Exhibit 10.105


                            STOCK PURCHASE AGREEMENT

     This Stock Purchase  Agreement (the  "Agreement") is made as of January 27,
2003 by and among Healthcare Investors of America,  Inc., a Maryland corporation
(the "Corporation"),  and Aries Capital Partners, LLC ("Purchaser"),  an Arizona
limited liability company.

     The Corporation and the Purchaser hereby agree as follows:


                                   SECTION 1.

                  AUTHORIZATION, PURCHASE AND SALE OF THE STOCK

     1.1 AUTHORIZATION OF THE STOCK. The Corporation has authorized the issuance
and sale to the  Purchaser of Eight  Hundred  Thousand  (800,000)  shares of the
Corporation's common stock (the "Stock").

     1.2 SALE AND  PURCHASE OF THE STOCK.  At the  Closing (as defined  herein),
subject  to  the  terms  and   conditions   hereof  and  in  reliance  upon  the
representations,  warranties and  agreements  contained  herein,  each Purchaser
agrees, to purchase at the Closing and the Corporation  agrees to sell and issue
to Purchaser at the Closing, the Stock.


                                   SECTION 2.

                          CLOSING, PAYMENT AND DELIVERY

     2.1 CLOSING  DATE AND PLACE OF CLOSING.  The purchase and sale of the stock
shall take place at the  offices of the  Corporation,  2940 N. Swan Road,  Suite
212,  Tucson,  AZ 85712,  at 10:00 a.m., on the Closing Date. The parties intend
that the Closing  Date will occur on the third  business day  subsequent  to the
receipt  of  shareholder  approval  of the  proposals  set  forth  in the  Proxy
Statement  establishing  a Special  Meeting of the  Shareholders  approving  the
issuance of the Stock.

     2.2 PAYMENT AND DELIVERY.  At the Closing,  the Corporation will deliver to
Purchaser's  counsel a  certificate  representing  the Stock that  Purchaser  is
purchasing  against  payment of the  purchase  price  therefor  by check or wire
transfer of  same-day  funds to the  Corporation.  The amount of payment for the
Stock shall be One Dollar plus other consideration as listed in Section 2.4.

     2.3 COVENANT OF BEST EFFORTS AND GOOD FAITH.  The Corporation and Purchaser
agree to use their  respective best efforts and to act in good faith to cause to
occur all conditions to Closing which are in their respective control.

     2.4  INDEMNIFICATION.  From and  after  the  Closing  Date,  as  additional
consideration  for the issuance and delivery of Stock  hereunder,  Purchaser and
Greg Harrington, jointly and severally, agree to indemnify and hold harmless (i)
all stockholders of record as of the Closing, and (ii) directors and officers of
the  Corporation  as of  December 1, 2002 to include F. Dale  Markham,  Grady P.

<PAGE>

Hunter,  Charles  Trefzger,  Harbor  American  Capital  Group as  Advisor to the
Corporation and its general partner Heritage  Advisory  Corporation and James R.
Sellers,  for all costs,  liabilities,  claims or damages (including  reasonable
attorneys fees and expenses  incurred) arising from the litigation  entitled PNC
BANK V.  HEALTHCARE  INVESTORS OF AMERICA,  INC., ET AL, in the 11th Circuit for
Miami-Dade  County Florida,  Case No. 0206571 CA 04 or from a case entitled JOHN
W. MADAGAN,  SR., D/B/A SUNDANCE REALTY ADVISORS VS. LENOX HEALTHCARE,  INC. AND
HEALTHCARE  INVESTORS  OF AMERICA,  INC. in the  Commonwealth  of  Massachusetts
District Court Department, Pittsfield Division, Civil Action No. 9827-CV-0199.


                                   SECTION 3.

                REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

     The Corporation hereby represents and warrants to Purchaser that:

     3.1 INCORPORATION. The Corporation is a corporation duly organized, validly
existing  and in good  standing  under the laws of the State of Maryland  and is
qualified  to do business in each  jurisdiction  in which the  character  of its
properties  or the nature of its business  requires such  qualification,  except
where the failure to so qualify  would not have a material  adverse  effect upon
the Corporation's financial condition, business, assets or results of operations
(hereafter,  a "Material  Adverse  Effect").  The  Corporation has all requisite
corporate power and authority to carry on its business as now conducted.

