Asset Purchase Agreement

4.1            Closing Payment. The amount payable by Buyer for the Purchased Assets shall be Two Million Dollars ($2,000,000.00) (the “Closing Payment”). In addition, a payment to or from Buyer to reflect the Working Capital Balance at Closing shall be made as set forth below, provided, however, the parties agree that no such payment shall change the amount of the Closing Payment.

4.2            Form of Payments. All payments shall be made in readily available funds via wire transfer to an account designated by Sellers and, as to the Closing Payment, approved by Secured Creditor.

4.3            Post-Closing Adjustment for Working Capital Balance.

5.1            Organization and Good Standing. Company is a limited liability company and is duly organized, validly existing and in good standing under the laws of the State of Delaware. Company has the full limited liability company power and authority and all licenses, permits and authorizations necessary to carry on its business as now presently conducted and presently proposed to be conducted and to own, lease and operate the properties and assets it now owns or leases. Company is qualified to conduct business in all states or other jurisdictions where the nature of the business transacted or properties owned by it makes such qualification necessary and as necessary for Company’s full performance of its obligations under this Agreement.

5.2            Authorization; No Breach; Obligations. Company has full limited liability company power and authority necessary to execute, deliver and perform its obligations under the terms of this Agreement and all documents and agreements reasonably necessary to give effect to the provisions of this Agreement. Company has duly authorized, executed and delivered this Agreement, and Company’s execution, delivery and consummation of this Agreement and the transactions contemplated hereby will not result in (a) any conflict, breach or violation of or default under any articles of organization, operating agreement, statute, judgment, order, decree, license, law or regulation; (b) any conflict, breach or violation of or default under any judgment, order, decree, license, law or regulation applicable to Company; or (c) any breach or default under any mortgage, agreement, deed of trust, indenture or other instrument to which Company is a party or by which it is bound. All limited liability company actions and other authorizations prerequisite to Company’s execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been taken or obtained by Company, including, without limitation, the approval of this Agreement and the transactions effected hereunder by Member. This Agreement and all other documents and instruments required to be signed by Company or Member hereunder constitute the legal, valid and binding obligations of Company and Member, respectively, enforceable against them in accordance with their respective terms, except insofar as enforcement hereof may be limited by bankruptcy, insolvency or other similar laws. The execution, delivery and consummation of this Agreement and the transactions contemplated herein, will not violate or give any third party the right to modify, suspend, terminate, or accelerate an obligation under any contract, agreement or other document to which Company is a party, and will not create any Liens upon the Company’s capital stock or assets. To the knowledge of Company, there are no circumstances outstanding that give rise to any claim that could have a Material Adverse Effect.

5.3            Financial Controls. Company uses commercially reasonable efforts to establish proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of Company and to maintain accountability for Company’s assets; (iii) access to Company’s assets is permitted only in accordance with management’s authorization; (iv) the reporting of Company’s assets and period to period comparisons occur at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis

5.4            Financial Statements. Attached hereto as Schedule 5.4 are the unaudited financial statements of the Company for the fiscal years ended March 31, 2010 and 2011 (“Year End Financial Statements”), and for the interim period ended October 31, 2011 (“Mid-Year Interim Financial Statements”). All of the foregoing financial statements are herein sometimes called the “Financial Statements”. The Financial Statements have been prepared in accordance with GAAP, except as noted therein. The Financial Statements present fairly the financial position of Company, including, without limitation, its cost of goods, as of the dates indicated and present fairly the financial condition and results of the operations of Company for their respective periods and on their respective dates.

5.6            Environmental Laws and Regulations. (i) The Company is in compliance with all applicable Environmental Requirements relating to the Business and the Leased Real Property including, but not limited to, any Environmental Requirements relating to the use, storage, treatment, disposal, including any arrangement thereof, or transportation of any Materials of Environmental Concern; (ii) during the Company's occupancy and operation of the Leased Real Property, no release, leak, discharge, spill, disposal, or emission of any Materials of Environmental Concern has occurred in, on, or under the Leased Real Property in a quantity or manner that violates Environmental Requirements; (iii) there is no pending or, to the knowledge of the Company, threatened litigation or administrative proceeding or investigation (whether civil, criminal or administrative) concerning the Leased Real Property involving any Materials of Environmental Concern or Environmental Requirements; and (iv) there is no material quantity of asbestos or asbestos-containing material within the Leased Real Property.

