10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarter Ended

September 30, 2006

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-14106

DAVITA INC.

601 Hawaii Street

El Segundo, California 90245

Telephone number (310) 536-2400

Delaware	51-0354549
(State of incorporation)	(I.R.S. Employer Identification No.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x                            Accelerated filer  ¨                            Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of October 31, 2006, the number of shares of the Registrant’s common stock outstanding was approximately 104.0 million shares and the aggregate market value of the common stock outstanding held by non-affiliates based upon the closing price of these shares on the New York Stock Exchange was approximately $5.8 billion.

DAVITA INC.

INDEX

		Page No.
	PART I.    FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements:
	Consolidated Statements of Income for the three and nine months ended September 30, 2006 and September 30, 2005	1
	Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005	2
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and September 30, 2005	3
	Consolidated Statement of Shareholders’ Equity and Comprehensive Income for the nine months ended September 30, 2006 and for the year ended December 31, 2005	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
	PART II.    OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	40
Signature		41

Note: Items 3, 4 and 5 of Part II are omitted because they are not applicable.

i

DAVITA INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(dollars in thousands, except per share data)

	Three months ended September 30,						Nine months ended September 30,
	2006			2005			2006			2005
Net operating revenues	$	1,237,041		$	644,892		$	3,608,045		$	1,840,603
Operating expenses and charges:
Patient care costs		857,049			435,212			2,517,795			1,235,952
General and administrative		113,447			60,820			329,059			174,939
Depreciation and amortization		44,478			25,410			128,086			74,188
Provision for uncollectible accounts		31,985			11,462			93,295			32,751
Minority interests and equity income, net		10,956			6,690			26,857			16,184
Valuation gain on Product Supply Agreement		(37,968	)		—			(37,968	)		—
Total operating expenses and charges		1,019,947			539,594			3,057,124			1,534,014
Operating income		217,094			105,298			550,921			306,589
Debt expense		(67,904	)		(24,284	)		(206,799	)		(66,700	)
Swap valuation (loss) gain					(1,718	)					4,543
Refinancing charges											(6,872	)
Other income		3,271			2,059			10,118			5,741
Income from continuing operations before income taxes		152,461			81,355			354,240			243,301
Income tax expense		59,370			30,441			139,040			92,290
Income from continuing operations		93,091			50,914			215,200			151,011
Discontinued operations
Income from operations of discontinued operations, net of tax					4,303						13,483
Gain on disposal of discontinued operations, net of tax		1,765						362
Net income	$	94,856		$	55,217		$	215,562		$	164,494
Earnings per share:
Basic earnings per share from continuing operations	$	0.90		$	0.50		$	2.08		$	1.50
Basic earnings per share	$	0.91		$	0.55		$	2.09		$	1.64
Diluted earnings per share from continuing operations	$	0.88		$	0.49		$	2.04		$	1.45
Diluted earnings per share	$	0.90		$	0.53		$	2.04		$	1.58
Weighted average shares for earnings per share:
Basic		103,784,510			101,307,461			103,295,407			100,399,902
Diluted		105,923,976			104,371,789			105,643,406			103,803,975

See notes to condensed consolidated financial statements.

1

DAVITA INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(dollars in thousands, except per share data)

	September 30, 2006			December 31, 2005
ASSETS
Cash and cash equivalents	$	260,278		$	431,811
Accounts receivable, less allowance of $161,361 and $138,598		902,745			853,560
Inventories		99,336			69,130
Other receivables		129,795			116,620
Other current assets		22,232			38,463
Deferred income taxes		198,372			144,824
Total current assets		1,612,758			1,654,408
Property and equipment, net		813,055			750,078
Amortizable intangibles, net		214,494			235,944
Investments in third-party dialysis businesses		2,179			3,181
Other long-term assets		44,289			41,768
Goodwill		3,657,355			3,594,383
	$	6,344,130		$	6,279,762
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	227,650		$	212,049
Other liabilities		448,021			381,964
Accrued compensation and benefits		302,011			231,994
Current portion of long-term debt		6,640			71,767
Income taxes payable		26,035			91,959
Total current liabilities		1,010,357			989,733
Long-term debt		3,818,111			4,085,435
Other long-term liabilities		27,650			26,416
Alliance and product supply agreement and other, net		108,270			163,431
Deferred income taxes		121,208			75,499
Minority interests		111,722			88,639
Commitments and contingencies
Shareholders’ equity:
Preferred stock ($0.001 par value, 5,000,000 shares authorized; none issued)
Common stock ($0.001 par value, 195,000,000 shares authorized; 134,862,283 shares issued)		135			135
Additional paid-in capital		615,939			569,751
Retained earnings		1,055,492			839,930
Treasury stock, at cost (30,909,676 and 32,927,026 shares)		(538,845	)		(574,013	)
Accumulated other comprehensive income		14,091			14,806
Total shareholders’ equity		1,146,812			850,609
	$	6,344,130		$	6,279,762

See notes to condensed consolidated financial statements.

2

DAVITA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)

	Nine months ended September 30,
	2006			2005
Cash flows from operating activities:
Net income	$	215,562		$	164,494
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		128,086			77,080
Valuation gain on Product Supply Agreement		(37,968	)		—
Stock-based compensation expense		18,896			2,601
Tax benefits from stock option exercises		29,261			34,420
Excess tax benefits from stock-based compensation		(27,146	)		—
Deferred income taxes		1,249			(8,950	)
Minority interests in income of consolidated subsidiaries		28,812			18,225
Distributions to minority interests		(25,552	)		(12,261	)
Equity investment income		(1,955	)		(822	)
Loss (gain) on disposal of discontinued operation and other dispositions		508			(2,213	)
Non-cash debt and other expenses		13,562			2,397
Refinancing charges		—			6,872
Swap valuation gain		—			(4,543	)
Changes in operating assets and liabilities, other than from acquisitions and divestitures:
Accounts receivable		(46,135	)		(31,284	)
Inventories		(29,118	)		(2,670	)
Other receivables and other current assets		(18,155	)		(12,699	)
Other long-term assets		(5,329	)		(2,134	)
Accounts payable		16,557			2,753
Accrued compensation and benefits		67,889			27,366
Other current liabilities		63,643			27,279
Income taxes		(65,924	)		19,670
Other long-term liabilities		2,720			(3,371	)
Net cash provided by operating activities		329,463			302,210
Cash flows from investing activities:
Additions of property and equipment, net		(181,425	)		(97,529	)
Acquisitions and purchases of other ownership interests		(75,580	)		(132,440	)
Proceeds from divestitures and asset sales		21,348			2,327
Investments in and advances to affiliates, net		14,605			14,294
Intangible assets		(5,749	)		(779	)
Net cash used in investing activities		(226,801	)		(214,127	)
Cash flows from financing activities:
Borrowings		4,493,339			1,742,433
Payments on long-term debt		(4,826,163	)		(1,753,351	)
Deferred financing costs		296			(30,561	)
Excess tax benefits from stock-based compensation		27,146			—
Stock option exercises and other share issuances, net		31,187			38,613
Net cash used in financing activities		(274,195	)		(2,866	)
Net (decrease) increase in cash and cash equivalents		(171,533	)		85,217
Cash and cash equivalents at beginning of period		431,811			251,979
Cash and cash equivalents at end of period	$	260,278		$	337,196

See notes to condensed consolidated financial statements.

3

DAVITA INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

AND

COMPREHENSIVE INCOME

(unaudited)

(dollars and shares in thousands)

	Common stock			Additional paid-in capital			Retained earnings		Treasury stock					Accumulated comprehensive income			Total
	Shares	Amount							Shares		Amount
Balance at December 31, 2004	134,862	$	135	$	542,714		$	611,287	(36,295	)	$	(632,732	)	$	1,730		$	523,134
Comprehensive income:
Net income								228,643										228,643
Unrealized gain on interest rate swaps, net of tax															16,821			16,821
Less reclassification of net swap valuation gains into net income, net of tax															(3,745	)		(3,745	)
Total comprehensive income																		241,719
Stock purchase shares issued					657				64			1,118						1,775
Stock unit shares issued					(492	)			28			492
Stock options exercised					(14,965	)			3,276			57,109						42,144
Stock-based compensation expense					3,353													3,353
Tax benefits from stock awards exercised					38,484													38,484
Balance at December 31, 2005	134,862		135		569,751			839,930	(32,927	)		(574,013	)		14,806			850,609
Comprehensive income:
Net income								215,562										215,562
Net unrealized loss on interest rate swaps, net of tax															(715	)		(715	)
Total comprehensive income																		214,847
Stock purchase shares issued					1,861				80			1,402						3,263
Stock unit shares issued					(1,040	)			113			1,970						930
Stock options exercised					(2,790	)			1,824			31,796						29,006
Stock-based compensation expense					18,896													18,896
Tax benefits from stock awards exercised					29,261													29,261
Balance at September 30, 2006	134,862	$	135	$	615,939		$	1,055,492	(30,910	)	$	(538,845	)	$	14,091		$	1,146,812

See notes to condensed consolidated financial statements.

4

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(dollars in thousands, except per share data)

Unless otherwise indicated in this Quarterly Report on Form 10-Q “the Company”, “we”, “us”, “our” and similar terms refer to DaVita Inc. and its consolidated subsidiaries.

1. Condensed consolidated interim financial statements

The condensed consolidated interim financial statements included in this report are prepared by the Company without audit. In the opinion of management, all adjustments consisting only of normal recurring items necessary for a fair presentation of the results of operations are reflected in these consolidated interim financial statements. All significant intercompany accounts and transactions have been eliminated. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The most significant estimates and assumptions underlying these financial statements and accompanying notes generally involve revenue recognition and provisions for uncollectible accounts, impairments and valuation adjustments, accounting for income taxes, variable compensation accruals, purchase accounting valuation estimates and stock-based compensation. The results of operations for the three and nine months ended September 30, 2006 are not necessarily indicative of the operating results for the full year. The consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. The operating results for prior periods have been adjusted to retroactively reflect the operating results of the historical DaVita divested centers and a terminated management services agreement as discontinued operations. Prior year balances and amounts have been classified to conform to the current year presentation.

2. Earnings per share

Basic net income per share is calculated by dividing net income by the weighted average number of common shares and vested stock units outstanding. Diluted net income per share includes the dilutive effect of outstanding stock options, stock appreciation rights and unvested stock units (under the treasury stock method).

5

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

The reconciliations of the numerators and denominators used to calculate basic and diluted net income per share are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2006		2005		2006		2005
	(shares in thousands)
Basic:
Income from continuing operations	$	93,091	$	50,914	$	215,200	$	151,011
Income from discontinued operations, net of tax		—		4,303		—		13,483
Gain on disposal of discontinued operations, net of tax		1,765		—		362		—
Net income	$	94,856	$	55,217	$	215,562	$	164,494
Weighted average shares outstanding during the period		103,734		101,258		103,244		100,351
Vested stock units		51		49		51		49
Weighted average shares for basic earnings per share calculations		103,785		101,307		103,295		100,400
Basic earnings per share from continuing operations	$	0.90	$	0.50	$	2.08	$	1.50
Income from discontinued operations		—		0.05		—		0.14
Gain on disposal of discontinued operations		0.01		—		0.01		—
Basic earnings per share	$	0.91	$	0.55	$	2.09	$	1.64
Diluted:
Income from continuing operations	$	93,091	$	50,914	$	215,200	$	151,011
Income from discontinued operations, net of tax		—		4,303		—		13,483
Gain on disposal of discontinued operations, net of tax		1,765		—		362		—
Net income for diluted earnings per share calculation	$	94,856	$	55,217	$	215,562	$	164,494
Weighted average shares outstanding during the period		103,734		101,258		103,244		100,351
Vested stock units		51		49		51		49
Assumed incremental shares from stock plans		2,139		3,065		2,348		3,404
Weighted average shares for diluted earnings per share calculation		105,924		104,372		105,643		103,804
Diluted earnings per share from continuing operations	$	0.88	$	0.49	$	2.04	$	1.45
Income from discontinued operations		—		0.04		—		0.13
Gain on disposal of discontinued operations		0.02		—		—		—
Diluted earnings per share	$	0.90	$	0.53	$	2.04	$	1.58

Shares associated with stock options and stock appreciation rights that have exercise or base prices greater than the average market price of shares outstanding during the period were not included in the computation of diluted earnings per share because they were anti-dilutive. These excluded shares were as follows:

	Three months ended September 30,				Nine months ended September 30,
	2006		2005		2006		2005
Stock award shares not included in computation (shares in 000’s)		365		62		352		1,658
Exercise price range of shares not included in computation:
Low	$	54.57	$	46.18	$	54.67	$	43.86
High	$	60.21	$	47.75	$	60.21	$	47.75

6

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

3. Stock-based compensation

Effective January 1, 2006, the Company implemented Statement of Financial Accounting Standards No. 123(R) Share-Based Payment, which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors, including stock options, stock units, stock appreciation rights and employee stock purchases. Under this standard, the Company’s stock-based compensation awards are measured at estimated grant-date fair value and recognized as compensation expense over their requisite service periods. FAS 123(R) supersedes the Company’s previous accounting under Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to Employees, under which the Company did not recognize compensation expense for most stock options. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 relating to the application of FAS 123(R), and the Company has applied the provisions of SAB 107 in its adoption of FAS 123(R).

The Company implemented FAS 123(R) using the modified prospective transition method. In accordance with this method, our condensed consolidated financial statements for periods prior to the first quarter of 2006 have not been restated to reflect this change. The standard also requires that tax benefits realized from stock award exercise gains in excess of stock-based compensation expense recognized for financial statement purposes be reported as cash flows from financing activities rather than as operating cash flows. The Company also elected to use the method available under FASB Staff Position FSP No. 123(R)-3 Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards, which provides an alternative method for calculating historical excess tax benefits from the method described in FAS 123(R) for stock-based compensation awards.

Under FAS 123(R), stock-based compensation recognized during a period is based on the estimated grant-date fair value of the portion of the stock-based award vesting during that period, adjusted for expected forfeitures. Stock-based compensation recognized in the Company’s condensed consolidated financial statements for the nine months ended September 30, 2006 includes compensation cost for stock-based awards granted prior to, but not fully vested as of, December 31, 2005 and stock-based awards granted in the first nine months of 2006. The Company previously recognized the effect of stock unit forfeitures as they occurred, and the effect of transitioning to recognition of expense based on expected forfeitures was insignificant. Shares issued upon exercise of stock awards are generally issued from shares in treasury.

Stock-based compensation plans and arrangements

The Company’s stock-based compensation plans and arrangements are described below.

2002 Plan. The DaVita Inc. 2002 Equity Compensation Plan (the 2002 Plan) provides for grants of stock-based awards to employees, directors and other individuals providing services to the Company, except that incentive stock options may only be awarded to employees. The plan mandates a maximum award term of five years, and stipulates that stock options and stock appreciation rights be granted with prices not less than the fair market value on the date of grant. The plan further requires that full share awards such as restricted stock units reduce shares available under the plan at a rate of 2.75:1. The Company’s nonqualified stock options and nonqualified stock units awarded under this plan generally vest over 48 to 60 months from the date of grant. On July 1, 2006, the Company granted 2,214,500 stock-settled stock appreciation rights to employees under this plan, which generally vest over 24 to 52 months from the date of grant. At September 30, 2006, there were 7,466,550 stock options and stock appreciation rights and 380,819 stock units outstanding and 8,185,475 shares available for future grants under this plan.

7

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

1999 Plan. The 1999 Non-Executive Officer and Non-Director Equity Compensation Plan provides for grants of stock options to employees and other individuals providing services, other than executive officers and members of the Board of Directors. The Company awards nonqualified stock options under this plan which are generally issued with exercise prices equal to the market price of the stock on the date of grant, vest over 48 to 52 months from the date of grant and bear maximum award terms of five years. At September 30, 2006, there were 1,405,352 stock options outstanding and 235,454 shares available for future grants under this plan.

Predecessor plans. Upon shareholder approval of the 2002 Plan on April 11, 2002, the following predecessor plans were terminated, except with respect to options then outstanding: the 1994 Equity Compensation Plan, the 1995 Equity Compensation Plan, the 1997 Equity Compensation Plan, and the 1999 Equity Compensation Plan. Shares available for future grants under these predecessor plans were transferred to the 2002 Plan upon its approval, and cancelled predecessor plan awards become available for new awards under the 2002 Plan. Stock options granted under these terminated plans were generally issued with exercise prices equal to the market price of the stock on the date of grant, vested over four years from the date of grant, and bore maximum award terms of five to 10 years. The RTC Plan, a special purpose option plan related to the merger between the Company and Renal Treatment Centers, Inc. in 1998, was terminated in 1999. At September 30, 2006, there were 982,951 stock options outstanding under these terminated plans.

Deferred stock unit agreements. During 2001 through 2003, the Company made nonqualified stock unit awards to members of the Board of Directors and certain key executive officers under stand-alone deferred stock unit agreements. These awards vest over one to four years and are settled in stock when they vest or at a later date at the election of the recipient. At September 30, 2006, there were 96,278 stock units outstanding under these agreements.

A combined summary of the status of awards under these stock-based compensation plans and agreements is as follows:

	Nine months ended September 30, 2006
	Stock options and stock appreciation rights						Stock units
	Awards			Weighted average exercise price		Weighted average remaining contractual life	Awards			Weighted average remaining contractual life
Outstanding at beginning of year		9,269,781		$	26.73			474,956
Granted		2,913,500		$	50.71			162,948
Exercised		(1,823,885	)	$	15.90			(112,239	)
Forfeited		(504,543	)	$	36.24			(48,568	)
Outstanding at end of period		9,854,853		$	35.33	3.4		477,097		3.3
Awards exercisable at end of period		3,142,383		$	17.84	2.2		50,779		2.0
Weighted-average fair value of awards granted during the period	$	13.13					$	51.46

8

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Range of exercise prices	Awards outstanding	Weighted average exercise price		Awards exercisable	Weighted average exercise price
$ 0.00–$ 0.00	477,097	$	—	50,779	$	—
$ 0.01–$10.00	812,569		4.35	812,569		4.35
$10.01–$20.00	1,755,332		14.26	1,289,950		14.39
$20.01–$30.00	721,894		27.89	273,270		27.60
$30.01–$40.00	1,200,933		30.97	544,010		30.67
$40.01–$50.00	4,266,475		47.81	222,584		43.79
$50.01–$60.00	1,080,650		53.02	—		—
$60.01–$70.00	17,000		60.21	—		—
Total	10,331,950	$	33.70	3,193,162	$	17.56

For the nine months ended September 30, 2006, the aggregate intrinsic value of stock awards exercised was $80,300. At September 30, 2006, the aggregate intrinsic value of stock awards outstanding was $249,800 and the aggregate intrinsic value exercisable was $128,700. For the nine months ended September 30, 2005, the aggregate intrinsic value of stock awards exercised was $93,300.

Estimated fair value of stock-based compensation awards

The Company has estimated the grant-date fair value of stock option and stock-settled stock appreciation rights awards using the Black-Scholes-Merton valuation model and stock unit awards at intrinsic value on the date of grant. The following assumptions were used in estimating these values and determining the total stock-based compensation attributable to the current period:

Expected term of the awards: The expected term of awards granted represents the period of time that they are expected to remain outstanding from the date of grant. The Company determines the expected term of its stock awards based on its historical experience with similar awards, considering the Company’s historical exercise and post-vesting termination patterns, and the terms expected by peer companies in near industries.

Expected volatility: Expected volatility represents the volatility anticipated over the expected term of the award. The Company determines the expected volatility for its awards based on the volatility of the price of its common stock over the most recent retrospective period commensurate with the expected term of the award, considering the volatility expectations implied by the market price of its exchange-traded options and the volatilities expected by peer companies in near industries.

Expected dividend yield: The Company has not paid dividends on its common stock and has no current plans to pay dividends in the future.

Risk-free interest rate: The Company bases the expected risk-free interest rate on the implied yield currently available on stripped interest coupons of U.S. Treasury issues with a remaining term equivalent to the expected term of the award.

9

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

A summary of the weighted average valuation inputs described above used for estimating the grant-date fair value of stock options and stock appreciation rights granted in the periods indicated is as follows:

	Nine months ended September 30,
	2006	2005
		pro-forma
Expected term	3.4 years	3.1 years
Expected volatility	25.0%	27.2%
Expected dividend yield	0.0%	0.0%
Risk-free interest rate	5.0%	4.0%

The Company estimates expected forfeitures based upon historical experience with separate groups of employees that have exhibited similar forfeiture behavior. Stock-based compensation expense is recorded only for awards that are expected to vest.

For the nine months ended September 30, 2006, the Company recognized $18,896 in stock-based compensation expense for stock options, stock appreciation rights, stock units and employee stock purchases, which is primarily included in general and administrative expenses in continuing operations. The estimated tax benefit recorded for this stock-based compensation was $6,915. As of September 30, 2006, there was $67,800 of total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements under the Company’s equity compensation and stock purchase plans. The Company expects to recognize this cost over a weighted average remaining period of 1.7 years.

During the nine months ended September 30, 2006, the Company received $29,006 in cash proceeds from stock option exercises and $29,261 in total actual tax benefits upon the exercise of stock awards.

Pro forma year to date comparison under FAS 123(R) and APB 25

The following table presents the impact of the adoption of FAS 123(R) on selected items from the Company’s condensed consolidated financial statements for the nine months ended September 30, 2006:

	Nine months ended September 30, 2006
	As reported under FAS 123(R)			If reported under APB 25
Condensed consolidated statement of income:
Operating income	$	550,921		$	566,682
Income from continuing operations before taxes	$	354,240		$	370,001
Income from continuing operations	$	215,200		$	225,265
Net income	$	215,562		$	225,627
Basic earnings per share from continuing operations	$	2.08		$	2.18
Basic earnings per share	$	2.09		$	2.19
Diluted earnings per share from continuing operations	$	2.04		$	2.13
Diluted earnings per share	$	2.04		$	2.13
Condensed consolidated statement of cash flows:
Net cash provided by operating activities	$	329,463		$	356,609
Net cash used in financing activities	$	(274,195	)	$	(301,341	)

10

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Pro forma prior year-to-date results under FAS 123

The weighted average grant-date fair value of stock awards granted in the three and nine months ended September 30, 2005 was $12.35 and $12.34, respectively. If the Company had adopted the fair value-based compensation expense provisions of Statement of Financial Accounting Standards No. 123 upon the issuance of that standard, net earnings and net earnings per share for the nine months ended September 30, 2005 would have been adjusted to the pro forma amounts indicated below (shares in 000’s):

	Three months ended September 30, 2005			Nine months ended September 30, 2005
Net income:
As reported	$	55,217		$	164,494
Add: Stock-based employee compensation expense included in reported net income, net of tax		458			1,612
Deduct: Total stock-based employee compensation expense under the fair value-based method, net of tax		(2,650	)		(8,847	)
Pro forma net income	$	53,025		$	157,259
Pro forma basic earnings per share:
Pro forma net income for basic earnings per share calculation	$	53,025		$	157,259
Weighted average shares outstanding		101,258			100,351
Vested stock units		49			49
Weighted average shares for basic earnings per share calculation		101,307			100,400
Basic net income per share—Pro forma	$	0.52		$	1.57
Basic net income per share—As reported	$	0.55		$	1.64
Pro forma diluted earnings per share:
Pro forma net income for diluted earnings per share calculation	$	53,025		$	157,259
Weighted average shares outstanding		101,258			100,351
Vested stock units		49			49
Assumed incremental shares from stock plans		2,940			3,241
Weighted average shares for diluted earnings per share calculation		104,247			103,641
Diluted net income per share—Pro forma	$	0.51		$	1.52
Diluted net income per share—As reported	$	0.53		$	1.58

Employee stock purchase plan. The Employee Stock Purchase Plan entitles qualifying employees to purchase up to $25 of the Company’s common stock during each calendar year. The amounts used to purchase stock are accumulated through payroll withholdings or through optional lump sum payments made in advance of the first day of the purchase right period. This compensatory plan allows employees to purchase stock for the lesser of 100% of the fair market value on the first day of the purchase right period or 85% of the fair market value on the last day of the purchase right period. Purchase right periods begin on January 1 and July 1, and end on December 31. Payroll withholdings and lump-sum payments related to the plan, included in accrued compensation and benefits, were $4,868 and $3,263 at September 30, 2006 and December 31, 2005, respectively. During the nine months ended September 30, 2006, 80,442 shares were issued to satisfy obligations under the

11

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

plan for purchase right periods in 2005. The fair value of employees’ purchase rights was estimated as of the beginning dates of the purchase right periods using the Black-Scholes-Merton valuation model with the following weighted average assumptions for purchase right periods in 2006 and 2005, respectively: expected volatility of 23% and 27%, risk-free interest rate of 4.9% and 3.2%, and no dividends. Using these assumptions, the weighted average estimated fair value of these purchase rights was $12.36 and $10.64 for 2006 and 2005, respectively.

4. Long-term debt

Long-term debt was comprised of the following:

	September 30, 2006			December 31, 2005
Term loan A	$	279,250		$	341,250
Term loan B		2,180,875			2,443,875
Senior and senior subordinated notes		1,350,000			1,350,000
Capital lease obligations		6,637			7,320
Acquisition obligations and other notes payable		7,989			14,757
		3,824,751			4,157,202
Less current portion		(6,640	)		(71,767	)
	$	3,818,111		$	4,085,435

Scheduled maturities of long-term debt at September 30, 2006 were as follows:

2006	$	1,727
2007		18,056
2008		55,190
2009		63,217
2010		88,030
2011		519,731
Thereafter		3,078,800

During the first nine months of 2006, the Company made principal payments of $62,000 on the term loan A and $263,000 on the term loan B, including principal prepayments of $53,000 and $257,000 respectively. On November 1, 2006, the Company made an additional principal prepayment of $75,000 on the term loan B. Because of the principal prepayments, the Company’s next mandatory principal payments are $12,375 in 2007 for the term loan A and $378,625 in 2011 for the term loan B.

On March 1, 2006, the Company’s interest rate margins on its term loan A and term loan B (collectively, the Credit Facility), were reduced by 0.25% as a result of achieving certain financial ratios as defined in the Credit Facility. The term loan A currently bears interest at LIBOR plus 1.75% and the term loan B currently bears interest at LIBOR plus 2.00%. The margins are subject to adjustment depending upon changes in certain financial ratios of the Company and can range from 1.50% to 2.25% for the revolving credit facility and term loan A, and 2.00% to 2.25% for the term loan B.

The Company’s senior and senior subordinated notes consist of $500,000 of 6 ⁵/8% senior notes due 2013 and $850,000 of 7 ¹/4% senior subordinated notes due 2015. The notes are guaranteed by substantially all of the Company’s direct and indirect wholly-owned subsidiaries and require semi-annual interest payments. The

12

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Company may redeem some or all of the senior notes at any time on or after March 15, 2009 and some or all of the senior subordinated notes at any time on or after March 15, 2010.

As of September 30, 2006, the Company maintained a total of nine interest rate swap agreements, with notional amounts totaling $1,472,000. These agreements had the economic effect of modifying the LIBOR-based variable interest rate on the Company’s debt to fixed rates ranging from 3.08% to 4.27%, resulting in a weighted average effective interest rate of 5.88% on the hedged portion of the Credit Facility, including the term loan B margin of 2.00%. The swap agreements require quarterly interest payments, bear amortizing notional amounts, and expire in 2008 through 2010. During the first nine months of 2006, the Company accrued net cash benefits of $11,249 from these swaps which is included in debt expense. As of September 30, 2006, the total fair value of these swaps was an asset of $32,816 and is principally included in other long-term assets.

Total comprehensive income for the three and nine months ended September 30, 2006 was $84,513 and $214,847, respectively, including other comprehensive income valuation losses on swaps of $10,343 and $715, respectively, net of tax.

Total comprehensive income for the three and nine months ended September 30, 2005 was $67,549 and $173,765, respectively, including other comprehensive income valuation gains on swaps of $12,332 and $9,271, respectively, net of tax.

As of September 30, 2006, the interest rates were economically fixed on approximately 60% of the Company’s variable rate debt and approximately 74% of its total debt.

As a result of the swap agreements, the overall effective weighted average interest rate on the Credit Facility was 6.55%, based upon the current margins in effect ranging from 1.75% to 2.00%, as of September 30, 2006.

The Company’s overall average effective interest rate excluding amortization of deferred financing costs during the third quarter of 2006 was 6.75% and as of September 30, 2006 was 6.72%.

The Company has undrawn revolving credit facilities totaling $253,000 of which approximately $49,000 was committed for outstanding letters of credit.

5. Contingencies

The majority of the Company’s revenues are from government programs and may be subject to adjustment as a result of: (1) examination by government agencies or contractors, for which the resolution of any matters raised may take extended periods of time to finalize; (2) differing interpretations of government regulations by different fiscal intermediaries or regulatory authorities; (3) differing opinions regarding a patient’s medical diagnosis or the medical necessity of services provided; and (4) retroactive applications or interpretations of governmental requirements. In addition, the Company’s revenues from commercial payors may be subject to adjustment as a result of potential claims for refunds from commercial payors, as a result of government actions or as a result of other claims by commercial payors.

United States Attorney inquiries

On March 4, 2005, the Company received a subpoena from the United States Attorney’s Office, or U.S. Attorney’s Office, for the Eastern District of Missouri in St. Louis. The subpoena requires production of a wide range of documents relating to the Company’s operations, including documents related to, among other things, pharmaceutical and other services provided to patients, relationships with pharmaceutical companies, and

13

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

financial relationships with physicians and joint ventures. The subpoena covers the period from December 1, 1996 through the present. The subpoena significantly overlaps with the subject matter of the investigation being conducted by the United States Attorney’s Office for the Eastern District of Pennsylvania discussed below. In October 2005, the Company received a follow-up request for additional documents related to specific medical director and joint venture arrangements. In February 2006, the Company received an additional subpoena for documents, including certain patient records relating to the administration and billing of Epogen (EPO). The Company is producing documents and providing information to the government. The Company is also cooperating, and intends to continue to cooperate, with the government’s investigation, including by participating in discussions and meetings with the government. The subpoenas have been issued in connection with a joint civil and criminal investigation. It is possible that criminal proceedings may be initiated against the Company in connection with this inquiry. Any negative findings could result in substantial financial penalties against the Company, exclusion from future participation in the Medicare and Medicaid programs and criminal penalties. To the Company’s knowledge, no proceedings have been initiated against it at this time. Although the Company cannot predict whether or when proceedings might be initiated or when these matters may be resolved, it is not unusual for investigations such as this to continue for a considerable period of time. Responding to the subpoenas will continue to require management’s attention and significant legal expense.

On October 25, 2004, the Company received a subpoena from the U.S. Attorney’s Office for the Eastern District of New York in Brooklyn. The subpoena covers the period from 1996 to present and requires the production of a wide range of documents relating to the Company’s operations, including DaVita Laboratory Services. The subpoena also includes specific requests for documents relating to testing for parathyroid hormone levels (PTH), and to products relating to vitamin D therapies. The subpoena has been issued in connection with a joint civil and criminal investigation. It is possible that criminal proceedings may be initiated against the Company in connection with this inquiry. Any negative findings could result in substantial financial penalties against the Company and DVA Renal Healthcare, exclusion from future participation in the Medicare and Medicaid programs and criminal penalties. Other participants in the dialysis industry received a similar subpoena, including Fresenius Medical Group, Renal Care Group and DVA Renal Healthcare, which was acquired by the Company in October of 2005. To the Company’s knowledge, no proceedings have been initiated against the Company or DVA Renal Healthcare at this time. Although the Company cannot predict whether or when proceedings might be initiated or when these matters may be resolved, it is not unusual for investigations such as these to continue for a considerable period of time. Responding to the subpoena will continue to require management’s attention and significant legal expense.

In February 2001, the Civil Division of the U.S. Attorney’s Office for the Eastern District of Pennsylvania in Philadelphia contacted the Company and requested its cooperation in a review of some of its historical practices, including billing and other operating procedures and the Company’s financial relationships with physicians. The Company cooperated in this review and provided the requested records to the U.S. Attorney’s Office. In May 2002, the Company received a subpoena from the U.S. Attorney’s Office and the Philadelphia Office of the Office of Inspector General of the Department of Health and Human Services (OIG). The subpoena requires an update to the information the Company provided in its response to the February 2001 request, and also seeks a wide range of documents relating to pharmaceutical and other ancillary services provided to patients, including laboratory and other diagnostic testing services, as well as documents relating to the Company’s financial relationships with physicians and pharmaceutical companies. The subpoena covers the period from May 1996 to May 2002. The Company has provided the documents requested and continues to cooperate with the United States Attorney’s Office and the OIG in its investigation. If this review proceeds, the government could expand its areas of concern. To the Company’s knowledge, no proceedings have been initiated against it at this time. Although the Company cannot predict whether or when proceedings might be initiated or when these

14

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

matters may be resolved, it is not unusual for investigations such as this to continue for a considerable period of time. Any negative findings could result in substantial financial penalties against the Company and exclusion from future participation in the Medicare and Medicaid programs.

Other

The Company has received several notices of claims from commercial payors and other third parties related to the historical billing practices of the Company and claims against DVA Renal Healthcare related to historical DVA Renal Healthcare billing practices and other matters covered by their settlement agreement with the Department of Justice. While no litigation has been filed with respect to these claims to date, litigation against the Company has been threatened. The Company intends to defend against these claims vigorously; however, the Company may not be successful and these claims may lead to litigation and any such litigation may be resolved unfavorably. Although the ultimate outcome of these claims cannot be predicted at this time, an adverse result in excess of the Company’s established reserves, with respect to one or more of these claims could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company has received several informal inquiries from representatives of the New York Attorney General’s Medicaid Fraud Control Unit (MFCU) regarding certain aspects of the EPO and other billing practices taking place at facilities managed by the Company in New York. The Company is cooperating with the MFCU’s informal inquiries and has provided documents and information to the MFCU. To the best of the Company’s knowledge, no proceedings have been initiated against the Company and the MFCU has not indicated an intention to do so, although the Company cannot predict whether it will receive further inquiries or whether or when proceedings might be initiated.

In June 2004, DVA Renal Healthcare was served with a complaint filed in the Superior Court of California by one of its former employees who worked for its California acute services program. The complaint, which is styled as a class action, alleges, among other things, that DVA Renal Healthcare failed to provide overtime wages, defined rest periods and meal periods, or compensation in lieu of such provisions and failed to comply with certain other California labor code requirements. The Company is evaluating the claims and intends to vigorously defend itself in the matter. It also intends to vigorously oppose the certification of this matter as a class action. Although the ultimate outcome of these claims cannot be predicted, the Company does not expect that an unfavorable result, if any, would have a material adverse effect on the Company’s business, financial condition, liquidity or results of operations.

On August 8, 2005, Blue Cross/Blue Shield of Louisiana filed a complaint in the United States District Court for the Western District of Louisiana against Gambro AB, DVA Renal Healthcare and related entities. The plaintiff sought to bring its claims as a class action on behalf of itself and all entities that paid any of the defendants for health care goods and services from on or about January 1991 through at least December 2004. The complaint alleged, among other things, damages resulting from facts and circumstances underlying DVA Renal Healthcare’s December 2004 settlement agreement with the Department of Justice and certain agencies of the United States Government. In March 2006, the case was dismissed and the plaintiff was compelled to seek arbitration to resolve the matter. In August 2006, the plaintiff proceeded with a demand to compel arbitration. At this time, the Company cannot estimate the potential range of damages, if any. The Company is investigating these claims and continues to vigorously defend itself in the matter.

In addition to the foregoing, the Company is subject to claims and suits in the ordinary course of business, including from time to time, contractual disputes and professional and general liability claims. The Company

15

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

believes that the ultimate resolution of any such pending proceedings, whether the underlying claims are covered by insurance or not, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

6. Other commitments

The Company has obligations to purchase the third-party interests in several of its joint ventures. These obligations are in the form of put provisions in joint venture agreements, and are exercisable at the third-party owners’ discretion. If these put provisions are exercised, the Company would be required to purchase the third-party owners’ interests at either the appraised fair market value or a predetermined multiple of cash flow or earnings, which approximates fair value. As of September 30, 2006, the Company’s potential obligations under these put provisions totaled approximately $187,000 of which approximately $108,000 was exercisable within one year. Additionally, the Company has certain other potential commitments to provide operating capital to several minority-owned centers and to third-party centers that the Company operates under administrative service agreements of approximately $15,000.

The Company is obligated under mandatorily redeemable instruments in connection with certain consolidated joint ventures. Future distributions may be required for the minority partners’ interests in limited-life entities which dissolve after terms of ten to fifty years. As of September 30, 2006, such distributions would be valued below the related minority interests balances in the consolidated balance sheet.

7. Acquisitions

During the first nine months of 2006, the Company acquired dialysis businesses consisting of 19 centers, for a total of $73,929 in cash and deferred purchase price obligations. The assets and liabilities for all acquisitions were recorded at their estimated fair market values at the dates of the acquisitions and are included in the Company’s financial statements and operating results from the designated effective date of the acquisitions. The operating results of these acquisitions for the nine months ended September 30, 2006 were not material.

The purchase cost allocations for acquired businesses are recorded at fair values based upon the best information available to management and are finalized when identified pre-acquisition contingencies have been resolved and other information arranged to be obtained has been received.

The total purchase cost allocations were as follows:

	Nine months ended September 30, 2006
Tangible assets	$	5,164
Amortizable intangible assets		6,455
Goodwill		62,310
Total purchase costs	$	73,929

The amortizable intangible assets acquired are amortized using the straight-line method over a weighted-average amortization period of ten years. The goodwill associated with these acquisitions is expected to be deductible for tax purposes over a period of 15 years.

16

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

In October 2005, the Company completed its acquisition of DVA Renal Healthcare (formerly known as Gambro Healthcare, Inc.). The initial allocations of purchase cost were recorded at fair value based upon the best information available to management at the time. The fair values of certain property and equipment and intangible assets and liabilities have been valued by an independent third party. During the third quarter of 2006, the Company completed the final valuations of certain assets, properties and leasehold improvements, settlement liabilities and contingencies that were previously unresolved. The valuation adjustments were not material to the consolidated financial statements and were recorded with a corresponding adjustment to goodwill.

Pro forma information

The following summary, prepared on a pro forma basis, combines the results of operations for the acquisition of DVA Renal Healthcare and the related divestitures (See Note 9) for the first nine months of 2005, as if these transactions were consummated as of the beginning of 2005.

	Nine months ended September 30, 2005
Pro forma net revenues	$	3,241,790
Pro forma income from continuing operations		166,198
Pro forma basic income per share from continuing operations		1.66
Pro forma diluted income per share from continuing operations		1.60

8. Alliance and Product Supply Agreement

On May 29, 2006, the Company notified Gambro Renal Products Inc. (Gambro Renal Products) that the Company was terminating the Alliance and Product Supply Agreement (the Product Supply Agreement) with Gambro AB and Gambro Renal Products. The Product Supply Agreement was entered into on October 5, 2005, in conjunction with the Company’s acquisition of DVA Renal Healthcare and committed the Company to purchase a significant majority of its hemodialysis products supplies and equipment at fixed prices. The Company’s termination notice claimed a material breach by Gambro Renal Products for failure to perform its obligations under the Product Supply Agreement primarily as a result of an import ban issued by the U.S. Food and Drug Administration affecting certain hemodialysis products.

On August 25, 2006, the Company entered into an amended and restated Product Supply Agreement (the Amended Supply Agreement), with Gambro Renal Products and Gambro AB. The Amended Supply Agreement effectively revoked the Company’s notice of termination of the Product Supply Agreement. The Amended Supply Agreement, among other things, relieves the Company of certain obligations, including releasing it from the purchase requirements of certain affected products during the import ban, permits the Company to secure alternate sources of supplies for the products affected by the import ban, reduces the Company’s purchase obligations for certain hemodialysis product supplies and equipment and allows for the termination of the purchase obligations for equipment affected by the import ban if the import ban is not lifted by June 30, 2007.

As a result of the reductions in the amount of purchase obligations that are now required under the Amended Supply Agreement, the Company recorded a net valuation gain of $37,968. This valuation gain represents the difference in the fair value between the Product Supply Agreement and the Amended Supply Agreement, as of the effective date of the amendment.

17

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

9. Discontinued operations

Effective January 1, 2006, the Company completed the sale of three centers to Renal Advantage, Inc. that were pending state regulatory approval. These centers were part of the total number of outpatient dialysis centers that were divested in conjunction with the consent order issued by the Federal Trade Commission in order for the Company to complete the acquisition of DVA Renal Healthcare but were deferred until the Company obtained the required state regulatory approval. The Company received net cash of $17,518 for these three divested centers and recorded a loss of $311, net of tax, during the first quarter of 2006. The loss on disposal of these centers includes an income tax expense totaling $1,272, of which $900 is related to the write off of book goodwill not deductible for tax purposes.

Net assets as of January 1, 2006 of the three divested centers sold were as follows:

Current assets	$	157
Property and equipment, net		1,050
Goodwill		15,382
Liabilities		(32	)
Net assets from discontinued operations	$	16,557

The results of operations of the total historical DaVita outpatient centers that were either divested or held for sale in 2005 are reflected as discontinued operations as follows:

	Three months ended September 30, 2005		Nine months ended September 30, 2005
Net operating revenues	$	31,928	$	95,222
Income before income taxes		7,042		22,069
Income tax		2,739		8,586
Income from discontinued operations	$	4,303	$	13,483

In the second quarter of 2006, the Company recorded a loss of $1,092, net of tax, as an adjustment to the previously reported gain on disposal of discontinued operations.

During the third quarter of 2006, the Company recorded a gain of $1,765 as an additional adjustment to the previously reported gain on disposal of discontinued operations as a result of a tax adjustment.

10. Significant new accounting standards

In June 2006, the Financial Accounting Standards Board issued Interpretation 48 (FIN 48) Accounting for Income Tax Uncertainties, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS Statement No. 109 Accounting for Income Taxes. The Interpretation prescribes a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements. In making this assessment, a company must determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based solely on the technical merits of the position and that the tax position will be examined by appropriate taxing authority that

18

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

would have full knowledge of all relevant information. Once the recognition threshold is met, the tax position is then measured to determine the actual amount of benefit to recognize in the financial statements. In addition, the recognition threshold of more-likely-than-not must continue to be met in each reporting period to support continued recognition of the tax benefit. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the financial reporting period in which that threshold is no longer met. The Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is assessing the expected impact of this Interpretation on its consolidated financial statements.

In September 2006, the U.S. Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108, which provides interpretive guidance on how the effects of prior year misstatements should be considered in quantifying current year financial statement misstatements. The interpretations in SAB No. 108, which expresses the SEC’s staff views, were issued to address the diversity in the practice of quantifying financial statement misstatements and the potential under current practice for a build up of improper amounts on the balance sheet. The SEC staff indicated that companies should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in material misstatement. SAB 108 is effective for fiscal years ending after November 15, 2006. The Company is assessing the expected impact of this SAB on its consolidated financial statements.

