PURCHASE AGREEMENT

         This  Agreement  (the  "Agreement")  dated as of July 14, 1997,  by and
between Oak Tree Medical  Practice,  P.C. with offices at 163-03 Horace  Harding
Expressway,  Flushing, NY 11365, (the "Provider"),  and PFS VI, Inc., a Delaware
corporation  with its offices  located at 992 Old Eagle School Road,  Suite 911,
Wayne PA 19087 ("Purchaser").

                                    RECITALS

         WHEREAS,  Purchaser is in the business of providing  working capital to
healthcare  providers by  purchasing  the patient  accounts  receivable  of such
providers; and

         WHEREAS,  the Provider has requested  Purchaser to purchase  certain of
its patient accounts receivable from time to time, upon the terms and conditions
set forth herein; and

         WHEREAS,  Purchaser  is willing to purchase  certain  patient  accounts
receivable  offered  by the  Provider  from  time to time,  upon the  terms  and
conditions set forth herein.

         NOW THEREFORE, the parties hereto intending to be legally bound hereby,
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS


Section 1.01 Definitions.

         Capitalized terms used herein shall have the following meanings:

                  (a) Advance. Seventy-five percent (75%).

                  (b)  Assignment.  The  Bill of Sale  and  Assignment  attached
                  hereto as Exhibit "A".

                  (c) Batch.  A group of Eligible  Receivables  submitted by the
                  Provider to Purchaser for purchase.

                  (d) Business Day. Any day other than (i) a Saturday or Sunday,
                  or  (ii)  a  day  on  which   banking   institutions   in  the
                  Commonwealth  of  Pennsylvania  are authorized or obligated by
                  law or executive order to be closed.

                  (e) Certificate of Participation. The certificate set forth in
                  Exhibit "C" hereto,  which represents the Provider's  interest
                  in  Purchased   Receivables  equal  to  100%  of  the  amounts
                  collected  by   Purchaser  in  excess  of  the   Participation
                  Threshold Amount.

                  (f) Claims. Any patient account receivable  presently owned or
                  hereafter   acquired  by  assignment  or  otherwise,   by  the
                  Provider, in connection with the



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                  rendition of bona fide services and related tests, or the sale
                  or  rental  of  equipment,  pharmaceuticals,   merchandise  or
                  supplies  to  patients,   in  connection   with  medical  care
                  prescribed by a licensed medical  practitioner,  for which the
                  Provider, as assignee of the patient or otherwise, is entitled
                  to  reimbursement  by law or under an  agreement  with a third
                  Party  Obligor,  together  with  all  proceeds,  accounts  and
                  general intangibles related thereto, and all rights, remedies,
                  guaranties, and security interests and liens in respect of the
                  foregoing and purchased by Purchaser  pursuant to the terms of
                  this Purchase Agreement.

                  (g) Closing  Date.  Initially,  and such  subsequent  dates on
                  which purchases are made.

                  (h) Discount  Fee. The amount  determined by  multiplying  the
                  prime rate as announced by Nations Bank or a bank  approved by
                  PFS VI from time to time plus four percent per annum times the
                  Outstanding  Purchase Amount calculated in advance and due and
                  payable at each closing and reconciled  quarterly based on the
                  average daily balance

                  (i) Eligible  Receivable.  The Third Party  Reimbursable Claim
                  portion  which meets  Purchaser  criteria for  Purchase  which
                  together  with other such  Claims  become  part of a Batch for
                  purchase by Purchaser.

                  (j) Event of Default.  Any of the events  described in Section
                  6.01 hereof.

                  (k)  Government  Programs.  The  Medicare  Program,   Medicaid
                  Program,  Title V Maternal  and Child  Health  Services  Block
                  Grant  Program,  and the Title XX Social  Services Block Grant
                  Program  or any  other  governmental  program  which  provides
                  payments to Provider for patient care services.

                  (l)   Governmental   Receivable.   Any   Eligible   Receivable
                  reimbursable by a Government Program.

                  (m) Ineligible Receivable. means a Receivable (a) with respect
                  to which all of the  representations  and warranties set forth
                  in Section 4.01(b) of this Agreement are not true and correct,
                  or (b) that  remains  unpaid by the Third  Party  Obligor  one
                  hundred  eighty  (180)  days  after  the  date  it  becomes  a
                  Purchased  Receivable,  unless  it has not been  paid due to a
                  bankruptcy, insolvency or receivership proceeding with respect
                  to the Third Party Obligor that commenced after such date.

                  (n) Lock Box Agreement.  The Lock Box Agreement referred to in
                  Section 2.01(d)(ii).

                  (o) Mandatory  Repurchase Date. Two years from the date of the
                  Initial  Closing or  subsequent  dates as effected by Provider
                  pursuant to Section 6.03.


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                  (p)  Misdirected  Collections.  The amount  defined in Section
                  5.01(d) hereof.

                  (q) Notice.  The notice addressed to Third Party Obligors from
                  the Provider set forth in Exhibit "B" hereto.

                  (r)  Obligor.  The entity  that is the  obligor on a Purchased
                  Receivable.

                  (s) Origination Fee. At the initial closing,  there will be an
                  origination fee of three percent (3%) of the first Outstanding
                  Purchase   Balance  less  $2500.00   previously  paid  and  an
                  additional  three  percent  (3%) of  incremental  increases in
                  Outstanding Purchase Balance.

                  (t) Outstanding  Purchase Amount. The Participation  Threshold
                  Amount set forth on all Assignments less amounts  collected by
                  Purchaser on all Purchased Receivables.

                  (u)  Outstanding   Balance.   The  balance  of  the  Warranted
                  Collection Value of a Purchased  Receivable or Purchased Batch
                  unpaid from time to time.

                  (v)  Participation  Threshold  Amount.  An amount equal to the
                  Advance Rate multiplied by the Warranted Collection Value.

                  (w) Periodic  Summary.  The report  summarizing the purchasing
                  activity with respect to the Provider's  Receivables  prepared
                  by Purchaser on a periodic basis.

                  (x)  Purchaser  Collection  Account.  The  account  under  the
                  control of Purchaser defined in Section 5.01(b) hereof.

                  (y)  Purchaser  Collection  Bank.  The  financial  institution
                  defined in Section 5.01(b) hereof.

                  (z)  Purchased  Batch.  means a Batch sold and assigned by the
                  Provider under the terms of this Agreement.

                  (aa)  Purchase  Commitment.  means the sum of  $10,000,000  or
                  seventy-five  percent (75%) of Warranted  Collection  Value of
                  Purchased Receivables, whichever is less.

                  (bb)  Purchase  Documents.   The  documents  relating  to  the
                  transactions  contemplated  by the  Agreement  as  defined  in
                  Section 2.01(d) hereof.

                  (cc) Purchase Date. Each date on which any Eligible Receivable
                  or Batch is  purchased  by  Purchaser  pursuant  to the  terms
                  hereof.

                  (dd)  Purchase  Price.  The amounts  described in Section 2.03
                  hereof.


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                  (ee) Purchased  Receivable.  Any Eligible  Receivable sold and
                  assigned to Purchaser by the Provider pursuant to the terms of
                  this Agreement.

                  (ff) Purchased  Receivable  File.  The documents  described in
                  Section 2.01(d) hereof.

