ASSET PURCHASE AGREEMENT

                                                                    Exhibit 10.2

                            ASSET PURCHASE AGREEMENT


         This is an Asset Purchase Agreement dated as of   November 15, 2006
(the "Agreement"), among (i) Almost Family, Inc., a Delaware corporation,
Caretenders Visiting Services of Ocala, LLC, a Florida limited liability
company, Caretenders Visiting Services of Southwest Florida, Inc., a Florida
corporation, Caretenders Visiting Services of Orlando, LLC, a Florida limited
liability company, Caretenders Visiting Services of District 7, LLC, a Florida
limited liability company,   Pro-Care Home Health of Broward, Inc., a Florida
corporation, Caretenders Visiting Services of Southeast Florida, Inc., a Florida
  corporation, Caretenders Visiting Services of Hernando County, LLC, a Florida
limited liability company, Caretenders Visiting Services of District 6, LLC, a
Florida limited liability company, Caretenders Visiting Services of Pinellas
County, LLC, a Florida limited liability company, Caretenders Visiting Services
of Cook County, LLC, an Illinois limited liability company,   and National
Health Industries, Inc., a Kentucky corporation   (collectively, the "Buyer"),
(ii) Mederi, Inc., a Florida corporation, Mederi of Collier County, Inc., a
Florida corporation, Mederi of Manatee County, Inc., a Florida corporation,
Mederi of Pinellas County, Inc., a Florida corporation, Mederi of Alachua
County, Inc., a Florida corporation, Mederi of Palm Beach County, Inc., a
Florida corporation, Mederi of Orange County, Inc., a Florida corporation d/b/a
Mederi of Brevard County, Inc., and    United Home Health Services, Inc. d/b/a
Mederi of Illinois, an Illinois corporation (each a "Seller" and collectively,
the "Sellers"), and (iii) David Nesslein and Sandra Vazquez (each a
"Shareholder" and collectively, the "Shareholders").   The Seller and the
Shareholders shall be referred to collectively as the "Selling Parties").

                                    Recitals

         A. The Seller owns and operates home health agencies located in the
States of Florida, Illinois and Missouri (the "Territory"), including
Medicare-Certified, Medicaid/Waiver, county contracts, HMO and other significant
non-certified or "private duty" operations (collectively, the "Business").

         B. The Seller is the holder of one or more licenses issued by the
Agency for Health Care Administration of the States of Florida, the Illinois
Department of Public Health and the Missouri Department of Health and Senior
Services, and Medicare provider agreements issued by the U.S. Department of
Health and Human Services, all of which authorize the Seller to provide Medicare
and Medicaid certified home health care services in the Territory (collectively,
the "Licenses").

         C. The Seller desires to sell and the Buyer desires to purchase, the
assets used by Seller in the operation of the Business.

         THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:

                     Article 1 - Purchase and Sale of Assets
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         1.1        Purchased Assets.

                  (a) The Sellers hereby agree to sell, assign, transfer and
convey to the Buyer, and the Buyer hereby agrees to purchase from the Sellers,
all of the assets of the Sellers used in the Business (the "Purchased Assets"),
and located within the Territory, including without limitation, the following
assets and properties:

                           (i) All leases of real property ("Assumed Leases")
security deposits, any pre-paid rent, furniture, fixtures, machinery, equipment,
leasehold improvements, computers, software, vehicles, medical equipment,
prepaid expenses, and other tangible personal property used in the Business,
including those assets specifically described on Schedule 1.1(a) as being
Purchased Assets, together with all manufacturers' warranties pertaining to the
same, to the extent that such warranties may exist and be assignable;

                           (ii) All of the Sellers' goodwill relating to the
Business; all customer and
patient lists and files, referrer lists, provider lists, records and similar
sales and marketing information in the Sellers' possession relating to the
Business; member service agreements relating to the Business; medical records of
the patients serviced by the Business and in the Sellers' possession; personnel
records relating to those employees hired by the Buyer; and the Sellers' right
and interest in the trade names (including Mederi and variations thereof used in
connection with the Business), trademarks, trade secrets, licenses, know-how,
specifications, literature, and all other intangible property which relate
specifically to the Business, and all other intangible assets related to the
Business, whether located at the Business, or any other location;

                           (iii) All transferable Licenses, permits, licenses,
certificates, authorizations,
accreditations, orders, ratings and approvals of all federal, state, or local
governmental or regulatory authorities which relate to the Business and which
are held by the Seller, but only to the extent the same are transferable,
including without limitation, any provider agreements relating to the Seller's
right to participate in the Medicare and Medicaid Programs, and all rights of
the Seller to reimbursement or other payments from CMS for the period prior to
the Closing Date;

                           (iv) Any and all rights of the Sellers which by their
terms are transferable and which arise under or pursuant to warranties,
representations and guarantees made by suppliers in connection with
the Purchased Assets;

                           (v) All raw materials, supplies, packaging materials,
purchased products, finished goods and all other goods, merchandise and
materials owned by the Seller and related solely to the Business; but
excluding the Excluded Assets; and

                           (vi) All accounts receivable and unbilled work in
process.

                  (b) "Excluded Assets" shall mean cash and cash-like items,
including all letters of credit used to guarantee any leases of the Seller and
any and all proceeds from current pending litigation with the Provider
Reimbursement Review Board for disallowances from years prior to Closing, and
those additional assets identified on Schedule 1.1(b) as being Excluded Assets.
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                  (c) The Sellers agree to cooperate with the Buyer in
connection with the collection of the Buyer's accounts receivable relating to
the Business and to pay over to the Buyer as soon as reasonably possible any of
the Buyer's accounts receivable collected by the Sellers.

