ASSET PURCHASE AGREEMENT

Exhibit 10.32

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT dated as of March 10, 2006, is by and between MOMS PHARMACY OF BROOKLYN, INC., a New York corporation (“Buyer”), and H.S. MAIMAN RX, INC., a New York corporation (“Seller”), and SCOTT MAIMAN and NANCY MAIMAN (the “Seller’s Shareholder”).

Seller is a licensed New York pharmacy located at 821 Franklin Avenue, Brooklyn, New York.

Buyer desires to purchase and Seller desires to sell, transfer and deliver to Buyer Seller’s right title and interest in and to all of its business and assets including without limitation its fixed assets, inventory, customer lists, prescription files, books and records, files and goodwill, on the terms and conditions set forth in this Agreement. Buyer desires to purchase such business and assets related to Seller’s HIV/AIDS business (the “HIV/AIDS Business”) and business and assets related to the balance of Seller’s business (the “Non-HIV/AIDS Business”), including without limitation Seller’s interest in its lease.

The parties agree as follows:

ARTICLE I

DEFINITIONS

The terms defined in this Article I, whenever used herein (including the schedules hereto, unless otherwise defined therein), shall have the following meanings:

1.1 “ Additional Payment ” shall have the meaning set forth in Section 2.2(a)(ii) of this Agreement

1.2 “ Affiliate ” shall mean any Person that directly or indirectly controls, is controlled by or is under common control with another Person.

1.3 “ Acquired Assets ” shall mean all of Seller’s right, title and interest in and to its business, assets and properties, whether tangible or intangible, and including, without limitation, the Equipment, Inventory, supplies, packaging and shipping materials, the Assumed Contracts, Intellectual Property, tenant improvements, manufacturers warranties, customer lists, Prescription Files, books and records, files and goodwill, and all other information relating or pertaining to the Acquired Assets.

1.4 “ Assumed Contracts ” shall mean the Contracts listed on Schedule 4.9 of this Agreement that are identified as “Assumed Contracts”.

1.5 “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banks are closed or are authorized to be closed in New York, New York.

1.6 “ Buyer Claimant ” shall have the meaning set forth in Section 8.2 of this Agreement.

1.7 “ Closing ” shall mean the closing of the purchase and sale of the Acquired Assets, as contemplated by this Agreement.

1.8 “ Closing Date ” shall have the meaning set forth in Section 3.1 of this Agreement.

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

1.10 “ Contract ” shall have the meaning set forth in Section 4.3 of this Agreement.

1.11 “ Employee Benefit Plan ” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, and any other bonus, profit sharing, compensation, pension, severance, deferred compensation, fringe benefit, insurance, welfare, medical, post-retirement health or welfare benefit, medical reimbursement, health, life, stock option, stock purchase, tuition refund, service award, company car, scholarship, relocation, disability, accident, sick pay, sick leave, vacation, termination, individual employment, executive compensation, incentive, bonus, commission, payroll practices, retention or other plan, agreement, policy, trust fund or arrangement, whether written or unwritten, and whether maintained, sponsored or contributed to by Seller or any entity that would be deemed a “single employer” with Seller under Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA (an “ERISA Affiliate”) on behalf of any of the current, former or retired employees of Seller or its beneficiaries or with respect to which Seller or any ERISA Affiliate has or has had any obligation on behalf of any such employee or beneficiary.

1.12 “ Encumbrance ” shall mean any lien, charge, encumbrance, option, right of first refusal, security interest, easement, obligation or claim or other third party right of any kind.

1.13 “ Environment ” shall mean any surface or subsurface physical medium or natural resource, including, air, land, soil, surface waters, ground waters, stream and river sediments, and biota.

1.14 “ Environmental Laws ” shall mean any federal, state, local or foreign law, rule, regulation, ordinance, code, order or judgment (including the common law and any judicial or administrative interpretations, guidances, directives or opinions) relating to the injury to, or the pollution or protection of human health and safety or the Environment.

1.15 “ Environmental Liabilities ” shall mean any claims, judgments, damages (including punitive damages), losses, penalties, fines, liabilities, encumbrances, liens, violations, costs and expenses (including attorneys and consultants fees) of investigation, remediation or defense of any matter relating to human health, safety or the Environment of whatever kind or nature by any party, entity or authority, (a) which are incurred as a result of (i) the existence of Hazardous Substances in, on, under, at or emanating from any real property presently or formerly owned or operated by Seller or any of its Affiliates, (ii) the offsite transportation, treatment, storage or disposal of Hazardous Substances generated by Seller or any of its Affiliates, or (iii) the violation of any Environmental Laws or (b) which arise under the Environmental Laws.

