ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and among

CHILDREN’S BEHAVIORAL HEALTH, INC.,

as Buyer,

FAMILY & CHILDREN’S SERVICES, INC.

as Seller,

and

MARY L. WHITE,

as Shareholder.

DATED AS OF OCTOBER 5, 2007

TABLE OF CONTENTS

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Exhibits

Disclosure Schedules

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ASSET PURCHASE AGREEMENT

Background

Shareholder is the President of, and owns all of the equity interests in, Seller. Seller provides skilled staff and other administrative support to Family Counseling and Children’s Services, Inc., a Pennsylvania non-profit corporation (“ FCCS ”) in the performance of the Business in the counties of Crawford, Erie, Mercer and Venango Pennsylvania. The Parties desire that Seller sell and Buyer buy substantially all of the assets of Seller and that Buyer assume certain liabilities of Seller, all on the terms and subject to the conditions set forth in this Asset Purchase Agreement (this “ Agreement ”). Buyer, Seller and Shareholder are sometimes individually referred to herein as a “ Party ” and sometimes collectively referred to herein as the “ Parties ”. Contemporaneously herewith, Buyer and FCCS will enter into a Management Agreement which shall include (i) representations and warranties of FCCS, (ii) provisions for Buyer to manage FCCS’ outpatient clinic; (iii) provisions for the use of the name “Family Counseling and Children’s Services, Inc.”; and (iv) restrictive covenants with respect to the performance of BHRS (the “ Management Agreement ”) in the form attached hereto as Exhibit A . The employees of Seller will, at Closing, be terminated by Seller and substantially all of such employees will be offered at-will employment by Buyer in accordance with Section 9.6 of this Agreement.

Intending to be legally bound, incorporating the foregoing herein, in consideration of the mutual agreements contained herein and subject to the satisfaction of the terms and conditions set forth herein, the Parties hereto agree as follows:

1. Defined Terms.

Certain capitalized terms used in this Agreement and not specifically defined in context are defined in this Section 1 as follows:

1.1. “ Accounting Firm ” shall have the meaning set forth in Section 9.10.1(b).

1.2. “ Accounts Receivable ” means (a) any right to payment for goods sold, leased or licensed or for services rendered, whether or not it has been earned by performance, whether billed or unbilled, and whether or not it is evidenced by any Contract; (b) any note receivable; or (c) any other receivable or right to payment of any nature.

1.3. “ Affiliates ” shall have the meaning set forth in Section 10.3.

1.4. “ Agreed Claim ” shall have the meaning set forth in Section 11.5.

1.5. “ Agreed Upon Net Working Capital ” shall mean One Million Dollars ($1,000,000).

1.6. “ Agreement ” shall have the meaning set forth in the preamble.

1.7. “ Applicable Employees ” shall have the meaning set forth in Section 9.6.

1.8. “ Asset ” means any real, personal, mixed, tangible or intangible property of any nature including Cash Assets, prepayments, deposits, escrows, Accounts Receivable, Tangible Property, Real Property, Software, Contract Rights, Intangibles, Permits, and claims, causes of action and other legal rights and remedies.

1.9. “ Assumed Specified Contracts ” shall have the meaning set forth in Section 2.1.1(e).

1.10. “ BHRS ” means behavioral health rehabilitation services.

1.11. “ Business ” shall mean the business of the provision of any of the following services or combination thereof: (i) BHRS programs including the BHRS provided by Seller; and (ii) the following services for children: mobile therapy, in-home counseling/therapy intensive in-home family therapy and counseling, family preservation programs, wraparound services, school-based services, mentoring, 1:1 and group in-school behavioral monitoring.

1.12. “ Buyer ” shall have the meaning set forth in the preamble.

1.13. “ Buyer Damages ” shall have the meaning set forth in Section 11.1.1.

1.14. “ Buyer Indemnitees ” shall have the meaning set forth in Section 11.1.1.

1.15. “ Buyer Plans ” shall have the meaning set forth in Section 9.6

1.16. “ Cap ” shall have the meaning set forth in Section 11.8.

1.17. “ Carve-Outs ” shall have the meaning set forth in Section 11.8.

1.18. “ Cash Asset ” means any cash on hand, cash in bank or other accounts, readily marketable securities, and other cash-equivalent liquid assets, of Seller.

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1.19. “ Certificates ” shall have the meaning set forth in Section 4.1.4.

1.20. “ Closing Date Payment ” shall have the meaning set forth in Section 3.1.1.

1.21. “ Code ” means the Internal Revenue Code of 1986, as amended and any successor statute.

1.22. “ Competitive Business ” shall have the meaning set forth in Section 10.3(a).

1.23. “ Consent ” means any consent, approval, order or authorization of, or any declaration, filing or registration with, or any application, notice or report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing) of, by or with, any Person which is necessary in order to take a specified action or actions in a specified manner and/or to achieve a specified result.

1.24. “ Contract ” means any written or oral contract, agreement, instrument, order, arrangement, commitment or understanding of any nature including sales orders, purchase orders, leases, subleases, data processing agreements, maintenance agreements, license agreements, sublicense agreements, loan agreements, promissory notes, security agreements, pledge agreements, deeds, mortgages, guaranties, indemnities, warranties, employment agreements, consulting agreements, sales representative agreements, joint venture agreements, buy-sell agreements, options or warrants.

