ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is dated September 29, 2006, and, for the purposes described in Section 2.7 hereof, effective as of August 1, 2006 (the “Effective Date”), by and among COMBINE OPTICAL MANAGEMENT CORP. (hereinafter referred to as “Seller”), a Florida corporation having its principal offices at 6001 Broken Sound Parkway, Suite 508, Boca Raton, Florida 33487, NEIL GLACHMAN (hereinafter referred to as the “Shareholder”), an individual residing at 17888 Fieldbrook Circle, Boca Raton, FL 33496, COM ACQUISITION,INC. (hereinafter referred to as the “Purchaser”), a New York corporation with offices at 100 Quentin Roosevelt Boulevard, Suite 508, Garden City, New York 11530, and EMERGING VISION, INC. (hereinafter referred to as “EVI”, and together with Purchaser sometimes hereinafter collectively referred to as the “Purchaser Parties”), a New York corporation with offices at 100 Quentin Roosevelt Boulevard, Suite 508, Garden City, New York 11530. Hereinafter Seller, Shareholder, Purchaser and EVI may sometimes hereinafter collectively be referred to as the “Parties”, and individually as a “Party”.

R E C I T A L S:

WHEREAS , Seller is the owner of all of the Assets (as hereinafter defined), which Assets constitute all of the tangible and intangible assets of Seller, including without limitation, of Seller’s optical group purchasing business, and neutriceuticals developing stage business (collectively, the “Business”); and

WHEREAS , Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of the Assets, on the terms, and subject to the conditions, set forth in this Agreement; and

WHEREAS , as an inducement to (i) Purchaser to purchase the Assets on the terms and conditions set forth herein, and as an express condition thereof, Shareholder is joining in the execution and delivery of this Agreement and is bound by all of its terms, and (ii) Seller to the Assets on the terms and conditions set forth herein, and as an express condition thereof, EVI is joining in the execution and delivery of this Agreement and is bound by all of its terms.

NOW, THEREFORE , in consideration of the foregoing recitals, as well as the Parties’ respective promises, representations, covenants and warranties made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.        Definitions . As used herein, the following words and terms shall have the following meanings:

“Agreement” shall mean this Asset Purchase Agreement.

“Assets” shall have the meaning set forth in Subsection 2.1.1 hereof.

“Benefit Plans” shall have the meaning set forth in Subsection 5.1.18 hereof.

“Business” shall have the meaning ascribed thereto in the recitals to this Agreement.

“Business Software” shall have the meaning set forth in Subsection 5.1.14(A) hereof.

“Closing” shall mean the consummation of the transactions contemplated by this Agreement and each of the

Transaction Documents.

“Closing Date” shall have the meaning set forth in Section 4.1 hereof.

“Code” shall have the meaning set forth in Subsection 5.1.18(B) hereof.

“Credit Applications” shall have the meaning set forth in Subsection 2.1.1(C) hereof.

“Employment Agreement” shall mean that certain Employment Agreement, between EVI and Shareholder, being

executed and delivered contemporaneously herewith.

“Encumbrances” shall have the meaning set forth in Subsection 2.1.1 hereof.

“Enforceability Exceptions” shall have the meaning set forth in Subsection 5.1.3 hereof.

“EVI” shall mean Emerging Vision, Inc., a New York corporation.

“Excluded Assets” shall have the meaning set forth in Subsection 2.1.2 hereof.

“Fees” shall have the meaning set forth in Section 3.3 hereof.

“Guaranty” shall have the meaning set forth in Subsection 3.4.2 hereof.

“herein”, “hereof” “hereunder” shall have the meaning set forth in Section 12.2 hereof.

“Indemnified Party” shall have the meaning set forth in Section 8.3 hereof.

“Indemnifying Party” shall have the meaning set forth in Section 8.3 hereof.

“Indemnification Notice” shall have the meaning set forth in Section 8.3 hereof.

“Intellectual Property” shall have the meaning set forth in Subsection 2.1.1(G) hereof.

“Inventory” shall have the meaning set forth in Subsection 2.1.1(B) hereof.

“Licensed Software” shall have the meaning set forth in Subsection 5.1.14(B) hereof.

“Losses” shall have the meaning set forth in Section 8.1 hereof.

“Operating Contracts” shall have the meaning set forth in Subsection 2.1.1(F) hereof.

“Option Agreement” shall have the meaning set forth in Subsection 3.5 hereof.

