ASSET PURCHASE AGREEMENT

Exhibit 2.2

THIS AGREEMENT IS SUBJECT TO ARBITRATION
PURSUANT TO SECTION 15-48-10, ET SEQ., OF THE SOUTH
CAROLINA CODE OF LAWS (THE SOUTH CAROLINA UNIFORM
ARBITRATION ACT), AS MODIFIED HEREIN.

ASSET PURCHASE AGREEMENT

between

AMEDISYS SC, L.L.C.

“BUYER”

AND

WINYAH HEALTH CARE GROUP, LLC

WINYAH HOME HEALTH CARE-MIDLANDS, INC.

WINYAH HOME HEALTH CARE OF THE LOWCOUNTRY, LLC

WINYAH HOME HEALTH CARE OF THE GRAND STRAND, LLC

WINYAH HOME HEALTH CARE, INC.

“SELLERS”

Dated as of February 1, 2005

TABLE OF CONTENTS

i

ii

iii

EXHIBITS

iv

SCHEDULES

v

THIS AGREEMENT IS SUBJECT TO ARBITRATION

PURSUANT TO SECTION 15-48-10, ET SEQ., OF THE SOUTH

CAROLINA CODE OF LAWS (THE SOUTH CAROLINA UNIFORM

ARBITRATION ACT), AS MODIFIED HEREIN.

ASSET PURCHASE AGREEMENT

      THIS IS AN ASSET PURCHASE AGREEMENT (this “Agreement”), made as of this 1st day of February, 2005, by and among WINYAH HEALTH CARE GROUP, LLC , a Delaware limited liability company, WINYAH HOME HEALTH CARE-MIDLANDS, INC. , a South Carolina corporation, WINYAH HOME HEALTH CARE OF THE LOWCOUNTRY, LLC , a South Carolina limited liability company, WINYAH HOME HEALTH CARE OF THE GRAND STRAND, LLC , a South Carolina limited liability company, and WINYAH HOME HEALTH CARE, INC. , a South Carolina corporation (collectively, “Sellers”), and AMEDISYS SC, L.L.C. , a South Carolina limited liability company (“Buyer”).

R E C I T A L S :

     A. Sellers own and operate a home health care business in various locations in South Carolina (collectively, the “Business”).

     B. Sellers are willing to sell to Buyer, and Buyer is willing to purchase from Sellers, right, title and interest in and to Sellers’ assets and properties related to the Business, on the terms and subject to the conditions set forth herein.

      NOW, THEREFORE , in consideration of the Recitals and the mutual covenants, conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

ARTICLE 1.

DEFINITIONS

     1.1 Definitions. Except as specified otherwise, when used in this Agreement and any Exhibits or Schedules, the following terms shall have these meanings:

           “Affiliate” shall mean with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person;

           “Agreement” shall mean this Asset Purchase Agreement, together with the Recitals, Schedules and Exhibits, each of which are incorporated into this Agreement by this reference, as the same shall be amended from time to time in accordance with the terms hereof;

           “Assigned Contracts” shall mean the Contracts which Sellers are assigning to Buyer pursuant to this Agreement, all of which are set forth on Schedule 1.2(a) ;

1

           “Assumed Employee” shall mean a Sellers’ Employee who becomes an employee of Buyer, as contemplated by Section 4.17(b);

           “Assumed Liabilities” shall mean only (i) the obligations of Sellers listed on Schedule 1.3 ; (ii) the obligations of Sellers for Accrued PTO associated with the Assumed Employees as of the Closing Date, as limited by the Maximum PTO Obligation, as set forth in Section 10.2 of this Agreement; and (iii) the Assigned Contracts and the Leases, in each case arising from and accruing with respect to the operation of the Business after the Closing Date;

           “Assumption Agreement” shall mean an instrument in the form of EXHIBIT “A” attached hereto;

           “Benefit Arrangement” shall mean a benefit program or practice providing for bonuses, incentive compensation, vacation pay, severance pay, insurance, restricted stock, stock options, employee discounts, tuition reimbursement or any other perquisite or benefit (including, without limitation, any fringe benefit under Section 132 of the Code) to employees, officers or independent contractors of Sellers that is not a Plan;