         1.2 No Assumed Liabilities. The Sellers acknowledge and agree that they
shall retain all liabilities, whether known or unknown, arising out of or
relating to the operation of the Business through the Closing Date or arising
out of or with respect to the Purchased Assets, including the ownership or
leasing thereof, through the Closing Date, and that the Buyer is not assuming
any liabilities of the Sellers of any nature, except for (i) obligations
accruing after Closing under the Assumed Contracts and Assumed Leases, (ii) any
lease expenses offsetting the Purchase Price pursuant to paragraph 1.3, (iii)
any accrued personal leave assumed pursuant to paragraph 1.4, and (iv) any
additional liabilities or accrued expenses mutually agreed upon by the Sellers
and the Buyer and offsetting the Purchase Price pursuant to paragraph 2.1(b)
below.

         1.3       Assumed Contracts; Real Property Leases.

                  (a) The Buyer agrees to assume the Sellers' obligations
arising after the Closing Date with respect to those contracts listed on
Schedule 1.3(a) (the "Assumed Contracts"), which Schedule 1.3(a) shall set forth
those Assumed Contracts to be assumed by Buyer.

                   (b) The Buyer agrees to assume the Sellers' obligations with
respect to the real estate leases listed on Schedule 1.3(b) (the "Assumed
Leases"), provided that any accrued rent, fees, taxes, expenses or other amounts
payable as of the Closing Date and/or relating to the period through the Closing
Date (collectively, "Lease Liabilities") shall be offset against the Purchase
Price. At the Closing, the Sellers shall deliver to the Buyer landlord consent
and estoppel certificates for each Assumed Lease, each in a form reasonably
satisfactory to the Buyer confirming the landlord's consent to assignment and
further confirming among other customary matters that the Assumed Lease is not
in default and that there are no accrued and unpaid amounts due the landlord for
the period through Closing. The Buyer shall have the right to require as a
condition to the Buyer's obligation to close a renegotiation of the terms of any
related party lease so that so that said lease reflects current fair market
value. The Buyer acknowledges that Sellers' letters of credit held by landlords
are Excluded Assets.

                  (c) The Sellers acknowledge and agree that the Buyer is not
assuming and that the Sellers remain responsible for all obligations under the
following real property leases:

                           (i)     Pt. Charlotte (expires 12/31/06)
                           (ii)    Sarasota (expires 5/31/09)
                           (iii)   Ocala (expires 12/31/07)
                           (iv)    Fruitland Park (expires 5/31/2010)
                           (v)     Orlando (expires 2/11/07)

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                           (vi)    Melbourne (monthly)
                           (vii)   Pt. St. Lucie (expires 3/31/09)
                           (viii) Delray (expires 9/30/07)
                           (ix)    West Palm (monthly)
                           (x)     Miami (expires 5/31/07)

                  (d) The Sellers and the Buyer agree that with respect to the
leases listed in paragraph 1.3(c) above which shall be retained by the Sellers,
the Buyer shall reimburse the Sellers for the cost of occupancy through January
31, 2007, and the Buyer agrees to vacate each premises by January 31, 2007. The
Sellers agree to refrain from the taking of any action that would necessitate
the Buyer vacating any of such premises earlier that otherwise necessary or
desirable for an orderly transition of operations.

         1.4 Employees. The Sellers acknowledge that the Buyer is not
purchasing, recognizing, assuming or otherwise acquiring any rights,
obligations, assets or liabilities under, arising from or resulting from any
employment agreement or arrangement in existence between the Seller and any
employee, or any person employed to consult with or perform services for the
Sellers. The Sellers acknowledge that they will satisfy in full all accrued
payroll and withholding obligations of the Business through the Closing Date,
except for accrued salary remaining unpaid in the normal course of business for
employees who accept employment with the Buyer for which the Buyer agrees to
assume liability therefore at closing. The Buyer shall have the right, but not
the obligation, to make offers of employment to employees of the Business. With
respect to any employees of the Business who accept employment with the Buyer,
the Buyer shall assume the paid days off including vacation ("PDO") liability at
Closing.

         1.5 Noncompetition Agreement. The Selling Parties acknowledge that the
Buyer's obligation to close is conditioned upon each Selling Party entering into
a Confidentiality, Nonsolicitation and Noncompetition Agreement at the Closing,
in the form of the agreement attached as Attachment A (the "Noncompetition
Agreement").

         1.6 Health Insurance Matters. The Sellers shall pay their health
insurance premiums for December, 2006 to United prior to December 1, 2006. The
Buyer shall reimburse the Sellers for the usual and customary amount of such
premiums on the Closing Statement. The Buyer agrees that all employees of the
Business hired by the Buyer will be entitled to participate in the Buyer's
health insurance plans, subject to any applicable qualification or other plan
requirements, from and after January 1, 2007.

         1.7       Transitional Issues.

                  (a) The Buyer agrees to employ the Seller's Miami home office
employees on a transitional basis according to the terms described on Schedule
1.7.

                  (b) The Buyer agrees to assume the Seller's liability for
contract labor for direct care services provided to the Sellers' patients in the
last full regular bi-weekly pay period (and any fractional pay period)
immediately prior to Closing, with the amount of the Buyer's responsibility not
to exceed $75,000.00 in the aggregate. Such amounts payable by the Buyer shall
be set forth on the Closing Statement.
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                  (c) The Buyer agrees to take over ownership and control of all
record archives relating to the employees and patients of the Business. The
Buyer agrees to give the Sellers reasonable access to such records on an
as-needed basis after the Closing. The Buyer further agrees to assume the
Sellers' storage facility lease agreements (to be included on Schedule 1.3(b)).