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1.16 “ Equipment ” shall mean all items of machinery, equipment, computers, tools, parts, furniture and fixtures set forth on Schedule 4.6 and all other items of machinery, equipment, computers, tools, parts, furniture and fixtures owned by Seller.

1.17 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

1.18 “ ERISA Affiliate ” shall have the meaning set forth in the definition of “Employee Benefit Plan”.

1.19 “ Excluded Liabilities ” shall have the meaning set forth in Section 2.1(c) of this Agreement.

1.20 “ Financial Statements ” shall mean (a) the financial statements of the Seller as of December 31, 2003 and 2004, and for each of the fiscal years then ended, and (b) the revenue analysis of the Seller for the fiscal year ended December 31, 2005.

1.21 “ GAAP ” shall mean generally accepted accounting principles.

1.22 “ Hazardous Discharge ” shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping (including the movement of any material through or in air, soil, surface or groundwater) of Hazardous Substances, whether on, off, under or from any real property owned, operated, leased or used at any time by Seller or its predecessors.

1.23 “ Hazardous Substances ” shall mean petroleum, petroleum products, petroleum-derived substances, radioactive materials, hazardous wastes, polychlorinated biphenyls, lead based paint, urea formaldehyde, asbestos or any materials containing asbestos, and any materials, wastes or substances regulated or defined as or included in the definition of “hazardous substances,” “hazardous materials,” “hazardous constituents,” “toxic substances,” “pollutants,” “contaminants” or any similar denomination intended to classify substances by reason of toxicity, carcinogenicity, ignitability, corrosivity or reactivity under any Environmental Laws.

1.24 “ Indemnitee ” and “ Indemnitor ” shall have the meanings set forth in Section 8.4(a) of this Agreement.

1.25 “ Initial Payment ” shall have the meaning set forth in Section 2.2(a)(i) of this Agreement.

1.26 “ Intellectual Property ” means (a) all United States and foreign patents and pending patent applications, trademarks, service marks and trade names, including, without limitation, the marks and patents described on Schedule 4.8 of this Agreement, and copyrights, and registrations and pending applications, computer programs and software, research and development, know-how, inventions and other proprietary processes and information of any kind, and all software necessary or desirable to run Equipment, all as set forth on Schedule 4.8 of this Agreement; (b) all copies and tangible embodiments of the foregoing; and (c) the right to sue for past and future misappropriation or infringement of any of the foregoing

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1.27 “ Inventory ” means all items of Seller’s inventory, including inventory related to the HIV/AIDS Business, provided that, with respect to inventory related to the HIV/AIDS Business, an item shall be considered “Inventory” only if Seller has provided to Buyer the following information for such item prior to or within ten (10) days following the Closing Date: (a) the proprietary and established name of the item; (b) dosage; (c) container size; (d) number of containers; (e) the item’s lot or control number(s); (f) the business name and address of all parties to each prior transaction involving the item, starting with the manufacturer; and (g) the date of each previous transaction.

1.28 “ Inventory Payment ” shall have the meaning given such term in Section 2.2(b) of this Agreement.

1.29 “ IRS ” shall mean the Internal Revenue Service.

1.30 “ Licenses and Permits ” shall have the meaning set forth in Section 4.14 of this Agreement.

1.31 “ Losses ” shall have the meaning set forth in Section 8.2 of this Agreement.

1.32 “ Material Adverse Effect ” shall mean any material adverse effect, individually or in the aggregate, on the condition (financial or otherwise), business, assets, operations or prospects of Seller or the Acquired Assets.

1.33 “ Payment Program ” shall have the meaning set forth in Section 4.19 of this Agreement.

1.34 “ Person ” shall mean any natural person, corporation, professional corporation, limited or limited liability partnership, general partnership, joint venture, association, joint-stock company, limited liability company, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any governmental unit or agency or political subdivision thereof.

1.35 “ Prescription Files ” shall mean all prescription files owned or used by Seller that are associated with Seller’s business, and all customer data and information derived from customer purchases from Seller.

1.36 “ Purchase Price ” shall have the meaning set forth in Section 2.2(b) of this Agreement.

1.37 “ Real Property ” shall mean the real property and interests in real property described on Schedule 4.17 leased by Seller and the plants, buildings, structures, storage tanks, erections and improvements of all kinds made to, located on or forming a part of the real property and interests in real property (including, without limitation, all fixtures), together with all easements, rights-of-way, appurtenances and tenements to, on or otherwise beneficial to the use of such real property or interests in real property

1.38 “ Related Party ” shall have the meaning set forth in Section 4.13 of this Agreement.