“Owned Software” shall have the meaning set forth in Subsection 5.1.14(A) hereof.

“Party/Parties” shall have the meaning set forth in the preamble to this Agreement.

“Person” means any individual, corporation, partnership, firm, group, joint venture, association, trust, limited

liability company, unincorporated organization, estate, trust or other entity.

“Personal Property” shall have the meaning set forth in Subsection 2.1.1(A) hereof.

“Purchaser” shall have the meaning set forth in the preamble to this Agreement.

“Purchaser Party” shall have the meaning set forth in Section 8.1 hereof.

“Qualified Plans” shall have the meaning set forth in Subsection 5.1.18(B) hereof.

“Receivables” shall have the meanings set forth in Subsection 2.1.1(E) hereof.

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“Security Agreement shall have the meaning set forth in Subsection 3.4.1 hereof.

“Seller” shall have the meaning set forth in the preamble to this Agreement.

“Seller Parties” shall have the meaning set forth in Section 5.1 hereof.

“Seller Software” shall have the meaning set forth in Subsection 5.1.14(C) hereof.

“Transaction Documents” shall have the meaning set forth in Subsection 2.1.2(C) of this Agreement.

ARTICLE II

PURCHASE AND SALE OF ASSETS

2.1.1      Assets . In accordance with the terms, and subject to the conditions, contained in this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of any and all claims, liens, mortgages, pledges, security interests, charges, rights of others and other encumbrances, of any kind or nature (collectively, “Encumbrances”), and Purchaser shall purchase and acquire from Seller, all of Seller’s right, title and interest (but none of the liabilities associated therewith, if any, all of which liabilities shall be discharged, in full, by Seller on or prior to the Closing) in and to all of the tangible and intangible assets, rights and the businesses (including, without limitation, the Business) of Seller (collectively, the “Assets”), including, but not limited to:

(A)        Personal Property . All of the furniture, fixtures, furnishings, machinery, equipment, computer hardware, peripherals and accessories, office supplies and all other tangible personal property of whatever type or description owned or leased by Seller or otherwise used in the Business, if any, and all attachments thereto and personal property associated therewith (collectively, “Personal Property”), including, without limitation, those items listed on Schedule 2.1.1(A) attached hereto;

(D)        Customer Credit Applications. All right, title and interest in and to all of those “at will” written and oral contracts and other agreements more particularly described on Schedule 2.1.1(D) attached hereto (collectively, “Credit Applications”); provided, however, that Purchaser is not assuming, nor is obligated to fulfill, any obligation, guarantee or responsibility to any Person under the Customer Credit Applications.

(E)         Accounts and Receivables . All right, title and interest in accounts receivable due and payable after July 31, 2006, whether or not evidenced by a writing or reflected in the Seller’s financial statements (collectively, “Receivables”);

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(F)         Operating Contracts . All rights of Seller pursuant to nondisclosure agreements, confidentiality agreements, invention assignment agreements, covenants not-to-compete, licenses and other material contracts, including, without limitation, those more particularly described on Schedule 2.1.1(F) attached hereto (collectively, "Operating Contracts"); provided, however, that Purchaser is not assuming nor is obligated to fulfill any obligation, guarantee or responsibility to any Person under the Operating Contracts or otherwise which results from the performance or provision of any services or actions taken by Seller, or failure by Seller to provide any services or to take any actions;

(G)        Intellectual Property . All right, title and interest of Seller in and to any and all intellectual property, including, without limitation, the intellectual property more particularly set forth on Schedule 2.1.1(G) attached hereto (collectively, “Intellectual Property”), including, without limitation:

(i)         patents, patent applications, patent disclosures, and improvements thereto, whether registered or unregistered, if any;

(ii)       trademarks, service marks, logos, internet domain names, trade names and corporate names, whether registered or unregistered, and registrations and applications for registration thereof, including, without limitation, the names and marks “Combine”, “Combine Optical Management” and “Neutra Tears”

(iii)       copyrights, whether registered or unregistered, and registration and applications for registration thereof, if any;

(iv)        computer software (including all source or object codes thereof or documentation relating thereto), data, databases and documentation, and software licenses; and

(v)        trade secrets and confidential business information, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable work, financial, marketing and business data, pricing and cost information, business, customer and supplier lists, including, without limitation, the list of customers of Seller annexed hereto as Schedule 2.1.1(G)(v) (collectively, the “Customer List”).

