ASSET PURCHASE AGREEMENT

EXHIBIT 10.28

ASSET PURCHASE AGREEMENT

by

and

between

GEO CARE, INC.

AND

ATLANTIC SHORES HOSPITAL, LLC

Dated as of December 9, 2005

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (“ Agreement ”) is made and entered into as of December 9, 2005, by and among GEO Care, Inc., a Florida corporation (“ Seller ”), and Atlantic Shores Hospital, LLC, a Delaware limited liability company (“ Buyer ”). Psychiatric Solutions, Inc. (“ PSI ”) and The GEO Group, Inc. (“ GEO ”) are also parties to this Agreement for the purpose of being subject to the indemnity obligations set forth in Article 10.

W I T N E S S E T H:

      WHEREAS , Seller owns and operates Atlantic Shores Hospital, a psychiatric inpatient facility (the “ Facility ” and together with Seller’s business and operations conducted solely at the Facility and not elsewhere, the “ Business ”), located at 4545 North Federal Highway, Fort Lauderdale, FL 33308; and

      WHEREAS , Buyer desires to acquire substantially all of the assets of Seller associated with the Business, and Seller desires to sell such assets to Buyer, all as more fully set forth below.

      NOW, THEREFORE, for and in consideration of the premises, and the agreements, covenants, representations and warranties hereinafter set forth, and other good and valuable consideration, the receipt and adequacy all of which are forever acknowledged and confessed, the parties hereto hereby agree as follows:

      1. DEFINITIONS AND INTERPRETATION

      1.1 Definitions. Capitalized terms used in this Agreement shall have the following meanings:

     “ Affiliate ” means as to the Person in question, any Person that directly or indirectly controls, is controlled by, or is under common control with, the Person in question and any successors or assigns of such Persons; and the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through ownership of voting securities, by contract or otherwise ; provided that, with respect to Seller, “Affiliate” shall not include officers or directors of Seller.

     “ Agency Settlements ” means rights to settlements and retroactive adjustments, if any, arising under the terms of the Medicare program or the TRICARE program and against any third party payor programs which settle upon a basis other than an individual claim basis.

     “ Agreement ” has the meaning set forth in the Preamble.

     “ Assets ” has the meaning set forth in Section 2.1 .

     “ Assignment and Assumption Agreement ” has the meaning set forth in Section 4.2 .

     “ Assumed Contracts ” has the meaning set forth in Section 2.1 .

     “ Assumed Liabilities ” has the meaning set forth in Section 3.2 .

     “ Balance Sheet Date ” has the meaning set forth in Section 5.5 .

     “ Benefit Plans ” means all “employee benefit plans,” as defined in Section 3(3) of ERISA, all benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive compensation, deferred compensation, profit sharing, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday, sick leave, equity-based, fringe benefit or welfare and other employee benefit plans (whether oral or written, qualified or non-qualified) and employment agreements and any trust, escrow or other funding arrangement related thereto relating to the Facility and the Business.

     “ Bill of Sale ” has the meaning set forth in Section 4.2 .

     “ Business ” has the meaning set forth in the Recitals.

     “ Business Associate Agreements ” has the meaning set forth in Section 5.16 (f) .

     “ Buyer ” has the meaning set forth in the Preamble.

     “ Buyer Indemnified Parties ” has the meaning set forth in Section 10.1 .

     “ Claims ” has the meaning set forth in Section 10.5 .

     “ Closing ” has the meaning set forth in Section 4.1 .

     “ Closing Date ” has the meaning set forth in Section 4.1 .

     “ CMS ” means the Centers for Medicare and Medicaid Services.

     “ COBRA ” means Title I, Part 6, of ERISA.

     “ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

     “ Competing Business ” has the meaning set forth in Section 9.8(a) .

     “ Confidential Information ” has the meaning set forth in Section 12.2 .

     “ Cost Reports ” has the meaning set forth in Section 5.19 .

     “ Covered Entities ” has the meaning set forth in Section 5.16(a) .

     “ Effective Time ” has the meaning set forth in Section 4.1 .

     “ Employment Agreement ” has the meaning set forth in Section 4.2 .

     “ Encumbrances ” means mortgages, liens, restrictions, agreements, claims, easements, encroachments, rights of way, building use, exceptions, variances, reservations, pledges, security interests, conditional sales agreements, rights of first refusal, options, obligations, restrictions, liabilities, charges or limitations of any nature.

