MEMBERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG RURAL HOSPITAL ACQUISITION, LLC, AS THE BUYER AND CAROL SCHUSTER, AS THE SELLER AND TRI-ISTHMUS GROUP, INC SURGICAL CENTER ACQUISITION HOLDING, INC RHA TISHOMINGO, LLC RHA STROUD, LLC RHA ANADARKO, LLC MICHAEL SCHUSTER AS THE ADDITIONAL PARTIES

MEMBERSHIP INTEREST PURCHASE AGREEMENT Table of Contents

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Exhibits :

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MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this " Agreement ") is made and entered into as of December 11, 2008 (the " Closing Date "), by and between Rural Hospital Acquisition, LLC., an Oklahoma Limited Liability Company (" Buyer "), and Carol Schuster, an individual residing in Oklahoma (" Seller "). Tri-Isthmus Group, Inc., a Delaware Corporation (" TIGroup ") Surgical Center Acquisition Holdings, Inc., a Nevada Corporation, (" SCAH ") and RHA Tishomingo, an Oklahoma Limited Liability Company, (" RHA Tishomingo "), RHA Stroud, an Oklahoma Limited Liability Company, (" RHA Stroud "), and RHA Anadarko, an Oklahoma Limited Liability Company, (" RHA Anadarko ") and Mike Schuster all join this Agreement for the limited purposes set forth herein. RHA Tishomingo, RHA Stroud, and RHA Anadarko are sometimes referred to as the " Hospitals ". Buyer, TIGroup, SCAH, Hospitals, and Seller, are each individually referred to herein from time to time as a " Party ," and collectively as the " Parties ." RECITALS WHEREAS , Seller owns 49% of the total issued and outstanding voting membership units of Buyer (the " Units "). WHEREAS , Buyer wishes to purchase all of Units of Buyer owned by Seller. WHEREAS , Upon completion of the transfer of the Units from Buyer to Seller, SCAH will become the sole member of Buyer, which is the sole member of the Hospitals. As such, SCAH is benefiting from the terms of this Agreement and executes this Agreement for the purposes set forth in Section 4 . WHEREAS , TIGroup is the sole shareholder of SCAH and will benefit from the terms of this Agreement. Upon completion of the transaction, TIGroup will have an indirect ownership interest in those entities wholly-owned by SCAH. As such, TIGroup is guarantying all of the payments and the promissory note described in Section 1.2 and also executes this agreement for the purposes set forth in Section 4 . WHEREAS , Michael Schuster will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement, and the Buyer has required that Michael Schuster enter into this Agreement as a condition to the Buyer’s execution hereof. As such, Michael Schuster is benefiting from the terms of this Agreement and executes this Agreement for the purposes set forth in Section 4 .

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NOW, THEREFORE , in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE I
PURCHASE, SALE AND TRANSFER OF UNITS 1.1 Purchase, Sale and Transfer of the Schuster Units . Pursuant to the terms and subject to the conditions set forth herein, Seller will sell 490,000 Units to Buyer, which constitute all of the Units owned by Seller (the " Schuster Units "), for the consideration set forth in Section 1.2 . 1.2 Consideration . As consideration in full for the sale and purchase of the Schuster Units, Buyer shall pay to Seller the sum of One Million Eight Hundred Thousand Dollars ($1,800,000.00) as follows: (a) Cash in the amount of Three Hundred Thousand Dollars ($300,000.00) payable in six (6) equal monthly installments of Fifty Thousand Dollars ($50,000) each, with the first installment due on the Closing Date and subsequent installments due on the first day of each of the next five (5) calendar months (the " Monthly Cash Payments "). TIGroup absolutely and unconditionally guarantees the due and punctual payment of all amounts owed by Buyer to Seller under this section. In the event that Buyer fails to make a Monthly Cash Payment within fifteen (15) business days of its respective due date, TIGroup shall be obligated to pay Seller the full amount of the unpaid Monthly Cash Payment plus a default rate of interest at a rate of 12% per annum. In addition to the remedy set forth above, in the event of a failure of Buyer to timely pay Seller on any Monthly Cash Payment prior to the expiration of the fifteen (15) business day grace period set forth in the preceding sentence, Seller can accelerate all Monthly Cash Payments to cause them to be immediately due and payable by both Buyer and/or TIGroup without further notice or demand. Both Buyer and TIGroup shall pay Seller’s reasonable attorney fees relating to any action to collect payment from Buyer or TIGroup under this section. (b) A promissory note in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) substantially in the form attached hereto as Exhibit A (the " Note "). RHA’s payments under the Note will be guaranteed by TIGroup pursuant to a guaranty substantially in the form attached hereto as Exhibit B . In the event that TIGroup receives aggregate net proceeds in excess of $8,000,000 from [certain securities offerings] [*], the payments under the Note will be accelerated and the principal amount still owing, together with accrued but unpaid interest will become due and payable on the thirtieth (30th) day following the date on which the aggregate net proceeds received by TIGroup [*] exceed $8,000,000. 1.3 Closing . The consummation of the sale and purchase of the Schuster Units (the " Closing ") shall take place at the offices of Day, Edwards, Propester & Christensen, P.C., 2900 Oklahoma Tower, 210 Park Avenue, Oklahoma City, Oklahoma 73102, or via Federal Express and facsimile, as agreed by the Buyer and Sellers, at 2 p.m. local time on the Closing Date, provided that all of the deliveries in Section 1.4 have been made or waived by the parties to whom such delivery is required.

