Exhibit 10.4






                            PLAN AND
                      AGREEMENT OF MERGER




                   RX MEDICAL SERVICES CORP.

                              AND

               CONSOLIDATED HEALTH CORPORATION OF
                       MISSISSIPPI, INC.












                          July 7, 1995


                       Table of Contents


ARTICLE  1  MERGER                                              1
          1.1              Merger of Acquisition Corp into CHC.         1
          1.2   Conversion of Shares into Cash and/or Securities.       2
          1.3Rights of CHC's Stockholders Pending and Upon Surrender of
 Certificates.
          3
          1.4                            Exchange of Certificates       3
          1.5                                     Transfer Books.       3
          1.6                           Transfer of Certificates.       3
          1.7                  Other Transactions at the Closing.       4
          1.8               Closing and Effective Date of Merger.       5
          1.9                                 Further Assurances.       5
          1.10                    Dissenting Stockholders of CHC.       5
          1.11                                            Legend.       5

ARTICLE  2 REPRESENTATIONS AND WARRANTIES OF CHC                6
          2.1    Organization, Corporate Power and Qualification.       6
          2.2                              Capitalization of CHC.       6
          2.3  Subsidiaries, Affiliates, Affiliated Companies and Joint Venture.
          7
          2.4                               Financial Statements.       7
          2.5                 Absence of Undisclosed Liabilities.       8
          2.6                                  Letters of Credit.       8
          2.7                  Absence of Certain Recent Changes.       8
          2.8                                            Assets.       10
          2.9                                    Title to Assets.      10
          2.10                                         Contracts.      11
          2.11                                 Insider Contracts.      11
          2.12                                         Inventory.      11
          2.13                               Accounts Receivable.      11
          2.14                                 Books and Records.      11
          2.15                                          Defaults.      12
          2.16                Patents, Trademarks and Copyrights.      12
          2.17                                Powers of Attorney.      12
          2.18                                        Guarantees.      12
          2.19                              Permits and Licenses.      12
          2.20                                   Litigation, etc.      13
          2.21                                        Compliance.      13
          2.22.                      Obligations; Authorizations.      13
          2.23                    Court Orders, Decrees and Laws.      13
          2.24                                             Taxes.      14
          2.25                            Insurance; Malpractice.      14

          2.26                                     Labor Matters.      14
          2.27                                     Benefit Plans.      15
          2.28                             Environmental Matters.      15
          2.29       Third-Party Payment Contracts, Cost Reports.      16
          2.30                                          Patients.      17
          2.31                             Questionable Payments.      17
          2.32  Certain Representations With Respect to Smith County Hospital.
   17
          2.33                             No Finders or Brokers.      18
          2.34                                      Minute Books.      18
          2.35                             Competitive Interests.      18
          2.36                         Authority; Binding Effect.      18
          2.37                             Misleading Statements.      18
          2.38  Representations and Warranties Deemed to be Repeated at
 Effective
          Date of Merger.                                      19

ARTICLE   3 REPRESENTATIONS AND WARRANTIES OF RX MEDICAL AND
     ACQUISITION CORP                                          19
          3.1  Organization and Standing of Rx Medical and Acquisition Corp.19
          3.2                               Financial Statements.      19
          3.3                                     Capitalization.      19
          3.4                                       Subsidiaries.      20
          3.5                         Absence of Certain Changes.      20
          3.6                          Authority; Binding Effect.      20
          3.7                              No Finders or Brokers.      20
          3.8                                           Defaults.      20
          3.9                                 Pending Litigation.      21
          3.10                    Court Orders, Decrees and Laws.      21
          3.11                                             Taxes.      21
          3.12                                     Labor Matters.      22
          3.13                              Exchange Act Reports.      22
          3.14              Potential Liability under Stark Act.       22
          3.15                                        Disclosure.      23
          3.16  Representations and Warranties Deemed to be Repeated at Time of
          Merger.                                              23

ARTICLE  4 COVENANTS OF RX MEDICAL                             23
          4.1                                   Acquisition Corp.      23
          4.2                                            Listing.      23
          4.3   Optional Registration of Rx Medical Common Stock.      24
          4.4  Mandatory Registration of Rx Medical Common Stock.      25

          4.5                 Prospectus Concerning Registration.      25
          4.6                    Best Efforts to Secure Consents.      25
          4.7                                        Information.      25
          4.8                                   Corporate Action.      25
          4.9                              Handling of Documents.      25

ARTICLE  5 COVENANTS OF CHC                                    26
          5.1                             Access and Information.      26
          5.2                                Conduct of Business.      26
          5.3                          Compliance with Agreement.      27
          5.4                    Best Efforts to Secure Consents.      27
          5.5                                     Unusual Events.      27
          5.6                       Interim Financial Statements.      27
          5.7                            Departmental Violations.      27

ARTICLE  6 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CHC      28
          6.1                Representations and Warranties True.      28
          6.2                                          Authority.      28
          6.3                          No Obstructive Proceeding.      28
          6.4            Delivery of Certain Certified Documents.      28
          6.5                    Approval by Stockholders of CHC.      29
          6.6             Proceedings and Documents Satisfactory.      29
          6.7                              No Agency Proceedings.      29

ARTICLE   7  CONDITIONS PRECEDENT TO THE OBLIGATIONS  OF  RX
     MEDICAL AND ACQUISITION CORP                              29
          7.1  Representations and Warranties True; Right of Offset.   29
          7.2                          No Obstructive Proceeding.      30
          7.3             Proceedings and Documents Satisfactory.      30
          7.4                                  No Adverse Change.      30
          7.5                    Approval by Stockholders of CHC.      30
          7.6                      Delivery of Certain Documents.      30
          7.7                              Estoppel Certificates.      30
          7.8                                  Required Consents.      31

ARTICLE  8  TERMINATION                                        31
          8.1                               Optional Termination.      31
          8.2                             Notice of Abandonment.       31
          8.3                              Mandatory Termination.      31

          8.4                                        Termination.      31

ARTICLE 9 INDEMNIFICATION                                      32
          9.1                                             By CHC.      32
          9.2                 By Rx Medical and Acquisition Corp.      32
          9.3                                           Survival.      32
          9.4                                        Limitations.      32
          9.5                                            Defense.      33

ARTICLE 10 MISCELLANEOUS                                       33
          10.1                                          Expenses.      33
          10.2                                          Notices.       33
          10.3                                  Entire Agreement.      34
          10.4                                     Governing Law.      34
          10.5                              Legal Fees and Costs.      34
          10.6                                    CON Disclaimer.      34
          10.7                                              Time.      35
          10.8                                  Section Headings.      35
          10.9                                            Waiver.      35
          10.10           Nature and Survival of Representations.      35
          10.11                                         Exhibits.      35
          10.12                                       Assignment.      35
          10.13                Binding on Successors and Assigns.      35
          10.14                              Parties in Interest.      35
          10.15                                       Amendments.      36
          10.16                                   Drafting Party.      36
          10.17                                     Counterparts.      36
          10.18                                   Press Releases.      36

<PAGE>
                 PLAN AND AGREEMENT OF MERGER

                                   Plan and Agreement of Merger
("Agreement"), dated as of July 7, 1995, among Rx Medical
Services Corp., a Nevada corporation  ("Rx Medical"), CHC
Acquisition Corporation, a Mississippi corporation and a
wholly-owned subsidiary of Rx Medical ("Acquisition Corp") and
Consolidated Health Corporation of Mississippi, Inc., a
Mississippi corporation ("CHC").

                                   The parties hereby agree as
follows:
     
                        ARTICLE 1 MERGER
     
     1.1  Merger of Acquisition Corp into CHC.  Acquisition Corp
shall be merged with and into CHC on the Effective Date (as
defined in  1.8 hereof) in accordance with the applicable laws
of the State of Mississippi as provided in a Plan of Merger to be
set forth in Articles of Merger, certain provisions of which
shall be as follows:
     
          (a)  Surviving Corporation.  CHC shall be the surviving
          corporation (the "Surviving Corporation") from and
          after the  Effective Date, and the name of the
          Surviving Corporation shall be Consolidated Health
          Corporation of Mississippi, Inc.  On the Effective
          Date, the separate existence of Acquisition Corp shall
          cease, and the Surviving Corporation shall, without
          other transfer, succeed to all the rights and property,
          subject to all debts and liabilities, of CHC and
          Acquisition Corp in the same manner as if the Surviving
          Corporation itself had incurred them.

          (b)  Articles of Incorporation.  From and after the
          Effective Date, the Articles of Incorporation of CHC as amended
          to be consistent with the principal provisions of the Articles of
          Incorporation of Acquisition Corp shall be the Articles of
          Incorporation of the Surviving Corporation until further amended
          as provided by law.

          (c)  By-Laws.  From and after the Effective Date, the
          by-laws of Acquisition Corp as they exist on the date hereof
          shall be the by-laws of the Surviving Corporation until altered
          amended or repealed in accordance with the provisions thereof,
          the Restated Articles of Incorporation or applicable law.

          (d)  Directors and Officers.  The directors and officers of
          Acquisition Corp immediately prior to the Effective Date shall be
          the officers and directors, respectively, of the Surviving
          Corporation, to serve, in both cases, until their successors
          shall have been elected and shall qualify or until otherwise
          provided by law and the Articles of Incorporation and by-laws of
          the Surviving Corporation.


<PAGE>

          1.2  Conversion of Shares into Cash and/or Securities. The
manner  and  basis  of exchanging and converting  the  shares  of
common  stock  of the Acquisition Corp and CHC on  the  Effective
Date shall be as follows:

          (a)  Common Stock of Acquisition Corp.  By virtue of the
          Merger and without any action of the holder thereof each share of
          common stock of Acquisition Corp outstanding on the Effective
          Date shall remain outstanding and unchanged as a share of the
          common stock of the Surviving Corporation.

          (b)  Common and Preferred Stock of CHC.<F1>  By virtue of
          the Merger and without any action of the holder thereof, on the
          Effective Date:

          (i)  Each then outstanding share of common stock of CHC, par
          value $ .01 per share ("CHC Common Stock"), excluding any shares
          of CHC Common Stock as to which a stockholder of CHC has
          perfected his rights as a dissenting stockholder in accordance
          with the Mississippi Business Corporations Act, shall, by virtue
          of the Merger, and without any action on the part of the holder
          thereof, be converted into (A) 158.103 shares of Rx Medical,
          $5.00 par value, 8% Convertible Preferred Stock having the
          attributes set forth in Appendix 1.2 hereto ("Rx Preferred
          Stock") and (B) 98.815 shares of Rx Medical Common Stock, par
          value $.002 per share ("Rx Common Stock") and (C) cash in the
          amount of $69.1725.

               (ii) Each then outstanding share of CHC preferred stock, par
          value $100 per share ("CHC Preferred Stock"), excluding any share
          of CHC Preferred Stock as to which a stockholder of CHC has
          perfected his rights as a dissenting stockholder in accordance
          with the Mississippi Business Corporations Act, shall, by virtue
          of the Merger, and without any action on the part of the holder
          thereof, be converted into 83.794 shares of Rx Preferred Stock
          and cash in the amount of $20
          
     <F1>
As  a  result  of 1.2 and 1.7(a), the stockholders  will  receive
the following:

          Rx                     Extra     Rx               
        Prefer    Rx       Rx      Rx    Prefer    Rx      Rx
          red    Cash    Common   Cash     red    Cash    Cash
Stockh   Stock    for     for     for     Stock    for     for
 older    for     CHC     CHC     CHC      for     CHC     CHC
          CHC   Common   Common  Common    CHC   Prefer   Notes
        Common                           Prefer    red    (1.7(
                                           red             a))
Lewis    319,36  $139,7  199,60      $0        0      $0      $0
              8      28       6
Muse     64,822  28,361  40,514       0        0       0       0
Herrin   15,810   6,917   9,882       0        0       0       0
g
Church   474,30  207,51       -  $296,4   125,96  30,000  $291,0
ill           9       8              30        1              47
         874,30  $382,5  250,00  $296,4   125,96  30,000  $291,0
Totals        9      24       2      30        1              47


<PAGE>

           By  virtue of the Merger, on the Effective Date,  each
share of the CHC Common Stock and CHC Preferred Stock shall cease
to  exist, all certificates for such stock shall be canceled  and
no  shares  of  the  Surviving  Corporation  shall  be  exchanged
therefor.   All  treasury shares of CHC or shares of  CHC  Common
Stock and CHC Preferred Stock owned by any of the subsidiaries of
CHC shall also be canceled.

          1.3  Rights of CHC's Stockholders Pending and Upon Surrender
of  Certificates.   From and after the Effective Date, except  as
provided in the Mississippi Business Corporation Act with respect
to   rights  of  dissenting  stockholders,  each  holder   of   a
certificate  representing shares of CHC  Common  Stock  shall  be
entitled, upon surrender thereof to the Surviving Corporation, to
receive  in  exchange therefor the consideration  to  which  such
holder  would otherwise be entitled on the basis provided for  in
1.2(b) of this Agreement.
     
           1.4   Exchange of Certificates  On the Effective Date,
the  holders of certificates for shares of CHC Stock  and/or  CHC
Preferred Stock shall cease to have any rights as stockholders of
CHC  (except such rights, if any, as they may have as  dissenting
stockholders  under  the Mississippi Business Corporations  Act).
Each  holder  of a stock certificate or certificates representing
outstanding shares of CHC Common Stock or CHC Preferred Stock, as
the  case may be, immediately prior to the Effective Date  shall,
upon  surrender  of  such  certificate  or  certificates  to  the
Surviving  Corporation after the Effective Date, be  entitled  to
receive  a  stock  certificate or certificates  representing  the
number of shares of Rx Preferred Stock into which such shares  of
CHC Common Stock or CHC Preferred Stock, as the case may be, have
been  converted as provided by  1.2(b), (i) and (ii)  above  plus
the  accompanying cash component with respect thereto as provided
therein.   Until  so  surrendered, each stock certificate  which,
prior  to  the Effective Date, represented shares of  CHC  Common
Stock or CHC Preferred Stock, as the case may be, shall be deemed
for all purposes to evidence ownership of the number of shares of
Rx  Preferred  Stock into which those shares of CHC Common  Stock
and CHC Preferred Stock have been converted.

