner of two hundred (200) shares (the "HTA-NJ
Shares," and together with the HTA-NY Shares, collectively referred to herein as
the "Shares") of Common Stock, no par value per share (the "HTA-NJ Common
Stock"), of HTA of New Jersey, Inc., a [NEW JERSEY] corporation ("HTA-New
Jersey," and together with HTA-New York, collectively referred to herein as the
"Companies"), constituting all the issued and outstanding shares of capital
stock of HTA-New Jersey; and

     WHEREAS, the Shares constitute all of the issued and outstanding shares of
capital stock of the Companies; and

     WHEREAS, the Purchaser desires to acquire the Shares from the Seller and
the Seller desires to sell the Shares to the Purchaser, upon the terms and
subject to the conditions hereinafter set forth; and

     WHEREAS, the Companies are engaged in the business of providing physical,
speech and occupational therapists and their assistants  and aids and other
professionals on a temporary or contract basis in the New York City and New
Jersey market areas; and

     WHEREAS, subject to the terms and conditions set forth herein the Seller
has agreed not to compete against the Purchaser, the Companies or their
successors or assigns for a period of seven years following the Closing Date (as
hereinafter defined);

     NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, and after good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby contract and agree as follows:

                                    ARTICLE I

            PURCHASE AND SALE OF THE SHARES; COVENANT NOT TO COMPETE

     1.01   THE SALE.  Upon the terms and subject to the conditions set forth in
this Agreement, at the Closing (as hereinafter defined) the Seller will sell,
assign, transfer and deliver to the Purchaser and the Purchaser will purchase
and acquire from the Seller, the Shares.

     1.02   PURCHASE PRICE FOR THE SHARES.

            (A)    ESTIMATED PURCHASE PRICE FOR THE SHARES.  Subject to
     adjustments as set forth herein, the purchase price for the Shares acquired
     pursuant to this Agreement (the "Purchase Price") is $4,024,852.  Such
     Purchase Price is based on the 1995 Proforma Pre-Tax Income (as hereinafter
     defined) of $1,146,520 and is subject to adjustment based on the final
     determination of the 1995 Proforma Pre-Tax Income as provided herein.

            (B)    REVIEW; 1995 PROFORMA PRE-TAX INCOME AND NET WORTH
     DETERMINATION.  The Purchase

<PAGE>

     Price for the Shares will be adjusted based on a formula based on the 1995
     Proforma Pre-Tax Income of the Companies as determined by either
     Purchaser's independent public accountants or internal accounting staff
     (the "Accountants") for the year ended December 31, 1995.  The Purchaser
     agrees to cause the Accountants to conduct a review (the "Review") of the
     Companies' balance sheet as of December 31, 1995 and income statements and
     statements of cash flows for the year ended December 31, 1995 to be
     performed promptly following the execution of this Agreement.  The Review
     will be at the sole cost and expense of the Purchaser and shall be
     completed as promptly as is reasonably possible following the date of this
     Agreement but in no event later than sixty (60) days from the date hereof.
     The term "1995 Pre-Tax Income" means the net income of the Companies
     determined on a combined basis in accordance with generally accepted
     accounting principles consistently applied ("GAAP") for the year ended
     December 31, 1995.  Attached hereto as Exhibit "A" and incorporated herein
     is a list of expenditures and expenses incurred and paid by the Companies
     in the year ended December 31, 1995 that the Seller represents and warrants
     will not occur following the Closing (the "Proforma Adjustments").  The
     Seller represents and warrants that the elimination of the Proforma
     Adjustments (i.e., the failure of the Companies to make such expenditures
     or incur such expenses set forth in the Proforma Adjustments) will not
     adversely affect the results of operations of the Companies for the year
     ended December 31, 1996.  The Proforma Adjustments shall be added to the
     1995 Pre-Tax Earnings and the sum shall be hereinafter referred to as the
     "1995 Proforma Pre-Tax Income."  The Accountants shall also issue a special
     purpose report indicating the amount of 1995 Proforma Pre-Tax Income of the
     Companies and such report will be used to establish the Purchase Price for
     the Shares and the Net Worth (as hereinafter defined) of the Companies as
     at December 31, 1995 (such special purpose report is herein- after referred
     to as the "Accountants' Report").  In addition, the Accountants' Report
     shall also provide that the Accountants have examined and verified the
     amount of the Proforma Adjustments.  Prior to the issuance of the
     Accountants' Report, the Purchaser will cause the Accountants to make their
     work papers available to Seller and her representatives for their review.

             The determination of the 1995 Proforma Pre-Tax Income and the Net
     Worth of the Companies as at December 31, 1995 by the Accountants shall be
     conclusive and binding upon the Parties unless the Seller shall object to
     the Accountant's Report within ten (10) days following the receipt of the
     Accountants' Report.  The Seller's objection to the Accountants' Report
     shall set forth in detail the Seller's objection(s) to the Accountants'
     Report and the Seller's calculation of the 1995 Proforma Pre-Tax Income.
     If the Purchaser agrees to accept the Seller's adjustments to the
     Accountants' Report, then the Purchase Price shall be recalculated based on
     such adjustments.  If the Seller objects to the Accountants' Report as set
     forth above and the Purchaser does not accept the Seller's proposed
     adjustments, then an independent accounting firm mutually satisfactory to
     the Seller and the Purchaser shall review the financial statements of the
     Seller and determine the amount of the 1995 Proforma Pre-Tax Income.  Each
     of the Parties shall bear 50% of the costs and expenses of such independent
     accounting firm, and if the Parties are unable to agree upon an independent
     accounting firm, the Parties will request that one be designated by the
     President of the New York City office of the American Arbitration
     Association.

            (C)    ADJUSTMENT TO PURCHASE PRICE FOR THE SHARES BASED ON THE 1995
     PROFORMA PRE-TAX INCOME.  The Purchase Price for the Shares is based on an
     estimated 1995 Proforma Pre-Tax Income of $1,146,520.  If the 1995 Proforma
     Pre-Tax Income as shown by the Accountants' Report is greater than
     $1,146,520, then the Purchase Price for the Shares shall be increased by
     $5.45 for each $1.00 that the 1995 Proforma Pre-Tax Income is greater than
     $1,146,520 less the Tax Adjustment (as hereinafter defined).  If the 1995
     Proforma Pre-Tax Income as determined by the Accountants' Report is less
     than $1,146,520, then the Purchase Price for the Shares shall be reduced by
     $5.45 for each $1.00 that the 1995 Proforma Pre-Tax Income is less than
     $1,146,520.  For example, if the 1995 Proforma Pre-Tax Income as determined
     by the Accountants' Report was $1,100,000, then the Purchase Price for the
     Shares would be $3,830,997, i.e., $4,024,852 less $5.45 x $46,520 plus the
     Tax Adjustment of $46,520 and if the 1995 Proforma Pre-Tax Income was
     $1,200,000, then the Purchase Price for the Shares would be $4,247,710
     (i.e. $4,024,852 less $5.45 x $53,480 less the Tax Adjustment of $68,608).
     The term "Tax Adjustment" means an amount equal to the present value
     (discounted over 15 years at a discount rate of 7.5% per annum) of the
     product of the change in the Purchase Price divided by 15 and then
     multiplied by 40%.

            (D)    ADJUSTMENT TO PURCHASE PRICE FOR THE SHARES BASED ON NET
     WORTH.  The Purchase Price for the Shares shall also be reduced by $1 for
     each dollar, if any, that the Net Worth (as hereinafter defined) of the
     Companies on a combined basis on December 31, 1995 (the "Base Net Worth")
     is less than $900,000.  For the purposes of this Agreement, the term "Net
     Worth" means the combined stockholder's equity of the Companies on a
     combined basis determined in accordance with GAAP.  For example, if the

<PAGE>

     Base Net Worth is $850,000, then the Purchase Price for the Shares would be
     reduced by $50,000.  The Base Net Worth shall be determined as set forth in
     Section 1.02(B) hereof.

            (E)    POST CLOSING ADJUSTMENTS.  The Purchase Price shall be
     increased or decreased by $1 for each dollar, if any, by which the Net
     Worth of the Companies as at the Closing Date ("Closing Net Worth") exceeds
     or is less than the Base Net Worth.  For these purposes, not later than
     sixty (60) days after the Closing Date, the Purchaser shall determine the
     Closing Net Worth of the Companies and notify the Seller in writing of such
     determination, and provide the Seller with access to all of the data used
     by Purchaser in connection with such determination.   The Purchaser's
     determination of the Closing Net Worth of the Companies shall be conclusive
     and binding upon the Parties unless the Seller shall object thereto within
     twenty (20) days following her receipt thereof (the "Notice of Objection").
     The Notice of Objection to the Purchaser's determination of the Closing Net
     Worth of the Companies shall set forth in detail the Seller's objection(s)
     to the Purchaser's determination, and Seller's own determination thereof.
     If the Purchaser accepts the Seller's determination, the adjustment to the
     Purchase Price provided for in this Section 1.02(E) shall be based on the
     Seller's determination.  If the Seller's determination is not accepted by
     the Purchaser, the Closing Net Worth of the Companies shall be determined
     by an independent accounting firm mutually acceptable to Purchaser and
     Seller.  Each of the Purchaser and the Seller shall bear 50% of the costs
     and expenses of such independent accounting firm, and if the Parties are
     unable to agree upon an independent accounting firm, the Parties will
     request that one be designated by the President of the New York City office
     of the American Arbitration Association.  The adjustment to the Purchase
     Price provided for herein shall be paid to the Seller or to Purchaser
     within five days after the final determination thereof together with
     interest thereon at the rate of 7.5% a year from the date that the amount
     of such adjustment to the Purchase Price is finally determined.

            (F)    ADDITIONAL PURCHASE PRICE.  HTA-New York has paid
     approximately $179,000 to the New York Department of Labor under protest
     for the year ended December 31, 1994.  If it is determined that all or a
     portion of such amount was not owed to the New York Department of Labor as
     an expense of HTA-New York for the year ended December 31, 1994 and is
     refunded to HTA-New York after the Closing, then the purchase price for the
     HTA-Shares will be increased as by the amount of such refund and the
     Purchaser shall promptly pay such amount to the Seller.

     1.03   COVENANT NOT TO COMPETE.  Subject to the terms and conditions set
forth in this Agreement, the Parties agree that in addition to the Purchase
Price for the Shares, the Purchaser shall pay to the Seller on the Closing Date
the sum of $1,000,000 (the "Non-Competition Payment") in exchange for the
Seller's agreement to comply with covenant not to compete and other covenants
set forth in Sections 4.01(E), (H), (I), (J) and (K) of this Agreement.

     1.04   DUE DILIGENCE PERIOD.  The Parties agree that the obligation of the
Purchaser to close the transaction evidenced by this Agreement is subject to the
Purchaser being satisfied with the results of its due diligence and completing
its due diligence on or before sixty (60) days after the date hereof (the "Due
Diligence Expiration Date").  If, on or before the Due Diligence Expiration
Date, Purchaser elects not to close, it may cancel this Agreement by mailing or
otherwise sending to the Seller, written notice of its intent to terminate this
Agreement ("Termination Notice").   Upon mailing or otherwise sending to the
Seller the Termination Notice, the Purchaser shall be deemed released from all
of its obligations, liabilities, and duties under this Agreement and this
Agreement shall be considered to be terminated and of no further force or effect
as of such date.

     1.05   APPROVAL OF THE PURCHASER'S BOARD OF DIRECTORS; EFFECTIVE DATE.  The
Parties agree that the effectiveness of this Agreement is contingent on the
approval of this Agreement by the Board of Directors of the Purchaser and its
parent Sun.  The Purchaser agrees to cause this Agreement to be submitted to the
Board of Directors of Sun and the Purchaser on or before May 22, 1996.  The term
"Effective Date" means the date that this Agreement has been approved by the
Board of Directors of the Purchaser and Sun.

     1.06   SCHEDULES.  The Seller agrees to deliver the Schedules to this
Agreement within ten days of the execution of this Agreement (the "Schedule
Delivery Date").  The Purchaser may terminate this Agreement if the Purchaser is
not satisfied with any matter disclosed on the schedules on or before the Due
Diligence Expiration Date.

     1.07   SPECIAL RIGHT OF THE SELLER TO TERMINATE.  The Parties agree that if
the 1995 Proforma Pre-Tax Income as determined pursuant to this Agreement is
less than $1,077,052, then the Seller may terminate this Agreement by giving
written notice to the Purchaser.  Such notice must be given prior to the Closing
Date.  Upon

<PAGE>

mailing or otherwise sending to the Purchaser the written notice referred to
above, the Seller shall be deemed released from all of Seller's obligations,
liabilities, and duties under this Agreement and this Agreement shall be
considered to be terminated and of no further force or effect as of such date.

                                   ARTICLE II

                              CLOSING TRANSACTIONS

     2.01   CLOSING DATE AND EFFECTIVE TIME.  The closing of the purchase and
sale of the Shares contemplated hereby (the "Closing") shall be held at the
offices of the Seller's counsel at Dornbush, Mensch, Mandelstam & Schaeffer,
LLP, 747 Third Avenue, New York, NY  10017, or at such other place as the
Parties mutually agree on the first business day that is ten business days after
the satisfaction of all of the conditions to closing set forth herein, or such
other date mutually approved of by the Parties (the "Closing Date"); provided,
however, that in no event should the Closing Date be later than the Outside Date
(as hereinafter defined).  The effective time of the transfer of the Shares
shall be deemed to have been the beginning of the day of the Closing.

     2.02   CLOSING TRANSACTIONS.  On the Closing Date:

     (A)    The Seller shall deliver to the Purchaser the Shares duly endorsed
for transfer to the Purchaser and other instruments of transfer and conveyance
as the Purchaser shall reasonably request and in form and substance reasonably
requested by the Purchaser, together with such documents, instruments,
certificates and opinions as may be necessary to satisfy the conditions set
forth in this Agreement.

     (B)    The Purchaser shall deliver to the Seller the Purchase Price less
the Escrow Deposit (as hereinafter defined) by wire transfer of immediately
available funds to an account designated by the Seller or by delivery of a
cashier's check for the Shares and the Non-Competition Payment together with
such documents, instruments, certificates and opinions as may be necessary to
satisfy the conditions set forth in this Agreement.

     (C)    At the Closing, the Purchaser shall deposit with Dornbush, Mensch,
Mandelstam & Schaeffer, LLP] (the "Escrow Agent") the sum of Two Hundred
Seventy-five Thousand and No/100 Dollars ($275,000) (the "Escrow Deposit") to be
held pursuant to an Escrow Agreement attached hereto as Exhibit "D" and
incorporated herein.  Under such Escrow Agreement, the Escrow Agent will hold
the Escrow Deposit as security for any claims asserted against the Companies due
to the Companies' position that all of the Therapists are independent
contractors and not employees.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     3.01   REPRESENTATIONS AND WARRANTIES BY THE SELLER.  The Seller represents
and warrants to the Purchaser as follows:

            (A)    ORGANIZATION AND GOOD STANDING.  The Companies are each
     corporations duly organized, validly existing and in good standing under
     the laws of the state of their incorporation, and has all requisite
     corporate power and authority to own and lease the property and assets such
     corporation currently owns and leases and to carry on the business of the
     Companies as currently conducted.  On or before the Schedule Delivery Date,
     the Seller will deliver to the Purchaser true, correct and complete copies
     of the Articles of Incorporation and bylaws, each as amended to the date
     hereof, of the Companies.  Each Company is duly licensed or qualified to do
     business as a foreign corporation in the states listed on Schedule 3.01(A)
     attached hereto and is in good standing in all jurisdictions in which the
     character of the assets now owned or leased by such Company or the nature
     of the business now conducted by the Companies requires it to be so
     licensed or qualified.  Set forth on Schedule 3.01(A) attached hereto is a
     list of all states in which each Company has supplied therapists, their
     assistants or other services during the last five years.

            (B)    CAPACITY.  The execution and delivery of this Agreement by
     the Seller, the performance by the Seller of all the terms and conditions
     hereof to be performed by the Seller and the consummation of the
     transactions contemplated hereby are within the capacity of the Seller.
     This Agreement has been duly executed and delivered by the Seller and is
     the legal, valid and binding obligation of the Seller and is enforceable
     against the Seller in accordance with its terms except as such
     enforceability may be limited by

<PAGE>

     bankruptcy, insolvency, reorganization, moratorium or similar laws
     affecting the rights of creditors generally and by general equitable
     principles (whether or not such enforceability is considered in a
     proceeding at law or in equity).

            (C)    CAPITALIZATION OF HTA-NEW YORK.  The authorized capital stock
     of the HTA-New York consists solely of two hundred (200) shares of no par
     value per share common stock, of which two hundred (200) shares are issued
     and outstanding on the date hereof.  All such outstanding shares of HTA-New
     York Common Stock are owned beneficially and of record by the Seller free
     and clear of all liens, charges, encumbrances, claims, rights of others,
     mortgages, pledges or security interests and are not subject to any
     agreements or understandings among any Persons (as hereinafter defined)
     with respect to the voting or transfer of the HTA-New York Shares.  There
     are no outstanding subscriptions, options, convertible securities, warrants
     or calls of any kind issued or granted by, or binding upon, the Seller,
     HTA-New York, HTA-New Jersey or any other Person to purchase or otherwise
     acquire any security of or equity interest in HTA-New York.  There are no
     outstanding subscriptions, options, rights, warrants, convertible
     securities or other agreements or commitments obligating HTA-New York to
     issue or to transfer from treasury any shares of its capital stock of any
     class.  All of the HTA-New York Shares have been duly authorized, validly
     issued and are fully paid and nonassessable, and none has been issued in
     violation of the preemptive rights of any stockholder or person.  The
     Seller has full legal right to sell, assign, and transfer the HTA-New York
     Shares to the Purchaser and, upon delivery of the certificates representing
     the HTA-New York Shares to the Purchaser pursuant to the terms hereof,
     transfer to the Purchaser good and marketable title to the HTA-New York
     Shares free and clear of any and all liens, charges, encumbrances, pledges,
     security interests, claims or rights of others.

            (D)    CAPITALIZATION OF HTA-NEW JERSEY.  The authorized capital
     stock of HTA-New Jersey consists solely of two hundred  (200) shares of no
     par value per share common stock, of which two hundred (200) shares are
     issued and outstanding on the date hereof.  All such outstanding shares of
     HTA-New Jersey Common Stock are owned beneficially and of record by the
     Seller free and clear of all liens, charges, encumbrances, claims, rights
     of others, mortgages, pledges or security interests and are not subject to
     any agreements or understandings among any Persons with respect to the
     voting or transfer of the HTA-New Jersey Shares.  There are no outstanding
     subscriptions, options, convertible securities, warrants or calls of any
     kind issued or granted by, or binding upon, the Seller, HTA-New Jersey,
     HTA-New York or any other Person to purchase or otherwise acquire any
     security of or equity interest in HTA-New Jersey.  There are no outstanding
     subscriptions, options, rights, warrants, convertible securities or other
     agreements or commitments obligating HTA-New Jersey to issue or to transfer
     from treasury any shares of its capital stock of any class.  All of the
     HTA-New Jersey Shares have been duly authorized, validly issued and are
     fully paid and nonassessable, and none has been issued in violation of the
     preemptive rights of any stockholder or person.  The Seller has full legal
     right to sell, assign, and transfer the HTA-New Jersey Shares to the
     Purchaser and, upon delivery of the certificates representing the HTA-New
     Jersey Shares to the Purchaser pursuant to the terms hereof, transfer to
     the Purchaser good and marketable title to the HTA-New Jersey Shares free
     and clear of any and all liens, charges, encumbrances, pledges, security
     interests, claims or rights of others.

            (E)    SUBSIDIARIES.  Neither of the Companies own or possess any
     interest (contingent or otherwise) in any corporation, partnership (limited
     or general), trust, association, limited liability company, joint venture
     or other entity or Person.  Except through the Companies, the Seller does
     not engage in the business of providing physical, speech and occupational
     therapists and their assistants  and aids and other professionals on a
     temporary or contract basis.

            (F)    NO VIOLATION.  Except as otherwise disclosed on Schedule
     3.01(F) attached hereto and incorporated herein, neither the execution and
     delivery of this Agreement or the consummation of the transactions
     contemplated by this Agreement nor compliance with its terms and
     conditions, shall conflict with or result in the breach of, or constitute a
     default under, or result in the creation or imposition of any lien, charge
     or encumbrance of any nature upon the Seller or the Companies or the
     properties or assets of the Seller or the Companies (or either of them)
     under any of the terms, conditions or provisions of its charter or by-laws
     or any similar corporate documents of the Companies (or either of them) or
     of any mortgage note, indenture, deed of trust, security agreement, pledge
     agreement, loan or credit agreement or other agreement or instrument to
     which the Companies (or either of them) are a party or by which the Seller,
     the Companies (or either of them) or their respective properties are bound.

            (G)    NO DEFAULT; COMPLIANCE WITH LAWS AND REGULATIONS.  Except as
     set forth on Schedule

<PAGE>

     3.01(G) attached hereto, neither of the Companies is in default or in
     violation of, and no condition exists that with notice or lapse of time or
     both would constitute a default or violation of (i) any loan or agreement,
     or (ii) any law, rules or regulations applicable to the Companies and there
     are no judgments, court orders or determinations by any governmental bodies
     or agencies rendered against or affecting the Companies (or either of
     them).

            (H)    FINANCIAL STATEMENTS.  The Seller has delivered to the
     Purchaser copies of the unaudited combined balance sheets of the Companies
     as of December 31, 1994 and 1995 and related statements of income and cash
     flows for the 12 month periods then ended (the "Financial Statements").

            The Financial Statements fairly present the financial position of
     the Companies as of the dates indicated and the results of operations and
     changes in financial position of the Companies, for the periods reflected
     in the Financial Statements in accordance with GAAP.  The Companies do not
     have any debt or liability of any kind, whether accrued, absolute,
     contingent or otherwise, including, without limitation, any debt or
     liability on account of taxes or any governmental charges or penalty,
     interest or fines, except as reflected in the Financial Statements or in a
     schedule attached to this Agreement.

            (I)    ABSENCE OF CERTAIN CHANGES.  Except as disclosed to the
     Purchaser in this Agreement, the Financial Statements, Schedule 3.01(I)
     attached hereto, or in any other schedule to this Agreement, since December
     31, 1995 (the "Balance Sheet Date") there has not been:

                          (i)      any material adverse change in the
            properties, condition (financial or otherwise), the business or the
            prospects of the Companies;

                          (ii)     any damages, destruction or loss, whether
            covered by insurance or not, which has had, or might be expected to
            have, a material adverse effect on the Companies (or either of
            them), or their respective business as currently conducted;

                          (iii)    any material change by the Companies in
            accounting methods or principles which would be required to be
            disclosed under generally accepted accounting principles,
            consistently applied;

                          (iv)     any issuance by the Companies of any shares
            of capital stock;

                          (v)      any sale, lease or other material disposition
            of properties and assets of the Companies other than in the ordinary
            course of business;

                          (vi)     any merger or consolidation of the Companies
            with any other corporation, partnership, limited liability company,
            person or entity or any acquisition by the Companies of the stock,
            ownership interests or business of another corporation, partnership,
            limited liability company or other entity;

                          (vii)    any borrowing, or agreement to borrow funds,
            by the Companies or any termination or material amendment of any
            evidence of indebtedness, contract, agreement, deed, mortgage,
            lease, license or other instrument, commitment or agreement to which
            the Companies (or either of them) are bound or by which its
            properties are bound is material to the business, condition
            (financial or otherwise), results of operation or prospects of the
            Companies (or either of them) in the ordinary course of business;

                          (viii)   any declaration or payment of any dividend
            on, or any other distribution with respect to, the equity securities
            of the Companies (or either of them);

                          (ix)     any increase in the compensation payable or
            to become payable by the Companies (or either of them) to the
            directors, officers or employees of the Companies, or any increase
            in benefits or benefit plan costs (other than costs outside of the
            control of the Companies), or any increase in any bonus, insurance,
            pension, compensation or other benefit plan made for or with or
            covering any officers or directors; or

                          (x)      any mortgage, pledge, grant of any lien or
            security interest or other encumbrance of any asset of the Companies
            (or either of them);

<PAGE>

                          (xi)     any material amendment or early termination
            of any contract, agreement, plan or commitment;

                          (xii)    any transactions between or with affiliates
            of the Companies (or either of them) or the Seller other than
            transactions consistent in nature and amounts involved with those
            reflected in the Financial Statements and otherwise disclosed to the
            Purchaser;

                          (xiii)   any contract entered into or proposal
            submitted for the provision of services by the Companies (or either
            of them) at a rate or for a price that will not generate the same
            historical net income margins as reflected in the Interim Financial
            Statements;

                          (xiv)    any waiver or release of any right or claim
            of the Companies that singly, or in the aggregate, is material to
            the business, assets, condition (financial or otherwise), results of
            operation or prospects of the Companies;

                          (xv)     any significant labor trouble or any damage,
            destruction or loss of property by fire or other casualty, whether
            or not covered by insurance, adversely affecting the business of the
            Companies or any related property;

                          (xvi)    removal from any building, facility or real
            property of any of the assets of the Companies; or

                          (xvii)   any contract, understanding or commitment to
            do any of the foregoing.

            (J)    TAXES.  Except as set forth in Schedule 3.01(J) attached
     hereto and incorporated herein, the Companies have timely filed or caused
     to be timely filed all federal, state and local tax returns for taxes, and
     all such tax returns are proper, complete and accurate and copies of all
     such returns have been delivered to the Purchaser.  The Companies and/or
     the Seller have each paid or caused to be paid any and all taxes of
     whatever type or description which have become due.  The amounts set up as
     provisions for taxes on the Financial Statements are sufficient for the
     payment of all accrued and unpaid taxes of any kind.  The amounts withheld
     by the Companies and/or the Seller and paid to the appropriate Government
     Body for all periods include all amounts necessary to fully and completely
     comply with all withholding provisions of applicable law.  The Seller has
     provided to the Purchaser copies of all correspondence and communications
     between the Seller or the Companies with the Internal Revenue Service, the
     New York Department of Labor and/or the New York Department of Revenue with
     respect to the Companies' business, including all communications relating
     to the treatment of the therapists of the Companies as either employees or
     independent contractors of the Companies.  Except as reflected in such
     correspondence with respect to the treatment of therapists as independent
     contractors or employees as described on Schedule 3.01(J), the Companies
     have not received nor have any knowledge of any notice of deficiency or
     assessment with respect to the Companies (or either of them), or any of
     their respective assets, or any basis for any of the foregoing, from any
     taxing authorities.  Neither the Seller nor the Companies have been
     notified by the Internal Revenue Service, the New York Department of
     Revenue or any other taxing authority that the Internal Revenue Service or
     such taxing authority intends to audit the federal or state income tax
     return of the Companies (or either of them) for any year. Except as
     disclosed in Schedule 3.01(J) attached hereto and incorporated herein,
     there is no litigation, governmental or other proceeding (formal or
     informal) or investigation pending, threatened with respect to any such
     federal, state or local income tax returns or informational filings of the
     Companies (or either of them).  The Companies (or either of them) have not
     given or been requested to give any waiver of statutes of limitation
     related to the payment of foreign, federal, state or local taxes with
     respect to the Companies (or either of them).