5.7            Compliance with Law. Except as set forth on Schedule 5.7, (i) the operations of Company have been conducted in accordance with all laws, regulations, orders and other applicable legal requirements of all courts and other governmental bodies having jurisdiction over Company or its employees, assets, properties and operations; (ii) no violation or default of any law, regulation, order or other legal requirement exists and Company is not in default with respect to any order, writ, judgment, award, injunction or decree of any governmental body or arbitrator, domestic or foreign, applicable to Company or any of its assets, properties or operations with respect thereto and no event has occurred which may result in a violation or give rise to a remedial obligation; and (iii) no employee or independent contractor of Company has been excluded from participating in Medicare, Medicaid or any other federal health care program (as defined in 42 U.S.C. §§ 1320a-7b(f)).

5.9            Licenses and Permits. Schedule 5.9 sets forth a true and complete list and summary description of all Licenses and Permits, and all pending applications therefor. Each License and Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such License and Permit invalid in any respect. Except as provided in Schedule 5.9, no consent of any federal, state or local authority is required in connection with the execution, delivery and performance of this Agreement by Member or Company or the transfer of the Purchased Assets to Buyer in order for all Licenses and Permits to remain in full force and effect after the Closing of the transactions contemplated hereby. The Licenses and Permits constitute all of the licenses and permits under any legal requirements necessary for Company to lawfully conduct and operate its business in the manner in which it is currently conducted or is anticipated to be conducted and to operate its business and to permit Company to own and use its assets in the manner in which it currently owns and uses such assets. Each Employee has all Licenses and Permits necessary for his or her performance of duties for Company, all such Licenses and Permits are valid and in full force and effect, and copies of such Licenses and Permits are attached to Schedule 5.12.2.

5.10            Accreditations. Schedule 5.10 sets forth a true and complete list and summary descriptions of all accreditations held by Company and all pending applications therefor. Each accreditation has been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened proceeding to revoke, cancel, suspend or declare such accreditation invalid in any respect. Except as provided in Schedule 5.10, no consent of any accrediting body is required in connection with the execution, delivery and performance of this Agreement by Member or Company or the transfer of the Purchased Assets to Buyer in order for all accreditations to remain in full force and effect after the Closing of the transactions contemplated hereby. The accreditations listed on Schedule 5.10 constitute all of the accreditations necessary for Company to operate its business in the manner in which it is currently conducted or is anticipated to be conducted and to operate its business and to permit Company to own and use its assets in the manner in which it currently owns and uses such assets.

5.14          Contracts. All Contracts and all Leases are listed on Schedule 5.14(a). All Assumed Contracts and Leases are listed on Schedule 5.14(b). Each of the Assumed Contracts and Leases require the consent of the applicable third party prior to the consummation by the parties of the transactions contemplated by this Agreement. Company has made available to Buyer during due diligence true and complete copies of all Contracts and all Leases. None of the Assumed Contracts and Leases contains any covenant or commitment that in any way purports to restrict Company’s business activity or limit the freedom of Company to engage in any line of business or to compete with any Person. Each Contract is valid and effective in accordance with its terms, and there is not under any Contract (i) any existing or claimed default by Company or Member or event which, with notice or lapse of time or both, would constitute a default by Company or Member or (ii) any existing or claimed default by any other party or event which, with notice or lapse of time or both, would constitute a default by any such party. The continuation, validity and effectiveness of each Contract will not be affected by the transactions contemplated hereunder, and such transactions will not result in a breach of or default under any of the Contracts. There is no actual or, to the knowledge of Sellers, threatened termination, cancellation or limitation of any Contract. To the knowledge of Sellers, there is no pending or threatened bankruptcy, insolvency or similar proceeding with respect to any other party to any of the Contracts. The Contracts include all arrangements to which Company is a party which (a) have with expected payments or receipts of more than Five Thousand Dollars ($5,000.00) in any given year, (b) are not terminable on less than thirty one (31) days’ notice, or (c) involve direct or indirect payments to or from physicians or other potential sources of referrals (or Persons owned or controlled, in whole or in part, by physicians or potential sources of referrals, including those in a position to influence referrals).

5.16          Brokers and Investment Advisors. Company has not employed, contracted for the services of or authorized any broker, finder or investment advisor with respect to the negotiations leading up to the execution of this Agreement or the consummation of the transactions contemplated hereby. Company shall be solely responsible for payment of all fees or other payments due to any such broker, finder or investment advisor in connection with the transactions contemplated herein as a result of Company’s actions.