           “Bill of Sale and Assignment” shall mean an instrument in the form of EXHIBIT “B” attached hereto;

           “Buyer” shall mean Amedisys SC, L.L.C., a South Carolina limited liability company;

           “Buyer’s Closing Certificate” shall mean the certificate of the Secretary of Buyer in the form of EXHIBIT “C” attached hereto;

           “Buyer’s Performance Certificate” shall mean the certificate of an authorized officer of Buyer in the form of EXHIBIT “D” attached hereto;

           “Cash” shall mean all moneys of Sellers, whether in the form of cash, cash equivalents, marketable securities, short term investments or deposits in bank or other financial institution accounts of any kind;

           “Cash Escrow Agreement” shall mean the Cash Escrow Agreement in the form of EXHIBIT “Q” attached hereto;

           “Certificates of Need” shall mean those certificates of need associated with the Business and described on Schedule 1.1 ;

           “Closing” shall mean the consummation of the transactions contemplated by this Agreement to be conducted on the Closing Date at such time and place as may be mutually agreed by the parties, and which may be perfected by the exchange of executed signature pages via facsimile or Adobe Portable Document Format followed by delivery of the original executed signature pages via overnight mail carrier thereafter;

           “Closing Date” shall mean (i) on or before February 1, 2005, after all of the conditions set forth in Articles 7 and 8 hereof have been satisfied or waived; or (ii) such other

2

date as the parties may mutually agree in writing. The Closing shall be deemed effective as of 12:01 a.m. on the Closing Date;

           “Code” shall mean the Internal Revenue Code of 1986, as amended;

           “Contract Assignment” shall mean the Assignment and Assumption of Contracts, in the form of EXHIBIT “F” attached hereto;

           “Contracts” shall mean those agreements entered into by Sellers (other than those included in the Retained Assets and other than the Leases) under which Sellers conduct the Business and which are listed on Schedule 1.2(b) ;

           “Customer Lists” shall mean all lists, documents, written information and computer tapes and programs and other computer readable media used by or in the possession of Sellers concerning past, present and potential purchasers of services from the Business;

           “Employee Benefit Plans” shall mean any Plan or Benefit Arrangement in which any current, former or retired employee of Sellers participates;

           “Employment Agreements” shall mean the Employment Agreements of Gary Cooper and Roddy Urquhart in the form of EXHIBIT “E-1” and “E-2” attached hereto;

           “Environmental Laws” shall mean the rules and regulations of the Environmental Protection Agency and all applicable rules and regulations of federal, state and local laws, including statutes, regulations, ordinances, codes, and rules, as amended, relating to the discharge of air pollutants, water pollutants or process waste water or Hazardous Materials or toxic substances including, but not limited to, the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, each as amended, regulations of the Nuclear Regulatory Agency, and regulations of any state department of natural resources or state environmental protection agency now in effect;

           “Equipment” shall mean the machinery, equipment, furniture, fixtures, furnishings, toolings, leasehold improvements, parts, vehicles and other items of tangible personal property which are listed on Schedule 1.4 ;

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

           “Event of Loss” shall mean any loss, taking, condemnation, damage or destruction of or to any of the Purchased Assets;

           “Financial Statements” shall mean the unaudited financial statements of Sellers described in Section 4.9(a);

           “Hazardous Materials” shall mean any wastes, substances, or materials (whether solids, liquids or gases) that are deemed hazardous, toxic, pollutants, or contaminants, including, without limitation, substances defined as “hazardous wastes,” “hazardous substances,”

3

“toxic substances,” “radioactive materials,” or other similar designations in, or otherwise subject to regulation under, any Environmental Laws. “Hazardous Materials” includes, but is not limited to, polychlorinated biphenyls (PCB’s), asbestos, lead-based paints, infectious wastes, radioactive materials and wastes and petroleum and petroleum products (including, without limitation, crude oil or any fraction thereof);