     3.2  CAPITALIZATION.  The  authorized  capital  stock  of  the  Corporation
consists of  10,000,000  shares of common stock,  par value $.01 per share.  The
number of shares of common stock outstanding as of the date hereof and as of the
Closing  Date will be 397,600  shares.  There are no shares of  preferred  stock
issued and outstanding. The terms, preferences and privileges of the outstanding
shares  of  capital  stock  are  set  forth  in the  Corporation's  Articles  of
Incorporation,  as amended  (the "  Articles").  There are no existing  options,
warrants, calls, preemptive (or similar) rights,  subscriptions or other rights,
agreements,   arrangements  or  commitments  of  any  character  obligating  the
Corporation  to issue,  transfer or sell, or cause to be issued,  transferred or
sold,  any  shares  of the  capital  stock of the  Corporation  or other  equity
interests in the Corporation or any securities  convertible into or exchangeable
for such  shares  of  capital  stock or other  equity  interests  (collectively,
"Securities"),  and  there are no  outstanding  contractual  obligations  of the
Corporation to repurchase, redeem or otherwise acquire any shares of its capital
stock or other equity interests. No holder of any capital stock or Securities of
the Corporation has any outstanding registration rights.

     3.3 AUTHORIZATION. All corporate action on the part of the Corporation, its
officers, and directors necessary for the authorization, execution, delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  herein  has  been  taken.  When  executed  and  delivered  by  the
Corporation,  this  Agreement  shall  constitute  the legal,  valid and  binding
obligation of the Corporation, enforceable against the Corporation in accordance
with its terms, except (i) as limited by bankruptcy, insolvency, reorganization,
moratorium  and other  laws of  general  application  affecting  enforcement  of
creditors'  rights   generally;   (ii)  as  limited  by  laws  relating  to  the
availability  of  specific  performance,  injunctive  relief or other  equitable
remedies;  and (iii) to the extent the indemnification  provisions  contained in


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<PAGE>

this Agreement may be limited by applicable  federal or state  securities  laws.
The Corporation  has all requisite  corporate power to enter into this Agreement
and to carry out and perform its obligations  under the terms of this Agreement.
Notwithstanding  anything to the contrary herein, all parties hereto acknowledge
that the  consummation  of this  transaction is conditioned  upon the receipt of
shareholder approval from a majority of the shareholders of the Corporation.

     3.4 VALID ISSUANCE OF THE STOCK. The Stock being purchased by the Purchaser
hereunder will, upon issuance  pursuant to the terms hereof,  be duly authorized
and  validly  issued,  fully  paid,  nonassessable  and  free  of any  liens  or
encumbrances  created by the Corporation and will,  assuming the accuracy of the
representations  and warranties made by the Purchaser to the Corporation,  be in
compliance with applicable state and federal securities laws.

     3.5 SEC DOCUMENTS.  The  Corporation  has furnished to Purchaser a true and
complete  copy of the  Corporation's  Annual  Report on Form 10-KSB for the year
ended December 31, 2001and the Company's Quarterly Report on Form 10-QSB for the
nine month period ended on September 30, 2002, and any other statement,  report,
registration  statement  (other  than  registration  statements  on Form S-8) or
definitive  proxy  statement  filed by the  Corporation  with the Securities and
Exchange  Commission (the "SEC") during the period commencing  December 31, 2001
and ending on the date hereof.  The Corporation  will,  promptly upon the filing
thereof, also furnish to Purchaser all statements,  reports, (including, without
limitation,  Annual  Reports  on Form 10-K,  Quarterly  Reports on Form 10-Q and
Current  Reports on Form 8-K),  registration  statements  and  definitive  proxy
statements filed by the Corporation with the SEC during the period commencing on
the date hereof and ending on the Closing Date (all such  materials  required to
be furnished to each Purchaser pursuant to this sentence or pursuant to the next
preceding  sentence of this  Section 3.5 being  called,  collectively,  the "SEC
Documents").  As of their respective filing dates, the SEC Documents complied or
will comply in all material  respects with the  requirements  of the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), or the Securities Act of
1933, as amended (the  "Securities  Act"),  as  applicable,  and none of the SEC
Documents  contained any untrue statement of a material fact or omitted to state
a material fact required to be stated  therein or necessary in order to make the
statements  made therein,  in light of the  circumstances  under which they were
made, not misleading,  as of their respective filing dates, except to the extent
corrected by a subsequently  filed SEC Document.  The  Corporation has not filed
any  amendment to its Annual  Report on Form 10-KSB for the year ended  December
31,  2001 or its  Company's  Quarterly  Report on Form 10-QSB for the nine month
period ended on September 30, 2002.  The  Corporation  has not filed any Current
Reports on Form 8-K with respect to any event  occurring  between  September 30,
2002 and the date hereof.

