EXHIBIT 10.30

GROUP PURCHASING ORGANIZATION
PARTICIPATION AGREEMENT

BETWEEN

APS HEALTHCARE PURCHASING PARTNERS, L.P.

AND

QUORUM HEALTH GROUP, INC.

Dated: __________________, 1995
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TABLE OF CONTENTS

RECITALS PAGE

1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. Quorum Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. Duties and Responsibilities of Partnership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. Duties and Responsibilities of Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6. Term and Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. Compensation and Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8. Shareholder Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10. No Warranty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12. Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
13. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14. Medicare Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
15. Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
16. Invalidity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
17. Independent Contractors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
18. Entire Agreement and Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
19. Section Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
20. Independent Review. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
21. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Exhibit A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Addendum I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Addendum II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Addendum III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

GROUP PURCHASING ORGANIZATION
PARTICIPATION AGREEMENT

This Agreement is made and entered into as of ____________, 1995 (the
"Effective Date") by and between APS Healthcare Purchasing Partners, L.P., a
California limited partnership (the "Partnership"), and Quorum Health Group,
Inc., on behalf of itself and its subsidiary companies (hereinafter
collectively known as "Quorum").

R E C I T A L S

WHEREAS, Quorum either directly or indirectly, through its subsidiary
companies, owns, manages, operates, leases or is otherwise affiliated with one
or more health care providers and facilities including, but not limited to,
for-profit and not-for-profit acute care hospitals;

WHEREAS, Quorum and the Member Facilities wish to obtain low-priced
medical supplies, services and other items in order to provide lower-cost
health care services;

WHEREAS, the Partnership, in order to secure low-cost health care
related items and services for health care providers and facilities, has
established certain programs whereby Partnership negotiates and enters into
group purchasing contracts on behalf of participating providers and facilities
(the "Group Purchasing Programs"); and

WHEREAS, the Member Facilities desire to participate in said Group
Purchasing Programs and to the extent of purchases made pursuant to this
Agreement, have given Quorum authority to arrange for a group purchasing
program for the Member Facility.

NOW, THEREFORE, in consideration of the mutual rights and
responsibilities contained herein, the Parties hereto agree as follows:

1. Definitions. The following terms, when used in this Agreement,
shall have the meanings set forth in this section:

1.1 "Agreement" means this Agreement for participation in
the Partnership's Group Purchasing Programs as amended from time to time;

1.2 "APS Plans" means APS Healthcare Plans, Inc., a
wholly owned subsidiary of APS Healthcare Systems and the Partnership's general
partner.

1.3 "APS" means APS Healthcare Systems.

1.4 "Group Purchasing Programs" means those programs and
contracts established by the Partnership whereby the Partnership enters into
purchasing arrangements with vendors on behalf of health care providers and
facilities.

1.5 "Member Facilities" whether used in the singular or
plural, means those hospitals and other health care facilities and providers
that are owned, managed, operated, leased or otherwise affiliated with Quorum,
now and in the future, and listed on Exhibit A attached hereto. Exhibit A shall
be updated as new Member Facilities are approved by APS. Facilities "managed"
by Quorum shall include any facility having a contract calling for Quorum to
manage or provide management service(s) to such facility.

1.6 "Party" and "Parties" means APS Healthcare Systems
Purchasing Partners, L.P. and Quorum Health Group, Inc.

2. Conditions Precedent.

2.1 Participation in the benefits and obligations of this
Agreement with respect to each Member Facility is conditioned upon the
continued participation of Quorum and the approval of the Member Facility by
APS. Partnership shall immediately notify Quorum of any issue that may affect
the participation of a Member Facility in this Agreement. In the event that a
Quorum facility is not approved for participation by APS, APS shall immediately
notify Quorum to discuss possible ways for the Member Facility to become
acceptable to APS. Upon disapproval, this Agreement shall have no further force
or effect with respect to such Member Facility. APS acknowledges that all the
Member Facilities listed on Exhibit A have received approval to participate in
this Agreement.

3. Quorum Representations and Warranties.

3.1 Subject to Section 3.6 of this Agreement, Quorum
represents and warrants that it has entered into an agreement with each
participating Member Facility. The intent of those agreements include Quorum:

3.1.1 providing assistance to the Member Facility
to control costs through a purchasing program and each Member Facility has
given Quorum authority to arrange for a group purchasing program for the Member
Facility;

3.1.2 executing agreements(s) (which may be with
the Partnership) that specify the amount the vendors will pay to the
Partnership or its designees, as applicable, in connection with Group
Purchasing Programs;

3.1.3 arranging, through the purchasing program,
for administrative fees that vendors will pay, including participation in a
group purchasing organization (GPO); and

3.1.4 providing annual disclosure(s) that specify
the amount received from each vendor with respect to purchases made by or on
behalf of the Member Facilities through the purchasing program.

