Common use of Purchase Price Adjustments Clause in Contracts

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.

Purchase Price Adjustments. Ernst & Young(a) No later than 75 days following the Closing, LLP Purchaser shall within seventycause to be prepared and delivered to Seller a statement (the “Post-five Closing Payment Statement”) setting forth (75i) days Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Date conduct an audit Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the Partnership to ensure that agents and employees of the Company and the Partnership have collected accounts receivable its Subsidiary (including independent accountants and paid accounts payable in the ordinary course their work papers, subject to execution of business during the ninety (90customary access papers) day period prior as Seller may reasonably request to enable it to respond to the Post-Closing DatePayment Statement. In If the event that parties resolve their differences over the audit reveals that disputed items in accordance with the Company and/or foregoing procedure, the Partnership have (a) collected accounts receivable at an accelerated rate during Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, or (b) paid accounts payable at then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a reduced or delayed rate during such period, Vision 21 shall seek an adjustment binding determination as to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change disputed items in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustmentaccordance with this Agreement. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.“

Purchase Price Adjustments. Ernst & Young, LLP (a) Seller shall within seventy-deliver to Buyer no later than five (755) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period Business Days prior to the Closing DateDate a written statement (the “Estimated Closing Statement”) setting forth (i) Seller’s good faith estimate of (A) the Adjustment Amount (the “Estimated Adjustment Amount”) and (B) the NPV of Waived Management Fee (the “Estimated NPV of Waived Management Fee”) and (ii) Seller’s good faith calculation of the Preliminary Closing Purchase Price, including its calculation of each of the components thereof, in each case, together with supporting documentation used by Seller in calculating such amounts. In To the extent reasonably requested by Buyer, Seller shall provide to Buyer and its advisors prior to Closing reasonable access during normal business hours to financial records and work papers used in calculating the Estimated Closing Statement and the components thereof and Seller will consider in good faith any comments provided by Buyer to the Estimated Closing Statement or any calculations or components thereof and may (but is not required to) update and revise the Estimated Closing Statement prior to the Closing following such consideration (and any such updated and revised Estimated Closing Statement shall be considered the Estimated Closing Statement for the purposes of this Agreement); provided that (A) in no event that shall any review of the audit reveals that Estimated Closing Statement or the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such periodcomponents thereof by Buyer or any of its advisors, or any dispute relating thereto, delay or prevent the Closing and (bB) paid accounts payable at a reduced in no event shall such consultation or delayed rate during such period, Vision 21 shall seek an adjustment the delivery of the Estimated Closing Statement be deemed to constitute the Purchase Price. In agreement of Buyer to any of the event that estimates or components therein (other than the proposed adjustment materially impacts the goodwill which may be created by the transactionEntire Business Value, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of Expansion Area Adjustment Amount and the Purchase Price, in each case, as previously determined by the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management AgreementValuation Providers) or Vision 21 Common Stock at the Physician's optionbe construed as a waiver by Buyer of its rights under this Section 2.5.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75a) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the As promptly as practicable (but not later than ninety (90) day period prior to days) following the Closing Date. In , Buyer shall deliver to Parent a certificate setting forth in reasonable detail (A) Buyer’s calculation of (1) Closing Date Working Capital (the event that “Preliminary Working Capital Determination”), (2) Closing Date Cash (the audit reveals that “Preliminary Cash Determination”), (3) Closing Date Debt (the Company and/or “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses (the Partnership have “Preliminary Transaction Expenses Determination”), and (aB) collected accounts receivable at an accelerated rate during based on such periodcalculations, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to calculation of the Purchase Price. In Price (the event that “Preliminary Purchase Price Determination” and, together with the proposed adjustment materially impacts the goodwill which may be created by the transactionPreliminary Working Capital Determination, the proposed adjustment shall take into account Preliminary Cash Determination, the related impact upon net income created by Preliminary Debt Determination and the change Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”), all in amortization accordance with the Accounting Principles; provided, however, that until such time as the calculation of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the parties pursuant to this Section 2.5, Buyer and its accountants shall, upon Parent’s reasonable request, make themselves available to discuss with Parent and its accountants during normal business hours at a mutually agreeable time the Preliminary Closing Statement and Parent and its accountants shall be provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its decision to seek an adjustment accountants used in connection with the preparation of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionPreliminary Closing Statement.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75) days of If the Closing Date conduct an audit of Seller or the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, Servicer -------------------------- adjusts downward the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects any Principal Receivable sold to the proposed adjustmentPurchaser pursuant to this Agreement because of a rebate, then refund, unauthorized charge or billing error to an Obligor, or because such Receivable was created in respect of goods or services which were refused, returned or not received by an Obligor, or if the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within Seller or the above-described ten (10) day period that Physician objects to Servicer otherwise adjusts downward the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustmentany such Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, if anythen, which should be made. During all time periods following Vision 21's notice that it intends to adjust in any such case, the Purchase Price until otherwise payable on the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed following Purchase Price Payment Date shall be reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of such adjustment. The adjustment may be settled in cash (which Similarly, the Purchase Price otherwise payable on any Purchase Price Payment Date shall be set-off from moneys due New P.A. reduced by the product of the Adjustment Factor for such Purchase Price Payment Date and the amount of any Principal Receivable which was discovered during the preceding Collection Period as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in Section 5.1(b) was breached. If, as a result of any adjustment or discovery described above, the Purchaser is required to pay any amount to the Servicer for deposit into the Excess Funding Account pursuant to Section 3.8(a) of the Restated Agreement, the Seller shall pay such amount to the Purchaser, in immediately available funds, not later than 2:00 P.M. (New York City time) on the second Business Management Agreement) Day following the date of such adjustment or Vision 21 Common Stock at discovery and such amount shall be paid by the Physician's optionPurchaser to the Seller on the following Purchase Price Payment Date. If the Purchase Price Adjustment for any Purchase Price Payment Date would cause the Purchase Price for such Purchase Price Payment Date to be a negative number, the Seller shall pay to the Purchaser on such Purchase Price Payment Date an amount equal to the amount by which such Purchase Price Adjustment exceeds such Purchase Price (calculated before giving effect to such Purchase Price Adjustment).

Purchase Price Adjustments. Ernst & YoungIf Purchaser makes any repairs, LLP shall within seventy-five (75) days of accepts any returns or grants any allowances from and after the Closing Date conduct an audit Date, in compliance with the return or warranty policy of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period Seller published by Seller on or prior to the Closing Date, relating to any product produced or sold by Seller on or prior to the Closing Date, Purchaser shall do so as agent of Seller without any liability to Seller or anyone else by so acting, and the costs associated with such returns, repairs or allowances shall be promptly reimbursed by Seller on the Purchase Price Adjustment Date. With respect to any return, the costs associated with such return to be credited to Purchaser shall be equal to the excess of (I) the sum of (a) the retail price to be credited to the customer plus (b) any merchant costs associated with crediting the customer, plus (c) any return shipping costs covered or reimbursed (together with (a) and (b) the “Full Retail Cost”) over (II) the Net Inventory Cost for the returned item. For purposes hereof, “Net Inventory Cost” for any returned item shall equal the “cost of goods sold” for that item. The costs of repairs shall be the actual out of pocket costs incurred by Purchaser in making such repair. In the event that Purchaser shall reasonably determine that any items returned are broken, damaged or unable to be sold as new (such items “Damaged Goods”), Seller shall indemnify Purchaser for the audit reveals Full Retail Cost of such items and upon return of any Damaged Goods to Purchaser, Purchaser shall deliver the Damaged Goods to Seller at Seller’s expense. Notwithstanding anything contained herein or in any Transaction Agreement to the contrary, Seller shall be permitted through the date which is the 30th day following the Purchase Price Adjustment Date (as herein defined) to liquidate the Damaged Goods on Odimo’s Ebay clearance site, provided, that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such periodSeller shall not reference Purchaser, xxx.xxxxxxxxxxxxxx.xxx, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In WOW Business in connection with the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization liquidation of such goodwillDamaged Goods. Vision 21 Purchaser and Seller shall notify use their respective commercially reasonable best efforts to work together on repairs, returns and allowances for all items returned for credit, exchange or repairs. On or before the Physician in writing within seventy-five (75) days last day of each month following the Closing Date of its decision to seek an adjustment of the Purchase Price(or, if such date is not a Business Day, the amount of the proposed adjustment and its reasons for first Business Day thereafter) (each such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustmentdate, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the a “Purchase Price Adjustment Date”) continuing until 180 days following the adjustment is finalizedClosing Date, Vision 21 Purchaser shall provide present Seller with a schedule of all returns, repairs and allowances that have been transacted by Purchaser hereunder during the immediately preceding month (the “Return and Repair Schedule”) and Seller shall reimburse Purchaser for any amount amounts owed to Physician and his accountants full access Purchaser under this Section 2.1(b). Notwithstanding the foregoing, Seller shall not be required to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant reimburse Purchaser for any amounts related to the Business Management Agreement) returns or Vision 21 Common Stock at the Physician's optionwarranty repairs of SWI watches.

Purchase Price Adjustments. Ernst & Young(i) Promptly, LLP shall but in any event within seventy-five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period days after the Closing, Buyer shall deliver or cause to be delivered to the Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculations, together with reasonably detailed supporting documents, of (A) the Pre-Closing Leakage Amount, (B) the aggregate amount of all Closing Indebtedness, (C) the aggregate amount of the Transaction Expenses that were not separately paid by the Seller, the Company, or on their behalf prior to the Closing DateClosing, (D) the Normalized EBITDA, (E) the Net Working Capital Adjustment Amount, (F) the resulting calculation of the Adjusted Purchase Price and (F) the Net Assets of the Company. In Unless, within the event that thirty (30) day period following the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days Seller’s receipt of the Closing Date Statement (the “Review Period”), the Seller delivers written notice to Buyer (the “Dispute Notice”) setting forth in reasonable detail any and all items of its decision disagreement related to seek an adjustment of the Pre-Closing Leakage Amount, the Closing Indebtedness, the Transaction Expenses that were not paid prior to the Closing, the Net Working Capital Adjustment Amount and the Adjusted Purchase Price, in each case as set forth on the amount Closing Statement (each, an “Item of Dispute”), the Closing Statement shall be conclusive and binding upon the Seller and Buyer. The Seller shall use its reasonable commercial efforts to cooperate with Buyer in connection with the preparation of the proposed adjustment Closing Statement. After the delivery of the Closing Statement, Buyer shall cause the Company to reasonably cooperate with the Seller in connection with its review of the Closing Statement, including, without limitation, by providing the Seller and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days accountants reasonable access, during normal business hours and upon reasonable advance notice, to materials used in the preparation of Physician's receipt of such notice that Physician objects the Closing Statement to the proposed adjustment, then extent reasonably necessary for the proposed adjustment shall take place Seller and shall be finalits accountants to complete such review. If Physician notifies Vision 21 within the above[***] **CONFIDENTIAL AND ATTORNEY-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.CLIENT PRIVILEGED**

Purchase Price Adjustments. Ernst & Young(i) The Purchase Price shall be increased or decreased as the case may be, LLP shall within seventyon a dollar-five (75) days of the Closing Date conduct an audit of the Company and the Partnership for-dollar basis, to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to reflect a positive or negative amount for Net Working Capital on the Closing Date. In addition if, but only to the event that extent that, the audit reveals that calculation of Net Working Capital does not reflect the Company and/or following items the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a Purchase Price shall be reduced or delayed rate during increased, as appropriate, by the amount not reflected in such periodcalculation: (A) the full remaining liability of Sierra to Doppelmayr USA, Vision 21 shall seek an adjustment Inc. under that certain Sales and Installation Contract, dated May 28, 1996 (the "Doppelmayr Contract"), with respect to the installation of three detachable quad lifts at Sierra, (B) the liability, on a discounted basis, for certain promotional items which Buyer is obligated to honor under Section 11.17 of this Purchase PriceAgreement, (C) an allocation reflecting the cost of new uniforms for Resort Group employees as born equally by Fibreboard and Buyer, and (D) the amount established by Sierra as a reserve for environmental liability as of June 30, 1996, less any amounts drawn on such reserve prior to Closing. In addition, if (for reasons of impracticality of transferring assets prior to the Closing from an Acquired Corporation to Fibreboard or a third party designated by Fibreboard) at the Closing any Acquired Corporations own any Excluded Assets, after the Closing,(I) Buyer agrees to cause, at Fibreboard's expense, such Acquired Corporations to take all actions reasonably requested by Fibreboard to convey such Excluded Assets to Fibreboard (or its designee) without payment by Fibreboard of any consideration therefor and (II) at all times prior to such conveyance, to cause the Acquired Corporations to hold any such Excluded Assets in trust for the benefit of Fibreboard (with all benefits of such Excluded Assets being conveyed by such Acquired Corporations to Fibreboard and all Liabilities relating thereto being assumed by Fibreboard). If after the Closing the Parties agree that it is not possible, on commercially reasonable terms, to convey any such Excluded Assets form the Acquired Corporations to Fibreboard (or its designee), the Parties shall endeavor to agree to a value to be paid by the respective Acquired Corporations to Fibreboard for such assets. In the event that the proposed adjustment materially impacts Parties are unable to agree on a value for any such assets, they shall submit the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision matter to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionArbitration.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy(a) Post-five Closing Estimates. Within one hundred and twenty (75120) days following the Closing Date (the “Preparation Period”), Seller shall prepare and deliver to Purchaser a statement (the “Closing Statement”) setting forth Seller’s calculation of (i) the Closing Cash, (ii) the Closing Indebtedness and (iii) the Closing Working Capital, in each case along with reasonable supporting detail to evidence the calculation of such amount. During the Preparation Period, Purchaser shall, and shall cause the Company and Company Subsidiary to, provide Seller and its representatives with reasonable access to its officers, employees, agents and other personnel to the extent reasonably necessary to enable the Seller to prepare, deliver and verify the Closing Statement and the information contained therein. The Closing Statement shall be prepared on a basis consistent with the accounting methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Financial Statements and, in the case of the Closing Date conduct an audit of Working Capital, such accounting methodologies, practices, estimation techniques, assumptions and principles used in establishing the Company Target Working Capital. Purchaser and the Partnership to ensure that the Company and the Partnership its representatives shall have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior days following its receipt of the Closing Statement and the supporting detail (the “Review Period”) to review the same. During the Review Period, Seller shall provide Purchaser and its representatives with reasonable access, during normal business hours and in a non-disruptive manner, to its and the Seller’s officers, employees, agents and other personnel to the extent reasonably necessary to enable the Purchaser to review and verify the Closing Statement and the information contained therein. On or before the expiration of the Review Period, Purchaser shall deliver to Seller a written statement accepting or objecting to the Closing DateStatement (the “Closing Statement Response Notice”). In If Purchaser does not deliver a Closing Statement Response Notice to Purchaser within the event that the audit reveals that the Company and/or the Partnership Review Period, Purchaser shall be deemed to have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of accepted the Closing Date of Statement in its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionentirety.