           “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996, as amended;

           “Interim Financial Statements” shall mean the financial statements of Sellers described in Section 4.9(b);

           “Knowledge of Sellers” shall mean the actual knowledge of Gary Cooper or such knowledge he should have based upon a reasonable investigation of Sellers and the Business;

           “Leases” shall mean those leases of Real Property listed on Schedule 1.5;

           “Lease Assignment” shall mean the Assignment and Assumption of Lease in the form of EXHIBIT “H” attached hereto;

           “Lease Estoppel Letters” shall mean letters from Persons who have leased Real Property to Sellers in the form of EXHIBIT “I” attached hereto or in such other form as is acceptable to Buyer’s lenders;

           “Letter Agreement” shall mean that certain letter of intent between Sellers and Buyer’s affiliates, as amended, a copy of which is attached hereto as EXHIBIT “J” ;

           “License Agreement” shall mean the Agreement entered into between Sellers and Buyer which allows Buyer to utilize the “Winyah” trade name for a period of two (2) years after Closing, in the form of EXHIBIT “K” attached hereto;

           “Licenses” shall mean those licenses, permits, orders, approvals, accreditations and authorizations issued by any governmental authority which are used by the Business, including the Certificates of Need, true copies of which are attached to Schedule 1.6 ;

           “Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien, lease (including any capitalized lease) or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any of the Purchased Assets, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement and the filing of or agreement to give any financing statement with respect to any of the Purchased Assets under the Uniform Commercial Code of the State of South Carolina or comparable law of any jurisdiction;

           “Medicare Assets” shall mean all Medicare, Medicaid and other governmental program provider agreements and related provider numbers, supporting documentation, related correspondence, and all rights of Sellers with respect to the Business to receive income in connection therewith, as set forth on Schedule 1.7 ;

4

           “Noncompetition Agreement” shall mean the Noncompetition Agreement between Sellers and Buyer in the form of EXHIBIT “L” attached hereto;

           “Note” shall mean the Promissory Note to be executed by Buyer’s parent corporation, Amedisys, Inc., a Delaware corporation, in favor of Winyah Health Care Group, LLC, for a portion of the Purchase Price in the form of EXHIBIT “M” attached hereto;

           “Patient Medical Records” shall mean all medical files and records of patients of the Business located on the Real Property.

           “Permitted Liens” shall mean the following Liens: (i) Liens existing on the Closing Date to remain on the Purchased Assets after the Closing as listed on Schedule 1.8 ; (ii) Liens for Taxes, assessments or other governmental charges or levies not yet due; (iii) statutory Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of business of Sellers consistent with past practices for amounts not yet due; (iv) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business of Sellers consistent with past practices in connection with worker’s compensation, unemployment insurance or other types of social security; (v) with respect to interests in real property, minor defects of title, easements, rights-of-way, restrictions and other similar charges or encumbrances not materially detracting from the value of such real property or interfering with the ordinary conduct of the Business; and (vi) Liens created by or through Buyer or any of its Affiliates;

           “Person” shall mean any natural person, general or limited partnership, corporation, association, limited liability company or other entity;

           “Plan” shall mean any plan, program or arrangement, whether or not written, that is or was: (a) an “employee benefit plan” as such term is defined in Section 3(3) of ERISA (i) which was or is established or maintained by Sellers, (ii) to which Sellers contributed or were obligated to contribute or to fund or provide benefits, or (iii) which provides or promises benefits to any person who performs or who has performed services for Sellers and because of those services is or has been (A) a participant therein or (B) entitled to benefits thereunder; (b) an “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA, including, without limitation, any such plan that satisfies, or is intended by Sellers to satisfy, the requirements for tax qualification described in Section 401 of the Code; (c) a “multi-employer plan” as such term is defined in Section 3(37) of ERISA; or (d) an “employee welfare benefit plan” as such term is defined in Section 3(1) of ERISA;

           “Purchase Price” shall mean that amount set forth in Section 2.2 hereof;