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3.2 Subject to Section 3.6 of this Agreement, the Member
Facility shall abide by the terms and conditions of the Partnership's group
purchasing contracts with vendors, including but not limited to the "own use"
provision of pharmaceutical contracts.

3.3 Subject to Section 3.6 of this Agreement, the Member
Facility shall use the Partnership's group purchasing contracts and other
related Group Purchasing Programs exclusively, with the exception that the
Member Facility may participate in other local group purchasing programs and
individually contract with vendors to the extent that these other programs and
purchasing contracts are not in conflict with the Partnership's contracts, as
determined by the Partnership. In addition, Member Facilities that are public
entities shall be allowed to participate in other purchasing programs if
required by state or federal law (bidding requirements, etc.).

3.4 The Member Facility shall not be a member of, or
participate in, any national purchasing program (e.g., VHA) with vendors
similar to the type provided by the Partnership.

3.5 Subject to Section 3.6 of this Agreement, the Member
Facility shall maintain the confidentiality of all group purchasing contracts
provided or arranged by the Partnership as set forth in Section 21 below.
Notwithstanding this provision and Section 21, Partnership acknowledges that
some Member Facilities will be governmental units that are required by law to
disclose certain information to the public and such Member Facilities shall not
be held to have violated any provision of this Agreement by conforming to
properly established disclosure rules and/or laws.

3.6 Notwithstanding any other provision in this Agreement
and specifically Section 3 of this Agreement, APS and Partnership acknowledge
that Quorum has in excess of 250 disparate agreements for management and
related services with Member Facilities and that many of those agreements do
not presently provide Quorum the ability to warrant or covenant that it can get
full compliance with the terms of Section 3 of this Agreement. Quorum
represents and warrants that it shall use its best efforts to obtain the
cooperation of the Member Facilities in complying with the terms of Section 3
hereof and to transition the Member Facility from its current GPO or vendor to
Partnership's GPO and vendors. Upon renewal of any Quorum-Member Facility
agreement in effect on the date of this Agreement (or within one year if
renewal occurs before Quorum is able to reasonably market the changes to its
Member Facilities) Quorum shall either obtain the commitment necessary to
comply with Section 3 hereof or Partnership shall have the right to remove the
Member Facility pursuant to section 6.4 of this Agreement. Further, APS
acknowledges that a Member Facility may have non-national purchasing agreements
in force for items covered by Partnership agreements that will continue to be
utilized by the Member Facility until they expire, without extension, at which
time said contract will be converted to the Partnership's agreements or
Partnership shall have the right to remove the Member Facility pursuant to
section 6.4 of this Agreement. APS does not object to Member Facilities
continuing and maintaining non-national purchasing arrangements beyond their
renewal date so long as the contracts in such arrangements do not conflict with
APS's vendor contracts. APS and Partnership

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agree not to claim a breach of the covenants and warranties of this Agreement
against Quorum or any Member Facility so long as Quorum has complied with this
Section 3.6.

3.7 Upon receipt of the necessary information from
Partnership, Quorum shall be responsible for disclosures to Member Facilities
regarding the GPO program required by federal law.

3.8 Quorum warrants that it has authority from its Member
Facilities to develop a group purchasing arrangement and has exercised this
authority from the Member Facilities by engaging APS on their behalf.

4. Duties and Responsibilities of Partnership.

4.1 The Partnership shall make all disclosures and supply
all information required hereunder to Quorum. Quorum shall communicate such
information to the Member Facilities. Neither Partnership, nor any limited
partner or other affiliate of Partnership shall communicate directly with
Member Facilities unless expressly permitted to do so, in writing, by Quorum.
This shall include, but will not be limited to, all the services listed under
Article 4.2.

4.2 During the term of this Agreement, the Partnership
shall have the following duties and responsibilities to Quorum and, through
Quorum, the Member Facilities:

4.2.1 Make available existing group purchasing
contracts for health related supplies, equipment and services including
pharmaceuticals, dietary, medical-surgical and capital equipment items.