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1.39 “ Seller Claimant ” shall have the meaning set forth in Section 8.3 of this Agreement.

1.40 “ Taxes ” (or “Tax” where the context requires) shall mean all federal, state, local, foreign or other taxes, duties, or similar charges (including, without limitation, income (whether net or gross), profits, premium, estimated, excise, sales, use, environmental (including taxes under Code Section 59A), occupancy, franchise, license, value added stamp, windfall profits, social security, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, gains, withholding, occupation, employment and payroll related and property taxes, alternative or add-on, minimum or estimated, import and export duties and other governmental charges and assessments) imposed by any taxing or governmental authority on or payable by Seller or any other party with respect to the income, operations, products, assets or properties of Seller, whether attributable to statutory or nonstatutory rules and whether or not measured in whole or in part by net income, and including interest, additions to tax or interest, and penalties with respect thereto, and including expenses associated with contesting any proposed adjustment related to any of the foregoing.

ARTICLE II

SALE AND PURCHASE OF THE ACQUIRED ASSETS

2.1  Purchase of the Acquired Assets .

(a) Upon the terms and subject to the conditions hereof, and upon the basis of the agreements, representations and warranties contained in, and the schedules to, this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Acquired Assets, in each case free and clear of Encumbrances of any kind.

(b) Notwithstanding anything contained in this Agreement, Seller shall not sell, transfer, assign, convey or deliver to Buyer, and Buyer shall not purchase or acquire from Seller, any of Seller’s cash or accounts receivable, and any other assets of Seller listed on Schedule 2.1. If at any time Buyer receives any payment in respect of accounts receivable of Seller, Buyer shall keep such payment segregated from its other funds, and shall promptly forward to Seller or pay to Seller an amount equal to such payment so received.

(c) Buyer shall not be required to assume, pay, fulfill, perform or otherwise discharge any liabilities or obligations of Seller, including of Seller’s business, of any kind whatsoever (the “Excluded Liabilities”), and Seller shall pay, fulfill, perform and discharge such Excluded Liabilities when due. The Excluded Liabilities include, without limitation:

(i) Legal, accounting, brokerage, finder’s fees, Taxes or other expenses incurred by Seller or any Affiliate, including, without limitation, in connection with this Agreement or the consummation of the transactions contemplated hereby;

(ii) Any intercompany debt or other liability or obligation of any nature between Seller and any past or present Related Party of Seller;

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(iii) Liabilities or obligations incurred by Seller or any Affiliate of Seller after the Closing;

(iv) Except as to any claim that would be covered by an indemnification in favor of Seller, any obligation or liability relating to any litigation or any claim arising out of any dispute, the elements of which occurred prior to the Closing, or any litigation or other claim against Seller, whether or not listed on any schedule hereto and regardless of whether accruing prior to or subsequent to the Closing;

(v) Any liability for any Taxes accrued to or incurred by Seller or any Affiliate of Seller or relating to operations, products or assets of Seller or any Affiliate of Seller or arising as a consequence of the transactions contemplated hereby;

(vi) Any liability or costs (including, without limitation, costs of remediation) arising out of or relating to a Hazardous Discharge or the release, discharge or disposal of any solid wastes or the handling, storage, use, transportation or disposal of any of the foregoing, as these terms are defined by the Environmental Laws in, on, under or from facilities of Seller at any time prior to the Closing, regardless of whether such liability or costs arise before or after Closing and whether or not in breach of any representation or warranty under this Agreement;

(vii) Any liability or obligation to employees, government agencies or other third parties in connection with any option plan, pension plan, other ERISA plan or other Employee Benefit Plan, and any health, dental or life insurance benefits, whether or not insured and whether or not disclosed on any schedule hereto;

(viii) Any liability or obligation under any contract or commitment which is not an Assumed Contract, and any liability or obligation which relates to any default in respect of such contract or other commitment or obligation of Seller;

(ix) Any liability or obligation to employees in the nature of accrued payroll, vacation, holiday or sick pay, worker’s compensation relating to the period prior to the Closing, whether or not listed on any schedule hereto and regardless of whether accruing prior or subsequent to the Closing;

(x) Any trade debt, accounts payable, notes payable and bank debts; or

(xi) Any other liability, debt or obligation of Seller or any of its Shareholders.