           “Purchased Assets” shall mean (i) the Assigned Contracts; (ii) the Customer Lists; (iii) the Equipment; (iv) the leasehold interests created by the Leases; (v) the Licenses (to the extent transferable); (vi) the Medicare Assets (to the extent transferable); (vii) the Records; (viii) all inventory (if any) owned by Sellers and used by Sellers in the operation of the Business; (ix) all telephone numbers and listings used by Sellers in the operation of the Business, if transferable; (x) goodwill and going concern value associated with the Business; (xi) the License Agreement (xii) and the Patient Medical Records;

5

           “Real Property” shall mean with respect to the Business, Sellers’, or Sellers’ affiliates’, leasehold interest in the real property as more particularly described on Schedule 1.9 and all buildings, improvements and fixtures thereon, together with all rights of way, easements, strips and gores, privileges and appurtenances pertaining thereto, including any right, title and interest of Sellers in and to any street adjoining any portion of the Real Property;

           “Records” shall mean with respect to the Business, to the extent permitted under applicable law or regulation, including but not limited to HIPAA, all existing data, data bases, books, records, correspondence, business plans and projections, records of sales, vendor records, lists, marketing and advertising files and materials, administrative and other files, papers, and copies of historical personnel payroll and personnel medical records, if any, of each of the Assumed Employees in the possession of Sellers, including, without limitation, employment applications, corrective action reports, disciplinary reports, notices of transfer, notices of rate changes, other similar documents, and any summaries of such documents regularly prepared by Sellers; all reported medical claims made for each Assumed Employee; all manuals and printed instructions of Sellers relating to the Purchased Assets and to the operation of the Business; and copies (electronic or otherwise) of all confidential and nonconfidential, personally identifiable or aggregated, patient data, records and other such information used in, or connection with, the Business solely for patients on service as of the Closing Date, it being expressly understood and agreed that all such records for patients not on service as of the Closing Date shall be deemed Retained Assets;

           “Retained Assets” shall mean those assets of Sellers which are not to be sold and transferred to Buyer pursuant to this Agreement, to include the following: (a) any Cash, including, but not limited to, cash on hand, cash in Sellers’ depositary accounts, and any loan proceeds pursuant to agreements between Sellers and Sellers’ bank(s); (b) Sellers’ minute book and stock records and other organizational documents of Sellers; (c) any and all claims of Sellers with respect to transactions prior to the Closing Date including, without limitation, claims for Tax refunds and refunds of License fees and deposits of all kinds, except to the extent that such claims relate to Assumed Liabilities or the Purchased Assets; (d) all contracts of insurance entered into by Sellers; (e) rights under any agreement or Lease not listed on Schedule 1.2(a) or Schedule 1.5 ; (f) all assets related to the Employee Benefit Plans; (g) all of Sellers’ accounts receivable and all other indebtedness owing to Sellers; (h) any payables from any Affiliate of Sellers; (i) Sellers’ tax identification number(s); (j) cost report receivables (if applicable); (k) any automobiles leased or owned by Sellers; (l) those other assets, if any, specifically described on Schedule 1.10 ; and (m) any other asset or right of Sellers that is not a Purchased Asset;

           “Retained Liabilities” shall mean all obligations and liabilities of Sellers, whether now existing or previously or hereafter incurred, other than the Assumed Liabilities, which Retained Liabilities shall include, but not be limited to: (a) all Taxes that result from or have accrued in connection with the operation of the Business prior to the Closing Date; (b) all liabilities and obligations accruing with respect to the operation of the Business prior to the Closing; (c) all liabilities related to the Employee Benefit Plans; (d) all claims by any federal and/or state governmental agency for excess payments to Sellers under Medicare, Medicaid or similar government reimbursement programs for services or goods provided to Sellers prior to the Closing Date, including, but not limited to, Medicare or Medicaid audits, cost report liabilities, partial episode payment (“PEP”) recoupment and/or any other retroactive take-back

