<PAGE>
                                                                EXHIBIT 2.2



                            ASSETS PURCHASE AGREEMENT

         This Assets Purchase Agreement ("Agreement") is made as of the 20th day
of July 2004, by and between Heritage Home Healthcare, a New Mexico corporation
("Heritage"), as purchaser, and Lovelace Sandia Health System, Inc., a New
Mexico corporation ("Lovelace"), as Seller.

                                    RECITALS:

         A. Lovelace owns and operates a home healthcare business in the state
of New Mexico;

         B. Lovelace desires to sell to Heritage, and Heritage desires to
purchase from Lovelace, certain assets of Lovelace's home healthcare business
upon the terms and subject to the conditions of this Agreement.

         NOW, THEREFORE, in consideration of the premises, and the mutual
covenants contained herein, the parties agree as follows:

         1. PURCHASE AND SALE OF ASSETS.

         1.1 Purchased Accounts. Lovelace shall sell, assign and transfer to
Heritage, and Heritage shall purchase and accept from Lovelace, Lovelace's
right, title and interest in and to all assets used or useful in the operation
of Lovelace's home healthcare business, including, but not limited to the
following ("Assets"):

                  (a) Furniture and Equipment. The furniture, furnishings,
fixtures, equipment, computers, computer programs, software, and other personal
property identified in attached Schedule 1(a);

                  (b) Books and Records. Originals or copies (as appropriate)
of all of Lovelace's records relating to or otherwise used or useful in
connection with Lovelace's home healthcare business, including, but not limited
to, patient lists, files, charts and account records, business manuals,
procedures, and forms ("Records");

                  (c) Telephone Number. Lovelace's telephone number (505)
872-6500.

                  (d) Non-Competition Agreements. All Lovelace's rights to
enforce any agreement restricting the conduct of any individual currently or
formerly employed by Lovelace in its home healthcare business (whether as
employee or independent contractor).

                  (e) Goodwill. All goodwill associated with Lovelace's home
health business and its Assets.

<PAGE>


         1.2 Excluded Assets. Notwithstanding anything herein to the contrary,
Lovelace shall not sell to Heritage and Heritage shall not acquire from
Lovelace, (a) Lovelace's cash, deposits, or similar accounts, (b) Lovelace's
accounts receivable and (c) any real property used in the home healthcare
business.

         2. Excluded Liabilities.

         Heritage is purchasing the Assets only, and Heritage is not and shall
not be deemed to assume any liabilities relating to the Assets or Lovelace.
Lovelace shall be and remain liable and responsible from and after the Closing
for all liabilities of any kind, character or description, whether known or
unknown, absolute or contingent, arising out of or in any manner relating or
pertaining to the existence, ownership, operation, or activity of Lovelace's
home healthcare business, or the Assets, at any time prior to the Closing.

         3. Purchase Price.

         3.1 Purchase Price. Subject to the terms and conditions hereof and as
consideration for the sale and purchase of the Assets as herein contemplated,
Heritage shall pay a total purchase price of $200,000 minus the Transition Fees
(as defined in Section 9.3 hereof), (the "Purchase Price"). The Purchase Price
shall be calculated as of Closing based upon the estimated Transition Fees (as
determined in accordance with Section 3.2). The Purchase Price shall be adjusted
after the Closing to reflect the actual Transition Fees. The Purchase Price
shall be due and payable at Closing in immediately available funds.

         3.2 Estimates and Audits. At least ten (10) business days prior to
Closing, Heritage shall deliver to Lovelace a reasonable estimate of Transition
Fees containing reasonable detail and supporting documents showing the basis for
such estimate. The estimated Transition Fees shall be used for purposes of
calculating the Purchase Price as of the Closing. Within forty-five (45) days
after the Closing, Heritage shall deliver to Lovelace its determination of the
Transition Fees. Should Lovelace disagree with Heritage's determination of
Transition Fees, it shall notify Heritage within thirty (30) days after
Heritage's delivery of its determination of Transition Fees. If Lovelace and
Heritage fail to agree within fifteen (15) days after Lovelace's delivery of
notice of disagreement on the amount of Transition Fees, such disagreement shall
be resolved in accordance with the procedure set forth in Section 3.3 which
shall be the sole and exclusive remedy for resolving accounting disputes
relative to the determination of Transition Fees. The Purchase Price shall be
increased or decreased based on actual Transition Fees, and, within five (5)
business days after determination thereof, any increase shall be paid in cash by
Heritage to Lovelace, and any decrease shall be paid in cash to Heritage by
Lovelace.