            (K)    CONTRACTS, AGREEMENTS, PLANS AND COMMITMENTS.  Schedule
     3.01(K) attached hereto sets forth a list or summary of all the contracts,
     notes, instruments, indentures, documents, agreements, plans and
     commitments, including all amendments, modifications and supplements
     thereto (written or oral), to which the Companies (or either of them) are a
     party or by which the Companies (or either of them) or any of their assets
     or properties are bound as of the date hereof relating to the business of
     the Companies (or either of them), including the Scheduled Contracts.  The
     Companies have each complied with the provisions of all of the respective
     Scheduled Contracts and no default or event of default exists under any of
     such agreements and such agreements constitute valid and legally binding
     obligations of the Companies (or either of them) and of each other person,
     corporation, trust, partnership, limited liability company,

<PAGE>

     Governmental Body (as hereinafter defined) or other entity (collectively a
     "Person") that is a party thereto enforceable against each party in
     accordance with their terms.  The Scheduled Contracts comprise all of the
     contracts, agreements, plans and commitments required in order to conduct
     the business of the Companies as it has been and is now conducted, and all
     of the Scheduled Contracts are transferable and will be transferred to
     Purchaser under and in accordance with the terms of this Agreement.   For
     the purposes of this Agreement, the term "Governmental Body" means any
     court or any federal, state, municipal, local or other governmental
     department, commission, board, bureau, agency or instrumentality, domestic
     or foreign.

            (L)    LITIGATION.  Except as set forth in Schedule 3.01(L) attached
     hereto:

                          (i)      There are no claims, proceedings or lawsuits
     pending or threatened against the Companies (or either of them); and

                          (ii)     Neither of the Companies has been charged
     with a violation of, or threatened with a charge of a violation of, any
     provision of any law, rule or regulation or any Order.

            (M)    EMPLOYEE BENEFIT MATTERS.  Other than the profit sharing
     agreement provided to the Purchaser and as described on Schedule 3.01(M)
     attached to this Agreement and incorporated herein, neither of the
     Companies is a party to nor is subject to any pension, retirement; or like
     plans, including employee pension benefit plan as defined in Section 3(2)
     of the Employee Retirement Income Security Act of 1974 ("ERISA") or
     employee benefit plan as defined in Section 3(3) of ERISA.  Neither of the
     Companies is nor has been a party or subject to a multi-employer plan as
     defined in Section 3(37) of ERISA.

            (N)    PERMITS.  For the purposes of this Agreement, the term
     "Permits" means all licenses, certificates, approvals, registrations,
     variances, exemptions, rights of way, privileges, immunities, grants,
     permits, franchises, consents, authorizations or other rights of every kind
     and character (a) under any (1) federal, state, local or foreign statute,
     ordinance or regulation, (2) any order, writ, injunction, decree, judgment,
     award or determination ("collectively, an "Order") of any Governmental Body
     or (3) any contract with a Governmental Body or (b) granted by any
     Governmental Body relating to or associated with the business of the
     Companies (or either of them) or otherwise.   Schedule 3.01(N) attached
     hereto includes a true and complete list of all Permits.  The Permits are
     in full force and effect and comprise all the governmental authorizations
     necessary or desirable for the lawful conduct of the business of the
     Companies as it has been and is now conducted.  Except as noted on Schedule
     3.01(N), each of the Permits is freely transferrable to the Purchaser,
     without consent of any Person, and none of the Permits obligate the
     Companies or will obligate the Purchaser upon transfer for the payment of
     any further charges or assessments in order to maintain them in full force
     and effect.

            (O)    PERSONNEL DATA; LABOR RELATIONS.

                          (i)      Schedule 3.01(O) attached hereto is a list of
     all employees of the Companies and/or any independent contractors used by
     the Companies, their current rates of compensation, their length of service
     with the Companies, the jurisdictions in which they are licensed as
     physical, occupational or speech therapists, the licenses held by such
     persons as physical, occupational or speech therapists.  In addition, the
     Companies have provided a correct, complete and accurate description of all
     practices, policies, understandings and agreements with such persons
     relating to its employment and any employee manuals or policy manuals.  All
     contracts and arrangements with employees are in full force and effect, and
     neither the Companies nor any other Person are in default under any of
     them.  The Companies, in the conduct of their respective affairs and
     business, have each complied with all applicable laws and regulations
     relating to the employment of labor including those related to wages,
     hours, discrimination, employee pension and welfare benefit plans,
     collective bargaining, and the payment of Social Security or similar taxes,
     and the Companies have each withheld and paid to the appropriate
     governmental authority, all amounts required by law or agreement to be
     withheld from wages or salaries of such employees.

                          (ii)     There is not pending, nor, to Companies' or
     the Seller's knowledge, any threatened labor dispute, strike or lockout,
     slow-down, stoppage, unfair labor practice complaint, grievance procedure
     or arbitration proceeding relating to or affecting the Companies (or either
     of them).  No representation question now exists respecting the Companies
     (or either of them) and no collective bargaining agreement is currently
     being negotiated.  Neither the Companies nor the Seller have received

<PAGE>

     any notification of any unfair labor practices charges or complaints
     pending before any Governmental Body having jurisdiction over the Companies
     (or either of them).  Neither the Companies nor the Seller are aware of any
     union organizing activities or proceedings involving, or act pending
     petition for the recognition of, a labor union or association as the
     exclusive bargaining agent for any group or groups of employees of the
     Companies (or either of them).

                          (iii)    Attached hereto as Schedule 3.01(O)(i) are
     copies of all Occupational Safety and Health Administration ("OSHA")
     reports having to do with the Companies, their operations or the business
     of the Companies and received by the Companies during the last twelve
     months.  No other oral or written complaints or notices have been received
     from OSHA, and no other complaints, or notices have been received from
     other regulatory agencies or offices having jurisdiction over the Companies
     or their assets or properties.

            (P)    COMPLIANCE WITH LAWS.  Neither of the Companies is in
     violation of any laws, regulations or governmental orders in a manner which
     could have a material adverse effect (financial or otherwise) on the
     Companies (or either of them) or their properties or assets, or the
     prospects and has not been charged with any such violation.  There are no
     Orders, judgments, orders, injunctions or decrees of any court or
     governmental instrumentality affecting the Companies (or either of them) or
     their properties, assets, condition (financial or otherwise) or prospects.

            (Q)    CUSTOMERS AND SUPPLIERS.  Schedule 3.01(Q) attached hereto
     and made a part hereof is a complete and correct list of the names and
     addresses of the twenty (20) largest customers of the Companies during year
     ended December 31, 1995, and the total receipts from such customers during
     the last fiscal year.  No  customers of the Companies have advised the
     Companies nor do the Companies have any reason to expect that any of its
     customers intend to terminate, discontinue or reduce their business with
     the Companies and the occurrence of the Closing is not expected to
     adversely affect the continued business relationship with such customers.

            (R)    NO BROKER.  All negotiations on behalf of the Seller relating
     to this Agreement and the transactions contemplated by this Agreement have
     been carried on by the Seller and her agents directly with Purchaser
     without the intervention of any other Person in such manner as to give rise
     to any claim against the Purchaser or its affiliates, the Companies, the
     Seller or their affiliates for a brokerage commission, finder's fee or
     other like payment in connection with the consummation of the transactions
     contemplated hereby.  The Purchaser has a broker on retainer and Purchaser
     shall have the sole obligation to such broker.

            (S)    ACCOUNTS RECEIVABLE.  Each account receivable reflected in
     the Financial Statements or shown on the financial statement for the year
     ended December 31, 1995 constitutes a bona fide receivable resulting from a
     bona fide sale to a customer in the ordinary course of business, the amount
     of which was actually due on the date thereof and, except as reserved for
     in the 1995 Financial Statements, has been or will be collected in the
     ordinary course of business.  The books and records of the Companies state
     correctly the facts with respect to each account receivable of the
     Companies and the balance due thereon.  Each payment reflected on such
     books or records as having been made each such account receivable was made
     by the respective account debtor and not directly or indirectly by any
     director, officer, employee or agent of the Companies unless such Person is
     shown on said books and records as such account debtor.  Each document and
     instrument evidencing, securing or relating to each account receivable,
     including, without limitation, each insurance policy, certificate, bill and
     statement, is correct and complete in all respects, is genuine and valid
     and, except as reserved for in the 1995 Financial Statements, is
     enforceable in accordance with its terms, and is not subject to any
     defense, claim of disability, counterclaim or offset and there is no
     threatened, intended or proposed defense, claim of disability, counterclaim
     or offset with respect thereof.  Each account receivable and each document
     and instrument and each transaction underlying or relating to it conforms
     in all material respects, including, without limitation, in respect of
     interest rates charged, notices given and disclosures made, to the
     requirements and provisions of each applicable law, rule, regulation or
     order relating to credit, consumer credit, credit practices, credit
     advertising, credit reporting, retail installment sales, credit cards,
     collections, usury, interest rates and truth-in-lending, including, without
     limitation, the Federal Truth in Lending Act, as amended and Regulation Z
     issued by the Board of Governors of the Federal Reserve System thereunder.

            (T)    IMPROPER PAYMENTS.  Neither the Companies, nor any officer,
     agent or employee of the Companies, nor any distributor or licensee of any
     of the foregoing, nor any other Person (including, without

<PAGE>

     limitation, the Companies or any affiliate of the Companies) acting on
     behalf of the Companies (or either of them), in any case for which such
     action may be attributable to the Companies (or either of them), has
     directly or indirectly, on behalf of or with respect to the Companies (or
     either of them), (1) made any political contributions, (2) made any payment
     which was not legal to make or which the Companies should have known was
     not legal for the payee to receive, (3) received any payment which was not
     legal to receive or which the Companies should have known was not legal for
     the payor to make, (4) had any material transaction or payment which is not
     properly booked, or (5) had any off-book bank or cash accounts or "slush
     funds" of which the Seller or Companies (or any of them) was the beneficial
     owner.

            (U)    INSURANCE.  Schedule 3.01(U) attached hereto sets forth a
     list of all insurance policies of the Companies by which the Companies or
     any of their respective assets or properties have been covered for the last
     three (3) years and those policies which are now in full force and effect.
     Sellers agree to cause the Companies to maintain the existing policies
     (which are presently in force) or comparable coverage in full force and
     effect at all times from the date of this Agreement until the Closing Date.

            (V)    TRANSACTION WITH SUN HEALTHCARE GROUP.  The Seller
     acknowledges that she has been advised that the Purchaser is a party to an
     Agreement and Plan of Merger dated March 29, 1995 as amended (the "Merger
     Agreement") by and among the Purchaser, Sun and Sun Acquisition
     Corporation, under which Purchaser has become a wholly owned subsidiary of
     Sun.

            (W)    COMPLETENESS OF SCHEDULES AND EXHIBITS; FULL DISCLOSURE.  The
     schedules and exhibits attached hereto, where provided by or on behalf of
     the Seller completely and correctly present in all material respects the
     information required by this Agreement to be set forth therein.  No
     representation or warranty by the Seller herein and no information
     disclosed in the schedules and exhibits hereto supplied by the Seller
     contains any untrue statement of a material fact or omits to state a
     material fact necessary to make the statements contained herein or therein
     in the light of the circumstances in which such statements were made, not
     misleading.

     3.02   REPRESENTATIONS AND WARRANTIES BY THE PURCHASER.   The Purchaser
hereby represents and warrants to the Seller that:

            (A)    ORGANIZATION AND EXISTENCE.  The Purchaser is a corporation
     validly existing and in good standing under the laws of the State of
     Delaware.

            (B)    AUTHORITY AND APPROVAL.  Subject to the approval of the Board
     of Directors of the Purchaser and Sun, the Purchaser has all requisite
     corporate power and authority to execute and deliver this Agreement, to
     consummate the transactions contemplated hereby and to perform all the
     terms and conditions hereof to be performed by it.  Subject to the approval
     of the Board of Directors of the Purchaser and Sun, the execution and
     delivery of this Agreement by Purchaser, the performance of it of all the
     terms and conditions hereof to be performed by it and the consummation of
     the transactions contemplated hereby have been duly authorized and approved
     by all requisite corporate action on the part of the Purchaser.  Subject to
     the approval of the Board of Directors of the Purchaser and Sun, this
     Agreement constitutes the valid and binding obligation of Purchaser
     enforceable against Purchaser in accordance with its terms except as such
     enforceability may be limited by bankruptcy, insolvency, moratorium,
     reorganization or similar laws affecting the rights of creditors generally
     and by general equitable principles (whether or not such enforceability is
     considered in a proceeding at law or in equity).

            (C)    BROKERS.  All negotiations on behalf of the Purchaser
     relating to this Agreement and the transactions contemplated by this
     Agreement have been carried on by the Purchaser, the Seller and their
     agents directly with the Seller and the Purchaser without the intervention
     of any other person in such manner as to give rise to any claim against the
     Seller or the Purchaser or their affiliates for a broker's commission,
     finder's fee or like payment in connection with the consummation of the
     transactions contemplated herein.  The Purchaser has a broker on retainer
     and any payment due such broker will be the sole obligation of the
     Purchaser.

                                   ARTICLE IV

                       ADDITIONAL AGREEMENTS AND COVENANTS

     4.01   COVENANTS OF THE SELLER.  The Seller covenants and agrees with the
Purchaser as follows:

<PAGE>

            (A)    CERTAIN CHANGES.  Except as expressly may be permitted
     hereunder, or set forth in the schedules attached hereto, the Seller
     covenants that, from the date hereof until the Closing Date, without first
     obtaining the written consent of the Purchaser, the Seller shall not and
     the Seller shall not permit the Companies (or either of them) to:

                   (i)      make any material change in the conduct of its or
     their business or operations;

                   (ii)     engage in any activity or transaction outside the
     ordinary course of business;

                   (iii)    terminate, amend, modify or change any Scheduled
     Contract, or agreement required to be disclosed pursuant to Section
     3.01(H);

                   (iv)     declare, set aside or pay any dividends, or make any
     distributions, in respect to its equity securities, or repurchase, redeem
     or otherwise acquire any such securities;

                   (v)      merge into or with or consolidate with any other
     person or acquire all or substantially all of the business or assets of any
     other Person;

                   (vi)     make any change in its articles of incorporation or
     bylaws or equivalent governing instruments;

                   (vii)    purchase any securities of any Person;

                   (viii)   increase or decrease the indebtedness of the
     Companies (or either of them) or their affiliates except for indebtedness
     incurred in the ordinary course of business consistent with prior
     practices;

                   (ix)     other than pursuant to existing contracts or
     commitments, sell, lease or otherwise dispose of any of the assets of the
     Companies, other than in the ordinary and usual course of business;

                   (x)      except as provided or contemplated in Schedule
     3.01(I) hereto, grant any increase in compensation or pay or agree to pay
     or accrue any bonus or like benefit to or for the benefit of any director,
     officer, employee or other Person;

                   (xi)     enter into an agreement to sell goods or provide
     services (or submit a proposal for the same) at a price or rate which would
     not result in at least the same historical net income margins as set forth
     in the Interim Financial Statements;

                   (xii)    terminate or modify any insurance coverage or adopt
     any new benefit plans or terminate, amend, modify or change any existing
     benefit plans;

                   (xiii)   fail to comply with all applicable laws or
     requirements or fail to timely file any required filings including any
     required tax or other returns;

                   (xiv)    enter into any single agreement or agreements of
     similar nature with the same party or its affiliates which involves $25,000
     or more; or

                   (xv)     commit itself to do any of the foregoing.

            (B)    OPERATION OF THE COMPANIES' BUSINESSES.  The Seller covenants
     and agrees with the Purchaser that from the date hereof until the Closing
     Date, except as permitted hereunder or contemplated hereunder or as
     consented to in writing by Purchaser, the Seller shall cause the Companies
     to carry on their business in the usual and ordinary course and shall use
     her best efforts to cause the Companies to preserve and maintain their
     respective business organizations, employees and advantageous business
     relationships.

            (C)    ACCESS.  The Seller will cause the Companies to afford to the
     Purchaser and its authorized representatives access from the date hereof
     until the Closing Date, during normal business

<PAGE>

     hours, to the Companies' personnel, agents and representatives, property,
     books and records and will cause the Companies to furnish to the Purchaser
     any and all information as it may request.  The Companies will cooperate
     with the Accountants who will be auditing the historical financial
     information of the Companies and preparing the Accountant's Report.
     Notwithstanding any provision of this Section 4.01(C) to the contrary, the
     Seller need not identify the therapists of the Companies, or the customers
     of the Companies until after the Effective Date (as defined in Section 1.05
     hereof) and the Due Diligence Expiration Date.

            (D)    BEST EFFORTS.  The Seller will use her best efforts to obtain
     the satisfaction of the conditions to the Closing set forth in Section 5.01
     hereof.

            (E)    CONFIDENTIALITY.  The Seller recognizes and acknowledges that
     the Companies and their affiliates' trade secrets and proprietary
     information and processes, as they may exist from time to time, are
     confidential information and are valuable, special and unique assets of the
     Companies and their prospective businesses.  After the Closing, the Seller
     shall not, directly or indirectly, disclose or provide to any other Person
     any non-public information of a confidential nature concerning the business
     or operations of the Companies (including any information with respect to
     the business of the Purchaser), except as is required in governmental
     filings or judicial, administrative or arbitration proceedings, but if the
     Seller proposes to make any disclosure in reliance on the foregoing
     exception, the Seller shall, at least five (5) business days prior to such
     disclosure, provide to the Purchaser the information proposed to be
     disclosed, as well as the facts and circumstances involved and the reason
     the Seller or the Purchaser are required to make such disclosure.  The
     Seller agrees that such confidential information shall include (but not be
     limited to) all information contained in any memoranda, books, papers,
     client lists, files, letters, formulas and other printed or written
     material, and all copies thereof and therefrom, in any way relating to the
     Companies and their businesses and affairs (including any information with
     respect to the business of the Purchaser), whether made by the Seller or
     otherwise coming into Seller's possession, and the Seller agrees that, upon
     demand of the Purchaser, at any time, she shall immediately deliver all
     such printed or written material and copies thereof to the Purchaser.

            (F)    PUBLIC ANNOUNCEMENTS.  Subject to applicable securities law
     or stock exchange requirements, at all times until the Closing Date, the
     Seller shall promptly advise, and obtain the approval of the Purchaser
     before issuing or permitting the Seller or any of Companies' directors,
     officers, employees or agents, to issue any press release with respect to
     this Agreement or the transactions contemplated hereby.

            (G)    NOTICE.  The Seller shall give written notice to Purchaser
     promptly after Seller obtains knowledge of the occurrence, or promptly
     after receipt by Seller or the Companies or any of their affiliates of any
     notice claiming or alleging the occurrence of any event or omission which
     would result in (i) any of Seller's representations or warranties being or
     becoming inaccurate or misleading or (ii) any breach by Seller of this
     Agreement.

            (H)    NON-COMPETITION.  During the period (the "Non-Competition
     Period") commencing on the Closing Date and ending on the later of the
     seventh anniversary of the Closing Date or twenty-four months following the
     termination of the Employment Agreement (as hereinafter defined), the
     Seller shall not, directly or indirectly, either as an employee, employer,
     consultant, agent, lender, principal, partner, stockholder, corporate
     officer, director or in any other individual or representative capacity,
     engage or participate (whether directly or indirectly) in any business that
     is in competition in any manner whatsoever with the business of the
     Companies as the same is conducted on the date hereof), the Purchaser or
     any of its affiliates within the Combined Metropolitan Statistical Area of
     New York City, New York or the states of New York, New Jersey or
     Connecticut, except as approved in writing by the Purchaser.
     Notwithstanding any provision of this Section 4.01(H) to the contrary, the
     Seller may act as and be employed as a physical and/or occupational
     therapist during the Non-Competition Period.

            (I)    NON-SOLICITATION AND NON-HIRING.  During the Non-Competition
     Period, the Seller agrees (i) not to, directly or indirectly, call on or
     solicit, any Person, firm, corporation or other entity who or which during
     the last [2] years prior to the action by the Seller which is in violation
     of this Section 4.01(I) was or had been a customer, referral source,
     supplier, distributor, of the Companies or any of their affiliates,
     including, without limitation, any of the Customers listed on Schedule
     1.01(C), and (ii) not to hire or offer to hire any Listed Therapist or any
     therapist later hired by the Purchaser or its affiliates.  Notwithstanding
     any provision of this Section 4.01(I) to the contrary, the Seller may act
     as and be employed as a physical and/or occupational therapist during the
     Non-Competition Period.

<PAGE>

            (J)    REASONABLENESS OF RESTRICTIONS.  The Seller agrees that (1)
     the covenants contained in Sections 4.01(E), (H) and (I) hereof are
     necessary (a) for the protection of the Purchaser's and its affiliates'
     business goodwill and trade secrets, and (b) for the Purchaser to realize
     the benefits of this Agreement including the acquisition of all of the
     goodwill of the Companies, (2) a portion of the compensation paid to the
     Seller under this Agreement is paid in consideration of the covenants
     herein contained, the sufficiency of which consideration is hereby
     acknowledged, and (3) if the scope of any restriction contained in Sections
     4.01(E), (H) and (I) hereof is too broad to permit enforcement of such
     restriction to its full extent, then such restriction shall be enforced to
     the maximum extent permitted by law, and the Parties hereto hereby consent
     that such scope may be judicially modified accordingly in any proceeding
     brought to enforce such restriction.  The existence of any claim or cause
     of action of the Seller against the Purchaser, whether predicated on this
     Agreement or otherwise, shall not constitute a defense to the enforcement
     by the Purchaser of these covenants.

            (K)    ENFORCEMENT.  The Seller acknowledges and agrees that the
     restrictions contained in Sections 4.01(E), (H) and (I) hereof are (1)
     reasonable and necessary to protect the legitimate interests of the
     Purchaser and its affiliates, (2) that the Purchaser would not have entered
     into this Agreement in the absence of such restrictions, (3) that such
     restrictions are necessary for the Purchaser to realize the benefits
     contemplated by the Purchaser of the business, including the acquisition of
     the goodwill of the business, (4) that the Purchaser would not consummate
     the purchase of the Shares but for such restrictions, and (5) that any
     violation of any provision of those Sections will result in irreparable
     injury to the Purchaser.  The Seller acknowledges and agrees that the
     Purchaser shall be entitled to preliminary and permanent injunctive relief,
     without the necessity of proving actual damages as well as an equitable
     accounting of all earnings, profits and other benefits arising from any
     such violation, which rights shall be cumulative and in addition to any
     other rights or remedies to which the Purchaser may be entitled.  The
     Parties acknowledge and agree that the Seller will be subject additional
     restrictive covenants pursuant to the Employment Agreement (as hereinafter
     defined).

     4.02   COVENANTS OF THE PURCHASER.  The Purchaser covenants and agrees with
the Seller as follows:

            (A)    BEST EFFORTS.  The Purchaser will use its best efforts to
     obtain the satisfaction of the conditions to the Closing set forth in
     Section 5.02.

            (B)    PRESERVATION OF BOOKS AND RECORDS.  For a period of five (5)
     years after the Closing Date, the Purchaser shall (1) preserve and retain
     the corporate, accounting, legal, auditing and other books and records of
     the Companies relating to the conduct of the business prior to the Closing
     Date, and (2) make such books and records available at the then current
     administrative headquarters of the Purchaser to the Seller and her agents,
     upon reasonable notice and at reasonable times, at such parties sole risk
     and cost.  The Seller shall be entitled to make copies of any such books
     and records as they shall deem reasonably necessary at their sole cost and
     expense.  The Purchaser agrees to permit representatives of the Seller to
     meet with employees of the Purchaser on a mutually convenient basis in
     order to enable the Seller to obtain additional information and
     explanations of any materials provided pursuant to this Section 4.02(B).

            (C)    PUBLIC ANNOUNCEMENTS.  Subject to applicable securities law
     or stock exchange requirements, at all times until the Closing Date, the
     Purchaser shall promptly advise, and obtain the approval of the Seller
     before issuing, or permitting any of the Purchaser's directors, officers,
     employees or agents, or any of Purchaser's subsidiaries, to issue any press
     release with respect to this Agreement or the transactions contemplated
     hereby.

            (D)    CONFIDENTIAL INFORMATION.  In the event that the Agreement is
     terminated or, if not terminated, until the Closing Date, the
     confidentiality of any data or information received by Purchaser regarding
     the business and assets of the Companies shall be maintained by Purchaser
     and their representatives, provided, however, that nothing in this Section
     5.02(D) shall prohibit the Purchaser from making any press release or
     filings required, in the opinion of the Purchaser, under the securities
     laws with respect to the transactions contemplated in the Agreement.
     Purchaser agrees not to use any such confidential information for any
     purpose other than its evaluation of the Companies in connection with the
     transactions contemplated herein.

            (E)    GUARANTEE OF EMPLOYMENT AGREEMENT AND INDEMNIFI- CATION
     OBLIGATIONS.  Subject to the occurrence of the Closing, CareerStaff agrees
     to guarantee, on a direct and primary basis, the obligations

<PAGE>

     of HTA-New York under (i) the Seller Employment Agreement (as hereinafter
     defined).

            (F)    NOTICE.  The Purchaser shall give written notice to the
     Seller promptly after the Purchaser obtains knowledge of the occurrence, or
     promptly after receipt by Purchaser of any notice claiming or alleging the
     occurrence of any event or omission which would result in (i) any of
     Seller's representations or warranties being or becoming inaccurate or
     misleading or (ii) any breach by Seller of this Agreement.

