STOCK PURCHASE AGREEMENT

 EXHIBIT 10(a)

                             STOCK PURCHASE AGREEMENT

                                   BY AND AMONG

                              RESPONSE ONCOLOGY, INC.,

                                       AND

                              ALFRED M. KALMAN, M.D.,

                              ABRAHAM ROSENBERG, M.D.

                                  Dated as of
                               September 1, 1996

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT, dated as of September 1, 1996, by and 
among RESPONSE ONCOLOGY, INC., a Tennessee corporation (the "Purchaser"), 
ALFRED M. KALMAN, M.D., and ABRAHAM ROSENBERG, M.D., (collectively, the 
"Sellers" and, individually, a "Seller").

                              W I T N E S S E T H:

     WHEREAS, the Sellers own 100% of the issued and outstanding shares 
(the "Shares") of the common stock of Rosenberg & Kalman, M.D., P.A., a 
Florida professional association (the "Corporation"); and

     WHEREAS, the Sellers desire to sell and Purchaser desires to purchase 
the Shares on the terms and subject to the conditions set forth herein;

     NOW, THEREFORE, in consideration of the mutual covenants, 
representations, warranties and promises herein contained, and for other 
good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:

     1.     Definitions.  The following terms, as used herein, have the 
following meanings:

     "Adverse Consequences" means all actions, suits, proceedings, 
hearings, investigations, charges, complaints, claims, demands, 
injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, 
fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, 
liens, losses, expenses, and fees, including court costs and attorneys' 
fees and expenses.

     "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations 
promulgated under the Securities Exchange Act.

     "Affiliated Group" means any affiliated group within the meaning of 
Code Section 1504 or any similar group defined under a similar provision of 
state, local or foreign law.

     "Applicable Rate" means the corporate base rate of interest announced 
from time to time by NationsBank of Tennessee, N.A., Nashville, Tennessee 
plus two percent (2%).

     "Basis" means any past or present fact, situation, circumstance, 
status, condition, activity, practice, plan, occurrence, event, incident, 
action, failure to act, or transaction of which any Seller has Knowledge 
that forms or could form the basis for any specified consequence.

     "Cash Consideration" has the meaning set forth in Section 2(b) below.

     "Closing" has the meaning set forth in  Section 2(c) below.
 
     "Closing Date" has the meaning set forth in Section 2(c) below.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Controlled Group of Corporations" has the meaning set forth in Code 
Section 1563.

     "Corporation" has the meaning set forth in the first recital above.

     "Deferred Intercompany Transaction" has the meaning set forth in 
Treasury Regulation  1.1502-13.

     "Employee Benefit Plan" means any (a) nonqualified deferred 
compensation or retirement plan or arrangement which is an Employee Pension 
Benefit Plan, (b) qualified defined contribution retirement plan or 
arrangement which is an Employee Pension Benefit Plan, (c) qualified 
defined benefit retirement plan or arrangement which is an Employee Pension 
Benefit Plan (including any Multiemployer Plan), or (d) Employee Welfare 
Benefit Plan or material fringe benefit plan or program.

     "Employee Pension Benefit Plan" has the meaning set forth in ERISA 
Section 3(2).

     "Employee Welfare Benefit Plan" has the meaning set forth in ERISA 
Section 3(1).

     "Environmental, Health, and Safety Laws" means the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980, the 
Resource Conservation and Recovery Act of 1976, the Occupational Safety and 
Health Act of 1970, the Medical Waste Tracking Act of 1988, the U. S. 
Public Vessel Medical Waste Anti-Dumping Act of 1988, the Marine 
Protection, Research and Sanctuaries Act and Human Services, National 
Institute for Occupational Safety and Health, Infections Waste Disposal 
Guidelines, Publication No. 88-119, each as amended, together with all 
other laws (including rules, regulations, codes, plans, injunctions, 
judgments, orders, decrees, rulings, and charges thereunder) of federal, 
state, local, and foreign governments (and all agencies thereof) concerning 
pollution or protection of the environment, public health and safety, or 
employee health and safety, including laws relating to emissions,  
discharges, releases, or threatened releases of medical wastes, pollutants, 
contaminants, or chemical, industrial, hazardous, or toxic materials or 
wastes into ambient air, surface water, ground water, or lands or otherwise 
relating to the manufacture, processing, distribution, use, treatment, 
storage, disposal, transport, or handling of pollutants, contaminants, or 
chemical, industrial, hazardous, or toxic materials or wastes.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended.

     "Excess Loss Account" has the meaning set forth in Treasury Regulation 
 1.1502-19.

     "Extremely Hazardous Substance" has the meaning set forth in Section 
302 of the Emergency Planning and Community Right-to-Know Act of 1986, as 
amended.

     "Fiduciary" has the meaning set forth in ERISA Sec. 3(21).

     "Financial Statements" has the meaning set forth in Section 4(f) 
below.

     "GAAP" means United States generally accepted accounting principles as 
in effect from time to time.

     "Group" means R&K, M.D., P.A., a Florida professional association 
wholly owned by the Sellers, its successors and assigns.

     "Knowledge" means actual knowledge after reasonable investigation.
 
     "Liability" means any liability (whether known or unknown, asserted or 
unasserted, absolute or contingent, accrued or unaccrued, liquidated or 
unliquidated, and whether due or to become due), including any liability 
for Taxes.

     "Note" means a promissory note of the Purchaser payable to the order 
of a Seller in the form set forth as Exhibit 2(b)(i).

     "Most Recent Balance Sheet" means the balance sheet contained within 
the Most Recent Financial Statements.

     "Most Recent Financial Statements" has the meaning set forth in 
Section 4(f) below.

     "Most Recent Fiscal Month End" has the meaning set forth in Section 
4(f) below.

     "Most Recent Fiscal Year End" has the meaning set forth in Section 
4(f) below.

     "Multiemployer Plan" has the meaning set forth in ERISA Sec. 3(37).

     "Ordinary Course of Business" means the ordinary course of business 
consistent with past custom and practice. 

     "Party" means the Purchaser or any Seller.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Person" means an individual, a partnership, a corporation, an 
association, a joint stock company, a limited liability company, a trust, a 
joint venture, an unincorporated organization, or a governmental entity (or 
any department, agency, or political subdivision thereof).

     "Prohibited Transaction" has the meaning set forth in ERISA Sec. 406 
and Code Sec. 4975.

     "Pro Rata" means, with respect to the Sellers, their proportionate 
ownership interests in the Corporation.

      "Purchase Price" has the meaning set forth in Section 2(a) below.

     "Purchaser" has the meaning set forth in the initial paragraph of this 
Stock Purchase Agreement and, after Closing (and as relates to Section 9(b) 
regarding indemnification), shall mean Response Oncology, Inc. and any 
subsidiary or affiliate thereof.

     "Purchaser's Disclosure Letter" has the meaning set forth in Section 
3(b) below.

     "Receivables" means the amount, in dollars, of the Corporation's 
accounts receivable as of the close of business on the day prior to the 
Closing Date, net of contractual adjustments, courtesy discounts and a 
reasonable allowance for doubtful accounts.
 
     "Reportable Event" has the meaning set forth in ERISA Sec. 4043.

     "Response Stock" means the common stock of the Purchaser, $.01 par 
value per share.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Exchange Act" means the Securities Exchange Act of 1934, 
as amended.

     "Security Interest" means any mortgage, pledge, lien, encumbrance, 
charge, or other security interest, other than (a) mechanic's, 
materialmen's, and similar liens, (b) liens for Taxes not yet due and 
payable, (c) purchase money liens and liens securing rental payments under 
capital lease arrangements, and (d) other liens arising in the Ordinary 
Course of Business and not incurred in connection with the borrowing of 
money.

     "Seller" has the meaning set forth in the preface above.

     "Sellers' Disclosure Letter" has the meaning set forth in Section 3(a) 
below.

     "Shares" means all of the issued and outstanding shares of the Common 
Stock of the Corporation.

     "Tangible Assets" means total assets of the Corporation, computed 
under generally accepted accounting principles, minus intangible assets net 
of accumulated amortization and minus Receivables, in each case without 
regard to the effect of the transaction contemplated herein.

     "Tax" means any federal, state, local, or foreign income, gross 
receipts, license, payroll, employment, excise, severance, stamp, 
occupation, premium, windfall profits, environmental (including taxes under 
Code Sec. 59A), customs duties, capital stock, franchise, profits, 
withholding, social security (or similar), unemployment, disability, real 
property, personal property, sales, use, transfer, registration, value 
added, alternative or add-on minimum, estimated, or other tax of any kind 
whatsoever, including any interest, penalty, or addition thereto, whether 
disputed or not.
 
     "Tax Return" means any return, declaration, report, claim for refund, 
or information return or statement relating to Taxes, including any 
schedule or attachment thereto, and including any amendment thereof.

     "Third Party Claim" has the meaning set forth in Section 9(c) below.

     2.  Purchase and Sale of Shares.

     (a)  Basic Transaction.  On and subject to the terms and conditions of 
this Agreement, the Purchaser agrees to purchase from the Sellers, and the 
Sellers agree to sell to the Purchaser, all of the Shares for an aggregate 
price (the "Purchase Price") of Nine Million Five Hundred Thousand Dollars 
($9,500,000.00) plus the sum of the amount of Tangible Assets and 
Receivables, minus the amount of Liabilities of the Corporation as of the 
Closing Date.

     (b)  Payment of Purchase Price.  The Purchaser shall pay or satisfy 
the Purchase Price in the following manner: (i) Seven Million Six Hundred 
Thousand Dollars ($7,600,000), plus an amount equal to 100% of Receivable 
plus 90% of Tangible Assets, minus an amount equal to 100% of Liabilities, 
all as of the Closing Date, in cash (the "Cash Consideration") to the 
Sellers, Pro Rata, at Closing (hereinafter defined), and (ii) One Million 
Nine Hundred  Thousand Dollars ($1,900,000) by issuance and delivery of a 
Note to each Seller, with each Note being in the principal amount of 
$950,000.  In the event that after Closing the Purchaser shall collect 
Receivables exceeding the amount paid for Receivables pursuant to the 
preceding sentence, then the Purchaser shall promptly remit Pro Rata to the 
Sellers the amount of such excess as an addition to the Purchase Price.  In 
the event that the Purchaser shall collect less than said Receivables 
balance after Closing, then the amount of Receivables for purposes of this 
Agreement shall be deemed to equal the amount so paid at Closing. 