         3.3 Dispute of Adjustments. In the event that Lovelace and Heritage are
not able to agree on the actual Transition Fees within fifteen (15) days after
Lovelace's delivery of notice of disagreement, Lovelace and Heritage shall each
have the right to require that such disputed determination be submitted to KPMG,
LLP, or if KPMG, LLP


<PAGE>


is not available for any reason or does not maintain its independent status,
such other independent certified public accounting firm as Lovelace and Heritage
may then mutually agree upon in writing (the "Accounting Firm") for computation
or verification in accordance with the provisions of this Agreement. The
Accounting Firm shall review the matters in dispute and, acting as arbitrators,
shall promptly decide the proper amounts of such disputed entries (which
decision shall also include a final calculation of Transition Fees). The
submission of the disputed matter to the Accounting Firm shall be the exclusive
remedy for resolving accounting disputes relative to the determination of
Transition Fees. The Accounting Firm's determination shall be binding upon
Lovelace and Heritage. The Accounting Firm's fees and expenses shall be borne
equally by Lovelace and Heritage.

         3.4 Allocation of Purchase Price. The Purchase Price shall be allocated
among the various classes of Assets in accordance with and as provided by
Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code").
Within ninety (90) days of the Closing, Heritage shall provide Lovelace with a
preliminary allocation of the Purchase Price for Lovelace's review and approval.
If Heritage and Lovelace cannot agree, initially, on an allocation, then the
matter shall be submitted to such independent accounting firm as Lovelace and
Heritage may then mutually agree upon in writing for final resolution of all
allocation matters. The parties agree that any tax returns or other tax
information they may file or cause to be filed with any governmental agency
shall be prepared and filed consistently with such agreed upon allocation.

         4. LOVELACE'S COVENANTS, REPRESENTATIONS AND WARRANTIES. Lovelace
hereby covenants, represents and warrants to Heritage as follows:

         4.1 Organization and Due Authorization. Lovelace is a corporation duly
organized, validly existing and in good standing under the laws of the state of
New Mexico and has the requisite corporate power to carry on its business as it
is now being conducted. Lovelace has full corporate power and authority to enter
into and perform this Agreement and all other agreements and transactions
contemplated hereby. The execution, delivery and performance by Lovelace of this
Agreement has been duly authorized and approved by all requisite corporate
action on the part of Lovelace.

         4.2 No Violation. Neither Lovelace's execution and delivery, nor the
performance by Lovelace of, Lovelace's obligations contained in this Agreement,
(a) constitutes a breach or default or gives rise to a right of acceleration
under any mortgage, contract, or other agreement to which Lovelace is a party or
by which Lovelace is affected or bound, or (b) results in the creation or
imposition of any lien of any nature whatsoever upon any of the Assets or gives
to others any interest or rights therein.

         4.3 Legal Proceedings. There is no legal, administrative, arbitration
or other proceeding, pending or, to the knowledge of Lovelace, threatened
against Lovelace which, if resolved against Lovelace, would have a material
adverse effect on Lovelace, or a material adverse affect on any of the Assets,
and Lovelace has no knowledge of any


<PAGE>

possible similar claim. No federal or state law prohibits the sale of the assets
by Lovelace to Heritage.

         4.4 Ownership of Assets. Lovelace owns, or at Closing will own, good
and marketable title to all of the Assets including, without limitation, the
Records, free of any liens, mortgages, privileges, security interests,
encumbrances or charges of any kind or character whatsoever.

         4.5 Employee Benefit Plans. There is no employee pension benefit plan
or employee welfare benefit plan or retirement plan of any kind or nature that
relates to or is binding on the Assets. Lovelace has no employment contract with
any of Lovelace's home healthcare employees that is not terminable at will.