(H)        Other Intangible Property . Except as otherwise specifically provided in this Agreement, all right, title and interest in all:

(i)         franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from governments and governmental agencies for use in connection with the Business;

(ii)         telephone (voice, data and facsimile) numbers, including, without limitation, those more particularly set forth on Schedule 2.1.1(H) annexed hereto, and telephone listings associated therewith;

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(iii)         domain names, URL’s, web addresses and other internet addresses, including, without limitation, those more particularly set forth on Schedule 2.1.1(H) annexed hereto; and

(I)          Other Assets . All other assets and rights of Seller not specifically enumerated or excluded herein, including, but not limited to, all records relating to products and customers of the Business, copies of records and data maintained on computer systems, all other transferable rights in and to intangible assets used or held for use in the Business, including all goodwill, all proceeds (including insurance policies and proceeds of insurance) and products related to the Assets and the Business, all right, title and interest in and to all books, ledgers, files, documents, correspondence, telephone numbers, telephone directory advertising, all state unemployment and worker's compensation reserve amounts and experience rates to the extent permitted or required under the laws of the State of New York, reports and other printed materials; provided, however, that Seller may retain possession of such books and records that Seller is legally required to maintain, but shall keep such records at its principal place of business and shall provide Purchaser reasonable access thereto after the Closing Date.

2.1.2      Excluded Assets . Notwithstanding anything contained herein to the contrary, the following assets are excluded from the term Assets (collectively, the “Excluded Assets”):

(A)       All cash assets of Seller on deposit in Seller’s checking and savings accounts;

(C)       All of Seller’s right, title and interest in, to and under this Agreement and any and all instruments, documents and agreements being executed and delivered by Seller in connection herewith (collectively, the “Transaction Documents”).

(D)       All accounts receivable related to paid accounts payable prior to August 1, 2006.

Section 2.4.     Consents . Notwithstanding anything to the contrary contained herein, in the event any Asset cannot, by its terms, be transferred by Seller without the consent of a third party, such Asset shall not be deemed sold, assigned or delivered hereby unless and until such third party consent is so obtained; it being understood and agreed that Seller shall use its best efforts to obtain any such required consents. If any such consent shall not be obtained (notwithstanding Seller’s exercise of its best efforts to so obtain any such consent), or if any attempted assignment would be ineffective or would impair Purchaser’s rights in, to and/or under the Asset in question so that Purchaser would not, in effect, acquire the benefit of all such rights,

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Seller, to the maximum extent permitted by law and the Asset, shall act after the date hereof as Purchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the Asset, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser.

2.5.1      Seller’s Breach Under Contracts and Agreements . Purchaser shall not assume, and Seller shall remain liable for, all claims and liabilities, whether arising prior to, on or subsequent to Closing, resulting from, in connection with or incident to Seller’s breach of any covenant, condition or other obligation required of Seller under any contract or agreement including, without limitation, any Customer Contract and/or Operating Contract.

2.5.2     IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT PURCHASER SHALL NOT ASSUME AND IS NOT ASSUMING, NOR SHALL PURCHASER BECOME LIABLE, OBLIGATED OR RESPONSIBLE FOR THE PAYMENT OF, ANY DEBTS, LIABILITIES OR OBLIGATIONS OR THE PERFORMANCE OF ANY DUTIES OF SELLER, OF ANY KIND OR NATURE WHATSOEVER, WHETHER NOW OR HEREAFTER ARISING AND WHETHER CONTINGENT OR LIQUIDATED IN AMOUNT, INCLUDING, WITHOUT LIMITATION, ANY DEBTS, LIABILITIES, OBLIGATIONS OR DUTIES ARISING OUT OF ACCOUNTS PAYABLE, TAX LIABILITIES, EMPLOYEE BENEFITS, CONTRACTS, AGREEMENTS OR OTHER TYPES OF LIABILITIES OF SELLER OR RELATED TO THE OPERATION OF THE BUSINESS. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, BUYER WILL BE RESPONSIBLE FOR ALL OPERATING CONTRACTS AS SET FORTH ON SCHEDULE 2.1.1FWITH RESPECT ONLY TO THOSE SUMS PAYABLE, AND THOSE OBLIGATIONS PERFORMABLE, UNDER SUCH OPERATING CONTRACTS FROM AND AFTER SEPTEMBER 1, 2006.

2.5.3     Buyer will assume liability for all accounts payable associated with accounts receivable due and payable after August 30, 2006.