                  (gg)  Receivable.  Any right to receive payments from Obligors
                  due on or with respect to the patient  accounts  receivable of
                  the Provider.

                  (hh) Receivables  Management Agreement.  The Agreement of even
                  date between  Provider and  Purchaser  whereby  under  certain
                  circumstances,  Purchaser  will  provide  services (as defined
                  therein) with respect to Claims.

                  (ii) Repurchase Price. The price for a Repurchased  Receivable
                  set forth in Section 2.07 hereof.

                  (jj) Repurchased Receivable. Any Receivable repurchased by the
                  Provider as defined in Section 2.07 hereof.

                  (kk) Settlement Date. The date defined in Section 2.06 hereof.

                  (ll) Substitute Receivable.  has the meaning ascribed to it in
                  Section 2.07 of this Agreement.

                  (mm) Third  Party  Obligor.  An obligor  described  in Section
                  2.01(a) hereof.

                  (nn)  UCC.  The  Uniform  Commercial  Code as in effect in the
                  applicable jurisdiction.

                  (oo) Warranted Collection Value. With respect to any Purchased
                  Batch or individual Receivable an amount equal to the expected
                  net  patient  reimbursement  value  of  all  invoices  in  the
                  Purchased Batch or of an individual Receivable, as appropriate
                  as set forth in the respective  Assignments and represented to
                  Purchaser by the Provider to be accurate.

                                   ARTICLE II

                             PURCHASE AND ASSIGNMENT

Section 2.01   Agreement to Purchase and to Assign.

                  (a)  From  time to time  and upon  the  terms  and  conditions
                  provided  herein,  the  Provider  agrees to sell and assign to
                  Purchaser as absolute owner,  and Purchaser agrees to purchase
                  from  the  Provider,  all the  Provider's  rights,  title  and
                  interest  in and to Batches of Eligible  Receivables  Provider
                  shall provide  Purchaser  with access to all books and records
                  related to the foregoing.

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                  (b) From time to time during the term of this  Agreement,  the
                  Provider   shall  submit  to  Purchaser  a  list  of  Eligible
                  Receivables   that  the  Provider  is  selling  to  Purchaser,
                  together with any information  relating  thereto  requested by
                  Purchaser.

                  (c) Purchaser  shall specify on the  Assignment  each Eligible
                  Receivable that it is purchasing from Provider and included in
                  a Batch.

                  (d) No later than five (5) Business  Days after  receipt of an
                  Assignment,   the  Provider  shall  notify  Purchaser  of  its
                  acceptance  of  the   Assignment  by  returning  one  executed
                  counterpart  of the  Assignment  together with fully  executed
                  copies  of  the  following  documents  with  respect  to  each
                  Eligible  Receivable  (collectively  such documents are herein
                  referred to as a "Purchased Receivable File"):

                           (i) A  duplicate  invoice or  electronic  file format
                           relating to each Eligible Receivable;

                           (ii) A Notice signed by the Provider and addressed to
                           each Third Party  Obligor of an  Eligible  Receivable
                           (other  than a  Governmental  Receivable),  directing
                           each Third Party  Obligor to make payment  thereof to
                           the Purchaser Lock Box.;

                           (iii) A file-stamped  acknowledgment  copy of a UCC-1
                           financing statement that names the Provider as Seller
                           and  Purchaser  as  Purchaser  or secured  party,  as
                           appropriate, that identifies the Eligible Receivables
                           as the collateral covered thereby,  that is signed by
                           the  Provider  and  Purchaser,  if  required  by  the
                           applicable  UCC,  and that  otherwise  is in form and
                           substance  appropriate  and  sufficient  and has been
                           filed  in  all  filing   offices  where  a  financing
                           statement  should be filed under the UCC to perfect a
                           security  interest  in the  Provider's  accounts  and
                           general intangibles.

                           (iv) Such  releases  or  intercreditor  agreement  as
                           Purchaser  may  require in  respect of the  Purchased
                           Receivables,  in form  and  substance  acceptable  to
                           Purchaser,  signed  by  any  and  all  third  parties
                           claiming an interest in such Purchased Receivables;

                           (v)  Such  other   documents  as  may  be  reasonably
                           requested by Purchaser.

Section 2.02 Warranted Collection Value.
         The Assignment shall also specify the Warranted  Collection Value for a
         Batch.  The Purchase Price for a Purchased  Batch shall be in an amount
         and payable as set forth in Section 2.03 below.



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Section 2.03 Payment of Purchase Price.
         At the time of the  Assignment,  Purchaser  shall pay to Provider  with
         respect to a Purchased  Batch,  (a) in immediately  available  funds an
         amount equal to the  Participation  Threshold amount minus the Discount
         Fee;  plus (b) the  residual  interest of Provider  represented  by the
         Certificate  of  Participation  (the  "COP").  The  amounts  due to the
         Provider  under  the COP  shall  be paid on the  next  Settlement  Date
         occurring  after the date of  collection.  The Purchase  Price shall be
         subject to offset against any amounts owed by the Provider to Purchaser
         under any provision of this Agreement.

         Upon the  payment  of the  amount  described  in (a) and (b)  above the
         Provider  shall  have  sold to  Purchaser  all of its  tight,  tide and
         interest in and to the Eligible Receivables  constituting such Purchase
         Batch and any  Substitute  Receivables  as  provided  in  Section  2.07
         hereof.  Purchaser  shall become the absolute  owner of such  Purchased
         Batch and of all the proceeds  thereof,  shall enjoy all the Provider's
         rights  and  remedies  with  respect to the  Purchased  Batch and shall
         become subrogated to the Provider with respect to the Provider's rights
         under any  guaranty,  assignment  or  security  for the  payment of any
         Purchased Receivable, except as limited by Medicare and Medicaid laws.

Section 2.04 Purchase Dates.
         The  first  Purchase  Date is the  date set  forth  in the  Assignment.
         Subsequent purchases may be made on any Business Day in accordance with
         the terms and conditions hereof.

Section 2.05 Obligation to Purchase.
         Notwithstanding  anything to the contrary set forth in this  Agreement,
         Purchaser shall not be required to purchase any Batch if at the time it
         is offered by the Provider,  the aggregate  Outstanding Purchase Amount
         of all Purchased  Batches  (determined as of the last day in the period
         covered by the most recent Periodic  Summary) exceeds or as a result of
         the purchase of such Batch would exceed the Purchase Commitment,  or if
         Purchaser  reasonably  believes  that any of the  Eligible  Receivables
         included  in  such  Batch  are or may  become  Ineligible  Receivables.
         Further,  Purchaser  shall have no  obligation to purchase any Eligible
         Receivables  (a) at any time an  Event  of  Default  has  occurred  and
         remains unremedied,  or (b) after the date this Agreement is terminated
         pursuant to Section 6.03.

Section 2.06 Periodic Settlement.
         Purchaser shall  regularly  issue to Provider a Periodic  Summary which
         shall set forth the total  amounts  received  with respect to Purchased
         Receivables in that period.  The Periodic  Summary shall also set forth
         the Warranted Collection Value for Batches purchased during that period
         reduced  by the  amount of any  Ineligible  Receivables  reassigned  to
         Provider  during that period or any other  amounts set off by Purchaser
         under the terms hereof.  The Periodic  Summary shall also set forth any
         amounts   received  during  that  period  not  allocable  to  Purchased
         Receivables. Any net settlement due to the Provider will be credited to
         the  Provider  on the next  succeeding  Business  Day (the  "Settlement
         Date").