1.25. “ Contract Right ” means any right, power or remedy of any nature under any Contract including rights to receive property or services or otherwise derive benefits from the payment, satisfaction or performance of another party’s Obligations, rights to demand that another party accept property or services or take any other actions, and rights to pursue or exercise remedies or options.

1.26. “ Covenants ” shall have the meaning set forth in Section 10.1(c).

1.27. “ Covered Area ” means the counties of Crawford, Erie, Mercer and Venango, Pennsylvania.

1.28. “ Current Assets ” means the aggregate dollar value of the Accounts Receivable, prepaid expenses and other current assets of Seller as determined in accordance with GAAP.

1.29. “ Current Liabilities ” means the aggregate dollar value of the accounts payable, accrued expenses and other payables of Seller as determined in accordance with GAAP; provided, that such figure shall specifically exclude the current portion of any long term debt and any Obligation for Taxes, accrued payroll or accrued vacation; and provided further that such figure shall only include such liabilities and Obligations that constitute Specified Liabilities.

1.30. “ Customer Contracts ” shall have the meaning set forth in Section 4.10.2.

1.31. “ Effective Date ” shall have the meaning set forth in Section 7.

1.32. “ Employees ” shall have the meaning set forth in Section 4.24.1.

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1.33. “ Employee Benefit Plan ” means any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code, “welfare benefit fund” within the meaning of Section 419 of the Code, or “qualified asset account” within the meaning of Section 419A of the Code, and any other plan, program, policy or arrangement for or regarding bonuses, commissions, incentive compensation, severance, vacation, deferred compensation, pensions, profit sharing, retirement, payroll savings, stock options, stock purchases, stock awards, stock ownership, phantom stock, stock appreciation rights, equity compensation, medical/dental expense payment or reimbursement, disability income or protection, sick pay, group insurance, self insurance, death benefits, or other material employee welfare or fringe benefits of any nature, including those benefiting retirees or former employees.

1.34. “ Encumbrance ” means any interest, consensual or otherwise, in property securing a monetary obligation owed to, or a claim by, a Person other than the owners of the subject property, whether such interest is based on the common law, statute or Contract, or any lien, superlien, security interest, pledge, right of first refusal, mortgage, easement, covenant, restriction, reservation, conditional sale, prior assignment, or other encumbrance, claim, burden or charge of any nature.

1.35. “ Entity ” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, society or other enterprise, association, organization or entity.

1.36. “ Environmental Laws ” means all applicable Laws (including consent decrees and administrative orders) relating to the public health and safety and protection of the environment including those governing the use, generation, handling, storage and disposal or cleanup of Hazardous Substances, all as amended.

1.37. “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.38. “ ERISA Affiliate ” shall refer to any trade or business, whether or not incorporated, under common control with the Company within the meaning of Section 414(b) or (c) of the Code and, solely for the purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, within the meaning of Section 414(m) or (o) of the Code.

1.39. “ Excluded Assets ” shall have the meaning set forth in Section 2.1.2.

1.40. “ Excluded Liabilities ” shall have the meaning set forth in Section 2.2.

1.41. “ FCCS ” shall have the meaning set forth in the preamble.

1.42. “ Form W-2 ” shall have the meaning set forth in Section 9.4.2.

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1.43. “ GAAP ” means generally accepted accounting principles under United States accounting rules and regulations, consistently applied, and currently in effect on the date of application.

1.44. “ Governmental Body ” means any: (a) nation, principality, republic, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multi-national organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

1.45. “ Hazardous Substances ” means any substance, waste, contaminant, pollutant or material that has been determined by any Governmental Body to be capable of posing a risk of injury or damage to health, safety, property or the environment including (a) all substances, wastes, contaminants, pollutants and materials defined, designated or regulated as hazardous, dangerous or toxic pursuant to any Law, and (b) asbestos, polychlorinated biphenyls (“PCB’s”), petroleum, petroleum products and urea formaldehyde.

1.46. “ Including ” means including but not limited to.

1.47. “ Indebtedness ” shall mean (a) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (b) any indebtedness evidenced by any note, bond, debenture or other debt security, (c) any indebtedness of a deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise, (d) any commitment by which a Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), (e) any indebtedness guaranteed in an manner by a Person (f) any obligations under capitalized leases with respect to which a Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations a Person assures a creditor against loss, (g) any indebtedness secured by an Encumbrance on a Person’s assets and (h) accrued interest on all of the foregoing enumerated obligations and all premiums, penalties, charges, fees, expenses and other amounts due in connection with the payment and satisfaction in full of such obligations.

1.48. “ Indemnified Party ” shall have the meaning set forth in Section 11.4.

1.49. “ Indemnifying Party ” shall have the meaning set forth in Section 11.4.

1.50. “ Indemnitee ” shall have the meaning set forth in Section 11.3.

1.51. “ Insurance Policy ” means any public liability, product liability, general liability, comprehensive, property damage, vehicle, life, hospital, medical, dental, disability, worker’s compensation, key man, fidelity bond, theft, forgery, errors and omissions, directors’ and officers’ liability, or other insurance policy of any nature.