2.5.4.    Buyer will assume liability of Seller under that certain Essilor Settlement Agreement, dated December, 2003 that shall arise and accrue from and after August 1, 2006.

Section 2.6        Employee Matters . It is expressly agreed that Seller shall remain solely liable for all obligations and/or liabilities to former and current employees of Seller arising out of, or in connection with, the employment relationship, the severance of the employment relationship and/or any obligation that Seller may have to any representative of those employees, and Purchaser shall have no obligation to any former or current employees of Seller, including, but not limited to, any obligation to employ any such employee. Without limiting the generality of the foregoing, it is understood that responsibility for the payment of all compensation, severance, termination pay, employment benefits and the like (collectively, “Employment Obligations”) arising on or before the Closing Date shall be the sole liability and obligation of

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the Seller. On the Closing Date, Seller shall pay and discharge all accrued and unpaid Employment Obligations arising and/or accruing on or prior to the Closing Date.

Section 2.7        Reconciliation . The Parties hereby acknowledge and agree that: (i) this Agreement is being executed and delivered on September 29, 2006, but the sale of the Assets (and the Business) shall be deemed to be effective as of the Effective Date (i.e., August 1, 2006); and (ii) all profits and losses of Seller from the operation of the Business from August 1 to September 29th are to be allocated to COM. In order to properly effectuate such allocation, Seller shall, on or before October 31, 2006, prepare (at Purchaser’s sole cost and expense) and deliver to Purchaser financial statements reflecting the results of operations of Seller from August 1, 2006 to and including September 30, 2006 (the "Pre-Transfer Period") (these statements are to be prepared through September 30, as opposed to September 29, for ease of reporting the financial information as at the end of a month). To the extent that there are profits from the operation of the Business during the Pre-Transfer Period (hereinafter referred to as "Profits"), Seller shall promptly pay to Purchaser, by check (subject to collection), that sum equal to the Profits. To the extent that there are losses from the operation of the Business during the Pre-Transfer Period (hereinafter referred to as "Losses"), Purchaser shall promptly pay to Seller, by check (subject to collection), that sum equal to the Losses.

ARTICLE III

PURCHASE PRICE; OPTION GRANTS

Section 3.1.     Purchase Price . The purchase price payable for the Assets shall be the aggregate sum of Two Million Four Hundred Seventy-Three Thousand ($2,473,000.00), payable as follows:

3.1.1    Seven Hundred Thousand ($700,000.00) Dollars payable, by certified or bank check, or via wire transfer (to an account designated, in writing, by Seller), simultaneously with the Closing (the “Closing Cash Consideration”);

3.1.2    One Million Two Hundred Seventy-Three Thousand ($1,273,000.00) Dollars payable pursuant to the terms of a Promissory Note to be executed and delivered by Purchaser contemporaneously with the Closing (“Note 1”), which shall provide, among other things, that the principal amount thereof shall be payable, without interest, as follows:

(A)       Four Hundred Ninety-Eight Thousand ($498,000.00) Dollars, payable on the first day of the first calendar month following the expiration of the initial twelve months following the Closing Date;

(B)       Three Hundred Thousand ($300,000.00) Dollars, payable on the first day of the first calendar month following the expiration of the initial twenty-four months following the Closing Date;

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(C)       Two Hundred Fifty Thousand ($250,000.00) Dollars, payable on the first day of the first calendar month following the expiration of the initial thirty-six months following the Closing Date; and

(D)       Two Hundred Twenty-Five Thousand ($225,000.00) Dollars, payable on the first day of the first calendar month following the expiration of the initial forty-eight months following the Closing Date.

3.1.3    Five Hundred Thousand ($500,000.00) Dollars, payable pursuant to the terms of a Promissory Note to be executed and delivered by Purchaser simultaneously with the Closing (“Note 2”, and together with Note 1, hereinafter collectively referred to as the “Notes”), which shall provide, among other things, that the principal amount thereof shall be payable, together with interest calculated at the rate of seven (7%) percent per annum, in sixty, equal, consecutive monthly installments, each in the amount of Nine Thousand Nine Hundred Sixty ($9,960.00) Dollars, commencing on the first day of the first calendar month following the Closing Date.