           1.5  Transfer Books.  At the close of business on  the
business day immediately preceding the Effective Date, the  stock
transfer  books  for  shares  of  CHC  Common  Stock  and/or  CHC
Preferred Stock shall be closed, and no transfer or assignment of
any  shares  of  CHC Common Stock and CHC Preferred  Stock  shall
thereafter be registered on the transfer books.

           1.6   Transfer  of Certificates.  If  any  certificate
representing Rx Preferred Stock is to be issued in a  name  other
than  that in which the certificate theretofore representing  CHC
Common  Stock  or  CHC  Preferred Stock,  as  the  case  may  be,
surrendered  is  registered, it shall  be  a  condition  of  such
issuance  that the certificate so surrendered shall  be  properly
endorsed  or otherwise in proper form for transfer and  that  the
person requesting such issuance shall either pay to the Surviving
Corporation  or its transfer agents any transfer or  other  taxes
required  by  reason of the issuance of certificates representing
Rx  Preferred  Stock in a name other than that of the  registered
holder                           of                           the
<PAGE>
     
        certificate    surrendered,   or   establish    to    the
satisfaction of the Surviving Corporation or its transfer  agents
that such tax has been paid or is not applicable

          1.7  Other Transactions at the Closing.

          (a)   Simultaneously with the Closing, Rx Medical shall
          purchase  from Churchill Technologies, Inc., a Colorado
          corporation ("Churchill") (i) a 9% note of CHC in the principal
          amount of $425,000, (ii) a 6% note of CHC in the principal amount
          of $100,000, and (iii) a 9% note of Morton Medical Center
          (assumed  by  CHC) in the principal amount of  $120,000
          (collectively, the "CHC Notes"), (iv) and the Rx Common Stock
          issued to Churchill as a result of the Merger, and Churchill
          shall sell the CHC Notes and Rx Common Stock to Rx Medical for a
          payment of $587,477 payable by wire transfer at the Closing.

          (b)  In exchange for their options, holders of options to
          purchase CHC Common Stock shall receive (i) 155.25 shares of Rx
          Preferred Stock for each share of CHC Common Stock purchasable
          upon exercise of the option (the "Option Shares") plus (ii) the
          number of shares of Rx Common Stock equal to the quotient
          obtained by (x) dividing the Market Value of Rx Common Stock into
          (y) the difference obtained by (1) subtracting the aggregate
          exercise price of the Option Shares from (2) the product of
          $308.75 and the Option Shares.<F2>  For the purposes of this
          clause (b), "Market Value of Rx Common Stock" shall mean the
          average closing price of Rx Common  Stock on the American Stock
          Exchange for the 10 trading days immediately prior to the
          Closing.
     
     <F2>
Assuming a Market Value of $1.50 for the Rx Common Stock, the CHC
Optionees will receive the following:

          (a)    (b)    Rx    Rx
                Exer  Prefe  Commo
Optionee  Opti  cise   rred    n
          ons   Pric  Stock  Stock
                  e     *      
Sam        100    $50  15,52 17,25
Lewis                      5     0
Paul        50     50  7,763      
Black                        8,625
Paul        42    100  6,521 2,923
Black
Brenda      50     50  7,763      
Olters                       8,625
Brenda      42    100  6,521 2,923
Olters
Mike        50     50  7,763      
Edwards                      8,625
Mike        42    100  6,521 2,923
Edwards
Michael    126    100  19,56 17,53
Lindley                    2     5
Joe         84    100  13,04 11,69
Herring                    1     0
_____________________
* The formula is [155.25 x (a)];
      the formula is [[[308.75 x(a)]-[(a)x(b)]]/MV]

<PAGE>
     
          (c)   In  addition to the foregoing, in the event  that
          the  Surviving Corporation consummates the  acquisition
          of  a hospital subsequent to the Closing, the Surviving
          Corporation shall pay Sam J. Lewis a fee in the  amount
          of  $100,000  in connection with services  rendered  in
          connection  therewith.  Said fee shall become  due  and
          payable within ten (10) days after the closing  of  the
          aforesaid acquisition.

          1.8  Closing and Effective Date of Merger. At the closing
(the  "Closing"), which shall be held on July 7, 1995 (or at such
later date as shall be agreeable to CHC and Rx Medical but in  no
event  later  than August 7, 1995) (the "Closing  Date")  at  the
offices  of  Rx Medical in Ft. Lauderdale, Florida.  The  parties
shall  exchange the respective schedules, Exhibits,  certificates
and  instruments of conveyance, in form and substance  reasonably
acceptable to the respective parties, within thirty (30) days  of
the   Closing.    In  addition  to  other  actions   contemplated
hereunder, CHC and Acquisition Corp shall within thirty (30) days
of  the Closing, use their respective best efforts to cause to be
executed  in accordance with the Mississippi Business Corporation
Act,  and  shall  cause  to  be  filed  and  recorded  with   the
appropriate  offices under the laws of the State of  Mississippi,
copies of Articles of Merger and such officers' certificates  and
other documents as may be necessary or appropriate in the opinion
of  counsel to Rx Medical to cause the Merger to become effective
under  the  laws  of the State of Mississippi. The  Merger  shall
become  effective  at  the time the Secretary  of  the  State  of
Mississippi  issues a Certificate of Merger in  response  to  the
aforesaid  filing  of  the  Articles of  Merger  (the  "Effective
Date").

          1.9  Further Assurances.  The Surviving Corporation, through
its appropriate officers and directors, is hereby authorized,  in
the  name of the Rx Medical or  Acquisition Corp, CHC or  itself,
to  execute, acknowledge and deliver all instruments  of  further
assurance  and to do all such acts and things as it may,  at  any
time,  deem  necessary  or desirable to  vest  in  the  Surviving
Corporation  any  property or rights of  CHC  or  Rx  Medical  or
Acquisition  Corp, or to carry out any of the purposes  expressed
in this Agreement.

          1.10  Dissenting Stockholders of CHC.   Each stockholder of
CHC, if any, who becomes entitled, pursuant to Article 13 of  the
Mississippi  Business Corporation Act, to  payment  of  the  fair
value  of  his CHC Common Stock  or CHC Preferred Stock,  as  the
case  may be, (a "Dissenting Stockholder") shall receive  payment
therefor from the Surviving Corporation but only after the  value
thereof  shall  have  been  agreed  upon  or  finally  determined
pursuant  to  such provisions.  CHC shall not,  except  with  the
prior written consent of Rx Medical, voluntarily make any payment
with  respect to or settle or offer to settle any demand for such
payment.   Shares  of  CHC Common Stock and CHC  Preferred  Stock
acquired  by  CHC  or the Surviving Corporation  from  Dissenting
Stockholders shall be canceled.

          1.11  Legend.  The certificates representing the Rx Common
and  Rx Preferred Stock issued to the former stockholders of  CHC
as the result of the merger shall bear the  following legend:

<PAGE>

           "TRANSFER RESTRICTED:  The Shares represented by  this
certificate have not been registered under the Securities Act  of
1933, as amended.  Such shares have been acquired subject to  the
restrictions  as  set forth by the Plan and Agreement  of  Merger
dated  as  of July 7, 1995 among the issuer, Consolidated  Health
Corporation   of   Mississippi,   Inc.,   and   CHC   Acquisition
Corporation.   Such shares will be held for investment  only  and
have  not  been  acquired with a view toward their  distribution.
They  may  not  be offered for sale, sold, transferred,  pledged,
hypothecated  or otherwise disposed of except on  the  terms  set
forth in the aforementioned Plan and Agreement of Merger, a  copy
of  which is on file in the Office of the Corporate Secretary  of
the issuer."

     ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF CHC

           CHC  hereby represents and warrants to Rx Medical  and
Acquisition Corp as follows:

          2.1  Organization, Corporate Power and Qualification.  CHC
is  a  corporation duly organized, validly existing and  in  good
standing under the laws of the State of Mississippi and has  full
corporate  power  and authority and all authorizations,  licenses
and  permits  necessary to own, lease and operate its  properties
and  assets and to carry on its business as and where it  is  now
being  conducted, to enter into this Agreement, and to consummate
the  transactions contemplated hereby.  CHC is duly qualified  to
do business and is in good standing in each jurisdiction in which
the  character of the properties owned or leased  by  it  or  the
nature  of the business transacted by it makes such qualification
necessary.

          2.2  Capitalization of CHC. The authorized capital stock of
CHC consists of 10,000 shares of $.01 par value common stock, and
1,500  shares of $100 par value preferred stock, of which  as  of
the  date  hereof,  5,530 shares of CHC Common  Stock  and  1,500
shares  of CHC Preferred Stock have been duly authorized  by  all
necessary corporate action on the part of CHC, are validly issued
and  outstanding, fully paid and nonassessable.   No  assessments
have  been  made with respect to such stock which have  not  been
fully  satisfied.   Except as set forth in Exhibit  2.2   of  the
Exhibit  Volume, there are no other authorized or outstanding  or
authorized  equity  securities of  CHC  of  any  class,  kind  or
character, and there are no outstanding rights, contracts, rights
to  subscribe,  conversion  rights,  exchange  rights,  warrants,
options,  calls, puts or other agreements or commitments  of  any
character  relating to the capital stock of CHC or any securities
convertible  or  exchangeable or exercisable for  any  shares  of
stock  of any class of capital stock of CHC.  CHC has no treasury
stock  that has not been canceled as of the date hereof.   Except
for  the  transactions contemplated by this Agreement, there  are
not  any  agreements  or understandings among CHC's  stockholders
with  respect  to the voting of shares of the CHC  Stock  on  any
matter.   No shares of the capital stock of CHC are reserved  for
any  purpose;  there  are no preemptive or  similar  rights  with
respect to the issuance, sale or other transfer (whether present,
past  or  future) of the capital stock of CHC and  there  are  no
agreements  or other obligations (contingent or otherwise)  which
may                                                       require
<PAGE>
     
           CHC  to  issue,  repurchase or otherwise  acquire  any
shares  of its capital stock or any other securities.  There  are
no  outstanding or authorized stock appreciation/phantom stock or
similar  rights with respect to CHC. There are no voting  trusts,
proxies,  or any other agreements or understandings with  respect
to the voting stock of CHC.

          2.3  Subsidiaries, Affiliates, Affiliated Companies and
Joint  Venture.  CHC has no direct or indirect ownership interest
in,  by  way  of  stock ownership or otherwise, any  corporation,
association  or  business enterprise except  for  the  subsidiary
company  or  companies  listed in Exhibit  2.3A  of  the  Exhibit
Volume,  all  of  which  are wholly-owned  subsidiaries  of  CHC.
Exhibit 2.3A shall also set forth the authorized capital stock of
each  such subsidiary corporation, the number of shares  of  such
capital  stock validly issued and outstanding and the  number  of
such  shares owned by CHC.  Each of the organizations  listed  in
Exhibit  2.3A and identified therein as a consolidated subsidiary
(CHC's  "subsidiaries") is a corporation duly organized,  validly
existing  and in good standing under the laws of its jurisdiction
of  incorporation, as listed in Exhibit 2.3A, has full  corporate
power to own, lease and operate its properties and assets and  to
carry  on its business as and where it is now conducted, is  duly
qualified  to  do  business  and is  in  good  standing  in  each
jurisdiction  in which the character of the properties  owned  or
leased by it or the nature of the business transacted by it  make
such qualification necessary, and is qualified to do business  in
the jurisdictions listed in Exhibit 2.3A.  Copies of the Articles
of  Incorporation and by-laws of each CHC subsidiary are included
as  Exhibit 2.3B of the Exhibit Volume and are true, accurate and
complete  as  of the date hereof.  CHC owns beneficially  and  of
record all shares of capital stock of any CHC subsidiary which is
set  forth  as  being owned by CHC in Exhibit  2.3A  (except  for
directors'  qualifying shares), free and  clear  of  all  claims,
liens,  charges  and encumbrances of any nature  whatsoever,  and
none  of  such  shares  are  subject to  any  covenant  or  other
contractual  restriction  preventing or  limiting  the  right  to
transfer such shares.  There are not any agreements or understand
ings  to  which CHC or any CHC subsidiary is a party with respect
to  the  voting of shares of capital stock of any CHC subsidiary;
and  neither CHC nor any of its subsidiaries has outstanding  any
options,  calls,  rights of conversion or  other  commitments  to
purchase or sell any authorized or issued shares of capital stock
of any CHC subsidiary.

           2.4  Financial Statements.  Exhibit 2.4 of the Exhibit
Volume  consists  of the following financial statements  of  CHC:
consolidated  balance  sheet  of  CHC  and  its  subsidiaries  at
February  28,  1994,  and the related consolidated  statement  of
operations, stockholders' equity and cash flow for the years then
ended,  together with the opinion thereon of Overcash,  Walker  &
Co., certified public accountants; and the unaudited consolidated
balance sheet of CHC and its subsidiaries as of February 28, 1995
and unaudited consolidated statement of operations of CHC and its
subsidiaries  for the twelve months then ended (the  audited  and
unaudited financial statements and the related notes being herein
called "CHC Financial Statements").


<PAGE>

                The  CHC  Financial Statements have been prepared
based upon information contained in the books and records of  CHC
and  its  subsidiaries and present fairly the assets, liabilities
and  financial condition of CHC and its subsidiaries  as  at  the
respective dates thereof and the results of their operations  for
the  periods ended at the respective dates thereof, in each  case
prepared   in  conformity  with  generally  accepted   accounting
principles applied on a consisitent basis throughout the  periods
involved and with the prior periods, except that in the unaudited
portion  of the CHC Financial Statements (i) are subject to  cost
report  and other year-end audit adjustments, (ii) do not contain
footnotes, (iii) were prepared without physical inventories,  and
(iv) do not contain an unaudited statement of cash flow, and  (v)
are  not  restated  for  subsequent  events.  The  CHC  Financial
Statements  do  not contain any material inaccuracy  and  do  not
suffer from any material omissions.

          2.5  Absence of Undisclosed Liabilities.  Except as and to
the  extent  reflected or reserved against in the  CHC  Financial
Statements and except for commitments and obligations incurred in
the ordinary course of business accruing after February 28, 1995,
to  the  best  knowledge of CHC, CHC and its subsidiaries  as  of
February  28,  1995,  had, or will have at Closing,  no  material
liabilities,  claims or obligations (whether  accrued,  absolute,
contingent,  unliquidated or otherwise,  whether  due  to  become
payable  and  regardless  of  when or  by  whom  asserted).   The
liabilities  reflected  in the CHC Financial  Statements  consist
solely of accrued obligations and liabilities incurred by CHC  to
persons or entities not affiliated with CHC, except as set  forth
in Exhibit 2.5 of the Exhibit Volume.