6

liability related to the provision of care by Sellers prior to the Closing; (e) all liabilities and obligations of Sellers under any Contracts and Leases transferred to Buyer in accordance with this Agreement, to the extent that such liabilities and obligations relate to any period or have accrued prior to the Closing; and (f) all liabilities and obligations of Sellers pursuant to the terms of this Agreement and any other agreement entered into in connection herewith;

           “Schedules” shall mean those schedules referred to in this Agreement which have been delivered concurrently with the execution of this Agreement, and which are hereby incorporated herein and made a part hereof;

           “Security Agreement” shall mean the Security Agreement in the form of EXHIBIT “N” attached hereto;

           “Sellers” shall mean WINYAH HEALTH CARE GROUP, LLC, a Delaware limited liability company, WINYAH HOME HEALTH CARE-MIDLANDS, INC., a South Carolina corporation, WINYAH HOME HEALTH CARE OF THE LOWCOUNTRY, LLC, a South Carolina limited liability company, WINYAH HOME HEALTH CARE OF THE GRAND STRAND, LLC, a South Carolina limited liability company, and WINYAH HOME HEALTH CARE, INC., a South Carolina corporation;

           “Sellers’ Closing Certificate” shall mean the certificate of each Seller in the form of EXHIBIT “O” attached hereto;

           “Sellers’ Employee” shall mean an employee of any Seller performing services related to the Business immediately prior to the Closing;

           “Sellers’ Performance Certificate” shall mean the certificate of an authorized officer of each Seller in the form of EXHIBIT “P” attached hereto;

           “Stock Escrow Agreement” shall mean the Stock Escrow Agreement in the form of EXHIBIT “G” attached hereto;

           “Subsidiary” shall mean, with respect to Sellers or any other Person, any corporation, partnership, limited liability company, joint venture or other legal entity of which Sellers or such other Person, as the case may be (either alone or through or together with any other Subsidiary) owns, directly or indirectly, stock or other equity or membership interests the holders of which are generally entitled to more than fifty percent (50%) of the vote for the election of the board of directors or other governing body of such corporation, limited liability company or other legal entity; and

           “Tax” shall mean any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

7

     1.2 Singular/Plural; Gender. Where the context so requires or permits, the use of the singular form includes the plural, and the use of the plural form includes the singular, and the use of any gender includes any and all genders.

ARTICLE 2.

PURCHASE AND SALE

     2.1 Purchase and Sale. At the Closing on the Closing Date, and upon all of the terms and subject to all of the conditions of this Agreement, Sellers shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase all of Sellers’ right, title and interest, legal and equitable, in and to the Purchased Assets. Sellers shall not transfer, convey or assign to Buyer, but shall retain, all of their right, title and interest in and to the Retained Assets at the following site locations:

8

     2.2 Payments.

          (a)  At Closing. At the Closing, Buyer shall pay to Sellers the following amounts (collectively, the “Purchase Price”):

          (b)  After Closing.

9

10

     2.3 Closing Date Deliveries. At the Closing on the Closing Date:

          (a)  By Sellers . Sellers shall deliver, or cause to be delivered, to Buyer, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Bill of Sale and Assignment; (iii) the Contract Assignment; (iv) the Lease Assignments; (v) the Lease Estoppel Letters; (vi) Sellers’ Closing Certificate; (vii) Sellers’ Performance Certificate; (viii) the Stock and Cash Escrow Agreements; (ix) the Noncompete Agreement; (x) the License Agreement (xi) the Employment Agreements; and (xii) such other documents as provided in Article 7 hereof or as Buyer shall reasonably request.

11

          (b)  By Buyer . In addition to the payments described in Section 2.2, Buyer shall deliver, or cause to be delivered, to Sellers, properly executed and dated as of the Closing Date: (i) the Assumption Agreement; (ii) the Bill of Sale and Assignment; (iii) Buyer’s Closing Certificate; (iv) Buyer’s Performance Certificate; (v) the Contract Assignment; (vi) the Lease Assignments; (vii) the Stock and Cash Escrow Agreements; (viii) the Noncompete Agreement; (ix) the License Agreement; (x) the Note; (xi) the Security Agreement (xii) the Employment Agreements; and (xiii) such other documents as provided in Article 8 hereof or as Sellers shall reasonably request.