Section 3.2.     Allocation of Purchase Price . The Purchase Price shall be allocated among the Assets acquired hereunder in accordance with the allocations set forth on Schedule 3.2 annexed hereto. It is agreed that the allocations set forth on Schedule 3.2 were arrived at by arm’s length negotiation, and properly reflect the respective fair market values of the Assets. The Parties each hereby covenant and agree that they will not take a position on any tax returns, before any governmental agency charged with the collection of any taxes, or in any judicial proceeding that is in any way inconsistent with the representations contained in this Section 3.2 , or the allocations set forth on Schedule 3.2 .

Section 3.3.     Sales Taxes, Transfer Taxes and Filing Fees . Seller shall be responsible for, and shall promptly pay any and all costs and expenses for taxes (including, without limitation, applicable sales taxes) and charges in connection with the transfer of the Assets (collectively, the "Fees"). Seller warrants that it has the financial resources to pay the Fees and will not fail to pay the Fees on or prior to the Closing, when due. Purchaser shall be responsible for and shall promptly pay any and all costs and expenses for all documentary, recording or filing fees in connection with recording of all financing statements, promissory notes and other instruments necessary to perfect Seller’s security interest granted pursuant to the terms of the Security Agreement (as hereinafter defined).

3.4.1      Security Agreement . As security for the performance of Purchaser’s obligations under the Notes, contemporaneously with the Closing, Purchaser’s shall grant to Seller a security interest in all of the assets of Purchaser, including, without limitation, the Assets, which shall be subject to the terms and conditions set forth in a certain Security Agreement to be executed and delivered by the Purchaser and Seller at Closing (the “Security Agreement”). Purchaser represents that there are no other security interest in the assets of Purchaser and Purchaser further represents that Seller shall be granted a “first mortgage” security interest in all of the assets of the Purchaser.

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Section 3.5        Option Grants . As additional consideration for the performance of Seller’s covenants herein, contemporaneously with the Closing Purchaser shall cause to be issued to Seller Three Million Five Hundred Fifteen Thousand Six Hundred Twenty-Five (3,515,625) options to purchase the Common Stock of EVI (each and “Option”, and collectively, the “Options”), Purchaser’s parent company, which shall be subject to the terms and conditions set forth in a certain Option Agreement to be executed and delivered by EVI and Seller at Closing (the “Option Agreement”). The Option Agreement shall provide, among other things, that the Seller shall have the right, following the initial four (4) years of the term of the Option Agreement (or earlier in the event of an uncured default as described in Section 4(f) of the Option Agreement) and at any time thereafter through and including the expiration date of the Option Agreement, to require EVI to purchase from Seller up to an aggregate maximum of Two Million One Hundred Eighty-Seven Thousand Five Hundred (2,187,500) Options, at a price per option of thirty-two ($0.32) cents.

ARTICLE IV

CLOSING; DELIVERIES

Section 4.1.     Closing; Closing Date . The closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the principal office of Seller located at 6001 Broken Sound Parkway, Boca Raton, FL 33496 10:00 a.m. on September 29, 2006, or at such other place, time and date as the Parties may agree in writing. The time and date upon which the Closing occurs is referred to herein as the "Closing Date."

Section 4.2.     Deliveries by Seller Parties . At the Closing, the Seller Parties shall deliver (or shall cause to be delivered) to Purchaser the following duly executed documents, which shall be in form and substance reasonably acceptable to Purchaser:

4.2.4    a certificate of incumbency certified by the secretary of each of the Seller, together with a certified copy, dated as of the Closing, of the resolutions of the board of directors and sole shareholder of Seller, unanimously approving and authorizing the execution and performance of the covenants contained in this Agreement and each of the Transaction Documents;

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4.2.5     true and correct copies, certified by the secretary of the Seller, of the Certificate of Incorporation and Bylaws of Seller;

4.2.8     original counterparts of all of the agreements, contracts, commitments, leases, plans, bids, quotations, proposals, instruments, if any, computer programs and software, data bases whether in the form of diskettes, computer takes or otherwise, related object and source codes, manuals and guidebooks, price books and price lists, customer and subscriber lists, supplier lists, sales records, files, correspondence, legal opinions, rulings issued by governmental entities, and other documents, books, records, papers, files, office supplies and data belonging to Seller that are included in the Assets;

Section 4.3.     Purchaser’s Deliveries at Closing . At Closing, Purchaser shall deliver (or cause to be delivered) to Seller the following:

4.3.1     a certified or bank check, or wire transfer to an account designated, in writing, by Seller, in the aggregate sum of Seven Hundred ($700,000.00) Dollars, in payment of the Closing Cash Consideration;