     As soon as practicable after the Closing, the Purchaser shall prepare 
a balance sheet as of the Closing Date and a computation of Tangible Assets 
minus Liabilities as of the Closing Date.  Such balance sheet and 
computation shall be reviewed by the Purchaser's independent accountants 
and, at the Sellers' option and expense, an accounting firm of the Sellers' 
choice.  Within five (5) business days after delivery of such computation 
to the Sellers, the parties shall agree upon (i) the difference between the 
amount of Tangible Assets reflected in such computation and 90% of Tangible 
Assets determined at the time of and in connection with the Closing, and 
(ii) the diffence between the amount of Liabilities reflected in such 
computation and the amount of Liabilities determined at the time of and in 
connection with the Closing.  The differences (if any) determined under 
clauses (i) and (ii) above shall then be netted (or added together, if 
appropriate), and the result of such determination shall be paid, in cash, 
by the appropriate party.  Any amount not paid by the Sellers shall be 
subject to offset by the Purchaser against amounts owed by the Purchaser to 
the Sellers pursuant to any other agreement or debt instrument between said 
parties.

     (c)  The Closing.  The closing of the transactions contemplated by 
this Agreement (the "Closing") shall take place at the offices of Greenberg 
Traurig, counsel for the Sellers, 1221 Brickell Avenue, Miami, Florida 
33131 commencing at 9:00 a.m. local time on the later of (i) the second 
business day following the satisfaction or waiver of all conditions 
precedent to the obligations of the Parties to consummate the transactions 
contemplated hereby or (ii) September 1, 1996, or such other date as the 
Purchaser and the Sellers may mutually determine (the "Closing Date"); 
provided, however, that the Closing Date shall be no later than November 1, 
1996.

     (d)  Deliveries at the Closing.  At the Closing, (i) the Purchaser 
will deliver to the Sellers the various certificates, instruments, and 
documents referred to in Section 8(a) below, (ii) the Sellers will deliver 
to the Purchaser the various certificates, instruments, and documents 
referred to in Section 8(b) below.

     3.  Representations and Warranties Concerning the Transaction.

     (a)  Representations and Warranties of the Sellers.  The Sellers 
jointly and severally represent and warrant to the Purchaser that the 
statements contained in this Section 3(a) are correct and complete as of 
the date of this Agreement with respect to the Sellers, except as set forth 
in the disclosure letter executed and delivered by the Sellers and the 
Group contemporaneous with this Agreement (the "Sellers' Disclosure 
Letter"").  The Sellers' Disclosure Letter shall be satisfactory to the 
Purchaser and its counsel and will be arranged in paragraphs corresponding 
to the lettered and numbered paragraphs contained in this Section 3(a) and 
Section 4.

          (i)  Authorization of Transaction.  Each Seller has the requisite 
legal capacity and has full power and authority to execute and deliver this 
Agreement and to perform his obligations hereunder.  This Agreement 
constitutes the valid and legally binding obligation of each Seller, 
enforceable in accordance with its terms and conditions.  No Seller is 
required to give any notice to, make any filing with, or obtain any 
authorization, consent, or approval of any Person in order to consummate 
the transactions contemplated by this Agreement , or, if any such filing, 
authorization, consent or approval is required, the same has been or, as of 
the Closing Date, shall have been made or obtained.  This Agreement 
constitutes the valid and legally binding obligation of each Seller, 
enforceable in accordance with its terms, subject to applicable bankruptcy, 
moratorium, insolvency and other laws affecting the rights of creditors and 
general equity principles.

          (ii)  Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions contemplated 
hereby, will (A) violate any constitution, statute, regulation, rule, 
injunction, judgment, order, decree, ruling, charge, or other restriction 
of any government, governmental agency, or court to which any Seller is 
subject or (B) conflict with, result in a breach of, constitute a default 
under, result in the acceleration of, create in any party the right to 
accelerate, terminate, modify, or cancel, or require any notice under any 
agreement, contract, lease, license, instrument, or other arrangement to 
which any Seller is a party or by which he is bound or to which any of his 
assets is subject.

          (iii)  Brokers' Fees.  The Sellers have no Liability or 
obligation to pay any fees or commissions to any broker, finder, or agent 
with respect to the transactions contemplated by this Agreement for which 
the Purchaser could become liable or obligated.

          (iv)  Shares.  Each Seller holds of record and owns beneficially 
all of the Shares free and clear of any restrictions on transfer (other 
than any restrictions under the Securities Act and state securities laws), 
Taxes, Security Interests, options, warrants, purchase rights, contracts, 
commitments, equities, claims, and demands.  No Seller is a party to any 
option, warrant, purchase right, or other contract or commitment that could 
require the Seller to sell, transfer, or otherwise dispose of any capital 
stock of the Corporation (other than this Agreement).  No Seller is a party 
to any voting trust, proxy, or other agreement or understanding with 
respect to the voting of any Shares.

     (b)  Representations and Warranties of the Purchaser.  The Purchaser 
represents and warrants to each Seller that the statements contained in 
this Section 3(b) are correct and complete as of the date of this Agreement 
except as set forth in the disclosure letter executed and delivered by the 
Purchaser contemporaneous with this Agreement (the "Purchaser's Disclosure 
Letter"). 

          (i)  Organization of the Purchaser.  The Purchaser is a 
corporation duly organized, validly existing, and in good standing under 
the laws of the State of Tennessee. 

          (ii)  Authorization of Transaction.  The Purchaser has full power 
and authority (including full corporate power and authority) to execute and 
deliver this Agreement and to perform its obligations hereunder.  This 
Agreement constitutes the valid and legally binding obligation of the 
Purchaser, enforceable in accordance with its terms, subject to applicable 
bankruptcy, moratorium, insolvency and other laws affecting the rights of 
creditors and general equity principles.  The Purchaser need not give any 
notice to, make any filing with, or obtain any authorization, consent, or 
approval of any Person in order to consummate the transactions contemplated 
by this Agreement, or, if any such filing, authorization, consent or 
approval is required, the same has been or, as of the Closing Date, shall 
have been made or obtained.

          (iii)  Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions contemplated 
hereby, will (A) violate any constitution, statute, regulation, rule, 
injunction, judgment, order, decree, ruling, charge, or other restriction 
of any government, governmental agency, or court to which the Purchaser is 
subject or any provision of its charter or bylaws or (B) conflict with, 
result in a breach of, constitute a default under, result in the 
acceleration of, create in any party the right to accelerate, terminate, 
modify, or cancel, or require any notice under any agreement, contract, 
lease, license, instrument, or other arrangement to which the Purchaser is 
a party or by which it is bound or to which any of its assets is subject.

          (iv)  Brokers' Fees.  The Purchaser has no Liability or 
obligation to pay any fees or commissions to any broker, finder, or agent 
with respect to the transactions contemplated by this Agreement for which 
the Seller could become liable or obligated.

          (v)  Investment.  The Purchaser is not acquiring the Shares with 
a view to or for sale in connection with any distribution thereof within 
the meaning of the Securities Act.

     4.  Representations and Warranties Concerning the Corporation.  The 
Sellers, jointly and severally, represent and warrant to the Purchaser that 
the statements contained in this Section 4 are true, correct and complete 
in all material respects as of the date of this Agreement and will be 
correct and complete in all material respects as of the Closing Date (as 
though made then and as though the Closing Date were substituted for the 
date of this Agreement throughout this Section 4), except as set forth in 
the Sellers' Disclosure Letter.  Nothing in the Sellers' Disclosure Letter 
shall be deemed adequate to disclose an exception to a representation or 
warranty made herein unless the Sellers' Disclosure Letter identifies the 
exception with reasonable particularity and describes the relevant facts in 
reasonable detail.  The Sellers' Disclosure Letter will be arranged in 
paragraphs corresponding to the lettered and numbered paragraphs contained 
in this Section 4.
 
     (a)  Organization, Qualification, and Corporate Power.  The 
Corporation is a business corporation duly organized, validly existing, and 
in good standing under the laws of the State of Florida.  The Corporation 
is duly authorized to conduct business and is in good standing under the 
laws of each jurisdiction where such qualification is required.  The 
Corporation has full corporate power and authority and all licenses, 
permits, and authorizations necessary to carry on the business in which it 
is engaged and to own and use its properties.  Paragraph 4(a) of the 
Sellers' Disclosure Letter lists the directors and officers of the 
Corporation. The Sellers have delivered to the Purchaser correct and 
complete copies of the charter and bylaws of the Corporation (as amended to 
date).  The minute book (containing the records of meetings of the 
stockholders, the board of directors, and any committees of the board of 
directors), the stock certificate book, and the stock record book of the 
Corporation are correct and complete.  The Corporation is not in default 
under or in violation of any provision of its charter or bylaws.

     (b)  Capitalization.  The entire authorized capital stock of the 
Corporation consists of 1,000 Shares, of which 100 Shares are issued and 
outstanding.  All of the issued and outstanding Shares have been duly 
authorized, are validly issued, fully paid, and nonassessable, and are held 
of record by the Sellers.  There are no outstanding or authorized options, 
warrants, purchase rights, preemptive rights, subscription rights, 
conversion rights, exchange rights, or other contracts or commitments that 
could require the Corporation to issue, sell, or otherwise cause to become 
outstanding any of its capital stock.  There are no outstanding or 
authorized stock appreciation, phantom stock, profit participation, or 
similar rights with respect to the Corporation.  There are no voting 
trusts, proxies, or other agreements or understandings with respect to the 
voting of the capital stock of the Corporation.