            (G)    338H(10) ELECTION.  The Purchaser agrees that it will not
     make an election under the Code Section 338(h)(10) with respect to the
     transaction contemplated by this Agreement.

            (H)    VESTING.  The Purchaser shall cause each of the Companies'
     employees to be (1) enrolled in the Purchaser's health insurance plans, and
     (2) granted credit for service with the Companies for vesting purposes with
     respect to Sun's employee benefit plans.

                                    ARTICLE V

                              CONDITIONS TO CLOSING

     5.01   CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER.  The obligations of
the Purchaser to proceed with the Closing are subject to the satisfaction on or
prior to the Closing Date of all of the following conditions, any one or more of
which may be waived in writing, in whole or in part, by the Purchaser; provided,
however, that no such waiver of a condition shall constitute a waiver by the
Purchaser of any of its other rights or remedies, at law or in equity, if Seller
shall be in breach or default of any of its representations, warranties or
covenants under or contained in this Agreement:

            (A)    COMPLIANCE.  The Seller shall have performed, satisfied and
     complied in all material respects with its covenants and agreements
     contained herein, each of her representations and warranties contained in
     Section 3.01 hereof shall be true in all material respects on and as though
     made on and as of the Closing Date, and each of the conditions specified in
     this Agreement has been satisfied on or before the Closing Date.

            (B)    OFFICERS' CERTIFICATE.  The Purchaser shall have received a
     certificate, dated the Closing Date from the Seller certifying that the
     matters specified in Section 5.01(A) are true and correct.

            (C)    LEGAL OPINION.  The Purchaser shall have received from
     Seller's counsel, Dornbusch, Mensch, Mandlestam & Schaeffer, LLP., an
     opinion dated the Closing Date in form and substance satisfactory to
     Purchaser as to the matters set forth in Exhibit "B".

            (D)    NO ORDERS.  The Closing shall not violate any order or decree
     of any court or governmental body having competent jurisdiction over the
     transactions contemplated by this Agreement.

            (E)    SECRETARY'S CLOSING CERTIFICATE.  The Purchaser shall have
     received a certificate dated the Closing Date in form and substance
     reasonably satisfactory to the Purchaser from the Secretary or Assistant
     Secretary of each of the Companies certifying that (i) attached to such
     certificate are true, correct and complete copies of the certificates or
     articles of incorporation and bylaws, or equivalent governing instrument,
     each as amended to the Closing Date, of the Companies, and (ii) the
     incumbency of each officer executing this Agreement and all documents and
     instruments executed in connection thereof.

            (F)    REVIEW; ACCOUNTANTS' REPORT.   The Accountants shall have
     delivered the Accountants' Report.

            (G)    SHARES.  The Seller shall have delivered to the Purchaser the
     certificates representing the Shares registered in the name of the Seller,
     duly endorsed by the Seller for transfer or accompanied by an assignment of
     the Shares duly executed by the Seller with all required documentary stock
     transfer stamps affixed or accompanied by the Seller's check for the amount
     of such stamps.  On submission of the certificates to the Companies for
     transfer, each of the Companies shall issue to the Purchaser certificates
     representing the Shares, registered in the name of the Purchaser.

            (H)    CORPORATE BOOKS AND RECORDS.  The Seller shall have delivered
     to the Purchaser all corporate minute books and stock transfer records of
     the Companies to the extent not then in the

<PAGE>

     possession of the Companies.

            (I)    BANK ACCOUNTS.  Control over bank accounts, cash management
     accounts, savings accounts or similar funds of the Companies shall have
     been transferred to persons designated by the Purchaser in a manner
     satisfactory to the Purchaser.

            (J)    OFFICERS AND DIRECTORS.  Each director and officer of the
     Companies shall have validly tendered his or her resignation to the
     Purchaser in form and substance satisfactory to the Purchaser.

            (K)    RELEASES.  Each director, officer, manager and other employee
     of the Companies listed in Schedule 5.01(K) attached hereto shall have
     executed and delivered to the Companies a release in a form satisfactory to
     Purchaser releasing the Companies and the Purchaser from any and all claims
     which such director, officer, manager or employee has or shall have against
     the Companies or the Purchaser accruing at or prior to the Closing,
     excluding any and all claims arising from or associated with this
     Agreement.

            (L)    ABSENCE OF LITIGATION.  No material proceeding pertaining to
     the transactions contemplated by this Agreement or to their consummation,
     shall have been instituted or threatened on or before the Closing Date.

            (M)    THIRD PARTY CONSENTS.  All necessary agreements, consents and
     approvals of any persons or entities to the consummation by the Seller of
     the transactions contemplated by this Agreement, or otherwise pertaining to
     the matters covered by this Agreement shall have been received by the
     Purchaser and shall be in a form and substance reasonably satisfactory to
     the Purchaser.

            (N)    LEGISLATION.  No statute, rule, regulation or order shall
     have been enacted, entered or deemed applicable by any domestic or foreign
     government or governmental or administrative agency or court which would
     make the transactions contemplated by this Agreement illegal or otherwise
     prevent the consummation thereof.

            (O)    MATERIAL ADVERSE CHANGE.  There shall have been no material
     adverse change in the property, plant, condition (financial or otherwise),
     assets or prospects of the Companies.

            (P)    SELLER EMPLOYMENT AGREEMENT.  The Seller shall have executed
     and delivered to the Purchaser the Employment Agreement in the form of
     Exhibit "C" attached hereto (the "Seller Employment Agreement").

            (Q)    OTHER EMPLOYMENT AGREEMENTS AGREEMENT.  The following
     employees of the Companies shall have executed and delivered employment
     agreements on terms and conditions satisfactory to the Purchaser:  Gildren
     Baerga, Judith Wolff, and Kathy Mulder.

            (R)    BOARD APPROVAL.  The Board of Directors of the Purchaser and
     Sun shall approved and consented to the transactions contemplated by this
     Agreement.

            (S)    ESCROW AGREEMENT.  The Seller, the Purchaser and the Escrow
     Agent shall have executed the Escrow Agreement.

     5.02  CONDITIONS TO THE OBLIGATIONS OF THE SELLER.  The obligations of the
Seller to proceed with the Closing are subject to the satisfaction on or prior
to the Closing Date of all of the following conditions, any one or more of which
may be waived in writing, in whole or in part, by Seller; provided, however,
that no such waiver of a condition shall constitute a waiver by Seller of any of
her other rights or remedies, at law or in equity, if the Purchaser shall be in
breach or default of any of its representations, warranties or covenants under
or contained in this Agreement:

            (A)    COMPLIANCE.  The Purchaser shall have performed, satisfied
     and complied in all material respects its covenants and agreements
     contained herein, including its obligations under Section 2.02 above, its
     representations and warranties contained in Section 3.02 hereof shall be
     true in all material respects on and as though made on and as of the
     Closing Date, and each of the conditions specified in this Agreement has
     been satisfied on or before the Closing Date.

            (B)    OFFICER'S CERTIFICATE.  The Seller shall have received a
     certificate, dated the Closing Date, executed by an officer of the
     Purchaser certifying as to the matters specified in Section 5.02(A) hereof.

<PAGE>

            (C)    LEGAL OPINION.  The Seller shall have received from
     Purchaser's counsel, Schlanger, Mills, Mayer & Grossberg, L.L.P. an opinion
     dated the Closing Date in form and substance satisfactory to the Seller,
     opining as to the matters set forth in Sections 3.02(A) and (B) of this
     Agreement.

            (D)    NO ORDERS.  The Closing shall not violate any order or decree
     of any court or governmental body having competent jurisdiction over the
     transactions contemplated by this Agreement.

            (E)    ACTIONS AND PROCEDURES.  No meritorious actions, suit,
     proceeding or investigation by or before any court, administrative agency
     or other governmental authority shall have been initiated or threatened to
     restrain, prohibit or invalidate any of the transactions contemplated by
     this Agreement.

            (F)  EMPLOYMENT AGREEMENT.  The Purchaser shall have executed and
     delivered the Employment Agreement.

            (G)    ESCROW AGREEMENT.  The Seller, the Purchaser and the Escrow
     Agent shall have executed the Escrow Agreement.

            (H)    RELEASES.  The Company shall release each of the persons
     listed on Schedule 5.01(K) from any claims that the Company may have
     against such individuals, provided, however, such release will not apply to
     any claims or obligations arising from or associated with this Agreement.

                                   ARTICLE VI

                                   TERMINATION

     6.01   GROUNDS FOR TERMINATION.  This Agreement may be terminated at any
time prior to the Closing Date:

            (A)    By the mutual written agreement of the Seller and the
     Purchaser;

            (B)    If this Agreement has not been approved by Board of Directors
     of Sun prior to May 22, 1996;

            (C)    If the Closing has not occurred prior to June 14, 1996 (the
     "Outside Date");

            (D)    If the occurrence of the closing transactions would violate
     any order, decree or judgment prohibiting the consummation of this
     Agreement.

     6.02   EFFECT OF TERMINATION.  The following provisions shall apply in the
event of a termination of this Agreement:

            (A)    If this Agreement is terminated by the Seller or by the
     Purchaser as permitted under Section 6.01 hereof and not as the result of
     the failure of any Party to perform its obligations hereunder, without
     lawful justification, such termination shall be without liability to any
     Party to this Agreement or any stockholder, director, officer, employee,
     agent or representative of such Party.

            (B)    If this Agreement is terminated as a result of the failure of
     the Purchaser to perform its obligations hereunder, without lawful
     justification, the Purchaser shall be fully liable for any and all damages
     sustained or incurred by the Seller.

            (C)    If this Agreement is terminated as a result of the failure of
     the Seller to perform any of her obligations hereunder, without lawful
     justification, the Seller shall be fully liable for any and all damages
     sustained or incurred by the Purchaser.

                                   ARTICLE VII

                          SURVIVAL OF REPRESENTATIONS,

              WARRANTIES, COVENANTS AND AGREEMENTS; INDEMNIFICATION

<PAGE>

     7.01   INDEMNIFICATION OF THE PURCHASER.  The Seller agrees to indemnify
the Purchaser against, and hold the Purchaser harmless from, any loss, damage or
expense (including attorneys' fees) sustained by the Purchaser, the Companies or
their successors or assigns arising out of or resulting from any inaccuracy or
breach of any of the representations, warranties or covenants made by the Seller
herein (a "Seller Indemnified Loss").  Notwithstanding any provision of this
Agreement to the contrary, the Purchaser shall not be entitled to
indemnification under this Section 7.01 unless and until the total amount of the
Seller Indemnified Losses shall exceed $50,000 at which time the Purchaser, the
Companies and/or their successors and assigns, will be entitled to
indemnification for the full amount of the Seller Indemnified Loss(es) incurred.
Notwithstanding any provision of this Agreement to the contrary, the maximum
amount that the Purchaser, the Companies and/or their successors or assigns are
entitled to recover as Seller Indemnified Losses shall not exceed an amount
equal to the sum of the Purchase Price (including any additional Purchase Price
paid pursuant to Section 1.02(E) hereof) plus the Non-Competition Payment.

     7.02   INDEMNIFICATION OF SELLER.  The Purchaser agrees to indemnify the
Seller and the Companies against, and hold the Seller and the Companies harmless
from, any loss, damage or expense (including reasonable attorneys' fees)
sustained by any of them  arising out of or resulting from any inaccuracy or
breach of any of the representations, warranties or covenants made by the
Purchaser herein.

     7.03   SURVIVAL.  The representations, warranties, covenants and agreements
set forth in this Agreement and in any certificate or instrument delivered in
connection herewith shall survive the Closing.

     7.04   INDEMNIFICATION PROCEDURES.  All claims for indemnification under
this Agreement against losses based on claims asserted by third parties shall be
asserted and resolved as follows:

            (A)    A Party claiming indemnification under this Agreement (an
     "Indemnified Party") shall promptly (i) notify in writing the other Party
     (the "Indemnifying Party") of any third party claim which may give rise to
     a right of indemnification under this Agreement, (the "Third Party Claim")
     describing in detail the nature of the claim (the "Claim Notice").  The
     Indemnifying Party shall promptly after receipt of the Claim Notice, at the
     sole cost and expense of the Indemnifying Party, defend the Indemnified
     Party against such Third Party Claim or if the Indemnifying Party denies
     responsibility it shall promptly so notify the party claiming
     indemnification.

            (B)    The Indemnifying Party shall have the right and obligation to
     diligently defend, at its sole cost and expense, the  Third Party Claim.
     The Indemnifying Party shall have full control of such defense and
     proceedings, including any compromise or settlement thereof.  If requested
     by the Indemnifying Party, the Indemnified Party agrees to cooperate in
     contesting any Third Party Claim which the Indemnifying Party elects to
     contest and to provide witness and other support at no costs, other than
     reimbursement for travel and lodging.  The Indemnified Party may
     participate in, but not control, any defense or settlement of any Third
     Party Claim controlled by the Indemnifying Party pursuant to this Section
     7.04(B).

            (C)    If the Indemnifying Party fails to diligently prosecute or
     settle the Third Party Claim, then the Indemnified Party shall have the
     right to assume the defense of such Third Party Claim at the sole cost and
     expense of the Indemnifying Party.

                                   ARTICLE VII

                                  MISCELLANEOUS

     8.01   EXPENSES.  Except as specifically provided herein, all legal and
other costs and expenses in connection with this Agreement and the transactions
contemplated hereby shall be paid by the Seller or Purchaser, as the case may
be, depending upon which Party incurred such costs and expenses.

     8.02 NOTICES.  All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally or when received if
sent by registered or certified mail, return receipt requested, or by reputable
overnight delivery service, to the Parties at the following addresses (or at
such other address as Party may specify by like notice);

            (A)    If to Purchaser:

                   CareerStaff Unlimited, Inc.

<PAGE>

                   3040 Post Oak Blvd., Suite 310
                   Houston, Texas  77056
                   Attention:  Michael Weinholtz

                   With a copies to:

                   Schlanger, Mills, Mayer & Grossberg, L.L.P.
                   5847 San Felipe, Suite 1700
                   Houston, Texas  77056
                   Attention:  Clarence Mayer, P.C.

                   and

                   The Nathanson Group
                   1411 Fourth Avenue, Suite 905
                   Seattle, WA 98101
                   Attn: Randi Nathanson

            (B)    If to Seller to:

                   Iris Kimberg
                   105 Hudson, Apt. 11N
                   New York, NY  10013

                   With a copy to:

                   Landey Strongin
                   Dornbusch, Mensch, Mandlestam & Schaeffer, LLP
                   747 Third Avenue
                   New York, NY  10017

     8.03   EXCLUSIVE AGREEMENT.  This Agreement supersedes all prior agreements
between the Parties (written or oral) and is intended as a complete and
exclusive statement of the terms of the agreement among the Parties.

     8.04   CHOICE OF LAW; AMENDMENTS; HEADINGS.  This Agreement shall be
governed by the internal laws of the State of New York.  This Agreement may not
be amended or modified orally.  The headings and table of contents contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.

     8.05   ASSIGNMENTS AND THIRD PARTIES.  No Party hereby shall assign this
Agreement or any part hereof without the prior written consent of the other
Parties; provided, however, that Purchaser shall be permitted to assign the
rights and benefits of this Agreement.  Except as otherwise provided herein,
this Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and assigns.  No assignment of this
Agreement shall release the assigning party of any of its obligations under the
Agreement.  Nothing in this Agreement shall entitle any person other than the
Seller or the Purchaser, or their respective successors and assigns permitted
hereby, to any claim, cause of action, remedy or right of any kind.

     8.06   SUBSEQUENT FILINGS.  Effective at the Closing Date, the Seller shall
file with all applicable regulatory agencies or authorities any such notices or
certificates as are necessary to reflect the sale to the Purchaser.

     8.07   SEVERABILITY.  If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any adverse manner to
either Party.  Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.

     8.08   COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which

<PAGE>

shall be deemed to be an original, but all of which together shall constitute
one and the same Agreement.

     8.09   FURTHER ASSURANCES.  The Seller and the Purchaser agree to deliver
or cause to be delivered to each other on the Closing Date and at such other
times thereafter as shall be reasonably agreed any such additional instrument as
any of them may reasonably request for the purpose of carrying out transactions
contemplated by this Agreement.  The Seller shall cooperate and use their best
efforts to have the officers, directors and employees of the Companies to
cooperate with the Purchaser (on or after the Closing Date, in furnishing
information, evidence, testimony and other assistance in connection with any
actions, proceedings, arrangements or disputes of any nature with respect to
matters occurring prior to the Closing Date.

     8.10   EXPENSES OF LITIGATION.  If any proceeding is brought by any Party
or its successors or assigns for the enforcement of this Agreement, or as a
result of any alleged dispute, breach, default or misrepresentation by any Party
of any of the provisions of this Agreement, the successful or prevailing Party
shall be entitled to recover its reasonable attorneys' fees and other costs
incurred in pursuing such proceeding, in addition to such other relief to which
it may be entitled, together with interest thereon at a rate of 10% per annum.

     IN AGREEMENT WHEREOF, the undersigned have executed this Agreement as of
the date first written above.

                                           PURCHASER

                                           CAREERSTAFF UNLIMITED, INC.


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                           SELLER

                                           -------------------------------------
                                           IRIS KIMBERG

<PAGE>

              FIRST AMENDMENT TO STOCK PURCHASE AND SALES AGREEMENT

       This FIRST AMENDMENT TO STOCK PURCHASE AND SALES AGREEMENT (this
"Amendment"), dated as of this 12th day of June, 1996, is by and between IRIS
KIMBERG ("Seller") and CAREERSTAFF UNLIMITED, INC., a Delaware corporation (the
"Purchaser").  The Employer and Employee may be referred to herein individually
as a "Party" and collectively as the "Parties."

                              W I T N E S S E T H:

       WHEREAS, the Seller and the Purchaser are parties to that certain Stock
Purchase and Sales Agreement dated as of March 19, 1996 (the "Purchase
Agreement"); and

       WHEREAS, the Purchaser has completed the Review (as defined in the
Purchase Agreement) of 1995 Proforma Pre-Tax Income (as defined in the Purchase
Agreement) of the Companies (as defined in the Purchase Agreement) and desires
to agree as to the Purchase Price (as defined in the Purchase Agreement); and

       WHEREAS, the Parties have also agreed to amount of the Base Net Worth (as
defined in the Purchase Agreement) of the Companies pursuant to the Review and
desire to specify such amount in this Amendment; and

       WHEREAS, the Parties desire to amend the Purchase Agreement as set forth
herein;

       NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, the Parties, intending to be legally bound, hereto agree as follows:

       DEFINED TERMS; CONTROLLING AGREEMENT.

       DEFINED TERMS.  Unless defined herein or unless the context clearly
indicates to the contrary, all defined or capitalized terms contained in the
Purchase Agreement shall have the same meaning in this Amendment as in the
Purchase Agreement.

       CONTROLLING AGREEMENT.  Unless specifically modified or amended herein,
the Purchase Agreement shall remain in full force and effect.  In the event of
any inconsistency between this Amendment and the Purchase Agreement, the terms
of this Amendment shall control.

       MODIFICATIONS TO THE PURCHASE AGREEMENT.

       2.01   PURCHASE PRICE.  The Parties agree and stipulate that the 1995
Proforma Pre-Tax Income is $1,214,203 and that the Purchase Price is $4,307,688.
The Seller waives any right to contest or protest the Accountants' Report as to
the amount of the 1995 Proforma Net Income.

       2.02   BASE NET WORTH.  The Parties acknowledge and agree that the Base
Net Worth is $1,317,587.  The Seller waives any right to contest or protest the
Accountants' Report as to the amount of the Base Net Worth.  The Parties further
agree that the Purchaser shall have ninety days instead of sixty days following
the Closing Date to determine the Closing Net Worth.

       2.03   SPECIAL INDEMNITY.  In addition to the indemnification provisions
otherwise contained in the Purchase Agreement, the Seller agrees to indemnify
and hold the Purchaser and the Companies harmless from any and all taxes,
penalties or interest due to any taxes owed for periods prior to the Closing or
due to the tax returns or elections filed by the Companies or the Seller prior
to the Closing Date.  It is specifically agreed that the indemnification
contained in this Section 2.03 shall not be subject to any of the limitations
contained in Section 7.01 of the Purchase Agreement.

       2.04   ACCOUNTS RECEIVABLE.  The Seller agrees to purchase from the
Companies any of the accounts receivable listed on Exhibit "A" attached to this
Amendment and incorporated herein that are not paid in full on or before
December 31, 1997 for the full unpaid face amount of such accounts receivable.
The Parties acknowledge that Exhibit "A" was prepared based on information
available to the Purchaser as of April 14, 1996, and that since such date, a
portion of such receivables may have been collected by the Companies.  The
Purchaser agrees to use its reasonable efforts to collect such accounts
receivable between the Closing Date and December 31, 1997.  The Parties further
agree that the Seller shall following the Closing become the president of HTA-
New York pursuant to

<PAGE>

the Seller Employment Agreement and that, subject to the terms and conditions of
the Seller Employment Agreement, one of the Seller's duties as president of HTA-
New York will be to supervise the collection of all accounts receivables,
including the accounts receivable listed on Exhibit A.  The Purchaser shall
cause the Companies to give written notice to the Seller of the unpaid amounts
of such accounts receivable on or before February 15, 1998.  The Seller shall
pay to the Purchaser the unpaid balance of such accounts receivable promptly
after such written notice from the Purchaser and the Purchaser shall cause the
Companies to assign to Seller all of the Companies' rights in such accounts
receivable without representations or warranties of any kind and without any
recourse to the Companies or the Purchaser.

       2.05   DATE OF BOARD APPROVAL.  The Parties agree that the Purchaser
shall have until June 14, 1996 to obtain board of director approval of Sun as
set forth in Sections 1.05 and 6.01(B) and that Sections 1.05 and 6.01(B) are
hereby amended to change May 24, 1996 to June 14, 1996.

       2.06   CLOSING DATE.  The Parties agree that the Closing Date shall be
June 20, 1996, and the Outside Date shall be June 21, 1996.

       2.07   PRE-CLOSING ELECTION.  In addition to the conditions to the
Purchaser's obligation to close listed in Section 5.01 of the Purchase
Agreement, it is also a condition that the Seller shall have duly executed and
filed an election for the Companies to be taxed on the accrual basis of
accounting and not the cash basis for tax purposes.   Prior to the Closing the
Seller shall provide satisfactory evidence to the Purchaser that such election
has been duly made and filed with the Internal Revenue Service.

3.     MISCELLANEOUS.

       3.01   EXCLUSIVE AGREEMENT.  The Purchase Agreement, as amended by this
Amendment, supersedes all prior agreements among the Parties (written or oral)
and is intended as a complete and exclusive statement of the terms of the
agreements among the Parties.

       3.02   CHOICE OF LAW; HEADING.  This Amendment shall be governed by the
internal laws of the State of New York.  The captions or headings contained in
this Amendment are for reference purposes only and shall not affect in any way
the meaning and interpretation of this Amendment.

       3.03   COUNTERPARTS.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.

       IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.

                                           PURCHASER

                                           CAREERSTAFF UNLIMITED, INC.


                                           By:
                                              -----------------------------
                                           Title: President

                                           SELLER



                                           --------------------------------
                                           IRIS KIMBERG

<PAGE>

                       MADE as of the 30th day of June, 1996



AMONG:



                                   ROBERT Y. WEISZ

                                       - and -

                             YORKVIEW PHYSIOTHERAPY CENTRE

                                        - and -

                         COLUMBIA CENTRE FOR REHABILITATION INC.



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

                               SHARE PURCHASE AGREEMENT

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


                                   Fraser & Beatty
                               Barristers and Solicitors
                                    P.O. Box 100
                                1 First Canadian Place
                                   Toronto, Ontario
                                       M5X 1B2


<PAGE>


          THIS SHARE PURCHASE AGREEMENT made as of the 30th day of June, 1996,

A M O N G:
                         ROBERT Y. WEISZ, an individual resident in the Town of
                         Richmond Hill, in the Province of Ontario
                         (hereinafter called "Weisz")
                         - and -
                         YORKVIEW PHYSIOTHERAPY CENTRE (formerly called Keelson
                         Physiotherapy Clinic), a general partnership formed
                         under the laws of the Province of Ontario
                         (hereinafter called the "Yorkview")
                                                              OF THE FIRST PART
                         - and -
                         COLUMBIA CENTRE FOR REHABILITATION INC., a corporation
                         amalgamated under the laws of the Province of Ontario
                         (hereinafter called the "Purchaser")
                                                             OF THE SECOND PART

          WHEREAS Weisz and Yorkview (collectively, the "Vendors") are the
registered and beneficial owners of all of the issued and outstanding common
shares in the capital of 3270262 Canada Inc., a corporation incorporated under
the laws of Canada (hereinafter called the "Corporation");

          AND WHEREAS the Purchaser desires to purchase and the Vendors desire
to sell all of the issued and outstanding common shares in the capital of the
Corporation for the purchase price and upon the terms and conditions hereinafter
set forth;

          NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises, the mutual covenants, agreements, warranties and payments hereinafter
set forth, the parties hereto agree as follows:


<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                          PAGE 2


                                   ARTICLE 1

                                 INTERPRETATION

1.1       DEFINITIONS

          Whenever used in this Agreement, unless there is something in the
subject matter or context inconsistent therewith, the following words and
phrases shall have the respective meanings ascribed to them as follows:

1.1.1     "AGREEMENT" means this share purchase agreement and any instrument
amending this Agreement as referred to in Section 11.9; "hereof", "hereto",
"hereunder" and similar expressions mean and refer to this Agreement and not to
a particular article or section;  and the expression "Article" or "Section"
followed by a number means and refers to the specified article or section of
this Agreement.

1.1.2     "BUSINESS" means the businesses currently carried on by the
Corporation and heretofore carried on by (a) Weisz at and from the Clinics; and
(b) Yorkview at and from 3695 Keele Street, Suites 203 and 205, Downsview,
Ontario, M3J 1N2, consisting of the operation of clinics providing physiotherapy
and rehabilitation services.

1.1.3     "BUSINESS DAY" means a day other than a Saturday, Sunday or any other
day on which the principal chartered banks located in the City of Toronto are
not open for business during normal banking hours.