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Section 2.07 Ineligible Receivables.
         If a  Purchased  Receivable  becomes,  an  Ineligible  Receivable,  the
         Provider  shall cure such  breach  within  five days of the  earlier of
         notification  to, or discovery by, the Provider of the breach.  If such
         breach is not so cured, within seven days of the original  notification
         or  discovery  of the breach,  the Provider  shall  substitute  for the
         Ineligible   Receivables   one  or  more  other   Eligible   Receivable
         ("Substitute  Receivable") (and the Provider shall deliver to Purchaser
         an executed  Assignment  relating to such Receivable  together with the
         Purchased  Receivable File with respect to each such  Receivable).  The
         aggregate Warranted Collection Value of the Substitute Receivable shall
         be equal to or greater  than that of the  Ineligible  Receivable.  Upon
         substitution,  each  Substitute  Receivable  shall  be  treated  as the
         Purchased  Receivable it replaced for all  purposes.  In the event that
         sufficient  Substitute  Receivables  are not  provided by the  Provider
         within such time,  the Provider,  upon demand,  shall  repurchase  such
         Ineligible   Receivable   (which  upon   repurchase   shall   become  a
         "Repurchased  Receivable")  from  Purchaser at a repurchase  price (the
         "Repurchased  Price")  equal to the  Outstanding  Purchase  Amount with
         respect to such Ineligible Receivable,  plus interest calculated at 14%
         per annum since the Purchase  Date Upon  remittance  of the  Repurchase
         Price,  Purchaser  shall  reassign  the  Ineligible  Receivable  to the
         Provider  free and  clear of any  liens and  encumbrances  arising  by,
         through or under Purchaser or its assigns  without any  representation,
         warranty or recourse  whatsoever,  and  Purchaser  shall  execute  such
         documents as are appropriate as are requested by Provider in connection
         thereto.  In addition to all other  rights and  remedies  available  to
         Purchaser at law or in equity, Purchaser may offset against any amounts
         it owes the Provider  under this  Agreement  any amounts due  Purchaser
         with respect to a  Repurchased  Receivable.  If after receipt of all or
         any  part  of the  Repurchase  Price  for any  Repurchased  Receivable,
         Purchaser  is  compelled  to  surrender  such  payment to any person or
         entity  because such payment is  determined to be void or voidable as a
         preference,  impermissible set off, or a diversion of trust funds, this
         Agreement shall continue in full force and the Provider shall be liable
         to Purchaser for, and shall indemnify and hold Purchaser  harmless for,
         the amount of such payment surrendered.  The provisions of this Section
         2.07 shall be and remain effective  notwithstanding any contrary action
         which may have been taken by Purchaser in reliance  upon such  payment,
         and any such  contrary  action so taken shall be without  prejudice  to
         Purchaser's  rights  under this  Agreement  and shall be deemed to have
         been conditioned upon such payment having become final and irrevocable.
         The  provisions of this Section 2.07 shall survive the  termination  of
         this Agreement.

Section 2.08 Disclaimer of Right of Repurchase.
         Except as set forth in Section 2.07, or Section 6.03 the Provider shall
         have no right to repurchase any Purchased Receivable from Purchaser.


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                                   ARTICLE III

                                SECURITY INTEREST

Section 3.01 Security Interest.
         In the event that,  contrary to the mutual  intent of the  Provider and
         Purchaser,   the  purchase  of  the   Purchased   Receivables   is  not
         characterized  as a sale, the Provider shall,  effective as of the date
         hereof, be deemed to have granted and the Provider does hereby grant to
         Purchaser a first priority  security interest in and to any and all the
         Purchased  Receivables  (and any Substitute  Receivables as provided in
         Section  2.07) and the proceeds  thereof to secure the repayment of all
         amounts  advanced  to the  Provider  hereunder  with  accrued  interest
         thereon equal to the Discount Fee and this Agreement shall be deemed to
         be a  security  agreement.  With  respect  to such  grant of a security
         interest,  Purchaser  may at its option  exercise from time to time any
         and all rights and remedies available to it under the UCC or otherwise.
         The Provider agrees that five days shall be reasonable  prior notice of
         the date of any public or private sale or other  disposition  of all or
         part of the  Purchased  Receivables.  The  Provider  agrees  to  notify
         Purchaser  in writing  thirty (30) days prior to any change in any such
         location.  The  exact  name  of the  Provider  is as set  forth  at the
         beginning  of this  Agreement,  and except as set forth on Exhibit  "D"
         hereof,  the  Provider has not changed its name in the last five years,
         and during such period the  Provider did not use, nor does the Provider
         now use any  fictitious  or  trade  name.  The  Provider  shall  notify
         Purchaser, in writing, 30 days prior to any name change.

                                   ARTICLE IV

            REPRESENTATIONS, WARRANTIES AND COVENANTS OF PROVIDER AND
                                    Purchaser

Section 4.01 Representations and Warranties of Provider.
         Provider represents and warrants to Purchaser as follows:

                  (a) With respect to the Provider, as of the date hereof and as
                  of the date of each purchase of Eligible Receivables:

                           (i) If a corporation or a  partnership,  the Provider
                           is  duly  organized,  validly  existing  and in  good
                           standing  as such under the laws of the  jurisdiction
                           of its  organization,  and  has  all  the  power  and
                           authority  necessary  to carry on its business as now
                           conducted   and  to  enter  into  and  perform   this
                           Agreement,  the  Assignments  and all other documents
                           now or  hereafter  executed  in  connection  herewith
                           (collectively,   the   "Purchase   Documents").   The
                           execution,  delivery and  performance by the Provider
                           of the Purchase  Documents have been duly  authorized
                           by all appropriate  action on behalf of the Provider.
                           If  a  sole  proprietorship,  the  Provider  has  the
                           necessary power and capacity under  applicable law to
                           carry on its

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                           business  as now  conducted  and to  enter  into  and
                           perform the Purchase Documents.

                           (ii)  When  executed  and  delivered,   the  Purchase
                           Documents   will  be   legal,   valid   and   binding
                           obligations of the Provider,  enforceable against the
                           Provider in accordance with their  respective  terms.
                           Upon  the  filing  of  financing  statements  in  all
                           appropriate  jurisdictions  and  notification  to the
                           applicable   Third  Party   Obligors,   any  security
                           interest in favor of Purchaser  granted under Section
                           3.01 of this Agreement will be perfected.

                           (iii) The execution,  delivery and performance of the
                           Purchase  Documents will not violate any provision of
                           law or regulation or any order or decree of any court
                           or governmental  agency,  or violate any provision of
                           the   Provider's   organizational   documents  (if  a
                           corporation or partnership) or any agreement to which
                           the Provider in a party or by which any of its assets
                           are bound,  and will not be in conflict with,  result
                           in a breach of, or  constitute a default  under,  any
                           such  agreement or result in the creation of any lien
                           or  security  interest  upon  any of  the  Provider's
                           assets, except in favor of Purchaser.

