ASSET PURCHASE AGREEMENT

List of Exhibits

Page

ASSET PURCHASE AGREEMENT, dated March 10, 2006 (together with all Schedules hereto, this " Agreement "), among MD OnCall Acquisition Corp., a New York   corporation, with offices at 3265 Lawson Boulevard, Oceanside, New York 11572 (" Buyer "), on the one hand, and MD On Call, LLC, a Rhode Island limited liability company doing business as (i) Answeringforall.com, (ii) Capitol Medical Answering Service, (iii) Solutions Medical Answering Service, and (iv) RI Medical Bureau, and having offices at 95 Sockanosset Cross Road, #305, Cranston, RI 02920 (“ MD OnCall ”), Capitol Medical Bureau, Inc., a Maryland corporation doing business as Doctors’ Answering Service and having offices 15855 Crabbs Branch Way, Rockville, MD 20855 (“Capital Medical Bureau”, and together with MD OnCall, the “ Sellers ”), James K. Cardi MD, an individual and a 50% member of MD OnCall and a 50% stockholder of Capitol Medical Bureau, residing at 1181 North Main Road, Jamestown, RI 02835 (“ Dr. Cardi ”), Ginamaria Shapiro, an individual and a 50% member of MD OnCall and a 50% stockholder of Capitol Medical Bureau, residing at 100 Cottrell Road, Saunderstown, RI 02874 (“ Shapiro ”, and together with Dr. Cardi, the " Stockholders "), and Louis S. Shapiro, an individual and an officer of each of the Sellers, residing at 100 Cottrell Road, Saunderstown, RI 02874 (the "Officer"), on the other hand.

A.   Each of the Sellers is in the business of providing telephone answering services, message services, faxing services, paging services and other ancillary office services (collectively, the " Business ").

B.   Buyer desires to purchase from each of the Sellers, and each of Sellers desires to sell to Buyer, certain of each such Sellers’ assets and properties relating to the Business, on the terms and subject to the conditions set forth herein.

C.   The parties have drafted a disclosure schedule (the "Disclosure Schedule") corresponding to various provisions of this Agreement, in order to record various disclosures made pursuant to the various provisions hereof.

In consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.   Sale and Purchase of Assets.

  1.1   Sale and Purchase . Upon the terms and subject to the conditions contained in this Agreement, each of the Sellers, as of the date hereof (the “ Closing Date ”), hereby sells, assigns, transfers and delivers to Buyer, and Buyer, as of the Closing Date, purchases and accepts from each of the Sellers, all of the assets and rights of every nature, kind and description, tangible and intangible, wherever located, that are owned, used or held for use by each such Seller in or for each Seller's Business, as the same exists on the Closing Date (collectively, the " Purchased Assets "), free and clear of any and all liens, charges, claims, pledges, security interests or other encumbrances of any kind whatsoever (" Liens "), other than (i) cash, except for cash relating to Accounts Receivable belonging to Buyer as set forth in Section 1.6, (ii) all assets and rights in connection with the Employee Plans (as defined in Section 2.24 of this Agreement), except for those listed in Section 4.1 of the Disclosure Schedule, and (iii) all assets listed in Section 1.1 of the Disclosure Schedule hereto (collectively, the " Excluded Assets "). The Purchased Assets shall include, without limitation, the following:

(a)    customer accounts (both actual and prospective), including barter accounts, if any;

(b)    all accounts receivable, subject, however, to the provisions of Section 1.6 hereof;

(c)    deposits or expenses prepaid by each of the Sellers, and deposits made by customers;

(d)    customer and supplier lists, mailing lists, telephone numbers, DID numbers, catalogs, yellow pages advertising, brochures, promotional materials and handbooks relating to the Business;

(e)    other books, records, files, contracts, plans, notebooks, production and sales data and other data of each of the Sellers relating to the Business, including but not limited to book keeping records and ledgers, whether or not in tangible form or in the form of intangible computer storage media such as optical disks, magnetic disks, tapes and all similar storage media;

(f)    machinery, computers, file servers, networking hardware, software licensing and other data processing hardware (and all software related thereto or used therewith) and other tangible personal property of similar nature, including but not limited to all items set forth on each of Sellers’ fixed asset ledger attached to this Agreement on Section 2.5 of the Disclosure Schedule, the Pinnacle telephony equipment and all telephony hardware and peripherals, including, but not limited to, telephony chassis, expansion cards, monitors, spare equipment, operator audio boxes, amplifiers and headsets;

(g)    office furniture, office equipment, fixtures and other tangible personal property of similar nature, as set forth in Section 2.5 of the Disclosure Schedule, and all other such items located in the premises identified in the Assigned Leases (as hereinafter defined), whether or not set forth in Section 2.5 of the Disclosure Schedule;