Purchase Price Adjustments. Ernst & Young(a) Not more than ten Business Days, LLP shall within seventy-nor less than five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period Business Days, prior to the First Closing Date. In , Parent shall deliver to Purchaser a statement (the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period“Preliminary First Closing Statement”), or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created duly executed by the transactionChief Financial Officer or Chief Executive Officer of Parent, setting forth in reasonable detail, and certifying to Purchaser, the proposed adjustment shall take into account Seller Parties’ good faith calculation (including the related impact upon net income created by methods of calculation) of: (A) the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the cumulative amount of the proposed adjustment Bridge Loan Interest Expense accrued or incurred since inception through and its reasons for such decision. If Physician does including February 28, 2009, whether or not notify Vision 21 within ten due and payable (10the “February Cumulative Interest Amount”); (B) days the aggregate amount (the “Paid Interest Amount”) of Physician's receipt any portion of such notice that Physician objects Bridge Loan Interest Expense actually paid by the Seller Parties or their respective Affiliates (other than any Subject Entity, LIHTC Fund or any of their respective Subsidiaries) to or on behalf of any LIHTC Fund since inception to February 28, 2009; (C) the actual and projected aggregate amount of the Bridge Loan Interest Expense to be incurred after February 28, 2009 (the “Future Interest Amount”); (D) any and all Interim Paid Management Fees; (E) any and all Expenses incurred or accrued by, or on behalf of, any Subject Entity, or LIHTC Fund and outstanding as of May 31, 2009 (the “Interim Accrued Expenses”); and (F) the aggregate amount (the “Paid Interim Expense Amount”) of any portion of such Interim Accrued Expenses actually paid by the Seller Parties or their respective Affiliates as of May 31, 2009. The Seller Parties shall consult with Purchaser with respect to the proposed adjustment, then preparation of the proposed adjustment shall take place Preliminary First Closing Statement and the calculations set forth therein and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall consider in good faith negotiate an appropriate amount of any comments to the adjustmentPreliminary First Closing Statement or the calculation set forth therein that may be provided to Parent by Purchaser. At the First Closing, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the First Closing Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.adjusted as follows:

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have has collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have has (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician Shareholder in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician the Shareholder does not notify Vision 21 within ten (10) days of Physicianthe Shareholder's receipt of such notice that Physician the Shareholder objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician the Shareholder notifies Vision 21 within the above-described ten (10) day period that Physician the Shareholder objects to the proposed adjustment, then Vision 21 and Physician the Shareholder shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician Shareholder and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the PhysicianShareholder's option.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or As used herein: (bi) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the “Final CEBARRA Purchase Price. In ” means (A) the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Base CEBARRA Purchase Price, plus (B) the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustmentFinal Additional CEBARRA Equity Amount, if any, which should be mademinus (C) the Final CEBARRA Leakage Amount, if any, plus (D) the applicable Closing Interest, minus (E) Consent Fees and Expenses, if any, in each case as finally determined pursuant to this Section 2.3. During all time periods following Vision 21's notice that it intends to adjust (ii) “Final CELSEPAR Purchase Price” means (A) the Base CELSEPAR Purchase Price until plus (B) the adjustment is finalizedFinal Additional CELSEPAR Equity Amount, Vision 21 if any, minus (C) the Final CELSEPAR Leakage Amount, if any, minus (D) the Closing Debt Payment, minus (E) the Closing EPC Payment, plus (F) the applicable Closing Interest, minus (G) Consent Fees and Expenses, if any, minus (H) the CELSEPAR Credit Agreement Amortization Payments, if any, minus (I) the EPC Payment Agreement Payments, if any, in each case as finally determined pursuant to this Section 2.3. (b) After the Closing, Buyer shall provide have one hundred twenty (120) days to Physician and his accountants full access deliver to all relevant books, records and work papers utilized in preparing Sellers a statement (the proposed “Preliminary Post-Closing Statement”) that shall set out Buyer’s calculation of the Final CEBARRA Purchase Price adjustment. The and the Final CELSEPAR Purchase Price, quantifying each component listed in Section 2.3(a) and any applicable adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management AgreementSellers’ Closing Statement, together with reasonable documentation sufficient to allow Sellers and their Representatives to verify each of the foregoing and such other documentation as Sellers may reasonably request. If Buyer does not deliver a Preliminary Post-Closing Statement on or prior to the one hundred twentieth (120th) or Vision 21 Common Stock at day after the Physician's optionClosing, then the Sellers’ Closing Statement shall become final and binding upon the Parties and Buyer shall release and pay to each Seller an amount equal to such Seller’s Allocable Portion of the CEBARRA Holdback Amount and of the CELSEPAR Holdback Amount plus the Closing Interest applicable thereto. Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.

Purchase Price Adjustments. Ernst & Young(a) The Unadjusted Purchase Price shall be subject to adjustment at Closing as follows: (i) increased by the amount, LLP shall within seventy-if any, by which the Estimated Net Working Capital exceeds the Target Working Capital; (ii) decreased by the amount, if any, by which the Target Working Capital exceeds the Estimated Net Working Capital; (iii) decreased by the Estimated Closing Debt; (iv) decreased by the Estimated Transaction Expenses; and (v) increased by Estimated Closing Cash. (b) Not later than five (755) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer for review a preliminary settlement statement, in substantially the form attached hereto as Exhibit E, and attaching reasonable supporting documentation in Seller’s possession to enable a review thereof by Buyer (the “Estimated Settlement Statement”), setting forth Seller’s estimated calculation of the Adjusted Purchase Price (the “Estimated Adjusted Purchase Price”) after giving effect to all adjustments set forth in Section 2.4(a), including its good faith estimate of (i) Net Working Capital (“Estimated Net Working Capital”), (ii) Closing Debt (the “Estimated Closing Debt”), (iii) Transaction Expenses (“Estimated Transaction Expenses”), and (iv) Closing Cash (“Estimated Closing Cash”), together with applicable wiring instructions. In Within two (2) Business Days after Xxxxx’s receipt of the event Estimated Settlement Statement, Buyer shall deliver to Seller a written report containing all changes that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment Buyer proposes in good faith to be made to the Purchase PriceEstimated Settlement Statement, together with the explanation therefor and the supporting documents thereof, if available. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician The Parties shall in good faith negotiate an appropriate amount attempt to agree in writing on the Estimated Settlement Statement as soon as possible after Xxxxxx’s receipt of Buyer’s written report, but in any event prior to the adjustmentClosing. The Estimated Settlement Statement, if anyas agreed upon in writing by the Parties, which should will be made. During all time periods following Vision 21's notice that it intends used to adjust the Unadjusted Purchase Price until at the adjustment is finalized, Vision 21 shall provide Closing and to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing determine the proposed Adjusted Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.Closing; provided, that if

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period Not later than three Business Days prior to the Closing Date, Selling Shareholder shall deliver to Buyer a statement (the "Preliminary Statement") setting forth a calculation of the Purchase Price, including its good faith estimate of (i) the Actual Net Working Capital based on the calculations prepared by the chief financial officer of Selling Shareholder (the "Estimated Net Working Capital"), (ii) the aggregate amount of Funded Debt outstanding as of immediately prior to the Closing, (iii) the amount of Net Cash as of immediately prior to the Closing and (iv) the amount of the Company Expenses. The Preliminary Statement shall be subject to the review of Buyer and shall be reasonably acceptable to Buyer. Included in Exhibit 2.3(a) are the principles for calculating Target Net Working Capital and Actual Net Working Capital, which are referred to in this Agreement as the "Net Working Capital Calculation Principles." As promptly as practicable, but no later than 90 days after the Closing Date, Buyer shall at its expense cause to be prepared and delivered to Selling Shareholder a certificate setting forth the adjusted Purchase Price including (i) the Closing Balance Sheet, (ii) the Actual Net Working Capital (as determined in accordance with the Net Working Capital Calculation Principles), (iii) the aggregate amount of Funded Debt outstanding as of immediately prior to the Closing, (iv) the amount of Net Cash as of immediately prior to the Closing and (v) the amount of the Company Expenses, together with supporting calculations and documentation in reasonable detail (the "Adjustment Certificate"). In the event that the audit reveals that Purchase Price set forth in the Company and/or Adjustment Certificate as finally determined by the Partnership have Arbitrating Accountant in accordance with Section 2.3(d) (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the "Adjusted Purchase Price") is less than the Closing Cash Amount, then within five Business Days after the date the Adjustment Certificate becomes final in accordance with Section 2.3(d), Selling Shareholder shall pay to Buyer, by wire transfer, the amount of the shortfall on a dollar for dollar basis. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of Adjusted Purchase Price is greater than the Closing Date of its decision Cash Amount, then within five Business Days after the date the Adjustment Certificate becomes final in accordance with Section 2.3(d), Buyer shall pay to seek an adjustment of the Purchase PriceSelling Shareholder, by wire transfer, the amount of the proposed adjustment surplus on a dollar for dollar basis. In the event payment is not made within the time required by this Section, interest shall accrue on the unpaid amount at the Revolver Rate until paid. Selling Shareholder and its reasons independent accountants shall be afforded, at Selling Shareholder's expense, access to any work papers prepared by Buyer or its independent accountants in connection with the Adjustment Certificate (subject to customary access agreements). The Adjustment Certificate shall become final and binding upon Selling Shareholder for such decision. If Physician does not notify Vision 21 purposes of this Agreement unless Selling Shareholder gives written notice of disagreement (a "Notice of Disagreement") to Buyer within ten (10) 30 days of Physicianfollowing Selling Shareholder's receipt of the Adjustment Certificate. Any such notice Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. For a period of 30 days following Buyer's receipt of a Notice of Disagreement, Selling Shareholder and Buyer shall attempt to resolve in writing any differences that Physician objects they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 30 day period, Buyer and Selling Shareholder have failed to reach written agreement with respect to all such matters, then Buyer and Selling Shareholder shall promptly submit all such matters as specified in the Notice of Disagreement, as to which such written agreement has not been reached, to the proposed adjustmentnational transaction services office of BDO Xxxxxxx, then LLP (the proposed adjustment "Arbitrating Accountant") for review. Buyer and Selling Shareholder shall take place each submit a written statement of position to the Arbitrating Accountant concerning the calculation of the Net Working Capital Target, Actual Net Working Capital or amount of Funded Debt, Net Cash or Company Expenses, as the case may be, and shall cause the Arbitrating Accountant to act promptly to determine whether to accept either the position of Buyer or the position of Selling Shareholder, taking into account whether the calculations of the Net Working Capital Target and Actual Net Working Capital were done in accordance with the Net Working Capital Calculation Principles, and the Arbitrating Accountant shall not make any other determination, including any determination as to whether the Net Working Capital Target, Actual Net Working Capital or amount of Funded Debt, Net Cash or Company Expenses in either party's position statement is correct, provided that the Arbitrating Accountant shall be required to accept the position of the party that is closest to what the Arbitrating Accountant believes to be the correct position. In reaching its determination, the only alternatives available to the Arbitrating Accountant will be to (i) accept the position of Buyer or (ii) accept the position of Selling Shareholder. The Arbitrating Accountant shall have access to all documents and facilities necessary to perform its functions as arbitrator, and may at its discretion establish binding rules of procedure for the conduct of the arbitration. The costs and expenses of the Arbitrating Accountant shall be paid by Selling Shareholder, on the one hand, and Buyer, on the other hand, in inverse proportion (based on value) as Selling Shareholder and Buyer prevail on any disputed matters, as determined by the Arbitrating Accountant. The determination of the Arbitrating Accountant with respect to such matters shall be the exclusive method for the resolution of such matters, shall be final, non-appealable and binding upon the parties hereto and may be enforced by any court of competent jurisdiction. If Physician notifies Vision 21 within Closing The purchase and sale of the above-described ten Share (10the "Closing") day period provided for in this Agreement will take place at the offices of Xxxxxxx Xxxxxxx & Xxxxxx P.L.L., counsel to Selling Shareholder, located at One Cleveland Center, 20th Floor, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, at 10:00 a.m. (local time) on the date that Physician objects is five Business Days following the satisfaction of the conditions set forth in Articles 7 and 8, or at such other time and place as the parties may agree. Subject to the proposed adjustmentprovisions of Section 11, then Vision 21 failure to consummate the purchase and Physician shall in good faith negotiate an appropriate amount sale of the adjustment, if any, which should be made. During all Share provided for in this Agreement on the date and time periods following Vision 21's notice that it intends to adjust and at the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. place determined pursuant to this Section will not result in the Business Management termination of this Agreement and will not relieve any party of any obligation under this Agreement) or Vision 21 Common Stock at the Physician's option.

