The Ohio Physical Therapy Network, Inc. ("Network”) is committed to conducting its business in a manner that complies with the law. Through the efforts of its dedicated employees and it's Independent Member Clinics ("Members"), the Network can meet the challenges of contracting for, and overseeing, the provision of quality rehabilitation services in full compliance with the law.

Although each individual is charged with the responsibility of conducting his or her work with integrity and in compliance with all applicable laws, the Network is committed to maintaining a working environment that promotes these ideals. Accordingly, the Board has determined that the Network should implement a formal Corporate Compliance Program concerning the Network's operations.

The Board of Director's action in directing and approving such action is not based on any concern that the Network's present operational and management systems are inadequate, rather, the Board's decision is based on two factors. First, the development and implementation of a formal Corporate Compliance Program is part of the Network's continuing effort to improve quality and performance. Second, various governmental agencies responsible for enforcement of Medicare and Medicaid laws and regulations have strongly encouraged all HealthCare providers put such programs in place.

The Board of Directors acknowledges that the Network provides its services through its employees and through its independent therapy providers. Some duties under this compliance plan apply to the Network and its employees and others apply to the Network's Members. The Network's Member compliance provisions relate primarily to those general undertakings entered into by Members through their Provider Participation Agreements, namely: quality of therapy services, patient satisfaction, peer review, required documentation, licensing, continuing education, adequacy of facilities and personnel, and confidentiality. This plan is not intended to apply to the internal operations of the Members. The Members are encouraged to develop their own internal compliance program to help it comply with the duties set forth below. The Compliance Program makes it clear which items apply to the Network and/or its employees, which apply to Members and which apply to both.

WHEREFORE, be it resolved on this date

1. The Board of Directors is directed to dedicate adequate resources toward development of an effective Corporate Compliance Program.

2. The Corporate Compliance Program will meet or exceed the elements of an effective compliance program and will:

A. Establish compliance standards and procedures for Network employees and Members employees reasonably capable of reducing the prospect of wrongful conduct;

B. Appoint specific, high-level individuals with overall responsibility to oversee compliance;

C. Exercise due care not to delegate substantial discretionary authority to individuals with a propensity to engage in unlawful activities;

D. Take reasonable steps to communicate effectively the compliance standards and procedures to all Network employees and Members;

E. Take reasonable steps to achieve compliance by utilizing monitoring and auditing systems;

F. Establish a reporting system so that Network employees and Members can report perceived wrongful conduct by others within the organization without fear of retribution;

G. Consistently enforce its standards through appropriate disciplinary mechanisms, including, discipline of individuals for failure to detect non- compliance; and

F. Respond appropriately to compliance violations.

The Board of Directors recognizes that the development and implementation of such a program is an ongoing and challenging undertaking. The executive director is directed to proceed in phases, but the executive director should make steady progress toward the creation and implementation of specific standards and systems. The executive director shall provide periodic progress reports to the Board of Directors.

No set of policies and procedures can be crafted to cover every potential situation that Network employees and Members might face in day-to-day conduct of the Networks operations. The policies set forth in this plan are written in broad terms and are intended to serve as guidelines for situations that Network employees and Members may encounter. Nonetheless, situations may arise that are not addressed by this plan or which raise questions as to the appropriate application of legal or regulatory requirements or Network policies to proposed conduct.

Network employees and Members are encouraged to ask any questions that they may have and, in fact, have a duty to keep asking questions until they are satisfactorily answered. A Network employee or Member may ask questions of his or her supervisor or to the Network’s Board of Directors.

Network employees and Members may not engage in conduct that violates applicable legal requirements or Network policies even if instructed to do so by their superiors, and will be deemed in violation of Network policy and subject to discipline if they do so. If a Network employee or Member ever questions whether a superior’s orders violate applicable laws or policies, the Ethics and Compliance Officer should be contacted immediately. Network employees and Members who have a question whether certain conduct might violate legal requirements or the Network’s policies should refrain from taking any questionable action and promptly consult with their supervisor.

Network employees and Members are not expected to have expert knowledge of all various legal and regulatory requirements that may apply to their activities. However, they should be sensitive to legal and ethical issues and the application of the Network’s policies to their conduct and to know enough to ask questions before engaging in any questionable conduct. When in doubt, the right course is to raise questions with appropriate senior personnel before taking any questionable action.