     “ Environmental Claim ” means any claim, action, cause of action, investigation or notice (in each case in writing or, if not in writing, to the knowledge of Seller) by any person alleging potential liability (including potential liability for investigatory costs, cleanup costs,

governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from the presence, or release or threat of release into the environment, of any Materials of Environmental Concern at any location, whether or not owned or operated by Seller.

     “ Environmental Laws ” means, as they exist on the date hereof, all applicable United States federal, state, and local laws, regulations, codes and ordinances relating to pollution or protection of human health (as relating to the environment or the workplace) and the environment (including ambient air, surface water, ground water, land surface or sub-surface strata), including laws and regulations relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern, including, but not limited to Comprehensive Environmental Response, Compensation and Liability Act (“ CERCLA ”), 42 U.S.C. § 9601 et seq., Resource Conservation and Recovery Act (“ RCRA ”), 42 U.S.C. § 6901 et seq., Toxic Substances Control Act (“ TSCA ”), 15 U.S.C. § 2601 et seq., Occupational Safety and Health Act (“ OSHA ”), 29 U.S.C. § 651 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., each as may have been amended or supplemented, and any applicable environmental transfer statutes or laws.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

     “ ERISA Affiliate ” means (A) any related company or trade or business that is required to be aggregated with Seller under Code Sections 414(b), (c), (m) or (o); (B) any other company, entity or trade or business that has adopted or has ever participated in any Benefit Plan; and (C) any predecessor or successor company or trade or business of Seller.

     “ Excluded Assets ” has the meaning set forth in Section 2.2 .

     “ Excluded Contracts ” means those contracts, agreements, leases and commitments to which Seller or its Affiliates are a party that (i) are insurance contracts, (ii) relate to Seller’s Benefit Plans, (iii) primarily relate to facilities, businesses and operations of Seller other than the Facility and Business (including, without limitation, group purchasing agreements), (iv) evidence intercompany transactions between or among Seller and its Affiliates or their respective directors, officers and employees, (v) are employment or severance agreements, or (vi) are listed on Schedule 1.1(vi) hereto.

     “ Excluded Liabilities ” has the meaning set forth in Section 3.3 .

     “ Facility ” has the meaning set forth in the Recitals.

     “ Federal Healthcare Programs ” means the Medicare and TRICARE programs.

     “ Federal Privacy Regulations ” means the regulations contained in 45 C.F.R. Parts 160 and 164, as amended.

     “ Federal Transaction Regulations ” means the regulations contained in 45 C.F.R. Parts 160 and 162, as amended.

     “ Financial Statements ” has the meaning set forth in Section 4.6(a) .

     “ GAAP ” means generally accepted accounting principals.

     “ GAAP Exceptions ” means unaudited financial statements not prepared in accordance with GAAP to the extent that such financial statements (a) are subject to cost report and other year-end audit

adjustments, (b) do not contain footnotes, (c) were prepared without physical inventories, (d) are not restated for subsequent events, (e) may not contain a statement of construction in process, and (f) as set forth on Schedule 1.1(f) attached hereto.

     “ GEO ” has the meaning set forth in the Preamble.

     “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, bureau, agency, department, board, commission or instrumentality of the United States, any State of the United States or any political subdivision thereof, any contractor contracted by such governmental or quasi-governmental entity to carry out a portion of its functions, and any tribunal or arbitrator(s) of competent jurisdiction.

     “ Governmental Authorization ” means any approval, certificate of authority, certificate of need, accreditation, license, registration, permit, franchise, right, or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any law.

     “ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. Sections 1320d through d-8.

     “ Indemnitee ” has the meaning set forth in Section 10.5 .

     “ Indemnitor ” has the meaning set forth in Section 10.5 .

     “ Purchase Price ” has the meaning set forth in Section 3.1 .

     “ Intellectual Property Assets ” means all intellectual property rights (common law, statutory or otherwise), including patents (including all reissues, divisions, continuations and extensions), trademarks, service marks, trade names, copyrights, and registrations and applications for any and all of the foregoing, internet domain names, formulae, algorithms, designs, inventions, methodologies, specifications, know-how, trade secrets, computer software programs and code (both object and source), development tools and proprietary information, technologies and processes, and all documentation and media describing or relating to the above, in any format, whether hard copy or machine-readable only, but specifically excludes the name GEO Care, all abbreviations and variations thereof and service marks, symbols and logos and any other intellectual property related thereto.

     “ Interest Commencement Date ” has the meaning set forth in Section 3.8 .

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

     “ Losses ” has the meaning set forth in Section 10.1 .

