REDLANDS SURGICAL SERVICES - Page 7




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                    ambulatory surgical centers and has the                           
                    expertise necessary to operate ambulatory                         
                    surgical centers; and                                             
                    WHEREAS, RHS and SCA Centers desire to enter                      
                    into a Partnership to be equally controlled                       
                    by representatives of the Partners.                               
                    NOW, THEREFORE, in consideration of the                           
                    mutual covenants herein contained, SCA                            
                    Centers and RHS agree to be partners in a                         
                    general partnership (the "Partnership")                           
                    pursuant to the California Uniform                                
                    Partnership Act (the "Act") on the terms and                      
                    conditions hereinafter set forth.                                 
                    1.   Name and Purpose.                                            
                         (a)  The Partnership shall be carried on                     
                         under the name of Redlands Ambulatory                        
                         Surgery Center or such other name as may                     
                         be selected by the Managing Directors.                       
                         The Partnership has been formed to                           
                         acquire a 61 percent general partner                         
                         interest (the "General Partner                               
                         Interest") in a California limited                           
                         partnership (the "Operating                                  
                         Partnership") which owns and operates a                      
                         freestanding ambulatory surgery center                       
                         in Redlands, California known as the                         
                         Inland Surgery Center (the "Center").                        
                         The Partnership may engage in any and                        
                         all other activities as may be                               
                         necessary, incidental or convenient to                       
                         carry out the business of the                                
                         Partnership as contemplated by this                          
                         Agreement.                                                   
                              *    *    *    *    *    *    *                         
                    3.   Term.  The Partnership shall commence on April 30,           
                         1990, or such later date as the Partners shall               
                         mutually agree, and shall continue until March 31,           
                         2020, or such other date as the partners shall               
                         mutual [sic] agree.                                          
                    4.   Management.                                                  






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Last modified: May 25, 2011