11. Condensed consolidating financial statements

The following information is presented in accordance with Rule 3-10 of Regulation S-X. The operating and investing activities of the separate legal entities included in the consolidated financial statements are fully interdependent and integrated. Revenues and operating expenses of the separate legal entities include intercompany charges for management and other services. The senior notes and the senior subordinated notes were issued by the Company and are guaranteed by substantially all of the Company’s direct and indirect wholly-owned subsidiaries. Each of the guarantor subsidiaries has guaranteed the notes on a joint and several, full and unconditional basis. Non-wholly-owned subsidiaries, joint venture partnerships and other third parties are not guarantors of these obligations.

19

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Condensed Consolidating Statements of Income

For the three months ended September 30, 2006	DaVita Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net operating revenues	$	88,592		$	1,073,137		$	168,763		$	(93,451	)	$	1,237,041
Operating expenses		45,868			926,000			130,574			(93,451	)		1,008,991
Minority interests		—			—			—			10,956			10,956
Operating income		42,724			147,137			38,189			(10,956	)		217,094
Debt (expense) income		9,854			(77,731	)		(27	)		—			(67,904	)
Other income		3,271			—			—			—			3,271
Income tax expense		21,933			37,437			—			—			59,370
Discontinued operations, net of tax		—			1,765			—			—			1,765
Equity earnings in subsidiaries		60,940			27,206			—			(88,146	)		—
Net income	$	94,856		$	60,940		$	38,162		$	(99,102	)	$	94,856
For the three months ended September 30, 2005
Net operating revenues	$	50,035		$	530,241		$	119,362		$	(54,746	)	$	644,892
Operating expenses		31,692			465,454			90,504			(54,746	)		532,904
Minority interests		—			—			—			6,690			6,690
Operating income		18,343			64,787			28,858			(6,690	)		105,298
Debt (expense) income and swap losses		(2,525	)		(22,944	)		(533	)		—			(26,002	)
Other income		2,059			—			—			—			2,059
Income tax expense		6,402			23,866			173			—			30,441
Discontinued operations, net of tax		—			2,292			2,011			—			4,303
Equity earnings in subsidiaries		43,742			23,473			—			(67,215	)		—
Net income	$	55,217		$	43,742		$	30,163		$	(73,905	)	$	55,217
For the nine months ended September 30, 2006	DaVita Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Net operating revenues	$	252,963		$	3,153,982		$	469,817		$	(268,717	)	$	3,608,045
Operating expenses		138,341			2,784,676			375,967			(268,717	)		3,030,267
Minority interests		—			—			—			26,857			26,857
Operating income		114,622			369,306			93,850			(26,857	)		550,921
Debt (expense) income		27,877			(233,749	)		(927	)		—			(206,799	)
Other income		10,118			—			—			—			10,118
Income tax expense		59,673			79,321			46			—			139,040
Discontinued operations, net of tax		—			362			—			—			362
Equity earnings in subsidiaries		122,618			66,020			—			(188,638	)		—
Net income	$	215,562		$	122,618		$	92,877		$	(215,495	)	$	215,562
For the nine months ended September 30, 2005
Net operating revenues	$	146,615		$	1,549,789		$	304,627		$	(160,428	)	$	1,840,603
Operating expenses		92,259			1,344,313			241,686			(160,428	)		1,517,830
Minority interests		—			—			—			16,184			16,184
Operating income		54,356			205,476			62,941			(16,184	)		306,589
Debt (expense) income, refinancing charges and swap gains		(3,094	)		(64,224	)		(1,711	)		—			(69,029	)
Other income		5,741			—			—			—			5,741
Income tax expense		21,661			70,090			539			—			92,290
Discontinued operations, net of tax		—			7,515			5,968			—			13,483
Equity earnings in subsidiaries		129,152			50,475			—			(179,627	)		—
Net income	$	164,494		$	129,152		$	66,659		$	(195,811	)	$	164,494

20

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Condensed Consolidating Balance Sheets

As of September 30, 2006	DaVita Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Cash and cash equivalents	$	260,278	$	—	$	—			—		$	260,278
Accounts receivable, net		—		785,782		116,963			—			902,745
Other current assets		12,302		443,871		(6,438	)		—			449,735
Total current assets		272,580		1,229,653		110,525			—			1,612,758
Property and equipment, net		42,267		656,796		113,992			—			813,055
Amortizable intangibles, net		64,897		147,624		1,973			—			214,494
Investments in subsidiaries		3,840,758		385,220		—		$	(4,225,978	)		—
Receivables from subsidiaries		849,848		—		68,705			(918,553	)		—
Other long-term assets and investments		27,642		2,889		15,937			—			46,468
Goodwill		—		3,435,583		221,772			—			3,657,355
Total assets	$	5,097,992	$	5,857,765	$	532,904		$	(5,144,531	)	$	6,344,130
Current liabilities	$	124,796	$	860,094	$	25,467			—		$	1,010,357
Payables to parent and subsidiaries		—		918,553		—		$	(918,553	)		—
Long-term debt and other long-term liabilities		3,826,384		238,360		10,495			—			4,075,239
Minority interests		—		—		—			111,722			111,722
Shareholders’ equity		1,146,812		3,840,758		496,942			(4,337,700	)		1,146,812
Total liabilities and shareholders’ equity	$	5,097,992	$	5,857,765	$	532,904		$	(5,144,531	)	$	6,344,130
As of December 31, 2005
Cash and cash equivalents	$	431,811	$	—	$	—			—		$	431,811
Accounts receivable, net		—		749,288		104,272			—			853,560
Other current assets		5,877		350,035		13,125			—			369,037
Total current assets		437,688		1,099,323		117,397			—			1,654,408
Property and equipment, net		34,319		611,828		103,931			—			750,078
Amortizable intangibles, net		73,407		158,980		3,557			—			235,944
Investments in subsidiaries		3,616,683		333,106		—		$	(3,949,789	)		—
Receivables from subsidiaries		1,038,182		—		8,486			(1,046,668	)		—
Other long-term assets and investments		30,273		4,933		9,743			—			44,949
Goodwill		—		3,399,112		195,271			—			3,594,383
Total assets	$	5,230,552	$	5,607,282	$	438,385		$	(4,996,457	)	$	6,279,762
Current liabilities	$	285,956	$	691,172	$	12,605			—		$	989,733
Payables to parent and subsidiaries		—		1,046,668		—		$	(1,046,668	)		—
Long-term debt and other long-term liabilities		4,093,987		252,759		4,035			—			4,350,781
Minority interests		—		—		—			88,639			88,639
Shareholders’ equity		850,609		3,616,683		421,745			(4,038,428	)		850,609
Total liabilities and shareholders’ equity	$	5,230,552	$	5,607,282	$	438,385		$	(4,996,457	)	$	6,279,762

21

DAVITA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

(unaudited)

(dollars in thousands, except per share data)

Condensed Consolidating Statements of Cash Flows

For the nine months ended September 30, 2006	DaVita Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Cash flows from operating activities Net income	$	215,562		$	122,618		$	92,877		$	(215,495	)	$	215,562
Changes in operating and intercompany assets and liabilities and non cash items included in net income		(112,901	)		136,633			(125,326	)		215,495			113,901
Net cash provided by (used in) operating activities		102,661			259,251			(32,449	)		—			329,463
Cash flows from investing activities Additions of property and equipment, net		(13,024	)		(142,600	)		(25,801	)		—			(181,425	)
Acquisitions and purchases of other ownership interests		—			(75,580	)		—			—			(75,580	)
Proceeds from divestitures and asset sales		12,742			8,606			—			—			21,348
Other items		—			(48,657	)		57,513			—			8,856
Net cash (used in) provided by investing activities		(282	)		(258,231	)		31,712			—			(226,801	)
Cash flows from financing activities Long-term debt		(332,541	)		(1,020	)		737			—			(332,824	)
Other items		58,629			—			—			—			58,629
Net cash (used in) provided by financing activities		(273,912	)		(1,020	)		737			—			(274,195	)
Net decrease in cash and cash equivalents		(171,533	)		—			—			—			(171,533	)
Cash and cash equivalents at beginning of period		431,811			—			—			—			431,811
Cash and cash equivalents at end of period	$	260,278		$	—		$	—		$	—		$	260,278
For the nine months ended September 30, 2005
Cash flows from operating activities Net income	$	164,494		$	129,152		$	66,659		$	(195,811	)	$	164,494
Changes in operating and intercompany assets and liabilities and non cash items included in net income		(76,623	)		107,133			(88,605	)		195,811			137,716
Net cash provided by (used in) operating activities		87,871			236,285			(21,946	)		—			302,210
Cash flows from investing activities Additions of property and equipment, net		(1,958	)		(57,689	)		(37,882	)		—			(97,529	)
Acquisitions and purchases of other ownership interests		—			(132,440	)		—			—			(132,440	)
Proceeds from divestitures and asset sales		—			2,327			—			—			2,327
Other items		—			(44,321	)		57,836			—			13,515
Net cash (used in) provided by investing activities		(1,958	)		(232,123	)		19,954			—			(214,127	)
Cash flows from financing activities Long-term debt		(8,748	)		(4,162	)		1,992			—			(10,918	)
Other items		8,052			—			—			—			8,052
Net cash (used in) provided by financing activities		(696	)		(4,162	)		1,992			—			(2,866	)
Net increase in cash and cash equivalents		85,217			—			—			—			85,217
Cash and cash equivalents at beginning of period		251,979			—			—			—			251,979
Cash and cash equivalents at end of period	$	337,196		$	—		$	—		$	—		$	337,196

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward looking statements

This Quarterly Report on Form 10-Q contains statements that are forward-looking statements within the meaning of the federal securities laws. All statements that do not concern historical facts are forward-looking statements and include, among other things, statements about our expectations, beliefs, intentions and/or strategies for the future. These forward-looking statements include statements regarding our future operations, financial condition and prospects, expectations for treatment growth rates, revenue per treatment, expense growth, levels of the provision for uncollectible accounts receivable, operating income, cash flow, operating cash flow, the impact of SFAS No. 123(R), estimated tax rates, capital expenditures, the development of new centers and center acquisitions, the impact of the DVA Renal Healthcare acquisition and our related level of indebtedness on our financial performance, including EPS, and anticipated integration costs. These statements involve substantial known and unknown risks and uncertainties that could cause our actual results to differ materially from those described in the forward-looking statements, including, but not limited to, risks resulting from the regulatory environment in which we operate, economic and market conditions, competitive activities, other business conditions, accounting estimates, the concentration of profits generated from commercial payor plans, possible reductions in private and government payment rates, changes in pharmaceutical practice patterns, payment policies, or pharmaceutical pricing, our ability to maintain contracts with physician medical directors, legal compliance risks, including our continued compliance with complex government regulations and the ongoing review by the U.S. Attorney’s Office for the Eastern District of Pennsylvania and the OIG, the subpoena from the U.S. Attorney’s Office for the Eastern District of New York, and the subpoenas from the U.S. Attorney’s Office for the Eastern District of Missouri, and DVA Renal Healthcare’s compliance with its corporate integrity agreement, our ability to complete and integrate acquisitions of businesses, the successful integration of DVA Renal Healthcare, including its billing and collection operations and the risk factors set forth in this Quarterly Report on Form 10-Q. We base our forward-looking statements on information currently available to us, and we undertake no obligation to update or revise these statements, whether as a result of changes in underlying factors, new information, future events or otherwise.

Results of operations

The operating results of DVA Renal Healthcare (formerly known as Gambro Healthcare, Inc.) are included in our consolidated financial statements from October 1, 2005. The operating results presented for the three and nine months ended September 30, 2005 reflect only continuing operations before income taxes. Our operating results for the third quarter of 2006 compared with the prior sequential quarter and the same quarter of last year, and the nine months ended September 30, 2006 compared with the nine months ended September 30, 2005, were as follows:

Continuing Operations	Quarter ended													Nine months ended
	September 30, 2006					June 30, 2006				September 30, 2005				September 30, 2006					September 30, 2005
	(dollar amounts rounded to nearest million, except per treatment data)
Current period net operating revenue	$	1,237		100	%	$	1,208	100	%	$	644	100	%	$	3,608		100	%	$	1,837	100	%
Prior year’s Medicare lab recoveries		—					—				1				—					4
Total operating revenues	$	1,237				$	1,208			$	645			$	3,608				$	1,841
Operating expenses and charges:
Patient care costs		857		69	%		843	70	%		435	68	%		2,518		70	%		1,236	67	%
General and administrative		113		9	%		111	9	%		61	9	%		329		9	%		175	10	%
Depreciation and amortization		44		4	%		42	3	%		25	4	%		128		4	%		74	4	%
Provision for uncollectible accounts		32		3	%		31	3	%		11	2	%		93		3	%		33	2	%
Minority interest and equity income, net		11		1	%		9	1	%		7	1	%		27		1	%		16	1	%
Valuation gain on Product Supply Agreement		(38	)	(3	%)		—				—				(38	)	1	%		—
Total operating expenses and charges		1,020		82	%		1,036	86	%		540	84	%		3,057		85	%		1,534	84	%
Operating income	$	217				$	172			$	105			$	551				$	307
Dialysis treatments		3,668,999					3,602,567				1,928,684				10,772,598					5,546,736
Average dialysis treatments per treatment day		46,443					46,187				24,414				46,037					23,704
Average dialysis revenue per dialysis treatment	$	321				$	319			$	317			$	319				$	314

23

Net Operating Revenues

Total operating revenues. Net operating revenues for the third quarter of 2006 increased by approximately $29 million or approximately 2.4%, compared with the second quarter of 2006. An increase in the number of dialysis treatments accounted for approximately 1.8%, with the balance due to an increase in the average revenue per treatment. The increase in the number of dialysis treatments was due to an additional treatment day during the third quarter of 2006, growth from routine acquisitions, as well as non-acquired growth. The increase in the average revenue per treatment of approximately $2 during the third quarter of 2006 as compared to the second quarter of 2006 resulted primarily from an increase in our standard commercial payment rates, improvements in revenue capture and cash collection performance, partially offset by decreases in the intensity of physician prescribed pharmaceuticals.

The substantial increase in current period net operating revenues for the third quarter of 2006 and for the nine months ended September 30, 2006, compared to the same periods in 2005 was principally the result of the acquisition of DVA Renal Healthcare, which generated approximately $505 million, and $1,480 million of net operating revenue in the third quarter of 2006, and for the nine months ended September 30, 2006, respectively.

For the purpose of providing a more directly comparable measure of performance, net operating revenues on a pro forma basis, giving effect to the acquisition of DVA Renal Healthcare and the related divestitures, would have been approximately $1,127 million ($645 million generated by DaVita and $482 million generated by DVA Renal Healthcare) for the third quarter of 2005 and approximately $3,242 million ($1,841 million generated by DaVita and $1,401 generated by DVA Renal Healthcare) for the nine months ended September 30, 2005. The increase in net operating revenues of approximately $110 million in the third quarter of 2006, and $366 million for the nine months ended September 30, 2006, as compared to the pro forma amounts for the same periods of 2005, was attributable to an increase in the number of dialysis treatments of approximately 7.0% for the third quarter of 2006, and 8.0% for the nine months ended September 30, 2006, an increase in the average revenue per treatment of approximately 2.0% for both periods and an increase of approximately 1.0% was due to additional lab, management fees and ancillary revenue for both periods.

The average dialysis revenue per treatment was $321 for the third quarter of 2006 and $319 for the nine months ended September 30, 2006 as compared to pro forma dialysis revenue per treatment of $311 and $313 for the same periods of 2005. The higher average revenue per treatment was primarily due to increases in our standard government payment rates, and commercial rates.

Operating Expenses and Charges

Patient care costs. Patient care costs were approximately 69.3% of total operating revenues for the third quarter of 2006, as compared to 69.8% and 67.6% for the second quarter of 2006 and third quarter of 2005, respectively. On a per-treatment basis, patient care costs were relatively flat as compared with the second quarter of 2006 and increased approximately $8 compared with the third quarter of 2005. For the first nine months of 2006, patient care costs were approximately 69.8% of total operating revenues, as compared to 67.3% for the same period of 2005. On a per-treatment basis, patient care costs increased approximately $11 in the first nine months of 2006 as compared to the first nine months of 2005. The increase in 2006 over 2005 was primarily due to higher labor and benefit costs, increases in the intensity of physician prescribed pharmaceuticals and higher medical supply costs.

General and administrative expenses. General and administrative expenses were 9.2% of total operating revenues for the third quarter of 2006, as compared to 9.2% and 9.4% for the second quarter of 2006 and third quarter of 2005, respectively. In absolute dollars, general and administrative expenses for the third quarter of 2006 increased by approximately $2.0 million from the second quarter of 2006. The increase in the third quarter of 2006 compared to the second quarter of 2006 was principally due to FAS No 123(R) stock-based compensation expense and additional labor and benefit costs. For the nine months ended September 30, 2006, general and administrative expenses were 9.1% of total operating revenues as compared to 9.5% for the same

24

period in 2005. The increase in absolute dollars in the third quarter of 2006 and for the nine months ended September 30, 2006 as compared to the same periods in 2005 was primarily attributable to the DVA Renal Healthcare acquisition, higher labor and benefit costs, related integration costs, the implementation of FAS 123(R), the timing of certain charges and expenditures and professional fees for legal and compliance initiatives and government investigations. As a percentage of net operating revenues, general and administrative expenses decreased in the third quarter of 2006 and for the nine months ended September 30, 2006 as compared to the same periods of 2005, as a result of higher growth in revenue from the DVA Renal Healthcare acquisition.

Depreciation and amortization. The increase in depreciation and amortization in the third quarter of 2006, and for the nine months ended September 30, 2006, as compared to the same periods in 2005 was primarily due to the acquisition of DVA Renal Healthcare and growth through other routine acquisitions, new center developments and expansions, net of the amortization of the Product Supply Agreement.

Provision for uncollectible accounts receivable. The provision for uncollectible accounts receivable was 2.6% in the third quarter of 2006 and for the nine months ended September 30, 2006. The provision for uncollectible accounts receivable for the same periods in 2005, before the acquisition of DVA Renal Healthcare, was 1.8%. The current provision level of 2.6% is expected to be relatively stable for the foreseeable future.

Debt expense. Debt expense of $67.9 million in the third quarter of 2006 decreased by approximately $0.5 million from the second quarter of 2006. The decrease was primarily due to principal prepayments paid during the third quarter, partially offset by an increase in interest rates. The overall average effective interest rate excluding amortization of deferred financing costs for the third quarter of 2006 was 6.8% compared to 6.6% for the second quarter of 2006, and 6.9% for the third quarter of 2005.

For the third quarter of 2006 and for the nine months ended September 30, 2006, the substantial increase in debt expense as compared to the third quarter of 2005 and the nine months ended September 30, 2005, was attributable to additional borrowings under our Credit Facility that were used to fund the acquisition of DVA Renal Healthcare in October 2005.

Minority interests and equity income, net. Minority interests and equity income, net increased in the third quarter of 2006 and for the nine months ended September 30, 2006, by approximately $4.3 million and $10.7 million, respectively, as compared to the same periods in 2005. These increases reflect an ongoing trend toward a higher percentage of our new and existing centers having minority partners, additional joint venture centers as a result of the DVA Renal Healthcare acquisition, as well as growth in the profitability of our joint ventures.

Product Supply Agreement

On May 29, 2006, we notified Gambro Renal Products Inc. (Gambro Renal Products) that we were terminating the Alliance and Product Supply Agreement (the Product Supply Agreement) with Gambro AB and Gambro Renal Products. The Product Supply Agreement was entered into on October 5, 2005, in conjunction with our acquisition of DVA Renal Healthcare and committed us to purchase a significant majority of our hemodialysis products supplies and equipment at fixed prices. Our termination notice claimed a material breach by Gambro Renal Products for failure to perform its obligations under the Product Supply Agreement, primarily as a result of an import ban issued by the U.S. Food and Drug Administration effecting certain hemodialysis products.

On August 25, 2006, we entered into an amended and restated Product Supply Agreement (the Amended Supply Agreement), with Gambro Renal Products and Gambro AB. The Amended Supply Agreement effectively revoked our notice of termination of the Product Supply Agreement. The Amended Supply Agreement, among other things, relieves us of certain obligations, including releasing us from the purchase requirements of certain affected products during the import ban, permits us to secure alternate sources of supplies for the products affected by the import ban, reduces our purchase obligations for certain hemodialysis product supplies and equipment and also allows for the termination of the purchase obligations for equipment affected by the import ban if the import ban is not lifted by June 30, 2007.

25

As a result of the reductions in the amount of purchase obligations that are now required under the Amended Supply Agreement, we recorded a net valuation gain of $38.0 million. This valuation gain represents the difference in the fair value between the Product Supply Agreement and the Amended Supply Agreement, as of the effective date of the amendment.

Accounts receivable

Our accounts receivable balances at September 30, 2006 and June 30, 2006 were $903 million and $859 million respectively, which represented approximately 70 and 67 days of revenue, respectively, net of bad debt provision. The increase in our DSO was primarily due to the temporary suspension of claims processing by Centers for Medicare and Medicaid Services at the end of their September fiscal year. Our DSO calculation is based on the current quarter’s average revenue per day. There were no significant changes during the third quarter of 2006 in the amount of unreserved accounts receivable or the amounts pending approval from third-party payors.

Outlook

Outlook for 2006 and 2007. We are revising the lower end of our 2006 operating income projection, therefore our new guidance for operating income is $690-$700 million excluding the valuation gain on the Product Supply Agreement. Our 2007 operating income is currently projected to be in the range of $680-$750 million. These projections and the underlying assumptions involve significant risks and uncertainties, and actual results may vary significantly from these current projections. These risks, among others, include those relating to the concentration of profits generated from commercial payor plans, possible reductions in private and government payment rates, changes in pharmaceutical practice patterns, payment policies or pharmaceutical pricing, our ability to maintain contracts with physician medical directors, legal compliance risks, including our continued compliance with complex government regulations and the ongoing review by the U.S. Attorney’s Office for the Eastern District of Pennsylvania and the OIG, the subpoena from the U.S. Attorney’s Office for the Eastern District of New York and the subpoenas from the U.S. Attorney’s Office for the Eastern District of Missouri, and DVA Renal Healthcare’s compliance with its corporate integrity agreement, our ability to complete and integrate acquisitions of businesses, and the successful integration of DVA Renal Healthcare, including its billing and collection operations. You should read “Risk Factors” in this Quarterly Report on Form 10-Q and the forward looking statements and associated risks as discussed in Item 2 on page 23 for more information about these and other potential risks. We undertake no obligation to update or revise these projections, whether as a result of changes in underlying factors, new information, future events or otherwise.

Liquidity and Capital Resources

Liquidity and capital resources. Cash flow from operations during the third quarter of 2006 was $97 million, compared to $85 million during the third quarter of 2005. Non-operating cash outflows for the third quarter of 2006 included $6 million for acquisitions, and capital asset expenditures of $66 million, of which $35 million was for new center developments and relocations. Non-operating cash outflows for the third quarter of 2005 included approximately $46 million for acquisitions, and capital asset expenditures of $32 million, of which $25 million was for new center developments. During the third quarter of 2006, we acquired 5 dialysis centers, opened 13 new dialysis centers and closed four centers. During the third quarter of 2005, we acquired 11 dialysis centers and opened 8 new dialysis centers.

Cash flow from operations during the first nine months of 2006 amounted to $329 million, compared to $302 million for the first nine months of 2005. The first nine months of 2006 included an income tax payment of approximately $85 million associated with divestitures of certain centers in conjunction with the DVA Renal Healthcare acquisition and also included cash interest payments of approximately $231 million on our debt. For the first nine months of 2005, cash interest payments were approximately $65 million. Non-operating cash outflows for the first nine months of 2006 included $76 million for acquisitions, and capital asset expenditures of

26

$181 million, of which $99 million was for new center developments and relocations. Non-operating cash outflows for the first nine months of 2005 included approximately $132 million for acquisitions and approximately $31 million for deferred financing costs associated with the issuance of our senior notes, and capital asset expenditures of $98 million, of which $65 million was for new center developments. During the first nine months of 2006 we acquired 19 dialysis centers, including one center where we previously provided administrative services, opened 29 new dialysis centers, divested, sold or closed 13 centers, and provided administrative services to two new centers. During the first nine months of 2005, we acquired 42 new dialysis centers and opened 33 new dialysis centers.

We now expect to spend $110 to $120 million in 2006 for capital asset expenditures related to routine maintenance items and information technology equipment and approximately $220 million for new center development, relocations and acquisitions. We now expect to open 45 new centers during 2006 and in 2007 we anticipate opening approximately the same number of centers as 2006. We expect to generate approximately $500 million of operating cash flow in 2006, which excludes the $85 million divestiture tax payment and the tax benefit from stock option exercises under FAS 123(R). We also expect to generate operating cash flow of $400-$500 million in 2007.

During the nine months ended September 30, 2006, we made principal payments of $62 million on the term loan A and $263 million on the term loan B, including principal prepayments of $53 million and $257 million respectively. On November 1, 2006 we made an additional principal prepayment of $75 million on the term loan B. Because of the principal prepayments, our next mandatory principal payments are $12.4 million in 2007 for the term loan A and $379 million in 2011 for the term loan B.

On March 1, 2006, our interest rate margins on our term loan A and term loan B (collectively, the Credit Facility), were reduced by 0.25% as a result of achieving certain financial ratios as defined in the Credit Facility. The term loan A currently bears interest at LIBOR plus 1.75% and the term loan B currently bears interest at LIBOR plus 2.00%. The margins are subject to adjustment depending upon changes in our financial ratios and can range from 1.50% to 2.25% for the revolving credit facility and term loan A, and 2.00% to 2.25% for the term loan B.

Our senior and senior subordinated notes consist of $500 million of 6 ⁵/8% senior notes due 2013 and $850 million of 7 ¹/4% senior subordinated notes due 2015. The notes are guaranteed by substantially all of our direct and indirect wholly-owned subsidiaries and require semi-annual interest payments. We may redeem some or all of the senior notes at any time on or after March 15, 2009 and some or all of the senior subordinated notes at any time on or after March 15, 2010.

As of September 30, 2006, we maintained a total of nine interest rate swap agreements, with notional amounts totaling $1,472 million. These agreements had the economic effect of modifying the LIBOR-based variable interest rate on our debt to fixed rates ranging from 3.08% to 4.27%, resulting in a weighted average effective interest rate of 5.88%, on the hedged portion of our Credit Facility, including the term loan B margin of 2.00%. The swap agreements require quarterly interest payments, bear amortizing notional amounts, and expire in 2008 through 2010. During the first nine months of 2006, we accrued net cash benefits of $11.2 million from these swaps which is included in debt expense. As of September 30, 2006, the total fair value of these swaps was an asset of $32.8 million. We recorded $0.7 million, net of tax, as a reduction to comprehensive income for the change in fair value of the effective portions of these swaps during the first nine months of 2006.

As of September 30, 2006, the interest rates were economically fixed on approximately 60% of our variable rate debt and approximately 74% of our total debt.

As a result of the swap agreements, the overall effective weighted average interest rate on the Credit Facility was 6.55%, based upon the current margins in effect ranging from 1.75% to 2.00%, as of September 30, 2006.

27

Our overall average effective interest rate excluding amortization of deferred financing costs during the third quarter of 2006 was 6.75% and as of September 30, 2006 was 6.72%.

We have undrawn revolving credit facilities totaling $253 million of which approximately $49 million was committed for outstanding letters of credit.

We believe that we will have sufficient liquidity and operating cash flows to fund our scheduled debt service and other obligations over the next twelve months.

Stock-based compensation

Effective January 1, 2006, we implemented Statement of Financial Accounting Standards No. 123(R) Share-Based Payment, which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors, including stock options, stock units, stock appreciation rights, and employee stock purchases. Under this standard, the Company’s stock-based compensation awards are measured at estimated grant-date fair value and recognized as compensation expense over their requisite service periods. FAS 123(R) supersedes our previous accounting under Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to Employees, under which we did not recognize compensation expense for most stock options. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 relating to the application of FAS 123(R), and we have applied the provisions of SAB 107 in its adoption of FAS 123(R).

We implemented FAS 123(R) using the modified prospective transition method. In accordance with this method, our condensed consolidated financial statements for periods prior to the first quarter of 2006 have not been restated to reflect this change. The standard also requires that tax benefits realized from stock award exercise gains in excess of stock-based compensation expense recognized for financial statement purposes be reported as cash flows from financing activities rather than as operating cash flows. We also elected to use the method available under FASB Staff Position FSP No. 123(R)-3 Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards, which provides an alternative method for calculating historical excess tax benefits from the method described in FAS 123(R) for stock-based compensation awards.

Under FAS 123(R), stock-based compensation recognized during a period is based on the estimated grant-date fair value of the portion of the stock-based award vesting during that period, adjusted for expected forfeitures. Stock-based compensation recognized in our condensed consolidated financial statements for the first nine months of 2006 includes compensation cost for stock-based awards granted prior to, but not fully vested as of, December 31, 2005 and stock-based awards granted in the first nine months of 2006. We previously recognized the effect of stock unit forfeitures as they occurred, and the effect of transitioning to recognition of expense based on expected forfeitures was insignificant. Shares issued upon exercise of stock awards are generally issued from shares in treasury. We have utilized the Black-Scholes-Merton valuation model for estimating the fair value of stock options granted during the nine months ended September 30, 2006, as well as for stock option grants during all prior periods.

For the nine months ended September 30, 2006, we recognized $18.9 million in stock-based compensation expense for stock options, stock-settled stock appreciation rights, stock units and employee stock purchases, which is primarily included in general and administrative expenses in continuing operations. The estimated tax benefit recorded for this stock-based compensation was $6.9 million. As of September 30, 2006, there was $67.8 million of total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements under our equity compensation and stock purchase plans. We expect to recognize this cost over a weighted average remaining period of 1.7 years.

During the nine months ended September 30, 2006, we received $29.0 million in cash proceeds from stock option exercises and $29.3 million in actual tax benefits upon the exercise of stock awards.

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Significant New Accounting Standards

In June 2006, the Financial Accounting Standards Board issued Interpretation 48 (FIN 48) Accounting for Income Tax Uncertainties, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS Statement No. 109 Accounting for Income Taxes. The Interpretation prescribes a recognition threshold of more-likely-than-not and a measurement attribute on all tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements. In making this assessment, a Company must determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based solely on the technical merits of the position and that the tax position will be examined by appropriate taxing authority that would have full knowledge of all relevant information. Once the recognition threshold is met, the tax position is then measured to determine the actual amount of benefit to recognize in the financial statements. In addition, the recognition threshold of more-likely-than-not must continue to be met in each reporting period to support continued recognition of the tax benefit. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the financial reporting period in which that threshold is no longer met. The Interpretation is effective for fiscal years beginning after December 15, 2006. We are assessing the expected impact of this Interpretation on our consolidated financial statements.

In September 2006, the U.S. Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108, that provides interpretive guidance on how the effects of prior year misstatements should be considered in quantifying current year financial statement misstatements. The interpretations in SAB No. 108, which expresses the SEC’s staff views were issued to address the diversity in the practice of quantifying financial statement misstatements and the potential under current practice for a build up of improper amounts on the balance sheet. The SEC staff indicated that companies should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in material misstatement. SAB 108 is effective for fiscal years ending after November 15, 2006. We are assessing the expected impact of this SAB on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest rate sensitivity

The table below provides information, as of September 30, 2006, about our financial instruments that are sensitive to changes in interest rates.

	Expected maturity date												Thereafter		Total		Average interest rate		Fair Value
	2006		2007		2008		2009		2010		2011
	(dollars in millions)
Long Term Debt
Fixed Rate	$	1	$	3	$	1	$	1	$	1	$	—	$	1,352	$	1,359	7.02	%	$	1,331
Variable rate	$	1	$	15	$	54	$	62	$	87	$	520	$	1,727	$	2,466	6.55	%	$	2,466

	Notional amount		Contract maturity date										Pay fixed	Receive variable	Fair value
			2006		2007		2008		2009		2010
	(dollars in millions)
Swaps:
Pay-fixed swaps	$	1,472	$	132	$	372	$	378	$	401	$	189	3.08% to 4.27%	LIBOR	$	32.8

As of September 30, 2006, we maintained a total of nine interest rate swap agreements, with notional amounts totaling $1,472 million. These agreements had the economic effect of modifying the LIBOR-based variable interest rate on our debt to fixed rates ranging from 3.08% to 4.27%, resulting in a weighted average

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effective interest rate of 5.88% on the hedged portion of the Credit Facility, including the term loan B margin of 2.00%. The swap agreements require quarterly interest payments, bear amortizing notional amounts, and expire in 2008 through 2010. During the first nine months of 2006, we accrued net cash benefits of $11.2 million from these swaps which is included in debt expense. As of September 30, 2006, the total fair value of these swaps was an asset of $32.8 million. We recorded $0.7 million, net of tax, as a reduction to comprehensive income for the change in fair value of the effective portions of these swaps during the first nine months of 2006.

As of September 30, 2006, the interest rates were economically fixed on approximately 60% of our variable rate debt and approximately 74% of our total debt.

As a result of the swap agreements, the overall effective weighted average interest rate on the Credit Facility was 6.55%, based upon the current margins in effect ranging from 1.75% to 2.00%, as of September 30, 2006.

Our overall average effective interest rate excluding amortization of deferred financing costs during the third quarter of 2006 was 6.75% and as of September 30, 2006 was 6.72%.

Item 4. Controls and Procedures

Management has established and maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that it files or submits pursuant to the Securities Exchange Act of 1934, as amended, or Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures.

At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures in accordance with the Exchange Act requirements. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective for timely identification and review of material information required to be included in the Company’s Exchange Act reports, including this report on Form 10-Q. Management recognizes that these controls and procedures can provide only reasonable assurance of desired outcomes, and that estimates and judgments are still inherent in the process of maintaining effective controls and procedures.

There has not been any change in the Company’s internal control over financial reporting that was identified during the evaluation that occurred during the fiscal quarter covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

The information in Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report is incorporated by this reference in response to this item.

Item 1A. Risk Factors

This Quarterly Report on Form 10-Q contains statements that are forward-looking statements within the meaning of the federal securities laws. These statements involve known and unknown risks and uncertainties, including the risks discussed below. The risks discussed below are not the only ones facing our business. Please read the cautionary notice regarding forward-looking statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

If the average rates that commercial payors pay us decline significantly, it would have a material adverse effect on our revenues, earnings and cash flows.

Approximately 35% of our current dialysis revenues are generated from patients who have commercial payors as the primary payor. The majority of these patients have insurance policies that pay us on terms and at rates materially higher than Medicare rates. We expect that some of our commercial reimbursement rates will be materially lower in the future as a result of general conditions in the market, recent and future consolidations among commercial payors, downward trends in health insurance premiums, increased focus on dialysis services, our acquisition of DVA Renal Healthcare, including the reconciliation of existing contracts with differing rates, and other factors. Consolidations have significantly increased the negotiating leverage of commercial payors. In addition, we believe that payors and employers continue to encourage members to obtain care with in-network providers and network rates are typically lower than out-of-network rates. If the average rates that commercial payors pay us decline significantly, it would have a material adverse effect on our revenues, earnings and cash flows.

If the number of patients with higher-paying commercial insurance declines, then our revenues, earnings and cash flows would be substantially reduced.

Our revenue levels are sensitive to the percentage of our patients with higher-paying commercial insurance coverage. A patient’s insurance coverage may change for a number of reasons, including as a result of changes in the patient’s or a family member’s employment status. For a patient covered by an employer group health plan, Medicare generally becomes the primary payor after 33 months, or earlier if the patient’s employer group health plan coverage terminates. When Medicare becomes the primary payor, the payment rate we receive for that patient shifts from the employer group health plan rate to the Medicare payment rate. If there is a significant reduction in the number of patients under higher-paying commercial plans relative to government-based programs that pay at lower rates, it would have a material adverse effect on our revenues, earnings and cash flows.

Future declines, or the lack of further increases, in Medicare payment rates would reduce our revenues, earnings and cash flows.

Approximately one-half of our current dialysis revenues are generated from patients who have Medicare as their primary payor. The Medicare End Stage Renal Disease (ESRD) program pays us for dialysis treatment services at fixed rates. Unlike most other services covered by Medicare, the Medicare ESRD program has not provided for regular inflation increases in payment rates. Increases in operating costs that are subject to inflation, such as labor and supply costs, have occurred and are expected to continue to occur regardless of whether there is

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a compensating increase in payment rates. We cannot predict with certainty the nature or extent of future rate changes, if any. To the extent these rates decline or are not adjusted to keep pace with inflation, our revenues, earnings and cash flows would be adversely affected.

Changes in the structure of, and payment rates under, the Medicare ESRD program could substantially reduce our revenues, earnings and cash flows.

The Medicare composite rate is the payment rate for a dialysis treatment including the supplies used in those treatments, specified laboratory tests and certain pharmaceuticals. Other services and pharmaceuticals, including EPO (a pharmaceutical used to treat anemia, a common complication associated with ESRD), vitamin D analogs and iron supplements, are separately billed. Changes to the structure of the composite rate and separately billable payment rates went into effect January 1, 2006, as Medicare moved to payment rates for pharmaceuticals from average acquisition cost to average sale price plus 6%. Future changes in the structure of, and payment rates under, the Medicare ESRD program could substantially reduce our revenues, earnings and cash flows.

Pharmaceuticals are approximately 35% of our current total Medicare revenues. ESRD pharmaceutical payment rates and utilization continue to receive attention from the government, which may lead to reimbursement changes in the future. If Medicare begins to bundle other services for payment by including in its composite payment rate the pharmaceuticals, laboratory services or other ancillary services that it currently pays separately, or if there are further changes to or decreases in the payment rate for these items without a corresponding increase in the composite rate, it could have a material adverse effect on our revenues, earnings and cash flows.

Changes in state Medicaid programs or payment rates could reduce our revenues, earnings and cash flows.

Approximately 5% of our current dialysis revenues are generated from patients who have Medicaid as their primary coverage. As state governments face increasing budgetary pressure, they may propose reductions in payment rates, limitations on eligibility or other changes to Medicaid programs. Currently, Medicaid eligibility requirements mandate that citizen enrollees in Medicaid programs provide documented proof of citizenship. Our revenues, earnings and cash flows could be negatively impacted to the extent that we are not paid by Medicaid or other state programs for services provided to patients that are unable to satisfy the revised eligibility requirements, including undocumented patients living in the U.S. If state governments reduce the rates paid by those programs for dialysis and related services, further limit eligibility for Medicaid coverage or adopt changes similar to those adopted by Medicare, then our revenues, earnings and cash flows could be adversely affected.

Changes in clinical practices and payment rates or rules for EPO and other pharmaceuticals could substantially reduce our revenues, earnings and cash flows.

The administration of EPO and other pharmaceuticals accounts for approximately 35% of our current total dialysis revenues. Changes in physician practice patterns and accepted clinical practices, changes in private and governmental payment criteria, including the introduction of EPO administration policies by private payors, the introduction of new pharmaceuticals and the conversion to alternate types of administration could have a material adverse effect on our revenues, earnings and cash flows.

Changes in EPO pricing and the use and marketing of alternatives to EPO could materially reduce our earnings and cash flows and affect our ability to care for our patients.

Amgen Inc. is the sole supplier of EPO and may unilaterally decide to increase its price for EPO, subject to certain contractual limitations. Future changes in the cost of EPO could have a material adverse effect on our earnings and cash flows. Although our agreement with Amgen for EPO continues for a fixed time period and includes potential pricing discounts depending upon the achievement of certain clinical and other criteria, we

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cannot predict whether we will continue to receive the discount structure for EPO that we currently receive, or whether we will continue to achieve the same levels of discounts within that structure as we have historically achieved. In addition, our contract with Amgen provides for specific rebates and incentives that are based on patient outcomes, process improvement, data submission, purchase volume growth and some combination of these factors. Factors that could impact our ability to qualify for the discounts, rebates and incentives provided for in our agreement with Amgen include our ability to achieve certain clinical outcomes, changes in pharmaceutical intensities and our growth. We have and may from time to time accelerate our EPO purchase volume in a given period to take advantage of certain incentives provided for in the agreement, which could result in an increase in our inventory levels. Failure to qualify for discounts or meet or exceed the targets and earn the specified rebates and incentives could have a material adverse effect on our earnings and cash flows.

Amgen has developed and obtained FDA approval for Aranesp^®, a pharmaceutical used to treat anemia that may replace EPO or reduce its use with dialysis patients. In addition, Roche has developed and is seeking approval for CERA, a pharmaceutical also used to treat anemia. Unlike EPO, which is generally administered in conjunction with each dialysis treatment, these pharmaceuticals are administered less frequently. In the event that these similar alternatives to EPO are marketed for the treatment of dialysis patients, we may realize lower margins on the administration of such pharmaceuticals than are currently realized with EPO. In addition, to the extent such pharmaceuticals begin to be administered to patients through channels other than DaVita, we would no longer realize revenue or profit from such administration. A significant increase in the development and use of similar alternatives to EPO, or a change in administrative practices, could have a material adverse effect on our revenues, earnings and cash flows.

The investigation related to the subpoena we received on March 4, 2005 from the U.S. Attorney’s Office for the Eastern District of Missouri could result in substantial penalties against us.

We are voluntarily cooperating with the U.S. Attorney’s Office for the Eastern District of Missouri with respect to the subpoena we received on March 4, 2005, which requested a wide range of documents relating to our operations, including documents related to, among other things, pharmaceutical and other services provided to patients, relationships with pharmaceutical companies, financial relationships with physicians and joint ventures and the related request for additional documents related to specific medical director and joint venture arrangements we received in October 2005, and the additional subpoena we received in February 2006 requesting documents related to certain patient records relating to the administration and billing of EPO. It is possible that criminal proceedings may be initiated against us in connection with this inquiry. Any negative findings could result in substantial financial penalties against us, exclusion from future participation in the Medicare and Medicaid programs and criminal penalties. To our knowledge, no proceedings have been initiated against us at this time. Although we cannot predict whether or when proceedings might be initiated or when these matters may be resolved, it is not unusual for investigations such as this to continue for a considerable period of time. Responding to the subpoenas will continue to require management’s attention and significant legal expense.

The investigation related to the subpoena we received on October 25, 2004 from the U.S. Attorney’s Office for the Eastern District of New York could result in substantial penalties against us.

We are voluntarily cooperating with the U.S. Attorney’s Office for the Eastern District of New York and the OIG with respect to the subpoena we received on October 25, 2004, which requires production of a wide range of documents relating to our operations, including DaVita Laboratory Services. DVA Renal Healthcare received a similar subpoena in November 2004. It is possible that criminal proceedings may be initiated against us and DVA Renal Healthcare in connection with this inquiry. Any negative findings could result in substantial financial penalties against us and DVA Renal Healthcare, exclusion from future participation in the Medicare and Medicaid programs and criminal penalties. To our knowledge, no proceedings have been initiated against us or DVA Renal Healthcare at this time. Although we cannot predict whether or when proceedings might be initiated or when these matters may be resolved, it is not unusual for investigations such as this to continue for a considerable period of time. Responding to the subpoenas will continue to require management’s attention and significant legal expense.

