Common use of WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT Clause in Contracts

WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT. THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. NBD AND OBLIGORS EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY OF THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT OF THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE CHARGED. NBD BANK By: /s/ Robexx X. Xxxxxx ------------------------------- Robexx X. Xxxxxx First Vice President [Signatures continued on following page] [Signature continued from preceding page] UNIVERSAL STANDARD HEALTHCARE, INC. By: /s/ Alan X. Xxx --------------------------------- Alan X. Xxx Vice President Finance and Treasurer UNIVERSAL STANDARD HEALTHCARE OF MICHIGAN, INC. By: /s/ Alan X. Xxx --------------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF OHIO, INC. By: /s/ Alan X. Xxx --------------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF DELAWARE, INC. By: /s/ Alan X. Xxx --------------------------------- Alan X. Xxx, Xxeasurer A/R CREDIT, INC. By: /s/ Alan X. Xxx --------------------------------- Alan X. Xxx, Xxeasurer [Signatures continued on following page] [Signature continued from preceding page] T.P.A., INC. By: /s/ Alan X. Xxx --------------------------------- Alan X. Xxx, Xxeasurer

WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT. THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. NBD AND OBLIGORS EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY OF THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT OF THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE CHARGED. NBD BANK By: /s/ By:/s/ Robexx X. Xxxxxx ------------------------------- Xxxxx ----------------------------- Robexx X. Xxxxxx First Vice President [Signatures continued on following page] [Signature continued from preceding page] UNIVERSAL STANDARD HEALTHCARE, INC. By: /s/ Alan X. Xxx --------------------------------- ----------------------------- Alan X. Xxx Vice President Finance and Treasurer UNIVERSAL STANDARD HEALTHCARE OF MICHIGAN, INC. By: /s/ Alan X. Xxx --------------------------------- ----------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF OHIO, INC. By: /s/ Alan X. Xxx --------------------------------- ----------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF DELAWARE, INC. By: /s/ Alan X. Xxx --------------------------------- Alan X. Xxx, Xxeasurer A/R CREDIT, INC. By: /s/ Alan X. Xxx --------------------------------- ----------------------------- Alan X. Xxx, Xxeasurer [Signatures continued on following page] [Signature continued from preceding page] A/R CREDIT, INC. By: /s/ Alan X. Xxx ----------------------------- Alan X. Xxx, Xxeasurer T.P.A., INC. By: /s/ Alan X. Xxx --------------------------------- ----------------------------- Alan X. Xxx, XxeasurerXxeasurer Exhibit A - Lease Documents B - National Computer Lease Documents

WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT. THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. NBD AND OBLIGORS EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY OF THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT OF THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE CHARGED. NBD BANK By: /s/ Robexx X. Xxxxxx ------------------------------- --------------------------------------------- Robexx X. Xxxxxx First Vice President [Signatures continued on following page] [Signature continued from preceding page] UNIVERSAL STANDARD HEALTHCARE, INC. By: /s/ Alan X. Xxx --------------------------------- --------------------------------------------- Alan X. Xxx Vice President Finance and Treasurer UNIVERSAL STANDARD HEALTHCARE OF MICHIGAN, INC. By: /s/ Alan X. Xxx --------------------------------- --------------------------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF OHIO, INC. By: /s/ Alan X. Xxx --------------------------------- --------------------------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF DELAWARE, INC. By: /s/ Alan X. Xxx --------------------------------- --------------------------------------------- Alan X. Xxx, Xxeasurer A/R CREDIT, INC. By: /s/ Alan X. Xxx --------------------------------- --------------------------------------------- Alan X. Xxx, Xxeasurer [Signatures continued on following page] [Signature continued from preceding page] T.P.A.UNIVERSAL STANDARD HEALTHCARE OF FLORIDA, INC. By: /s/ Alan X. Xxx --------------------------------- --------------------------------------------- Alan X. Xxx, XxeasurerXxeasurer Exhibit 2.1 Line of Credit Note A Stock Pledge Agreement LINE OF CREDIT NOTE $2,000,000 January 7, 1999 Xxxxxxx, Xxxxxxxx FOR VALUE RECEIVED, the undersigned, Universal Standard Healthcare, Inc., formerly known as Universal Standard Medical Laboratories, Inc., a Michigan corporation ("Borrower"), promises to pay to the order of NBD Bank ("Bank"), under the Revolving Credit and Loan Agreement, dated April 30, 1997, as amended (as amended, and as may be further amended or restated from time to time, the "Credit Agreement"), by and between Borrower, Bank, and others, at the main office of the Bank in Detroit, Michigan in accordance with the Credit Agreement, in lawful money of the United States of America and in immediately available funds, the principal sum of $2,000,000, or such lesser amount as is recorded on the books and records of Bank, on the earlier to occur of the Termination Date (as defined in the Credit Agreement) or demand for payment by Bank, together with interest on the outstanding balance thereof as provided in the Credit Agreement. The Bank is hereby authorized by Borrower to record on the schedule attached to this Note, or on its books and records, the date, amount and type of each Advance, the applicable interest rate (including any changes therein), the amount of each payment of principal thereon and the other information provided for on such schedule, which schedule or books and records, as the case may be, constitute presumptive evidence of the information so recorded, provided, however, that any failure by the Bank to record any such information shall not relieve Borrower of its obligation to repay the outstanding principal amount of all Advances made by the Bank, all accrued interest thereon, and any amount payable with respect thereto in accordance with the terms of this Note and the Credit Agreement. This Note is in substitution and exchange for the Master Demand Business Loan Note dated October 8, 1998 in the original principal amount of $2,000,000 (the "Old Note") and shall not in any circumstances be deemed a novation or to have paid, terminated, extinguished or discharged the undersigned's indebtedness evidenced by the Old Note, all of which indebtedness shall continue under and be evidenced and governed by this Note. The Old Note is amended and restated in its entirety by this Note. Any reference in any other document or instrument (including but not limited to the Loan Agreement) to the Old Note shall constitute a reference to this Note This Note is subject to, and evidences the Advances made by Bank under, the Credit Agreement, to which reference is made for a statement of the circumstances and terms under which this Note is subject to prepayment and under which its due date may be accelerated and other terms applicable to this Note. Capitalized terms used but not defined in this Note have the same meanings as in the Credit Agreement. Borrower and each endorser or guarantor hereof waive demand, presentment, protest, diligence, notice of dishonor and any other formality in connection with this Note. Borrower agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting this Note, including reasonable attorneys' fees and expenses. UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan Corporation By: Alan X. Xxx ------------------------------------ Alan X. Xxx Vice President Finance and Treasurer 10 EXHIBIT A STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement ") is made as of December , 1998, by Universal Standard Healthcare of Delaware, Inc., formerly known as Universal Standard Managed Care, Inc., a Delaware corporation ("Pledgor"), Universal Standard Healthcare of Florida, Inc., a Florida corporation, ("Florida Managed Care" or "Issuer"); in favor of NBD Bank ("Lender").

WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT. THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. NBD AND OBLIGORS EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY OF THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT OF THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE CHARGED. NBD BANK By: /s/ Robexx Timoxxx X. Xxxxxx ------------------------------- Robexx Xxxxxxxx ------------------------------------------------- Timoxxx X. Xxxxxx Xxxxxxxx First Vice President [Signatures continued on following page] [Signature continued from preceding page] UNIVERSAL STANDARD HEALTHCARE, INC. By: /s/ Alan X. Xxx --------------------------------- ------------------------------------------------- Alan X. Xxx Vice President Finance and Treasurer UNIVERSAL STANDARD HEALTHCARE OF MICHIGAN, INC. By: /s/ Alan X. Xxx --------------------------------- ------------------------------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF OHIO, INC. By: /s/ Alan X. Xxx --------------------------------- ------------------------------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF DELAWARE, INC. By: /s/ Alan X. Xxx --------------------------------- ------------------------------------------------- Alan X. Xxx, Xxeasurer A/R CREDIT, INC. By: /s/ Alan X. Xxx --------------------------------- ------------------------------------------------- Alan X. Xxx, Xxeasurer [Signatures continued on following page] [Signature continued from preceding page] T.P.A.UNIVERSAL STANDARD HEALTHCARE OF FLORIDA, INC. By: /s/ Alan X. Xxx --------------------------------- ------------------------------------------------- Alan X. Xxx, Xxeasurer

WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT. THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. NBD AND OBLIGORS EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY OF THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT OF THIS WAIVER OF JURY TRIAL TRIAL, UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE CHARGED. NBD BANK By: /s/ /S/ Robexx X. Xxxxxx ------------------------------- ------------------------ Robexx X. Xxxxxx First Vice President UNIVERSAL STANDARD HEALTHCARE, INC. By: /S/ Alan X. Xxx ------------------------ Alan X. Xxx Vice President Finance and Treasurer [Signatures continued on following page] [Signature continued from preceding pageSIGNATURES CONTINUED FROM PRECEDING PAGE] UNIVERSAL STANDARD HEALTHCARE, INC. By: /s/ Alan X. Xxx --------------------------------- Alan X. Xxx Vice President Finance and Treasurer UNIVERSAL STANDARD HEALTHCARE OF MICHIGAN, INC. By: /s/ /S/ Alan X. Xxx --------------------------------- -------------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF OHIO, INC. By: /s/ /S/ Alan X. Xxx --------------------------------- -------------------------------- Alan X. Xxx, Xxeasurer UNIVERSAL STANDARD HEALTHCARE OF DELAWARE, INC. By: /s/ /S/ Alan X. Xxx --------------------------------- -------------------------------- Alan X. Xxx, Xxeasurer A/R CREDIT, INC. By: /s/ /S/ Alan X. Xxx --------------------------------- -------------------------------- Alan X. Xxx, Xxeasurer [Signatures continued on following page] [Signature continued from preceding page] T.P.A., INC. By: /s/ /S/ Alan X. Xxx --------------------------------- -------------------------------- Alan X. Xxx, Xxeasurer