5.17          Payment Programs. All Company Payment Programs and provider numbers for each Company Payment Program are listed on Schedule 5.17. Company is a provider, in good standing, in each Company Payment Program. There is no pending, concluded or, to the knowledge of Company, threatened investigation, or civil, administrative or criminal proceeding relating to Company’s participation in any Payment Program, except as disclosed on Schedule 5.17. Company is not subject to, nor has it been subjected to, any pre-payment utilization review or other utilization review by any Payment Program. No Payment Program has requested or threatened any recoupment or set-off from Company and there is no basis therefor. Company has paid, repaid, allowed to be offset or caused to be paid all known and undisputed refunds, overpayments, discounts or adjustments. There are no pending appeals, challenges, audits, inquiries, litigation or notices of intent to audit with respect to any prior reports or billings. Except as disclosed on Schedule 5.17, during the last two (2) years Company has not been audited or otherwise examined by any Payment Program. No Payment Program has imposed a fine, penalty or other sanction on Company. Neither Company nor any of its Affiliates has been excluded from participation in any Payment Program. Company has not submitted to any Payment Program any false or fraudulent claim for payment, nor has Company at any time violated any condition for participation, or any rule, regulation, policy or standard of any Payment Program. All Medicare, Medicaid and third party reports and claims filed or required to be filed by or on behalf of Company have been timely filed and are complete and accurate in all respects. Such reports and claims properly claim and disclose all information and other items to be disclosed for the periods covered thereby.

5.18          Inventory. All Inventory including, without limitation, the inventory identified by Buyer in connection with its conduct of an inventory as of the Closing Date as required by applicable law, is in good condition, and Company reasonably expects that amount of Inventory on hand as of the Closing will be substantially consumed prior to its outdate in the operation of the Business in the ordinary course based on the current levels of operation. The amount and quality of the Inventory is consistent with normal operating levels maintained by the Company in keeping with past practice. No item of Inventory is beyond expiration date, obsolete or unusable. The Buyer and the Company shall take a physical inventory on the Closing Date to identify Excluded Inventory and confirm that the Inventory level is consistent with normal operating levels maintained by the Company in keeping with past practice.

5.19          Patients. Schedule 5.19 is a true and complete list of all active patients of the Company as of the day prior to the date hereof. At Closing, Schedule 5.19 will be updated to reflect a list of all patients on the day prior to Closing. Schedule 5.19 will be redacted in the execution copy to delete patient-identifying information.

5.20          Referral Sources. Schedule 5.20 is a true and complete list of the Referral Sources of the Business as of the day prior to the date hereof. At Closing, Schedule 5.20 will be updated to reflect the Referral Sources of the Business on the day prior to Closing.

5.21          Ownership; No Subsidiaries. Member is the sole owner of Company. Except as disclosed on Schedule 5.21, Company does not own and has not owned, either directly or indirectly, any interest or investment (whether debt or equity) in or been a member of any corporation, partnership, joint venture, business trust or other entity. No other person has any right to acquire any capital stock or rights to purchase capital stock of the Company.

5.22          Solvency. There is no bankruptcy or insolvency proceeding of any character, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, pending or threatened against Company. Company’s sale of the Purchased Assets has not been undertaken with the intention to hinder, delay or defraud Company’s current or future creditors. Upon consummation of the transactions set forth in the Agreement, (i) Company shall have no debt obligations to any party and (ii) Company will not engage in any business or transactions except as incidental to the dissolution or winding up of Company. Neither Company nor Member have knowledge of any other asserted or threatened claim against Company, including claims for taxes and personal liability, wrongful death, or any other sort of tort claim. By entering into this Agreement and consummating the transactions contemplated in this Agreement, neither Company nor Member intends to incur, nor believes that it will incur, debts that will be beyond such party’s ability to pay as such debts mature.

5.23          Transactions With Affiliates. No Member, director, officer or employee of Company or member of the family of any such person, or any corporation, partnership, trust or other entity in which any such person, or any member of the family of any such person, has a substantial interest or is an officer, director, trustee, partner or holder of any equity interest, is a party to any transaction with Company, including any contract, agreement or other arrangement providing for the employment of, furnishing of goods or services by, rental of real or personal property from or to, or otherwise requiring payments or involving other obligations to any such person or firm. Except as disclosed on Schedule 5.23, the amount paid by the Company in connection with any Contract or Lease where the other party is a partner or an affiliate of a partner is consistent with fair market value in an arm’s length transaction.

5.24          [Reserved].

5.25          Absence of Certain Events. Since November 1, 2010, Company has conducted its business only in the ordinary course and in a manner consistent with past practices. As amplification and not in limitation of the foregoing, since April 1, 2011, there has not been, except as set forth on Schedule 5.25:

5.26          HIPAA. The Company (i) is in material compliance with the standard transaction requirements established by Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and HIPAA's accompanying transaction set, privacy, and security regulations, and (ii) has developed and implemented appropriate policies and procedures and training programs for compliance with HIPAA's privacy and security regulations.

