MED DIVERSIFIED INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2103896zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<Page>

                                                                    EXHIBIT 10.1

             DEBTOR-IN-POSSESSION MASTER PURCHASE AND SALE AGREEMENT

          MASTER PURCHASE AND SALE AGREEMENT dated as of the __24_day of
December, 2002 between Sun Capital Healthcare, Inc., located at 929 Clint Moore
Road, Boca Raton, Florida 33487 (the "PURCHASER") and Med Diversified, Inc.,
located at 200 Brickstone Square, Suite 403, Andover, MA., Chartwell Diversified
Services, Inc., located at 200 Brickstone Square, Suite 403, Andover, MA.,
Resource Pharmacy, Inc., located at 5 Cactus Garden Drive, Henderson, NV.,
Chartwell Community Services, Inc., located at 16650 Westgrove Drive, Suite 300,
Addison, TX., and Chartwell Caregivers, Inc., located at 16650 Westgrove Drive,
Suite 300, Addison, TX., debtors and debtors in possession (each, a "DEBTOR" and
"PROVIDER;" collectively, the "DEBTORS" and "PROVIDERS") relating to the sale,
from time to time, of certain third-party payable accounts receivable of each
Provider.

          1.    ACCOUNTS TO BE OFFERED. On the terms and subject to the
conditions set forth in this Agreement, during a period of one (1) year subject
to the provisions of Section 11 hereof (the "OFFER PERIOD") from the date hereof
each Provider may offer, on a weekly basis, to sell to Purchaser), free and
clear of all liens, claims, encumbrances and rights of any other person or
entity, all of the third party payable accounts receivable (the "ACCOUNTS"),
owing to the Provider arising out of the delivery of medical, surgical,
diagnostic or other healthcare related goods or services, of which a portion of
(or all of) such Accounts are payable by commercial insurance companies,
not-for-profit insurance companies (such as Blue Cross and Blue Shield entities)
issuing health, personal injury, workers' compensation or other types of
insurance, employers or unions which self-insure for employee or member health
insurance, prepaid healthcare organizations, preferred provider organizations,
health maintenance organizations or other similar entities, Medicare, Medicaid,
governmental bodies or other similar entities, or any third-party intermediary
with respect to any of the foregoing (each, a "THIRD PARTY OBLIGOR"), together
with all accounts, chattel paper, and general intangibles related thereto, all
rights, remedies, guarantees, security interests and liens in respect of any of
the foregoing, all records (other than patient medical records to the extent
protected from disclosure by law) and other information necessary or relevant to
the collection of the Accounts and all proceeds of any of the foregoing.
Accounts for which the Third Party Obligor is the United States of America or
any state or any agency or instrumentality thereof or any state which is
obligated to make any payments with respect to Medicare or Medicaid Accounts or
representing amounts owing under any other program established by a federal or
state law which provides for payments for healthcare goods or services to be
made to the Provider are hereinafter referred to as "GOVERNMENTAL ACCOUNTS"; all
other Accounts are sometimes hereinafter referred to as "NON-GOVERNMENTAL
ACCOUNTS". The Purchaser shall have the right, in its sole discretion for any or
for no reason, to purchase, or not purchase, any of the Accounts as are
acceptable to it in its sole discretion, but, on account of all obligations of
each and all of the Providers under this Agreement, the Purchaser shall in any
event have a lien and security interest, upon (i) all accounts owned by and
payable to each and all of the Providers by any Third Party Obligor and

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(ii) all accounts owned by and payable to each and all of the Provider by any
patients directly (each a "PATIENT OBLIGOR").

          2.    INITIAL DOWN PAYMENT AND PURCHASE PRICE.

          (a)   Upon Purchaser's receipt and acceptance of each Purchase
Schedule (annexed hereto as Exhibit A), or any portion thereof, Purchaser may
advance to the Provider up to 80 percent of the aggregate expected Net
Collectible Amount (as hereinafter defined) of the Accounts described in each
Purchase Schedule (the "INITIAL DOWN PAYMENT") subject to Purchaser's right to
maintain a Reserve Account. The Reserve Account shall be an account maintained
on Purchaser's books, and Purchaser shall not be obligated to: (i) maintain cash
or other funds in such account; or (ii) segregate funds or other amounts held in
or credited to the Reserve Account from other funds held by Purchaser. The
Provider shall not be entitled to any interest or income on amounts credited to
the Reserve Account. All checks received shall be deemed credited to the Reserve
Account not less than 5 days after receipt. The Reserve Account shall mean an
amount sufficient to cover, among other things, returns, allowances, deductions,
reductions in the unpaid balance of an Account, and disputes and/or charge backs
including any charge back Purchaser anticipates might arise in the future, as
security for the payment of each Provider's and all of the Providers'
obligations hereunder to Purchaser. Purchaser may, in its sole and exclusive
discretion, increase or decrease the amount of the Reserve Account as Purchaser
may deem necessary to protect Purchaser's interests. Subject to Purchaser's
right to withhold funds with respect to the Reserve Account, on each Friday (or
if such Friday is a bank holiday in the State of Florida, on the next business
day which is not such a bank holiday) of the week in which all Purchased
Accounts (as hereinafter defined) set forth on the applicable Purchase Schedule
have been collected in good funds (other than as to any Purchased Account not
collected as a result of a discharge in bankruptcy or insolvency of the
applicable Third Party Obligor), Purchaser will pay to the Provider the amount
of the Purchase Price minus (i) the Initial Down Payment, (ii) the Purchaser's
discount fees, (iii) all returns, allowances, deductions, reductions and
discounts calculated upon shortest or longest selling terms, at Purchaser's
option, on any alternative terms of sale offered by the Provider to Third Party
Obligor, and (iv) all other unpaid sums charged or chargeable to the Provider
which shall include, but not be limited to, all costs and expenses (including
attorney's fees), of any kind and nature, which Purchaser may incur including
notice, audit, lien and title examinations, and including protecting and
preserving its interests under or in connection with this Agreement.

          (b)   Purchaser's discount fee as to each Purchased Account shall be a
percentage of the Net Collectible Amount (as hereinafter defined) of each
Purchased Account based on the number of days elapsed between the Weekly Closing
Date (as defined below) relating to such Purchased Account and the date on which
Purchaser shall have received collections in an amount equal to the Initial Down
Payment for such Purchased Account.

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<Table>
<Caption>
                                  PERCENTAGE OF
       DAYS ELAPSED          NET COLLECTIBLE AMOUNT

         <S>                    <C>
          0 - 150                 .075% per day
         Over 150               18.00% per annum
</Table>

          (c)   The purchase price for each Account (the "PURCHASE PRICE") shall
be an amount equal to the result of (i) the Initial Down Payment plus (ii) the
Deferred Purchase Price (as defined in Section 4), if any, with respect to such
Account. However, as contemplated by this Agreement, the Purchaser's discount
fees will be netted from the payment of Purchase Prices and other amounts
payable under this Agreement.

          (d)   As used herein the term "NET COLLECTIBLE AMOUNT" with respect to
an Account means the gross amount billed to the applicable Third Party Obligor,
less those anticipated contractual allowances, all discounts taken, available or
extended by the Third Party Obligor, whether taken or not, and credits or
deductions of any kind allowed or granted to or taken by the Third Party Obligor
all of which shall be determined in the Purchaser's discretion. The Net
Collectible Amount of a Purchased Account is the amount reasonably expected by
the Purchaser, in consultation with the Provider, to be collected on such
Purchased Account from Third Party Obligors (excluding any amount to be
collected from Patient Obligors) and is based on actual collection experience
and other relevant factors. For purposes of determining the Net Collectible
Amount with respect to each batch of Accounts to be purchased pursuant to this
Agreement, the gross amounts billed to the applicable Third Party Obligors will
be adjusted based on a percentage of 80%, provided, however, that the Purchaser
shall have the right at any time and from time to time to reasonably make such
adjustments on a prospective basis based on any change in the expected Net
Collectible Amount evaluation criteria. Provider shall promptly provide
Purchaser with supporting documentation as to Provider's calculation of the Net
Collectible Amount of any Account upon Purchaser's request.

          (e)   As referenced in paragraph 2(a) above, any Initial Down Payment
is in Purchaser's sole discretion, in accordance with the terms of this
Agreement and all Initial Down Payments are subject to: (1) Accounts that are in
dispute; (2) Accounts that are not payable by a Third Party Obligor; (3)
rejected Accounts; and (4) any fees, actual or estimated, that are chargeable to
the Reserve Account.

          3.    PROCEDURES FOR OFFERS, PURCHASES AND PAYMENTS. On Monday of
every week during the Offer Period (or, if any Monday shall be a bank holiday in
the State of Florida, on next succeeding business day which is not such a bank
holiday), the Provider shall offer all of its Accounts to the Purchaser at the
Purchase Price by sending Purchaser (a) a Purchase Schedule (in the form of
Exhibit A hereto) signed by the Provider (an "OFFER NOTICE") with respect to
each Account then being offered and (b) any other information or documentation,
including all required Uniform Commercial Code (the "UCC") releases or financing
statements which the Purchaser may need in order to identify the Accounts
purchased from the Provider and obtain payment from the respective Third Party
Obligors thereon and by simultaneously therewith sending to the servicer,
currently Sun Capital Healthcare, Inc. including its successors and

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assigns and any substitute servicers appointed by Purchaser (the "SERVICER") of
Accounts purchased by the Purchaser a complete set of claim documentation, all
in the form submitted to the Third Party Obligor, for each Account offered for
sale to the Purchaser together with copies of invoices which may include, but
are not limited to, Form UB-82/92, HCFA 1500, transmission reports, electronic
media such as on-line access or such other forms approved by Purchaser and/or
any Third Party Obligor, all shipping or delivery receipts, eligibility cards,
insurance verification forms, nurses' notes, treatment authorization requests
and such other proof of sale and delivery or performance as Purchaser may, at
any time or from time to time, require. Within forty-eight (48) hours following
its receipt of an Offer Notice (or, if the day on which the forty-eighth (48th)
hour occurs is a Saturday, Sunday or a bank holiday in the State of Florida,
upon the next succeeding business day which is not such a bank holiday), the
Purchaser will advise the Provider which if any of such Accounts it will
purchase, by delivering to the Provider a list of the Accounts which it desires
to purchase (the "PURCHASED ACCOUNTS"). All such Purchased Accounts shall be
sold to the Purchaser, and title to such Purchased Accounts shall pass to
Purchaser, on the day on which the Purchaser sends such list to the Provider
(each such date of title transfer being hereinafter referred to as the "WEEKLY
CLOSING DATE"). Notwithstanding the foregoing, any Offer Notice received by the
Purchaser after 5:00 p.m. Eastern Standard Time on any day (and any Offer Notice
received by the Purchaser on a day which is a Saturday, Sunday or a day which is
a bank holiday in the State of Florida), will be deemed to have been received by
the Purchaser on the next day which is not a Saturday, Sunday or bank holiday in
the State of Florida.

          Purchaser shall pay to the Provider the Initial Down Payment for the
applicable Purchased Accounts on the Weekly Closing Date, less the Purchaser's
minimum discount fee. At Purchaser's option, Purchaser may pay some or all of
such payment for a Purchased Account (or some or all of any other amounts
payable by Purchaser to the Provider) by netting against amounts otherwise
payable to Purchaser by the Provider. Except with respect to Purchased Accounts
which are Governmental Accounts, all invoices or other statements to Third Party
Obligors concerning Purchased Accounts shall clearly state, in language
satisfactory to Purchaser, that each such Account has been sold and assigned to
Purchaser and is payable to Purchaser and to Purchaser only. Copies of such
invoices and statements shall also bear such language.

          3.1   EFFECT OF PURCHASE. Upon each Weekly Closing Date, all of the
Provider's right, title and interest in and to all Accounts listed in the
applicable list of Purchased Accounts and in any proceeds of such Accounts shall
automatically vest in the Purchaser, which shall thereby be and become the sole
and absolute owner of all such Purchased Accounts and all of the Provider's
rights and remedies with regard to such Purchased Accounts (including, without
limitation, rights to payment from the respective Third Party Obligors on such
Accounts) and all of the Provider's rights under all guarantees, assignments and
securities, if any, with respect to each such Purchased Account. Subject to the
terms of this Agreement, Provider will retain (i) the right to receipt of
payment on Purchased Accounts which are Governmental Accounts and (ii) all
rights to demand or otherwise make any claim upon applicable Governmental Third
Party Obligors. Notwithstanding the foregoing, to the extent not prohibited by
applicable law, Purchaser shall be entitled from time to time to obtain and
enforce orders and injunctions from one or more courts directing one or more
Third Party Payors (including without

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limitation Medicare and Medicaid programs) to make payments on Purchased
Accounts directly to Purchaser and its designee.