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The pending federal review related to the subpoena we received in May 2002 from the U.S. Attorney’s Office for the Eastern District of Pennsylvania could result in substantial penalties against us.

We are voluntarily cooperating with the Civil Division of the U.S. Attorney’s Office for the Eastern District of Pennsylvania and the OIG in a review of some of our historical practices, including billing and other operating procedures, our financial relationships with physicians and pharmaceutical companies, and the provision of pharmaceutical and other ancillary services to patients, including laboratory and other diagnostic testing services. We are unable to determine when these matters will be resolved, whether any additional areas of inquiry will be opened or any outcome of these matters, financial or otherwise. Any negative findings could result in substantial financial penalties against us and exclusion from future participation in the Medicare and Medicaid program.

If we fail to adhere to all of the complex government regulations that apply to our business, we could suffer severe consequences that would substantially reduce our revenues, earnings and cash flows.

Our dialysis operations are subject to extensive federal, state and local government regulations, including Medicare and Medicaid payment rules and regulations, federal and state anti-kickback laws, the Stark II physician self-referral prohibition and analogous state referral statutes, and federal and state laws regarding the collection, use and disclosure of patient health information. The Medicare and Medicaid reimbursement rules related to claims submission, cost reporting, and payment processes impose complex and extensive requirements upon dialysis providers, and a violation or departure from such requirements may result in government audits, reimbursement recoupment, and the potential loss of certification.

The regulatory scrutiny of healthcare providers, including dialysis providers, has increased significantly in recent years. Medicare has increased the frequency and intensity of its certification inspections of dialysis centers. For example, we are required to provide substantial documentation related to the administration of pharmaceuticals, including EPO, and, to the extent that any such documentation is found insufficient, we may be required to refund any amounts received from such administration by government or private payors, and be subject to substantial penalties under applicable laws or regulations. In addition, fiscal intermediaries have increased their prepayment and post-payment reviews.

We endeavor to comply with all of the requirements for receiving Medicare and Medicaid payments and to structure all of our relationships with referring physicians to comply with state and federal anti-kickback laws and the Stark II physician self-referral law. However, the laws and regulations in this area are complex and subject to varying interpretations. For example, none of our medical director agreements establishes compensation using the Stark II safe harbor method; rather, compensation under our medical director agreements is the result of individual negotiation and, we believe, exceeds amounts determined under the safe harbor method. If an enforcement agency were to challenge the level of compensation that we pay our medical directors, we could be required to change our practices, face criminal or civil penalties, pay substantial fines or otherwise experience a material adverse effect as a result of a challenge to these arrangements.

Because of regulatory considerations unique to each of these states, all of our dialysis operations in New York and some of our dialysis operations in New Jersey are conducted by privately-owned companies to which we provide a broad range of administrative services. These operations accounted for approximately 6% of our dialysis revenue for the first nine months of 2006. We believe that we have structured these operations to comply with the laws and regulations of these states, but we can give no assurances that they will not be challenged.

If any of our operations are found to violate these or other government regulations, we could suffer severe consequences that would have a material adverse effect on our revenues, earnings and cash flows including:

• Suspension or termination of our participation in government payment programs;

• Refunds of amounts received in violation of law or applicable payment program requirements;

• Loss of required government certifications or exclusion from government payment programs;

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• Loss of licenses required to operate healthcare facilities in some of the states in which we operate, including the loss of revenues from operations in New York and New Jersey conducted by privately-owned companies as described above;

• Reductions in payment rates or coverage for dialysis and ancillary services and related pharmaceuticals;

• Fines, damages or monetary penalties for anti-kickback law violations, Stark II violations, submission of false claims, civil or criminal liability based on violations of law, or other failures to meet regulatory requirements;

• Claims for monetary damages from patients who believe their protected health information has been used or disclosed in violation of federal or state patient privacy laws;

• Mandated practice changes that significantly increase operating expenses; and

• Termination of relationships with medical directors.

If our joint ventures were found to violate the law, we could suffer severe consequences that would have a material adverse effect on our revenues, earnings and cash flows.

As of September 30, 2006 we owned a controlling interest in approximately 80 dialysis related joint ventures, representing approximately 15% of our dialysis revenue. Many of our joint ventures with physicians or physician groups also have the physician owners providing medical director services to those centers or other centers we own and operate. Because our relationships with physicians are governed by the “anti-kickback” statute contained in the Social Security Act, we have sought to structure our joint venture arrangements to satisfy as many safe harbor requirements as we believe are reasonably possible. However, our joint venture arrangements do not satisfy all elements of any safe harbor under the federal anti-kickback statute. Based on the exceptions applicable to ESRD services, we believe that our joint venture arrangements and operations materially comply with the Stark II law. The subpoena we received from the United States Attorney’s Office for the Eastern District of Missouri on March 4, 2005, and the related request for additional documents received in October 2005, includes a request for documents related to our joint ventures. If our joint ventures are found to be in violation of the anti-kickback statute or the Stark provisions, we could be required to restructure the joint ventures or refuse to accept referrals for designated health services from the physicians with whom the joint venture centers have a financial relationship. We also could be required to repay amounts received from Medicare and certain other payors by the joint ventures pursuant to prohibited referrals, and we could be subject to monetary penalties and exclusion from government healthcare programs. If our joint venture centers are subject to any of these penalties, we could suffer severe consequences that would have a material adverse effect on our revenues, earnings and cash flows.

There are significant estimating risks associated with the amount of dialysis revenue that we recognize and if we are unable to accurately estimate our revenue, it could impact the timing of our revenue recognition or have a significant impact on our operating results.

There are significant estimating risks associated with the amount of dialysis revenue that we recognize for a reporting period. Ongoing insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage, and other payor issues complicate the billing and collection process. Determining applicable primary and secondary coverage for our more than 100,000 patients at any point in time, together with the changes in patient coverages that occur each month, requires complex, resource-intensive processes and errors in determining the correct coordination of benefits may result in refunds to payors. Revenues associated with Medicare and Medicaid programs are also subject to estimating risk related to the amounts not paid by the primary government payor that will ultimately be collectible from other government programs paying secondary coverage, the patient’s commercial health plan secondary coverage or the patient. Collections, refunds and payor retractions typically continue to occur for up to three years and longer after services are provided. If our estimates of dialysis revenue are materially inaccurate, it could impact the timing of our revenue recognition or have a significant impact on our operating results.

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We may be subject to liability claims for damages and other expenses not covered by insurance that could reduce our earnings and cash flows.

The administration of dialysis and related services to patients may subject us to litigation and liability for damages. Our business, profitability and growth prospects could suffer if we face negative publicity or we pay damages or defense costs in connection with a claim that is outside the scope of any applicable insurance coverage, including claims related to contractual disputes, professional and general liability claims. In addition, we have received several notices of claims from commercial payors and other third parties related to our historical billing practices and the historical billing practices of DVA Renal Healthcare and other matters related to their settlement agreement with the Department of Justice. Although the ultimate outcome of these claims cannot be predicted, an adverse result with respect to one or more of these claims could have a material adverse effect on our financial condition, results of operations, and cash flows. We currently maintain programs of general and professional liability insurance. However, a successful claim, including a professional liability, malpractice or negligence claim which is in excess of our insurance coverage could have a material adverse effect on our earnings and cash flows.

In addition, if our costs of insurance and claims increase, then our earnings could decline. Market rates for insurance premiums and deductibles have been steadily increasing. Our earnings and cash flows could be materially and adversely affected by any of the following:

• further increases in premiums and deductibles;

• increases in the number of liability claims against us or the cost of settling or trying cases related to those claims; and

• an inability to obtain one or more types of insurance on acceptable terms.

If businesses we acquire have liabilities that we are not aware of, we could suffer severe consequences that would substantially reduce our revenues, earnings and cash flows.

Our business strategy includes the acquisition of dialysis centers and businesses that own and operate dialysis centers, as well as other ancillary businesses. Businesses we acquire may have unknown or contingent liabilities or liabilities that are in excess of the amounts that we estimated. Although we generally seek indemnification from the sellers of businesses we acquire for matters that are not properly disclosed to us, we are not always successful. In addition, even in cases where we are able to obtain indemnification, we may discover liabilities greater than the contractual limits or the financial resources of the indemnifying party. In the event that we are responsible for liabilities substantially in excess of any amounts recovered through rights to indemnification, we could suffer severe consequences that would substantially reduce our revenues, earnings and cash flows.

If a significant number of physicians were to cease referring patients to our dialysis centers, whether due to regulatory or other reasons, then our revenues, earnings and cash flows would be substantially reduced.

Many physicians prefer to have their patients treated at dialysis centers where they or other members of their practice supervise the overall care provided as medical directors of the centers. As a result, the primary referral source for most of our centers is often the physician or physician group providing medical director services to the center. Neither our current nor former medical directors have an obligation to refer their patients to our centers. If a medical director agreement terminates, whether before or at the end of its term, and a new medical director is appointed, it may negatively impact the former medical director’s decision to treat his or her patients at our center. If we are unable to enforce noncompetition provisions contained in the terminated medical directors agreements, former medical directors may choose to provide medical director services for competing providers or establish their own dialysis centers in competition with ours. Also, if the quality of service levels at our centers deteriorates, it may negatively impact patient referrals and treatment volumes.

Our medical director contracts are for fixed periods, generally three to ten years. Medical directors have no obligation to extend their agreements with us. We may take actions to restructure existing relationships or take

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positions in negotiating extensions of relationships to assure compliance with the safe harbor provisions of the anti-kickback statute, Stark II law and other similar laws. These actions could negatively impact the decision of physicians to extend their medical director agreements with us or to refer their patients to us. If the terms of any existing agreement are found to violate applicable laws, we may not be successful in restructuring the relationship which could lead to the early termination of the agreement, or cause the physician to stop referring patients to the centers.

The level of our current and future debt could have an adverse impact on our business.

We have substantial debt outstanding, including debt we incurred to finance the DVA Renal Healthcare acquisition. In addition, we may incur additional indebtedness in the future. The high level of our indebtedness, among other things, could:

• make it difficult for us to make payments on our debt securities;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

• expose us to interest rate fluctuations to the extent we have variable rate debt;

• limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds.

If additional debt financing is not available when required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material adverse effect on our operating results and financial condition.

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on our indebtedness and to fund planned capital expenditures and expansion efforts, including any strategic acquisitions we may make in the future, will depend on our ability to generate cash. This, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.

We cannot assure that our business will generate sufficient cash flow from operations in the future, that our currently anticipated growth in revenue and cash flow will be realized on schedule or that future borrowings will be available to us in an amount sufficient to enable us to service our indebtedness, including the senior and senior subordinated notes, or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. Our senior secured credit facilities are secured by substantially all of our and our subsidiaries’ assets. As such, our ability to refinance our debt or seek additional financing could be limited by such security interest. We cannot assure that we will be able to refinance our indebtedness on commercially reasonable terms or at all.

If the current shortage of skilled clinical personnel continues or if we experience a higher than normal turnover rate, we may experience disruptions in our business operations and increases in operating expenses.

We are experiencing increased labor costs and difficulties in hiring nurses due to a nationwide shortage of skilled clinical personnel. We compete for nurses with hospitals and other health care providers. This nursing

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shortage may limit our ability to expand our operations. If we are unable to hire skilled clinical personnel when needed, or if we experience a higher than normal turnover rate for our skilled clinical personnel, our operations and treatment growth will be negatively impacted, which would result in reduced revenues, earnings and cash flows.

The integration of DVA Renal Healthcare’s clinical, billing and collection systems into our operations is significant and the failure to successfully integrate the systems could have a material adverse effect on our revenue, cash flows and operating results.

The integration of DVA Renal Healthcare requires the successful implementation of uniform information technology systems, including billing and collections systems. We may experience difficulties in our ability to successfully bill and collect for services rendered as a result of our upgrade and integration of the billing and collection systems. We may experience difficulties in effectively implementing these and other systems across our operations, including DVA Renal Healthcare. The failure to successfully integrate these and other systems could have a material adverse impact on our revenues, cash flows and operating results.

If DVA Renal Healthcare does not comply with its corporate integrity agreement, or DVA Renal Healthcare otherwise has failed or fails to comply with applicable government regulations to its operations, we could be subject to additional penalties and otherwise may be materially harmed.

DVA Renal Healthcare entered into a settlement agreement with the Department of Justice and certain agencies of the United States government relating to the Department of Justice’s investigation of DVA Renal Healthcare’s Medicare and Medicaid billing practices and its relationships with physicians and pharmaceutical manufacturers. If DVA Renal Healthcare does not comply with the terms of the corporate integrity agreement or otherwise has failed or fails to comply with the extensive federal, state and local government regulations applicable to its operations, we could be subject to additional penalties, including monetary penalties or exclusion from participation in government programs, and otherwise may be materially harmed. The costs associated with compliance with the corporate integrity agreement and cooperation with the government are substantial and may be greater than we currently experience. In addition, as a result of the settlement agreement, commercial payors and other third parties may initiate legal proceedings against DVA Renal Healthcare related to the billing practices and other matters covered by the settlement agreement.

If we lose the services of a significant number of DVA Renal Healthcare’s medical directors, our results of operations could be harmed.

Certain of DVA Renal Healthcare’s contracts with its medical directors provide that the contract is terminable upon a change of control of DVA Renal Healthcare. These termination provisions were triggered by our acquisition of DVA Renal Healthcare. If we lose the services of a significant number of DVA Renal Healthcare’s medical directors and if they set up competing centers and our patients decide to receive treatments at their centers, our results of operations may be harmed.

Our alliance and product supply agreement with Gambro Renal Products Inc. will limit our ability to achieve cost savings with respect to products and equipment we are required to purchase under this agreement.

On August 25, 2006, we amended our alliance and product supply agreement with Gambro Renal Products Inc., a subsidiary of Gambro AB, pursuant to which we are required to purchase from Gambro Renal Products specified percentages of hemodialysis products, supplies and equipment at fixed prices. The amended supply agreement, among other things, reduces our purchase obligations with respect to our requirements for such products, supplies and equipment and permits the termination of our obligations with respect to certain products under certain circumstances. The amended supply agreement continues to require us to purchase a significant majority of our hemodialysis product supplies and equipment at fixed prices and may limit our ability to realize future cost savings in regard to products and equipment for which we remain obligated to make purchases under the agreement. For the nine months ended September 30, 2006, our total spending on hemodialysis products, supplies and equipment was approximately 8% of our total operating costs.

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Our ability to effectively provide the services we offer could be negatively impacted if certain of our suppliers are unable to meet our needs, which could substantially reduce our revenues, earnings and cash flows.

We have significant suppliers that are either the sole or primary source of products critical to the services we provide or to which we have committed obligations to make purchases, including Amgen, Gambro Renal Products, Baxter Healthcare Corporation, as well as others. If any of these suppliers are unable to meet our needs for the products they supply and we are not able to find adequate alternative sources, our revenues, earnings and cash flows could be substantially reduced.

Provisions in our charter documents, compensation programs and Delaware law may deter a change of control that our stockholders would otherwise determine to be in their best interests.

Our charter documents include provisions that may deter hostile takeovers, delay or prevent changes of control or changes in our management, or limit the ability of our stockholders to approve transactions that they may otherwise determine to be in their best interests. These include provisions prohibiting our stockholders from acting by written consent, requiring 90 days advance notice of stockholder proposals or nominations to our Board of Directors and granting our Board of Directors the authority to issue up to five million shares of preferred stock and to determine the rights and preferences of the preferred stock without the need for further stockholder approval. In addition, on November 14, 2002, the Board of Directors approved a shareholder rights plan that would substantially dilute the interest sought by an acquirer that our Board of Directors does not approve.

Most of our outstanding employee stock options include a provision accelerating the vesting of the options in the event of a change of control. We also maintain a change of control protection program for our employees who do not have a significant number of stock awards, which provides for cash bonuses to the employees in the event of a change of control which has been in place since September 2001. Based on the shares of our common stock outstanding and the market price of our stock on September 30, 2006, these cash bonuses would total approximately $233 million if a control transaction occurred at that price and our Board of Directors did not modify the program. These compensation programs may affect the price an acquirer would be willing to pay.

We are also subject to Section 203 of the Delaware General Corporation Law that, subject to exceptions, would prohibit us from engaging in any business combinations with any interested stockholder, as defined in that section, for a period of three years following the date on which that stockholder became an interested stockholder. These restrictions may discourage, delay or prevent a change in the control of our Company.

These provisions may discourage, delay or prevent an acquisition of our Company at a price that our stockholders may find attractive. These provisions could also make it more difficult for our stockholders to elect directors and take other corporate actions and could limit the price that investors might be willing to pay for shares of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Stock Repurchases

On September 11, 2003, we announced that the Board of Directors authorized the repurchase of up to $200 million of our common stock, with no expiration date. On November 2, 2004, we announced that the Board of Directors approved an increase in our authorization to repurchase shares of our common stock by an additional $200 million. We are authorized to make purchases from time to time in the open market or in privately negotiated transactions, depending upon market conditions and other considerations. However, under the terms of the Credit Facility and the indentures governing our senior and senior subordinated notes, we have share repurchase limitations.

There were no repurchases of our common stock during the three-month period ended September 30, 2006. We have approximately $249 million available from Board authorizations to repurchase shares of our common stock as of September 30, 2006.

Items 3, 4 and 5 are not applicable

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Item 6. Exhibits.

(a) Exhibits

Exhibit Number
10.1	Amended and Restated Alliance and Product Supply Agreement dated as of August 25, 2006, among Gambro Renal Products, Inc., DaVita Inc. and Gambro AB. ü**
10.2	Form of Non-Qualified Stock Option Agreement – Employee (DaVita Inc. 2002 Equity Compensation Plan) (1)*
10.3	Form of Non-Qualified Stock Option Agreement (DaVita Inc. 1999 Non-Executive Officer and Non-Director Equity Compensation Plan (1)*
10.4	Form of Restricted Stock Units Agreement – Employee (DaVita Inc. 2002 Equity Compensation Plan (1)*
10.5	Form of Stock Appreciation Rights Agreement – Employee (DaVita Inc. 2002 Equity Compensation Plan (1)*
10.6	Amended Director Compensation Philosophy and Plan (2)
10.7	Amended and Restated 2002 Equity Compensation Plan (2)*
10.8	September 18, 2001 DaVita Inc. Change in Control Bonus Program. ü
12.1	Ratio of earnings to fixed charges. ü
31.1	Certification of the Chief Executive Officer, dated November 3, 2006, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
31.2	Certification of the Chief Financial Officer, dated November 3, 2006, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
32.1	Certification of the Chief Executive Officer, dated November 3, 2006, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü
32.2	Certification of the Chief Financial Officer, dated November 3, 2006, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü

ü Filed herewith.

* Management contract or executive compensation plan or agreement

** Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the SEC.

(1) Filed on October 18, 2006 as an exhibit to the Company’s Current Report on Form 8-K.

(2) Filed on July 31, 2006 as an exhibit to the Company’s Current Report on Form 8-K

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DAVITA INC.
By:	/s/    JAMES K. HILGER
	James K. Hilger Vice President and Controller*

Date: November 3, 2006

* Mr. Hilger has signed both on behalf of the registrant as a duly authorized officer and as the Registrant’s principal accounting officer.

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INDEX TO EXHIBITS

Exhibit Number
10.1	Amended and Restated Alliance and Product Supply Agreement dated as of August 25, 2006, among Gambro Renal Products, Inc., DaVita Inc. and Gambro AB. ü**
10.2	Form of Non-Qualified Stock Option Agreement - Employee (DaVita Inc. 2002 Equity Compensation Plan) (1)*
10.3	Form of Non-Qualified Stock Option Agreement (DaVita Inc. 1999 Non-Executive Officer and Non-Director Equity Compensation Plan (1)*
10.4	Form of Restricted Stock Units Agreement – Employee (DaVita Inc. 2002 Equity Compensation Plan (1)*
10.5	Form of Stock Appreciation Rights Agreement – Employee (DaVita Inc. 2002 Equity Compensation Plan (1)*
10.6	Amended Director Compensation Philosophy and Plan (2)
10.7	Amended and Restated 2002 Equity Compensation Plan (2)*
10.8	September 18, 2001 DaVita Inc. Change in Control Bonus Program. ü
12.1	Ratio of earnings to fixed charges. ü
31.1	Certification of the Chief Executive Officer, dated November 3, 2006, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
31.2	Certification of the Chief Financial Officer, dated November 3, 2006, pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ü
32.1	Certification of the Chief Executive Officer, dated November 3, 2006, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü
32.2	Certification of the Chief Financial Officer, dated November 3, 2006, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ü

ü Filed herewith.

* Management contract or executive compensation plan or agreement

** Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the SEC.

(1) Filed on October 18, 2006 as an exhibit to the Company’s Current Report on Form 8-K.

(2) Filed on July 31, 2006 as an exhibit to the Company’s Current Report on Form 8-K

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EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT

EXECUTION COPY

AMENDED AND RESTATED

ALLIANCE AND PRODUCT SUPPLY AGREEMENT

among

GAMBRO RENAL PRODUCTS, INC.,

DAVITA INC.

and

GAMBRO AB

dated as of August 25, 2006

[DELETED] = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.

Execution Copy

Table of Contents

		Page
Article I DEFINITIONS		2
SECTION 1.01.	Certain Defined Terms	2
SECTION 1.02.	Additional Definitions	5
Article II SCOPE		6
SECTION 2.01.	Oversight and Guidance	6
SECTION 2.02.	Cooperation	6
SECTION 2.03.	Data Supply	7
SECTION 2.04.	Clinical Trial Participation	7
SECTION 2.05.	Sales	7
SECTION 2.06.	No Re-Sale	7
SECTION 2.07.	Access to Product Portfolio	7
Article III STEERING COMMITTEE		7
SECTION 3.01.	Steering Committee	7
SECTION 3.02.	Relationship Managers	9
SECTION 3.03.	Access to Managers	9
SECTION 3.04.	Review Meetings and Progress Reports	9
SECTION 3.05.	Issue Resolution	9
Article IV PRODUCT CHANGES AND TERMINATIONS		10
SECTION 4.01.	Material Changes	10
SECTION 4.02.	Cessation of Production	10
SECTION 4.03.	Improved Products	11
SECTION 4.04.	Developmental Products	11
SECTION 4.05.	New Products	11
SECTION 4.06.	Optional Products	12
SECTION 4.07.	[DELETED]	12
Article V REGULATORY COOPERATION		12
SECTION 5.01.	Regulatory Action	12
Article VI OWNERSHIP OF INTELLECTUAL PROPERTY		12
SECTION 6.01.	Continuing Ownership	12
SECTION 6.02.	Exclusive Ownership	12
SECTION 6.03.	Joint Inventions	12
Article VII PURCHASE REQUIREMENTS		13
SECTION 7.01.	Purchase Requirements	13
SECTION 7.02.	Installation; Training; Transition; Acquisitions	15
SECTION 7.03.	Supplier’s Agreement to Supply	16
SECTION 7.04.	Bloodlines	16
SECTION 7.05.	Spare Parts	16
SECTION 7.06.	[DELETED]	16

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SECTION 7.07.	Safety Needles	17
SECTION 7.08.	[DELETED]	17
SECTION 7.09.	[DELETED]	18
SECTION 7.10.	[DELETED] Dry Concentrate [DELETED]	18
Article VIII FORECASTS, PURCHASE ORDERS, FULFILLMENT		18
SECTION 8.01.	Rolling Forecasts	18
SECTION 8.02.	Purchase Orders	19
SECTION 8.03.	Terms of Agreement Govern	20
SECTION 8.04.	Supply Obligations.	20
SECTION 8.05.	Inability to Supply	21
SECTION 8.06.	Delivery	21
SECTION 8.07.	Returned Goods	23
Article IX PRICES; PAYMENT		23
SECTION 9.01.	Price	23
SECTION 9.02.	Price Amendments	24
SECTION 9.03.	Payment Terms	24
SECTION 9.04.	Taxes	24
Article X PRODUCT RELATED WARRANTIES AND COVENANTS		24
SECTION 10.01.	Warranty	24
SECTION 10.02.	Dialyzers	25
SECTION 10.03.	Limitations on Use	25
Article XI REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; INSURANCE		26
SECTION 11.01.	Mutual Representations	26
SECTION 11.02.	Indemnification	28
SECTION 11.03.	Insurance	30
SECTION 11.04.	Parent Guaranty	30
Article XII TERM AND TERMINATION		30
SECTION 12.01.	Initial Term	30
SECTION 12.02.	Extension to Initial Term	30
SECTION 12.03.	Termination for Cause	31
SECTION 12.04.	Survival	31
Article XIII FORCE MAJEURE; HARDSHIP EVENTS		32
SECTION 13.01.	Force Majeure	32
SECTION 13.02.	Hardship Events	32
SECTION 13.03.	Recall	32
Article XIV ARBITRATION		33
SECTION 14.01.	Arbitration	33
Article XV CONFIDENTIAL INFORMATION		34
SECTION 15.01.	Confidential Information	34

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SECTION 15.02.	Required Disclosure	35
SECTION 15.03.	Return of Confidential Information	35
SECTION 15.04.	Public Announcements	35
Article XVI MISCELLANEOUS		35
SECTION 16.01.	Notice	35
SECTION 16.02.	Entire Agreement	36
SECTION 16.03.	Assignment	36
SECTION 16.04.	Amendment	37
SECTION 16.05.	Waiver	37
SECTION 16.06.	Specific Performance	37
SECTION 16.07.	Governing Law	37
SECTION 16.08.	Order of Precedence	38
SECTION 16.09.	Counterparts	38
SECTION 16.10.	Open Records	38
SECTION 16.11.	Compliance with the Purchaser’s Vendor Policy	38
SECTION 16.12.	Corporate Integrity Agreement	38
SECTION 16.13.	[DELETED]	39

EXHIBITS and SCHEDULES

Schedule A – Steering Committee Members, Relationship Managers, Designated Executive Officers

Schedule B – Withdrawn Products

Schedule C – Existing Obligations

Schedule D – [DELETED]

Schedule E – [DELETED]

Schedule F – Medical Advisory Board Members

Schedule G – [DELETED]

Exhibit 1 – Products and Product Prices

Exhibit 1-A – Optional Products

Exhibit 2 – Standard Warranties

Exhibit 3 – Vendor Relations Policies and Procedures

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AMENDED AND RESTATED

ALLIANCE AND PRODUCT SUPPLY AGREEMENT

AMENDED AND RESTATED ALLIANCE AND PRODUCT SUPPLY AGREEMENT (this “APS Agreement”), dated as of October 5, 2005 (the “Effective Date”), as amended by that certain First Amendment entered into in March, 2006, and as further amended and restated as of August 25, 2006 (“Amended Effective Date”), among GAMBRO RENAL PRODUCTS, INC., a Colorado corporation (the “Supplier”), DAVITA INC., a Delaware corporation (the “Purchaser”), and, solely for purposes of Section 11.04, GAMBRO AB, a company organized under the laws of the Kingdom of Sweden (“Parent”).

RECITALS

WHEREAS, the Purchaser and Gambro, Inc., a Colorado corporation (the “Seller”) entered into a Stock Purchase Agreement, dated as of December 6, 2004 (the “Purchase Agreement”), which subsequently closed on October 5, 2005, pursuant to which the Seller sold to the Purchaser all the issued and outstanding shares of common stock of Gambro Healthcare, Inc., a Tennessee corporation (“GUS”), which owned and operated a network of dialysis clinics at various locations in the United States, all as more particularly set forth in the Purchase Agreement;

WHEREAS, the Parties have agreed, among other things, to cooperate in the areas of clinical research, medical outcomes, clinic productivity, product development, and education; and to establish a steering committee to, among other things, develop, implement and monitor the cooperative relationship established between the Parties as well as to oversee and negotiate or make determinations required under this APS Agreement;

WHEREAS, the Supplier and its Affiliates are engaged in the business of developing, manufacturing and marketing, among other things, (a) products for hemodialysis, peritoneal dialysis, intensive care and certain types of extra-corporeal therapies, including apheresis, and (b) water purification systems;

WHEREAS, the Purchaser and its Affiliates own and control Clinics, as defined hereunder, that require certain products manufactured and marketed by the Supplier, its Affiliates and/or licensees, and the Purchaser has agreed to purchase its requirements for such Clinics from the Supplier, its Affiliates and/or licensees; and

WHEREAS, the Supplier has agreed to supply the Purchaser’s requirements for such products;

[DELETED]

NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties, covenants and agreements contained herein, [DELETED] and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

Capitalized terms defined in the Purchase Agreement are used herein as therein defined and the interpretations and rules of construction therein shall apply hereto.

SECTION 1.01. Certain Defined Terms. For purposes of this APS Agreement:

“Affiliate” means, with respect to any specified Party, any other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Party.

“Clinics” means all of the dialysis clinics, including any successors or assigns thereof that are or become owned, controlled, or managed by, the Purchaser or any of its Affiliates in the U.S., including dialysis clinics in the State of New York as well as all dialysis clinics that are minority-owned and indirectly owned by the Purchaser or any of its Affiliates in the U.S., including dialysis clinics in the State of New York, but excluding all clinics that are sold by the Purchaser or its Affiliates on or after the Effective Date.

“Clinical Development” means the development of clinical protocols, clinical evaluation site selection, clinical patient selection, and clinical trial management to support the preparation and filing of all applicable Regulatory Filings, and obtaining all necessary regulatory, reimbursement and pricing approvals in the United States with respect to a Developmental Product.

[DELETED]

“Confidential Information” means all proprietary information and materials (whether or not patentable), disclosed by one Party to the other Party, irrespective of the manner in which a Party disclosed such information, in furtherance of this APS Agreement, including inventions, data and information related to clinical trials and protocols, substances, formulations, techniques, methodology, equipment, data, reports, correspondence, know-how, manufacturing documentation and sources of supply, as well as the existence and terms of this APS Agreement.

“Current Machines” means [DELETED].

“Data” means (a) all data (including clinical and medical outcome, as well as [DELETED] data), reports and information tracked by Purchaser as of the Effective Date in connection with Pre-Clinical Development and Clinical Development of Developmental Products; (b) all information tracked by Purchaser as of the Effective Date, relating to clinical research, to medical outcomes, and to [DELETED] when Products purchased hereunder (including New Products and Improved Products) are used in treatments; (c) all information relating to the performance of Products purchased hereunder (including New Products and Improved Product); (d) information relating to Education; and (e) all data necessary for

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regulatory filings on Products, Developmental Products and Improved Products purchased or included in a Clinical Trial hereunder.

“Designated Executive Officers” means, at any time, the Designated Executive Officers identified on Schedule A, as such Schedule may be amended at any time by either Party, but only with respect to the identity of such amending Party’s Designated Executive Officer.

“Developmental Product” means any product that is proposed to be, or is being, developed by either Party through the process outlined in Section 4.04 for use in the Field.

“Disclosing Party” means, with respect to any Confidential Information, the Party that provides, directly or indirectly, its Confidential Information to the Receiving Party.

“Dry Concentrate” means, [DELETED].

“Education” means training health care professionals in the use of the Products, New Products or Developmental Products or in the proper documentation of services provided utilizing same.

“Extra-corporeal Therapies” means the collection, purification and/or treatment (including apheresis and leukopheresis) of blood or blood components outside the body using products manufactured or marketed by the Supplier, its Affiliates and/or licensees.

“FDA” means the United States Food and Drug Administration.

“Field” means the treatment of chronic and acute (temporary) organ failures via dialysis, including hemodialysis, intensive care treatments, peritoneal dialysis, and related treatments, including apheresis.

“Force Majeure” means a circumstance beyond the control of a Party, including acts of war (whether declared or undeclared) or terrorism; fire, flood, or other natural catastrophe; riot, strikes or work stoppages for any reason; embargo or other government action, including the enactment of any law that restricts or prohibits the providing of the Products or the providing of healthcare services utilizing the Products.

[DELETED]

“HD Products” means machines, single-use and re-use dialyzers, cassettes, bloodlines, disposables, dry and liquid concentrates, solutions, and access devices, including needles and catheters, in each case for hemodialysis.

“IC Products” means machines; dialyzers; cassettes; tubing sets; disposables; access devices, including needles and catheters; and solutions, in each case for intensive care or the types of Extra-corporeal Therapies for which the Supplier’s, its Affiliates’ and/or licensees’ machines have received 510K clearance from the FDA.

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“Improved Product” means any product that (a) is a new version, model and/or other improvement of, and (b) has the same basic functionality as, an existing HD Product, Water Purification Product and/or IC Product set forth on Exhibit 1 as of the Effective Date.

“Inability to Supply” means the Supplier’s failure for any reason to supply the Purchaser with any Products that the Supplier is required to supply pursuant to Article VII and Section 8.04(a).

“Intellectual Property” means (a) inventions (whether filed as patent applications of not), patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how, and (e) registrations and applications for registration of the foregoing.

[DELETED]

“Machines” means [DELETED].

“Material Change” and cognates thereof means a variation in a Product that would require (a) retraining of clinic personnel, (b) modifications in other Products in order to use the Product that is Materially Changed, or (c) submission of the Product that is Materially Changed to the FDA for 510K clearance.

“New Product” means a product for use in hemodialysis, peritoneal dialysis, renal intensive care and Extra-corporeal Therapies that has a basic functionality different from any Product specified on Exhibit 1 to the APS Agreement.

“Optional Products” means those Products specified on Exhibit 1-A to this APS Agreement, as such Exhibit may be amended from time to time in accordance with the terms of this APS Agreement.

[DELETED]

“Party” means either the Supplier or the Purchaser, and their respective successors and permitted assigns hereunder, as appropriate.

“Person” means any entity or person excluding Supplier or Purchaser and each or any of their respective Affiliates.

“Pre-Clinical Development” means pre-clinical safety and tolerance studies, including prototype design and development, process development, the collection of data, and the supply of materials (including fluid and blood samples or products).

“Product Liability Claims” means any and all claims by users of Products (including patients treated with any Product or their family members, insurers, health care providers, subrogees or assignees) seeking damages for personal injury, death, expense, economic loss (including, without limitation, loss of value of the Product), or any other relief or remedy, arising

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out of or related to any alleged defect in the design or manufacture, labeling, packaging or marketing of any Product.

“Products” means those HD Products, Water Purification Products and IC Products, collectively, specified on Exhibit 1 to this APS Agreement, as such Exhibit shall be amended from time to time in accordance herewith to (a) delete any Products discontinued by the Supplier, its Affiliates and/or licensees, (b) substitute Spare Parts as agreed to by the Parties and (c) include Improved Products and New Products, as agreed pursuant to Section 4.03 and Section 4.05, respectively.

[DELETED]

“Receiving Party” means, with respect to any Confidential Information, the Party that receives such Confidential Information.

“Regulatory Filings” means the preparation and filing of all applicable regulatory documents, and obtaining all necessary regulatory, reimbursement and pricing approvals in the United States.

“Representative” means, as to a Party, such Party’s Affiliates and its and their directors, officers, employees, agents, and advisors (including counsel and accountants).

“Spare Parts” means any replacement parts required for Products utilized in a Clinic.

“UCC” means the Uniform Commercial Code as enacted in the State of New York.

“Water Purification Products” means water purification systems and related parts and materials, whether stand-alone equipment or central water systems, and equipment designed to meet the specifications for a particular Clinic, and any services related thereto, except for installation of stand-alone equipment.

SECTION 1.02. Additional Definitions. The following terms have the meanings set forth in the Sections set forth below:

Definition	Sections
[DELETED]	[DELETED]
[DELETED]	[DELETED]
“Alternate Source”	Section 7.07(a)
“Anti-Kickback Statute”	Section 16.12(b)
“APS Agreement”	Preamble
“Automatic Renewal Period”	Section 12.02
“Breaching Party”	Section 12.03
“CIA”	Section 16.12(a)
“DCS”	Section 8.06(b)(ii)
“EDI”	Section 8.02
“Effective Date”	Preamble
“Extension”	Section 12.02
“FFDCA”	Section 11.01(b)(ii)

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Definition	Sections
“First Renewal Period”	Section 12.02
“GUS”	Recitals
“Hardship Event”	Section 13.02
[DELETED]	[DELETED]
“Initial Term”	Section 12.01
“Insurance Market”	Section 11.03
“Invoiced Amount”	Section 9.03
“Joint Invention”	Section 6.03(a)
“Loss”	Section 11.02(a)
[DELETED]	[DELETED]
[DELETED]	[DELETED]
“Medical Advisory Board”	Section 3.05(c)(ii)
“Modified Bloodlines”	Section 7.04
“New York Courts”	Section 16.07
“Parent”	Preamble
“Price”	Section 9.01
“Product Warranties”	Section 10.01(a)
“Purchase Agreement”	Recitals
“Purchaser”	Preamble
“Purchaser Indemnified Party”	Section 11.02(b)
“Relationship Manager”	Section 3.02
“Second Renewal Period”	Section 12.02
“Seller”	Recitals
“Steering Committee”	Section 3.01(a)
[DELETED]	[DELETED]
“Supplier”	Preamble
“Supplier Indemnified Party”	Section 11.02(a)
“Term”	Section 12.02
“Third Party Product”	Section 3.05(b)
“Third Renewal Period”	Section 12.02
“Warranty Service”	Section 10.01(b)
“Warranty Service Specifications”	Section 10.01(c)
[DELETED]	[DELETED]

ARTICLE II

SCOPE

SECTION 2.01. Oversight and Guidance. The Relationship Managers and the Steering Committee shall have oversight and guidance responsibilities with respect to the Parties’ performance under this APS Agreement, as more fully set forth in Article III.

SECTION 2.02. Cooperation. The Parties hereby agree to cooperate with each other pursuant to the terms of this APS Agreement in the development of products with

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application in the Field. Such cooperation shall be directed, overseen and guided by the Relationship Managers and the Steering Committee, in accordance with the terms of this APS Agreement. Such cooperation shall include the Parties’ cooperating in the following activities: (a) Pre-Clinical Development and Clinical Development of Developmental Products; (b) Data exchange; and (c) Education.

SECTION 2.03. Data Supply. Subject to any confidentiality or other regulatory restriction (including HIPAA and applicable state privacy regulations), the Purchaser agrees to provide the Supplier with reasonable access to requested Data (including samples, if appropriate) collected and/or generated by Purchaser in the ordinary course of Purchaser’s business by the Clinics. Such Data shall at all times be owned by the Purchaser (and may not be resold, transferred, shared or otherwise made available to third parties by the Supplier except with the prior written consent of the Purchaser) and shall be subject to the confidentiality provisions of this APS Agreement. Such Data shall be used solely in connection with (a) assessing the performance of the Products, or the development of New Products or Improved Products and (b) the publication of articles and/or marketing materials based on such Data, provided the use of Data in such articles and marketing material is anonymized and non-attributed.

SECTION 2.04. Clinical Trial Participation. The Supplier may, from time to time, request that the Purchaser cause any Clinic to participate, to the extent commercially reasonable, in clinical trials relating to New Products and/or Developmental Products. The Purchaser agrees to negotiate in good faith the terms and conditions related to such participation, including preparation of a trial protocol to identify the types of Data to be reported.

SECTION 2.05. Sales. The Supplier and the Purchaser agree that all sales of the Products by and between the Supplier and the Purchaser shall be subject exclusively to the terms of this APS Agreement. Nothing in this APS Agreement is intended nor shall it be construed as restricting the Supplier, its Affiliates and/or licensees from selling goods or services (including the Products) to any other Person.

SECTION 2.06. No Re-Sale. The Purchaser agrees that the Products sold under this APS Agreement shall not be re-sold or re-marketed, directly or indirectly, by the Purchaser, and that the Purchaser shall cause its Affiliates not to re-sell or remarket such Products, in each case other than to dialysis centers managed by the Purchaser.

SECTION 2.07. Access to Product Portfolio. During the Term, the Supplier shall provide the Purchaser with access to all Supplier-manufactured products that are approved for use in the U.S. and are commercially available for use in the Field.

ARTICLE III

STEERING COMMITTEE

SECTION 3.01. Steering Committee. (a) Formation of Steering Committee. The Parties shall cooperate in good faith to form a steering committee (the “Steering

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Committee”) as soon as reasonably practicable following the Closing Date. The Steering Committee shall consist of no fewer than four (4) but no more than six (6) members, with the Supplier and the Purchaser each designating the same number of members. Each Party’s Relationship Manager shall be a member of the Steering Committee. The members of the Steering Committee as of the Amended Effective Date are set forth on Schedule A.

(b) Steering Committee Member Replacement. Either Party may at any time upon written notice replace any member of the Steering Committee that it has designated, including such Party’s designated Relationship Manager. In the event a vacancy occurs in the Steering Committee, the Party that appointed the member that has vacated its membership shall promptly designate a substitute member and provide written notice to the other Party of such designation.

(c) Steering Committee Meetings and Responsibilities. The Steering Committee shall meet as necessary, but at least once each during each calendar quarter, or as otherwise agreed in writing by the Parties. The Steering Committee shall, at a minimum:

(i) ensure each Party is performing its obligations under this APS Agreement;

(ii) coordinate the Parties’ activities relating to (A) Pre-Clinical Development and Clinical Development of Development Products; (B) the exchange of Data, and (C) Education;

(iii) negotiate prices for Improved Products and New Products as set forth in Section 4.03 and Section 4.05, respectively; and

(iv) attempt in good faith to resolve any issue presented to the Steering Committee by a Relationship Manager.

(d) Steering Committee Decisions. Each Party shall have one (1) vote on the Steering Committee, and a quorum of the Steering Committee shall require at least two (2) representatives from each Party. All decisions of the Steering Committee shall be by unanimous vote and documented in a writing signed by the Steering Committee members participating in such decision. The Steering Committee shall not have the power to amend this APS Agreement, provided, that the Steering Committee shall have the power to amend Exhibit 1 solely with respect to the price of New Products or Improved Products the parties have mutually agreed to include under this APS Agreement.

(e) Formation of Subcommittees. If and when required under this APS Agreement, or as the Steering Committee shall determine necessary or appropriate, the Steering Committee shall establish, appoint and oversee subcommittees in its discretion. Each subcommittee shall meet as directed by the Steering Committee, and shall report to the Steering Committee as requested. Any such subcommittee shall include at least two members, and such members shall be appointed, in equal number, by each Party’s Relationship Manager. Such representatives may, but need not, be members of the Steering Committee.

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SECTION 3.02. Relationship Managers. In addition to the Steering Committee, each Party shall designate an individual (each a “Relationship Manager”) who shall serve as the primary representative to the other Party with respect to managing the relationship of the Parties under this APS Agreement and who shall report to the other members of the Steering Committee. The Relationship Manager for each Party shall have overall responsibility for managing and coordinating the performance of such Party’s obligations under this APS Agreement and for coordination with such Party’s personnel. The Supplier Relationship Manager and Purchaser Relationship Manager as of the Amended Effective Date are set forth on Schedule A. The Supplier Relationship Manager and the Purchaser Relationship Manager shall work with and make reports to each other on a regular basis, and no less than semi-monthly, with respect to issues that arise regarding this APS Agreement. Each Relationship Manager shall be deemed to have authority to issue, execute, grant or provide any requests, notices or other communications required hereunder or requested by the other Party in connection with this APS Agreement.