          2.6  Letters of Credit. Except as disclosed in Exhibit 2.6
of the Exhibit Volume, there are no outstanding letters of credit
issued at the request of CHC to any suppliers or obligees of  CHC
with respect to the operations of CHC.

          2.7  Absence of Certain Recent Changes. Except as expressly
provided in this Agreement or as set forth on Exhibit 2.7 of  the
Exhibit  Volume  in  alphabetical  order  corresponding  to   the
following  subsections since February 28, 1995, and  through  the
Closing Date, CHC and its subsidiaries have not been and will not
have:

          (a)   except in the usual and ordinary course of  their
          businesses, consistent with past practice, and in an amount which
          is usual and normal, incurred, both individually or in the
          aggregate, any indebtedness or other liabilities (whether
          accrued, absolute, contingent or otherwise), guaranteed any
          indebtedness or sold any of their assets;

          (b)  suffered any damage, destruction or loss, whether or
          not covered by insurance, in excess of $10,000;


<PAGE>
     
          (c)   suffered the resignation or other termination  of
          any  management  personnel of CHC, or the  loss  of  or
          other  termination of a business relationship with  any
          material  customers or suppliers of CHC's  business  or
          been  engaged  in a material dispute with any  material
          customer or supplier which could threaten such business
          relationship;

          (d)  increased the regular rate of compensation payable by
          them to any employee, stockholder, or any physician other than
          normal merit and cost of living increases granted in the ordinary
          course of business; or increased such compensation by bonus,
          percentage, compensation service award or similar arrangement
          theretofore in effect for the benefit of any of their employees,
          and no such increase is required;

          (e)  established  or  agreed to establish,  amended  or
          terminated any pension, retirement or welfare plan or arrangement
          for the benefit of their employees not theretofore in effect;

          (f)  had any change in the capitalization of the CHC and its
          subsidiaries, including, without limitation, the grant or
          issuance by the CHC or any of its subsidiaries of any shares of
          stock of any class, any subscriptions, options, warrants,
          convertible securities, rights, calls, agreements, commitments or
          rights affecting or relating in any manner whatsoever to any
          equitable interests in CHC or any of its subsidiaries;

          (g)  declared or paid any dividend or other distribution, in
          any form whatsoever, on any class of its capital stock or
          purchased or redeemed any of its capital stock;

          (h)  made any direct or indirect purchase, redemption or
          other acquisition by CHC or any of its subsidiaries, or entered
          into any commitment, plan or agreement by CHC or any of its
          subsidiaries to purchase, redeem or otherwise acquire any shares
          of their capital stock or other equitable interests;

          (i)  experienced any labor organizational efforts, strikes
          or complaints, other than grievance procedures in the ordinary
          course of business, or entered into any collective bar\gaining
          agreements with any union;

          (j)  made any single capital expenditure which exceeded
          $10,000 or made aggregate capital expenditures which exceeded
          $25,000;

          (k)  except with respect to liens or encumbrances arising by
          operation of law, permitted or allowed any of their assets (real,
          personal or mixed, tangible or intangible) to be subjected to any
          mortgage, pledge, lien, security interest, encumbrance,
          restriction or charge of any kind;

<PAGE>

          (l)  paid, discharged or satisfied any claims, liabilities
          or obligations (absolute, accrued, contingent or otherwise) other
          than in the usual and ordinary course of business;

          (m)  suffered any extraordinary losses, canceled any debts
          or waived any claims or rights of substantial value, whether or
          not in the usual and ordinary course of business;

          (n)   paid,  lent or advanced any amount to,  or  sold,
          transferred or leased any properties or assets (real, personal or
          mixed, tangible or intangible) to, or entered into any agreement
          or arrangement with, any stockholder of CHC or any of the
          officers or directors of CHC or any of its subsidiaries or of any
          "affiliate" or "associate" of any of their officers or directors
          (as such terms are defined in the rules and regulations of the
          Securities and Exchange Commission under the Securities Act of
          1933, as amended), except for reimbursement of ordinary and
          reasonable business expenses related to the business of CHC and
          its subsidiaries and compensation to officers at rates not
          exceeding the rates of compensation at February 28, 1995;

          (o)  amended, terminated or otherwise altered (whether by
          action or inaction) any contract, agreement or license of
          significant  value to which CHC or any of its subsidiaries is a
          party, except in the ordinary course of business;

          (p)   entered into a material transaction, contract  or
          commitment other than in the ordinary course of business or made
          any change in any method of accounting or accounting practice;

          (q)  canceled, or failed to continue, insurance coverages;

          (r)  agreed, whether in writing or otherwise, to take any
          action described in this  2.7;

          (s)  suffered any material adverse change in its business,
          properties, assets, liabilities, net worth, earnings or financial
          condition; or

          (t)   done  any act or thing which under the terms  and
          conditions of this Agreement would be in violation of any of the
          covenants, stipulations or agreements of CHC hereunder, or which
          would make any representation or warranty of CHC hereunder
          inaccurate or untrue as of the Closing Date.


<PAGE>
     
           2.8  Assets  To the best knowledge of CHC: (i) all  of
the  assets  owned  by, or leased to CHC and used  or  usable  in
connection  with its business and operations are in good  working
order,  ordinary wear and tear excepted, have been maintained  in
accordance  with  good industry practice, are  suitable  for  the
purposes for which they are being used and are sufficient in  the
aggregate for the operation and maintenance of its business;  and
(ii) CHC has good and marketable title to the assets reflected in
the  balance  sheet included in the CHC Financial Statements  and
will hold good and marketable title to such assets and any assets
acquired prior to the Closing Date, except for assets disposed of
in the ordinary course of business and except for such mortgages,
liens  and  other charges as are disclosed in the  CHC  Financial
Statements.
     
          2.9  Title to Assets. CHC does not own any real estate,
and  leases  only offices in Nashville, TN and Newton,  MS.   Its
wholly   owned   subsidiary   ,  CHC   Management,   Inc.   ("CHC
Management"),  leases  and  operates  Smith  County  Hospital  in
Raleigh,  MS. CHC believes it and CHC Management have  valid  and
subsisting  leaseholds for such properties.  Exhibit 2.9  of  the
Exhibit  Volume is a copy of a Uniform Commercial Code search  as
of  a recent date duly obtained by CHC showing security interests
of  record  relating to non real estate assets  of  CHC  and  its
subsidiaries.

          2.10 Contracts. Exhibit 2.10 of the Exhibit Volume contains
a  copy  of  each contract, lease, agreement and other instrument
to  which  CHC or any of its subsidiaries is a party or is  bound
which   involves   an   unperformed  commitment   or   obligation
(contingent  or otherwise) of more than $25,000 in the  aggregate
and  with  which CHC and each of its Subsidiaries are in material
compliance.

          2.11  Insider Contracts. There are no contracts, agreements,
purchase   orders,   commitments,   leases,   understandings   or
arrangements, including loan arrangements, between  CHC  and  its
stockholders  or  any  affiliate thereof not otherwise  disclosed
herein  or  in the Exhibits contained in the Exhibit  Volume  and
none  shall  be entered into by CHC from the date hereof  through
the Closing Date without the prior written consent of Rx Medical.

          2.12  Inventory. To the best knowledge of CHC, the inventory
reflected on CHC's  balance sheet at February 28, 1995 was (i) in
good  and marketable condition, (ii) in an amount consistent with
the  hospital  business, (iii) saleable in the normal  course  of
CHC's  business  as  currently conducted, at  current  applicable
prices  and within normal inventory "turn" experience except  for
items  which  are obsolete, damaged or slow moving which  do  not
materially  exceed  historical amounts  for  such  categories  of
items,  and (iv) is carried in CHC's Financial Statements on  the
basis disclosed in the notes thereto.
     

<PAGE>
     
            2.13   Accounts  Receivable.  Except  for  immaterial
amounts,  CHC's  accounts receivable: (i) arose in  the  ordinary
course  of  business for goods or services delivered or rendered;
(ii) constitute only valid, undisputed claims; and (iii) are  not
subject  to counterclaims or set-offs.  To the best knowledge  of
CHC,  all  credits  due to third parties, including  third  party
payors,  are reflected in CHC's Financial Statements and 100%  of
the  aggregate recorded amounts of CHC's accounts receivable  net
of reserves have been or will be collected in the ordinary course
of business without resort to litigation.

          2.14  Books and Records. To CHC's best knowledge and belief:
the  books  of account of CHC reflect all items of income,  gain,
loss,  and expense and all assets and  liabilities of CHC subject
to  customary month-end and year-end adjustments and are accurate
and  complete in all material respects; all of the other  records
of  CHC,  including, without limitation, all of its  payroll  and
customer  records,  are  accurate and complete  in  all  material
respects.  CHC shall cooperate in providing access to  the  books
and records of CHC on a reasonable basis in the event an audit of
such  books  and  records is deemed necessary by counsel  for  Rx
Medical  in  order to comply with any federal or state securities
laws or regulations.

          2.15  Defaults. To CHC's knowledge, neither CHC nor any of
its  subsidiaries is in default under, nor has any event occurred
which,  with the lapse of time or action by a third party,  could
result in a default under, give rise to a right to accelerate  or
terminate any provision thereof, or give rise to any lien, claim,
encumbrance or restriction on any of the assets or properties  of
CHC  or  any  of  its  subsidiaries, any  outstanding  indenture,
mortgage, contract, lease, instrument  or agreement to which  CHC
or  any of its subsidiaries is a party or by which CHC or any  of
its  subsidiaries  may  be bound or under any  provision  of  the
Articles  of  Incorporation or by-laws  of  CHC  or  any  of  its
subsidiaries.  The  execution, delivery and performance  of  this
Agreement  and the consummation of the transactions  contemplated
by  this Agreement will not  violate any provision of, or  result
in  the  breach of, or constitute a default under,  any  law  the
violation of which would result in a significant liability to CHC
or  any  of  its subsidiaries, or any order, writ, injunction  or
decree of any court, governmental agency or arbitration tribunal;
constitute a violation of or a default under, or a conflict with,
any term or provision of the Articles of Incorporation or by-laws
of  CHC  or  any of its subsidiaries or any contract, commitment,
indenture,  lease, instrument or other agreement,  or  any  other
restriction  of any kind to which CHC or any of its  subsidiaries
is  a  party or is bound; or cause, or give any party grounds  to
cause  (with or without notice, the passage of time or both)  the
maturity  of  any liability or obligation of CHC or  any  of  its
subsidiaries,  to be accelerated, or increase any such  liability
or obligation.

          2.16  Patents, Trademarks and Copyrights. CHC does not own
any trademarks, service marks, trade names, brands, copyrights or
patents  and  has not filed any applications for registration  of
any such trademarks, copyrights or patents.


<PAGE>
     
           2.17   Powers of Attorney. Exhibit 2.17 in the Exhibit
Volume  lists any outstanding powers of attorney related  to  CHC
and a summary statement of the terms thereof.

          2.18  Guarantees. Included as Exhibit 2.18 in the Exhibit
Volume is a list and brief description of all guarantees, matters
of   suretyship  and  contingent  liabilities  of  CHC  and   its
subsidiaries.

          2.19  Permits and Licenses. Included as Exhibit 2.19 in the
Exhibit Volume is a schedule of all material permits and licenses
held  by CHC and its subsidiaries.  To the best knowledge of CHC:
(i)  all of the licenses are, and as of the Closing Date will be,
valid   and   in   good  standing  with  applicable  governmental
authorities  or agencies; (ii) there is no pending or  threatened
action by any governmental authority or agency or third party  to
suspend,  revoke,  terminate or challenge any of  such  licenses;
(iii) none of such licenses are currently subject to or operating
under  any  agreement  encumbering any of such  licenses  or  any
waiver by governmental authorities of otherwise applicable  rules
and  regulations;  (iv)  no  other  material  licenses,  permits,
certifications,   authorizations,   accreditations,   orders   or
approvals  are  required  in connection  with  the  ownership  or
operation of CHC's business as currently owned and operated.

          2.20  Litigation, etc. Except as set forth in Exhibit 2.20
in   the  Exhibit  Volume,  to  CHC's  knowledge,  there  is   no
litigation,  arbitration, governmental  claim,  investigation  or
proceeding  pending  or threatened against  CHC  or  any  of  its
subsidiaries  at  law  or in equity, before any  court,  arbitral
tribunal or governmental agency.

          2.21  Compliance. To the best of CHC's knowledge: (i) CHC's
operations, as and where presently conducted and CHC's assets and
their  uses,  comply  with  all  applicable  federal,  state  and
municipal laws, rules, regulations and other requirements of  any
court  or governmental body, court or arbitrator material to  the
conduct  thereof (collectively, the "Laws"), in all  cases  where
noncompliance therewith, singly or in the aggregate, would have a
material  adverse  effect on the business,  assets,  liabilities,
properties, operations or condition (financial or other) of  CHC;
and  (ii)  CHC  has  all permits and licenses  required  for  its
operations from all applicable jurisdictions.

          2.22  Obligations; Authorizations. To the best knowledge of
CHC:  (i)  CHC  is not in violation of any judgment,  injunction,
award  or  decree which is binding on CHC or any of  its  assets,
properties,  operations, securities or business  or  which  would
affect  the consummation of the transactions contemplated hereby;
(ii)  CHC  has in all material respects performed all obligations
required  to be performed by it under, is not in default  in  any
material respect under, in violation in any material respect  of,
aware of any material default or violation by any other party to,
and  has not breached any material representation or incurred any
contingent  liability contained in, any of the oral  and  written
contracts and agreements to which CHC is a party or by which  CHC
is bound (the "CHC Agreements"); (iii) there is no pending or, to
the     best     knowledge    of    CHC,     threatened     claim
<PAGE>
     
      that  operations  pursuant to any  of  the  CHC  Agreements
have  been  improperly  conducted or maintained  or  which  would
lessen  the rights of CHC thereunder; and, to the best  knowledge
of  CHC, no event has occurred and no condition exists that would
increase the obligations or costs of CHC thereunder in any manner
or  amount that would be material to such CHC Agreements standing
alone; (iv) all material licenses, permits and other governmental
authorizations that are required for the ownership, operation and
maintenance  of  the  CHC's business as now owned,  operated  and
maintained  have been obtained and are valid and  sufficient  for
such  ownership, operation, maintenance and location and  are  in
full  force and effect; (v) and CHC has not taken any action,  or
failed  to take any action, or permitted or allowed to exist  any
condition,  which, with notice or lapse of time, or  both,  would
result  in  the  termination, cancellation or forfeiture  of,  or
cause  a  default  under,  any  such  license,  permit  or  other
governmental authorization.

