REDLANDS SURGICAL SERVICES - Page 15




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               of the shares prior to the date six months have elapsed from           
               the date this Agreement is executed.  In any transfer of the           
               Shares, the Limited Partners shall comply with the                     
               prospectus delivery requirements of the Securities Act of              
               1933.                                                                  
                              *    *    *    *    *    *    *                         
                         7.3  Management Fees.  SCA Management Company, a             
               subsidiary of SCA, will enter into a Management Agreement              
               with the Partnership pursuant to which SCA Management                  
               Company will provide management, purchasing and other                  
               services and support to the Partnership.  SCA Management               
               Company will be reimbursed for any direct costs incurred in            
               managing the Partnership and will be paid an annual                    
               management fee equal to 6% of the Partnership’s Gross                  
               Revenues payable monthly.                                              

             VIII.  ALLOCATION OF INCOME AND LOSS:  CASH DISTRIBUTIONS                
                         8.1  Available Cash Flow.  The Partnership shall             
               distribute Available Cash Flow and any other property                  
               received by the Partnership as a result of the operations of           
               the Center or sale of its assets (a) 1.1366% to the holder             
               of each outstanding Unit,(b) 10.3% to [Beaver Medical                  
               Clinic] and (c) the balance to the General Partner.                    
                              *    *    *    *    *    *    *                         
                         8.4  Profits and Losses.  Profits and losses shall           
               be allocated 10.3% to [Beaver Medical Clinic], 1.1366% to              
               the holder of each Unit and the balance to the General                 
               Partner.  * * *                                                        
                              *    *    *    *    *    *    *                         
             IX.  RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER               
                         9.1  Powers.  The management and control of the              
               Partnership and its business and affairs shall rest                    
               exclusively with the General Partner, which shall have all             
               the rights and powers which may be possessed by a general              
               partner pursuant to the Act, and such additional rights and            
               powers as are otherwise conferred by law or are necessary,             
               advisable or convenient to the discharge of its duties under           
               this Agreement.  The General Partner shall be the “tax                 
               matters partner” within the meaning of the Code.  Without              





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Last modified: May 25, 2011