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1.52. “ Intangible ” means any material name, corporate name, domain name, fictitious name, trademark, trademark application, service mark, service mark application, trade name, brand name, product name, symbol, logo, slogan, trade dress, trade secret, know-how, written works, visual works, audio works, multimedia works, Web site, database, information or data created or maintained in any database, design, formula, invention, product, technology, idea, concept, method, process, discovery, Software, or other intangible asset of any nature, whether in use, operational, active, under development or design, non-operative, or inactive, owned, marketed, maintained, supported, used, licensed or otherwise held for use by, or licensed to or with respect to which rights are granted to, a Person, whether arising under statutory or common Law in any jurisdiction or otherwise, and includes the goodwill of the Business symbolized by and associated with such name, corporate name, domain name, fictitious name, trademark, service mark, trade name, brand name, product name, symbol, logo, slogan, or trade dress, and any and all Intellectual Property Rights in and to the foregoing.

1.53. “ Intellectual Property Rights ” means any and all intellectual property rights of whatever nature and in whatever form including, without limitation, all inventions, patents, trademarks, service marks, registered designs, domain names, pending applications for any of the foregoing, trade and business names, brand names, unregistered trademarks and service marks, unregistered designs and rights in designs, copyrights, database rights, topography rights and rights in computer software, moral rights, performers rights, know-how, other intellectual property rights including all Permits, and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future, and all divisions, continuations, continuations-in-part, substitutes, reversions, renewals and extensions of any of the foregoing, and all rights under licenses, consents, orders, statutes or otherwise in relation to any of the foregoing, as well as the rights to sue for past, present, and future infringement of any and all such intellectual property rights.

1.54. “ JCAHO ” means the Joint Commission on Accreditation of Healthcare Organizations.

1.55. “ Judgment ” means any order, writ, injunction, citation, award, decree or other judgment of any nature of any Governmental Body.

1.56. “ Latest Balance Sheet ” shall have the meaning set forth in Section 4.18.1.

1.57. “ Law ” means any provision of any foreign, federal, state or local law, statute, ordinance, charter, constitution, treaty, code, rule, regulation or guideline.

1.58. “ Material Adverse Change ” means any effect or change that would be (or would be reasonably expected to be) materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Seller, taken as a whole (regardless of whether or not such adverse effect or change can be or has been cured at any time or whether Buyer has knowledge of such effect or change on the date hereof).

1.59. “ Net Working Capital ” means Current Assets minus Current Liabilities determined in accordance with GAAP.

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1.60. “ Non-Assigned Contract ” shall have the meaning set forth in Section 2.1.1(e).

1.61. “ Note ” shall have the meaning set forth in Section 3.1.2.

1.62. “ Notice of Claim ” shall have the meaning set forth in Section 11.5.

1.63. “ Obligation ” means any indebtedness, liability or obligation of any nature, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise.

1.64. “ Permit ” means any license, permit, approval, waiver, order, authorization, right or privilege of any nature, granted, issued, approved or allowed by any Governmental Body.

1.65. “ Person ” means any individual, Entity or Governmental Body.

1.66. “ Presumption ” shall have the meaning set forth in Section 10.3(b).

1.67. “ Proceeding ” means any demand, claim, suit, action, litigation, investigation, arbitration, administrative hearing or other similar proceeding of any nature.

1.68. “ Purchase Price ” shall have the meaning set forth in Section 3.1.

1.69. “ Purchase Price Allocation ” shall have the meaning set forth in Section 3.3.1.

1.70. “ Real Property ” means any real estate, land, building, condominium, town house, structure or other real property of any nature, all shares of stock or other ownership interests in cooperative or condominium associations or other forms of ownership interest through which interests in real estate may be held, and all appurtenant and ancillary rights thereto including easements, covenants, water rights, sewer rights and utility rights.

1.71. “ Reportable Transaction ” shall have the meaning set forth in Section 4.14.7.

1.72. “ Seller ” shall have the meaning set forth in the preamble.

1.73. “ Seller Damages ” shall have the meaning set forth in Section 11.2.1.

1.74. “ Seller Group ” shall have the meaning set forth in Section 11.1.1.

1.75. “Seller’s Knowledge ” or “to the knowledge of Seller” or similar terms shall mean any particular fact or matter actually known or that which could reasonably be expected to be known by the Shareholder, Jeffrey Ludovici and Marilyn Kostoff. The Shareholder is conclusively presumed to have actual knowledge of all information contained in the books, records and files of Shareholder, Seller and FCCS.

1.76. “ Seller Employee Benefit Plans ” shall have the meaning set forth in Section 9.7.

1.77. “ Seller Indemnitees ” shall have the meaning set forth in Section 11.2.1

1.78. “ Seller’s Intangibles ” shall have the meaning set forth in Section 4.8.

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1.79. “ Seller’s Obligations ” shall have the meaning set forth in Section 8.1.17.

1.80. “ Seller’s Real Property ” shall have the meaning set forth in Section 4.27

1.81. “ Software ” means any computer program, operating system, application, firmware or software of any nature, whether operational, active, under development or design, non-operational or inactive including all object code, source code, comment code, algorithms, processes, formulae, interfaces, navigational devices, menu structures or arrangements, icons, operational instructions, scripts, commands, syntax, screen designs, reports, designs, concepts, visual expressions, technical manuals, test scripts, user manuals and other documentation therefor, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature and any data bases necessary to operate any such computer program, operating or other system, application, firmware of software.