         4.6 Successor in Business. Lovelace shall request and shall provide
Heritage with a certificate evidencing that no taxes are due from Lovelace to
the State of New Mexico under the successor in business provisions of NMSA
ss. 7-1-61, et seq. ("Tax Certificate").

         4.7 Taxes and Governmental Returns. All tax returns (including
specifically those relating to employment taxes), information returns and
governmental reports of every nature required by any governmental authority or
governmental requirement to be filed by Lovelace, or which include or should
include Lovelace, or the Assets, including, but not limited to, those relating
to taxes of any nature to which Lovelace is subject, have been filed for all
periods for which they are due. All taxes due and payable by Lovelace to any
governmental authority have been paid.

         4.8 Records. To the knowledge of Lovelace, the Records have been kept
or prepared properly and contain records of all matters required to be included
therein by any governmental requirement and by accepted professional standards.

         5. HERITAGE'S COVENANTS, REPRESENTATIONS AND WARRANTIES. Heritage
covenants, represents and warrants to Lovelace as follows:

         5.1 Organization and Due Authorization. Heritage is a corporation duly
organized, validly existing and in good standing under the laws of the state of
New Mexico and has the requisite corporate power to carry on its business as it
is now being conducted. Heritage is duly qualified to transact business and in
good standing in the State of New Mexico. Heritage has full corporate power and
authority to enter into and perform this Agreement and all other agreements and
transactions contemplated hereby. The execution, delivery and performance by
Heritage of this Agreement has been duly authorized and approved by all
requisite corporate action on the part of Heritage.

         5.2 No Violation. Neither the execution nor delivery by Heritage of
this Agreement nor the performance by Heritage of its obligations under this
Agreement will violate any applicable local, state or federal law or regulation
which would have a material adverse effect on the transactions contemplated
hereby.


<PAGE>

         5.3 Legal Proceedings. Except as set forth in Schedule 5.3, there is no
legal, administrative, arbitration or other proceeding pending or to Heritage's
knowledge threatened against Heritage which, if resolved against Heritage, would
have a material adverse effect on Heritage and Heritage has no knowledge of any
possible similar claim.

         6. CONDITIONS TO LOVELACE'S OBLIGATIONS. Lovelace's obligations under
this Agreement shall be subject to the satisfaction, prior to or at closing, of
the following conditions:

         6.1 Representations and Warranties True. Heritage's representations and
warranties shall be true and accurate in all material respects as of the date
made and at and as of the Closing Date.

         6.2 Performance of Covenants; No Litigation. Heritage shall have
performed and complied in all material respects with each and every covenant and
condition required by this Agreement to be performed or complied with by it
prior to or on the Closing Date. No order of any court or administrative agency
shall be in effect or threatened which restrains or prohibits the transactions
contemplated hereby.

         6.3 Waiver. Lovelace may, in its sole and absolute discretion, waive in
writing, any condition precedent to the Closing set forth in this section 6.

         7. CONDITIONS TO HERITAGE'S OBLIGATIONS. Heritage obligations under
this Agreement shall be subject to the satisfaction, at or before the Closing,
of the following conditions:

         7.1 Representations and Warranties True. Lovelace's representations and
warranties shall be true and accurate in all material respects as of the date
made and at and as of the Closing Date.

         7.2 Performance of Covenants; No Litigation. Lovelace shall have
performed and complied in all material respects with each and every covenant,
agreement and condition required to be performed or complied with by it prior to
or on the Closing Date. No order of any court or administrative agency shall be
in effect or threatened which restrains or prohibits the transactions
contemplated hereby.

         7.3 Tax Certificate; Approvals and Consents. Lovelace shall have
obtained and delivered to Heritage the Tax Certificate and all consents, waivers
and approvals, for the transfer of the Assets (other than patient Medicare
Admission Forms, which shall be processed during the Transition Period pursuant
to section 9.2 below).

         7.4 Waiver. Heritage may, in its sole and absolute discretion, waive,
in writing, any condition precedent to the Closing set forth in this section 7.


<PAGE>

         8. CLOSING DATE.

         8.1 Time and Place of Closing. The closing of the purchase and sale of
the Assets shall be held at 8212 Louisiana Boulevard, N.E. Albuquerque, New
Mexico, or such other place as the parties may agree, on July 31, 2004 ("Closing
Date").

