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Exhibit 2.2.1
                            UNISON -- PLASH/HENDERSON
                        AGREEMENT FOR PURCHASE OF SHARES
                             AS OF NOVEMBER 24, 1996



         This Agreement is by and among Unison HealthCare Corporation, a
Delaware corporation ("Unison"), Paul G. Henderson ("Henderson") and Paige B.
Plash ("Plash" and together with Henderson, "Sellers").

         Unison desires to buy and Sellers desire to sell all of the issued and
outstanding stock of four corporations, namely, Decatur SportsFit & Wellness
Center, Inc., an Alabama corporation, Therapy Health Systems, Inc., a
Mississippi corporation, Henderson & Associates Rehabilitation, Inc., an Alabama
corporation, and Sunbelt Therapy Management Services, Inc., an Alabama
corporation (collectively, "Sunbelt"), owned by Sellers, on the terms and
conditions set forth in this Agreement (the "Transaction").

         1. The Sale of Stock. Effective as of January 1, 1996, or such later
date as the parties may determine, but subject to the approval of this
transaction by Unison's Board of Directors and such other approvals, if any, as
may be required pursuant to Unison's Indenture dated October 31, 1996, in
respect of its Senior Notes due 2006, Sellers shall transfer to Unison all of
the shares of issued and outstanding common stock of Sunbelt owned by them or
either of them (the "Shares"). The Shares shall include all issued and
outstanding shares of Sunbelt which are not currently owned by Unison. At the
time of the transfer of the Shares, all of the Shares shall be owned
beneficially and of record by Sellers, and shall be free and clear of liens,
encumbrances, security agreements, options, claims, charges and restrictions of
any type.

         2. Purchase Price. The purchase price for the Shares (the "Purchase
Price") shall be $1,417,500, plus a contingency payment determined in accordance
with Section 2(c), all of which shall be payable at the times and in the manner
described in Sections 2(a) through 2(f). For purposes of this Agreement, the
notes described in Sections 2(a) and 2(b) are described collectively as the
"Notes."

         (a)      $125,000 shall be payable to each of the Sellers in the form
                  of a note dated November 27, 1996, in the principal amount of
                  $125,000, which shall bear simple interest at a rate of 9% per
                  year, with all principal and interest payable on January 17,
                  1997.

         (b)      $458,750 shall be payable to each of the Sellers in the form
                  of a note dated November 27, 1996, in the principal amount of
                  $458,750, which shall bear simple interest at a rate of 9% per
                  year, with interest payable on January 17, 1997 and quarterly
                  on the first business day of each quarter thereafter beginning
                  in April 1997, and all principal due in a single payment on
                  January 5, 1998.


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Unison -- Plash/Henderson
November 24, 1996
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         (c)      An additional amount (the "Contingency Payment") shall be paid
                  to Sellers on the basis of the extent to which Sunbelt
                  achieves its budgeted pretax profit for 1997. Such payments
                  will be calculated in the manner set forth in this Section
                  2(c), and 50% of any amount so calculated will be paid to each
                  of the Sellers.

                  (i)      If Sunbelt achieves 100% of its budgeted pretax
                           profit for 1997, Sellers shall be entitled to receive
                           a Contingency Payment totalling $1,417,500. If
                           Sunbelt achieves a higher or lower percentage of its
                           budgeted pretax profit for 1997, the same percentage
                           shall be applied to $1,417,500 in determining the
                           amount of the Contingency Payment; provided that the
                           total Contingency Payment shall never be less than
                           $708,750 (the "Guaranteed Amount"), nor more than
                           $2,126,250. Thus, by way of example, if Sunbelt
                           achieves 110% of its budgeted pretax profit, the
                           total Contingency Payment will equal 110% of
                           $1,417,500, or $1,559,250. Similarly, if Sunbelt
                           achieves only 90% of its budgeted pretax profit, the
                           total contingency will equal 90% of $1,417,500, or
                           $1,275,750.