                  (d) The Sellers acknowledge and agree that they shall assume
all responsibility for any sign-on bonuses necessary to secure the employment
and retention of the employees of the Business in an attempt to achieve the
transition and employment benchmarks set forth on Schedule 2.1(a)(iv)
(Contingent Consideration). Notwithstanding the preceding, the Buyer shall be
responsible for any bonus amounts paid to the Miami home office employees who
are employed by the Buyer on a transitional basis pursuant to paragraph 1.7(a)
above; provided, however, that the Buyer shall approve the payment of such bonus
amounts in advance.

                     Article 2 - Purchase Price and Payment

         2.1       Purchase Price.

                  (a) In consideration of the transfer of the Purchased Assets
and the Business, the Buyer agrees to pay for the Purchased Assets (the
"Purchase Price"), $7,500,000.00 in cash by wire transfer of immediately
available funds at Closing;

                           (i) As additional consideration, the Sellers shall be
entitled to an amount equal to 75% of any the contingent consideration described
on Schedule 2.1(a)(iv) ("Contingent Consideration");

                           (ii) The cash portion of the Purchase Price payable
at Closing shall be reduced for
any Lease Liabilities as set forth in paragraph 1.3(b) above;

                           (iii) The cash portion of the Purchase Price payable
at Closing shall be reduced by
an amount equal to any amounts remaining due on Sellers' Medicare cost report
repayment obligations and as required to payoff CIT, the Seller's primary
lender, as of the Closing Date, with such amounts being paid directly out of the
Purchase Price proceeds at Closing; and

                           (iv) The cash portion of the Purchase Price shall be
increased or decreased, as applicable, to account for any pro-ration of expense
items relating to the Business.

                  (b) The parties agree to enter into a closing statement at
Closing setting forth the determination of the cash portion of the Purchase
Price payable at Closing.

         2.2 Allocation of Purchase Price. The Purchase Price will be allocated
among the Purchased Assets as set forth on Schedule 2.2. The Sellers and the
Buyer agree that all tax and information returns will be prepared on a basis
consistent with such allocation of the Purchase Price.
<PAGE>


                             Article 3 - The Closing

         3.1 Time and Place. The parties anticipate that the closing ("Closing")
will take place at 10:00 a.m., December 3, 2006 in the offices of Frost Brown
Todd LLC, Louisville Kentucky, or such other date mutually agreed upon by the
parties, and upon satisfaction or waiver of each of the conditions to the
parties' obligations to close (the "Closing Date").

         3.2     Execution and Delivery of Documents by the Seller and the Buyer.

                  (a) At the Closing, the Sellers will execute and deliver to
the Buyer such conveyances, bills of sale, certificates of title, assignments,
assurances and other instruments and documents as the Buyer may reasonably
request in order to effect the sale, conveyance, and transfer of the Purchased
Assets and the Business from the Sellers to the Buyer. Such instruments and
documents must be sufficient to convey to the Buyer good title to the Purchased
Assets and the Business. The parties will also cause the Purchase Note, the
Noncompetition Agreement, the Stock Pledge Agreement and the Registration Rights
Agreement (collectively, the "Ancillary Agreements") to be executed and
delivered at Closing. The parties acknowledge that Purchased Assets, the Assumed
Contracts and the Assumed Leases will be acquired through separate bills of sale
and assignment instruments into several Almost Family, Inc. subsidiaries
included among the Buyer in the preamble above, with such division of assets to
be geographically based.

                  (b) The Sellers agree that they shall, from time to time after
the Closing Date, take such additional action and execute and deliver such
further documents as the Buyer may reasonably request in order to effectively
sell, transfer and convey the Purchased Assets and the Business to the Buyer and
to place the Buyer in position to operate and control all of the Purchased
Assets and the Business.

                  (c) At the Closing, the Buyer will execute and deliver to the
Sellers and to other appropriate parties such assignments, assumptions,
undertakings and other instruments and documents as are necessary to effect the
Buyer's assumption of the Assumed Contracts and Assumed Leases.

            Article 4 - Representations and Warranties of the Sellers

         As a material inducement to the Buyer to enter into and perform this
Agreement, the Sellers represent and warrant to the Buyer as follows:

         4.1       Authority as to Execution.

                  (a) Each Seller has full legal power, authority and capacity
to execute and deliver this Agreement and the Ancillary Agreements, and to
perform each Seller's obligations under this Agreement and the Ancillary
Agreements. This Agreement and the Ancillary Agreements constitute valid and
legally binding obligations of each Seller, enforceable in accordance with their
terms. The execution and delivery of this Agreement, the Ancillary Agreements
<PAGE>

and the agreements and instruments called for by this Agreement by or on behalf
of each Seller and the consummation of the transactions contemplated hereunder
and thereunder, subject to the terms of this Agreement, have each been duly
authorized by all necessary corporate action.

                  (b) Except as disclosed on Schedule 4.1 (which schedule shall
include a list of any required consents or notifications), the execution and
delivery of this Agreement and the Ancillary Agreements, the consummation of the
transactions contemplated hereby and thereby, and the performance and
fulfillment of its obligations and undertakings hereunder and thereunder by the
Sellers will not:(i) violate any provision of, or result in the breach of or
accelerate or permit the acceleration of any performance required by the terms
of: any contract, agreement, arrangement or undertaking to which any Seller is a
party or by which it may be bound; (ii) violate any Seller's Articles of
Incorporation or Bylaws; (iii) violate any judgment, decree, writ, injunction,
order or award of any arbitration panel, court or governmental authority against
any Seller; (iv) result in the creation of any claim, lien, charge or
encumbrance upon any of the properties or assets (whether real or personal,
tangible or intangible) of any Seller; (v) to the extent a valid assignment and
consent has occurred, terminate or cancel, or result in the termination or
cancellation of, any agreement or undertaking to which any Seller is a party; or
(vi) in any way affect or violate the terms or conditions of, or result in the
cancellation, modification, revocation or suspension of, any Seller's permits or
licenses.