Purchase Price Adjustments. Ernst & YoungAt Closing, LLP Seller shall sell the Property and Purchaser shall buy the same, in accordance with the terms of this Option Contract. The total purchase price to be paid by Purchaser to Seller is ____________________________________ Dollars ($__________________) (the “Purchase Price”) payable by certified check or by such means as shall be satisfactory to Seller. All rents, real estate taxes, insurance premiums, interest, subdivision assessments and utility charges (if any) relating to the Property, except as hereinafter provided, shall be prorated and adjusted as of Closing, in accordance with generally accepted principles of real estate closing, with Seller having the last day and such adjustments shall be added to or subtracted from the price as determined. Notwithstanding the foregoing, Purchaser is responsible for all costs of recording and Closing. TRANSFER AND CONDITION OF TITLE Purchaser shall have 30 days from the Option Date to obtain a title commitment for the Property from the Title Company (the “Title Commitment”) and advise Seller in writing that the condition of title is defective, in which event such written notice shall detail the manner in which title is defective. If Purchaser notifies Seller that title is defective, Seller shall have 30 days from receipt of such notice within seventy-five which it may attempt to cure such defects. Nothing herein obligates Seller to cure such defects. If Seller does not cure such defects within the allotted time, Purchaser may elect within 10 days after the expiration of the earlier of (75i) days Seller’s written notice to Purchaser refusing to cure any such defects or (ii) said 30 day period, either to terminate this Option Contract without further liability of the parties hereunder, except as expressly provided herein, or Purchaser may accept such title as Seller is able to convey, without a reduction in the Purchase Price. If Purchaser fails to notify Seller under this paragraph within the applicable time periods provided above either that the condition of title is unacceptable or that Purchaser elects to terminate this Contract, Purchaser shall be deemed to have accepted the condition of title as shown in the Title Commitment and the parties shall proceed to Closing. Purchaser shall pay for all title charges, including all Title Commitment and title policy charges and all other fees for services rendered by the Title Company. If Purchaser terminates this Option Contract as a result of Seller’s failure to cure any stated defects, then the Option Fee shall be returned to Purchaser. The Closing Date shall be extended if necessary to account for the time periods set forth herein. On the Closing Date, Seller shall convey the Property to Purchaser by means of a Special Warranty Deed in the form attached hereto as Exhibit B and made a part hereof, including the restrictions upon use of the Property listed therein. Possession of the Property shall be delivered to Purchaser at time of transfer of title. Sewer service charge (if any) and taxes due and payable on the Closing Date shall be prorated and adjusted on the Closing Date. Attached hereto as Exhibit C is a mutually satisfactory narrative detailing the size, scope and nature of Purchaser’s proposed development of the Property (the “Property Use Description”). Regarding Purchaser’s improvements to the Property as set forth in the Property Use Description, Purchaser represents, warrants and covenants to Seller the following: Purchaser shall construct the improvements on the Property as per the Property Use Description (the “Project”). Construction on the Project shall commence within 12 months of the Closing Date conduct (the “Commencement Date”) and be completed within 30 months after such commencement (the “Completion Date”). On the Completion Date, Purchaser shall send Seller a written notice of completion. Purchaser acknowledges and agrees that the loss and damages to Seller arising from Purchaser’s failure to abide by the Commencement Date and Completion Date would be an audit uncertain amount that is difficult to ascertain or prove, and as such, the parties agree that the Seller shall have its election of the Company and following remedies: (a) liquidated damages for failure to complete construction by the Partnership Completion Date shall be an amount equal to ensure that 25% of the Company and Purchaser Price (“Liquidated Damaged”) or (b) if Purchaser fails to complete construction by the Partnership have collected accounts receivable and paid accounts payable Completion Date, Seller may buy back the Property for an amount equal to 70% of the Purchase Price (“Buy Back”). At Closing, Purchaser shall execute a deed in the ordinary course of business during form attached hereto as Exhibit D (the ninety (90“Buy Back Deed”) day period prior to be held in escrow by the Title Company pursuant to the Closing Dateescrow agreement attached hereto as Exhibit E (the “Escrow Agreement”), which shall also be executed by all parties at Closing. In the event that the audit reveals Project commenced on or before the Commencement Date and was completed on or before the Completion Date, the Buy Back Deed and Escrow Agreement shall be released and deemed terminated, respectively. If Purchaser fails to commence work on the Project by the Commencement Date or complete the Project by the Completion Date, Seller shall give the Purchaser written notice of the same, and if Purchaser fails to cure within fifteen (15) days after the notice is sent, Seller shall elect in writing to Purchaser Liquidated Damages or Buy Back. In the event Seller elects Buy Back, the parties shall proceed to convey the Property to Seller subject only to title exceptions approved by Seller. The final recording of the Buy Back Deed to Seller shall occur only upon Seller’s final approval of the condition of the Property and shall be subject to Seller’s receipt of a title commitment satisfactory to Seller, in Seller’s sole and absolute discretion. Purchaser shall execute all affidavits, waivers, and other documents required by the Title Company to convey the Property to Seller in accordance with this Section. Purchaser shall be responsible to pay all title and closing costs and shall pay any taxes, assessments, or other fees incurred during Purchaser’s ownership of the Property or otherwise necessary to convey the Property to Seller in satisfactory condition. The parties agree that no broker’s commission shall be due in connection with the Company and/or conveyance of the Partnership have Property to Seller under this Section. If the Property is not in a condition that is acceptable to Seller, it Seller’s sole and absolute discretion, Seller may by written notice to Purchaser change its election to Liquidated Damages. In the event Seller elects Liquidated Damages, the parties further agree that Purchaser shall pay any liquidated damages owed to Seller pursuant to this Section immediately upon demand. Notwithstanding the foregoing, Purchaser shall not be liable or responsible for any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the reasonable control of the responsible party and these delays shall be excluded from the computation of any periods of time when calculating the Commencement Date and the Completion Date, so long as Purchaser provides Seller with written notice of such force majeure events within 10 business days after their occurrence. The foregoing covenants shall survive the Closing. If Purchaser’s use of the Property requires the subdivision or resubdivision or the Property, Purchaser shall at its sole cost and expense, comply with all laws and regulations pertaining to subdividing the Property. If any material part of the improvements on the Property is destroyed or materially damaged (excluding ordinary wear and tear) prior to Closing Date, Seller shall give notice to Purchaser of such damage or destruction and of Seller’s insurance coverage. Purchaser shall elect within 15 business days thereafter by written notice to Seller either: (a) collected accounts receivable at an accelerated rate during such periodto terminate this Option Contract, in which event the Option Fee shall be refunded to Purchaser; or (b) paid accounts payable at a reduced or delayed rate during such periodto close the transaction contemplated hereby, Vision 21 shall seek an adjustment to the Purchase Price. In the in which event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalizedshall not be reduced but Seller shall assign to Purchaser Seller’s rights in any insurance proceeds paid or payable to Seller in connection with such damage or destruction. If Purchaser does not give written notice of termination to Seller timely, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which then Purchaser shall be set-off from moneys due New P.A. pursuant deemed to have elected to close the Business Management Agreementtransaction contemplated hereby in accordance with clause (b) of this section. If this Option Contract is terminated as provided in clause (a) of this section then the parties shall have no further rights or Vision 21 Common Stock at obligations under this Option Contract except those that expressly survive the Physician's optiontermination of this Option Contract.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75a) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller Representative an unaudited consolidated balance sheet of the Acquired Companies as of the Sale Time (the "Final Closing Date Balance Sheet") and a reasonably detailed statement (together with the Final Closing Date Balance Sheet, collectively, the "Adjustment Statements") setting forth Buyer's calculations of Closing Date Cash (the "Final Closing Date Cash"), Closing Date Indebtedness (the "Final Closing Date Indebtedness"), and Closing Date Net Working Capital (the "Final Closing Date Net Working Capital"). The Adjustment Statements delivered by Buyer shall be accompanied by reasonable supporting details and work papers. The Final Closing Date Balance Sheet shall be prepared in accordance with the Specified Accounting Principles, provided that the Acquired Companies' inventory shall reflect the results of the physical inventory count jointly conducted by Buyer and Seller prior to the Closing Date conduct an audit for purposes of establishing the Company count portion of inventory and each component thereof to be included in the Partnership to ensure that Final Closing Date Balance Sheet (the Company "Physical Inventory Count"), which Physical Inventory Count shall (i) include only inventory of a quality and the Partnership have collected accounts receivable quantity usable and paid accounts payable salable in the ordinary course of the applicable Acquired Company's business during consistent with past practice, and (ii) reflect adjustments in accordance with the ninety (90) day period prior Specified Accounting Principles to take into account any days elapsed between the date the physical inventory was conducted and the Closing Date. In The respective independent auditors (or other designee) of Seller and the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustmentBuyer Parties, if any, which should shall have the right to observe the taking of the Physical Inventory Count. If Buyer fails to timely deliver the Adjustment Statements, then the Seller Representative shall have the option to declare the Closing Calculation to be madedeemed the final Adjustment Statements for purposes of this Section 2.07. During all time periods following Vision 21Within sixty (60) days after delivery of the Adjustment Statements and adequate reasonable supporting information, the Seller Representative may deliver written notice (the "Protest Notice") to Buyer of any objections that the Seller Representative may have to the Adjustment Statements, provided that the Seller Representative's notice that it intends objections shall be limited to adjust (i) the Purchase Price until Adjustment Statements not being prepared in accordance with this Agreement, including Buyer's failure to correctly apply the adjustment is finalized, Vision 21 shall Specified Accounting Principles or to provide to Physician and his accountants full access to all relevant books, records reasonably adequate supporting details and work papers utilized in preparing the proposed Purchase Price adjustmentfor its calculations, and (ii) arithmetic errors. The adjustment may be settled Protest Notice shall set forth in cash (which reasonable detail the basis of such objection(s) together with the amount(s) in dispute; provided, that the Seller Representative's obligation to provide reasonable detail shall be set-off from moneys due New P.A. conditioned on the Seller Representative having had such access and cooperation pursuant to this Subsection (a) (as described below) as it shall have deemed reasonably necessary. Upon receipt of the Business Management AgreementAdjustment Statements, the Seller Representative and its Representatives shall be given prompt and reasonable access, during normal business hours, to all of Buyer's, the Acquired Companies' and their accountants' books and records (including working papers, schedules and calculations) reasonably relating to the preparation of the Adjustment Statements, including by Buyer making any applicable records available in electronic form where reasonably requested. The Seller Representative and its Representatives may make inquiries of Buyer, the Acquired Companies, and their respective Representatives regarding questions concerning or Vision 21 Common Stock at disagreements with the Physician's optionAdjustment Statements arising in the course of their review thereof, and Buyer shall use its, and shall cause the Acquired Companies to use their respective, reasonable efforts to cooperate with and promptly respond to such inquiries.

Purchase Price Adjustments. Ernst & YoungIf on the Closing Date, LLP Seller's Total Assets do not exceed Seller's Current Liabilities by $445,213 ("Target Net Worth"), the Purchase Price shall within seventybe decreased or increased in an amount equal to the difference between the Target Net Worth and the actual difference between Total Assets and Current Liabilities. Total Assets shall be defined as: (i) accounts receivable, (ii) work not billed, (iii) prepaid expenses and(iv) fixed assets, equipment and machinery, and computer hardware set forth in Schedule 1.1(a) (valued at $6,000 for the purposes of this section). Current Liabilities shall be defined as those liabilities listed on Schedule 1.3(c). Total Assets and Current Liabilities shall be determined in accordance with GAAP consistently applied. An example of the Purchase Price calculation (using December 31, 2003 balances) is attached as Schedule 1.6. Within forty-five (7545) days after the Closing, Purchaser and Seller shall attempt to reconcile and agree upon Total Assets and Current Liabilities that existed on the Closing Date. If upon reconciliation the Target Net Worth has not been attained, Seller and Purchaser shall jointly notify the Escrow Agent to promptly (within fifteen (15) days) refund to Purchaser in cash an amount equal to the amount of the deficiency. In addition, Seller shall promptly refund to Purchaser the amount of any deficiency that exceeds the Escrowed Amount. If upon reconciliation, the Target Net Worth has been exceeded, Purchaser shall promptly (within fifteen (15) days) deposit into escrowan amount equal to the amount of the excess. If Purchaser and Seller are unable to agree on a final calculation of the difference between Total Assets and Current Liabilities on or before the deadline specified in the preceding paragraph, then the Arbitrating Accounting Firm shall make a final determination thereof. In such case, each of Purchaser and Seller shall inform the Arbitrating Accounting Firm of their respective calculations of the amounts at issue, and each shall be granted the opportunity to provide to the Arbitrating Accounting Firm verbal and written explanations of their respective calculations. The Arbitrating Accounting Firm shall be instructed to complete its calculations within thirty (30) days of its engagement. The determination of the Arbitrating Accounting Firm shall be final and binding upon the parties. The fees of the Arbitrating Accounting Firm shall be paid by the non-prevailing party in any such dispute, as determined by the Arbitrating Accounting Firm. Any deposit required by the Arbitrating Accounting Firm shall be paid initially by Purchaser, but if Purchaser prevails in such dispute, Seller shall reimburse Purchaser for the deposit. The date for payment of any amounts payable under the preceding paragraph shall be extended if application of the foregoing dispute resolution mechanism extends beyond such date, to the date that is fifteen (15) days following the date of final resolution of such dispute. As of the Closing Date, the Accounts Receivable and Work Not Billed acquired by Purchaser are assumed to be one hundred percent (100%) billable and collectible. Upon acquisition of the Accounts Receivable and Work Not Billed, Purchaser shall for a period of one hundred twenty (120) days after the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable ("Collection Period") make reasonable efforts, in the ordinary course of business business, to xxxx and collect the Accounts Receivable and Work Not Billed. Promptly after completion of the Collection Period, Purchaser shall reassign to Seller or its designee any Accounts Receivable or Work Not Billed (including all relevant records) that it has been unable to collect during the ninety (90) day period prior to the Closing DateCollection Period. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the The amount of the proposed adjustment Accounts Receivable and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects Work Not Billed reassigned to the proposed adjustment, then the proposed adjustment Seller shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust decrease the Purchase Price until on a dollar-for-dollar basis and Seller and Purchaser shall jointly notify the adjustment Escrow Agent to promptly (within fifteen (15) days) pay such decreased amount to Purchaser. In addition, Seller shall promptly pay to Purchaser any decreased amount that exceeds the Escrowed Amount. If upon completion of the adjustments and the payments described above, there is finalizedstill a portion of the Escrowed Amount remaining, Vision 21 Seller and Purchaser shall provide jointly notify the Escrow Agent to Physician and his accountants full access promptly (within fifteen (15) days) pay the balance of the Escrowed Amount to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionSeller.

Purchase Price Adjustments. Ernst & Young(a) Post-Closing Adjustment of Cash Purchase Price. Within 90 days after the Closing Date, LLP shall within seventy-five Purchaser and its auditors will conduct a review (75the "Closing Review") days of the Book Value of Assets as of the close of business on the day before the Closing Date conduct an audit and will prepare and deliver to Seller a computation of the Company and Book Value of Assets as of the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course close of business during on the ninety day before the Closing Date (90the "Draft Computation"). Purchaser and its auditors will give Seller and its auditors an opportunity to observe the Closing Review and will make available to such Persons all records and work papers used in preparing the Draft Computation. If Seller disagrees with the computation of the Book Value of Assets reflected on the Draft Computation, Seller may, within thirty (30) days after receipt of the Draft Computation, deliver a notice (an "Objection Notice") to Purchaser setting forth Seller's calculation of the amount of the Book Value of Assets as of the close of business on the day period prior to before the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment The Purchaser and Seller will use reasonable efforts to resolve any disagreements as to the Purchase Pricecomputation of the Book Value of Assets, but if they do not obtain a final resolution within 30 days after Purchaser has received the Objection Notice, Purchaser and Seller will jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any remaining disagreements. In If Purchaser and Seller are unable to agree on the event that choice of the proposed adjustment materially impacts Firm, the goodwill which may Firm will be created a "big-six" accounting firm selected by lot (after excluding one firm designated by the transaction, Purchaser and one firm designated by Seller). Purchaser and Seller will direct the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing Firm to render a determination within seventy-five (75) 15 days of its retention and Purchaser, Seller and their respective agents will cooperate with the Closing Date Firm during its engagement. The Firm will consider only those items and amounts in the Draft Computation set forth in the Objection Notice which the Purchaser and Seller are unable to resolve. The Firm's determination will be based on the definition of its decision to seek an adjustment Book Value of Assets included herein. The determination of the Purchase PriceFirm will be conclusive and binding upon the Parties. Purchaser and Seller shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. The amount of the Book Value of Assets, as finally determined pursuant to this Section 2.3(a), is referred to herein as the "Actual Book Value of Assets." If the Actual Book Value of Assets is less than $11,579,711 (the "Book Value of Assets Shortfall"), Purchaser shall be entitled to receive from the Holdback, within two (2) Business Days after the determination thereof, the amount of such shortfall; provided, however, that if the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to amount then left in the proposed adjustment, then Holdback is less than the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustmentBook Value of Assets Shortfall, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 Seller shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant pay to the Purchaser, within two (2) Business Management AgreementDays after the determination of the Actual Book Value of Assets, the amount by which the Holdback is less than the Book Value of Assets Shortfall by wire transfer or delivery of other immediately available funds. If the Actual Book Value of Assets exceeds $11,579,711, Purchaser shall pay to Seller, within two (2) Business Days after the determination of such excess by wire transfer or Vision 21 Common Stock at the Physician's optiondelivery of other immediately available funds.

Purchase Price Adjustments. Ernst & Young(a) As promptly as possible, LLP shall but in any event within seventy-five sixty (7560) days after the Closing Date, the Purchaser will deliver to the Seller a statement showing the calculation of the Closing Date conduct an audit of the Company Net Working Capital, Closing Cash, Closing Indebtedness and the Partnership to ensure that the Company Closing Transaction Expenses and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment calculation of the Purchase Price, together with reasonable calculation details (the amount “Preliminary Closing Statement”). The Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles (to the extent applicable). If the Purchaser does not deliver the Preliminary Closing Statement within 60 days after the Closing Date, the Seller may elect to either (x) deliver a Preliminary Closing Statement to the Purchaser within an additional thirty (30) days thereafter or (and the procedures below shall apply with the Purchaser and the Seller switching roles) or (y) designate the Estimated Purchase Price as the final Purchase Price (in which event the final “Purchase Price” shall mean the Estimated Purchase Price). If the Seller elects to prepare the Preliminary Closing Statement in accordance with the immediately preceding sentence, then all subsequent references in this Section 1.5 to the Purchaser, on the one hand, and the Seller, on the other hand, will be deemed to be references to the Seller, on the one hand, and the Purchaser, on the other hand, respectively. After delivery of the proposed adjustment Preliminary Closing Statement, the Purchaser shall give the Seller and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full representatives reasonable access to all relevant booksreview the Purchaser’s, the Company’s and its Subsidiaries’ books and records and work papers utilized related to the preparation of the Preliminary Closing Statement. Seller and its representatives may make inquiries of the Purchaser, the Company and its Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in preparing the proposed Purchase Price adjustmentcourse of its review thereof, and the Purchaser shall use its, and shall cause the Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to the Purchaser a statement setting forth its objections thereto (an “Objections Statement”). Such Objections Statement will include a reasonably detailed description of each disputed item within each of Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses, together with reasonable calculation details. If an Objections Statement is not delivered to the Purchaser within forty-five (45) days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto; provided that, in the event the Purchaser, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by Seller or any of its representatives within five (5) days of request therefor (or such shorter period as may remain in such 45-day period), such 45-day period will be extended by one day for each additional day required for the Purchaser, the Company or any of its Subsidiaries to fully respond to such request; provided, further, that such 45-day period will be extended a minimum of five (5) days following the date on which the Purchaser, the Company and its Subsidiaries have fully responded to such request; provided, further, that, such period shall not be extended more than ninety (90) days after delivery of the Preliminary Closing Statement. Seller and the Purchaser shall use commercially reasonable efforts to negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Seller and the Purchaser shall submit such dispute to BDO USA LLP or such other mutually acceptable dispute resolution firm (the “Dispute Resolution Firm”). Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The adjustment may Dispute Resolution Firm shall consider only those items and amounts which are identified in the Objections Statement as being items which Seller and the Purchaser are unable to resolve. The Dispute Resolution Firm’s determination will be settled based solely on the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Purchase Price, as applicable, contained herein, and such determination shall not exceed the range of values proposed by Purchaser within the Preliminary Closing Statement or the range of values proposed by Seller within the Objections Statement, for each disputed item. Seller and the Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in cash any event within thirty (which 30) days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be setbased solely on the presentations by the Purchaser, the Seller, the Company and its Subsidiaries which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-off from moneys due New P.A. appealable on the parties hereto, absent manifest error. The costs and expenses of the Dispute Resolution Firm in resolving any dispute shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if Seller submits an Objections Statement for $1,000, and if the Purchaser contests only $500 of the amount claimed by Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to the Purchaser and 40% (i.e., 200/500) to Seller. The Preliminary Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement shall be deemed to set forth the Business Management Agreement) or Vision 21 Common Stock at Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Physician's optionPurchase Price, in each case, for all purposes hereunder.

