REDLANDS SURGICAL SERVICES - Page 20




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                         Partnership and, further, provided that any                  
                         amendment to or deletion of any provision shall              
                         not in the opinion of the General Partners                   
                         materially reduce the economic return to the                 
                         Limited Partners.                                            
          The Management Contract With SCA Management                                 
               Pursuant to the provisions of paragraph 12 of the General              
          Partnership agreement, supra, and paragraph 7.3 of the Operating            
          Partnership agreement, supra, on April 30, 1990, the Operating              
          Partnership entered into a contract with SCA Management, whereby            
          SCA Management was retained “for the purpose of rendering                   
          management, administration and purchasing services and support,             
          and all other management support needed for operation and, in the           
          best interest, of the [Surgery] Center”.  The management                    
          agreement is signed on behalf of both the Operating Partnership             
          and SCA Management by David E. Crockett, in his capacities as               
          secretary and vice president, respectively, of these two                    
          entities.                                                                   
               Pursuant to the management contract, SCA Management has                
          wide-ranging authority for operational management of the Surgery            
          Center, except that it has “no power or authority to make any               
          decision relating to the care or treatment of patients or other             
          medical matters”, this power and authority being specifically               
          reserved to the Operating Partnership’s Medical Advisory                    









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Last modified: May 25, 2011