     (c)  Noncontravention.  Neither the execution and the delivery of this 
Agreement, nor the consummation of the transactions contemplated hereby, 
will (i) violate any constitution, statute, regulation, rule, injunction, 
judgment, order, decree, ruling, charge, or other  restriction of any 
government, governmental agency, or court to which the Corporation is 
subject or any provision of the charter or bylaws of the Corporation or 
(ii) conflict with, result in a breach of, constitute a default under, 
result in the acceleration of, create in any party the right to accelerate, 
terminate, modify, or cancel, or require any notice under any agreement, 
contract, lease, license, instrument, or other arrangement to which the 
Corporation is a party or by which it is bound or to which any of its 
assets is subject (or result in the imposition of any Security Interest 
upon any of its assets).  The Corporation is not required to give any 
notice to, make any filing with, or obtain any authorization, consent, or 
approval of any Person in order for the Parties to consummate the 
transactions contemplated by this Agreement, or, if any such filing, 
authorization, consent or approval is required, the same has been or, as of 
the Closing Date, shall have been made or obtained.

     (d)  Brokers' Fees.  The Corporation has no Liability or obligation to 
pay any fees or commissions to any broker, finder, or agent with respect to 
the transactions contemplated by this Agreement.

     (e)  Title to Assets.  The Corporation has good and marketable title 
to, or a valid leasehold interest in, all of its properties and assets, 
free and clear of all Security Interests, and has not sold, transferred, 
exchanged or conveyed any of its properties and assets since the date of 
the Most Recent Balance Sheet except for properties and assets disposed of 
in the Ordinary Course of Business since the date of the Most Recent 
Balance Sheet.

     (f)  Financial Statements.  Attached as collective Paragraph 4(f) to 
the Sellers' Disclosure Letter are the following financial statements 
(collectively the "Financial Statements"): (i) unaudited balance sheet and 
statement of income, changes in stockholders' equity, and cash flow as of 
and for the fiscal year ended December 31, 1995 (the "Most Recent Fiscal 
Year End") for the Corporation; and (ii) unaudited balance sheet and 
statement of income, changes in stockholders' equity, and cash flow (the 
"Most Recent Financial Statements") as of and for the five (5) months ended 
May 31, 1996 (the "Most Recent Fiscal Month End") for the Corporation.  The 
Financial Statements (including the notes thereto) have been prepared on a 
consistent basis throughout the periods covered thereby, present fairly the 
financial condition of the Corporation as of such dates and the results of 
operations of the Corporation and its subsidiaries for such periods on a 
cash basis method of accounting, are correct and complete in all material 
respects, and are consistent with the books and records of the Corporation. 

     (g)  Events Subsequent to Most Recent Fiscal Year End.  Since the Most 
Recent Fiscal Year End, there has not been any material adverse change in 
the business, financial condition, operations, results of operations, or 
future prospects of the Corporation. Without limiting the generality of the 
foregoing, since that date:

          (i) the Corporation has not sold, leased, transferred, or 
assigned any of its assets, tangible or intangible, other than for a fair 
consideration in the Ordinary Course of Business;

          (ii) the Corporation has not entered into any agreement, 
contract, lease, or license (or series of related agreements, contracts, 
leases, and licenses) either involving more than $25,000.00 or outside the 
Ordinary Course of Business;

          (iii) no party (including the Association) has accelerated, 
terminated, modified, or canceled any agreement, contract, lease, or 
license (or series of related agreements, contracts, leases, and licenses) 
involving more than $25,000.00 to which the Corporation is a party or by 
which the Corporation or its properties are bound;

          (iv) the Corporation has not created, suffered or permitted to 
attach or be imposed any Security Interest upon any of its assets, tangible 
or intangible;

          (v) the Corporation has not made any capital expenditure (or 
series of related capital expenditures) either involving more than 
$25,000.00 or outside the Ordinary Course of Business;

          (vi) the Corporation has not made any capital investment in, any 
loan to, or any acquisition of the securities or assets of, any other 
Person (or series of related capital investments, loans, and acquisitions) 
either involving more than $25,000.00 or outside the Ordinary Course of 
Business;

          (vii) the Corporation has not issued any note, bond, or other 
debt instrument or security or created, incurred, assumed, or guaranteed 
any indebtedness for borrowed money or capitalized lease obligation; 

          (viii) the Corporation has not delayed or postponed the payment 
of accounts payable and other Liabilities outside the Ordinary Course of 
Business;

          (ix) the Corporation has not canceled, compromised, waived, or 
released any right or claim (or series of related rights and claims) either 
involving more than $25,000.00 (other than contractual allowances and 
adjustments in the Ordinary Course of Business);

          (x) the Corporation has not granted any license or sublicense of 
any rights under or with respect to any Intellectual Property;

          (xi) there has been no change made or authorized in the charter 
or bylaws of the Corporation; 

          (xii) the Corporation has not issued, sold, or otherwise disposed 
of any of its capital stock, or granted any options, warrants, or other 
rights to purchase or obtain (including upon conversion, exchange, or 
exercise) any of its capital stock;
 
          (xiii) the Corporation has not declared, set aside, or paid any 
dividend or made any distribution with respect to its capital stock 
(whether in cash or in kind) or redeemed, purchased, or otherwise acquired 
any of its capital stock;

          (xiv) the Corporation has not experienced any damage, 
destruction, or loss (whether or not covered by insurance) to its property;

          (xv) the Corporation has not made any loan to, or entered into 
any other transaction with, any of its directors, officers, and employees 
outside the Ordinary Course of Business (other than transactions relating 
to the payment of compensation or benefits);

          (xvi) the Corporation has not entered into any employment 
contract or collective bargaining agreement, written or oral, or modified 
the terms of any existing such contract or agreement;

          (xvii) the Corporation has not granted any increase in the base 
compensation of any of its directors, officers, and employees outside the 
Ordinary Course of Business;

          (xviii) the Corporation has not adopted, amended, modified, or 
terminated any bonus, profit-sharing, incentive, severance, or other plan, 
contract, or commitment for the benefit of any of its directors, officers, 
and employees (or taken any such action with respect to any other Employee 
Benefit Plan);

          (xix) the Corporation has not made any other change in employment 
terms for any of its directors, officers, and employees outside the 
Ordinary Course of Business;

          (xx) the Corporation has not made or pledged to make any 
charitable or other capital contribution outside the Ordinary Course of 
Business;

          (xxi) there has not been any other occurrence, event, incident, 
action, failure to act, or transaction outside the Ordinary Course of 
Business involving the Corporation; and

          (xxii) the Corporation has not committed to any of the foregoing.

     (h)  Undisclosed Liabilities.  The Corporation has no Liability (and 
there is no Basis for any present or future action, suit, proceeding, 
hearing, investigation, charge, complaint, claim, or demand against the 
Corporation that may result in any Liability), except for (i) Liabilities 
set forth on the face of the Most Recent Balance Sheet (rather than in any 
notes thereto); (ii) Liabilities which have arisen after the Most Recent 
Fiscal Month End in the Ordinary Course of Business and (iii) Liabilities 
described with particularity in Paragraph 4(h) of the Sellers' Disclosure 
Letter (and, with respect to each Liability described in items (i) through 
(iii) immediately above, none of which results from, arises out of, relates 
to, is in the nature of, or was caused by any breach of contract, breach of 
warranty, tort, malpractice, infringement, or violation of law).

     (i)  Legal Compliance.  The Corporation and its respective 
predecessors and Affiliates have complied in all material respects with all 
applicable laws (including rules, regulations, codes, plans, injunctions, 
judgments, orders, decrees, rulings, and charges thereunder) of federal, 
state, local, and foreign governments (and all agencies thereof), and no 
action, suit, proceeding, hearing, investigation, charge, complaint, claim, 
demand, or notice has been filed or commenced against any of them alleging 
any failure so to comply.

     (j)  Tax Matters.

          (i) The Corporation has filed all Tax Returns that it was 
required to file.  All such Tax Returns were correct and complete in all 
material respects.  All Taxes owed by the Corporation (whether or not shown 
on any Tax Return) through the Closing Date have been duly paid or accrued.  
The Corporation is not the beneficiary of any extension of time within 
which to file any Tax Return.  No claim has ever been made by an authority 
in a jurisdiction where the Corporation does not file Tax Returns that it 
is or may be subject to taxation by that jurisdiction.  There are no 
Security Interests on any of the assets of either the Corporation that 
arose in connection with any failure (or alleged failure) to pay any Tax.

          (ii) The Corporation has withheld and paid all Taxes required to 
have been withheld and paid in connection with amounts paid or owing to any 
employee, independent contractor, creditor, stockholder, or other third 
party.

          (iii) Neither the Sellers nor any director or officer (or 
employee responsible for Tax matters) of the Corporation has Knowledge that 
any authority will  assess any additional Taxes for any period for which 
Tax Returns have been filed.  There is no dispute or claim concerning any 
Tax Liability of the Corporation either (A) claimed or raised by any 
authority in writing or (B) as to which the Sellers or the directors and 
officers (and employees responsible for Tax matters) of the Corporation 
have Knowledge.  Paragraph 4(j) of the Sellers' Disclosure Letter lists all 
federal, state, local, and foreign income Tax Returns filed with respect to 
the Corporation for taxable periods ended on or after December 31, 1992, 
indicates those Tax Returns that have been audited, and indicates those Tax 
Returns that currently are the subject of audit.  The Sellers have 
delivered to the Purchaser correct and complete copies of all examination 
reports and statements of deficiencies assessed against or agreed to by the 
Corporation since December 31, 1991.

          (iv) The Corporation has not waived any statute of limitations in 
respect of Taxes or agreed to any extension of time with respect to a Tax 
assessment or deficiency.

          (v) The Corporation has not filed a consent under Code Section 
341(f) concerning collapsible corporations.  The Corporation has not made 
any payment, is not obligated to make any payment, or is not a party to any 
agreement that under certain circumstances could obligate it to make any 
payments that will not be deductible under Code Section 280G.  The 
Corporation has not been a United States real property holding corporation 
within the meaning of Code Sec. 897(c)(2) during the applicable period 
specified in Code Section 897(c)(1)(A)(ii).  The Corporation has disclosed 
on its federal income Tax Returns all positions taken therein that could 
give rise to a substantial understatement of federal income Tax within the 
meaning of Code Section 6662.  The Corporation is not a party to any Tax 
allocation or sharing agreement.  The Corporation (A) has not been a member 
of an Affiliated Group filing a consolidated federal income Tax Return or 
(B) has no Liability for the Taxes of any Person (other than of the 
Corporation under Treasury Regulation 1.1502-6 (or any similar provision 
of state, local, or foreign law), as a transferee or successor, by 
contract, or otherwise.