          3.2   LIABILITIES NOT ASSUMED BY THE PURCHASER. Each Provider hereby
represents, warrants, covenants and agrees that the Purchaser shall not be
deemed by anything contained in this Agreement to have assumed any liabilities
whatsoever relating to, or arising out of, any Account, including, without
limitation, the following:

          (a)   any liability of the Provider to any person or entity, the
     existence of which constitutes a breach of any representation, warranty,
     covenant or agreement of the Provider contained in this Agreement;

          (b)   any liability of the Provider for any federal, state, municipal,
     local or foreign taxes, assessments, additions to tax, interest, penalties,
     deficiencies, duties, fees and/or any other governmental charges or
     impositions of each and every kind or description, whether measured by
     properties, assets, wages, payroll, purchases, value added, payments,
     sales, use, business, capital stock, surplus or income with respect to
     ownership of any of the Purchased Accounts or with respect to the sale of
     any Purchased Accounts;

          (c)   any liability or obligation (contingent or otherwise) of the
     Provider to any person or entity arising out of any litigation, claim,
     arbitration or other proceeding;

          (d)   any liability or obligation of any kind whatsoever relating to
     any action or inaction by any person or entity, including, without
     limitation, any of the Provider's officers, directors, shareholders,
     employees, agents, representatives or independent contractors relating in
     any way to the services rendered by any, of them, including without
     limitation by similarity or otherwise, any liability or obligation for
     claims of medical or other malpractice in connection with any of the
     Purchased Accounts or the servicing of any of the Purchased Accounts in the
     case of such servicing;

          (e)   any liability or obligation (contingent or otherwise) of the
     Provider arising out of defects in or mislabeling of, or damages to persons
     or entities or property arising out of defects or mislabeling of, products
     (including, without limitation, prescription medications) manufactured,
     sold, or prescribed by the Provider in connection with any of the Accounts;

          (f)   any liability or obligation of the Provider to compensate any
     person or entity, including, without limitation, any agent, licenser,
     supplier, distributor or customer of the Provider, in respect of any
     services rendered or products manufactured, sold or prescribed in
     connection with the Accounts;

          (g)   any recapture, set-off, recoupment, or other claim made by any
     Third Party Obligor against any of the Accounts;

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<Page>

          (h)   any liability of the Provider for any overpayments including
     (without limitation) any penalties imposed or sought to be imposed by any
     Third Party Obligor including, but not limited to, the Medicare or Medicaid
     programs; and

          (i)   any liability of the Provider arising out of any activities
     which are prohibited under federal Medicare and Medicaid statutes, federal
     CHAMPUS statutes, or the regulations promulgated pursuant to such statutes
     or any other federal or state or local statutes or regulations or which are
     prohibited by rules of professional conduct, including but not limited to:
     (i) knowingly and willfully making or causing to be made a false statement
     or representation of a material fact in any application for any benefit or
     payment; (ii) knowingly and willfully making or causing to be made any
     false statement or representation of a material fact for use in determining
     rights to any benefit or payment; (iii) failing to disclose knowledge by a
     claimant of the occurrence of any event affecting the initial or continued
     right to any benefit or payment; (iv) knowingly and willfully soliciting or
     receiving any remuneration (including without limitation any kickback,
     bribe or rebate), directly or indirectly, overtly or covertly, in cash or
     in kind or offering to pay such remuneration: (A) in return for referring
     an individual to a person or entity for the furnishing or arranging for the
     furnishing of any item or service for which payment may be made in whole or
     in part by Medicare, Medicaid or any federal healthcare program or other
     governmental healthcare program, or (B) in return for purchasing, leasing
     or ordering or arranging for or recommending the purchasing, leasing or
     ordering of any good, facility, service or item for which payment may be
     made in whole or in part by Medicare, Medicaid or any federal healthcare
     program or other governmental healthcare program; or (v) making prohibited
     referrals. For purposes hereof, a "federal healthcare program" shall mean
     any plan or program that provides health benefits, whether directly,
     through insurance, or otherwise, which is funded, in whole or in part by
     the United States Government.

          3.3   FURTHER INFORMATION. From time to time on and after any Weekly
Closing Date, each Provider shall immediately provide the Purchaser or the
Servicer, as the case may be, with any and all additional information which the
Purchaser or the Servicer may request in order to assure that the Purchaser can
exercise any and all rights of the Provider to collect, record, track and take
all actions to obtain collections with respect to each Purchased Account.

          3.4   FURTHER ASSURANCES. From time to time on and after each Weekly
Closing Date, each Provider (a) shall immediately execute and deliver to the
Purchaser or, if requested, the Servicer, such instruments of sale, transfer,
conveyance, assignment and delivery, consents, assurances, powers of attorney
and other instruments as may be requested by the Purchaser or the Servicer in
order to evidence the fact that the Purchaser has purchased all right, title and
interest of the Provider in and to the Purchased Accounts, and (b) shall take
such other actions as the Purchaser or the Servicer may request in order to
carry out the purpose and intent of this Agreement.

          3.5   APPLICABILITY OF REPRESENTATIONS AND WARRANTIES. Every
representation, warranty, covenant and agreement of each Provider in this
Agreement shall also

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apply to every Purchased Account irrespective of when purchased, and shall
survive the closing of the purchase and sale of each Purchased Account.

          4.    LOCKBOX AGREEMENT; COLLECTION OF PURCHASED ACCOUNTS.

          4.1   LOCKBOX AGREEMENT. Simultaneously herewith, the Purchaser, each
Provider and Sun Trust Bank (the "LOCKBOX BANK") shall enter into a Wholesale
Lockbox Deposit and Blocked Account Service Agreement (the "LOCKBOX AGREEMENT"),
substantially in the form and to the effect of Exhibit B hereto. Pursuant to the
terms and conditions of the Lockbox Agreement, the Lockbox Bank, as agent for
the Purchaser and the Providers, collectively, shall rent two separate post
office boxes to receive checks, drafts, money orders or any other negotiable
instrument or order for the payment of money (and the proceeds thereof) payable
to the Provider or the Purchaser as the case may be (collectively "ITEMS") from
(i) Non-Governmental Third Party Obligors (the "PURCHASER LOCKBOX") and (ii)
Governmental Third Party Obligors (the "PROVIDER LOCKBOX"; the Purchaser Lockbox
and the Provider Lockbox being referred to collectively as "LOCKBOXES"). The
Lockbox Bank shall deposit all Items received (i) in the case of the Purchaser
Lockbox to a dedicated bank account for all Non-Governmental Accounts (the
"PURCHASER LOCKBOX BANK ACCOUNT"), and (ii) in the case of the Provider Lockbox
to a dedicated bank account for all Governmental Accounts (the "PROVIDER LOCKBOX
BANK ACCOUNT"; the Purchaser Lockbox Bank Account and the Provider Lockbox Bank
Account being referred to collectively as the "LOCKBOX BANK ACCOUNTS").

          4.2   PAYMENT MECHANICS OF NON-GOVERNMENTAL ACCOUNTS.

          (a)   Each Provider shall take all necessary and appropriate steps,
     including the sending of a notice to Third Party Obligors of
     Non-Governmental Accounts ("NON-GOVERNMENTAL THIRD PARTY OBLIGORS"), in the
     form of Exhibit C hereto or in such other form as Purchaser may at any time
     or from time to time provide for such purpose, to assure that all proceeds
     paid with respect to all Non-Governmental Accounts, together with all
     related Explanations of Benefits ("EOBS"), be sent exclusively to the
     Purchaser Lockbox and that all wire transfers or other electronic payments
     of proceeds with respect to Non-Governmental Accounts be made directly into
     the Purchaser Lockbox Bank Account. The Lockbox Agreement provides that the
     Lockbox Bank shall transfer automatically on each business day all amounts
     then on deposit in the Purchaser Lockbox Bank Account to a separate
     collection account at the Lockbox Bank in the name of Purchaser (the
     "PURCHASER COLLECTION ACCOUNT").

          (b)   Each Provider hereby covenants and agrees that, on and after the
     date hereof all invoices to be sent to Non-Governmental Third Party
     Obligors (and return envelopes which shall, in each instance, be furnished
     by the Provider) shall set forth only the address of the Purchaser Lockbox
     as a return address for payment of Non-Governmental Accounts and delivery
     of related EOBs and only the Purchaser Lockbox Bank Account as a receiving
     account with respect to wire transfers and other electronic transfers for
     payment of Non-Governmental Accounts. Each Provider hereby further
     covenants and agrees to instruct and notify each of the members of the
     Provider's accounting and collections staff to provide identical
     information in communications with

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     all Non-Governmental Third Party Obligors with respect to Non-Governmental
     Accounts and related collections, wire transfers and EOBs.

          4.3   PAYMENT MECHANICS OF GOVERNMENTAL ACCOUNTS.

          (a)   Each Provider shall instruct the Lockbox Bank to: (i) transfer
     and deposit automatically on the close of business on each business day all
     checks and other Items received in the Provider Lockbox into the Provider
     Lockbox Bank Account; and (ii) transfer automatically on each business day
     all amounts then on deposit in the Provider Lockbox Bank Account to the
     Purchaser Collection Account. The Provider shall have no right, title or
     interest in any Purchaser Collection Account. Provider agrees to provide
     Purchaser with at least twenty-one days prior written notice of any change
     of automatic transfer instructions set forth in this Section 4.3(a).
     Provider shall not change or cancel such automatic transfer orders at any
     time, or, without the prior written consent of the Purchaser, change the
     identity of the Provider Lockbox Account or the Provider Lockbox Bank
     Account or the instructions, if any, to any Third Party Obligor of a
     Purchased Account to make its payments to such Provider Lockbox or Provider
     Lockbox Bank Account.

          (b)   Each Provider shall take all necessary and appropriate steps,
     including without limitation the sending of a notice to all Third Party
     Obligors of Governmental Accounts ("GOVERNMENTAL THIRD PARTY OBLIGORS"), in
     the form of Exhibit D hereto or in such other form as Purchaser may at any
     time or from time to time provide for such purpose, to assure that all
     proceeds paid with respect to all Governmental Accounts, together with all
     related EOBs, be sent exclusively to the Provider Lockbox and that all wire
     transfers or other electronic transfers of proceeds with respect to
     Governmental Accounts be made directly into the Provider Lockbox Bank
     Account. All wire transfers will be credited on the date received in the
     Purchaser Collection Account and all checks, drafts, money orders or any
     other negotiable instruments shall be credited five business days after
     received into the Purchaser Collection Account.

          (c)   Each Provider hereby covenants and agrees that, on and after the
     date hereof, all invoices to be sent to Governmental Third Party Obligors
     or their respective fiscal intermediaries (and return envelopes which
     shall, in each instance, be furnished by the Provider) shall set forth only
     the address of the Provider Lockbox as a return address for payment of
     Governmental Accounts and delivery of related EOBs and only the Provider
     Lockbox Bank Account as a receiving account with respect to wire transfers
     and other electronic transfers for payment of Governmental Accounts. Each
     Provider hereby further covenants and agrees to instruct and notify each of
     the members of the Provider's accounting and collections staff to provide
     identical information in communications with all Governmental Third Party
     Obligors and their respective fiscal intermediaries with respect to
     Governmental Accounts and related collections, wire transfers and other
     electronic transfers and EOBs.

          (d)   Each Provider shall maintain the Provider Lockbox Bank Account
     solely and exclusively for the receipt of payments from Governmental Third
     Party Obligors.

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     Each Provider shall take all actions necessary to ensure that no payments
     from any Non-Governmental Third Party Obligor or any other entity or person
     shall be deposited into, and that no withdrawals, other than in accordance
     with the Lockbox Agreement, shall be made from, the Provider Lockbox or the
     Provider Lockbox Bank Account. The Provider shall not have any other
     account (other than the Provider Lockbox Bank Account) or post office box
     (other than the Provider Lockbox) into which proceeds from any Account
     payable by a Governmental Third Party Obligor purchased by Purchaser shall
     be deposited.

          4.4   INFORMATION RELATING TO COLLECTIONS ON ACCOUNTS; PAYMENT OF
DEFERRED PURCHASE PRICE AND NON-PURCHASED ACCOUNT AMOUNT.

          (a)   each Provider shall furnish to Purchaser: (i) reports relating
     to the creation of accounts as may reasonably be required by Purchaser;
     (ii) quarterly financial statements within 45 days of the end of each
     fiscal quarter of each of the Providers; (iii) annual financial statements
     within 90 days of the end of each fiscal year of each Provider; and (iv)
     any other financial or accounting reports or statements as Purchaser may
     reasonably request from time to time.

          (b)   On or about each Wednesday and Friday, Purchaser and each
     Provider shall cause the Lockbox Bank to deliver, by Federal Express or
     other recognized overnight courier, to each of the Providers, the Purchaser
     and the Servicer, with respect to the period since the close of business on
     the most recent day covered by a previous delivery: (i) copies of (A) each
     Item, EOB and other documents or other communication received in the
     Purchaser Lockbox and (B) advices of each wire transfer or other electronic
     transfer received in the Purchaser Lockbox Bank Account; and (ii) copies of
     (A) each Item, EOB and other document or other communication received in
     the Provider Lockbox, and (B) advices of each wire transfer or other
     electronic transfer received in the Provider Lockbox Bank Account. Each
     Provider shall cause the Lockbox Bank to include any corrections or
     adjustments in respect of any such delivery promptly after discovery of the
     need therefor.