         8.2 Lovelace to Heritage. At Closing, Lovelace shall deliver to
Heritage, in form and substance reasonably acceptable to Heritage, the
following:

         (a) Bill of Sale. A bill of sale or assignment covering the Assets;

         (b) Tax Certificate. The Tax Certificate;

         (c) Records. The Records;

         (d) Gentiva's Consent. The consent to transfer authorizations for
visits required pursuant to section 9.2(b).

         (e) Other Instruments. Such other instruments and documents as are
required or contemplated by this Agreement.

         8.3 Heritage to Lovelace. At Closing, Heritage shall deliver to
Lovelace in any form and substance reasonably acceptable to Lovelace, the
following:

         (a) immediately available funds in the amount of the Purchase Price in
accordance with Section 3 hereof; and

         (b) such instruments and documents as are required or contemplated by
this Agreement.

          8.4 Termination. Notwithstanding anything contained in this Agreement
to the contrary, this Agreement may be terminated at any time prior to the
Closing as follows:

         (a) By mutual written consent of Lovelace and Heritage; or

         (b) By either Heritage or Lovelace if the conditions to such party's
obligations hereunder have not been fully satisfied (or waived) on or before the
Closing Date.

         If this Agreement is terminated pursuant to the provisions of this
section 8.4, no party shall have any liability of any nature whatsoever to the
other under this Agreement, including liability for damages, unless that party
is in default under its obligations under this Agreement, in which event the
party in default shall be liable to the other party for such default.


<PAGE>

         9. TRANSITION.

         9.1 Commencement of Employment. Effective the day after the Closing
Date, those Lovelace home health care employees to be hired by Heritage shall
commence employment with Heritage. Lovelace shall be responsible for payment of
all wages, compensation and other employee benefits for such employees prior to
Closing. Heritage shall be responsible for payment of all wages, compensation
and other employee benefits for such employees after Closing. Notwithstanding
the foregoing, in no event shall this section 9.1 be construed as an offer or
guarantee of employment by Heritage to any Lovelace home healthcare employee.

         9.2 Transition. Beginning on the Closing Date and continuing until
August 30, 2004 ("Transition Period"), Lovelace and Heritage shall transition
Lovelace's home healthcare patients to Heritage in the manner provided in this
section 9.2. Lovelace shall cooperate with Heritage to transition patients from
Lovelace to Heritage.

         (a) Medicare Patients. For Medicare patients, as soon as reasonably
practicable after Closing, each Heritage caregiver responsible for a particular
home healthcare patient shall visit the patient for and on behalf of Lovelace
and complete an Oasis patient discharge form to discharge the patient from
Lovelace's home healthcare system. The day after discharge, the Heritage
caregiver shall again visit the patient to complete applicable Oasis admission
forms to admit the patient to Heritage's home healthcare service ("Medicare
Admission Date"). Heritage shall commence providing home healthcare services to
the patient as necessary or appropriate on and after the Medicare Admission
Date.

         (b) Other Patients. For all other home healthcare patients ("Other
Patients"), Lovelace and Heritage shall jointly determine the date on which
Heritage shall commence providing home healthcare services to a particular
patient ("Transition Date"). Lovelace shall obtain (and deliver to Heritage
prior to closing) from Gentiva Health Services ("Gentiva") its written consent
to transfer uncompleted authorizations for visits from Lovelace to Heritage.
Gentiva's consent shall specifically authorize Heritage to bill and collect fees
at Heritage's Gentiva contract rate. Heritage will begin providing home
healthcare service to such Other Patients on the Transition Date. If an Other
Patient is not transitioned to Heritage's home healthcare service, Lovelace
shall continue to provide home healthcare service to the patient, provided that
such patient is transitioned to another qualified home healthcare provider prior
to the expiration of the Transition Period. If Lovelace is unable to provide
home healthcare service to an Other Patient pending transition, Lovelace shall
subcontract with Heritage to provide such service to such Other Patients at the
fee set forth in section 9.3 below. If Heritage is unable to provide home
healthcare service to the Other Patient pending transition, Lovelace may
subcontract with another home healthcare provider.