Purchase Price Adjustments. Ernst & YoungThe Cash Payment shall be adjusted (x) upward on a dollar‑for‑dollar basis by the amount of any Closing Cash and (y) downward on a dollar‑for‑dollar basis by the amount of Closing Indebtedness, LLP shall within seventy-five (75) days in each case as of the Business Day before the Closing Date conduct an audit of as set forth below; provided, however, that any Transaction Expenses to be paid by the Company and at the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course Closing shall not be included as Closing Cash for purposes of business during the ninety this Section 2.2: (90a) day period Not less than three (3) Business Days prior to the Closing Date. In the event that the audit reveals that , the Company and/or shall prepare and deliver to Buyer an officer’s certificate of the Partnership have Company that contains a good faith and reasonable best estimate of the Closing Cash (athe “Estimated Closing Cash”) collected accounts receivable and Closing Indebtedness (the “Estimated Closing Indebtedness”), in each case as of the close of business on the Business Day before the Closing Date. The Cash Payment payable to the Sellers at the Closing 10 pursuant to Section 2.1 shall be increased by an accelerated rate during such period, or amount equal to the Estimated Closing Cash and decreased by an amount equal to the Estimated Closing Indebtedness. (b) paid accounts payable at a reduced or delayed rate during such periodWithin thirty (30) calendar days after the Closing Date, Vision 21 Buyer shall seek an adjustment prepare and deliver to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days Sellers’ Representative a good faith calculation of the actual Closing Date of its decision to seek an adjustment of Cash and Closing Indebtedness and the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustmentamount, if any, by which should be madethe Closing Cash and the Closing Indebtedness so determined is less than or greater than the Estimated Closing Cash and Estimated Closing Indebtedness, respectively (the “Closing Statement”). Buyer shall cooperate as reasonably requested by Sellers’ Representative in connection with Sellers’ Representative’s review of the Closing Statement. Sellers’ Representative may dispute Buyer’s calculation of the Closing Cash and Closing Indebtedness set forth on the Closing Statement by delivering a written notice (a “Notice of Disagreement”) to Buyer within 15 days following delivery of the Closing Statement. During the 15 days following delivery of a Notice of Disagreement, Buyer and Sellers’ Representative shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement. (c) If Buyer and Sellers’ Representative have not resolved all time periods following Vision 21's notice that it intends issues at the end of the 15-day period referred to adjust in Section 2.2(b), the Purchase Price until parties shall submit to Deloitte & Touche LLP (the adjustment “Accounting Firm”) for review and resolution of such matters which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Cash and Closing Indebtedness and the amount, if any, by which the Closing Cash and the Closing Indebtedness so determined is finalizedless than or greater than the Estimated Closing Cash and Estimated Closing Indebtedness, Vision 21 shall provide to Physician respectively, in accordance with the guidelines and his accountants full access to all relevant books, records and work papers utilized procedures set forth in preparing the proposed Purchase Price adjustmentthis Agreement. The adjustment may parties will cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm’s determination will be settled based solely on presentations by Buyer and Seller or their respective representatives which are in cash accordance with the definitions set forth in this Agreement (i.e., not on the basis of an independent review). The determination of the Closing Cash and Closing Indebtedness shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which final resolution shall be set-off from moneys due New P.A. pursuant delivered not more than 30 days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be shared equally by Buyer and Seller. (d) If the Closing Cash calculated in accordance with Section 2.2(b) is greater than the Estimated Closing Cash or the Closing Indebtedness determined in accordance with Section 2.2(b) is less than the Estimated Closing Indebtedness, then Buyer shall promptly (but in any event within five (5) Business Days) pay to the Sellers the absolute value of such difference, by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers’ Representative. If the Closing Cash calculated in accordance with Section 2.2(b) is less than the Estimated Closing Cash or the Closing Indebtedness calculated in accordance with Section 2.2(b) is greater than the Estimated Closing Indebtedness, then the Sellers shall promptly (but in any event within five (5) Business Management AgreementDays) pay to Buyer the absolute value of such difference by wire transfer of immediately available funds to an account designated by Buyer. (e) Notwithstanding anything to the contrary in this Section 2.2, the parties agree that the reconciliation amounts due from Buyer to the Sellers and from the Sellers to Buyer pursuant 11 to Section 2.2(c) hereof shall be aggregated and offset one against the other such that only Buyer, on the one hand, or Vision 21 Common Stock at the Physician's option.Sellers, on the other hand, shall be required to make one payment to the other party hereunder. Section 2.3

Purchase Price Adjustments. Ernst & Young(1) If the Closing Net Working Capital is less than the Estimated Closing Net Working Capital, LLP then the Purchase Price shall be adjusted downward by the amount of such difference (the “Net Working Capital Decrease”) and, within seventy-five (75) days Business Days following the Purchase Price Adjustment Date, the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser, from the amount of the Closing Date conduct an audit Adjustment Holdback available for the payment of the Company and Net Working Capital Decrease as of the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable date of such payment (in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transactionthis Section 2.6(1), the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price“remaining amount”), the amount of the proposed adjustment and its reasons for such decisionNet Working Capital Decrease. If Physician does not notify Vision 21 the Net Working Capital Decrease is greater than the remaining amount of the Adjustment Holdback, then, within ten five Business Days following the Purchase Price Adjustment Date: (10A) days of Physician's receipt of such notice that Physician objects the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the proposed adjustmentEscrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Purchaser the remaining amount of the Adjustment Holdback and (B) the amount of the Net Working Capital Decrease in excess of the remaining amount of the Adjustment Holdback shall be paid by the Vendor to the Purchaser as the Purchaser may direct, acting reasonably. If the Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, then the proposed adjustment shall take place and Purchase Price shall be final. If Physician notifies Vision 21 adjusted upward by the amount of such difference (the “Net Working Capital Increase”) and, within five Business Days following the above-described ten Purchase Price Adjustment Date: (10A) day period that Physician objects the Purchaser and the Vendor shall jointly deliver a joint, irrevocable and unconditional written direction to the proposed adjustment, then Vision 21 Escrow Agent in accordance with the Escrow Agreement instructing the Escrow Agent to release to the Vendor the Adjustment Holdback and Physician shall in good faith negotiate an appropriate (B) the amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust Net Working Capital Increase in excess of the Purchase Price until amount of the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which Adjustment Holdback shall be set-off from moneys due New P.A. pursuant paid by the Purchaser to the Business Management Agreement) or Vision 21 Common Stock at Vendor’s Counsel, in trust, for distribution to the Physician's optionVendor.

Purchase Price Adjustments. Ernst & Young(i) The Purchase Price shall be increased or decreased as the case may be, LLP shall within seventyon a dollar-five (75) days of the Closing Date conduct an audit of the Company and the Partnership for-dollar basis, to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to reflect a positive or negative amount for Net Working Capital on the Closing Date. In addition if, but only to the event that extent that, the audit reveals that calculation of Net Working Capital does not reflect the Company and/or following items the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a Purchase Price shall be reduced or delayed rate during increased, as appropriate, by the amount not reflected in such periodcalculation: (A) the full remaining liability of Sierra to Doppelmayr USA, Vision 21 shall seek an adjustment Inc. under that certain Sales and Installation Contract, dated May 28, 1996 (the "Doppelmayr Contract"), with respect to the installation of three detachable quad lifts at Sierra, (B) the liability, on a discounted basis, for certain promotional items which Buyer is obligated to honor under Section 11.17 of this Purchase PriceAgreement, (C) an allocation reflecting the cost of new uniforms for Resort Group employees as born equally by Fibreboard and Buyer, and (D) the amount established by Sierra as a reserve for environmental liability as of June 30, 1996, less any amounts drawn on such reserve prior to Closing. In addition, if (for reasons of impracticality of transferring assets prior to the Closing from an Acquired Corporation to Fibreboard or a third party designated by Fibreboard) at the Closing any Acquired Corporations own any Excluded Assets, after the Closing, (I) Buyer agrees to cause, at Fibreboard's expense, such Acquired Corporations to take all actions reasonably requested by Fibreboard to convey such Excluded Assets to Fibreboard (or its designee) without payment by Fibreboard of any consideration therefor and (II) at all times prior to such conveyance, to cause the Acquired Corporations to hold any such Excluded Assets in trust for the benefit of Fibreboard (with all benefits of such Excluded Assets being conveyed by such Acquired Corporations to Fibreboard and all Liabilities relating thereto being assumed by Fibreboard). If after the Closing the Parties agree that it is not possible, on commercially reasonable terms, to convey any such Excluded Assets from the Acquired Corporations to Fibreboard (or its designee), the Parties shall endeavor to agree to a value to be paid by the respective Acquired Corporations to Fibreboard for such assets. In the event that the proposed adjustment materially impacts Parties are unable to agree on a value for any such assets, they shall submit the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision matter to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionArbitration.

Purchase Price Adjustments. Ernst & Young(a) Within 90 calendar days after the Closing Date, LLP Buyer shall within seventy-five prepare and deliver to Seller a balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (75the "Closing Date Balance Sheet") days and a statement (the "Statement") setting forth the (i) Net Working Capital (as defined below) reflected in the Closing Date Balance Sheet, and the components and calculation thereof, as of the close of business of the Company and its Subsidiaries on the Closing Date, (ii) the aggregate amount of any Indebtedness (as defined below) outstanding as of the Closing Date conduct an audit excluding Indebtedness incurred in connection with the Financing (as defined below) (the "Retained Indebtedness"), net of any Cash (as defined below) reflected on the Closing Date Balance Sheet (the "Closing Cash Amount"), (iii) the aggregate amount of capital expenditures made by the Company and its Subsidiaries from January 1, 2004 through the Closing Date (the "Capital Expenditures Amount") and (iv) the aggregate amount of spare parts reflected in the Closing Date Balance Sheet (the "Spare Parts Amount"). All spare parts of the Company and its Subsidiaries reflected on the Partnership Closing Date Balance Sheet are usable in machinery and equipment currently used or held for use in the Business and are free of any obvious damage. The Closing Date Balance Sheet and the Statement will be prepared in accordance with the principles and procedures set forth on Schedule 1.3(a)(i), GAAP (as defined below) consistently applied, and to ensure the extent consistent with GAAP, the methods used in preparing the Audited Financial Statements (as defined below) and the Unaudited Pro Forma Financial Statements (as defined below); provided, however, that the principles and procedures set forth on Schedule 1.3(a)(i) shall govern the preparation of the Closing Date Balance Sheet and the Statement. Concurrently therewith, Buyer shall cause to be prepared and delivered to Seller a statement (the "Adjustment Statement") setting forth the calculations of (A) the amount by which the Net Working Capital as shown on the Statement (x) exceeds $195,908,000 (as such amount may be amended by the Parties (as defined below) as set forth on Schedule 1.3(a)(i), the "Excess Amount") or (y) is less than $195,908,000 (as such amount may be amended by the Parties as set forth on Schedule 1.3(a)(i), the "Deficiency Amount"), (B) the amount of Retained Indebtedness, net of the Closing Cash Amount, (C) the amount, if any, by which the Capital Expenditures Amount is less than (x) if the Closing occurs prior to January 1, 2005, (1) the aggregate amount of capital expenditures planned to be made by the Company and its Subsidiaries pursuant to the Partnership have collected accounts receivable and paid accounts payable Company's 2004 capital budget attached hereto as Schedule 1.3(a)(ii) (the "2004 Budget") for each full calendar month in the ordinary course of business during the ninety (90) day period 2004 elapsed prior to the Closing Date. In Date plus (2) the event that product of the audit reveals that amount of capital expenditures planned to be made by the Company and/or and its Subsidiaries pursuant to the Partnership have (a) collected accounts receivable at an accelerated rate 2004 Budget during such periodthe calendar month in which the Closing occurs and a fraction, the numerator of which is the actual number of days elapsed in the calendar month in which the Closing occurs and the denominator of which is the actual number of days in the calendar month in which the Closing occurs or (by) paid accounts payable at a reduced if the Closing occurs on or delayed rate during such periodafter January 1, Vision 21 shall seek 2005, an adjustment amount equal to the Purchase Price. In sum of (1) $43,700,000 and (2) the event that the proposed adjustment materially impacts the goodwill which may be created by the transactionproduct of $60,000,000 and a fraction, the proposed adjustment shall take into account numerator of which is the related impact upon net income created by the change in amortization number of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of elapsed from January 1, 2005 to the Closing Date and the denominator of its decision which is 365 (the amount determined pursuant to seek an adjustment of the Purchase Priceclause (x) or (y) above, as applicable, the "Capital Expenditures Deficiency Amount"), (D) the amount of by which the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten Spare Parts Amount as shown on the Statement (10x) days of Physician's receipt of such notice that Physician objects to exceeds $25,400,000 (the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement"Spare Parts Excess Amount") or Vision 21 Common Stock at (y) is less than $23,400,000 (the Physician's option."Spare Parts Deficiency Amount") and (E) the Pension Deficiency Amount. "