1.1.4     "CLINICS" means Downsview Physiotherapy & Community Clinic, 2065 Finch
Avenue West, Suites 102, 106 and 108, Downsview, Ontario, M3N 2V7; Rexdale
Physiotherapy & Community Clinic, 23 Westmore Drive, Suite 200, Rexdale,
Ontario, M9V 3Y7; and Kingston-Markham Physiotherapy (also known as Scarborough-
South Physiotherapy Centre), 3545 Kingston Road, Lower Level and Suite 23A,
Scarborough, Ontario, M1M 1R6.

1.1.5     "CLOSING" means the completion of the transactions herein
contemplated, including the sale to and purchase by the Purchaser of the
Purchased Shares hereunder as herein contemplated.

1.1.6     "DECEMBER FINANCIAL STATEMENTS" means the financial statements of each
of the Clinics and Yorkview as at the Financial Year End consisting of the
balance sheets of each of the Clinics and Yorkview as at the Financial Year End
and the accompanying statement of earnings for the 11 month period then ended,
reported upon by Soberman Isenbaum & Colomby, Chartered Accountants, a copy of
which is annexed hereto in Schedule 1.

1.1.7     "DEBT INSTRUMENT" means any bond, debenture, promissory note or other
instrument evidencing indebtedness for borrowed money or other liability.  


<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                          PAGE 3


1.1.8     "EMPLOYEE BENEFITS" means:

          (a)  salaries, wages, bonuses, vacation entitlements, commissions,
               fees, stock option plans, stock purchase plans, incentive plans,
               deferred compensation plans, profit sharing plans and other
               similar benefits, plans or arrangements;

          (b)  insurance, health, welfare, disability, pension, retirement,
               travel, hospitalization, medical, dental, legal, counseling, eye
               care and other similar benefits, plans or arrangements;  and

          (c)  agreements or arrangements with any labour union or employee
               association, written or oral employment agreements or
               arrangements and agreements or arrangements for the retention of
               the services of independent contractors, consultants or advisors.

1.1.9     "ENCUMBRANCE" means any mortgage, charge, easement, encroachment,
lien, adverse claim, assignment by way of security, security interest,
servitude, pledge, hypothecation, conditional sale agreement, security
agreement, title retention agreement, financing statement or other encumbrance.

1.1.10    "FINANCIAL STATEMENTS" means the December Financial Statements and the
May Financial Statements.

1.1.11    "FINANCIAL YEAR END" means December 31, 1995.

1.1.12    "GOVERNMENT ENTITY" means: (a) any federal, provincial, municipal,
local or other governmental department, court, commission, board, bureau, agency
or instrumentality, domestic or foreign; (b) any subdivision, agent, commission,
board, or authority of any of the foregoing; or (c) any quasi-governmental or
private body exercising any regulatory, expropriation or taxing authority under
or for the account of any of the foregoing.

1.1.13    "GUARANTEE" means any agreement, contract or commitment providing for
the guarantee, indemnification, assumption or endorsement or any like commitment
with respect to the obligations, liabilities (contingent or otherwise) or
indebtedness of any Person.

1.1.14    "HAZARDOUS SUBSTANCE" includes any contaminants, pollutants, dangerous
substances including asbestos, urea formaldehyde, liquid wastes, industrial
wastes, toxic substances, hazardous or toxic chemicals, hazardous wastes,
hazardous materials or hazardous substances either in fact or as defined in or
pursuant to or regulated by any environmental law, regulation or order.

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                          PAGE 4


1.1.15    "INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS" means:
          (a)  all trade-marks (including logos), trade names, service marks and
               brand names and all applications therefor;

          (b)  all patents (including divisions, reissues, renewals and
               extensions) and all applications therefor; 

          (c)  all copyrights, industrial designs and other industrial property
               rights and all applications therefor; and

          (d)  all know-how, trade secrets and any licenced property or
               technology used in carrying on the business of the Corporation
both domestic and foreign and whether or not registered.

1.1.16    "JUNE FINANCIAL STATEMENTS" has the meaning ascribed to it in Section
9.2.

1.1.17    "MAY FINANCIAL STATEMENTS" means the financial statements of each of
the Clinics and Yorkview as at May 31, 1996 consisting of the balance sheets of
each of the Clinics and Yorkview as at May 31, 1996 and the accompanying
statement of earnings for the 5 month period then ended, a copy of which is
annexed hereto in Schedule 1.

1.1.18    "LEASES" means the real or personal property leases or other rights of
occupancy relating to real property which the Corporation is a party to or bound
by or subject to, including, without limitation, those set forth and described
in Schedule 4.

1.1.19    "LEGAL PROCEEDING" means any litigation, action, suit, investigation,
hearing, claim, complaint, grievance, arbitration proceeding or other proceeding
and includes any appeal or review and any application for same.

1.1.20    "PERSON" means any individual, corporation, firm, partnership, sole
proprietorship, syndicate, joint venture, trustee, trust, any unincorporated
organization or association, or such persons' heirs, executors, administrators
or assigns, as the case may be; and pronouns have a similar extended meaning.

1.1.21    "PURCHASE PRICE" means the purchase price payable by the Purchaser to
the Vendors for the Purchased Shares provided for in Article 4.

1.1.22    "PURCHASED SHARES" means the 629,440 common shares in the capital of
the Corporation to be sold by the Vendors to the Purchaser as specified in
Section 3.1.

1.1.23    "REORGANIZATION" means the sale, transfer and assignment to the
Corporation on June 21, 1996 by (a) Weisz of the business and all of the assets
and


<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                          PAGE 5

undertaking of each of the Clinics; and (b) Yorkview of the business and all
of the assets and undertaking of Yorkview.

1.1.24    "SHARES" means the Purchased Shares and the common shares in the
capital of the Corporation to be sold by Weisz, and purchased for cancellation
by the Corporation, pursuant to the purchase for cancellation agreement referred
to in Section 8.3.2.

1.2       GENDER AND NUMBER

          In this Agreement words importing a specific gender include all
genders and words importing the singular include the plural and VICE VERSA.

1.3       CURRENCY

          Unless otherwise indicated all dollar amounts referred to in this
Agreement, including the symbol "$", refer to lawful money of Canada.

1.4       ACCOUNTING PRINCIPLES

          Wherever in this Agreement reference is made to generally accepted
accounting principles such reference shall be deemed to be to the generally
accepted accounting principles from time to time approved by the Canadian
Institute of Chartered Accountants, or any successor entity, applicable as at
the date on which such principles are applied.

1.5       HEADINGS

          The division of this Agreement into Articles and Sections and the use
of a table of contents and headings are for convenience of reference only and
shall not affect the interpretation of this Agreement.

                                      ARTICLE 2

                                      SCHEDULES

2.1       DESCRIPTION OF SCHEDULES
          The following are the Schedules attached to and incorporated in this
Agreement by reference and deemed to be a part hereof:

Schedule 1   -  Financial Statements
Schedule 2   -  Constating Documents
Schedule 3   -  Directors, Officers and Shareholders
Schedule 4   -  Leases
Schedule 5   -  Employees and Employee Benefits



<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                          PAGE 6

Schedule 6     -    Encumbrances
Schedule 7     -    Insurance Policies
Schedule 8     -    Material Contracts
Schedule 9     -    Banking Information
Schedule 10    -    Intellectual and Industrial Property
Schedule 11    -    Reorganization Documents
Schedule 12    -    Option Agreement
Schedule 13    -    Purchase for Cancellation Agreement
Schedule 14    -    Asset Purchase Agreement with 624722 Ontario Limited
Schedule 15    -    Form of Release
Schedule 16    -    Arbitration Procedures

                                  ARTICLE 3

                          AGREEMENT OF PURCHASE AND SALE

3.1       AGREEMENT OF PURCHASE AND SALE

          Subject to the terms and conditions hereof and effective June 30,
1996:
          (a)  Weisz hereby sells, assigns and transfers to the Purchaser and
               the Purchaser hereby purchases 229,440 common shares in the
               capital of the Corporation owned by Weisz; and

          (b)  Yorkview hereby sells, assigns and transfers to the Purchaser and
               the Purchaser hereby purchases 400,000 common shares in the
               capital of the Corporation owned by Yorkview.

                                  ARTICLE 4

                                PURCHASE PRICE

4.1       AMOUNT OF PURCHASE PRICE

          The aggregate Purchase Price payable by the Purchaser to the Vendors
for the Purchased Shares is the sum of $629,440.



<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                          PAGE 7


                                  ARTICLE 5

                  REPRESENTATIONS AND WARRANTIES OF THE VENDORS

5.1       REPRESENTATIONS AND WARRANTIES RELATING TO THE CORPORATION

          The Vendors hereby jointly and severally represent and warrant to the
Purchaser as follows and acknowledge that the Purchaser is relying on such
representations and warranties in connection with the transactions herein
contemplated:

5.1.1     INCORPORATION AND ORGANIZATION

          The Corporation is a corporation incorporated and subsisting under the
laws of Canada and Yorkview is a partnership duly formed and existing under the
laws of Ontario.  No proceedings have been instituted or are pending for the
dissolution or liquidation of either the Corporation or Yorkview.  Annexed
hereto as Schedule 2 are true and complete copies of the articles of
incorporation, articles of amendment and by-laws of the Corporation.

5.1.2     QUALIFICATION TO DO BUSINESS

          The Corporation has the necessary power, authority and capacity to own
or lease its property and assets and to carry on the Business as now being
conducted by it.  The Corporation is qualified to carry on the Business in the
jurisdiction in which it is conducting the Business.

5.1.3     AUTHORIZED CAPITAL

          The authorized capital of the Corporation consists of an unlimited
number of common shares.

5.1.4     ISSUED SHARES

          Of the authorized capital of the Corporation, 3,550,000 common shares
have been duly and validly allotted and issued and are outstanding as fully paid
and non-assessable shares.

5.1.5     ISSUE OF SHARES OR CONVERTIBLE SECURITIES

          No Person has any agreement or option or any right capable of becoming
an agreement or option, including any convertible securities, warrants or
convertible obligations of any nature, for the purchase, subscription or
issuance of any unissued shares or other securities of the Corporation.


<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                          PAGE 8


5.1.6     SUBSIDIARIES 

          The Corporation has no subsidiary and owns no shares in the capital of
any other corporation and has not agreed to acquire any subsidiary or any shares
in the capital of any other corporation.  

5.1.7     FINANCIAL STATEMENTS

     (a)  The December Financial Statements have been prepared in accordance
with generally accepted accounting principles applied on a basis consistent with
those of previous years and present fairly:

          (i)  all the assets, liabilities (whether accrued, absolute,
               contingent or otherwise) and the composite financial condition of
               the Clinics and of Yorkview as of the Financial Year End; and

          (ii) the composite revenues, earnings and results of the operations of
               the Clinics for the 11 month period then ended and the revenues,
               earnings and results of operations of Yorkview for the 8 month
               period then ended.

     (b)  The May Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
those of previous years and present fairly:

          (i)  all the assets, liabilities (whether accrued, absolute,
               contingent or otherwise) and the composite financial condition of
               the Clinics and of Yorkview as of May 31, 1996; and

          (ii) the composite revenues, earnings and results of the operations of
               the Clinics and of Yorkview for the 5 month period then ended.

5.1.8     BUSINESS CARRIED ON IN ORDINARY COURSE

          The Business has been carried on in the ordinary course since the
Financial Year End and except for the Reorganization, none of Weisz, Yorkview or
the Corporation has, since the Financial Year End, sold or otherwise disposed of
any of the assets of the Business to any third party except in the ordinary
course of business.  Since the Financial Year End there has been no change in
the business, operations, affairs or condition of any of the Clinics, Yorkview
or the Corporation financial or otherwise, or arising as a result of any
legislative or regulatory change, revocation of any license or right to do
business, fire, explosion, accident, casualty, labour problem, flood, drought,
riot, storm, Act of God or otherwise, except changes occurring in the ordinary
course of business and which, in the aggregate, have not materially adversely
affected and will not materially adversely affect the said business, operations,
affairs or condition.


<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                          PAGE 9


5.1.9     ABSENCE OF UNUSUAL TRANSACTIONS

          Since the date of the Financial Year End, none of Weisz, Yorkview or
the Corporation has, except for the Reorganization or as otherwise disclosed in
the Schedules:

          (a)  transferred, assigned, sold or otherwise disposed of any assets
               owned or used in the Business except in the ordinary and usual
               course of business;

          (b)  suffered any extraordinary loss, or waived any rights of
               substantial value, or entered into any commitment or transaction
               not in the ordinary and usual course of business where such loss,
               rights, commitment or transaction is or would be material;

          (c)  mortgaged, pledged, subjected to lien, granted a security
               interest in or otherwise encumbered any of the assets of the
               Business; or

          (d)  authorized or agreed or otherwise become committed to do any of
               the foregoing.

5.1.10    MINUTE BOOKS AND CORPORATE RECORDS

          The corporate records and minute books of the Corporation contain
originals of all of the constating documents and amendments thereto and complete
and accurate minutes of all meetings of and copies of all by-laws and
resolutions passed by the directors and shareholders of the Corporation since
its incorporation; all such meetings were duly called and held, all such by-laws
and resolutions were duly passed and the share certificate books, registers of
shareholders, registers of transfers, registers of directors, register of debt
holders and other corporate registers of the Corporation are complete and
accurate in all material respects. The Corporation is not a party to or bound by
or subject to any shareholder agreement governing the affairs of the Corporation
or the relationships, rights and duties of shareholders.  Schedule 3 sets out
the name of each officer, director and shareholder of record of the Corporation.

5.1.11    ACCURACY OF BOOKS AND RECORDS

          The books and records, accounting financial and otherwise, of the
Business fairly and correctly set out and disclose in all material respects the
financial position of the Business as at the date hereof and all material
financial transactions of the Business have been accurately recorded in such
books and records in conformity with generally accepted accounting principles.


<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 10


5.1.12    NO GUARANTEES, ETC.

          The Corporation is not a party to or bound by any agreement of
guarantee, indemnification, assumption or endorsement or any like commitment of
the obligations, liabilities (contingent or otherwise) or indebtedness of any
other Person.

5.1.13    NO DIVIDENDS, ETC.

          Except for the Reorganization, the Corporation has not declared or
paid and has not been deemed under the INCOME TAX ACT (Canada) to have declared
or paid any dividends or declared or made any other distribution on any of its
outstanding securities and has not redeemed, purchased or otherwise acquired any
of its outstanding securities or agreed to do so.

5.1.14    PAYMENTS TO EMPLOYEES AND OTHERS

     (a)  Except for the Reorganization, no payments have been made or
authorized by the Corporation to its officers, directors, shareholders or
employees, to its former officers, directors, shareholders or employees or to
any Person not dealing at arms' length (as such term is construed under the
INCOME TAX ACT (Canada)) with any of the foregoing, except in the ordinary
course of business and at the regular rates payable to them as salaries,
pensions, bonuses, rents, management fees or other remuneration of any nature.

     (b)  The aggregate amount of salaries, pensions, bonuses, rents, management
fees or other remuneration of any nature paid or payable in the Business to or
for the benefit of any of the Vendors or to or for the benefit of any Person not
dealing at arms' length (as such term is construed under the INCOME TAX ACT
(Canada)) with them, during the 17 month period ended May 31, 1996 are
accurately reflected in the Financial Statements, and since that date have been
made at no greater rates than those prevailing at the end of the said period.

5.1.15    CAPITAL EXPENDITURES

          No capital expenditures in respect of the Business have been made or
authorized by any of Weisz, Yorkview or the Corporation since the Financial Year
End except in the ordinary course of business. 

5.1.16    EMPLOYMENT AND EMPLOYEE BENEFIT MATTERS

     (a)  Except as set forth in Schedule 5, (i) the Corporation is not a party
to or bound by any written or oral agreement or arrangement with respect to
Employee Benefits and no such agreement or arrangement contains any specific
provision as to notice of termination or severance pay in lieu thereof;  (ii)
the Corporation is not in arrears in the payment of any contribution or
assessment required to be made by it pursuant to any of the agreements or
arrangements set forth in Schedule 5; and (iii) all obligations of Weisz,
Yorkview and the Corporation with respect to

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 11


Employee Benefits are reflected in and have been fully accrued in the 
Financial Statements.

     (b)  None of Weisz, Yorkview or the Corporation has made any agreements
with any labour union or employee association or made commitments to or
conducted negotiations with any labour union or employee association with
respect to any future agreements, and the Corporation is not required to
recognize any union or employee association representing the employees or any
agent having bargaining rights for the employees and the Vendors are not aware
of any current attempts to organize or establish any labour union or employee
association in the Corporation.

     (c)  The Corporation has a total of 29 employees and 11 consultants
employed or working in the Business.  The names of such individuals, their years
of service, their title or job description and the Employee Benefits to which
they are entitled are set forth in Schedule 5.

     (d)  The Vendors have no reason to believe that any employee or consultant
of the Corporation would terminate his or her employment due to the transactions
contemplated by this Agreement.

     (e)  The Corporation is not liable for any damages to any employee,
consultant, former employee or former consultant resulting from the violation of
any applicable employment law or employment agreement.

     (f)  There is not, and has never been, any pension or retirement plan in
effect for the employees of the Corporation.

5.1.17    TITLE TO PERSONAL PROPERTY

          The Corporation is the owner of all of the personal property sold,
assigned and transferred to it pursuant to the Reorganization (other than any
leased personal property transferred to the Corporation pursuant to the
Reorganization) with good and marketable title thereto free and clear of any
Encumbrance, except as set forth in Schedule 6.  All of the said personal
property owned or leased by the Corporation is located at the leased premises
referred to in Section 5.1.19.

5.1.18    DEBT INSTRUMENTS

          The Corporation is not a party to or bound by or subject to any Debt
Instrument or any agreement, contract or commitment to create, assume or issue
any Debt Instrument and no Debt Instrument or Encumbrance which the Corporation
is a party to or bound by or subject to is dependent upon the Guarantee of or
any security provided by any other Person. 


<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 12


5.1.19    REAL PROPERTY

          Except for the Leases set out in Part A of Schedule 4, the Corporation
does not own or have any interest in or is a party to any agreement to purchase
any real property.

5.1.20    LEASES

     (a)  The Corporation is not a party to or bound by or subject to nor agreed
or become bound to enter into any real or personal property lease or other right
of occupancy relating to real property, whether as lessor or lessee, except for
the Leases set forth and described in Schedule 4.
 
     (b)  Each of the Leases is valid and subsisting and in good standing, there
is no default thereunder and the Corporation is entitled to all rights and
benefits thereunder.  Subject to obtaining any necessary consents, approvals,
permits and acknowledgments required under the Leases, the completion of the
transactions herein contemplated will not afford any of the parties to any Lease
or any other Person (other than the Corporation) the right to terminate any
Lease nor will the completion of the transactions herein contemplated result in
any additional or more onerous obligation on the Corporation under any Lease.

5.1.21    INSURANCE

          Since June 30, 1991, Weisz has maintained and since May 31, 1994
Yorkview has maintained, and the Corporation maintains, fire (with extended risk
and casualty coverage), liability, business interruption, use and occupancy and
other forms of insurance with reputable and sound insurers covering his or its
property and assets and protecting the Business in amounts and against such
losses and claims as are generally maintained for comparable businesses and
properties.  Schedule 7 lists all policies of such insurance together with a
brief description of each such policy including the type of policy, name of
insurer, policy number, coverage limits, expiration dates, annual premiums and
any material claims thereunder and true and complete copies of the most recent
inspection reports, if any, received from insurance underwriters as to the
condition of insurance value of their respective assets; none of Weisz, Yorkview
or the Corporation was or is in default with respect to any of the material
provisions contained in any such insurance policy nor have any of them failed to
give any notice or present any claim under any such insurance policy in due and
timely fashion.  To the best of the knowledge of the Vendors (a) there are no
circumstances which would or might entitle any of Weisz, Yorkview or the
Corporation to make a claim under any of such insurance policies or which would
or might be required under any of such policies to be notified to the insurers; 
(b) no material claim under any such policy has been made by any of Weisz,
Yorkview or the Corporation since the Financial Year End;  (c) none of such
policies is subject to any special or unusual terms or restrictions or provides
for a premium in excess of the normal rate;  (d) no notice of cancellation or
non-renewal with respect to, nor disallowance of any claim under or


<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 13

with respect to any such policy or policies has been received by any of 
Weisz, Yorkview or the Corporation;  and (e) all premiums due in connection 
with such policies have been fully paid.  The Vendors have no knowledge of 
any circumstances or occurrences pertaining to the Business or the 
Corporation which might form the basis of a material increase in premiums for 
the current insurance coverage maintained by the Corporation.

5.1.22    MATERIAL CONTRACTS

          Except for the material contracts described in Schedule 8, the
employment, service, union, pension, deferred profit sharing and other similar
agreements described in Schedule 5, the Leases described in Schedule 4, the
insurance policies described in Schedule 7 and agreements, contracts and
commitments entered into in the ordinary course of business, the Corporation
does not have any outstanding agreement, contract or commitment, whether written
or oral, of any nature or kind whatsoever.  Except for consents required under
the Leases or as specifically noted on any of the said Schedules, no consents
were or are required from the parties to the said contracts, agreements,
engagements or commitments to the assignment of such contracts to the
Corporation pursuant to the Reorganization or to the change in control of the
Corporation contemplated hereby. 

5.1.23    NO DEFAULT UNDER AGREEMENTS

          Except as disclosed in the Schedules, neither of Weisz or Yorkview was
at the date of the Reorganization, nor is the Corporation at the date hereof, in
default under or in breach of any material contract, agreement (whether written
or oral), indenture or other instrument to which it was or is a party or by
which it was or is bound, there exists no set of facts which, after notice or
lapse of time or both, would constitute such a default or breach, and each of
such contracts, agreements, indentures or other instruments is now in good
standing and in full force and effect without amendment thereto and the
Corporation is entitled to all rights and benefits thereunder.

5.1.24    NON-ARM'S LENGTH CONTRACTS

          Except as disclosed in this Agreement, the Corporation is not a party
to any contract, agreement or arrangement with any associated or affiliated
corporation within the meaning of the BUSINESS CORPORATIONS ACT (Canada), as
amended, or with any Person with which it does not deal at arm's length within
the meaning of the INCOME TAX ACT (Canada).

5.1.25    NO LOANS TO DIRECTORS, ETC.

          The Corporation does not have a loan or other indebtedness outstanding
(other than the normal salaries, bonuses, fringe benefits and the obligation to
reimburse for expenses incurred on behalf of the Corporation, in the


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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 14

normal course of employment) which has been made or incurred to any director, 
officer, shareholder or employee, to any former director, officer, 
shareholder or employee of the Corporation, or to any Person with which it or 
any of the foregoing do not deal at arm's length within the meaning of the 
INCOME TAX ACT (Canada).

5.1.26    LITIGATION

          There are no Legal Proceedings (whether or not purportedly on behalf
of the Corporation) pending or threatened against or affecting the Business or
the Corporation, at law or in equity or before or by any federal, provincial,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, or by or before any arbitration;
none of the Vendors is aware of any existing grounds on which any such Legal
Proceeding might be commenced with any reasonable likelihood of success; and
there is not currently outstanding against the Corporation any judgment, decree,
injunction, ruling, order or award of any court, governmental department,
commission, board, bureau, agency, instrumentality, domestic or foreign, or
arbitrator.

5.1.27    BANKING INFORMATION

          Schedule 9 sets forth and describes (a) the name and location
(including municipal address) of each bank, trust company or other institution
in which the Corporation has an account, money on deposit or a safety deposit
box and the name of each Person authorized to draw thereon or to have access
thereto;  and (b) the name of each person holding a general or special power of
attorney from the Corporation and a summary of the terms thereto.

5.1.28    TAX AND GOVERNMENT RETURNS

          Each of Weisz and the partners of Yorkview has duly filed in the
prescribed manner and within the prescribed time all tax returns in respect of
the Clinics and Yorkview required to be filed by them (including any and all tax
elections available to them in relation to such tax returns, but excluding any
such tax elections available to them or to Yorkview in connection with, and as
contemplated by, the Reorganization) and all information returns as to which the
non-filing or late filing could result in interest or penalties; such tax and
information returns are true, correct and complete and the Vendors have made
complete and accurate disclosure in such returns and have paid all taxes shown
on such returns as being due and payable and have also paid all assessments and
reassessments and all other taxes, governmental charges, penalties, interest and
fines due and payable by them up to the date hereof.  The Corporation has made
adequate provision for the taxes which are payable during the current fiscal
period for which tax returns are not yet required to be filed.  There are no
agreements, waivers or other arrangements providing for an extension of time
with respect to the assessment or reassessment of income tax or the filing of
any tax return by, or payment of any tax by, or levying of any governmental
charge against any of Weisz, Yorkview or the Corporation.  There are no actions,
audits, assessments,


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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 15

reassessments, suits, proceedings, investigations or claims now pending, or 
to the best of the knowledge of the Vendors, threatened against any of Weisz, 
Yorkview or the Corporation in respect of taxes or governmental charges or 
any matters under discussion with any Government Entity relating to taxes or 
governmental charges asserted by any such Government Entity.  Each of Weisz, 
Yorkview and the Corporation has withheld from each payment made by him or it 
the amount of all taxes and other deductions required to be withheld 
therefrom and has paid the same to the proper taxing or other authority 
within the time prescribed under any applicable legislation or regulation.

5.1.29    ACCOUNTS RECEIVABLE

          The accounts receivable recorded on the books of the Business  arose
in the ordinary course of business, and, other than the accounts receivable
disclosed in the Financial Statements as reserved or doubtful, are BONA FIDE and
good and collectible without any set-off or counterclaim.

5.1.30    COMPLIANCE WITH APPLICABLE LAWS, ETC.

          Each of Weisz, Yorkview and the Corporation has conducted and the
Corporation is conducting the Business in material compliance with all
applicable laws, rules and regulations of the jurisdiction in which the Business
is carried on and is not in material breach of any such laws, rules or
regulations, and has all material licenses, registrations or qualifications in
each jurisdiction in which it owns or leases assets or carries on the Business,
to enable the Business to be carried on as now conducted and its property and
assets to be owned, leased and operated, and all such material licenses,
registrations and qualifications are valid and subsisting and in good standing
and none of the same contains any burdensome term, provision, condition or
limitation which has or may have an adverse effect on the operation of the said
Business.