                  (c) Each Seller is a corporation duly organized, validly
existing and in good standing under the laws of its state of incorporation, with
full power and authority to execute, deliver and perform its obligations under
this Agreement.

         4.2 Licenses, Permits and Payment Programs. Except as set forth on
Schedule 4.2, the Seller has obtained and holds all material licenses, permits,
certificates, and authorizations necessary for the Seller to operate the
Business as conducted by the Seller prior to the Closing. A copy of each of the
foregoing is attached to Schedule 4.2. The Business is certified for
participation in, and is a party to valid provider agreements for payment by,
Medicare, Medicaid and other state, local or federal health care programs listed
on Schedule 4.2 (the "Programs"). The Seller has not received any notice of any
pending, or to the best of the Seller's knowledge, any threatened investigations
by, or loss of participation in, the Programs related to the Business.

         4.3 Environmental Standards. Each Seller has operated the Business
except where such non-compliance would not have any material adverse effect on
the Business, in compliance with all limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in or required under the common law or any federal, state, local or
foreign law, regulations, ordinances, permits, licenses, consent decrees, orders
and clearances relating to pollution, the environment, or the use, storage,
transportation or disposal of pollutants, dangerous substances, toxic
substances, hazardous wastes, medical wastes, infectious wastes or hazardous
substances (collectively, the "Environmental Laws"). To the Sellers' knowledge,
there has been no disposal of waste arising out of the operation of the Business
that does not comply with all Environmental Laws.
<PAGE>

         4.4 Taxes. Each Seller has filed all federal, state, local and other
tax returns required to be filed by it prior to the date of this Agreement with
respect to the Business, and has paid for or accrued for all taxes shown as due
on such returns the failure of which returns to be filed or the failure of which
taxes to be paid could result in a lien upon any of the Purchased Assets or with
respect to which the Buyer could have successor liability under applicable laws.
Present taxes which the Sellers have required by law to withhold or collect with
respect to the Business have been withheld or collected and have been paid over
to the proper governmental authorities or are properly held by the Sellers for
such payment. No deficiency for any taxes or claim for additional tax assessment
by any taxing authority, which if unsatisfied could result in a lien upon any of
the Purchased Assets or could result in the Buyer incurring successor liability
under applicable laws, has been, to the best of the Sellers' knowledge,
proposed, asserted, or assessed against the Sellers, nor has any Seller granted
any extension or waiver of any limitation period applicable to any tax claims
relating to the Business which has not been closed.

         4.5 Title. The Sellers have and will transfer to the Buyer at the
Closing good (legal and beneficial) title to all of the assets included among
the Purchased Assets, free and clear of any mortgage, security interest, pledge,
lien, claim, encumbrance, sublease, license, or other adverse or intervening
interest. Except for the Assumed Leases and as identified on Schedule 1.1(a),
none of the Purchased Assets are leased. The Assumed Leases listed on Schedule
1.3(b), in the form provided to Buyer are true, correct and complete, are
currently valid and binding conveyances of leasehold title to the real property
described therein, and are not currently subject to the default (or anything
that would constitute default after passage of time or giving of notice) of any
party thereto. To the knowledge of Sellers, there are no pending or threatened
condemnation or other proceedings that could adversely affect the current use,
occupancy, or value of the Assumed Leases or the leased premises subject
thereto. The real property subject to the Assumed Leases is in good condition,
free from material defects, and comprises all of the real property used by
Seller in the operation of its business in the Territory. The Sellers' occupancy
and operation of the Business in each leased premises is in compliance with law
except where such non-compliance would not have any material adverse effect on
the Business .

         4.6       Property, Equipment and Operations.

                  (a) The Purchased Assets are all of the assets used in the
operation of the Business as operated prior to the Closing.

                  (b) The Sellers have not caused or permitted any hazardous
substance, as that term is now defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (42 U.S.C. ss. 9601, et seq.),
medical wastes or petroleum substances to be disposed on, under or at the
premises of the Business, or any part thereof, and, to the best of the Sellers'
knowledge, no part thereof has ever been used by any Seller as a permanent
storage or disposal site for any such hazardous substances, medical wastes, or
petroleum substances.

         4.7 Insurance. The Sellers have provided the Buyer with a true and
correct list of all policies of insurance which insure the Purchased Assets or
the Business, setting forth the types and amounts of coverage. The parties
acknowledge that upon the Closing, the policies of the Sellers will terminate
<PAGE>

with respect to all claims that relate to activities or events that occur or
arise after the Closing Date. Schedule 4.7 is a true and correct list of all
claims against such insurance policies during the past two years.

         4.8 Disclosure. No representation or warranty made by the Sellers in
this Agreement and no statement made in or any amount set forth on any schedule
called for by and incorporated into this Agreement is false or misleading in any
material respect or omits to state any fact necessary to make any such
representation or statements not misleading in any material respect.

         4.9 Governmental Approvals & Licenses. All material licenses, permits,
and accreditations maintained by the Sellers with respect to the Business are
set forth on Schedule 4.9. Except as described on Schedule 4.9, the Licenses are
in full force and effect and, except as described on Schedule 4.9, (i) no
default or violation exists under any of the Licenses, (ii) no suspension,
notice of deficiency, or cancellation of any of the Licenses has been received
or is threatened, and (iii) there is no reason to believe that but for the
transaction contemplated by this Agreement on expiration the Licenses would not
be renewed.