5.27          Compliance. The Company has established and implemented a corporate compliance plan, including policies and procedures and a code of ethics, to promote compliance and detect non-compliance of the Company’s operations and its employees with all applicable all laws, regulations, orders and other applicable legal requirements.

6.1            Organization and Good Standing, Authorization and No Breach. Member is a Nevada corporation and is duly organized, validly existing and in good standing under the laws of the State of Nevada. Member has the full corporate power and authority to carry on its business as presently conducted and to own and lease the properties and assets that it now owns and leases. Member is qualified to conduct business and is in good standing in all states or other jurisdictions where the nature of the business transacted or properties owned by it makes such qualification necessary and as necessary for Member’s full performance of its obligations under this Agreement. Member has the full corporate power and authority to execute, deliver and perform its obligations under the terms of this Agreement and all documents and agreements reasonably necessary to give effect to the provisions of this Agreement. Member has duly authorized, executed and delivered this Agreement and the execution, delivery and consummation of this Agreement and the transactions contemplated hereby will not result in any material conflict, breach or violation of or default under any articles of incorporation, bylaw, statute, judgment, order, decree, license, law or regulation; nor will the execution, delivery and consummation of this Agreement and the transactions contemplated hereby result in any material breach or default under any mortgage, agreement, deed of trust, indenture or other instrument to which Member is a party or by which it is bound. All corporate action and other authorizations prerequisite to the execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been taken or obtained by Member. Neither the execution of this Agreement nor the consummation of any transactions contemplated herein, violates any material contract, agreement, or other document to which Member is a party or to which Member is otherwise subject. This Agreement is a valid and binding agreement of Member enforceable in accordance with its terms, except insofar as enforcement hereof may be limited by bankruptcy, insolvency or other similar laws.

6.2            Title to Member Interests, Etc. Member is the record and beneficial owner of, and has good and marketable title to, the Member Interests free and clear of all Liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever (except Liens being assigned to Buyer by Secured Creditor pursuant to the Secured Creditor Assignment and Release Agreement). Neither Member nor any other person owns any other securities of the Company other than the Member Interests, and, except for this Agreement, there are no agreements or other rights or arrangements existing which provide for the sale, purchase, exchange or other transfer by Member of any of the Member Interests or any other security of the Company.

6.3            Brokers and Investment Advisors. Member has not employed, contracted for the services of or authorized any broker, finder or investment advisor with respect to the negotiations leading up to the execution of this Agreement or the consummation of the transactions contemplated hereby. No fee or other payment is due and owing to any broker, finder or investment advisor in connection with the transactions contemplated herein as a result of Member’s actions.

7.1            Organization in Good Standing. Buyer is an Illinois limited liability company and is duly organized, validly existing and in good standing under the laws of the State of Illinois. Buyer has the full limited liability company power and authority to carry on its business as presently conducted and to own and lease the properties and assets that it now owns and leases. Buyer is qualified to conduct business and is in good standing in all states or other jurisdictions where the nature of the business transacted or properties owned by it makes such qualification necessary and as necessary for Buyer’s full performance of its obligations under this Agreement.

7.2            Buyer’s Authority and No Breach. Buyer has the full corporate power and authority to execute, deliver and perform its obligations under the terms of this Agreement and all documents and agreements reasonably necessary to give effect to the provisions of this Agreement. Buyer has duly authorized, executed and delivered this Agreement and the execution, delivery and consummation of this Agreement and the transactions contemplated hereby will not result in any material conflict, breach or violation of or default under any articles of incorporation, bylaw, statute, judgment, order, decree, license, law or regulation; nor will the execution, delivery and consummation of this Agreement and the transactions contemplated hereby result in any material breach or default under any mortgage, agreement, deed of trust, indenture or other instrument to which Buyer is a party or by which it is bound. All corporate action and other authorizations prerequisite to the execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been taken or obtained by Buyer. Neither the execution of this Agreement nor the consummation of any transactions contemplated herein, violates any material contract, agreement, or other document to which Buyer is a party or to which Buyer is otherwise subject. This Agreement is a valid and binding agreement of Buyer enforceable in accordance with its terms, except insofar as enforcement hereof may be limited by bankruptcy, insolvency or other similar laws.

7.3            Brokers and Investment Advisors. Buyer has not employed, contracted for the services of or authorized any broker, finder or investment advisor with respect to the negotiations leading up to the execution of this Agreement or the consummation of the transactions contemplated hereby. No fee or other payment is due and owing to any broker, finder or investment advisor in connection with the transactions contemplated hereunder as a result of Buyer’s actions.