     3.6  FINANCIAL   STATEMENTS.   The  Corporation's   audited  Statements  of
Operations,  and  Distributions in Excess of Net Earnings and Cash Flows for the
fiscal year ended December 31, 2001 and the Corporation's  audited Balance Sheet
as of December 31, 2001 are included in the Corporation's  Annual Report on Form
10-KSB for the year ended  December 31, 2001, a copy of which has been delivered
to  the  Purchaser.  The  Company's  unaudited  Statements  of  Operations,  and
Distributions in Excess of Net Earnings and Cash Flows for the nine month period
ended  September  30,  2002  and the  Company's  unaudited  Balance  Sheet as of
September 30, 2002 are included in the Company's Quarterly Report on Form 10-QSB
for the nine month period ended on September 30, 2002, copies of which have been
delivered to the Purchaser. All of the financial statements referred to above in


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<PAGE>

this Section 3.6 are  hereinafter  referred to  collectively,  as the "Financial
Statements".  The Financial  Statements  have been  prepared in accordance  with
generally  accepted  accounting  principles applied on a consistent basis during
the  periods  involved,  and  fairly  present,  in all  material  respects,  the
financial  position of the  Corporation  and the results of its operations as of
the date and for the periods  indicated  thereon,  except  that those  Financial
Statements  that are unaudited  may not have been  prepared in  accordance  with
generally  accepted  accounting  principles  because of the absence of footnotes
normally  contained  therein  and  may  be  subject  to  normal  year-end  audit
adjustments which, individually and in the aggregate, will not be material.

     3.7   CONSENTS.   All   consents,    approval,   orders,    authorizations,
registrations,   qualifications,  and  filings  required  on  the  part  of  the
Corporation  to be obtained or made prior to the Closing in connection  with the
execution,  delivery or performance of this Agreement,  and the  consummation of
the  transactions  contemplated  herein  have been  obtained  or made or will be
obtained or made, prior to the Closing.

     3.8   NO CONFLICT.  The execution  and  delivery of this  Agreement  by the
Corporation and the  consummation of the transactions  contemplated  hereby will
not in any material respect conflict with or result in any material violation of
or material default (with or without notice or lapse of time, or both) under, or
give  rise  to a right  of  termination,  cancellation  or  acceleration  of any
material  obligation or to a loss of a material benefit or give rise to an event
which results in the creation of any lien, charge or encumbrance upon any of the
Corporation's  properties  or  assets  under (i) the  Articles  or Bylaws of the
Corporation  or (ii) any material  agreement or instrument,  permit,  franchise,
license,   judgment,  order,  statute,  law,  ordinance,  rule  or  regulations,
applicable to the Corporation or its respective properties or assets.

     3.9 ABSENCE OF LITIGATION.  With the exception of (i) the case entitled PNC
BANK V.  HEALTHCARE  INVESTORS OF AMERICA,  INC., ET AL, in the 11th Circuit for
Miami-Dade  County  Florida,  Case No. 0206571 CA 04, and (ii) the case entitled
JOHN W. MADAGAN,  SR., D/B/A SUNDANCE REALTY ADVISORS V. LENOX  HEALTHCARE,  INC
AND  HEALTHCARE  INVESTORS OF AMERICA,  INC. in the  Pittsfield  Division of the
Commonwealth  of  Massachusetts  District  Court  Department  Civil  Action  No.
9827-CV-0199,  there is no action,  suit or proceeding or, to the  Corporation's
knowledge,  any  investigation,  pending,  or to  the  Corporation's  knowledge,
threatened against the Corporation and in which an unfavorable  outcome,  ruling
or finding in any said matter, or for all matters taken as a whole, would have a
material  adverse  effect.  There is not pending or threatened  any such action,
suit,  proceeding or investigation that questions this Agreement or the right of
the Corporation to execute, deliver and perform under same.

     3.10 TRADING  MARKET.  The Common  Stock is  currently  traded on the "pink
sheets".

     3.11 BROKERS OR FINDERS.  The  Corporation has not dealt with any broker or
finder in connection with the transactions  contemplated by this Agreement,  and
the Corporation has not incurred,  and shall not incur,  directly or indirectly,
any liability for any  brokerage or finders' fees or agents  commissions  or any
similar   charges  in  connection   with  this  Agreement  or  any   transaction
contemplated hereby.