1.82. “ Specified Assets ” shall have the meaning set forth in Section 2.1.1.

1.83. “ Specified Contracts ” shall have the meaning set forth in Section 4.10.

1.84. “ Specified Liabilities ” shall have the meaning set forth in Section 2.1.3.

1.85. “ Tangible Property ” means any furniture, fixtures, leasehold improvements, vehicles, Inventory, office equipment, computer equipment, other equipment, machinery, tools, forms, supplies or other tangible personal property of any nature.

1.86. “ Tax ” means (a) any foreign, federal, state or local income, earnings, profits, gross receipts, franchise, capital stock, net worth, sales, use, value added, occupancy, general property, real property, personal property, intangible property, transfer, fuel, excise, payroll, withholding, unemployment compensation, social security, retirement or other tax of any nature; (b) any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment, sewer rent or other fee or charge of any nature; and (c) any deficiency, interest or penalty imposed with respect to any of the foregoing.

1.87. “ Tax Allocation Form ” shall have the meaning set forth in Section 3.3.1.

1.88. “ Tax Return ” means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, reassessment, collection or payment of any Tax or any exemption therefrom, or in connection with the administration, implementation or enforcement of or compliance with any law relating to any Tax, including any amendment thereto.

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2. The Transaction.

2.1. Sale and Purchase of Specified Assets.

Subject to the terms and conditions of this Agreement, at the Closing, (a) Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Specified Assets, free and clear of any and all Encumbrances, and (b) Seller shall assign to Buyer, and Buyer shall assume, the Specified Liabilities.

2.1.1. Specified Assets.

The “ Specified Assets ” means all Assets of Seller as of the Closing Date, wherever located and whether or not reflected on Seller’s books and records, excluding the Excluded Assets. The Specified Assets include the following Assets:

(a) All Intangibles owned by Seller or under development by Seller as of the Closing Date.

(b) All of Seller’s Current Assets including, without limitation, its Accounts Receivable for services rendered on the Effective Date and thereafter, prepaid expenses, security deposits, rent escrows, and other prepayments, deposits and escrows.

(c) All of Seller’s Tangible Property, as set forth on Schedule 2.1.1(c) .

(d) All Software set forth on Schedule 2.1.1(d) , and all other Software used by Seller and which is not an Excluded Asset.

(e) All of Seller’s Contract Rights under the Specified Contracts (described on Schedule 4.10.2(b) ) (“ Assumed Specified Contracts ”), but excluding Contract Rights under (i) this Agreement and any other Contracts entered into by Seller with Buyer in connection with the transactions contemplated by this Agreement; (ii) all Contract Rights under any Assumed Specified Contracts requiring a Consent that is not obtained on or before the Closing Date (“ Non-Assigned Contracts ”); provided that, once such Consent is obtained, the Contract Rights under such Specified Contract shall be deemed, automatically and without further action by the Parties, to be included in the Specified Assets as of the date such material Consent is delivered to Buyer.

(f) All insurance benefits, including rights and proceeds, arising from or relating to the Specified Assets or Specified Liabilities prior to the Closing Date (it is understood that Seller will not assign insurance policies to Buyer).

(g) All rights under all Permits granted or issued to Seller or otherwise held by Seller to the extent assignable or transferable.

(h) All of Seller’s rights with respect to telephone numbers, telephone directory listings and advertisements and all of Seller’s goodwill.

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(i) All of Seller’s customer lists, prospect lists, supplier lists, referral sources, data bases, computer media, sales, advertising and marketing materials, invoices, correspondence, files, financial and accounting data, books and records, but excluding (i) Seller’s corporate minute books, stock books and related organizational documents; (ii) Seller’s tax records; and (iii) Seller’s files, books and records relating to the Excluded Assets or to Seller’s Obligations not included in the Specified Liabilities (provided that Seller shall provide to Buyer copies of all files, books and records which relate to (a) the Excluded Assets, and the Specified Assets, or (y) both Seller’s Obligations not included in the Specified Liabilities, and the Specified Liabilities).

(j) All of Seller’s claims, causes of action and other legal rights and remedies (other than claims under insurance policies provided the insurance benefits as described in Section 2.1.1(f) are transferred and conveyed to Buyer), whether or not known as of the date hereof, relating to Seller’s ownership of the Specified Assets and/or the performance of the Business, but excluding causes of action and other legal rights and remedies of Seller (i) against Buyer with respect to the transactions contemplated by this Agreement; or (ii) to the extent relating to the Excluded Assets or to Seller’s liabilities not included in the Specified Liabilities.

2.1.2. Excluded Assets.

Notwithstanding anything to the contrary contained in Section 2.1.1 or elsewhere in this Agreement, the following Assets of Seller (collectively, the “ Excluded Assets ”) are not part of the sale and purchase contemplated hereunder, are excluded from the Specified Assets and shall remain the property of Seller after the Closing:

(a) All of Seller’s Cash Assets and bank accounts;

(b) All of Seller’s Accounts Receivable for services rendered prior to the Effective Date.