                  (ii)     Budgeted pretax profits for Sunbelt for 1997 shall be
                           as determined by the Board of Directors of Unison,
                           but shall not exceed $6,715,000.

         (d)      The Guaranteed Amount ($708,750) shall bear simple interest at
                  a rate of 9% per year from November 27, 1996. Interest on the
                  Guaranteed Amount shall be payable on January 17, 1997 and
                  quarterly on the first business day of each quarter thereafter
                  beginning in April 1997. The actual amount of the Contingency
                  Payment will be determined by the Unison Board promptly after
                  the completion of Unison's audit for the fiscal year ending
                  December 31, 1997. One half of the Contingency Payment, plus
                  all accrued but unpaid interest on the Guaranteed Amount,
                  shall be payable to each of the Sellers, in a single payment,
                  on January 4, 1999.

         (e)      No later than five days before the principal payment date of
                  any of the Notes, or the date on which the Contingency Payment
                  is due to be paid, either Unison or Sellers may notify the
                  other parties to this Agreement that a portion of the
                  principal or Contingent Payment, which may not exceed 50%,
                  will be paid in Unison Common Stock. The number of shares of
                  Unison Common Stock used in payment of such principal or
                  Contingent Payment shall be determined by dividing the dollar
                  amount for which the shares are being issued by the average
                  closing price for Unison Common Stock for the 20 trading days
                  immediately preceding the date on which the note in question
                  becomes due.
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Unison -- Plash/Henderson
November 24, 1996
Page 3

         (f)      Promptly after the execution of this Agreement, Unison will
                  issue to each Seller 13,971 shares of Unison's Common Stock.
                  The number of shares issuable to each Seller was calculated by
                  dividing $125,000 by $8.94685, which is the average closing
                  price for Unison Common Stock for the 20 trading days
                  immediately preceding November 27, 1996.

         (g)      Unison, Sunbelt Therapy Management Services, Inc., an Arizona
                  corporation, and Sellers entered into a Purchase and Sale
                  Agreement dated as of February 1, 1996 (the "Purchase
                  Agreement"). Pursuant to the Purchase Agreement, Unison and
                  Sellers agreed to the terms and conditions of a registration
                  rights agreement covering the shares of Unison Common Stock
                  issuable upon conversion of the Convertible Debentures and
                  Notes (collectively, the "Convertible Instruments") issued by
                  Unison to Sellers under the Purchase Agreement but did not
                  execute a writing evidencing such rights. Unison and Sellers
                  now agree to execute and deliver a registration rights
                  agreement on substantially the following terms: (i) extension
                  of the registration rights previously granted to shares of
                  Unison Common Stock issued pursuant to Sections 2(e) and 2(f),
                  above; (ii) Sellers will have three demand registration rights
                  on Form S-3; (iii) Sellers will not be entitled to
                  registration of shares if the shares may then be sold under
                  Rule 144; (iv) registration may be limited by a managing
                  underwriter as necessary to complete an offering and
                  reasonably postponed by Unison under limited, customary
                  circumstances; (v) agreements of Sellers to execute any
                  underwriting agreements; (vi) customary provisions relating to
                  mutual indemnification and responsibility for registration and
                  selling costs; and (vii) a mutually acceptable time period for
                  exercise of such rights.

         3. Investigation. Unison hereby grants to Sellers, and the agents,
accountants, attorneys and representatives of Sellers, full and complete access
to all of the books, records, financial statements, facilities, key personnel
and other documents and materials relating to Unison's financial condition,
assets, liabilities and business.