         4.10        Compliance with Healthcare Regulatory Compliance.

                  (a) Except as disclosed on Schedule 4.10, each Seller has
timely filed all requisite cost reports, claims and other reports required to be
filed in connection with all Programs due on or before the date hereof, all of
which are complete and correct. True and correct copies of all such reports for
the three most recent fiscal years of each Seller have been furnished to the
Buyer. Except as specifically described on Schedule 4.10, there are no claims,
actions, appeals, reviews or audits pending before any federal or state
commission, board or agency (including, without limitation, any intermediary or
carrier, the Provider Reimbursement Review Board or the Administrator of the
Health Care Financing Administration) with respect to any Seller's participation
in any Program related to the Business, or any pending disallowances by any
commission, board or agency in connection with any Seller's participation in any
Program, which could adversely or materially affect the Business or any of the
Purchased Assets, the operation or the utility thereof, or the consummation of
the transactions contemplated hereby, and each Seller has made available to the
Buyer true and correct copies of any such claims, actions or appeals.

                  (b) The structure and operations of Business by and the
activities of the respective officers, directors and managing employees of the
Sellers are, and at all times have been, in compliance in all material respects
with all relevant federal and state laws regulating health services or payment
including, but not limited to, the federal Anti-kickback Statute, Social
Security Act ("SSA") ss. 1128B(b), the Stark Anti-Self-Referral Law, SSA ss.ss.
1877 and 1903(s), the Anti-Inducement Law, SSA ss. 1128A(a)(5), the Civil False
Claims Act, 31 U.S.C. ss.ss. 3729 et. Seq., the Administrative False Claims Law,
SSA ss. 1128B(a), the administrative simplification provisions of the Health
Insurance Portability and Accountability Act of 1996, SSA ss.ss. 1171-1179, the
exclusion laws, SSA ss. 1128, the anti-misleading statements provision, SSA ss.
<PAGE>

1129, and any other state or federal law, regulation, guidance document, manual
provision, program memorandum or OIG or CMS opinion letter, or other issuance
which regulates kickbacks, patient or program charges, recordkeeping, referrals,
the hiring of employees or acquisition of services or supplies from those who
have been excluded from federal health care programs, quality, safety, privacy,
security, accreditation or any other aspect of providing health care.

                  (c) No Seller has entered into any contract, agreement or
arrangement creating a "financial relationship" as defined in 42 U.S.C. ss.
1395nn, with a physician, if that physician refers patients to the Seller for
designated health services, as defined in 42 U.S.C. ss. 1395nn, except in
compliance with the law.

                  (d) All material reports, documents, claims and notices
required to be filed, maintained or furnished to any governmental or health care
authority by the Sellers has been so filed, maintained or furnished. All such
reports, documents, claims and notices were materially complete and correct on
the date filed (or where corrected in or supplemented by a subsequent filing).

         4.11 Contracts and Commitments. Except for the Assumed Contracts, and
as described on Schedule 4.11, none of the Sellers are a party to any contract
or commitment relating to the Business, and neither the Business nor the
Purchased Assets are the subject of any contract or commitment. Each of the
Assumed Contracts is valid and binding agreements of the parties to such
contracts in accordance with its terms, and, to the best of the Sellers'
knowledge, no party to the Assumed Contracts is in default under such contracts.

         4.12 No Violation of Law. Except as disclosed on Schedule 4.12, the
conduct of the Business by the Seller does not in any material manner violate
any statute, ordinance, regulation, order, writ, injunction or decree of any
court or governmental agencies. The Seller has not received a notice of default
or violation of, and have no actual knowledge of any fact or event which with
the lapse of time or giving of notice would constitute a default or violation of
any statute, ordinance, regulation, order, writ, injunction or decree of any
court or governmental agency or authority applicable to the Business or the
Purchased Assets.

         4.13 Litigation. Except as disclosed on Schedule 4.13 and including the
litigation with the Provider Reimbursement Review Board, there are no actions,
suits or proceedings, pending, or, to the best of the Sellers' knowledge,
threatened before any court, commission, agency or other administrative
authority against, or affecting the Business or the Purchased Assets and, except
as disclosed on Schedule 4.13, no Seller is the subject of any order or decree
relating to or affecting the Business or the Purchased Assets other than those
of general application. Seller agrees retain all right and liabilities to the
pending litigation with the Provider Reimbursement Review Board for past
disallowances and will pay for the cost of said litigation; Buyer agrees that
any payment obtained from the Review Board for disallowances prior to closing
will belong to the Seller.

         4.14 Labor. There is no collective bargaining or other union contract
relating to the Business to which any Seller is a party. To the Sellers'
knowledge, after due inquiry, there is not pending or threatened against any
Seller any grievance, labor dispute, organizational activity, union trouble,
strike or work stoppage which materially affects or which may materially disrupt
the Business. Each Seller has complied in all material respects with all
<PAGE>

applicable laws, rules and regulations pertaining to the employment of labor,
including those relating to wages, hours, collective bargaining and the payment
of or withholding of taxes. Each Seller has withheld all amounts required by law
or agreement to be withheld from the wages or salaries of the Business's
employees and they are not liable for any arrears of wages or any tax or
penalties for failure to comply with any of the foregoing.

         4.15 Employment Contracts. Except as disclosed on Schedule 4.15, there
are no written or oral contracts for employment of any personnel of the
Business, other than at-will employment relationships.

         4.16 Employee Benefit and Retirement Plans. Except as disclosed on
Schedule 4.16, no Seller maintains any "employee pension benefit plan" or any
"employee welfare benefit plan" (as defined respectively in Section 3(2) and
3(1) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") on behalf of the Business's employees, and, except as disclosed on
Schedule 4.16, no Seller maintains any retirement plans, bonus arrangements,
life insurance or medical insurance programs or any other fringe benefit
arrangements for any employees whether written or unwritten.