(c) (i) Seller’s corporate minute books, stock books and related organizational documents; (ii) Seller’s tax records; and (iii) Seller’s files, books and records relating to the Excluded Assets or to Seller’s Obligations not included in the Specified Liabilities;

(d) the shares of capital stock of Seller held in treasury;

(e) all personnel records and other records that Seller is required by Law to retain;

(f) all claims for refund of Taxes and other Governmental Body charges of whatever nature;

(g) all rights under all Insurance Policies owned, held or maintained by Seller or its predecessors (except as set forth in Section 2.1.1(f) and 2.1.1(j)).

(h) all rights of Seller under this Agreement and all agreements contemplated hereby;

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(i) those assets set forth on Schedule 2.1.2 ; and

(j) causes of action and other legal rights and remedies of Seller (i) against Buyer with respect to this Agreement and the transactions contemplated by this Agreement; or (ii) to the extent relating to the Excluded Assets, or to Seller’s liabilities not included in the Specified Liabilities.

2.1.3. Specified Liabilities of Seller.

The “ Specified Liabilities ” means liabilities and obligations of Seller as of the date hereof under those Assumed Specified Contracts (as described and set forth in Schedule 4.10.2(b) ) to which Seller is a party, provided that the incurrence or existence of any such liability or Contract does not constitute a breach or failure of, or a default under, any representation, warranty, covenant or other provision of this Agreement, but only to the extent that such liabilities arise in the ordinary course of performing such Assumed Specified Contracts, in accordance with their respective terms and are not due to any breach or default by Seller under any such Assumed Specified Contract. Notwithstanding the foregoing, the Specified Liabilities of Seller shall not include the liabilities and obligations of Seller under (i) this Agreement or any other Contracts entered into by Seller with Buyer in connection with the transactions contemplated by this Agreement; (ii) any Contracts that constitute or evidence Seller’s Insurance Policies or Seller Employee Benefit Plans; and (iii) any Contracts relating to the formation or acquisition of Seller or any of Seller’s predecessors.

2.2. No Other Liabilities.

Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller other than the Specified Liabilities, and all Obligations of Seller other than the Specified Liabilities shall remain the sole responsibility of Seller (the “ Excluded Liabilities ”). Without limiting the generality of the foregoing, Buyer shall not in any manner assume or be liable or responsible for, or acquire any Assets of Seller subject to, any of the following Obligations of Seller (which constitute, individually and collectively, the Excluded Liabilities):

2.2.1. Affiliates.

Any Obligation of Seller set forth on Schedule 2.2.1 that exists at or prior to the Closing Date to any shareholder or any current or former shareholder, member, partner, director or controlling Person of Seller, or to any other Person affiliated with Seller, their affiliates and predecessors including Obligations for dividends declared but not paid (“ Affiliate Obligations ”).

2.2.2. Taxes.

Any Obligation for any Tax, including (a) any Tax payable by Seller with respect to Seller’s Business operations; (b) any Tax payable by Seller with respect to the ownership, possession, purchase, lease, sale, disposition or use of any of Seller’s Assets at any time on or before the Closing Date; and (c) any Tax resulting from the sale of the Specified Assets to Buyer

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or otherwise resulting from the transactions contemplated by this Agreement, including without limitation any income Taxes and, sales, use, excise or other transfer Taxes incurred by Seller as a result of the transaction.

2.2.3. Obligations Relating to Products and Services.

Any Obligation arising out of or relating to products or services of Seller to the extent under development or design, produced or sold prior to the Closing Date other than to the extent assumed under Section 2.1.3.

2.2.4. Proceedings relating to Pre-Closing Operations of Seller.

Any Obligation of Seller arising out of a Proceeding commenced after the Closing Date to the extent that it relates to any event or circumstance that existed prior to the Closing Date.

2.2.5. Contracts.

Any Obligation under any Contract assumed by Buyer pursuant to Section 2.1.1 that arises after the Closing Date to the extent that such liability arises out of or relates to any breach that occurred prior to the Closing Date.

2.2.6. Transaction Related.

Any Obligation that was or is incurred by Seller in connection with the negotiation, execution or performance of this Agreement and any other Contracts entered into between Buyer and Seller, or among Seller, Buyer and other parties, in connection with the transactions contemplated by this Agreement.

2.2.7. Defaults.

Any Obligation, to the extent the incurrence or existence of which constitutes or will constitute a breach or failure by Seller of, or a default by Seller under, any representation, warranty, covenant or other provision of this Agreement.

2.2.8. Employees.

Any Obligation to any or all Employees of Seller including Obligations under Seller’s Employee Benefit Plans, Obligations for severance pay, bonuses (retention or otherwise) and other termination benefits, and any Obligation arising out of or relating to any Employee grievance based on events occurring prior to the Closing, whether or not the affected Employees are hired by Buyer.

2.2.9. Infringement.

Any Obligation arising in connection with or related to Seller’s (or any of Seller’s predecessors’) actual or alleged infringement, violation, or misappropriation of or interference with any Intellectual Property Right of any Person.

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2.2.10. Indemnification.

Any Obligation to indemnify, reimburse or advance amounts to any officer, director, Employee or agent of Seller.

2.2.11. Environmental.

Any environmental, health and safety Obligations arising out of or relating to the performance of the Business or Seller’s leasing, ownership or operating of Seller’s Real Property prior to the Closing, including, without limitation, those Obligations that arise under Environmental Laws.