8.1            Representations and Warranties to be True and Correct. The representations and warranties of Company and Member set forth in this Agreement and in the schedules delivered pursuant hereto shall be complete, true and correct in all respects as of the Effective Time and the pre-Closing agreements, covenants and conditions required by this Agreement to be performed and complied with by Company and Member shall have been performed and complied with in all respects. The execution and delivery of the certificate described in Section 8.4.3 shall not serve to limit any of Sellers’ liabilities and obligations following the Closing Date.

8.2            No Company Material Adverse Effect. Except for the matters related to the Secured Creditor, there shall have been no changes that have had or are reasonably likely to have a Material Adverse Effect on the Company since the Mid-Year Interim Financial Statements.

8.3            No Claim Regarding the Purchased Assets or Sale Proceeds. There must not have been made or threatened by any person any unresolved claim asserting that such person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Purchased Assets, or (b) is entitled to all or any portion of the purchase price payable for the Purchased Assets.

8.4            Supporting Documents. Buyer shall have received the documents set forth below:

8.5            Board Approvals. Buyer shall have received corporate approval, which it will seek to obtain as soon as possible following the execution and delivery of this Agreement.

9.1            Representations and Warranties to be True and Correct. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Time and the pre-Closing agreements, covenants and conditions required by this Agreement to be performed and complied with by Buyer shall have been performed and complied with in all respects. The execution and delivery of the certificate described in Section 9.2.4 shall not serve to limit any of Buyer’s liabilities and obligations following the Closing Date.

9.2            Supporting Documents. Sellers shall have received the documents set forth below:

9.3            Purchase Price. Buyer shall pay the Closing Payment as required in Article 4.

10.1          Preservation of the Business. Except as set forth on Schedule 10.1, Company and Member hereby covenant and agree to continue to manage and operate the Business in the usual, regular and ordinary course and to take those steps they have taken in the past and reasonably appropriate additional steps to preserve the Business, to keep available to the Buyer the services of the key Employees and preserve the current relationships of the Company with the material customers, payors and suppliers of, and other Persons which have significant business relationships with, the Company during the period beginning on the Effective Date and ending on the Closing Date. The Member shall cause the Company to be operated only in the usual, regular, and ordinary course of business, except as otherwise agreed to in writing by the Member and Buyer.

10.2          Notification of Certain Matters. From the Effective Date through the Closing Date, each party hereto shall give prompt notice to each other party of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any party’s representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect and (b) any failure of a party to comply with or satisfy any of its or their respective covenants, conditions or agreements to be complied with or satisfied by it under this Agreement; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement, or to satisfy any condition. Except as otherwise provided in Article 12, the party receiving such notification shall not be barred from seeking indemnity with respect to the subject matter of such notification.

10.3          Regulatory and Other Authorizations, Consents. Each party hereto shall use its best efforts to obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities and other third parties that are required pursuant to obligations imposed on such party pursuant to any License, law or Contract as may be or become necessary for its execution and delivery of, the performance of its obligations pursuant to, and the consummation of the transactions contemplated under this Agreement, and each party will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. The parties hereto acknowledge that time shall be of the essence in this Agreement and agree not to take any action that will have the effect of unreasonably delaying, impairing or impeding the receipt of any required authorizations, consents, orders or approvals.

10.5          Press Release. Between the Effective Date and the Closing, the parties agree to use reasonable efforts to consult with each other prior to any press release, public announcement or publicly disseminated communication concerning this transaction, to discuss the content of any such announcement and to refrain from making any such press releases or public announcements without first receiving the other’s prior consent, which shall not be unreasonably withheld. A party shall be deemed to have given such consent if such party has not provided written notice of objection to the other party within two (2) days following the delivery of notice to the non-disclosing party of such proposed communication. Unless required by law, no party shall issue a press release pertaining to this transaction until the Closing has occurred. In no event shall a party cause any oral or written communication to be issued relating to this transaction which disparages any other party or its subsidiaries or Affiliates, unless required by law. The provisions of this Section 10.5 shall survive the termination of this Agreement.

10.6          Record Data; Patient Notification. The parties agree that Buyer will engage Infowerks or another third party selected by Buyer (the “Data Converter”) to convert Company’s Records (the “Record Data”) to a format specified by Buyer. Company and Member agree to provide such access, information and cooperation to the Data Converter as may be required to enable the Data Converter to deliver the Record Data to Buyer at Closing. Buyer will engage Tribune Direct or another distributor selected by Buyer (the “Third Party Distributor”) to notify each customer of the Company who has had a prescription filled or refilled through the Company within the two years prior to the Closing Date by mailing each of them a letter in a form as may be mutually acceptable to Buyer and Company. Buyer agrees to instruct the Third Party Distributor not to release such letters until after the Closing and shall be responsible for and shall satisfy any legal obligations under HIPPA, including the HIPPA privacy standards in connection with such letters.