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<PAGE>

     3.12 COMPLIANCE  WITH CHARTER,  LAWS, ETC. The Corporation is in compliance
in all  material  respects  with the terms of its  Certificate  and  By-laws  as
currently in effect,  true and complete  copies of which have been  delivered to
each Purchaser,  and each of the Articles and By-laws of the Corporation (in the
form, provided to the Purchaser),  is in full force and effect as of the Closing
Date. To the best of the Corporation's  knowledge, the Corporation has complied,
and is in  compliance  with,  federal,  state,  county,  local and foreign laws,
rules, regulations,  ordinances,  decrees and orders applicable to the operation
of its  business or to the real  property or personal  property  that it owns or
leases (including, without limitation, all such laws, rules, ordinances, decrees
and orders relating to antitrust,  currency exchange,  environmental protection,
occupational  safety and health,  equal  opportunity,  pension,  securities  and
trading-with-the-enemy  matters),  except  where any such  failures  to  comply,
individually  or in the  aggregate,  could not  reasonably be expected to have a
material adverse effect.

     3.13 PRIVATE  OFFERING.  During the six months  preceding  the date of this
Agreement,  neither  the  Corporation  nor any person  acting on its behalf has,
directly or through any agent, sold,  offered for sale,  solicited offers to buy
or otherwise negotiated in respect of any security (as defined in the Securities
Act) that is or may be  integrated  with the sale of the Stock in a manner  that
would require the  registration  of the issuance and sale by the  Corporation of
the Stock under the Securities Act. During the six months  preceding the date of
this Agreement,  neither the Corporation nor any person acting on its behalf has
offered  or sold  any  Stock by means of any  general  solicitation  or  general
advertising within the meaning of Rule 502(c) under the Securities Act. Assuming
the  accuracy  of the  Purchaser's  representations  in  Section 4  hereof,  the
offering and sale of the Stock will satisfy the  requirements  of Rule 506 under
the Securities Act.

     3.14 CHANGES.

          (a) Since September 30, 2002,  except as disclosed or in SEC Documents
or press releases  prepared  through or as of a date subsequent to September 30,
2002, there has not been:

               (i) any damage,  destruction  or loss  (whether or not covered by
insurance)  to its  assets  which has had or is  reasonably  expected  to have a
material adverse effect;

               (ii) any material  change in the accounting  methods or practices
followed by the Corporation;

               (iii)  any  material  debt,   obligation  or  liability  (whether
absolute or contingent)  incurred by the  Corporation  (whether or not presently
outstanding)  except (x) current  liabilities  incurred,  and obligations  under
agreements  entered into, in the ordinary course of business and (y) obligations
or liabilities entered into or incurred in connection with the execution of this
Agreement;

               (iv) any sale,  lease,  abandonment  or other  disposition by the
Corporation  of any real  property  or,  other  than in the  ordinary  course of
business,  of any equipment or other operating  properties or, other than in the
ordinary course of business,  any sale, assignment,  transfer,  license or other


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<PAGE>

disposition by the Corporation of any intellectual  property or other intangible
asset;

               (v) any  dividends  or  other  distributions  of  cash  or  other
property paid by the Corporation in respect of any of its capital stock

               (vi) any waivers or releases by the  Corporation  of any material
debt or obligation owed to the Corporation; or

               (vii) to the best of the Corporation's knowledge, any other event
that could reasonably be expected to result in a material adverse effect.

          (b)  Notwithstanding  anything to the contrary in this Agreement,  if,
after the date of this Agreement the  Corporation  discloses to the Purchaser or
the Purchaser  otherwise  becomes aware of any  information  concerning an event
that  renders the  representation  and  warranty  set forth in this Section 3.14
inaccurate,  and such information is material and not otherwise available to the
public generally, the Purchaser agrees not to sell, assign or otherwise transfer
any of the  Stock  based on such  material  non-public  information  until  such
material non-public information is made available to the public generally.

     3.15 LABOR MATTERS. The Corporation has no collective  bargaining agreement
with any of its employees and, to the Corporation's knowledge, there is no labor
union organizing activity pending or threatened with respect to the Corporation.
There  are no  disputes  pending  or,  to  the  knowledge  of  the  Corporation,
threatened  between the Corporation,  on the one hand, and any of its employees,
on the other hand, other than employee grievances arising in the ordinary course
of business which would not,  individually or in the aggregate,  have a material
adverse effect.


                                   SECTION 4.