          (vi)  Paragraph 4(j) of the Sellers' Disclosure Letter sets forth 
the following information with respect to the Corporation as of the most 
recent practicable date: (A) the basis of the Corporation in its assets; 
and (B) the amount of any net operating loss, net capital loss, unused 
investment or other credit, unused foreign tax, or excess charitable 
contribution.

     (k)  Real Property.  The Corporation does not own any real property 
and has not executed and delivered or otherwise entered into any contract 
to purchase any real property.  Paragraph 4(k) of the Sellers' Disclosure 
Letter lists and describes briefly all real property leased or subleased to 
the Corporation.  The Sellers have delivered to the Purchaser correct and 
complete copies of the leases and subleases listed in Paragraph 4(k) of the 
Sellers' Disclosure Letter (as amended to date).  With respect to each 
lease and sublease listed in Paragraph 4(k) of the Sellers' Disclosure 
Letter, except as otherwise set forth in such Paragraph of the Sellers' 
Disclosure Letter:
 
          (i)  the lease or sublease is legal, valid, binding, enforceable, 
and in full force and effect;

          (ii)  the lease or sublease will continue to be legal, valid, 
binding, enforceable, and in full force and effect on identical terms 
following the consummation of the transactions contemplated hereby;

          (iii)  the Corporation, and, to the best of Sellers' Knowledge, 
no other party to the lease or sublease is in breach or default, and no 
event has occurred which, with notice or lapse of time, would constitute a 
breach or default or permit termination, modification, or acceleration 
thereunder;

          (iv)  the Corporation, and, to the best of Sellers' Knowledge, no 
party to the lease or sublease has repudiated any provision thereof;

          (v)  to the best of Sellers' Knowledge, there are no disputes, 
oral agreements, or forbearance programs in effect as to the lease or 
sublease;

          (vi)  with respect to each sublease, the representations and 
warranties set forth in subsections (i) through (v) above are true and 
correct with respect to the underlying lease;

          (vii)  the Corporation has not assigned, transferred, conveyed, 
mortgaged, deeded in trust, or encumbered any interest in the leasehold or 
subleasehold;

          (viii)  all facilities leased or subleased thereunder have 
received all approvals of governmental authorities (including licenses, 
permits and certificates of need) required in connection with the operation 
thereof and have been operated and maintained in accordance with applicable 
laws, rules, and regulations; and

          (ix)  all facilities leased or subleased thereunder are supplied 
with utilities and other services necessary for the operation of said 
facilities.

     (l)  Tangible Assets.  The Corporation owns or leases all buildings, 
machinery, equipment, and other tangible assets necessary for the conduct 
of its business as presently conducted.  The Corporation has received with 
respect to all such buildings, machinery, and equipment all approvals of 
governmental authorities (including licenses, permits and certificates of 
need) required in connection with the operation thereof, and the same have 
been operated and maintained in accordance with applicable laws, rules, and 
regulations 

     (m)  Inventory.  The inventory of the Corporation consists of medical 
supplies and pharmaceuticals.

     (n)  Contracts.  Paragraph 4(n) of the Sellers' Disclosure Letter 
lists the following contracts and other agreements to which the Corporation 
is a party:

          (i) any agreement (or group of related agreements) for the lease 
of personal property to or from any Person providing for lease payments in 
excess of $25,000.00 per annum; 

          (ii) any agreement (or group of related agreements) for the 
purchase or sale of raw materials, commodities, supplies, products, or 
other personal property, or for the furnishing or receipt of services, the 
performance of which will extend over a period of more than one year, 
result in a loss to the Corporation, or involve consideration in excess of 
$25,000.00;

          (iii) any agreement concerning a partnership or joint venture;

          (iv) any agreement (or group of related agreements) under which 
the Corporation has created, incurred, assumed, or guaranteed any 
indebtedness for borrowed money, or any capitalized lease obligation, in 
excess of $25,000.00 or under which it has imposed a Security Interest on 
any of its assets, tangible or intangible;

          (v) any agreement concerning confidentiality or noncompetition;

          (vi) any agreement with either the Sellers or their Affiliates 
(other than the Corporation);

          (vii) any profit sharing, stock option, stock purchase, stock 
appreciation, deferred compensation, severance, or other plan or 
arrangement for the benefit of its current or former directors, officers, 
and employees;

          (viii) any collective bargaining agreement;

          (ix) any agreement for the employment of any individual on a 
full-time, part-time, consulting, or other basis providing annual 
compensation in excess of $25,000.00 or providing severance benefits;

          (x) any agreement under which the Corporation has advanced or 
loaned any amount to any of its directors, officers,  and employees outside 
the Ordinary Course of Business;

          (xi) any agreement under which the consequences of a default or 
termination could have an material adverse effect on the business, 
financial condition, operations, results of operations, or future prospects 
of the Corporation; or

          (xii) any other agreement (or group of related agreements) the 
performance of which involves consideration in excess of $25,000.00.

The Sellers has delivered to the Purchaser a correct and complete copy of 
each written agreement listed in Paragraph 4(n) of the Sellers' Disclosure 
Letter (as amended to date) and a written summary setting forth the terms 
and conditions of each oral agreement referred to in Paragraph 4(n) of the 
Sellers' Disclosure Letter.  With respect to each such agreement: (1) the 
agreement is legal, valid, binding, enforceable, and in full force and 
effect; (2) the agreement will continue to be legal, valid, binding, 
enforceable, and in full force and effect on identical terms following the 
consummation of the transactions contemplated hereby; (3) no party is in 
breach or default, and no event has occurred which with notice or lapse of 
time would constitute a breach or default, or permit termination, 
modification, or acceleration, under the agreement; and (4) no party has 
repudiated any provision of the agreement.

     (o)  Notes and Accounts Receivable.  All notes and accounts receivable 
of the Corporation are reflected properly on its books and records, are 
valid receivables subject to no setoffs or counterclaims except contractual 
adjustments with in arrangements with third-party reimbursers, are current 
and collectible, and will be collected in accordance with their terms at 
their recorded amounts, subject only to the reserve for bad debts as 
adjusted for the passage of time through the Closing Date in accordance 
with the past custom and practice of the Corporation.
 
     (p)  Powers of Attorney.  There are no outstanding powers of attorney 
executed on behalf of the Corporation.

     (q)  Insurance.  Paragraph 4(q) of the Sellers' Disclosure Letter sets 
forth the following information with respect to each insurance policy 
(including policies providing property, casualty, liability, medical 
malpractice, and workers' compensation coverage and bond and surety 
arrangements) to which the Corporation has been a party, a named insured, 
or otherwise the beneficiary of coverage at any time within the past five 
(5) years:

          (i)  the name, address, and telephone number of the agent;

          (ii)  the name of the insurer, the name of the policyholder, and 
the name of each covered insured;

          (iii)  the policy number and the period of coverage;

          (iv)  the scope (including an indication of whether the coverage 
was on a claims made, occurrence, or other basis) and amount (including a 
description of how deductibles and ceilings are calculated and operate) of  
coverage; and

          (v) a description of any retroactive premium adjustments or other 
loss-sharing arrangements.

With respect to each such insurance policy: (A) the policy is in full force 
and effect; (B) the policy will continue to be in full force and effect on 
identical terms following the consummation of the transactions contemplated 
hereby unless and until canceled by the Purchaser; (C) neither the 
Corporation nor any other party to the policy is in breach or default 
(including with respect to the payment of premiums or the giving of 
notices), and no event has occurred which, with notice or the lapse of 
time, would constitute such a breach or default, or permit termination, 
modification, or acceleration, under the policy; and (D) no party to the 
policy has repudiated any provision thereof.  The Corporation has been 
covered during the past five (5) years by insurance in scope and amount 
customary and reasonable for the businesses in which it has engaged during 
the aforementioned period.  Paragraph 4(q) of the Sellers' Disclosure 
Letter describes any self-insurance arrangements affecting the Corporation.

     (r)  Litigation.  Section 4(r) of the Sellers' Disclosure Letter sets 
forth each instance in which either the Corporation (i) is subject to any 
outstanding injunction, judgment, order, decree, ruling, or charge or (ii) 
is a party or is threatened to be made a party to any action, suit, 
proceeding, hearing, or investigation of, in, or before any court or 
quasi-judicial or administrative agency of any federal, state, local, or 
foreign jurisdiction or before any arbitrator.  None of the actions, suits, 
proceedings, hearings, and investigations set forth in Section 4(r) of the 
Sellers' Disclosure Letter could result in any material adverse change in 
the business, financial condition, operations, results of operations, or 
future prospects of either the Corporation or the Group.  Neither the 
Sellers nor the directors and officers (and employees with responsibility 
for litigation matters) of the Corporation  has any Knowledge  that any 
such action, suit, proceeding, hearing, or investigation may be brought or 
threatened against the Corporation. 

     (s)  Employees.  To the best of the Sellers' Knowledge, no executive, 
key employee, or group of employees has any plans to terminate employment 
with the Corporation or, after the Closing, with the Group.  The 
Corporation is not a party to or bound by any collective bargaining 
agreement, nor has it experienced any strikes, grievances filed pursuant to 
any work rules of any organized labor organization, claims of unfair labor 
practices, or other collective bargaining disputes.  To the best of the 
Sellers' Knowledge, the Corporation has not committed any unfair labor 
practice.  To the best of the Sellers' Knowledge, no organizational effort 
is presently being made or threatened by or on behalf of any labor union 
with respect to employees of the Corporation.

     (t)  Employee Benefits.

          (i) Paragraph 4(t) of the Sellers' Disclosure Letter lists each 
Employee Benefit Plan that the Corporation maintains or to which the 
Corporation contributes.

               (A) Each such Employee Benefit Plan (and each related trust, 
insurance contract, or fund) complies in form and in operation in all 
material respects with the applicable requirements of ERISA, the Code, and 
other applicable laws.

               (B) All required reports and descriptions (including Form 
5500 Annual Reports, Summary Annual Reports, PBGC-1's, and Summary Plan 
Descriptions) have been filed or distributed appropriately with respect to 
each such Employee Benefit Plan.  The requirements of Part 6 of Subtitle B 
of Title I of ERISA and of Code Sec. 4980B have been met with respect to 
each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.