     “ Material Adverse Effect ” means any event, occurrence, fact, condition, change or effect that (i) is, or is reasonably likely in the future to be, individually or in the aggregate, materially adverse to the business, operations, results of operations, condition (financial or otherwise), properties, rights, obligations or assets of the Facility or the Business or (ii) materially impairs or delays, or is reasonably likely to materially impair or delay, the ability of Seller to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement.

     “ Materials of Environmental Concern ” means chemicals, pollutants, contaminants, hazardous materials, hazardous substances and hazardous wastes, medical waste, toxic substances, petroleum and

petroleum products and by-products, asbestos-containing materials, PCBs, and any other chemicals, pollutants, substances or wastes, in each case regulated under any Environmental Law.

     “ Medical Waste ” includes, but is not limited to, (a) pathological waste, (b) blood, (c) sharps, (d) wastes from surgery or autopsy, (e) dialysis waste, including contaminated disposable equipment and supplies, (f) cultures and stocks of infectious agents and associated biological agents, (g) contaminated animals, (h) isolation wastes, (i) contaminated equipment, (j) laboratory waste and (k) various other biological waste and discarded materials contaminated with or exposed to blood, excretion, or secretions from human beings or animals. “Medical Waste” also includes any substance, pollutant, material, or contaminant listed or regulated under the Medical Waste Tracking Act of 1988, 42 U.S.C. § 6992, et seq. (“ MWTA ”), and applicable state law.

     “ Medical Waste Law ” means the following, including regulations promulgated and orders issued thereunder, all as may be amended from time to time: the MWTA, the U.S. Public Vessel Medical Waste Anti-Dumping Act of 1988, 33 USCA § 2501 et seq., the Marine Protection, Research, and Sanctuaries Act of 1972, 33 USCA § 1401 et seq., The Occupational Safety and Health Act, 29 USCA § 651 et seq., the United States Department of Health and Human Services, National Institute for Occupations Self-Safety and Health Infectious Waste Disposal Guidelines, Publication No. 88-119, and any other federal, state, regional, county, municipal, or other local laws, regulations, and ordinances insofar as they purport to regulate Medical Waste, or impose requirements relating to Medical Waste.

     “ Permitted Encumbrances ” has the meaning set forth in Section 5.8 .

     “ Person ” means any individual, corporation, company, body corporate, association, partnership, limited liability company, firm, joint venture, trust or Governmental Authority

     “ Prohibited Activities ” has the meaning set forth in Section 9.8(a) .

     “ Provider Agreements ” has the meaning set forth in Section 5.18 .

     “ Provider Numbers ” has the meaning set forth in Section 5.18 .

     “ PSI ” has the meaning set forth in the Preamble.

     “ Purchase Price ” has the meaning set forth in Section 3.1 .

     “ Real Estate Laws ” means all applicable zoning and other land use and similar laws, codes, ordinances, rules, regulations and orders, including the Americans With Disabilities Act (other than Environmental Laws).

     “ Real Property ” means all of the real property described in Schedule 5.7(a)(i) hereto, including easements appurtenant benefiting Seller or the Facility, together with all buildings, improvements and fixtures thereon, all easements and other appurtenances and rights thereto and together with any rights or interests of Seller in any adjacent streets, rights of way or drainage areas serving the Facility.

     “ Real Property Deed ” has the meaning set forth in Section 4.2 .

     “ Restricted Territory ” means the Miami-Dade and Broward Counties in the State of Florida.

     “ Seller ” has the meaning set forth in the Preamble.

     “ Seller Indemnified Parties ” has the meaning set forth in Section 10.2 .

     “ Seller Intellectual Property Assets ” means the Intellectual Property Assets used or owned by Seller and its Affiliates in connection with the Facility and the Business as currently conducted, but excluding the name “GEO Care,” all abbreviations and variations thereof and service marks, symbols and logos and any other intellectual property related thereto.

     “ Tax Allocation ” has the meaning set forth in Section 3.5 .

     “ Taxes ” means all applicable taxes, charges, duties, fees, levies or other assessments, including income, excise, property, sales, use, gross receipts, recording, insurance, value added, profits, license, withholding, payroll, employment, net worth, capital gains, transfer, stamp, social security, environmental, occupation and franchise taxes, imposed by any Governmental Authority, and including any interest, penalties and additions attributable thereto.

     “ Tax Returns ” means any federal, state, local and foreign returns, reports, information returns, declarations, statements and other documents relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     “ Third Party Intellectual Property Assets ” has the meaning set forth in Section 5.11(b) .