                           (iv)  The  Provider   has  all   permits,   licenses,
                           accreditation,    certifications,     authorizations,
                           approvals, consents and agreements of all Third Party
                           Obligors,       governmental       agencies       and
                           instrumentalities,  accreditation  agencies  and  any
                           other person,  necessary or required for the Provider
                           to own the assets  that it now owns,  to carry on its
                           business as now  conducted,  to execute,  deliver and
                           perform  the  Purchase  Documents,   and  to  receive
                           payments from Third Party Obligors;  and the Provider
                           has  not  been  notified  by  any  such  Third  Party
                           Obligor,   governmental  agency  or  instrumentality,
                           accreditation agency or any other person,  during the
                           immediately  preceding twenty-four (24) month period,
                           that such  party has  rescinded  or not  renewed,  or
                           intends to rescind  or not  renew,  and such  permit,
                           license, accreditation, certification, authorization,
                           approval,  consent or agreement  granted by it to the
                           Provider or to which it and the Provider are parties.

                           (v)  There  are  no  actions,  suits  or  proceedings
                           pending or threatened against the Provider before any
                           court,  government  agency or other  tribunal,  which
                           could  materially and adversely affect its ability to
                           perform  under  the  Purchase   Documents,   and  the
                           Provider  is not  currently  subject to, and does not
                           intend  to  file,   any   bankruptcy   or  insolvency
                           proceeding.

                  (b) With respect to the Purchased  Receivables  or a Purchased
                  Batch,  as of the date such Batch or Eligible  Receivables are
                  purchased:

                           (i) Each  Purchased  Receivable  File is complete and
                           correct   and   all   documents,   attestations   and
                           agreements relating to the Purchased


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                           Receivables  that have been  delivered  to  Purchaser
                           with respect to each  Purchased  Receivable  are true
                           and  correct,  each  Purchased  Receivable  has  been
                           billed to the  applicable  Third Party  Obligor,  all
                           requested  supporting claim documents with respect to
                           such Purchased  Receivable have been delivered to the
                           Third Party Obligor, all information set forth in the
                           bill and supporting claim documents is true, complete
                           and  correct,   and  if  additional   information  is
                           requested  by the Third party  Obligor,  the Provider
                           will  provide  the  same,  and if any  error has been
                           made,  the Provider  will  promptly  correct the same
                           and, if necessary, rebill such Purchased Receivable.

                           (ii) There is no  security  interest or lien in favor
                           of any  third  party,  nor any  recording  or  filing
                           against  the   Provider,   as  debtor,   covering  or
                           purporting  to cover any  interest of any kind in any
                           Purchased Receivable,  except as has been released by
                           each  party  holding  such  adverse  interest.   Upon
                           payment  of the  Purchase  price  with  respect  to a
                           Purchased Batch or Purchased  Receivable,  all right,
                           title  and  interest  of the  Provider  with  respect
                           thereto shall be vested in Purchaser,  free and clear
                           of any lien, security interest,  claim or encumbrance
                           of any kind,  and the  Provider  agrees to defend the
                           same against the claims of all persons.

                           (iii) Each Purchased Receivable (A) is payable, in an
                           amount not less than its Warranted  Collection Value,
                           by the Third Party Obligor identified by the Provider
                           as being  obligated  to do so, and is  recognized  as
                           such by the Third Party Obligor, and such Third Party
                           Obligor  is  obligated  to  pay  the  full  Warranted
                           Collection Value without dispute, reduction in amount
                           for  any  reason  whatsoever,   offset,   defense  or
                           counterclaim, (B) is based on an actual and bona fide
                           rendition  of  services  or the  sale  or  rental  of
                           equipment, merchandise and supplies to the patient by
                           the Provider in the ordinary course of business,  (C)
                           is denominated and payable only in lawful currency of
                           the United States,  and (D) is an account  receivable
                           or general  intangible  within the meaning of the UCC
                           of the state in which the Provider has its  principal
                           place of business,  or is a right to payment  under a
                           policy of insurance or proceeds  thereof,  and is not
                           evidenced by any instrument or chattel  paper.  There
                           is no  payor  other  than  the  Third  Party  Obligor
                           identified  by the  Provider  as the payor  primarily
                           liable on any Purchased Receivable.

                           (iv) No  Purchased  Receivable  (A) is subject to any
                           action,  suit,  proceeding  or  dispute  (pending  or
                           threatened),    set-off,    counterclaim,    defense,
                           abatement,    suspension,    deferment,   deductible,
                           reduction or  termination by the Third Party Obligor,
                           or (B) was  billed  to the  appropriate  Third  party
                           Obligor later than the  sixty-first  (61st) day prior
                           to the last day such Purchased  Receivable could have
                           been  billed to be  eligible  for  payment  under any
                           agreement,  statute, rule or regulation applicable to
                           such Third Party Obligor.


                                     - 10 -

<PAGE>

                           (v) The  Provider  does  not have  any  guaranty  of,
                           letter of credit  providing  credit  support  for, or
                           collateral  security for, any  Purchased  Receivable,
                           other  than any such  guaranty,  letter  of credit or
                           collateral   security   as  has  been   assigned   to
                           Purchaser, and any such guaranty, letter of credit or
                           collateral  security  is not  subject  to any lien in
                           favor of any other person.

                           (vi) The services provided or equipment,  merchandise
                           and  supplies  sold or rented and  reflected  by each
                           Purchased Receivable were medically necessary for the
                           patient, and the patient has received such services.

                           (vii) The fees charged for the services or equipment,
                           merchandise and supplies sold or rented  constituting
                           the  basis   for  the   Purchased   receivables   are
                           consistent  with the usual,  customary and reasonable
                           fees  charged  by  other  similar   medical   service
                           providers   in  the   Provider's   community  or  the
                           community in which the patient resides,  whichever is
                           less, for the same or similar service.

                           (viii) The Third Party  Obligor  with respect to each
                           Purchased Receivable is (A) not currently the subject
                           of  any   bankruptcy,   insolvency  or   receivership
                           proceeding,  nor is it unable to make payments on its
                           obligations  when  due,  (B)  located  in the  United
                           States,  and  (C) one of the  following:  (a) a party
                           which  in the  ordinary  course  of its  business  or
                           activities  agrees  to pay  for  healthcare  services
                           received   by   individuals,    including,    without
                           limitation,   commercial   insurance   companies  and
                           non-profit  insurance  companies  (such as Blue Cross
                           and Blue Shield)  issuing  health,  personal  injury,
                           workmen's  compensation  or other types of insurance,
                           employers or unions which self-insure for employee or
                           member   health   insurance,    prepaid    healthcare
                           organizations,   preferred  provider   organizations,
                           health maintenance organizations or any other similar
                           person,  (b) a state, an agency or instrumentality of
                           a state or a political subdivision of a state, or (c)
                           the United States or an agency or  instrumentality of
                           the United States.

                           (ix) The sale of Purchased  Receivables  hereunder is
                           made in good  faith and  without  intent  to  hinder,
                           delay or defraud  present or future  creditors of the
                           Provider.