          (c)   Not more frequently than once a week, the Providers shall send
     by facsimile transmission to the Servicer and the Purchaser a report in
     form and substance satisfactory to the Purchaser, signed by an authorized
     representative of each Provider (an "ACTIVITY PAYMENT REPORT"), which shall
     set forth for all Items received in the Lockbox Bank Accounts during the
     period covered by such report.

          (d)   Unless a Provider is in default under the terms of this
     Agreement, promptly, but not later than the fifth business day after the
     Purchaser shall have received notice of Servicer's approval of any Activity
     Payment Report (or amended Activity Payment Report), and on the eighth
     business day after the Purchaser shall have received an Activity Payment
     Report (or amended Activity Payment Report) for which the Servicer shall
     not have delivered notice of its approval (or valid reasons for its
     non-approval), the Purchaser shall transfer the Deferred Purchase Price
     (less any amounts owed to Purchaser by a Provider), and the Non-Purchased
     Account Amount (less any

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     amounts owed to Purchaser by a Provider), as each is reflected on such
     Activity Payment Report or amended Activity Payment Report, to a business
     checking account established by the Providers with _________ and specified
     in writing by Providers to Purchaser at least ten days prior to any such
     transfer (the "PROVIDER OPERATING ACCOUNT"). The Purchaser shall use its
     reasonable efforts to transfer such Deferred Purchase Price and
     Non-Purchased Account Amount, if any, to the Provider Account prior to the
     Weekly Closing Date following the date which is three business days after
     receipt by the Servicer of any Activity Payment Report.

          "DEFERRED PURCHASE PRICE", with respect to a Purchased Account, means
the excess, if any, of (i) the aggregate amount of collections on such Purchased
Account received by Purchaser over (ii) the sum of (x) the Target Amount of such
Purchased Account plus (y) the amount of such collections applied by Purchaser
to pay amounts owed by a Provider to Purchaser pursuant to this Agreement, to
pay amounts owed by Purchaser or a Provider to the Lockbox Bank pursuant to the
Lockbox Agreement, or to reimburse Purchaser for amounts paid by Purchaser
(directly or indirectly, including without limitation by a debit to a bank
account) to the Lockbox Bank pursuant to the Lockbox Agreement.

          "NON-PURCHASED ACCOUNT AMOUNT", with respect to any Account other than
a Purchased Account, means the excess, if any, of (i) the aggregate amount of
collections on such account received by the Purchaser over (ii) the amount of
such collections applied by Purchaser to pay amounts owed by a Provider to
Purchaser pursuant to this Agreement, to pay amounts owed by Purchaser or a
Provider to the Lockbox Bank pursuant to the Lockbox Agreement, or to reimburse
Purchaser for amounts paid by Purchaser (directly or indirectly, including
without limitation by a debit to a bank account) to the Lockbox Bank pursuant to
the Lockbox Agreement.

          "TARGET AMOUNT" means, with respect to a Purchased Account, the sum of
(a) the Initial Down Payment for such Purchased Account plus (b) the amount of
Purchaser's discount fees accrued with respect to such Purchased Account through
the date on which Purchaser has received collections on such Purchased Account
in an amount at least equal to the Initial Down Payment for such Purchased
Account.

          (e)   The amounts of all Deferred Purchase Prices and Non-Purchase
     Account Amounts transferred to the Provider Operating Account as described
     above are subject to collection.

          5.    MISDIRECTED PAYMENTS; EOBS. Any payment with respect to an
Account, whether in the form of check or other instrument, cash or wire
transfer, received by the Providers which, pursuant to Section 4 hereof, should
have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank
Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be
deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the
Provider, at its sole cost and expense, shall promptly take all necessary steps
described in paragraphs (a) through (d) of this Section 5 and, pending the
delivery of any such payments as so provided, shall: (i) hold all such payments
in trust for the Purchaser and (ii) segregate all such payments and not deposit
the same in the account of any other person or entity other than as

                                       10
<Page>

provided below nor commingle the same with the funds of the Provider or the
funds of any other person or entity.

          (a)   In the event that a Provider receives a Misdirected Payment from
     a Third Party Obligor in the form of a check or other instrument, the
     Provider shall, as applicable, either: (i) in the case of Non-Governmental
     Accounts, immediately deposit in the Purchaser Lockbox such check or other
     instrument, duly endorsed over to the Purchaser, together with the related
     EOB and the envelope in which such payment was received; or (ii) in the
     case of Governmental Accounts, immediately deposit in the Provider Lockbox
     such check or other instrument, together with the related EOB and the
     envelope in which such payment was received. In the event that a Provider
     receives a Misdirected Payment in the form of cash or wire transfer or
     other electronic transfer, the Provider shall immediately wire transfer the
     full amount of the Misdirected Payment directly into the Purchaser Lockbox
     Bank Account and shall simultaneously therewith send all related EOBs to
     the Purchaser Lockbox. All Misdirected Payments and EOBs shall be so
     deposited or wire transferred not later than the Provider's close of
     business on the fifth business day following its receipt of such
     Misdirected Payment or EOB.

          (b)   If a Provider does not deposit or wire transfer a Misdirected
     Payment into the applicable Lockbox or the applicable Lockbox Bank Account,
     as applicable, in accordance with paragraph (a) above, by the close of
     business on the fifth business day following its receipt of a Misdirected
     Payment, then the Provider shall pay interest on such Misdirected Payment
     to the Purchaser, from such date until and including the date such
     Misdirected Payment is received in such Lockbox or Lockbox Bank Account, as
     the case may be, at a rate equal to eighteen percent (18%) per annum or the
     maximum rate legally permitted if less than such rate (the "ADDITIONAL
     CHARGE"). Such interest shall be payable on demand or, at the option of the
     Purchaser, in accordance with paragraph (c) below. For purposes of the
     foregoing, if a Misdirected Payment is in the form of a check or other
     instrument, the Provider shall be deemed to have received such Misdirected
     Payment on the date that is five (5) days after the postmark date on the
     envelope from the Third Party Obligor enclosing such check or instrument
     (or, if no such envelope is deposited in the applicable Lockbox, on the
     date that is five (5) days after the date of such check or other
     instrument).

          (c)   The Purchaser shall have the right, without notice, to set-off
     or recoup the full amount of all Misdirected Payments (plus interest
     thereon at the Additional accrued or accruing in accordance with paragraph
     (b) above) against any amounts payable from time to time to a Provider
     pursuant to this Agreement.

          (d)   Each Provider hereby agrees and consents that the Purchaser or
     Servicer, as the case may be, shall have the right to take such actions as
     are deemed by either of them to be necessary or appropriate to ensure that
     future payments from the Third Party Obligor of a Misdirected Payment shall
     be made in accordance with the notice previously delivered to such Third
     Party Obligor pursuant to paragraph 4.2 or 4.3 of this Agreement,
     including, without limitation by similarity or otherwise: (i) the Purchaser
     or Servicer executing on the Provider's behalf and delivering to such Third
     Party Obligor a new

                                       11
<Page>

     notice and (ii) the Purchaser or the Servicer contacting such Third Party
     Obligor by telephone to confirm the instructions previously set forth in
     the notice to such Third Party Obligor. Upon request, each Provider shall
     promptly (and, in any event, within one (1) business day from such request)
     take such actions as the Purchaser or Servicer may request.

          6.    INELIGIBLE ACCOUNTS. A Purchased Account shall be an "INELIGIBLE
ACCOUNT" if one of the following has occurred: (i) there has been a breach of
any representation or warranty contained herein relating to such Purchased
Account; (ii) Purchaser has not received collections with respect to such
Purchased Account in an amount at least equal to the Target Amount for such
Purchased Account within 120 days from the date of service relating to such
Purchased Account (other than as a result of the bankruptcy or insolvency or
receivership of the applicable Third Party Obligor), or (iii) Purchaser
reasonably has determined prior to the end of such 120 day period (other than a
result of the bankruptcy or insolvency or receivership, or anticipated
bankruptcy or insolvency or receivership, of the applicable Third Party Obligor)
that such Third Party Obligor will not pay, by the end of such 120 day period,
an amount on such Purchased Account equal to not less than the Target Amount for
such Purchased Account. Each Provider shall cure such breach or repurchase each
such Ineligible Account from the Purchaser at a price equal to the Repurchase
Price within five (5) business days of the earlier of notification to, or
discovery by, the Provider or Purchaser of the breach or failure of Purchaser to
receive payment of the Target Amount as described above. The "REPURCHASE PRICE"
for an Ineligible Account (a "REPURCHASED ACCOUNT") shall be equal to (i) the
sum of the Initial Down Payment for such Account plus the amount of Purchaser's
discount fees for such Account accrued through the date of Provider's repurchase
of such Account, less (ii) any amount collected by the Purchaser with respect to
such Ineligible Account. The Repurchase Price shall be payable by check or wire
transfer, at the option of the Purchaser. Upon receipt by the Purchaser of the
Repurchase Price, the Provider shall be deemed to have repurchased, and the
Purchaser shall be deemed to have resold to the Provider, the Ineligible Account
without any representation, warranty or recourse whatsoever and, thereupon, the
Purchaser shall have no obligation whatsoever to the Provider with respect to
such Repurchased Account and such Account shall cease to be a Purchased Account.
Notwithstanding any other provision of this Agreement to the contrary, and in
addition to all other rights and remedies available to Purchaser under this
Agreement or at law or in equity, the Purchaser may offset against or recoup
from any amounts it may owe to the Provider any and all amounts due to the
Purchaser with respect to Repurchased Accounts. If, after receipt of any payment
of all or any part of the Repurchase Price for any Repurchased Account, the
Purchaser is required to surrender such payment to any person or entity because
such payment is determined to be void or voidable as a preference, impermissible
set-off, diversion of trust funds, or for any other reason, this Agreement shall
continue in full force (except, at the Purchaser's option, with respect to any
obligation it may be deemed to have to purchase any additional Accounts from the
Provider) and the Provider shall be liable to the Purchaser for, and shall
indemnify and hold the Purchaser harmless against, the aggregate amounts of all
such surrendered payments, any damages to the Purchaser resulting therefrom and
any legal fees and other costs or expenses incurred by or on behalf of the
Purchaser in enforcing its rights hereunder or with respect thereto.

                                       12
<Page>

          7.    REPRESENTATIONS AND WARRANTIES OF EACH PROVIDER. Each Provider
represents and warrants to the Purchaser, each of which representation and
warranty shall be deemed material and relied upon by the Purchaser, as follows:

          (a)   With respect to the Provider, as of the date hereof and as of
     the date of each purchase of Accounts:

                (i)     If a corporation or a partnership or a limited liability
          company, the Provider is duly organized, validly existing and in good
          standing as such under the laws of the jurisdiction of its
          organization; is qualified to do business and is in good standing
          under the laws of each state where the failure to so qualify would
          have a material adverse effect on the business and operations of the
          Provider; and has all the power and authority necessary to: (A)
          operate its business as it is now being conducted, including the sale
          of Accounts, (B) execute, deliver and perform this Agreement,
          including all obligations contemplated hereby, (C) execute and deliver
          and perform its obligations under all other documents now or hereafter
          executed in connection herewith (all such documents to be included
          within the definition of Agreement), and (D) convey good and
          marketable title and ownership of the Purchased Accounts to the
          Purchaser. The execution, delivery and performance by the Provider of
          this Agreement have been duly authorized by all appropriate action on
          behalf of the Provider. If a sole proprietorship, the Provider has the
          necessary power and capacity under applicable law to operate its
          business as it is now being conducted and to execute, deliver and
          perform all its obligations as provided for in this Agreement.

                (ii)    This Agreement is the legal, valid and binding
          obligation of the Provider, enforceable against the Provider in
          accordance with its terms. Upon the filing of financing statements
          setting forth the collateral described on Exhibit E hereto in all
          appropriate jurisdictions, any security interest in favor of the
          Purchaser granted pursuant to this Agreement will be a fully
          enforceable first priority security interest validly perfected whether
          or not the Third Party Obligors have been notified of the sale of
          Accounts to the Purchaser.

                (iii)   The execution, delivery and performance of this
          Agreement does not and will not violate any provision of law,
          regulation or any order or decree of any court or governmental agency,
          or violate any provision of the Provider's organizational documents
          (if a corporation or partnership or limited liability company) or any
          agreement to which the Provider is a party or by which it or any of
          its assets are bound, and does not and will not, with the giving of
          notice, the passage of time or otherwise, conflict with, result in a
          breach of, or constitute a default under, any such agreement or result
          in the creation of any lien or security interest upon any of the
          Provider's assets, except in favor of the Purchaser.