Purchase Price Adjustments. Ernst & Young(a) At least two (2) Business Days prior to the Closing Date, LLP the Company shall within seventy-five deliver to Buyer a certificate signed by an officer of the Company, accompanied by reasonable supporting documentation, setting forth in reasonable detail the Company’s good faith estimate of: (75i) days the Working Capital as of the close of business on the day immediately preceding on the Closing Date conduct an audit (the “Working Capital Estimate”), as well as the calculation of any resulting estimated Working Capital Overage or estimated Working Capital Underage, and (ii) (x) the Cash, (y) the Indebtedness of the Company and the Partnership Company Subsidiaries as of the close of business on the day immediately preceding the Closing Date, the amount of such Indebtedness that is to ensure that be paid and discharged on the Closing Date, and the Bridge Loan Payoff Amount, and (z) the Transaction Expenses and the Transaction Expenses Payoff Amount, as well as the calculation of the estimated Initial Equity Purchase Price. (b) Within ninety (90) days after the Closing Date, the Company shall prepare in good faith and deliver to Seller a combined balance sheet which shall set forth its calculation of the assets and liabilities of the Company and the Partnership have collected accounts receivable Company Subsidiaries as of the close of business on the day immediately preceding the Closing Date (the “Closing Date Balance Sheet”) and a statement (the “Statement”) of (i) the Working Capital derived from the Closing Date Balance Sheet (the “Closing Working Capital”) and (ii) (x) the Cash, (y) the Indebtedness of the Company and the Company Subsidiaries as of the close of business on the day immediately preceding the Closing Date, the amount of such Indebtedness that was paid accounts payable and discharged on the Closing Date and the Bridge Loan Payoff Amount, and (z) the Transaction Expenses and the Transaction Expenses Payoff Amount, as well as its calculation of the Initial Equity Purchase Price derived therefrom and from the Closing Date Balance Sheet (the “Equity Purchase Price”), together with reasonable supporting calculations and documentation. Seller’s independent accountants may participate in the ordinary course preparation of business during the ninety Closing Date Balance Sheet and the Statement; provided, however, that Seller acknowledges that the Company shall have the primary responsibility and authority for preparing the Closing Date Balance Sheet and the Statement. -21- (90c) During the forty-five (45) day period following Seller’s receipt of the Closing Date Balance Sheet and the Statement, Seller and its independent accountants shall be given access at all reasonable times to the personnel, properties, books and records of the Company and the Company Subsidiaries and shall be permitted to review the working papers relating to the Closing Date Balance Sheet and the Statement. The Closing Date Balance Sheet and the Statement shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller gives written notice of its disagreement with the Closing Date Balance Sheet and the Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by Buyer in a timely manner, then the Closing Date Balance Sheet and the Statement (as revised in accordance with this sentence) shall become final and binding upon Seller and Buyer on the earlier of (A) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the forty-five (45) day period following the delivery of a Notice of Disagreement (the “Resolution Period”), Seller and Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement. If at the end of the Resolution Period any matters properly included in the Notice of Disagreement remain in dispute, Seller and Buyer shall each submit to PricewaterhouseCoopers or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing (in any such case, the “Accounting Firm”) for resolution, in accordance with the standards set forth in this Section 2.5, any and all such matters, in the form of a written brief delivered to the Accounting Firm within thirty (30) days after the end of the Resolution Period. The Accounting Firm shall be instructed to, and Seller and Buyer shall use reasonable efforts to cause the Accounting Firm to, render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether the Closing Working Capital and the Equity Purchase Price were calculated in accordance with the standards set forth in this Section 2.5 (including the Balance Sheet Principles) and the definitions set forth in this Agreement and whether there were errors in the Closing Date Balance Sheet and the Statement and the Accounting Firm is not to make any determination as to whether the Balance Sheet Principles are appropriate or as to whether the WC Target is correct. The Accounting Firm’s decision shall be conclusive and binding upon the parties and shall be based solely on the written submissions by Seller and Buyer and their respective representatives and not by independent review. The Accounting Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to the accuracy of Section 4.6 or any other representation or warranty in this Agreement or as to compliance by the Company with any of its covenants or agreements in this Agreement (other than in this Section 2.5). Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2.5 shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm -22- at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. For the avoidance of doubt and solely as an illustration of the methodology set forth in the preceding sentence, if (i) the Notice of Disagreement delivered by Seller assigns values to the disputed matters such that the Closing Working Capital set forth in the Statement would be increased by $1,000,000, (ii) Buyer maintains that the Closing Working Capital set forth in the Statement is correct and (iii) the Accounting Firm’s final resolution of the disputed items in accordance with this Section 2.5(c) is that the Closing Working Capital is increased from the amount set forth in the Statement by $600,000 (i.e., sixty percent (60%) of the amount in dispute is resolved in favor of Seller), then Seller shall be responsible for 40% of such cost of arbitration and Buyer shall be responsible for 60% of such cost of arbitration. Except as provided in the two preceding sentences, the fees and disbursements of Buyer’s independent auditors incurred in connection with their review of the Closing Date Balance Sheet, the Statement and any Notice of Disagreement shall be borne by Buyer, and the fees and disbursements of Seller’s independent accountants incurred in connection with their review of the Closing Date Balance Sheet, the Statement and any Notice of Disagreement shall be borne by Seller. (d) Within ten (10) Business Days after the determination of the final Closing Date Balance Sheet and the Statement: (i) if the Equity Purchase Price, as adjusted pursuant to Section 2.5(c), is greater than the Initial Equity Purchase Price, Buyer shall pay, or cause the Company to pay to Seller, by wire transfer of immediately available funds, cash in an amount equal to such excess, and (ii) if the Equity Purchase Price, as adjusted pursuant to Section 2.5(c), is less than the Initial Equity Purchase Price, Seller shall pay to Buyer, by wire transfer of immediately available funds, cash in an amount equal to such deficit. If the Equity Purchase Price is equal to the Initial Equity Purchase Price, neither Buyer nor Seller shall be required to make any payment. Any amounts due under this Section 2.5(d) which are not paid when due shall bear interest from such due date until paid at the prime rate as published in The Wall Street Journal, Eastern Edition on such due date. (e) The term “Working Capital” means Current Assets minus Current Liabilities as of the close of business on the day immediately preceding the Closing Date. In The terms “Current Assets” and “Current Liabilities” mean, respectively, the total combined current assets and total combined current liabilities of the Company and the Company Subsidiaries covered by the line items set forth in the Form of Working Capital Statement attached as Exhibit G (the “Form of Working Capital Statement”), calculated in accordance with the Balance Sheet Principles; provided that: (i) “Current Assets” shall not include: (x) any Cash, (y) any Tax assets or Tax receivables or (z) any intercompany assets or receivables as between Seller and its Subsidiaries (other than the Company and the Company Subsidiaries) on the one hand, and the Company and the Company Subsidiaries, on the other hand, and (ii) “Current Liabilities” shall not include: (u) any Bridge Loan Costs; (v) any Tax liabilities or Taxes payable (other than the employer’s portion of applicable payroll taxes described in the definition of Employee Payment); (w) any Transaction Expenses; (x) any Indebtedness; (y) any amounts payable (whether or not accrued) in respect of any Employee Payment or 2014 annual incentive compensation; provided, however, that (1) Employee Payments shall be included in “Current Liabilities” to the extent they exceed $22,000,000 in the aggregate and (2) if any Employee Payment is made by the Company or its Affiliates prior to the Closing, then the amount so paid shall be treated as a “Current Asset” (less the value of any available U.S. -23- federal Tax deduction associated with such payment, assuming a tax rate of 35%), or (z) any intercompany liabilities or payables as between Seller and its Subsidiaries (other than the Company and the Company Subsidiaries) on the one hand, and the Company and the Company Subsidiaries, on the other hand. Except as set forth in this Section 2.5, the Closing Working Capital and its components, Current Assets and Current Liabilities, shall be calculated and the Closing Date Balance Sheet and the Statement shall be prepared in accordance with GAAP, without change in or introduction of new or different reserves, accruals, accounting methods, policies, practices, principles, procedures, classifications, judgments, estimation methodologies or line items from those reflected in the audited combined balance sheet of the Company Business as of December 31, 2012 included in the Company Financial Statements (the “Balance Sheet Principles”); provided, however, that, in the event that the audit reveals Balance Sheet Principles conflict with GAAP, GAAP shall prevail. All intercompany payables and intercompany receivables that are payable or receivable, as the case may be, between the Company and/or and the Partnership have Company Subsidiaries, on the one hand, and Seller and its Affiliates (aother than the Company and the Company Subsidiaries), on the other hand, shall be cancelled as of the close of business on the day immediately preceding the Closing Date, other than the Transaction and Management Fee Agreement. (f) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to During the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization period of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of time from and after the Closing Date through the final determination of its decision Closing Working Capital and the Equity Purchase Price in accordance with this Section 2.5, Buyer shall afford, and shall cause the Company to seek an adjustment afford, to Seller and the accountants, counsel and/or financial advisers retained by Seller in connection with the determination of Closing Working Capital and the Equity Purchase Price in accordance with this Section 2.5 reasonable access during normal business hours to all the properties, books, contracts, personnel and records of the Company and the Company Subsidiaries relevant to the determination of Closing Working Capital and the Equity Purchase Price, the amount Price in accordance with this Section 2.5. In furtherance of the proposed adjustment foregoing, Buyer shall cause the Company and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days the Company Subsidiaries to deliver promptly to Sellers copies of Physician's receipt of such notice that Physician objects any bills or invoices received by the Company or any Company Subsidiary subsequent to the proposed adjustment, then the proposed adjustment shall take place Closing and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects prior to the proposed adjustment, then Vision 21 final determination of Closing Working Capital and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Equity Purchase Price until the adjustment is finalized, Vision 21 shall provide and which purport to Physician and his accountants full access relate to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustmentTransaction Expenses. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.ARTICLE III

Purchase Price Adjustments. Ernst & YoungThe purchase price is based upon the Corporation having Net Working Capital of zero and a liability for unearned or deferred revenue, LLP as such amounts are determined in accordance with generally accepted accounting principles ("Unearned Revenue") of zero at Closing. To the extent Corporation's Net Working Capital at Closing is less than or greater than zero and to the extent Corporation's aggregate liability for Unearned Revenue at Closing is greater than zero, the Purchase Price will be adjusted as follows: (i) the Purchase Price shall within seventy-five be increased dollar for dollar to the extent Net Working Capital is greater than zero and decreased dollar for dollar to the extent Net Working Capital is less than zero; and (75ii) the Purchase Price shall be decreased by an amount equal to fifty percent (50%) of the aggregate Unearned Revenue. The adjustment to the Purchase Price required by this subsection (b)(i), if any (the "Purchase Price Adjustment"), shall be estimated by Corporation, in consultation with the Purchaser, as of Closing and adjusted following the Closing in accordance with subsections (ii) and (iii) below. The Purchase Price Adjustment shall be estimated as of the Closing ("Interim Purchase Price Adjustment") based upon a balance sheet of the Corporation as of November 30, 2005 to be prepared by the Purchaser and Corporation jointly as set forth herein (the "Interim Balance Sheet") and delivered to Purchaser not later than December 15, 2005. The Corporation shall prepare the Interim Balance Sheet in accordance with accounting principles consistently applied with prior periods of the Corporation based upon the Business Books and Records and shall prepare an Interim Purchase Price Adjustment based on such Interim Balance Sheet. Purchaser (and its certified public accountant) shall have the right to participate in the preparation of the Interim Balance Sheet and Interim Purchase Price Adjustment and to review fully all work papers and audit procedures relating thereto in order to confirm that the Interim Balance Sheet and Interim Purchase Price Adjustment have been prepared in accordance with this subsection (b)(ii). Within ninety (90) days following the Closing, Purchaser (and its certified public accountant) shall prepare and provide to Seller an audited balance sheet of Corporation as of the Closing Date conduct an audit (the "Closing Balance Sheet") which balance sheet shall be prepared in accordance with generally accepted accounting principles and consistent with prior periods of Corporation (to the Company extent such consistency and periods do not conflict with generally accepted accounting principles) and shall prepare and provide to Seller a final Purchase Price Adjustment (the "Final Purchase Price Adjustment") based on such Closing Balance Sheet. In connection therewith Purchaser shall also prepare and provide to Seller a schedule showing the difference between the Interim Purchase Price Adjustment and the Partnership Final Purchase Price Adjustment and any amounts due to ensure that or due from Purchaser as a result of such difference. If the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during Seller disputes such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transactionadjustment, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase PriceSeller shall, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days following the effective date of PhysicianPurchaser's receipt of such notice, give Purchaser written notice that Physician objects such adjustment is disputed and its basis therefor. Thereafter, the Seller and Purchaser shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days following the date on which the Purchaser gives the Seller written notice of any proposed adjustment, then such adjustment still remains disputed, Purchaser and the proposed Seller will jointly engage a nationally-recognized accounting firm mutually satisfactory to the Purchaser and the Seller or, if they cannot agree, an independent accounting firm of 200 or more accountants chosen by lot (with each of Purchaser and the Seller having the right to select two of such firms (which cannot be the auditor for either Purchaser or Corporation) and to strike one such firm chosen by the other party) (the "Independent Accountant") to resolve such dispute regarding such adjustment shall take place in accordance with this Agreement, and the decision of such firm shall be finalfinal and binding on the parties hereto. If Physician notifies Vision 21 within the abovePayment required by any post-described ten (10) day period that Physician objects closing adjustment to the proposed adjustment, then Vision 21 and Physician Interim Purchase Price Adjustment pursuant to this subsection (b)(iii) shall be tendered in good faith negotiate an appropriate amount cash in immediately available funds within three (3) business days after the earlier of the adjustmentagreement of the parties on the amount thereof or a written notice of any resolution of such amount has been given by the Independent Accountant to the parties hereunder. All fees and expenses of the Independent Accountant incurred in connection with such resolution shall be shared equally between the parties. Purchase Price Refund. The parties hereto acknowledge that the continued efforts of Shareholder are essential to the success of the Business and, if anyin the absence of Shareholder's continuing to work for the Business following Closing, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Business would have less value and the Purchase Price until would have been smaller. In accordance with such acknowledgement and to assure Purchaser receives the adjustment benefit of the bargain, the parties agree that if the Shareholder's employment with the Purchaser is finalizedterminated prior to October 31, Vision 21 shall provide 2006 either (i) by Purchaser With Cause (as defined in the Employment Agreement), and the act or omission giving rise to Physician and his accountants full access the termination has a substantial adverse affect on the Business or Purchaser or (ii) by Shareholder without Good Reason (as defined in the Employment Agreement), Seller will refund to all relevant books, records and work papers utilized in preparing Purchaser a portion of the proposed Purchase Price adjustmentas in Section 1.03(c)(ii) below. The adjustment may be settled in cash (which Any payment due pursuant to this provision shall be set-off from moneys due New P.A. pursuant and payable in immediately available funds on the third business day following the date Purchaser designates as the separation date terminating Shareholder's employment. If the separation date occurs on or prior to January 31, 2006, then Seller shall refund one million dollars ($1,000,000). Thereafter the Business Management Agreementrefund amount shall reduce by one hundred eleven thousand dollars ($111,000) or Vision 21 Common Stock at on February 1, 2006 and an additional one hundred eleven thousand ($111,000) on the Physician's optionfirst day of each calendar month thereafter. Each monthly amount, as so calculated, shall be effective for a termination having a separation date occurring within that month.

Purchase Price Adjustments. Ernst & Young(i) Within 75 days following the Closing Date, LLP Buyer shall within seventy-five prepare and deliver to Seller a statement (75in its final and binding form, the "Closing Statement") days setting forth the Closing Net Working ----------------- Capital as of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course opening of business during the ninety (90) day period prior to on the Closing Date. Each item or category in the Closing Statement, and the accruals and reserves with respect thereto, shall be determined consistent with Seller's Accounting Policies to the extent such policies are in accordance with GAAP (and, to the extent Seller's Accounting Policies are not in accordance with GAAP, then in accordance with GAAP), except as follows: (A) all Prime Steel included in the Inventory shall be valued at 51% off the U.S.X. 1998 list price; (B) all Secondary Steel included in the Inventory shall be valued at the book value thereof (determined in accordance with Seller's Accounting Policies; it being understood that no "xxxx-to-market" valuation shall be used in valuing Secondary Steel except as Seller may have done in the past using Seller's Accounting Policies); (C) the Closing Statement shall not include any allowances or reserves for slow-moving, obsolete, damaged or "HFI" Inventory, whether or not such reserves should be established under GAAP; (D) the book value attributed to the "repair parts" Inventory ("RPI") reflected on the Closing Statement shall be $200,000 --- (even though Buyer shall nonetheless acquire all of such "repair parts" Inventory); and (E) the Closing Statement shall not include allowances or reserves for doubtful Accounts Receivable, whether or not such allowances or reserves should be established under GAAP. In connection with the event preparation of the Closing Statement, Buyer and Seller shall jointly take and prepare a physical count of the Inventory on the weekend immediately preceding the Closing Date (except that such physical count of the Inventory at the Brookfield, Ohio Plant, shall occur on the weekend immediately preceding November 2). Buyer shall engage Deloitte & Touche, at Buyer's sole cost and expense, and Seller shall engage Xxxxxx Xxxxxxxx LLP, at Seller's sole cost and expense, to observe the physical count of the Inventory. Seller shall give Buyer reasonable access to any books and records in its possession or control with respect to the Closing Net Working Capital and Seller shall reasonably cooperate with Buyer in connection with the preparation of the Closing Statement (including by generating at Seller's sole cost and expense reports with respect to Accounts Receivable and trade payables as of the opening of business on the Closing Date and providing reasonable access to files and data relating thereto (it being understood that Seller's provision of such information is necessary for Buyer to prepare the Closing Statement). During the 45-day period immediately following Seller's receipt of the Closing Statement, Seller and its representatives and agents shall be permitted to review Buyer's books and records and Buyer's working papers related to Buyer's preparation of the Closing Statement and determination of the Closing Net Working Capital and Deloitte and Touche's supporting detail for the draft audit reveals that report of the Company and/or statement of net assets of the Partnership Business. The Closing Statement shall become final and binding upon the parties 45 days following Seller's receipt thereof, unless Seller gives written notice of its disagreement ("Notice of Disagreement") to Buyer prior to such date. Any Notice of ------------------------ Disagreement shall specify in reasonable detail the nature and the dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ay) collected accounts receivable at an accelerated rate during the date all matters in dispute which have not been resolved by the parties are finally resolved in writing by the Accounting Firm. During the 45 days following delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, or (b) paid accounts payable at a reduced or delayed rate during Buyer shall be permitted to review Seller's books and records and Seller's working papers relating to the Notice of Disagreement. At the end of such 45- day period, Vision 21 Buyer and Seller shall seek an adjustment submit to Ernst & Young (or another mutually satisfactory independent "big-five" accounting firm) (the Purchase Price. In "Accounting Firm") for review and resolution all matters which remain ---------------- in dispute which were included in the event that Notice of Disagreement, and the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment Accounting Firm shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days make a final determination of the Closing Date Net Working Capital in accordance with the guidelines and procedures set forth in this Agreement. The Closing Statement shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which final resolution shall be delivered not more than 45 days following submission of its decision such disputed matters to seek an adjustment the Accounting Firm). The fees and expenses of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and Accounting Firm shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 shared equally by Buyer and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionSeller.