2.2.12. Undisclosed Obligations. Any Obligation not disclosed by Seller pursuant to Section 4.18 hereof.

2.2.13. Compliance.

Any Obligation arising out of or resulting from Seller’s compliance or non-compliance with any legal requirement or order of any Governmental Body.

2.2.14. Encumbrances.

Any Encumbrance on or affecting Seller’s Assets including the Specified Assets (other than Encumbrances on Specified Assets arising out of actions taken by Buyer after the Closing Date).

3. Purchase Price.

3.1. Purchase Price.

Subject to the adjustments set forth in Section 3.4, the total purchase price for the Specified Assets (“ Purchase Price ”) shall be consideration in the amount up to Ten Million Dollars ($10,000,000.00), which shall be paid by Buyer to Seller as follows:

3.1.1. Buyer shall pay to Seller, by wire transfer on the Closing Date, the amount of Eight Million Two Hundred Thousand Dollars ($8,200,000.00) (the “ Closing Date Payment ”) less the Agreed Upon Net Working Capital.

3.1.2. Buyer shall deliver to Seller an unsecured, subordinated promissory note in aggregate amount of One Million Eight Hundred Thousand Dollars ($1,800,000.00) and being in the form as set forth in the form of Note attached as Exhibit B (the “ Note ”).

3.2. Reserved.

3.3. Allocation of Purchase Price.

3.3.1. Seller and Buyer recognize and shall comply with their mutual obligations pursuant to Section 1060 of the Code (and any similar provisions of state, local or foreign law)

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and the Treasury Regulations promulgated thereunder to timely file IRS Form 8594 Asset Acquisition Statement (and any corresponding state, local or foreign form required by a Government Body) (the “ Tax Allocation Form ”) with their respective Tax Returns. The Purchase Price and the Specified Liabilities shall be allocated among the Specified Assets in accordance with the Latest Balance Sheet, which shall be jointly agreed to by Seller and Buyer (the “ Purchase Price Allocation ”). Seller and Buyer shall timely file the Tax Allocation Form and all Tax Returns in accordance with the Purchase Price Allocation. Neither Seller nor Buyer shall take any position in any Tax Return, tax proceeding or audit that is inconsistent with the Purchase Price Allocation.

3.4. Reserved.

3.5. Currency and Method of Payment.

All dollar amounts stated in this Agreement are stated in United States currency, and all payments required under this Agreement shall be paid in United States currency. All payments required under this Agreement shall be made by wire transfer of immediately available United States federal funds.

4. Representations and Warranties of Seller and Shareholder.

As a material inducement to Buyer to enter into this Agreement, knowing that Buyer is relying thereon, and to carry out the transactions contemplated hereunder, Seller and the Shareholder, jointly and severally, represent, warrant and covenant to Buyer that, except as specifically referenced in this Agreement and as set forth on Disclosure Schedules hereto furnished to Buyer prior to execution hereof and attached hereto specifically identifying the relevant Section and subsection hereof, which exceptions shall be deemed to be part of these representations and warranties as if made hereunder:

4.1. Organization, Good Standing, Qualification and Capitalization.

4.1.1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Seller is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required. Seller has all required power and authority necessary to own and operate its properties, to carry on its business, as now conducted, and to carry out the transactions contemplated by this Agreement.

4.1.2. Seller does not own any securities of any corporation or any other interest in any Person. Except as set forth on Schedule 4.1.2 , Seller has never acquired or succeeded to all or any portion of the Assets or businesses of any other Person, and there is no other Person that may be deemed to be a predecessor of Seller.

4.1.3. Schedule 4.1.3 sets forth, for Seller: (i) its exact legal name; (ii) its corporate business form and jurisdiction and date of formation; (iii) its federal employer identification number; (iv) its headquarters address, telephone number and facsimile number; (v) its members or managers and officers, indicating all current title(s) of each individual; (vi) its

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registered agent and/or office in its jurisdiction of formation (if applicable); (vii) all foreign jurisdictions in which it is qualified or registered to do business, the date it so qualified or registered, and its registered agent and/or office in each such jurisdiction (if applicable); (viii) all fictitious, assumed or other names of any type that are registered or used by it or under which it has done business in the past two (2) years; and (ix) any name changes, recapitalizations, mergers, reorganizations or similar events in the past two (2) years.

4.1.4. Seller is owned by those Persons listed on Schedule 4.1.4 , and no other Person has any ownership interest in Seller. The Specified Assets are owned directly by Seller, and no other Person has any direct or indirect ownership interest in them. No other Person has any right, option, warrant, subscription or other arrangement to purchase the Specified Assets.

4.2. Subsidiaries.

Seller does not presently own or control, directly or indirectly, or hold any rights to acquire, any interest in any other corporation, association or other business Entity nor has Seller ever held such interest. Except as set forth in Schedule 4.2 , Seller is not a participant in any joint venture, partnership or similar arrangement nor has Seller ever been a participant in any such arrangement.

4.3. Authorization.

Seller and the Shareholder each has the right, power, capacity and authority to enter into and perform its or her obligations under this Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller and the Shareholder, has been duly authorized by all necessary actions by its board of directors and equity owners, as applicable. This Agreement constitutes a valid and legally binding obligation of Seller and of the Shareholder, enforceable in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.4. Compliance with Laws.