                (iv)    The Provider has all permits, licenses, provider
          numbers, accreditations, certifications, authorizations, approvals,
          consents and agreements of all Third Party Obligors, governmental
          agencies and instrumentalities,

                                       13
<Page>

          accreditation agencies and any other person or entity necessary or
          required for the Provider to own the assets that it now owns, to carry
          on its business as now conducted, to execute, deliver and perform this
          Agreement, including any other documents contemplated hereby, and to
          receive payments from the Third Party Obligors; and the Provider has
          not been notified by any such Third Party Obligor, governmental agency
          or instrumentality, accreditation agency or any other person or entity
          that any such Third Party Obligor, agency, instrumentality or other
          person or entity has rescinded or not renewed, or intends to rescind
          or not renew, any such permit, license, provider number,
          accreditation, certification, authorization, approval, consent or
          agreement granted by it to the Provider or to which it and the
          Provider are parties.

                (v)     There are no actions, suits, proceedings or
          investigations pending or threatened against the Provider before any
          court, governmental agency or other tribunal, other than suits filed
          prior to commencement of the Bankruptcy Case (as defined below), which
          could materially and adversely affect its ability to perform under
          this Agreement. The Provider does not have any intent to hinder,
          delay, or defraud any of its creditors in connection with the
          transactions contemplated by this Agreement.

                (vi)    Neither the Provider nor any persons who provide
          professional services under agreements with the Provider have engaged
          in any activities which are prohibited under federal Medicare and
          Medicaid statutes, federal CHAMPUS statutes or regulations promulgated
          pursuant to such statutes or any other federal or state or local
          statutes or regulations or which are prohibited by rules of
          professional conduct, including but not limited to: (A) knowingly and
          willfully making or causing to be made a false statement or
          representation of a material fact in any application for any benefit
          or payment; (B) knowingly and willfully making or causing to be made
          any false statement or representation of a material fact for use in
          determining rights to any benefit or payment; (C) failing to disclose
          knowledge by a claimant of the occurrence of any event affecting the
          initial or continued right to any benefit or payment on its own behalf
          or on behalf of another; (D) knowingly and willfully soliciting or
          receiving any remuneration (including any kickback, bribe or rebate),
          directly or indirectly, overtly or covertly, in cash or in kind or
          offering to pay such remuneration: (xx) in return for referring an
          individual to a person or entity for the furnishing or arranging for
          the furnishing of any item or service for which payment may be made in
          whole or in part by Medicare, Medicaid or any federal healthcare
          program or other governmental healthcare program or (yy) in return for
          purchasing, leasing or ordering or arranging for or recommending the
          purchasing, leasing or ordering of any good, facility, service or item
          for which payment may be made in whole or in part by Medicare,
          Medicaid or any federal healthcare program or other governmental
          healthcare program, or (zz) in connection with making prohibited
          referrals.

                                       14
<Page>

                (vii)   The Provider has valid business reasons for selling the
          Purchased Accounts rather than obtaining a loan with the Accounts as
          collateral.

          (b)   With respect to each Account, as of the date such Account is
     purchased and continuing thereafter so long as the Provider shall have any
     obligations remaining hereunder:

                (i)     All documents and agreements relating to each Purchased
          Account that are necessary to collect such Purchased Account have been
          delivered to the Purchaser and all such documents and agreements are
          true, correct and complete; the Provider has billed the applicable
          Third Party Obligor and the Provider has delivered or caused to be
          delivered to such Third Party Obligor all requested supporting claim
          documents with respect to such Purchased Account; all information set
          forth in the bill and supporting claim documents is true, correct and
          complete, and, if any error has been made, the Provider will promptly
          correct the same and, if necessary, rebill or, if requested by the
          Purchaser or Servicer, cooperate to rebill such Purchased Account.

                (ii)    Each Account is exclusively owned by the Provider
          (immediately prior to the sale of such Account to Purchaser pursuant
          to this Agreement) and there is no security interest or lien in favor
          of any third party, and no recording or filing against the Provider,
          as debtor, covering or purporting to cover, any interest of any kind
          in any Account, except (x) as has been released by each party holding
          such interest or lien in the Account and (y) in favor of Purchaser.
          Upon the Weekly Closing Date with respect to a Purchased Account all
          right, title and interest of the Provider with respect thereto
          automatically shall be vested in the Purchaser, free and clear of any
          lien, security interest, claim or encumbrance of any kind, and the
          Provider agrees, at its sole cost and expense, to defend the same
          against the claims of all persons and entities.

                (iii)   Each Purchased Account: (A) is payable, in an amount not
          less than and in a manner consistent with the assumptions underlying
          the determination of its expected Net Collectible Amount, by the Third
          Party Obligor identified by the Provider as being obligated to do so;
          (B) is based on an actual and bona fide rendition of services or sale
          of goods to the patient by the Provider in the ordinary course of its
          business; (C) is denominated and payable only in lawful currency of
          the United States; (D) is an account or general intangible within the
          meaning of the UCC of the state in which the Provider has its
          principal place of business or is a right to payment under a policy of
          insurance or the proceeds thereof, and is not evidenced by any
          instrument; and (E) to the best of Provider's knowledge and belief
          will be paid by the Third Party Obligor in an amount equal to the Net
          Collectible Amount within one hundred twenty (120) days after the
          related goods are provided or services are rendered by the Provider
          unless such Obligor, at such 120th day, is the subject of bankruptcy,
          insolvency, or receivership proceedings. There is no payor other than
          the Third Party Obligor identified by the Provider as the payor
          primarily liable on any Purchased Account.

                                       15
<Page>

                (iv)    Each Purchased Account is not subject to any action,
          suit, proceeding or dispute (pending or threatened), set-off,
          recoupment, counterclaim, defense, abatement, suspension, deferment,
          deductible, reduction or termination or the like by any Third Party
          Obligor. The Weekly Closing Date relating to a Purchased Account is
          not later than 60 days after the date of service giving rise to such
          Account.

                (v)     The Provider does not have any guaranty of, letter of
          credit providing credit support for, or collateral security for, any
          Purchased Account, other than any such guaranty, letter of credit or
          collateral security which has been assigned and delivered to the
          Purchaser, and any such guaranty, letter of credit or collateral
          security is not subject to any lien in favor of any other person or
          entity.

                (vi)    The goods provided or services rendered giving rise to
          each Purchased Account were furnished by Provider in the ordinary
          course of its business and to the best of Provider's knowledge and
          belief were medically necessary for the patient; the fees charged for
          such goods or services were the usual, customary and reasonable fees
          charged by other providers in the Provider's community and the
          community in which such patient resides for the same or similar goods
          and services; the fees for goods and services relating to the
          Purchased Accounts which are subject to limitations imposed by
          workers' compensation regulations or by contracts for reimbursement
          from Third Party Obligors do not exceed the limitations so imposed and
          each Purchased Account relating to goods and services the fees for
          which are so restricted has been clearly identified by the Provider to
          Purchaser as being subject to such restriction; the patient received
          such goods or services and the medical insurance coverage or other
          coverage by the responsible Third Party Obligor with respect thereto
          was effective at the time of treatment. Each patient signed a patient
          consent form in connection with all Purchased Accounts and such
          consent form is sufficient to allow the Provider to deliver to the
          Purchaser and Servicer with respect to each such Purchased Account,
          and for the Provider, the Purchaser, and the Servicer to deliver to
          the Third Party Obligor with respect to each such Purchased Account,
          information or documents necessary for the performance of servicing
          obligations with respect to such Purchased Accounts without violating
          any patients' privacy rights.

                (vii)   The expected payment by the applicable Third Party
          Obligor for the goods or services constituting the basis for each
          Purchased Account is consistent with the usual, customary and
          reasonable fees charged by other similar medical service providers in
          the Provider's community for the same or similar services.

                (viii)  To the best of Provider's knowledge and belief, the
          Third Party Obligor with respect to each Purchased Account is: (A)
          not, as of the date such Account is purchased, the subject of any
          bankruptcy, insolvency or receivership proceeding, nor, as of the date
          such Account is purchased, is it generally unable to

                                       16
<Page>

          make payments on its obligations when due; (B) located in the United
          States; and (C) one of the following: (i) an entity which in the
          ordinary course of its business or activities agrees to pay for
          healthcare services received by individuals, including, without
          limitation, commercial insurance companies and not-for-profit
          insurance companies (such as Blue Cross and Blue Shield entities)
          issuing health, personal injury, workers' compensation or other types
          of insurance, employers or unions which self-insure for employee or
          member health insurance, prepaid healthcare organizations, preferred
          provider organizations, health maintenance organizations or any other
          similar entity; or (ii) Medicare, Medicaid, governmental bodies or
          another Third Party Obligor of the type described in the definition of
          Governmental Accounts.

                (ix)    The proceeds of the sale of the Purchased Accounts will
          be used for the business and commercial purposes of the Provider. The
          sale of the Purchased Accounts pursuant to this Agreement is made in
          good faith and without actual intent to hinder, delay or defraud
          present or future creditors of the Provider. The Purchase Price for
          the Purchased Accounts is reasonably equivalent to the value of such
          Purchased Accounts.

                (x)     To the best of Provider's knowledge and belief, the
          insurance policy, contract or other instrument obligating a Third
          Party Obligor to make payment with respect to any Purchased Account:
          (A) does not contain any provision prohibiting the transfer of the
          right to receive such payment from the patient to the Provider, or
          from the Provider to the Purchaser; (B) has been duly authorized and,
          together with the Purchased Account, constitutes the legal, valid and
          binding obligation of the Third Party Obligor enforceable against such
          Third Party Obligor in accordance with its terms; (C) together with
          the Purchased Account, does not contravene in any material respect any
          requirement of law applicable thereto; and (D) was in full force and
          effect and applicable to the patient at the time the goods or services
          constituting the basis for the Purchased Account were furnished.

                (xi)    The representations, warranties and statements made by
          the Provider in this Agreement and any other documents delivered
          pursuant hereto, any financial information with respect to the
          Provider delivered to the Purchaser and any other related documents,
          including, without limitation, any description of any Purchased
          Account, are and to the best of Provider's knowledge and belief shall
          remain true, correct and complete and do not and will not contain any
          untrue statement of material fact or omit to state a material fact
          necessary to make the statements made therein not misleading.
          Promptly, upon discovering that any such representations, warranties
          and/or statements made by the Provider have become untrue, incorrect
          or incomplete or contain an untrue statement of fact, Provider shall
          immediately notify Purchaser of such change. Immediately upon
          discovering that any such representations, warranties and/or
          statements made by the Provider have become untrue, incorrect or
          incomplete, Provider shall have an obligation to immediately notify
          the Purchaser of such change.

                                       17
<Page>

                (xii)   The Provider has complied with all of its covenants and
          agreements in this Agreement with respect to each Account.

                (xiii)  As an additional condition to Purchaser's obligations
          under this Agreement and the Factoring Order, each of the Provider's
          Chief Executive Officer, Chief Financial Officer, and Chief Accounting
          Officer (collectively, the "SENIOR OFFICERS") shall execute and
          deliver to Purchaser an acknowledgement of validity of receivables, in
          the form and substance reasonably satisfactory to Purchaser, Provider
          and each of the Senior Officers, that includes an acknowledgement
          that, to the best of his or her knowledge (but without any obligation
          on the part of the Senior Officers to make investigation, other than
          such investigation, if any, customary in the industry and consistent
          with the ordinary course of business between and among the Provider
          and the obligor of each Purchaser Account), each Purchased Account is
          valid, enforceable and collectible in accordance with its terms.

          8.    COVENANTS OF EACH PROVIDER. Each Provider covenants and agrees
with the Purchaser as follows:

          (a)   The Provider shall execute such financing statements under the
     UCC (naming the Purchaser as Purchaser and/or secured party) as the
     Purchaser may reasonably request with respect to all Accounts whether or
     not purchased pursuant to this Agreement. From time to time, upon request
     of the Servicer or Provider, the Provider shall provide the Purchaser with
     any additional information, shall execute and deliver to the Purchaser any
     additional agreements, instruments, notices to Third Party Obligors,
     documents or financing statements and shall take all actions deemed by the
     Purchaser as necessary or desirable to effectuate the provisions of this
     Agreement and any documents delivered pursuant hereto, to evidence, protect
     and perfect the assignment of the title to the Purchased Accounts and the
     grant of a security interest in and lien on the Accounts and to facilitate
     the collection of the Purchased Accounts. Notwithstanding the foregoing,
     Purchaser shall have the right to file financing statements without the
     Provider's signature thereon, such right being hereby authorized. Unless
     otherwise requested by the Purchaser, the Uniform Commercial Code ("UCC")
     financing statement property description in the UCC financing statement
     filed by the Purchaser against the Provider shall be in the form of Exhibit
     E. At the option of the Purchaser, at any time and from time to time, the
     Provider shall furnish to the Purchaser claim documents relating to
     Accounts which are not Purchased Accounts.