               (C) All contributions (including all employer contributions 
and employee salary reduction contributions) which are due have been paid 
to each such Employee Benefit Plan which is an Employee Pension Benefit 
Plan and all contributions for any period ending on or before the Closing 
Date which are not yet due have been paid to each such Employee Pension 
Benefit Plan or accrued in accordance with the past custom and practice of 
the Corporation.  All premiums or other payments which are due for all 
periods ending on or before the Closing Date have been paid with respect to 
each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.

               (D) Each such Employee Benefit Plan which is an Employee 
Pension Benefit Plan meets the requirements of a "qualified plan" under 
Code Sec. 401(a) and has received, within the last two years, a favorable 
determination letter from the Internal Revenue Service.

               (E) The market value of assets under each such Employee 
Benefit Plan which is an Employee  Pension Benefit Plan (other than any 
Multiemployer Plan) equals or exceeds the present value of all vested and 
nonvested Liabilities thereunder determined in accordance with PBGC 
methods, factors, and assumptions applicable to an Employee Pension Benefit 
Plan terminating on the date for determination.

               (F) The Sellers have delivered to the Purchaser correct and 
complete copies of the plan documents and summary plan descriptions, the 
most recent determination letter received from the Internal Revenue 
Service, the most recent Form 5500 Annual Report, and all related trust 
agreements, insurance contracts, and other funding agreements which 
implement each such Employee Benefit Plan.

          (ii) With respect to each Employee Benefit Plan that the 
Corporation maintains or ever has maintained or to which it contributes, 
ever has contributed, or ever has been required to contribute:

               (A)  No such Employee Benefit Plan which is in Employee 
Pension Benefit Plan (other than any Multiemployer Plan) has been 
completely or partially terminated or been the subject of a Reportable 
Event as to which notices would be required to be filed with the PBGC. No 
proceeding by the PBGC to terminate any such Employee Pension Benefit Plan 
(other than any Multiemployer Plan) has been instituted or threatened. 

               (B)  There have been no Prohibited Transactions with respect 
to any such Employee Benefit Plan.  No Fiduciary has any Liability for 
breach of fiduciary duty or any other failure to act or comply in 
connection with the administration or investment of the assets of any such 
Employee Benefit Plan.  No action, suit, proceeding, hearing, or 
investigation with respect to the administration or the investment of the 
assets of any such Employee Benefit Plan (other than routine claims for 
benefits) is pending or threatened.  Neither the Sellers nor the directors 
and officers (and employees with responsibility for employee benefits 
matters) of the Corporation has any Knowledge of any Basis for any such 
action, suit, proceeding, hearing, or investigation.

               (C)  The Corporation has not incurred, and neither the 
Sellers nor the directors and officers (and employees with responsibility 
for employee benefits matters) of the Corporation has any reason to expect 
that the Corporation will incur, any Liability to the PBGC (other than PBGC 
premium payments) or otherwise under Title IV of ERISA (including any 
withdrawal Liability) or under the Code with respect to any such Employee 
Benefit Plan which is an Employee Pension Benefit Plan.

          (iii) The Corporation does not contribute to, has never 
contributed to, and has not been required to contribute to any 
Multiemployer Plan or has any Liability (including withdrawal Liability) 
under any Multiemployer Plan.

          (iv) The Corporation does not maintain, has never maintained, has 
never contributed, and has not been required to contribute to any Employee 
Welfare Benefit Plan providing medical, health, or life insurance or other 
welfare-type benefits for current or future retired or terminated 
employees, their spouses, or their dependents (other than in accordance 
with Code Sec. 4980B).

     (u)  Guaranties.  The Corporation is not a guarantor or is not 
otherwise liable for any Liability or obligation (including indebtedness) 
of any other Person.

     (v)  Environment, Health, and Safety.

          (i)  Each of the Sellers, the Corporation and their respective 
Affiliates has complied in all material respects with all Environmental, 
Health, and Safety Laws, and no action, suit, proceeding, hearing, 
investigation, charge, complaint, claim, demand, or notice has been filed 
or commenced against any of them alleging any failure so to comply.  
Without limiting the generality of the preceding sentence, each of the 
Sellers, the Corporation and their respective Affiliates has obtained and 
been in compliance with all of the terms and conditions of all permits, 
licenses, and other authorizations which are required under, and has 
complied with all other limitations, restrictions, conditions, standards, 
prohibitions, requirements, obligations, schedules, and timetables which 
are contained in, all Environmental, Health, and Safety Laws.

          (ii)  The Corporation has no Liability (and none of the Sellers, 
the Corporation and their respective Affiliates has handled or disposed of 
any substance, arranged for the disposal of any substance, exposed any 
employee or other individual to any substance or condition, or owned or 
operated any property or facility in any manner that could form the Basis 
for any present or future action, suit, proceeding, hearing, investigation, 
charge, complaint, claim, or demand against the Corporation giving rise to 
any Liability) for damage to any site, location, or body of water (surface 
or subsurface), for any illness of or personal injury to any employee or 
other individual, or for any reason under any Environmental, Health, and 
Safety Law.
 
          (iii)  All properties and equipment used in the business of the 
Sellers, the Corporation and their respective Affiliates have been free of 
asbestos, PCB's, methylene chloride, trichloroethylene, 
1,2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous 
Substances.

     (w)  Healthcare Compliance.  Neither the Corporation nor any physician 
associated with or employed by the Corporation has received payment or any 
remuneration whatsoever to induce or encourage the referral of patients or 
the purchase of goods and/or services as prohibited under 42 U.S.C. 
 1320a-7b(b), or otherwise perpetrated any Medicare or Medicaid fraud or 
abuse nor has any fraud or abuse been alleged within the last five (5) 
years by any government agency.  No Physician associated with or employed 
by the Group has made any referral of any patient to any entity in which 
such Physician or a member of his or her immediate family has any ownership 
or investment interest or with which such Physician or family member has 
any financial relationship. The Corporation and/or each physician employed 
thereby is participating in or otherwise authorized to receive 
reimbursement from or is a party to Medicare, Medicaid, and other 
third-party payor programs.  All necessary certifications and contracts 
required for participation in such programs are in full force and effect 
and have not been amended or otherwise modified, rescinded, revoked or 
assigned and, to the best of the Sellers' Knowledge, no condition exists or 
event has occurred which in itself or with the giving of notice or the 
lapse of time or both would result in the suspension, revocation, 
impairment, forfeiture or non-renewal of any such third party payor 
program.  The Corporation is and, after the execution and delivery hereof 
and of the Service Agreement, the Group will be, in full compliance with 
the requirements of all such third party payor programs applicable thereto.

     (x)  Fraud and Abuse.  The Corporation and persons and entities 
providing professional services for the Corporation have not engaged in any 
activities which are prohibited under 42 U.S.C.  1320a-7b, or the 
regulations promulgated thereunder pursuant to such statutes, or related 
state or local statutes or regulations, or which are prohibited by rules of 
professional conduct, including but not limited to the following:  

          (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 on its own behalf or on behalf of another, with intent 
to fraudulently secure such benefit or payment; and 

          (iv) 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 or 
receive such remuneration (A) in return for referring an individual to a 
person for the furnishing or arranging for the furnishing or any item or 
service for which payment may be made in whole or in part by Medicare or 
Medicaid, or (B) in return for purchasing, leasing, or ordering or 
arranging for or recommending purchasing, leasing, or ordering any good, 
facility, service or item for which payment may be made in whole or in part 
by Medicare or Medicaid.

     (y)  Facility Compliance.  The Corporation is duly licensed, and the 
Corporation and its clinics, offices and facilities are lawfully operated 
in accordance with the requirements of all applicable laws and certificates 
of need and has all necessary authorizations and certificates of need for 
their use and operation, all of which are in full force and effect.  There 
are no outstanding notices of deficiencies relating to the Corporation or 
any physician employed thereby issued by any governmental authority or 
third party payor requiring conformity or compliance with any applicable 
law or condition for participation of such governmental authority or third 
party payor, and after reasonable and independent inquiry and due diligence 
and investigation, the Corporation has no Knowledge or reason to believe 
that such necessary authorizations may be revoked or not renewed in the 
ordinary course. 

     (z)  Rates and Reimbursement Policies.  The Corporation has no rate 
appeal currently pending before any governmental authority or any 
administrator of any governmental third party payor program.  

     (aa)  Disclosure.  The representations and warranties contained in 
this Section 4 and in the Sellers' Disclosure Letter do not contain any 
untrue or misleading statement of a fact. 

     5.  Pre-Closing Covenants.  The Parties agree as follows with respect 
to the period between the execution of this Agreement and the Closing.

     (a)  General.  Each of the Parties will use his or its best efforts to 
take all action and to do all things necessary in order to consummate and 
make effective the transactions contemplated by this Agreement (including 
satisfaction of the closing conditions set forth in Section 7 below).

     (b)  Notices and Consents.  The Sellers will cause the Corporation to 
give any notices to third parties, and will cause the Corporation to use 
its best efforts to obtain any third-party consents, that may be required 
by law or the terms of any contract to which the Sellers may be subject or 
that the Purchaser may request in connection with the transaction 
contemplated by this Agreement.  Each of the Parties will (and the Sellers 
will cause the Corporation to) give any notices to, make any filings with, 
and use its best efforts to obtain any authorizations, consents, and 
approvals of governments and governmental agencies required to consummate 
the transaction contemplated by this Agreement.  

     (c)  Operation of Business.  The Sellers will not cause or permit the 
Corporation or the Group to engage in any practice, take any action, or 
enter into any transaction outside the Ordinary Course of Business.  
Without limiting the generality of the foregoing, the Sellers will not 
cause or permit the Corporation to (i) declare, set aside, or pay any 
dividend or make any distribution with respect to its capital stock or 
redeem, purchase, or otherwise acquire any of its capital stock or (ii) 
otherwise engage in any practice, take any action, or enter into any 
transaction of the sort described in Section 4(g) above.