(h)    all inventory including, but not limited to, any pagers;

(i)    interests to the extent owned by each of the Sellers in any patent, copyright, trademark, trade name, brand name, service mark, service name, assumed name, domain name, website, logo, symbol, trade dress, design or representation or expression of any thereof, or registration or application for registration thereof, or any other invention, trade secret, technical information, know-how, proprietary right or intellectual property, technologies, methods, designs, drawings, software (including documentation and source code listings), processes and other proprietary properties or information (collectively, the " Intellectual Property ");

(j)    real property interests described in Section 2.8 of the Disclosure Schedule to this Agreement together with all licenses, leases, rights, privileges and appurtenances thereto including, without limitation, all leases, agreements and other rights to use, occupy or possess, or otherwise with respect to, real property or machinery, equipment, vehicles, and other tangible personal property of similar nature to which each of the Sellers is a party, and all rights arising under or pursuant to such leases, agreements and rights;

(k)    to the extent not included above, all rights under contracts, agreements, options, commitments, understandings, licenses, leases, permits and instruments relating to the Business including, without limitation, customer and supplier contracts, sales representative and distributor contracts and commission contracts with respect thereto, all as listed (the " Assigned Contracts ") on Schedule 1.1(k) of the Disclosure Schedule, but no Liabilities (as defined below) associated with any of the Assigned Contracts, except as set forth in Section 1.2 below;

(l)    all of the Sellers' rights, title and interest in and to the names “MD OnCall”, “Capitol Medical Bureau”, “Answeringforall.com”, “Capitol Medical Answering Service”, “Solutions Medical Answering Service”, “RI Medical Bureau” and “Doctors’ Answering Service” and all variations thereof and all similar names and the goodwill associated therewith and with the Purchased Assets, together with all trademarks, service marks and trade names each of the of Sellers related to the Business, if any;

(m)    third party warranties and guarantees and other similar contractual rights as to third parties held by or in favor of each of the Sellers, and arising out of, resulting from or relating to the Business or the Purchased Assets, to the extent not included as part of the Assigned Contracts;

(n)    rights to insurance and condemnation proceeds relating to any damage, destruction, taking or other similar impairment of any of the Purchased Assets; and

(o)    cash related to Accounts Receivable belonging to Buyer as set forth in Section 1.6.

1.2    No Assumption of Liabilities . Except as provided herein, Buyer is not assuming any Seller's direct or indirect liabilities, obligations, undertakings, indebtedness, obligations under guaranties, endorsements, adverse claims, losses, damages, deficiencies, costs, expenses or responsibilities of any kind, fixed or unfixed, known or unknown, asserted or unasserted, due or undue, liquidated or unliquidated, secured or unsecured, accrued or unaccrued, contingent or non-contingent, subordinated or non-subordinated (collectively, " Liabilities "). Buyer will assume (i) all Liabilities relating to the Purchased Assets and the Business to the extent arising from activity of Buyer relating to periods after the Closing Date, and (ii) any liabilities relating to deposits made by customers (collectively, the " Assumed Liabilities ").

1.3    Purchase Price . The aggregate purchase price for the Purchased Assets is Three Million Four Hundred Thirty Thousand Six Hundred Forty Two and 54/100 ($3,430,642.54) Dollars (the " Purchase Price "). The Purchase Price shall be payable as set forth below:

(a)    One Million Seven Hundred Fifteen Thousand Three Hundred Twenty One and 27/100 ($1,715,321.27) Dollars, payable to MD OnCall, LLC by wire transfer on the Closing Date (the " MD OnCall   Closing Cash Purchase Price ");  

(b)    One Million Twenty Nine Thousand One Hundred Ninety Two and 76/100 ($1,029,192.76) Dollars, payable to Capitol Medical Bureau by wire transfer on the Closing Date (the “ Capitol Medical Bureau Closing Cash Purchase Price ”).

(c)    Thirty Five Thousand Two Hundred and Twenty Five (35,225) shares of American Medical Alert Corp. ("AMAC"), the Buyer's indirect parent, common stock issued to MD OnCall (the " MD OnCall Shares "); and

(d)    Twenty One Thousand One Hundred and Thirty Five (21,135) shares of AMAC common stock issued to Capitol Medical Bureau (the “ Capitol Medical Bureau Shares ”) and together with the MD OnCall Shares, the “ Shares ”).