SECTION 3.03. Access to Managers. The Supplier shall ensure that the Purchaser has adequate access to the Supplier Relationship Manager, and that such Relationship Manager responds to and has sufficient time to service the Purchaser hereunder to the reasonable satisfaction of the Purchaser. The Purchaser shall ensure that the Supplier has adequate access to the Purchaser Relationship Manager and that such Relationship Manager responds to and has sufficient time to service the Supplier hereunder to the reasonable satisfaction of the Supplier.

SECTION 3.04. Review Meetings and Progress Reports. Upon the reasonable request of either Party’s Relationship Manager, and with reasonable notice, each Party’s Relationship Manager, as well as appropriate additional personnel involved in the performance of this APS Agreement, shall meet at a location mutually agreed to by the Parties or conduct a teleconference or videoconference meeting, to discuss this APS Agreement. At each such meeting and whenever reasonably requested by either Party and with reasonable notice, each Party shall provide the other Party with a written status report that identifies any problem or circumstance encountered by the Party, or that the Party gained knowledge of during the period since the last such status report, that may prevent or tend to prevent the Party from completing any of its obligations under this APS Agreement. If applicable, the Party shall identify the cause of any identified problem or circumstance and steps taken or proposed to be taken by the Party to remedy the problem or circumstance.

SECTION 3.05. Issue Resolution.

(a) Internal Resolution Process. In the event of any issue, controversy or claim arising out of or relating to this APS Agreement, including any disagreement between the Relationship Managers, the Relationship Managers shall attempt in good faith to resolve such issue promptly. In the event that the Relationship Managers cannot resolve any such issue within twenty (20) U.S. business days after the matter has been brought to their attention, the Designated Executive Officers will negotiate in good faith to resolve the dispute. In the event that the Designated Executive Officers cannot resolve an issue, controversy or claim arising out of or relating to this APS Agreement within twenty (20) U.S. business days after the matter has been brought to their attention, such dispute shall be settled by final and binding arbitration pursuant to Article XIV.

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(b) [DELETED]

(c) [DELETED]

(iii) The Medical Advisory Board shall be composed of three (3) board-certified nephrologists to be chosen as follows: Within 30 days after the Amended Effective Date, each party shall designate one nephrologist, and those two nephrologists shall agree upon and designate a third nephrologist. If, within that 30-day period, the third nephrologist is not selected, the selection of the third nephrologist shall be referred to the Designated Executives who will have an additional fifteen (15) days to agree and make a designation. Replacements of any individual members of the Medical Advisory Board in the future shall occur in a like manner as outlined above.

ARTICLE IV

PRODUCT CHANGES AND TERMINATIONS

SECTION 4.01. Material Changes. The Supplier shall provide reasonable, and in no event less than six (6) months, prior written notice to the Purchaser when contemplating making any Material Changes. The Purchaser shall use its commercially reasonable efforts to review all such proposed Material Changes in an expeditious manner, but shall incur no liability in connection with such review or any failure to make such review, nor shall such review relieve the Supplier from any warranty obligation or any other obligation set forth herein. In the event that a Product undergoes a Material Change such that it becomes an Improved Product or a New Product, its inclusion in this APS Agreement shall be subject to Section 4.03 and Section 4.05.

SECTION 4.02. Cessation of Production. In the event that the Supplier, its Affiliates and/or licensees decides to cease producing any Product, the Supplier shall notify the Purchaser of its intent to withdraw such Product at least [DELETED] before such withdrawal. Except as shown on Schedule B, the Supplier has no current plans to withdraw any Products within [DELETED] of the Amended Effective Date. The Purchaser will have a minimum of [DELETED] from the date of such notice to place orders for such Product without quantity restrictions; provided, that the Purchaser promptly tenders to the Supplier a good faith forecast, complying with the terms of Article VIII, of the Purchaser’s requirements and allowing a commercially reasonable lead time for the Supplier, its Affiliates and/or licensees to produce such requirements. The Supplier, its Affiliates and/or licensees will maintain the capability to supply agreed upon Products, including Spare Parts, for a period to be agreed by the Parties, but in no event less than [DELETED] after withdrawal of such Products. In addition, after discontinuing any Product, the Supplier, its Affiliates and/or licensees shall maintain a reasonable supply of warranty replacements therefor for the remainder of all applicable warranty periods and an adequate supply of Spare Parts for the reasonable expected useful life of such Product.

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SECTION 4.03. Improved Products. (a) The Supplier may, at any time, propose an amendment to Exhibit 1 to include one or more Improved Products as a “Product” and/or, provided that the Supplier is in compliance with Section 4.02, to remove one or more Products from Exhibit 1. Upon the delivery of a proposed amendment to Exhibit 1 to Purchaser in connection with the addition of an Improved Product, the Relationship Managers shall negotiate in good faith to determine a market price for each such Improved Product. The market price for any Improved Product shall be based on [DELETED] following amendment of Exhibit 1 to add such Improved Product. Upon determination of a mutually acceptable market price for such Improved Product(s), such proposed amendment to Exhibit 1, which shall include that market price, shall be executed by the parties.

(b) [DELETED]

(iv) If Supplier in good faith disputes or does not agree with Purchaser’s position, then Supplier may pursue such dispute by submitting written notice, including objective evidence that supports Supplier’s position, to the Relationship Managers, with the ultimate determination and resolution to be made pursuant to Section 3.05(a).

(c) If the Relationship Managers are unable to resolve the price for an Improved Product within twenty (20) days, the issue shall be treated as specified in Section 3.05(a), except that if the Designated Executive Officers are unable to resolve such issue within twenty (20) U.S. business days after the matter has been brought to their attention, or earlier at the agreement of the Parties, Exhibit 1 shall be amended to reflect [DELETED].

(d) Notwithstanding anything to the contrary in Section 3.05(a), in the event that Exhibit 1 has been amended pursuant to Section 4.03(c) to reflect the [DELETED] of any Improved Product, the price of which is in dispute, either Party may, within twenty (20) days from the date of such amendment, immediately seek binding arbitration pursuant to Article XIV. Following a decision resulting from such arbitration procedure, the Parties shall adjust the amounts paid prior to such final price determination, in accordance with such determination.

(e) [DELETED]

SECTION 4.04. Developmental Products. Either Party may propose a Developmental Product through its Relationship Manager to the other Party’s Relationship Manager. The Relationship Managers shall in good faith consider the advisability of establishing cooperation between the Parties with respect to the development and commercialization of such proposed Developmental Product. Any such cooperation shall be subject to a separate written agreement between the Parties.

SECTION 4.05. New Products. The Purchaser and the Supplier shall negotiate in good faith the amendment of Exhibit 1 to include one or more New Products as a “Product” at any time and Exhibit 1 shall only be amended on the mutual agreement of the Parties. The price being charged to the Purchaser for any New Product shall be based on all

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relevant factors including [DELETED] in respect of such New Product for the [DELETED] to add such New Product.

SECTION 4.06. Optional Products. Notwithstanding anything in this APS Agreement to the contrary, unless required pursuant to a binding forecast, Purchaser may, but shall have no obligation to, purchase Optional Products from Supplier and Supplier may, but shall have no obligation to, supply Optional Products to Purchaser. Unless otherwise agreed to by the parties, pricing for Optional Products shall be as set forth in Exhibit 1-A.

SECTION 4.07. [DELETED]

ARTICLE V

REGULATORY COOPERATION

SECTION 5.01. Regulatory Action. Each Party shall promptly inform the other Party of any regulatory action of which it is aware that would materially and adversely affect any Product in the United States.

ARTICLE VI

OWNERSHIP OF INTELLECTUAL PROPERTY

SECTION 6.01. Continuing Ownership. Each Party acknowledges that any Intellectual Property of the other Party or its Affiliates is and shall continue to be owned by such other Party and its Affiliates, respectively, subject only to any licenses that may from time to time be granted by one Party to another.

SECTION 6.02. Exclusive Ownership. Any inventions, discoveries, improvements, modifications, alterations or enhancements, including those in Developmental Products, New Products and Improved Products that are made, conceived, discovered or reduced to practice solely by the employees or contractors of a Party or the employees or contractors of its Affiliates, during and in the course of performance under this APS Agreement, together with all Intellectual Property rights therein, shall be owned exclusively by such Party or its Affiliates and shall be included in the Intellectual Property of such Party.

SECTION 6.03. Joint Inventions. (a) Any invention that is conceived, discovered or reduced to practice jointly by the employees or contractors of both Parties or their Affiliates pursuant to performance under this APS Agreement (a “Joint Invention”), including Joint Inventions relating to Improved Products, New Products or Developmental Products, shall be jointly owned by the Parties without any right or duty of accounting. Expenses relating to any patent filings, patent applications and patent grants covering Joint Inventions shall be shared equally by each Party and the Parties agree to assist and require their employees and contractors and their Affiliate’s employees and contractors, if applicable, to assist in filing and prosecuting such patent applications and securing such patent grants. If either Party elects not to monetarily support the filing, prosecution, or maintenance of a patent application or patent on any such Joint

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Invention in any country, then that Party shall promptly notify the other Party, who may elect to file, continue prosecution or pay maintenance at its own expense. The non-paying Party agrees to assign all its rights, and to require its employees and contractors and the employees and contractors of its Affiliates, if applicable, to assign their rights in such Joint Invention, patent application, and patent to the Party paying the expenses.

(b) In the event that a filing is made for patent protection for any Joint Invention, the Supplier shall have the right, at its option during the [DELETED], upon written notice to the Purchaser, to purchase the Purchaser’s interest in each such Joint Invention. The Purchaser shall, if the Supplier provides timely written notice of its intent to exercise such option, promptly sell such interest to the Supplier. Each such sale shall be made at the [DELETED], as the [DELETED] shall be agreed by the Relationship Managers, subject to the terms of Section 3.05(a).

ARTICLE VII

PURCHASE REQUIREMENTS

SECTION 7.01. Purchase Requirements. (a) The Purchaser shall purchase, and shall cause its Affiliates to purchase, from the Supplier, subject to the terms and conditions of this APS Agreement at the prices set out in Exhibit 1:

(i) No less than [DELETED]% of the [DELETED] requirements of each of the following:

(A) subject to Section 7.06 and Section 7.10, Dry Concentrates [DELETED];

(B) cassettes and Spare Parts for machines manufactured or marketed by Supplier, its Affiliates and/or licensees;

(C) machines that replace [DELETED];

(D) dialysis or apheresis machines that do not replace [DELETED]

(E) single-use dialyzers;

(F) re use dialyzers;

(G) subject to Section 7.06 and Section 7.10, Dry Concentrates for machines [DELETED]; and

(H) any other Product, other than Optional Products, not otherwise specified in this Section 7.01(a)(i).

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(ii) No less than [DELETED]% of the [DELETED] requirements of each of the following:

(A) subject to Section 7.06 and Section 7.10, Dry Concentrates [DELETED];

(B) cassettes and Spare Parts for machines manufactured or marketed by Supplier, its Affiliates and/or licensees;

(C) machines that replace [DELETED];

(D) dialysis or apheresis machines that do not replace [DELETED]

(E) single-use dialyzers;

(F) re use dialyzers;

(G) subject to Section 7.06 and Section 7.10, Dry Concentrates for machines [DELETED]; and

(H) any other Product, other than Optional Products, not otherwise specified in this Section 7.01(a)(ii).

(iii) No less than [DELETED]% of the [DELETED] requirements of each of the following:

(A) subject to Section 7.06 and Section 7.10, Dry Concentrates [DELETED];

(B) cassettes and Spare Parts for machines manufactured or marketed by Supplier, its Affiliates and/or licensees;

(C) machines that replace [DELETED];

(D) dialysis or apheresis machines that do not replace [DELETED]

(E) single-use dialyzers;

(F) reuse dialyzers;

(G) subject to Section 7.06 and Section 7.10, Dry Concentrates for machines [DELETED]; and

(H) subject to Section 7.04, any other Product, other than Optional Products, not otherwise specified in this Section 7.01(a)(iii).

(b) Except as otherwise permitted under this APS Agreement, the Purchaser shall not purchase, and shall cause its Affiliates not to purchase, any product that is a substitute for any Product.

(c) Within thirty (30) days after each calendar quarter, the Purchaser will provide a report to each of the Relationship Managers identifying (i) the Purchaser’s total

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purchases of Products, on a Product category basis as described in paragraph (a) above, during such calendar quarter and (ii) the quantity of such purchases made from the Supplier. Within thirty (30) days after each calendar quarter, the Supplier shall also provide a report to the Relationship Managers reflecting the Supplier’s record of the Products Purchaser bought during the quarter. The Steering Committee will review such quarterly reports at its regular meetings to assure that the Parties’ records concur and that the Purchaser is fulfilling its obligations under this Section 7.01 for the applicable measurement period.

SECTION 7.02. Installation; Training; Transition; Acquisitions.

(a) (i) During the Initial Term and the Automatic Renewal Period, if any, the Supplier shall be responsible for [DELETED] of all dialysis, apheresis and continuous renal replacement therapy machines purchased by Purchaser pursuant to this APS Agreement. In addition, during the Initial Term and the Automatic Renewal Period, if any, the Supplier shall be responsible for [DELETED].

(ii) During the Initial Term and the Automatic Renewal Period, if any, to the extent commercially reasonable, the Supplier shall make available to the Purchaser [DELETED] Supplier’s standard, customary training that it provides to its end-user customers in order to assist the Purchaser in efficiently complying with its obligations under this Article VII.

(iii) During the Initial Term and the Automatic Renewal Period, if any, the Supplier shall install and certify all Water Purification Products purchased hereunder by Clinics.

(iv) The Supplier shall provide [DELETED] to the personnel of the Purchaser as part of the Supplier’s biomed technical training program and will enroll such personnel in the Supplier’s regularly scheduled classes as quickly as possible after the Effective Date. The Purchaser shall pay the Supplier for such training [DELETED] as set out in Exhibit 1, which cost may be amended by the Steering Committee each year during the term of this APS Agreement as part of its responsibility for coordinating the parties’ activities relating to education; and the Purchaser shall require [DELETED] from the Supplier on such terms.

(b) The requirements of this Article VII shall be subject to the obligations of the Purchaser, existing at the Amended Effective Date, each of which are shown on Schedule C and purchases under such obligations shall not be included in any calculation made of the Purchaser’s purchase obligations pursuant to this Article VII for the time period that such obligations are in effect. The Supplier shall have the right to buy out any existing contracts under which the Purchaser currently has purchasing obligations in order to more quickly transition Products under this APS Agreement.

(c) With respect to any clinic acquired by the Purchaser subsequent to the Effective Date, the requirements of this Article VII shall be subject to the existing obligations of such clinic, provided that the Supplier is given prompt notice of such existing obligations and the Supplier shall have the right to buy out any existing contracts under which such

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acquired clinic currently has purchasing obligations in order to more quickly transition Products under this APS Agreement.

SECTION 7.03. Supplier’s Agreement to Supply. During the Initial Term, and, if applicable, the Automatic Renewal Period, the Supplier shall supply to the Purchaser and its Affiliates the Products to be purchased pursuant to this Article VII, subject to the terms and conditions of this APS Agreement at the prices set out in Exhibit 1.

SECTION 7.04. Bloodlines. Except as otherwise provided in this Section 7.04, Purchaser agrees to purchase the applicable percentage set forth in Section 7.01 of its bloodline requirements for [DELETED] the [DELETED] and [DELETED] the [DELETED] in the [DELETED]. In the case of the machines [DELETED], the Parties agree that the Purchaser’s contract with [DELETED], as described in Schedule C to this APS Agreement, has been extended until [DELETED] for the bloodlines required for those machines. To the extent that Purchaser is not obligated under that contract to purchase from [DELETED] its requirement for the bloodlines for the machines [DELETED] in the [DELETED], Purchaser agrees to purchase the applicable percentage as set forth in Section 7.01 of the remainder of such bloodline requirements for such machines from Supplier but only if and to the extent that Supplier’s bloodline products have been effectively modified to meet the current technological standards agreed by the parties as confirmed by Purchaser (the “Modified Bloodlines”). The terms of this APS Agreement with respect to bloodlines for the [DELETED] and the [DELETED] in the [DELETED] shall remain in effect, irrespective of the contract with [DELETED]. As provided above, in the case of the [DELETED] and the [DELETED] in the [DELETED], Purchaser will continue to purchase Supplier’s existing bloodlines to meet the applicable percentage as set forth in Section 7.01 of its requirements until such time as Modified Bloodlines are available. Thereafter, Supplier shall replace its existing bloodlines with such Modified Bloodlines for use with the machines [DELETED], subject to the purchase requirements of Section 7.01. Following the expiration or termination of Purchaser’s contracts with [DELETED], Purchaser’s requirements for the [DELETED] and the [DELETED] shall be [DELETED] and Purchaser shall purchase the applicable percentage as set forth in Section 7.01 of its bloodline requirements for the Clinics, including the [DELETED], using such Modified Bloodlines with the machines [DELETED] and the existing bloodlines with the [DELETED], each as specified on Exhibit 1 as amended from time to time consistent with the provisions herein.

SECTION 7.05. Spare Parts. Supplier will continue to supply [DELETED] Spare Parts to the Purchaser through [DELETED] and refurbished [DELETED] Spare Parts shall be supplied [DELETED] for [DELETED] Spare Parts listed in Exhibit 1 to this APS Agreement.

SECTION 7.06. [DELETED] The parties shall work together cooperatively and in good faith to reach agreement on a [DELETED] and [DELETED], which [DELETED] shall be no later than [DELETED] for the supply of [DELETED], none of such products shall be deemed Products, and the parties’ respective obligations under this Article VII with respect thereto shall terminate.

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SECTION 7.07. Safety Needles. Purchaser hereby [DELETED] Supplier [DELETED] safety needles to Purchaser on the terms and conditions provided herein. Such [DELETED] safety needles shall be implemented as follows:

(a) Purchaser shall provide written notice to Supplier in the event that Purchaser [DELETED] of safety needles [DELETED]. Such notice, which shall be provided not later than thirty (30) days prior to the proposed date that [DELETED], such safety needles shall contain reasonable details with respect to [DELETED] safety needles as well as [DELETED].

(b) Within such thirty (30)-day period, Supplier shall have the right to notify Purchaser that it desires to supply Purchaser’s requirements for safety needles [DELETED].

(c) If Supplier provides such notice to Purchaser and [DELETED], then [DELETED] for safety needles [DELETED] and the Parties will add the alternative needles to Exhibit 1 of the APS Agreement.

(d) If the Supplier does not meet the conditions set forth in (c) within the thirty (30)-day period provided above, Purchaser shall have the [DELETED]; provided, however, that [DELETED] for the purchase of the safety needles from [DELETED] during the term of the APS Agreement, [DELETED] with respect to any safety needles required by Purchaser shall [DELETED] on the same terms as set out in this Section 7.07.

SECTION 7.08. [DELETED]

(a) During the [DELETED] with respect to an [DELETED], the Purchaser’s purchase requirements for such [DELETED] will [DELETED] as set forth below:

(i) [DELETED]: [DELETED]% of the Clinics’ requirements for the applicable [DELETED].

(ii) [DELETED]: [DELETED]% of the [DELETED] requirements for the applicable [DELETED]; [DELETED] going forward after the end of such [DELETED], [DELETED]% of the [DELETED] and the [DELETED] requirements for the applicable [DELETED];

(iii) [DELETED]: [DELETED]% of the [DELETED] requirements for the applicable [DELETED];

(iv) [DELETED]: [DELETED]% of the [DELETED] requirements for the applicable [DELETED];

(v) [DELETED]: [DELETED]% of the [DELETED] requirements for the applicable [DELETED]; and

(vi) [DELETED]: [DELETED]% of the [DELETED] requirements for the applicable [DELETED].

Supplier agrees to [DELETED] or as a result of Seller’s Inability to Supply the [DELETED], including [DELETED], in accordance with and pursuant to Section [DELETED] below. Similarly, Supplier further agrees to [DELETED] as a result of Seller’s Inability to Supply the

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[DELETED] in accordance with and pursuant to Section [DELETED], to the extent that such [DELETED] as of the date hereof.

(b) Notwithstanding Section 7.08(a) above, in the event that any of the [DELETED], Purchaser at its sole option, shall [DELETED] and shall be [DELETED] at any time thereafter (in which case Supplier shall be [DELETED] such Products), [DELETED] if the [DELETED] such Products, [DELETED] (and, upon Purchaser making [DELETED], Supplier shall be [DELETED]) as provided in Section 7.08(b)(i) above, without waiving any or all other rights it may have in respect of the APS Agreement and the Inability to Supply.

SECTION 7.09. [DELETED] (including [DELETED]) for [DELETED], Purchaser will use its reasonable efforts, recognizing Purchaser’s ethical responsibilities to its customers and their patients, [DELETED]. In addition, Purchaser will [DELETED] of such [DELETED] and provide [DELETED]. During any [DELETED] regarding Purchaser, Purchaser’s ability to supply products, or Purchaser’s [DELETED]. Supplier shall, at all times in the course and performance of this APS Agreement, [DELETED]. If, following [DELETED], the [DELETED]. Purchases of any such products permitted by this 7.09 shall be excluded from all purchase commitment calculations.

SECTION 7.10. [DELETED] Dry Concentrate [DELETED]. Supplier has [DELETED] (such [DELETED] product shall be referred to as the [DELETED]); such [DELETED] shall [DELETED] and [DELETED] Purchaser’s [DELETED] as follows: The [DELETED] will deliver [DELETED] according to Purchaser’s current prescription standard [DELETED]. The [DELETED] is currently commercially available for purchase by Purchaser. The [DELETED] will be priced at the same level as the existing [DELETED]. Purchaser shall have the ability to test the [DELETED] for acceptance for use in its Clinics. Provided that the [DELETED] meets the foregoing specifications and the general clinical performance specifications that have been established for the [DELETED], Purchaser may not [DELETED] in those [DELETED] that, as of the Amended Effective Date, use the [DELETED] or other [DELETED].

ARTICLE VIII

FORECASTS, PURCHASE ORDERS, FULFILLMENT

SECTION 8.01. Rolling Forecasts. On the Effective Date, the parties agreed upon an initial 12-month demand forecast, in standard units of purchase, commencing on October 1, 2005. Since the Effective Date, the Parties have developed rolling monthly forecasts as hereinafter provided in this Section 8.01. As of the Amended Effective Date, the Parties have agreed upon the forecast for the twelve (12) month period ending August 31, 2007. The first and second months of each such forecast will be binding on both parties.

(a) No later than fifteen (15) U.S. business days after the beginning of each month following the Effective Date, the Parties shall conduct a monthly forecast review to develop a good-faith rolling monthly national forecast for the following twelve (12) months. At that time, the forecast for the third following month in the relevant forecast will become

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binding (i.e., if the forecast is reviewed in September, the forecast for December becomes binding, October and November having already been made and remaining binding), unless the Parties agree otherwise in writing. Prior to each monthly review, the Supplier will compare the immediate past month’s forecast to actual purchase orders received from the Purchaser. On the basis of that comparison, the Parties will determine what corrective actions and adjustments might be required.

(b) During each monthly forecast review, the Purchaser shall also inform the Supplier about factors that may cause the Purchaser to purchase differently than in the past. Examples of such factors include:

(i) A planned transition from one Product or product type to another Product or product type (e.g., a change in Purchaser’s reuse vs. single use strategy);

(ii) A planned transition from one therapy type to another;

(iii) Plans for new clinics, acquisitions, expansions, and divestitures. The Parties will develop a mutually agreed supply plan to address the supply implications of such changes. These factors will be documented in the monthly forecast review minutes. The Purchaser’s failure to disclose such factors will release the Supplier from any obligation to respond to these conditions in a timely manner and will obligate the Purchaser to compensate the Supplier for any obsolescence and product disposal costs that result from the Purchaser’s failure to disclose these factors to the Supplier.

(c) Each monthly forecast will be signed off by the Parties. If the Purchaser fails to participate or contribute to the process, the Supplier will note that failure in the forecast review minutes and will set the forecast based on the Supplier’s best information. The Supplier will also notify the Purchaser in writing that the Supplier believes that the Purchaser is not making a good-faith effort to participate in and contribute to the forecasting process. The Purchaser will also pay the Supplier for all obsolescence and product disposal costs that result from forecast errors in those months that became binding when the Purchaser failed to participate in the forecast process.

(d) Within fifteen (15) U.S. business days following the close of each calendar quarter, the Parties will determine whether the Purchaser has actually ordered the quantities of Products specified in the binding forecasts for such calendar quarter. In the event actual orders did not equal or exceed the binding forecasts for Products (by categories as defined in Section 7.04), the Seller may invoice, and the Purchaser agrees to pay, [DELETED] percent ([DELETED]%) [DELETED] percent ([DELETED]%) [DELETED].

SECTION 8.02. Purchase Orders. Purchase orders may be communicated from the Purchaser to the Supplier via telephone, U.S. mail, facsimile transmission, Web ordering or by Electronic Data Interface (“EDI”) transaction sets mutually agreed and tested by the Supplier and the Purchaser. The Supplier is under no obligation to use any electronic communication method that would cost the Supplier more than the standard EDI Value Added

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Network (VAN) fees typically charged in the United States market. The Supplier is obligated to pay EDI VAN fees only for the “supplier side” of the transaction mailbox. Purchase orders shall:

(a) be in a form mutually acceptable to the Purchaser and the Supplier;

(b) conform to the terms and conditions of this APS Agreement; and

(c) set forth the following information:

(i) the complete ‘bill to’ and ‘ship to’ address(es);

(ii) catalog number, description and quantity of Products being purchased;

(iii) price per item;

(iv) payment terms;

(v) shipping term as stated herein (i.e., F.O.B. (UCC) shipping point);

(vi) required delivery date, if desired; and

(vii) lift gate and/or inside delivery requirements, if needed.

All orders for capital equipment must be placed through a written purchase order. All orders placed by telephone must be followed up by a written purchase order (faxed or mailed).

SECTION 8.03. Terms of Agreement Govern. No modification or amendment to this APS Agreement shall be effected by or result from the receipt, acceptance, signing or acknowledgement of any purchase order hereunder, Supplier’s quotations, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this APS Agreement. The terms of this APS Agreement shall supersede any provision in any purchase order, invoice or other document (including the Supplier’s policies, practices, catalogs, brochures and the like) that is inconsistent with the terms of this APS Agreement.

SECTION 8.04. Supply Obligations.

(a) Duty to Accept. The Supplier shall accept purchase orders from the Purchaser, subject to the other terms and conditions of this APS Agreement, to the extent such quantity of any Product is no more than [DELETED]% of the quantity of such Product agreed by the Parties in the binding forecast for that month.

(b) No Duty to Accept. The Supplier shall not be obligated to accept purchase orders to the extent the quantity of a Product ordered exceeds the limitation in Section 8.04(a), but shall use commercially reasonable efforts to fill orders for quantities exceeding forecast from the Supplier’s available supplies. In the event that the Supplier, despite the use of its commercially reasonable efforts, is unable to supply such excess quantities to the

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Purchaser, such inability to supply shall not constitute a breach of the Supplier’s obligations under this Article VIII.

(c) Excess Supply Notice. The Supplier shall notify the Purchaser as soon as the Supplier becomes aware that the Purchaser’s orders are exceeding forecast and shall advise the Purchaser of the Supplier’s ability to fill any amounts of such orders in excess of [DELETED]% of the forecast. The Purchaser shall notify the Supplier as soon as the Purchaser becomes aware that the Purchaser’s requirements for any Product will exceed the forecast of such Product.

SECTION 8.05. Inability to Supply.

(a) Notice. The Supplier shall provide the Purchaser with a written notice of an Inability to Supply as promptly as practicable, but in no event more than ten (10) days after the Supplier becomes aware of an Inability to Supply. In the event that the Purchaser reasonably believes that an Inability to Supply exists, the Purchaser shall provide the Supplier with written notice of such belief and the Supplier shall respond by written notice within ten (10) days confirming or denying such belief. In the event that Supplier does not provide a written response within such ten (10) day period or fails to ship promptly the Products under open purchase orders that are the subject of the claimed Inability to Supply, the existence of such Inability to Supply shall be deemed to be confirmed.

(b) Alternative Supply. (i) In the event of an Inability to Supply [DELETED], the parties shall reasonably cooperate to establish an alternative supply for those Products for which an Inability to Supply exists, including enabling the Supplier to provide reasonable third-party substitute products.

[DELETED]

(c) [DELETED] The Supplier shall [DELETED] in connection with [DELETED].

(d) Calculations. In the event of an Inability to Supply, any purchases of products made by the Purchaser from third parties in substitution for those Products affected by such Inability to Supply shall be included in any calculation made of the Purchaser’s purchase obligations pursuant to Article VII for the time period that such Inability to Supply exists.

SECTION 8.06. Delivery.

(a) Delivery Dates. The Supplier shall make commercially reasonable efforts to ship or cause to be shipped quantities of Product that the Supplier is obligated to supply pursuant to Section 8.04 for delivery on the dates specified in the Purchaser’s purchase orders submitted and accepted in accordance with this Article VIII. All stated shipment dates are based upon timely receipt of all necessary information from the Purchaser. Alternate delivery arrangements may be agreed upon and must be added to this APS Agreement. If requested by the Purchaser, the Supplier shall provide advance shipping notice in an EDI 856 transaction set.

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(b) Delivery Terms.

(i) Products indicated with an asterisk (*) on Exhibit 1 will be shipped [DELETED] of the Supplier when the shipment meets all of the criteria necessary to allow it to be delivered by the Supplier’s Dedicated Carrier Service (“DCS”). Those criteria are:

(A) The order must include at least [DELETED] pounds of Products (including but not limited to Products marked with an asterisk(*)) in the aggregate.

(B) The destination clinic must be willing to accept the delivery schedule guidelines that are necessary to make DCS deliveries possible.

(C) Standard DCS deliveries will be made [DELETED]. If a facility cannot accommodate such trailers from DCS, or if circumstances prevent the use of the Supplier’s standard delivery methods, including removal and return of drums, or if the facility schedules fewer than seven (7) receiving hours per day (when the facility is open), the Purchaser will be responsible for incremental charges to be reflected on the invoice. (This service is not available for shipments to Alaska or Hawaii). In the event the Supplier’s [DELETED] of the Products [DELETED] by an amount [DELETED] of the contract rates (i.e., cost per 100 pounds) in effect as of the Effective Date, the Supplier [DELETED], and the [DELETED] of such [DELETED] shall be referred to as the [DELETED]); provided, however, that the [DELETED] may not [DELETED] (as defined below) between the [DELETED].

For products marked with an asterisk (*) on Exhibit 1, [DELETED] for all orders that do not meet all of the above DCS criteria.

(ii) All other Products (with the exception of capital equipment, accessories, software, spare parts and manuals) are shipped [DELETED] via surface common carrier [DELETED]. Any extra charges for expediting, tailgate service, inside delivery, redelivery, etc., are prepaid and added to the invoice. Capital equipment, accessories, software, spare parts and manuals are shipped [DELETED].

(iii) All shipments are F.O.B. (UCC) the Supplier’s warehouse or manufacturing facility in the 48 continental states of the United States via common carrier. Notwithstanding the foregoing, Supplier shall be responsible for the [DELETED] and shall hold Purchaser harmless from any damage, loss or expense resulting from the [DELETED].

(iv) The Purchaser must visually inspect the shipment and notify the Supplier in writing of any apparent irregularity within ten (10) days of receipt of

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the shipment. In the absence of timely written notice, acceptance will be conclusively presumed. In the event that Product is damaged or lost in transit, the Purchaser may choose to:

(A) file a damage or loss claim with the carrier; or

(B) request refund or replacement from the Supplier. In that instance, the Purchaser would assign to the Supplier all rights to file a claim with the carrier.

(v) If drums are delivered into the Purchaser’s custody rather than being pumped off into the clinic’s tanks, the Supplier reserves the right to charge the Purchaser $[DELETED] for each lost or damaged drum. The Supplier [DELETED] the Purchaser to pick up empty drums in conjunction with a delivery of drummed Product. The Supplier may charge the Purchaser $[DELETED] for each lost or damaged pallet.

(c) Pump Off. Subject to Section 7.06, the Supplier agrees to provide bulk delivery of liquid Products at the request of, and as a service to, the Purchaser. It is the responsibility of the Purchaser’s clinic employees to monitor the product delivery process and ensure that the product formula transferred into the clinic’s storage vessel(s) is correct. The Supplier will provide delivery equipment and assistance in the transfer process but will not be responsible for assuring that the product transferred into storage vessels at the Clinic has the same formulas as the product label on the vessel. Neither the Supplier nor its agents will be liable for errors in transferring product into the clinic’s storage vessels.

SECTION 8.07. Returned Goods. Returned goods will be accepted only with prior written authorization from the Supplier which authorization shall not be unreasonably withheld or delayed and in accordance with such authorization. Items must be returned freight prepaid and accompanied by the Supplier’s Returned Goods Authorization (RGA) form. Items to be returned must be in original cartons, have original labels, be in salable condition and are subject to a [DELETED] percent ([DELETED]%) re-stocking charge except there will be no such re-stocking charge and any related freight charges shall be borne by the Supplier if the items were sent to the Purchaser in error or were damaged at the time of receipt of such goods. Goods held over [DELETED] from the date of invoicing, abused or custom items, chemical concentrates, and items identified as non-returnable or that have deteriorated due to cause beyond the Supplier’s control, may not be returned.

ARTICLE IX

PRICES; PAYMENT

SECTION 9.01. Price. Subject to the provisions of this APS Agreement, the Supplier agrees to offer each Product for sale to the Purchaser during the Initial Term and, if applicable, the Automatic Renewal Period, at the respective price set forth on Exhibit 1 (with respect to any Product, the “Price”).

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SECTION 9.02. Price Amendments. Subject to Section 4.03 and Section 4.05 above, The Steering Committee may amend Exhibit 1 to include any Price associated with an Improved Product or a New Product.

SECTION 9.03. Payment Terms. The Supplier shall submit invoices to the Purchaser on a ‘bill as shipped’ basis with respect to all amounts payable by the Purchaser to the Supplier hereunder (the “Invoiced Amount”) setting out (a) the Products shipped and (b) the aggregate amount payable hereunder for the supply of such Products. The Purchaser shall pay the Invoiced Amount to the Supplier within [DELETED] after the date of the relevant invoice. Interest shall be charged on any undisputed past due amount at a rate equal to [DELETED]% per month or the highest rate permitted by applicable Law (whichever is less).

SECTION 9.04. Taxes. Quoted prices do not include sales, use, excise or similar taxes. The Purchaser agrees to pay promptly any and all applicable taxes, assessments or other charges levied or assessed on or with respect to acquisition, possession, or use of the Products, or shall reimburse the Supplier if the Supplier has paid such taxes.

ARTICLE X

PRODUCT RELATED WARRANTIES AND COVENANTS

SECTION 10.01. Warranty. (a) Except as may be otherwise expressly set forth in this APS Agreement, the sale of each item of the Products is subject to the terms of the Suppliers’ standard warranty applicable to the relevant Product (the “Product Warranties”), which the Supplier represents and warrants are the standard warranties which have been generally provided to its customers and which terms are attached hereto in Exhibit 2 and fully incorporated herein by reference.

(b) Notwithstanding anything to the contrary in this APS Agreement, the [DELETED], all of the Product Warranty services that may be required by the Purchaser or the Clinics, with respect to any particular Product that is under a Product Warranty (the “Warranty Service”).

(c) All Warranty Services [DELETED] shall be performed in accordance with the instructions and specifications for such Warranty Services as provided by the [DELETED]; following procedures exactly; using certified, calibrated test and measurement equipment and Spare Parts; and documenting the service to procedure (collectively, the “Warranty Service Specifications”).

(d) At the Supplier’s request, the parties shall jointly develop a procedure that will enable the Supplier to monitor, on a continuing basis, the [DELETED] in conformance with the Warranty Service Specifications. Except as may otherwise be agreed in such jointly developed procedure, the Purchaser shall notify the Supplier of a Product the Purchaser believes to be defective and the Supplier will promptly provide the necessary Spare Parts at the Supplier’s expense. The Purchaser will promptly return to the Supplier, at the Supplier’s expense, all defective goods that have been replaced with Spare Parts purchased

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hereunder during the Term. If the Supplier determines in good faith that the returned goods were not really defective, the Supplier shall have the right to charge the Purchaser for the replacement Spare Parts at the prices specified in Exhibit 1, including shipping costs for the replacement Spare Parts, and shall promptly return to the Purchaser, at the Purchaser’s expense, the non-defective returned goods.

(e) In connection with [DELETED].

(f) The Supplier makes no warranty and will have no obligation for any consumable parts or supplies or damage to the Products caused by or resulting from abuse, misuse, neglect or any unauthorized repairs, maintenance or alterations of the Products or any [DELETED] will void all warranties with respect to the applicable Product. To the extent possible and applicable to the Products, the Supplier will extend to the Purchaser all applicable warranties of its suppliers, without recourse to the Supplier. If any Product, or any component of a Product, is not manufactured by Supplier, Supplier hereby assigns (to the extent assignable) to Purchaser all such manufacturer warranties, copies of which shall be provided by Supplier to Purchaser upon request, along with a list of the dates of manufacture of such Product.

(g) EXCEPT AS EXPRESSLY SET FORTH IN THIS APS AGREEMENT, THE SUPPLIER’S LIABILITY FOR ANY BREACH OF THE APPLICABLE STANDARD WARRANTY AND THE REMEDIES AVAILABLE TO THE PURCHASER OR THE CLINICS FOR CLAIMS OF BREACH THEREOF (WHETHER SUCH CLAIMS ARE MADE IN CONTRACT OR STRICT LIABILITY OR OTHERWISE), SHALL BE LIMITED AS SET FORTH IN THE APPLICABLE STANDARD WARRANTY. THE APPLICABLE STANDARD WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SUPPLIERS’ LIABILITY INCLUDE LIABILITY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.

SECTION 10.02. Dialyzers. Some dialyzers are labeled “For Single Use Only”. The Purchaser hereby covenants that it will not reuse such dialyzers. The Purchaser further covenants that it will use those dialyzers which are labeled for reuse only in accordance with the “General Information” included with such product.

SECTION 10.03. Limitations on Use. Sales by the Supplier under this APS Agreement are made in reliance on the Purchaser’s representation that the Purchaser’s order is pursuant to a physician’s prescription or a legally authorized customer’s purchase order. The Purchaser agrees that any Product purchased from the Supplier is for use in the United States and/or authorized United States territories only.

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ARTICLE XI

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; INSURANCE

SECTION 11.01. Mutual Representations. (a) Each Party hereby represents and warrants to the other Party as follows:

(i) The execution, delivery and performance of this APS Agreement by such Party has been duly authorized by all necessary action on the part of such Party.

(ii) This APS Agreement has been duly executed and delivered by such Party and, assuming due authorization, execution and delivery by the other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with their respective terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles or equity.

(iii) A Party’s execution, delivery and performance of this APS Agreement and the consummation of the transactions contemplated hereby does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of such Party; (b) conflict with or violate any Law or governmental order applicable to such Party or its assets, properties or businesses, or (c) conflict with, result in any breach of, constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any encumbrance on any of its outstanding shares of common stock or preferred stock or any of the assets or properties of such Party pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a Party or by which any of such Party’s shares of common stock or preferred stock or any of the Party’s assets or properties is bound or affected.

(iv) Such Party has all rights, licenses, permits and consents necessary to sell, purchase and use, as applicable, the Products and to perform its obligations hereunder, and that it shall at all times comply in all material respects with all federal, state and local laws and regulations applicable to its business and its performance of its obligations under this APS Agreement.

(b) The Supplier represents and warrants to the Purchaser as follows:

(i) It will convey to Purchaser good and marketable title to the Products.

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(ii) The Products sold by Supplier pursuant to this APS Agreement (a) shall be manufactured in accordance with their packaging and product specification; (b) are and shall be manufactured, handled, stored and transported in accordance with all applicable U.S., state and local laws and regulations pertaining thereto, including, without limitation, the Federal Food, Drug and Cosmetic Act, as amended (the “FFDCA”) and implementing regulations and FDA-approved Good Manufacturing Practices, and meet all specifications for effectiveness, safety and reliability as required by the FDA; and (c) when used in accordance with the directions on the labeling, are and shall be fit for the purposes and indications described in the labeling.

(iii) The Products’ labeling is in compliance with all applicable laws.

(iv) No Product delivered hereunder is or will be adulterated or misbranded within the meaning of the FFDCA, or within the meaning of any applicable state or municipal law, or is or will be a product which may not be introduced into interstate commerce.

(v) All Products purchased hereunder will be of the kind and quality specified herein, and will be free of material defects in design, materials or workmanship.

(vi) Any printed terms set forth on any Exhibits are in addition to and not in lieu of the foregoing warranties.

(vii) To the Supplier’s knowledge, the use by Purchaser of the Products for their intended use shall not infringe upon any ownership rights of any other person or upon any Intellectual Property of any third party.

(viii) Supplier (A) shall not knowingly sell any counterfeit, adulterated or misbranded Product that creates a reasonable probability that the use of, or exposure to, the Product will cause serious adverse health consequences or death; and (B) shall promptly notify Purchaser following its receipt of any information that the integrity or legal status of any Product has been called into question by any retailer, wholesaler, or state or federal authority, or that Supplier knows or has reason to believe that any Product being sold to Purchaser is suspected of being counterfeit, adulterated or misbranded and Supplier knows or has reason to believe that there is a defect in the Product that creates a reasonable probability that the use of, or exposure to, the Product will cause serious adverse health consequences or death.

(ix) The prices reflected on Exhibit 1 on the Effective Date were [DELETED] prior to the closing of the Stock Purchase Agreement on October 5, 2005, except for (A) [DELETED] and (B) [DELETED].

(c) In addition, the Supplier represents and warrants to the Purchaser as follows, and these shall be ongoing representations and warranties during the Term and the

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Supplier shall promptly notify the Purchaser of any change in the status in respect of the following:

(i) Neither the Supplier, nor any of its Affiliates, is named on any of the following lists: (A) HHS/OIG List of Excluded Individuals/Entities; (B) HHS/HRSA’s Healthcare Integrity and Protection Data Bank; (C) GSA List of Parties Excluded from Federal Programs; and (D) OFAC Terrorist Database.

(ii) Neither the Supplier, nor any of its Affiliates is under investigation or otherwise aware of any circumstances which may result in being excluded from participation in any federal healthcare programs.

(d) The Purchaser represents and warrants to the Supplier that its use of the Products purchased by it pursuant to this APS Agreement shall be consistent with the Supplier’s written instructions and specifications and shall be in accordance with all applicable U.S., state and local laws and regulations pertaining thereto, including, without limitation, the FFDCA and applicable implementing regulations.

