ASSET PURCHASE AGREEMENT

                                                                  Exhibit 10.11


                            ASSET PURCHASE AGREEMENT


         This is an Asset Purchase Agreement dated as of November 12, 2005 (the
"Agreement"), between (i) Caretenders Visiting Services of St. Augustine, LLC
(the "Buyer"), and (ii) Flagler Hospital, Inc., a Florida corporation (the
"Seller").

                                    Recitals

         A. Seller owns and operates a healthcare system in the St. Augustine,
Florida area, including but not limited to a general acute care hospital.

         B. As part of Seller's healthcare operations, Seller is engaged in the
business of operating a home health agency, including Medicare-Certified and
non-certified or "private duty" operations (collectively, the "Business") in St.
Augustine, Florida (the "Territory").

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

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

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

                     Article 1 - Purchase and Sale of Assets

         1.1        Purchased Assets.

                  (a) The Seller hereby agrees to sell, assign, transfer and
convey to the Buyer, and the Buyer hereby agrees to purchase from the Seller,
all of the assets of the Seller used solely in the Business (the "Purchased
Asset""), wherever located, including without limitation, the following assets
and properties:

                           (i) All furniture, fixtures, machinery, equipment,
leasehold improvements, computers, software,
vehicles, medical equipment, prepaid expenses, and other tangible personal
property as specifically described on Schedule 1.1 as Purchased Assets, together
with all manufacturers' warranties pertaining to the same, to the extent that
such warranties may exist and be assignable;
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                           (ii) All of the Seller's goodwill relating to the
Business; all customer and patient lists and files
(related solely to home health care services), referrer lists, records and
similar sales and marketing information in the Seller's possession relating to
the Business; referrer lists; members service agreements; medical records of the
patients serviced solely by the Business and in the Seller's possession;
personnel records; and the Seller's right and interest in the trade names,
trademarks, trade secrets, licenses, know-how, specifications, literature, and
all other intangible property which relate specifically to the Business,
including without limitation all rights to the "Community Home Health" trade
name and trade dress in Florida; and all other intangible assets related to the
Business, whether located at the Business, or any other location;

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

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

                           (v) All accounts receivable arising out of the
operation of the Business unbilled or outstanding on or
after the Closing Date (the "Purchased Accounts Receivable"). The Seller agrees
to reasonably cooperate with the Buyer, at the Buyer's expense, in connection
with the Buyer's efforts to collect the Purchased Accounts Receivable. The
Seller agree to immediately remit to the Buyer any payments received after the
Closing by the Seller that constitute Purchased Accounts Receivable. The Seller
hereby appoint the Buyer Seller's attorney-in-fact for purposes of endorsing any
checks and otherwise executing any instruments or documents necessary for the
collection of the Purchased Accounts Receivable; and

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

                  (b)       "Excluded Assets" shall mean

                           (i) cash on hand;

                           (ii) any real property owned by Seller;
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                           (iii) those assets and contracts identified on
Schedule 1.1 as being excluded assets;

                           (iv) any assets of the Seller not used solely in the
operation of the Business, including without
limitation, contracts, agreements (including managed care, Medicare and Medicaid
agreements), provider numbers, licenses, permits, and equipment associated with
Seller's ownership and operation of an acute care hospitals and other ancillary
programs, clinics and facilities as part of a healthcare delivery system in the
St. Augustine, Florida market; and

                           (v) accounts receivable arising out of the operation
of an acute care hospitals and other ancillary programs, clinics and   facilities
as a part of a healthcare   delivery   system in the St.   Augustine,   Florida  
market,   other than the Purchased Accounts Receivable.

         1.2 No Assumed Liabilities. The Seller and Buyer acknowledge and agree
that the Seller shall retain all liabilities, whether known or unknown, arising
out of or relating to the operation of the Business through the Closing Date or
arising out of or with respect to the Purchased Assets through the Closing Date,
and that the Buyer is not assuming any liabilities of Seller of any nature.
However, Buyer shall be responsible for all liabilities arising out of or
relating to the operation of the Business after the Closing Date or arising out
of or with respect to the Purchased Assets after the Closing Date.

         1.3 Assumed Contracts; Real Property Leases. The Buyer will assume (i)
the Seller's obligations arising after the Closing Date pursuant to the Licenses
and Permits transferred to Seller hereunder, and for those services provided to
the Seller's patients associated with the Business, and (ii) the Seller's
obligations arising after the Closing Date under the contracts described on
Schedule 1.3, and the real property lease (the "Real Property Lease") described
on Schedule 1.3 (collectively, the "Assumed Contract").