(e)    One Hundred Seven Thousand Two Hundred Seven and 58/100 ($107,207.58) Dollars, payable to MD OnCall upon the six month anniversary of the Closing Date; provided , however , that to the extent any such amounts are not paid because of a properly asserted claim pursuant to Section 6.4 hereof, such amounts shall not be deemed to be an amount payable under this Section 1.3(e);  

(f)    Sixty Four Thousand Three Hundred and 55/100 Twenty Four ($64,324.55) Dollars, payable to Capitol Medical Bureau upon the six month anniversary of the Closing Date; provided, however, that to the extent any such amounts are not paid because of a property asserted claim pursuant to Section 6.4 hereof, such amounts shall not be deemed an amount payable under this Section 1.3(f);

(g)    One Hundred Seven Thousand Two Hundred Seven and 58/100 ($107,207.58) Dollars, payable to MD OnCall upon the one year anniversary of the Closing Date; provided, however , that to the extent any such amounts are not paid because of a properly asserted claim pursuant to Section 6.4 hereof, such amounts shall not be deemed to be an amount payable under this Section 1.3(g);   and

(h)    Sixty Four Thousand Three Hundred and 55/100 Twenty Four ($64,324.55) Dollars, payable to Capitol Medical Bureau upon the one year anniversary of the Closing Date; provided , however , that to the extent any such amounts are not paid because of a properly asserted claim pursuant to Section 6.4 hereof, such amounts shall not be deemed an amount payable under this Section 1.3(h).

(i)    As additional consideration, the Buyer shall pay each Seller the amounts set forth in Section 1.7 hereof (the " Contingent Additional Good Will Payment "), to the extent so payable.

1.4    Sellers’ and Stockholders’ Closing Deliveries . (a)On or prior to the Closing Date, each of the Sellers and the Stockholders, will have delivered to Buyer each of the following documents (collectively, the " Seller's Closing Documents "):

(i) Certificate of Secretary . A certificate of the Secretary of each of the Sellers in the form of Exhibit A, setting forth a copy of the resolutions adopted by its board (in the case of Capitol Medical Bureau) or its managers (in the case of MD OnCall) and the Stockholders in their respective capacities as stockholders or members of each of the Sellers, as the case may be, approving the execution and delivery of this Agreement, ratifying all past corporate action, and the other documents and instruments contemplated hereby to which it is a party (this Agreement and all other documents and instruments to which Buyer, the Sellers, the Stockholders or the Officer (as hereinafter defined) is a party in connection herewith being sometimes collectively referred to herein as the " Purchase Documents ") and the consummation of the transactions contemplated hereby;

(ii) Instruments of Transfer . Two separate Bills of Sales and Assignment Agreements, in the form of Exhibit B attached hereto (the " Bill of Sale "), duly executed by each of the Sellers, respectively, that, among other things, conveys, transfers and sells to Buyer all right, title and interest of each of the Sellers in and to the Purchased Assets owned by each of the Sellers, respectively.

(iii) Legal Opinion of Counsel to Sellers and Stockholders. An opinion, in the form of Exhibit C attached hereto, from Cameron & Mitttleman LLP, counsel to Sellers and the Stockholders .

(iv) Wire Transfer Instructions . Wire transfer instructions for the payment of each of the MD OnCall and the Capitol Medical Bureau Closing Cash Purchase Price, respectively, in the forms attached hereto as Exhibit E .

(v) Schedule of Receivables . A schedule of all receivables due to each of the Sellers as of the close of business on the Closing Date.

(vi) Customer List . A complete and unrestricted list of all customers of each of the Sellers, including the name, address, telephone number and contact for each such customer, which list shall only be delivered and transferred to the Buyer either by electronic mail or by facsimile.

(vii) Management Employment Agreement . Employment agreement between the Buyer and the Officer in the form of Exhibit D attached hereto (the " Management Employment Agreement "), duly executed by the Officer.

(viii) Books and Records . All books and records of each of the Sellers relating to the Business.

(ix) Assigned Leases . A consent to assignment of each of the leases for the premises at 95 Sockanosset Cross Road, #305 and #209, Cranston, RI 02920 (the " Assigned Leases"), in the form of Exhibit F hereto, duly executed by the respective landlords of each such premises.

(x) Assigned License Agreement . A consent to assignment of that certain Purchase, License and Support Agreement between Capitol Medical Bureau and Professional Inbound, Inc., doing business as Professional Teledata (" Professional Teledata ") dated September 3, 2004 (the " Pinnacle Agreement "), duly executed by Professional Teledata.

(xi) Customer Deposits . The parties hereto agree that in lieu of a bank check in the amount equal to the Sellers' customer deposits on the Closing Date, the amount of the customer deposits, which is $48,200, will be offset against the MD OnCall Closing Cash Purchase Price.

(xii) Assignment of Domain Names . An assignment of domain names in the form attached hereto as Exhibit G hereto, evidencing the assignment of certain domain names from the Officer to MD OnCall, dated prior to the Closing Dated and duly executed by the Officer.

