COMPLIANCE PROCEDURES MANUAL

It is the policy of Triumph HealthCare to maintain strict compliance with the spirit and letter of all applicable laws and regulations and to employ the highest ethical standards in providing quality healthcare in the communities in which we work. Triumph requires each of its directors, officers, employees, and agents, as well as the directors, officers, employees, and agents of each of Triumph’s subsidiaries and affiliates (each a “Triumph Representative”) to comply with Triumph’s Standards of Conduct/Code of Ethics and act in an ethical and legal manner. Medical staff members are required to comply with the Standards of Conduct/Code of Ethics through requirements in the medical staff bylaws of each Triumph hospital.

The Triumph Integrity Program has been established to accomplish this goal.

This Compliance Procedures Manual (“Manual”) is designed to implement Triumph’s Integrity Program and specifically to address your legal and ethical obligations as a Triumph Representative.

PURPOSES AND OBJECTIVES OF TRIUMPH’S INTEGRITY PROGRAM

The purposes and objectives of the Integrity Program are to:

(1) establish standards and procedures to be followed by all Triumph Representatives to effect compliance with all applicable federal, state and local health care laws, regulations and ordinances and promote the highest ethical conduct;

(2) implement the Standards of Conduct/Code of Ethics policies and the procedures set forth in this Manual;

(3) designate a Compliance Officer responsible for directing the effort to enhance compliance and ethical conduct, including implementation of the Integrity Program;

(4) document Triumph’s compliance efforts;

(5) conduct effective training and education of all Triumph Representatives;

(6) provide a means for communicating to all Triumph Representatives the standards and procedures they are expected to follow;

(7) develop effective lines of communication for discussing compliance questions and reporting compliance violations;

(8) establish minimum standards for billing and collection activities, including a system of monitoring and oversight of billing activity to ensure adherence to the standards and procedures established;

(9) provide a means for reporting questionable billing activities;

(10) increase training of Triumph Representatives concerning applicable billing requirements;

(11) provide for the verification of compliance with the Integrity Program to include systematic monitoring and audits to ensure that our practices reflect current requirements and industry standards and that adjustments are made, as necessary, to improve the Integrity Program;

(12) provide a mechanism to investigate alleged violations and implement corrective action;

(13) enforce standards through well-publicized disciplinary guidelines;

(14) respond promptly to detected offenses and enforce disciplinary guidelines; and

(15) provide for regular evaluation of Triumph compliance efforts to ensure that practices reflect current requirements and other adjustments are made to improve the Integrity Program.

IMPLEMENTATION OF THE INTEGRITY PROGRAM

In order to implement the Integrity Program and to ensure compliance with the Standards of Conduct/Code of Ethics and the applicable federal, state and local health care laws, regulations and ordinances, Triumph has established this Manual. The Manual has been adopted by the Governing Board of Triumph HealthCare LLP (the “Governing Board”). The Vice President, Compliance & Quality of Triumph HealthCare has designated a Compliance Officer (“Compliance Officer”). The Compliance Officer reports directly to the President, the Governing Board and the Governing Board’s Compliance Committee. Adherence with the Manual’s policies and procedures will be monitored and reviewed by the Compliance Officer, the Compliance Committee and the Governing Board.

WHO IS COVERED BY THE MANUAL

Triumph Healthcare, L.L.P., its subsidiaries and affiliates, and each of their directors, officers, employees, and agents are required to comply with the policies and procedures set forth in this Manual. In this Manual such persons are called, “Triumph Representatives.”

Implementation of Triumph’s commitment to legal and ethical standards of business conduct begins with the leadership at Triumph HealthCare, including all directors and officers. Thus, all Triumph Representatives are required to observe and comply with all terms of Triumph’s Manual and its Standards of Conduct/Code of Ethics. Adherence to the Integrity Program is a condition of employment and continued employment with Triumph and will be taken into consideration in connection with periodic performance reviews and other evaluations. All Triumph Representatives are expected to read carefully Triumph’s Standards of Conduct/Code of Ethics and this Compliance Manual and to direct any questions or concerns that they may have to their supervisor, the Compliance Officer, or Triumph’s Confidential Ethics Hotline.

DUTIES AND RESPONSIBILITIES OF THE COMPLIANCE OFFICER

Triumph has appointed a Compliance Officer to serve as the focal point for compliance activities and to be responsible for oversight of the development, implementation, and daily operations of the Integrity Program. From time to time, the Compliance Officer may delegate some responsibilities to senior management of the individual facilities.

The Compliance Officer shall have direct access to the President, the Compliance Committee and the Governing Board of Triumph and shall report to the President and Compliance Committee. The Compliance Committee will provide oversight of the Compliance Officer’s activities, and the Compliance Officer will provide the Compliance Committee with quarterly and annual compliance updates. The Compliance Officer shall have access to all Triumph documents and personnel necessary to carry out the duties of the position.

The Compliance Officer shall:

1. develop and maintain written policies, procedures and standards of conduct;

2. be responsible for the functioning of the Integrity Program and ensure communication of the standards and procedures contained in this Manual to each Triumph Representative;

3. maintain a working knowledge of relevant issues, laws, and regulations;

4. ensure that every Triumph Representative involved in the billing process attends Integrity Program procedures training at least annually;

5. establish employee reporting channels, including, but not limited to, the Confidential Ethics Hotline which Triumph Representatives may use on an anonymous basis to report problems and concerns without fear of retaliation;

6. ensure that Triumph Representatives have readily available means for communicating with the Compliance Officer;

7. document and publish responses to questions about fraud and abuse and compliance efforts;

8. assure compliance with the Integrity Program and this Manual and monitor and establish audit controls to ensure correct processes are established;

9. coordinate and conduct inquiries and/or investigations when deemed necessary;

10. implement corporate-wide training and communication programs to ensure that all Triumph Representatives are educated on the Standards of Conduct/Code of Ethics, the Integrity Program and this Manual, and other specific issues deemed necessary;

11. establish clear disciplinary polices and actions to be taken against Triumph Representatives who fail to comply with the Standards of Conduct/Code of Ethics or this Manual;

12. screen employees prior to assigning discretionary authority to them on matters that involve compliance activities or compliance oversight;

13. ensure that all audits, investigations, records and administrative/legal proceedings of Triumph be reported or available to the Compliance Committee;

14. make periodic reports regarding compliance activities and concerns to the President, the Compliance Committee and the Governing Board; and,

15. respond appropriately if a violation is uncovered, including a direct report to the Compliance Committee or external agency if deemed necessary.

