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To: BlueCheap who wrote (31)12/15/1997 8:18:00 PM
From: BlueCheap  Respond to of 45
 
Consolidated Health Care Announces the Signing of Asset
Purchase Agreement With Olympus Healthcare Group for
Assets of PTS Rehab Subsidiaries

FRANKLIN, Mass., Dec. 15 /PRNewswire/ -- On September 30 ,1997 Consolidated Health
Care Associates, Inc. (''Consolidated'') announced the signing of a revised non-binding letter of
intent with Olympus Healthcare Group, Inc. whereby Olympus would acquire all of the operating
assets and assume certain liabilities of PTS Rehab, Inc. (consisting of four outpatient Clinics located
in Massachusetts), a wholly owned subsidiary of Consolidated Health Care Associates in exchange
for 42,553 shares of common stock of Olympus and $1,400,000 cash, subject to completion of
due diligence, signing of a definitive agreement and approval of Consolidated shareholders and
certain other customary conditions.

Between October and November 1997, the parties negotiated revised terms for the proposed sale,
including elimination of the Olympus stock component and the execution of an interim management
agreement with the purchaser. On November 20, 1997 the Company agreed to accept $1,700,000
in cash as the total purchase price for the proposed transaction. Subsequently, the Asset Purchase
Agreement was executed this 20th day of November, 1997 at approximately 5:00 pm. The
signature pages of the executed Asset Purchase Agreement were held in escrow with release
subject to the completion of the agreed upon revised terms, conditions and related disclosure
schedules.

On December 10, 1997 at approximately 6:00 pm all revisions of the Asset Purchase Agreements
had been completed and accepted by all parties, and the executed signature pages held in escrow
were released. It is anticipated that the transaction will close after a shareholders meeting to be held
January 13, 1998. Proceeds from the transactions along with the collections of the Company's
receivables, will be used to satisfy the Company's outstanding liabilities. There are no assurances
that such transactions will enable the Company to completely pay all liabilities.

Olympus Healthcare Group, Inc. is a privately owned, integrated post acute healthcare services
company, located in Westborough, Massachusetts. Olympus provides a variety of post acute health
care services in a number of sites throughout the New England region.

SOURCE: Consolidated Health Care Associates, Inc.