     2.4 Non-Assumption of Liabilities. Buyer does not and shall not assume or become obligated to pay any debt, obligation or liability of any kind or nature of Sellers or the Business, whether or not incurred or accrued in connection with the operation of the Business, except the Assumed Liabilities or such other charges as are specifically allocated to Buyer elsewhere in this Agreement. Without limiting the foregoing, Buyer is not assuming: (i) any expenses, liabilities, or obligations of Sellers arising out of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby which are unpaid at the Closing (nor may Sellers pay any such expenses out of the Assets); (ii) any liabilities or obligations of Sellers relating to federal, state, or local income Taxes for the period through the Closing or other taxes attributable to the transactions contemplated hereby or the conduct of Sellers’ Business; (iii) any obligation of Sellers to pay a fee to any agent, broker, finder, or attorney relating to this transaction; or (iv) any liabilities that may accrue to Sellers as a result of any present or future Medicare and/or Medicaid audit and/or cost report liability and/or PEP recoupment liability and/or any other retroactive take-back liability related to the provision of care by Sellers prior to and up to the Closing, and/or any liabilities that may accrue to Sellers as a result of the provision of care or services provided by Sellers prior to the Closing Date.

     2.5 Taxes. All federal, state, local and other transfer, sales and use Taxes applicable to, imposed upon or arising out of the transfer to Buyer of the Purchased Assets as contemplated by this Agreement shall be paid by Sellers.

     2.6 Risk of Loss. The risk of all Events of Loss prior to the Closing shall be upon Sellers and the risk of all Events of Loss at or subsequent to the Closing shall be upon Buyer.

     2.7 Allocation of Purchase Price. The Purchase Price will be allocated among the Purchased Assets pursuant to Schedule 2.7 . Buyer and Sellers each agree to file all Tax returns and other reports in a manner consistent with such allocation.

ARTICLE 3.

GOVERNMENTAL APPROVALS

     3.1 Governmental Approvals. Promptly following the execution of this Agreement, the parties shall proceed to prepare and file with the appropriate governmental authorities any other requests for approvals or waivers that are required from other governmental authorities in connection with the Closing, and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such requests for approvals or waivers and all proceedings necessary to secure such approvals and waivers.

12

ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF SELLERS

     Each of Sellers individually represents and warrants to Buyer as follows; provided , however , that any representations and/or warranties of Sellers made hereunder relate only to the Business and expressly are not being made with regard to any of Sellers’ operations not related to the Business:

     4.1 Organization. Each Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the State of South Carolina. Each Seller has the power to own, lease and operate its respective Purchased Assets and to conduct its respective Business as it is now being conducted. Each Seller is duly qualified and licensed and in good standing in each jurisdiction set forth on Schedule 4.1 . Copies of the certificate or articles of incorporation or organization of Sellers and all amendments thereto, and the bylaws or operating agreements of Sellers as amended and currently in force, have been delivered to Buyer, and are true, complete and correct as of the date hereof.

     4.2 Authorization; Enforceability. The execution, delivery and performance of this Agreement and all of the documents and instruments delivered in connection herewith by each Seller are within the corporate or limited liability company power of each Seller. The execution, delivery and performance by Sellers of this Agreement and the agreements and documents contemplated hereby to which Sellers are a party have been duly and validly authorized and approved by all necessary action on the part of Sellers. This Agreement is, and the other documents and instruments required hereby will be, when executed and delivered by each Seller, the valid and binding obligations of each Seller, enforceable against each Seller in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratoriums or similar laws at the time in effect affecting the enforceability or right of creditors generally and by general equitable principles which may limit the right to obtain equitable remedies.