         9.3 Subcontract for Patients/Fee.

         (a) Heritage Subcontract. Lovelace shall subcontract with Heritage to
provide home healthcare services to Lovelace's patients during the Transition
Period through the patient's Medicare Admission Date or Transition Date. For its
services, Lovelace shall


<PAGE>

pay Heritage a fee in an amount equal to $80, plus applicable gross receipts
tax, for each visit by a caregiver to a home healthcare patient ("Heritage
Transition Fees"). Heritage's Transition Fees shall be paid through a reduction
of the Purchase Price in the manner provided in section 3. Lovelace shall be
solely responsible for billing and collecting fees for services to Lovelace home
healthcare patients up to (but not including) the patient's Medicare Admission
Date or Transition Date. Lovelace shall not bill or collect fees for home
healthcare services provided to a Lovelace patient after the patient's Medicare
Admission Date or Transition Date, or after the expiration of the Transition
Period.

         (b) Lovelace Subcontract. Heritage shall subcontract with Lovelace to
provide speech therapy home healthcare services to Heritage's patients during
the Transition Period. For its services, Heritage shall pay Lovelace a fee in an
amount equal to $80, plus applicable gross receipts tax, for each visit by a
caregiver to a home healthcare patient ("Lovelace Transition Fees"). Lovelace's
Transition Fees shall be paid through an increase in the Purchase Price in the
manner provided in section 3. Heritage shall be solely responsible for billing
and collecting fees for services to Heritage's home healthcare patients.

         9.4 Cancellation of Provider Numbers. Lovelace shall cancel its
Medicare and Medicaid home healthcare provider numbers after all patients have
been transitioned to Heritage.

         9.5 Nurse Liaison. Lovelace will provide Heritage's nurse liaisons with
substantially the same access to Lovelace healthcare facilities and personnel as
is currently provided to the Lovelace nurse liaison.

         10.  NONSOLICITATION/NONCOMPETITION

         10.1 Non Solicitation. For the period commencing on the Closing Date
and ending three (3) years thereafter, neither Lovelace (nor any affiliate of
Lovelace), shall, directly or indirectly, (i) induce or attempt to induce any
Heritage employee to leave Heritage, or (ii) hire any employee of Heritage until
six (6) months after termination of the employee's employment with Heritage.
Notwithstanding the foregoing, the prohibition against hiring an employee of
Heritage set forth in section 10.1(ii) shall not apply if Heritage consents to
the hiring of such employee; provided that Heritage may withhold its consent for
any reason whatsoever.

         10.2 Non Competition. For the period commencing on the Closing Date and
ending three (3) years thereafter, neither Lovelace (nor any affiliate of
Lovelace), without Heritage's prior written consent (which may be withheld with
or without reason), shall engage, directly or indirectly, whether alone or
together, with or on behalf of or through any other person, whether as a,
partner, member, investor, stockholder, or any type of principal whatsoever, or
as agent, advisor, lender, or otherwise, in any phase of the home healthcare
business in the State of New Mexico. Notwithstanding the foregoing, if Lovelace
or any affiliate purchases a health system or facility that includes an existing
home healthcare business (other than a health system or facility primarily
engaged in the



<PAGE>

home healthcare business), Lovelace shall not be in breach of this covenant and
will not be subject to the liquidated damages set forth herein.

         If Lovelace breaches a covenant contained in this section 10.2,
Heritage shall be entitled to recover from Lovelace, on demand, as liquidated
damages and not as a penalty, an amount equal to 100% of the fees for home
health care services billed by Lovelace (or the affiliate) for the period during
which such services were provided in violation of this section 10.2. Lovelace
acknowledges and agrees that if Lovelace (or an affiliate) breaches this section
10.2, Heritage will suffer unique damages and that the liquidated damages
provided by this section represent a reasonable and fair measure of the actual
damages that Heritage is likely to suffer by reason of any such breach.

         10.3 Modification of Covenants. If any covenant of Lovelace contained
in this section 10 is held by any Court or other constituted legal authority to
be void or otherwise unenforceable as to duration, area or jurisdiction, this
section shall be considered amended and modified so as to reduce the duration or
eliminate the area or jurisdiction to the extent required for such covenant to
be upheld by any such court or legal authority.

