Estate of William T. Rogers - Page 7

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          Vista3 entered into the Second Amendment to the asset purchase              
          agreements that reduced the purchase price of the hospitals.                
               On December 15, 1990, Vista and Alpha Hospital entered into            
          an Amended and Restated Management agreement.  Under the terms of           
          the December 15, 1990, agreement, Alpha Hospital would receive              
          $600,000 plus 2 percent of the hospitals' net patient service               
          revenues annually.  Additionally, Alpha Hospital was to receive             
          $475,000 for its assignment of its rights under the asset                   
          purchase agreements.  The management agreement was contingent on            
          the employment of F. Scott Gross at Alpha Hospital.  Neither the            
          management agreement nor the assignment agreement made any                  
          mention of compensation to be paid to Mr. Rogers.                           
               On January 10, 1991, AMH and Vista executed the Third                  
          Amendment to the asset purchase agreements in which the overall             
          size of the tax-exempt financing was lowered from $61.1 million             
          to $51.4 million, including a reduction in the purchase price by            
          AMH from $38.3 million to $30.4 million.                                    
               In an agreement dated January 15, 1991, Mr. Rogers assigned            
          to Great Western all rights that he might have in the agreement             
          between Alpha Hospital and AMH with respect to the nonhospital              

          3    Even though Alpha Hospital was a party to the asset purchase           
          agreements and first amendment to the asset purchase agreements,            
          it was not a signatory party to any subsequent amendments to the            
          asset purchase agreements.                                                  

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