          (b)   The Purchaser and its agents and representatives are hereby
     irrevocably constituted and designated as the Provider's attorneys-in-fact,
     which irrevocable power of attorney is coupled with an interest: (i) to
     endorse or sign the Provider's name to remittances, invoices, assignments,
     checks (other than in payment of Governmental Accounts, unless the
     Purchaser has obtained an appropriate court order or decree), drafts or
     other instruments or documents in respect of the Purchased Accounts; (ii)
     to notify Third Party Obligors (other than Governmental Third Party
     Obligors, unless the Purchaser has obtained an appropriate court order or
     decree) to make payments on the

                                       18
<Page>

     Purchased Accounts directly to the Purchaser; and (iii) to bring suit in
     the Provider's name and to settle or compromise such Purchased Accounts as
     the Provider or the Servicer may, in its discretion, deem appropriate
     (other than with respect to Governmental Third Party Obligors, unless
     Purchaser has obtained an appropriate court order or decree); and (iv) to
     sign and file financing statements on the Provider's behalf.
     Notwithstanding the foregoing, upon request of Purchaser from time to time,
     Provider shall cooperate with Purchaser in order to allow Purchaser to
     obtain a court order or decree directing Governmental Third Party Obligors
     to make payments on Governmental Accounts directly to the Purchaser Lockbox
     or the Purchaser Lockbox Bank Account.

          (c)   The Provider shall pay to the Purchaser (or any assignee or
     participant) the out of pocket costs, fees and expenses (including
     reasonable attorney's fees and auditing fees) incurred by the Purchaser (or
     any assignee or participant) incident to the exercise of the rights of the
     Purchaser and the enforcement of the Provider's obligations hereunder,
     including those involving any bankruptcy or insolvency proceedings of the
     Provider, and the Purchaser's costs, fees and expenses in monitoring and
     participating in any such proceedings, within fifteen (15) days of the
     receipt of notice thereof. Upon request, Provider will reimburse Purchaser
     (or any assignee or participant) certain routine expenses, including credit
     research, filing searches, filing fees, wire transfer costs, overnight mail
     and travel expenses.

          (d)   The Provider shall: (i) treat transfers to the Purchaser of
     Purchased Accounts hereunder as a sale for all purposes, including tax and
     accounting (and shall accurately reflect all such sales in its financial
     statements; the financial statements of the Provider shall disclose the
     effects of the sale and purchase of the Purchased Accounts in accordance
     with generally accepted accounting principles, including treating the sale
     of the Purchased Accounts as a sale rather than as a financing transaction;
     and the financial statements of the Provider shall clearly indicate that
     the Purchased Accounts have been purchased by the Purchaser and that the
     Purchased Accounts are not available to satisfy the obligations of the
     Provider or its affiliates) , and shall promptly advise all persons and
     entities who inquire about the ownership of any Purchased Accounts that the
     Purchased Accounts have been sold to the Purchaser; (ii) not treat any
     Purchased Accounts as an asset on the Provider's books and records; (iii)
     record in the Provider's books, records and computer files pertaining
     thereto that the Purchased Accounts have been sold to the Purchaser and
     that the Purchaser has exclusive ownership of the Purchased Accounts; (iv)
     pay all taxes, if any, relating to the transfer of the Purchased Accounts
     after the same have been purchased by the Purchaser; (v) not assign or
     grant any security interest in any Accounts from and after the date hereof
     to any person or entity other than the Purchaser; (vi) not impede or
     interfere with the Purchaser's collection of any Purchased Accounts; (vii)
     not amend, waive or otherwise permit or agree to any deviation from the
     terms or conditions of Purchased Accounts; (viii) obtain all consents from
     patients which are required by law in order for the Purchaser or the
     Servicer to obtain information needed to obtain payment from the respective
     Third Party Obligors; (ix) bill Accounts on the same bases and using the
     same policies and practices that it has used in the past unless the
     Purchaser has been advised of and consented in writing to a change prior to
     its purchase of such Accounts; and (x) not claim any ownership interest in
     any Purchased Account.

                                       19
<Page>

     The Purchaser or its designated representatives from time to time may audit
     or otherwise verify any Accounts, inspect, check, and take copies of or
     extracts from the Provider's books, records and files and interview
     employees and former employees of the Provider and, in each instance, the
     Provider shall make the same available to the Purchaser or such
     representatives at any reasonable time for such purposes.

          (e)   The Provider agrees that the Purchaser or the Servicer shall
     have the right but not the obligation to have at least one of its agents or
     representatives physically present in the Provider's administrative offices
     during normal business hours to assist the Provider in performing its
     obligations under this Agreement.

          (f)   Until such time as the Provider has satisfied all obligations
     owed Purchaser under this Agreement, the Provider shall deliver to the
     Purchaser: (i) within 45 days after the end of each fiscal quarter, the
     Provider's financial statements for such period and for that portion of its
     fiscal year through the end of such period; (ii) within 150 days after the
     end of the Provider's fiscal year, the Provider's audited, annual financial
     statements for such year (or if such statements are not audited, annual
     financial statements certified by the Provider's chief financial officer);
     and (iii) promptly upon request, such other information concerning the
     Provider as the Purchaser or the Servicer may from time to time request,
     including without limitation Medicare cost reports and audits. All
     financial statements delivered to the Purchaser shall be prepared on a
     basis consistent with those previously submitted to the Purchaser. The
     Provider shall not change its accounting coding system for its Accounts
     without prior written notification to the Purchaser of such change.

          (g)   The Provider shall promptly notify the Purchaser and the
     Servicer in the event of any action, suit, proceeding, dispute, offset,
     deduction, defense or counterclaim that is or may be asserted by a Third
     Party Obligor with respect to any Account. The Provider shall make all
     payments to the Third Party Obligors necessary to prevent the Third Party
     Obligors from offsetting any earlier overpayment to the Provider against
     any amounts the Third Party Obligors owe on any Purchased Accounts.

          (h)   Subject to the disclosure requirements applicable in Chapter 11
     Bankruptcy Cases, the Provider shall not at any time, during or after the
     Offer Period, disclose to any third party the terms of this Agreement
     (including without limitation the exhibits hereto) or any information or
     materials communicated to the Provider by the Purchaser or obtained by the
     Provider from the Purchaser (the "CONFIDENTIAL MATERIALS") unless
     specifically authorized in writing by the Purchaser to do so; provided,
     however, that the Provider may disclose certain Confidential Materials, on
     a need-to-know basis, to its officers, directors, shareholders and
     employees as is reasonably necessary for compliance with the terms of this
     Agreement, provided, further, however, that the Provider shall comply with
     its obligations under this Agreement to inform third parties that the
     Purchaser owns the Purchased Accounts. In the event that at any time or
     from time to time the Purchaser shall give the Provider written
     authorization to make any disclosures of Confidential Materials, the
     Provider shall do so only within the limits and to the extent of such
     authorization. In addition, the Provider shall take all actions

                                       20
<Page>

     necessary to prevent disclosure of any Confidential Materials to any third
     party. In the event that the Provider is requested or directed to supply
     any information contained in any such Confidential Materials pursuant to
     the terms of a subpoena, order, civil investigation demand or similar
     process issued by a court of competent jurisdiction or by a governmental
     body, the Provider shall: (a) immediately notify the Purchaser of the
     service of such process and of all other terms and circumstances
     surrounding such request or direction; (b) consult with the Purchaser on
     the advisability of taking legally available steps to resist or limit such
     request or direction; and (c) if disclosure of such information is
     required, furnish only that portion of the Confidential Materials which, in
     the opinion of the disclosing party's counsel, is legally required to be so
     disclosed and advise the Purchaser as far in advance of such disclosure as
     is possible in order that the Purchaser may have an opportunity to seek an
     appropriate protective order or other reliable assurance that confidential
     treatment will be accorded such Confidential Materials. Without limiting
     the generality of the foregoing, the Provider shall not oppose any actions
     by the Purchaser or any of its agents or representatives to obtain
     appropriate protective orders or other reliable assurances that
     confidential treatment shall be accorded to such Confidential Materials.
     Notwithstanding the foregoing, no act of disclosure by the Debtors during
     their Bankruptcy Case (as defined below) that is reasonably necessary or
     appropriate to the Chapter 11 process or under applicable non-bankruptcy
     law shall be deemed a violation of this Subsection (h).

          (i)   The Provider shall not: (i) enter into any agreement to
     subordinate its rights with respect to any Accounts to any other person or
     entity without the prior written consent of the Purchaser, or (ii) amend
     any such agreement as to which Purchaser's consent has been given, without,
     in each such instance, the prior written consent of Purchaser to such
     amendment.

          (j)   The Provider shall immediately notify the Purchaser of any
     default in any indebtedness of the Provider. The Provider agrees that,
     subject to the penultimate sentence of this paragraph, the Purchaser shall
     have the right, in its sole discretion, to pay any person or entity as to
     whom such default exists out of amounts otherwise payable to the Provider
     pursuant to this Agreement, and the Provider hereby authorizes the making
     of any such payment directly to such aggrieved person or entity and any
     such payment by the Purchaser to such person or entity shall be deemed to
     constitute a payment to the Provider of the corresponding amount payable by
     Purchaser to the Provider. In the event of a good faith dispute as to the
     existence of any such default, the Provider agrees that, subject to the
     penultimate sentence of this paragraph, the Purchaser shall have the right,
     in its sole discretion, to make any such payment into an escrow account
     pending determination thereof. It is understood and agreed that this
     provision is for the benefit of the Purchaser and that the third party
     person or entity shall not be entitled to enforce any rights hereunder. It
     is further understood that prior to the Purchaser making any payments
     pursuant to this paragraph (whether directly to another person or entity or
     to an escrow account), the Purchaser shall give the Provider prior written
     notice of the Purchaser's intent to make such payment and the Purchaser
     shall give the Provider 20 days to cure such default. If such default is
     not cured within such 20 day period the Purchaser shall be entitled to make
     the payments described in this paragraph.

                                       21
<Page>

          (k)   The Provider shall immediately notify the Purchaser if any
     representation or warranty made by the Provider pursuant to this Agreement
     shall cease to be true, correct and complete in all respects.

          (l)   The Provider shall immediately notify the Purchaser in writing
     (i) if it has any intention of commencing any bankruptcy or insolvency
     proceeding or (ii) upon the commencement of any bankruptcy or insolvency
     proceeding by or against the Provider. This Sub-section (l) shall not be
     enforceable during the pendency of the Debtors' jointly administered
     Chapter 11 Bankruptcy Case filed on November 27, 2002, with the United
     States Bankruptcy Court for the Eastern District of New York, Case Nos.
     8-02-88564 (the "BANKRUPTCY CASE").

          (m)   Provider acknowledges that there is no, and it will not seek or
     attempt to establish any, fiduciary relationship between Purchaser and
     Provider and Provider waives any right to assert, now or in the future, the
     existence or creation of any fiduciary relationship between Purchaser and
     Provider in any action or proceeding (whether by way of claim,
     counterclaim, crossclaim or otherwise) for damages or other relief.

          (n)   Provider acknowledges that this Agreement is one of financial
     accommodation and not assumable by any debtor, trustee, or
     debtor-in-possession in any bankruptcy proceeding without Purchaser's
     express written consent. Notwithstanding the foregoing, this Subsection (n)
     shall be deemed inapplicable during the pendency of the Bankruptcy Case.

          (o)   Purchaser's books and records shall be admissible in evidence
     without objection as prima facie evidence of the status of the accounts
     between Purchaser and Provider. Each statement, report or accounting
     rendered or issued by Purchaser to Provider shall be deemed conclusively
     accurate and binding on Provider unless within fifteen (15) days after the
     date of issuance Provider notifies Purchaser to the contrary by registered
     or certified mail, setting forth with specificity the reasons why Provider
     believes such statement, report or accounting is inaccurate, as well as
     what Provider believes to be correct amount(s) therefor. Provider's failure
     to receive any such statement shall not relieve it of the responsibility to
     request such statement and Provider's failure to do so shall nonetheless
     bind Provider to whatever Purchaser's records would have reported.

          (p)   In the event Provider's principals, officers or directors form a
     new entity, which shall engage in the same business as Provider, whether
     corporate, partnership, limited liability company or otherwise during the
     term of this Agreement or while Provider remains liable to Purchaser for
     any obligations under this Agreement, such entity shall be deemed to have
     expressly guaranteed the obligations due Purchaser by Provider under this
     Agreement. Upon the formation of any such entity, Purchaser shall be deemed
     to have been granted an irrevocable power of attorney with authority to
     execute, on behalf of the newly formed entity, a new UCC-1 financing
     statement and to have it filed with any and all appropriate secretaries of
     state or other UCC filing offices. Purchaser shall be held harmless by
     Provider and be relieved of any liability as a result of

                                       22
<Page>

     Purchaser's execution and recording of any such financing statement or the
     resulting perfection of a lien in any of the new entity's assets. In
     addition, Purchaser shall have the right to notify the new entity's Third
     Party Obligors of Purchaser's rights, including without limitation,
     Purchaser's right to collect all Accounts, and to notify creditor of the
     new entity that the Purchaser has rights in such new entity's assets.