         1.4        Employees.
                   ---------

                  (a) The Seller acknowledges that the Buyer is not purchasing,
recognizing, assuming or otherwise acquiring any rights, obligations, assets or
liabilities under, arising from or resulting from any employment agreement or
arrangement in existence between the Seller and any employee, or any person
employed to consult with or perform services for the Seller. The Seller
acknowledges that it will satisfy in full all accrued payroll obligations of the
Business through the Closing Date. Schedule 1.4 sets forth a list of all
employees of the Business. With respect to all such employees who accept
employment by Buyer, Buyer shall assume Seller's obligation for their accrued
personal leave through the Closing Date, and shall receive a credit against the
Purchase Price equal to the aggregate amount of the accrued personal leave it
assumes.
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         1.5 Confidentiality, Nonsolicitation and Noncompetition Agreement. The
Seller acknowledges that the Buyer's obligation to close shall be conditioned
upon the Seller entering into a Confidentiality, Nonsolicitation and
Noncompetition Agreement at the Closing, in the form of the Confidentiality,
Nonsolicitation and Noncompetition Agreement attached as Annex A (the
"Noncompetition Agreement").

         1.6 Disclaimer of Implied Warranties. Except for the express warranties
contained in Article 4 and elsewhere in this Agreement, the Assets are being
sold "AS IS," with no implied warranties of any kind. THERE ARE NO IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         1.7 Shared Services Agreement. The parties are entering into a Shared
Services Agreement, in the form of the agreement attached as Annex D, as of the
Closing.

                     Article 2 - Purchase Price and Payment

         2.1       Purchase Price.

                  (a) In consideration of the transfer of the Purchased Assets
and the Business, the Buyer agrees to pay $800,000.00 (the "Purchase Price"),
payable as provided in paragraphs 2.1(i) and (ii), and subject to the
adjustments set forth in paragraph 2.1(b).

                           (i) $600,000.00 of the Purchase Price shall be
payable in cash at the Closing; and

                           (ii)      $200,000.00 of the Purchase Price payable in
the form of a promissory note (the "Promissory   Note") delivered at the Closing,
with such promissory note bearing interest at 6% per annum. The principal amount
of the Promissory Note and all accrued interest shall be payable in full 36
months from the Closing Date. The form of the Promissory Note is attached as
Annex B.

                  (b) The Purchase Price shall be reduced by the amount, if any,
of liabilities with respect to the Real Property Lease relating to late or
non-payment of rents, operating expenses, personal leave or other amount
otherwise due prior to Closing which are assumed by the Buyer.

         2.2 Allocation of Purchase Price. The Purchase Price will be allocated
among the Purchased Assets as set forth on Schedule 2.2. The Seller and the
Buyer agree that all tax and information returns will be prepared on a basis
consistent with such allocation of the Purchase Price.
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                             Article 3 - The Closing

         3.1 Time and Place. The parties anticipate that the closing ("Closing")
will take place on November 12, 2005, or such other date mutually agreed upon by
the parties, and upon satisfaction or waiver of each of the conditions to the
parties' obligations to close (the "Closing Date").

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

                  (a) At the Closing, the Seller will execute and deliver to the
Buyer such conveyances, bills of sale, certificates of title, assignments,
assurances and other instruments and documents as the Buyer may reasonably
request in order to effect the sale, conveyance, and transfer of the Purchased
Assets and the Business from the Seller to the Buyer. Such instruments and
documents must be sufficient to convey to the Buyer good title to the Purchased
Assets and the Business. Also at the Closing, the parties will cause the
Noncompetition Agreement and the Promissory Note to be executed and delivered.

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

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

            Article 4 - Representations and Warranties of the Seller

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

         4.1       Authority as to Execution.

                  (a) The Seller has full legal power, authority and capacity to
execute and deliver this Agreement, and the Noncompetition Agreement, and to
perform the Seller's obligations under this Agreement, and the Noncompetition
Agreement. This Agreement and the Noncompetition Agreement constitute valid and
legally binding obligations of the Seller, enforceable in accordance with their
terms. The execution and delivery of this Agreement and the agreements and
instruments called for by this Agreement by or on behalf of the Seller and the
consummation of the transactions contemplated hereunder and thereunder, subject
to the terms of this Agreement, have each been duly authorized by all necessary
corporate action, including Board of Director approval.
<PAGE>

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

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

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

         4.3 Environmental Standards. Except as set forth on Schedule 4.3, the
Seller has operated the Business in substantial compliance, in all material
respects ,with all limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
or required under the common law or any federal, state, local or foreign law,
regulations, ordinances, permits, licenses, consent decrees, orders and
clearances relating to pollution, the environment, or the use, storage,
transportation or disposal of pollutants, dangerous substances, toxic
substances, hazardous wastes, medical wastes, infectious wastes or hazardous
substances (collectively, the "Environmental Laws").