         4.17 Employees and Independent Contractors. The Sellers have provided
the Buyer prior to the Closing Date with a true and correct list including the
name, salary or compensation (including without limitation all commission,
override or bonus arrangements), vacation and sick leave policies or other
benefits, job description and original employment or contract date of all
current employees and independent contractors of the Business based upon the
most recently processed information, and the accrued and/or earned vacation time
of all employees and, to the best of the Sellers' knowledge, the dates and
information concerning any previous salary or compensation change or adjustment
and the reasons therefore for each such current employee.

         4.18 Worker's Compensation. Except as disclosed on Schedule 4.18, the
Sellers are in full compliance with all worker's compensation laws with respect
to the Business and have worker's compensation insurance coverage in full force
and effect with respect to the Business.

         4.19 Adverse Actions. Except as described on Schedule 4.13 and Schedule
4.19, the Sellers have not received any written notice of any judicial or
administrative action against the Business or the Purchased Assets.

         4.20 Consents. Except as described on Schedule 4.20, no consents,
approvals or authorizations of, any third parties is required in connection with
the execution and delivery of this Agreement by the Sellers and consummation by
the Sellers of the transactions contemplated hereby.

         4.21 Commissions. Except as described on Schedule 4.21, the Sellers
have not authorized any person to act in such a manner as to give rise to any
valid claim against the Buyer for a brokerage commission, finder's fee, or
similar payment as a result of the transactions contemplated under this
Agreement.

<PAGE>

         4.22 Financial Statements. The Sellers have delivered to the Buyer
financial statements for periods ended June 30, 2006 (the "Financial
Statements"). The Financial Statements fairly present the financial condition
and the results of operations, changes in shareholders' equity and cash flows of
the Sellers as of the respective dates of and for the periods referred to in
such Financial Statements, all in accordance with generally accepted accounting
principles for financial reporting in the United States ("GAAP"). The Financial
Statements reflect the consistent application of such accounting principles
throughout the periods involved. The Financial Statements have been prepared in
accordance with the accounting records of the Sellers. There are no (i)
liabilities (whether known, unknown, contingent or otherwise) of the Sellers
other than liabilities reflected on the Financial Statements, and (ii)
liabilities incurred since June 30, 2006 in the ordinary course of business
without violation of this Agreement.

         4.23 Internal Control. The Sellers have implemented and maintain a
system of internal control over the financial reporting sufficient to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
GAAP, including, without limitation, that (i) transactions are executed in
accordance with management's general or specific authorizations and records are
maintained in reasonable detail to accurately and fairly reflect the
transactions and dispositions of the Setters' assets, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability, (iii) access to
assets is permitted, and receipts and expenditures are being made, only in
accordance with management's general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences, and steps are otherwise taken with respect to the prevention or
timely detection of unauthorized acquisition, use or disposition of the Sellers'
assets.

             Article 5 - Representations and Warranties of the Buyer

         As a material inducement to the Sellers to enter into this Agreement,
the Buyer hereby represents and warrants to the Sellers as follows:

         5.1 Authority as to Execution. The execution and delivery of this
Agreement and the instruments called for by this Agreement by or on behalf of
the Buyer and the consummation of the transactions contemplated hereunder and
thereunder, shall have been duly authorized by all necessary limited liability
company actions on or prior to the Closing Date. This Agreement and each of the
instruments called for by this Agreement will be a valid and binding obligations
of the Buyer, each enforceable against Buyer in accordance with their respective
terms.

         5.2 Organization and Entity Authority. The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Each affiliate assigned purchase rights under this Agreement by the
Buyer is a limited liability company duly organized, validly existing and in
good standing under the laws the state in which is will operate the Business,
with full legal power and authority to execute, deliver and perform its
obligations under this Agreement and the instruments called for by this
Agreement.


<PAGE>

         5.3 No Violation of Law; Other Agreements. Neither the execution and
delivery of this Agreement or the instruments called for by this Agreement, nor
consummation of the transaction herein or therein contemplated, nor compliance
with the terms, conditions and provisions hereof or thereof, will conflict with
or violate any provision of law or of the Articles of Organization or the
Operating Agreement of the Buyer, or result in a violation or default in any
provision or any regulation, order, writ, injunction or decree of any court or
governmental agency or authority, or of any agreement or instrument to which
Buyer is a party or by which Buyer is bound or subject.

         5.4 Commissions. The Buyer has not authorized any person to act in such
a manner as to give rise to any valid claim against the Seller for a brokerage
commission, finder's fee, or similar payment as a result of the transactions
contemplated under this Agreement.

5.5 Disclosure. No representation or warranty made by the Buyer in this
Agreement is false or misleading in any material respect or omits to state any
fact necessary to make any such representation or statements not misleading in
any material respect.

                      Article 6 - Covenants of the Sellers

         6.1 Conduct of Business. From the date of this Agreement until the
Closing Date, each Seller agrees to operate the Business and otherwise carry on
the Business in substantially the same manner heretofore conducted and not make
other than in the ordinary course of business, any material change in its
personnel, operations, finances, accounting policies, or personal property,
without the prior written consent of the Buyer. Between the date hereof and the
Closing Date, each Seller agrees to use its reasonable efforts to retain its
present employees and preserve the goodwill and business of their customers,
suppliers, and others having business relations with them, and agree to conduct
the financial operations of the Business in accordance with its existing
business practices. From the date of this Agreement to the Closing Date, each
Seller agrees to not do any of the following in connection with its ownership
and operation the Business and the Purchased Assets without the Buyer's prior
written consent:

                  (a) cancel or permit any insurance, bond, surety instrument or
letter of credit to lapse or terminate, except in the ordinary course of
business or unless renewed or replaced by like coverage;

                  (b) default in any respect under any loan, material contract,
agreement, lease or commitment, except as to (i) CIT, the Sellers primary
lender, with whom the Buyer hereby acknowledge that the Sellers are already in
default, and (ii) Medicare, with respect to amounts due on Sellers' Medicare
cost report repayment obligations (in each case the Sellers shall obtain payoff
letters within a reasonable time prior to the Closing);