Section 4.4      Possession . Possession of the Assets shall be delivered to Purchaser on the Closing Date.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.1.       Representations and Warranties of the Seller Parties . Seller and Shareholder (sometimes hereinafter collectively referred to as the “Seller Parties”, and individually as a “Seller Party”), hereby jointly and severally represent and warrant to the Purchaser Parties that the following representations and warranties are true, accurate and complete on the Closing Date (i.e., September 29, 2006), each of which shall be unaffected by any investigation heretofore or hereafter made by the Purchaser Parties, or any actual or constructive knowledge of the Purchaser Parties that any of the same shall not be true, accurate and complete:

5.1.1      Organization and Good Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has the full power and authority (corporate and otherwise) to own and lease its properties, and to operate its business (including, without limitation, the Business) in Palm Beach County, Florida.

5.1.2      Authorization for Agreement . The execution, delivery and performance of this Agreement and each of the Transaction Documents by the Seller Parties, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action (corporate and otherwise) of the Seller Parties, and all requisite actions (corporate and otherwise) have been taken by each of the Seller Parties to carry out the terms of this Agreement and each of the Transaction Documents.

5.1.3      Authority . The Seller Parties have the full legal right, power and authority to enter into this Agreement and each of the Transaction Documents, and to consummate the transactions contemplated hereby and thereby. Neither the execution nor the delivery of this Agreement and each of the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, conflict or will conflict with or result or will result in a breach of the Seller’ Certificates of Incorporation or Bylaws, or the terms, conditions or provisions of any contract, agreement, commitment or undertaking to which any Seller Party is a party or by which any Seller Party, the Business or Assets are bound. This Agreement and each of the Transaction Documents constitute the valid and binding obligation of the Seller Parties, enforceable against each of them in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws (collectively, the “Enforceability Exceptions”).

5.1.4      Shareholders; Subsidiaries . Shareholder is the sole shareholder of Seller. Seller has no subsidiaries.

5.1.5      Liabilities . Except as set forth on Schedule 5.1.5 hereto, Seller has no liabilities, fixed or contingent, of any kind or nature, and nor is there any basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against Seller giving rise to any liabilities.

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5.1.6      Personal Property . Schedule 2.1.1(A) hereto contains an accurate and complete list and description of all Personal Property owned by Seller. All items of Personal Property are in good working order and condition, ordinary wear and tear excepted, free from defects (latent and patent), have been maintained in accordance with normal industry practice, and are suitable for the purposes for which they are presently used.

5.1.7      Good Title to Assets; No Encumbrances . Seller is the sole and exclusive legal and beneficial owners of, and have good, valid and marketable title to, all of the Assets, free and clear of all Encumbrances. The Assets constitute all of the assets used in connection with the operation and conduct of the Business.

(A)       The Seller Parties previously provided to Purchaser unaudited Financial Statements of Seller for the calendar years 2004 and 2005 and internally prepared P&L Statement January thru June 2006. (collectively, the "Financial Statements"). Annexed hereto as Schedule 5.1.8 is a true, correct and complete copy of the Financial Statements. The Financial Statements are complete and correct in all material respects; are in accordance with the books of account, ledgers and records of Seller; have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, except as noted therein; and present fairly the financial condition and results of operation of Seller.

(B)        The Company has heretofore delivered to Purchaser copies of Form 1120, U.S. Corporation Income Tax Return, for the calendar year ended 2005 (the “ Tax Return ”). The information contained in the Tax Return is true, correct and complete.

5.1.11    Customer List . The Customer List: (A) contains a complete and accurate list of all of the past and present customers of Seller (collectively, “Customers”), (B) all Customers were obtained exclusively through the efforts of the Seller Parties and their respective employees; (C) the Seller is the sole legal and beneficial owners of the Customer List, free and clear of any and all Encumbrances, and no other Person has any legal or equitable ownership or property interest in the Customer List; (C) the personal information of each Customer (e.g., address, telephone number, prescription information), as set forth on the Customer List, is, to the best knowledge of the Seller Parties, accurate and complete; (D) the sale of the Customer List to Purchaser does not violate any legal obligation of the Seller Parties, including, without limitation, any obligations of confidentiality and privacy.

5.1.12     Accounts and Notes Receivable . Schedule 5.1.12(a) hereto contains a complete and accurate list of all Receivables of Seller due and payable after July 31, 2006. To the Seller Parties’ knowledge, the Accounts Receivable are not subject to a