2.2  Purchase Price .

(a) In consideration for the Acquired Assets (other than the Inventory), Buyer shall pay to Seller an amount in cash equal to Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), payable as follow:

(i) At the Closing, Buyer shall pay to Seller and amount in cash equal to Four Million Seven Hundred Twenty-Five Thousand Dollars ($4,725,000) (the “Initial

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Payment”). One Million Dollars ($1,000,000) of the Initial Payment shall be held by Seller’s counsel in an escrow account of Seller’s counsel, and shall be used solely for the purpose of discharging Seller’s secured indebtedness to Bellco Drug Corp. Kinray, Inc. and Commerce Bank, N.A., which indebtedness shall be discharged in full promptly after the Closing. To the extent that any sums remain in such escrow account after discharge in full of such indebtedness, such sums may be released to Seller; and

(ii) In addition, on May 13, 2006, Buyer shall pay to Seller an amount equal to Five Hundred Twenty-Five Thousand Dollars ($525,000) (the “Additional Payment”) if, and only if, Seller and Seller’s management, including Scott Maiman, have during the two (2) month period from the Closing Date through May 13, 2006 provided during normal business hours such reasonable assistance to Buyer as Buyer from time to time has requested to transition the business of Seller and the Acquired Assets to Buyer, which assistance may be provided by telephone in such cases that physical presence is not necessary to provide such assistance; and

(b) On March 31, 2006, in consideration for the Inventory, Buyer shall pay to Seller an amount equal to the lesser of (x) the Seller’s wholesale acquisition cost of the Inventory (as calculated by Buyer based on documentation provided by Seller to Buyer) and (y) the Buyer’s wholesale acquisition cost of the types of items included in the Inventory (but not less than two percent (2%) less than Seller’s wholesale acquisition of such items, calculated on an item-by-item basis), in each case only to the extent that such Inventory conforms to the representation contained in Section 4.6 and Buyer otherwise in its sole discretion elects by that date, by notice to Seller, to purchase and acquire such Inventory from Seller (the “Inventory Payment” and, collectively with the Initial Payment and the Additional Payment, the “Purchase Price”). The inventory of Seller shall occur on March 12, 2006, and the amount of the Inventory Payment shall be as mutually agreed by Buyer and Seller based upon the valuation principles set forth above. To the extent that the amount of the Inventory Payment is not agreed to by March 31, 2006, Buyer shall pay to Seller the amount of the Inventory Payment to the extent not in dispute on that date, and the parties shall continue to work in good faith to resolve any remaining differences.

2.3 Allocation of Purchase Price . The Purchase Price for the Acquired Assets shall be allocated for federal, state, local and foreign tax purposes by each party among the Acquired Assets as mutually determined by Seller and Buyer, in compliance with applicable laws and generally accepted accounting principles. For all pertinent tax purposes, each party hereto shall report the purchase and sale provided for, and with the characterization given these transactions in this Agreement, to taxing authorities on a basis consistent with such allocation, and each party agrees not to take a position inconsistent with such allocation. After the Closing, Seller and Buyer each shall timely file form 8594 with the IRS detailing this allocation. In the event that Buyer determines, subject to Seller’s reasonable approval, that any adjustments to such allocation are necessary, Seller shall make such modifications as are necessary, reporting the same on Seller’s form 8594 (if required) or any tax report or return filed or to be filed by Seller in order to conform to Buyer’s allocation as adjusted.

2.4 Nonassignable Contracts . To the extent that the assignment of the Assumed Contracts shall require the consent of any other Person, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. Seller shall use all reasonable efforts, and Buyer shall cooperate where appropriate, to obtain any consent necessary to any such assignment where such consent is requested by Buyer.

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ARTICLE III

CLOSING

3.1  The Closing . Subject to the terms and conditions of this Agreement, the Closing shall occur on March 13, 2006 (the “Closing Date”), at the offices of Buyer’s counsel, Nixon Peabody LLP, 990 Stewart Avenue, Garden City, New York.

3.2 Obligations of Seller . At the Closing, Seller shall deliver to Buyer the following:

(a) A bill of sale, in customary form, duly executed by Seller.

(b) A Limited Power of Attorney for Use of Pharmacy Licenses, Medicaid Number, DEA Registration Numbers and DEA Order Forms.

(c) A grant of permission to Buyer from Seller to utilize Seller’s National Counsel for Prescription Drug Programs number.

(d) A copy of the agreement between Seller and/or one or both of Seller’s Shareholders and Josette Toussaint, which agreement shall not be modified or amended, or any of its provisions waived or released, without Buyer’s consent.

(e) A legal opinion of counsel to Seller and Seller’s Shareholders, covering the matters set forth in Exhibit A .