(xiii) Articles of Transfer . Articles of Transfer in the form attached hereto as Exhibit H hereto, duly executed by Capitol Medical Bureau.

1.4A.   Deliveries of Buyer . On or prior to the Closing Date, Buyer will have delivered to the Sellers each of the following documents and payments (collectively " Buyer's Closing Documents "):

(i) Certificate of Secretary . A certificate of the Secretary of Buyer setting forth a copy of the resolutions adopted by its Board of Directors approving the execution and delivery of this Agreement and the other Purchase Documents and the consummation of transactions contemplated hereby and thereby.

(ii) Closing Cash Purchase Price . Each of the MD OnCall and Capitol Medical Bureau Closing Cash Purchase Price, respectively, in immediately available funds.

(iii) Shares . Irrevocable instructions to AMAC's transfer agent for the issuance of the Shares, as well as an opinion by AMAC's counsel relating to such issuance.

(iv) Management Employment Agreement . The Management Employment Agreement, duly executed by the Buyer.

1.5    Adjustments for Payables . Within 90 days after the Closing Date, Buyer will prepare an accrual based statement of accounts payable (including the Payables) as of the Closing Date with respect to each of the Sellers. Any such accounts payable which relate to any period prior to the Closing Date and which are paid by Buyer, shall be a credit in Buyer’s favor. Any amounts paid by either Seller prior to the Closing Date that relate to periods after the Closing Date shall also be scheduled and shall act as a credit in favor of such Seller. The net amount shall be paid by the Buyer or Sellers, as the case may be, to the other within 30 days of the determination thereof. If either of the Sellers fails to timely pay any amounts due to Buyer pursuant to this Section, then such amounts may be debited from any amounts due to Sellers or the Stockholders pursuant to this Agreement.

1.6    Adjustment for Receivables . All accounts receivable resulting from invoices after the close of business on the Closing Date shall belong to the Buyer. All accounts receivable of each Seller outstanding as of the close of business on the Closing Date shall be payable as follows upon collection: 25% to the Buyer and 75% to the Seller with respect to which such accounts receivable relate. Attached hereto as Schedule 2.6 is a list of all outstanding accounts receivable of each Seller as of the date hereof.

1.7   Contingent Additional Good Will Payment . [*].

Section 2.    Representations and Warranties of the Sellers, the Stockholders and the Officer . Each of the Sellers, the Stockholders and the Officer, jointly and severally, represent and warrant to Buyer that each of the following statements is true and correct as of the date hereof, and with respect to representations and warranties that speak as of a subsequent date, such representations and warranties will also be true and correct   in all material respects   as of such date:

2.1    Organization . Capitol Medical Bureau is a Maryland corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business and to own and operate its assets and properties as presently conducted and operated. MD OnCall is a Rhode Island limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, with full limited liability company power and authority to conduct its business and to own its assets and properties as presently conducted and operated. Neither Capitol Medical Bureau nor MD OnCall does any business in any other jurisdiction in any manner which would require it to become qualified or licensed as a foreign entity. Capitol Medical Bureau has delivered to Buyer, as Section 2.1A of the Disclosure Schedule, true, correct and complete copies of Capitol Medical Bureau’s certificate of incorporation (the " Certificate of Incorporation ") and by laws (the " By Laws "), as currently in effect. MD OnCall has delivered to Buyer, as Section 2.1B of the Disclosure Schedule, true, correct and complete copies of MD OnCall’s certificate of formation (the “ Certificate of Formation ”) and operating agreement (the “ Operating Agreement ”), as currently in effect.

2.2    Title to Purchased Assets; Ownership of Stock or Membership Interests .

(a)    Each Seller has good and marketable title to the Purchased Assets owned by it including, without limitation, all assets set forth on each Seller's respective fixed asset ledgers attached to this Agreement on Section 2.5 of the Disclosure Schedule, free and clear of all Liens, other than (i) Liens, if any, for personal property taxes and assessments not yet due and payable and (ii) Liens disclosed on Section 2.2 of the Disclosure Schedule. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire all of each Seller's respective rights, title and interests in and to the Purchased Assets owned by it, free and clear of all Liens.

(b)    Each Stockholder is the sole record and beneficial owner of 5,000 shares of Capitol Medical Bureau’s common stock, par value $.01 per share, which constitute all of the outstanding capital stock of Capitol Medical Bureau. Each Stockholder is the sole record and beneficial owner of 50% of all outstanding membership interests of MD OnCall. No Person has any right, interest or claim to any of the Sellers’ capital stock or membership interests (other than the Stockholders in the amounts set forth in the first two sentences of this Section 2.2(b)) or the Purchased Assets. There are no subscriptions, warrants, options, convertible securities or other rights (contingent or other) to purchase or acquire any shares of any class of capital stock of Capitol Medical Bureau or any membership interests of MD OnCall, issued or outstanding, and there is no commitment of either Capitol Medical Bureau or MD OnCall to issue any shares, membership interests, warrants, options or other such rights or to distribute to holders of any class of its capital stock or membership interests, any evidences of indebtedness or assets. Dr. Cardi is the sole manager of MD OnCall. The Stockholders and Officer are the sole directors of Capitol Medical Bureau.