          2.23  Court Orders, Decrees and Laws. To CHC's knowledge:
there   is  not  outstanding  or  threatened  any  order,   writ,
injunction  or  decree  of  any  court,  governmental  agency  or
arbitration  tribunal against or affecting  CHC  or  any  of  its
subsidiaries  or  any  of their assets which would  significantly
interfere  with  their  ability to conduct their  businesses;  no
governmental  authorities  are presently  conducting  proceedings
against CHC or any of its subsidiaries; and no such investigation
or proceeding is pending or being threatened.

          2.24  Taxes. To CHC's knowledge: all federal, state and
other tax returns of CHC and its subsidiaries required by law  to
be  filed  have been timely filed; CHC and its subsidiaries  have
paid  or  provided for all taxes (including taxes on  properties,
income,  franchises,  licenses, sales and  payrolls)  which  have
become   due  pursuant  to  such  returns  or  pursuant  to   any
assessment,  except for any taxes and assessments  of  which  the
amount, applicability or validity is currently being contested in
good  faith by appropriate proceedings and with respect to  which
CHC  or its subsidiary, as the case may be, has set aside on  its
books  adequate reserves; all such tax returns have been prepared
in  compliance  with  all applicable laws  and  regulations;  the
amounts  set up as provisions for taxes (including provision  for
deferred  income  taxes) on CHC Financial  Statements  have  been
reserved   in  accordance  with  generally  accepted   accounting
principles  for the payment of all unpaid federal, state,  county
and  local  taxes  accrued for or applicable to all  periods  (or
portions  thereof) ending on or before the Closing  Date;   there
are  no  tax  liens on any of the property of CHC or any  of  its
subsidiaries except those with respect to taxes not yet  due  and
payable  and  except for any taxes and assessments of  which  the
amount, applicability or validity is currently being contested in
good  faith by appropriate proceedings and with respect to  which
CHC  or its subsidiary, as the case may be, has set aside on  its
books  adequate  reserves; there are no pending tax  examinations
nor has CHC or any of its subsidiaries received a revenue agent's
report  asserting  a tax deficiency. Copies  of  CHC's  last  two
federal  state  and  local  income tax returns  are  included  as
Exhibit 2.24 of the Exhibit Volume.


<PAGE>
     
           2.25   Insurance; Malpractice.   Exhibit 2.25  of  the
Exhibit Volume is a list and brief description of all policies of
fire,   general   liability,  professional   liability,   product
liability,    environmental   impairment   liability,    worker's
compensation,  health  and other forms of insurance  policies  or
binders  currently in force insuring against risks of CHC.    CHC
has   no  reason to believe that such insurance policies are  not
valid, binding and enforceable policies in full force and effect,
and  CHC  believes that is has paid all premiums due and  payable
thereon.  To the best knowledge of CHC: (i)  there are no gaps in
CHC'  insurance coverage; (ii) CHC is not in default with respect
to  any provisions contained in any such insurance policy nor has
it  failed  to  give any material notice or present any  material
claim  under any such insurance policy in due and timely  fashion
in  each case where such default or failure to give notice or  to
present a claim could reasonably be expected to lead to a  denial
of  coverage;  and  (iii)  no insurer under  any  such  insurance
policies  has refused, or threatened to refuse, to pay any  claim
currently  pending  under  any of such  insurance  policies  with
respect to its business. CHC shall maintain insurance coverage of
similar  kinds  and  amounts  and shall  pay  premiums  for  such
coverage through the Closing Date.

          2.26  Labor Matters. There are no collective bargaining
agreements  with  any labor union to which  CHC  or  any  of  its
subsidiaries  is  a  party  or  by  which  CHC  or  any  of   its
subsidiaries is bound, and none of them are currently negotiating
with  a labor union.  There is no unfair labor practice complaint
against  CHC  or  any  of  its subsidiaries  pending  before  the
National  Labor  Relations  Board.  There  is  no  labor  strike,
dispute,  slowdown  or  stoppage  actually  pending  or,  to  its
knowledge,  threatened against or affecting CHC  or  any  of  its
subsidiaries  or the Hospital.  No grievance which might  have  a
material adverse effect on CHC or any of its subsidiaries or  the
conduct  of  their businesses nor any such arbitration proceeding
arising  out  of  or  under collective bargaining  agreements  is
pending and no claim therefor exists.  Neither CHC nor any of its
subsidiaries has experienced any employee strikes during the last
three  years.   CHC  will advise Rx Medical  of  any  such  labor
dispute,  petition  for representative election  or  negotiations
with  any labor union which shall arise before the Closing  Date.
Exhibit  2.26  of  the Exhibit Volume lists all  of  the  present
employees of CHC receiving compensation in excess of $100,000 per
annum,  their titles, the date on which they became employees  of
CHC,  and  their present rate of compensation.  CHC has  made  no
commitment, oral or written and whether or not enforceable, which
would  bind or purport to bind Rx Medical, concerning the  future
employment or compensation of any of such employees.   Except  as
set  forth in Exhibit 2.26, there are no termination benefits  or
amounts due and owing under the terms of any employment agreement
as  a  result  of a change in control of CHC as a result  of  the
transactions contemplated by this Agreement.

          2.27  Benefit Plans. Except as set forth in Exhibit 2.27 of
the  Exhibit  Volume,  CHC  has not  established,  maintained  or
contributed  to,  or maintain or contribute to,  or  proposed  to
establish,  maintain or contribute to, any employee benefit  plan
as  defined  in  Section 3(3) of the Employee  Retirement  Income
Security  Act of 1974, as amended ("ERISA"). Except as set  forth
in  Exhibit  2.27,  CHC  has no other plan,  trust  agreement  or
arrangement        for        any        bonus,        severance,
<PAGE>

     hospitalization, vacation, deferred compensation, pension or
profit-sharing, retirement, payroll savings, stock option,  group
insurance, self-insurance, death benefit, fringe benefit, welfare
or  any other employee benefit plan or fringe benefit arrangement
of  any  nature  whatsoever, including  those  benefiting  former
employees (collectively, the "Employee Benefit Plans").   CHC  is
and  shall  remain,  both  before  and  after  the  Closing,   in
compliance  with  those  provisions of the  Consolidated  Omnibus
Budget  Reconciliation  Act  of 1985  that  relate  to  continued
coverage under the Employee Benefit Plans.

          2.28  Environmental Matters. To the best knowledge of CHC:
(i)  CHC  has  not  produced,  used,  handled  disposed  of,   in
connection  with  the  operation of its business,  any  hazardous
substances  or  hazardous wastes nor has CHC  dumped,  buried  or
otherwise disposed of or stored any such substances or wastes  on
the property on which its operations are is located, in each case
except  in  accordance  with the Environmental  Requirements  (as
defined  below); (ii)  CHC is in compliance with all requirements
relating  to its operations under federal, state, or  local  laws
relating to pollution or protection of the environment, including
laws  relating  to emissions, discharges, releases or  threatened
releases  of  pollutants, contaminants,  or  hazardous  or  toxic
substances, materials or wastes into ambient air, surface  water,
ground water, or land, or otherwise relating  to the manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,
transport, or handling of pollutants, contaminants, or  hazardous
or   toxic   substances,   materials  or  wastes   (collectively,
"Environmental  Requirements"); (iii) CHC is not  required  under
applicable requirements of federal, state or local laws, rules or
regulations  to  register  any products or  materials,  including
underground   storage   tanks;   and   (iv)   no   investigation,
administrative  order,  consent  order,  lien,  super   lien   or
agreement, litigation or settlement with respect to any hazardous
substance  of any kind located on or under all or any portion  of
any  premises which have been leased or owned by CHC  exists,  is
pending or, is proposed or threatened in writing with respect  to
any  premises  leased or owned by CHC. For the  purpose  of  this
Section,   "hazardous  substances",  "hazardous  materials"   and
"hazardous  waste"  refer  to  such  terms  as  defined  in   the
Comprehensive  Environmental Response Compensation and  Liability
Act,  as amended, 42 U.S.C. Section 9601 et seq., and regulations
thereunder,  the  Resource Conservation  and  Recovery  Act;  and
applicable   federal,  state  and  local   laws   pertaining   to
environmental regulations.


<PAGE>

          2.29  Third-Party Payment Contracts, Cost Reports.

          (a)  CHC has filed on a timely basis all claims, cost reports
          or annual filings required to be filed to secure payment under
          Medicare and Medicaid Programs.  To the best knowledge of CHC: (i)
          all services provided by CHC have been provided pursuant to valid
          physician orders; (ii) all billings by CHC to third-party payors,
          including, but not limited to, those under the Medicare Amendments
          to the Social Security Act, as amended, and the regulations
          promulgated pursuant thereto, Medicaid Programs and private
          insurance companies, are true and correct in all material respects
          and are in compliance in all material respects with all applicable
          laws and regulations and the policies of such third-party payors;
          and (iii) there are no outstanding, pending or threatened negative
          adjustments, recoupments or deficiencies pertaining to the cost
          reports or claims of CHC and there are no existing Medicare or
          Medicaid compliance deficiencies otherwise with respect of the
          conduct of CHC's business such as, but not limited to, licensing,
          audit, and quality assurance requirements.


          (b)  To the best knowledge of CHC, none of the officers,
          directors, employees or agents of CHC, on behalf of or for the
          benefit of CHC, directly or indirectly, has: (i) offered or paid
          any amount to, or made any financial arrangement with any of the
          past or present customers or potential customers of CHC in order
          to obtain business from such customers other than standard pricing
          or discount arrangements consistent with proper business practices
          and consistent with all applicable laws; (ii) given, or agreed to
          give, or is aware that there has been made, or that there is an
          agreement to make any gift or gratuitous payment of any kind,
          nature or description (whether in money, property or services) to
          any past or present customer, supplier, source of financing,
          landlord, sub-tenant, licensee or anyone else at any time which
          was not legal under applicable law; (iii) made, or has agreed to
          make, or is aware that there is any agreement to make any
          political payments not legal under applicable law or gifts of
          their respective funds or property to or for the private use of
          any governmental official, employee or agent where either the
          payment or the purpose of such contribution, payment or bill
          relates to the business of CHC and is illegal under the laws of
          the United States, any state thereof or any other jurisdiction
          (foreign or domestic); or (iv) made, or has agreed to make, or is
          aware that there have been, or that there is any agreement to
          make,  any payments to any person with the intention  or
          understanding that any part of such payment was to be used
          directly or indirectly for the benefit of any past or present
          customer, employee, supplier or landlord of CHC, or for any
          purpose other than that reflected in the documents supporting the
          payments and was not legal under applicable law when made.


<PAGE>

           2.30   Patients. CHC has no reason to believe that  its
patients  for whom reimbursement has been received from  Medicare,
Medicaid  or  other  third party payors did  meet  the  applicable
eligibility standards.  To its best knowledge, CHC has  filed  all
financial and medical documentation required to be filed  therefor
and  such records are, as of the date hereof, and will be,  as  of
the  Closing  Date, true, accurate, complete and  current  in  all
material respects.

          2.31  Questionable Payments. To the best knowledge of CHC,
neither  CHC  nor  any  of CHC's current or  former  stockholders,
directors, officers, agents, employees or other persons associated
with  or  active  on behalf of CHC, has on behalf  of  CHC  or  in
connection  with  its business, (i) used any corporate  funds  for
unlawful  contributions, gifts, entertainment  or  other  unlawful
expense  related to political activity, (ii) made  any  direct  or
indirect  unlawful  payments  to foreign  or  domestic  government
officials  or  employees from corporate funds, (iii) violated  any
provision  of  the  Foreign Corrupt Practices Act  of  1977,  (iv)
established  or  maintained any unlawful  or  unrecorded  fund  of
corporate monies or other assets, (v) made any false or fictitious
entries  on  the  books and records of CHC, or made  any  unlawful
bribe,  rebate,  payoff,  influence  payment,  kickback  or  other
unlawful  payment of any nature, or (vi) offered, paid,  solicited
or  received any remuneration in violation of Medicare or Medicaid
Programs  including, without limitation, the Medicare and Medicaid
Anti-Kickback Act.

          2.32  Certain Representations With Respect to Smith County
Hospital.

          (a)  Smith County Hospital (the "Hospital"), leased by CHC
          Management,  is licensed by the Mississippi Department of Health
          as an acute hospital authorized to operate 30 beds in its existing
          facilities located in Raleigh, MS. To CHC's knowledge, except as
          set forth in Exhibit 2.32(a)-1 of the Exhibit Volume, the Hospital
          is presently in compliance with all the terms, conditions and
          provisions of such license.  Exhibit 2.32(a)-2 of the Exhibit
          Volume is a copy of such license.

          (b)  The Hospital has current contractual arrangements with
          Blue Cross.  A copy of its existing Blue Cross contract is
          included as Exhibit 2.32(b) of the Exhibit Volume; and to CHC's
          knowledge, the Hospital is presently in com\pliance with all of
          the terms, conditions and provisions of such contract.

          (c)  The Hospittal is qualified for participation in the
          Medicare Program.  A copy of its existing Medicare contract is
          included as Exhibit 2.32(c) of the Exhibit Volume; and to CHC's
          knowledge, the Hospital is presently in compliance with all of the
          terms, conditions and provisions of such contract.


<PAGE>
     
          (d)   The Hospital is qualified for participation in the
          Medicaid  program.   A  copy of  its  existing  Medicaid
          contract  is included as Exhibit 2.32(d) of the  Exhibit
          Volume;   and  to  CHC's  knowledge,  the  Hospital   is
          presently  in compliance with all the terms,  conditions
          and provisions of such contract.

          (e)  Except as set forth in Exhibit 2.32(f) of the Exhibit
          Volume, CHC has  received no written notification that the
          Hospital is in violation of local building codes, ordinances or
          zoning laws.