4.2.2 Negotiate new and/or additional group
purchasing contracts with manufacturers and sellers of health care related
goods and services. Partnership shall use its best efforts to negotiate
favorable pricing and shall use its best efforts to continually monitor
opportunities to increase discounts and other pricing advantages.

4.2.3 Specify in all group purchasing contracts the
fees paid to the Partnership, or its designees, by each vendor and disclose the
same to Quorum;

4.2.4 Make annual disclosures to Quorum regarding
the actual amounts paid by vendors to the Partnership, or its designees, with
respect to the purchases made by or on behalf of Member Facilities. Such
disclosure shall include at least the level of information provided to Limited
Partners of the Partnership. To the extent that information regarding the
amounts paid by vendors becomes available to the Partnership on a per Member
Facility basis, the Partnership agrees to use its reasonable best efforts to
provide such information to Quorum.

4.2.5. Partnership shall maintain and upgrade its
computerized management information system as reasonably needed in order to
generate the information needed

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by Quorum to establish the advantages of the Partnership's purchasing
program(s) to its Member facilities.

4.2.6 Train Quorum's marketing and field support
staff on issues regarding compliance thresholds, participation expectations and
issues with respect to membership in Group Purchasing Programs.

5. Duties and Responsibilities of Quorum.

5.1 Quorum shall perform the following duties and
responsibilities:

5.1.1 Attend the Partnership's meetings relative to
the Member Facility's purchasing activities, when reasonably requested by the
Partnership.

5.1.2 Quorum will monitor adherence of the Member
Facilities with the policies, rules, or regulations applicable to the
enforcement of contract compliance. Quorum shall notify any Member Facility of
any failure in compliance of such Member Facility and will encourage immediate
compliance. Subject to Section 3.6, the failure of such Member Facility to
bring their purchasing practices into compliance shall be grounds for removal
under Section 6.4.

5.1.3 Provide a person or persons to serve as a
representative on the following APS purchasing committees:

Materiel Management Advisory Committee;
Corporate Agreement Task Force;
Pharmacy Advisory Committee;
Nursing Advisory Committee; and
Laboratory Advisory Committee.

It is the intent of the Parties that the above listed
committees perform the key functions described by their titles. Quorum shall
participate on all committees performing those key functions notwithstanding
the name given to such committees to the same extent that participation is
offered to the Limited Partners by the Partnership; provided that such
participation shall be commensurate with the scope of Quorum's participation
with the Group Purchasing Program.

5.2 During the term of this Agreement, Quorum shall use
its best efforts to obtain the participation and cooperation of its Member
Facilities to provide the information listed below, when such information is
reasonably available and when providing the information is in compliance with
the legal and contractual obligations of Quorum and Member Facility. The
information requested by Partnership shall include:

5.2.1 The Member Facility's product usage figures,
amounts, invoices and suppliers, as needed in the negotiation of contracts and
for any related purposes.

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5.2.2 The Member Facility's invoices and other
supply, equipment and contract-vendor information on a periodic basis as
scheduled by the Partnership.

5.2.3 Advising the Partnership on a timely basis
concerning any purchasing problems encountered by the Member Facility.

6. Term and Termination.

6.1 This Agreement shall become effective as of the
Effective Date and shall continue thereafter for a period of five (5) years,
and for successive one year terms thereafter. Upon termination of this
Agreement for any reason, the ability of each Member Facility to participate in
the Partnership's Group Purchasing Programs shall immediately cease.

6.2 Either Party may terminate the Agreement, without
cause, upon six (6) months' prior written notice to the other Party.

6.3 In the event of a breach of this Agreement, this
Agreement may be terminated immediately upon written notice by the nonbreaching
Party provided the breaching Party has been given thirty (30) days written
notice of the breach and the breaching Party has failed to cure said breach
within such thirty (30) day period following its receipt of said notice.

6.4 Notwithstanding the above (and subject to Section
3.6), the Partnership shall have the following rights:

6.4.1 To modify or discontinue all or any part of
any Group Purchasing Program in which Partnership participates (which shall
include any individual vendor in a group purchasing contract).

6.4.2 To remove a Member Facility from
participation in any Group Purchasing Program; however, prior to such removal,
Partnership shall immediately notify Quorum of the issue that warrants removal
of the Member Facility. Quorum shall have a period of sixty (60) days from
receipt of notice from the Partnership in which to use its best efforts to
correct the problem that causes potential removal. Written notice of removal
shall be sent to Quorum. Removal shall be effective upon Quorum's receipt of
such notice. Reasons for possible removal of Quorum or a Member Facility for
cause under this Section 6.4.2 shall include, but not be limited to, the
following:

6.4.2.1 An attempt by Quorum or a Member
Facility to manipulate, alter or use as a "levering device" or negotiating
tactic, any purchasing contract between the Partnership, or APS, and vendors.