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     Purchaser  hereby  represents,  warrants and  covenants to the  Corporation
that:

     4.1 AUTHORIZATION.  All corporate action on the part of the Purchaser,  its
officers, and directors necessary for the authorization, execution, delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  herein  has  been  taken.  When  executed  and  delivered  by  the
Purchaser,  this  Agreement  shall  constitute  the  legal,  valid  and  binding
obligation  of the  Purchaser,  enforceable  against the Purchaser in accordance
with its terms, except (i) as limited by bankruptcy, insolvency, reorganization,
moratorium  and other  laws of  general  application  affecting  enforcement  of
creditors'  rights   generally;   (ii)  as  limited  by  laws  relating  to  the
availability  of  specific  performance,  injunctive  relief or other  equitable
remedies;  and (iii) to the extent the indemnification  provisions  contained in
this Agreement may be limited by applicable  federal or state  securities  laws.
The Purchaser has all requisite corporate power to enter into this Agreement and
to carry out and perform its obligations under the terms of this Agreement.



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<PAGE>

     4.2 CONSENTS. All consents, approval, order, authorizations, registrations,
qualifications  and filings required on the part of the Purchaser to be obtained
or made prior to the consummation of the transactions  contemplated  herein have
been obtained or made or will be obtained or made, prior to the Closing.

     4.3  NO CONFLICT.  The  execution  and  delivery of this  Agreement  by the
Purchaser and the consummation of the transactions  contemplated hereby will not
in any material respect conflict with or result in any material  violation of or
material  default (with or without  notice or lapse of time, or both) under,  or
give rise to a right of termination cancellation or acceleration of any material
obligation  or to a loss of a material  benefit  or give rise to an event  which
results  in the  creation  of any lien,  charge or  encumbrance  upon any of the
Purchaser's  properties  or  assets  under  (i) The  Articles  or  Bylaws of the
Purchaser  or (ii) any  material  agreement or  instrument,  permit,  franchise,
license,  judgment,  order,  statute,  law,  ordinance,  title  or  regulations,
applicable to the Purchaser or its respective properties or assets.

     4.4 ABSENCE OF LITIGATION. There is no action, suit or proceeding or to the
Corporation's  knowledge,  any  investigation  pending,  or to  the  Purchaser's
knowledge, threatened against the Purchaser and in which an unfavorable outcome,
ruling or finding in any said matter,  or for all matters taken as a whole would
have a material  adverse  effect.  There is not pending or  threatened  any such
action,  suit,  proceeding or investigation that questions this Agreement or the
right of the Purchaser to execute, deliver and perform under same.

     4.5 COMPLIANCE  WITH CHARTER,  LAWS, ETC. The Purchaser is in compliance in
all  material   respects  with  the  terms  of  its  Articles  of   Organization
("Articles")  and By-laws as  currently  in effect.  Each of the  Articles,  and
By-laws of the  Purchaser is in full force and effect as of the Closing Date. To
the best of the  Purchaser's  knowledge,  the Purchaser has complied,  and is in
compliance  with  federal,   state,  county,  local  and  foreign  laws,  rules,
regulations,  ordinances,  decrees and orders applicable to the operation of its
business or to the real  property or  personal  property  that it owns or leases
(including,  without limitation,  all such laws, rules, ordinances,  decrees and
orders  relating to  antitrust,  currency  exchange,  environmental  protection,
occupational  safety and health,  equal  opportunity,  pension,  securities  and
trading-with-the-enemy  matters),  except  where any such  failures  to  comply,
individually  or in the  aggregate,  could not  reasonably be expected to have a
material adverse effect.

     4.6  PURCHASE  ENTIRELY  FOR OWN  ACCOUNT.  This  Agreement  is  made  with
Purchaser in reliance upon such Purchaser's  representation  to the Corporation,
which by such Purchaser's execution of this Agreement Purchaser hereby confirms,
that the Stock to be received by such  Purchaser will be acquired for investment
for such Purchaser's own account, not as a nominee or agent, and not with a view
to the resale or  distribution  of any part thereof,  and that  Purchaser has no
present  intention  of  selling,  granting  any  participation  in or  otherwise
distributing the same. By executing this Agreement, Purchaser further represents
that Purchaser does not have any contract, undertaking, agreement or arrangement
with any person to sell,  transfer or grant  participations to such person or to
any third person, with respect to any of the Stock.

     4.7  INVESTMENT  EXPERIENCE.  Purchaser  acknowledges  that it can bear the
economic  risk of its  investment,  and has such  knowledge  and  experience  in


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<PAGE>

financial or business  matters that it is capable of  evaluating  the merits and
risks of the investment in the Stock.