2.3    Authorization; Validity of Agreement, Etc . Each of the Stockholders and the Officer has the requisite capacity, and each of the Sellers has the full right, power and authority, to execute and deliver this Agreement and the other Purchase Documents to which, as applicable, it or they are a party and to consummate the transactions contemplated hereby and thereby, and to make the representations set forth herein and therein. The execution and delivery of this Agreement and the other Purchase Documents to which each Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by each of the Sellers and no other proceedings on the part of either of the Sellers are necessary to authorize the execution and delivery of this Agreement and the other Purchase Documents to which each Seller is a party to or the consummation of the transactions contemplated hereby and thereby by each of the Sellers and the Stockholders. Each of this Agreement and the other Purchase Documents to which the Sellers are party have been duly and validly executed by each of the Sellers and constitute the valid and binding agreement of each of the Sellers, enforceable against each of the Sellers in accordance with its respective terms. Each of this Agreement and the other Purchase Documents to which the Stockholders and the Officer are a party have been duly and validly executed by each of the Stockholders and the Officer and constitute the valid and binding obligation of each of the Stockholders and the Officer, enforceable against each of the Stockholders and the Officer in accordance with its respective terms.

2.4    Consents and Approvals; No Violation . Except as set forth in Section 2.4 of the Disclosure Schedule, the execution, performance and delivery by the each of the Sellers, the Stockholders and the Officer of this Agreement and each of the other Purchase Documents to which it or they are a party, as applicable, and the consummation by the Sellers and the Stockholders of the transactions contemplated hereby and thereby, respectively, and the compliance by each of the Sellers, the Stockholders and the Officer with the provisions hereof and thereof will not: (a) conflict with or breach any provision of the Certificate of Incorporation or Bylaws of Capitol Medical Bureau or the Articles of Organization or Operating Agreement of MD OnCall; (b) violate or breach in any respect any provision of, or constitute a default (or an event which, with notice or lapse of time or both would constitute a default) under, any of the terms, covenants, conditions or provisions of, or give rise to a right to terminate or accelerate or increase the amount of payment due under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which either of the Sellers, either of the Stockholders or the Officer is a party (collectively, " Contracts "), or by which either of the Sellers, either of the Stockholders or the Officer or any of their respective properties or assets, as applicable, may be bound or affected; (c) require either of the Sellers or either of the Stockholders to make any filing or registration with, or obtain any other permit, authorization, consent or approval of, any Person (as hereinafter defined) or Governmental Entity (as hereinafter defined); (d) result in the creation of any Lien on or affecting the Purchased Assets; (e) violate any order, writ, injunction, decree, judgment, or ruling of any court or governmental authority, applicable to either of the Sellers, either of the Stockholders or the Officer or any of their respective properties or assets; or (f) violate any statute, law, rule or regulation applicable to either of the Sellers or any of their respective properties or assets. " Person " shall mean any individual, partnership, corporation, joint venture, limited liability company, trust, organization or any other entity. " Governmental Entity ” shall mean any foreign, provincial, United States federal, state, county, municipal or other local jurisdiction, political entity, body, organization, subdivision or branch, legislative or executive agency or department or other regulatory service, authority or agency.

2.5    Condition of Purchased Assets .   All items of machinery, equipment, tooling and other tangible personal property owned or leased by the Sellers and used in the conduct of the Business (other than items of inventory) are listed in the detailed fixed assets ledger of each of the Sellers attached to Section 2.5 of the Disclosure Schedule (collectively, the " Personal Property "). Although it may not be specifically identified in Section 2.5 of the Disclosure Schedule, the term "Personal Property" includes all of the telephony equipment hardware and peripherals, including, but not limited to, telephony chassis, expansion cards, monitors, spare equipment, operator audio boxes, amplifiers, headsets, and all computers, furniture, fixtures and machinery, in each case located in the premises identified in the Assigned Leases. The Personal Property conforms in all respects to all requirements of applicable laws.

2.6    Receivables. All accounts receivable of each of the Sellers as of the Closing Date, are reflected on Section 2.6 of the Disclosure Schedule and represent valid obligations arising from bona fide transactions in the ordinary course of each of the Sellers’ business consistent with past practice and established in the ordinary course of each of the Sellers’ business. To the best knowledge of each of the Sellers, each of the Stockholders and the Officer, the accounts receivable of each of the Sellers are collectible, and there is no contest, claim, or right of set off, under any contract with any obligor of an accounts receivable relating to the amount or validity of such accounts receivable. All invoices of each of the Sellers' relate to and reflect services previously provided by the Sellers to their respective customers, including base fees and usage fees.

