Estate of William T. Rogers - Page 8

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          properties.4  In return, Great Western agreed to remit to Mr.               
          Rogers 95 percent of all proceeds it received on the sale of such           
          properties.  The January 15, 1991, agreement was contingent on              
          the consummation of the agreements between Vista and AMH and on             
          Great Western's resale of nonhospital properties.  Also, on                 
          January 15, 1991, Ms. Hanna, on behalf of Great Western, executed           
          a promissory note requiring Great Western to pay Mr. Rogers 95              
          percent of the proceeds received on the sale of nonhospital                 
          properties.  On his 1991 Federal income tax return, Mr. Rogers              
          reported the January 15, 1991, transaction as an installment sale           
          of contract rights valued at $9,804,000.5                                   
               On January 23, 1991, the sale of the hospitals from AMH to             
          Vista closed.  On that same day, the nonhospital properties were            
          transferred by Grant Deeds from Arroyo Grande and Circle City to            
          Great Western.  Great Western neither paid any remuneration nor             
          gave anything of value to AMH or its subsidiaries for the                   
          nonhospital properties.                                                     
               On February 1, 1991, Great Western leased to Vista a medical           
          office building located on one of the nonhospital properties for            
          $143,050 in rent, payable in equal semiannual installments of               

          4    The Jan. 15, 1991, agreement refers to properties described            
          in "Exhibit A", but Exhibit A is not part of the record.                    
          However, it is clear that "Exhibit A" contained a description of            
          the nonhospital properties.                                                 
          5    See supra note 2.                                                      

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