REDLANDS SURGICAL SERVICES - Page 18




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                              9.4.1.5.  Submit a Partnership claim or                 
                         liability to arbitration or reference; or                    
                              9.4.1.6.  Dispose of the goodwill of the                
                         Partnership.                                                 
                              *    *    *    *    *    *    *                         
                    9.6.  Medical Advisory Group.  The Partnership shall              
               have a Medical Advisory Group consisting of six Limited                
               Partners appointed annually.  Three members of the Medical             
               Advisory Group shall be appointed by [Beaver Medical                   
               Clinic].  The three remaining members shall be appointed by            
               the General Partner.  Vacancies in the Medical Advisory                
               Group shall be filled in accordance with the above                     
               procedure.  Subject to law regulations, and the standards of           
               applicable regulatory bodies, the medical standards of the             
               Partnership will be under the control of the Medical                   
               Advisory Group.  The General Partner will determine what are           
               medical standards and policies.                                        
                              *    *    *    *    *    *    *                         
                    10.4  Government Regulation.  In the event that, in the           
               opinion of counsel to the Partnership, the referral of                 
               Medicare or any other patients to the Center by Partners               
               becomes illegal, the Partnership shall require each Limited            
               Partner to offer his interest to the General Partner for               
               five times the reportable taxable income allocated to that             
               interest on the Partnership Return for the tax year                    
               immediately preceding the year in which counsel determines             
               such reference is illegal.  Up to 50% of the purchase price            
               shall, at the option of the General Partner, be paid in                
               unregistered Shares.  The General Partner shall have 30 days           
               in which to accept such offer.                                         
                              *    *    *    *    *    *    *                         
                        XV.  LIABILITY OF THE GENERAL PARTNER                         
                    15.1.  Return of Capital Contribution.  Anything in               
               this Agreement to the contrary notwithstanding, the General            
               Partner shall not be individually liable for the return of             
               the Capital Contributions of the Limited Partners, or any              
               portion thereof, it being expressly understood that any such           
               return shall be made solely from Partnership assets.                   







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Last modified: May 25, 2011