     4.8 RESTRICTED  SECURITIES.  Purchaser understands that the shares of Stock
it is purchasing are characterized as "restricted  securities" under the federal
securities  laws inasmuch as they are being  acquired from the  Corporation in a
transaction  not  involving  a public  offering  and that  under  such  laws and
applicable  regulations such Securities may be resold without registration under
the Securities Act only in certain limited  circumstances.  In the absence of an
effective  registration  statement  covering  the  Securities  or  an  available
exemption from registration  under the Act, the Stock must be held indefinitely.
In this connection,  Purchaser represents that it is familiar with SEC Rule 144,
as presently in effect, and understands the resale  limitations  imposed thereby
and by the Securities Act,  including without  limitation the Rule 144 condition
that current information about the Corporation be available to the public.

     4.9 FURTHER  LIMITATIONS  ON  DISPOSITION.  Without in any way limiting the
representations  set  forth  above,  Purchaser  further  agrees  not to make any
disposition of all or any portion of the Stock unless:

          (a)  there  is then in  effect  a  registration  statement  under  the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such registration statement; or

          (b) it is made in compliance with Rule 144; or

          (c) Purchaser  shall have (i) notified the Corporation of the proposed
disposition and shall have furnished the Corporation  with a detailed  statement
of the  circumstances  surrounding  the proposed  disposition,  (ii)  provided a
written  agreement from the transferee for the benefit of the  Corporation to be
bound by this Section 4, and (iii) if requested  by the  Corporation,  Purchaser
shall have  furnished  the  Corporation  with an opinion of counsel,  reasonably
satisfactory  to  the  Corporation   that  such  disposition  will  not  require
registration  of such  shares  under the  Securities  Act. It is agreed that the
Corporation will not require opinions of counsel for transactions  made pursuant
to Rule 144 except in unusual circumstances.

          (d)   Notwithstanding   any  of  the   foregoing,   transfers  for  no
consideration to principals of or investment advisory clients of Purchaser shall
be permitted without any consent, statement or legal opinion.

     4.10 LEGENDS.  It is understood that the certificates  evidencing the Stock
it is purchasing shall bear the following legend:

     THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
     OR ANY STATE  SECURITIES  LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN
     THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  AS TO THE  SECURITIES
     UNDER SAID ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAW OR AN OPINION OF
     COUNSEL  SATISFACTORY  TO THE  CORPORATION  THAT SUCH  REGISTRATION  IS NOT
     REQUIRED."




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<PAGE>

                                   SECTION 5.

                   CONDITIONS TO OBLIGATIONS OF THE PURCHASER

     The  obligation  of the  Purchaser  to purchase the Stock is subject to the
fulfillment on or prior to the Closing Date of each of the following conditions:

     5.1 REPRESENTATIONS  AND WARRANTIES.  The representations and warranties of
the  Corporation  shall be true and  correct  in all  material  respects  on the
Closing Date as if made on such Closing Date and the  Corporation  shall have an
officer provide a certificate as of the Closing Date attesting to such fact.

     5.2 PERFORMANCE. All covenants, agreements and conditions contained in this
Agreement to be performed or complied with by the Corporation on or prior to the
Closing  Date  shall  have  been  performed  or  complied  with in all  material
respects.

     5.3 OPINION OF  CORPORATION'S  COUNSEL.  The Purchaser  shall have received
from counsel to the Corporation an opinion in the form attached hereto.

     5.4 LEGAL ISSUANCE.  At the time of the Closing,  the issuance and purchase
of the Stock shall be legally permitted by all the laws and regulations to which
the Purchaser and the Corporation are subject.

     5.5  PROCEEDINGS  AND  DOCUMENTS.  All corporate and other  proceedings  in
connection  with the  transactions  contemplated  hereby and all  documents  and
instruments  incident to such  transactions  shall be  satisfactory  in form and
substance to the Purchaser and their counsel.

     5.6 SHAREHOLDER APPROVAL. Shareholder Approval of the issuance of the Stock
shall have occurred.


                                   SECTION 6.

                  CONDITIONS TO OBLIGATIONS OF THE CORPORATION

     The  Corporation's   obligation  to  sell  the  Stock  is  subject  to  the
fulfillment on or prior to the Closing Date of each of the following conditions:

     6.1  REPRESENTATIONS  AND WARRANTIES . The  representations  and warranties
made by the Purchaser shall be true and correct in all material  respects on the
Closing  Date as if made on such Closing  Date and the  Purchaser  shall have an
officer provide a certificate as of the Closing Date attesting to such fact

     6.2 PERFORMANCE. All covenants, agreements and conditions contained in this
Agreement to be performed or complied  with by the  Purchaser on or prior to the
Closing  Date  shall  have  been  performed  or  complied  with in all  material
respects.

     6.3 LEGAL ISSUANCE.  At the time of the Closing,  the issuance and purchase
of the Stock shall be legally permitted by all laws and regulations to which the
Purchaser and the Corporation are subject.


