NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this “ Agreement ”) is made and entered into as of 12/12, 2005, by and among Bruce E. Wardlay, (“ Purchaser ”) and Alwyn Lorenzo (“ Obligor ”). The Closing Date (as defined below)) shall be the “ Effective Date ” of this Agreement. Capitalized terms used and not defined herein shall have the same meanings assigned to such terms in the Master Transaction Agreement.

A.   This Agreement is being entered into pursuant to Asset Purchase Agreements (herein so called) effective as of 12/12/2005, by and between Purchaser, as purchaser and Ft. Worth Rehabilitation, Inc., a Texas corporation, as seller (collectively, the “Clinic”);

B.   The undersigned Obligor is an employee, director and/or officer of the Clinic.

C.   This Non-Competition Agreement is being entered into between the Purchaser and Obligor as a condition of closing pursuant to the Asset Purchase Agreement, pursuant to which the Purchaser shall acquire certain assets (“ Acquired Assets ”) of the Clinic. The Asset Purchase Agreement, together with each of the exhibits attached thereto (and documents to be executed in connection therewith), are hereinafter collectively referred (and documents to be executed in connection therewith), are hereinafter collectively referred to as the “ Transaction Documents .”

D.   Purchase will pay the Clinic significant cash consideration in the Acquisition (herein so called) pursuant to the Asset Purchase Agreement, and Obligor shall benefit therefrom as a shareholder of the Clinic.

E.   The Obligor has valuable knowledge, relationships, experience and expertise in the management and operation of clinics for the delivery of physical therapy, rehabilitation, work hardening services.

F.   Purchaser has entered into that certain MASTER TRANSACTION AGREEMENT (“ Master Transaction Agreement ”), dated and effective as of 12/12/05, by and among Basic Health Care Networks of Texas, L.P., a Texas limited partnership, as purchaser, on the one hand (“Basic Health”), and 303 MEDICAL CLINIC, P.A. , a Texas professional association, BRUCE WARDLE’, D.O., P.A., a Texas professional association, IBERIA MEDICAL CLINIC, P.A., a Texas professional association, KINGSLEY MEDICAL CLINIC, P.A., a Texas professional association, LAKE JUNE MEDICAL CENTER, P.A., a Texas professional association, NORTHSIDE MEDICAL CLINIC, P.A., a Texas professional association, O’CONNOR MEDICAL CENTER, P.A., a Texas professional association, and RED BIRD URGENT CARE CLINIC, P.A., a Texas professional association, (collectively, the “ Clinics ”) and Purchase, as seller (the “Basic Health Acquisition”).

G. Basic Health intends to develop, establish, operate and manage additional work hardening and other clinics (the “ New Clinics ”) at one or more locations to be determined by Basic Health.

H.   As a condition and mutual inducement to the Acquisition, the Transaction Documents contemplate, among other things, that the Obligor shall enter into this Non-Competition Agreement effective on the Effective Date.

NOW, THEREFORE, in consideration of the mutual promises made herein, Purchaser and the Obligor hereby agree as follows:

1.   Covenant Not to Compete or Solicit . Obligor recognizes that entering into a competitive practice with the Purchaser would deprive the Purchaser of some or all of its practice sources to the substantial detriment of the Purchaser’s ongoing practice and Obligor acknowledges that the Purchaser has a substantial interest in protecting itself from unfair competition, including the improper use of Proprietary Information. In consideration of the substantial compensation paid to Obligor by the Purchaser, and the other benefits received by Obligor hereunder, Obligor agrees with the Purchaser that the following restrictive covenants are reasonably designed to protect the legitimate interests of the Purchaser:

1.1   Covenant Not to Compete . Obligor agrees that for so long as Obligor is employed by Purchaser or its assigns and for one year thereafter (“ Restricted Period ”), Obligor shall not, directly or indirectly, as an employee, employer, contractor, consultant, agent, principal, shareholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business or practice within the Practice Territory (as defined herein) that is in competition in any manner whatsoever with the practice of the Purchaser, the New PA, and the New Clinics. The parties mutually acknowledge and agree as follows:

(a)   If Obligor should set up an office and practice medicine within the Practice Territory in competition with the practice of the Purchaser, it would cause economic harm and loss of goodwill to the Purchaser resulting in immediate and irreparable loss, injuries, and damage to the Purchaser.

(b)   Notwithstanding anything to the contrary in this Section 1.1, physician is not prohibited from owning less than five percent (5%) of the equity of any publicly-traded entity.

(c)   Neither the public in general nor any patients will be adversely affected by the enforcement of the non-competition covenant, in that other similar providers of professional medical services are readily available within the restricted area.

1.2   Practice Territory . The Purchaser is actively engaged in the practice of general family and urgent care and ancillary medical services such as rehabilitation and physical medicine in various locations within the Dallas and Fort Worth metropolitan areas, and it is therefore agreed that the term of “ Practice Territory ” shall mean: a ten (10) mile radius of either Clinic. In the event that the provisions of this Section 1.2 are deemed by a court of competent jurisdiction to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws.

1.3   Remedies . Without limiting other possible remedies to Purchaser for breach of this covenant, Obligor agrees that injunctive or other equitable relief will be available to enforce the covenants of this provision, such re