(e) All warranties granted or assigned by Supplier under this Article XI will continue in full force and effect notwithstanding transfer of title to any Product to or by Purchaser. All warranties shall also survive inspection, acceptance and payment.

SECTION 11.02. Indemnification. (a) The Supplier and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Supplier Indemnified Party”) shall be indemnified and held harmless by the Purchaser from and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter, a “Loss”), arising out of or resulting from third party claims arising out of or resulting from the breach of any representation, warranty, covenant or agreement made by the Purchaser contained in this APS Agreement. The Supplier shall give the Purchaser prompt written notice of any claim or action for which it seeks indemnification pursuant to this Section 11.02(a) and shall allow the Purchaser to control the defense and settlement of any such claim or action; provided, that the Purchaser shall not have the right to bind any Supplier Indemnified Party to any settlement agreement without the Supplier’s prior written consent, which consent will not be unreasonably withheld or delayed. The Supplier shall reasonably assist the Purchaser, if requested and at the Purchaser’s sole expense, in the defense of any such claim or action.

(b) Except for Product Liability Claims, which shall be treated pursuant to Section 11.02(c), the Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the Supplier from and against all Losses arising out of or resulting from: third party claims arising out of or resulting from (i) the breach of (A) any representation, warranty, covenant or agreement made by the Supplier contained in this APS Agreement or (B) any representation or warranty in the materials furnished by the Supplier for the Purchaser’s use, (ii) a claim or allegation that the use of the Products in accordance with product instructions for use or supplier operator manual infringes upon any patent, copyright, trademark, or other

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intellectual property or proprietary right or trade secret of any third party, (iii) any recall or field corrective action taken with respect to any Product, whether voluntary or involuntary. The Purchaser shall give the Supplier prompt written notice of any claim or action for which it seeks indemnification pursuant to this Section 11.02(b) and shall allow the Supplier to control the defense and settlement of any such claim or action; provided, that the Supplier shall not have the right to bind any Purchaser Indemnified Party to any settlement agreement without the Purchaser’s prior written consent, which consent will not be unreasonably withheld or delayed. The Purchaser shall reasonably assist the Supplier in the defense of any such claim or action, if requested and at the Supplier’s sole expense.

(c) Product Liability Claims shall be governed exclusively by the provisions of this Section 11.02(c) and, except in accordance with this Section 11.02(c), neither Party shall seek from the other Party any indemnity or other recovery on account of any such Product Liability Claims; provided, that nothing in this Section 11.02(c) shall limit either Party’s liability to the other Party for damages on account of any breach by such Party of its representations, warranties, covenants or agreements under this APS Agreement. Purchaser Indemnified Parties shall be indemnified and held harmless by the Supplier from and against any and all Losses arising out of or resulting from any Product Liability Claim, regardless of the legal theory underlying such claim, in accordance with the following procedures:

(i) the Purchaser shall give the Supplier prompt written notice of any Product Liability Claim, but failure to provide such prompt notice shall not relieve the Supplier of the duty to defend or indemnify unless such failure materially prejudices the defense of any matter;

(ii) the Parties shall negotiate in good faith to enter into a joint defense agreement as soon as reasonably practicable after the commencement of any Product Liability Claim. Neither Party will implead the other in any Product Liability Claim. If both Parties are named in any Product Liability Claim, neither Party will counter claim or cross claim the other in such Product Liability Claim. If the Parties have not entered into a joint defense agreement in connection with a Product Liability Claim, the Parties will allocate relative responsibility as between the Parties through binding arbitration pursuant to Article XIV following the conclusion of such Product Liability Claim (and such allocation will include reasonable attorneys’ fees and other litigation costs). No settlement or court judgment relating to a Product Liability Claim will bar any rights of contribution of the Parties in such arbitration, and the judgment or allocation of responsibility in any court judgment in such Product Liability Claim shall not be binding on the Parties or arbitrators in such arbitration.

(d) Notwithstanding anything to the contrary in Section 11.02(b) and Section 11.02(c), in no event shall (i) the Supplier have an obligation to defend, indemnify or hold harmless the Purchaser Indemnified Parties for a Loss to the extent that any such Loss was caused by the negligence or willful misconduct of the Purchaser, or (ii) the Purchaser have an obligation to defend, indemnify or hold harmless the Supplier Indemnified Parties for a Loss to the extent that any such Loss was caused by the negligence or willful misconduct of the Supplier.

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SECTION 11.03. Insurance. The Supplier agrees that it shall secure and maintain in full force and effect throughout the Term (and following termination, to cover any claims arising from this APS Agreement) commercial general liability insurance, which includes contractual liability coverage, product liability and workers’ compensation insurance, with limits consistent with industry standards in the market where Supplier purchases such insurance (the “Insurance Market”). Any limits on the Supplier’s insurance coverage shall not be construed to create a limit on its liability with respect to its obligations hereunder. To the extent customary in the Insurance Market, (a) the Purchaser shall be included as an additional insured on vendor’s endorsement for product liability insurance and (b) such policies shall provide at least thirty (30) days prior written notice to the Purchaser of the cancellation, non-renewal or substantial modification thereof. The Supplier shall supply certificates of insurance to the Purchaser upon request.

SECTION 11.04. Parent Guaranty. Parent hereby agrees to severally, irrevocably, absolutely, fully and unconditionally guaranty to the Purchaser the prompt and complete payment and performance by the Supplier of its [DELETED] indemnification obligations pursuant to Section 8.05(b), Section 11.02(b) and Section 11.02(c).

ARTICLE XII

TERM AND TERMINATION

SECTION 12.01. Initial Term. This APS Agreement shall commence and be effective as of the Effective Date and shall expire on the seventh anniversary of the Effective Date (the “Initial Term”).

SECTION 12.02. Extension to Initial Term. No later than six (6) months before the expiration of the Initial Term, the Parties’ duly authorized Representatives shall negotiate in good faith with respect to a renewal of this APS Agreement for an additional eight (8) year term (the “Extension”); provided, that if no agreement can be reached with respect to the Extension, this APS Agreement shall be automatically renewed and extended for three (3) additional successive one-year periods (the first such one-year period, the “First Renewal Period”, the second, the “Second Renewal Period”, and the third, the “Third Renewal Period”, and all such one-year periods, together, the “Automatic Renewal Period”, and the Initial Term together with the Extension or the Automatic Renewal Period, as the case may be, the “Term”). If the Parties are unable to reach agreement with respect to a renewal of this APS Agreement, the Purchaser’s purchase commitments will [DELETED] over the three (3) year period following the expiration of the Initial Term as follows, and will then terminate at the end of that three (3)-year period:

(a) The first year after the expiration of the Initial Term, Purchaser’s commitments will be [DELETED] to [DELETED]% of the [DELETED] Product requirements, [DELETED]% of the [DELETED] Product requirements, and [DELETED]% of the [DELETED] Product requirements;

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(b) The second year after the expiration of the Initial Term, Purchaser’s commitments will be [DELETED] to [DELETED]% of the [DELETED] Product requirements, [DELETED]% of the [DELETED] Product requirements, and [DELETED]% of the [DELETED] Product requirements; and

(c) The third year after the expiration of the Initial Term, Purchaser’s commitments will be [DELETED] to [DELETED]% of the [DELETED] Product requirements, [DELETED]% of the [DELETED] Product requirements, and [DELETED]% of the [DELETED] Product requirements.

SECTION 12.03. Termination for Cause. (a) Notwithstanding any other provision in this APS Agreement, either Party may, without prejudice to any other remedies available to it at law or in equity, terminate this APS Agreement (or if Supplier is the breaching party then Purchaser may, as an alternative to terminating this APS Agreement, terminate its obligation to purchase the Product or Products which gave rise to the breach, in which case Supplier shall be relieved of its obligation to supply such Product or Products to Purchaser) in the event that the other Party has materially breached or defaulted in the performance of any of its material obligations or shall have materially breached any of its representations and warranties; and (i) has not cured such breach or default within [DELETED] after notice of the breach or default or (ii) if a cure is not possible within [DELETED], has failed to commence and diligently continue steps the Parties agree should result in a cure and prevent a similar subsequent breach. Notwithstanding the foregoing, in the case of the representations and warranties made by Supplier in Section 11.01(b)(ii)–(vi), Purchaser shall not have a right to terminate this APS Agreement or its obligation to purchase the Products or Products which are the subject of the breach unless such breach (i) deprives Purchaser of the material benefits to which it is entitled under this APS Agreement or (ii) creates a reasonable probability that the use of, or exposure to, such Products will cause serious adverse health consequences or death; [DELETED].

(b) [DELETED]

(c) Any termination pursuant to (a) shall become effective at the end of such [DELETED] unless (i) the Party that has breached or defaulted (the “Breaching Party”) cures such breach or default during such [DELETED] or (ii) if such breach or default is not possible to cure within such [DELETED], the Breaching Party has commenced and is diligently pursuing a mutually agreeable plan to effect a cure or prevent a similar subsequent breach or default.

SECTION 12.04. Survival. In the event of termination of this APS Agreement, the indemnification and confidentiality provisions of this APS Agreement shall survive such termination for a period of one (1) year.

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ARTICLE XIII

FORCE MAJEURE; HARDSHIP EVENTS

SECTION 13.01. Force Majeure. Neither Party shall be liable or in breach of any provision of this APS Agreement for any failure or delay on its part to perform any obligation hereof because of Force Majeure, provided that such Party shall promptly give notice to the other Party of such occurrence and shall do all things reasonable to eliminate the effect thereof to the extent possible. If the Supplier is unable to supply the Purchaser’s demand for any of the Products, as and when ordered, as a result of Force Majeure, then the following provisions apply: (a) the Supplier agrees that it will not intentionally discriminate against the Purchaser in the allocation of making Products available to customers by making the Supplier’s allocation decisions, in whole or in part, on the basis of the prices, discounts, or other financial terms of this APS Agreement; (b) as to those Products which the Supplier is unable to supply and the Purchaser must purchase elsewhere, the Purchaser shall be deemed to have purchased such products from the Supplier for purposes of determining the purchase tiers and pricing set forth on Exhibit 1; (c) the pricing and other terms set forth in this APS Agreement shall continue to apply to all Products that are available; and (d) the Supplier, shall give prompt notice of any Inability to Supply.

SECTION 13.02. Hardship Events. At any time following an event that requires either Party to incur material additional costs or suffer other materially adverse consequences in connection with the transactions contemplated by this APS Agreement not contemplated on the Effective Date (any such event, a “Hardship Event”), then, at the written request of the Party suffering such Hardship Event, made no later than thirty (30) days after such Hardship Event, the Parties shall reasonably cooperate with each other in good faith to negotiate with a view toward eliminating or reducing or recovering such costs or other adverse consequences.

SECTION 13.03. Recall. In the event Supplier believes it may be necessary to conduct a recall, field correction, market withdrawal, stock recovery, or other similar action with respect to any Product (a “Recall”), Supplier and Purchaser shall consult with each other as to how best to proceed, it being understood and agreed that the final decision as to controlling the handling of any Recall shall be in Supplier’s reasonable discretion in compliance with all applicable law. Purchaser shall provide all reasonable assistance requested by Supplier in the conduct of a Recall. If a Recall arises from the design or manufacture of any Product or Supplier’s breach of its express representations, warranties or obligations hereunder, [DELETED]. Purchaser and Supplier shall maintain records of all sales of all Products and customers sufficient to adequately administer a Recall for the period required by applicable law. In the event of a Recall, neither party shall make any statement to the press or public concerning the Recall except as required by law without first notifying the other party and obtaining the other party’s prior approval of any such statement, which approval shall not be unreasonably withheld.

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ARTICLE XIV

ARBITRATION

SECTION 14.01. Arbitration.

(a) Scope of Arbitration. Any controversy or claim arising out of or relating to this APS Agreement that has not been resolved pursuant to Section 3.05(a) is to be resolved by binding arbitration.

(b) Administration of Arbitration. The arbitration is to be administered by the American Arbitration Association and is to be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

(c) Appointment of Arbitrators. The arbitration is to be held before a panel of three arbitrators, each of whom must be independent of the Parties. No later than ten (10) days after the arbitration begins, each Party shall select an arbitrator and request the two selected arbitrators to select a third neutral arbitrator. If the two arbitrators fail to select a third on or before the tenth (10th) day after the second arbitrator was selected, either Party is entitled to request the American Arbitration Association to appoint the third neutral arbitrator in accordance with its rules. Before beginning the hearings, each arbitrator must provide an oath or undertaking of impartiality.

(d) Scope of Arbitrators’ Authority.

(i) Interim Relief. Notwithstanding the foregoing, this Article XIV will not preclude either Party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction, or any other interim or provisional relief that is necessary to protect the rights or property of that Party in circumstances in which such relief is appropriate, provided that any other relief will be pursued through an arbitration proceeding pursuant to this Article XIV. Each of the Parties hereby (A) submits to the exclusive jurisdiction of any New York Court for the purpose of any court action arising out of or relating to this APS Agreement and (B) waives any claim or defense that the venue of any such court action in the State of New York is improper. Any interim or provisional relief is to remain in effect until the arbitration award is rendered or the controversy is resolved.

(ii) Punitive Damages. The arbitrators will have no authority to award punitive damages or other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this APS Agreement.

(iii) Awards. The award of the arbitrators in writing shall be final and binding upon the Parties and shall not be appealed from or contested in any court. No Party shall, in connection with any proceeding held pursuant to this Article XIV, be required to furnish any bond. Should either Party hereto fail to appear or

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be presented at the arbitration proceedings after due notice in accordance with the applicable rules, then the arbitrator may nevertheless render a decision in the absence of such Party and such decision shall have the same force and effect as if the absent Party had been present, whether or not it shall be adverse to the interests of such Party.

(e) Time Limitation. Any arbitration proceeding under this APS Agreement must be commenced no later than one year after the controversy or claim arose. Failure timely to commence an arbitration proceeding constitutes both an absolute bar to the commencement of an arbitration proceeding with respect to the controversy or claim, and a waiver of the controversy or claim.

(f) Venue. The arbitration is to be conducted, if initiated by the Purchaser, in Denver, Colorado, or, if initiated by the Supplier, in Los Angeles, California.

(g) Enforcement. Each Party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment pursuant to arbitration, and such award, order or judgment shall be final and may be entered and enforced in any court of competent jurisdiction.

ARTICLE XV

CONFIDENTIAL INFORMATION

SECTION 15.01. Confidential Information. Each Party agrees to hold all Confidential Information, whether furnished before or after the date hereof, whether oral or written, and regardless of the manner or form in which it is furnished, in strict confidence and shall not, directly or indirectly, without the prior written consent of the other, use or disclose to any Person, any Confidential Information except as required to perform its obligations under this APS Agreement and except as provided in Section 5.03(c) of the Purchase Agreement. For purposes of this APS Agreement, “Confidential Information” shall not include information which: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this APS Agreement or other obligation of confidentiality, (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or its Representatives, (c) was independently developed by the Receiving Party by a person or persons that did not have access to the Confidential Information received, or (d) becomes available to the Receiving Party on a non-confidential basis from a Person (other than the Disclosing Party or its Representatives) who is not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party or any of its Representatives. The fact that certain Confidential Information may be disclosed pursuant to this Section 15.01 shall not relieve the Receiving Party of its obligation to otherwise maintain the confidentiality of such Confidential Information. Each Party acknowledges that it shall be responsible for any breach of the terms of this Article XV by it or its Representatives.

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SECTION 15.02. Required Disclosure. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, Law to disclose any Confidential Information or any other information concerning the Disclosing Party, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party to seek an appropriate protective order or other remedy, to consult with the Disclosing Party with respect to the Disclosing Party taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Article XV. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance, in whole or in part, with the terms of this Article XV, the Receiving Party or its Representative will disclose only that portion of the Confidential Information which the Receiving Party is advised in writing by counsel is legally required to be disclosed and will use its commercially reasonable efforts to ensure that all Confidential Information so disclosed will be accorded confidential treatment.

SECTION 15.03. Return of Confidential Information. Upon the earliest to occur of (a) the termination of this APS Agreement and (b) such time as any Confidential Information ceases to be required by a Receiving Party, such Receiving Party will promptly return to the Disclosing Party all Confidential Information (including all copies or reproductions thereof in whatever form or medium, including electronic copies) in its possession or in the possession of any of its Representatives that was provided by such Disclosing Party, and, at its election, either return or destroy (provided that any such destruction shall be certified in writing to the other Party by a duly authorized Representative of such Receiving Party) all copies or reproductions (in whatever form or medium, including electronic copies) of all other Confidential Information prepared by it or its Representatives. Any oral Confidential Information will continue to be subject to the terms of this Article XV.

SECTION 15.04. Public Announcements. No party to this APS Agreement shall make, or cause to be made, any press release or public announcement in respect of this APS Agreement or the transactions contemplated by this APS Agreement or otherwise communicate with any news media without the prior written consent of the other parties, unless otherwise required by Law or applicable stock exchange regulation, and the parties to this APS Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.

ARTICLE XVI

MISCELLANEOUS

SECTION 16.01. Notice. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective Parties hereto at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 16.01).

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(a) If to the Supplier:

Gambro Renal Products, Inc.

10810 W. Collins Avenue

Lakewood, CO 80215

Attn: Luca Chiastra

Fax: (303) 231-4923

With a copy to:

Gambro, Inc.

10810 W. Collins Avenue

Lakewood, CO 80215

Attention: General Counsel

Fax: (303) 231-4915

(b) If to the Purchaser:

DaVita Inc.

15253 Bake Parkway

Irvine, CA 92618

Fax: (949) 930-6956

Attention: Senior Vice-President of Purchasing

with a copy to:

DaVita Inc.

601 Hawaii Street

El Segundo, CA 90245

Fax: 310-536-2679

Attention: General Counsel

SECTION 16.02. Entire Agreement. This APS Agreement and the Exhibits and Schedules attached hereto and incorporated herein by reference constitute the entire agreement of the Parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Supplier and the Purchaser and their respective Affiliates with respect to the subject matter hereof and thereof.

SECTION 16.03. Assignment. A Party’s obligations under this APS Agreement may not be assigned or otherwise transferred without the prior written consent of the other Party; provided, that either Party may (a) assign, transfer, or delegate all or some of its obligations to an Affiliate or (b) assign or transfer all of its obligations in connection with the transfer or sale of all or substantially all of such Party’s assets that relate to this APS Agreement, or in the event of a merger, consolidation, change in control or similar corporate transaction, without such consent; provided, further, that any assignment, transfer or delegation to an Affiliate shall not relieve such assigning, transferring or delegating Party of its responsibilities for performance of its obligations. The Supplier may assign its right to receive any or all payments for Products by giving the Purchaser notice of such assignment. This APS Agreement

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shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any assignment, transfer or delegation not in accordance with these terms shall be void.

SECTION 16.04. Amendment. This APS Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Supplier and the Purchaser or (b) by a waiver in accordance with Section 16.05.

SECTION 16.05. Waiver. Either Party to this APS Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained herein or in any document delivered by the other Party pursuant hereto, or (c) waive compliance with any of the agreements of the other Party or conditions to such Party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this APS Agreement. The failure of either Party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 16.06. Specific Performance. (a) The Parties hereto agree that irreparable damage would occur in the event that any provision of this APS Agreement was not performed in accordance with the terms hereof or thereof. Accordingly, in addition to any other right or remedy to which the Parties may be entitled, at Law or in equity, the Parties shall be entitled to enforce any provision of this APS Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this APS Agreement, without posting any bond or other undertaking.

(b) The Parties acknowledge and agree that the indemnification provisions contained hereunder shall be the sole and exclusive remedies of the Parties for any breach by the other Party of the representations and warranties in this APS Agreement. Each Party hereto shall take all reasonable steps to mitigate its Losses upon and after becoming aware of any event that could reasonably be expected to give rise to any Losses.

SECTION 16.07. Governing Law. This APS Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Parties hereto, solely for the purposes set forth in Section 14.01(d)(i), unconditionally and irrevocably agree and consent to the exclusive jurisdiction of, and service of process and venue in, the United States District Court for the Southern District of New York and the courts of the State of New York located in the County of New York, State of New York (collectively, the “New York Courts”) and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this APS Agreement or the transactions contemplated hereby and further agree not to commence any such action, suit or proceeding except in any such court. The rights and obligations of the Parties in connection with this APS Agreement and any purchase of the Products shall not be governed by the provisions of the UCC, except to the extent that this APS Agreement fails to address the particular matter in issue. The United Nations Convention

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on Contracts for the International Sale of Goods shall not apply in any action, suit or proceeding arising out of or relating to this APS Agreement.

SECTION 16.08. Order of Precedence. In the event of any apparent or actual conflicts or inconsistencies between or among the terms of this APS Agreement and those indicated in any Exhibit, or between the terms of any Exhibits, to the extent possible such provisions shall be interpreted so as to make them consistent. If such reconciliation is not possible, the specific provisions of this APS Agreement shall prevail over the Exhibits.

SECTION 16.09. Counterparts. This APS Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

SECTION 16.10. Open Records. To the extent required by law or regulation, the Parties will make available to the Secretary of Health and Human Services, the Comptroller General of the General Accounting Office, or their authorized representatives, this APS Agreement and any books, documents, and records in their possession relating to the nature and extent of the costs of any services, hereunder for a period of four (4) years after the provision of said services. Nothing in this paragraph is intended to waive any right either Party may have under applicable law or regulations to retain in confidence information included in records requested by the Secretary, the Comptroller General or their representatives.

SECTION 16.11. Compliance with the Purchaser’s Vendor Policy. The Parties agree to negotiate in good faith to amend this APS Agreement and/or enter into such additional agreements to the extent reasonably necessary to protect the confidentiality of any patient information (including any individually identifiable health information) disclosed by the Purchaser to the Supplier pursuant to this APS Agreement and/or to comply with the privacy and confidentiality provisions of Purchaser’s Vendor Relations Polices and Procedures, or any federal or state regulations or statutes related to privacy of health information. Attached hereto as Exhibit 3 is a copy of all applicable Vendor Relations Policies and Procedures in effect on the date hereof, and the Supplier agrees to be bound by the requirements set forth therein. During the term of this APS Agreement, the Purchaser shall provide the Supplier, from time to time, with additional Vendor Relations Polices and Procedures as they become effective, and with updates and/or additional information related to same, [DELETED]. The Purchaser agrees that if a representative of the Supplier does not adhere to the Purchaser’s Vendor Relations Policies and Procedures, the Supplier will be given a reasonable opportunity for corrective action, and absent continued nonadherence, this shall not constitute a breach of this APS Agreement.

SECTION 16.12. Corporate Integrity Agreement. The Parties hereby acknowledge and agree as follows:

(a) Supplier acknowledges that DVA Renal Healthcare, Inc., formerly known as Gambro Healthcare, Inc. a wholly-owned subsidiary of Purchaser, is under a Corporate Integrity Agreement (the “CIA”) with the Office of the Inspector General of the Federal Department of Health and Human Services, and that such CIA imposes various reporting and operational compliance related obligations on Purchaser. To the extent not

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otherwise set forth herein, the Supplier agrees to cooperate with the Purchaser in compliance with the requirements of such CIA, as such requirements may apply to performance of this APS Agreement.

(b) Supplier hereby certifies that it will comply with the terms of Purchaser’s Corporate Compliance Program, including any training required to be provided thereunder by Purchaser to employees and certain contractors, and Purchaser’s Compliance Critical Concepts and policies and procedures related to compliance with 42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Statute”) a copy of each of which will be provided to Supplier, in each case as applicable to performance of this APS Agreement.

(c) Supplier and Purchaser agree and certify that that this APS Agreement is not intended to generate referrals for services or supplies for which payment may be made in whole or in part under any federal health care program.

(d) Supplier certifies that it will abide by the terms of the Anti-Kickback Statute in connection with performance of this APS Agreement.

SECTION 16.13. [DELETED]

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IN WITNESS WHEREOF, the Supplier, the Purchaser and, solely for the purpose of Section 11.04, the Parent, have caused this APS Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

GAMBRO RENAL PRODUCTS, INC.
By	/s/ Nicholas R. Mendez
	Name:	Nicholas R. Mendez
	Title:	President

DAVITA INC.
By	/s/ Dennis L. Kogod
	Name:	Dennis L. Kogod
	Title:	President, West

GAMBRO AB
By	/s/ Jan Bruneheim
	Name:	Jan Bruneheim
	Title:	President

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SCHEDULE A

Steering Committee

Purchaser:
*Relationship Manager:	Dennis Kogod, President West
Other Member(s):	Shaun Collard, VP-Clinical Operations
	Michael Staffieri, Regional Operations Director
Supplier:
*Relationship Manager:	Luca Chiastra, VP-Strategic Accounts
Other Member(s):	Pierre Bourgon, VP Sales & Mktg-HD Americas
	Juan Bosch, Chief Medical Officer
Designated Executive Officers
Purchaser:	Joe Mello, Chief Operating Officer
Supplier:	Nick Mendez, President

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SCHEDULE B

WITHDRAWN PRODUCTS

[DELETED]

[DELETED]

[DELETED]

[DELETED] will not be available from Supplier after [DELETED].

[DELETED]

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SCHEDULE C

EXISTING OBLIGATIONS

1. Supply Agreement

May 5, 2004 Effective Date

Term: May 5, 2004 – [DELETED]

Requirement: [DELETED]

[DELETED]

DaVita Inc.

2. Agreement

December 22, 2003 Effective Date

Term length: December 22, 2003 – [DELETED]

Requirement: [DELETED]

Term length: December 22, 2003 – [DELETED]

Requirements: [DELETED]

[DELETED]

DaVita Inc.

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SCHEDULE D

[DELETED]

[DELETED]

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SCHEDULE E

[DELETED]

[DELETED]

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SCHEDULE F

MEDICAL ADVISORY BOARD MEMBERS

[To be added within 30 days of the Amended Effective Date]

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SCHEDULE G

[DELETED]

[DELETED]

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EXHIBIT 1

PRODUCTS AND PRODUCT PRICES

PHOENIX EQUIPMENT

& ACCESSORIES

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
6023006700	Phoenix Dialysis System	EA	1	[DEL]	[DEL]
3980411	CD Operator Manual Phoenix 3.33	EA	1	[DEL]	[DEL]
6980411	CD Operator Manual for Phoenix	EA	1	[DEL]	[DEL]
6980197	Paper Operator’s Manual Phoenix 3.33	EA	1	[DEL]	[DEL]
6980197	Paper Operator’s Manual for Phoenix	EA	1	[DEL]	[DEL]
6978449	CCA CNet Kit for Phoenix	EA	1	[DEL]	[DEL]
DIACLEAR	Diaclear Ultrafilter	CS	12	[DEL]	[DEL]
6969901	ADR Tray (for back of Phoenix)	EA	1	[DEL]	[DEL]
6959423	Concentrate Tray, Slanted	EA	1	[DEL]	[DEL]
6958821	Inlet Water Filter	EA	1	[DEL]	[DEL]
6961031	Dialysate Sampling Connector	EA	1	[DEL]	[DEL]
6972053	Sterilant Suction Rod	EA	1	[DEL]	[DEL]
6972079	Bicarbonate Suction Rod	EA	1	[DEL]	[DEL]
6972061	Acid/Acetate Suction Rod	EA	1	[DEL]	[DEL]
6975213	Blood Pressure Cuff, Child, Latex Free	EA	1	[DEL]	[DEL]
6975221	Blood Press Cuff Small Adult Latex Free	EA	1	[DEL]	[DEL]
6975239	Blood Press Cuff Med Adult Latex Free	EA	1	[DEL]	[DEL]
6975247	Blood Press Cuff Large Adult Latex Free	EA	1	[DEL]	[DEL]
6975254	Blood Pressure Cuff Thigh Latex Free	EA	1	[DEL]	[DEL]

CENTRYSYSTEM 3 ACCESSORIES

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
333201000	Single Needle System for C3	EA	1	[DEL]	[DEL]
333250000	Waste Handling Option for C3	EA	1	[DEL]	[DEL]
333411000	Blood Pressure Cuff, Med. Adult	EA	1	[DEL]	[DEL]
333411001	Blood Pressure Cuff, Small Adult	EA	1	[DEL]	[DEL]
333411002	Blood Pressure Cuff, Large Adult	EA	1	[DEL]	[DEL]
333411003	Blood Pressure Cuff, Child	EA	1	[DEL]	[DEL]
333411004	Blood Pressure Cuff, Thigh	EA	1	[DEL]	[DEL]

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PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
333500000	BiCart Assembly – C3	EA	1	[DEL]	[DEL]
333400003	Blood Pressure Monitor	EA	1	[DEL]	[DEL]
333650000	Extended Wheel Base Assy	EA	1	[DEL]	[DEL]
333003000	CentryNet Machine Kit	EA	1	[DEL]	[DEL]
333004022	CentryNet Software 2.2	EA	1	[DEL]	[DEL]
333004122	CentryNet Software Kit 2.2	EA	1	[DEL]	[DEL]
333023015	CentryNet VGA Monitor	EA	1	[DEL]	[DEL]
333024022	CentryNet Controller 2.2	EA	1	[DEL]	[DEL]
333580030	VSI 3.0 Software Kit	EA	1	[DEL]	[DEL]

HD DISPOSABLE PRODUCTS

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
	ACID AND BICARBONATE
AC-10XX-4 ST	Acid Concentrate 1 gallon	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-10XX-D ST	Acid Concentrate 55 gal drum	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-24XX-4 ST	Acid Concentrate 1 gallon	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-24XX-D ST	Acid Concentrate 55 gal drum	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2201-D	Ac Conc 2k/3ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2409-D	Ac Conc 2k/2.5ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2411-D	Ac Conc 1k/2.5ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)

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PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
AC-2412-D	Ac Conc 2k/2ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2419-D	Ac Conc 3k/2.5ca 45x, 2 Acetic	DR	1	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2419-4	Ac Conc 3k/2.5ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2412-4	Ac Conc 2k/2ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2411-4	Ac Conc 1k/2.5ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2409-4	Ac Conc 2k/2.5ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
AC-2401-4	Ac Conc 2k/3ca 45x, 2 Acetic	CS	4	* (See acid concentrate pricing, below)	* (See acid concentrate pricing, below)
BICART-10	BiCart Bicarbonate Cartridge	CS	10	[DEL]	[DEL]
BICART1150	BiCart Cartridge 1150 gram	CS	6	[DEL]	[DEL]
BICART CAPS	BiCart Caps	BX	100	[DEL]	[DEL]
BP-001-15	Bicarbonate Powder	CS	4	[DEL]	[DEL]
BP-001-2.5	Bicarbonate Powder	CS	20	[DEL]	[DEL]
BP-001-25-C	Bicarbonate Powder	CS	2	[DEL]	[DEL]
BP-002-15	Bicarbonate Powder	CS	4	[DEL]	[DEL]
BP-002-2.1	Bicarbonate Powder	CS	20	[DEL]	[DEL]
BP-002-25-C	Bicarbonate Powder	CS	2	[DEL]	[DEL]
	DIALYZERS
003504000A	CS 100HG HF Dialyzer	CS	24	[DEL]	[DEL]
POLYFLUX 17R	17R Reuse Dialyzer HF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX 21R	21R Reuse Dialyzer HF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX 24R	24R Reuse Dialyzer HF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX6L	6L Dialyzer LF Synthetic	CS	16	[DEL]	[DEL]

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PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
POLYFLUX6LR	6LR Lowflux Reuse Dialyzer	CS	16	[DEL]	[DEL]
POLYFLUX8L	8L Dialyzer LF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX8LR	8LR Lowflux Reuse Dialyzer	CS	16	[DEL]	[DEL]
POLYFLUX10L	10L Dialyzer LF Synthetic	CS	16	[DEL]	[DEL]
POLYFLUX10LR	10LR Lowflux Reuse Dialyzer	CS	16	[DEL]	[DEL]
POLYFLUX140H-A	140H Dialyzer Synthetic Single Use	CS	24	[DEL]	[DEL]
POLYFLUX170H-A	170H Dialyzer Synthetic Single Use	CS	24	[DEL]	[DEL]
POLYFLUX210H-A	210H Dialyzer Synthetic Single Use	CS	24	[DEL]	[DEL]
	BLOOD SETS
003409400	Blood Cartridge Single Needle Gamma	CS	10	[DEL]	[DEL]
003409410	Blood Cartridge Sngl Needle PrimeLine	CS	10	[DEL]	[DEL]
003410500	Blood Cartridge	CS	15	[DEL]	[DEL]
003410710	Blood Cartridge with Prime Line and Injection Port	CS	15	[DEL]	[DEL]
003411500	Blood Cartridge Ext Patient Lines	CS	15	[DEL]	[DEL]
003412500	Blood Cartridge Pediatric	CS	15	[DEL]	[DEL]
003414500	Blood Cartridge Ext Dialyzer Lines	CS	15	[DEL]	[DEL]
003422500	Blood Cartridge, Small Volume	CS	5	[DEL]	[DEL]
003429500	Blood Cartridge SNC Conversion Kit	CS	5	[DEL]	[DEL]
018430501	QuickSet 6mm Post Pump w/Art Ch	CS	16	[DEL]	[DEL]
018440501	QuickSet 6mm No Art Ch	CS	16	[DEL]	[DEL]
009445601	QuickSet 8mm No Art Ch	CS	16	[DEL]	[DEL]
009558601	QuickSet 8mm PrePump Art Ch	CS	16	[DEL]	[DEL]
009559601	QuickSet 8mm PostPump Art Chr	CS	16	[DEL]	[DEL]
009566601	QuickSet 8mm PrePmp Pillow Post Art	CS	16	[DEL]	[DEL]
S-194C	Single Needle Set	CS	50	[DEL]	[DEL]
	OTHER PRODUCTS
CA-7000	Acetic Acid Sol 5% (4 x 1 gal jugs)	CS	4	[DEL]	[DEL]
CA-7400	Bleach 6 X 1 gallon jugs	CS	6	[DEL]	[DEL]
SP-4051	Salt Pellets 40# Bag	EA	1	[DEL]	[DEL]
220615050	Neck Insert Assembly	CS	50	[DEL]	[DEL]
TIPSTOP	Compression Bandage	BX	96	[DEL]	[DEL]
003700000	Recirculation Adaptor	CS	100	[DEL]	[DEL]
105382	Small Blue Box	BX		[DEL]	[DEL]
105400	Large Blue Box	BX	1	[DEL]	[DEL]
105479	Transport Sleeve	CS	50	[DEL]	[DEL]
105661	Blood Culture Kit	CS	6	[DEL]	[DEL]

4

Execution Copy

*ACID CONCENTRATE

Product Code	Product Description	UOM	Price	UOM	Price
AC 24XX	55 Gallon Drummed Concentrate	DR	[DEL]
AC 10XX	55 Gallon Drummed Concentrate	DR	[DEL]
AC 24XX	One Gallon Jugged Concentrate	CS (4 jugs)	[DEL]	Jug	[DEL]
AC 10XX	One Gallon Jugged Concentrate	CS (4 jugs)	[DEL]	Jug	[DEL]

INTENSIVE CARE EQUIPMENT & ACCESSORIES

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
9662065	PrismaFlo Blood/Fluid Warmer	EA	1	[DEL]	[DEL]
9662032C	Prismatherm II Blood Warmer	EA	1	[DEL]	[DEL]
6041347	TPE KIT Software for Prisma	EA	1	[DEL]	[DEL]
G99009301	Prismatherm II Mounting Block	EA	1	[DEL]	[DEL]
4521118	Operators Manual for PrismaTherm II	EA	1	[DEL]	[DEL]
97708100	Thermal Sleeve for PrismaTherm II	EA	1	[DEL]	[DEL]
PREPCOMP	PREP Comprehensive Course	EA	1	[DEL]	[DEL]
PREPSA	PREP Skills Assessment Course	EA	1	[DEL]	[DEL]

INTENSIVE CARE DISPOSABLE PRODUCTS

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
8353415	Prisma M60 Post Dilution Set	CS	4	[DEL]	[DEL]
8353402	Prisma M60 Pre Dilution Set	CS	4	[DEL]	[DEL]
8353486	Prisma M100 PreWarm Set	CS	4	[DEL]	[DEL]
8353490	Prisma M100 Post/Warm Set	CS	4	[DEL]	[DEL]
8399050	Prisma HF 1000 Pre Dilution Set	CS	4	[DEL]	[DEL]
SP-375	Prisma 5-L Effluent Bag	CS	40	[DEL]	[DEL]
SP-127	Y Connector Accessory	CS	25	[DEL]	[DEL]
SP-C13	Spike Adaptor Accessory	CS	75	[DEL]	[DEL]
C765	Adsorba Extension Line	CS	32	[DEL]	[DEL]

5

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	PKG QTY	EACH PRICE	EXTENDED PRICE
SKN-601	Adsorba 150C Pediatric Cartridge	EA	1	[DEL]	[DEL]
SKN-602	Adsorba 300C Cartridge	EA	1	[DEL]	[DEL]
6054351	PrismaSate BK0/3.5	CS	2	[DEL]	[DEL]
6054352	PrismaSate BGK2/0	CS	2	[DEL]	[DEL]
6054355	PrismaSate BGK4/0	CS	2	[DEL]	[DEL]
6054356	PrismaSate BGK4/2.5	CS	2	[DEL]	[DEL]
6032635A	SP401 Prisma Extension Line	CS	20	[DEL]	[DEL]
99607250	Micropur Tablets	CS	10	[DEL]	[DEL]
018082000	RS-232 Conn Assy Kit for Prisma	EA	1	[DEL]	[DEL]
8320001	Prisma TPE 2000 Set	CS	4	[DEL]	[DEL]
6032403	Multibag Connect Adaptor Assy	CS	75	[DEL]	[DEL]

INTENSIVE CARE PRISMAFLEX EQUIPMENT AND DISPOSABLE PRODUCTS

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	EACH PRICE	EXTENDED PRICE
6023014700	PRISMAFLEX SYSTEM	EA	1	[DEL]	[DEL]
8353510	PRISMAFLEX M60 SET	CS	4	[DEL]	[DEL]
8353520	PRISMAFLEX M100 SET	CS	4	[DEL]	[DEL]
8399030	PRISMAFLEX HF1000 SET	CS	4	[DEL]	[DEL]
8399040	PRISMAFLEX HF1400 SET	CS	4	[DEL]	[DEL]
SP-418	9 Liter Effluent Bag	CS	30	[DEL]	[DEL]
S-660-C	Prismaflex Y connector	CS	50	[DEL]	[DEL]
SP-414	PRISMAFLEX 5-LITER BAG	CS	50	[DEL]	[DEL]
339100102	PRISMAFLEX TECH TRNG CLASS	EA	1	[DEL]	[DEL]

[DELETED]

[DELETED]

PHOENIX^® SPARE PARTS

Purchaser’s price for Phoenix Spare Parts [DELETED] from the following list prices:

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6040695	H. D. Bpm	EA	1	[DEL]	Phoenix
6040927	Kit, Central Concentrate Kit	EA	1	[DEL]	Phoenix Accessory

6

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6040984	Phoenix/Inn Cwp Adapter Kit	EA	1	[DEL]	Phoenix
6041271	Tech Card (Pcmcia)	EA	1	[DEL]	Phoenix
6041370	Tool, Hexagonal Wrench	EA	1	[DEL]	Phoenix
6041438	Single Needle Kit	EA	1	[DEL]	Phoenix Accessory
6041461	Conn. Kit Test Points Conn Kit	EA	1	[DEL]	Phoenix
6904056	Tube 2x5,5 Silicone 10pk	CS	10	[DEL]	Phoenix
6911572	Buzzer 24v Dc	EA	1	[DEL]	Phoenix
6918155	Silicone Tube 5x9 10pk	CS	10	[DEL]	Phoenix
6923601	Shutter Assembly	EA	1	[DEL]	Phoenix
6936280	Tube 6x12 Silicone 10 Pk	CS	10	[DEL]	Phoenix
6939730	6 Pole Fem Term On Board Conn	CS	50	[DEL]	Phoenix
6942239	Fuse Holder Cap, Pwr Supp 2pk	CS	2	[DEL]	Phoenix
6942684	Push Button Sw-Ultrafil Bl Det	EA	1	[DEL]	Phoenix
6943195	F. Conn. 4 Poles (Mod Ii) 10pk	CS	10	[DEL]	Phoenix
6943617	F. Conn. 2 Poles (Mod Ii) 10pk	CS	10	[DEL]	Phoenix
6944151	M Conn 2poles (Modu Ii) 10 Pk	CS	10	[DEL]	Phoenix
6944185	M Terminal (Modu Ii) 10 Pk	CS	10	[DEL]	Phoenix
6945240	F. Conn. 6 Poles (Mod Ii) 10pk	CS	10	[DEL]	Phoenix
6946065	Ph Probe Gasket 5pk	CS	5	[DEL]	Phoenix
6946198	Opto Triac 45a	EA	1	[DEL]	Phoenix
6946719	Ph Holder Nut 2pk	CS	2	[DEL]	Phoenix
6946750	Ph Probe Mnt W/Tie Wrap 5pk	CS	5	[DEL]	Phoenix
6946925	Oring, Water Filter 10pk	CS	10	[DEL]	Phoenix
6947295	Led Green, Hep&Bld Pump,Power	CS	10	[DEL]	Phoenix
6947998	Oring, 2-008, Male Conc Conn 10pk	CS	10	[DEL]	Phoenix
6948087	Optical Flow Sw Assy (Lfp,Lfd)	EA	1	[DEL]	Phoenix
6948574	Fuse T 0,80a 5x20 250v 10pk	CS	10	[DEL]	Phoenix
6948582	Fuse T 3, 15a 5x20 250v 10pk	CS	10	[DEL]	Phoenix
6948590	Fuse T 6, 3a 5x20 250v 10pk	CS	10	[DEL]	Phoenix
6948996	Connector, Type B Male	EA	1	[DEL]	Phoenix
6949572	Orings, Conc. Conn. Kit	EA	1	[DEL]	Phoenix
6950521	Sterilant Male Conn. Yellow	EA	1	[DEL]	Phoenix
6950570	Quick Connector Water Filter	EA	1	[DEL]	Phoenix
6950737	Check Valve (Silicon) Ow11	EA	1	[DEL]	Phoenix
6950745	Heparin Syringe Carriage	EA	1	[DEL]	Phoenix