5.1.31    ENVIRONMENTAL MATTERS

          The Business has been and is in compliance with all environmental
laws, regulations and orders, except for any non-compliance which would not have
a material adverse effect individually or in the aggregate upon the Business or
the Corporation.  There does not exist a state of facts or event which could
give rise to a notice of material non-compliance with any environmental laws,
regulations or orders.  None of Weisz, Yorkview or the Corporation has used any
of the premises pertaining to the Business nor permitted them to be used, to
generate, manufacture, refine, treat, transport, store, handle, dispose,
transfer or process Hazardous Substances except in material compliance with all
environmental laws, regulations and orders.  None of Weisz, Yorkview or the
Corporation has caused or permitted the release of any Hazardous Substances on
or off-site of the premises.  None of Weisz, Yorkview or the Corporation has
received any notice, citation, directive, order, claim, letter or other
communication from any Government Entity that the Corporation is potentially
responsible for a domestic or foreign, federal, provincial,


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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 16

state, municipal or local clean-up site or corrective action under any
environmental law, regulation or order and none of Weisz, Yorkview or the
Corporation has knowledge of any facts that could give rise thereto.

5.1.32    NO LIABILITIES, ETC.

     There are no liabilities of the Business or the Corporation of any kind
whatsoever, contingent or otherwise, existing on the date hereof in respect of
which the Corporation may be liable on or after the completion of the
transactions contemplated by this Agreement other than:

          (a)  liabilities (including liabilities for unpaid taxes) disclosed
               on, reflected in or provided for in the Financial Statements;

          (b)  liabilities disclosed or referred to in this Agreement or the
               Schedules, including the liabilities assumed by the Corporation
               pursuant to the Reorganization, as more particularly described in
               Schedule 11; and

          (c)  liabilities incurred in the ordinary course of business and
               attributable to the period since May 31, 1996,
none of which is materially adverse to the business, operations, affairs or
financial condition of the Corporation or to the Business.

5.1.33    INTELLECTUAL PROPERTY RIGHTS

          Schedule 10 sets forth a complete description of all Intellectual and
Industrial Property Rights used in whole or in part in the Business.  All of
such Intellectual and Industrial Property Rights are owned by or licensed to the
Corporation and the Corporation has the sole and exclusive right to use the
same, such are in good standing, and no royalty payments, licence fees or other
charges are payable in respect thereof.

          To the best of the knowledge of the Vendors, the Corporation in
conducting the Business does not infringe upon the Intellectual and Industrial
Property Rights of any other Person.

5.1.34    NO REFERRAL FEES

          In the past three months prior to the date hereof, none of the
Vendors, the Corporation or any employee or consultant of the Corporation or the
Business has made any payment of any kind whatsoever to any Person on account of
or in consideration for the referral or direction by such Person of any patients
to the Corporation or the Business including, without limitation, any payments
to physicians in respect of services performed by such physicians which are in
amounts greater than the fair value of, or usual charge for, such services.


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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 17

5.1.35    REORGANIZATION

          Pursuant to the Reorganization, (a) Weisz sold, assigned and
transferred to the Corporation all of Weisz's right, title and interest in and
to the business all of the assets and undertaking of the Clinics; and (b)
Yorkview sold, assigned and transferred to the Corporation all of Yorkview's
right, title and interest in and to the business and all of the assets and
undertaking of Yorkview.  Upon the execution and delivery of the agreement
referred to in Section 8.3.3, 624722 Ontario Limited will have sold, assigned
and transferred to the Corporation all of its right, title and interest in and
to all of the assets held by it for the account of and used by Weisz in the
operation of the Clinics and by Yorkview in carrying on its business.  Schedule
11 contains a complete set of all of the agreements and documents entered into
by Weisz, Yorkview and the Corporation to effect the Reorganization.

5.1.36    JUNE FINANCIAL STATEMENTS

          The June Financial Statements will reflect sufficient cash on hand to
satisfy all liabilities of the Corporation.

5.1.37    KNOWLEDGE OF MATTERS GENERALLY

          Neither of the Vendors has any information or knowledge of any facts
relating to the Shares, the Corporation or the Business which, if known to the
Purchaser, might reasonably be expected to deter the Purchaser from entering
into this Agreement and completing the transactions herein contemplated.

5.2       REPRESENTATIONS AND WARRANTIES RELATING TO THE VENDORS

          Each of the Vendors hereby severally represents and warrants as
follows to the Purchaser in respect of such Vendor to the extent that such
representations and warranties are applicable to such Vendor, and acknowledges
that the Purchaser is relying on such representations and warranties in
connection with the transactions herein contemplated:

5.2.1     AGE OF MAJORITY/POWER AND AUTHORITY

     (a)  Such Vendor (if an individual) has obtained the age of majority in the
jurisdiction in which such Vendor resides.

     (b)  Such Vendor, if a partnership, has all the necessary power, authority
and capacity to enter into this Agreement and all other agreements, instruments
and documents to be delivered pursuant hereto to which such Vendor is a party
and to carry out its obligations hereunder and thereunder.

5.2.2     OWNERSHIP OF SHARES, ETC.

     (a)  Weisz is the registered and beneficial owner of 3,150,000 Shares free
          of any Encumbrances;

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 18

     (b)  Yorkview is the registered and beneficial owner of 400,000 Shares free
          of any Encumbrances;

     (c)  Weisz was the sole proprietor and owner of each of the Clinics on and
          before June 21, 1996; and

     (d)  Weisz and the Trustees of The Weisz Family Trust were the only
          partners of Yorkview on and before June 21, 1996.

5.2.3     ENFORCEABILITY OF OBLIGATIONS

          This Agreement constitutes, and when executed and delivered, each
agreement, instrument and document to be delivered pursuant hereto to which such
Vendor is a party will constitute, valid and binding obligations of such Vendor
enforceable against such Vendor in accordance with its respective terms, subject
to limitations with respect to enforcement imposed by law in connection with
bankruptcy or similar proceedings which may affect the enforcement of creditors'
rights generally and to the extent that equitable remedies, including specific
performance and injunction, are in the discretion of the court from which they
are sought.

5.2.4     COMPLIANCE WITH OTHER INSTRUMENTS

          The execution, delivery and performance by such Vendor of this
Agreement and all other agreements, instruments and documents to be delivered
pursuant hereto to which such Vendor is a party, and the consummation by such
Vendor of the transactions contemplated hereby and thereby in accordance with
the terms hereof and thereof, will not result in any material violation of or
conflict with, constitute a material default (with or without notice for the
passage of time) under, or give rise to a right of termination, cancellation or
acceleration of, or result in the imposition of a lien upon the Shares held by
such Vendor, or require any consent under, any term, condition or provision of: 
(a) any law or order, judgment or decree by which such Vendor is bound, (b)  any
agreement or instrument to which such Vendor is a party or by which such Vendor
is bound, or (c) any note, bond, debt instrument, trust indenture or other
indebtedness of such Vendor.

5.2.5     NO OPTIONS

          No Person other than the Purchaser under this Agreement and the
Corporation pursuant to Section 8.3.2 of this Agreement has any agreement or
option or any right capable of becoming an agreement or option for the purchase
from such Vendor of any of the Shares owned by such Vendor respectively.  No
Person other than the Corporation had any agreement or option or any right
capable of being an agreement or option for the purchase from Weisz, Yorkview or
624722 Ontario Limited of the assets and undertaking transferred by them to the

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 19

Corporation pursuant to the Reorganization or to be transferred to the
Corporation pursuant to Section 8.3.3.

5.2.6     LITIGATION

          On June 21, 1996 there were no Legal Proceedings pending, threatened
against or affecting the title of (a) Weisz to the assets comprising the
Clinics; (b) Weisz or the trustees of The Weisz Family Trust to their
partnership interest in Yorkview or to the assets of Yorkview; or (c) 624722
Ontario Limited to the assets to be transferred by it to the Corporation
pursuant to Section 8.3.3, or to the ability of any of such Persons to effect
the Reorganization at law or in equity or before or by any federal, provincial,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, or by or before any arbitrator. 
There are no Legal Proceedings pending, threatened against or affecting the
title of such Vendor to the Shares or such Vendor's ability to perform his
obligations hereunder at law or in equity or before or by any federal,
provincial, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, or by or before
any arbitrator; and such Vendor is not aware of any grounds on which any such
Legal Proceeding might be commenced with any reasonable likelihood of success.

5.2.7     STATUS

          Such Vendor is not a non-resident of Canada within the meaning of
Section 116 of the INCOME TAX ACT (Canada).

5.2.8     BANKRUPTCY

          Such Vendor is not insolvent and has not: (a) proposed a compromise or
arrangement to any of such Vendor's creditors generally, (b) had any petition or
receiving order in bankruptcy filed against such Vendor, (c) taken any
proceeding with respect to a compromise or arrangement or become subject to such
proceeding, (d) taken or become subject to any proceeding to have such Vendor
declared bankrupt or wound-up, (e) taken any proceeding or become subject to any
proceeding to have a receiver appointed over any part of such Vendor's assets,
(f) had any encumbrancer take possession of any of such Vendor's property, or
(g) had any execution or distress become enforceable or become levied upon any
of such Vendor's property.

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 20

                                  ARTICLE 6

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          The Purchaser hereby represents and warrants to each of the Vendors as
follows and acknowledges that each of them is relying on such representations
and warranties in connection with the transactions herein contemplated:

6.1.1     INCORPORATION, ORGANIZATION AND AUTHORITY OF THE PURCHASER;
          DUE AUTHORIZATION OF AGREEMENT;  ENFORCEABILITY OF OBLIGATIONS

          The Purchaser is a corporation amalgamated and subsisting under the
laws of the Province of Ontario and has the necessary corporate power and
authority to enter into this Agreement, to purchase the Purchased Shares from
the Vendors as herein contemplated and to perform its other obligations
hereunder.  The entering into of this Agreement and the consummation of the
transactions herein contemplated have been duly authorized by all necessary
corporate action on behalf of the Purchaser and this Agreement has been duly
executed and delivered by the Purchaser and constitutes a valid and binding
obligation of the Purchaser enforceable against it in accordance with its terms,
subject to the qualification that enforcement of this Agreement or any judgment
arising out of or in connection therewith may be limited by applicable
bankruptcy, insolvency and other laws of general application affecting
creditors' rights from time to time in effect and the discretion of courts of
competent jurisdiction respecting the enforcement of rights by way of equitable
remedy.

6.1.2     ABSENCE OF CONFLICTING AGREEMENTS

          The Purchaser is not a party to, bound or affected by or subject to
any indenture, mortgage, lease, agreement, instrument, charter or by-law
provision, order, judgment or decree which would be violated, contravened or
breached by the execution and delivery by the Purchaser of this Agreement or the
performance by the Purchaser of any of the terms hereof.

6.1.3     LITIGATION

          There is no Legal Proceeding in progress, pending or, to the best of
the knowledge of the Purchaser, threatened against or relating to the Purchaser
or any judgment, decree, injunction, rule or order of any court, governmental
department, commission, agent, instrumentality or arbitrator currently
outstanding against the Purchaser which in any such case might affect the
ability of the Purchaser to enter into this Agreement or to consummate the
transactions contemplated hereby and the Purchaser is not aware of any existing
ground on which any such Legal Proceeding may be commenced with any reasonable
likelihood of success.

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 21

                                  ARTICLE 7

                  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

7.1       SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE VENDORS

          All representations and warranties of each of the Vendors contained in
this Agreement and in any agreement, certificate or other document delivered or
given pursuant to or in connection with this Agreement, notwithstanding any
investigation made by or on behalf of the Purchaser with respect thereto, shall
survive and continue in full force and effect for the benefit of the Purchaser:

          (a)  in the case of matters other than tax matters referred to in
               Section 5.1.28 hereof and other than matters relating to title of
               the Vendors to the Shares, for a period of two years from the
               date of Closing; 

          (b)  in respect of tax matters referred to in Section 5.1.28, unless
               resulting from any misrepresentation (that is attributable to
               neglect, carelessness or willful default) made or fraud committed
               in filing a return or supplying information for the purposes of
               the INCOME TAX ACT (CANADA), or any other legislation imposing
               tax on the Corporation for the period commencing on the date of
               Closing and ending on the date on which the last applicable
               limitation period under any applicable income tax or other tax
               legislation expires with respect to any taxation year which is
               relevant in determining any liability under this Agreement with
               respect to such particular tax matter;  and

          (c)  there shall be no limit on the representations and warranties set
               out in Sections 5.1.35 and 5.2.2 or relating to the tax liability
               of the Corporation based on any misrepresentation made or fraud
               committed in filing a return or supplying information for
               purposes of any legislation imposing tax on the Corporation;

and any claim in respect thereof (except a claim based on fraud) shall be made
within such period in accordance with the provisions set out in Article 10 and
upon the expiry of such a period neither of the Vendors shall have any further
liability to the Purchaser hereunder with respect to any such representations or
warranties, except in respect of claims which have theretofore been made in
accordance with the provisions set forth above.

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 22

7.2       SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          The representations and warranties of the Purchaser contained in this
Agreement and in any agreement, certificate or other document delivered or given
pursuant to or in connection with this Agreement, notwithstanding any
investigation made by or on behalf of the Vendors, shall survive the Closing and
continue in full force and effect for the benefit of each of the Vendors for a
period of two years from the date of Closing provided, however, that any claim
in respect thereof shall be made within such period in accordance with the
provisions set out in Article 10 and upon the expiry of such period the
Purchaser shall have no further liability to either of the Vendors with respect
to any such representations or warranties.

7.3       SURVIVAL OF COVENANTS

          All covenants of the parties contained in this Agreement (including,
without limitation, the indemnity covenants) or in any agreement or other
document delivered or given pursuant to or in connection with this Agreement
shall survive the execution of this Agreement.


                                  ARTICLE 8

                            CLOSING ARRANGEMENTS

8.1       TIME AND PLACE OF CLOSING

          The Closing shall take place at 4:00 p.m. in the afternoon on July 2,
1996 at the offices of Fraser & Beatty, 42nd Floor, 1 First Canadian Place,
Toronto, Ontario, or at such other time and place as may be agreed upon between
the parties hereto.

8.2       CLOSING ARRANGEMENTS

          Each of the Vendors and the Purchaser covenant and agree with one
another that contemporaneously with the execution and delivery of this
Agreement:

8.2.1     TRANSFER OF PURCHASED SHARES

          Each of the Vendors shall (a) deliver or cause to be delivered to the
Purchaser certificates representing the Purchased Shares owned by him duly
endorsed in blank for transfer or accompanied by a stock transfer power; and
(b)  take, and shall cause the Corporation to take, all necessary steps and
proceedings as approved by counsel for the Purchaser to permit the Purchased
Shares to be duly and validly transferred to the Purchaser and/or its nominees,
to have such transfers duly and validly recorded on the books of the Corporation
so that the Purchaser and/or its nominees are entered on the books of the
Corporation as the holder or

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 23

holders of the Purchased Shares and to issue one or more share certificates 
to the Purchaser and/or its nominees representing the Purchased Shares.

8.2.2     PAYMENT OF PURCHASE PRICE

          The Purchaser shall pay the Purchase Price as follows:

          (a)  as to $229,440, by the delivery by the Purchaser to Weisz of a
               certified cheque or bank draft payable to the order of Weisz; and

          (b)  as to $400,000, by the delivery by the Purchaser to Yorkview of a
               certified cheque or bank draft payable to the order of Yorkview.

8.2.3     DELIVERY OF BOOKS AND RECORDS

          The Vendors shall deliver or cause the Corporation to deliver to the
Purchaser all of the Corporation's documents including the minute and record
books, corporate records and documents, corporate seals, books of account,
accounting records, past financial statements, tax returns, share certificate
books and share records, title documents and surveys, Intellectual and
Industrial Property Rights owned by and licence agreements or arrangements with
respect to Intellectual and Industrial Property Rights held by the Corporation,
licences, registrations and permits held by the Corporation, Encumbrances,
agreements, contracts and commitments which the Corporation is a party to or
bound by or subject to, lists of suppliers and clients of the Business and all
other documents, files, records and other data, financial or otherwise, of the
Corporation which may be in the possession of the Corporation or any of the
Vendors.

8.2.4     EMPLOYMENT LETTER

          Weisz and the Purchaser shall enter into an employment letter in form
and substance satisfactory to Weisz and the Purchaser.

8.2.5     OPTION AGREEMENT

          Weisz and the Purchaser shall enter into and deliver the option
agreement in the form of the option agreement annexed as Schedule 12.

8.3       POST-CLOSING ARRANGEMENTS

          Each of the Vendors and the Purchaser covenant and agree with one
another that immediately following the execution and delivery of this Agreement:

8.3.1     SECURED LOAN

          The Purchaser shall loan to the Corporation the sum of $2,934,560, and
the parties shall cause the Corporation to grant to the Purchaser a security

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 24

agreement in the form required by the Corporation to secure the repayment of the
said loan.

8.3.2     PURCHASE FOR CANCELLATION

          Weisz shall sell, and Weisz and the Purchaser shall cause the
Corporation to purchase for cancellation, 2,920,560 common shares in the capital
of the Corporation pursuant to a purchase for cancellation agreement to be
entered into between Weisz and the Corporation in the form of the agreement
annexed as Schedule 13.

8.3.3     ASSET PURCHASE AGREEMENT

          Weisz shall cause 624722 Ontario Limited to enter into and deliver,
and Weisz and the Purchaser shall cause the Corporation to enter into and
deliver, an asset purchase agreement in the form of the asset purchase agreement
annexed as Schedule 14.

8.3.4     RELEASES

          Each of the Vendors shall cause to be executed and delivered to the
Purchaser a release by each of them and by each director and officer of the
Corporation and such other Persons as the Purchaser may specify, each such
release to be in the form annexed hereto as Schedule 15.

8.3.5     RESIGNATIONS OF DIRECTORS AND OFFICERS 

          Each of the Vendors shall cause such directors and officers of the
Corporation as the Purchaser may specify to resign in favour of nominees of the
Purchaser.


                                  ARTICLE 9

                                  COVENANTS

9.1       NON-COMPETITION

     (a)  Weisz shall not, without the prior written consent of the Purchaser,
for a period of three years following the date of the termination of Weisz's
employment arrangement with the Purchaser pursuant to the letter agreement
referred to in Section 8.2.4,  either individually or in conjunction with any
other Person, as principal, agent, partner, co-venturer, shareholder (except as
a holder of less than 5% of the shares of a publicly-traded corporation),
investor, advisor, consultant, officer, director, employee or otherwise in any
manner whatsoever, directly or indirectly, (i) become engaged in or interested
in or associated in any manner with any business in the Municipality of
Metropolitan Toronto or within the three mile

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 25

radius of the Municipality of Metropolitan Toronto which is the same as or 
similar to or competitive with the Business carried on by the Corporation or 
the Purchaser, provided, however, that Weisz is expressly permitted to be so 
engaged in or so interested in or associated in any manner with any such 
business which has annual gross revenues of less than $500,000 per annum, and 
which operates out of only one location from time to time in the City of 
Toronto; or (ii) solicit or attempt to solicit any patients, employees or 
consultants of the Business, the Corporation or the Purchaser away from the 
Corporation or the Purchaser.

     (b)  Weisz acknowledges and agrees that irreparable injury may result to
the Corporation and the Purchaser in the event of any breach of the provisions
of this Section and that, in such event, the remedy at law for any such breach
will be inadequate.  Accordingly, Weisz agrees that, if he shall engage in any
act or activity in breach of the provisions of this Section, the Corporation or
the Purchaser shall be entitled, in addition to any other remedies and damages
that may be available at law or under this Agreement, to injunctive relief to
enforce the provisions of this Section.

9.2.      JUNE FINANCIAL STATEMENTS

          The Purchaser shall, within 45 days of the Closing, prepare, and cause
Soberman, Isenbaum & Colomby to provide the Corporation and the parties hereto
with a review engagement report in respect of, the financial statements of the
Corporation as at June 30, 1996 (the "June Financial Statements"), which
financial statements shall consist of the balance sheet of the Corporation as at
June 30, 1996 and the accompanying statement of earnings and retained earnings
for the period ended June 30, 1996.

9.3       LEASE CONSENTS

          The Vendors will use their best efforts to obtain, at the Vendors'
expense, all consents, approvals, permits and acknowledgments required under the
Leases to the assignments of Leases pursuant to the Reorganization and to the
change in control of the Corporation contemplated hereby.

9.4       ACCESS TO BOOKS AND RECORDS

          For a period of 5 years following the date hereof, the Purchaser
shall, during reasonable business hours and upon at least 48 hours prior notice
from a Vendor, provide such Vendor or its representatives with access to any and
all of the books and records of the Business existing as of the date hereof.

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                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 26


                                   ARTICLE 10

                                INDEMNIFICATION

10.1      INDEMNIFICATION BY THE VENDORS

          Subject to the provisos herein contained, each of the Vendors hereby
jointly and severally agrees to indemnify and hold harmless the Purchaser from
and against all losses, costs, damages and liabilities suffered or incurred by
the Purchaser relating to, arising from, or as a result of:

     (a)  any breach of any representation, any warranty or covenant on the part
          of such Vendor contained in this Agreement or in any agreement or
          other document delivered to the Purchaser pursuant to or in connection
          with this Agreement; and

     (b)  any of the Vendors, the Corporation or any employee or consultant of
          the Corporation or the Business having made any payment of any kind
          whatsoever to more than one Person during the period June 30, 1995 to
          the date hereof on account of or in consideration for the referral or
          direction by such Person of any patients to the Corporation or the
          Business including, without limitation, any payments to physicians in
          respect of services performed by such physicians which are in amounts
          greater than the fair value of, or usual charge for, such services,

including, without limitation, all claims, actions, suits, demands, costs and
expenses, including reasonable legal and accounting fees, in respect of the
foregoing; provided, however that the aggregate liability of the Vendors to the
Purchaser hereunder shall not exceed $4,150,000.

10.2      INDEMNIFICATION BY THE PURCHASER

          The Purchaser hereby agrees to indemnify and hold each of the Vendors
harmless from and against all losses, costs, damages and liabilities suffered or
incurred by each such Vendor relating to, arising from, or as a result of any
breach of any representation, any warranty or covenant on the part of the
Purchaser contained in this Agreement or in any agreement or other document or
instrument delivered to the Vendors pursuant to or in connection with this
Agreement, including without limitation, all claims, actions, suits, demands,
costs and expenses, including reasonable legal and accounting fees, in respect
of the foregoing.

10.3      NOTICE OF CLAIM

          If (a) the Purchaser or (b) either of the Vendors wishes to make a
claim for indemnification (a "Claim") pursuant to this Article 10 (such
claimant(s) herein called the "Indemnified Party") against either of the Vendors
or the Purchaser, as the case may be (herein called the "Indemnifying Party"),
the Indemnified Party shall promptly give notice to the Indemnifying Party of
the Claim.  Such notice shall

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 27

specify whether the Claim originates with the Indemnified Party (an "Original 
Claim") or with a Person other than the Indemnified Party (a "Third Party 
Claim"), and shall also specify with reasonable particularity (to the extent 
that the information is available):

          (i)  the factual basis for the Claim; and

          (ii)      the amount of the Claim or, if an amount is not then
               determinable, an approximate and reasonable estimate of the
               potential amount of the Claim.

10.4      PROCEDURE FOR INDEMNIFICATION

10.4.1    CLAIMS OTHER THAN THIRD PARTY CLAIMS

          Following receipt of notice of a Claim from an Indemnified Party, the
Indemnifying Party shall have 30 days (or such lesser period as may be required
by law to file a defence) to make such investigation of the Claim as the
Indemnifying Party considers necessary or desirable. For the purpose of such
investigation, the Indemnified Party shall make available to the Indemnifying
Party and its authorized representatives the information relied upon by the
Indemnified Party to substantiate the Claim. If the Indemnified Party and the
Indemnifying Party agree at or prior to the expiration of such 30 day period (or
any mutually agreed upon extension thereof) to the validity and amount of the
Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the
full agreed upon amount of the Claim.

10.4.2    THIRD PARTY CLAIMS

          With respect to any Third Party Claim, the Indemnifying Party shall
have the right exercisable by written notice to the Indemnified Party not later
than 30 days (or such lesser period as may be required by law to file a defence)
following the Indemnifying Party's receipt of the notice of the Third Party
Claim pursuant to Section 10.3 and at its own expense, to participate in or
assume control of the negotiation, settlement or defence of the Third Party
Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified
Party for all of the Indemnified Party's reasonable out-of-pocket expenses as a
result of such participation or assumption and, at the Indemnified Party's
request, furnish the Indemnified Party with reasonable security against any
costs or liabilities to which the Indemnified Party may be or become exposed by
reason of such negotiation, settlement or defence. If the Indemnifying Party
elects to assume such control, the Indemnified Party shall cooperate with the
Indemnifying Party, shall have the right to fully participate in the
negotiation, settlement or defence of such Third Party Claim at its own expense
and shall have the right to disagree on reasonable grounds with the selection
and retention of counsel, in which case counsel satisfactory to the Indemnifying
Party and the Indemnified Party shall be retained by the Indemnifying Party. If
the Indemnifying Party, having elected to assume such control thereafter

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 28

fails to defend any such Third Party Claim within a reasonable time, the 
Indemnified Party shall be entitled to assume such control and the 
Indemnifying Party shall be bound by the results obtained by the Indemnified 
Party with respect to such Third Party Claim.

10.5      DE MINIMIS

          Notwithstanding any other provision of this Article 10, no party
hereto shall assert against any other party hereto any claim or claims for
indemnity hereunder unless the aggregate amount of the claim or claims asserted
to that date, including the claim or claims then being asserted, is at least
$20,000.

                                   ARTICLE 11

                                  MISCELLANEOUS

11.1      BROKERAGE, COMMISSIONS, ETC.

          It is understood and agreed that no broker, agent or other
intermediary has acted for the Vendors, the Corporation or the Purchaser in
connection with the transactions herein contemplated.  Each of the Vendors
agrees to jointly and severally indemnify and save harmless the Purchaser from
and against any claim for any brokerage, commission or other remuneration
payable or alleged to be payable to any broker, agent or other intermediary who
purports to act or have acted for such Vendor or the Corporation in connection
with the transactions herein contemplated.  The Purchaser agrees to indemnify
and save harmless each of the Vendors from and against any claim for brokerage,
commission or other remuneration payable or alleged to be payable to any broker,
agent or other intermediary who purports to act or to have acted for the
Purchaser in connection with the transactions herein contemplated.