                  (c) enter into any contract, agreement, lease or other
commitment, except in the ordinary course of business;

                  (d) sell or agree to sell the Business or any of the Purchased
Assets;
<PAGE>

                  (e) hire any employees other than in the ordinary course,
increase any compensation to employees, enter into any employment arrangement,
agreement or undertaking, or pay or promise to pay any fringe benefit, bonus or
special compensation to employees, except in the ordinary course of business,
except as otherwise contemplated in this Agreement;

                  (f) impede Buyer, its counsel, accountants and other
representatives from reasonable access, during normal business hours and upon
reasonable advance notice, to the Business and the Purchased Assets so that
Buyer may have the opportunity to conduct a reasonable investigation of the
Business;

                  (g) encumber any of the Purchased Assets or incur any
liabilities with respect to the Business, except in the ordinary course of
business; or

                  (h) permit any employees of the Business to be "hired" or
otherwise used by the Seller other than in connection with the operation of the
Business (the intention of the parties being that as of the Closing, the Buyer
will have the opportunity, but not the obligation, to hire all of the Seller's
employees utilized in the operation of the Business as of the date of this
Agreement and that none of such employees will have any preexisting arrangement
to remain employed by the Seller after the Closing Date).

         6.2 No Sale of Purchased Assets. The Seller agrees to not sell, lease,
remove or otherwise dispose of any of the Purchased Assets, which are located or
used in the Business (except for retirements and replacements in the ordinary
course of business, provided that all items which are retired or replaced are
contemporaneously replaced by items of substantially equivalent value), or
liquidate or dissolve.

         6.3 Insurance. Through the Closing Date, the Seller agrees to maintain
the insurance described in Article 4.

         6.4 Notice. From the date hereof to the Closing Date, the Seller agrees
to promptly advise the Buyer of the occurrence of any governmental inspections,
investigations, citations with respect to the Business or the Purchased Assets,
and of which the Seller has received written or oral notification.

         6.5 Access to Personnel and Records. From the date of this Agreement
until the Closing Date, the Seller agrees to give the Buyer, and the Buyer's
counsel, accountants, consultants and other agents and representatives, full
access, during normal business hours and upon reasonable request, to its
properties, books, contracts, commitments and records relating to the Purchased
Assets and the operations of the Business. The review of any such Business
records shall be conducted subject to the site and business hours limitations
requested by the Seller to the extent reasonably possible and shall designed so
as to minimize any disruption to the Seller's business.

         6.6 Financial Information. The Seller agrees to provide the Buyer with
such financial information available to the Seller relating to the operations of
the Business as the Buyer may reasonably request.
<PAGE>

         6.7 Collection Practices. The Seller agrees to not deviate from its
current lawful practices with respect to the collection of accounts receivable
from the Business's patients to the extent that any such change in collection
practices would impair or adversely affect the Business' ability to continue its
relationships with those patients after Closing.

         6.8 Cooperation. From the date hereof to the Closing Date, the Seller
agrees to cooperate in good faith with the Buyer in order to obtain all
governmental, regulatory and other third party consents and approvals which are
necessary or desirable to consummate the transactions contemplated under this
Agreement. The Seller agrees to use its good faith efforts to cause each of the
conditions to the Buyer's obligation to close the transactions contemplated by
this Agreement set forth in Article 8 to be satisfied on or prior to the Closing
Date.

         6.9 Approval of Transfer. From the date hereof to the Closing Date, the
Seller agrees to use its good faith efforts, at the Buyer's expense, including
the filing and submission of all necessary and appropriate applications and
documents, to obtain the approvals and consents of all applicable governmental
and regulatory authorities, and any other third party identified as necessary in
order to transfer the Business, the Purchased Assets, the Assumed Contracts, the
Assumed Leases and the Licenses to the Buyer.

         6.10 Consents. The Seller agrees to use its good faith efforts to
procure the consents of any third parties necessary for the assignment to the
Buyer of the Assumed Contracts and Licenses (to the extent the obtaining of such
consents can occur pre-Closing).

         6.11 No-Shop Clause. From and after the date of the execution and
delivery of this Agreement until the termination of this Agreement (unless the
Closing Date is extended beyond such date by the parties), the Sellers agree to
not, without the prior written consent of the Buyer: (i) offer for sale any
material portion of the Business or Purchased Assets; (ii) solicit offers to buy
all or any material portion of the Business or Purchased Assets; (iii) hold
discussions with any party (other than the Buyer) looking toward such an offer
or solicitation or looking toward a merger or consolidation with the Sellers; or
(iv) enter into any agreement with any party (other than the Buyer) with respect
to the sale or other disposition of any material portion of the Business or
Purchased Assets.

         6.12 Preparation of Financials. The current management of the Sellers
shall cause the Sellers to prepare such financial information, and to cooperate
with the Buyer in connection with the preparation of consolidated financial
information including the Business, as may be requested by the Buyer.

                  6.13 Sellers' Post-Closing Insurance Coverage. The Sellers
         agree to purchase tail insurance continuing its professional liability
         coverage, with dollar limits acceptable to the Buyer, for a two year
         period after the Closing Date.

                       Article 7 - Covenants of the Buyer

         7.1 Access to Records. For a period extending to the greatest of five
years from and after the Closing Date, any longer period required by law, or the
date of final settlement of cost reports for any period prior to the Closing
Date, the Buyer agrees to retain the patient and medical records of the patients
<PAGE>

serviced by the Business on and prior to the Closing Date, and will give the
Seller, and the Seller's counsel, accountants, consultants and other agents and
representatives, full and complete access, during reasonable business hours and
upon reasonable request.