In fulfilling his or her responsibilities, the Compliance Officer will maintain an open line of communication to Triumph Representatives and all individuals associated with Triumph to allow violations to be reported and questions or concerns to be raised concerning the Integrity Program. All Triumph Representatives have access to Triumph’s Confidential Compliance Line, which is available 24 hours a day, 7 days a week at 800-620-1426.

THE ROLE OF LEGAL COUNSEL

Although the Compliance Officer most often will address the majority of allegations of misconduct, issues occasionally arise that should be addressed under the direction of Triumph in-house or outside legal counsel.

Upon report or notice of suspected noncompliance with any criminal, civil, or administrative law, the Compliance Officer will conduct an “initial inquiry” into the alleged misconduct. The purpose of the initial inquiry is to determine whether there is sufficient evidence of possible noncompliance to warrant further investigation. If, during the initial inquiry, the Compliance Officer determines that there is sufficient evidence of possible noncompliance to warrant further investigation, then the issue will be turned over to legal counsel.

At this point legal counsel will conduct an investigation to evaluate the facts to determine whether credible evidence exists to indicate that a violation of criminal, civil, or administrative law has occurred.

It will also be the responsibility of legal counsel to notify the senior management of the organization of the results of its legal investigation and provide the Compliance Officer with sufficient factual details from its legal investigation to allow the Compliance Officer to properly address any compliance issue. Both the initial inquiry and legal investigation will be conducted as expeditiously as possible.

DUTIES OF THE COMPLIANCE COMMITTEE

Triumph’s Governing Board has established an Compliance Committee which will report to the President and the Governing Board and will coordinate compliance-related matters under the day-to-day supervision of the Compliance Officer. The Compliance Committee’s duties include:

1. reviewing the effectiveness of the Integrity Program through periodic internal and external reviews and audits;

2. assisting the Compliance Officer in the discharge of his or her duties;

3. reporting to senior management and/or the Governing Board on the status of Triumph’s compliance efforts;

4. from time to time, as appropriate, recommending revisions to the Integrity Program or implementation of additional compliance policies and procedures; and

5. assisting in the development of a training program for all Triumph Representatives, to be reviewed as updated as needed.

STANDARDS OF CONDUCT/CODE OF ETHICS

As part of Triumph’s Integrity Program, the Compliance Officer shall ensure that risk areas are identified and compliance procedures are provided to Triumph Representatives. In particular, policies and procedures regarding the justification and documentation requirements for billing, coding issues and submission of claims, shall be provided to all Triumph Representatives. The Compliance Officer shall implement policies with regard to fraud, waste, abuse, and adherence to all statutes, regulations and other governmental requirements. The Compliance Officer shall communicate to all physicians that claims submitted for services will only be paid if the service is covered, reasonable and necessary for the beneficiary.

The following Standards of Conduct/Code of Ethics address reimbursement, financial relationships, quality of care, and other specific risk areas. The Compliance Officer shall ensure that policies and procedures are implemented in accordance with these and other applicable standards.

1. Quality of Care

The primary goal of Triumph HealthCare is to deliver high quality care to our patients in a responsible, reliable, and appropriate manner. In doing so, we will meet and exceed any and all regulatory requirements.

The Triumph HealthCare employee should regard service to our customers as their primary responsibility, should retain ultimate responsibility for the quality of the service that the individual assumes, assigns, or performs, and should act to prevent practices that are inhuman or discriminatory against any person or group of persons.

The Triumph HealthCare employee's primary responsibility is to the patient. Triumph Representatives should strive to become and remain proficient in professional practice and performance of professional functions. Triumph HealthCare will support the employee in these efforts

The Triumph HealthCare employee:

Ø should serve patients with devotion, loyalty, determination, and the maximum application of professional skill and competence,

Ø will not exploit relationships with patients for personal advantage.

Ø should not practice, condone, facilitate, or collaborate with any form of discrimination on the basis of race, color, sex, sexual orientation, age, religion, national origin, marital status, political affiliations, mental or physical handicap, or any other preference of personal characteristic, condition, or status.

Ø should avoid relationships or commitments that conflict with the interest of the patient.

Ø will provide the patient with accurate and complete information regarding the extent and nature of services available to them.

Ø shall under no circumstances engage in sexual activities with patients.

Ø will ensure that the patient is apprised of their risks, rights, opportunities, alternatives, benefits, and obligations associated with their treatment.

Ø should seek advice and counsel of colleagues and supervisors whenever such consultation is in the best interest of the patient.

Ø should accept responsibility for their assignments only on the basis of existing competence or with the intention to acquire the necessary competence.

Ø will not misrepresent professional qualifications, education, experience, or affiliations.

Ø should act in accordance with the highest standards of professional integrity and impartiality.

Ø should be alert to and resist the influence and pressures that interfere with the exercise of professional discretion and impartial treatment.

Ø will not exploit professional relationships for personal gain.