11.2      FURTHER ASSURANCES

          Each of the parties hereto upon the request of the other party hereto
shall do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered all such further acts, deeds, documents, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably
necessary or desirable to effect complete consummation of the transactions
herein contemplated.

11.3      ANNOUNCEMENTS

          The parties hereto agree that no disclosure or public announcement
with respect to this Agreement or the transactions herein contemplated shall be
made by any party hereto without the prior written consent of each of the other
parties hereto, which consent shall not be unreasonably withheld.

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 29

11.4      NOTICES

          Any notice, direction or other instrument required or permitted to be
given to any party hereunder shall be in writing and shall be sufficiently given
if delivered personally, or if sent by registered prepaid mail or if transmitted
by fax or other form of recorded communication tested prior to transmission to
such party, as follows:

          (i)  in the case of the Vendors, at:
               89 Willett Crescent
               Richmond Hill, Ontario
               L4C 7W5

               ATTENTION:  ROBERT WEISZ

               Telecopier No.:  (905) 737-7866

               with a copy to:
               
               Sheppard, Friedlan, MacInnis
               488 Huron Street
               Toronto, Ontario
               M5R 2R3
               
               ATTENTION: IAN MACINNIS
               
               Telecopier No.:  (416) 966-6837

          (ii) in the case of the Purchaser, at:

               20 Eglinton Avenue West
               Suite 1007
               P.O. Box 2054
               Toronto, Ontario
               M4R 1K8
          
               ATTENTION:  WILLIAM H. BROWN
          
               Telecopier No.:  (416) 485-1692

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 30


               with a copy to:
               Fraser & Beatty
               P.O. Box 100
               1 First Canadian Place
               Toronto, Ontario
               M5X 1B2

               ATTENTION:  MICHAEL N. KAPLAN
               Telecopier No.:  (416) 863-4592


     (b)  Any such notice, direction or other instrument, if delivered
personally, shall be deemed to have been given and received on the day on which
it was delivered, provided that if such day is not a Business Day then the
notice, direction or other instrument shall be deemed to have been given and
received on the first Business Day next following such day;  if mailed, shall be
deemed to have been given and received on the third day after it was mailed,
provided that if such day is not a Business Day then the notice, direction or
other instrument shall be deemed to have been given and received on the first
Business Day next following such day;  and if transmitted by fax or other form
of recorded communication, shall be deemed to have been given and received on
the day of its transmission, provided that if such day is not a Business Day or
if it is transmitted or received after the end of normal business hours then the
notice, direction or other instrument shall be deemed to have been given and
received on the first Business Day next following the day of such transmission.

     (c)  Any party hereto may change its address for service from time to time
by notice given to each of the other parties hereto in accordance with the
foregoing provisions.

11.5      TIME OF THE ESSENCE

          Time shall be of the essence of this Agreement.

11.6      EXPENSES

          All costs and expenses (including, without limitation, the fees and
disbursements of legal counsel) incurred in connection with this Agreement and
the transactions herein contemplated shall be paid by the party incurring such
costs and expenses.

11.7      APPLICABLE LAW

          This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the Province of
Ontario and the laws of Canada applicable therein.

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 31

11.8      ARBITRATION

         If any dispute or question (the "Dispute") shall arise, during the
period of this Agreement or at any time thereafter, between (a) any of the
Vendors and (b) the Purchaser in respect of this Agreement or any part thereof,
whether as to interpretation, performance, enforceability or otherwise, the
parties to the Dispute shall attempt in good faith to resolve such Dispute.  If
such parties have not agreed to a settlement of the Dispute within 30 days from
the date on which the Dispute first became known to such parties, then such
parties agree that the Dispute shall be submitted to arbitration pursuant to the
ARBITRATION ACT, 1991 (Ontario).  Such Dispute shall not be made the subject
matter of an action in any court by any of such parties unless the Dispute has
first been submitted to arbitration and finally determined in accordance with
the provisions of Schedule 16 hereto and in such event, such action shall be
subject to the exclusive jurisdiction of the courts of the Province of Ontario
and each of the parties hereto hereby irrevocably attorns to the exclusive
jurisdiction of the courts of the Province of Ontario.  Any such action
commenced thereafter shall only be for the purpose of enforcing the decision of
the arbitrators and the costs incidental to the action.  In any such action the
decision of the arbitrator shall be conclusively deemed to determine the rights
and liabilities as between the parties to the arbitration in respect of the
Dispute.

11.9      ENTIRE AGREEMENT

          This Agreement, including the Schedules hereto, constitutes the entire
agreement between the parties hereto with respect to the transactions herein
contemplated and cancels and supersedes any prior understandings, agreements,
negotiations and discussions between the parties hereto with respect thereto
(including, without limitation, the letters of intent between Weisz and Columbia
Health Care Inc. dated May 23, 1996 (respecting the Clinics), and June 17, 1996
(respecting the Clinics and Yorkview Physiotherapy Centre)), except as
specifically provided or contemplated in this Agreement or in any agreement,
certificate, affidavit, statutory declaration or other document delivered or
given pursuant to this Agreement.  There are no representations, warranties,
terms, conditions, undertakings or collateral agreements or understandings,
express or implied, between the parties hereto other than those expressly set
forth in this Agreement or in any such agreement, certificate, affidavit, or
other document as aforesaid.  This Agreement may not be amended or modified in
any respect except by written instrument executed by each of the parties hereto.

11.10     EFFECT OF CLOSING

          Any provision of this Agreement which is capable of being performed
after but which has not been performed at the Closing and all obligations,
covenants and agreements contained in this Agreement or in any agreement,
certificate, affidavit, or other document delivered or given pursuant to this
Agreement, including, without limitation, the indemnities herein provided for,
shall remain in

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 32


full force and effect notwithstanding the Closing, subject to the limitation 
periods contained herein.

11.11     COUNTERPARTS

          This Agreement may be executed by telefax and in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same Agreement.

11.12     ASSIGNMENT

          Neither this Agreement nor any rights or obligations hereunder may be
assigned by any party hereto.

11.13     PARTIES IN INTEREST

          This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, successors (including any
successor by reason of the amalgamation or merger of any party), administrators
and permitted assigns.

11.14     SEVERABILITY OF PROVISIONS

          If any provision or any portion of any provision of this Agreement or
the application of any such provision or any portion thereof to any Person or
circumstance, shall be held invalid or unenforceable, the remaining portion of
such provision and the remaining provisions of this Agreement, or the
application of such provision or portion of such provision as is held invalid or
unenforceable to

<PAGE>

                                                        SHARE PURCHASE AGREEMENT
                                                                         PAGE 33


Persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby.

          IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.

SIGNED, SEALED AND DELIVERED     )
     in the presence of          )
                                 )
                                  ---------------------------------------
                                    Robert Y. Weisz
                              
                                 )  YORKVIEW PHYSIOTHERAPY
                                 )  CENTRE, a partnership by its
                                 )  partners
                                 )
                                 )
                                 )  By:
                                       ----------------------------------
                                          Robert Y. Weisz
                              
                                 - and -
                              
                                 )  THE TRUSTEES OF THE
                                 )  WEISZ FAMILY TRUST
                                 )
                                 )
                                 )  By:
                                        ---------------------------------
                                          Robert Y. Weisz - Trustee
                                 )
                                 )
                                 )  By:
                                       ----------------------------------
                                          Sherri Weisz - Trustee
                              
                                   COLUMBIA CENTRE FOR REHABILITATION INC.
                                   
                                   By:
                                      -----------------------------------




<PAGE>

                        PURCHASE FOR CANCELLATION AGREEMENT
                   THIS AGREEMENT made the 2nd day of July, 1996.
BETWEEN:
                    ROBERT Y. WEISZ
                    (hereinafter called "Weisz")
                                                             OF THE FIRST PART
                    - and -
                    3270262 CANADA INC.
                    (hereinafter called the "Corporation")
                                                             OF THE SECOND PART
                    - and -
                    COLUMBIA CENTRE FOR REHABILITATION INC.
                    (hereinafter called "CCRI")
                                                              OF THE THIRD PART

          WHEREAS Weisz wishes to sell, and the Corporation wishes to purchase
for cancellation, 2,920,560 common shares in the capital of the Corporation held
by Weisz for the purchase price and upon the terms and conditions hereafter set
forth;

          AND WHEREAS it is a condition subsequent to the Share Purchase
Agreement (the "Share Purchase Agreement") made as of even date entered into and
delivered by Weisz, Yorkview Physiotherapy Centre and CCRI that Weisz and CCRI
cause the Corporation to purchase the said 2,920,560 common shares from Weisz
hereunder;

          NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of $2.00
paid by each party hereto to the other the premises, the mutual covenants,
agreements and payments hereinafter set forth and other good and valuable
consideration (the receipt and sufficiency whereof by

                                      -2-

<PAGE>


each of them is hereby acknowledged) the parties hereto hereby covenant and 
agree as follows:

1.        Weisz hereby sells, and the Corporation hereby purchases for
cancellation from Weisz, 2,920,560 common shares in the capital of the
Corporation (the "Shares").

2.        The aggregate purchase price (the "Purchase Price") payable by the
Corporation for the shares is the sum of $2,920,560, subject to adjustment
dollar for dollar to the extent that the cash of the Corporation as at June 30,
1996 as shown on the June Financial Statements is greater or less than the
aggregate of all of the liabilities (collectively, the "Liabilities") of the
Clinics and of Yorkview as at June 30, 1996 as shown on the June Financial
Statements (including, without limitation, any liabilities for shareholder
loans).

3.        Within 7 Business Days following the delivery of the June Financial
Statements to the Corporation, CCRI and Weisz pursuant to Section 9.2, the
Corporation shall, in the event the cash of the Corporation as at June 30, 1996
is greater than the Liabilities, pay to Weisz the amount of such excess, and
Weisz shall, in the event the cash of the Corporation as at June 30, 1996 is
less than the Liabilities, pay to the Corporation the amount of such deficiency,
in each case,  by certified cheque or bank draft.

4.        Contemporaneously with the execution and delivery of this Agreement,
(a) Weisz shall deliver to the Corporation certificates representing the Shares
owned by him duly endorsed in blank for transfer or accompanied by a stock
transfer power; (b)  Weisz and CCRI shall take, and shall cause the Corporation
to take, all necessary steps and proceedings as approved by counsel for CCRI to
permit the Shares to be duly and validly transferred to the Corporation for
cancellation and to have such transfer duly and validly recorded on the books of
the Corporation; and (c) the Corporation shall pay the Purchase Price to Weisz
for the Shares by the delivery by the Corporation to Weisz of a certified cheque
or bank draft in the amount of $2,820,560 payable to the order of Weisz, and a
promissory note in the amount of $100,000, in favour of Weisz.

5.        Weisz hereby represents and warrants to the Corporation and CCRI that
Weisz is the registered and beneficial owner of the Shares free and clear of any
and all Encumbrances.

6.        This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.

7.        Capitalized terms used herein and not defined herein have the meanings
ascribed to them in the Share Purchase Agreement.



<PAGE>


                                      -3-


8.        This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.

          IN WITNESS WHEREOF the parties hereto have executed this Agreement
this 2nd day of July, 1996.

SIGNED, SEALED AND DELIVERED
      in the presence of      )    
                              )    
                                   --------------------------------------
                                   Robert Y. Weisz


                                   3270262 CANADA INC.


                                   By:
                                      -----------------------------------

                                   COLUMBIA CENTRE FOR
                                   REHABILITATION INC.


                                   By:
                                      -----------------------------------


<PAGE>

                  MADE as of the 30th day of June, 1996


AMONG:

                        624722 ONTARIO LIMITED

                              - and -

                           ROBERT Y. WEISZ

                              - and -

                             LISA LASKO

                              - and -

                           BENJAMIN LASKO

                              - and -

               LISA LASKO, THE TRUSTEE OF LASKO FAMILY TRUST

                              - and -

                  COLUMBIA CENTRE FOR REHABILITATION INC.




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

                          SHARE PURCHASE AGREEMENT

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


                           Fraser & Beatty
                        Barristers and Solicitors
                           P.O. Box 100
                        1 First Canadian Place
                           Toronto, Ontario
                              M5X 1B2

<PAGE>

                           TABLE OF CONTENTS
                                                                       PAGE NO.
                                                                       --------

                              ARTICLE 1
                           INTERPRETATION

1.1       Definitions........................................................2
1.2       Gender and Number..................................................4
1.3       Currency...........................................................4
1.4       Accounting Principles..............................................4
1.5       Headings...........................................................5

                              ARTICLE 2
                              SCHEDULES 

2.1       Description of Schedules...........................................5

                              ARTICLE 3
                     AGREEMENT OF PURCHASE AND SALE

3.1       Agreement of Purchase and Sale.....................................5

                              ARTICLE 4
                           PURCHASE PRICE

4.1       Amount of Purchase Price...........................................6

                              ARTICLE 5
               REPRESENTATIONS AND WARRANTIES OF THE VENDORS

5.1       Representations and Warranties Relating to the Corporation.........6
5.1.1     Incorporation and Organization.....................................6
5.1.2     Qualification to do Business.......................................6
5.1.3     Authorized Capital.................................................6
5.1.4     Issued Shares......................................................7
5.1.5     Issue of Shares or Convertible Securities..........................7
5.1.6     Subsidiaries.......................................................7
5.1.7     Financial Statements...............................................7
5.1.8     Business Carried on in Ordinary Course.............................7
5.1.9     Absence of Unusual Transactions....................................8
5.1.10    Minute Books and Corporate Records.................................8
5.1.11    Accuracy of Books and Records......................................9
5.1.12    No Guarantees, etc. ...............................................9
5.1.13    No Dividends, etc. ................................................9
5.1.14    Payments to Employees and Others...................................9
5.1.15    Capital Expenditures...............................................9


<PAGE>

5.1.16    Employment and Employee Benefit Matters...........................10
5.1.17    Title to Personal Property........................................10
5.1.18    Debt Instruments..................................................10
5.1.19    Real Property.....................................................11
5.1.20    Leases............................................................11
5.1.21    Insurance.........................................................11
5.1.22    Material Contracts................................................12
5.1.23    No Default under Agreements.......................................12
5.1.24    Non-Arm's Length Contracts........................................12
5.1.25    No Loans to Directors, etc. ......................................12
5.1.26    Litigation........................................................13
5.1.27    Banking Information...............................................13
5.1.28    Tax and Government Returns........................................13
5.1.29    Accounts Receivable...............................................14
5.1.30    Compliance with Applicable Laws, etc. ............................14
5.1.31    Environmental Matters.............................................14
5.1.32    No Liabilities, etc. .............................................15
5.1.33    Intellectual Property Rights......................................15
5.1.34    No Referral Fees..................................................15
5.1.35    Knowledge of Matters Generally....................................15
5.2       Representations and Warranties Relating to the Vendors............16
5.2.1     Age of Majority/Power and Authority...............................16
5.2.2     Ownership of Purchased Shares.....................................16
5.2.3     Enforceability of Obligations.....................................16
5.2.4     Compliance with Other Instruments.................................17
5.2.5     No Options........................................................17
5.2.6     Litigation........................................................17
5.2.7     Status............................................................17
5.2.8     Bankruptcy........................................................17

                                    ARTICLE 6
               REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1       Representations and Warranties of the Purchaser...................18
6.1.1     Incorporation, Organization and Authority of the Purchaser........18
Due Authorization of Agreement..............................................18
6.1.2     Absence of Conflicting Agreements.................................18
6.1.3     Litigation........................................................18

                                    ARTICLE 7
                  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

7.1       Survival of Representations and Warranties of the Vendors.........19
7.2       Survival of Representations and Warranties of the Purchaser.......20
7.3       Survival of Covenants.............................................20


<PAGE>

                                    ARTICLE 8
                              CLOSING ARRANGEMENTS

8.1       Time and Place of Closing.........................................20
8.2       Closing Arrangements..............................................20
8.2.1     Transfer of Purchased Shares......................................20
8.2.2     Payment of Purchase Price.........................................21
8.2.3     Delivery of Books and Records.....................................21
8.2.4     Resignations of Directors and Officers............................21
8.2.5     Releases..........................................................21
8.2.6     Consultancy Letter................................................22

                                    ARTICLE 9
                           NON-COMPETITION COVENANT

9.1.1     Non-Competition...................................................22

                                    ARTICLE 10
                                 INDEMNIFICATION

10.1      Indemnification by the Vendors....................................23
10.2      Indemnification by the Purchaser..................................23
10.3      Notice of Claim...................................................23
10.4      Procedure for Indemnification.....................................24
10.4.1    Claims Other Than Third Party Claims..............................24
10.4.2    Third Party Claims................................................24
10.5      De Minimis........................................................25

                                    ARTICLE 11
                                  MISCELLANEOUS

11.1      Brokerage, Commissions, etc. .....................................25
11.2      Further Assurances................................................25
11.3      Announcements.....................................................25
11.4      Notices...........................................................25
11.5      Time of the Essence...............................................27
11.6      Expenses..........................................................27
11.7      Applicable Law....................................................27
11.8      Arbitration.......................................................28
11.9      Entire Agreement..................................................28
11.10     Effect of Closing.................................................28
11.11     Counterparts......................................................29
11.12     Assignment........................................................29
11.13     Parties in Interest...............................................29
11.14     Severability of Provisions........................................29


<PAGE>

          THIS SHARE PURCHASE AGREEMENT made as of the 30th day of June, 1996,

A M O N G:
                         624722 ONTARIO LIMITED, a corporation incorporated
                         under the laws of the Province of Ontario

                         (hereinafter called "624722")

                         - and -

                         ROBERT Y. WEISZ, an individual resident in the Town of
                         Richmond Hill, in the Province of Ontario

                         (hereinafter called "Weisz")

                         - and -

                         LISA LASKO, an individual resident in the City of 
                         North York, in the Province of Ontario

                         (hereinafter called "L. Lasko")

                         - and -

                         BENJAMIN LASKO, an individual resident in the City of
                         North York, in the Province of Ontario

                         (hereinafter called "B. Lasko")

                         - and -

                         LISA LASKO, THE TRUSTEE OF LASKO FAMILY TRUST

                         (hereinafter called the "Trustee")

                                                              OF THE FIRST PART

                         - and -

                         COLUMBIA CENTRE FOR REHABILITATION INC., a corporation
                         amalgamated under the laws of the Province of Ontario

                         (hereinafter called the "Purchaser")

                                                             OF THE SECOND PART

<PAGE>

                                                    SHARE PURCHASE AGREEMENT
                                                                      PAGE 2


          WHEREAS 624722, L. Lasko, B. Lasko and the Trustee (collectively, 
the "Vendors") are the registered and beneficial owners of all of the issued 
and outstanding common shares and Class A preference shares in the capital of 
Aqua Rehabilitation Inc., a corporation incorporated under the laws of the 
Province of Ontario (hereinafter called the "Corporation");

          AND WHEREAS the Purchaser desires to purchase and the Vendors 
desire to sell all of the issued and outstanding common shares and Class A 
preference shares in the capital of the Corporation for the purchase price 
and upon the terms and conditions hereinafter set forth;

          NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the 
premises, the mutual covenants, agreements, warranties and payments 
hereinafter set forth, the parties hereto agree as follows:

                                 ARTICLE 1

                              INTERPRETATION

1.1       DEFINITIONS

          Whenever used in this Agreement, unless there is something in the 
subject matter or context inconsistent therewith, the following words and 
phrases shall have the respective meanings ascribed to them as follows:

1.1.1     "AGREEMENT" means this share purchase agreement and any instrument 
amending this Agreement as referred to in Section 11.9; "hereof", "hereto", 
"hereunder" and similar expressions mean and refer to this Agreement and not 
to a particular article or section;  and the expression "Article" or 
"Section" followed by a number means and refers to the specified article or 
section of this Agreement.

1.1.2     "BUSINESS" means the business currently and heretofore carried on 
by the Corporation of providing rehabilitation services.

1.1.3     "BUSINESS DAY" means a day other than a Saturday, Sunday or any 
other day on which the principal chartered banks located in the City of 
Toronto are not open for business during normal banking hours.

1.1.4     "CLOSING" means the completion of the transactions herein 
contemplated, including the sale to and purchase by the Purchaser of the 
Purchased Shares hereunder as herein contemplated.


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                                                      SHARE PURCHASE AGREEMENT
                                                                        PAGE 3

1.1.5     "DEBT INSTRUMENT" means any bond, debenture, promissory note or 
other instrument evidencing indebtedness for borrowed money or other 
liability.  

1.1.6     "EMPLOYEE BENEFITS" means:

          (a)  salaries, wages, bonuses, vacation entitlements, commissions,
               fees, stock option plans, stock purchase plans, incentive plans,
               deferred compensation plans, profit sharing plans and other
               similar benefits, plans or arrangements;

          (b)  insurance, health, welfare, disability, pension, retirement,
               travel, hospitalization, medical, dental, legal, counseling, eye
               care and other similar benefits, plans or arrangements;  and

          (c)  agreements or arrangements with any labour union or employee
               association, written or oral employment agreements or
               arrangements and agreements or arrangements for the retention of
               the services of independent contractors, consultants or advisors.

1.1.7     "ENCUMBRANCE" means any mortgage, charge, easement, encroachment, 
lien, adverse claim, assignment by way of security, security interest, 
servitude, pledge, hypothecation, conditional sale agreement, security 
agreement, title retention agreement, financing statement or other 
encumbrance.

1.1.8     "FINANCIAL STATEMENTS" means the July Financial Statements and the 
May Financial Statements.

1.1.9     "FINANCIAL YEAR END" means July 31, 1995.

1.1.10    "GOVERNMENT ENTITY" means: (a) any federal, provincial, municipal, 
local or other governmental department, court, commission, board, bureau, 
agency or instrumentality, domestic or foreign; (b) any subdivision, agent, 
commission, board, or authority of any of the foregoing; or (c) any 
quasi-governmental or private body exercising any regulatory, expropriation 
or taxing authority under or for the account of any of the foregoing.

1.1.11    "GUARANTEE" means any agreement, contract or commitment providing 
for the guarantee, indemnification, assumption or endorsement or any like 
commitment with respect to the obligations, liabilities (contingent or 
otherwise) or indebtedness of any Person.

1.1.12    "HAZARDOUS SUBSTANCE" includes any contaminants, pollutants, 
dangerous substances including asbestos, urea formaldehyde, liquid wastes, 
industrial wastes, toxic substances, hazardous or toxic chemicals, hazardous 
wastes, hazardous materials or hazardous substances either in fact or as 
defined in or pursuant to or regulated by any environmental law, regulation 
or order.

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                                                      SHARE PURCHASE AGREEMENT
                                                                        PAGE 4

1.1.13    "INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS" means:

          (a)  all trade-marks (including logos), trade names, service marks
               and brand names and all applications therefor;

          (b)  all patents (including divisions, reissues, renewals and
               extensions) and all applications therefor; 

          (c)  all copyrights, industrial designs and other industrial property
               rights and all applications therefor; and

          (d)  all know-how, trade secrets and any licenced property or
               technology used in carrying on the business of the Corporation

both domestic and foreign and whether or not registered.

1.1.14    "JUNE FINANCIAL STATEMENTS" has the meaning ascribed to it in Section
9.2.

1.1.15    "JULY FINANCIAL STATEMENTS" means the financial statements of the 
Corporation as at the Financial Year End consisting of the balance sheet of 
the Corporation as at the Financial Year End and the accompanying statement 
of earnings for the 12 month period then ended, reported upon by Soberman, 
Isenbaum & Colomby, Chartered Accountants, a copy of which is annexed hereto 
in Schedule 1.

 .1.16     "MAY FINANCIAL STATEMENTS" means the financial statements of the 
Corporation as at May 31, 1996 consisting of the balance sheet of the 
Corporation as at May 31, 1996 and the accompanying statement of earnings for 
the 10 month period then ended, a copy of which is annexed hereto in Schedule 
1.

1.1.17    "LEASES" means the real or personal property leases or other rights 
of occupancy relating to real property which the Corporation is a party to or 
bound by or subject to, including, without limitation, those set forth and 
described in Schedule 4.

1.1.18    "LEGAL PROCEEDING" means any litigation, action, suit, 
investigation, hearing, claim, complaint, grievance, arbitration proceeding 
or other proceeding and includes any appeal or review and any application for 
same.

1.1.19    "PERSON" means any individual, corporation, firm, partnership, sole 
proprietorship, syndicate, joint venture, trustee, trust, any unincorporated 
organization or association, or such persons' heirs, executors, 
administrators or assigns, as the case may be; and pronouns have a similar 
extended meaning.

1.1.20    "PURCHASE PRICE" means the purchase price payable by the Purchaser 
to the Vendors for the Purchased Shares provided for in Article 4.

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                                                      SHARE PURCHASE AGREEMENT
                                                                        PAGE 5

1.1.21    "PURCHASED SHARES" means 200 common shares and 200 Class A 
preference shares in the capital of the Corporation.

1.2       GENDER AND NUMBER

          In this Agreement words importing a specific gender include all
genders and words importing the singular include the plural and VICE VERSA.

1.3       CURRENCY

          Unless otherwise indicated all dollar amounts referred to in this
Agreement, including the symbol "$", refer to lawful money of Canada.

1.4       ACCOUNTING PRINCIPLES

          Wherever in this Agreement reference is made to generally accepted 
accounting principles such reference shall be deemed to be to the generally 
accepted accounting principles from time to time approved by the Canadian 
Institute of Chartered Accountants, or any successor entity, applicable as at 
the date on which such principles are applied.

1.5       HEADINGS

          The division of this Agreement into Articles and Sections and the 
use of a table of contents and headings are for convenience of reference only 
and shall not affect the interpretation of this Agreement.