                           (x)  The   insurance   policy,   contract   or  other
                           instrument  obligating a Third Party  Obligor to make
                           payment with respect to any Purchased  Receivable (A)
                           does  not  contain  any  provision   prohibiting  the
                           transfer of such payment  obligation from the patient
                           to the  Provider,  or from the  Provider to Purchaser
                           (B) has been duly authorized  and,  together with the
                           applicable  Purchased  Receivable,   constitutes  the
                           legal,  valid  and  binding  obligation  of the Third
                           Party  Obligor  in  accordance  with its  terms,  (C)
                           together with the  applicable  Purchased  Receivable,
                           does not


                                     - 11 -

<PAGE>

                           contravene in any material respect any requirement of
                           law applicable thereto, and (D) was in full force and
                           effect and  applicable to the patient at the time the
                           services  constituting  the basis  for the  Purchased
                           Receivable were performed.

                           (xi) The  representations,  warranties and statements
                           made by the Provider in the Purchase  Documents,  any
                           financial  information  with  respect to the Provider
                           delivered   to   Purchaser   or  any  other   related
                           documents,   including,  without  limitations,   with
                           respect   to  the   description   of  the   Purchased
                           Receivables  in the  Assignments,  do not contain any
                           untrue  statement of material fact or omit to state a
                           material fact  necessary to make the  statement  made
                           not misleading.

         None of the foregoing representations and warranties shall be deemed to
constitute a guaranty by the Provider  that the  Purchased  Receivables  will be
collected by Purchaser.

Section 4.02 Covenants of Provider.
         The Provider covenants and agrees with Purchaser as follows:

                  (a) In  connection  with  the  initial  purchase  of  Eligible
                  Receivables or a Batch by Purchaser, the Provider will execute
                  such financing  statements  under the UCC naming  Purchaser as
                  secured party as Purchaser may reasonably request with respect
                  to  any  such  Eligible  Receivables  or  Batch  that  may  be
                  purchased pursuant to this Agreement.  From time to time, upon
                  request,   the  Provider  will  provide   Purchaser  with  any
                  additional information,  will execute and deliver to Purchaser
                  any additional agreements, instruments, documents or financing
                  statements  and will take all actions  deemed by  Purchaser as
                  necessary or desirable to  effectuate  the  provisions  of the
                  Purchase  Documents,  to  evidence,  protect  and  perfect the
                  assignment  of the title to the Purchased  Receivables  and to
                  facilitate the collection of the Purchased Receivables.

                  (b) Each of Purchaser and its agents and  representatives  are
                  hereby   irrevocably   constituted   and   designated  as  the
                  Provider's  attorneys-in-fact,   which  irrevocable  power  of
                  attorney is coupled with an  interest,  (i) to endorse or sign
                  the  Provider's  name  to  financing  statement   remittances,
                  invoices, assignments,  checks, drafts or other instruments or
                  documents  in respect of the  Purchased  Receivables,  (ii) to
                  notify Third Party  Obligors to make payments on the Purchased
                  Receivables  directly pursuant to and subject to the terms and
                  provisions of Section 5.01(b) hereof,  and (iii) to bring suit
                  in the  Provider's  name  and to  settle  or  compromise  such
                  Purchased  Receivables  as Purchaser  may, in its  discretion,
                  deem appropriate.

                  (c) The Provider will pay on demand all Purchaser's  costs and
                  expenses, including, without limitation, reasonable attorneys'
                  fees and expenses,  interest expenses which may be expended or
                  incurred by Purchaser in enforcing or


                                     - 12 -

<PAGE>

                  attempting to enforce any of  Purchaser's  rights  against the
                  Provider under the Purchase Documents.

                  (d)  The  Provider  shall  keep  its  books  and  accounts  in
                  accordance with generally accepted  accounting  principals and
                  shall make a notation on its books and records,  including any
                  computer  files,  to indicate  which  Claims have been sold to
                  Purchaser.  Purchaser or its designated  representatives  from
                  time to time may verify the  Purchased  Receivables,  inspect,
                  check,  take copies of or extracts from the Provider's  books,
                  records  and  files,  and the  Provider  will  make  the  same
                  available  to  Purchaser  or  such   representatives   at  any
                  reasonable time for such purposes.

                  (e) The Provider  agrees that  Purchaser  will be permitted to
                  have at least one of its agents or representatives  physically
                  present in the Provider's administrative offices during normal
                  business  hours to  assist  the  Provider  in  performing  its
                  obligations  under this  Agreement,  including its obligations
                  with  respect  to  the  collection  of  Purchased  Receivables
                  pursuant to Section 5.01 herein.

                  (f) So long as this  Agreement is in effect the Provider  will
                  deliver to Purchaser,  (i) within  forty-five  (45) days after
                  the end of each fiscal  quarter,  the Provider's  consolidated
                  financial  statements  for such period and for that portion of
                  its fiscal year  through the end of such  period,  (ii) within
                  ninety (90) days after the end of the Provider's  fiscal year,
                  the   Provider's   audited   annual   consolidated   financial
                  statements  for  such  year  (or if  such  statements  are not
                  audited,   statements   certified  by  the  Provider's   chief
                  financial officer and (iii) promptly upon request,  such other
                  information concerning the Provider as Purchaser may from time
                  to time request, including Medicare cost reports and audits.

                  (g) The Provider shall promptly notify  Purchaser in the event
                  of any action, suit, proceeding,  dispute, offset,  deduction,
                  defense or counterclaim  that is or may be asserted by a Third
                  Party  Obligor with respect to any Purchased  Receivable.  The
                  Provider  shall make all payments to the Third Party  Obligors
                  necessary to prevent the Third Party Obligors from  offsetting
                  any earlier  overpayment  to the Provider  against any amounts
                  the Third Party Obligors owe on any Purchased Receivables.

                  (h) The Provider  shall do nothing to impede or interfere with
                  the  collection  of the Purchased  Receivable  (as provided in
                  this  Agreement),  and shall  not  amend,  waive or  otherwise
                  permit or agree to any deviation  from the terms or conditions
                  of any Purchased Receivable. The Provider shall not purport to
                  sell,  assign or grant a security  interest  in any  Purchased
                  Receivable after it has been sold to Purchaser.

                  (i) The  Provider  shall  treat the  assignment  of  Purchased
                  Receivables  pursuant  to  this  Agreement  as a sale  for all
                  purposes, including tax and accounting.


                                     - 13 -

<PAGE>

                  (j) Any payment on a Purchased Receivable remitted directly to
                  Provider shall be immediately  transmitted to Purchaser or its
                  designee.

                  (k) Provider shall use its best efforts to make collections on
                  all Purchased Receivables for the benefit of Purchaser. In the
                  event  of a  default,  Purchaser  may  at  its  option  assume
                  responsibilities  for  servicing  pursuant to the terms of the
                  Claims Management Agreement.

Section 4.03  Representations and Warranties of Purchaser.
         Purchaser represents and warrants to Provider as follows:

                  (a) Purchaser has been duly organized, is validly existing and
                  in  good  standing  as a  corporation  under  the  laws of the
                  Commonwealth  of  Pennsylvania  with full corporate  power and
                  authority to own its  properties  and to transact the business
                  in which it is now engaged.