     4.3 Absence of Conflicting Agreements. Except as set forth on Schedule 4.3 , or as specifically disclosed on any other Schedule attached hereto, neither the execution, delivery or performance of this Agreement by each Seller in accordance with its terms does or will, after the giving of notice, or the lapse of time or both, or otherwise:

          (a) conflict with, result in a breach of, or constitute a default under the certificate/articles of incorporation or organization, bylaws, operating agreement or similar governing document of any Seller, or any federal, state or local law, statute, ordinance, rule or regulation, or any court or administrative order or process or any material contract, agreement, arrangement, commitment or plan to which any Seller is a party or by which such Person or the Purchased Assets is bound;

          (b) result in the creation of any Lien upon any of the Purchased Assets;

          (c) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform, any material contract, agreement, arrangement, commitment or plan to which a Seller is a party;

13

          (d) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, any duties or obligations are to be performed, or any rights or benefits are to be received, under any material contract, agreement, arrangement, commitment or plan to which a Seller is a party;

          (e) require the consent, waiver, approval, permit, license, clearance or authorization of, or any declaration or filing with, any court or public agency or other authority; or

          (f) require the consent of any Person under any material agreement, arrangement, or commitment of any nature.

     4.4 Title to Purchased Assets; Liens and Encumbrances. Except as set forth on Schedule 4.4 , each Seller owns good and marketable title to or has valid and enforceable license or leasehold interests in all of the Purchased Assets (other than the Real Property, as to which Section 4.7 shall apply) free and clear of any and all Liens except for Permitted Liens. Except as set forth on Schedule 4.4 , none of the Purchased Assets is used in any business of Sellers or their Affiliates other than the Business. There are no copyrights, trademarks or patents owned, licensed or used by Sellers in connection with the Business that are material to the Business other than the name “Winyah.”

     4.5 Equipment. Except as set forth on Schedule 4.5 :

          (a) each of the material items of Equipment currently used in the Business is in good condition and repair, ordinary wear and tear excepted, and none is in need of maintenance or repair except for ordinary routine maintenance and repairs the cost of which would not vary materially from past history;

          (b) the Equipment includes all material items of tangible personal property currently utilized by Sellers in the Business; and

          (c) the list of Equipment on Schedule 1.4 is a true and correct list of all items of tangible personal property having a book value in excess of Two Thousand Five Hundred and No/100 ($2,500.00) Dollars, necessary for or used in the operation of the Business in the manner in which the Business has been and is now operated.

     4.6 Contracts. Except as set forth on Schedule 4.6 :

          (a)  Schedule 1.2(b) lists all Contracts except for Contracts which are cancelable by a Seller or its assignee without breach or penalty on not more than sixty (60) days’ notice and which involve average annual payments or receipts by a Seller of less than Ten Thousand and No/100 ($10,000.00) Dollars in the case of any single Contract and Twenty-Five Thousand and No/100 ($25,000.00) Dollars in the aggregate;

          (b) each Seller has performed each material term, covenant and condition of each of the Contracts required to be listed on Schedule 1.2(b) , and no default on the part of a Seller or, to the Knowledge of Sellers, any other party thereto, or any event which with the passing of time or giving of notice would constitute a default on the part of a Seller or, to the Knowledge of Sellers, any other party thereto, exists under any of the Contracts required to be listed on Schedule 1.2(b) ;

14

          (c) each of the Contracts required to be listed on Schedule 1.2(b) is in full force and effect and constitutes the legal and binding obligation of each Seller which is a party thereto and, to the Knowledge of Sellers, the other parties thereto in accordance with its terms;

          (d) there exists no actual or, to the Knowledge of Sellers, threatened termination, cancellation or limitation of, or any amendment, modification or change to any Contract which would have a material adverse effect on the business or condition, financial or otherwise, of the Business, including, without limitation: (i) the business relationship of any Seller with any supplier, customer, or managed care organization or insurer; (ii) the requirements of any customer, supplier or managed care organization; or (iii) the business relationship of any Seller with any customer, patient or managed care organization;

          (e) consummation of the transactions contemplated hereby will not require the consent, approval or authorization of third parties under any Contract; and

          (f) Sellers have furnished true and complete copies of all Contracts listed on Schedule 1.2(b) , including all amendments, modifications and supplements thereto.