          9.    SECURITY INTEREST.

          (a)   "SUBJECT PROPERTY" (sometimes referred to herein as
     "COLLATERAL") means all of the Providers' right, title and interest in, to
     and under any and all of the following: all Accounts and Purchased Accounts
     arising on or after October 18, 2002, and all Accounts and Purchased
     Accounts representing any and all of Providers' rights to payment, whenever
     arising, together with all accounts, chattel paper, documents, instruments,
     letter of credit rights, supporting obligations, deposit accounts, and
     general intangibles arising from or related thereto, all rights, remedies,
     guarantees, security interests and liens in respect of any of the
     foregoing, all records (other than patient medical records to the extent
     protected from disclosure by law) and other information necessary or
     relevant to the collection of such Accounts and Purchased Accounts, whether
     now owned or existing or hereafter created, acquired or arising and
     wherever located and all of the proceeds, products, and offspring of the
     foregoing (all of such terms, as applicable, are presently or hereafter
     defined in the Uniform Commercial Code), including but not limited to (i)
     all rights to payment arising on or after October 18, 2002 under any
     agreements with all Third Party Obligors, (ii) all cash deposited with
     Purchaser or that Purchaser is entitled to retain or otherwise possess as
     collateral pursuant to the provisions of this Factoring Agreement, and
     (iii) any and all cash and non-cash proceeds of the foregoing (including,
     but not limited to, any claims to any items referred to in this definition
     and any claims against third parties for loss of, damage to, or destruction
     of any or all of the Subject Property or for proceeds payable under or
     unearned premiums with respect to policies of insurance) in whatever form.

          (b)   In the event that, contrary to the mutual intent of the Provider
     and the Purchaser, any purchase of any Purchased Accounts is not
     characterized as a sale, each Provider shall, effective as of the date
     hereof, be deemed to have granted (and the Provider does hereby grant) to
     the Purchaser a first priority security interest in and to all of the
     Subject Property to secure the repayment of all amounts advanced to or for
     the benefit of each Provider and all of the Providers hereunder and all
     other amounts due or owing to the Purchaser by any and all of the
     Providers, and this Agreement shall be deemed to be a security agreement
     for such purposes. In such event, it is agreed that this Agreement is
     intended to comply in all respects with all provisions of law and not to
     violate, in any way, any legal limitations on interest charges.
     Accordingly, if, for any reason, the Providers are required to pay, or have
     paid, interest or fees at a rate in excess of the highest rate of interest
     which may be charged by the Purchaser or which the Providers may legally
     contract to pay under applicable law (the "MAXIMUM RATE"), then the
     interest rate shall be deemed to be reduced, automatically and immediately,
     to the Maximum Rate, and interest or fees payable hereunder shall be
     computed and paid at the Maximum Rate and the portion of all prior payments
     of interest or fees in excess of the

                                       23
<Page>

     Maximum Rate shall be deemed to have been prepayments of the amounts
     advanced to the Providers hereunder.

          (c)   With respect to the grant of a security interest as set forth
     above, the Purchaser may, at its option, exercise from time to time any and
     all rights and remedies available to it under the UCC or otherwise. Each
     Provider agrees that five (5) days shall be reasonable prior notice of the
     date of any public or private sale or other disposition of all or part of
     the Subject Property.

          (d)   Each Provider represents and warrants that: (i) the location of
     the Provider's principal place of business, chief executive office and all
     locations in which the Provider maintains records with respect to the
     Accounts are set forth in the introductory paragraph of this Agreement, and
     that the Provider has not changed any such location in the last five (5)
     years; and (ii) the exact name of the Provider is as set forth in the
     introductory paragraph of this Agreement and, except as set forth therein,
     the Provider has not changed its name in the last five (5) years and during
     such period the Provider did not use, nor does the Provider now use, any
     fictitious, doing business as or trade name or any other name. Each
     Provider shall notify the Purchaser in writing thirty (30) days prior to
     any change in any location referred to in clause (i) and/or any change in
     any name referred to in clause (ii).

          10.   REMEDIES. Each of the Purchaser's rights and remedies under this
Agreement are cumulative, and such rights and remedies are in addition to and
not by way of limitation of any other rights or remedies which the Purchaser may
have under applicable law. The Purchaser shall have the right, in its sole
discretion, to determine which rights and remedies, and in which order any of
the same, are to be exercised. No act, failure or delay by the Purchaser shall
constitute a waiver of any of the rights and remedies to which it would
otherwise be entitled. In the event Purchaser deems it necessary to seek
equitable relief, including, but not limited to, injunctive or receivership
remedies, as a result of any Provider's default, each Provider waives any
requirement that Purchaser post or otherwise obtain or procure any bond.
Alternatively, in the event Purchaser, in its sole and exclusive discretion,
desires to procure and post a bond, Purchaser may procure and file with the
court a bond in an amount up to and not greater than $10,000.00 notwithstanding
any common or statutory law requirement to the contrary. Upon Purchaser's
posting of such bond it shall be entitled to all benefits as if such bond was
posted in compliance with applicable law. Each Provider also waives any right it
may be entitled to, including an award of attorney's fees or costs, in the event
any equitable relief sought by and awarded to Purchaser is thereafter, for
whatever reason(s), vacated, dissolved or reversed. Notwithstanding the
existence of any law, statute or rule, in any jurisdiction which may provide a
Provider with a right to attorney's fees or costs, each Provider hereby waives
any and all rights to hereafter seek attorney's fees or costs thereunder and
each Provider agrees that Purchaser exclusively shall be entitled to
indemnification and recovery of any and all attorney's fees or costs in respect
to any litigation based hereon, arising out of, or related hereto, whether
under, or in connection with, this and/or any agreement executed in conjunction
herewith, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of either party.

                                       24
<Page>

          11.   TERM; TERMINATION.

          (a)   The Offer Period shall be automatically extended from year to
     year on the terms and conditions set forth in this Agreement unless (i)
     Purchaser shall, not less than thirty (30) days prior to the expiration of
     the initial one year Offer Period or any subsequent one year Offer Period,
     give to the Providers notice of Purchaser's intention not to so extend or
     (ii) the Providers shall, in accordance with paragraph (b), give to
     Purchaser notice of the Providers' intention to terminate this Agreement.
     This Agreement shall be binding upon the parties hereto upon its execution
     and shall continue until the later of (i) the collection of all Accounts
     sold hereunder or (ii) the payment of any Repurchase Prices and all other
     amounts due hereunder.

          (b)   The Providers may terminate their obligation to offer to sell
     Accounts to the Purchaser pursuant to this Agreement upon no less than
     sixty (60) days prior written notice to the Purchaser.

          (c)   In addition to any other rights and remedies provided for
     herein, the Purchaser may, upon the occurrence of any of the following
     Termination Events, by way of example, but not by way of limitation,
     enforce all of their rights (so long as Purchaser provides Debtors, the
     United States Trustee, and counsel for the Unsecured Creditors' Committee,
     if any, with not less than ten (10) calendar days written notice to cure).
     Notwithstanding the foregoing, upon a Default, Purchaser shall be entitled
     to a hearing on an expedited basis after three (3) business days' notice to
     Debtors and counsel for Debtors, subject to the Court's calendar and
     availability, regarding immediate relief from the automatic stay of
     Bankruptcy Code Section 362 (a), which shall entitle the Purchaser to seek,
     inter alia and without limitation, the following relief:

                (i)     immediate payment of all money due under the Factoring
          Agreement;

                (ii)    immediate set-off against any and all Collateral for all
          amounts owed;

                (iii)   immediate notification to all non-government account
          debtors, whether or not of purchased accounts, that payment shall be
          made exclusively to Purchaser;

                (iv)    immediate authority for Purchaser to proceed in any
          non-bankruptcy court to enforce their rights.

          (d)   Notwithstanding anything contained herein to the contrary, the
     Purchaser may terminate this Agreement immediately and without notice upon
     the occurrence of any of the following events (each a "TERMINATION EVENT"):

                (i)     any of the Providers fail to make any payment required
          under this Agreement;

                                       25
<Page>

                (ii)    there is an occurrence of a Bankruptcy Event (as defined
          below) with respect to any Provider provided, however, that this
          Subsection (d)(ii) shall be deemed inapplicable during such time that
          the Bankruptcy Case is open and until such time that a plan of
          reorganization is confirmed;

                (iii)   any Provider fails to honor any obligation set forth in
          this Agreement. For purposes of this Agreement, "BANKRUPTCY EVENT"
          shall mean the Provider generally not paying its debts as such debts
          become due, or admitting in writing its inability to pay its debts
          generally, or making a general assignment for the benefit of
          creditors; or any proceeding being instituted by or against any
          Provider seeking to adjudicate it a bankrupt or insolvent, or seeking
          liquidation, dissolution, winding up, reorganization, arrangement,
          adjustment, protection, relief, or composition of it or its debts
          under any law relating to bankruptcy, insolvency or reorganization or
          relief of debtors, or seeking the entry of an order for relief or the
          appointment of a receiver, trustee, custodian or other similar
          official for it or for any substantial part of its property or assets
          and, in the case of any such proceeding instituted against it (but not
          instituted by it), either such proceeding shall remain undismissed or
          unstayed for a period of 60 days, or any of the actions sought in such
          proceeding (including, without limitation, the entry of an order for
          relief against, or the appointment of a receiver, trustee, custodian
          or other similar official for, it or for any substantial part of its
          property or assets) shall occur; or the Provider taking any action to
          authorize or acquiesce in any of the actions set forth above in this
          paragraph;

                (iv)    any lien or encumbrance is granted, is discovered, or
          attaches to any of the Collateral, except the liens and security
          interests in favor of Purchaser, and Permitted Liens (as set forth on
          the attachment hereto entitled "PERMITTED LIENS"), without the express
          written consent of Purchaser;

                (v)     any administrative expense claim is allowed and is
          senior to or pari passu with the Purchaser's claims or if any lien
          shall be granted in the Bankruptcy Case with respect to any of the
          Collateral (other than those granted with the written consent of
          Purchaser or as authorized by this agreement); however, Debtors are
          not prohibited from paying ordinary and routine operating expenses,
          U.S. Trustee fees and professional fees and costs on terms and
          conditions established and approved by the Bankruptcy Court;

                (vi)    the Debtors make any disposition of Collateral outside
          the ordinary course of Debtors' businesses without the express written
          consent of Purchaser;

                (vii)   the Debtors fail to pay timely any statutory fees
          payable to the United States Trustee pursuant to 28 U.S.C. Section
          1930(a)(6);

                (viii)  any representation, warranty, or certification made by
          the Debtors or any of the Senior Officers, is or becomes incorrect in
          any material respect;

                                       26
<Page>

                (ix)    the Bankruptcy Case is dismissed or converted to a
          Chapter 7 Bankruptcy Case, or a Chapter 11 trustee or an examiner is
          appointed in the Bankruptcy Case;

                (x)     the Factoring Order approving the Factoring Agreement is
          stayed, amended, modified, reversed, or vacated;

                (xi)    a plan of reorganization is confirmed that fails to
          provide for termination of the Factoring Agreement and payment in
          full, in cash, of Debtors' obligations under the Factoring Agreement
          on the effective date of the plan unless the plan adopts the exact
          terms of the Factoring Agreement, as approved by the Bankruptcy Court,
          or Purchaser agrees, in writing, to a modification or different
          treatment and affirmatively votes in favor of the plan;

                (xii)   the Bankruptcy Court enters an order granting relief
          from the automatic stay to any creditor with respect to any claim in
          an amount equal to or exceeding $75,000.00 in the aggregate; provided,
          however, that it shall not be an Event of Default if the automatic
          stay is lifted solely for the purpose of allowing a creditor to
          liquidate its claim against a Debtor or seek payment from an insurance
          policy, or the Debtors file a document with the Bankruptcy Court
          acknowledging that such property is not necessary to an effective
          reorganization;

                (xiii)  Debtors' current principals cease to actively manage and
          be involved in the operations of the Debtors and replacements
          reasonably acceptable to the Purchaser shall not be retained or the
          principal(s) of the Debtors become deceased or incompetent,
          notwithstanding Bankruptcy Rule 1016;

                (xiv)   an order is entered in the Bankruptcy Case authorizing
          the sale or other disposition of all, or substantially all, of the
          assets of any or all of the Debtors, unless such order provides for
          payment in full, in cash, of Debtors' obligations under the Factoring
          Agreement upon consummation of the sale; or

                (xv)    the Debtors take any action inconsistent with the
          foregoing or fail to timely contest any prohibited conduct or relief
          requested."

          (e)   If a Termination Event shall occur and be continuing, the
     Purchaser may, without limiting any right of the Purchaser hereunder, take
     complete authority and control of all administration and servicing of the
     Accounts, at the Providers' sole cost and expense. Upon any such action,
     the Purchaser shall have, in addition to the rights and remedies which it
     may have under this Agreement, all other rights and remedies provided after
     default under the UCC and under other applicable law, which rights and
     remedies shall be cumulative. A Termination Event shall not affect any
     security interest granted pursuant to this Agreement, including but not
     limited to security interests in property not yet owned by a Provider or
     not created as of the Termination Event.