                  (b) The  purchase by Purchaser  of the  Purchased  Receivables
                  pursuant  to  this  Agreement  and  the  consummation  of  the
                  transactions  herein  contemplated  will not conflict  with or
                  result in a breach of any indenture,  mortgage, deed of trust,
                  loan  agreement  or other  agreement  or  instrument  to which
                  Purchaser  is a party or by which it is bound or to which  any
                  of the  property  or assets of  Purchaser  is subject nor will
                  such action result in any  violation of the  provisions of the
                  Certificate of  Incorporation or the Bylaws of Purchaser or of
                  any statute or any order,  rule or  regulation of any court or
                  governmental agency or body having jurisdiction over Purchaser
                  or any of its properties or assets; and no consent,  approval,
                  authorization, order, registration or qualification of or with
                  any  court  or  any  such   regulatory   authority   or  other
                  governmental  agency or body is required  for the  purchase by
                  Purchaser of the Receivables hereunder.

                  (c) This  Agreement  has been duly  authorized,  executed  and
                  delivered by Purchaser and  constitutes  the valid and legally
                  binding obligation of Purchaser  enforceable against Purchaser
                  in   accordance   with  its  terms,   subject  to   applicable
                  bankruptcy,  reorganization,  insolvency,  moratorium or other
                  laws and subject as to enforceability to general principles of
                  equity  (regardless  of  whether  enforcement  is  sought in a
                  proceeding in equity or at law).

                  (d) Purchaser shall provide Provider with a copy of any Notice
                  of Default  received by  Purchaser  from any of its lenders or
                  creditors. Purchaser shall use its best efforts to prevent any
                  of  its  creditors  from  interfering  with  Provider's  quiet
                  enjoyment of its rights and benefits hereunder.


                                     - 14 -

<PAGE>

                                    ARTICLE V

                                   COLLECTIONS

Section 5.01 Non Government Receivables.

                  (a) Purchaser Collection Account.  Contemporaneously  with the
                  execution of this  Agreement,  Purchaser shall open a lock box
                  (the  "Purchaser Lock Box") the fees of which shall be paid by
                  Provider for the receipt of all sums representing  payments on
                  all  Receivables  other  than  Governmental  Receivables.  The
                  Provider shall direct that all payments of  Receivables  other
                  than  Governmental  Receivables  be made to the Purchaser Lock
                  Box. All  payments of  Receivables  received at the  Purchaser
                  Lock  Box  shall  be  deposited  to the  Purchaser  Collection
                  Account at the  Purchaser  Collection  Bank.  All  payments of
                  Receivables  received by the  Provider  shall be held in trust
                  for Purchaser and shall be mailed to the Purchaser  Collection
                  Account.  The  Collection  Account shall be in the name of and
                  under the  exclusive  control of  Purchaser,  and the Provider
                  shall have no right or  interest in the  Purchaser  Collection
                  Account. All payments of Purchased  Receivables will be deemed
                  to have been  collected  by  Purchaser  when  deposited to the
                  Purchaser  Collection  Account,  and shall be  applied  to the
                  reduction of the Outstanding Purchase Amount as of the date of
                  deposit.

                  The  Purchaser  Collection  Account  shall  be at a bank to be
                  designated by Purchaser.

                  (b) Funds deposited to the Purchaser  Collection  Account that
                  do not represent  payments of Purchased  Receivables  shall be
                  remitted to the  Provider on each  Settlement  Date,  provided
                  that Purchaser  shall have the right, in the Event of Default,
                  to deduct  from such funds and to retain any  amounts  owed by
                  the Provider under the terms of this Agreement.

                  (c) All accounts with respect to Non-Governmental  Receivables
                  received  directly  by Provider  from Third Party  Obligors or
                  made other than as provided in the Notice set forth in Exhibit
                  "B" hereto  ("Misdirected  Collections")  shall be remitted by
                  Provider directly to the Purchaser  Collection  Account on the
                  Business Day following Provider's receipt thereof and shall be
                  held in trust for Purchaser, until such time, as remittance is
                  made by Provider to Purchaser.

Section 5.02  Government Receivables.

                  (a) Provider  Collection  Account.  Provider  shall maintain a
                  lock box or P O Box  ("Lock  Box") the fees of which  shall be
                  paid by  Provider  and an account  (the  "Provider  Collection
                  Account"). Payments with respect to the Government Receivables
                  will be made to the Lock Box.  Collections with respect to the
                  Governmental  Receivables  shall be  deposited in the Provider
                  Collection Account at the Provider Collection Bank (as defined
                  below). Collections with respect to


                                     - 15 -

<PAGE>

                  the  Government  Receivables  will be  transferred  when  they
                  become immediately available funds to an account designated by
                  Purchaser.

                  The  Provider  Collection  Account  shall be  maintained  at a
                  financial  institution  that is insured by the Federal Deposit
                  Insurance  Corporation  (the "Provider  Collection  Bank") and
                  shall be in the name of and under the control of the Provider.
                  The  Provider  shall  transmit  to  Purchaser  daily,   either
                  electronically  or by hard copy,  information  relating to the
                  identification   of  all  sums   deposited   in  the  Provider
                  Collection  Account  until  all  Purchased   Receivables  sold
                  hereunder  have  been  collected.  It is  understood  that the
                  Provider  Collection Bank shall act solely as the agent of the
                  Provider.

                  (b) Purchaser Collection Account.  Contemporaneously  with the
                  execution of this  Agreement,  Purchaser shall open a lock box
                  (the  "Purchaser Lock Box") for the direct receipt of all sums
                  representing   payments   on  all   Receivables   other   than
                  Governmental  Receivables  and for the  deposit or transfer by
                  Provider  of  sums   representing   payments   on   Government
                  Receivables  paid  to the  Provider  Collection  Account.  The
                  Provider shall direct that all payments of  Receivables  other
                  than  Governmental  Receivables  be made to the Purchaser Lock
                  Box. The Provider shall transfer to, or deposit in, on a daily
                  basis,  as funds become  available,  all sums collected in the
                  Provider  Collection  Account  to  the  Purchaser   Collection
                  Account. Standing instructions shall be issued by the Provider
                  to  the  Provider   Collection   Bank.   Any  change  in  such
                  instructions without the written consent of Purchaser shall be
                  an event of default.  All payments of Receivables  received at
                  the  Purchaser  Lock Box shall be deposited  to the  Purchaser
                  Collection  Account  at the  Purchaser  Collection  Bank.  All
                  payments of Receivables received by the Provider shall be held
                  in trust for Purchaser and shall be deposited to the Purchaser
                  Collection  Account  on the date of  receipt.  The  Collection
                  Account  shall  be in the  name  of and  under  the  exclusive
                  control of Purchaser,  and the Provider shall have no right or
                  interest in the Purchaser  Collection Account. All payments of
                  Purchased Receivables will be deemed to have been collected by
                  Purchaser when deposited to the Purchaser  Collection Account,
                  and  shall be  applied  to the  reduction  of the  Outstanding
                  Purchase Amount as of the date of deposit.

                  (c) Funds deposited to the Purchaser  Collection  Account that
                  do not represent  payments of Purchased  Receivables  shall be
                  remitted to the  Provider on each  Settlement  Date,  provided
                  that Purchaser  shall have the right to deduct from such funds
                  and to retain any amounts owed by the Provider under the terms
                  of this Agreement.

                  (d) It is the  intent  of  the  parties  to  comply  with  the
                  relevant  rules and  regulations  of the Health Care Financing
                  Administration  with  respect  to the  financing  of  accounts
                  receivable,   without   limiting   the  rights  of   Purchaser
                  hereunder.