          (f)  Included as Exhibit 2.32(f) to the Exhibit Volume is a
          copy of the surveys of the Hospital by the Tennessee Department of
          Health after January 1, 1994.

          (g)  Included as Exhibit 2.32(g) of the Exhibit Volume are
          the by-laws of the Medical Staff of the Hospital.

           2.33  No Finders or Brokers. Neither CHC or any of  its
subsidiaries  nor any officer or director of CHC  or  any  of  its
subsidiaries  has engaged any finder or broker in connection  with
the transactions contemplated hereunder.

          2.34  Minute Books. The minute books of CHC, as previously
made  available  to  Rx  Medical, contain  complete  and  accurate
records of all meetings and accurately reflect all other corporate
action  of  the respective stockholders and board of directors  of
CHC.

          2.35  Competitive Interests. To the best knowledge of CHC,
none  of its stockholders and no affiliate of any stockholder  has
any  direct or indirect interest of any kind in any business which
is competitive with or engages in any actual or potential business
transactions with CHC.

           2.36  Authority; Binding Effect. CHC has full power and
authority  to  enter  into  this Agreement  and,  subject  to  the
convening   of  a  stockholders'  meeting  and  the  approval   of
stockholders  as  required by Mississippi law, to  carry  out  the
transactions contemplated hereby.  The Board of Directors  of  CHC
has  taken  all  action required by law and by CHC's  Articles  of
Incorporation   and  by-laws,  or  otherwise,  to  authorize   the
execution  and  delivery of this Agreement  and  the  transactions
contemplated hereby.  The execution, delivery, and performance  of
this Agreement constitutes the valid and binding agreement of  CHC
enforceable in accordance with its terms (except as the  same  may
be  restricted,  limited  or delayed by applicable  bankruptcy  or
other  laws  affecting creditors' rights generally  and  equitable
principles generally).

          2.37 Misleading Statements. To the best knowledge of CHC,
none of the information concerning CHC contained in this Agreement
(including,   without  limitation,  the  preamble  hereto),    the
Financial Statements, the Exhibits in the Exhibit Volume or in the
documents           to          be          delivered           by
<PAGE>

      CHC at or prior to Closing contains or will, when delivered,
contain  any untrue or misleading statements of material  fact  or
omits or will, when delivered, omit any material fact or statement
necessary  to make the other facts or statements set forth  herein
or therein not material misleading.  There is no fact known to CHC
which has not been disclosed to Rx Medical which has, or so far as
CHC  can  now  reasonably foresee, will have  a  material  adverse
effect  on  CHC,  its operations, assets, prospects  or  Financial
Statements.

          2.38  Representations and Warranties Deemed to be Repeated at
Effective  Date  of Merger. CHC's representations  and  warranties
contained  in  this Agreement shall be deemed to  have  been  made
again  at  and  as of the Effective Date and shall then  be  true,
accurate and complete in all material respects.

      ARTICLE  3 REPRESENTATIONS AND WARRANTIES OF RX MEDICAL  AND
ACQUISITION CORP

           Rx  Medical  and Acquisition Corp hereby represent  and
warrant as follows:

          3.1 Organization and Standing of Rx Medical and Acquisition
Corp.  Rx  Medical  and  Acquisition Corp  are  corporations  duly
organized, validly existing and in good standing under the laws of
the  states  of  Nevada and Mississippi, respectively;  have  full
corporate power and authority to conduct their businesses  as  now
being  conducted;  and are duly qualified to do business  in  each
jurisdiction in which the nature of the property owned  or  leased
or  the  nature of the businesses conducted by them requires  such
qualification.

          3.2  Financial Statements. Rx Medical has delivered to CHC a
copy  of  its Form 10-K to the Securities and Exchange  Commission
("SEC")  for  the  year  ended December 31, 1994,  containing  the
consolidated balance sheets of Rx Medical and its subsidiaries  at
December  31, 1994, December 31, 1993 and December 31,  1992,  and
the  related  consolidated statement of operations,  stockholders'
equity  and cash flows for the year then ended, together with  the
opinion  thereon of Grant Thornton (with respect to  December  31,
1993  and  1994) and Ernst & Young (with respect to  December  31,
1992), certified public accountants; and a copy of its Form  10-Qs
filed with the SEC for the quarter ended March 31, 1995 containing
the  unaudited consolidated balance sheets of Rx Medical  and  its
subsidiaries  as  of  March  31,  1995  and  1994  and   unaudited
consolidated  statement of operations for the  three  months  then
ended  on  each such date, accompanied by Management's  Discussion
and  Analysis of the Quarterly Consolidated Statements of Earnings
(the  audited and unaudited financial statements and  the  related
notes being herein called "Rx Medical Financial Statements").  The
Rx  Medical  Financial Statements are true, complete and  accurate
and present fairly the assets, liabilities and financial condition
of  Rx  Medical  and its subsidiaries as at the  respective  dates
thereof and the results of their operations for the periods  ended
at   the   respective   dates  thereof  prepared   in   conformity
<PAGE>

      with generally accepted accounting principles applied  on  a
consistent basis throughout the periods involved, except as stated
in the unaudited portion of the Rx Medical Financial Statements.
     
            3.3   Capitalization.  As  of  the  date  hereof,  the
authorized  capital stock of Rx Medical consists of (i) 25,000,000
shares  of  Rx Common Stock, of which 8,779,511 shares are  issued
and  outstanding, and 5,710,339 shares are reserved  for  issuance
upon  the  exercise  of stock options held by current  and  former
directors,  officers,  employees  and  consultants,  exercise   of
warrants and conversion of series of Rx preferred stock other than
the  Rx  Preferred Stock, (ii)  20,000,000 shares of Rx  preferred
stock other than the Rx Preferred Stock, of which 1,890,767 shares
are  issued  and  outstanding, and (iii) 1,100,000  shares  of  Rx
Preferred  Stock,  of which no shares are issued and  outstanding.
Except  as  set  forth above, there are (A) no shares  of  capital
stock or other equity securities of Rx Medical outstanding, (B) no
other  outstanding  options, warrants or  rights  to  purchase  or
acquire,  or securities or rights convertible into or exchangeable
for,  shares of capital stock of Rx Medical and (C) no  contracts,
commitments, understandings or arrangements by which Rx Medical is
obligated  to  issue  additional shares of its  capital  stock  or
options,  warrants or rights to purchase or acquire any additional
shares of its capital stock.  The shares of Rx Preferred Stock and
Rx Common Stock to be issued or transferred in connection with the
consummation  of  the transactions contemplated hereby  have  been
duly authorized and, upon the issue or transfer in accordance with
the  terms  of this Agreement, will be validly issued, fully  paid
and nonassessable.

          3.4  Subsidiaries. Except as set forth on Exhibit 3.4 to the
Exhibit  Volume, Rx Medical does not own, directly or  indirectly,
any  capital  stock or other equity participation  in  or  of  any
corporation,  association, joint venture or  other  legal  entity.
Exhibit  3.4  to  the  Exhibit  Volume  sets  forth  Rx  Medical's
ownership and voting interest in each such entity.

          3.5  Absence of Certain Changes. Since March 31, 1995, there
has  not  been  any change in the assets, liabilities or financial
condition  of  Rx Medical and its subsidiaries other than  changes
which,  in  the aggregate, have not been materially adverse;   any
material  adverse  change in the business of Rx  Medical  and  its
subsidiaries;  or  any  damage,  destruction,  casualty  or   loss
materially and adversely affecting the business or property of  Rx
Medical and its subsidiaries.

          3.6  Authority; Binding Effect. Rx Medical and Acquisition
Corp  have  corporate power to execute and deliver this  Agreement
and consummate the transactions contemplated hereby and have taken
(or  by  the Closing Date will have taken) all action required  by
law,  their  Articles of Incorporation, by-laws  or  otherwise  to
authorize such execution and delivery and the consummation of  the
transactions  contemplated hereby. The  execution,  delivery,  and
performance  of this Agreement constitutes the valid  and  binding
agreement  of  Rx  Medical  and Acquisition  Corp  enforceable  in
accordance  with its terms (except as the same may be  restricted,
limited  or  delayed  by  applicable  bankruptcy  or  other   laws
affecting creditors' rights generally and except as to the  remedy
of  specific performance which may not be available under the laws
of various jurisdictions).

<PAGE>

           3.7   No  Finders or Brokers. Neither  Rx  Medical  nor
Acquisition  Corp nor any officer or director thereof has  engaged
any   finder   or  broker  in  connection  with  the  transactions
contemplated hereunder.

          3.8  Defaults. Except as set forth in Exhibit 3.8 to the
Exhibit Volume, to Rx Medical's knowledge, neither Rx Medical  nor
any  of  its subsidiaries is in default under, nor has  any  event
occurred which, with the lapse of time or action by a third party,
could   result  in  a  default  under,  any  outstanding  material
indenture, mortgage, contract or agreement to which Rx Medical  or
any  of its subsidiaries is a party or by which Rx Medical or  any
of  its  subsidiaries may be bound or under any provision  of  the
Articles of Incorporation or by-laws of Rx Medical or any  of  its
subsidiaries.  The  execution, delivery and  performance  of  this
Agreement and the consummation of the transactions contemplated by
this  Agreement will not  violate any provision of, or  result  in
the  breach  of,  or  constitute a  default  under,  any  law  the
violation  of  which would result in a material  liability  to  Rx
Medical and its subsidiaries considered as a whole, or any  order,
writ,  injunction or decree of any court, governmental  agency  or
arbitration  tribunal;  constitute a violation  of  or  a  default
under,  or a conflict with, any term or provision of the  Articles
of   Incorporation  or  by-laws  of  Rx  Medical  or  any  of  its
subsidiaries  or  any  material contract,  commitment,  indenture,
lease or other agreement, or any other restriction of any kind  to
which Rx Medical or any of its subsidiaries is a party or by which
it is bound; or cause, or give any party grounds to cause (with or
without notice, the passage of time or both) the maturity  of  any
material  liability  or obligation of Rx Medical  or  any  of  its
subsidiaries to be accelerated, or increase any such liability  or
obligation.

          3.9  Pending Litigation. Except as set forth in Exhibit 3.9
and  more  fully described in Rx Medical's Form 10-K for the  year
ended  December 31, 1994, and its Form 10-Q for the  three  months
ended March 31, 1995, there are no proceedings pending or, to  the
knowledge  of  Rx  Medical, threatened, against  or  affecting  Rx
Medical  or  any of its subsidiaries in any court  or  before  any
governmental  authority  or arbitration board  or  tribunal  which
involve the possibility of materially and adversely affecting  the
properties,  business, prospects, profits or condition  (financial
or  otherwise) of Rx Medical or any of its subsidiaries considered
as  a whole.  Rx Medical shall promptly notify CHC of any material
lawsuits,   claims,  proceedings  or  investigations   which   are
commenced  against either it or Acquisition Corp or any  Affiliate
thereof between the date of this Agreement and the Closing Date.

          3.10  Court Orders, Decrees and Laws. Except as set forth in
Exhibit  3.10 and more fully described in Rx Medical's  Form  10-K
for  the  year ended December 31, 1994, and its Form 10-Q for  the
three  months  ended March 31, 1995: (i) there is not  outstanding
or,  to  Rx  Medical's  knowledge,  threatened  any  order,  writ,
injunction  or  decree  of  any  court,  governmental  agency   or
arbitration tribunal against or affecting Rx Medical or any of its
subsidiaries  or  any  of their assets which  would  significantly
interfere with their ability to conduct their businesses; (ii)  to
Rx  Medical's  knowledge, Rx Medical and its subsidiaries  are  in
compliance  with  all applicable federal, state  and  local  laws,
<PAGE>

      regulations and administrative orders which are material the
business of Rx Medical and its subsidiaries; (iii) no governmental
authorities   are   presently  conducting  any  investigation   or
proceeding against Rx Medical or any of its subsidiaries and  (iv)
to  Rx Medical's knowledge, no such investigation or proceeding is
pending or being threatened.

           3.11   Taxes. Except as set forth in Exhibit 3.11,  all
federal,  state  and  other tax returns  of  Rx  Medical  and  its
subsidiaries  required by law to be filed have been timely  filed,
and  Rx Medical and its subsidiaries have paid or provided for all
taxes   (including   taxes  on  properties,  income,   franchises,
licenses,  sales and payrolls) which have become due  pursuant  to
such  returns or pursuant to any assessment, except for any  taxes
and assessments of which the amount, applicability or validity  is
currently being contested in good faith by appropriate proceedings
and with respect to which Rx Medical and its subsidiaries have set
aside  on  its books reserves deemed to be adequate.  The  amounts
set  up  as  provisions  for  taxes on the  Rx  Medical  Financial
Statements  are sufficient for the payment of all unpaid  federal,
state,  county  and local taxes accrued for or applicable  to  the
period  then  ended  and all periods prior thereto  for  which  Rx
Medical  or any of its subsidiaries may be liable, except for  any
taxes  and  assessments  of  which the  amount,  applicability  or
validity is currently being contested in good faith by appropriate
proceedings  and  with  respect  to  which  Rx  Medical   or   its
subsidiary,  as  the  case may be, has  set  aside  on  its  books
reserves deemed to be adequate.  There are no tax liens on any  of
the property of Rx Medical or any of its subsidiaries except those
with  respect to taxes not yet due and payable and except for  any
taxes  and  assessments  of  which the  amount,  applicability  or
validity is currently being contested in good faith by appropriate
proceedings  and  with  respect  to  which  Rx  Medical   or   its
subsidiary,  as  the  case may be, has  set  aside  on  its  books
reserves  deemed to be adequate.  Rx Medical and its  subsidiaries
have  withheld from each payment made to employees the  amount  of
all taxes (including, but not limited to, federal, state and local
income   taxes  and  Federal  Insurance  Contribution  Act  taxes)
required  to  be  withheld therefrom and all  amounts  customarily
withheld   therefrom,  and  have  set  aside  all  other  employee
contributions  or payments customarily set aside with  respect  to
such  wages  and  have  paid or will pay  the  same  to,  or  have
deposited  or  will  deposit such payment  with,  the  proper  tax
receiving officers or other appropriate authorities.