          4.4 Taxes. Except as set forth on Schedule 4.4, the Seller has timely
filed all federal, state, local and other tax returns required to be filed by it
<PAGE>

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

         4.5 Title. Except as described on Schedule 4.5, the Seller has and will
transfer to the Buyer at the Closing good title to all of the assets included
among the Purchased Assets, free and clear of any mortgages, security interests,
pledges, liens, claims or encumbrances. Except as identified on Schedule 1.1,
none of the Purchased Assets are leased.

         4.6       Property, Equipment and Operations.

                  (a) The Purchased Assets are, to the best of the Seller's
knowledge, all of the assets which are reasonably necessary for the operation of
the Business as operated prior to the Closing by the Seller.

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

         4.7 Insurance. The Seller has provided the Buyer with a true and
correct list of all policies of insurance which insure the Purchased Assets or
the Business, setting forth the types and amounts of coverage. The parties
acknowledge that upon the Closing, the policies of the Seller will terminate
with respect to all claims that relate to activities or events that occur or
arise after the Closing Date Schedule 4.7 is a true and correct list of all
claims against such insurance policies during the past two years.

         4.8 Disclosure. To the best of Seller's knowledge, no representation or
warranty made by the Seller in this Agreement and no statement made in or any
<PAGE>

amount set forth on any schedule called for by and incorporated into this
Agreement is false or misleading in any material respect or omits to state any
fact necessary to make any such representation or statements not misleading in
any material respect.

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

         4.10        Compliance with Healthcare Regulatory Compliance.

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

                  (b) The structure and operations of Business by and the
activities of the respective officers, directors and managing employees of the
Seller are, and at all times have been, in compliance in all material respects
with all relevant federal and state laws regulating health services or payment
including, but not limited to, the federal Anti-kickback Statute, Social
Security Act ("SSA") ss. 1128B(b), the Stark Anti-Self-Referral Law, SSA ss.ss.
1877 and 1903(s), the Anti-Inducement Law, SSA ss. 1128A(a)(5), the Civil False
Claims Act, 31 U.S.C. ss.ss. 3729 et. Seq., the Administrative False Claims Law,
SSA ss. 1128B(a), the administrative simplification provisions of the Health
Insurance Portability and Accountability Act of 1996, SSA ss.ss. 1171-1179, the
exclusion laws, SSA ss. 1128, the anti-misleading statements provision, SSA ss.
1129, and any other state or federal law, regulation, guidance document, manual
provision, program memorandum or OIG or CMS opinion letter, or other issuance
which regulates kickbacks, patient or program charges, recordkeeping, referrals,
<PAGE>

the hiring of employees or acquisition of services or supplies from those who
have been excluded from federal health care programs, quality, safety, privacy,
security, accreditation or any other aspect of providing health care.

                  (c) The Seller has not entered into any contract, agreement or
arrangement creating a "financial relationship" as defined in 42 U.S.C. ss.
1395nn, with a physician, if that physician refers patients to the Seller for
designated health services, as defined in 42 U.S.C. ss. 1395nn, except in
compliance with the law.

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

         4.11 Contracts and Commitments. Except for the Assumed Contracts, and
as described on Schedule 4.11, the Seller is not a party to any contract or
commitment relating to the Business, and neither the Business nor the Purchased
Assets are the subject of any contract or commitment. Each of the Assumed
Contracts is valid and binding agreements of the parties to such contracts in
accordance with its terms, and, to the best of the Seller's knowledge, no party
to the Assumed Contracts is in default under such contracts.

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

         4.13 Litigation. Except as disclosed on Schedule 4.13, there are no
actions, suits or proceedings, pending, or, to the best of the Seller's
knowledge,, threatened before any court, commission, agency or other
administrative authority against, or affecting the Business or the Purchased
Assets and, except as disclosed on Schedule 4.13, the Seller is not the subject
of any order or decree relating to or affecting the Business or the Purchased
Assets other than those of general application.