         4. Representations and Warranties of Sellers. Each Seller hereby
represents and warrants to Unison that:

         a. Such Seller owns good and marketable title to all of his Shares,
free and clear of all liens, encumbrances, security agreements, options, claims,
charges and restrictions of any type and has full right, and all necessary power
and authority, to enter into this Agreement, to sell assign, transfer and
deliver the Shares to Unison as contemplated herein and to enter into all
documents contemplated hereby, to perform his obligations hereunder and
thereunder and 
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Unison -- Plash/Henderson
November 24, 1996
Page 4

to consummate the transactions contemplated hereby and thereby. Such Seller is
not party to any voting trust agreement or similar arrangement restricting
voting rights or transferability of any of the Shares.

         b. The Notes to be acquired by such Seller hereunder and any of
Unison's Common Stock issuable with respect to the Notes are being acquired by
such Seller for his own account and not with the view to, or for resale in
connection with, any distribution or public offering thereof within the meaning
of the Securities Act of 1933 (the "1933 Act"). Such Seller understands that
neither the Notes nor the shares of Unison Common Stock issuable upon conversion
of the Notes have been registered under the 1933 Act by reason of their issuance
in transactions exempt from the registration and prospectus delivery
requirements of the 1933 Act pursuant to Section 4(2) thereof and agrees to
deliver to Unison, if requested by Unison, an investment letter in customary
form. Such Seller understands that neither the Notes, nor any interest therein,
nor the Unison Common Stock may be sold, transferred or otherwise disposed of
without registration under the 1933 Act or an exemption therefrom, and that in
the absence of an effective registration statement covering the Unison Common
Stock, or an available exemption from registration under the 1933 Act, the
Unison Common Stock must be held indefinitely. In particular, such Seller is
aware that no interest in the Notes, or Unison Common Stock may be sold pursuant
to Rule 144 promulgated under the Securities Act unless all of the conditions of
that Rule are met. Such Seller further understands that the Notes and the
certificates representing the Unison Common Stock will bear the a legend
substantially in the following form and agrees that he will hold such Notes and
such shares subject thereto:

         THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND ANY SHARES THAT MAY
         BE ISSUED UPON THE CONVERSION OF SUCH SECURITIES HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY
         STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR
         INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR
         OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND
         APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH
         REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE
         EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY
         SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN
         OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).


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Unison -- Plash/Henderson
November 24, 1996
Page 5


         c. (i) Such Seller has such knowledge and experience in financial and
business matters that he is capable of evaluating independently the risks and
merits of purchasing Unison's Notes and Common Stock; (ii) Such Seller has
independently evaluated the risks and merits of purchasing Unison's Notes and
Common Stock and has independently determined that Unison's Notes and Common
Stock are suitable investments for such Seller; and (iii) such Seller has
sufficient financial resources to bear the loss of his entire investment in
Unison's Notes and Common Stock.

         d. Such Seller further represents that he has had an opportunity to ask
questions and receive answers from the officers and directors of Unison
regarding the business, properties, prospects and financial condition of Unison
and to obtain additional information (to the extent Unison possessed such
information or could acquire it without unreasonable effort or expense)
necessary to verify the accuracy of any information furnished to such Seller or
to which such Seller had access.

         5. Publicity. Sellers each agree that they will not make public
statements regarding the Transaction contemplated by this Agreement without
first consulting Unison in order that such public statement shall be jointly
issued by the parties.

         6. Counterparts. This Agreement may be executed by facsimile or manual
signatures. It may be executed in several counterparts, each of which shall be
deemed an original, but such counterparts shall together constitute one
agreement.


                                                 UNISON HEALTHCARE CORPORATION



                                                 By: /S/ Phillip R. Rollins
                                                 Name: Phillip R. Rollins
                                                 Title: Executive Vice President

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Unison -- Plash/Henderson
November 24, 1996
Page 6

                             ACCEPTED AND AGREED TO

         The foregoing correctly sets forth our mutual agreement.


                                       SELLERS



                                       /S/ Paul G. Henderson
                                       ---------------------
                                       Paul G. Henderson



                                       /S/ Paige B. Plash
                                       ---------------------
                                       Paige B. Plash