Purchase Price Adjustments. Ernst & Young(a) As promptly as possible, LLP shall but in any event within seventy-five 120 days after the Closing Date, Purchaser will deliver to Seller a statement setting forth in reasonable detail the calculation of (75i) days the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Botanist Transaction Expenses (that were not included in the Botanist Cash Amount) and Closing Transaction Expenses and a calculation of the Purchase Price (the “Preliminary Closing Date conduct an audit Statement”) and (ii) Existing Customer TTM Revenue (the “Preliminary Customer TTM Revenue Statement”). The Closing Net Working Capital, Closing Cash, Closing Indebtedness, Botanist Transaction Expenses (that were not included in the Botanist Cash Amount) and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles. After delivery of the Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement, Purchaser shall give Seller and its representatives reasonable access, during normal business hours, to review the Company’s and its Subsidiaries’ material books and records and work papers related to the preparation of the Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement for the purpose of assisting Seller in its review thereof. The Seller and its representatives may make reasonable inquiries of the Company and its Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Partnership to ensure that Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement arising in the course of its review thereof, and the Company and its Subsidiaries shall use their commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. If Seller has any objections to the Partnership have collected accounts receivable Preliminary Closing Statement or the Preliminary Customer TTM Revenue Statement, Seller shall deliver to Purchaser a written statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not 33067829.14 delivered to Purchaser within 45 days after delivery of the Preliminary Closing Statement and paid accounts payable the Preliminary Customer TTM Revenue Statement, the Preliminary Closing Statement and the Preliminary Customer TTM Revenue Statement shall be final, binding and non-appealable; provided that, in the ordinary course event the Company or any of business during the ninety its Subsidiaries does not provide any papers or documents reasonably requested by Seller or any of its representatives within five (905) Business Days of request therefor, such 45-day period will be extended by one (1) day period prior for each additional day required for Purchaser, the Company or any of its Subsidiaries to fully respond to such request. The Seller and Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, Seller and Purchaser shall submit such dispute to Deloitte or such other mutually acceptable dispute resolution firm (the “Dispute Resolution Firm”). Any submissions to the Closing DateDispute Resolution Firm must be written and delivered to each party to the dispute. In The Dispute Resolution Firm shall consider only those items and amounts which are identified in the event that Objections Statement as being items which Seller and Purchaser are unable to resolve. The Dispute Resolution Firm shall not assign a value to any item greater than the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during greatest value for such perioditem, or (b) paid accounts payable at a reduced or delayed rate during lower than the lowest value of such perioditem, Vision 21 shall seek an adjustment claimed in any notice of disagreement presented to the Dispute Resolution Firm pursuant hereto. The Dispute Resolution Firm’s determination will be based solely on the definitions of Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Botanist Transaction Expenses, the Purchase PricePrice and Existing Customer TTM Revenue (as finally determined pursuant to this Section 1.5), as applicable, contained herein. In The Seller and Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event that within 30 days after the proposed adjustment materially impacts submission of any dispute. Further, the goodwill Dispute Resolution Firm’s determination shall be based solely on the presentations by Purchaser and Seller which may be created are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the transactionDispute Resolution Firm shall be final, binding and non-appealable on the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwillparties hereto. Vision 21 shall notify the Physician in writing within seventy-five (75) days The costs and expenses of the Closing Date of its decision to seek an adjustment Dispute Resolution Firm shall be allocated between Purchaser and Seller based upon the percentage which the portion of the Purchase Price, contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser contests only $500 of the proposed adjustment amount claimed by Seller, and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days if the Dispute Resolution Firm ultimately resolves the dispute by awarding Seller $300 of Physician's receipt of such notice that Physician objects to the proposed adjustment$500 contested, then the proposed adjustment shall take place costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to Purchaser and 40% (i.e., 200/500) to Seller. The Preliminary Closing Statement and the Preliminary Customer TTM Revenue Statement shall be final. If Physician notifies Vision 21 within revised as appropriate to reflect the above-described ten resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement and Preliminary Customer TTM Revenue Statement, as applicable, shall be deemed to set forth the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Botanist Transaction Expenses (10) day period that Physician objects to were not included in the proposed adjustmentBotanist Cash Amount), then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustmentClosing Transaction Expenses, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash Existing Customer TTM Revenue (which shall be set-off from moneys due New P.A. as finally determined pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionthis Section 1.5), in each case, for all purposes hereunder.

Purchase Price Adjustments. Ernst & Young(a) As promptly as possible, LLP shall but in any event within seventy-five (75) 45 days after the Closing Date, the Purchaser will deliver to the Seller a statement showing the calculation of the Closing Date conduct an audit Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses and a calculation of the Purchase Price (the “Preliminary Closing Statement”). The Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses shall each be determined on a consolidated basis in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles. The parties agree that the purpose of determining the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the related purchase price adjustments contemplated by this Section 1.5(a) is to measure changes in Closing Net Working Capital and the levels of Closing Cash, Closing Indebtedness and Closing Transaction Expenses, and, to the extent prepared in accordance with the definitions set forth in this Agreement and the Agreed Accounting Principles, such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of determining the Closing Net Working Capital, Closing Cash, Closing Indebtedness or Closing Transaction Expenses. After delivery of the Preliminary Closing Statement, the Purchaser shall give the Seller and its representatives reasonable access to review the Purchaser’s and the Company’s books and records and work papers related to the preparation of the Preliminary Closing Statement. The Seller and its representatives may make inquiries of the Purchaser, the Company and their respective accountants regarding questions concerning or disagreements with the Partnership Preliminary Closing Statement arising in the course of its review thereof, and the Purchaser shall use its, and shall cause the Company to ensure use its, commercially reasonable efforts to cause any such accountants to respond to such inquiries. If the Seller has any objections to the Preliminary Closing Statement, the Seller shall deliver to the Purchaser a statement setting forth its objections thereto (an “Objections Statement”). If the Purchaser fails to timely deliver the Preliminary Closing Statement in accordance with this Section 1.5(a), then the Seller may, in its sole discretion, (i) deem the Estimated Closing Statement to be the final and binding statement of the calculation of the Purchase Price or (ii) deem that the Estimated Closing Statement is the Preliminary Closing Statement and deliver an Objection Statement with respect thereto in accordance with this Section 1.5(a). If an Objections Statement is not delivered to the Purchaser within 30 days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto; provided that, in the event the Purchaser or the Company does not provide any papers or documents reasonably requested by the Seller or any of its representatives within five days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period will be extended by one day for each additional day required for the Purchaser or Company to fully respond to such request. The Seller and the Partnership have collected accounts receivable Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, the Seller and paid accounts payable the Purchaser shall submit such dispute to Cxxxx LLP or such other mutually acceptable dispute resolution firm (the “Dispute Resolution Firm”). Any submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the ordinary course of business during Objections Statement and which are not resolved in writing by the ninety (90) day period Seller and the Purchaser prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment submission to the Purchase PriceDispute Resolution Firm. In The Dispute Resolution Firm’s determination will be based solely on the event that the proposed adjustment materially impacts the goodwill which may be created by the transactionprovisions of this Section 1.5(a), the proposed adjustment shall take into account Agreed Accounting Principles and the related impact upon net income created by the change in amortization definitions of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and the Purchase Price, as applicable, contained herein. The Seller and the Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 45 days after the submission of any dispute. The Dispute Resolution Firm shall act as an expert, not arbitrator. Further, the Dispute Resolution Firm’s determination shall be based solely on the presentations by the Purchaser and the Seller which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto, absent manifest mathematical error. The costs and expenses of the Dispute Resolution Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if the Seller submits an Objections Statement for $1,000, and if the Purchaser contests only $500 of the proposed adjustment amount claimed by the Seller, and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days if the Dispute Resolution Firm ultimately resolves the dispute by awarding the Seller $300 of Physician's receipt of such notice that Physician objects to the proposed adjustment$500 contested, then the proposed adjustment shall take place costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to the Purchaser and 40% (i.e., 200/500) to the Seller. The Preliminary Closing Statement shall be final. If Physician notifies Vision 21 within revised as appropriate to reflect the above-described ten (10) day period that Physician objects resolution of any objections thereto pursuant to this Section 1.5, and, as so revised, such Preliminary Closing Statement shall be deemed to set forth the proposed adjustmentClosing Net Working Capital, then Vision 21 Closing Cash, Closing Indebtedness, Closing Transaction Expenses and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalizedPrice, Vision 21 shall provide to Physician and his accountants full access to in each case, for all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionpurposes hereunder.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-seventy- five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have has collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have has (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician Shareholder in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician the Shareholder does not notify Vision 21 within ten (10) days of Physicianthe Shareholder's receipt of such notice that Physician the Shareholder objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician the Shareholder notifies Vision 21 within the above-described ten (10) day period that Physician the Shareholder objects to the proposed adjustment, then Vision 21 and Physician the Shareholder shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician Shareholder and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the PhysicianShareholder's option.

Purchase Price Adjustments. Ernst & Young(a) As soon as practicable, LLP shall within seventy-five but in no event later than sixty (7560) days following the Closing Date, Buyers shall cause to be prepared and delivered to the Sellers a schedule of the Closing Date conduct an audit assets and liabilities included in the calculation of Adjusted Shareholders’ Equity as of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course close of business during on the ninety (90) day period date immediately prior to the Closing Date. In Date (the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period“Final Closing Balance Sheet”), or (b) paid accounts payable at which shall include a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization calculation of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed Adjusted Shareholders’ Equity as of the close of business on the day immediately prior to the Closing Date (the “Actual Closing Adjusted Shareholders’ Equity”) based on the Final Closing Balance Sheet and the amount of any adjustment to the Closing Shareholders’ Equity Payment pursuant to this Section 2.3, if any; provided, that if the transactions contemplated by Section 6.16 have not been consummated within such sixty (60) day period, Buyers shall provide an estimate of the financial impact of the transactions contemplated by Section 6.16 for the purposes of the Final Closing Balance Sheet and its reasons the Actual Closing Adjusted Shareholders’ Equity, which estimate shall be updated following the consummation of the transactions set forth in Section 6.16. For the avoidance of doubt, the Target Shareholders’ Equity shall not apply to the computation of the Purchase Price pursuant to this Section 2.3 and Section 2.4. During the preparation of the Final Closing Balance Sheet and the period of any review or dispute provided for in this Section 2.3, each Party shall cooperate with the others to the extent reasonably requested by such decisionParties to prepare the Final Closing Balance Sheet or to investigate the basis for any dispute, as applicable. The Sellers may notify Buyers in writing within thirty (30) days following delivery of the Final Closing Balance Sheet (the “Adjustment Period”) that the Sellers (i) agree with the Actual Closing Adjusted Shareholders’ Equity (an “Approval Notice”) or (ii) disagree with the Actual Closing Adjusted Shareholders’ Equity, identifying with specificity the items with which the Sellers disagree and the amount involved and the Sellers’ good faith estimate of the Actual Closing Adjusted Shareholders’ Equity (a “Dispute Notice”); provided, that Sellers may only dispute the calculation of the Actual Closing Adjusted Shareholders’ Equity set forth in the Final Closing Balance Sheet and solely on the basis (A) that such calculations were not made in accordance with the principles set forth in Articles I and II of this Agreement or the accounting principles, policies and methods employed by the Sellers in preparing the Pro Forma Balance Sheet as adjusted by the Adjusted Shareholders’ Equity Principles and Adjustments, (B) of arithmetic error or (C) were not prepared in good faith. Any items not specifically identified in the Dispute Notice shall be deemed accepted by the Sellers. Upon receipt by Buyers of a Dispute Notice, Buyers and Buyers’ accountants, on the one hand, and the Sellers and the Sellers’ accountants, on the other hand, shall use good faith efforts during the thirty (30) day period following the date of receipt of a Dispute Notice (the “Shareholders’ Equity Resolution Period”) to resolve any differences they may have as to the calculations of the Actual Closing Adjusted Shareholders’ Equity as identified in the Dispute Notice. The Sellers may request, and Buyers shall provide, reasonable access during normal business hours to the information and data used to calculate the Actual Closing Adjusted Shareholders’ Equity. If Physician does the Sellers and Buyers cannot notify Vision 21 reach written agreement during the Shareholders’ Equity Resolution Period, within ten (10) Business Days thereafter, their disagreements, limited to only those issues specified in the Dispute Notice still in dispute, may be submitted by any Party to BDO Xxxxxxx, LLP (the “Neutral Auditor”), which firm shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. Based upon such review, the Neutral Auditor shall determine the Actual Closing Adjusted Shareholders’ Equity (the “Neutral Auditor Determination”); provided, that in making such determination, the Neutral Auditor may only consider those items and amounts which the Sellers and Buyers have disputed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and conditions of this Agreement. Such determination shall be completed as promptly as practicable but in no event later than thirty (30) days following the submission of Physician's receipt of such notice that Physician objects the dispute to the proposed adjustment, then the proposed adjustment shall take place Neutral Auditor and shall be finalconfirmed by the Neutral Auditor in writing to, and shall be final and binding on, the Sellers and Buyers for purposes of this Section 2.3. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 The fees and Physician shall in good faith negotiate an appropriate amount expenses of the adjustment, if anyNeutral Auditor shall be borne by the Sellers and Buyers in the inverse proportion as they may prevail on matters resolved by the Neutral Auditor, which should proportionate allocations shall also be made. During all time periods following Vision 21's notice that it intends to adjust determined by the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock Neutral Auditor at the Physician's optiontime the Neutral Auditor Determination is rendered on the merits of the matters submitted.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75i) Within sixty (60) days of the Closing Date conduct an audit Date, the Purchaser shall determine (in accordance with Section 1.2(b) hereof) and advise the Seller by written notice (the "Adjustment Notice") of the Company Operating Earnings (as defined below) of CP&I for the twelve month period ended September 30, 1996 (the "Adjustment Earnings"); provided, however, the Adjustment Earnings shall include pro forma adjustments including setting the Seller's salary at the annual rate set forth in his Employment Agreement, excluding non-recurring charges and the Partnership expenses and proportional charges with respect to ensure that the Company entertainment and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior continuing education expenses attributable to the Closing DateSeller's medical practice. In the event that the audit reveals that the Company and/or the Partnership have either party believes there is a basis for a purchase price adjustment as described herein (a) collected accounts receivable at an accelerated rate during "Adjustment"), such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 party shall notify the Physician in writing within seventy-five (75) days other of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 Adjustment within ten (10) days of Physicianreceipt by the Seller of the Adjustment Notice, and the other party shall have the right to dispute such Adjustment. AmeriPath and the Seller shall negotiate in good faith to resolve any such dispute. In the event AmeriPath and the Seller cannot resolve such dispute within thirty (30) days, the independent certified public accounting firm which then audits AmeriPath's receipt financial statements shall resolve the dispute, with such firm's opinion being final and binding on all parties; provided, however, the Seller, at his own expense, may refer the matter to another independent public accounting firm, and the average of such notice that Physician objects to the proposed adjustment, then decisions of the proposed adjustment shall take place and two firms shall be finalthe final and binding resolution of the matter. If Physician notifies Vision 21 neither party has requested an Adjustment pursuant this Section 1.1(c)(i) within the above-described ten (10) day period that Physician objects days of the receipt by the Seller of the Adjustment Notice (the Adjustment Notice will be deemed to have been received by the Seller two business days after it was sent by the Purchaser if it was delivered by overnight delivery with a reputable national courier), then AmeriPath shall issue and deliver to the proposed adjustmentSeller certificates representing 50,667 shares of AmeriPath Stock and no further Adjustment shall be made hereunder. If the parties agree that an Adjustment is necessary and they have agreed on the Adjustment Earnings, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which Adjustment shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.determined as follows:

Purchase Price Adjustments. Ernst & Young(a) As soon as practicable, LLP shall within seventy-five but in no event later than thirty (7530) days following the Closing, the Sellers shall deliver (at their expense) to the Surviving Corporation balance sheets for each of the Company and Design Studio dated as of the Closing Date conduct an audit prepared by Seller's accounting firm reasonably satisfactory to Purchaser (the "Closing Date Balance Sheets"). The Closing Date Balance Sheets shall accurately reflect the assets, liabilities and stockholders equity of the Company and Design Studio as of the Partnership to ensure Closing Date and shall be prepared by Seller's accountants in accordance with past practice and in conformity with generally accepted accounting principals, except that the Company and the Partnership have collected (i) accounts receivable and paid accounts payable in as reflected on the ordinary course of business during the ninety (90) day period Closing Date Balance Sheet shall not include any receivables which were acquired more than 150 days prior to the Closing Date; and (ii) inventory as reflected on the Closing Date Balance Sheet shall not include any inventory which was purchased more than 180 days prior to Closing Date. The Closing Date Balance Sheets shall be reasonably acceptable to the Purchaser and its independent auditors. In the event that of any dispute between the audit reveals that Sellers and the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment Purchaser with respect to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of Balance Sheet, the Purchase Priceparties shall hire a third party independent auditor, whose fees and expenses shall be borne equally by the Sellers and the Purchaser. If the amount of the proposed adjustment combined net assets of the Company and its reasons for such decision. If Physician does not notify Vision 21 within ten Design Studio (10total assets minus total liabilites) days of Physician's receipt of such notice that Physician objects to as reflected on the proposed adjustmentClosing Date Balance Sheets (the "Net Asset Amount") is less than $515,000, then the proposed adjustment shall take place and Initial Payment Amount shall be finalreduced by an amount (the "Initial Adjustment Amount") equal to $515,000 minus the Net Asset Amount. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment Purchaser may be settled in cash (which shall be set-off from moneys the Initial Adjustment Amount against the Subsequent Payment Amount due New P.A. pursuant to Sellers and/or the Business Management Agreement) or Vision 21 Common Stock at amounts due to Sellers under the Physician's optionEmployment Agreements.

Purchase Price Adjustments. Ernst & YoungIf on the Closing Date, LLP Seller's Total Assets do not exceed Seller's Current Liabilities by $445,213 ("Target Net Worth"), the Purchase Price shall within seventybe decreased or increased in an amount equal to the difference between the Target Net Worth and the actual difference between Total Assets and Current Liabilities. Total Assets shall be defined as: (i) accounts receivable, (ii) work not billed, (iii) prepaid expenses and(iv) fixed assets, equipment and machinery, and computer hardware set forth in Schedule 1.1(a) (valued at $6,000 for the purposes of this section). Current Liabilities shall be defined as those liabilities listed on Schedule 1.3(c). Total Assets and Current Liabilities shall be determined in accordance with GAAP consistently applied. An example of the Purchase Price calculation (using December 31, 2003 balances) is attached as Schedule 1.6. Within forty-five (7545) days after the Closing, Purchaser and Seller shall attempt to reconcile and agree upon Total Assets and Current Liabilities that existed on the Closing Date. If upon reconciliation the Target Net Worth has not been attained, Seller and Purchaser shall jointly notify the Escrow Agent to promptly (within fifteen (15) days) refund to Purchaser in cash an amount equal to the amount of the deficiency. In addition, Seller shall promptly refund to Purchaser the amount of any deficiency that exceeds the Escrowed Amount. If upon reconciliation, the Target Net Worth has been exceeded, Purchaser shall promptly (within fifteen (15) days) deposit into escrowan amount equal to the amount of the excess. If Purchaser and Seller are unable to agree on a final calculation of the difference between Total Assets and Current Liabilities on or before the deadline specified in the preceding paragraph, then the Arbitrating Accounting Firm shall make a final determination thereof. In such case, each of Purchaser and Seller shall inform the Arbitrating Accounting Firm of their respective calculations of the amounts at issue, and each shall be granted the opportunity to provide to the Arbitrating Accounting Firm verbal and written explanations of their respective calculations. The Arbitrating Accounting Firm shall be instructed to complete its calculations within thirty (30) days of its engagement. The determination of the Arbitrating Accounting Firm shall be final and binding upon the parties. The fees of the Arbitrating Accounting Firm shall be paid by the non-prevailing party in any such dispute, as determined by the Arbitrating Accounting Firm. Any deposit required by the Arbitrating Accounting Firm shall be paid initially by Purchaser, but if Purchaser prevails in such dispute, Seller shall reimburse Purchaser for the deposit. The date for payment of any amounts payable under the preceding paragraph shall be extended if application of the foregoing dispute resolution mechanism extends beyond such date, to the date that is fifteen (15) days following the date of final resolution of such dispute. As of the Closing Date, the Accounts Receivable and Work Not Billed acquired by Purchaser are assumed to be one hundred percent (100%) billable and collectible. Upon acquisition of the Accounts Receivable and Work Not Billed, Purchaser shall for a period of one hundred twenty (120) days after the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable ("Collection Period") make reasonable efforts, in the ordinary course of business business, to bill and collect the Accounts Receivable and Work Not Billed. Promptxx xfter completion of the Collection Period, Purchaser shall reassign to Seller or its designee any Accounts Receivable or Work Not Billed (including all relevant records) that it has been unable to collect during the ninety (90) day period prior to the Closing DateCollection Period. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the The amount of the proposed adjustment Accounts Receivable and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects Work Not Billed reassigned to the proposed adjustment, then the proposed adjustment Seller shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust decrease the Purchase Price until on a dollar-for-dollar basis and Seller and Purchaser shall jointly notify the adjustment Escrow Agent to promptly (within fifteen (15) days) pay such decreased amount to Purchaser. In addition, Seller shall promptly pay to Purchaser any decreased amount that exceeds the Escrowed Amount. If upon completion of the adjustments and the payments described above, there is finalizedstill a portion of the Escrowed Amount remaining, Vision 21 Seller and Purchaser shall provide jointly notify the Escrow Agent to Physician and his accountants full access promptly (within fifteen (15) days) pay the balance of the Escrowed Amount to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionSeller.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75a) Within ninety (90) days following the Closing Date, Buyer shall deliver to the Seller a certificate setting forth in reasonable detail Buyer’s calculation, in accordance with the Accounting Principles, of the (A) Working Capital as of the Effective Time (the “Preliminary Working Capital Determination”), (B) Cash and Cash Equivalents as of the Effective Time (the “Preliminary Cash Determination”), (C) the Transaction Expenses (the “Preliminary Transaction Expenses Determination”) and (D) the Debt (the “Preliminary Debt Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”); provided, however, that, at the reasonable written request of the Seller, until such time as the calculation of the Closing Date conduct an audit of Working Capital, Closing Date Cash, Closing Date Transaction Expenses and Closing Date Debt determinations are final and binding on the Company and the Partnership parties pursuant to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transactionthis Section 2.3, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment Seller and its reasons for such decision. If Physician does not notify Vision 21 within ten accountants and other duly authorized Representatives (10at the Seller’s expense) days of Physician's receipt of such notice that Physician objects shall be permitted to discuss with Buyer and its applicable Representatives the proposed adjustment, then the proposed adjustment shall take place Preliminary Closing Statement and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects provided copies of, and have access upon reasonable notice at reasonable times during normal business hours of Buyer, to the proposed adjustment, then Vision 21 work papers and Physician shall supporting records of Buyer and its Representatives used in good faith negotiate an appropriate amount the preparation of the adjustmentPreliminary Closing Statement solely for the purposes reasonably necessary or appropriate to verify or recalculate the information set forth in the Preliminary Closing Statement, subject to the execution by such parties of customary confidentiality, non-reliance or other agreements with such Persons (if requested). Notwithstanding anything in this Agreement to the contrary, Buyer may elect in its sole discretion to exclude any Uncollected Accounts Receivable from the calculation of the Preliminary Working Capital Determination and any resulting payments due and payable pursuant to Section 2.4 of this Agreement (if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option).

Purchase Price Adjustments. Ernst & Young, LLP The Purchase Price shall within seventybe increased or decreased as provided in SCHEDULE 2.1(A)(III) (the "ADJUSTMENT SCHEDULE") both for "PRE-five CLOSING ADJUSTMENTS" and a "YEAR-END BONUS ADJUSTMENT" (75as such terms are defined and described therein). No later than seven (7) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date, Seller shall deliver to Parent Seller's calculation of the adjustment required under the Adjustment Schedule ("SELLER'S ADJUSTMENT NOTICE") together with reasonable detail supporting Seller's calculations. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at If Parent does not deliver a reduced or delayed rate during such period, Vision 21 shall seek an adjustment written notice to Seller prior to the Purchase Price. In Closing that it disputes the event that calculation and/or methodology contained in Seller's Adjustment Notice, then the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days amounts of the Pre-Closing Date of its decision to seek an adjustment of Adjustments and the Purchase PriceYear-End Bonus Adjustment set forth in Seller's Adjustment Notice, shall be final and binding upon Purchaser and Seller; PROVIDED, HOWEVER, that the amount of the proposed Year-End Bonus Adjustment shall be contingent upon the applicable employees remaining employed with Purchaser through December 31, 2004 and shall be subject to additional adjustment and based on final 2004 revenues, all as provided in the Adjustment Schedule (collectively, the "YEAR-END BONUS ADJUSTMENT MODIFICATIONS"). Notwithstanding any objection by Parent to the calculation of the amount thereof, at the Closing, Seller shall deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to its reasons for such decisionestimate of the amount of the Year-End Bonus Adjustment as stated in the Seller's Adjustment Notice. If Physician does not notify Vision 21 within ten (10) days of PhysicianParent delivers a written notice to Seller prior to Closing that it disputes the Seller's receipt of such notice that Physician objects to the proposed adjustmentcalculation in Seller's Adjustment Notice, then the proposed adjustment Closing shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten otherwise occur (10) day period that Physician objects subject to the proposed adjustment, then Vision 21 satisfaction of the conditions thereto and Physician shall in good faith negotiate an appropriate the required deliveries of the parties pursuant to the terms of this Agreement) and the amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Initial Purchase Price until to be delivered by Parent hereunder shall be Seventy-Six Million Dollars ($76,000,000). The parties shall use their reasonable efforts to resolve such dispute within fifteen (15) days following the adjustment is finalizedClosing. If Parent and Seller reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, Vision 21 then such agreed-upon amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall provide to Physician be final and his accountants full access to all relevant booksbinding upon Purchaser and Seller. Parent shall, records and work papers utilized within two (2) business days of such agreement, pay the amount of any increase in preparing the proposed Initial Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Pre-Closing Adjustment to Seller, or Seller shall, within two (2) business days of such agreement, pay the amount of any decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such agreement, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any agreed-upon increase in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. If Parent and Seller do not reach agreement during such 15-day period on the amount of the Pre-Closing Adjustments and/or Year-End Bonus Adjustment, as the case may be, then Parent and Seller shall submit the matter for resolution to a mutually acceptable nationally recognized independent accountant, paid for equally by the parties (the "ACCOUNTANT"). If Parent and Seller are unable to agree on the procedures to be followed by the Accountant, including procedures with regard to presentation of evidence, within the 15-day period following the Closing described above, then the Accountant shall establish such procedures giving due regard to the intention of Parent and Seller to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Parent or Seller. Parent, Seller and their respective representatives will furnish to the Accountant such work papers, schedules and other documents relating to the unresolved disputed issues with respect to Seller's calculation in Seller's Adjustment Notice as the Accountant may request. The Accountant shall be directed to render a written report on the unresolved disputed issues with respect to the Seller's calculation in Seller's Adjustment Notice as promptly as practicable and to resolve only those issues in dispute. The determination by the Accountant shall be based solely on presentations by Parent and Seller, shall not involve any independent investigation and shall not be outside of the range defined by the respective amounts proposed by Parent and Seller with respect to the Seller's calculation in Seller's Adjustment Notice. In such event, the determination of the Accountant of the amounts of the Pre-Closing Adjustments and/or the Year-End Bonus Adjustment (subject to the Year-End Bonus Adjustment Modifications), as the case may be, shall be final and binding upon Purchaser and Seller. Parent shall, within two (2) business days of such final determination by the Accountant, pay the amount of the increase in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Seller, or Vision 21 Common Stock Seller shall, within two (2) business days of such agreement, pay the amount of the decrease in the Initial Purchase Price pursuant to the Pre-Closing Adjustment to Parent, as the case may be. Further, Seller shall, within two (2) business days of such final determination by the Accountant, deliver to the Escrow Agent, under the terms of the Escrow Agreement, funds equal to any increase (as determined by the Accountant) in the estimated Year-End Bonus Adjustment from the amount thereof stated in Seller's Adjustment Notice and delivered to the Escrow Agent in connection with the Closing. Pursuant to and in accordance with the terms of the Escrow Agreement, Parent and Seller shall jointly direct the Escrow Agent in writing to distribute the funds comprising the estimated Year-End Bonus Adjustment amount delivered by Seller to the Escrow Agent to Parent and/or Seller, as the case may be, within two (2) business days following agreement between Parent and Seller with respect to the Year-End Bonus Adjustment Modifications, but no later than February 14, 2005. Any amounts to be paid by Parent or Seller to the other party pursuant to this Section 2.1(a)(iii) that are not paid when due shall bear interest at the Physician's optionrate of 10% per annum from the date required to be paid hereunder.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75a) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the As promptly as practicable (but not later than ninety (90) day period prior to days following the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period), or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 Buyer shall seek an adjustment deliver to the Purchase Price. In Stockholder Representative Buyer’s calculation in reasonable detail of the event that (i) Working Capital as of the proposed adjustment materially impacts close of business on the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of Business Day immediately preceding the Closing Date of its decision to seek an adjustment (the “Preliminary Working Capital Determination”), (ii) Cash and Cash Equivalents as of the Purchase Priceclose of business on the Business Day immediately preceding the Closing Date (the “Preliminary Cash Determination”), (iii) Closing Date Debt (the “Preliminary Closing Date Debt Determination”) and (iv) Closing Date Transaction Expenses (the “Preliminary Closing Date Transaction Expenses Determination” and, together with the Preliminary Working Capital Determination, the amount Preliminary Cash Determination and the Preliminary Closing Date Debt Determination, the “Preliminary Closing Statement”); provided, however, that until such time as the calculation of the proposed adjustment amounts shown on the Closing Date Working Capital, Closing Date Cash, Closing Date Debt and Closing Date Transaction Expenses determinations are final and binding on the parties pursuant to this Section 2.3, the Stockholder Representative and its reasons for such decision. If Physician does not notify Vision 21 within ten accountants (10at the Stockholder Representative’s expense) days of Physician's receipt of such notice that Physician objects shall be permitted to discuss with Buyer and its accountants the proposed adjustment, then the proposed adjustment shall take place Preliminary Closing Statement and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects provided copies of, and have access upon reasonable notice at all reasonable times during normal business hours to, subject to the proposed adjustmentStockholder Representative’s entrance into a customary confidentiality and hold harmless agreement with Buyer’s accountants (if required thereby), then Vision 21 the work papers and Physician shall in good faith negotiate an appropriate amount supporting records of Buyer and its accountants so as to allow the Stockholder Representative and its accountants to become informed concerning all matters relating to the preparation of the adjustmentPreliminary Closing Statement and the accounting procedures, if anymethodologies, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician tests and his accountants full access to all relevant books, records and work papers utilized approaches used in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionconnection therewith.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during If the Assets (excluding the Transco Equipment), net of the Assumed Liabilities, have a book value of more or less than $23,000,000 as determined by audit as of the last business day preceding the Closing, then the cash portion of the purchase price shall be increased or reduced on a dollar-for-dollar basis. For purposes of this computation, (i) items of inventory that have not had any sales in the preceding seven weeks shall be ascribed no book value and shall be retained by Temple and (ii) no reduction to the amount initially payable for Receivables shall be made on account of any reserve for uncollectibility. Not later than sixty (60) days following the Closing, Buyer will furnish to Seller a reconciliation of the Assets based upon such periodaudit and a proration of any other liabilities ("Buyer's Statement") which are to be apportioned under this Agreement. Seller shall notify Buyer within fifteen (15) days following Seller's receipt of the reconciliation if Seller disagrees with Buyer's Statement. If Seller accepts, or (b) paid accounts payable at a reduced fails to notify Buyer of any objection to, Buyer's Statement, then Buyer or delayed rate during such periodSeller, Vision 21 shall seek an adjustment to as the Purchase Price. In case may be, will pay the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing amount shown as due within seventy-five (755) days after the expiration of the Closing Date fifteen (15) day period. Buyer shall promptly make available to Seller at Seller's request copies of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decisionBuyer's or Buyer's accountants work papers prepared in connection with Buyer's Statement. If Physician does Seller objects and Seller's objections cannot notify Vision 21 be resolved by good faith negotiation within ten (10) business days after the expiration of Physician's receipt the fifteen (15) day period, then either party may submit the disputed items to an independent public accounting firm reasonably acceptable to Seller and Buyer, whose decision shall be final and binding on both parties. In the event of such notice that Physician objects a submission, each party shall prepare and deliver to the proposed adjustmentaccounting firm a statement, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects individually as to the proposed adjustmenteach item in dispute, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustmentamount it believes to be due to or from the other party, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust as the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustmentcase may be. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.award of the