          3.12 Labor Matters. To Rx Medical's knowledge, Rx Medical and
its  subsidiaries are in compliance with all applicable  laws  and
agreements  respecting employment and employment practices,  terms
and  conditions  of employment and wages and hours,  and  are  not
engaged  in any unfair labor practice.  There is no labor  strike,
dispute, slowdown or stoppage actually pending or, to Rx Medical's
knowledge, threatened against or affecting Rx Medical  or  any  of
its  subsidiaries which materially adversely affects the  business
of Rx Medical and its subsidiaries taken as a whole.  No grievance
which  might have a material adverse effect on Rx Medical and  its
subsidiaries  or the conduct of their businesses considered  as  a
whole is pending.


<PAGE>

          3.13  Exchange Act ReportsExcept as set forth in Exhibit
3.13, Rx Medical has timely filed all reports required to be filed
by   13  or 15(d) of the 1934 Act for the 12 months preceding  the
date  hereof.  As of their respective dates, each report or  other
statement required to be filed thereunder complied in all material
respects  with  the  rules  and  regulations  promulgated  by  the
Securities  and  Exchange  Commission and  none  of  such  reports
contains any untrue statement of a material fact or omits to state
a material fact required to be stated therein in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.
     
          3.14  Potential Liability under Stark Act. The potential
liabilities of Rx Medical are disclosed in the opinion of auditors
contained  in  the Company's Annual Report on Form  10-K  for  the
fiscal year ended December 31, 1994.  Rx Medical does not meet the
$75  million  stockholders' equity requirement of  the  OBRA  1993
amendments  to the Stark Act which, if met, would generally  allow
physician/shareholders to refer patients, and it is unlikely  that
Rx  Medical  will  meet this threshold in the foreseeable  future.
Since   January  1,  1995  and  continuing  through  the  present,
physicians who hold investment interests in Rx Medical  have  made
referrals  to facilities owned by Rx Medical and its subsidiaries.
Only a relatively small number of physicians who refer Medicare or
Medicaid  business  to  Rx Medical also own  common  stock  of  Rx
Medical, and the volume of business represented by these referring
physician/shareholders  accounts  for  less  than  7%   of   total
revenues.  That notwithstanding, management of Rx Medical believes
that  Rx  Medical's failure to qualify for the Stark Act exception
may  have  a  material  adverse impact on the business,  financial
condition, cash flows and results of operations of Rx Medical.  Rx
Medical  is taking steps to notify physician/shareholders  of  the
requirements  of  the Stark Act and to monitor its  operations  so
that  physician/shareholder  referrals  are  no  longer  accepted.
However,  there can be no assurance that Rx Medical will,  in  all
instances, be able to prevent the referral of Medicare or Medicaid
business    to    facilities    owned    by    Rx    Medical    by
physician/shareholders.

          3.15 Disclosure. No representations and warranties by Rx
Medical  in  this Agreement and no statement in this Agreement  or
any  document or certificate furnished or to be furnished  to  CHC
pursuant  hereto contains or will contain any untrue statement  or
omits or will omit to state a fact necessary in order to make  the
statements  contained  therein not  misleading.   Rx  Medical  has
disclosed  to  CHC all facts known to Rx Medical material  to  the
assets,  liabilities,  business  operations  and  property  of  Rx
Medical  and  its  subsidiaries. There are no facts  known  to  Rx
Medical not yet disclosed which would materially adversely  affect
the future operations of Rx Medical and its subsidiaries.

          3.16  Representations and Warranties Deemed to be Repeated at
Time  of  Merger.  Rx  Medical's  representations  and  warranties
contained  in  this Agreement shall be deemed to  have  been  made
again  at  and  as of the Effective Date and shall then  be  true,
accurate and complete in all material respects.


<PAGE>

     ARTICLE COVENANTS OF RX MEDICAL

          Rx Medical hereby covenants and agrees as follows:

          4.1 Acquisition Corp. Prior to the Closing Date, Rx Medical
shall  provide Acquisition Corp with a sufficient number of shares
of Rx Medical Common and Preferred Stock and cash for distribution
to the Shareholders in accordance with this Agreement.
     
          4.2 Listing

               (a) Common Stock.  As soon as practicable after the
          Closing, and in any event within 180 days after the Closing, Rx
          Medical shall take all steps necessary to list on the American
          Stock Exchange the 250,002 shares of Rx Medical Common Stock which
          Rx Medical is required to issue as contemplated by Section 1.2(b)
          of this Agreement and shall have caused the issuance of the Rx
          Medical Common Stock Rx Medical is obligated to issue under this
          Agreement.  In the event Rx Medical shall not have complied with
          this  4.2(a), Rx Medical shall pay, the following amounts to the
          former minority shareholders of CHC:

                     Section 4.2 (a) Common Stock

     <TABLE>
     <CAPTION>
               CHC Shareholder/Optioneee               Amount
               <S>                           <C>
               Sam J. Lewis, Jr.                  $425,087
               C.J. Herring                           37,299
               Margaret Muse                     81,028
               Paul Black                             17,322
               Brenda Olters                           17,322
               Mike Edwards                            17,322
               Michael Lindley                         26,303

                                             $621,683
     </TABLE>

          (b)  Preferred Stock Conversion Shares.  Within 365 days
          after the Closing, Rx Medical shall take all steps necessary to
          list on the American Stock Exchange the Rx Medical Common Stock
          which is issuable upon conversion of the Rx Preferred Stock.  In
          the event Rx Medical shall not have complied with this  4.2(b),
          Rx

<PAGE>
     
          Medical  shall  pay, immediately after  such  365th  day
          against  surrender  of  the  Rx  Preferred  Stock,   the
          following   amounts  to  the  former  shareholders   and
          optionees of CHC:


               <TABLE>                
                   <CAPTION>

               CHC                       Amount
               Shareholder/Optionee

               <S>                     <C>

               Sam J. Lewis, Jr.        $1,674,465

               C. J. Herring               144,255

               Margaret Muse               324,110

               Churchill                 3,001,350
               Technologies, Inc.

               Paul Black                   71,420

               Brenda Olters                71,420

               Mike Edwards                 71,420

               Michael Lindley                    
                                            97,810

               Total                             $
                                         5,456,250
     </TABLE>

          4.3  Optional Registration of Rx Medical Common Stock. If at
any  time Rx Medical intends to file a registration statement with
the  SEC  under  the  Securities Act  of  1933,  as  amended  (the
"Securities Act") relating to the offer and sale of shares  of  Rx
Common  Stock  (other than a registration statement  that  relates
exclusively  to the registration of securities under  an  employee
stock  option,  bonus,  retirement or other compensation  plan  or
solely to the issuance of securities in connection with a business
acquisition  or  combination), Rx  Medical  shall  so  notify  the
stockholders  of  CHC  listed on the signature  page  hereto  (the
"Shareholders") or their transferees in writing of  its  intention
at  least  30  days  prior  to  the filing  of  such  registration
statement.   If  any  such  Shareholder or  its  transferee  gives
written notice to Rx Medical, within ten days of delivery of  such
notice  from Rx Medical, of his, her or its desire to have any  Rx
Medical  Shares included in such registration statement,  such  Rx
Medical  Shares  shall be so included. All legal,  accounting  and
printing  costs and all other expenses of Rx Medical in connection
with the foregoing registration shall be paid by Rx Medical.

           4.4  Mandatory Registration of Rx Medical Common Stock.
During  the  first  three months of any calendar  year  after  the
Closing Date, any Shareholder or its transferee shall be entitled,
upon  demand  in  writing,  to require  that  Rx  Medical  file  a
registration statement under the Securities Act to register all or
any  of the shares of Rx Common Stock held by such Shareholder  or
its transferee or into which any shares of Rx Preferred Stock held
by  such person is convertible, provided that the aggregate market
value  of  all such shares with respect to which such  Shareholder
and                                                          other
<PAGE>
     
       Shareholders  demand  registration  shall   be   at   least
$1,000,000.   Upon  receipt of such demand, Rx Medical  shall  use
commercially  reasonable efforts to diligently prepare,  file  and
process  to  effectiveness  a  registration  statement  under  the
Securities  Act  and thereafter to maintain the  effectiveness  of
such  registration statement until the earlier of (i) the date  on
which the last of the shares of Rx Medical Common Stock covered by
the  registration  statement have been sold and  (ii)  the  second
anniversary of the effective date of such registration.
     
           4.5  Prospectus Concerning Registration. Rx Medical, at
its sole cost and expense, will furnish to the Shareholders or the
transferees  of  such Shareholders requesting such registration  a
prospectus  (in such reasonable quantities as shall be  requested)
containing such financial statements and other information as  may
be necessary to meet the requirements of the Act and the rules and
regulations  thereunder and relating to  the   Rx  Medical  Common
Stock.

          4.6  Best Efforts to Secure Consents. Rx Medical shall use
its  best  efforts  to  secure before the  Closing  all  necessary
consents  and  approvals  needed to  satisfy  all  the  conditions
precedent to the obligations of CHC hereunder.

          4.7  Information. Rx Medical shall promptly provide to CHC
upon  reasonable  request any information or documents  reasonably
necessary for CHC or its stockholders to make an informed judgment
as   to   the   advisability  of  consummating  the   transactions
contemplated   hereby   or  to  verify  the  representations   and
warranties of Acquisition Corp herein.  Until the Closing Date  Rx
Medical  shall  notify CHC of any matter which may  be  materially
adverse  to Rx Medical and its subsidiaries considered as a  whole
and shall keep CHC fully informed of such events.

          4.8  Corporate Action. Rx Medical and Acquisition Corp will
take  all  necessary corporate and other action and use  its  best
efforts  to  obtain  all  consents, approvals  and  amendments  of
agreements   required  of  them  to  carry  out  the  transactions
contemplated  by  this  Agreement and to  satisfy  the  conditions
specified herein.

           4.9  Handling of Documents. With respect to information
provided  by CHC pursuant to this Agreement prior to the  Closing,
Rx  Medical  and Acquisition Corp shall keep all such  information
confidential  which  is not in the public domain,  except  to  the
extent  that  such information (i) becomes generally available  to
the  public  other  than as a result of a disclosure  directly  or
indirectly by Rx Medical, (ii) was known by Rx Medical on  a  non-
confidential  basis  prior to disclosure  to  Rx  Medical  by  CHC
pursuant  to  this  Agreement or (iii)  becomes  available  to  Rx
Medical on a non-confidential basis from a source (other than CHC)
which is entitled to disclose the same,  and to exercise the  same
care  in  handling  such information as they would  exercise  with
similar information of their own.


<PAGE>

     ARTICLE 5 COVENANTS OF CHC

          CHC hereby covenants and agrees as follows:

           5.1  Access and Information. Between the date  of  this
Agreement  and  the Effective Date; CHC will:  (i) provide  to  Rx
Medical  and  its  officers,  attorneys,  accountants  and   other
representatives, during normal business hours, or otherwise if  Rx
Medical  deems  necessary, free and full  access  to  all  of  the
properties,  assets,  agreements,  commitments,  books,   records,
accounts,  tax returns, and documents of CHC and its  subsidiaries
and  permit  them to make copies thereof; (ii) furnish Rx  Medical
and  its  representatives  with  all  information  concerning  the
business, properties and affairs of CHC and its subsidiaries as Rx
Medical  requests  and  certified by the officers,  if  requested;
(iii)  cause  the independent public accountants of  CHC  and  its
subsidiaries   to   make  available  to   Rx   Medical   and   its
representatives all financial information relating to CHC and  its
subsidiaries requested, including all working papers pertaining to
audits  and reviews made heretofore by such auditors; (iv) furnish
Rx Medical true and complete copies of all financial and operating
statements  of  CHC  and its subsidiaries; (v)  permit  access  to
customers  and suppliers for consultation or verification  of  any
information obtained by Rx Medical and use their best  efforts  to
cause such customers and suppliers to cooperate with Rx Medical in
such  consultation  and  in verifying such information;  and  (vi)
cause   their  employees,  accountants  and  attorneys   to   make
disclosure  of  all  material facts known to  them  affecting  the
financial  condition  and  business  operations  of  CHC  and  its
subsidiaries  and  to  cooperate fully  with  any  audit,  review,
investigation   or  examination  made  by  Rx  Medical   and   its
representatives, including, without limitation, with respect to:

          (a)  The books and records of CHC and its subsidiaries;

          (b)    The  reports  of  state  and  federal  regulatory
          examinations;

          (c)  Leases, contracts and commitments between CHC or any of
          its subsidiaries and any other person;

          (d)  Physical examination of the Real Property; and

          (e)  Physical examination of the Equipment and Furnishings.

          5.2  Conduct of Business. Between the date hereof and the
Effective Date, except as otherwise expressly approved in  writing
by  Rx  Medical,  CHC  and its subsidiaries  shall  conduct  their
businesses  only  in the ordinary course thereof  consistent  with
past  practice  and in such a manner that the representations  and
warranties contained in Article 2 of this Agreement shall be  true
and  correct  at and as of the Effective Date (except for  changes
contemplated, permitted or required by this Agreement) and so that
the  conditions to be satisfied by CHC at the Closing  shall  have
been
<PAGE>

     satisfied.  CHC will, consistent with conducting its business
in  accordance  with  reasonable business judgment,  preserve  the
business of CHC intact; use its best efforts to keep available  to
Rx  Medical  and  Acquisition Corp the  services  of  the  present
employees  of CHC (except those dismissed for cause or  those  who
voluntarily  discontinue their employment)  and  preserve  for  Rx
Medical  and  Acquisition  Corp the  goodwill  of  the  suppliers,
patients and others having business relations with CHC.

          5.3  Compliance with Agreement. CHC shall not undertake any
course  of action inconsistent with satisfaction of the conditions
applicable  to it set forth in this Agreement, and  shall  do  all
such  acts  and  take  all  such measures  as  may  be  reasonably
necessary   to   comply  with  the  representations,   agreements,
conditions and other provisions of this Agreement.  CHC shall give
Rx  Medical prompt written notice of any change in any information
contained in the representations and warranties made in Article  2
hereof and on the Exhibits referred to therein (provided, however,
that  such  notice shall not limit Rx Medical's rights under   7.1
hereof)  and of any condition or event which constitutes a default
of  any  covenant or agreement made in Article 5 or in  any  other
section hereof.

          5.4  Best Efforts to Secure Consents. CHC shall take the
necessary  corporate  and other action  and  shall  use  its  best
efforts  to secure before the Closing Date all necessary  consents
and  approvals required to carry out the transactions contemplated
by  the Agreement and to satisfy all other conditions precedent to
the obligations of Rx Medical and Acquisition Corp and CHC.