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<PAGE>

     6.4 PAYMENT.  The Corporation  shall  concurrently  receive payment for the
Stock as provided in Section 2.

     6.5 SHAREHOLDER APPROVAL. Shareholder Approval of the issuance of the Stock
shall have occurred.


                                   SECTION 7.

                    AFFIRMATIVE COVENANTS OF THE CORPORATION

     The Corporation  hereby covenants that,  during such time as Purchaser owns
any shares of Stock totaling in excess of 20,000 shares,:

     7.1  REPORTS AND FINANCIAL STATEMENTS

          (a)  The  Corporation  will  comply  with  its  reporting  and  filing
obligations  under the  Exchange  Act,  and will not take any action or file any
documents (whether or not permitted by the Exchange Act or the rules thereunder)
to terminate or suspend its reporting and filing  obligations under the Exchange
Act.

          (b) The  Corporation  will furnish to  Purchaser or have  available to
Purchaser through the Edgar System the SEC for two years,  concurrently with the
distribution or filing thereof,  its reports on Form 10K and 10Q, and each other
report,  registration  statement,  definitive  proxy statement or other document
filed with the SEC, and each press release or other public  announcement  issued
by the Corporation.

     7.2  MAINTENANCE  AND  COMPLIANCE.  The  Corporation  will (i) maintain its
corporate existence, rights, powers and privileges in good standing, (ii) comply
in all  material  respects  with  the  laws  and  governmental  regulations  and
restrictions  applicable to its business or  properties,  (iii) keep records and
books of  account  and  maintain a system of  internal  accounting  controls  in
accordance  with  generally  accepted  accounting  principles  and  (iv)  retain
independent  public  accountants  of  recognized  standing  as  auditors  of the
Corporation's annual financial statements.

     7.3 ASSIGNMENT OF RIGHTS. The rights of Purchaser hereunder may be assigned
by Purchaser in  connection  with the  transfer or  assignment  of its shares of
Stock.  Such  rights  may be  further  reassigned  by each  such  transferee  to
subsequent  transferees.  Any transferee  asserting  rights under this Agreement
shall be bound by its  provisions.  In no event shall any  transfers  be made in
violation of the federal securities laws.

     7.4 EFFECT OF COVENANTS. The covenants in Sections 7.1 and 7.3 shall not be
deemed  to   prohibit  a  merger,   sale  of  all  assets  or  other   corporate
reorganization  if (i) the entity  surviving or succeeding to the Corporation is
bound by this Agreement with respect to its securities issued in exchange for or
replacement of the Stock, or (ii) the consideration  received in exchange for or
replacement of the Stock is cash.





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<PAGE>

                                    SECTION 8

                                   ARBITRATION

     8.1  ARBITRATION

          8.1.1  SCOPE.  Resolution of any and all  disputes  arising from or in
connection with this  Agreement,  whether based on contract,  tort,  common law,
equity, statute, regulation, order or otherwise ("Disputes"), including disputes
arising  in  connection  with  claims  by third  persons,  shall be  exclusively
governed by and settled in  accordance  with the  provisions  of this Section 8;
provided,  that the  foregoing  shall not preclude  equitable or other  judicial
relief to enforce the  provisions  hereof or to preserve  the status quo pending
resolution of Disputes hereunder.

          8.1.2  BINDING  ARBITRATION.  The parties  hereby  agree to submit all
Disputes to arbitration for final and binding resolution. Any party may initiate
such arbitration by delivery of a demand therefor (the "Arbitration  Demand") to
the other parties.  The  arbitration  shall be conducted in the City of Phoenix,
AZ, by a panel of three  arbitrators,  one  chosen  by each  party and the third
selected by  agreement  of the parties not later than 10 days after  delivery of
the Arbitration  Demand,  or, failing such agreement,  appointed pursuant to the
Commercial Arbitration Rules of the America Arbitration Association,  as amended
from time to time (the "AAA Rules").  If the arbitrators become unable to serve,
his/her or their successor(s) shall be similarly selected or appointed.

          8.1.3  PROCEDURE.  The arbitration shall be conducted  pursuant to the
Federal  Arbitration Act and such procedures as the parties may agree or, in the
absence of or failing such agreement, pursuant to the AAA Rules. Notwithstanding
the  foregoing,  (a) each  party  shall  have the  right to audit  the books and
records of the other  parties that are  reasonably  related to the Dispute;  (b)
each party shall  provide to the other,  reasonably  in advance of any  hearing,
copies of all documents that a party intends to present in such hearing; (c) all
hearings shall be conducted on an expedited  schedule;  and (d) all  proceedings
shall be  confidential,  except  that  either  party may at its  expense  make a
stenographic record thereof.