                                     - 16 -

<PAGE>


                                   ARTICLE VI

                    EVENTS OF DEFAULT, TERMS AND TERMINATION

Section 6.01 Events of Default.
         All  of  the  Provider's   obligations  to  Purchaser   hereunder,   at
         Purchaser's  option,  shall be due and payable without notice or demand
         upon termination of this Agreement. This Agreement may be terminated by
         Purchaser  upon five (5)  business  days  prior  written  notice of the
         occurrence of, and the  Provider's  failure to cure within such period,
         any  one or  more  of the  following  events  of  default  ("Events  of
         Default"):

                  (a) If the  Provider  shall  fail to pay when due any  amounts
                  owing to  Purchaser  hereunder  or under  the  Standby  Claims
                  Management Agreement;

                  (b) If the  Provider  fails to observe  or perform  any of the
                  covenants  or agreement  contained in this  Agreement or under
                  the Standby Claims Management Agreement;

                  (c) If any representation,  warranty or statement of fact made
                  to  Purchaser  at  any  time  by  the  Provider  is  false  or
                  misleading in any material respect;

                  (d) If any material  obligation  of the Provider to any person
                  becomes  or is  declared  to be in  default  and  the  obligee
                  initiates  action with  respect to  collateral  securing  such
                  obligations.

                  (e) If the Provider shall become  insolvent,  fail to meet its
                  debts as they  mature,  and as a result  of such  failure  the
                  obligee  initiates action with respect to collateral  securing
                  such  obligations,  or  a  meeting  of  creditors  or  have  a
                  creditors' committee appointed,  file or have filed against it
                  a petition in bankruptcy, arrangement or reorganization, or if
                  the Provider  suspends or discontinues  doing business for any
                  reason, or if the Provider makes an assignment for the benefit
                  of  creditors,  or if a  receiver  or  trustee  of any kind is
                  appointed for it or any of its property; or

                  (f) If, in the opinion of Purchaser, a material adverse change
                  in the financial condition, business, operations or control of
                  the  Provider  shall  have  occurred,  or any  other  event or
                  circumstance shall have occurred which give reasonable grounds
                  for  Purchaser  to conclude  that the Provider may not or will
                  not be able to perform its obligations hereunder.

Section 6.02  Remedies and Provider's Waiver of Jury Trial.

                  (a)  Each  of  Purchaser's  rights  and  remedies  under  this
                  Agreement is not intended to be exclusive, and such rights and
                  remedies  are in addition to and not by way of  limitation  of
                  any  other  rights  or  remedies   Purchaser  may  have  under
                  applicable  law  (except as those  rights  are  limited by the
                  application of the


                                     - 17 -

<PAGE>

                  Medicare and Medicaid  laws).  Purchaser shall have the right,
                  in Purchaser's sole discretion,  to determine which rights and
                  remedies,  and in  which  order  any of  the  same,  are to be
                  exercised.  No  act,  failure  or  delay  by  Purchaser  shall
                  constitute a waiver of any of Purchaser's rights and remedies.
                  No single or partial  waiver by Purchaser of any  provision of
                  this  Agreement,  or breach or  default  hereunder,  or of any
                  right or remedy which  Purchaser may have,  shall operate as a
                  waiver of the same or any other  provision,  breach,  default,
                  right or  remedy on a future  occasion.  The  Provider  waives
                  presentment,  notice of  dishonor,  protest  and notice of all
                  instruments  included in or evidencing  any of the  Provider's
                  obligations to Purchaser and of any and all notices or demands
                  whatsoever  except as expressly  provided for herein.  The net
                  proceeds  resulting  from the  exercise of any of  Purchaser's
                  rights or  remedies  shall be  applied  to the  payment of the
                  Provider's obligations to Purchaser in such order as Purchaser
                  may elect.  The Provider  shall remain liable to Purchaser for
                  any deficiency.

                  (b) Waiver of Jury Trial and  Jurisdiction.  It is agreed that
                  all  disputes  will be resolved  via  arbitration  pursuant to
                  Section 14 (i).  Notwithstanding  that, would, for any reason,
                  the  arbitration  clause be  defaulted,  the  provider  hereby
                  waives  all  rights  to a trial  by jury in the  event  of any
                  litigation  with  respect  to any  matter  connected  with the
                  purchased  receivables,  and the provider  hereby  irrevocably
                  consents  to the  jurisdiction  of  the  state  courts  of the
                  Commonwealth of Pennsylvania and of the federal courts located
                  in the eastern district of the Commonwealth of Pennsylvania in
                  connection  with any action or  proceeding  arising  out of or
                  relating to the purchased receivables. In any such litigation,
                  the provider waives personal service of any summons, complaint
                  or other  process and agrees that service  thereof may be made
                  by certified or  registered  mail  directed to the provider at
                  the provider's address set forth herein.  Within 30 days after
                  such  mailing,  the  provider  shall  appear in answer to such
                  summon, complaint or other process, failing which the provider
                  shall be deemed in  default  and  judgment  may be  entered by
                  Purchaser against the provider for the amount of the claim and
                  other relief requested therein.

Section 6.03  Term and Termination.
         This  Agreement  shall  continue in full force and effect for two years
         from the date of the initial closing provided that Purchaser shall have
         the right to terminate this Agreement  immediately at any time upon the
         occurrence  of any Event of  Default.  Purchaser  shall have no further
         obligation  to  purchase  Eligible  Receivables,  and may  require  the
         Provider to repurchase all Purchased Batches for an amount equal to the
         aggregate Outstanding Purchase Amount.  However,  termination shall not
         relieve or  discharge  the  Provider  from its duties,  obligations  or
         covenants under this Agreement until the aggregate Outstanding Purchase
         Amount  with  respect  to  Purchased  Batches  is  zero  and all of the
         Provider's  obligations  hereunder have been satisfied or paid in full,
         and all of the terms, provisions and conditions of this Agreement shall
         remain in full force and effect  until such time.  If after  receipt of
         any  payment  of  all  or  any  part  of  the  Provider's  indebtedness
         hereunder,  Purchaser is for any reason  compelled  to  surrender  such
         payment to any person or entity,  because such payment is determined to
         be void or


                                     - 18 -

<PAGE>

         voidable as a preference, impermissible setoff, or a diversion of trust
         funds,  this  Agreement  shall  continue in full force and the Provider
         shall  be  liable  to  Purchaser  for,  and  shall  indemnify  and hold
         Purchaser  harmless  for, the amount of such payment  surrendered.  The
         provisions   of   this   Section   shall   be  and   remain   effective
         notwithstanding  any  contrary  action  which  may have  been  taken by
         Purchaser in reliance upon such payment,  and any such contrary  action
         so taken shall be without  prejudice to  Purchaser's  rights under this
         Agreement  and  shall be  deemed  to have  been  conditioned  upon such
         payment  having become final and  irrevocable.  The  provisions of this
         Section  shall  survive  the  termination  of  this   Agreement.   Upon
         remittance of the aggregate  Outstanding Purchase Amount plus all other
         amounts  payable to Purchaser by Provider  hereunder,  Purchaser  shall
         reassign the outstanding Purchased Receivables to the Provider free and
         clear of all  liens  and  encumbrances  arising  by,  through  or under
         Purchaser or its assigns,  otherwise the reassignment  shall be without
         any  representation,  warranty or recourse  whatsoever,  and  Purchaser
         shall have no further  obligation  to the Provider with respect to such
         documents as are  appropriate  as  requested by Provider in  connection
         thereto.