10.7            Cooperation. Buyer, on the one hand, and Sellers, on the other, shall negotiate in good faith and shall cooperate with the other, without additional consideration, to carry out the purposes and intent of this Agreement, including, without limitation, the execution and delivery to the appropriate party of all such further assignments, endorsements, transition services and other documents as may reasonably be required in order to perfect the sale, transfer and delivery and integration of the Purchased Assets to be acquired and sold hereunder and seeking necessary consents and satisfying conditions to Closing which have not been satisfied or waived. The parties further agree not to act or omit to act in such a manner and to not commit intentional acts in bad faith that would cause the acting party or the other party to terminate or violate the terms of this Agreement.

10.8            Expenses. Each of the parties hereto shall pay its own expenses and costs (including, without limitation, the fees, disbursements and expenses of its attorneys, accountants, auditors, consultants, and agents), incurred by it in negotiating, preparing, closing and carrying out this Agreement and the transactions contemplated hereby.

10.9            Payment of Certain Taxes.

10.10        Continuing Insurance Coverage for the Company. Company shall maintain in full force and effect its policies of insurance until the Closing Date. If Company’s professional liability insurance is on a “claims made” basis, Company shall purchase on or before the Closing Date an extended reporting endorsement (“tail”) for such professional liability insurance policy(ies) with limits consistent with amounts in effect as of the date hereof and will add Buyer as an additional insured to said policy. Company will provide a certificate of insurance evidencing such tail policy to Buyer at the Closing.

10.11        Access. (a) From the Effective Date through the Closing Date, Company shall provide Buyer and its counsel, accountants and other representatives with reasonable access during normal business hours to the premises of Company and all property, both real and personal, contracts, leases, agreements and litigation documents relating to Company, as well as the books of account and other records of the Company. Buyer shall make reasonable efforts to coordinate with Company for time(s) and place(s) that such materials may be accessed. Company shall remove all of their files related solely to the Excluded Assets prior to the Closing Date at a time agreed upon by Buyer and Company. Upon reasonable notice, Company shall permit Buyer access to all of the premises of the Leased Real Property in order to install wiring and equipment for communication devices and other systems and to prepare for the integration of the Business with Buyer’s own business, all at Buyer’s cost and without causing material damage to such Premise. Buyer agrees to repair any damage which may be caused due to the exercise of its rights pursuant to this Section 10.11 and to indemnify, defend and hold harmless Company from any and all losses arising out of or in any way connected with Buyer’s exercise of its rights pursuant to this Section 10.11. (b) After the Closing Date, Buyer will afford Company and their agents reasonable access during normal business hours (with an opportunity to make copies) (subject, however, to confidentiality and similar non-disclosure obligations), so long as Company provides Buyer with prior written notice, to the Buyers’ books, records, workpapers, contracts, commitments, tax returns, personnel and records relating solely to the Purchased Assets as the Company shall reasonably request for any reasonable business purpose relating to the Company’s prior ownership or operation of the Purchased Assets; provided that any such access by the Company shall not unreasonably interfere with the conduct of the business of the Buyer. The Company shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees) reasonably incurred in connection with the foregoing.

10.12        Assumed Contracts and Leases. Prior to the Closing Date, Company shall obtain all necessary consents to assignment from the third parties to all of the Assumed Contracts and Leases.

10.13        Release of Security Interests. Company shall obtain and deliver to Buyer on or before the Closing Date releases of any and all security interests in any of the Purchased Assets held by third parties (except Liens being assigned to Buyer by Secured Creditor pursuant to the Secured Creditor Assignment and Release Agreement).

10.14        Payroll and Benefit Matters. Company will satisfy all accrued payroll obligations within ordinary course time frames and will pay all accrued paid-time-off liabilities prior to the Closing Date. In addition, prior to the Closing Date, Company shall provide all appropriate notices to Company Employees describing rights and options under the 401(k) plan sponsored by Company within any time frames required by law, the plan or by agreement of the parties.

10.15        Employees. No later than the Closing Date, Buyer will provide Company a list of Employees that it intends to offer employment (“Transferring Employees”). The Transferring Employees shall be treated as new hires by Buyer and employees at will, subject to Buyer’s employment policies, including without limitation the obligation to take and pass a drug test, background check and to have the unrestricted ability to provide federally reimbursed services. Except as may be set forth in any employment agreement entered into with Buyer, nothing herein shall obligate Buyer to employ the Transferring Employees for any specific time period. Nothing herein shall be construed to grant any Employee any rights as a third party beneficiary. Neither Company, Member, nor any of their Affiliates shall employ or offer employment to an Employee who rejects Buyer’s offer of employment.