         10.4 Affiliate. For purposes of this section 10, the term "affiliate"
means any corporation, limited liability company, partnership or other legal
entity that, directly or indirectly, controls, is controlled by or is under
common control with Lovelace.

         10.5 Right of First Refusal. If Lovelace or any affiliate acquires a
healthcare system or facility that includes a home healthcare business during
the non-competition time frame and area and decides to sell such home healthcare
business or receives or obtains an offer from a third-party (the "Offeror") to
acquire in any manner the home healthcare business, Lovelace or the applicable
affiliate shall promptly notify Heritage in writing of the offer received,
including the name of the Offeror, the proposed purchase price and the other
terms and conditions of the offer. Heritage shall have the right (the "Right of
First Refusal") for a period of sixty (60) days from the day it receives notice
of such offer to purchase such home healthcare business subject to the offer on
the same terms and conditions contained in the offer. Heritage may exercise such
Right of First Refusal by notifying Lovelace or the applicable affiliate prior
to the end of the sixty (60) day period of its intent to exercise such right. If
Heritage fails to exercise the Right of First Refusal or indicates in writing
that it will not exercise the Right of First Refusal within the period provided,
or if Heritage exercises the Right of First Refusal but fails to effect the
purchase within the prescribed period, Lovelace or the applicable affiliate may,
convey or dispose of the home healthcare business that was the subject of the
offer, but only at the price, terms and conditions, and to the Offeror. If the
terms and conditions are more favorable to the proposed purchaser or are in any
material manner different from, those offered to Heritage, Heritage shall again
have the right to purchase the home healthcare business which is subject to the
more favorable or different purchase terms in accordance with this Section 10.5.

<PAGE>

         11. MISCELLANEOUS PROVISIONS.

         11.1 Indemnification. Lovelace shall indemnify and hold harmless
Heritage (and its directors, officers, employees, attorneys and other agents)
from and against any and all claims, demands, liabilities, damages, losses and
expenses (including reasonable attorney's fees and costs) arising from, related
to, or in connection with (a) any breach by Lovelace of any covenant, warranty
or representation contained in this Agreement, (b) the ownership or operation of
Lovelace's home healthcare business or any of the Assets prior to Closing, (c)
home health care service provided to a particular Lovelace patient prior to the
Medicare Admission Date, and (d) any failure to comply with the provisions of
the Worker Adjustment and Notification Act as a result of the sale of Lovelace's
home healthcare business. Heritage shall indemnify and hold harmless Lovelace
(and its directors, officers, employees, attorneys and other agents) from and
against any and all claims, demands, liabilities, damages, losses and expenses
(including reasonable attorney's fees and costs) arising from, related to, or in
connection with (a) and breach by Heritage of any covenant, warranty or
representation contained in this Agreement, or (b) the ownership or operation of
Heritage's home healthcare business or any of the Assets after Closing (except
with respect to home healthcare services provided prior to the patient's
Medicare Admission Date or Transition Date), and (c) home healthcare service
provided to a particular Lovelace patient after the Medicare Admission Date.
Neither Lovelace nor Heritage shall have any liability under this section unless
and until the aggregate amount of a party's losses exceeds $10,000, at which
time the applicable party will be responsible for losses in excess of such
amount. The maximum liability of Lovelace and Heritage under this Section shall
be an amount equal to the Purchase Price and neither Lovelace nor Heritage shall
have any liability in respect of liability in excess of the Purchase Price. The
indemnification obligations set forth in this section 11.1 shall survive
Closing.

         11.2 Survival of Representations and Warranties; Further Assurance. The
representations and warranties of Lovelace and Heritage shall survive Closing
for a period of two (2) years after the Closing Date and any claim by Heritage
against Lovelace or Lovelace against Heritage in respect of such representations
and warranties must be brought, if at all, during such two year period. Lovelace
agrees that after the Closing Date it will, from time to time, upon the
reasonable request of Heritage, execute, acknowledge and deliver in proper form
any instrument of conveyance or further assurance reasonably necessary or
desirable to transfer the Assets to Heritage in accordance with the terms of
this Agreement.