4.4.1. Except as set forth on Schedule 4.4.1 : (a), Seller is presently in full compliance with each Judgment and with each Law that is applicable to it or to the conduct of the Business or the ownership or use of the Specified Assets; (b) except where such non-compliance would not, individually or in the aggregate, result in a Material Adverse Change, Seller has at all times in the past been in full compliance with each Judgment or Law that is or was applicable to it or to the conduct of the Business or use of Specified Assets; (c) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result in a violation by Seller of, or a failure on the part of Seller to comply with, any Judgment or Law; and (d) Seller has not received, at any time, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of, or failure to comply with, any Judgment or Law, except where such failure or violation would not, individually or in the

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aggregate, result in a Material Adverse Change, (ii) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature in either case of (i) or (ii) which has not been resolved without further liability or obligation of Seller on a going-forward basis, or (iii) the loss of participation in any governmental program applicable to the Business.

4.4.2. There are no survey, monitoring and/or audit reports prepared by any Government Body in connection with reviewing compliance by Seller with respect to the Business in connection with any governmental programs or Laws which have been delivered to Seller nor for which unresolved matters remain outstanding, except as set forth on Schedule 4.4.2 , and all such reports have been made available to Buyer. Except as set forth in Schedule 4.4.2 , at no time has Seller been suspended from providing services (including the direction of a Governmental Body not to renew a contract), from participation in any government programs with respect to the Business.

4.4.3. (a) Except as set forth on Schedule 4.4.3(a) , Seller does not hold any Permits for participation in, and is not a party to any provider agreements for payment or any government programs for the provision of services provided as part of the Business. No service location of Seller receives any payments pursuant to any government program(s).

(b) Except as set forth in Schedule 4.4.3(b) : (i) Seller is in compliance with all conditions of participation in and eligibility requirements for applicable government programs applicable to Seller; (ii) Seller has timely filed with each Governmental Body all cost reports or similar filings required to be filed by it under federal and state law in connection with its operations, except where failure to timely file would not, individually or in the aggregate, result in a Material Adverse Change, and all such cost reports or similar filings comply in all material respects with applicable legal requirements; and (iii) all billing practices of Seller have been in material compliance with all applicable Laws and Seller has not billed for or received any payment or reimbursement in excess of amounts allowed by Laws.

(c) Except as set forth on Schedule 4.4.3(c) , with respect to the Seller there does not exist (i) any, nor to the knowledge of Seller there are no pending, statutory or regulatory changes or any administrative rulings which would adversely affect the Business, (ii) any retroactive and/or prospective rate adjustments or, to the knowledge of Seller, there are no pending, or threatened, recapture, offset, recoupment or withholding of payments which would affect the level of program payments received by Seller with respect to the Business, and/or (iii) any freezes and/or funding reductions related to payments received by Seller from any government programs or other third party payors with respect to the Business and/or (iv) any, nor to the knowledge of Seller there no currently pending or threatened, investigations (other than routine agency monitoring) of Seller by, or loss or suspension of participation in, any government programs with respect to the Business. Except as set forth on Schedule 4.4.3(c) , Seller has not exceeded any cap or ceiling applicable to payments which may be received from any government programs applicable to the Business during any period, and Seller has no obligation to return or refund to any government programs or Governmental Body any payments received in excess of any applicable payment cap or ceiling with respect to the Business.

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4.4.4. Except as set forth on Schedule 4.4.4 : Seller has no liabilities to any third party fiscal intermediary or carrier administering the government programs, directly to the government programs or any Governmental Body or to any other third party payer for the recoupment of any amounts previously paid to Seller by any such third party fiscal intermediary or carrier, government program or other third party payer with respect to the Business. There are no pending and, to the knowledge of Seller, threatened actions by any third party fiscal intermediary or carrier, government program or other third party payer to suspend payments to Seller with respect to the Business.

4.4.5. Except as set forth in Schedule 4.4.5 , Seller has never filed any cost reports.

4.4.6. Without in any way limiting the foregoing provisions contained in this Section 4.4, Seller has provided to and/or obtained from any applicable Governmental Body, and continues to maintain, all Permits necessary for Seller to qualify for any governmental program payment or reimbursement in which Seller participates with respect to the Business.

4.5. Consents.

4.5.1. Except as set forth on Schedule 4.5.1 , no Consent of any Person, or registration, qualification, designation, declaration or filing with, any federal, state or local Governmental Body on the part of Seller is required in connection with the consummation of the transactions contemplated by this Agreement.

4.5.2. Except as set forth on Schedule 4.5.2 , the execution and delivery of this Agreement by Seller or the Shareholder does not, and the consummation of the transactions contemplated hereby will not, (a) conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or (b) give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit or a right of indemnification under (i) any provision of the Articles of Incorporation or By-Laws of Seller, (ii) any Contract to which Seller or Shareholder is bound, or (iii) any Permit, judgment, order or decree applicable to Seller, or its properties or Assets or (iv) any Law or any other legal requirement of any Governmental Body applicable to Seller.