7

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6951651	Oring, 2-014, Level Sensors 10pk	CS	10	[DEL]	Phoenix
6952220	O Ring 5-612 Silicone 10 Pk	CS	10	[DEL]	Phoenix
6952238	Filter 5pk	CS	5	[DEL]	Phoenix
6952709	Micro 68hc11	EA	1	[DEL]	Phoenix
6953210	Fuse T 2,50a 5x20 250v 10pk	CS	10	[DEL]	Phoenix
6954259	Ph Board	EA	1	[DEL]	Phoenix
6954291	Type A Sp Male Conn	EA	1	[DEL]	Phoenix
6955686	Heparin Stepp.Motor Board	EA	1	[DEL]	Phoenix
6955777	Dc Timer	EA	1	[DEL]	Phoenix
6955793	Fuse T O,10a 5x20 250v 10 Pk	CS	10	[DEL]	Phoenix
6955926	Connector, “L” 6x5 6x5 Silicone 5 Pk	CS	5	[DEL]	Phoenix
6955934	Connector,Str,Silicone 5 Pk	CS	5	[DEL]	Phoenix
6955942	T Connector (Silcone) 5pk	CS	5	[DEL]	Phoenix
6955975	Bld Ir Led Assy (M)	EA	1	[DEL]	Phoenix
6955983	Bld Photodiode Assy (M)	EA	1	[DEL]	Phoenix
6955991	Dc Motor Drive Board P1p2	EA	1	[DEL]	Phoenix
6956007	Dc Motor Drive Board Pc	EA	1	[DEL]	Phoenix
6956411	Fuse Tt 0.25a 5x20 250v 2pk	CS	2	[DEL]	Phoenix
6956726	Head Pump (P1/P2)	EA	1	[DEL]	Phoenix
6956734	Head Pump (Pc)	EA	1	[DEL]	Phoenix
6956833	Main Switch (15a)	EA	1	[DEL]	Phoenix
6956866	Wheel, Phonic Wheel P1/P2	EA	1	[DEL]	Phoenix
6956932	No Return Valve (White)	EA	1	[DEL]	Phoenix
6956940	Uf Burette Assy	EA	1	[DEL]	Phoenix
6956957	Reducer, Regulator (R2)	EA	1	[DEL]	Phoenix
6957013	Ultrafilter Mounting Clip	EA	1	[DEL]	Phoenix
6957054	Level Detector Assy	EA	1	[DEL]	Phoenix
6957351	Transformer	EA	1	[DEL]	Phoenix
6957369	Ni-Cd Battery	EA	1	[DEL]	Phoenix
6957377	Power Supply	EA	1	[DEL]	Phoenix
6957724	Cuff, Bpm Child (10-19 Cm)	EA	1	[DEL]	Phoenix Accessory
6957732	Cuff, Bpm Small Adult (18-26 Cm)	EA	1	[DEL]	Phoenix Accessory
6957740	Cuff, Bpm Medium (25-35 Cm)	EA	1	[DEL]	Phoenix Accessory
6957765	Cuff, Bpm Large Adult (33-47 Cm)	EA	1	[DEL]	Phoenix Accessory

8

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6957773	Bld Electromagnet (M)	EA	1	[DEL]	Phoenix
6957872	Bpm Adjustment Kit	EA	1	[DEL]	Phoenix
6957971	Bld Vessel	EA	1	[DEL]	Phoenix
6957989	Bld Assy (M)	EA	1	[DEL]	Phoenix
6958698	Bicart Oring 2.4x9.3(10 Pr Pk)	CS	10	[DEL]	Phoenix
6958789	Main Switch (20a)	EA	1	[DEL]	Phoenix
6958821	Filter, Inlet Water	EA	1	[DEL]	Phoenix Accessory
6959050	Pump Assy Pc	EA	1	[DEL]	Phoenix
6959068	Pump Assy P1-P2	EA	1	[DEL]	Phoenix
6959175	Board Extractor	EA	1	[DEL]	Phoenix
6959423	Tray, Concentrate (Slanted)	EA	1	[DEL]	Phoenix Accessory
6959514	Twin Wheel	EA	1	[DEL]	Phoenix
6959589	Alarm Led Board (R/Y)	EA	1	[DEL]	Phoenix
6959720	Reducer, Regulator (R1)	EA	1	[DEL]	Phoenix
6959779	Pump Spring Kit	EA	1	[DEL]	Phoenix
6959787	Conn., Water Supply/Drain Conn Kit	EA	1	[DEL]	Phoenix
6960033	Tubing, Tube D. 8x14 (Reinf Inlet) 10pk	CS	10	[DEL]	Phoenix
6960041	Metallic Clip 10 Pk	CS	10	[DEL]	Phoenix
6960108	Break Shoe 2pk	CS	2	[DEL]	Phoenix
6960116	Pneumatic Spring	EA	1	[DEL]	Phoenix
6960132	Oring, 2-021 R1 And R2 10 Pk	CS	10	[DEL]	Phoenix
6960157	Push Button (Hemoscan)	EA	1	[DEL]	Phoenix
6960538	Extender Pcb Eurocard-D	EA	1	[DEL]	Phoenix
6960546	Extender Pcb Eurocard	EA	1	[DEL]	Phoenix
6960645	Pump, Gear Pump, Clear Cover	EA	1	[DEL]	Phoenix
6960942	P2 Pump Calibration Tool	EA	1	[DEL]	Phoenix
6960967	Heparin Optical Sensor	EA	1	[DEL]	Phoenix
6960991	Alarm Leds Cover	EA	1	[DEL]	Phoenix
6961015	Door Gasket 2 Per Pack	CS	2	[DEL]	Phoenix
6961031	Conn., Dialysate Sampling Conn.	EA	1	[DEL]	Phoenix Accessory
6961056	Heparin Stepper Motor	EA	1	[DEL]	Phoenix
6961064	Concentrate Tank Tray	EA	1	[DEL]	Phoenix Sn Ph1075/Lower
6961072	Cover, Inlet Water Filter	EA	1	[DEL]	Phoenix

9

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6961098	Flow Switch Glass Tube	EA	1	[DEL]	Phoenix
6961106	Heater Relay	EA	1	[DEL]	Phoenix
6961114	Vibration Damping Kit	EA	1	[DEL]	Phoenix
6961130	Fuse 10 Per Pack	CS	10	[DEL]	Phoenix
6961148	P.S. Mother Board	EA	1	[DEL]	Phoenix
6961155	P.S. +24 Board	EA	1	[DEL]	Phoenix
6961163	P.S. Service Board	EA	1	[DEL]	Phoenix
6961171	P.S. Pfc Board	EA	1	[DEL]	Phoenix
6961189	Oring Mounting Tool	EA	1	[DEL]	Phoenix
6961239	Restriction I.D. 1	EA	1	[DEL]	Phoenix
6961247	Restriction I.D. 1.7 5 Pk	CS	5	[DEL]	Phoenix
6961288	Oring, 2-007 Acid/Bicarb Inj Probe 10 Pk	CS	10	[DEL]	Phoenix
6961353	Silicone Spray	EA	1	[DEL]	Phoenix
6961395	L Conn. I.D. 5x6,5 (Sil) 5pk	CS	5	[DEL]	Phoenix
6961403	“-” Conn. I.D. 5x6,5 (Sil) 5pk	CS	5	[DEL]	Phoenix
6961767	Regulator, Stainless Steel Shutter R2	EA	1	[DEL]	Phoenix
6962039	Pump Insert 5 Per Pack	CS	5	[DEL]	Phoenix
6962054	Stepper Motor (H Pump)	EA	1	[DEL]	Phoenix
6962062	Flexible Coupling (H)	EA	1	[DEL]	Phoenix
6962245	Heparin Pump Seeger 5pk	CS	5	[DEL]	Phoenix
6962450	2 Way Valve Body (Peek)	EA	1	[DEL]	Phoenix
6962468	2 Way Solenoid Valve (Peek)	EA	1	[DEL]	Phoenix
6962476	2 Way Valve Magnet (Am)	EA	1	[DEL]	Phoenix
6962484	3 Way Valve Body (Peek)	EA	1	[DEL]	Phoenix
6962492	3 Way Solenoid Valve (Peek)	EA	1	[DEL]	Phoenix
6962500	3 Way Valve Magnet (Am)	EA	1	[DEL]	Phoenix
6962559	Deflector 5pk	CS	5	[DEL]	Phoenix
CAP82573	Heat Exchanger	EA	1	[DEL]	Phoenix
6963268	Pole, Iv Pole Adjustable	EA	1	[DEL]	Phoenix
6963391	Short “L” Conn. (Silicone) 5pk	CS	5	[DEL]	Phoenix
6963839	Board, Hd Bpm Board Assy	EA	1	[DEL]	Phoenix
6964191	I/O Selection Part B Gal	EA	1	[DEL]	Phoenix
6964209	I/O Selection Part A Gal	EA	1	[DEL]	Phoenix
6964449	Plug (Peek Valve) 5 Per Pack	CS	5	[DEL]	Phoenix
6964613	Fixture, Valve Rebuild	EA	1	[DEL]	Phoenix
6964712	Oring, 2-112 Fem Dial Conn (Silicone) 10pk	CS	10	[DEL]	Phoenix

10

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6965107	Power Supply New Conn. Kit	EA	1	[DEL]	Phoenix
6965537	Sterilant Tank Assy (M)	EA	1	[DEL]	Phoenix
6965578	Concentrate Injector	EA	1	[DEL]	Phoenix
6965891	Stepper Eight Board	EA	1	[DEL]	Phoenix
6965925	Bubble Trap Btp-Bt2	EA	1	[DEL]	Phoenix
6965933	Bubble Trap Bt1	EA	1	[DEL]	Phoenix
6965990	G. Pump Motor 15w (P1-P2)	EA	1	[DEL]	Phoenix
6966006	G. Pump Motor 20w (Pc)	EA	1	[DEL]	Phoenix
6966097	Phonic Wheel D.5	EA	1	[DEL]	Phoenix
6966394	Faston Contact Kit 10pk	CS	10	[DEL]	Phoenix
6966493	Univ. Pump Step Eight	EA	1	[DEL]	Phoenix
6966519	Uf Burette Sub-Assy	EA	1	[DEL]	Phoenix
6966527	Sterilant Tank Sub-Assy	EA	1	[DEL]	Phoenix
6966576	Cuff, Bpm Thigh (46-66 Cm)	EA	1	[DEL]	Phoenix Accessory
6966584	Universal Pump Insert 10pk	CS	10	[DEL]	Phoenix
6966634	“L” Conn. I.D.8x6, 5 (Sil) 5pk	CS	5	[DEL]	Phoenix
6966642	“T” Conn I.D. 8x6,5 (Sil) 5pk	CS	5	[DEL]	Phoenix
6966931	Screw Kit For Panels	EA	1	[DEL]	Phoenix
6966980	Tubing, Silicone Tube D. 3x6(Concentrate)	CS	10	[DEL]	Phoenix
6967137	Pressure Transducer	EA	1	[DEL]	Phoenix
6967335	Pedal, Brake Pedal	EA	1	[DEL]	Phoenix Sn Ph1075/Lower
6967384	Kit, Hd Bpm Pneumatic Kit	EA	1	[DEL]	Phoenix
6967426	Pump, Hd Bpm Pump	EA	1	[DEL]	Phoenix
6967772	Carrier 1 Board (Main)	EA	1	[DEL]	Phoenix
6967863	Check Valve, Ow1, Ow4, Ow5, Ow12	CS	4	[DEL]	Phoenix
6967871	T Conn I.D. 5x6 5x6x5	CS	5	[DEL]	Phoenix
6967988	Switch, Press Sw Assy 760mmhg(Swp1)	EA	1	[DEL]	Phoenix
6967996	Switch, Press Sw Assy 380mmhg(Swp)	EA	1	[DEL]	Phoenix
6968036	Cable, Hd Bpm Cable	EA	1	[DEL]	Phoenix
6968192	Eprom Bioslave (U32)	EA	1	[DEL]	Phoenix
6968267	Diascan Probe	EA	1	[DEL]	Phoenix
6968507	Driving Magnet Pos. T	EA	1	[DEL]	Phoenix
6968747	Lvds-Tx Board	EA	1	[DEL]	Phoenix

11

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6968754	Lvds-Rx-Sh Board	EA	1	[DEL]	Phoenix
6968804	Mother Board	EA	1	[DEL]	Phoenix
6968945	Ethernet Interface Board	EA	1	[DEL]	Phoenix
6969059	Blood Pump Board	EA	1	[DEL]	Phoenix
6969091	Smart Card Adaptor Board	EA	1	[DEL]	Phoenix
6969109	Blood Slave Board	EA	1	[DEL]	Phoenix
6969125	Hydraulic Slave Board	EA	1	[DEL]	Phoenix
6969141	Protective Slave Board	EA	1	[DEL]	Phoenix
6969232	Whu-Conn. Sensors Board	EA	1	[DEL]	Phoenix
6969240	Blood Pump Hall Sensors Board	EA	1	[DEL]	Phoenix
6969521	Connector Diod Kit	CS	5	[DEL]	Phoenix
6969539	Board, Venous Clamp Driver	EA	1	[DEL]	Phoenix
6969604	Ph6 Probe Kit	EA	1	[DEL]	Phoenix
6969687	Self-Lubricating Spacer	CS	10	[DEL]	Phoenix
6969711	Cd Rom Driver	EA	1	[DEL]	Phoenix
6969729	Rotor Replacing Kit	EA	1	[DEL]	Phoenix
6969802	Thermistor Probe (Short Cab)	EA	1	[DEL]	Phoenix
6969810	Thermistor Probe (Long Cable)	EA	1	[DEL]	Phoenix
6969828	Diascan Thermistor Probe	EA	1	[DEL]	Phoenix
6969844	Heparin Pump (10/20 Cc)	EA	1	[DEL]	Phoenix
6969851	Heparin Pump (20/30 Cc)	EA	1	[DEL]	Phoenix
6969869	Syringe Holder (10/20 Cc)	EA	1	[DEL]	Phoenix
6969877	Syringe Holder (20/30 Cc)	EA	1	[DEL]	Phoenix
6969885	Tubes, Preformed Tubes Kit(Hard Pvc)	EA	1	[DEL]	Phoenix
6969901	Tray, Adr Tray (Back Of Machine)	EA	1	[DEL]	Phoenix Accessory
6969935	Blood Pump Keyboard	EA	1	[DEL]	Phoenix
6969943	Heparin Pump Keyboard	EA	1	[DEL]	Phoenix
6969976	Red/Blue Fem Dial Conn Kit	EA	1	[DEL]	Phoenix
6970149	Heater Cartridge Kit	EA	1	[DEL]	Phoenix
6970164	Heater Assy (115v-1400w)	EA	1	[DEL]	Phoenix
6970180	Dc/Dc 24/12v Power Supply	EA	1	[DEL]	Phoenix
6970198	Bleach/Sterilant Conn Kit	EA	1	[DEL]	Phoenix
6970255	Clip (Heater)	EA	1	[DEL]	Phoenix
6970271	Inverter Cxa0217	EA	1	[DEL]	Phoenix
6970289	Touch Screen Controller	EA	1	[DEL]	Phoenix
6970388	Smart Card Interface	EA	1	[DEL]	Phoenix

12

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6970438	Thermal Resistance Pt100	EA	1	[DEL]	Phoenix
6970446	Compound Kit	EA	1	[DEL]	Phoenix
6970453	Venturi Tube (Who)	EA	1	[DEL]	Phoenix
6971022	Universal Syringe Carriage	EA	1	[DEL]	Phoenix
6971055	Bioslave Board	EA	1	[DEL]	Phoenix
6971089	Board, Rs-485 Cnet Cca	EA	1	[DEL]	Phoenix Accessory
6971105	Bpm Upgrade Kit	EA	1	[DEL]	Phoenix
6971188	Cwp Inlet Connector	EA	1	[DEL]	Phoenix
6971204	Dialysate Hose Retrofit Kit	EA	1	[DEL]	Phoenix
6971683	Cuff Holder Rods	EA	1	[DEL]	Phoenix
6971725	Power Cable Kit	EA	1	[DEL]	Phoenix
6971733	Drain Tube	EA	1	[DEL]	Phoenix
6971758	Gal Hydraulic/Blood Ic37	EA	1	[DEL]	Phoenix
6971766	Gal Protective Ic17	EA	1	[DEL]	Phoenix
6971774	Gal Bioslave U43	EA	1	[DEL]	Phoenix
6971782	Gal Bioslave U44	EA	1	[DEL]	Phoenix
6971857	Kit, Amp Modification Kit	EA	1	[DEL]	Phoenix Accessory
6971956	Blood Pump Rotor	EA	1	[DEL]	Phoenix
6971964	Blood Pump Cover Gray	EA	1	[DEL]	Phoenix
6971972	Blood Pump Cover Latch	EA	1	[DEL]	Phoenix
6972020	Log Book, Phoenix	EA	1	[DEL]	Phoenix
6972046	Dialyzer Rubber Bumpers	CS	2	[DEL]	Phoenix
6972053	Suction Rod, Sterilant	EA	1	[DEL]	Phoenix Accessory
6972061	Suction Rod, Acid/Acetate	EA	1	[DEL]	Phoenix Accessory
6972079	Suction Rod, Bicarbonate	EA	1	[DEL]	Phoenix Accessory
6972087	Log Book Holder	EA	1	[DEL]	Phoenix
6972200	Blood Pump Keyboard Ret Kit	EA	1	[DEL]	Phoenix
6972400	Eprom Bioslave Phoenix	EA	1	[DEL]	Phoenix
6972483	Pedal, Brake Pedal	EA	1	[DEL]	Phoenix Sn Ph1076/Higher
6972491	Concentrate Tank Tray Slanted	EA	1	[DEL]	Phoenix Sn Ph1076/Higher
6972509	Concentrate Tank Tray	EA	1	[DEL]	Phoenix Sn Ph1076/Higher

13

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6972566	Door Latch	EA	1	[DEL]	Phoenix
6972624	Phoenix Ill. Spare Part List	EA	1	[DEL]	Phoenix
6972665	Crate, Empty	EA	1	[DEL]	Phoenix
6972673	Smart Card Cover Phoenix	EA	1	[DEL]	Phoenix
6972780	Smart Card Guide Phoenix	EA	1	[DEL]	Phoenix
6972947	Cover, Who	EA	1	[DEL]	Phoenix
6972962	Cap, Who Connector	CS	5	[DEL]	Phoenix
6973028	Dty Monitor Kit	EA	1	[DEL]	Phoenix
6973085	Connector, Reduction Connector	CS	4	[DEL]	Phoenix
6973143	Pump Crank Clip Kit	EA	1	[DEL]	Phoenix
6973150	Clamp, Arterial Clamp Assy	EA	1	[DEL]	Phoenix
6973184	Hydraulic Cover Kit Phoenix	EA	1	[DEL]	Phoenix
6973200	Arterial Clamp Plug	EA	1	[DEL]	Phoenix
6973226	Crank Pin Kit	EA	1	[DEL]	Phoenix
6973242	Inlet Water Tube	EA	1	[DEL]	Phoenix
6973259	Cwp H2o Filter	EA	1	[DEL]	Phoenix
6973267	Cwp Pressure Reducer	EA	1	[DEL]	Phoenix
6973275	Cwp 2 Way Valve	EA	1	[DEL]	Phoenix
6973309	Molded Who Kit	EA	1	[DEL]	Phoenix
6973333	Tubes Kit,Performed Tubes Kit	EA	1	[DEL]	Phoenix
6973341	Select Push Button	EA	1	[DEL]	Phoenix
6973374	White Main Keyboard	EA	1	[DEL]	Phoenix
6973416	Locking Cap	EA	1	[DEL]	Phoenix
6973424	Clamp Damper Kit, Snc Clamp	EA	1	[DEL]	Phoenix
6973432	Switching Power Supply	EA	1	[DEL]	Phoenix
6973440	Lead Battery 12v 7a	EA	1	[DEL]	Phoenix
6973481	Tdk Inverter Cabling	EA	1	[DEL]	Phoenix
6973507	Peristaltic Pump Coupling	EA	1	[DEL]	Phoenix
6973564	Overtemperature Board 115v	EA	1	[DEL]	Phoenix
6973606	Clean Dialysate By-Pass	EA	1	[DEL]	Phoenix
6973648	Oring, Swp1 Press Sw 10pk Phx	CS	10	[DEL]	Phoenix
6973663	Oring, 2-011	CS	10	[DEL]	Phoenix
6973655	Oring, 2-005	CS	10	[DEL]	Phoenix
6973671	Oring, Water Panel In-Out 10pk	CS	10	[DEL]	Phoenix
6973689	Oring, Male Disinfectant Conn	CS	10	[DEL]	Phoenix
6973812	Top Tray	EA	1	[DEL]	Phoenix
6973838	Clip, Top Tray Clip	EA	1	[DEL]	Phoenix

14

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6973846	Holder, Power Cable Holder	EA	1	[DEL]	Phoenix
6974026	Cd,Service Manual Maint, Phnx	EA	1	[DEL]	Phoenix
6974109	Sn Chamber Holder	EA	1	[DEL]	Phoenix
6974141	Restrictor, Degassing	EA	1	[DEL]	Phoenix
6974166	Bicart Holder W/Univ Arm	EA	1	[DEL]	Phoenix
6974174	Clip, Bicart Arms Clip	EA	1	[DEL]	Phoenix
6974273	Pib Board	EA	1	[DEL]	Phoenix
6974299	Grease, Silicon Grease 100gr Tube	EA	1	[DEL]	Phoenix
6974380	Pressure Sensor Kit	EA	1	[DEL]	Phoenix
6974554	Holder, Filter Holder	EA	1	[DEL]	Phoenix
6974562	Cable, Lvds Rx Tx Cable	EA	1	[DEL]	Phoenix
6974570	Antistatic Twin Wheels	CS	4	[DEL]	Phoenix
6974836	Manual, Operators Paper Copy	EA	1	[DEL]	Phoenix Accessory
6974950	Flash Protective	EA	1	[DEL]	Phoenix
6974968	Flash Blood	EA	1	[DEL]	Phoenix
6974976	Flash Hydraulic	EA	1	[DEL]	Phoenix
6974984	Flash Bioslave	EA	1	[DEL]	Phoenix
6974992	Cd Upgrading Sw 3.25.0	EA	1	[DEL]	Phoenix
6975015	Spike, Upper Spike Per Univ Arm	EA	1	[DEL]	Phoenix
6975023	Spike, Lower Spike Per Univ Arm	EA	1	[DEL]	Phoenix
6975031	Spike, Lower Spike Univ Arm	EA	1	[DEL]	Phoenix
6975049	Smart Keyboard Interface	EA	1	[DEL]	Phoenix
6975114	Kit, Connector Locking Kit	EA	1	[DEL]	Phoenix
6975148	Wire, Copper Wire Skein	EA	1	[DEL]	Phoenix
6975155	Spike, Upper Spike Univ Arm	EA	1	[DEL]	Phoenix
6975186	Solution, Stabilant 22 Solution	EA	1	[DEL]	Phoenix
6975197	Moulded Abd	EA	1	[DEL]	Phoenix Sn Ph6900/Higher
6975213	Cuff, Child (10-19cm) Latex Free	EA	1	[DEL]	Phoenix Accessory
6975221	Cuff, Small Adult(18-26cm) Latex Free	EA	1	[DEL]	Phoenix Accessory
6973239	Cuff, Medium Adult (25-35cm) Latex Free	EA	1	[DEL]	Phoenix Accessory
6975247	Cuff, Large Adult (33-47cm) Latex Free	EA	1	[DEL]	Phoenix Accessory
6975254	Cuff, Thigh (46-66cm)	EA	1	[DEL]	Phoenix Accessory

15

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6975395	Silicon, Compound	EA	1	[DEL]	Phoenix
6975403	Cd-Rom, Schematics	EA	1	[DEL]	Phoenix
6975429	Dasco Abd Patient Sensor	EA	1	[DEL]	Phoenix Sn Ph6900/Higher
6975585	Hydraulic Circuit Flowpath Poster	EA	1	[DEL]	Phoenix
6975692	Board, Pc104 Pentium Board	EA	1	[DEL]	Phoenix
6975726	Probe Assy Kit, Acetate	EA	1	[DEL]	Phoenix
6975734	Probe Assy Kit, Bicarb	EA	1	[DEL]	Phoenix
6975775	Resistor, Damping Resistor	EA	1	[DEL]	Phoenix
6975783	Cd, Software 3.25.2	EA	1	[DEL]	Phoenix
6975825	Flash Bioslave	EA	1	[DEL]	Phoenix
6975833	Cd-Rom Adapter	EA	1	[DEL]	Phoenix
6975924	Door, Abd Door	EA	1	[DEL]	Phoenix
6975973	Filter, Toroidal Elec. Filter	EA	1	[DEL]	Phoenix
6975999	Holder, Filter Holder Assy	EA	1	[DEL]	Phoenix
6976005	Oring, Abd Assy	CS	10	[DEL]	Phoenix
6976013	Switch, Main Switch Protection Ph	CS	10	[DEL]	Phoenix
6976021	By-Pass Protection	CS	10	[DEL]	Phoenix
6976161	Cable, Rs 232 Touch Screen Cable	EA	1	[DEL]	Phoenix
6976153	Cable, Ps2 Smart Keyboard Cable	EA	1	[DEL]	Phoenix
6976211	Conn Kit, Male Dialysate Connector Kit	EA	1	[DEL]	Phoenix
6976229	Tool, Octagonal Nut	EA	1	[DEL]	Phoenix
6976245	Battery Back Up Old Rack	EA	1	[DEL]	Phoenix Accessory
6976252	Pressure Coupling	EA	1	[DEL]	Phoenix
6976278	Conn., Conc Conn Red Carter 1	EA	1	[DEL]	Phoenix
6976286	Conn., Conc Conn Red Carter 2	EA	1	[DEL]	Phoenix
6976294	Conn., Conc Conn Blue Carter 3	EA	1	[DEL]	Phoenix
6976302	Conn., Conc Conn Yellow Carter	EA	1	[DEL]	Phoenix
6976310	Conn., Conc Conn White Carter	EA	1	[DEL]	Phoenix
6976328	Conn., Conc Conn Blue Carter B	EA	1	[DEL]	Phoenix
6976393	Crank, Blood Pump Crank	EA	1	[DEL]	Phoenix
6976336	Conn., Power Supply Conn. 14 Pin	EA	1	[DEL]	Phoenix
6976443	Board, Lvds-Rx Board 3.3v	EA	1	[DEL]	Phoenix
6977086	Board, Lvds-Tx Board 3.3v	EA	1	[DEL]	Phoenix
6977193	Battery Back Up - Switching Ps	EA	1	[DEL]	Phoenix Accessory

16

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
6977219	Venous Clamp Assy	EA	1	[DEL]	Phoenix
6977235	Tubes, Central Conc Tubes	EA	1	[DEL]	Phoenix
6977334	Cd Operator Manual	EA	1	[DEL]	Phoenix Accessory
6977466	Gear Pump Nipple Phoenix	EA	1	[DEL]	Phoenix
6977474	Cable, Pressure Sensor Phx	EA	1	[DEL]	Phoenix
6977490	Meter, Flow Aichi New	EA	1	[DEL]	Phoenix
6977540	Flash Compact Flash 128mb	EA	1	[DEL]	Phoenix
6977557	Sdram Sodimm 128mb	EA	1	[DEL]	Phoenix
6977565	Magnetic Buzzer Kit	EA	1	[DEL]	Phoenix
6977573	Port, Dialysate Sampling Port	EA	1	[DEL]	Phoenix
6977581	Microswitch	EA	1	[DEL]	Phoenix
6977599	Orings Kit	EA	1	[DEL]	Phoenix
6977615	Conn., Type A Female	EA	1	[DEL]	Phoenix
6977623	Tubes Retro Fit Kit	EA	1	[DEL]	Phoenix
6977649	Inverter Gh10	EA	1	[DEL]	Phoenix
6977672	Conn., Type B Female	EA	1	[DEL]	Phoenix
6977680	Conn., Sterilant Female	EA	1	[DEL]	Phoenix
6977847	Cable,Cd-Rom-Pc104 Ribbon Phx	EA	1	[DEL]	Phoenix
6977854	Tool, Grease Dispenser	EA	1	[DEL]	Phoenix
6977870	Cable, Trans Ps J37 (Old) Phx	EA	1	[DEL]	Phoenix
6977888	Cable, Switching Ps J37(New)	EA	1	[DEL]	Phoenix
6977953	Jumper +5vb/+5vd	EA	1	[DEL]	Phoenix
6977987	Kit, Conc. Connector	EA	1	[DEL]	Phoenix
6977995	Cd Rom Service Manual	EA	1	[DEL]	Phoenix
6978233	Buzzer, Magnetic Buzzer	EA	1	[DEL]	Phoenix
6978241	Tool, Tube Cutter Tool	EA	1	[DEL]	Phoenix
6978266	Tool, Silicon Cntt. Tool	EA	1	[DEL]	Phoenix
6978373	Valve, Safety Valve Kit	EA	1	[DEL]	Phoenix
6978381	Container, Ph Probe Container	EA	1	[DEL]	Phoenix
6978597	Manual, Service	EA	1	[DEL]	Phoenix
6978795	Cd Sw Upgrading 3.33.3	EA	1	[DEL]	Phoenix
6979033	Tubes, Ultrafilter Tubes	EA	1	[DEL]	Phoenix
6979017	Tubing Harness	EA	1	[DEL]	Phoenix
6979041	Insulation Heater Assy	EA	1	[DEL]	Phoenix
6979058	Display Frame	EA	1	[DEL]	Phoenix
6979090	Cable, Lvds Tx-Pc Flat Cabel	EA	1	[DEL]	Phoenix

17

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	UOM	QTY PER CASE	LIST PRICE	WHERE USED
501438000	Cap Assy, Clear Adr Disinfect	EA	1	[DEL]	Phoenix Accessory
501510000	Cap Assy, Yellow Adr, Bleach	EA	1	[DEL]	Phoenix Accessory
515000200	Cap Assy, Red 38mm Acid Gal Jug	CS	10	[DEL]	Phoenix
515001200	Cap Assy, Blue 63mm 10 Liter Jug	CS	10	[DEL]	Phoenix
515002200	Cap Assy, Red 63mm Acid 10 Liter Jug	CS	10	[DEL]	Phoenix
515003000	Jug Assy, Acid 10 Liter	EA	1	[DEL]	Phoenix
515004000	Jug Assy, Bicarb 10 Liter	EA	1	[DEL]	Phoenix
515005000	Container, Phoenix Transporter	EA	1	[DEL]	Phoenix Accessory
515006200	Adapter, Bicarb Cent. Conc W/O	CS	10	[DEL]	Phoenix
515007200	Adapter, Acid Cent. Conc W/O	CS	10	[DEL]	Phoenix
515008000	Port, Sample Port, Dialysis	EA	1	[DEL]	Phoenix
9800981700	Blood Pump Rotor Occl Test	EA	1	[DEL]	Phoenix
9800981800	Blood Circuit Testing Tool	EA	1	[DEL]	Phoenix
K12755001	Tool, Withdrawing Tube	EA	1	[DEL]	Phoenix

CENTRYSYSTEM SPARE PARTS

Purchaser’s price for Centrysystem Spare Parts [DELETED] from the following list prices:

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/ PACK	WHERE USED
500007001	Switch, Flow, 160 Cc/Min	1	[DEL]	Cs3,Bicart
500008000	O-Ring, 1.171 I.D. X .139	2	[DEL]	Cs3 (Defoamer Acc) Center)
500009000	O-Ring, 3.359 I.D. X .139	1	[DEL]	Cs3 (Defoamer Acc Cannister Cov)
500011000	Kit, Hardware	1	[DEL]	Cs3 (Defoamer Acc)
500015200	Fuse, 1 Amp 250 V	10	[DEL]	Cs3(Dp Cca)
500030001	Regulator, Back Press.18 Psi	1	[DEL]	Cs3(Prv3)
500047030	Cca, Rs-485 Adapter, Cnet	1	[DEL]	Cnet Conroller (Quatech)
500055001	Regulator, Back Press. 8 Psi	1	[DEL]	Cs3 (Prv 1,2)
500055016	Regulator, Prv1-2	1	[DEL]	Cs3 Plus

18

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
500055040	Prv 4/5, Regulator, Back Pres	1	[DEL]	Cs3
500055060	Prv 6, Regulator, Back Pres	1	[DEL]	Cs3
500060000	Cable, Kit, To Wall	1	[DEL]	Cs3 W/Cnet
500061000	Cca, Interface	1	[DEL]	Cs3 W/Cnet
500061000r	Cca, Interface	1	[DEL]	Cs3 Refurbished
500061100	Cca, Centrynet Interface	1	[DEL]	Cs3 W/Cnet
500062000	Kit, Wall Attach Kit	1	[DEL]	Cs3 W/Cnet
500063000	Termination Assembly	1	[DEL]	Cs3 W/Cnet
500064000	Cable Kit, Pc To Wall Cable Kit	1	[DEL]	Cs3 W/ Cnet,Network Controller
500065000	Manual, Cnet Ntwrk Ad	1	[DEL]	Cs3 W/ Cnet,Network Controller
500066022	Manual, Cnet 2.2 Operat	1	[DEL]	Cs3 W/Cnet
500067000	Cable Kit, Interface,Centry	1	[DEL]	Cs3 W/Cnet
500068200	Cap Kit, Centrynet	5	[DEL]	Cs3 W/Cnet
500069200	Label Kit, Warning	25	[DEL]	Cs3 W/Cnet
500070000	Adapter, Pc To Wall	1	[DEL]	Cs3 W/Cnet, Network Controller
500071200	Faceplate, W/ Label	5	[DEL]	Cs3 W/Cnet
500072000	Cable, Power, Cnet Cca	1	[DEL]	Cs3 W/Cnet
500073000	Cable, Signal, Cnet Cca	1	[DEL]	Cs3 W/Cnet
500074000	Kit, Hardware, Cnet	1	[DEL]	Cs3 W/Cnet
500075000	Cable, Elim Plug	1	[DEL]	Cnet
500113200	Battery, 9 Volt Alkaline	4	[DEL]	Cs3
500128200	Brush Assy, Blood Pump	2	[DEL]	Cs3
500134000	Cap, Acetate Jug Assy	1	[DEL]	Cs3
500139200	Cap, Conc Jug W/O Holes	4	[DEL]	All 10L Concentrate Containers (Without Holes)
500140200	Lens, Central Alarm, Green	4	[DEL]	Cs3
500141200	Lens, Central Alarm, Red	4	[DEL]	Cs3
500142200	Lens, Central Alarm, Yellow	4	[DEL]	Cs3
500212200	Clamp, Hose, Dialyzer Line	8	[DEL]	Cs3
500232200	Connector, Elec Female	2	[DEL]	Cs3
500233200	Connector, Bicarb, Jug	4	[DEL]	Cs3 (Orange)
500241000	Cord Assy, 115 Volt Power	1	[DEL]	Cs3

19

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
500246000	Crank, Pump Hand	1	[DEL]	Cs3
500251000	Extender, Drain Line	1	[DEL]	Cs3
500255000	Filter Assy	1	[DEL]	Cs3
500259200	Stop Cock, 3-Way W M Ll	10	[DEL]	Cs3
500263200	Fuse, 2 Amp	10	[DEL]	Cs3
500265200	Fuse, 3-Amp, Slo Blo	10	[DEL]	Cs3
500309200	Holder, Fuse	4	[DEL]	All Equipment W/Fuses
500315000	Hose, Supply, Water, Kit	1	[DEL]	Cs3 (10 Ft Of Hose)
500335200	Tubing, 95” Roll Of 1/8	1	[DEL]	Cs3 (Silastic)
500335400	Tubing, 1200” Roll Of 1/8	1	[DEL]	Cs3 (Silastic)
500365200	Lamp, Front Panel Switch	10	[DEL]	Cs3
500365400	Lamp, Front Panel Switch	100	[DEL]	Cs3
500434000	Plug, 125v Power	1	[DEL]	All 125v Equipment (Hosp Grade)
500436000	Port Assy, Sampling, Clear	1	[DEL]	Cs3 (Clear, 6 Psi)
500437000	Port Assy, Sampling, White	1	[DEL]	Cs3 (White 12 Psi)
500462000	Rectifier, Bridge	1	[DEL]	Cs3
500465010	Relay, Solid State, Univ	1	[DEL]	Cs3
500538000	Switch, Micro	1	[DEL]	Cs3(Act Lever)
500551000	Transistor, 2n5883	1	[DEL]	Cs3
500564200	Tubing, 165” Roll Of 3/16	1	[DEL]	Cs3+F138 (165”Roll)
500564400	Tubing, 3/16 Sil 1200” Rl	100	[DEL]	Cs3(1200”Roll, Bulk)
500566000	Tool, Trimpot	1	[DEL]	All Equipment
500571200	Valve, Check, Air Pump	4	[DEL]	Cs3
500574000	Varistor, High Voltage	1	[DEL]	Cs3 (Universal)
500575201	Washer, Dialysate Hose Con	8	[DEL]	Cs3
500576200	Filter/Washer, Fine	4	[DEL]	Cs3 (158 Micron)
500576400	Filter/Washer, Fine	50	[DEL]	Cs3 (158 Micron, Bulk-Pak)
500585000	Ph Electrode	1	[DEL]	Cs3
500586000	Kit, Block & Cap Kit, Ph Probe	1	[DEL]	Cs3 (With O- Rings)
500604200	Fuse, 1 Amp Slo-Blo	10	[DEL]	Snc,Cs3 (Lv Machines)

20

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
500623200	Connector, Acetate	2	[DEL]	Acet Container Assy (Straight)
500624200	Connector, Acetate	2	[DEL]	Acet Container Assy (W/Sidearm)
500652000	Cap Assy, Bicarb Container	1	[DEL]	Cs3 (Orange)
500715000	Grease, Vacuum	1	[DEL]	Cs3
500766200	Fuse, 3 Amp	10	[DEL]	Cs3, Sns (1/4""X 1 1/4"")
500796200	Fuse, 5 Amp	10	[DEL]	Cs3
500823200	Tape, Teflon 600”	1	[DEL]	Cs3
500835000	Container, Acid	1	[DEL]	Cs3
500836000	Hose Assy, To Psfc	1	[DEL]	Cs3 (Pressure Switch)
500872200	Locking Tie, Small	100	[DEL]	All Equipment (Cable Ties)
500891600	Grip Ring Assortment Kit	1	[DEL]	Cs3
500892200	Locking Tie, Large	50	[DEL]	All Equipment (Cable Ties)
500904400	Tubing, 1/4 Id Tygon 600”	50	[DEL]	Cs3
500919200	O-Ring, Acid/Bicarb	20	[DEL]	Cs3 (Male Connector)
500928000	Ic, Analog To Digital Conv	1	[DEL]	Snc (Us),Cs3
500932600	Standoff Assortment Kit	1	[DEL]	Snc, Cs3r
500959200	O-Ring, Male, Chem Conn(Lg)	15	[DEL]	Cs3
500961200	Fuse, 6 Amp	10	[DEL]	Cs3
500972200	Tubing, Tygn 062 X .31 20’	1	[DEL]	Cs3 (Vacuum Regulator)
501000002	Tube, Crt W/Video Cca	1	[DEL]	Cs3 (With Video Display Cca)
501000200	Brushholder	4	[DEL]	Cs3
501000501	Kit, Acdr Relocation Brack	1	[DEL]	Cs3
501000502	Kit, Wire, Interconnect, Htr	1	[DEL]	Cs3
501001001	Bottle, Vinegar	1	[DEL]	As Needed
501002002	Cca, Crt Regulator	1	[DEL]	Cs3
501003001	Light Assy, Central Alarm	1	[DEL]	Cs3 (Red/ Yellow/Green)
501004200	Lamp, 14v,Type 382	5	[DEL]	Cs3
501005001	Fan, Cooling, Dc	1	[DEL]	Cs3(New Style Requiring Resistor Removal On Master

21

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501006001	Meter, Hour, Digital	1	[DEL]	Cs3 - New Style Meter,Digital
501007050	Cca, Crt Monitor	1	[DEL]	Cs3
501008005	Switch Assy, Mstr,W/Chts/Bp	1	[DEL]	Cs3 (Does Not Include Inserts)
501010000	Container, Acetate, 10 Lit	1	[DEL]	Cs3 (Concentrate)
501010005	Container, Acetate, 10 Lit, Ce	1	[DEL]	Cs3
501011000	Kit, Cca Connector	1	[DEL]	Cs3
501011201	Tee, Barbed, 3/16”	4	[DEL]	Cs3 W/Bicart
501012001	Sensor Assy, Cond Probe	1	[DEL]	Cs3
501013201	Union, 1/4 X 1/4 Chevron	4	[DEL]	Cs3 (Conn. W/Luer Lock)
501017005	Power Supply	1	[DEL]	Cs3 (Original Hydraulics Only)
501017005r	Power Supply Refurbished	1	[DEL]	Cs3 (Original Hydraulics Only)
501018100	Kit, #4-40 X 1/4 Screws	20	[DEL]	Cs3
501018600	Kit, C3 Hardware	1	[DEL]	Cs3
501019000	Cover, Central Alarm	1	[DEL]	Cs3 (Light Assembly)
501023201	Seal, Panel	2	[DEL]	Cs3
501024203	Valve, Check Valve	4	[DEL]	Cs3
501025000	Kit, Drain Line	1	[DEL]	Cs3, Defoamer Acc.
501025012	Cca, Blood Handling	1	[DEL]	Cs3
501025012r	Cca, Blood Handling	1	[DEL]	Cs3 (Refurbished)
501027005	Rotor Assy, Blood Pump	1	[DEL]	Cs3
501027005r	Rotor Assy, Blood Pump	1	[DEL]	Cs3 (Refurbished)
501028001	Cover, Blood Pump	1	[DEL]	Cs3
501029200	O-Ring, Blood Pump Rotor	8	[DEL]	Cs3
501030001	Cover, Uabd	1	[DEL]	Cs3 (Ultrasonic Air Bubble Det)
501031002	Uabd, Transducer Assy	1	[DEL]	Cs3
501032000	Defoamer Canister, Assy	1	[DEL]	Cs3
501032200	Spring, Blood Tubing Clamp	3	[DEL]	Cs3 (Header)

22

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501033000	Actuator, Bladder	1	[DEL]	Cs3 (Actuator)
501034201	O-Ring, Transducer Port	8	[DEL]	Cs3
501035000	Clamp Assy, Heparin Syringe	1	[DEL]	Cs3
501036002	Transducer, A/V Pressure	1	[DEL]	Cs3 (Arterial/ Venous Pressure)
501038000	Holder Assy, Dialyzer	1	[DEL]	Cs3
501039001	Clamp, Syringe	1	[DEL]	Cs3
501040000	Tool, Spacer, Gear Pump	1	[DEL]	Cs3
501040200	Clip, Spring, Wing Clamp	6	[DEL]	Cs3
501041001	Release Assy, Hep Pump	1	[DEL]	Cs3 (Heparin Pump)
501042001	Motor Assy, Heparin Pump	1	[DEL]	Cs3
501043002	Switch Assy, Heparin Pump	1	[DEL]	Cs3 (Limit)
501044005	Pump Assy, Heparin	1	[DEL]	Cs3
501044005r	Pump Assy, Heparin	1	[DEL]	Cs3 (Refurbished)
501045003	Block, Bypass Assy W/Switch	1	[DEL]	Cs3
501047001	Solenoid Assy, Clamp	1	[DEL]	Cs3 (With White Connector)
501047002	Solenoid Assy, Clamp Sns	1	[DEL]	Cs3 (Sns)
501049001	Switch, Main Power	1	[DEL]	Cs3
501050200	Connector, Acetate, Male	4	[DEL]	Cs3 (Brown)
501051001	Port Assy, Rinse, Acetate	1	[DEL]	Cs3 (Brown)
501052000	Container, Bicarb, 10 Lit	1	[DEL]	Cs3 (Concentrate)
501052005	Container, Bicarb, 10 Lit, Blue	1	[DEL]	Cs3
501053000	Plug, Option	1	[DEL]	Cs3
501054215	Heat Exchanger Assy	1	[DEL]	Cs3
501054215r	Heat Exchanger Assy	1	[DEL]	Cs3 (Refurbished)
501055016	Chamber H/D	1	[DEL]	C3,Cs3 Plus
501055016r	Chamber H/D	1	[DEL]	C3,Cs3 Plus (Refurbished)
501056001	Heater Element, Enhanced	1	[DEL]	Cs3
501058002	Switch, Flow, 200 Cc/Min	1	[DEL]	Cs3 (Fs3)
501059001	Chamber Assy, Mixing	1	[DEL]	Cs3
501059001r	Chamber Assy, Mixing	1	[DEL]	Cs3 (Refurbished)
501061200	Connector, 1/8mnpt X 1/4ba	4	[DEL]	Cs3