         11.3 EXCLUSIVE. OTHER THAN CLAIMS FOR FRAUD, ANY CLAIM ARISING UNDER
THIS AGREEMENT OR IN CONNECTION WITH OR AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY LOSS OR INJURY ALLEGED TO BE SUFFERED BY
ANY PARTY AS A RESULT OF THE ACTIONS OR FAILURE TO ACT BY ANY OTHER PARTY SHALL
BE GOVERNED SOLELY AND EXCLUSIVELY BY THE PROVISIONS OF THIS ARTICLE 11. IF
SELLER AND BUYER CANNOT RESOLVE SUCH CLAIM BY MUTUAL AGREEMENT, SUCH CLAIM SHALL
BE DETERMINED BY ADJUDICATION BY A COURT OR SIMILAR TRIBUNAL SUBJECT TO THE
PROVISIONS OF THIS ARTICLE 11.


<PAGE>

OTHER THAN CLAIMS FOR FRAUD, THE REMEDIES PROVIDED IN THIS ARTICLE 11 ARE THE
SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES TO THIS AGREEMENT.

         11.4 Non-Waiver. The failure by either party at any time to require
performance of any provision hereof shall not affect its right later to require
such performance. No waiver in any one or more instances shall (except as stated
therein) be deemed to be a further or continuing waiver of any such condition or
breach in other instances or a wavier of any condition or breach of any other
term, covenant, representation or warranty.

         11.5 Expenses. Except as otherwise provided in this Agreement, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses.

         11.6 Notices. All notices, requests, demands or other communications
required or permitted by this Agreement shall be in writing and effective when
received, and delivery shall be made personally or by certified mail, return
receipt requested, postage prepaid, or overnight courier or confirmed facsimile
transmission, addressed as follows:

<TABLE>
<CAPTION>

         If to Heritage:                       If to Seller:
         --------------                        -------------
         <S>                                  <C>
         Len Trainor, President                Lovelace Sandia Health System, Inc.
         Heritage Home Healthcare, Inc.        One Burton Hills Blvd., Suite 250
         8212 Louisiana Blvd., NE              Nashville, Tennessee  37215
         Albuquerque, New Mexico 87122         Attn:  General Counsel

</TABLE>

or to such other addresses as may be specified pursuant to notice given by
either party in accordance with the provision of this Section 11.6.

         11.7 Counterparts; Headings. This Agreement may be executed
simultaneously in two or more counterparts, each of each shall be deemed an
original, but all of which together shall constitute one and the same
instrument. The headings of the sections of this Agreement are inserted for
convenience only and shall not constitute a part hereof.

         11.8 Review of Agreement. Lovelace and Heritage represents and warrants
that they have read and understand the terms of this Agreement and neither party
is relying on the other party's , directors, officers, employees, shareholders,
attorneys, accountants or other agents, for any advice with respect to or in
connection with its rights and obligations under or in connection with this
Agreement or the sale of the Assets to Heritage pursuant to this Agreement.

         11.9 Attorneys Fees. If it becomes necessary for either party to
initiate or commence any action, suit or legal proceeding to enforce the terms
of this Agreement, the prevailing party shall be entitled to receive its or his
costs of such proceedings, including reasonable attorney's fees.


<PAGE>

         11.10 Other. This Agreement may not be assigned in whole or in part by
either party without the prior written consent of the other party, which consent
shall not be unreasonably withheld. This Agreement and the legal relations
between the parties hereto shall be governed by and construed in accordance with
the laws of the State of New Mexico. This Agreement contains the entire
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, representations, warranties,
covenants or undertakings, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to the subject matter addressed herein. This
Agreement may be amended, modified or supplemented only by mutual written
consent of the parties hereto.

         The parties hereto have caused this Agreement to be executed in
multiple original counterparts as of the date first above written.


Seller:                                       Purchaser:


Lovelace Sandia Health System, Inc.           Heritage Home Healthcare, Inc.



By: /s/ Stephen C. Petrovich                  By: /s/ Len Trainor
   --------------------------------------         ------------------------------
   Stephen C. Petrovich, General Counsel          Len Trainor, President and CEO
   Senior Vice President and Secretary