          5.5  Unusual Events. Until the Effective Date, CHC shall
supplement  or  amend all relevant Exhibits in the Exhibit  Volume
with respect to any matter thereafter arising or discovered which,
if  existing  or known at the date of this Agreement,  would  have
been required to be set forth or described in such Exhibits.

          5.6  Interim Financial Statements. Within 30 days after the
end  of  each  calendar  month subsequent  to  the  date  of  this
Agreement and prior to the Effective Date, CHC shall deliver to Rx
Medical  an  unaudited consolidated balance sheet of CHC  and  its
subsidiaries  as at  the end of such calendar month together  with
the   related  consolidated  statement  of  operations.  All  such
financial  statements shall fairly present the financial position,
results  of operations and changes in financial periods indicated,
in   accordance  with  generally  accepted  accounting  principles
consistently applied, except that note information may be  omitted
in  such statements, subject to normal year-end audit adjustments,
but  only if such adjustments are of a normal, recurring type  and
are not material in the aggregate.

           5.7   Departmental Violations. All notes or notices  of
violations  of law or municipal ordinances, orders or requirements
noted  in or issued by the Departments of Buildings, Fire,  Labor,
Health,  or  any  other  State  or  Municipal  Department   having
jurisdiction        against        or        affecting         the
<PAGE>

      business,  property or assets of CHC shall be complied  with
prior  to the Closing Date.  All such notes or notices, after  the
date  hereof and prior to the Closing Date, shall be complied with
by CHC prior to the Closing Date.  Upon written request, CHC shall
furnish  Rx Medical and Acquisition Corp with an authorization  to
make the necessary searches for such notes or notices.

     ARTICLE  6 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CHC

           All obligations of CHC which are to be discharged under
this  Agreement at the Closing are subject to the performance,  at
or prior to the Closing, of all covenants and agreements contained
herein  which  are to be performed by Rx Medical  and  Acquisition
Corp  at  or  prior to the Closing and to the fulfillment  at,  or
prior to, the Closing, of each of the following conditions (unless
expressly waived in writing by CHC at any time at or prior to  the
Closing):

           6.1   Representations and Warranties True. All  of  the
representations and warranties made by Rx Medical and  Acquisition
Corp contained in Article 3 of this Agreement shall be true as  of
the  date  of  this Agreement, shall be deemed to have  been  made
again  at and as of the date of Closing, and shall be true at  and
as of the date of Closing in all material respects; Rx Medical and
Acquisition Corp shall have performed and complied in all material
respects  with  all  covenants  and conditions  required  by  this
Agreement to be performed or complied with by them prior to or  at
the  Closing; and CHC shall have been furnished with a certificate
of  the  President  or  any  Vice  President  of  Rx  Medical  and
Acquisition  Corp,  dated  the Closing  Date,  in  such  officer's
capacity,  certifying  to  the truth of such  representations  and
warranties  as  of  the  Closing and to the  fulfillment  of  such
covenants and conditions.

          6.2  Authority. All action required to be taken by or on the
part  of  Rx  Medical  and  Acquisition  Corp  to  authorize   the
execution,  delivery  and  performance of  this  Agreement  by  Rx
Medical  and  Acquisition  Corp and  the  Articles  of  Merger  by
Acquisition   Corp  and  the  consummation  of  the   transactions
contemplated hereby shall have been duly and validly taken by  the
Board of Directors of Rx Medical and Acquisition Corp.

          6.3  No Obstructive Proceeding. No action or proceedings
shall  have  been  instituted against, and  no  order,  decree  or
judgment   of   any  court,  agency,  commission  or  governmental
authority  shall  be subsisting against CHC, or  the  officers  or
directors of CHC, which seeks to, or would, render it unlawful  as
of  the Closing to effect the transactions contemplated hereby  in
accordance  with the terms hereof, and no such action  shall  seek
damages  in  a  material  amount by  reason  of  the  transactions
contemplated hereby.  Also, no substantive legal objection to  the
transactions  contemplated  by  this  Agreement  shall  have  been
received  from  or  threatened by any governmental  department  or
agency.


<PAGE>

          6.4  Delivery of Certain Certified Documents. At the Closing,
Rx  Medical  shall  deliver  to CHC  copies  of  the  Articles  of
Incorporation  of Rx Medical and Acquisition Corp  certified  (not
more  than  30 days prior to the Closing Date) by the  appropriate
governmental authorities and copies of resolutions of  the  Boards
of Directors of Rx Medical and Acquisition Corp and the consent of
Rx  Medical as the sole stockholder of Acquisition Corp, certified
by  the  secretary  or  assistant  secretary  of  Rx  Medical  and
Acquisition  Corp  approving  and authorizing  the  execution  and
delivery   of   this  Agreement  and  the  consummation   of   the
transactions contemplated hereby.

          6.5  Approval by Stockholders of CHC. The stockholders of CHC
shall  have approved the Merger in accordance with the Mississippi
Business Corporation Act.

          6.6  Proceedings and Documents Satisfactory. All proceedings
in  connection with the transactions contemplated hereby  and  all
certificates  and  documents delivered to  CHC  pursuant  to  this
Agreement shall be satisfactory in form and substance to  CHC  and
its counsel acting reasonably and in good faith.

          6.7  No Agency Proceedings. There shall not be pending or, to
the  knowledge of Rx Medical, threatened, any claim, suit,  action
or  other  proceeding brought by a governmental agency before  any
court or governmental agency, seeking to prohibit or restrain  the
transactions contemplated by this Agreement or material damages in
connection therewith.

      ARTICLE  7  CONDITIONS PRECEDENT TO THE  OBLIGATIONS  OF  RX
MEDICAL AND ACQUISITION CORP

          All obligations of Rx Medical and Acquisition Corp which
are  to  be  discharged under this Agreement at  the  Closing  are
subject  to  the performance, at or prior to the Closing,  of  all
covenants  and  agreements  contained  herein  which  are  to   be
performed by CHC at or prior to the Closing and to the fulfillment
at  or  prior  to the Closing of each of the following  conditions
(unless  expressly waived in writing by Rx Medical and Acquisition
Corp at any time at or prior to the Closing):

          7.1  Representations and Warranties True; Right of Offset.

           (a)   All of the representations and warranties of  CHC
contained in Article 2 of this Agreement shall be true and correct
as  of  the  date of this Agreement, shall be deemed to have  been
made again at and as of the Closing, and shall be true and correct
at  and as of the date of Closing (without taking into account any
disclosures  made  by  CHC  to  Rx Medical  and  Acquisition  Corp
pursuant  to   5.5 hereof).  CHC shall have performed or  complied
in  all  material  respects  with  all  covenants  and  conditions
required by this Agreement to be performed or complied with by  it
prior to or at the Closing.  Rx Medical and Acquisition Corp shall
be  furnished  with  a certificate of the President  or  any  Vice
President  of  CHC,  dated  the Closing  Date,  in  such  person's
corporate                                                capacity,
<PAGE>

      certifying to the truth and accuracy of CHC's representaions
and  warranties  as  of  the  time  of  the  Closing  and  to  the
fulfillment of such covenants and conditions.  For the purposes of
this   7.1  only, CHC shall have breached its representations  and
warranties  hereunder (and shall be deemed not  to  have  complied
with the covenants and conditions to be performed or complied with
by   CHC   hereunder)  if  such  breach  results  in   undisclosed
liabilities,  claims,  obligations,  causes  of  action,   losses,
damages  or  expenses  (collectively,  the  "Losses"),  determined
within  six  (6)  months after the Effective Date,  in  excess  of
$500,000.

           (b)   Rx  Medical shall have a right of offset  in  the
amount of the Losses against the shares of Common Stock underlying
the Preferred Stock.  The amount of the offset shall be determined
by  (i) dividing the amount of the Losses by the Market Value  per
share  of  the  Common Stock (as defined in Appendix 1.2  attached
hereto  on  the date immediately preceding the date on which  this
right  of offset shall be effected), and (ii) reducing the  number
of  shares  of  Common  Stock  issuable  upon  conversion  of  the
Preferred Stock by the resulting number of shares of Common  Stock
derived in (i) hereof.

          7.2  No Obstructive Proceeding. No action or proceedings
shall  have  been  instituted against, and  no  order,  decree  or
judgment   of   any  court,  agency,  commission  or  governmental
authority shall be subsisting against Rx Medical, Acquisition Corp
or  the  officers or directors of Rx Medical or  Acquisition  Corp
which  seeks to restrain, or would render it unlawful  as  of  the
Closing  to  effect,  the  transactions  contemplated  hereby   in
accordance  with the terms hereof, and no such action  shall  seek
damages  in  a  material  amount  by  reason  of  the  transaction
contemplated hereby.  Also, no substantive legal objection to  the
transactions  contemplated  by  this  Agreement  shall  have  been
received  from  or  threatened by any governmental  department  or
agency.

          7.3  Proceedings and Documents Satisfactory. All proceedings
in  connection with the transactions contemplated hereby  and  all
certificates and documents delivered to Rx Medical and Acquisition
Corp pursuant to this Agreement shall be satisfactory in form  and
substance to Rx Medical and its counsel acting reasonably  and  in
good faith.

          7.4  No Adverse Change. From the date of this Agreement until
the Closing, the operations of CHC and its subsidiaries shall have
been  conducted in the ordinary course of business consistent with
past  practice  and from the date of the CHC Financial  Statements
until  the  Closing;  no event shall have occurred  or  have  been
threatened  which has or would have a material and adverse  affect
upon the financial condition, assets, liabilities, operations, net
worth,  prospects  or business of CHC or any of its  subsidiaries;
and CHC and its subsidiaries shall have not sustained any loss  or
damage  to their assets, whether or not insured, or union activity
that  affects  materially and adversely their ability  to  conduct
their businesses.


<PAGE>
     
           7.5   Approval by Stockholders of CHC. The stockholders
of  CHC  shall  have  approved the Merger in accordance  with  the
Mississippi Business Corporation Act.

          7.6  Delivery of Certain Documents. At the Closing, CHC shall
have   delivered  to  Rx  Medical  copies  of  the   Articles   of
Incorporation of CHC and its subsidiaries certified (not more than
30 days prior to the Closing Date) by the appropriate governmental
authorities and copies of resolutions of the stockholders  of  CHC
and  of  the Board of Directors of CHC, certified by the secretary
of  CHC,  approving and authorizing the execution and delivery  of
this   Agreement   and  the  consummation  of   the   transactions
contemplated hereby.

           7.7   Estoppel Certificates. Rx Medical shall have such
estoppel certificates as it may deem necessary from the owners  of
the  managed  facilities  which  are  subject  to  all  management
agreements   held  by  CHC  which  reflect  that  such  management
agreements  are  valid  and  enforceable,  not  in  default,   and
otherwise  free of any material adverse contingency and  from  the
lessor  of the Smith County Hospital to the effect that the  lease
is  valid and subsisting, not in default and otherwise free of any
material adverse contingency.

          7.8 Required Consents. Rx Medical shall have received all
consents necessary to its performance of this Agreement.

     ARTICLE 8 TERMINATION

          8.1 Optional Termination. This Agreement may be terminated
and  the  transactions contemplated hereby abandoned at  any  time
prior  to the Effective Date, notwithstanding stockholder approval
as follows:

          (a)  By the mutual consent of Rx Medical and CHC; or

          (b)  By CHC, if any of the conditions set forth in Article 6
          shall not have been met by July 7, 1995; provided that CHC shall
          not be entitled to terminate this Agreement pursuant to this
          8.1(b) if CHC's willful breach of this Agreement has prevented the
          consummation of the transactions contemplated hereby; or

          (c) By Rx Medical, if any of the conditions provided  in
          Article 7 hereof have not been met by July 7, 1995; provided that
          Rx Medical shall not be entitled to terminate this Agreement
          pursuant to this  8.1(c) if Rx Medical's willful breach of this
          Agreement has prevented the consummation of the transactions
          contemplated hereby.

          8.2  Notice of Abandonment. In the event of such termination
by  either  Rx  Medical  or CHC pursuant to   8.1  above,  written
notice shall forthwith be given to the other party hereto.

<PAGE>

          8.3  Mandatory Termination. If the Closing has not occurred
by  July 7, 1995, this Agreement shall automatically terminate and
no longer be of any force or effect.

          8.4  Termination. In the event this Agreement is terminated
as  provided above,  Rx Medical and Acquisition Corp shall deliver
to  CHC  all  documents  (and copies thereof  in  its  possession)
concerning CHC and its subsidiaries previously delivered by CHC to
Rx  Medical and Acquisition Corp; and  none of the parties nor any
of their respective partners, stockholders, directors, or officers
shall  have any liability to the other party for costs,  expenses,
loss  of anticipated profits, consequential damages, or otherwise,
except for any deliberate breach of any of the provisions of  this
Agreement.

     ARTICLE 9 INDEMNIFICATION

          9.1 By CHC. CHC shall indemnify, defend, protect and hold
harmless  Rx  Medical,  Acquisition Corp,  and  their  affiliates,
promptly  upon  demand at any time and from time to time,  against
any  and  all  losses, liabilities, claims, actions, damages,  and
expenses,  including,  without limitation,  reasonable  attorneys'
fees and disbursements incurred by Rx Medical and Acquisition Corp
or  their affiliates, arising out of or in connection with any  of
the following: (a) any misrepresentation or breach of any warranty
made  by  CHC in any document, certificate or instrument delivered
by   CHC   hereunder  ("CHC  Documents");  (b)   any   breach   or
nonfulfillment of any covenant or agreement made by CHC in any  of
CHC  Documents; (c) the claims of any broker or finder engaged  by
CHC;  and  (d)  without in any manner limiting the foregoing,  any
liabilities  or  obligations of, or claims  or  causes  of  action
against,  CHC  which arose prior to the Closing Date except  those
which  are  set  forth or reserved against in  the  CHC  Financial
Statements  or are set forth in an Exhibit in the Exhibit  Volume,
or  were incurred in the ordinary course of business as heretofore
conducted  and  are  not materially adverse to the  operations  or
prospects of CHC's business.