6.4.2.2 Quorum negotiates or solicits
contracts covering items covered in the Group Purchasing Program without the
knowledge or consent of the Partnership.

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6.4.2.3 Quorum is, or a Member Facility
becomes a member of, or participates in, a national purchasing program
providing purchasing contracts with vendors similar to the type provided by the
Partnership, and Quorum is unable, after a reasonable time, to eliminate the
unacceptable arrangement.

7. Compensation and Fees.

7.1 Regional Materiels Managers Compensation. Annually,
during the term of this Agreement, the Partnership shall reimburse Quorum for
the services of a maximum of five (5) of Quorum's regional materiels managers
at the rate of One Hundred Thousand Dollars ($100,000.00) per each full time
employee per year, or the equivalent thereof. For the purposes of this
Agreement, a full time employee shall mean an employee working forty (40) hours
per week with three (3) weeks paid vacation per year. Such amounts shall be
paid to Quorum within thirty (30) days after the first year anniversary date of
this Agreement and upon the provision by Quorum to the Partnership of
documentation reasonably satisfactory to Partnership of the identity and time
of service of each such employee. Quorum shall be reimbursed for partial full
time equivalents on a prorated basis, not to exceed a total aggregate
reimbursement for full and part-time equivalents of Five Hundred Thousand
Dollars ($500,000) per year.

7.2 Group Purchasing Fees. During the term of this
Agreement, the Partnership shall be paid directly and indirectly by each vendor
a group purchasing fee in connection with the net dollar purchases of the
Member Facilities for goods and services provided thereto in connection with
Group Purchasing Programs ("Group Purchasing Fees").

7.3 Administrative Fees. During the term of this
Agreement, the Partnership shall direct that vendors pay Quorum a portion of
the Group Purchasing Fees based upon the total purchases of good and services
by Member Facilities under the Partnership's Group Purchasing Programs in the
same manner and to the same extent as such fees are paid to the Partnership's
limited partners ("Administrative Fees").

7.3.1 The Partnership shall guarantee that Quorum
shall receive Administrative Fees calculated in connection with purchases made
by Member Facilities in an amount equal to 0.98% of the Purchasing Volume.
"Purchasing Volume" is the volume of purchases made under any group purchasing
contract of Partnership that pays Group Purchasing Fees. In addition,
notwithstanding any provision in this Agreement, if this Agreement is
terminated before the annual anniversary date of this Agreement, the guarantee
regarding Administrative Fees under Sections 7.3.1 and 7.4.1 shall be of no
force or effect for such year and Quorum and Member Facilities shall only be
entitled to fees consistent with those of a limited partner of Partnership.

7.3.1.1 For the first year of this
Agreement, the guarantee set forth above in Section 7.3.1 is contingent upon
sales by vendors to Member Facilities reaching a minimum Purchasing Volume of
Four Hundred Million Dollars ($400,000,000) during the first year of the
Agreement ("Participant Benchmark").

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7.3.1.2 During the term of this Agreement,
provided Quorum does not become a limited partner of the Partnership and
shareholder of APS, within one hundred and twenty (120) days of the anniversary
date of the first year of this Agreement, and every anniversary date subsequent
thereto, the Parties shall adjust and fix the Participant Benchmark based upon
the prior year's actual sales to Member Facilities.

7.3.2 Where the Participant Benchmark is not
reached, the guarantee set forth in Section 7.3.1 shall not be owed and Quorum
shall receive Administrative Fees on the same basis as such fees are paid to
the Partnership's limited partners.

7.4 Member Facility Rebates. During the term of this
Agreement, each Member Facility shall be eligible for rebates from vendors to
the same extent as such rebates are paid to facilities, directly or indirectly,
owned, managed, operated or leased by the Partnership's limited partners.