Purchase Price Adjustments. Ernst & Young(a) Within twenty (20) business days following the end of the calendar month in which the Closing occurs, LLP Seller shall within seventy-five deliver to Purchaser a statement (75“Seller’s Statement”) days showing a balance sheet for the Business as of the Closing Date conduct an audit of the Company (“Closing Balance Sheet”) and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days actual Net Asset Value as of the Closing Date (the “Actual Closing Net Asset Value”) along with the computation of its decision to seek an adjustment such value and the recalculation of final Purchase Price using the Actual Closing Net Asset Value in lieu of Estimated Net Asset Value and in the determination of the Additional Amount and any necessary resulting adjustment (“Adjustment”) to the Purchase PricePrice amount paid at Closing. The Closing Balance Sheet and the preparation of the Actual Closing Net Asset Value shall be prepared on a basis consistent with the preparation of the Estimated Net Asset Value as set forth in Section 1.01(b). Purchaser shall cooperate with Seller and its representatives in preparing such statement including providing reasonable access to the Records and the assistance of Purchaser’s employees. Such statement shall become final and binding on the parties except to the extent Purchaser notifies Seller on or before the tenth business day after delivery of Seller’s Statement of Purchaser’s disagreement with such statement along with Purchaser’s computation of the Actual Closing Net Asset Value and final Purchase Price in reasonable detail (“Disagreement Notice”); provided that Purchaser shall not notify Seller of any dispute unless there is a reasonable basis for all such disputes to result in an Adjustment in the aggregate in excess of $50,000 (excluding interest) from the Adjustment shown in Seller’s Statement. If Purchaser so notifies Seller, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment parties shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall negotiate in good faith negotiate an appropriate amount regarding such disagreement with the computation of the adjustment, if any, which should be madeActual Closing Net Asset Value and final Purchase Price. During all time periods following Vision 21's notice that it intends If the parties fail to adjust agree on the Actual Closing Net Asset Value and final Purchase Price until within 30 days of receipt by Seller of the adjustment is finalizedDisagreement Notice, Vision 21 the parties shall provide go to Physician and his accountants full access to all relevant books, records and work papers utilized arbitration on their disagreement as provided in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionSection 1.05(b).

Purchase Price Adjustments. Ernst & Young(a) Not more than seven (7) Business Days, LLP but in no event less than two (2) Business Days, before the Closing Date, Seller shall within seventy-five deliver to Purchaser (75i) days an estimated unaudited balance sheet of the Company as of the close of business on the earlier of November 30, 2008 or the Closing Date, and after giving effect to the completion of the transactions contemplated by Section 5.10(b) hereof (the “Estimated Closing Balance Sheet”), (ii) a statement (the “Estimated Adjustment Statement” and, together with the Estimated Closing Balance Sheet, the “Estimated Financial Statements”), which Estimated Adjustment Statement shall set forth Seller’s good faith estimate of (x) the Aggregate Net Company Indebtedness (such estimated amount, the “Estimated Aggregate Net Company Indebtedness”), (y) the Adjusted Net Working Capital (such estimated amount, the “Estimated Adjusted Net Working Capital”) and (z) the Net PP&E Amount (such estimated amount, the “Estimated Net PP&E Amount”), in each case as of the close of business on the earlier of November 30, 2008 or the Closing Date conduct an audit (and after giving effect to the completion of the Company transactions contemplated by Section 5.10(b) hereof), with such amounts being derived from the Estimated Closing Balance Sheet, and (iii) a statement setting forth the name of each Excluded SERP Employee, the SERP Accrual for each Excluded SERP Employee and the Partnership Aggregate SERP Adjustment Amount. The Estimated Financial Statements shall be prepared in accordance with GAAP (applied using the same principles and policies used to ensure prepare the Balance Sheet and the March 31 Calculations). The parties acknowledge and agree that the calculations of Aggregate Net Company Indebtedness, Adjusted Net Working Capital and the Partnership have collected accounts receivable and paid accounts payable in Net PP&E Amount attached to Section 2.2(a) of the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization Seller Disclosure Schedule are calculations of such goodwill. Vision 21 shall notify amounts as of March 31, 2008 and have been derived from the Physician in writing within seventy-five Balance Sheet (75) days of such calculations are referred to herein as the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option.“March 31 Calculations”)

Purchase Price Adjustments. Ernst & Young, LLP (a) The Purchase Price shall within seventybe: (i) increased by the Post-five Closing Adjustment Amount (75if such amount is positive) or (ii) decreased by the Post-Closing Adjustment Amount (if such amount is negative). The Purchase Price shall also be increased by any amount paid to Sellers pursuant to Section 3.4. (b) Within 90 days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to following the Closing Date, Purchasers shall prepare and deliver to Sellers a statement setting forth the Post-Closing Adjustment Amount (the “Post-Closing Adjustment Statement”), and such Post-Closing Adjustment Statement shall also set forth Purchasers’ calculation of the Post-Closing Adjustment Amount. Sellers shall cooperate as reasonably requested by Purchasers in connection with Purchasers’ preparation of the Post-Closing Adjustment Statement. Sellers shall have a period (the “Review Period”) of 60 days from the delivery of the Post-Closing Adjustment Statement to Sellers in order to review such Post-Closing Adjustment Statement and supporting documents. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such periodconnection therewith, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of from and after the Closing Date of its decision to seek an adjustment of the Purchase PriceDate, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 Purchasers shall provide to Physician and his accountants full Sellers with reasonable access to all relevant books, records and work papers utilized necessary to compute and verify the Post- Closing Adjustment Statement. If, as a result of such review, Sellers disagree with the Post-Closing Adjustment Statement, Sellers shall deliver to Purchasers a written notice of disagreement (a “Dispute Notice”) prior to the expiration of the Review Period setting forth the basis for such dispute, the amounts in preparing dispute and, if practicable, Seller’s alternative calculation of the proposed Purchase Price adjustmentPost-Closing Adjustment Amount. The adjustment Post-Closing Adjustment Amount set forth on the Closing Adjustment Statement shall be final and binding: (i) If Sellers do not deliver a Dispute Notice to Purchasers prior to the expiration of the Review Period (or they deliver a written notice accepting the Post-Closing Adjustment Statement). (ii) If Sellers deliver a Dispute Notice to Purchasers in a timely manner, then Sellers and Purchasers shall attempt in good faith to resolve such dispute within 30 days from the date of such Dispute Notice. If Sellers and Purchasers cannot reach agreement within such 30-day period (or such longer period as they may mutually agree), then Sellers or Purchasers may elect to refer such dispute to a nationally or regionally recognized certified public accounting firm as may be settled jointly selected by Purchasers and Sellers (the “Neutral Accountant”). The parties agree to cooperate with one another in cash (which the engagement of the Neutral Accountant for such purposes. Each party shall be set-off from moneys due New P.A. pursuant thereupon furnish to the Business Management Agreement) Neutral Accountant such reasonable work papers and other documents and information relating to the calculation of the Post-Closing Adjustment Statement as that party may desire or Vision 21 Common Stock at as the Physician's optionNeutral Accountant may request, and each party will be afforded the opportunity to present information to the Neutral Accountant and to discuss the determination of the Post-Closing Adjustment Statement with the Neutral Accountant.

Purchase Price Adjustments. Ernst & YoungAt the Closing, LLP the Purchase Price -------------------------- shall within seventy-five (75) days be reduced for the aggregate dollar amount of the following determined as of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety Date: (90a) day period At least 31 days prior to the Closing Date, Sellers shall deliver to Buyer an audited balance sheet of the Business for the twelve-month period ending as of December 31, 1995 prepared by AACS' independent auditors and prepared in accordance with GAAP (the "December Balance Sheet") together with an income statement for the twelve-month period ended as of December 31, 1995 (the "Audit Date") relating to the December Balance Sheet (together with the Balance Sheet, the "Audited Financial Statements"). In connection with the event December Balance Sheet, Sellers shall also deliver to Buyer a determination of the aggregate earnings before interest, taxes, depreciation and amortization of AACS ("EBITDA") calculated for the twelve-month period ending on the Audit Date, which EBITDA calculation shall be appropriately adjusted to increase EBITDA to take into effect the extraordinary legal expenses of AACS for the twelve-month period ending as of the Audit Date. Buyer and its representatives shall have the right to review all work papers and procedures used to prepare the Audited Financial Statements and the EBITDA calculation and shall have the right to perform any other reasonable procedures necessary to verify the accuracy thereof. Unless Buyer, within 30 days after delivery to Buyer of the December Balance Sheet notifies Sellers in writing that Buyer objects to the December Balance Sheet or the EBITDA calculation, as applicable, and specifies the basis for such objection, such December Balance Sheet and the EBITDA calculation shall become final and binding upon the parties for purposes of this Agreement. If Buyer and Sellers are unable to resolve such objections within 20 days after any such notification has been given, the dispute shall be submitted to Coopers & Xxxxxxx, L.L.P. (or, if Coopers & Xxxxxxx, L.L.P. is unavailable, to another nationally recognized public accounting firm (other than Ernst & Young, L.L.P.) mutually agreed upon by Buyer and Sellers; provided, however, that if Buyer and Sellers cannot agree on an accounting firm, the dispute shall be submitted to an accounting firm designated by Ernst & Young, L.L.P.). Such accounting firm shall make a final and binding determination as to the matter or matters in dispute within 20 days of its engagement. Buyer and Sellers agree to cooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute as soon as practicable. The party or parties whose determination of EBITDA is farthest from that determined by the accounting firm retained under this Section 3.2(a) to resolve any dispute regarding such determination, shall bear all of the costs and expenses of such accounting firm, which costs and expenses shall be paid within 30 days of presentation of an invoice for such services. To the extent that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to final determination of EBITDA is less than $292,000. the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may Price shall be created reduced by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of the Closing Date of its decision to seek an adjustment of the Purchase Price, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten difference multiplied by six (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and his accountants full access to all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's option6).

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (75a) days of the Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety No less than two (902) day period Business Days prior to the Closing Date. In , Parent shall prepare and deliver, or cause to be prepared and delivered, to the event Buyer, a statement that contains a calculation of the audit reveals that Estimated Closing Date Net Working Capital of the Company and/or the Partnership have as of 11:59 p.m. (aNashville, Tennessee time) collected accounts receivable at an accelerated rate during such period, or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall seek an adjustment to the Purchase Price. In the event that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the proposed adjustment shall take into account the related impact upon net income created by the change in amortization of such goodwill. Vision 21 shall notify the Physician in writing within seventy-five (75) days of on the Closing Date of its decision (the “Preliminary Adjustment Statement”). Not later than one (1) Business Day prior to seek an adjustment of the Purchase PriceClosing, Buyer shall identify any adjustments that it believes are required to be made to the Preliminary Adjustment Statement, which Sellers will consider in good faith, and Parent will re-deliver to Buyer the Preliminary Adjustment Statement with such revisions to which Sellers agree. If the Estimated Closing Date Net Working Capital is less than the Target Closing Date Net Working Capital (such deficiency, the amount of the proposed adjustment and its reasons for such decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the proposed adjustment“Estimated Working Capital Deficit”), then the proposed adjustment shall take place and Purchase Price shall be finaladjusted as set forth in Section 2.2. If Physician notifies Vision 21 within the above-described ten Estimated Closing Date Net Working Capital is greater than the Target Closing Date Net Working Capital (10) day period that Physician objects to such excess, the proposed adjustment“Estimated Working Capital Surplus”), then Vision 21 and Physician shall in good faith negotiate an appropriate amount of the adjustment, if any, which should be made. During all time periods following Vision 21's notice that it intends to adjust the Purchase Price until shall be adjusted as set forth in Section 2.2 .(b) As soon as reasonably practicable after the adjustment is finalizedClosing Date, Vision 21 but not later than sixty (60) days after the Closing Date, Buyer shall provide prepare and deliver to Physician Sellers an unaudited consolidated balance sheet of the Business as of 11:59 p.m. (Nashville, Tennessee time) on the Closing Date (the “Final Closing Date Balance Sheet”) and his accountants full access to all relevant booksa reasonably detailed statement (together with the Final Closing Date Balance Sheet, records collectively, the “Adjustment Statements”) setting forth Buyer’s calculations of Closing Date Cash (the “Final Closing Date Cash”) and Closing Date Net Working Capital (the “Final Closing Date Net Working Capital”). The Adjustment Statements shall be accompanied by reasonable supporting details and work papers utilized papers. The Final Closing Date Balance Sheet shall be prepared in accordance with the methodologies, standards and principles applied in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (which shall be set-off from moneys due New P.A. pursuant to the Business Management Agreement) or Vision 21 Common Stock at the Physician's optionEstimated Closing Date Balance Sheet.