           9.2 By Rx Medical and Acquisition Corp. Rx Medical  and
Acquisition  Corp  shall  indemnify,  defend,  protect  and   hold
harmless CHC and its affiliates, promptly upon demand at any  time
and  from  time to time, against any and all losses,  liabilities,
claims,   actions,  damages,  and  expenses,  including,   without
limitation, reasonable attorneys' fees and disbursements  incurred
by CHC or its affiliates, arising out of or in connection with any
of  the  following: (a) any misrepresentation  or  breach  of  any
warranty  made by Rx Medical or Acquisition Corp in any  document,
certificate  or instrument delivered by RX Medical or  Acquisition
Corp  hereunder  ("Rx  Medical  Documents");  (b)  any  breach  or
nonfulfillment of any covenant or agreement made by Rx Medical  or
Acquisition  Corp  in  any of the Rx Medical  Documents;  (c)  the
claims  of  any  broker  or  finder  engaged  by  Rx  Medical   or
Acquisition  Corp;  and  (d) without in any  manner  limiting  the
foregoing, any liabilities or obligations of, or claims or  causes
of  action  against, Rx Medical or Acquisition  Corp  which  arose
prior  to  the  Closing Date except those which are set  forth  or
reserved against in the Rx Medical Financial Statements or are set
forth     in     an    Exhibit    in    the    Exhibit     Volume,
<PAGE>

      or  were  incurred  in the ordinary course  of  business  as
heretofore  conducted  and  are  not  materially  adverse  to  the
operations  or  prospects of Rx Medical's  or  Acquisition  Corp's
business.

          9.3  Survival. All representations, warranties, indemnities,
covenants,  and agreements made by CHC, Rx Medical and Acquisition
Corp  in  CHC's  or Rx Medical's and Acquisition Corp's  Documents
shall  survive the closing hereof, notwithstanding any examination
or investigation made by or for any party.

          9.4  Limitations. Notwithstanding the foregoing, CHC, on the
one  hand, and Rx Medical and Acquisition Corp on the other  (CHC,
on the one hand, and Rx Medical and Acquisition Corp on the other,
are  each  sometimes hereinafter referred to in  this   9.4  as  a
"party")  shall  only  be entitled to indemnification  for  Losses
arising  out of matters referred to in this Article 9 if it  shall
have  given written notice to the other party, setting  forth  its
claim for indemnification in reasonable detail, within the earlier
of  three  years  after  the date hereof or  one  year  after  the
discovery by it of its claim for indemnification.

          9.5 Defense  An indemnified party shall promptly give written
notice  to the indemnifying party after the indemnified party  has
knowledge  that  any legal proceeding has been instituted  or  any
claim has been asserted, in respect of which, indemnification  may
be sought under the provisions of Article 9, provided that failure
to  give  such  notice  shall  not preclude  indemnification  with
respect  to such proceeding or claim except to the extent  of  any
additional  or  increased Losses directly caused by such  failure.
If  the  indemnifying party, within ten days after the indemnified
party has given such notice (or within such shorter period of time
as  an  answer or other responsive motion may be required),  shall
have acknowledged in writing its obligation to indemnify and shall
have  furnished to the indemnified party a bond, letter of credit,
escrow  or  similar arrangement in an amount equal  to  the  total
amount demanded in such claim or proceeding, then the indemnifying
party shall have the right to control the defense of such claim or
proceeding,  and  the  indemnified  party  shall  not  settle   or
compromise such claim or proceeding without the written consent of
the  indemnifying party, which consent shall not  unreasonably  be
withheld or delayed.

     ARTICLE 10 MISCELLANEOUS

           10.1 Expenses. All expenses of the preparation of  this
Agreement  and of the transactions contemplated hereby, including,
without  limitation,  counsel  fees, accounting  fees,  investment
adviser's fees and disbursements, shall be borne by the respective
parties  incurring such expense, whether or not such  transactions
are consummated.

          10.2  Notices. All notices, demands and other communications
hereunder  shall be in writing and shall be deemed  to  have  been
duly  given if delivered in person or mailed by certified mail  or
registered  mail (postage prepaid) or sent by reputable  overnight
courier service (charges prepaid):

<PAGE>

           To CHC:             Consolidated Health Corporation  of
Mississippi, Inc.
                              5550 Franklin Rd.
                              Suite 201
                              Nashville, TN 37220
                              Attention: Sam J. Lewis, Jr., CEO

          with a copy to:          H. Frederick Humbracht
                              Boult, Cummings, Conners & Berry
                              414 Union St., Suite 1600
                              Nashville, TN 38219

          and a copy to:      Churchill Technology, Inc.
                              181 Cooper Ave.
                              Tonawanda, NY 14150
                              Attention: Jerry Dennis, Esq.

          and a copy to:      Boult, Cummings, Conners & Berry
                              414 Union Street, Suite 1600
                              Nashville, TN 37219
                              Attention: John E. Gillmor

          To Rx Medical and        Rx Medical Services Corp.
           Acquisition Corp         888 East Las Olas Blvd., Suite
300
                              Ft. Lauderdale, FL 33301
                              Attention: Joseph C. Wasch, Esq.

          and a copy to:      Proskauer Rose Goetz & Mendelsohn
                              2255 Glades Road, Suite 340 West
                              Boca Raton, Fl  33431
                              Attention: Christine A. Butler

      or  to  such  other address as either CHC or Rx Medical  may
designate by notice to the other.

          10.3  Entire Agreement. pursuant hereto constitute the entire
contract  between  the parties hereto pertaining  to  the  subject
matter   hereof   and  supersede  all  prior  and  contemporaneous
agreements, understandings, negotiations and discussions,  whether
written or oral, of the parties, and there are no representations,
warranties  or other agreements between the parties in  connection
with  the subject matter hereof, except as specifically set  forth
herein.   No supplement, modification or waiver of this  Agreement
shall  be binding unless executed in writing by the parties to  be
bound thereby.

<PAGE>

          10.4  Governing Law. THE VALIDITY AND CONSTRUCTION OF THIS
AGREEMENT  SHALL  BE  GOVERNED  BY  THE  LAWS  OF  THE  STATE   OF
MISSISSIPPI  WITHOUT  REGARD TO THE CONFLICTS  OF  LAW  PROVISIONS
THEREOF.

          10.5  Legal Fees and Costs. In the event either party elects
to  incur legal expenses to enforce or interpret any provision  of
this  Agreement, the prevailing party will be entitled to  recover
such  legal  expenses,  including, without limitation,  reasonable
attorneys' fees, costs and necessary disbursements, in addition to
any other relief to which such party shall be entitled.

          10.6  CON Disclaimer. This Agreement shall not be deemed to
be  an  acquisition or obligation of a capital expenditure  or  of
funds  within the meaning of the certificate of need  law  of  any
state,  until  the  appropriate governmental agencies  shall  have
granted  a  certificate of need or other appropriate  approval  or
ruled  that  no certificate of need or other appropriate  approval
is required.

          10.7  Time. Time is of the essence for purposes of each and
every provision of this Agreement.

           10.8   Section Headings. The Section headings  are  for
reference only and shall not limit or control the meaning  of  any
provision of this Agreement.

          10.9  Waiver. No delay or omission on the part of any party
hereto in exercising any right hereunder shall operate as a waiver
of such right or any other right under this Agreement.

           10.10  Nature  and  Survival  of  Representations.  All
representations  and warranties contained in  any  certificate  or
other instrument delivered pursuant hereto by or on behalf of  CHC
or  by  or  on  behalf  of  Rx Medical,  shall  be  deemed  to  be
representations and warranties made pursuant to this Agreement  by
the delivering party.  All  representations or warranties made  by
the parties shall survive until December 31, 1996.

           10.11 Exhibits. All Exhibits, Appendices, schedules and
documents  referred  to  in  or attached  to  this  Agreement  are
integral parts of this Agreement as if fully set forth herein  and
all   statements  appearing  therein  shall  be   deemed   to   be
representations.  All items disclosed hereunder  shall  be  deemed
disclosed  only  in connection with the specific representaion  to
which they are explicitly referenced.
     
           10.12   Assignment. No party hereto shall  assign  this
Agreement without first obtaining the written consent of the other
party.

          10.13  Binding on Successors and Assigns. Subject to  10.12,
this  Agreement  shall  inure  to the  benefit  of  and  bind  the
respective  heirs, administrators, successors and assigns  of  the
parties  hereto.   Nothing  expressed  or  referred  to  in   this
Agreement   is   intended   or  shall   be   construed   to   give
<PAGE>

      any person other than the parties to this Agreement or their
respective successors or permitted assigns any legal or  equitable
right,  remedy or claim under or in respect of this  Agreement  or
any  provision  contained herein, it being the  intention  of  the
parties  to  this Agreement that this Agreement shall be  for  the
sole and exclusive benefit of such parties or such successors  and
assigns and not for the benefit of any other person.

          10.14  Parties in Interest. Nothing in this Agreement is
intended to confer any right on any person other than the  parties
to it and their respective successors and assigns, nor is anything
in  this  Agreement intended to modify or discharge the obligation
or  liability of any third person to any party to this  Agreement,
nor  shall  any  provision  give any third  person  any  right  of
subrogation or action over against any party to this Agreement.

          10.15 Amendments. This Agreement may be amended, but only in
writing,  signed by the parties hereto, at any time prior  to  the
Closing,  before  or after approval hereof by the stockholders  of
CHC,  with respect to any of the terms contained herein, but after
such  stockholder  approval,  no amendment  shall  be  made  which
reduces  the  consideration per share paid each  such  stockholder
without the further approval of such stockholders.

          10.16  Drafting Party. The provisions of this Agreement, and
the  documents  and  instruments referred  to  herein,  have  been
examined,  negotiated, drafted and revised  by  counsel  for  each
party  hereto  and no implication shall be drawn nor made  against
any party hereto by virtue of the drafting of this Agreement.

          10.17 Counterparts. This Agreement may be executed in any
number  of  counterparts, each of which shall be an original,  but
all of which together shall comprise one and the same instrument.


<PAGE>
     
           10.18  Press Releases. Rx Medical, Acquisition Corp and
CHC  shall  cooperate  with  each other in  releasing  information
concerning   this  Agreement  and  the  transactions  contemplated
hereby.   Where practicable, each of the parties to this Agreement
shall  furnish  to  the  others drafts of all  releases  prior  to
publicaion.  Nothing contained in this Agreement shall prevent any
party   to  this  Agreement  at  any  time  from  furnishing   any
information to any governmental body or agency.

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


          RX MEDICAL SERVICES CORP.



          By
          Its
          Name


          CHC ACQUISITION CORPORATION



          By
          Its
          Name


          CONSOLIDATED HEALTH CORPORATION OF MISSISSIPPI, INC.



          By
          Its
          Name

<PAGE>

                    AGREEMENT OF STOCKHOLDERS

                                     Each   of   the   undersigned
stockholders of CHC hereby:

                                         1.    Severally joins  in
               the representations of CHC contained in the above Agreement for
               Statutory Merger (the "Agreement") and agrees to be liable up to
               the extent of any consideration received by such stockholder
               pursuant to 1.2 of the Agreement for any breach of such
               representation which such stockholder knew to be false;

                     2.    Certifies that (i) such stockholder  is
               acquiring the Rx Preferred Stock and/or Common Stock for his or
               her own account, with the intent of holding such securities for
               investment, and without the intent of participating, directly or
               indirectly, in a distribution of such securities in any manner
               which would violate federal or applicable state securities laws;
               (ii) such stockholder by reason of such stockholder's or
 financial
               experience, has the capacity to protect his or her interests in
               connection with the purchase of such securities; (iii) upon
               receipt of such securities, such stockholder will be the
               respective sole beneficial owner thereof and (iv) such 
stockholder
               acknowledges that the offer and sale of such securities have not
               been and will not be accomplished or accompanied by the means of
               any form of general or public solicitations or advertisements.

                    3.   Hereby waives all rights such stockholder
               has under Article 13 of the Mississippi Business Corporation Act
               to receive payment of fair value for CHC Common or Preferred
 Stock
               held by such stockholder; and


<PAGE>

                          4.    Hereby  agrees to vote all  shares
               held  by  such stockholder in favor of  the  merger
               contemplated by the Agreement.

           IN WITNESS WHEREOF, we have executed this Agreement  of
Stockholders as of this 23rd day of June, 1995.




     Sam J. Lewis, Jr.                       Margaret Muse
      2,020 Shares of Common Stock            410 Shares of Common
Stock


                                          Churchill  Technologies,
Inc.
     Joe Herring
     100 Shares of Common Stock
                                        By
                                        Name:
                                        Title
                                         3,000  Shares  of  Common
Stock
                                         1,500 Shares of Preferred
Stock

<PAGE>

                       LIST OF APPENDICES

                              Number         Description

                                 1.2   Attributes  of  Rx  Medical
Preferred Stock

<PAGE>

                                   LIST OF EXHIBITS

                              Number         Description

                                2.2      Equity Securities of  CHC
          in addition to its capital stock
          2.3A      List of subsidiaries of CHC
          2.3B       Articles of Incorporation and Bylaws of  each
          subsidiary of CHC
          2.4       CHC Financial Statements
          2.5       CHC liabilities to insiders
     2.6       Letters of Credit
          2.7         Exceptions  to  Absence  of  Recent  Changes
          Representation
          2.9A       Recent  title  report respecting  CHC's  real
          property
          2.9B      Recent UCC report on CHC's other assets
          2.10        Copies   of  Contracts  of   CHC   and   its
          subsidiaries
          2.17      Powers of Attorney
          2.18      Guarantees
          2.19      Permits and licenses
          2.20      Litigation
          2.24       Last two federal and state income tax returns
          of CHC
          2.25      List of Insurance coverages
          2.26      List of highly compensated CHC employees
     2.27      List of CHC ERISA plans
     2.32(a)-1 Exceptions to License Compliance Representation
          2.32(a)-2 Copy of Hospital License
          2.32(b)   Blue Cross Contract
          2.32(c)   Medicare contract
          2.32(d)   Medicaid contract
          2.32(f)        Notices of zoning and other violations
          2.32(g)   Health Department Surveys
     2.32(h)   Medical Staff Bylaws

     3.4       List of Rx Medical Subsidiaries
     3.8       Rx Medical defaults
     3.9       Rx Medical litigation
     3.10      Rx Medical court orders etc.
     3.11      Exceptions to Rx Medical tax representation
       3.13        Exception   to   Rx  Medical   SEC   compliance
representation