7.4.1 The Partnership shall guarantee that Member
Facilities shall receive rebates in connection with purchases made by the
Member Facilities during the first year of this Agreement in the aggregate
minimum amount of Eleven Million One Hundred Fifteen Thousand Five Hundred
Fifteen Dollars ($11,115,515) (the "Rebate Guarantee"). The Rebate Guarantee is
contingent upon the following:

7.4.1.1 Sales by any one or more vendors, as
listed in Addendum II, to Member Facilities reaching a minimum total Purchasing
Volume of Six Hundred Forty-Two Million Seven Hundred Thousand Dollars
($642,700,000) during the first year of this Agreement; and

7.4.1.2 Sales by any one or more vendors, as
listed in Addendum III, to Member Facilities reaching a minimum total of Three
Hundred Thirty-Six Million One Hundred Thousand Dollars ($336,100,000) during
the first year of this Agreement (in this Agreement the minimums set forth in
Sections 7.4.1.1 and 7.4.1.2 are collectively referred to as the "Rebate
Benchmark").

7.4.1.3 During the term of this Agreement,
provided Quorum does not become a limited partner of the Partnership and a
shareholder of APS, within one hundred and twenty (120) days of the first
anniversary date of this Agreement, and every anniversary date subsequent
thereto, the Parties shall adjust and fix the Rebate Benchmark based upon the
prior year's actual sales to Member Facilities.

7.4.2 Where the Rebate Benchmark is not met, the
Member Facilities shall receive rebates on the same basis as those paid to
facilities, directly or indirectly, owned, managed, operated or leased by the
Partnership's limited partners.

8. Shareholder Agreement. It is acknowledged that Quorum desires
to become a shareholder of APS and a limited partner of the Partnership at the
earliest possible date. The

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management of APS agrees to use its best efforts to work with Quorum to this
end. In addition, upon Quorum becoming a limited partner of the Partnership,
Quorum shall be entitled to the fees of a limited partner and shall not receive
participant fees hereunder except for those fees earned prior to Quorum
becoming a limited partner. If Quorum does not obtain shareholder status within
12 months from the date of this Agreement, Quorum shall have the option to
terminate this Agreement upon sixty (60) days' prior written notice.

9. Notices. Any notices or other communications required pursuant
to the provisions of this Agreement shall be in writing and delivered in
person, evidenced by a signed receipt, or mailed by certified mail,
return-receipt- requested, postage prepaid. The date of notice shall be the
date of delivery if the notice is personally delivered or the date of mailing
plus five days if the notice is mailed by certified mail.

To Quorum:

Quorum Health Group, Inc.
155 Franklin Road, Suite 190
Brentwood, TN 37027
Attn: Christy Batts, Esq.
General Counsel

To Partnership:

APS Healthcare Purchasing Partners, L.P.
12730 High Bluff Drive, Suite 300
San Diego, California 92130-2099
Attn: Mr. William J. Nydam
Vice Chairman

10. No Warranty. The Partnership makes no warranties, express or
implied, that any supplies, equipment, goods, or services provided to any
Member Facility pursuant to group purchasing contracts are merchantable, fit
for their intended purpose, free from defects, or in compliance with any
express representation or warranty made with respect to such item by any
vendor, supplier or other person.

11. Indemnification.

11.1 During the term of this Agreement and thereafter, Quorum
agrees to indemnify and hold the Partnership and APS, and their directors,
employees and agents, harmless from any loss, damage or expense including,
without limitation, court costs and reasonable attorneys' fees, arising out of
or related to the performance by Quorum under this Agreement, except to the
extent such loss, damage or expense is attributable to the gross negligence or
willful misconduct by the Partnership or APS, or their directors, employees or
agents. This indemnification extends to any and all claims arising out of any
conduct in the negotiation of

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agreements, purchasing under such agreements and resale of such items and
services by participating institutions.

11.2 During the term of this Agreement and thereafter,
Partnership and APS agrees to indemnify and hold Quorum and its affiliates, and
their respective directors, employees and agents, harmless from any loss,
damage or expense including, without limitation, court costs and reasonable
attorneys' fees, arising out of or related to the performance by Partnership
and APS under this Agreement, except to the extent such loss, damage or expense
is attributable to the gross negligence or willful misconduct by Quorum or its
affiliate, or their directors, employees or agents. This indemnification
extends to any and all claims arising out of any conduct in the negotiation of
agreements, purchasing under such agreements and resale of such items and
services by participating institutions.

12. Interpretation. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California.

13. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other. Either party may, without the
consent of the other, assign this Agreement to any legal entity controlling,
controlled by, or under common control with the assigning party (including for
Partnership , without limitation, American Healthcare Systems Capital
Corporation), and any such assignee shall have the same right. This Agreement
shall be binding upon any successors or assigns of either Party.