     4.7 Real Property. Except as set forth on Schedule 4.7 :

          (a) Sellers do not own any Real Property used in the Business;

          (b) there are no parties in possession of any portion of the Real Property other than Sellers, or Sellers’ affiliates, whether as lessees, tenants at will, trespassers or otherwise;

          (c) the Real Property and the present use thereof does not violate any zoning, building, land-use or other federal, state or municipal law, ordinance, regulation or restriction applicable to the Real Property and, except for such violations which would not have a material adverse affect on the operation of the Business and the current use of the Real Property and all parts thereof as aforesaid, does not violate any restrictive covenants affecting the Real Property;

          (d) there is no law, ordinance, order, regulation or requirement now in existence, including, without limitation, any Environmental Law which would require any expenditure to modify or improve any of the Real Property in order to bring it into substantial compliance therewith; and

          (e) there are no material structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the buildings located on the Real Property and the roofs of the buildings located on the Real Property are free from leaks and in good condition.

     4.8 Leases. Except as set forth on Schedule 4.8 with respect to the Business:

          (a) the Leases described on Schedule 1.5 constitute all of the lease agreements between any Seller and third parties with respect to the Business;

          (b) each Seller, or Sellers’ affiliate, as applicable, has performed each material term, covenant and condition of each of the Leases which is required to be performed by it at or before the date hereof, and no default on the part of a Seller or, to the Knowledge of Sellers, any

15

other party thereto, or event which with the passing of time or giving of notice or both would constitute a default on the part of Sellers or, to the Knowledge of Sellers, any other party thereto, exists under any Lease;

          (c) each of the Leases is in full force and effect and constitutes the legal and binding obligation of a Seller, or Sellers’ affiliate, as applicable, and, to the Knowledge of Sellers, each other party thereto in accordance with its terms;

          (d) Sellers have furnished true and complete copies of the Leases to Buyer, including any and all amendments thereto;

          (e) consummation of the transactions contemplated hereby will not require the consent, approval or authorization of any third party under any Lease; and

          (f) there are no leasing commissions or similar payments due, arising out of, resulting from or with respect to any Lease which are owed by a Seller, or Sellers’ affiliates.

     4.9 Financial Statements.

          (a) Attached as Schedule 4.9(a) are true and complete copies of the unaudited balance sheets of Sellers as of December 31, 2003 and 2004, and the related statements of operations and accumulated deficit and statement of cash flows, for the fiscal years then ended (the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period covered thereby and present fairly in all material respects the financial condition of Sellers as of the date indicated and the results of its operations and changes in cash flow for the periods then ended; and

          (b) Attached as Schedule 4.9(b) are true and complete copies of the unaudited consolidated balance sheets of Sellers as of December 31, 2004, and the related operating statements for the period then ended (the “Interim Financial Statements”). The Interim Financial Statements have been prepared on a basis consistent with past practices and present fairly in all material respects the financial condition of Sellers as of the date indicated and the results of its operations for the period then ended; subject , however , to year-end adjustments which, in the aggregate, will not be materially adverse and provided , that the Interim Financial Statements do not contain footnotes and lack other presentation items.

     4.10 Absence of Undisclosed Liabilities. With respect to the Business, no Seller has any debt, liability or obligation of any kind, whether accrued, absolute, contingent or otherwise, including, without limitation, any liability or obligation on account of Taxes or any governmental charges or penalty, interest or fines, except: (i) those liabilities reflected in the Financial Statements and Interim Financial Statements; (ii) liabilities disclosed on Schedule 4.10 or described with reasonable particularity in any other Schedule hereto; (iii) liabilities incurred in the ordinary course of business (other than contingent liabilities) since December 31, 2004; and (iv) liabilities incurred in connection with the transactions provided for in this Agreement.

     4.11 No Material Adverse Change. Except as set forth on Schedule 4.11 or as otherwise contemplated under this Agreement, since December 31, 2004, when considered either individually or in the aggregate, there has been no:

16

      &n