(f) Copies of the resolutions of the Board of Directors and shareholders of Seller certified by the secretary or assistant secretary of Seller, which resolutions shall approve and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(g) All consents to the assignment to Buyer of each of the Acquired Assets, including without limitation all consents to the assignment to Buyer of Seller’s lease, provided that if the consent to the assignment to Buyer of Seller’s lease is not obtained prior to the Closing, the parties shall continue to use their commercially reasonable best efforts to obtain such consent. To the extent that Seller’s security deposit under its lease is not returned by the landlord thereunder to Seller, Buyer shall at or immediately following the Closing reimburse Seller therefor, and thereafter shall be entitled to the security deposit in accordance with the terms and conditions of the lease as assignee thereunder.

(h) Such other instruments of assignment and conveyance as may be necessary or appropriate to fully and effectively transfer to Buyer the Acquired Assets.

(i) All of the other documents and instruments required to be delivered by Seller.

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3.3 Obligations of Buyer . At the Closing, Buyer shall deliver to Seller the following:

(a) The Initial Payment.

(b) Copies of the resolutions of the Board of Directors of Buyer certified by the secretary or assistant secretary of Seller, which resolutions shall approve and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(c) All of the other documents and instruments required to be delivered by Buyer.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING SELLER AND SELLER’S BUSINESS

Seller and Seller’s Shareholders hereby represent and warrant to Buyer, as of the date hereof and as of the Closing, as follows:

4.1 Organization and Qualification . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, with full corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Seller has no Affiliates, subsidiaries or equity interest in any other Person. Seller is duly qualified and in good standing as a foreign corporation and has all requisite corporate power and authority to do business in the jurisdictions set forth on Schedule 4.1, which jurisdictions are the only jurisdictions wherein the character of the properties owned or leased or the nature of activities conducted by Seller make such qualification necessary. Seller’s Shareholders own all the issued and outstanding capital stock of Seller.

4.2 Authority . Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings related hereto to which it is a party and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed by Seller and constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms.

4.3 No Breach . Except as set forth on Schedule 4.3, neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated hereby will: (a) violate any provision of the Certificate of Incorporation or Bylaws of Seller; (b) conflict with, result in a breach of or constitute a default (or an event which, with or without notice, lapse of time or both, would constitute a default) under any leases, agreements, instruments, arrangements, contracts, commitments or understandings, written or oral, to which Seller is a party or by which Seller or any of the Acquired Assets is bound (collectively, the “Contracts”) listed on Schedule 4.9; (c) result in the creation of, or give any party the right to create, any Encumbrance upon any of the Acquired Assets; (d) conflict with, violate, result in a breach of or constitute a

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default under any judgment, decree, order or process of any court or governmental authority; (e) conflict with or violate any statute, law or regulation applicable to Seller or any of the Acquired Assets; or (f) require Seller to obtain any authorization, consent, approval or waiver from, or to make any filing with, any governmental or regulatory authority, or other third party.

4.4 Financial Statements and Sales Information . Prior to the date hereof, Seller has delivered to Buyer the Financial Statements, which are attached hereto as Schedule 4.4. The Financial Statements: (a) were prepared from the books and records prepared from Seller’s compilation statements, which books and records have been maintained in accordance with all legal and accounting requirements and completely and accurately reflect all financial transactions of Seller, including, without limitation, the accounts receivable, accounts payable and revenue of Seller for the periods covered by and as at the dates of the Financial Statements; (b) were prepared in accordance with GAAP consistently applied; and (c) are true and correct, and present fairly the financial condition of Seller and the results of its operations for the periods covered by, and as at the dates of, each of the Financial Statements. The Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business except as expressly specified therein. All liabilities (whether accrued, unmatured, contingent or otherwise, and whether due or to become due) of Seller are set forth or adequately reserved against on the face of the most recent Financial Statements, except for liabilities incurred since the date thereof in the ordinary course of business as theretofore conducted, which liabilities are not, individually or in the aggregate, materially adverse to the condition (financial or otherwise), business, assets, operations or prospects of Seller. Seller is neither aware nor ought reasonably to be aware of any basis for the assertion against Seller of any materially adverse liability or loss contingency. Prior to the date hereof, Seller has provided Buyer with sales information, by patient, for its past three fiscal years. The books and records of Seller are accurate and complete and have been maintained in accordance with good business practices.

4.5 Absence of Certain Changes or Events . Since December 31, 2004: Seller’s business has been conducted and the Acquired Assets have been acquired and operated only in the ordinary and usual course consistent with past practice; neither Seller’s business nor the Acquired Assets have suffered any event or condition that has had a Material Adverse Effect; and Seller is not aware of any event or condition that has occurred or would reasonably be expected to occur that could result in a Material Adverse Effect.

4.6 Acquired Assets . Seller has good and freely transferable title to all of the Acquired Assets, free and clear of all Encumbrances, and has the complete and unrestricted power and right to sell and transfer the Assets to Buyer in accordance with the terms hereof. S