     (d)  Preservation of Business.  The Sellers will cause the Corporation 
to keep its properties substantially intact, including its present physical 
facilities, working conditions, and relationships with lessors, licensors, 
suppliers, patients, and employees.       In addition to the foregoing, the 
Sellers will cause  the Corporation's articles of incorporation or 
organization to be amended to convert the Corporation from a professional 
association or corporation to a business corporation under the laws of its 
state of organization.

     (e)  Full Access.  The Sellers will permit, and the Sellers will cause 
the Corporation to permit, representatives of the Purchaser to have full 
access at all reasonable  times, and in a manner so as not to interfere 
with the normal business operations of the Corporation, to all premises, 
properties, personnel, books, records (including Tax records), contracts, 
and documents of or pertaining to the Corporation.  In that regard, the 
Sellers will cause the Corporation to permit the independent accountants 
for the Purchaser to conduct such audits of the financial statements of the 
Corporation as the Purchaser shall elect or be required to obtain, and 
shall cause the accounting personnel of the Corporation to assist such 
accountants in the preparation for and conduct of such audit. 

     (f)  Notice of Developments.  The Sellers will give prompt written 
notice to the Purchaser of any material adverse development of which any of 
them learns which would constitute or otherwise cause a breach of any of 
the representations and warranties in Section 4 above.  Each Party will 
give prompt written notice to the others of any material adverse 
development causing a breach of any of his or its own representations and 
warranties in Section 3 above.  No disclosure by any Party pursuant to this 
Section 5(f), however, shall be deemed to amend or supplement the Sellers' 
Disclosure Letter or to prevent or cure any misrepresentation, breach of 
warranty, or breach of covenant.

     (g)  Exclusivity.  For so long as this Stock Purchase Agreement shall 
remain in effect, the Sellers will not (and the Sellers will not cause or 
permit the Corporation to) (i) solicit, initiate, or encourage the 
submission of any proposal or offer from any Person relating to the 
acquisition of any capital stock or other voting securities, or any 
substantial portion of the assets of, the Corporation (including any 
acquisition structured as a merger, consolidation, or share exchange) or 
(ii) participate in any discussions or negotiations regarding, furnish any 
information with respect to, assist or participate in, or facilitate in any 
other manner any effort or attempt by any Person to do or seek any of the 
foregoing.  The Sellers will not vote their Shares in favor of any such 
acquisition structured as a merger, consolidation, or share exchange.  The 
Sellers will notify the Purchaser immediately if any Person makes any 
proposal, offer, inquiry, or contact with respect to any of the foregoing.

     (h)  Release from Personal Guaranties.  The Purchaser shall use its 
best efforts to obtain the release of each Seller from any personal 
guarantee of any obligation of the Corporation.  Failure of the Purchaser 
to obtain any such release shall not be a breach of this Agreement or 
otherwise, without the existence of a separate breach hereof, excuse any 
Seller from performance hereunder.  The Purchaser shall indemnify and hold 
each Seller harmless from and against any Liability personally guaranteed 
by such Seller if and to the extent the Purchaser is unable to procure the 
release of such guaranty.

     (i)  Issuance of Stock Options.  The Purchaser shall cause to be 
issued to each Seller options to purchase 5,000 shares of Response Stock 
pursuant to the Purchaser's 1996 Stock Incentive Plan, which options shall 
have an exercise price equal to $12.50 per share.

     6.  Post-Closing Covenants.  The Parties agree as follows with respect 
to the period following the Closing.

     (a)  General.  In case at any time after the Closing any further 
action is necessary to carry out the purposes of this Agreement, each of 
the Parties will take such further action (including the execution and 
delivery of such further instruments and documents) as any other Party may 
reasonably request, all at the sole cost and expense of the requesting 
Party (unless the requesting Party is entitled to indemnification therefor 
under Section 9 below).  The Sellers acknowledge and agree that from and 
after the Closing the Purchaser will be entitled to possession of all 
documents, books, records (including Tax records), agreements, and 
financial data of any sort relating to the Corporation.

     (b)  Litigation Support.  In the event and for so long as any Party 
actively is contesting or defending against any action, suit, proceeding, 
hearing, investigation, charge, complaint, claim, or demand in connection 
with (i) any transaction contemplated under this Agreement or (ii) any 
fact, situation, circumstance, status, condition, activity, practice, plan, 
occurrence, event, incident, action, failure to act, or transaction on or 
prior to the Closing Date involving the Corporation or any Seller, each of 
the other Parties will cooperate with him or it and his or its counsel in 
the contest or defense, make available their personnel, and provide such 
testimony and access to their books and records as shall be necessary in 
connection with the contest or defense, all at the sole cost and expense of 
the contesting or defending Party (unless the contesting or defending Party 
is entitled to indemnification therefor under Section 9 below).

     (c)  Transition.  The Sellers will not take any action that is 
designed or intended to have the effect of discouraging any lessor, 
licensor, customer, supplier, or other business associate of the 
Corporation from maintaining the same business relationships with the 
Corporation or the Group after the Closing as it maintained with the 
Corporation prior to the Closing.  The Sellers will refer all inquiries 
relating to the businesses of the Corporation to the Purchaser from and 
after the Closing.

     (d)  Name Change.  At the time of Closing, the Purchaser shall cause 
the name of the Corporation to be changed to something distinguishable, 
within the meaning of the corporation statutes of the state of Florida, 
from the name of the Corporation and shall execute, deliver and/or cause to 
be filed such documents or instruments that may be necessary to permit the 
Group to change its name to and to do business under the name "Rosenberg & 
Kalman, M.D., P.A.

     (e)  Custody of Patient Records.  The Purchaser shall maintain custody 
of all existing records, files, charts, x-ray files and similar data 
pertaining to each patient in accordance with Applicable Laws and canons of 
professional ethics.

     7.  Conditions Precedent to Obligation to Close.

     (a)  Conditions to Obligation of the Purchaser.  The obligation of the 
Purchaser to consummate the transactions to be performed by it in 
connection with the Closing is subject to satisfaction of the following 
conditions:

          (i) the representations and warranties set forth in Section 3(a) 
and Section 4 above shall be true and correct in all material respects at 
and as of the Closing Date;

          (ii) the Sellers shall have performed and complied with all of 
its covenants hereunder in all material respects through the Closing;

          (iii) the Sellers shall have caused the Corporation to make all 
filings, give all notices and procure all of the third party consents and 
authorizations specified in Section 5(b) above;

          (iv) no action, suit, or proceeding shall be pending or 
threatened before any court or quasi-judicial or administrative agency of 
any federal, state, local, or foreign jurisdiction or before any arbitrator 
wherein an unfavorable injunction, judgment, order, decree, ruling, or 
charge would (A) prevent consummation of any of the transactions 
contemplated by this Agreement, (B) cause any of the transactions 
contemplated by this Agreement to be rescinded following consummation, (C) 
affect adversely the right of the Purchaser to own the Shares and to 
control the Corporation, or (D) affect adversely the right of the 
Corporation to own its assets and to operate its businesses (and no such 
injunction, judgment, order, decree, ruling, or charge shall be in effect);

          (v) the Sellers  shall have delivered to the Purchaser a 
certificate to the effect that each of the conditions specified above in 
Section 7(a)(i)-(iv) is satisfied in all respects;

          (vi) the Purchaser shall have received the resignations, 
effective as of the Closing, of each director and officer of the 
Corporation other than those whom the Purchaser shall have specified in 
writing at least five business days prior to the Closing;

          (vii) the Purchaser shall have received from Greenberg Traurig, 
counsel to the Sellers and the Corporation, an opinion as to matters 
customarily addressed in opinions of counsel in transactions such as that 
described herein, which opinion shall be in form and substance reasonably 
acceptable to the Purchaser and its counsel;

          (viii) the Group, the Corporation and the Sellers shall have 
executed and delivered the Service Agreement to the Purchaser;

          (ix)  the President of the Corporation shall have executed and 
delivered to the Purchaser the Certificate of Facts in substantially the 
form set forth as Exhibit 7(a)(ix) hereto; and

          (x)  all actions to be taken by the Sellers in connection with 
consummation of the transactions contemplated hereby and all certificates, 
opinion, instruments, and other documents required to effect the 
transactions contemplated hereby will be satisfactory in form and substance 
to the Purchaser.

The Purchaser may waive any condition specified in this Section 7(a) if it 
executes a writing so stating at or prior to the Closing.

     (b)  Conditions to Obligation of the Sellers.  The obligation of the 
Sellers to consummate the transactions to be performed by them in 
connection with the Closing is subject to satisfaction of the following 
conditions:

          (i) the representations and warranties set forth in Section 3(b) 
above shall be true and correct in all material respects at and as of the 
Closing Date;

          (ii) the Purchaser shall have performed and complied with all of 
its covenants hereunder in all material respects through the Closing;

          (iii) no action, suit, or proceeding shall be pending or 
threatened before any court or quasi-judicial or administrative agency of 
any federal, state, local, or foreign jurisdiction or before any arbitrator 
wherein an unfavorable injunction, judgment, order, decree, ruling, or 
charge would (A) prevent consummation of any of the transactions 
contemplated by this Agreement or (B) cause any of the transactions 
contemplated by this Agreement to be rescinded following consummation (and 
no such injunction, judgment, order, decree, ruling, or charge shall be in 
effect);

          (iv) the Purchaser shall have delivered to the Sellers a 
certificate to the effect that each of the conditions specified above in 
Section 7(b)(i)-(iii) is satisfied in all respects;

          (v)  the Purchaser shall have delivered to the Sellers the 
opinion of John A. Good, General Counsel to the Purchaser, as to matters 
customarily addressed with respect to Purchasers in connection with 
transactions of the nature contemplated herein and as to the enforceability 
of the Note, which opinion shall be in form and substance reasonably 
acceptable to the Sellers and their counsel; and
          (vi) all actions to be taken by the Purchaser in connection with 
consummation of the transactions contemplated hereby and all certificates, 
instruments, and other documents required to effect the transactions 
contemplated hereby will be reasonably satisfactory in form and substance 
to the Sellers.

The Sellers may waive any condition specified in this Section 7(b) if they 
execute a writing so stating at or prior to the Closing.