                                   ARTICLE VII

                                 INDEMNIFICATION

Section 7.01  Indemnity by Provider.

         Neither  this  Agreement  nor  any  Assignment   shall   constitute  an
assumption by Purchaser of any obligation to a Third Party Obligor or a patient.
The Provider  shall  indemnify  and hold harmless  Purchaser,  and its officers,
directors and agents,  from and against all  liabilities,  obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses and disbursements
of any kind or nature whatsoever  (including  reasonable  attorney's fees) which
may be  imposed  on,  incurred  by or  asserted  against  any of them in any way
relating to or arising out of any breach by the Provider of any  representation,
warranty  or  covenant  contained  in  any  Purchase  Documents.  The  indemnity
contained in this Section 7.01 shall survive the  termination of this Agreement.
Any amount  payable by the  Provider to  Purchaser  under any  provision of this
Agreement shall be paid without any deduction or setoff of any kind.

                                  ARTICLE VIII

                                  MISCELLANEOUS

Section 8.01 Notices, Etc.
         All notices, demands, instructions and other communications required or
         permitted  to be given or to be made upon any party  hereto shall be in
         writing and shall be deemed to be given for purposes of this  Agreement
         when delivered by facsimile  transmission,  overnight delivery service,
         registered  or certified  mail,  postage  prepaid to the address (or to
         their respective facsimile number) indicated below or from time to time
         furnished by notice to the other party:


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<PAGE>

                                    If to Provider:
                                    Oak Tree Medical Practice, P. C.
                                    163-03 Horace Harding Expressway
                                    Flushing, NY 11365
                                    Telephone No: (718) 460-8400
                                    Telecopier No: (718) 460-3507

                                    If to Purchaser:
                                    PFS VI, Inc.
                                    992 Old Eagle School Rd., Suite 911
                                    Wayne, PA 19087
                                    Telephone No.: 610-989-0200
                                    Telecopier No.: 610-687-6536

Section 8.02  Successors and Assigns.
         This  Agreement  shall be binding upon Provider and Purchaser and their
         respective  successors  and  assigns  and shall inure to the benefit of
         Provider and Purchaser  and their  respective  successors  and assigns;
         provided  that  Provider   shall  not  assign  any  of  its  rights  or
         obligations  hereunder  without the prior written consent of Purchaser.
         The Provider acknowledges that Purchaser may assign, pledge or transfer
         its rights hereunder and its interest in the Purchase Documents and the
         Purchased  Receivables to another party,  including collateral security
         for any indebtedness of Purchaser.

Section 8.03 Severability Clause.
         If any  provision of this  Agreement is held to be invalid,  illegal or
         unenforceable  for  any  reason  or in  any  respect  whatsoever,  such
         invalidity,  illegality or unenforceability  shall not affect any other
         provisions of this Agreement,  and this Agreement shall be construed as
         if such  invalid,  illegal or  unenforceable  provision  had never been
         contained herein.

Section 8.04 Amendments; Governing Law.
         This Agreement and the rights and obligations of the parties  hereunder
         (i) may be changed only by an instrument in writing signed by Purchaser
         and the  Provider  (ii)  shall  be  construed  in  accordance  with and
         governed by the laws of Pennsylvania.

Section 8.05 Further Assurances.
         Provider  agrees to do such  further acts and things and to execute and
         deliver to Purchaser such additional  assignments,  agreements,  powers
         and  instruments  as are required by Purchaser to carry into effect the
         purpose  of  this  Agreement  or to  better  assure  and  confirm  unto
         Purchaser its rights, powers and remedies hereunder.

Section 8.06 Counterparts
         This  Agreement  may be  executed  in any number of copies,  and by the
         different parties hereto on the same or separate counterparts,  each of
         which shall be deemed to be an original instrument.




                                     - 20 -

<PAGE>

Section 8.07 Headings.
         Section  headings  used  in  this  Agreement  are  for  convenience  of
         reference only and shall not affect the construction or  interpretation
         of this Agreement.

Section 8.08 Waiver.
         No delay or omission to exercise any right, power or remedy accruing to
         any party hereto  shall impair any such right,  power or remedy of such
         party nor shall it be construed to be a waiver of any such right, power
         or  remedy  nor   constitute  any  course  of  dealing  or  performance
         hereunder.  No waiver shall be effective unless it is in writing and is
         received by the waiving party.

Section 8.09 Arbitration.
         Arbitration.  Any dispute, controversy and/or claim arising out of this
         Agreement  or  breach  thereof,  shall  be  resolved,   settled  and/or
         adjudicated  through  Arbitration  administered  by and pursuant to the
         appropriate   rules  and   procedures   of  the  American   Arbitration
         Association  ("AAA"),  Commonwealth  of  Pennsylvania,  and judgment on
         award rendered by the  arbitrator(s) may be entered in any court having
         jurisdiction thereof.

Section 8.10 Attorney's Fees.
         If any action,  suit or other  proceeding is  instituted  concerning or
         arising out of this Agreement,  the prevailing party shall recover from
         the  non-prevailing  party all of such  party's  costs,  including  any
         reasonable  attorney's fees incurred in each and every action,  suit or
         other proceeding, including any and all appeals or petitions therefrom.
         As used herein,  "prevailing  party"  shall mean the party  entitled to
         recover its cost of such action, suit or proceeding, whether or not the
         suit proceeds to final judgment  and/or the party receiving an award by
         a decision of the AAA.

Section 8.11 References.
         All references to "Section"  contained herein are, unless  specifically
         indicated otherwise, references to sections of this Agreement. Whenever
         herein the singular  number is used,  the same shall include the plural
         where  appropriate,  and words of any gender  shall  include each other
         gender where appropriate.

Section 8.12 Representations to Survive this Agreement
         The representations, warranties and covenants of the Provider contained
         herein shall survive the purchase of the Purchased  Receivables and the
         termination of this Agreement.

Section 8.13 Assignment of Purchaser's Interest.
         The Provider hereby acknowledges that Purchaser shall have the right to
         sell, assign,  transfer and create a security interest in any or all of
         the  Purchased  Receivables  conveyed  to it  hereunder  including  any
         security  agreement  referred to in Section  4.02(j))  or any  security
         interest  referred to in Section 3.01 hereof;  provided that same shall
         be  limited  to  sources  of  funding  for  the  Purchased  Receivables
         hereunder,  shall be limited to financial  institutions  and accredited
         investors  and shall  provide  that any lien or  security  interest  is
         released if Purchaser is required to convey or reconvey any Purchased


                                     - 21 -

<PAGE>

         Receivables to Provider.  Any such assignment shall accept or recognize
         the Provider's rights under the COPs.

         IN WITNESS  WHEREOF,  Provider and Purchaser have caused this Agreement
 to be duly executed by their duly authorized officers, all on the date and year
 first above
written.

Provider                                       PFS VI, INC

By:  /s/ GARY DANZIGER                         By:  /s/ RONALD MEYER
     -------------------------                      -------------------------
Name:  Gary Danziger                           Name:  Ronald Meyer
     -------------------------                      -------------------------
Title:          COO                            Title:   President
     -------------------------                      -------------------------

                                     - 22 -