          8.1.4  TIMING.  The  arbitrators shall complete all hearings not later
than 90 days after his or her selection or  appointment,  and shall make a final
award not later than 30 days  thereafter.  The  arbitrators  shall apportion all
costs and  expenses of the  arbitration,  including  the  arbitrators'  fees and
expenses,  and fees and expenses of experts  ("Arbitration  Costs")  between the
prevailing  and  non-prevailing  party as the  arbitrators  shall  deem fair and
reasonable.  In  circumstances  where a Dispute  has been  asserted  or defended
against  on grounds  that the  arbitrator  deems  manifestly  unreasonable,  the
arbitrators may assess all Arbitration  Costs against the  non-prevailing  party
and may include in the award the prevailing party's attorney's fees and expenses
in connection with any and all proceedings under this Section 8. Notwithstanding
the  foregoing,  in no event may the  arbitrators  award  multiple  or  punitive
damages.


                                       11
<PAGE>

                                    SECTION 9

                                  MISCELLANEOUS

     9.1  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Arizona. Except as set forth in Section
9, any action or  proceeding  relating to this  Agreement  may be brought in the
courts of Arizona, or in the United States courts located in Arizona and each of
the parties irrevocably  consents to the jurisdiction of such courts in any such
action or proceeding.

     9.2  SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
the  provisions  hereof  shall inure to the  benefit of and be binding  upon the
successors and assigns of the parties.

     9.3  ENTIRE AGREEMENT; AMENDMENT. This  Agreement  (including  any Exhibits
and  Schedules  hereto)  and  the  other  documents  delivered  pursuant  hereto
constitute the full and entire  understanding  and agreement between the parties
with regard to the subjects  hereof and thereof.  Neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated except by a written
instrument signed by the Corporation and the Purchaser. .

     9.4  NOTICES,  ETC.  All  notices  and  other  communications  required  or
permitted  hereunder  shall be  mailed  by  internationally  recognized  courier
service and facsimile addressed (a) if to the Purchaser,  as indicated below the
Purchaser's  signature  with a copy to the  designated  entity or at such  other
address as the Purchaser shall have furnished to the Corporation in writing,  or
(b) if to any other  holder of any Stock at the  address of such holder as shown
on the records of the Corporation,  or (c) if to the Corporation, at its address
set forth below or at such other address as the Corporation shall have furnished
to the  Purchaser  and each such other  holder in writing.  All such  notices or
communications  shall be deemed given when delivered  personally by courier,  by
internationally recognized courier or by facsimile.

     9.5  DELAYS OR OMISSIONS. No delay or omission to exercise any right, power
or remedy  accruing  to any party to this  Agreement  (including  any  holder of
Stock), upon any breach or default or another party under this Agreement,  shall
impair any such right,  power or remedy of such party nor shall it be  construed
to be a waiver of any such breach or default, or an acquiescence  therein, or of
or in any similar breach or default thereafter  occurring;  nor shall any waiver
of any  single  breach or  default  be  deemed a waiver  of any other  breach or
default  theretofore or thereafter  occurring.  All remedies,  either under this
Agreement or by law or otherwise  afforded to any party, shall be cumulative and
not alternative.

     9.6  SEVERABILITY. In  case  any  provision  of  this  Agreement  shall  be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     9.7  TITLES AND SUBTITLES.  The titles of the Sections and  subsections  of
this  Agreement are for  convenience of reference only and are not be considered
in construing this Agreement.


                                       12
<PAGE>

     9.8  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     9.9  FEES AND EXPENSES.  The parties  hereto  shall pay their own costs and
expenses in connection herewith.


     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and  delivered  by their duly  authorized  officers as of the day and year first
written above.

                                         Healthcare Investors of America, Inc.

                                         By:  /s/ F. Dale Markham

                                         Name: F. Dale Markham
                                         Title: Chairman and CEO


Address: 2940 N. Swan Road, Suite 212, Tucson, AZ 85712




                                       13
<PAGE>

                                         Purchaser

                                         Aries Capital Partners LLC

                                         By:  /s/ Greg Harrington

                                         Name: Greg Harrington
                                         Title: Managing Member

                                         Address: 15021 N. 74th Street
                                                  Scottsdale, AZ 85260

As to the Indemnification contained within Section 2.4,
Accepted and Acknowledged

By:  /s/  Greg Harrington

Greg Harrington, individually




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