4.6. Customers and Prospects.

The customers who have contracts with FCCS for whom Seller performs BHRS are listed on Schedule 4.6 . Schedule 4.6 contains an accurate and complete list of all material current prospects and bids for contracts of FCCS for whom Seller may perform BHRS. Except as set forth on Schedule 4.6 , none of FCCS customers for whom Seller performs BHRS have given notice or otherwise indicated to Seller that (a) it will or intends to terminate or not renew its Contract with FCCS before the scheduled expiration date, (b) it will otherwise terminate, modify or change its relationship with FCCS, or (c) it may otherwise reduce the volume of business transacted with FCCS below historical levels. Except as set forth on Schedule 4.6 , Seller has not experienced any problems with FCCS’ customers which would constitute a Material Adverse Change. Subject to obtaining required consents described in Schedule 4.5.1 , to the knowledge of Seller, the transactions contemplated hereby will not adversely affect the existing contractual relationships with any of FCCS’ customers for whom Seller performs BHRS.

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4.7. Litigation.

Except as set forth on Schedule 4.7 , there is no action, suit, proceeding or investigation pending or to Seller’s knowledge, currently threatened against Seller (or, to Seller’s knowledge, threatened against or affecting any of the officers, directors, managers or employees of Seller) including any such action, suit, proceeding or investigation (a) that questions the validity of this Agreement or the right of Seller to enter into this Agreement or to consummate the transactions contemplated hereby or thereby, (b) that might result, either individually or in the aggregate, in a Material Adverse Change, financially or otherwise, or (c) that might result in any change in the current equity ownership of Seller. Seller has no knowledge that there are any basis for the foregoing. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened (or any basis therefore known to Seller) involving the current or prior employment of any of Seller’s employees, their use in connection with the Business of any information or techniques or other Intangibles allegedly proprietary to any of their former employers or their obligations under any agreements with any current or prior employers. Except as set forth on Schedule 4.7 , Seller is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. Seller has not received any opinion or memorandum or legal advice from legal counsel to the effect that it is exposed, from a legal standpoint, to any liability or adverse effect which may be material to the Business now or in the future. There is no action, suit, proceeding or investigation by Seller currently pending or that Seller intends to initiate.

4.8. Intellectual Property.

4.8.1. Schedule 4.8 contains a complete and accurate list of all Intangibles owned, marketed, licensed, supported, maintained, used or under development or design by, or licensed to or with regard to which rights are granted to, Seller, or in which Seller otherwise has any interest, in any part of the world (the “Seller’s Intangibles”), which are (a) registered by Seller with any Governmental Body or for which a registration application has been filed by Seller with any Governmental Body or which are otherwise material trade names or trademarks used by Seller in connection with the Business (b) developed specifically for, and owned by or licensed to, Seller (including, without limitation, any proprietary software of Seller, and (c) material Software used in connection with operation of Seller (other than off-the-shelf Software used pursuant to “shrink-wrap” or “click-wrap” licenses obtained in the ordinary course of business). Schedule 4.8 also includes, with respect to Intangibles described in the immediately preceding sentence, (a) a brief description of such Intangible and the owner of the right, title and interest in and to the such Intangible and (c) the names of the jurisdictions covered by the applicable registration or application, and, in the case of Software, a product description. Except as set forth on Schedule 4.8, no other Intangibles, other than the goodwill of Seller, are used to operate Seller. Seller is the absolute legal and beneficial owner of Seller’s Intangibles, or, to the extent not owned by Seller, has and at all times has had the right to use Seller’s Intangibles pursuant to a valid written license (except as set forth with respect to curriculum, and certain Software and Intangibles provided by Seller ‘s customers as described on Schedule 4.8), a complete and accurate copy of which written licenses (other than licenses for off-the-shelf

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Software used pursuant to “shrink-wrap” or “click-wrap” licenses in the ordinary course of business) have been provided to Buyer. All documents that are relevant to the title or interest of Seller in any Seller’s Intangible are in the possession of Seller. Except as set forth on Schedule 4.8, Seller has not commissioned, engaged or used any third parties to create or contribute to any work for it that may contain or produce Intellectual Property Rights, and has not entered into any Contracts or arrangements with any of its officers or other Employees or any other Persons such that any of those Persons may retain any Intellectual Property Rights in work they create for or contribute to Seller during the course of their engagement by Seller. No Intangibles owned by any current, former, or prospective employee of Seller are or have been used in Seller or the Business or are necessary for the Business as presently conducted or proposed to be conducted by Seller, except to the extent such Intangibles have been irrevocably assigned or licensed to Seller as of the Closing Date pursuant to a valid written document, a complete and accurate copy of which document has been provided to Buyer.

4.8.2. Except as set forth on Schedule 4.8 , Seller has good and marketable title to, and has the full right to use, all of Seller’s Intangibles, free and clear of any Encumbrance, restriction on use or disclosure obligations. No rights or permission of Seller or any other Person are necessary to use, make, manufacture, reproduce, distribute, display, perform, market, license, sell, offer to sell, modify, adapt, translate, enhance, improve, update, and/or create derivative works based upon Seller’s Intangibles.

4.8.3. Schedule 4.8 also contains a complete and accurate list of all licenses and other rights granted by Seller to any Person with respect to any Intangibles or Intellectual Property Rights and all licenses and other rights granted by any Person to Seller with respect to any Intangibles or Intellectual Property Rights, in each case identifying the subject Intangible or Intellectual Property Rights. To Seller’s Knowledge, the owners of any Intellectual Property Rights licensed to Seller have taken all necessar