     8.  Deliveries at Closing.

     (a)  Documents to be Delivered by the Purchaser.  At the Closing, the 
Purchaser shall deliver the following instruments and documents to the 
Sellers or other appropriate party:

          (i)  the Cash Consideration, by cashier's check or wire transfer 
pursuant to Sellers' instructions;

          (ii)  a Note payable to the order of each Seller;

          (iii) certificates representing 95,000 shares of Response Stock 
issuable to each Seller pursuant to Section 2(b) above;

          (iv) the Registration Rights Agreement in the form set forth as 
Exhibit 8(a)(iv) hereto;

          (v)  the certificate described in Section 7(b)(iv) above;

          (vi)  the opinion described in Section 7(b)(v) above; and
          (vii)  such other documents as the Sellers may reasonably request 
to affect the transactions contemplated by this Agreement.

     (b)  Documents to be Delivered by the Seller.  At the Closing, the 
Sellers shall deliver the following instruments and documents to the 
Purchaser:

          (i)  stock certificates representing all of the Shares, endorsed 
in blank or accompanied by duly executed assignment documents;

          (ii)  a certificate of existence from the Florida Secretary of 
State evidencing the existence and good standing of the Corporation, dated 
not more than five (5) days prior to the Closing Date;

          (iii)  all consents necessary regarding the transaction 
contemplated by this Agreement;

          (iv)  the opinion of counsel to the Sellers, in a form reasonably 
satisfactory to the Purchaser's counsel, required by Section 7(a)(vii) 
above; 

          (v)  the Certificate described in Section 7(a)(v) above;

          (vi)  the Service Agreement, duly executed by the Sellers, the 
Corporation and the Group; 

          (vii)  the Certificate of Facts described in 7(a)(ix) above; and

          (viii)  such other documents as the Purchaser may reasonably 
request to affect the transactions contemplated by this Agreement.
 
     9.  Remedies for Breaches of This Agreement.
 
     (a)  Survival of Representations and Warranties.  All of the 
representations and warranties of the Parties contained in this Agreement 
shall survive the Closing hereunder (even if the damaged Party knew or had 
reason to know of any misrepresentation or breach of warranty at the time 
of Closing) and continue in full force and effect for a period of two (2) 
years thereafter (subject to any applicable statutes of limitations); 
provided, however, that with respect to Federal and state tax matters, such 
survival period shall be equal to the statute of limitations (without 
regard to any extension by the Purchaser following Closing) for assessment 
of additional taxes.

     (b)  Indemnification Provisions for Benefit of the Parties.  In the 
event any Party breaches (or in the event any third party alleges facts 
that, if true, would mean the Party has breached) any of such Party's 
representations, warranties, and covenants contained herein and, provided 
that the other Party (the "Indemnitee") makes a written claim for 
indemnification against the breaching party (the "Indemnitor") pursuant to 
Section 9(c)(i) below, then the Indemnitor (jointly and severally, if the 
Sellers are the Indemnitors) agrees to indemnify the Indemnitee from and 
against the entirety of any Adverse Consequences the Indemnitee may suffer 
through and after the date of the claim for indemnification (including any 
Adverse Consequences the Indemnitee may suffer after the end of any 
applicable survival period) resulting from, arising out of, relating to, in 
the nature of, or caused by the breach (or the alleged breach). or 
otherwise; provided, however, that the Indemitor's obligation to indemnify 
and hold the Indemnitee harmless pursuant to this Section 9 shall only 
accrue if and to the extent that the aggregate claim for indemnification by 
the Indemnitee hereunder, determined in the exercise of good faith, shall 
exceed $100,000.00 (excluding any items otherwise payable by Indemnitor 
pursuant to any other agreement between the Parties, including the Service 
Agreement).

     (c)  Matters Involving Third Parties.

          (i) If any third party shall notify the Indemnitee with respect 
to any matter (a "Third Party Claim") which may give rise to a claim for 
indemnification under this Section 9, then the Indemnitee shall promptly 
notify the Indemnitor thereof in writing; provided, however, that no delay 
on the part of the Indemnitee in notifying the Indemnitor shall relieve the 
Indemnitor from any obligation hereunder unless (and then solely to the 
extent) the Indemnitor thereby is prejudiced.

          (ii) The Indemnitor  will have the right to defend the Indemnitee 
against the Third Party Claim with counsel of its choice reasonably 
satisfactory to the Indemnitee so long as (A) it notifies the Indemnitee in 
writing within 15 days after the Indemnitee has given notice of the Third 
Party Claim that the Indemnitor will indemnify the Indemnitee from and 
against the entirety of any Adverse Consequences the Indemnitee may suffer 
resulting from, arising out of, relating to, in the nature of, or caused by 
the Third Party Claim, (B) the Indemnitor  provides the Indemnitee with 
evidence acceptable to the Indemnitee that the Indemnitor  will have the 
financial resources to defend against the Third Party Claim and fulfill its 
indemnification obligations hereunder,  (C) settlement of, or an adverse 
judgment with respect to, the Third Party Claim is not, in the good faith 
judgment of the Indemnitee, likely to establish a precedential custom or 
practice adverse to the continuing business interests of the Indemnitee, 
and (D) the Indemnitor  conducts the defense of the Third Party Claim 
actively and diligently.

          (iii) So long as the Indemnitor  is conducting the defense of the 
Third Party Claim in accordance with Section 9(c)(ii) above, (A) the 
Indemnitee may retain separate co-counsel at its sole cost and expense and 
participate in the defense of the Third Party Claim, (B) the Indemnitee 
will not consent to the entry of any judgment or enter into any settlement 
with respect to the Third Party Claim without the prior written consent of 
the Indemnitor  (not to be withheld unreasonably), and (C) the Indemnitor  
will not consent to the entry of any judgment or enter into any settlement 
with respect to the Third Party Claim without the prior written consent of 
the Indemnitee, not to be unreasonably withheld.

          (iv) In the event any of the conditions in Section 9(c)(ii) above 
is or becomes unsatisfied, however, (A) the Indemnitee may defend against, 
and consent to the entry of any judgment or enter into any settlement with 
respect to, the Third Party Claim in any manner it may deem appropriate 
(and the Indemnitee need not consult with, or obtain any consent from, the 
Indemnitor in connection  therewith), (B) the Indemnitor  will reimburse 
the Indemnitee promptly and periodically for the costs of defending against 
the Third Party Claim (including attorneys' fees and expenses), and (C) the 
Indemnitor  will remain responsible for any Adverse Consequences the 
Indemnitee may suffer resulting from, arising out of, relating to, in the 
nature of, or caused by the Third Party Claim to the fullest extent 
provided in this Section 9.

     (d)  Determination of Adverse Consequences.  The Parties shall take 
into account the time cost of money (using the Applicable Rate as the 
discount rate) in determining Adverse Consequences for purposes of this 
Section 9.  All indemnification payments under this Section 9 shall be 
deemed adjustments to the Purchase Price.

     (e)  Recoupment Under the Note.  In the event that the Purchaser shall 
suffer Adverse Consequences for which indemnification pursuant to the 
foregoing provisions shall be payable by the Sellers and the Sellers shall 
not make any such indemnification payment within sixty (60) days after such 
indemnity amount shall become payable, the Purchaser shall have the option 
of recouping all or any part of any Adverse Consequences it may suffer by 
notifying the Sellers that the Purchaser is offsetting the amount of such 
Adverse Consequences against the principal amount outstanding under the 
Note.  An offset pursuant to this subsection shall affect the timing and 
amount of payments required under the Note in the same manner as if the 
Purchaser had made a permitted prepayment (without premium or penalty) 
thereunder.

     (f)  Other Indemnification Provisions.  The foregoing indemnification 
provisions are in addition to, and not in derogation of, any statutory, 
equitable, or common law remedy any Party may have for breach of 
representation, warranty, or covenant.  The Sellers hereby agree that they 
will not make any claim for indemnification against the Corporation by 
reason of the fact that they were directors, officers, employees, or agents 
of the Corporation or were serving at the request thereof as a partner, 
trustee, director, officer, employee, or agent of another entity (whether 
such claim is for judgments, damages, penalties, fines, costs, amounts paid 
in settlement, losses, expenses, or otherwise and whether such claim is 
pursuant to any statute, charter document, bylaw, agreement, or otherwise) 
with respect to any action, suit, proceeding, complaint, claim, or demand 
brought by the Purchaser against the Sellers (whether such action, suit, 
proceeding, complaint, claim, or demand is pursuant to this Agreement, 
applicable law, or otherwise).

     10.  Termination.

     (a)  Termination of Agreement.  Certain of the Parties may terminate 
this Agreement as provided below:

          (i) the Purchaser and the Sellers may terminate this Agreement by 
mutual written consent at any time prior to the Closing;

          (ii) the Purchaser may terminate this Agreement by giving written 
notice to the Sellers at any time prior to the Closing (A) in the event any 
of the Sellers has breached any material representation, warranty, or 
covenant contained in this Agreement in any material respect, the Purchaser 
has notified the Seller of the breach, and the breach has continued without 
cure for a period of 10 days after the notice of breach or (B) if the 
Closing shall not have occurred on or before October 1, 1996, by reason of 
the failure of any condition precedent under Section 7(a) hereof (unless 
the failure results primarily from the Purchaser itself breaching any 
representation, warranty, or covenant contained in this Agreement); and

          (iii) the Sellers may terminate this Agreement by giving written 
notice to the Purchaser at any time prior to the Closing (A) in the event 
the Purchaser has breached any material representation, warranty, or 
covenant contained in this Agreement in any material respect, any of the 
Sellers has notified the Purchaser of the breach, and the breach has 
continued without cure for a period of 10 days after the notice of breach 
or (B) if the Closing shall not have occurred on or before November 1, 1996 
by reason of the failure of any condition precedent under Section 7(b) 
hereof (unless the failure results primarily from any of the Sellers 
themselves breaching any representation, warranty, or covenant contained in 
this Agreement).

     (b)  Effect of Termination.  If any Party terminates this Agreement 
pursuant to Section 10(a) above, all rights and obligations of the Parties 
hereunder shall terminate without any Liability of any Party to any other 
Party (except for any Liability of any Party then in breach).