23

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501062000	Port Assy, Sample Bicarb	1	[DEL]	Cs3 (Yellow) (18 Psi)
501062016	Port Assy, Bicarb	1	[DEL]	Cs3 Plus
501063200	Filter, Diaph Pump, 130 Mic	3	[DEL]	Cs3
501064001	Pump Assembly, Air	1	[DEL]	Cs3
501065011	Cca, Uf Cca	1	[DEL]	Cs3 (Blue Covered Bld)
501065011r	Cca, Uf Cca Refurbished	1	[DEL]	Cs3 (Blue Covered Bld)
501067000	Valve, Solenoid,2-Way, No	1	[DEL]	Cs3 (V3 Dump)
501067000r	Valve, Solenoid,2-Way, No	1	[DEL]	Cs3 (V3 Dump) (Refurbished)
501068000	Solution, 7 Ph Standard	10	[DEL]	Ph Troubleshooting Kit(Refill)
501068200	Buffer, 8.25 Ph	10	[DEL]	Cs3
501069001	Balance Chamber Assy	1	[DEL]	Cs3 (Orig. Hyd Only)
501069001r	Balance Chamber Assy	1	[DEL]	Cs3 (Orig. Hyd Only) (Refurbished)
501073200	Seal, Valve	4	[DEL]	Cs3 (Seal For Bal. Cham. Valve)
501074002	Transistor, Gp Driver	1	[DEL]	Cs3
501074016	Transistor, Driver	1	[DEL]	Cs3 Plus
501079002	Transducer, Dial Press	1	[DEL]	Cs3 (Pdo/Pdi)
501081004	Blood Leak Det (Blue Cover)	1	[DEL]	Cs3 (Blue Covered)
501081004r	Blood Leak Det (Blue Cover)	1	[DEL]	Cs3 (Blue Covered)(Refurbished)
501085200	Connector, Acid, Male	4	[DEL]	Cs3(Purple)
501086016	Pump Assy, Gp3	1	[DEL]	Cs3 Plus
501087000	Rectifier, Bridge	1	[DEL]	Cs3,Snc
501088200	Seal, Silicone O-Ring Seal	10	[DEL]	Cs3 (Green)
501090002	Maint Kit Port Inlet Uf	1	[DEL]	Cs3
501090100	Kit, Can-Do Kit, Bicarb Pump	1	[DEL]	Cs3 (Dpb, Dpa)
501090101	Maint Kit Port Outlet Uf/Dp	1	[DEL]	Cs3
501090110	Pump Head Assy, Concent	1	[DEL]	Cs3 (Acrylic Head W/ Ports)

24

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501092200	Fuse, 15 Amp, F509,510	10	[DEL]	Cs3
501093200	Fuse, 8 Amp, F511, 512	10	[DEL]	Cs3
501093890	Container, Ship Pwr Supply	1	[DEL]	Cs3
501095001	Cca, Blood Handling	1	[DEL]	Cs3 Control Panel
501095001r	Cca, Blood Handling	1	[DEL]	Cs3 Control Panel(Refurbished)
501096200	Fitting, Barbed Union	8	[DEL]	Cs3 (3/16x3/16)
501097005	Cca, Power Monitor W/P.M.F	1	[DEL]	Cs3, Orig Hydraulic’s
501097005r	Cca, Power Monitor W/P.M.F	1	[DEL]	Cs3, Orig Hyd (Refurbished)
501099000	Kit, Fuse Block	1	[DEL]	Cs3
501100000	Container, Bleach, 10 Lit	1	[DEL]	Cs3 (Yellow)
501101000	Fitting, Bulkhead	1	[DEL]	Cs3 (Fluid Ground)
501102000	Connector, Acdr, Male	1	[DEL]	Cs3 (Yellow)
501103000	Connector, Acetate, Jug	1	[DEL]	Cs3 (Jug, Brown)
501104001	Connector, Acdr, Clear, Jug	1	[DEL]	Cs3 (Clear, Disinfect)
501105000	Connector, Acdr, Jug	1	[DEL]	Cs3 (Bleach, Yellow)
501107001	Connector, Acdr, Male	1	[DEL]	Cs3 (Disinfect, Clear)
501108001	Port Assy, Rinse, Acdr	1	[DEL]	Cs3 (Yellow)
501109002	Port Assy, Acdr, Rinse, Clear	1	[DEL]	Cs3 (Clear)
501110001	Port Assy, Rinse, Bicarb	1	[DEL]	Cs3
501111002	Port Assy, Rinse, Acid	1	[DEL]	Cs3 (Purple)
501111201	Kit, Red, Acid Connectors	10	[DEL]	Cs3
501111202	Kit, Blue, Bicarb, Connector	10	[DEL]	Cs3
501111203	Kit, Clear, Disinfect Conn	10	[DEL]	Cs3
501111204	Kit, Acetate, Conn, White	10	[DEL]	Cs3
501112000	Capacitor, 120000 Mfd	1	[DEL]	Cs3 (Filter)
501113000	Capacitor, 10000 Mfd	1	[DEL]	Cs3 (Filter)
501114000	Capacitor, 72000 Mfd	1	[DEL]	Cs3 (Filter)
501115000	Capacitor, 36000 Mfd	1	[DEL]	Cs3 (Filter)
501116009	Cca, Power Conversion	1	[DEL]	Cs3 (Orginal Hydraulics)
501116009r	Cca, Power Conversion	1	[DEL]	Cs3 (Org Hyd) (Refurbished)

25

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501118001	Switch, Bld Pmp Door,Old	1	[DEL]	Cs3 (Old Style)
501118002	Switch, Bld Pmp Door,New	1	[DEL]	Cs3 (New Style)
501119100	Pres. Regulator, Prv	1	[DEL]	Cs3
501119100r	Pres. Regulator, Prv	1	[DEL]	Cs3 (Refurbished)
501120000	Solution, 4 Ph Standard	10	[DEL]	Refill For Ph Calibration Kit
501121001	Caster, Swivel Plate	1	[DEL]	Cs3 (Swivel Plate)
501122001	Axle, Wheel Assy	1	[DEL]	Cs3 (Wheels) Rear
501126024	Tray, Uf Drip	1	[DEL]	Cs3 (Original Hydraulics)
501127000	Container, Disinfect, 10 Lit	1	[DEL]	Cs3
501128200	Fuse, 12 Amp	10	[DEL]	Cs3
501129200	Fuse, 2 Amp Slo -Blo	10	[DEL]	Cs3
501130200	Fuse, 0.25 Amp (F507, 508)	10	[DEL]	Cs3
501131010	Cca, Bhd Driver	1	[DEL]	Cs3
501131010r	Cca, Bhd Driver	1	[DEL]	Cs3 (Refurbished)
501132004	Switch, Flow, 34 Cc/Min	1	[DEL]	Cs3 (Fsa & Fsb)
501133200	Fitting, Barbed T	4	[DEL]	Cs3 (Barbed)
501134201	Connector, Barbed	4	[DEL]	Cs3 (Barbed Tubing Reducer)
501139001	Heat Sink, Bld Pump Drive	1	[DEL]	Cs3 (Driver)
501140002	Cca, Alarm Monitor	1	[DEL]	Cs3
501141003	Switch Assy, Bld Handling	1	[DEL]	Cs3 (Control Switch, W/O Label Inserts)
501142000	Cca, Blood Pump Hall Sensor	1	[DEL]	Cs3
501143010	Switch, Optical (Narrow)	1	[DEL]	Cs3
501144200	Fuse, 0.5 Amp (F506)	10	[DEL]	Cs3
501145000	Adapter, Dialyzer Hldr,Ppd	1	[DEL]	Cs3 (Holder,Ppd)
501146001	Relay, 12vdc	1	[DEL]	Cs3, Power Board
501147001	Cca, Overvoltage	1	[DEL]	Cs3 (Orginal Hydraulics)
501148000	Connector, 7 Pin (Buchanan)	1	[DEL]	Cs3
501149000	Connector, 10 Pin (Buchanan)	1	[DEL]	Cs3

26

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501157157	Kit, Astr Eproms Ver 15.7	1	[DEL]	Cs3
501160200	Fitting, Straight Gp1	1	[DEL]	Cs3
501164001	Block, Bypass	1	[DEL]	Cs3
501165200	O-Ring, Chamber	6	[DEL]	Cs3
501166200	Band, Vee	2	[DEL]	Cs3
501167001	Shield, Splash	1	[DEL]	Cs3 (Diaphragm Pump)
501168000	Connector, 12 Pin Buchanan	1	[DEL]	Cs3
501169200	Fuse, Thermo	2	[DEL]	Cs3 Diaphragm Pump
501170010	Anvil Plate/Base Assy	1	[DEL]	Cs3
501172002	Hose Assy, To Dialyzer	1	[DEL]	Cs3
501173002	Hose Assy, From Dialyzer	1	[DEL]	Cs3
501174200	Pin, Blood Pump Door	10	[DEL]	Cs3
501175220	Connector, O-Ring Assy	2	[DEL]	Cs3 (Cartridge)
501176200	Ic, Novram, X2210	2	[DEL]	Cs3
501177200	Ic, Ram, Battery Ver 9-12	2	[DEL]	Cs3
501178000	Ph Circuit Troubleshooting	1	[DEL]	Cs3 (Ph Circuit)
501181000	Thermistor	1	[DEL]	Cs3
501183003	Header, Guide Assy	1	[DEL]	Cs3(Long)
501184202	Valve, Check, Acdr Kit	4	[DEL]	Cs3
501185022	Manual, Operator, English	1	[DEL]	Cs3
501186000	Ic, Master Control,U15,Ver 15	1	[DEL]	Cs3
501186001	Manual, Operator, English Ce	1	[DEL]	Cs3
501189000	Clamp, Front Panel Conn.	1	[DEL]	Cs3 (1ea- Acet,Bicarb,& Acid)
501190200	Sleeve, Iv Pole	3	[DEL]	Cs3
501192200	Connector, Bicarb, Male	4	[DEL]	Cs3(Orange)
501193200	Pin, Knurled	4	[DEL]	Cs3(Rel Assy)
501194001	Cable Assy, Transducer	1	[DEL]	Cs3(Pressure Transducer+F389)
501195000	Cap Assy, Bleach	1	[DEL]	Cs3
501196000	Cap Assy, Disinfectant	1	[DEL]	Cs3
501197000	Manual, Bi-Cart Service Ad.	1	[DEL]	Cs3
501198000	Ic, Master Control,U17,Ver 15	1	[DEL]	Cs3
501199200	Seal, 0-Ring,Silicone	2	[DEL]	Cs3 (Heat Exchanger)

27

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501200000	Rtv, Silastic Adhesive	1	[DEL]	Cs3
501201000	Relay, Bld Handling Dr.	1	[DEL]	Cs3,Cca
501202200	Clamp, Hose	4	[DEL]	Cs3(Dialyzer Hose Clamp)
501203200	Tubing, Heat Shrink	1	[DEL]	All Equipment
501204200	Gasket Kit, Prep. Module	1	[DEL]	Cs3 Module
501205200	Kit, Restraint, Power Switch	4	[DEL]	Cs3
501206201	Diaphragm, Prv, Santoprene	6	[DEL]	Cs3
501207000	Ic, Mas, Mon, U57, Ver 15	1	[DEL]	Cs3
501208000	Cable, Communication	1	[DEL]	Cs3 (Original Hydraulics)
501210200	Strapping Kit	1	[DEL]	Strapping Kit For All Equipment
501211005	Pump Assy, Blood	1	[DEL]	Cs3
501211005r	Pump Assy, Blood	1	[DEL]	Cs3 (Refurbished)
501212005	Holder, Cartridge,Cs3	1	[DEL]	Cs3
501212005r	Holder, Cartridge,Cs3	1	[DEL]	Cs3 (Refurbished)
501212010	Kit, Dowel Pin Kit	1	[DEL]	Cs3
501214005	Cca, A/V Clamps	1	[DEL]	Cs3, Snc
501214005r	Cca, A/V Clamps	1	[DEL]	Cs3, Snc, Refurbished
501215000	Kit, Refurb Kit, Gear Pump	1	[DEL]	Cs3(Ver 9)
501215010	Kit, Refurb Kit, Gp Head, Gp1	1	[DEL]	Cs3
501215020	Kit, Refurb Kit, Gp Head, Gp2	1	[DEL]	Cs3
501215030	Kit, Refurb Kit, Gp Head, Gp3	1	[DEL]	Cs3
501216001	Pumphead, Gear, Run-In	1	[DEL]	Cs3(Req Ver.9- 11,Gp1)
501216016	Pumphead, Gp1	1	[DEL]	Cs3 Plus
501217000	Valve Assy, W/O, Sol Nc	1	[DEL]	Cs3
501217016	Pumphead, Gp2	1	[DEL]	Cs3 Plus
501217200	Neck Insert, Acid Jug	10	[DEL]	Cs3 (Jug,Purple)
501218009	Manual, Service	1	[DEL]	Cs3 (W Schematics)
501218016	Pumphead, Gp3	1	[DEL]	Cs3 Plus
501219000	Ic, Mas, Mon, U58, Ver 15	1	[DEL]	Cs3
501220100	Label, Insert, English	1	[DEL]	Cs3 (Master,Bld Pump & Acdr Pl)
501221001	Bracket, Ph Probe	1	[DEL]	Cs3 (Holder/ Protector)

28

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501222200	Tee, Barbed, 1/4”	4	[DEL]	Cs3
501225000	Tool Kit, Sns Retrofit	1	[DEL]	Cs3
501229200	Connector, Flanged	10	[DEL]	Cs3
501232000	Kit, +25 Volt Bus	1	[DEL]	Cs3
501233010	Cca, Dial Prep	1	[DEL]	Cs3
501233010r	Cca, Dial Prep	1	[DEL]	Cs3 (Refurbished)
501233016	Cca, Dial Prep Ver 16	1	[DEL]	Cs3 Plus
501233016r	Cca, Dial Prep Ver 16	1	[DEL]	Cs3 Plus (Refurbished)
501234000	Ic, Eprom, Bh, Con, Ver 15	1	[DEL]	Cs3
501234016	Ic, Eprom, Bh, Con	1	[DEL]	Cs3 Plus
501235000	Who, Field, Config. Kit	1	[DEL]	Cs3
501238000	Ic, Eprom, Bh, Mon,Ver 15	1	[DEL]	Cs3
501238016	Ic, Eprom, Bh, Mon, Ver 16	1	[DEL]	Cs3 Plus
501243000	Ic, Eprom, Uf, Con, Ver 15	1	[DEL]	Cs3
501243016	Ic, Eprom, Uf, Con, Ver 16	1	[DEL]	Cs3 Plus
501244000	Ic, Eprom, Uf, Mon, Ver 15	1	[DEL]	Cs3
501244016	Ic, Eprom, Uf, Mon, Ver 16	1	[DEL]	Cs3 Plus
501245001	Cartridge, Pressure Test	1	[DEL]	Cs3 (Pressure Test Set A/ V)
501246000	Kit, Ssr Screws	1	[DEL]	Cs3
501248000	Ic, Dpc,Ver-15,W/O Bicrt	1	[DEL]	Cs3
501249222	Connector, Transducer	2	[DEL]	Cs3
501251000	Motor, Blood Pump Door	1	[DEL]	Cs3(Sn 1000 And Above)
501252201	Diaphragm, Chamber, Balance	2	[DEL]	Cs3
501253001	Housing, Chamber, Balance	1	[DEL]	Cs3, W/O Hall Sen,Val,Brt
501253001r	Housing, Chamber, Balance	1	[DEL]	Housing, Chamber, Balance
501254000	Regulator, Vacuum	1	[DEL]	Cs3,Cs3r
501255200	Screw, Panel Screw	10	[DEL]	Cs3
501258200	Cap, Chemical Jug	4	[DEL]	Cs3 (With Holes)
501259200	Rollers, Blood Pump	2	[DEL]	Cs3
501260000	Inductor, Flyback Converter	1	[DEL]	Cs3
501261000	Bracket, Dump Valve	1	[DEL]	Cs3

29

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501262000	Transducer, By-Pass Tubing	1	[DEL]	Cs3
501264160	Option Prg Ver 16, Kit Retro	1	[DEL]	Cs3
501265001	Header, Guide Assy	1	[DEL]	Cs3(Early Models)
501266200	Label, Acid	10	[DEL]	Cs3
501267200	Label, Bicarb	10	[DEL]	Cs3
501268200	Label, Bicarb, Blue	10	[DEL]	Cs3
501270001	Door Assy, Bp	1	[DEL]	Cs3 (W/O Rotr,Motr, Linear Actr)
501272001	Cca, Bpm Interface	1	[DEL]	Bpm, Cs3
501272001r	Cca, Bpm Interface	1	[DEL]	Bpm, Cs3 (Refurbished)
501273000	Kit, Bpm Pump, Air	1	[DEL]	Bpm
501274000	Fitting, Luer, Female Ss Bp	1	[DEL]	Bpm
501275000	Tubing, W/Fittings, Bpm Cuff	1	[DEL]	Bpm
501278000	Ic, Dpm,Ver-15,W/O Bicart	1	[DEL]	Cs3
501282200	Cap, Gear Pump	3	[DEL]	Cs3
501283000	Holder, Bicart	1	[DEL]	Cs3
501284000	Ic, Dpc,W/Bicart	1	[DEL]	Cs3
501284016	Ic, Dpc,W/Bicart	1	[DEL]	Cs3 Plus
501285200	Tubing, Clamp	10	[DEL]	Who
501286000	Ic, Dpm,W/Bicart	1	[DEL]	Cs3
501286016	Ic, Dpm,W/Bicart	1	[DEL]	Cs3 Plus
501287000	Cca, Bicart	1	[DEL]	Cs3
501288000	Kit, Refurb Kit, Uf Pump	1	[DEL]	Cs3
501289000	Maint Kit Port Inlet Dp	1	[DEL]	Cs3
501290200	Boot, Who	6	[DEL]	Who
501291200	Venturi, Who	2	[DEL]	Who
501300000	Valve Assy, Who Rinse Arm	1	[DEL]	Who
501301000	Port Assy, Bypass	1	[DEL]	Cs3
501302200	Connector, Bicart, 3/16”	4	[DEL]	Cs3(W/Luer, Pb)
501304000	Plate, Cavity, Gear Pump	1	[DEL]	Cs3
501309000	Kit, Esd Suppression	1	[DEL]	Cs3
501318000	Fuse, 6 Amp, Slo-Blo	10	[DEL]	Cs3
501321000	Plunger, Pull-Ring	1	[DEL]	Cs3
501322000	Log Book Equipment	1	[DEL]	All Equipment
501325000	Motor, Gear Pump	1	[DEL]	Cs3
501326200	Connector, Y, 3/16	4	[DEL]	Cs3

30

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501336000	Kit, Filter Removal	1	[DEL]	Cs3
501337200	Module, Bh Cca Air Pump Drive	30	[DEL]	Cs3
501338000	Relay, Bld Handling Dr.	1	[DEL]	Cs3
501339000	Kit, Filter Removal	1	[DEL]	Cs3
501340000	Kit, Dia Multi Holder	1	[DEL]	Cs3 - Alpha Dialyzers
501341000	Crank, Ext. Blood Pump Crank	1	[DEL]	Cs3
501342000	Gasket, Bp Con P, Blank	1	[DEL]	Cs3
501343000	Skirt, Right Side	1	[DEL]	Cs3 (As Viewed From Frt Of Mach)
501344000	Skirt, Left Side	1	[DEL]	Cs3 (As Viewed From Frt Of Mach)
501345000	Connector, Hansen, Male	1	[DEL]	Cs3
501346000	Kit, Who Rinse Arm	1	[DEL]	Cs3
501348001	Motor Assy, Blood Pump Tes	1	[DEL]	Cs3
501348001r	Motor Assy, Blood Pump Tes	1	[DEL]	Cs3 (Refurbished)
501350100	Kit, Diode	1	[DEL]	Cs3
501350200	Ic, Serial Interface	2	[DEL]	Cs3
501351200	Kit, Ic,Battery Ram	2	[DEL]	Cs3 (Ver 14 And Above Only)
501352000	Kit, Stopcock Removal, Air	1	[DEL]	Cs3
501353000	Kit, Modification, Ufc Cca	1	[DEL]	Cs3 (Conts Blue Bld, Sftwr & Inst)
501355000	Kit, Bld Verification	1	[DEL]	Cs3
501356000	Ic, Eprom, Uf Mon, Blu Bld	1	[DEL]	Cs3 (Needed With Blue Bld)
501357000	Kit, Bld Verification (Black)	1	[DEL]	Cs3(Black Bld)
501358000	Kit, Bld Verification (Blue)	1	[DEL]	Cs3(Blue Bld)
501360000	Kit, Power Brd. Modif.	1	[DEL]	Cs3
501361000	Switch Assy, Membrane	1	[DEL]	Cs3
501366000	Lubricant, Silicone	1	[DEL]	Cs3
501368000	Panel, A, Fluid Sys	1	[DEL]	Cs3(No Components)
501369000	Panel, B, Fluid Sys	1	[DEL]	Cs3(No Components)
501371002	Kit, Adaptor, Bleach Inject	1	[DEL]	Cs3

31

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501373200	Kit, Retrofit Exp. Master	2	[DEL]	Cs3
501373400	Kit, Retrofit Exp. Master	10	[DEL]	Cs3
501374000	Cca, Expanded Master	1	[DEL]	Cs3
501374000r	Cca, Expanded Master	1	[DEL]	Cs3 (Refurbished)
501376200	Brush Cap, Bld Pump Mtr	4	[DEL]	Cs3
501400002	Clamp, Dual Line Clamp Assy	1	[DEL]	Cs3(Sns)Dual Line
501401001	Chamber Holder, Sns	1	[DEL]	Cs3(Sns)Dual Chamber Holder
501402000	Clip, Chamber Holder	1	[DEL]	Cs3(Sns) (Expansion Chamber)
501403030	Pm Kit, Cs3 Level 1	1	[DEL]	Cs3
501404030	Pm Kit, Cs3 Level 2	1	[DEL]	Cs3
501404030r	Pm Kit, Cs3 Level 2	1	[DEL]	Cs3 (Refurbished)
501414200	O-Ring, Column, Bicart	20	[DEL]	Cs3
501415200	Tubing, Bicart Arms	10	[DEL]	Cs3
501416200	Spring, Tubing Bicart	2	[DEL]	Cs3
501417000	Spike, Lower, Bicart	1	[DEL]	Cs3
501418000	O-Ring, Mount, Bicart	1	[DEL]	Cs3
501419000	Clip, Snap-Clip, Bicart	1	[DEL]	Cs3
501420001	Button, Blue, Bicart Arm	1	[DEL]	Cs3
501421000	Housing, Bicart	1	[DEL]	Cs3
501424001	Nipple, Bypass, Bi-Cart	1	[DEL]	Cs3
501425000	Spike, Upper, Bicart	1	[DEL]	Cs3
501427000	Bumper, Bi-Cart	1	[DEL]	Cs3
501427200	Bumper, Bi-Cart	20	[DEL]	Cs3 (Multi-Pack)
501428000	Backplate, Bicart W/Nipple	1	[DEL]	Cs3
501429000	Backplate, Bicart W/O Nipple	1	[DEL]	Cs3
501430000	Kit, Pri To Vi Hp Hose	1	[DEL]	Cs3
501431000	Bicart Holder Hinge	1	[DEL]	Cs3
501438000	Cap Assy, 38mm, Actril 1gl Jug	1	[DEL]	Cs3 (Clear)
501439200	Label, Bicart Hl (32 Pr Sheet)	1	[DEL]	Cs3
501446200	Cap, Male Luer Lock, White	25	[DEL]	Cs3
501447010	Modified Bicarb Cal Instr	1	[DEL]	Cs3
501447200	Modified Bicarb Cal Kit	40	[DEL]	Cs3
501448001	Manual, Operator, C3+	1	[DEL]	Cs3 Plus

32

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501449200	Tape, Teflon	2	[DEL]	Cs3
501459200	Clips, Canoe Bpm	8	[DEL]	Cs3
501469000	Kit, Rectus Plug	1	[DEL]	Cs3
501470003	Kit, Calibration Kit	1	[DEL]	Cs3
501476000	Container, 63mm Neck	1	[DEL]	Accessory
501479000	Kit, Bpm Cuff Converter	1	[DEL]	Cs3
501479200	Kit, Bpm Cuff Converter	25	[DEL]	Cs3
501480000	Fitting, Junction Fitting Bpm	1	[DEL]	Cs3, Blood Pressure Monitor
501481001	Valve, Check Valve, Bpm Tsted	1	[DEL]	Cs3
501482000	Velcro Strip, Cuff Holder	1	[DEL]	Cs3-Bpm Model
501483000	Holder, Cuff Holder, Bpm	1	[DEL]	Cs3-Bpm Model
501484200	Filter, Bp Pump	2	[DEL]	Cs3-Bpm Model
501485004	Blood Pressure Monitor Lv	1	[DEL]	Cs3
501485004r	Blood Pressure Monitor Lv	1	[DEL]	Cs3 (Refurbished)
501486000	Kit, Bpm Cuff Connector	1	[DEL]	Cs3
501486200	Kit, Bpm Cuff Connector	25	[DEL]	Cs3
501494000	Kit, Bpm Cuff Connector	1	[DEL]	Cs3
501500000	Kit, Uabd Test	1	[DEL]	Tool, Cs3
501510000	Cap, Bleach, 1 Gal Jug	1	[DEL]	Cs3 (Yellow)
501511000	Kit, 1c Kit, Dynamic Ram	1	[DEL]	Cs3
501528000	Support, Rear Shelf	1	[DEL]	Cs3
501532000	Switch, Membrane, Bicart	1	[DEL]	Cs3 W/Bicart
501533001	Regulator, Downstream	1	[DEL]	Cs3 W/Bicart
501534200	Elbow, 1/8 Barbed	10	[DEL]	Cs3 W/Bicart
501543000	Kit, Bicart Tubg. Change	1	[DEL]	Cs3 W/Bicart
501544000	Panel, Overlay Acdr	1	[DEL]	Cs3
501545000	Panel, Front Overlay Blank	1	[DEL]	Cs3
501546016	Kit, Master Eproms	1	[DEL]	Cs3 Plus
501550000	Kit, Field Mod.Kit, Mon.Filt	1	[DEL]	Cs3 (Original Hydraulics)
501551001	Cca, Dialysate Prep Intrcn	1	[DEL]	Cs3
501551001r	Cca, Dialysate Prep Intrcn	1	[DEL]	Cs3 (Refurbished)
501552000	Regulator, Volt.Assembly	1	[DEL]	Cs3 (Gp2)
501553200	Kit, Ap Test Upgr, Bh, Cca	30	[DEL]	Cs3
501554000	Housing, Who Cs3	1	[DEL]	Cs3
501555000	Housing, Rinse Arm Assy	1	[DEL]	Cs3 Who

33

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501555000r	Housing, Rinse Arm Assy	1	[DEL]	Cs3 Who (Refurbished)
501556200	Rings, Who Rinse Arm Valve	6	[DEL]	Cs3
501557200	O-Ring, Who Rinse Arm, Valve	6	[DEL]	Cs3
501560000	Kit, Xtra Str Disinf Ver 15.5	1	[DEL]	Cs3
501561000	Kit, Xtra Str Disinf Ver 15.5	1	[DEL]	Cs3
501570200	Software, Bpm	5	[DEL]	Cs3
501584200	Cap, 38mm 1 Gal Jug	10	[DEL]	Cs3
501602001	Transformer Assy	1	[DEL]	Cs3
501603006	Cca, Power Board Cca	1	[DEL]	Cs3, Repack
501603006r	Cca, Power Board Cca	1	[DEL]	Cs3, Repack (Refurbished)
501604000	Bracket, Mntng, Bicarb Pump	1	[DEL]	Cs3
501605000	Bracket, Diaphragm Pump	1	[DEL]	Cs3
501606000	Base, Uf Pump	1	[DEL]	Cs3,Cs3r (Ultrafiltration)
501607000	Balance Chamber Assy	1	[DEL]	Cs3r (Repackaged Version Only)
501607000r	Balance Chamber Assy	1	[DEL]	Cs3r (Refurbished Repacked Ver)
501608000	Cca, Hall Effect.	1	[DEL]	Cs3
501609000	Valve, Solenoid, 2-Way, Nc	1	[DEL]	Cs3
501609000r	Valve, Solenoid, 2-Way, Nc	1	[DEL]	Cs3 (Refurbished)
501610001	Condo Cell W/Therm.	1	[DEL]	Cs3,Cs3r (W/Therm (Mc1,Cc2,Mc2)
501611001	Valve Assy, Bypass, 3-Way	1	[DEL]	Cs3,Cs3r(Solenoid)- Ord Brkts Sep
501612002	Air, Sep,Assy	1	[DEL]	Cs3,Cs3r
501612002r	Air, Sep,Assy	1	[DEL]	Cs3,Cs3r (Refurbished)
501614000	Pump, Gear, Burned In	1	[DEL]	Cs3, Gp1-Version 9-11 Only
501615000	Pump, Diaph. Acid, A/C/Bicarb	1	[DEL]	Cs3,Cs3r(Acid/ Acetate/Bicarb)
501615000r	Pump, Diaph. Acid, A/C/Bicarb	1	[DEL]	Cs3,Cs3r (Refurbished)

34

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501616000	Bracket, Mntng, Bypass Valve	1	[DEL]	Cs3
501617000	Pump, Diaphragm, Uf	1	[DEL]	Cs3,Cs3r (Ultrafiltration)
501617000r	Pump, Diaphragm, Uf	1	[DEL]	Cs3,Cs3r (Refurbished)
501617016	Pump, Uf (Nonthermal Fuse)	1	[DEL]	Cs3 Plus
501617016r	Pump, Uf (Nonthermal Fuse)	1	[DEL]	Cs3 Plus (Refurbished)
501621001	Condo Cell W/O Therm.	1	[DEL]	Cs3,Cs3r (Cc1)
501623001	Cable, Ribbon Communication	1	[DEL]	Cs3r (Communications)
501628016	Motor, Gp1 &2, Cs3+	1	[DEL]	Cs3 Plus
501630000	Panel, Back	1	[DEL]	Cs3
501631000	Panel, Right Side	1	[DEL]	Cs3
501632000	Panel, Left Side	1	[DEL]	Cs3
501701000	Harness, Dc Power, Replc.	1	[DEL]	Cs3 (Repack)
501702000	Harness, Ac Power, Replc.	1	[DEL]	Cs3 (Repack)
501703000	Capacitor, 8med, 660vac	1	[DEL]	Cs3
501704000	Cable, Clamps, Repack	1	[DEL]	Cs3 (Repack)
501705000	Connector, 10 Pole Socket	1	[DEL]	Cs3
501706000	Connector, 10 Pole Plug	1	[DEL]	Cs3
501707000	Rf Cap/Term.Block Assy.	1	[DEL]	Cs3 (Repack)
501708000	Restrictor Assy	1	[DEL]	Cs3 (Diaphragm) 470hm, 50w, Rpk.
501709200	Seal, Sample Port	6	[DEL]	Cs3
501710000	Cable, Heater Power, Rpk.	1	[DEL]	Cs3
501711200	Fitting, Pres, Xducer	6	[DEL]	Cs3
501712000	Power Adapter, Lv	1	[DEL]	Cs3
501715200	O-Ring, Dialyzer Connector	10	[DEL]	Cs3 (Silicone)
501716200	O-Ring, Dialyzer Connector	10	[DEL]	Cs3 (Viton)
501717200	Fitting, Swivel, Fltr Hs	4	[DEL]	Cs3 (158 Micron Filter Housing)
501719000	Float, Retaining Disc	1	[DEL]	Cs3
501720200	Elbow, M 1/8’ Npt X Barb	4	[DEL]	Cs3
501721200	Kit, Gnd Strap Kit	4	[DEL]	Cs3 Repack
501722000	Cover, Top	1	[DEL]	Cs3
501723000	Holder, Plate Dial Hldr	1	[DEL]	Cs3
501726200	Elbow, 3/16 Inch Barb X 1/8	4	[DEL]	Cs3

35

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501727200	Elbow, 1/4 Inch Barb X 1/8	4	[DEL]	Cs3
501731000	Blood Pres Monitor, Re-Work Kit	1	[DEL]	Bpm
501731200	Blood Pres Monitor, Re-Work Kit	10	[DEL]	Bpm
501740000	Connector, Dialyzer (Red)	1	[DEL]	Cs3
501740200	Connector, Dialyzer (Red)	10	[DEL]	Cs3
501741000	Connector, Dialyzer (Blue)	1	[DEL]	Cs3
501741200	Connector, Dialyzer (Blue)	10	[DEL]	Cs3
501752000	Kit, Cam, Clamp Assy	1	[DEL]	Cs3
501752200	Kit, Cam, Clamp Assy	10	[DEL]	Cs3
501753000	Clamp Assy, Blood Tubing	1	[DEL]	Cs3(4 Position Line Clamp)
501753200	Clamp Assy, Blood Tubing	10	[DEL]	Cs3(4 Position Line Clamp)
501760200	Nose Occluding, Line	1	[DEL]	Cs3
501761200	Adapter, 10cc Syringe	4	[DEL]	Cs3
501762000	Standoff, A/V, W/Nose	1	[DEL]	Cs3
501763000	Base, Clamp, Snc	1	[DEL]	Cs3
501764000	Cap, Anvil Plate, Snc, 38mm	1	[DEL]	Cs3
501780000	Tool, 065 To 095 Go/No Go	1	[DEL]	Tool
501800000	Tubing, Who Heat Shrink 36	1	[DEL]	Who (36"",Clear)
501801000	Bracket, Heat Exchng	1	[DEL]	Cs3 (Original Hydraulics)
501802001	Pole, Iv	1	[DEL]	Cs3
501803200	Tubing, Uf Pump, Tygon	5	[DEL]	Cs3 (5--4"" Sections)
501804200	Mount, Thermistor Cell	4	[DEL]	Cs3
501805000	Harness, Dc Power Dist.	1	[DEL]	Cs3 (Original Hydraulics)
501806000	Harness, Ac Power	1	[DEL]	Cs3 (Original Hydraulics)
501807000	Cable, Ribbon, Bhc Panel	1	[DEL]	Cs3
501808000	Cable, Ribbon, Bh Driver	1	[DEL]	Cs3
501811000	Cap, Mixing, H/D	1	[DEL]	Cs3
501812000	Ic, Master Pia, 68a21	1	[DEL]	Cs3
501813001	Ic, Mast, Exp, U20, Con, Pld	1	[DEL]	Cs3
501814001	Ic, Mas, Exp, U53, Mon, Pld	1	[DEL]	Cs3
501815000	Ic, Mas. 6803 Processor	1	[DEL]	Cs3
501816000	Ic, Bh/Uf Inst.Amp	1	[DEL]	Cs3
501818000	Ic, Dpc,Ver.14 W/O Bicart	1	[DEL]	Cs3

36

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501819000	Ic, Dpm,Ver.14,W/O Bicart	1	[DEL]	Cs3
501820000	Ic, Eprom, Uf, Con, Ver 14	1	[DEL]	Cs3
501821000	Ic, Eprom, Uf, Mon, Ver 14	1	[DEL]	Cs3
501822000	Ic, Eprom, Bh, Con, Ver,14	1	[DEL]	Cs3
501824000	Ic, Master Control ,U15,Ver 14	1	[DEL]	Cs3
501825000	Ic, Master Control,U17,Ver 14	1	[DEL]	Cs3
501826000	Ic, Mas, Mon, U57, Ver 14	1	[DEL]	Cs3
501827000	Ic, Mas, Mon, U58, Ver 14	1	[DEL]	Cs3
501852200	Bushing, Drainline, Feedthr	5	[DEL]	Cs3
501853000	Bezel, Master Panel	1	[DEL]	Cs3
501854000	Gasket, Master Crt Bezel	1	[DEL]	Cs3
501855200	Cap, End, W/O Nipple	5	[DEL]	Cs3
501856200	Cap, End, With Nipple	10	[DEL]	Cs3
501857200	Restrictor Set	5	[DEL]	Cs3 W/Who
501859000	Panel, Acdr, With Overlay	1	[DEL]	Cs3
501860000	Clamp, Blood Pump Motor	1	[DEL]	Cs3
501860016	Cable, Uf Pump	1	[DEL]	Cs3 Plus
501861200	Screw, Nylon,Bh Cca	10	[DEL]	Cs3
501862200	O-Ring, Prv Locking	10	[DEL]	Cs3
501863200	Tubing, Uf Drip Tray 5/16	6	[DEL]	Cs3
501864200	Tubing, 1/8 Id Tygon	9	[DEL]	Cs3
501865016	Top Assy Hd Chamber	1	[DEL]	Cs3
501865016r	Top Assy Hd Chamber	1	[DEL]	Cs3 (Refurbished)
501865200	Kit, Tubing, Air Pump	4	[DEL]	Cs3
501866200	Kit, Upgrade Kit, Bhcca	30	[DEL]	Cs3(30 Machines)
501867200	Fitting, 1/16 X 3/16	10	[DEL]	Cs3
501868000	Shield, Pwr, Sup, Splash	1	[DEL]	Cs3
501869000	Lamp, Neon	1	[DEL]	Cs3
501870000	Power Adapter Assy, Lv	1	[DEL]	Cs3
501872200	O-Ring, Heater Element	10	[DEL]	Cs3
501874200	Valve, Air Pump Burron	4	[DEL]	Cs3
501875200	Valve, Air Pmp Bleeder	4	[DEL]	Cs3
501876000	Kit, Fitting Kit, Air Pump	1	[DEL]	Cs3
501877200	Plug, A/V Xducer Plug W/Nut	4	[DEL]	Cs3
501879200	Spring, A/V Cart Clamp	4	[DEL]	Cs3
501880000	Plate, B.C. Mount, Bracket	1	[DEL]	Cs3

37

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501881000	Terminal Block, Heater	1	[DEL]	Cs3
501882200	Clamp, Acdr Inlet Hose	10	[DEL]	Cs3
501884200	Label, Acetate	10	[DEL]	Cs3
501884205	Label, Acetate, White	10	[DEL]	Cs3
501885200	Label, Bleach	10	[DEL]	Cs3
501886200	Label, Disinfect	10	[DEL]	Cs3
501888000	Gasket, Master Ctrl Panel	2	[DEL]	Cs3
501889000	Ic, Bp Disp Pan Driver	1	[DEL]	Cs3
501890000	Display, 7-Seg, Bh	1	[DEL]	Cs3, Control Panel
501892000	Button, Heparin Syringe	1	[DEL]	Cs3
501894200	Bracket, Bal. Cham. Mount	4	[DEL]	Cs3
501895200	Clip, Wire	10	[DEL]	Cs3
501897200	Screw, Thumb W/Spacer	4	[DEL]	Cs3
501899000	Plate, Base Mounting	1	[DEL]	Cs3
501900155	Ic, Master Control C-Net V15.5	1	[DEL]	Cs3
501900156	Ic, Master Control C-Net V15.6	1	[DEL]	Cs3
501900200	Block, Terminal, 3 Pin	2	[DEL]	Cs3
501901000	Cap, Air Separator	1	[DEL]	Cs3
501902200	Bushing, Drp Tray Drain	10	[DEL]	Cs3
501903000	Connector, 6 Pin Buchan	1	[DEL]	Cs3
501904000	Connector, 5 Pin Buchan	1	[DEL]	Cs3
501907001	Kit, Opt Switch Upgrade	1	[DEL]	Cs3
501908200	O-Ring, Diap. Pump Ports	16	[DEL]	Cs3 (2 Pumps)
501915000	Switch, Opt(Wide) Retrofit	1	[DEL]	Cs3
501916000	Switch, Opt (Wide), Kit	1	[DEL]	Cs3
501920200	Mounting Support, Uabd	2	[DEL]	Cs3
501921200	Fitting, Elbow 3/16 Barbed	6	[DEL]	Cs3
501924000	Line Clamp, Venous	1	[DEL]	Cs3
501924000r	Line Clamp, Venous	1	[DEL]	Cs3 (Refurbished)
501925001	Video, Who	1	[DEL]	Cs3
501941200	Shield, Flexible, Bicart Hldr	4	[DEL]	Cs3
501942200	Spring, Tube Hldr, Bicart Hldr	8	[DEL]	Cs3
501978000	Switch, Flow, 125 Cc/Min	1	[DEL]	Cs3 (Fs4)
501983200	Connector, Ppl,.25tb X .25mpt	4	[DEL]	Cs3
501984200	Connector, Ppl,.38tb X .50mpt	4	[DEL]	Cs3
501985200	Connector, Ppl,.38tb X .38mpt	4	[DEL]	Cs3

