ASSET PURCHASE AGREEMENT



                  THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered

into as of this 20th day of April, 2001, by and among Tenet Healthsystem

Surgical, LLC, a Louisiana limited liability company ("Buyer"), IOI Management

Services of Louisiana, Inc., a Louisiana corporation ("IOI"), and Westbank

Ambulatory Care Center, LLC, a Delaware limited liability company ("Westbank",

and collectively with IOI, the "Sellers" or individually, a "Seller"). The Buyer

and the Sellers are sometimes referred to herein individually as a "Party" and

collectively as the "Parties".



                                    RECITALS



                  WHEREAS, Westbank operates an ambulatory surgery center and

holds a Medicare supplier number and one or more licenses from the Louisiana

Department of Health and Hospitals (the "L.D.H.H.") for purposes of operating

such center through a facility located at 4511 Westbank Expressway, Marrero,

Louisiana 70072 (the "Surgery Center");



                  WHEREAS, IOI owns certain equipment and other assets used to

operate the Surgery Center and has provided such equipment and assets to

Westbank pursuant to a management services agreement between IOI and Westbank;

and



                  WHEREAS, Buyer desires to purchase from each Seller

substantially all of the assets owned by such Seller and used in the operation

of the Surgery Center, and Sellers are willing to sell such assets to Buyer, all

subject to the terms and conditions of this Agreement.



                  NOW, THEREFORE, for and in consideration of the premises and

promises herein contained, and for other good and valuable consideration, the

adequacy and receipt of which are hereby acknowledged, the Parties, intending to

be legally bound hereby, agree as follows:



                                   ARTICLE I

                                SALE AND PURCHASE



         1.1. Purchase and Sale of Assets. Subject to the terms and conditions

contained herein, each Seller hereby sells, transfers, assigns and delivers to

Buyer, and Buyer hereby purchases from each Seller, all right, title and

interest in and to the tangible and intangible assets owned by such Seller,

employed in the operations of the Surgery Center, and listed in Schedule 1.1(a)

hereto and made a part hereof (collectively, the "Assets"), free and clear of

all liens except as otherwise provided for herein. The items listed on Schedule

1.1(b) are certain assets of the Sellers that are not intended by the Parties to

be a part of the transaction contemplated hereunder and are specifically

excluded as Assets (e.g., all cash, cash equivalents and accounts receivable of

Sellers).



         1.2. Assignment of Contracts and Leases; Consents.



              (a) At the Closing (as hereinafter defined), Buyer shall assume

the obligations, liabilities, duties and responsibilities, including any

liability for payments arising on

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and after the Closing Date (as hereinafter defined), of each of the Sellers

under and pursuant to the contracts, leases and agreements listed on Exhibit

1.2(a) (the "Assumed Contracts"). To the extent that any required third party

consents with respect to the assignment of the Assumed Contracts cannot be

obtained prior to the Closing Date, the Parties agree to use their best efforts

to obtain such consents as soon as possible after the Closing Date; provided,

however, that failure to obtain such consents will not affect the validity of

this transaction. The Parties agree and acknowledge that Buyer will not assume

the existing lease obligations of IOI as set forth in that certain Lease

Agreement (the "Lease"), between Marrero Shopping Center, Inc. (the "Landlord")

and IOI, by which IOI leases the premises located at 4511 Westbank Expressway,

Marrero, Louisiana (the "Premises"). The Parties agree that, as a condition

precedent to the consummation of this Agreement, Buyer must enter into a new

lease for the Premises and cause the Landlord to release IOI from any and all

obligations under the Lease.



              (b) At the Closing, Buyer shall assume only those obligations of

the Sellers as are set forth on Exhibit 1.2(b) (the "Assumed Liabilities"), but

only to the extent such obligations arise or are to be performed on or after the

Closing Date. The Parties agree and acknowledge that Buyer is assuming only

those liabilities set forth on Exhibit 1.2(b), and then only to the extent such

obligations arise or are to be performed on or after the Closing Date, and

Sellers will maintain all other liabilities in connection with their operation

of the Surgery Center. Under no circumstances shall Buyer be obligated to pay or

assume liabilities or obligations of the Sellers in respect of periods prior to

Closing arising under the terms of the Medicare, Medicaid, Blue Cross or other

third-party payor programs, including, without limitation, any claim, penalty or

sanction relating to any claim for overpayment. Additionally, under no

circumstance shall Buyer be obligated to pay or assume: federal, state or local

tax liabilities or obligations of either of the Sellers in respect of periods

prior to the Closing Date; liability for any claims by or on behalf of either of

the Sellers' employees relating to periods prior to the Closing Date, including

without limitation, liability for any pension, profit sharing, deferred

compensation, or any other employee benefit plan and liability for any such

employees' wages and benefits relating to periods prior to the Closing Date; and

liability arising out of or in connection with claims for acts, omissions and

medical malpractice relating to the ownership or operations of the Surgery

Center which occurred prior to the Closing Date.



              (c) Buyer shall assume the Assumed Liabilities and the Assumed

Contracts and hereby releases and agrees to hold harmless each of the Sellers

from any and all continuing and further obligations and/or liabilities related

to or arising from the Assumed Liabilities and the Assumed Contracts which

accrue or become due on or after the Closing Date. Except for the Assumed

Liabilities and the Assumed Contracts, Buyer shall not be liable for any other

liabilities or obligations of either of the Sellers, and the Sellers hereby

indemnify and hold harmless Buyer against any and all such liabilities.



              (d) After the Closing Date, Westbank and Buyer shall prorate as of

the Closing Date, any amounts which become due and payable on or after the

Closing Date with respect to: the Assumed Contracts; the Assumed Liabilities;

taxes, if any, on the Assets; utilities servicing the Surgery Center, including

without limitation, water, sewer, telephone, electricity and gas service; and

any charges assessed to Buyer by a lessor on any assigned lease for any period

of time prior to the effective date of the Closing.

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