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

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

         4.15     Employment Contracts.   There are no written or oral contracts
for employment of any personnel of the Business.
                
         4.16 Employee Benefit and Retirement Plans. Except as disclosed on
Schedule 4.16, the Seller does not now maintain any "employee pension benefit
plan" or any "employee welfare benefit plan" (as defined respectively in Section
3(2) and 3(1) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") on behalf of the Business's employees, and, except as disclosed on
Schedule 4.16, the Seller does not maintain any retirement plans, bonus
arrangements, life insurance or medical insurance programs or any other fringe
benefit arrangements for any employees whether written or unwritten. The Seller
acknowledges and agrees (i) that the Buyer shall not be treated as a successor
employer within the meaning of Treasury Regulation ss. 54-4980B-9 (COBRA), and
(ii) to retain all obligations under COBRA for all employees of the Business,
whether or not hired by Buyer.

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

         4.18 Worker's Compensation. Except as disclosed on Schedule 4.18, the
Seller is in compliance with all worker's compensation laws with respect to the
Business and have worker's compensation insurance coverage in full force and
effect with respect to the Business, except where any such non-compliance or
lack of coverage would not have a material adverse effect on the Buyer's
ownership, possession or use of the Business or the Purchased Assets, or on the
consummation of the transactions contemplated under this Agreement.

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

         4.20 Consents. Except as described on Schedule 4.20, no consents,
approvals or authorizations of, any third parties is required in connection with
<PAGE>

the execution and delivery of this Agreement by the Seller and consummation by
the Seller of the transactions contemplated hereby.

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

         4.22 Financial Statements; Absence of Liabilities. The Seller has
provided Buyer with true and correct copies of Departmental Income Statements
for its Caretenders and Community Home Health Departments for the fiscal years
ending September 30, 2004 and 2005, described on Schedule 4.22. Such Income
Statements were prepared in the ordinary course of business and, to the best of
the Seller's knowledge, accurately reflect departmental gross revenues and
certain direct staff and supply expenses for the periods covered. However, such
statements were not prepared in accordance with GAAP, and do not reflect all the
expenses of the Business, including without limitation employee benefits, rent,
utilities and overhead, and may not reflect all contractual adjustments. To be
best of Seller's knowledge, the Purchased Assets are not subject to, any
liabilities, whether known, unknown contingent or otherwise, that would have a
material adverse affect on the Business.

             Article 5 - Representations and Warranties of the Buyer

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

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

         5.2 Organization and Entity Authority. The Buyer is a limited liability
company duly organized, validly existing and in good standing under the laws of
the Commonwealth of Kentucky, and qualified as a foreign corporation to do
business in the State of Florida, with full legal power and authority to
execute, deliver and perform its obligations under this Agreement and the
instruments called for by this Agreement.

         5.3 No Violation of Law; Other Agreements. Neither the execution and
delivery of this Agreement or the instruments called for by this Agreement, nor
consummation of the transaction herein or therein contemplated, nor compliance
with the terms, conditions and provisions hereof or thereof, will conflict with
or violate any provision of law or of the Articles of Organization or the
Operating Agreement of the Buyer, or result in a violation or default in any
<PAGE>

provision or any regulation, order, writ, injunction or decree of any court or
governmental agency or authority, or of any agreement or instrument to which the
Buyer is a party or by which the Buyer is bound or subject.

         5.4 Commissions. Except for the obligation of the Buyer to Stoneridge
Partners, the Buyer has not authorized any person to act in such a manner as to
give rise to any valid claim against the Seller for a brokerage commission,
finder's fee, or similar payment as a result of the transactions contemplated
under this Agreement. The Buyer acknowledges and agrees that it shall be solely
responsible for fees and commissions due to Stoneridge Partners.

         5.5 Consents. To the best of the Buyer's knowledge, the consents listed
on Schedule 5.5 constitute all of the consents required for the Buyer to close
the transactions contemplated by this Agreement.

                       Article 6 - Covenants of the Seller

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

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

                  (b) default in any respect under any loan, material contract,
agreement, lease or commitment;

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

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

                  (e) hire any employees, increase any compensation to
employees, enter into any employment arrangement, agreement or undertaking, or
pay or promise to pay any fringe benefit, bonus or special compensation to
employees, except in the ordinary course of business;
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                  (f) impede the Buyer, its counsel, accountants and other
representatives from reasonable access, during normal business hours and upon
reasonable advance notice, to the Business and the Purchased Assets so that the
Buyer may have the opportunity to conduct a reasonable investigation of the
Business;

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

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

         6.2       Sales, Etc. The Seller agrees to not sell, lease, remove or
otherwise dispose of any of the Purchased Assets, which are located or used in
the Business (except for retirements and replacements in the ordinary course of
business, provided that all items which are retired or replaced are
contemporaneously replaced by items of substantially equivalent value), or
liquidate or dissolve.

         6.3       Insurance.   Through the Closing Date, the Seller