         7.2 Cooperation. From the date hereof until the Closing Date, the Buyer
agrees to cooperate in good faith with the Seller in order to obtain all
governmental, regulatory and other third party consents and approvals which are
necessary or desirable to consummate the transactions contemplated under this
Agreement.

         7.3 Approval of Transfer. From the date hereof until the Closing Date,
the Buyer agrees to use its best efforts, including the filing and submission of
all necessary and appropriate applications and documents, to obtain the
approvals and consents of all applicable governmental and regulatory authorities
and other third parties required or necessary in order to transfer the Business,
the Licenses, the Assumed Contracts and the Purchased Assets to the Buyer.

         7.4 Medicare Change of Ownership Filings. The Buyer and the Seller
agree, as soon as reasonably possible after the execution of this Agreement, to
make their Medicare Form 855 change in control filings.

           Article 8 - Conditions Precedent to the Buyer's Obligations

         The Buyer's obligation to close is subject to the satisfaction of the
following conditions before or at Closing, unless waived by the Buyer:

         8.1 Representations and Warranties True at Closing. The
representations, warranties and covenants made by the Seller in this Agreement
must be true in all material respects at and as of Closing as if made on and as
of Closing (excluding any materiality qualifier in such representations and
warranties).

          8.2 Compliance with Agreement. The Seller must have performed and
complied with all of its covenants and obligations under this Agreement in all
material respects which are to be performed or complied with by them before or
at Closing, including but not limited to the obtaining of consent and estoppel
certificates from the landlords under each Assumed Lease as set forth herein.

         8.3 The Sellers' Certificate. The Sellers must have delivered to Buyer
a certificate stating that (i) the representations, warranties and covenants
made by the Sellers in the Agreement are true in all material respects at and as
of Closing as if made on and as of Closing (excluding for this purpose any
materiality qualifier in such representations and warranties), and (ii) the
Sellers have performed and complied with all of their covenants and obligations
under this Agreement in all material respects which are to be performed or
complied with by it before or at Closing.
<PAGE>

         8.4 Adverse Proceedings. As of the Closing Date, no suit, action, claim
or governmental proceeding is pending or threatened against, and no order,
decree or judgment of any court, agency or other governmental authority has been
rendered against the parties or any party hereto which would render it unlawful,
as of the Closing Date, to effect the transactions contemplated by this
Agreement in accordance with its terms or otherwise have a material adverse
effect on the Buyer's ownership, use or enjoyment of the Business, the Licenses,
the Assumed Contracts, the Assumed Leases or the Purchased Assets.

         8.5 Approvals. All necessary material federal, state and local
governmental and regulatory and other third party consents, waivers, and other
approvals or determinations required to be obtained with respect to the sale
and/or transfer of the Licenses, the Assumed Contracts, the Assumed Leases and
the Purchased Assets to the Buyer, and the Buyer's operation of the Business
thereafter, must have been obtained, with the form and substance of such
consents, etc. satisfactory to the Buyer in its sole discretion.

         8.6 Closing Documents. The documents required to be delivered by the
Seller to the Buyer pursuant to this Agreement must be executed in a form
reasonably acceptable to the Buyer.

         8.7 Opinion of Counsel. The Sellers shall have caused there to be
delivered at Closing an opinion of counsel in a form satisfactory to Buyer with
respect to certain matters, including authorization of this Agreement and the
Ancillary Agreements, no conflict with the Sellers' organizational documents and
contracts and other customary matters.

         8.8 Audited Financial Statements. The Sellers shall provide the Buyer
with such audited financial statements for the Sellers and/or the Business for
each of the three fiscal years ended June 30, 2006 and unaudited financial
statements for the interim period ended September 30, 2006, as necessary for the
Buyer to satisfy the requirements of Item 9.01 of the Exchange Act Current
Report on Form 8-K.

         8.9 Employee Agreements. The entering into by substantially all of the
Sellers' employees listed on Schedule 8.9 of restrictive covenant agreements in
a form satisfactory to the Buyer is a condition both to the Buyer entering into
of this Agreement and the Buyer's obligation to close the transactions
contemplated by this Agreement. For purposes of this paragraph 8.9,
"substantially all" shall mean all but two of the applicable employees.

         8.10 Control Agreement. The Sellers and their banks shall have entered
into a control agreement with the Buyer, giving the Buyer the right to control
accounts receivable payments made to the Seller's bank accounts, all in a form
satisfactory to the Buyer.

         8.11      Indemnification Agreement.   The parties enter into an
Indemnification Agreement, in the form attached as Attachment B.

         8.12      Other Transactions.   The closing of the transactions
contemplated in the Asset Purchase Agreement dated as of the date hereof of
among certain Buyers and Health Management Consultants, Inc., United
Home Health Services, Inc. d/b/a Mederi of Illinois, United Home Health Services
of Cook County, Inc. d/b/a Mederi of Cook County, and United Home Health Service
of St. Louis, Inc. d/b/a Mederi.
<PAGE>

           Article 9 - Conditions Precedent to the Sellers' Obligations

         The Sellers' obligation to close is subject to the satisfaction of the
following conditions prior to or at Closing, unless waived by the Seller:

         9.1 Representations and Warranties True at Closing. The representations
and warranties made by the Buyer in this Agreement must be true in all material
respects at and as of Closing with the same effect as though such
representations and warranties had been made or given on and as of Closing.

         9.2 Compliance with Agreement. The Buyer must have performed and
complied with all its covenants and obligations under this Agreement in all
material respects which are to be performed or complied with by it before or at
the Closing.

         9.3 Buyer's Certificate. The Buyer must have delivered to the Seller a
certificate stating that (i) the representations, warranties and covenants made
by the Buyer in the Agreement are true at and as of Cl