     11.  Miscellaneous.

     (a)  Press Releases and Public Announcements.  No Party shall issue 
any press release or make any public announcement relating to the subject 
matter of this Agreement without the prior written approval of the 
Purchaser and the Seller; provided, however, that any Party may make any 
public disclosure it believes in good faith is required by applicable law 
or any listing or trading agreement concerning its publicly-traded 
securities (in which case the disclosing Party will use its best efforts to 
advise the other Parties prior to making the disclosure).

     (b)  Arbitration of Disputes; Legal Fees.  Any dispute arising under 
this Stock Purchase Agreement shall be submitted by the parties to binding 
arbitration pursuant to the Florida Uniform Arbitration Act, with any such 
arbitration proceeding being conducted in accordance with the rules of the 
American Arbitration Corporation.  Any arbitration panel presiding over any 
arbitration proceeding hereunder is hereby empowered to render a decision 
in respect of such dispute, to award costs and expenses (including 
reasonable attorney fees) as it shall deem equitable and to enter its award 
in any court of competent jurisdiction.  Each of the Parties submits to the 
jurisdiction of any state or federal court sitting in Ft. Lauderdale, 
Broward County, Florida for purposes of enforcement of any arbitration 
award hereunder.  Each Party also agrees not to bring any action or 
proceeding arising out of or relating to this Agreement in any other court.  
Each of the Parties waives any defense of inconvenient forum to the 
maintenance of any action or proceeding so brought and waives any bond, 
surety, or other security that might be required of any other Party with 
respect thereto.  

     (d)  No Third-Party Beneficiaries.  This Agreement shall not confer 
any rights or remedies upon any Person other than the Parties and their 
respective successors and permitted assigns.

     (e)  Entire Agreement.  This Agreement (including the documents 
referred to herein) constitutes the entire agreement among the Parties and 
supersedes any prior understandings, agreements, or representations by or 
among the Parties, written or oral, to the extent they related in any way 
to the subject matter hereof.

     (f)  Succession and Assignment.  This Agreement shall be binding upon 
and inure to the benefit of the Parties named herein and their respective 
successors and permitted assigns.  No Party may assign either this 
Agreement or any of his or its rights, interests, or obligations hereunder 
without the prior written approval of the Purchaser and the Seller; 
provided, however, that the Purchaser may (i) assign any or all of its 
rights and interests hereunder to one or more of its Affiliates and (ii) 
designate one or more of its Affiliates to perform its obligations 
hereunder (in any or all of which cases the Purchaser nonetheless shall 
remain responsible for the performance of all of its obligations 
hereunder).

     (g)  Counterparts.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original but all of which 
together will constitute one and the same instrument.

     (h)  Headings.  The section headings contained in this Agreement are 
inserted for convenience only and shall not affect in any way the meaning 
or interpretation of this Agreement.

     (i)  Notices.  All notices, requests, demands, claims, and other 
communications hereunder will be in writing.  Any notice, request, demand, 
claim, or other communication hereunder shall be deemed duly given if (and 
then two business days after) it is sent by registered or certified mail, 
return receipt requested, postage prepaid, and addressed to the intended 
recipient as set forth below:

     If to the Seller:                       Copy to:

     Abraham Rosenberg, M.D.                 Steven B. Lapidus, Esq.
     Rosenberg & Kalman, M.D., P.A.          Greenberg Traurig
     7421 N. University Drive                1221 Brickell Ave., 21st Floor
     Tamarac, Florida  33321                 Miami, Florida  33131

     If to the Purchaser:                    Copy to:

     Joseph T. Clark                         John A. Good, Esq.
     Response Oncology, Inc.                 Response Oncology, Inc.
     1775 Moriah Woods Blvd.                 1775 Moriah Woods Blvd.
     Memphis, Tennessee 38117                Memphis, Tennessee 38117

Any Party may send any notice, request, demand, claim, or other 
communication hereunder to the intended recipient at the address set forth 
above using any other means (including personal delivery, expedited 
courier, messenger service, telecopy, telex, ordinary mail, or electronic 
mail), but no such notice, request, demand, claim, or other communication 
shall be deemed to have been duly given unless and until it actually is 
received by the intended recipient.  Any Party may change the address to 
which notices, requests, demands, claims, and other communications 
hereunder are to be delivered by giving the other Parties notice in the 
manner herein set forth.

     (j)  Governing Law.  This Agreement shall be governed by and construed 
in accordance with the domestic laws of the State of Florida without giving 
effect to any choice or conflict of law provision or rule (whether of the 
State of Florida or any other jurisdiction) that would cause the 
application of the laws of any jurisdiction other than the State of 
Florida.

     (k)  Amendments and Waivers.  No amendment of any provision of this 
Agreement shall be valid unless the same shall be in writing and signed by 
the Purchaser and the Sellers.  No waiver by any Party of any default, 
misrepresentation, or breach of warranty or covenant hereunder, whether 
intentional or not, shall be deemed to extend to any prior or subsequent 
default, misrepresentation, or breach of warranty or covenant hereunder or 
affect in any way any rights arising by virtue of any prior or subsequent 
such occurrence.

     (l)  Severability.  Any term or provision of this Agreement that is 
invalid or unenforceable in any situation in any jurisdiction shall not 
affect the validity or enforceability of the remaining terms and provisions 
hereof or the validity or enforceability of the offending term or provision 
in any other situation or in any other jurisdiction.

     (m)  Expenses.  Each of the Parties will bear his or its own costs and 
expenses (including legal fees and expenses) incurred in connection with 
this Agreement and the transactions contemplated hereby.  The Sellers agree 
that neither the Corporation has not borne or will not bear any of the 
Sellers' costs and expenses (including any of their legal fees and 
expenses) in connection with this Agreement or any of the transactions 
contemplated hereby.

     (n)  Construction.  The Parties have participated jointly in the 
negotiation and drafting of this Agreement.  In the event an ambiguity or 
question of intent or interpretation arises, this Agreement shall be 
construed as if drafted jointly by the Parties and no presumption or burden 
of proof shall arise favoring or disfavoring any Party by virtue of the 
authorship of any of the provisions of this Agreement.  Any reference to 
any federal, state, local, or foreign statute or law shall be deemed also 
to refer to all rules and regulations promulgated thereunder, unless the 
context requires otherwise.  The word "including" shall mean including 
without limitation.  The Parties intend that each representation, warranty, 
and covenant contained herein shall have independent significance.  If any 
Party has breached any representation, warranty, or covenant contained 
herein in any respect, the fact that there exists another representation, 
warranty, or covenant relating to the same subject matter (regardless of 
the relative levels of specificity) which the Party has not breached shall 
not detract from or mitigate the fact that the Party is in breach of the 
first representation, warranty, or covenant.

     (o)  Incorporation of Exhibits and Schedules.  The Exhibits and 
Schedules identified in this Agreement are incorporated herein by reference 
and made a part hereof.

     (p)  Specific Performance.  Each of the Parties acknowledges and 
agrees that the other Parties would be damaged irreparably in the event any 
of the provisions of this Agreement are not performed in accordance with 
their  specific terms or otherwise are breached.  Accordingly, each of the 
Parties agrees that the other Parties shall be entitled to an injunction or 
injunctions to prevent breaches of the provisions of this Agreement and to 
enforce specifically this Agreement and the terms and provisions hereof in 
any action instituted in any court of the United States or any state 
thereof having jurisdiction over the Parties and the matter, in addition to 
any other remedy to which they may be entitled, at law or in equity.
 
                                *   *   *   *   *

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on 
[as of] the date first above written.

                              PURCHASER:

                              Response Oncology, Inc.

                              By:     
                              Title:     

                              SELLERS:

                              Abraham Rosenberg, M.D.

                              Alfred M. Kalman, M.D. 

Basic Info X:

Name: STOCK PURCHASE AGREEMENT
Type: Stock Purchase Agreement
Date: Sept. 18, 1996
Company: LABONE INC/
State: Missouri

Other info:

Date:

  • of 1970
  • September 1 , 1996
  • December 31 , 1995
  • 5 months ended May 31 , 1996
  • December 31 , 1992
  • December 31 , 1991
  • last two years
  • October 1 , 1996
  • November 1 , 1996

Organization:

  • Comprehensive Environmental Response
  • Occupational Safety and Health Act
  • U. S. Public Vessel Medical Waste
  • National Institute for Occupational Safety and Health
  • Infections Waste Disposal Guidelines
  • Most Recent Financial Statements
  • Pension Benefit Guaranty Corporation
  • Common Stock of the Corporation
  • Sale of Shares
  • Nine Million Five Hundred Thousand Dollars
  • b Payment of Purchase Price
  • Warranties Concerning the Transaction
  • the State of Tennessee
  • Authorization of Transaction
  • Warranties Concerning the Corporation
  • Most Recent Balance Sheet
  • Most Recent Fiscal Year End
  • Most Recent Fiscal Month End
  • Powers of Attorney
  • Internal Revenue Service
  • y Facility Compliance
  • Ordinary Course of Business
  • Notice of Developments
  • Issuance of Stock Options
  • e Custody of Patient Records
  • Breaches of This Agreement
  • Matters Involving Third Parties
  • Third Party Claim
  • b Effect of Termination
  • Press Releases and Public Announcements
  • American Arbitration Corporation
  • Rosenberg & Kalman
  • Greenberg Traurig 7421 N. University Drive 1221 Brickell Ave.
  • 21st Floor Tamarac
  • Moriah Woods Blvd
  • State of Florida
  • Response Oncology , Inc.

Location:

  • N.A.
  • Nashville
  • P.A.
  • Pro Rata
  • Ft. Lauderdale
  • Broward County
  • M.D.
  • Miami
  • Memphis
  • Tennessee
  • State of Florida
  • United States

Money:

  • $ .01
  • $ 9,500,000.00
  • $ 7,600,000
  • $ 1,900,000
  • $ 950,000
  • $ 25,000.00
  • $ 12.50
  • $ 100,000.00

Person:

  • Greenberg Traurig
  • Indemnitee
  • Steven B. Lapidus
  • Joseph T. Clark John
  • Abraham Rosenberg
  • Alfred M. Kalman

Time:

  • 9:00 a.m. local time

Percent:

  • 2 %
  • 100 %
  • 90 %