Sample Confidentiality Agreement

To encourage the free flow of information between a debtor and members of official committees, or prospective asset purchasers, or even potential DIP lenders, a debtor will often (and usually should) insist on an agreement with the recipient of such information that the information will remain confidential, undisclosed, and immune from inappropriate use (such as a basis for trading in the debtor's securities). These protections are especially necessary when the information to be disclosed concerns proprietary, non-public financial information, operations data, and internal analyses of liabilities. With an active committee (and certainly with a potential acquiror), there is little information that the debtor can reasonably withhold, particularly when the recipient executes an appropriate confidentiality agreement such as the one included here, which was derived from the confidentiality agreement in the Unison HealthCare Corporation Chapter 11 case.

Sample Confidentiality Agreement

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement is dated as of March __, 1998 (the "Agreement") by and among Unison HealthCare Corporation and its subsidiaries and affiliates, debtors and debtors in possession in their pending Chapter 11 cases (collectively, the "Company") and __________________________, a member of the Committee of Unsecured Creditors appointed pursuant to 11 U.S.C. § 1102 (the "Committee").

WITNESSETH

WHEREAS, the Company is currently undergoing a reorganization proceedings under Chapter 11 of the Federal Bankruptcy Code (the "Restructuring");

WHEREAS, you have agreed to serve as a member of the Committee; and

WHEREAS, during the course of any discussions and negotiations regarding the Restructuring, the Company will provide to you and the Committee certain Information (as defined below).

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and adequacy which are hereby acknowledged, the parties hereto agree as follows:

1.Confidential Information. As used herein, the term "Information" means any and all information concerning the Company (whether prepared by the Company, its advisors or otherwise and irrespective of the form of communication) that is furnished to you or any of your agents or advisors (collectively, "Representatives") now or in the future by or on behalf of the Company. In addition, "Information" shall be deemed to include all notes, analyses, compilations, studies, interpretations and other documents prepared by you, the Committee or any of your respective Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to you or any of your Representatives pursuant to this Agreement. The term "Information" does not include information which: (i) is or becomes available to the public generally (other than as a result of a disclosure by you, the Committee or any of your respective Representatives); (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that such source is not, to the best of your knowledge, bound by a confidentiality agreement with, or any contractual, legal or fiduciary obligation of confidentiality to, the Company or any other person with respect to such information; (iii) has been independently acquired or developed by you or any of your Representatives without violating any of the obligations under this Agreement; or (iv) was within the possession of you or any of your Representatives prior to

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being furnished by or on behalf of the Company, whether pursuant to this Agreement or otherwise.

2. Accuracy of Information. Although the Company will provide such Information as it believes to be relevant to the Restructuring, neither the Company nor any of its officers, directors, employees or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the Information. You agree that neither the Company nor any of its officers, directors, employees or agents shall have any liability to you or to any of your Representatives relating to or resulting from the use of the Information or any errors therein or omissions therefrom.

3. Use of Information and Confidentiality.

A. As a condition to the furnishing of the Information to you and your Representatives, you agree that all Information furnished to you, whether prior to or after your acceptance of this letter, by the Company or any of the Company's Representatives or by the Committee or any of its Representatives, will be kept strictly confidential; provided, however, that you may disclose Information: (i) to your Representatives who have a need to know such Information for the sole purpose of evaluating the Restructuring (it being understood that such Representatives shall be informed by you of the substance of this Agreement and that, by receiving such Information, such Representatives shall agree to be bound by the terms and conditions hereof); and (ii) in all other cases, to the extent that the Company gives its prior written consent to such disclosure. You agree to take all reasonable measures to keep the Information confidential and to take all reasonable measures to restrain your Representatives from prohibited or unauthorized disclosure or use of the Information.

B.In the event that you or any of your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Information, you shall provide the Company with written notice as promptly as reasonably practicable of any such request or requirement so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the Company waives compliance with the provisions of this Agreement with respect to a specific request or requirement, you and your Representatives shall disclose only that portion of the Information that is covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. If, in the absence of a protective order or other remedy or a waiver by the Company, you or any of your Representatives is nonetheless, as set forth in a written opinion of independent legal counsel, legally compelled to disclose any Information, you or such Representative may, without liability hereunder, disclose only that portion of the Information which such counsel opines is legally required to be disclosed. Notwithstanding the

Sample Confidentiality Agreement

foregoing, in the event that you or any of your Representatives discloses Information under the terms of this subsection, you and/or such Representative shall take all reasonable measures to preserve the confidentiality of the Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Information.

C.At such time as (i) the Company notifies you in writing (it being understood that the Company may make such request in its discretion and without providing any reason therefor), (ii) you notify the Company in writing that you do not wish to receive any further Information, or (iii) you notify the Company in writing that you do not wish to pursue the Restructuring or you cease to be a member of the Committee, you shall deliver promptly to the Company all Information furnished to you or any of your Representatives by or on behalf of the Company or the Committee, together with all copies of such Information in your possession or control or in the possession or control of any of your Representatives. In such event, you agree to destroy any and all other Information prepared by you or any of your Representatives or in your possession or control or in the possession or control of any of your Representatives, together with all copies thereof (including, without limitation, electronic copies). Notwithstanding the return or destruction of the Information, you and your Representatives will continue to be bound by your respective obligations of confidentiality hereunder.

D.You hereby acknowledge that you are aware (and that any person to whom you disclose Information has been, or upon receiving such information will be, advised) of the restrictions imposed by federal and state securities laws on a person possessing material nonpublic information about a company, including certain Information.

4. Access to and Solicitation of Employees. You agree to submit or direct to the Company or its designee all: (a) communications with the Company regarding the Restructuring; (b) requests for additional information from the Company; (c) requests for facility tours or management meetings; and (d) discussions or questions regarding procedures. You agree that, for a period of three (3) years from the date hereof, you will not solicit for employment any individual currently serving as director, officer, employee or agent of the Company without obtaining the prior written consent of the Company.

5. Remedies. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by you or any of your Representatives and that the Company shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this Agreement, but shall be in addition to all

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other remedies available at law or equity to the Company. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that you or any of your Representatives has breached this Agreement, you shall be liable for and pay to the Company on demand the legal fees and expenses incurred by the Company in connection with such litigation, including any appeal therefrom.

6. Waiver and Amendments. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. No provisions of this Agreement can be amended without the specific written consent of each of the parties hereto.

7. Counterparts. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same agreement.

8. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Arizona without giving effect to the conflicts of laws principles thereof.

If the foregoing correctly sets forth our agreement with respect to the matters contained herein, please so indicate by signing a copy of this agreement and returning a copy to the undersigned, whereupon this Agreement shall constitute our binding agreement with respect to the matters set forth herein.

UNISON HEALTHCARE CORPORATION

By: ________________________________

Name: _____________________________

By: ________________________________

Member of the Committee