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1.4 Closing Deliveries . At the Closing: (a) Seller will transfer the Schuster Units to Buyer, and deliver to Buyer certificates or other documentation representing the Schuster Units and any other documents that are necessary to transfer to Buyer good title to the Schuster Units, including, without limitation, an Assignment of Membership Interest substantially in the form of Exhibit C attached hereto (the " Assignment of Membership Interest "); (b) Seller shall deliver the resignations of Seller and Michael Schuster from any and all officer and manager positions occupied by either of them at Buyer and its Affiliates effective as of the Closing Date; (c) Buyer will pay the first Monthly Cash Payment to Seller by wire transfer or delivery of other immediately available funds; (d) Buyer will deliver the Note to Seller; (e) Buyer shall deliver a document that reflects the transfer of Mike Schuster’s employment contract from RHA to TIGroup or one of its Affiliates; and (f) TIGroup shall deliver the guaranty to Seller of the Note and a corporate resolution evidencing that TIGroup has the power and authority to enter into all agreements contemplated herein. 1.5 Further Assurances . At or after the Closing, and without further consideration, the Seller will execute and deliver to Buyer, such further instruments of conveyance and transfer as Buyer may reasonably request in order more effectively to convey and transfer the Schuster Units to Buyer. The Parties agree to cooperate reasonably with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement before and after the Closing, and shall (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions contemplated hereby.

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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER As a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Seller, represents and warrants to the Buyer that the statements contained in this Article II are true and correct as of the Closing Date to the best of her knowledge, except as set forth on Seller’s Disclosure Schedule attached to this Agreement and corresponding in number with the applicable section of this Agreement, and shall survive the Closing and continue in full force and until the fourth anniversary of the Closing Date. 2.1 Authority . Seller, has all requisite power, authority and capacity, corporate, individual or otherwise, to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Seller in connection with or pursuant to this Agreement (collectively, the " Seller Documents "). The execution, delivery and performance by the Seller of each Seller Document to which Seller is a party has been duly authorized by all necessary action, corporate or otherwise, on the part of the applicable Person. This Agreement and the Seller Documents have been duly executed and delivered by Seller. This Agreement and each of the other Seller Documents are the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 2.2 Title to Schuster Units . Seller owns of record and beneficially the Schuster Units, free and clear of any obligation, lien, claim, pledge, security interest, liability, charge, contingency or other encumbrance or claim of any nature other than what is on the unit certificate representing the Schuster Units or in Buyer’s operating agreement (a " Lien "). Upon sale of the Schuster Units and delivery of certificates or other documentation evidencing such Units (or other transfer documents included in the Seller Documents) therefor to the Buyer hereunder, Buyer will acquire the entire legal and beneficial interests in the Schuster Units, free and clear of any Lien and subject to no legal or equitable restrictions of any kind, except as provided in the Amended and Restated Operating Agreement of Buyer. 2.3 No Violation . Neither the execution or delivery of the Seller Documents nor the consummation of the transactions contemplated thereby, including without limitation the issuance or sale of the Purchased Units to the Buyer, will, to the Knowledge of Seller, conflict with or result in the breach of any term or provision of, require any consent, approval, ratification, waiver, notification, license, permit, order or other authorization (including any Governmental Authorization (as defined in Section 2.4 )) (collectively, " Consents ") or violate or constitute a default under (or an event that with notice or the lapse of time or both would constitute a breach or default), any third party the right to terminate or accelerate any obligation under, any charter provision, bylaw, provision of the Amended and Restated Operating Agreement, Amended and Articles of Organization, material contract, license or Law to which Seller is a party or by which any assets of Buyer is in any way bound or obligated.

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2.4 Governmental Authorizations . To the knowledge of Seller, no Consent, franchise, grant, identification or registration number, easement, variance, exemption or certificate issued, granted, given or otherwise made available by or under the aut