10.16        Bulk Sales. Sellers shall provide any and all notice of this transaction required under applicable law related to the bulk sale of assets.

10.17        General Ledger System. Prior to the Closing Date, the Company will implement a new general ledger system (Great Plains) to replace the current Lawson general ledger system. The Company will ensure that all historical financial information in such Lawson system is replicated in the Great Plains system. If required for legitimate business purposes, Member shall give Buyer restricted supervised access to Lawson to confirm or supplement data in the Great Plains system.

10.18        Disclosure Schedules. From time to time up to the Closing Date, Sellers shall promptly supplement or amend the Disclosure Schedules which it has delivered pursuant to this Agreement with respect to any matter first existing or occurring following the date hereof which, if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in such Schedules or which is necessary to correct any information in such Disclosure Schedules. No supplement or amendment to any Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article 8.

11.1          Covenants Against Competition. Company and Member agree that neither they nor their Affiliates shall, directly or indirectly, alone or in association with others (other than Buyer) in any capacity, whether as an agent, advisor, employee, consultant, sole proprietor, owner, partner, joint venturer, member, manager, investor or otherwise (other than as an owner of five percent (5%) or less of any publicly traded company), for a period of five (5) years following the Closing Date (such period to be extended by the duration of any period of violation of, or any period of litigation to enforce, the covenants herein):

11.2          Modification. If a court of competent jurisdiction should declare the covenant contained in this Article 11 unenforceable because of any unreasonable restriction of activities, duration and/or geographical area, then the parties hereby acknowledge and agree that such court shall have the express authority to reform the covenants to provide for reasonable restrictions and/or grant Buyer such other relief at law or in equity reasonably necessary to protect the interests of Buyer.

11.3          Injunctive Relief; Other. Member and Company specifically agree and acknowledge that the restrictions contained in this Article 11 are necessary to prevent harm to Buyer and that the restrictions contained herein will not result in unreasonable harm to either of them. Member and Company further acknowledge that a breach of any provision of this Article 11 by either of them would cause Buyer to suffer immediate and irreparable harm, which could not be remedied by the payment of money. In the event of a breach or threatened breach by Member or Company of the provisions of the covenants contained in this Article 11, Buyer shall be entitled to injunctive relief to prevent or end such breach, without the requirement to post bond, and recovery of costs (including attorneys’ fees) to enforce the covenant. Nothing herein shall be construed as prohibiting Buyer from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of damages.

12.1          Indemnification by Member and Company. Member and Company shall jointly and severally indemnify, defend, and hold harmless Buyer Indemnified Parties from, against, and with respect to any and all Losses incurred by them, arising from, resulting from, or attributable to, any of the following:

12.2          Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Sellers from, against, and with respect to any and all Losses incurred by Sellers arising from, resulting from, or attributable to, any of the following:

12.3          Limitations. Except as otherwise provided herein, any claim for indemnification for breach of representations and warranties by a party hereunder must be made in writing within three (3) years following the Closing Date. Other claims may be brought at any time. Representations and warranties will survive through the period during which a claim may be asserted and, if a claim is so asserted, until final disposition of such claim. Any matters discovered in connection with and relating to the pursuit of such claim shall also survive until such claim is resolved or a claim relating to such matter is resolved, whichever is later. Claims for indemnification relating to Taxes may be made in writing within sixty (60) days following the later of the final resolution of any judicial or administrative proceeding involving any such Tax or expiration of any statute of limitations (including any suspensions, tollings or extensions thereof) relating to such Tax. Claims for indemnification relating to a violation of any Benefit Plan may be made at any time in writing. Claims for indemnification relating to compliance with laws (including laws, regulations and policies related to Medicare, Medicaid and any other federal healthcare program) may be asserted at any time in writing so long as the claim is asserted within sixty (60) days following the period of any appropriate statute of limitations. Any claim for indemnification timely asserted in writing must specify the particular event or item for which indemnification is sought and shall survive until resolved. Notwithstanding any term in this Section 12.3 as to any liabilities relating to personal injury and as to claims for breach of representations or warranties described below, the time for asserting a claim and the survival period shall be sixty (60) days following the applicable statute of limitations. The representations and warranties subject to the previous sentence are the representations and warranties made in Section 5.13 – Employee Benefit Matters; Section 5.15 – Tax Matters, Section 5.17 – Payment Programs, or Section 5.7 – Compliance with Laws. Notwithstanding anything contained in this Agreement to the contrary: (a) Sellers will not have any liability for a breach of any representation or warranty under this Agreement until the total of all Losses to which Buyer would otherwise be entitled to under this Agreement for breaches of any representations or warranties but for this limitation exceeds Five Thousand Dollars ($5,000.00), but then Sellers shall be liable for all of the Losses; and (b) in any event, Sellers will have no liability for breaches of any representations or warranties under this Agreement or otherwise in excess of the amount of the total amount payable pursuant to Article 4 and actually received by Sellers, after taking into account all adjustments contemplated in this Agreement. Notwithstanding anything herein, the limitations on claims and survival described herein shall not apply in connection with any matter involving an intentional misrepresentation or fraud.