14. Medicare Compliance. To the extent that an entity of
appropriate jurisdiction determines the Partnership to be a subcontractor under
Section 1861(v)(1)(I) of the Social Security Act, as amended, the Partnership
shall make available to the Secretary of Health and Human Services or the U.S.
Comptroller General (or their duly- authorized representatives), such books,
documents, and records as are necessary to verify the nature and extent of the
costs of items provided hereunder, as required under Section 1861(v)(1)(I) of
the Social Security Act, as amended. If the Partnership carries out the duties
of this Agreement through a subcontract and the value or cost of such contract
is Ten Thousand Dollars ($10,000) or more during a consecutive 12-month period,
then the Partnership shall include in such subcontract a provision similar to
that required by the previous sentence.

15. Waiver. One or more waivers of any covenant or condition of
this Agreement by either Party hereto shall not be construed as a waiver of a
subsequent breach or of other covenants or conditions. No breach of a covenant
or condition of this Agreement by one Party shall be deemed to have been waived
by the other Party, unless such waiver is in writing.

16. Invalidity. If any term, covenant, condition or provision of
this Agreement is illegal, or the application thereof to any Party to this
Agreement, or in any circumstance, shall to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby
and each remaining term, covenant, condition and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law. In the
event that a provision of this

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Agreement is rendered invalid or unenforceable as provided herein and its
removal has the effect of materially altering (a) the obligations of the
Partnership in such manner as, in the sole judgment of the Partnership, will
cause the Partnership to act in violation of its Partnership Agreement, or (b)
the obligations of the Partnership or Quorum in such manner as, in the sole
judgment of the affected Party, will cause serious financial hardship to such
Party, the Party so affected shall have the right to terminate this Agreement
upon thirty (30) days prior written notice to the other Party.

17. Independent Contractors. The Partnership and Quorum are
independent contractors and this Agreement shall not constitute the formation
of a partnership, joint venture, employment or master/servant relationship. The
Parties shall be responsible for and bear all costs and expenses associated
with each Party's respective businesses and shall not be responsible for any
expense or costs associated with the other's business operation except as
otherwise provided for in this Agreement. Each Party hereto shall indemnify the
other from and against any actions, claims or demands related to employment of
persons by the other Party.

18. Entire Agreement and Amendment. This Agreement, together with
the Addenda attached hereto, constitutes the entire agreement between the
Parties and supersedes any and all prior negotiations and oral or written
agreements made relating to the subject matter hereof and, except for written
agreements, if any, executed and delivered simultaneously with or subsequent to
the date of this Agreement, constitutes the entire agreement of the Parties
relating to the subject matter hereof. This Agreement may be amended only by a
written agreement executed by the Parties.

19. Section Headings. The headings of sections and paragraphs in
this Agreement are for reference only and shall not affect the meaning of this
Agreement.

20. Independent Review. Each of the Parties hereto has had access
to and reviewed such information and has consulted with all legal counsel, tax
counsel, accountants and other experts and advisors deemed necessary by such
Party in connection with the transactions contemplated herein. No provision of
this Agreement shall be construed against a Party because such provision was
drafted by such Party or counsel to such Party.

21. Confidentiality. The Parties will hold, and will cause their
respective affiliates, Member Facilities, officers, directors, employees,
agents, consultants and other representatives to hold, in strict confidence,
unless compelled to disclose by judicial or administrative process or by other
requirements of law, all non-public information (the "Confidential
Information") concerning the other Party or any of its affiliates furnished to
it by the other Party or such other Party's affiliates, Member Facilities,
officers, directors, employees, agents, consultants or representatives in
connection with this Agreement or the transactions contemplated hereby, except
to the extent that such documents or information can be shown to have been (a)
previously known by the Party receiving such documents or information, (b) in
the public domain through no fault of such receiving Party, or (c) later
acquired by the receiving Party from other sources. Upon the termination of
this Agreement, Quorum will promptly return or destroy, confidential documents
furnished by the Partnership in connection with this Agreement, and will hold
in strict confidence

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and not use for any purpose whatsoever any of the Confidential Information
contained in or derived from such documents.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

PARTNERSHIP:

APS HEALTHCARE PURCHASING PARTNERS, L.P.

By: APS HEALTHCARE PLANS, INC.
Its: General Partner

By:
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Its:
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QUORUM:

QUORUM HEALTH GROUP, INC.

By
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Its:
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