          (f)   Unless Purchaser agrees in writing, at its sole discretion, to
     extend the term of the Factoring Agreement, or until a Termination Event,
     the obligations due the

                                       27
<Page>

     Purchaser under the Factoring Agreement are to be paid in full within 15
     days after the date of the entry of an order confirming a plan of
     reorganization unless the Debtors assume the terms of the Factoring
     Agreement in their entirety without modifications; or, the Debtors and
     Purchaser agree to other treatment under the plan. Moreover, no
     confirmation order for a plan of reorganization shall provide for a
     discharge or otherwise affect in any way any of the obligations of the
     Debtors or any Guarantors as those obligations are detailed in the
     agreements approved by the Bankruptcy Court), including without limitation,
     the Debtors' agreements with Purchaser.

          Termination of the Factoring Agreement shall not terminate,
extinguish, or remove any liens or security interests granted to Purchaser until
Debtors have fully paid and discharged all of their obligations to Purchaser.

          12.   INDEMNIFICATION. This Agreement shall not constitute an
assumption by the Purchaser of any obligation to any Third Party Obligor or
patient. Each Provider shall indemnify and hold harmless the Purchaser, and its
officers, directors, shareholders, employees, representatives, agents and
assigns (each an "INDEMNIFIED PARTY"), from and against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses and disbursements of any kind or nature whatsoever (including, without
limitation, settlement costs and any attorneys and accountants fees and expenses
relating to or in connection with the enforcement of the Purchaser's rights and
remedies hereunder, or for investigating, prosecuting or defending any actions
or threatened actions) which may be imposed on, incurred by or asserted against,
any Indemnified Party in any way relating to or arising out of any breach by any
Provider of any representation, warranty, covenant or agreement contained in
this Agreement, including without limitation any document furnished pursuant
hereto, together with interest on cash disbursements in connection therewith at
the Additional Charge from the date cash disbursements were made or incurred by
any Indemnified Party until paid in full by the Providers. Any amount payable by
the Providers to the Purchaser under any provision of this Agreement shall be
paid without any deduction or set-off by the Providers of any kind.

          13.   CONTROLLING LAW. This Agreement, each of the other documents
delivered and to be delivered pursuant hereto and all of the rights and
obligations of the parties hereunder and thereunder shall be governed by and
interpreted in accordance with the laws of the State of Florida, without regard
to the conflict of law provisions of the State of Florida, provided, however,
that during the Bankruptcy Case, federal bankruptcy law shall be controlling to
the extent it may be inconsistent with Florida law.

          14.   WAIVER OF JURY TRIAL, JURISDICTION AND VENUE. EACH PROVIDER
HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN THE EVENT OF ANY LITIGATION WITH
RESPECT TO ANY MATTER RELATING TO THIS AGREEMENT AND/OR ANY OF THE DOCUMENTS
DELIVERED AND TO BE DELIVERED HEREUNDER AND EACH PROVIDER HEREBY IRREVOCABLY
CONSENTS TO THE SOLE AND EXCLUSIVE JURISDICTION OF, AT THE OPTION OF THE
PURCHASER, THE STATE OR FEDERAL COURTS IN THE STATE OF FLORIDA, PALM BEACH
COUNTY, IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT AND/OR ANY SUCH DOCUMENTS. EACH

                                       28
<Page>

PROVIDER ALSO WAIVES ANY RIGHT TO OBJECT TO VENUE OR SEEK TO CHANGE VENUE BASED
ON INCONVENIENCE OR OTHERWISE. EACH PROVIDER WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE
BY CERTIFIED OR REGISTERED MAIL DIRECTED TO THE PROVIDER AT THE PROVIDER'S
ADDRESS FIRST ABOVE SET FORTH IN THIS AGREEMENT. THE PROVIDER SHALL APPEAR IN
ANSWER TO SUCH SUMMONS, COMPLAINT OR OTHER PROCESS WITHIN THE TIME PRESCRIBED BY
LAW, FAILING WHICH THE PROVIDER SHALL BE DEEMED IN DEFAULT AND JUDGMENT MAY BE
ENTERED BY THE PURCHASER AGAINST THE PROVIDER FOR THE AMOUNT OF THE CLAIM AND
ANY OTHER RELIEF REQUESTED THEREIN. NOTWITHSTANDING THE FOREGOING DURING THE
PENDENCY OF THE BANKRUPTCY CASE, THE BANKRUPTCY COURT SHALL HAVE SOLE AND
EXCLUSIVE JURISDICTION TO DETERMINE ANY AND ALL DISPUTES ARISING UNDER OR
RELATING TO THE FACTORING AGREEMENT OR ANY OF THE OTHER DOCUMENTS DELIVERED AND
TO BE DELIVERED PURSUANT THERETO.

          15.   MISCELLANEOUS.

          (a)   This Agreement sets forth the entire agreement and understanding
     of the parties hereto concerning the subject matter provided for herein.
     This Agreement supersedes any and all prior agreements and understandings
     between the parties with respect to such subject matter, whether oral or
     written.

          (b)   This Agreement may only be amended by a writing signed by both
     of the parties hereto. No waiver shall be effective unless it is in writing
     and is signed by the waiving party. Any waiver shall be effective only in
     the specific instance and for the specific purpose for which it is given.

          (c)   This Agreement shall inure to the benefit of and be binding upon
     the parties hereto and their respective successors and assigns.
     Notwithstanding the foregoing, the Providers may not, directly or
     indirectly, voluntarily or by operation of law, assign this Agreement or
     any of its rights or obligations hereunder without first obtaining the
     prior written consent of the Purchaser. Each Provider acknowledges that the
     Purchaser may pledge, assign or transfer any or all of its rights and
     obligations hereunder and its interest in the Purchased Accounts and the
     other Subject Property to another entity, including as collateral security
     for any indebtedness of the Purchaser.

          (d)   The invalidity or unenforceability of any provision of this
     Agreement shall not impair the validity or enforceability of any other
     provisions of this Agreement.

          (e)   Unless otherwise expressly provided in this Agreement, all
     notices and other communications provided for herein shall be in writing
     and shall be deemed to have been given when delivered by facsimile
     transmission or overnight delivery service or two (2) days after mailed by
     first class registered or certified mail, postage prepaid, to the addresses
     first above set forth, or to such other address as may be furnished from
     time to time by notice similarly served to the other party at the address
     first above set forth.

                                       29
<Page>

          (f)   The representations, warranties and covenants of each Provider
     contained herein shall be cumulative and shall survive the purchase of the
     Purchased Accounts and shall remain in full force and effect
     notwithstanding any investigation made by or on behalf of the Purchaser and
     notwithstanding any knowledge (actual or imputed) that the Purchaser may
     have which is inconsistent therewith.

          (g)   Each Provider agrees that the Servicer shall not be liable in
     any respect to the Provider for the structuring of this Agreement, the flow
     of funds received from the servicing of Purchased Accounts or any of the
     Purchaser's obligations to the Provider. Any provision in this Agreement
     which refers to the Servicer shall also apply to any sub-servicer which may
     at any time or from time to time be appointed by the Purchaser or the
     Servicer.

          (h)   This Agreement may be executed in any number of counterparts,
     each of which shall be deemed to be an original and all of which shall
     constitute one and the same instrument.

          (i)   Nothing set forth herein or otherwise shall render Purchaser, on
     the one hand, and the Providers, on the other hand, partners of one
     another, or constitute any of the Provider as an agent of Purchaser.

          (j)   The Providers' sole remedy for any breach committed by Purchaser
     of any obligation owed under this Agreement or any other agreement between
     the Providers and Purchaser shall be limited to the balance of the Reserve
     Account. Under no circumstances shall Purchaser be liable for any
     incidental, special or consequential damages, including, but not limited
     to, loss of goodwill, loss of profit, or any other costs associated
     therewith, whether Purchaser did or did not have any reason to know of a
     loss that may result from any general or particular requirement of the
     Providers.

          (k)   Each Provider agrees to execute any and all forms (including
     without limitation, Forms 8821 and/or 2848) that Purchaser may require in
     order to enable Purchaser to obtain and receive tax information with
     respect to the Provider from the Department of the Treasury, Internal
     Revenue Service or other taxing authority, or receive refund checks.

          (l)   Each Provider agrees that it shall not institute against, or
     solicit or encourage any person or entity to institute against, or join any
     person or entity in instituting against, the Purchaser or any of its
     property any bankruptcy, reorganization, arrangement, insolvency or
     liquidation proceedings or any other similar proceeding under any federal,
     state or other law.

          (m)   Each of the parties hereto, by its signature below, acknowledges
     that all of the terms, conditions, covenants and agreements set forth above
     are acceptable to it and that it shall comply with all of the terms and
     conditions set forth in this Agreement. The date of this Agreement is the
     date set forth on the first page of this Agreement.

                                       30
<Page>

          16.   REIMBURSABLE EXPENSES. Purchaser shall be entitled to use its
own internal auditors when possible; otherwise it shall be entitled to engage an
outside auditor or professional to perform audit or investigative services of
the Debtors' financial condition or with respect to the Collateral. Purchaser
shall be entitled to be reimbursed all of their post-petition, pre-plan
confirmation reasonable attorneys' fees and costs in accordance with the
following procedure: Purchaser, or its professionals each month, shall transmit
a copy of its monthly statements for fees and costs to the United States
Trustee, counsel for any official unsecured creditors' committee and Debtors'
counsel. Unless a written objection (specifying the line item of the bill
objected to, the reason for the objection and a proposed resolution of the
objection) is received by Purchaser's counsel within 10 days of submission of
the monthly statement to the above stated parties, Purchaser shall automatically
be entitled to charge Debtors' account or demand payment. All obligations (as
referenced in this section) of the Debtors to the Purchaser shall likewise be
secured by a senior, first priority lien pursuant to Bankruptcy Code Section
364(d)(1), and payable forthwith. Any disputes with, respect thereto shall be
subject to the jurisdiction of the Bankruptcy Court.

          17.   BANKRUPTCY PROVISIONS.

          (a)   Debtors shall at all times fully comply with all substantive and
     procedural requirements of the Bankruptcy Court, the Bankruptcy Code, the
     Bankruptcy Rules, the Local Bankruptcy Rules, and all other applicable
     local rules of court, including any administrative orders.

          (b)   Debtors shall permit the Purchaser or a professional retained by
     the Purchaser, at the Debtors' expense, to (i) inspect the Debtors' books
     and records, (ii) to discuss the Debtors' affairs, finances and accounts
     with their professionals, officers, and employees, (iii) to obtain from the
     Debtors copies of the Debtors' records, and (iv) furnish all information
     reasonably requested by the Purchaser.

          (c)   Debtors shall keep financial statements in accordance with the
     standard known as Generally Accepted Accounting Principles or GAAP, as GAAP
     is applicable to similar entities operating under Chapter 11.

          (d)   Debtors shall cause to be promptly delivered to Purchaser's
     counsel all pleadings, motions, applications, financial information, DIP
     reports and other documents filed by or against Debtors in the Bankruptcy
     Court or that may be distributed to any official committee appointed in the
     Bankruptcy Case. Purchaser shall file a Request For Special Notice with the
     Bankruptcy Court regarding the address or addresses for delivery of such
     documents.

          (e)   Debtors shall timely pay all post-petition taxes and other
     obligations including those required under 28 U.S.C. Section 1930(a)(6).

          (f)   Debtors shall notify the Purchaser immediately of any
     Termination Event as defined in section 11 of this Master Purchase and Sale
     Agreement or under any other related agreements.

                                       31
<Page>

          (g)   Debtors acknowledge that under Bankruptcy Code Section 506(a),
     the value of Purchaser's claims against Debtors are fully secured.

          (h)   Except as expressly provided herein, Debtors hereby waive any
     and all of their rights to: (a) recover from Purchaser or from the
     Collateral costs and expenses of preserving or disposing of the Collateral
     or any other costs, expenses, or claims, whether such rights would arise
     under Bankruptcy Code Section 506(c) or otherwise; and (b) subordinate any
     or all of Purchaser's claims, liens or security interests to any other
     claims, liens or security interests under Bankruptcy Code Section 510(c) or
     otherwise.

          (i)   Debtors agree that, in consideration of Purchaser's entering
     into the Factoring Agreement, Purchaser shall be excused from compliance
     with any requirement that Purchaser take any additional actions or file,
     record or serve any additional instruments, documents or notices to perfect
     or enforce their liens on or security interest in any Collateral, including
     the Cash Collateral and the Lockbox Bank Accounts, including the filing of
     a notice pursuant to Bankruptcy Code Section 546(b) or the filing of a
     motion for sequestration or any other motion, and that Purchaser's liens on
     and security interests in the Collateral, including the Cash Collateral and
     the Lockbox Bank Accounts, shall be deemed automatically perfected as of
     the Petition Date without any further notice or action or order of the
     Bankruptcy Court.