                              ARTICLE 2

                              SCHEDULES 

2.1       DESCRIPTION OF SCHEDULES 

          The following are the Schedules attached to and incorporated in 
this Agreement by reference and deemed to be a part hereof:

Schedule 1   -  Financial Statements
Schedule 2   -  Constating Documents
Schedule 3   -  Directors, Officers and Shareholders
Schedule 4   -  Leases
Schedule 5   -  Employees and Employee Benefits
Schedule 6   -  Encumbrances
Schedule 7   -  Insurance Policies
Schedule 8   -  Material Contracts
Schedule 9   -  Banking Information
Schedule 10  -  Intellectual and Industrial Property

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                                                      SHARE PURCHASE AGREEMENT
                                                                        PAGE 6


Schedule 11  -  Form of Release
Schedule 12  -  Arbitration Procedures

                              ARTICLE 3

                     AGREEMENT OF PURCHASE AND SALE

3.1       AGREEMENT OF PURCHASE AND SALE

          Subject to the terms and conditions hereof and effective June 30,
1996:

          (a)  624722 hereby sells, assigns and transfers to the Purchaser and
               the Purchaser hereby purchases 100 common shares and 100 Class A
               preference shares in the capital of the Corporation owned by
               624722;

          (b)  the Trustee hereby sells, assigns and transfers to the Purchaser
               and the Purchaser hereby purchases 60 common shares in the
               capital of the Corporation owned by the Trustee;

          (c)  L. Lasko hereby sells, assigns and transfers to the Purchaser
               and the Purchaser hereby purchases 40 common shares in the 
               capital of the Corporation owned by L. Lasko; and

          (d)  B. Lasko hereby sells, assigns and transfers to the Purchaser 
               and the Purchaser hereby purchases 100 Class A preference shares 
               in the capital of the Corporation owned by B. Lasko.

                                    ARTICLE 4

                                 PURCHASE PRICE

4.1       AMOUNT OF PURCHASE PRICE

          The aggregate Purchase Price payable by the Purchaser to the 
Vendors for the Purchased Shares is the sum of $450,000, subject to 
adjustment dollar for dollar to the extent that the cash of the Corporation 
as at June 30, 1996 as shown on the June Financial Statements is greater or 
less than the aggregate of all of the liabilities of the Corporation as at 
June 30, 1996 as shown on the June Financial Statements as provided for in 
Section 4.2. 

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                                                      SHARE PURCHASE AGREEMENT
                                                                        PAGE 7

4.2  ADJUSTMENT OF PURCHASE PRICE

     Within 7 Business Days following the delivery of the June Financial
Statements to the Purchaser and the Vendors pursuant to Section 9.2, the
Purchaser shall, in the event the cash of the Corporation as at June 30, 1996 is
greater than the aggregate of all of the liabilities of the Corporation as at
June 30, 1996, pay to the Vendors the amount of such excess (to be divided among
the Vendors pro rata to their respective shares of the Purchase Price provided
for in Section 8.2.2), and the Vendors shall, in the event the cash of the
Corporation as at June 30, 1996 is less than the aggregate of all of the
liabilities of the Corporation as at June 30, 1996, pay to the Purchaser the
amount of such deficiency, in each case,  by certified cheque or bank draft.
     
                                   ARTICLE 5
               REPRESENTATIONS AND WARRANTIES OF THE VENDORS

5.1       REPRESENTATIONS AND WARRANTIES RELATING TO THE CORPORATION

          The Vendors hereby jointly and severally represent and warrant to the
Purchaser as follows and acknowledge that the Purchaser is relying on such
representations and warranties in connection with the transactions herein
contemplated:

5.1.1     INCORPORATION AND ORGANIZATION

          The Corporation is a corporation incorporated and subsisting under the
laws of the Province of Ontario.  No proceedings have been instituted or are
pending for the dissolution or liquidation of the Corporation.  Annexed hereto
as Schedule 2 are true and complete copies of the articles of incorporation,
articles of amendment and by-laws of the Corporation.

5.1.2     QUALIFICATION TO DO BUSINESS

          The Corporation has the necessary power, authority and capacity to own
or lease its property and assets and to carry on the Business as now being
conducted by it.  The Corporation is qualified to carry on the Business in the
jurisdiction in which it is conducting the Business.

5.1.3     AUTHORIZED CAPITAL

          The authorized capital of the Corporation consists of an unlimited
number of Class A preference shares, an unlimited number of Class B preference
shares, an unlimited number of Class C preference shares and an unlimited number
of common shares.

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                                                      SHARE PURCHASE AGREEMENT
                                                                        PAGE 8

5.1.4     ISSUED SHARES

          Of the authorized capital of the Corporation, 200 common shares and
200 Class A preference shares have been duly and validly allotted and issued and
are outstanding as fully paid and non-assessable shares.

5.1.5     ISSUE OF SHARES OR CONVERTIBLE SECURITIES

          No Person has any agreement or option or any right capable of becoming
an agreement or option, including any convertible securities, warrants or
convertible obligations of any nature, for the purchase, subscription or
issuance of any unissued shares or other securities of the Corporation.

5.1.6     SUBSIDIARIES 

          The Corporation has no subsidiary and owns no shares in the capital of
any other corporation and has not agreed to acquire any subsidiary or any shares
in the capital of any other corporation.  

5.1.7     FINANCIAL STATEMENTS

     (a)  The July Financial Statements have been prepared in accordance with
generally accepted accounting principles and present fairly:

          (i)  all the assets, liabilities (whether accrued, absolute,
               contingent or otherwise) and the financial condition of the
               Corporation as of the Financial Year End; and

          (ii) the revenues, earnings and results of the operations of the
               Corporation for the 12 month period then ended.

     (b)  The May Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
those of previous years and present fairly:

          (i)  all the assets, liabilities (whether accrued, absolute,
               contingent or otherwise) and the financial condition of the
               Corporation as of May 31, 1996; and

          (ii) the revenues, earnings and results of the operations of the
               Corporation for the 10 month period then ended.

5.1.8     BUSINESS CARRIED ON IN ORDINARY COURSE

          The Business of the Corporation has been carried on in the ordinary
course since the Financial Year End and the Corporation has not, since the
Financial Year End, sold or otherwise disposed of any of its assets to any third
party except in the ordinary course of business.  Since the Financial Year End
there has been no

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                                                      SHARE PURCHASE AGREEMENT
                                                                        PAGE 9

change in the business, operations, affairs or condition of
the Corporation financial or otherwise, or arising as a result of any
legislative or regulatory change, revocation of any license or right to do
business, fire, explosion, accident, casualty, labour problem, flood, drought,
riot, storm, Act of God or otherwise, except changes occurring in the ordinary
course of business and which, in the aggregate, have not materially adversely
affected and will not materially adversely affect the business, operations,
affairs or condition of the Corporation.

5.1.9     ABSENCE OF UNUSUAL TRANSACTIONS

          Since the date of the Financial Year End, the Corporation has not,
except as disclosed in the Schedules:

          (a)  transferred, assigned, sold or otherwise disposed of any of its
               assets except in the ordinary and usual course of business;

          (b)  suffered any extraordinary loss, or waived any rights of
               substantial value, or entered into any commitment or transaction
               not in the ordinary and usual course of business where such loss,
               rights, commitment or transaction is or would be material in
               relation to the Corporation;

          (c)  mortgaged, pledged, subjected to lien, granted a security
               interest in or otherwise encumbered any of the assets of the
               Corporation; or

          (d)  authorized or agreed or otherwise become committed to do any of
               the foregoing.

5.1.10    MINUTE BOOKS AND CORPORATE RECORDS

          The corporate records and minute books of the Corporation contain
originals of all of the constating documents and amendments thereto and complete
and accurate minutes of all meetings of and copies of all by-laws and
resolutions passed by the directors and shareholders of the Corporation since
its incorporation; all such meetings were duly called and held, all such by-laws
and resolutions were duly passed and the share certificate books, registers of
shareholders, registers of transfers, registers of directors, register of debt
holders and other corporate registers of the Corporation are complete and
accurate in all material respects. The Corporation is not a party to or bound by
or subject to any shareholder agreement governing the affairs of the Corporation
or the relationships, rights and duties of shareholders.  Schedule 3 sets out
the name of each officer, director and shareholder of record of the Corporation.

5.1.11    ACCURACY OF BOOKS AND RECORDS

          The books and records, accounting financial and otherwise, of the
Corporation fairly and correctly set out and disclose in all material respects
the

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                                                      SHARE PURCHASE AGREEMENT
                                                                       PAGE 10

financial position of the Corporation as at the date hereof and all material
financial transactions of the Corporation have been accurately recorded in such
books and records in conformity with generally accepted accounting principles.

5.1.12    NO GUARANTEES, ETC.

          The Corporation is not a party to or bound by any agreement of
guarantee, indemnification, assumption or endorsement or any like commitment of
the obligations, liabilities (contingent or otherwise) or indebtedness of any
other Person. 

5.1.13    NO DIVIDENDS, ETC.

          Except as disclosed in the Financial Statements, since the date of the
Financial Year End, the Corporation has not declared or paid and has not been
deemed under the INCOME TAX ACT (Canada) to have declared or paid any dividends
or declared or made any other distribution on any of its outstanding securities
and has not redeemed, purchased or otherwise acquired any of its outstanding
securities or agreed to do so. 

5.1.14    PAYMENTS TO EMPLOYEES AND OTHERS

     (a)  No payments have been made or authorized since the Financial Year End
by the Corporation to its officers, directors, shareholders or employees, to its
former officers, directors, shareholders or employees or to any Person not
dealing at arms' length (as such term is construed under the INCOME TAX ACT
(Canada)) with any of the foregoing, except in the ordinary course of business
and at the regular rates payable to them as salaries, pensions, bonuses, rents,
management fees or other remuneration of any nature.

     (b)  The aggregate amount of salaries, pensions, bonuses, rents, management
fees or other remuneration of any nature paid or payable by the Corporation to
or for the benefit of any of the Vendors or to or for the benefit of any Person
not dealing at arms' length (as such term is construed under the INCOME TAX ACT
(Canada)) with them, during the 22 month period ended May 31, 1996 are
accurately reflected in the Financial Statements, and since that date have been
made at no greater rates than those prevailing at the end of the said period.

5.1.15    CAPITAL EXPENDITURES

          No capital expenditures have been made or authorized by the
Corporation since the Financial Year End except in the ordinary course of
business. 

5.1.16    EMPLOYMENT AND EMPLOYEE BENEFIT MATTERS

     (a)  Except as set forth in Schedule 5, (i) the Corporation is not a party
to any written or oral agreement or arrangement with respect to Employee
Benefits and no such agreement or arrangement contains any specific provision as
to notice 

<PAGE>

                                                      SHARE PURCHASE AGREEMENT
                                                                       PAGE 11

of termination or severance pay in lieu thereof;  (ii) the Corporation
is not in arrears in the payment of any contribution or assessment required to
be made by it pursuant to any of the agreements or arrangements set forth in
Schedule 5; and (iii) all obligations of the Corporation with respect to
Employee Benefits are reflected in and have been fully accrued in the Financial
Statements.

     (b)  The Corporation has not made any agreements with any labour union or
employee association or made commitments to or conducted negotiations with any
labour union or employee association with respect to any future agreements, and
the Corporation is not required to recognize any union or employee association
representing the employees or any agent having bargaining rights for the
employees and the Vendors are not aware of any current attempts to organize or
establish any labour union or employee association in the Corporation.

     (c)  The Corporation has a total of 11 employees and 2 consultants employed
or working in the Business.  The names of such individuals, their years of
service, their title or job description and the Employee Benefits to which they
are entitled are set forth in Schedule 5.

     (d)  The Vendors have no reason to believe that any employee or consultant
of the Corporation would terminate his or her employment due to the transactions
contemplated by this Agreement.

     (e)  The Corporation is not liable for any damages to any employee,
consultant, former employee or former consultant resulting from the violation of
any applicable employment law or employment agreement.

     (f)  There is not, and has never been, any pension or retirement plan in
effect for the employees of the Corporation.

5.1.17    TITLE TO PERSONAL PROPERTY

          The Corporation is the owner of all of its personal property (other
than any personal property leased to it) with good and marketable title thereto
free and clear of any Encumbrance, except as set forth in Schedule 6.  All of
the personal property owned or leased by the Corporation is located at the
leased premises referred to in Section 5.1.19.

5.1.18    DEBT INSTRUMENTS

          The Corporation is not a party to or bound by or subject to any Debt
Instrument or any agreement, contract or commitment to create, assume or issue
any Debt Instrument and no Debt Instrument or Encumbrance which the Corporation
is a party to or bound by or subject to is dependent upon the Guarantee of or
any security provided by any other Person.

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                                                      SHARE PURCHASE AGREEMENT
                                                                       PAGE 12

5.1.19    REAL PROPERTY

          Except for the Lease set out in Part A of Schedule 4, the Corporation
does not own or have any interest in or is a party to any agreement to purchase
any real property.

5.1.20    LEASES

     (a)  The Corporation is not a party to or bound by or subject to nor agreed
or become bound to enter into any real or personal property lease or other right
of occupancy relating to real property, whether as lessor or lessee, except for
the Leases set forth and described in Schedule 4.

     (b)  Each of the Leases is valid and subsisting and in good standing, there
is no default thereunder and the Corporation is entitled to all rights and
benefits thereunder.  Subject to obtaining any necessary consents, approvals,
permits and acknowledgments required under the Leases, the completion of the
transactions herein contemplated will not afford any of the parties to any Lease
or any other Person (other than the Corporation) the right to terminate any
Lease nor will the completion of the transactions herein contemplated result in
any additional or more onerous obligation on the Corporation under any Lease.

5.1.21    INSURANCE

          Since the commencement of the Corporation's business, the Corporation
has maintained fire (with extended risk and casualty coverage), liability,
business interruption, use and occupancy and other forms of insurance with
reputable and sound insurers covering its property and assets and protecting its
Business in amounts and against such losses and claims as are generally
maintained for comparable businesses and properties.  Schedule 7 lists all
policies of such insurance currently maintained by the Corporation on its assets
and personnel together with a brief description of each such policy including
the type of policy, name of insurer, policy number, coverage limits, expiration
dates, annual premiums and any material claims thereunder and true and complete
copies of the most recent inspection reports, if any, received from insurance
underwriters as to the condition of insurance value of their respective assets; 
the Corporation is not in default with respect to any of the material provisions
contained in any such insurance policy nor has it failed to give any notice or
present any claim under any such insurance policy in due and timely fashion.  To
the best of the knowledge of the Vendors (a) there are no circumstances which
would or might entitle the Corporation to make a claim under any of such
insurance policies or which would or might be required under any of such
policies to be notified to the insurers;  (b) no material claim under any such
policy has been made by the Corporation since the Financial Year End;  (c) none
of such policies is subject to any special or unusual terms or restrictions or
provides for a premium in excess of the normal rate;  (d) no notice of
cancellation or non-renewal with respect to, nor disallowance of any claim under
or with respect to any such policy or policies has been received by the

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                                                      SHARE PURCHASE AGREEMENT
                                                                       PAGE 13

Corporation;  and (e) all premiums due in connection with such policies have
been fully paid.  The Vendors have no knowledge of any circumstances or
occurrences pertaining to the Business or the Corporation which might form the
basis of a material increase in premiums for the current insurance coverage
maintained by the Corporation.

5.1.22    MATERIAL CONTRACTS

          Except for the material contracts described in Schedule 8, the
employment, service, union, pension, deferred profit sharing and other similar
agreements described in Schedule 5, the Leases described in Schedule 4, the
insurance policies described in Schedule 7 and agreements, contracts and
commitments entered into in the ordinary course of business, the Corporation
does not have any outstanding agreement, contract or commitment, whether written
or oral, of any nature or kind whatsoever.  Except for consents required under
the Leases or as specifically noted on any of the said Schedules, no consents
are required from the parties to the said contracts, agreements, engagements or
commitments to the change in control of the Corporation contemplated hereby or
the proposed subsequent wind-up of the Corporation into the Purchaser. 

5.1.23    NO DEFAULT UNDER AGREEMENTS

          Except as disclosed in the Schedules, the Corporation is not in
default under or in breach of any material contract, agreement (whether written
or oral), indenture or other instrument to which it is a party or by which it is
bound, there exists no set of facts which, after notice or lapse of time or
both, would constitute such a default or breach, and each of such contracts,
agreements, indentures or other instruments is now in good standing and in full
force and effect without amendment thereto and the Corporation is entitled to
all rights and benefits thereunder.

5.1.24    NON-ARM'S LENGTH CONTRACTS

          Except as disclosed in this Agreement, the Corporation is not a party
to any contract, agreement or arrangement with any associated or affiliated
corporation within the meaning of the BUSINESS CORPORATIONS ACT (Canada), as
amended, or with any Person with which it does not deal at arm's length within
the meaning of the INCOME TAX ACT (Canada).

5.1.25    NO LOANS TO DIRECTORS, ETC.

          Except as described in the Financial Statements, the Corporation does
not have a loan or other indebtedness outstanding (other than the normal
salaries, bonuses, fringe benefits and the obligation to reimburse for expenses
incurred on behalf of the Corporation, in the normal course of employment) which
has been made or incurred to any director, officer, shareholder or employee, to
any former director, officer, shareholder or employee of the Corporation, or to
any Person with 

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                                                      SHARE PURCHASE AGREEMENT
                                                                       PAGE 14

which it or any of the foregoing do not deal at arm's length
within the meaning of the INCOME TAX ACT (Canada).

5.1.26    LITIGATION

          There are no Legal Proceedings (whether or not purportedly on behalf
of the Corporation) pending or threatened against or affecting the Corporation,
at law or in equity or before or by any federal, provincial, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, or by or before any arbitration; none of
the Vendors is aware of any existing grounds on which any such Legal Proceeding
might be commenced with any reasonable likelihood of success; and there is not
currently outstanding against the Corporation any judgment, decree, injunction,
ruling, order or award of any court, governmental department, commission, board,
bureau, agency, instrumentality, domestic or foreign, or arbitrator.

5.1.27    BANKING INFORMATION

          Schedule 9 sets forth and describes (a) the name and location
(including municipal address) of each bank, trust company or other institution
in which the Corporation has an account, money on deposit or a safety deposit
box and the name of each Person authorized to draw thereon or to have access
thereto;  and (b) the name of each person holding a general or special power of
attorney from the Corporation and a summary of the terms thereto.

5.1.28    TAX AND GOVERNMENT RETURNS

          The Corporation has duly filed in the prescribed manner and within the
prescribed time all tax returns required to be filed by it (including any and
all tax elections available to the Corporation in relation to such tax returns)
and all information returns as to which the non-filing or late filing could
result in interest or penalties; such tax and information returns are true,
correct and complete and the Corporation has made complete and accurate
disclosure in such returns and has paid all taxes shown on such returns as being
due and payable and has also paid all assessments and reassessments and all
other taxes, governmental charges, penalties, interest and fines due and payable
by the Corporation up to the date hereof.  The Corporation has made adequate
provision for the taxes which are payable during the current fiscal period for
which tax returns are not yet required to be filed.  There are no agreements,
waivers or other arrangements providing for an extension of time with respect to
the assessment or reassessment of income tax or the filing of any tax return by,
or payment of any tax by, or levying of any governmental charge against the
Corporation.  There are no actions, audits, assessments, reassessments, suits,
proceedings, investigations or claims now pending, or to the best of the
knowledge of the Vendors, threatened against the Corporation in respect of taxes
or governmental charges or any matters under discussion with any Government
Entity relating to taxes or governmental charges asserted by any such Government
Entity.  The Corporation has withheld from each payment made by it the amount of

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                                                      SHARE PURCHASE AGREEMENT
                                                                       PAGE 15

all taxes and other deductions required to be withheld therefrom and has paid
the same to the proper taxing or other authority within the time prescribed
under any applicable legislation or regulation.

5.1.29    ACCOUNTS RECEIVABLE

          The accounts receivable recorded on the books of the Corporation 
arose in the ordinary course of business, and, other than the accounts
receivable disclosed in the Financial Statements as reserved or doubtful, are
BONA FIDE and good and collectible without any set-off or counterclaim.

5.1.30    COMPLIANCE WITH APPLICABLE LAWS, ETC.

          The Corporation has conducted and is conducting the Business in
material compliance with all applicable laws, rules and regulations of the
jurisdiction in which the Business is carried on and is not in material breach
of any such laws, rules or regulations, and has all material licenses,
registrations or qualifications in each jurisdiction in which it owns or leases
assets or carries on the Business, to enable the Business to be carried on as
now conducted and its property and assets to be owned, leased and operated, and
all such material licenses, registrations and qualifications are valid and
subsisting and in good standing and none of the same contains any burdensome
term, provision, condition or limitation which has or may have an adverse effect
on the operation of the said Business.

5.1.31    ENVIRONMENTAL MATTERS

          The Business as carried on by the Corporation has been and is in
compliance with all environmental laws, regulations and orders, except for any
non-compliance which would not have a material adverse effect individually or in
the aggregate upon the Business or the Corporation.  There does not exist a
state of facts or event which could give rise to a notice of material non-
compliance with any environmental laws, regulations or orders.  The Corporation
has not used any of the premises pertaining to the Business nor permitted them
to be used, to generate, manufacture, refine, treat, transport, store, handle,
dispose, transfer or process Hazardous Substances except in material compliance
with all environmental laws, regulations and orders.  The Corporation has not
caused or permitted the release of any Hazardous Substances on or off-site of
the premises.  The Corporation has not received any notice, citation, directive,
order, claim, letter or other communication from any Government Entity that the
Corporation is potentially responsible for a domestic or foreign, federal,
provincial, state, municipal or local clean-up site or corrective action under
any environmental law, regulation or order and the Corporation has no knowledge
of any facts that could give rise thereto.

5.1.32    NO LIABILITIES, ETC.

          There are no liabilities of the Corporation of any kind whatsoever,
contingent or otherwise, existing on the date hereof in respect of which the

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                                                      SHARE PURCHASE AGREEMENT
                                                                       PAGE 16

Corporation may be liable on or after the completion of the transactions
contemplated by this Agreement other than:

          (a)  liabilities (including liabilities for unpaid taxes) disclosed
               on, reflected in or provided for in the Financial Statements;

          (b)  liabilities disclosed or referred to in this Agreement or the
               Schedules; and

          (c)  liabilities incurred in the ordinary course of business and
               attributable to the period since May 31, 1996,

none of which is materially adverse to the Business, operations, affairs or
financial condition of the Corporation.

5.1.33    INTELLECTUAL PROPERTY RIGHTS

          Schedule 10 sets forth a complete description of all Intellectual and
Industrial Property Rights used in whole or in part in the Business of the
Corporation.  All of such Intellectual and Industrial Property Rights are owned
by or licensed to the Corporation and the Corporation has the sole and exclusive
right to use the same, such are in good standing, and no royalty payments,
licence fees or other charges are payable in respect thereof.

          To the best of the knowledge of the Vendors, the Corporation in
conducting the Business does not infringe upon the Intellectual and Industrial
Property Rights of any other Person.

5.1.34    NO REFERRAL FEES

          None of the Vendors, the Corporation or any employee or consultant of
the Corporation has made any payment of any kind whatsoever to any Person on
account of or in consideration for the referral or direction by such Person of
any patients to the Corporation, including, without limitation, any payments to
any physicians in respect of services performed by such physicians which are in
amounts greater than the fair value of, or the usual charge for, such services. 

5.1.35    JUNE FINANCIAL STATEMENTS

          The June Financial Statements will reflect sufficient cash on hand to
satisfy all liabilities of the Corporation.

5.1.36    KNOWLEDGE OF MATTERS GENERALLY

          Neither of the Vendors has any information or knowledge of any facts
relating to the Purchased Shares, the Corporation or the Business which, if
known to the Purchaser, might reasonably be expected to deter the Purchaser from
entering into this Agreement and completing the transactions herein
contemplated.
<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 17


5.2  REPRESENTATIONS AND WARRANTIES RELATING TO THE VENDORS

     Each of the Vendors hereby severally represents and warrants as follows to
the Purchaser in respect of such Vendor to the extent that such representations
and warranties are applicable to such Vendor, and acknowledges that the
Purchaser is relying on such representations and warranties in connection with
the transactions herein contemplated:

5.2.1     AGE OF MAJORITY/POWER AND AUTHORITY

     (a)  Such Vendor (if an individual) has obtained the age of majority in the
jurisdiction in which such Vendor resides.

     (b)  Such Vendor, if a body corporate, is a subsisting corporation duly and
validly incorporated and organized under the laws of its jurisdiction of
incorporation and has all the necessary corporate power, authority and capacity
to enter into this Agreement and all other agreements, instruments and documents
to be delivered pursuant hereto to which such Vendor is a party and to carry out
its obligations hereunder and thereunder.  Such Vendor is not in contravention
of its constating documents or by-laws.

     (c)  Such Vendor, if a trustee of a trust, has all the necessary power,
authority and capacity to enter into this Agreement and all other agreements,
instruments and documents to be delivered pursuant hereto to which such Vendor
is a party and to carry out her obligations hereunder and thereunder.

     (d)  The execution and delivery of this Agreement and all other agreements,
instruments and documents to be delivered pursuant hereto by such Vendor, if a
body corporate, and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part
of such Vendor including, where applicable, all necessary shareholder action.

5.2.2     OWNERSHIP OF PURCHASED SHARES

     (a)  624722 is the registered and beneficial owner of 100 common shares and
          100 Class A preference shares in the capital of the Corporation free
          of any Encumbrances;

     (b)  the Trustee is the registered and beneficial owner of 60 common shares
          in the capital of the Corporation free of any Encumbrances;

     (c)  L. Lasko is the registered and beneficial owner of 40 common shares in
          the capital of the Corporation free of any Encumbrances; and

     (d)  B. Lasko is the registered and beneficial owner of 100 Class A
          preference shares in the capital of the Corporation free of any
          Encumbrances.


<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 18


5.2.3     ENFORCEABILITY OF OBLIGATIONS

          This Agreement constitutes, and when executed and delivered, each
agreement, instrument and document to be delivered pursuant hereto to which such
Vendor is a party will constitute, valid and binding obligations of such Vendor
enforceable against such Vendor in accordance with its respective terms, subject
to limitations with respect to enforcement imposed by law in connection with
bankruptcy or similar proceedings which may affect the enforcement of creditors'
rights generally and to the extent that equitable remedies, including specific
performance and injunction, are in the discretion of the court from which they
are sought.

5.2.4     COMPLIANCE WITH OTHER INSTRUMENTS

          The execution, delivery and performance by such Vendor of this
Agreement and all other agreements, instruments and documents to be delivered
pursuant hereto to which such Vendor is a party, and the consummation by such
Vendor of the transactions contemplated hereby and thereby in accordance with
the terms hereof and thereof, will not result in any material violation of or
conflict with, constitute a material default (with or without notice for the
passage of time) under, or give rise to a right of termination, cancellation or
acceleration of, or result in the imposition of a lien upon the Purchased Shares
held by such Vendor, or require any consent under, any term, condition or
provision of:  (a) any law or order, judgment or decree by which such Vendor is
bound, (b)  any agreement or instrument to which such Vendor is a party or by
which such Vendor is bound, or (c) any note, bond, debt instrument, trust
indenture or other indebtedness of such Vendor.