2.7    Taxes .

(a)    Except as set forth in Section 2.7(a) of the Disclosure Schedule:

(i)    Each Seller has (A) duly and timely filed or caused to be filed with the Internal Revenue Service or other applicable Governmental Entity (collectively, " Taxing Authorities ") all Tax Returns (as defined below) that are required to be filed by or on behalf of such Seller and that include or relate to the Purchased Assets or the Business, which Tax Returns are true, correct and complete, and (B) duly and timely paid in full or caused to be paid in full, or recorded a provision for such payment on the books and records of such Seller in accordance with GAAP for the payment of, all Taxes that are due and payable and any Taxes that could result in a Lien on any Purchased Asset or the Business. Each of the Sellers has adequate reserves for the payment of all Taxes that are not due and payable;

(ii)    Each Seller has duly and timely complied with all applicable Laws relating to the collection or withholding of Taxes, and the reporting and remittance thereof to the applicable Taxing Authorities;

(iii)    no audit, examination, investigation, reassessment or other administrative or court proceeding (collectively, a " Tax Proceeding ") is pending, proposed, or threatened, with regard to any Tax or Tax Return referred to in clause (i) above;

(iv)    there is no Lien for any Tax upon any of the Purchased Assets or the Business;

(v)    there is no outstanding request for a ruling from any Taxing Authority, closing agreement (within the meaning of Section 7121 of the Code or any analogous provision of applicable Law) relating to any Tax for which either of the Sellers is or may be liable or with respect to each Seller's income, assets or business, power of attorney relating to, or in connection with, any Tax that could result in a Lien on any Purchased Asset or the Business;

(vi)    none of the Purchased Assets is "tax-exempt bond financed property" or "tax-exempt use property" within the meaning of Section 168(g) or (h), respectively, of the Code or any similar provision of applicable Law;

(vii)    none of the Purchased Assets is required to be treated as being owned by any other person pursuant to the "safe harbor" leasing provisions of Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect prior to the repeal of those "safe harbor" leasing provisions or any similar provision of applicable Law;

(viii)    no claim has ever been made by a Taxing Authority in a jurisdiction where either of the Sellers or either of the Stockholders has not paid any Tax or filed Tax Returns relating to the Business or any Purchased Asset asserting that such Seller or such Stockholder is or may be subject to Tax in such jurisdiction.

(ix)    Capitol Medical Bureau is, and has always been, a "C-Corp" for all Tax purposes.

(b)    Each Seller has provided to Buyer true, complete and correct copies of (i) all Federal and Corporate Income Tax Returns relating to, and (ii) all audit reports relating to, each proposed adjustment, if any, made by any Taxing Authority with respect to any taxable period ending after December 31, 2001 and any and all Taxes with respect to which a Lien may be imposed on any Purchased Asset or the Business.

(c)    As used herein, (i) " Tax Return " means any return, declaration, report, information return or statement, and any amendment thereto, including without limitation any consolidated, combined or unitary return or other document (including any related or supporting information), filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection, payment, refund or credit of any federal, state, local or foreign Tax or the administration of any Laws relating to any Tax or ERISA, and (ii) "Tax" or "Taxes" means any and all taxes, charges, fees, levies, deficiencies or other assessments of whatever kind or nature including, without limitation, all net income, gross income, profits, gross receipts, excise, real or personal property, sales, ad valorem , withholding, social security, retirement, excise, employment, unemployment, minimum, estimated, severance, stamp, property, occupation, environmental, windfall profits, use, service, net worth, payroll, franchise, license, gains, customs, transfer, recording and other taxes, customs duty, fees assessments or charges of any kind whatsoever, imposed by any Taxing Authority, including any liability therefor as a transferee (including without limitation under Section 6901 of the Code or any similar provision of applicable Law), as a result of Treasury Regulation §1.1502-6 or any similar provision of applicable Law, or as a result of any Tax sharing or similar agreement, together with any interest, penalties or additions to tax relating thereto.