          (j)   Debtors hereby acknowledge that Purchaser has perfected, first
     priority, enforceable, unavoidable liens on and security interests in the
     Collateral, including the Cash Collateral and the Lockbox Bank Accounts
     (with priority over all other liens), and agrees that Debtors, as
     debtors-in-possession, shall not be permitted to assert against Purchaser
     any of the avoiding powers under the Bankruptcy Code, including such powers
     arising under Bankruptcy Code Sections 544, 545, 547, 548, 549 or 553.

          (k)   The terms and conditions of the Factoring Agreement (and any
     extensions or renewals thereof) shall: (a) control in any plan of
     reorganization and may not be modified through any plan of reorganization
     without Purchaser's prior written consent obtained after the Bankruptcy
     Court the Factoring Agreement; (b) be binding upon any trustee appointed in
     the this Chapter 11 Bankruptcy Case or any Chapter 7 case to which this
     Chapter 11 Bankruptcy Case may be converted.

          (l)   The parties to the Factoring Agreement have been represented and
     advised by counsel with respect to the Factoring Agreement, and have
     entered into it freely and voluntarily. The Factoring Agreement is intended
     to be enforceable according to their written terms, is an integrated
     agreement, and there are no promises, oral agreements, or expectations of
     the parties to the contrary. The Bankruptcy Court may enter an order
     enforcing any of the terms and conditions of the Factoring Agreement after
     notice and opportunity for a hearing to Debtors, Purchaser, the United
     States Trustee, and any other party in interest.

          (m)   In the event that the Factoring Agreement is not approved by the
     Bankruptcy Court for any reason, then the Master Agreement shall be null
     and void and

                                       32
<Page>

     of no further force and effect, and no action or procedure taken, and no
     statement made in connection with the negotiation, preparation,
     formulation, or seeking approval thereof, shall be referred to by any
     entity in connection with any proceeding or action.

          (n)   Whenever the Factoring Agreement requires Debtors or Purchaser
     to deliver a writing to, or serve a writing upon the other, such writing
     shall be delivered or served upon each of the following:

                                        In the case of Purchaser:

                                        Howard Koslow, President
                                        SUN CAPITAL HEALTHCARE, INC.
                                        929 Clint Moore Road
                                        Boca Raton, Florida 33487
                                        Phone: (800) 880-1702
                                        Fax:   (561) 998-9043

                                        PROSKAUER ROSE LLP
                                        Michael E. Foreman, Esq.
                                        1585 Broadway
                                        New York, NY  10036
                                        Phone: (212) 969-3000
                                        Fax:   (212) 969-2900

                                               and

                                        ULLMAN ULLMAN & VAZQUEZ, P.A.
                                        William M. Vazquez, Esq.
                                        150 East Palmetto Park Road, Suite 650
                                        Boca Raton, FL 33432
                                        Phone: (561) 338-3535
                                        Fax:   (561) 338-3581

                                        In case of Debtors:

                                        Frank P. Magliochetti, Jr., Chief
                                        Executive Officer
                                        MED DIVERSIFIED, INC., et al.
                                        200 Brickstone Square
                                        Suite 403
                                        Andover, Massachusetts [insert zip code]

                                        DUANE MORRIS LLP
                                        Toni Marie McPhillips (TM-8340)
                                        744 Broad Street, Suite 1200
                                        Newark, NJ  01702
                                        Phone: (973) 424-2000

                                       33
<Page>

                                        Fax:   (973) 424-2001

                                               and

                                        Paul D. Moore
                                        470 Atlantic Avenue, Suite 500
                                        Boston, MA  02210
                                        Phone: (617) 289-9200
                                        Fax:   (617) 289-9201

          (o)   The Factoring Agreement shall be binding on and insure to the
     benefit of the parties' respective successors and assigns, including any
     trustee appointed under the Bankruptcy Code.

          (p)   The terms and conditions set forth in the Factoring Agreement
     and the Factoring Order approving same shall not affect in any way the
     obligations of any person or entity that guaranteed or is otherwise liable
     in any way on Debtors' obligations to Purchaser.

          (q)   The Factoring Agreement is the product of negotiation among the
     parties hereto and represents the jointly conceived, bargained-for and
     agreed upon language mutually determined by the parties to express their
     intention in entering into the Factoring Agreement. Any ambiguity or
     uncertainty in the Factoring Agreement shall be deemed to be caused by, or
     attributable to, all parties hereto collectively. In any action or
     proceeding to enforce or interpret the Factoring Agreement, the Factoring
     Agreement shall be construed in a neutral manner, and no term or condition
     of the Factoring Agreement, or the Factoring Agreement as a whole, shall be
     construed more or less favorably to any one party, or group of parties, to
     the Factoring Agreement.

          (r)   Debtors shall cause each of the following documents to be
     promptly delivered to counsel for Purchaser within one business day after
     filing with the Bankruptcy Court or if such document is filed by a party
     other than Debtors' counsel then within one business day after receipt of
     such document by Debtors' counsel:

                (i)     The Petition.

                (ii)    The Schedules of Assets and Liabilities required by
          Bankruptcy Rule 1007(b) and official form number 6.

                (iii)   The Statement of Executory Contracts required by
          Bankruptcy Rule 1007 (b) and official form number 6, schedule G.

                (iv)    The Statement of Financial Affairs required by
          Bankruptcy Rule 1007 (a) and official form number 7.

                (v)     The List of Equity Security Holders required by
          Bankruptcy Rule 1007(a)(3).

                                       34
<Page>

                (vi)    All applications and orders to employ attorneys,
          accountants or any other professional on behalf of the Debtors.

                (vii)   Any order entered by the Bankruptcy Court appointing an
          unsecured creditors' committee and any orders authorizing the
          committee to employ attorneys, accountants or other professionals.

                (viii)  Any motions filed by secured creditors seeking stay
          relief or sequestration of cash collateral or agreements that have
          been approved by the Bankruptcy Court with respect to same.

                (ix)    All real property leases upon which the Debtors operate
          and any agreements with landlords and motions with respect to real
          property leases that have been filled.

                (x)     Any plan of reorganization that has been prepared and/or
          filed.

                (xi)    All debtor-in-possession reports (i.e., reports that are
          routinely required to be filed by the Bankruptcy Court or the U.S.
          Trustee periodically, usually every month, addressing all financial
          activity within that time period) as well as the materials required to
          be provided to the U.S. Trustee during the Bankruptcy Case, including
          but not limited to the "7-Day Package" and the materials required to
          be filed within 15 days of filing the Petition (as such period may be
          extended).

          (s)   Debtors shall be responsible to have a Motion for Order (i)
     authorizing Debtors to enter into a Post-Petition Factoring Agreement, (ii)
     granting Security Interest and Superpriority Administrative Expense
     Treatment and (iii) approving Sun Capital Healthcare, Inc.'s Fees and Costs
     (the "Motion"), duly served, filed and noticed for hearing with the
     Bankruptcy Court, which Motion and the proposed Factoring Order shall be in
     form and substance satisfactory to Purchaser.

          (t)   Debtors shall cause each of the following documents to be
     delivered to Purchaser's counsel prior to the filing of the Motion:

                (i)     The Motion and the proposed Factoring Order, in
          substantially final form, it being understood that in no event shall
          the proposed Factoring Order be submitted for approval and entry by
          the Bankruptcy Court unless it is in a form acceptable to Purchaser in
          its sole and absolute discretion.

                (ii)    Any other documents Purchaser may reasonably require in
          connection with the Motion and the proposed Factoring Order, including
          all post-petition budgets of the Debtors and analyses and reports
          requested by Purchaser with respect to the Collateral.

                                   PURCHASER:

                                       35
<Page>

                                        SUN CAPITAL HEALTHCARE, INC.
                                        a Florida corporation

                                        By:   /s/ Howard B. Koslow
                                           --------------------------------
                                           Name: Howard B. Koslow
                                           Title: President and C.O.O.



                                        PROVIDERS:

                                        MED DIVERSIFIED, INC., debtor and
                                        debtor in possession

                                        By:    /s/ Frank P. Magliochetti
                                            -------------------------------
                                            Name:  Frank P. Magliochetti
                                            Title: Chief Executive Officer

                                        By:    /s/ James Shanahan
                                            -------------------------------
                                            Name:  James Shanahan
                                            Title: Vice President of Finance


                                        CHARTWELL DIVERSIFIED SERVICES,
                                        INC., debtor and debtor in possession

                                        By:    /s/ Roy Serpa
                                            -------------------------------
                                            Name:  Roy Serpa
                                            Title: President

                                        By:    /s/ David Ochoa
                                            -------------------------------
                                            Name:  David Ochoa
                                            Title: VP of Finance


                                        RESOURCE PHARMACY, INC., debtor
                                        and debtor in possession

                                        By:   /s/ Frank P. Magliochetti
                                            -------------------------------
                                            Name:  Frank P. Magliochetti
                                            Title: Chief Executive Officer

                                       36
<Page>

                                        CHARTWELL COMMUNITY SERVICES,
                                        INC., debtor and debtor in possession

                                        By:    /s/ Roy Serpa
                                            -------------------------------
                                            Name:  Roy Serpa
                                            Title: President of CDSI

                                        By:    /s/ David Ochoa
                                            -------------------------------
                                            Name:  David Ochoa
                                            Title: VP of Finance


                                        CHARTWELL CARE GIVERS, INC.,
                                        debtor and debtor in possession

                                        By:    /s/ Roy Serpa
                                            -------------------------------
                                            Name:  Roy Serpa
                                            Title: President of CDSI

                                        By:    /s/ David Ochoa
                                            -------------------------------
                                            Name:  David Ochoa
                                            Title: VP of Finance

                                       37
<Page>

                                    EXHIBIT A

                          SUN CAPITAL HEALTHCARE, INC.
                                PURCHASE SCHEDULE

          [Account information shall be specified in each Purchase Schedule in
form and substance satisfactory to Purchaser.]

<Page>

                                    EXHIBIT B

                                LOCKBOX AGREEMENT
                                   [attached]

<Page>

                                    EXHIBIT C

                           FORM OF PROVIDER NOTICE OF
                  SALE TO NON-GOVERNMENTAL THIRD PARTY OBLIGORS
                          (PURSUANT TO SECTION 4. 2(a))

                          [Letterhead of the Provider]

[Date]

Ladies and Gentlemen:

          Please be advised that we have assigned our receivables to SUN CAPITAL
HEALTHCARE, INC. Consequently, we hereby request that you send all payments due
from you to us that are made by wire transfer or by other electronic transfer
directly into SUN CAPITAL HEALTHCARE, INC.'S account at:

          Sun Trust Bank
          Account No.:  0494002031913

          Please send all explanations of benefits, remittance advices and other
forms of payment, including checks, with respect to such receivables to SUN
CAPITAL HEALTHCARE, INC.'S post office box located at:

          C/O Sun Trust Bank
          P.O Box 91-7416
          Orlando, Fl. 32891-7416

          All such payments shall be made payable to SUN CAPITAL HEALTHCARE,
INC. This direction may not be revoked or changed without the prior written
consent of SUN CAPITAL HEALTHCARE, INC. Any questions concerning this notice
shall be directed to SUN CAPITAL HEALTHCARE, INC. at 929 Clint Moore Road, Boca
Raton, Florida 33487.

          This letter supersedes any notices or directions that we have
previously given to you. Thank you for your cooperation in this matter.

                                            Very truly yours,


                                            Print Name:
                                            Title:

<Page>

                                    EXHIBIT D

                 FORM OF PROVIDER NOTICE OF PAYMENT DIRECTION TO
                        GOVERNMENTAL THIRD PARTY OBLIGORS
                          (PURSUANT TO SECTION 4.3(b))

                          [Letterhead of the Provider]

[Date]

Ladies and Gentlemen:

          Please be advised that we have opened a new bank account at Sun Trust
Bank and a post-office box with respect to such bank account. Accordingly, we
hereby request that:

          (1)   all wire transfers or other electronic transfers be made
directly into our account at

                      Sun Trust Bank
                      Account No.: 0494002031847
                      Routing No.: 061000104

          (2)   all explanations of benefits, remittance advices and other forms
of payment, including checks, be sent to our post office box located at:

                      c/o Sun Trust Bank
                      P.O. Box 91-7408
                      Orlando, Fl. 32891-7408

          This  letter supersedes any notices or directions that we have
previously given to you. Thank you for your cooperation in this matter.

                                            Very truly yours,

                                            Print Name:
                                            Title:

<Page>

                                    EXHIBIT E

                              FORM OF UCC LANGUAGE
                  (UNTIL OTHERWISE SPECIFIED BY THE PURCHASER)
                      (PURSUANT TO SECTIONS 8(a) AND 9(a))

          All now owned or existing or hereafter acquired, arising or created
accounts, chattel paper, documents, instruments and general intangibles, and all
proceeds and products and offspring of the foregoing (as all of such terms are
presently or hereafter defined in the Uniform Commercial Code), as well as all
Accounts and Purchased Accounts as defined in the Master Purchase and Sale
Agreement between Debtor and the Secured Party (as amended, amended and
restated, or otherwise modified from time to time), including but not limited to
all rights to payment under any agreements with all Third Party Obligors as
defined therein.

</TEXT>
</DOCUMENT>