5.2.5     NO OPTIONS

          No Person other than the Purchaser under this Agreement has any
agreement or option or any right capable of becoming an agreement or option for
the purchase from such Vendor of any of the Purchased Shares owned by such
Vendor respectively.

5.2.6     LITIGATION

          There are no Legal Proceedings pending, threatened against or
affecting the title of such Vendor to the Purchased Shares or such Vendor's
ability to perform his obligations hereunder at law or in equity or before or by
any federal, provincial, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, or by
or before any arbitrator; and such Vendor is not aware of any grounds on which
any such Legal Proceeding might be commenced with any reasonable likelihood of
success.

<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 19

5.2.7     STATUS

          Such Vendor is not a non-resident of Canada within the meaning of
Section 116 of the INCOME TAX ACT (Canada).

5.2.8     BANKRUPTCY

          Such Vendor is not insolvent and has not: (a) proposed a compromise or
arrangement to any of such Vendor's creditors generally, (b) had any petition or
receiving order in bankruptcy filed against such Vendor, (c) taken any
proceeding with respect to a compromise or arrangement or become subject to such
proceeding, (d) taken or become subject to any proceeding to have such Vendor
declared bankrupt or wound-up, (e) taken any proceeding or become subject to any
proceeding to have a receiver appointed over any part of such Vendor's assets,
(f) had any encumbrancer take possession of any of such Vendor's property, or
(g) had any execution or distress become enforceable or become levied upon any
of such Vendor's property.


                              ARTICLE 6

            REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          The Purchaser hereby represents and warrants to each of the Vendors as
follows and acknowledges that each of them is relying on such representations
and warranties in connection with the transactions herein contemplated:

6.1.1     INCORPORATION, ORGANIZATION AND AUTHORITY OF THE PURCHASER;
          DUE AUTHORIZATION OF AGREEMENT;  ENFORCEABILITY OF OBLIGATIONS

          The Purchaser is a corporation amalgamated and subsisting under the
laws of the Province of Ontario and has the necessary corporate power and
authority to enter into this Agreement, to purchase the Purchased Shares from
the Vendors as herein contemplated and to perform its other obligations
hereunder.  The entering into of this Agreement and the consummation of the
transactions herein contemplated have been duly authorized by all necessary
corporate action on behalf of the Purchaser and this Agreement has been duly
executed and delivered by the Purchaser and constitutes a valid and binding
obligation of the Purchaser enforceable against it in accordance with its terms,
subject to the qualification that enforcement of this Agreement or any judgment
arising out of or in connection therewith may be limited by applicable
bankruptcy, insolvency and other laws of general application affecting
creditors' rights from time to time in effect and the


<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 20

discretion of courts of competent jurisdiction respecting the enforcement of 
rights by way of equitable remedy.

6.1.2     ABSENCE OF CONFLICTING AGREEMENTS

          The Purchaser is not a party to, bound or affected by or subject to
any indenture, mortgage, lease, agreement, instrument, charter or by-law
provision, order, judgment or decree which would be violated, contravened or
breached by the execution and delivery by the Purchaser of this Agreement or the
performance by the Purchaser of any of the terms hereof.

6.1.3     LITIGATION

          There is no Legal Proceeding in progress, pending or, to the best of
the knowledge of the Purchaser, threatened against or relating to the Purchaser
or any judgment, decree, injunction, rule or order of any court, governmental
department, commission, agent, instrumentality or arbitrator currently
outstanding against the Purchaser which in any such case might affect the
ability of the Purchaser to enter into this Agreement or to consummate the
transactions contemplated hereby and the Purchaser is not aware of any existing
ground on which any such Legal Proceeding may be commenced with any reasonable
likelihood of success.



                              ARTICLE 7

            SURVIVAL OF REPRESENTATIONS AND WARRANTIES

7.1       SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE VENDORS

          All representations and warranties of each of the Vendors contained in
this Agreement and in any agreement, certificate or other document delivered or
given pursuant to or in connection with this Agreement, notwithstanding any
investigation made by or on behalf of the Purchaser with respect thereto, shall
survive and continue in full force and effect for the benefit of the Purchaser:

          (a)  in the case of matters other than tax matters referred to in
               Section 5.1.28 hereof and other than matters relating to title of
               the Vendors to the Purchased Shares, for a period of two years
               from the date of Closing; 

          (b)  in respect of tax matters referred to in Section 5.1.28, unless
               resulting from any misrepresentation (that is attributable to
               neglect, carelessness or willful default) made or fraud committed
               in filing a return or supplying information for the purposes of
               the INCOME TAX ACT (CANADA), or any other legislation imposing
               tax on the Corporation for the period commencing on the date of


<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 21

               Closing and ending on the date on which the last applicable
               limitation period under any applicable income tax or other tax
               legislation expires with respect to any taxation year which is
               relevant in determining any liability under this Agreement with
               respect to such particular tax matter;  and

          (c)  there shall be no limit on the representations and warranties
               relating to title of the Vendors to the Purchased Shares or
               relating to the tax liability of the Corporation based on any
               misrepresentation made or fraud committed in filing a return or
               supplying information for purposes of any legislation imposing
               tax on the Corporation;

and any claim in respect thereof (except a claim based on fraud) shall be made
within such period in accordance with the provisions set out in Article 10 and
upon the expiry of such a period neither of the Vendors shall have any further
liability to the Purchaser hereunder with respect to any such representations or
warranties, except in respect of claims which have theretofore been made in
accordance with the provisions set forth above.

7.2       SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          The representations and warranties of the Purchaser contained in this
Agreement and in any agreement, certificate or other document delivered or given
pursuant to or in connection with this Agreement, notwithstanding any
investigation made by or on behalf of the Vendors, shall survive the Closing and
continue in full force and effect for the benefit of each of the Vendors for a
period of two years from the date of Closing provided, however, that any claim
in respect thereof shall be made within such period in accordance with the
provisions set out in Article 10 and upon the expiry of such period the
Purchaser shall have no further liability to either of the Vendors with respect
to any such representations or warranties.

7.3       SURVIVAL OF COVENANTS

          All covenants of the parties contained in this Agreement (including,
without limitation, the indemnity covenants) or in any agreement or other
document delivered or given pursuant to or in connection with this Agreement
shall survive the execution of this Agreement.

<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 22


                              ARTICLE 8

                        CLOSING ARRANGEMENTS

8.1       TIME AND PLACE OF CLOSING

          The Closing shall take place at 4:00 p.m. in the forenoon on July 2,
1996 at the offices of Fraser & Beatty, 42nd Floor, 1 First Canadian Place,
Toronto, Ontario, or at such other time and place as may be agreed upon between
the parties hereto.

8.2       CLOSING ARRANGEMENTS

          Each of the Vendors and the Purchaser covenant and agree with one
another that contemporaneously with the execution and delivery of this
Agreement:

8.2.1     TRANSFER OF PURCHASED SHARES

          Each of the Vendors shall (a) deliver or cause to be delivered to the
Purchaser certificates representing the Purchased Shares owned by him duly
endorsed in blank for transfer or accompanied by a stock transfer power; and
(b)  take, and shall cause the Corporation to take, all necessary steps and
proceedings as approved by counsel for the Purchaser to permit the Purchased
Shares to be duly and validly transferred to the Purchaser and/or its nominees,
to have such transfers duly and validly recorded on the books of the Corporation
so that the Purchaser and/or its nominees are entered on the books of the
Corporation as the holder or holders of the Purchased Shares and to issue one or
more share certificates to the Purchaser and/or its nominees representing the
Purchased Shares.

8.2.2     PAYMENT OF PURCHASE PRICE

          The Purchaser shall pay the Purchase Price as follows:

          (a)  as to $225,000, by the delivery by the Purchaser to 624722 of a
               certified cheque or bank draft payable to the order of 624722;

          (b)  as to $134,999.40, by the delivery by the Purchaser to the
               Trustee of a certified cheque or bank draft payable to the order
               of the Trustee;

          (c)  as to $89,999.60, by the delivery by the Purchaser to L. Lasko of
               a certified cheque or bank draft payable to the order of L.
               Lasko; and

          (d)  as to $1.00, by the delivery by the Purchaser to B. Lasko of a
               certified cheque or bank draft payable to the order of B. Lasko.

<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 23


8.2.3     DELIVERY OF BOOKS AND RECORDS

          The Vendors shall deliver or cause the Corporation to deliver to the
Purchaser all of the Corporation's documents including the minute and record
books, corporate records and documents, corporate seals, books of account,
accounting records, past financial statements, tax returns, share certificate
books and share records, title documents and surveys, Intellectual and
Industrial Property Rights owned by and licence agreements or arrangements with
respect to Intellectual and Industrial Property Rights held by the Corporation,
licences, registrations and permits held by the Corporation, Encumbrances,
agreements, contracts and commitments which the Corporation is a party to or
bound by or subject to, lists of suppliers and clients of the Business and all
other documents, files, records and other data, financial or otherwise, of the
Corporation which may be in the possession of the Corporation or any of the
Vendors.

8.2.4     RESIGNATIONS OF DIRECTORS AND OFFICERS 

          Each of the Vendors shall cause such directors and officers of the
Corporation as the Purchaser may specify to resign in favour of nominees of the
Purchaser.

8.2.5     RELEASES

          Each of the Vendors shall cause to be executed and delivered to the
Purchaser a release by each of them and by each director and officer of the
Corporation and such other Persons as the Purchaser may specify, each such
release to be in the form annexed hereto as Schedule 11.

8.2.6     CONSULTANCY LETTER

          Lasko and the Purchaser shall enter into a consultancy arrangement to
be set out in a letter between them, which letter shall be in form and substance
satisfactory to Lasko and the Purchaser.



                              ARTICLE 9

                              COVENANTS

9.1       NON-COMPETITION

     (a)  Weisz shall not, without the prior written consent of the Purchaser,
for a period of three years following the date hereof,  either individually or
in conjunction with any other Person, as principal, agent, partner, co-venturer,
shareholder (except as a holder of less than 5% of the shares of a publicly-
traded corporation), investor, advisor, consultant, officer, director, employee
or otherwise in any manner whatsoever, directly or indirectly, (i) become
engaged in or interested


<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 24

in or associated in any manner with any business in the Municipality of 
Metropolitan Toronto or within the three mile radius of the Municipality of 
Metropolitan Toronto which is the same as or similar to or competitive with 
the Business carried on by the Corporation or the Purchaser, provided, 
however, that Weisz is expressly permitted to be so engaged in or so 
interested in or associated in any manner with any such business which has 
annual gross revenues of less than $500,000 per annum, and which operates out 
of only one location from time to time in the City of Toronto; or (ii) 
solicit or attempt to solicit any patients, employees or consultants of the 
Business, the Corporation or the Purchaser away from the Corporation or the 
Purchaser.

     (b)  Lasko shall not, without the prior written consent of the Purchaser,
for a period of three years following the date following the termination of
Lasko's consultancy arrangement with the Purchaser pursuant to the letter
agreement referred to in Section 8.2.6,  either individually or in conjunction
with any other Person, as principal, agent, partner, co-venturer, shareholder
(except as a holder of less than 5% of the shares of a publicly-traded
corporation), investor, advisor, consultant, officer, director, employee or
otherwise in any manner whatsoever, directly or indirectly, (i) become engaged
in or interested in or associated in any manner with any business in the
Municipality of Metropolitan Toronto or within the three mile radius of the
Municipality of Metropolitan Toronto which is the same as or similar to or
competitive with the Business carried on by the Corporation or the Purchaser; or
(ii) solicit or attempt to solicit any patients, employees or consultants of the
Business, the Corporation or the Purchaser away from the Corporation or the
Purchaser.

     (c)  Each of Weisz and Lasko acknowledges and agrees that irreparable
injury may result to the Corporation and the Purchaser in the event of any
breach of the provisions of this Section and that, in such event, the remedy at
law for any such breach will be inadequate.  Accordingly, each of Weisz and
Lasko agrees that, if he shall engage in any act or activity in breach of the
provisions of this Section, the Corporation or the Purchaser shall be entitled,
in addition to any other remedies and damages that may be available at law or
under this Agreement, to injunctive relief to enforce the provisions of this
Section.

9.2       JUNE FINANCIAL STATEMENTS

          The Purchaser shall, within 45 days of the Closing, prepare, and cause
Soberman, Isenbaum & Colomby to provide the Corporation and the parties hereto
with a review engagement report in respect of, the financial statements of the
Corporation as at June 30, 1996 (the "June Financial Statements") which
financial statements shall consist of the balance sheet of the Corporation as at
June 30, 1996 and the accompanying statements of earnings and retained earnings
for the 11 month period then ended.

<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 25


9.3       LEASE CONSENTS

          The Vendors will use their best efforts to obtain, at the Vendors'
expense, all consents, approvals, permits and acknowledgments required under the
Leases to the change in control of the Corporation contemplated hereby.

9.4       ACCESS TO BOOKS AND RECORDS

          For a period of 5 years following the date hereof, the Purchaser
shall, during reasonable business hours and upon at least 48 hours prior notice
from a Vendor, provide such Vendor or its representatives with access to any and
all books and records of the Business existing as of the date hereof.



                              ARTICLE 10

                           INDEMNIFICATION

10.1      INDEMNIFICATION BY THE VENDORS

          Subject to the provisos herein contained, each of the Vendors hereby
jointly and severally agrees to indemnify and hold harmless the Purchaser from
and against all losses, costs, damages and liabilities suffered or incurred by
the Purchaser relating to, arising from, or as a result of any breach of any
representation, any warranty or covenant on the part of such Vendor contained in
this Agreement or in any agreement or other document delivered to the Purchaser
pursuant to or in connection with this Agreement, including, without limitation,
all claims, actions, suits, demands, costs and expenses, including reasonable
legal and accounting fees, in respect of the foregoing; provided, however that
the aggregate liability of the Vendors to the Purchaser hereunder shall not
exceed $450,000.

10.2      INDEMNIFICATION BY THE PURCHASER

          The Purchaser hereby agrees to indemnify and hold each of the Vendors
harmless from and against all losses, costs, damages and liabilities suffered or
incurred by each such Vendor relating to, arising from, or as a result of any
breach of any representation, any warranty or covenant on the part of the
Purchaser contained in this Agreement or in any agreement or other document or
instrument delivered to the Vendors pursuant to or in connection with this
Agreement, including without limitation, all claims, actions, suits, demands,
costs and expenses, including reasonable legal and accounting fees, in respect
of the foregoing.

10.3      NOTICE OF CLAIM

          If (a) the Purchaser or (b) either of the Vendors wishes to make a
claim for indemnification (a "Claim") pursuant to this Article 10 (such
claimant(s) herein called the "Indemnified Party") against either of the Vendors
or the Purchaser, as the case may be (herein called the "Indemnifying Party"),
the Indemnified Party


<PAGE>

                                                      Share Purchase Agreement
                                                                       Page 26

shall promptly give notice to the Indemnifying Party of the Claim.  Such 
notice shall specify whether the Claim originates with the Indemnified Party 
(an "Original Claim") or with a Person other than the Indemnified Party (a 
"Third Party Claim"), and shall also specify with reasonable particularity 
(to the extent that the information is available):

          (i)   the factual basis for the Claim; and

          (ii)  the amount of the Claim or, if an amount is not then
                determinable, an approximate and reasonable estimate of the
                potential amount of the Claim.

10.4      PROCEDURE FOR INDEMNIFICATION

10.4.1    CLAIMS OTHER THAN THIRD PARTY CLAIMS

          Following receipt of notice of a Claim from an Indemnified Party, the
Indemnifying Party shall have 30 days (or such lesser period as may be required
by law to file a defence) to make such investigation of the Claim as the
Indemnifying Party considers necessary or desirable. For the purpose of such
investigation, the Indemnified Party shall make available to the Indemnifying
Party and its authorized representatives the information relied upon by the
Indemnified Party to substantiate the Claim. If the Indemnified Party and the
Indemnifying Party agree at or prior to the expiration of such 30 day period (or
any mutually agreed upon extension thereof) to the validity and amount of the
Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the
full agreed upon amount of the Claim.

10.4.2    THIRD PARTY CLAIMS

          With respect to any Third Party Claim, the Indemnifying Party shall
have the right exercisable by written notice to the Indemnified Party not later
than 30 days (or such lesser period as may be required by law to file a defence)
following the Indemnifying Party's receipt of the notice of the Third Party
Claim pursuant to Section 10.3 and at its own expense, to participate in or
assume control of the negotiation, settlement or defence of the Third Party
Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified
Party for all of the Indemnified Party's reasonable out-of-pocket expenses as a
result of such participation or assumption and, at the Indemnified Party's
request, furnish the Indemnified Party with reasonable security against any
costs or liabilities to which the Indemnified Party may be or become exposed by
reason of such negotiation, settlement or defence. If the Indemnifying Party
elects to assume such control, the Indemnified Party shall cooperate with the
Indemnifying Party, shall have the right to fully participate in the
negotiation, settlement or defence of such Third Party Claim at its own expense
and shall have the right to disagree on reasonable grounds with the selection
and retention of counsel, in which case counsel satisfactory to the Indemnifying
Party and the Indemnified Party shall be retained by the Indemnifying

<PAGE>
                                                       Share Purchase Agreement
                                                                        Page 27

Party. If the Indemnifying Party, having elected to assume such control
thereafter fails to defend any such Third Party Claim within a reasonable time,
the Indemnified Party shall be entitled to assume such control and the
Indemnifying Party shall be bound by the results obtained by the Indemnified
Party with respect to such Third Party Claim.

10.5 DE MINIMIS

     Notwithstanding any other provision of this Article 10, no party hereto
shall assert against any other party hereto any claim or claims for indemnity
hereunder unless the aggregate amount of the claim or claims asserted to that
date, including the claim or claims then being asserted, is at least $20,000.


                                   ARTICLE 11

                                 MISCELLANEOUS

11.1      BROKERAGE, COMMISSIONS, ETC.

          It is understood and agreed that no broker, agent or other
intermediary has acted for the Vendors, the Corporation or the Purchaser in
connection with the transactions herein contemplated.  Each of the Vendors
agrees to jointly and severally indemnify and save harmless the Purchaser from
and against any claim for any brokerage, commission or other remuneration
payable or alleged to be payable to any broker, agent or other intermediary who
purports to act or have acted for such Vendor or the Corporation in connection
with the transactions herein contemplated.  The Purchaser agrees to indemnify
and save harmless each of the Vendors from and against any claim for brokerage,
commission or other remuneration payable or alleged to be payable to any broker,
agent or other intermediary who purports to act or to have acted for the
Purchaser in connection with the transactions herein contemplated.

11.2      FURTHER ASSURANCES

          Each of the parties hereto upon the request of the other party hereto
shall do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered all such further acts, deeds, documents, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably
necessary or desirable to effect complete consummation of the transactions
herein contemplated.

11.3      ANNOUNCEMENTS

          The parties hereto agree that no disclosure or public announcement
with respect to this Agreement or the transactions herein contemplated shall be

<PAGE>
                                                       Share Purchase Agreement
                                                                        Page 28

made by any party hereto without the prior written consent of each of the other
parties hereto, which consent shall not be unreasonably withheld.

11.4      NOTICES

          Any notice, direction or other instrument required or permitted to be
given to any party hereunder shall be in writing and shall be sufficiently given
if delivered personally, or if sent by registered prepaid mail or if transmitted
by fax or other form of recorded communication tested prior to transmission to
such party, as follows:

          (i)  in the case of 624722 and Weisz, at:

               89 Willett Crescent
               Richmond Hill, Ontario
               L4C 7W5

               ATTENTION:  ROBERT Y. WEISZ

               Telecopier No.:  (905) 737-7866

          (ii) in the case of the Trustee, L. Lasko and B. Lasko, at:
               
               10 Mead Court
               North York, Ontario
               M2L 2A6

               ATTENTION:  BENJAMIN LASKO

               with a copy to:
               
               Sheppard, Friedlan, MacInnis
               488 Huron Street
               Toronto, Ontario
               M5R 2R3
               
               ATTENTION: IAN MACINNIS
               
               Telecopier No.:  (416) 966-6837

<PAGE>
                                                       Share Purchase Agreement
                                                                        Page 29

          (ii) in the case of the Purchaser, at:

               20 Eglinton Avenue West
               Suite 1007
               P.O. Box 2054
               Toronto, Ontario
               M4R 1K8
          
               ATTENTION:  WILLIAM H. BROWN
          
               Telecopier No.:  (416) 485-1692

               with a copy to:

               Fraser & Beatty
               P.O. Box 100
               1 First Canadian Place
               Toronto, Ontario
               M5X 1B2

               ATTENTION:  MICHAEL N. KAPLAN

               Telecopier No.:  (416) 863-4592

     (b)  Any such notice, direction or other instrument, if delivered
personally, shall be deemed to have been given and received on the day on which
it was delivered, provided that if such day is not a Business Day then the
notice, direction or other instrument shall be deemed to have been given and
received on the first Business Day next following such day;  if mailed, shall be
deemed to have been given and received on the third day after it was mailed,
provided that if such day is not a Business Day then the notice, direction or
other instrument shall be deemed to have been given and received on the first
Business Day next following such day;  and if transmitted by fax or other form
of recorded communication, shall be deemed to have been given and received on
the day of its transmission, provided that if such day is not a Business Day or
if it is transmitted or received after the end of normal business hours then the
notice, direction or other instrument shall be deemed to have been given and
received on the first Business Day next following the day of such transmission.

     (c)  Any party hereto may change its address for service from time to time
by notice given to each of the other parties hereto in accordance with the
foregoing provisions.

11.5      TIME OF THE ESSENCE

          Time shall be of the essence of this Agreement.

<PAGE>
                                                       Share Purchase Agreement
                                                                        Page 30


11.6      EXPENSES

          All costs and expenses (including, without limitation, the fees and
disbursements of legal counsel) incurred in connection with this Agreement and
the transactions herein contemplated shall be paid by the party incurring such
costs and expenses.

11.7      APPLICABLE LAW

          This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the Province of
Ontario and the laws of Canada applicable therein.

11.8      ARBITRATION

         If any dispute or question (the "Dispute") shall arise, during the
period of this Agreement or at any time thereafter, between (a) any of the
Vendors and (b) the Purchaser in respect of this Agreement or any part thereof,
whether as to interpretation, performance, enforceability or otherwise, the
parties to the Dispute shall attempt in good faith to resolve such Dispute.  If
such parties have not agreed to a settlement of the Dispute within 30 days from
the date on which the Dispute first became known to such parties, then such
parties agree that the Dispute shall be submitted to arbitration pursuant to the
ARBITRATION ACT, 1991 (Ontario).  Such Dispute shall not be made the subject
matter of an action in any court by any of such parties unless the Dispute has
first been submitted to arbitration and finally determined in accordance with
the provisions of Schedule 12 hereto and in such event, such action shall be
subject to the exclusive jurisdiction of the courts of the Province of Ontario
and each of the parties hereto hereby irrevocably attorns to the exclusive
jurisdiction of the courts of the Province of Ontario.  Any such action
commenced thereafter shall only be for the purpose of enforcing the decision of
the arbitrators and the costs incidental to the action.  In any such action the
decision of the arbitrator shall be conclusively deemed to determine the rights
and liabilities as between the parties to the arbitration in respect of the
Dispute.

11.9      ENTIRE AGREEMENT

          This Agreement, including the Schedules hereto, constitutes the entire
agreement between the parties hereto with respect to the transactions herein
contemplated and cancels and supersedes any prior understandings, agreements,
negotiations and discussions between the parties hereto with respect thereto
(including, without limitation, the letter of intent between Weisz and Columbia
Health Care Inc. dated May 23, 1996), except as specifically provided or
contemplated in this Agreement or in any agreement, certificate, affidavit,
statutory declaration or other document delivered or given pursuant to this
Agreement.  There are no representations, warranties, terms, conditions,
undertakings or collateral agreements or understandings, express or implied,
between the parties hereto other than those expressly set forth in this
Agreement or in any such agreement,

<PAGE>
                                                       Share Purchase Agreement
                                                                        Page 31

certificate, affidavit, or other document as aforesaid.  This Agreement may 
not be amended or modified in any respect except by written instrument 
executed by each of the parties hereto.

11.10     EFFECT OF CLOSING

          Any provision of this Agreement which is capable of being performed
after but which has not been performed at the Closing and all obligations,
covenants and agreements contained in this Agreement or in any agreement,
certificate, affidavit, or other document delivered or given pursuant to this
Agreement, including, without limitation, the indemnities herein provided for,
shall remain in full force and effect notwithstanding the Closing, subject to
the limitation periods contained herein.

11.11     COUNTERPARTS

          This Agreement may be executed by telefax and in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same Agreement.

11.12     ASSIGNMENT

          Neither this Agreement nor any rights or obligations hereunder may be
assigned by any party hereto.

11.13     PARTIES IN INTEREST

          This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, successors (including any
successor by reason of the amalgamation or merger of any party), administrators
and permitted assigns.

11.14     SEVERABILITY OF PROVISIONS

          If any provision or any portion of any provision of this Agreement or
the application of any such provision or any portion thereof to any Person or
circumstance, shall be held invalid or unenforceable, the remaining portion of
such provision and the remaining provisions of this Agreement, or the
application of such provision or portion of such provision as is held invalid or
unenforceable to

<PAGE>
                                                       Share Purchase Agreement
                                                                        Page 32

Persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby.

          IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto.

                                   624722 ONTARIO LIMITED
                                   
                                   By:                                          
                                      ----------------------------------------

SIGNED, SEALED AND DELIVERED     )
                                 )
          in the presence of     )    ----------------------------------------
                                 )    ROBERT Y. WEISZ
                                 )
                                 )
                                 )    ----------------------------------------
                                 )    LISA LASKO
                                 )
                                 )
                                 )    ----------------------------------------
                                 )    BENJAMIN LASKO
                                 )
                                 )
                                 )    THE TRUSTEE OF LASKO FAMILY
                                 )    TRUST
                                 )
                                 )
                                 )    ----------------------------------------
                                 )    LISA LASKO - Trustee
                              
                              
                                   COLUMBIA CENTRE FOR REHABILITATION INC.
                                   
                                   By:
                                      ----------------------------------------



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