2.7B   Financial Statements . Attached to Section 2.7B of the Disclosure Schedules are the (i) unaudited balance sheets of MD OnCall as of December 31, 2004 and as of November 30, 2005, (ii) the unaudited statements of income of MD OnCall for the 12 month period ended December 31, 2004 and the 11 month period ended November 30, 2005, (iii) the unaudited balance sheets of Capitol Medical Bureau as of July 31, 2005 and as of November 30, 2005, and (iv) the unaudited statements of income of Capitol Medical Bureau for the 12 month period ended July 31, 2005 and the 4 month period ended November 30, 2005, (collectively, the " Financial Statements "). The Financial Statements, (i) are derived from, and agree with, the books and records of each of the Sellers, respectively, and (ii) fairly present the financial condition of each of the Sellers, respectively, as of the date thereof and the results of operations of each of the Sellers for the periods set forth therein.

2.8    Real Property . Except as set forth in Section 2.8 of the Disclosure Schedule, the Sellers do not own any real property and are neither a landlord, sublandlord or licensor nor a tenant, subtenant or licensee under any lease, sublease, license or occupancy agreement with respect to real property. Section 2.8 of the Disclosure Schedule lists and briefly describes all leases, subleases and agreements by which real property is used or occupied by the Sellers in connection with the Business. With respect to each parcel of leased real property: (i) the leases and subleases described on Section 2.8 of the Disclosure Schedule, constitute all of the leases, subleases and agreements under wich the Sellers hold any interest in any leased real estate used in connection with their business; (ii) the Sellers have delivered to Buyer and its counsel true, correct and complete copies of all of the leases, subleases and agreements described on Section 2.8 of the Disclosure Schedule; (iii) each such lease, sublease or agreement is in full force and effect and is a legal, valid, binding and enforceable obligations of the applicable Seller and, to the best knowledge of each of the Sellers, the Stockholders and the Officer, each of the other parties thereto, and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms after the Closing; (iv) none of the Sellers or, to the best knowledge of each of the Sellers, the Stockholders and the Officer, any other party to any such lease, sublease or agreement is in breach or default thereof, and no event has occurred which, with notice or the lapse of time, or both, would constitute such a breach or default or permit termination, modification or acceleration thereof or thereunder; (v) to the best knowledge of each of the Sellers, the Stockholders and the Officer, no other party to any such lease, sublease or agreement has repudiated any provision thereof; (vi) there are no disputes, oral agreements or forbearance programs in effect as to any such lease, sublease or agreement; (vii) no such lease, sublease or agreement has been modified in any respect, except to the extent disclosed in documents delivered to Buyer and its counsel; (viii) neither of the Sellers has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any leasehold or subleasehold; (ix) to the best knowledge of each of the Sellers, the Stockholders and the Officer, all buildings, improvements and other property on the leased property have received all material approvals of governmental authorities (including certificates of occupancy, permits and licenses) required in connection with the operation thereof and have been operated and maintained in accordance with all material legal requirements and are not in violation of any material zoning, building code or subdivision ordinance, regulation, order or law or restrictions or covenants or record; (x) to the best knowledge of each of the Sellers, the Stockholders and the Officer, all buildings, improvements and other property thereon are supplied with utitlies and other services necessary for the operation thereof (including gas, electricity, water, telephone, sanitary and storm sewers and access to public roads); (xi) there are no pending or, to the best knowledge of each of the Sellers, the Stockholders and the Officer, threatened condemnation proceedings, lawsuits, or other administrative actions relating to such parcel or other matters affecting adversely the current use, occupancy, or value of such parcel; (xii) to the best knowledge of each of the Sellers, the Stockholders and the Officer, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (xiii) other than the documents described on the attached Section 2.8 of the Disclosure, there are no leases, subleases, licenses, concessions, or other agreements, written or oral, by which the Sellers have granted to any Person the right of use or occupancy of any portion of such properties; (xiv) no Person (other than the Sellers) is in possession of such properties; and (xv) all such leased real property and improvements therein are in good operating condition and repair and are adequate and suitable for their intended use in the Business.

2.9    Intellectual Property . Section 2.9 of the Disclosure Schedule lists all Intellectual Property that is owned by each of the Sellers or any other Person and used by each of the Sellers in the operations of the Business, and there are no pending or, to the best knowledge of each of the Sellers, each of the Stockholders or the Officer, threatened claims by any Person relating to either Seller's use of any Intellectual Property. With respect to such Intellectual Property, each Seller has, free and clear of all Liens, such rights of ownership or such rights of license, lease or other agreement to use the Intellectual Property as are necessary to permit such Seller to conduct its business and, except as set forth on Section 2.9 of the Disclosure Schedule, neither Seller is obligated to pay any royalty or similar fee to any Person in connection with such Seller's use or license of any of the Intellectual Property.

