Charles A. and Marian L. Derby, et al. - Page 20




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                    2.  Professional Services Agreement (PSA)                         
               SWMG thereupon entered into a Professional Services                    
          Agreement (PSA) with SMF on August 12, 1994, to become effective            
          on November 1, 1994, subject to the conditions precedent that at            
          least 25 primary care physicians associated with the UHMG IPA               
          would become shareholder-employees of SWMG and sell their medical           
          practices to SMF under prescribed asset purchase agreements.  The           
          PSA had a 2-year term, subject to renewal.  Pursuant to the PSA,            
          SWMG agreed to provide professional services through its member             
          physicians exclusively to the patients of SMF's group practice              
          program in a prescribed service area, generally the Davis,                  
          California, region, so as to become part of a comprehensive                 
          health care delivery system involving SMG, SWMG, and Sutter                 
          Health's hospitals and other health care facilities.  The                   
          physicians rendering the professional services on behalf of SWMG            
          were to be under contract with SWMG pursuant to agreements                  
          complying with the terms of the PSA, which included the proviso             
          that the physicians would provide professional services solely to           
          SMF (through SWMG), with an exception for reasonable amounts of             
          unpaid volunteer work.  SMF agreed to provide and maintain clinic           
          locations and equipment, all necessary nonphysician personnel,              
          professional liability insurance coverage, and accounting and               
          billing services, as well as maintenance of patient records.                
          Under the PSA, all patients seen by the SWMG shareholder                    







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