12.4            Matters Involving Third Parties.

12.5            Payment. The Indemnifying Party shall pay, in cash, to the Indemnified Party who presents a claim for Losses subject to indemnification hereunder, the full amount of such claim, subject to the other provisions of this Article 12 and this Agreement, within thirty (30) days of the making of such claim. Notwithstanding the foregoing, with respect to a Third Party Claim that is the subject of any action, the Indemnifying Party shall pay the full amount of any judgment when a judgment on such Third Party Claim in accordance with the terms of such judgment becomes final, and is not and may not be the subject of further appeals. No Indemnifying Party shall admit or permit to be admitted any fault, responsibility or liability on behalf of an Indemnified Party without such Indemnified Party’s consent, which consent may be granted or withheld at Indemnified Party’s sole discretion.

12.6            Insurance Proceeds. If the Indemnified Party receives insurance proceeds on a claim for which it has already received indemnity from the Indemnifying Party, the Indemnified Party shall as soon as reasonably practicable thereafter pay the insurance proceeds to the Indemnifying Party only to the extent necessary to refund the indemnity provided by the Indemnifying Party. For purposes hereof, obligations of an Indemnifying Party shall be reduced by the amount of any paid insurance proceeds so long as the insurer has no recourse against the Indemnified Party for amounts so paid.

12.7            Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under applicable law, as adjustments to the Purchase Price for all Tax purposes.

14.1          Notices. All notices, requests, demands and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed delivered (a) on the date of personal delivery or transmission by confirmed telegram, confirmed facsimile transmission or confirmed e-mail, (b) on the third (3rd) business day following the date of deposit in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, or (c) on the first (1st) business day following the date of delivery to a nationally-recognized overnight courier service, in each case addressed as follows, or to such other address, person or entity as either party shall designate by notice to the other in accordance herewith:

14.2            Survival. All representations, warranties, covenants and indemnifications of the parties to this Agreement contained in this Agreement or in any schedule, exhibit, or certificate delivered in connection herewith shall survive the Closing except as otherwise provided for herein. .

14.3            Waiver. The failure of any party to insist, in any one or more instances, on performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such term, covenant or condition, but the obligations of the parties with respect thereto shall continue in full force and effect.

14.4            Third Parties. None of the provisions of this Agreement shall confer rights or benefits as third party beneficiaries or otherwise upon any party that is not expressly a party to this Agreement, and the provisions of this Agreement shall not be enforceable by any such third party.

14.5            Severability. If any part of this Agreement should be determined to be invalid, unenforceable, or contrary to law, that part shall be amended, if possible, to conform to law, and if amendment is not possible, that part shall be deleted and other parts of this Agreement shall remain fully effective, but only if, and to the extent, such modification or deletion would not materially and adversely frustrate the parties’ essential objectives as expressed in this Agreement.

14.6            Amendment. This Agreement may be amended, supplemented, altered or modified at any time only by a written instrument duly executed by all of the parties hereto.

14.7            Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties to this Agreement may deliver their executed counterparts by facsimile or other electronic means, provided that original signatures are delivered by U.S. Mail promptly thereafter.

14.8            Headings. The headings contained in this Agreement have been inserted for the convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

14.9            Entire Agreement. This Agreement (including the schedules and exhibits hereto, and all other agreements and documents executed in connection herewith) constitutes the entire agreement among the parties hereto with respect to the subject hereof.

14.10            Successors and Assigns. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto, whether so expressed or not.

14.11            Governing Law; Jurisdiction. The parties specifically agree that this Agreement shall in all respects be interpreted, read construed and governed by the internal laws of the State of Illinois, exclusive of its conflicts of law rules. Any party hereto shall be entitled to bring an action to enforce any provision of, or based on any right arising out of, relating to or in connection with, this Agreement, in law or at equity for specific performance, or for any other remedy or damages, in the Circuit Court of Cook County, Illinois, or the United States District Court for the Northern District of Illinois. Each party hereto expressly agrees to waive any challenge to either jurisdiction or venue in any of the aforementioned courts. The prevailing party in any such action shall be entitled to recover all attorneys’ fees of pursuing or defending an action under this Agreement.

14.12            Joint and Several Obligations. The obligations of the Company and the Member under this Agreement are joint and several.