Estate of William T. Rogers - Page 6

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               On October 10, 1990, Alpha Hospital and AMH entered into the           
          First Amendment to the asset purchase agreements.  On that same             
          day, Alpha Hospital, and Vista entered into an agreement entitled           
          "Assignment, Assumption and Security Agreement" (assignment                 
          agreement).  In the assignment agreement, Vista was assigned                
          Alpha Hospital's contract rights to purchase the hospitals that             
          Alpha Hospital had acquired in the asset purchase agreements.               
          The assignment agreement also provided that Alpha Hospital would            
          be retained to manage the day-to-day operation of the hospitals             
          after the acquisition by Vista.  AMH, Arroyo Grande, and Circle             
          City consented to the assignment agreement.                                 
               Also, on October 10, 1990, Alpha Hospital and AMH entered              
          into an agreement with Great Western Inc. (Great Western), a                
          validly formed, unrelated, corporation that was owned during 1990           
          by Jill C. Hanna (Ms. Hanna).  Under the terms of the October 10,           
          1990, agreement, Great Western was assigned the contract rights             
          of Alpha Hospital to acquire the nonhospital properties.  The               
          October 10, 1990, assignment agreement covering the nonhospital             
          properties failed to set forth a sales price or times for making            
               On December 14, 1990, because of the difficulties that First           
          Boston encountered in raising the necessary financing, AMH and              

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