2.10    Material Contracts . Section 2.10 of the Disclosure Schedule sets forth a true, complete and correct list of every Contract that: (i) provides for aggregate future payments by each Seller or to each Seller of more than $1,000 (excluding purchase orders and invoices arising in the ordinary course of business); (ii) was entered into by any Seller with any of the Stockholders or the Officer, or an officer, director or significant employee of each Seller; (iii) is a collective bargaining or similar agreement; (iv) guarantees or indemnifies or otherwise causes either Seller to be liable or otherwise responsible for the Liabilities of another or provides for a charitable contribution by either Seller; (v) involves an agreement with any bank, finance company or similar organization; (vi) restricts either of the Sellers, the Stockholders or the Officer or the Business from engaging in any business or activity anywhere in the world; (vii) is an employment agreement, consulting agreement or similar arrangement with any employee of either of the Sellers; (viii) involves an agreement or any other Contract providing for payments from either Seller to any other Person, or by any Person to either Seller, based on sales, purchases or profits, other than direct payments for goods; or (ix) any other Contract that is material to the rights, properties, assets, business or operations of either Seller or the Business (the foregoing, collectively, " Material Contracts "). Each Seller has heretofore provided true, complete and correct copies of all of its Material Contracts to Buyer.

There is not, and to the best knowledge of each of the Sellers, the Stockholders, and the Officer, there has not been claimed or alleged by any Person with respect to any Material Contract, any existing default, or event that with notice or lapse of time or both would constitute a default or event of default, on the part of either Seller or, to the best knowledge of each of the Sellers, the Stockholders and the Officer, on the part of any other party thereto, and no consent, approval, authorization or waiver from, or notice to, any Governmental Entity or other Person is required in order to maintain in full force and effect any of the Material Contracts, other than such consents and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and copies of such consents, waivers and notices have been delivered to Buyer.

2.11    Customers, Suppliers and Distributors . Sellers have delivered to Buyer by electronic mail or facsimile dated March 10, 2006 (i) a list of all of each of the Sellers’ customers, (ii) the sales of each Seller for the 12 month period ended January 31, 2006, and (iii) the suppliers and distributors of each Seller during such period. Other than in the normal course of business, there has not been any adverse change in the business relationship of either Seller with any such customer, supplier or distributor, and neither of the Sellers, the Stockholders or the Officer is aware of any threatened loss of any such customer, supplier or distributor.

Attached to Section 2.11 of the Disclosure Schedule is the most recent form of each of the Sellers’ standard customer agreement.

2.12    Litigation; Compliance with Laws; Licenses and Permits .

(a)    Except as set forth in Section 2.12 of the Disclosure Schedule, there is no claim, suit, action or proceeding (" Proceeding ") pending, nor, to the best knowledge of each of the Sellers, the Stockholders or the Officer, is there any investigation or Proceeding threatened, that involves or affects either Seller or the Business, by or before any Governmental Entity, court, arbitration panel or any other Person.

(b)    Except as set forth in Section 2.12 of the Disclosure Schedule, each of the Sellers and the Business have complied with all applicable federal, state, county, municipal or other local criminal, civil or common laws, statutes, ordinances, orders, codes, rules, regulations, permits, policies, guidance documents, judgments, decrees, injunctions, or agreements of any Governmental Entity (collectively, " Laws "), including but not limited to Laws relating to zoning, building codes, antitrust, occupational safety and health, industrial hygiene, environmental protection, water, ground or air pollution, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and the payment of withholding and social security taxes. Since January 1, 2002, neither Seller has received any notice of any violation of any Law.

(c)    Except as set forth in Section 2.12 of the Disclosure Schedule, each of the Sellers and the Business has every license, permit, certification, qualification or franchise issued by any Governmental Entity (each, a " License ") and every approval, authorization, waiver, variance, exemption, consent or ratification by or on behalf of any Person that is not a party to this Agreement (each, a " Permit ") required for it to conduct its business as presently conducted. All such Licenses and Permits are specified on Schedule 2.12. All such Licenses and Permits are in full force and effect and neither of the Sellers, the Stockholders or the Officer has received notice of any pending cancellation or suspension of any thereof nor, to the best knowledge of either of the Sellers, the Stockholders or the Officer, is any cancellation or suspension thereof threatened. The applicability and validity of each such License and Permit will not be adversely affected by the consummation of the transactions contemplated by this Agreement. Each such License or Permit is set forth in Section 2.12 of the Disclosure Schedule.

2.13    Product or Service Claims . No product or service liability claim or a claim with respect to the conduct of the Business is pending, or to the best knowledge of each of the Sellers, the Stockholders or the Officer, threatened, against either Seller or against any other party with respect to the products or services of the Business. Section 2.13 of the Disclosure Schedule lists all service and product liability claims asserted against each Seller with respect to the products or services of the Business or either Seller during the last five (5) years.

2.14    No Brokers . Neither of the Sellers, the Stockholders or the Officer has employed, or otherwise engaged, any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders' fees or other similar fees in connection with the transactions contemplated by this Agreement.