38

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
501986200	Connector, Ppl,.38tb X .50fpt	4	[DEL]	Cs3
501987200	Connector, Ppl,.38tb X .25fpt	4	[DEL]	Cs3
501988200	Connector, Ppl,.50tb X .38mpt	4	[DEL]	Cs3
501989200	Connector, Ppl,.50tb X .50mpt	4	[DEL]	Cs3
501990200	Connector, Ppl,.25tb X .25fpt	4	[DEL]	Cs3
501991200	Connector, Ppl,.50tb X .25mpt	4	[DEL]	Cs3
501992200	Elbow, 90,Ppl,.25pt X .25m	4	[DEL]	Cs3
501993200	Elbow, 90, Ppl, 38tb X .38m	4	[DEL]	Cs3
501994200	Elbow, 90, Ppl, 38tb X .25m	4	[DEL]	Cs3
501995200	Elbow, 90,Ppl,.50tb X .38m	4	[DEL]	Cs3
501996200	Elbow, 90,Ppl,.25tb X .12m	4	[DEL]	Cs3
501997200	Elbow, 90,Ppl,.50tb X .50m	4	[DEL]	Cs3
501998200	Elbow, 90,Ppl,.25tb X .25m	4	[DEL]	Cs3
502053000	Cable Assy, J203-J232	1	[DEL]	Cs3
502054000	Cable Assy, Air Pump	1	[DEL]	Cs3
502060200	Grill, Fan	4	[DEL]	Cs3
502061000	Cover, Lwr Flap Bicart	1	[DEL]	Cs3
502062000	Faceplate, Top Latch	1	[DEL]	Cs3
502063000	Housing, Lower Bicart	1	[DEL]	Cs3
502064000	Housing, Upper Bicart	1	[DEL]	Cs3
502067000	Cable, Vsi Communications	1	[DEL]	Vsi
502068000	Cable Assy, Vsi P.C. Cable Assy	1	[DEL]	Vsi
502069000	Power Connection Assy	1	[DEL]	Cs3
502070000	Adapter, Y Power Cable Assy	1	[DEL]	Cs3
502110001	Manual, Clean & Disinfect	1	[DEL]	Cs3
502210000	Bypass Block Clamp	1	[DEL]	Cs3
502250000	Cylinder Grad. 1000 Ml	1	[DEL]	Tool
502313000	Support, Rear Shelf	1	[DEL]	Cs3
502422200	Tubing, Tyg. Tub. Uf Pmp, Rep	10	[DEL]	Cs3
502442200	Mount, Hard Bhd Cca	16	[DEL]	Cs3
502512000	Plate, Balance Chamber	1	[DEL]	Cs3 (Repack) Mounting Plate
502513200	Fitting, Y 3/16 X 3/16 X3/16	4	[DEL]	Cs3
502514000	Cable, Ribbon Signal, Bpm	1	[DEL]	Cs3
502515000	Cable, Power, Bpm	1	[DEL]	Cs3
502516200	O-Ring, Washer Ss, Bh	8	[DEL]	Cs3
502522000	Kit, Card Guide	1	[DEL]	Cs3
502524000	Cable, Bicart	1	[DEL]	Cs3 (Bicart Cca To Molex)

39

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE/PACK	WHERE USED
502525000	Cable, Bicart	1	[DEL]	Cs3 (Molex To Dp Inter)
502527000	Cable, Heparin Pump	1	[DEL]	Cs3
502551000	Transformer	1	[DEL]	Cs3(Orginal Hydraulics)
502601200	Label, Who Housing	5	[DEL]	Cs3
502602200	Label, Who Pm	5	[DEL]	Cs3
502902200	Spring, Bicart Push Button	2	[DEL]	Cs3
502905200	Spring, Who Rinse Arm	2	[DEL]	Cs3
504040200	Plunger Rinse Port, (Sm)	10	[DEL]	Cs3
504043000	Shield, Uf/Dp Cca Brkt	1	[DEL]	Cs3
504084200	Nipple, Lower Bicart	5	[DEL]	Cs3
504422200	O-Ring, Bp Rotor	8	[DEL]	Cs3
504440200	Fitting, Male Luer	10	[DEL]	Cs3
504442200	Clip, Spring, Exp, Chamber	2	[DEL]	Cs3
504443200	Screw, Hex,1/4 20 X 1/2	10	[DEL]	Cs3
504444200	Washer, Flat, 1/4”	25	[DEL]	Cs3
504445200	Connector, Bicarb, Male	4	[DEL]	Cs3(Blue W/Oring)
504905200	Connector, Acid, Male	4	[DEL]	Cs3(Red, W-Oring)
504906200	Fitting, Vingar Bottle	4	[DEL]	Cs3
504910200	Clamp, Conn. Frt, Pnl, Red	4	[DEL]	Cs3
504911200	Clamp, Conn. Frt, Pnl, White	4	[DEL]	Cs3
504912200	Clamp, Conn. Frt, Pnl, Blue	4	[DEL]	Cs3
504913200	Connector, Acetate, Male	4	[DEL]	Cs3(White, W-Oring)
504914200	Plug, Poly, Water Sup Hs	6	[DEL]	Cs3
505100054	Bracket Assy, Prv4 & Prv5	1	[DEL]	Cs3
512000160	Kit, Opts Prog Ver 16	1	[DEL]	Cs3
512001001	Kit, Cnet Test	1	[DEL]	Cnet, Test Set, Complete
512002000	Cable, Ext. Cnet	1	[DEL]	Cnet
512003000	Simulator, Cnet	1	[DEL]	Cnet
512004000	Receiver, Cnet, Test Set	1	[DEL]	Cnet
512005000	Driver, Cnet	1	[DEL]	Cnet, Test Set
512006001	Ifu, Cnet Tester	1	[DEL]	Cnet
512007000	Adapter, Null-Modem Rs485	1	[DEL]	Cnet

40

Execution Copy

PRISMA SPARE PARTS

Purchaser’s price for Prisma Spare Parts [DELETED] from the following list prices:

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE	WHERE USED
6041057	Hook, Double, Scale Prisma	1	[DEL]	Prisma
6968994	Illustrated Parts List	1	[DEL]	Prisma
6969299	Cca, Detector	1	[DEL]	Prisma
6969307	Cca, Power Distribution	1	[DEL]	Prisma
6969315	Cca, Monitor	1	[DEL]	Prisma
6969323	Cca, Driver	1	[DEL]	Prisma
6969331	Analog, Cca	1	[DEL]	Prisma
6969349	Cca, Controller	1	[DEL]	Prisma
6969356	Cca, Arps	1	[DEL]	Prisma
6969497	Overlay Prisma English	1	[DEL]	Prisma
6970321	Transducer, Presseru Arps	1	[DEL]	Prisma
6970339	Cover, Scale	1	[DEL]	Prisma
6970347	Pump, Roller Assm, Air	1	[DEL]	Prisma
6970354	Hardware, Air Pump Roller	1	[DEL]	Prisma
6970461	Cd, Service Manual, V3.05	1	[DEL]	Prisma
6970479	Cd, Operator Manual, V3.05	1	[DEL]	Prisma
6970495	Label, Tpe Option	10	[DEL]	Prisma
6970537	Power Connector Kit, Filtered	1	[DEL]	Prisma
6970669	Manual, Operator, Ro2.14, Prisma	1	[DEL]	Prisma
6970677	Label, Warning Kit	1	[DEL]	Prisma
6970685	Addendum, Ops 2.13 Or 3.03	1	[DEL]	Prisma
6970883	Manual, Service	1	[DEL]	Prisma
6971063	Uabd Transducer Assy	1	[DEL]	Prisma
6971410	Scale Assy	1	[DEL]	Prisma
6971428	Harness, Pwr, Ana-Scale	1	[DEL]	Prisma
6971717	Manual, Service, V3.04/3.05 Tpe	1	[DEL]	Prisma
6972145	Software, R02_15_A	1	[DEL]	Prisma
6972178	Software, R02_15_A3	1	[DEL]	Prisma
6972186	Label, Warning Kit	1	[DEL]	Prisma
6972244	Software, Upgrade R2.14a To R2.15a	1	[DEL]	Prisma
6975056	Seals, Pressure Pod	6	[DEL]	Prisma
6975064	Pm Kit, Prisma	1	[DEL]	Prisma
018089000	Base Assy, Prisma	1	[DEL]	Prisma

41

Execution Copy

PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE	WHERE USED
018089100	Column, Prisma	1	[DEL]	Prisma
588001002	Rotor Assy, Prisma	1	[DEL]	Prisma
588008000	Motor Assembly, Prisma	1	[DEL]	Prisma
588009001	Linear Actuator, Prisma	1	[DEL]	Prisma
588010660	Software Ver.R02_13_A2	1	[DEL]	Prisma
588010662	Software Ver.R02_13_A	1	[DEL]	Prisma
588011001	Heparin Pump Assy, Prisma	1	[DEL]	Prisma
588013000	Heparin Pump Motor Assy,Prisma	1	[DEL]	Prisma
588018000	Blood Leak Detector Assembly	1	[DEL]	Prisma
588026000	Cca, Rotor Switch	1	[DEL]	Prisma
588032000	Bracket, Arps Mounting	1	[DEL]	Prisma
588033000	Base, Arps Mounting	1	[DEL]	Prisma
588035000	Speaker Assy, Prisma	1	[DEL]	Prisma
588036000	Fan Assy, Prisma	1	[DEL]	Prisma
588060000	Pressure Pod Assembly	1	[DEL]	Prisma
588065000	Motor Assembly, Arps	1	[DEL]	Prisma
588100000	Harness, Pwr Supply	1	[DEL]	Prisma
588101000	Harness, Pwr, Hour Mtr	1	[DEL]	Prisma
588102000	Harness, Pwr, Montor	1	[DEL]	Prisma
588104000	Harness, Pwr, Driver	1	[DEL]	Prisma
588105000	Harness, Signal, Controller	1	[DEL]	Prisma
588106000	Harness, Signal, Analog	1	[DEL]	Prisma
588107001	Harness, Driver Signal	1	[DEL]	Prisma
588108000	Harness, Signal, Pwr Fail	1	[DEL]	Prisma
588109000	Harness, Signal, Display	1	[DEL]	Prisma
588110000	Harness, Power, Clamp	1	[DEL]	Prisma
588111000	Harness, Signal, Clamp	1	[DEL]	Prisma
588112000	Caster, 3” Dia, Non-Locking	1	[DEL]	Prisma
588113000	Caster, 3” Dia, Locking	1	[DEL]	Prisma
588114002	Power Supply Assy Prisma	1	[DEL]	Prisma
588115000	Display, Electrolum	1	[DEL]	Prisma
588116000	Switch, Touchscreen	1	[DEL]	Prisma
588117000	Overlay, Touchscreen	1	[DEL]	Prisma
588118001	Scale Calibration Weight, Kit	1	[DEL]	Prisma
588119000	Shelf, Calibration Weight	1	[DEL]	Prisma
588120000	Hook, Scale	1	[DEL]	Prisma
588121000	Harness, Signal, Touchscreen	1	[DEL]	Prisma
588122200	Thumbscrew, Nyl, 6-32	10	[DEL]	Prisma

42

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PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE	WHERE USED
588123600	Label, Scale, Set	1	[DEL]	Prisma
588124000	Tool, Cca Removal	1	[DEL]	Prisma
588125000	Test Pressure Pod Assy	4	[DEL]	Prisma
588126000	Ic, Xilinx, Fpga, Xc303op-C8	1	[DEL]	Prisma
588127100	Ic, Prom, Serial Conf.	1	[DEL]	Prisma
588130600	Connector, Tubing Kit	1	[DEL]	Prisma
588131000	Ic, Ser/Par Port 16c552	1	[DEL]	Prisma
588133000	Ic, Prom, Motor	1	[DEL]	Prisma
588134000	Ic, Microproc, 80c188	1	[DEL]	Prisma
588135200	Clip, Tubing, 3/16	10	[DEL]	Prisma
588136200	Label, Mfg, Prisma	10	[DEL]	Prisma
588137100	Power Cord, Domestic Pris	1	[DEL]	Prisma
588137200	Clamp, Cord Kit	1	[DEL]	Prisma
588138000	Harness, Detector ,Power	1	[DEL]	Prisma
588139200	Tubing, Arps Pump Header	5	[DEL]	Prisma
588142001	Ic, 120ons1386ram	1	[DEL]	Prisma
588143000	Sram 62256, 120	1	[DEL]	Prisma
588144000	Grommet, Edge, Prisma	1	[DEL]	Prisma
588145200	Tubing, Arps,.031id,12"	10	[DEL]	Prisma
588146000	Return Pinch Valve Assy	1	[DEL]	Prisma
588147000	Switch Syrnge Pump Eot	1	[DEL]	Prisma
588149000	Latching Carriage Plate A	1	[DEL]	Prisma
588150000	Loader Bearing Assy	1	[DEL]	Prisma
588151000	Harness, Signal, Detector	1	[DEL]	Prisma
588152000	Connector, Primary Power	1	[DEL]	Prisma
588153000	Harness, Signal, Pressure	1	[DEL]	Prisma
588155000	Harness, Power, Arps	1	[DEL]	Prisma
588156000	Harness, Signal, Arps	1	[DEL]	Prisma
588157000	Harness, Powerj1-J4	1	[DEL]	Prisma
588158000	Clamp, Power Cord Domestic	1	[DEL]	Prisma
588159000	Harness, Powerj2-J5	1	[DEL]	Prisma
588160000	Pump Housing	1	[DEL]	Prisma
588161200	Seal, Pump	4	[DEL]	Prisma
588162200	O-Ring, Pump Shaft	4	[DEL]	Prisma
588166000	Rotor Wrench Prisma	1	[DEL]	Prisma
588169000	Container, Prisma Field Shippin	1	[DEL]	Prisma
588450100	Tape, Copper Foil, 1.75 Wi	1	[DEL]	Prisma
588460000	Guide, Rs232 Programmers	1	[DEL]	Prisma

43

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PRODUCT CODE	PRODUCT DESCRIPTION	QTY/ PACK	LIST PRICE	WHERE USED
500577200	Fastner Kit, Front Panel	2	[DEL]	Prisma
504727000	Retainer Assy, Door W/Bushing	1	[DEL]	Prisma

WATER PURIFICATION PRODUCTS

Product No.	Description	UOM	Pkg Qty	Each Price	Extended Price
WT6177701	Filter Kit, 5 Micron	EA	1	[DEL]	[DEL]
WT15510903	Gac Filter 10"	EA	1	[DEL]	[DEL]
WT15515303	Filter, 10" Bb Gac (Bituminous)	EA	1	[DEL]	[DEL]
WT15515503	Filter, Cc-10 Gac Carbon Petr	EA	1	[DEL]	[DEL]
WT15516243	Filter, .5 Mic, 9  3/4" Cbc-10	EA	1	[DEL]	[DEL]
WT15524903	Filter 20" BB GAC	EA	7	[DEL]	[DEL]
WT15535743	Filter 10" Bb 50/5 Micron	EA	1	[DEL]	[DEL]
WT15535843	Filter Bb 50/5 Mic 20" D/P	EA	1	[DEL]	[DEL]
WT50107	Filter, .05 Mic, 10" E/P 119-Fin	EA	1	[DEL]	[DEL]
WT50208	Filter, .05mic, 20", E/P, 119fin	EA	1	[DEL]	[DEL]
WT811900	Chlorine Reagent Test Strips	EA		[DEL]	[DEL]
WT811902	DPD Chlorine Test Strip W/Colorwheel	EA		[DEL]	[DEL]
WT811903	Dpd Chlorine Test Kit Refills	EA		[DEL]	[DEL]
WT811905	Residual Peroxide Reagent Test Strips	EA		[DEL]	[DEL]
WT811906	Peracetic Acid Reagent Test Strips	EA		[DEL]	[DEL]
WT811909	Feed Water/Rinse Water Reagent Test Strips	EA		[DEL]	[DEL]
WTFCO18B	Micron Filter .2 MIC 5"	EA	1	[DEL]	[DEL]
WTFP0210E	Filter, .2 Mic, 10"	EA	1	[DEL]	[DEL]
WTFP0220E	Filter, .2 Mic, 20"	EA	1	[DEL]	[DEL]
WTFPN021CGS	Filter, .2 Micron, 10", Vent	EA	1	[DEL]	[DEL]
WTOS1229398	Membrane Element, [DELETED]	EA	1	[DEL]	[DEL]
WTP0005PR2	Filter, .5 Mic, Bag	EA	1	[DEL]	[DEL]
WTP0050PR2	Filter, 5 Mic, Bag	EA	1	[DEL]	[DEL]
WTS7625	Filter,10" Pcf1-10 Mb Fda Di	EA	1	[DEL]	[DEL]
WTWP5BB97P	Filter, 5 Mic, 10", Wound Poly	EA	1	[DEL]	[DEL]
WTWPX10BB97P	Filter,10 Mic,10" Wound Poly	EA	1	[DEL]	[DEL]
WT811912	Chlorine Control Tablets	BX	50	[DEL]	[DEL]
WT811911	Test Kit, Hardness Low Range	BX	300	[DEL]	[DEL]
WT811913	Peroxide Control Tablets	BX	50	[DEL]	[DEL]

44

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Product No.	Description	UOM	Pkg Qty	Each Price	Extended Price
WTTBC5A20	Filter 5 Mic 20" Spun Poly	EA	1	[DEL]	[DEL]
WTTBC5A10	Filter 5 Mic 10" Spun Poly	EA	1	[DEL]	[DEL]
WT15500243	FILTER, 9 3.4", PAC/CELLULOSE	EA	1	[DEL]	[DEL]
WTTBC1A20	Filter 1 Mic 20" Spun Poly	EA	1	[DEL]	[DEL]
WTTB5A200608	Filter 5 Mic 20" Spun Poly	EA	1	[DEL]	[DEL]
WTTBC5A30	Filter 5 Mic 30" Spun Poly	EA	1	[DEL]	[DEL]
WTTBC5A99	Filter 5 Mic 9 7.8"	EA	1	[DEL]	[DEL]
WT7002502A020SPD	Filter Zetapor 20" 222 Flat	EA	1	[DEL]	[DEL]
WT7000301A020SPD	Filter, Zetapor, 10" 222, Fin	EA	1	[DEL]	[DEL]
WT7002501A020SPD	Filter Zetapor 10" 222, Flat	EA	1	[DEL]	[DEL]
WTFC15517043	Filter, 10", Bb, Cbc	EA	1	[DEL]	[DEL]
WT811916	Stericheck Bicarb PH Test Strip	CS		[DEL]	[DEL]
WTFCR0F2020	Filter 0" DOE 20 Micron	EA	1	[DEL]	[DEL]
WTFCWN020S2	Filter 20" 222 0.2 micron	EA	1	[DEL]	[DEL]
WTFCWN120S2	Filter 20" 119 0.2 Micron	EA	1	[DEL]	[DEL]
WTFCR002001	Filter 20" 222 1 Micron	EA	1	[DEL]	[DEL]
WTFCWN010S2	Filter 10" 222 0.2 Micron	EA	1	[DEL]	[DEL]
WTFCR0N0901	Filter 10" DOE 1 Micron	EA	1	[DEL]	[DEL]
WTFCWNF09S2	Filter 10" DOE 0.2 Micron	EA	1	[DEL]	[DEL]
WTFCWNF10S2	Filter 10" DOE 0.2 Micron	EA	1	[DEL]	[DEL]
WT01425125975	Filter, Cbc, Bb, 9.75", +1	EA	1	[DEL]	[DEL]
WT0125012520	Filter, Cbc, 20", Matrikx +1	EA	1	[DEL]	[DEL]
107364	WRO-300*	EA	1	[DEL]	[DEL]
WT6187001	Pre-treatment Kit	EA	1	[DEL]	[DEL]
WT01425125975	Replacement filter cartridge	EA	1	[DEL]	[DEL]
WTHCEN12073	Service Manual	EA	1	[DEL]	[DEL]

* The WRO-300 is shipped with a user’s manual, laminated user help cards and a user training video

Because central water systems must be designed to meet the individual requirements of each clinic and its particular architectural design and water quality, each central water treatment system must be priced for the specific installation. The parties have developed models involving a component checklist and a sizing sheet to be used in conjunction with a water system component price list from a spreadsheet to automatically calculate the cost of a specific installation for each of the new Water Purification Products and [DELETED] systems. The parties hereby acknowledge delivery and receipt of the documents titled “DaVita Component and

45

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Water System Pricing”, dated October 3, 2005 for the [DELETED] system and agree that the water component price lists set forth on such documents set forth the prices to be charged by Supplier under this Agreement in conjunction with the installation of such central water treatment systems (without constituting specifications for any particular installation).

WATER SYSTEM SPARE PARTS

Purchaser’s price for Water system spare parts [DELETED] from the following list prices:

Product Code	Product description	qty/pack	List Price
BX6001237378	DIALYZER CONNECTOR	1	[DEL]
FR230086	DIALYZER HOLDER	1	[DEL]
WT1110573	HOUSING, 20"	1	[DEL]
WT1157184	HOUSING ASSY W/FITTING &CLAMPS	1	[DEL]
WT150072	HOUSING, VENT, 10"	1	[DEL]
WT2510710	ELBOW, 25MM, PS	1	[DEL]
WT2650047	PEX TOOL KIT QUICK & EASY	1	[DEL]
WT2650050	CONN 25 Q & E, MODIFIED	1	[DEL]
WT2650054	CONN, 25MM, Q&E, [DELETED]	1	[DEL]
WT2650055	RING, 25MM, Q&E, [DELETED]	1	[DEL]
WT2650061	HEAD 25MM PEX EXPANDER	1	[DEL]
WT2650150	BRACKET, SS TRUNKING T	1	[DEL]
WT2650200	PLATE, MOUNTING, CHASE TEE	1	[DEL]
WT2670103	BUZZER, [DELETED]	1	[DEL]
WT2670104	FRAME, BUZZER, [DELETED]	1	[DEL]
WT2670116	INDICATION PANEL, -H WALL [DELETED]	1	[DEL]
WT2680009	SUPPLY LINE, PHNX, PEX	1	[DEL]
WT2850F01	HEAD, FLECK 2850 MULTI-MEDIA	1	[DEL]
WT2850S01	HEAD, FLECK 2850 SOFTENER	1	[DEL]
WT2AB2	BOOSTER PUMP, CONTROLLER	1	[DEL]
WT2SVB1G2E0	PUMP, BOOSTER, VS, 2HP	1	[DEL]
WT30GREUSE02	TANK, 30 GAL REUSE	1	[DEL]
WT4H514563	PUMP, CH 12-30	1	[DEL]
WT4J554565	CHI4-50 PUMP - BUBE SEAL	1	[DEL]
WT5002S515	BALL VALVE SPEARS	1	[DEL]
WT54001	VALVE, TEMP, MIXING	1	[DEL]

46

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Product Code	Product description	qty/pack	List Price
WT5467010	REGULATOR,1 INCH HAYWOOD	1	[DEL]
WT60GREUSE	TANK, 60 GAL REUSE	1	[DEL]
WT63414	COUPLER, SS,  3/4" x  3/4" FNPT	1	[DEL]
WT6905G100	FLOAT SWITCH	1	[DEL]
WTA4000	RESIN, NA ACID, 1 CU/FT BAG	1	[DEL]
WTA4073X	RESIN, TANEX, 1 CU/FT DRUM	1	[DEL]
WTA5110750	BEND-FORMER, 25MM, 90 DEG, [DELETED]	1	[DEL]
WTA7002A	SAND, .44-.55MM (50 LB BAG)	1	[DEL]
WTA7005A	FLINT GRAVEL,1/8"X1/16#-50 LB	1	[DEL]
WTA7006A	GRAVEL, 1/4" X 1/8", 50LB BAG	1	[DEL]
WTA7050	ANTHRACITE#, .6-.8MM(50 LB BAG	1	[DEL]
WTA708050	GARNET, #12, 50 LB BAG	1	[DEL]
WTA708650	GARNET #50, 50 LB BAG	1	[DEL]
WTBRINE02	BRINE TANK (24" X 50")	1	[DEL]
WTBRINE18X4001	BRINE TANK, 18 X 40	1	[DEL]
WTCIPKIT01	REVERSE OSMOSIS CLEANING SYS.	1	[DEL]
WTCW0R00	BOX ASY, CHASE, [DELETED], 0 REG	1	[DEL]
WTCW1R00	BOX ASY, CHASE, [DELETED], 1 REG	1	[DEL]
WTCW2R00	BOX ASSY, CHASE, [DELETED], 2 REG	1	[DEL]
WTCW3R00	BOX, ASY, CHASE, [DELETED], 3 REG	1	[DEL]
[DELETED]	LABEL, [DELETED] HOT WARNING	1	[DEL]
WTD5007	RISER TUBE W/STACK DISTRIBUTOR	1	[DEL]
WTDI753II	DI MONITOR	1	[DEL]
WTDILBL00	LABEL, DI BYPASS	1	[DEL]
WTDU25M	UNION, 25MM SS COMPRESSION	1	[DEL]
WTEFSPRINGPK00	SPRING, ENDOTOXIN FILTER	1	[DEL]
WTENDODUPLEX01	KIT, ENDO, DUPLEX W/O HOUSING	1	[DEL]
WTENDOKIT01	KIT, SS, DUPLEX CONNECTOR	1	[DEL]
WTENDOSHELSIMP01	HOUSING, ENDOTOXIN, SS, SHELCO	1	[DEL]
WTENDOSIMPLEX01	KIT, ENDO, SIMPLEX W/O HOUSING	1	[DEL]

47

Execution Copy

WTENDOTRIPLEX01	KIT, ENDO, TRIPLEX W/O HOUSING	1	[DEL]
WTFC150578	BRACKET, ENDO FILTER, USF	1	[DEL]
WTFILTERREPLAB	LABEL, FILTER REPLACE(250/RL)	1	[DEL]
WTGAUGELABKIT	LABEL KIT, GAUGE	1	[DEL]
WTGSGJ25	SWITCH, PRESSURE, PUMP CONTROL	1	[DEL]
WTHOFA20H2008GQRLP	FIBERGLASS WALL MOUNT CLOSURE	1	[DEL]
WTJCL1240	CARBON GAC 1 CU FT BAG	1	[DEL]
WTK1K2K3MANL01	MANIFOLD, SS, LH, DI	1	[DEL]
WTK1K2K3MANR02	MANIFOLD, SS, RH, DI	1	[DEL]
WTK4512309	CONTROLLER, DRAIN FLOW 12GPM	1	[DEL]
WTK4512310	CONTROLLER, DRAIN FLOW 15GPM	1	[DEL]
WTK4512311	CONTROLLER, DRAIN FLOW 25GPM	1	[DEL]
WTK4513629	CONTROLLER, DRAIN FLOW 20GPM	1	[DEL]
WTK4513640	CONTROLLER, DRAIN FLOW 30 GPM	1	[DEL]
WTK4516858	CONTROLLER, DRAIN FLOW 10GPM	1	[DEL]
WTKITCAD01	COLLECTION ASSISTING DEVICE	1	[DEL]
[DELETED]	COLLECTION ASSIST DEVICE, [DELETED]	1	[DEL]
[DELETED]	COLLECTION ASSIST DEVICE	1	[DEL]
[DELETED]	COLLECT ASSIST DEVICE, [DELETED] REU	1	[DEL]
WTL1L2MANL00	MANIFOLD,SS,LH, L1L2	1	[DEL]
WTL1L2MANR01	MANIFOLD, SS, RH, L1L2	1	[DEL]
WTLABCARBDATA	CARBON TANK DATA LABEL	1	[DEL]
WTLABESI	ELECTRICAL SAFETY INSPECT.LAB	1	[DEL]
WTLABMMDATA01	MMDF DATA LABEL	1	[DEL]
WTLABOS	PURPOSE SHEET, ORGANIC SCAV	1	[DEL]
WTLABPIPELEG	LABEL, PIPE LEGEND	1	[DEL]
WTLABUFWRN	SIGN, UF WARNING	1	[DEL]
WTLABWSDATA	WATER SOFTENER TANK DATA LABEL	1	[DEL]
WTM1M2M3MAN00	MANIFOLD, SS, M1M2M3	1	[DEL]
WTM1M2MANR01	MANIFOLD, SS, RH, M1M2	1	[DEL]

48

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WTMACHCONN	CONNECTOR, [DELETED] CHASE TO FGHT	1	[DEL]
WTMANSUPLABEL	MANUFACTURER/SUPPLIER LABEL	1	[DEL]
WTMD70RLZT	PUMP, CONCENTRATE, 28.8 PSI	1	[DEL]
WTMIXVALVEASSY01	ASSEMBLY, MIXING VALVE	1	[DEL]
WTNI15MB	UV LIGHT ASSY,NI15MB	1	[DEL]
WTNI30MB	UV LIGHT ASSY, NI30MB	1	[DEL]
WTNIGAMMON15	UV LIGHT MONITOR,NI15	1	[DEL]
WTNIGAMMON30	UV LIGHT MONITOR,NI30	1	[DEL]
WTPEXVIDEO	VIDEO, PEX TUBING	1	[DEL]
WTPRFILTER04	KIT, PRERINSE FLTR, WO HOUSING	1	[DEL]
WTPSC0700	CLAMP, OFFSET PIPE SUPPORT 3/4	1	[DEL]
WTPSC1000	CLAMP, OFFSET PIPE SUPPORT 1"	1	[DEL]
WTPSC1500	CLAMP, OFFSET PIPE SUPPORT 1.5	1	[DEL]
WTQ6301000	PNEUMATIC PEX EXPANDER TOOL	1	[DEL]
WTQA75815	MONITOR, WATER QUALITY, REMOTE	1	[DEL]
WTRT14654	TANK,14X65 NAT4" IM-BASE CTN	1	[DEL]
WTRT16654	TANK, 16 X 65 W/ BASE	1	[DEL]
WTRT20624	TANK, 20 X 62 W/ BASE	1	[DEL]
WTRT24714	TANK, 24 X 71 W/ BASE	1	[DEL]
WTS1S2MAN00	MANIFOLD, SS, S1S2	1	[DEL]
WTS7562A	HOUSING, BB FILTER	1	[DEL]
WTS7577	BRACKET KIT FOR BIG BLUE	1	[DEL]
WTS7594P	HOUSING WRENCH 10” BIG BLUE	1	[DEL]
[DELETED]	[DELETED] SCHEMATIC LARGE	1	[DEL]
WTSLK05	SYSTEM LABEL KIT	1	[DEL]
WTSSHOS75M01	HOSE, SS BRAIDED, 3/4"	1	[DEL]
WTSSQC4B4PF	CONN, SS QD BODY	1	[DEL]
WTSSQC4S2PF	CONNECTOR, SS QD	1	[DEL]
WTSSQC6B4PF	SS, QUICK CONNECT - BODY	1	[DEL]
WTSSQC6S4PM	SS, Quick Connect-Stem	1	[DEL]
WTSSQC6S6HC	CONNECTOR, QC6HC	1	[DEL]
WTSW0R00	BOX ASSY, CHASE, STD, 0 REG	1	[DEL]
WTSW1R00	BOX ASSY, CHASE, STD, 1 REG	1	[DEL]
WTSW2	HOUSING WRENCH, 4.5"	1	[DEL]
WTSW2R00	BOX ASSY, CHASE, STD, 2 REG	1	[DEL]
WTSW3R00	BOX ASSY, CHASE, STD, 3 REG	1	[DEL]
WTT125	TANK, 125 GAL W/PEDISTAL	1	[DEL]
WTT250	TANK, 250 GAL. W/ PED	1	[DEL]
WTTANNINKIT01	TANNIN-LIGNINS COLLECTION KIT	1	[DEL]

49

Execution Copy

WTTOCKIT01	TOC COLLECTION KIT	1	[DEL]
WTTXMATE	CONTROLLER, RE-PRESS. PUMP	1	[DEL]
WTV2003D5	CONTROLLER, DRAIN FLOW 5GPM	1	[DEL]
WTV2003D7	CONTROLLER, DRAIN FLOW 7GPM	1	[DEL]
WTV6P	TANK, EXPANSION, V6P	1	[DEL]
WTVALVETAGKIT02	VALVE TAG KIT	1	[DEL]
WTZHW0D1201	ENDO FILTER HOUSING,12",USF	1	[DEL]
WTZHW0D2001	ENDO FILTER HOUSING, 20", USF	1	[DEL]

50

Execution Copy

Technical Training Classes

Catalog Number	Description	Number of Days	Tuition*
339100055	Tuition, C3 Basic	8	[DEL]
339100070	Tuition, C3 Advanced	3	[DEL]
339100096	Tuition, WRO 95	1	[DEL]
339100104	Tuition, WRO 300	1	[DEL]
339100089	Tuition, Phoenix	7	[DEL]
339100100	Tuition, Phoenix Advanced	3	[DEL]
339100093	Tuition, Exalis	3	[DEL]
339100071	Tuition, Prisma	2.5	[DEL]
339100102	Tuition, Prismaflex	3	[DEL]
339100085	Tuition, [DELETED]	3	[DEL]

* [DELETED]; the Purchaser to pay all travel-related costs

NOTE: Under applicable federal regulations governing discounts, all products, equipment and services must be fully and accurately reported in all cost reports filed by Purchaser with any Federal or state agency.

51

Execution Copy

EXHIBIT 1-A

OPTIONAL PRODUCTS

1

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EXHIBIT 2

PRODUCT WARRANTIES AND DISCLAIMERS

PHOENIX DIALYSIS SYSTEM

Warranty - United States of America

[DELETED]

Optional feature components that are installed after a machine has been placed in service are subject to a separate warranty applicable to such components.

Certain components, such as filters, that are subject to normal wear are not covered by this Limited Warranty. In addition, this Warranty does not include replacement or repair of any part that fails because of misuse, accident, neglect, or failure to use and maintain the unit in accordance with instructions provided in the Phoenix Operator’s Manual, or because of alterations made by other than the Supplier’s authorized service personnel. Repairs required as a result of abuse or misuse of the equipment, as determined by the Supplier in good faith, will be charged to the Purchaser.

Performance of scheduled preventive maintenance procedures as described in the Operator’s Manual is the responsibility of the owner and is not covered by this Warranty. Failure to perform preventative maintenance procedures will invalidate this Warranty.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GAMBRO BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE FURNISHING, FUNCTIONING OR THE OWNER’S USE OF THE EQUIPMENT. Some states may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Warranty gives you specific legal rights and you may also have other rights which vary from state to state.

To request service under this Warranty, the purchaser should call the GAMBRO Technical Service Response Center at the telephone number below. Please provide the name, model number, and serial number of the equipment.

GAMBRO

10810 W. Collins Avenue

Lakewood, CO 80215-4407 USA

1-800-525-2623

1

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PRISMAFLEX^™ DIALYSIS DELIVERY SYSTEM

GAMBRO Warranty - United States of America

[DELETED]

Optional feature components that are installed after a machine has been placed in service are subject to a separate warranty applicable to such components.

Certain components, such as fuses, bulbs, and filters, which are subject to normal wear, are not covered by this Limited Warranty. In addition, this Warranty does not include replacement or repair of any part that fails because of misuse, accident, neglect, or failure to use and maintain the unit in accordance with instructions provided in the PRISMAFLEX Operator’s Manual, or because of alterations made by other than GAMBRO authorized service personnel. Repairs required as a result of abuse or misuse of the equipment, as determined by GAMBRO in good faith, will be charged to the owner.

Performance of scheduled preventive maintenance procedures as described in the Operator’s Manual is the responsibility of the owner and is not covered by this Warranty. Failure to perform preventative maintenance procedures will invalidate this Warranty.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GAMBRO BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE UNIT. Some states may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Warranty gives you specific legal rights and you may also have other rights, which vary from state to state.

To request service under this Warranty; please call the Technical Service Response Center at the telephone number below. The caller should be ready to provide the name, model number and serial number of the unit.

Gambro Renal Products, Inc.

10810 W. Collins Avenue

Lakewood, CO 80215-4407 USA

1-800-525-2623

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Execution Copy

PRISMAFLO™ BLOOD/FLUID WARMER WARRANTY

The warranty for PrismaFlo Blood/Fluid Warmer is provided by the manufacturer, STIHLER Electronic GmbH, Stuttgart, Germany.

[DELETED]

Please contact STIHLER’s authorized U.S. service representative, FUTUREMED America, Inc. for warranty service at 818/830-2500.

PRISMATHERM II™ BLOOD WARMER WARRANTY

The warranty for Prismatherm II is provided by the manufacturer, STIHLER Electronic G.m.b.H., Stuttgart, Germany.

[DELETED]

Please contact STIHLER’s authorized U.S. service representative, FUTUREMED America, Inc. for warranty service at 818/830-2500.

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Execution Copy

WATER SYSTEMS

WRO MOUNTING

The Supplier makes no claims regarding the efficacy of mounting WRO 300 system directly onto any dialysis machine. The Purchaser assumes all risks of, and responsibility for, all damages and liabilities associated with the mounting of the WRO 300 directly onto a dialysis machine. This includes any damage to the WRO 300, the dialysis machine, any other item damaged due to the mounting arrangement and any and all consequential damages. The Purchaser also assumes all risks and liabilities due to any injury to operators, technical staff, patients or any other person who may be injured as a result of the mounting arrangement.

CARBON ADSORPTION (FILTRATION)

Proper sizing of the carbon adsorption (filter) units requires an analysis of the incoming tap water at the point of use. This is not provided by the Supplier prior to an installation. The Purchaser accepts all responsibility for ensuring that chlorine and chloramine levels in the RO feed water are within specification, and that the sizing of the carbon adsorption units will be sufficient to meet those specifications. The Purchaser acknowledges its responsibility to monitor post carbon filter chlorine and chloramine levels to ensure that they do not exceed the level specified for in the feed water requirements. Excessive chlorine and chloramine levels may present patient safety issues and will damage the RO membrane. The Supplier can make recommendations regarding sizing of the carbon adsorption units if chlorine and chloramine levels are provided, but assumes no responsibility for the levels of chlorine and chloramine in the RO feed water, the sizing of the carbon adsorption units, or the consequences of inadequate carbon adsorption.

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Execution Copy

EXHIBIT 3

VENDOR RELATIONS POLICIES AND PROCEDURES

[See attached PDF entitled Exhibit 3]

EX-10.8

Exhibit 10.8

DaVita Inc.

Change in Control Bonus Program

September 18, 2001

I. Purpose

The purpose of the bonus program is to ensure the continued dedication of employees to DaVita Inc. and its subsidiaries (the “Company”), through additional assurances of financial and employment security in the event of a Change in Control of the Company.

II. Eligible Employees

a. Only Eligible Employees may participate in the bonus program.

b. Eligible Employees are those employees who were either full-time or part-time benefit eligible employees for the entire 12-month period preceding the Change in Control and who are employed by the Company on the date of the Change in Control. An approved leave of absence will count towards the 12-month period for eligibility. Employees who have received stock options for a total of 50,000 or more shares of the Company’s stock (without regard to vesting) are disqualified as Eligible Employees.

c. Employees who are represented by a union are not Eligible Employees unless this bonus program is expressly included within their collective bargaining agreement.

d. Employees employed in units we manage but do not own are eligible to participate in this program if they meet the above criteria.

e. Employees employed in units in which we are a minority partner are eligible to participate in this program if they meet the above criteria.

III. Qualifying Change in Control

“Change in Control” shall mean:

a. Any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 (the “Exchange Act”) and Sections 13(d) and 14(d) of the Exchange Act) becomes the direct or indirect beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of greater than 50% of the total voting power entitled to vote in the election of directors of the Company, including any transaction in which the Company becomes a wholly owned or majority owned subsidiary of another corporation.

b. Any merger, consolidation, or reorganization in which the Company does not survive.

c. Any merger or consolidation in which the Company survives but the shares of the Company’s common stock outstanding before the merger or consolidation represent less than 50% of voting power of the Company after the merger or consolidation.

d. Any transaction or series of transactions in which greater than 50% of the Company’s assets are sold.

IV. Determination of Bonus Amount

a. The aggregate bonus is to equal 4% of the premium realized in the Change in Control transaction, measured from the closing price per share of the Company’s stock on March 29, 2000 of $2.6875. For example;

1. If the Change in Control is a purchase of the Company’s outstanding stock for cash, the aggregate bonus shall equal 4% of the product of (x) the difference between the cash purchase price per share and $2.6875 and (y) the total shares outstanding on the date of the Change in Control.

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2. If the Change in Control is a stock-for-stock transaction, the aggregate bonus shall equal 4% of the product of (x) the difference between the market value of the stock received per share of Company stock and $2.6875 and (y) the total shares outstanding on the date of the Change in Control.

b. The calculation of the premium realized shall be approved by the Company’s Board of Directors.

c. The allocation of the aggregate bonus amount among individual Eligible Employees will be reasonably determined by the Company’s Chief Executive Officer and confirmed by the Company’s Board of Directors.

V. Bonus Payment Terms

a. Bonus to be paid within 30 days after Change in Control, unless the person acting as Chief Executive Officer for the 6 months immediately prior to the Change in Control continues as the Chief Executive Officer after the Change in Control for at least 12 consecutive months following the Change in Control. In the latter event, payment of the bonus may be deferred as reasonably determined by the Chief Executive Officer and confirmed by the Board. If the Chief Executive Officer immediately prior to the Change in Control continues as the Chief Executive Officer, but not for the following 12 consecutive months, the bonus will be paid within 15 days after the date he or she is no longer the Chief Executive Officer.

b. The bonus will be paid to an Eligible Employee’s estate if he or she dies before payment is required, with no change in the payment date.

c. The bonus will be paid in a lump-sum cash payment.

d. If legally permitted, the Company may amend the 401(k) plan and/or profit sharing plan to encourage employees to put bonus payment into one of these plans. The decision will be left to the employee.

e. Eligible Employees who receive a Change in Control bonus will be required to sign a release agreement, which includes a nondisparagement clause, as a condition precedent to receiving any bonus payment under this program.

VI. Miscellaneous

a. This program shall be governed by and construed in accordance with the laws of the State of Delaware.

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EX-12.1

Exhibit 12.1

DAVITA INC.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings for this purpose is defined as pretax income from continuing operations adjusted by adding back fixed charges expensed during the period. Fixed charges include debt expense (interest expense and the amortization of deferred financing costs), the estimated interest component of rent expense on operating leases, and capitalized interest.

	Nine months ended September 30, 2006		Year ended December 31,
			2005		2004		2003		2002		2001
			(dollars in thousands)
Earnings adjusted for fixed charges:
Income from continuing operations before income taxes	$	354,240	$	331,097	$	332,840	$	269,651	$	249,105	$	227,684
Add:
Debt expense		206,799		139,586		52,411		66,821		71,612		72,401
Interest portion of rent expense		42,946		35,189		24,305		21,685		19,259		17,124
		249,745		174,775		76,716		88,506		90,871		89,525
	$	603,985	$	505,872	$	409,556	$	358,157	$	339,976	$	317,209
Fixed charges:
Debt expense	$	206,799	$	139,586	$	52,411	$	66,821	$	71,612	$	72,401
Interest portion of rent expense		42,946		35,189		24,305		21,685		19,259		17,124
Capitalized interest		3,371		1,912		1,078		1,523		1,888		751
	$	253,116	$	176,687	$	77,794	$	90,029	$	92,759	$	90,276
Ratio of earnings to fixed charges		2.39		2.86		5.26		3.98		3.67		3.51

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Kent J. Thiry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DaVita Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/    KENT J. THIRY        

Kent J. Thiry

Chief Executive Officer

Date: November 3, 2006

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Mark G. Harrison, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DaVita Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/    MARK G. HARRISON        

Mark G. Harrison

Chief Financial Officer

Date: November 3, 2006

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DaVita Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Kent J. Thiry, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    KENT J. THIRY        

Kent J. Thiry

Chief Executive Officer

November 3, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DaVita Inc. (the “Company”) on Form 10-Q for the quarter ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Periodic Report”), I, Mark G. Harrison, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    MARK G. HARRISON        

Mark G. Harrison

Chief Financial Officer

November 3, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.