     “ WARN Act ” means the Worker Adjustment and Retraining Notification Act, as amended, and the regulations promulgated thereunder.

     “ Workforce ” has the meaning set forth in Section 5.16(c).

      1.2 Interpretation . In this Agreement, unless the context otherwise requires:

          (a) References to this Agreement are references to this Asset Purchase Agreement and to the Schedules and Exhibits hereto;

          (b) References to Articles and Sections are references to articles and sections of this Agreement;

          (c) References to any party to this Agreement shall include references to its respective successors and permitted assigns;

          (d) References to a judgment shall include references to any order, writ, injunction, decree, determination or award of any court or tribunal;

          (e) The terms “hereof,” “herein,” “hereby,” and any derivative or similar words will refer to this entire Agreement;

          (f) References to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced by the parties from time to time;

          (g) References to any law are references to that law as of the date hereof and the Closing Date, and all rules and regulations promulgated thereunder;

          (h) The word “including” shall mean including, without limitation;

          (i) References to the “knowledge” of Seller and similar variations thereof, shall mean matters, events and occurrences that are known or should reasonably have been known, as of the relevant date, by Jeff Byrd, Susan Francis or Scott Segal, given the respective capacities in which such persons are employed at the Facility as of the date hereof; and

          (j) References to time are references to Eastern Standard or Daylight Time (as in effect on the applicable day) unless otherwise specified herein.

      2. SALE OF ASSETS AND CERTAIN RELATED MATTERS

           2.1 Sale and Transfer of the Assets . Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and acquire at Closing all assets, tangible and intangible, real, personal or mixed, other than the Excluded Assets, owned or leased by Seller or any Affiliate of Seller and used in the operations of the Business, including, without limitation, the following items (collectively, the “ Assets ”): (i) fee simple title to the Real Property and buildings described in Schedule 5.7(a)(i) hereto, together with all improvements and fixtures located thereon or therein; (ii) all equipment, whether movable or attached to the Real Property, vehicles, furniture and furnishings; (iii) all supplies and inventory; (iv) prepaid expenses that are transferable to and useable by Buyer; (v) accounts receivable and the right to receive, consistent with Section 3.4 , an amount equal to the Government Patient Receivables; (vi) subject to applicable law, all current financial, patient, medical staff and personnel records; (vii) all right, title and interest of Seller in, to or under all commitments, contracts, leases, purchase orders and agreements outstanding that relate primarily to the Facility and the Business or that otherwise relate primarily to the Assets (other than the Excluded Contracts) (collectively, the “ Assumed Contracts ”); (viii) to the extent assignable, all Governmental Authorizations, Medicare provider numbers and permits held by Seller relating to the ownership, development and operations of the Business; (ix) all claims, causes of action and judgments relating to the Assets arising from acts, omissions, facts or circumstances occurring at or after the Effective Time; (x) Seller’s goodwill in respect of the Business; (xi) rights to any Agency Settlements arising at or after the Effective Time; and (xii) Seller’s right to use the name “Atlantic Shores Hospital” and all variations thereof, all patents, patent applications, trade names, trademarks, service marks, trade secrets, copyrights and other intellectual property owned by Seller, and all of Seller’s rights to use all patents, patent applications, trade names, trademarks, service marks, trade secrets, copyrights and other intellectual property of other Persons.

           2.2 Excluded Assets . Notwithstanding anything herein to the contrary, the following assets that are associated with Seller’s operations of the Business are not intended by the parties to be a part of the Assets and shall be excluded from such purchase and the definition of the Assets (collectively, the “ Excluded Assets ”): (i) rights to Agency Settlements arising prior to the Effective Time, (ii) any and all cash and cash equivalents owned or held by Seller (including certificates of deposit and checking and money market accounts); (iii) Seller’s records, books, minute books, tax records, and any records that by law Seller is required to retain in its possession and all books and records relating to the Excluded Assets and the Excluded Liabilities; (iv) all assets, rights and funds in connection with any Benefit Plan described in Section 5.26(a) ; (v) all of Seller’s insurance proceeds arising in connection with the Business prior to the Closing; (vi) except as provided in Section 3.4 , the Government Patient Receivables; (vii) other assets of the Seller not specifically used in connection with or operation of the Facility or Business (including all assets used in connection with Seller’s other healthcare operations and business not relating to the Facility and Business); (viii) the Excluded Contracts; (ix) any reserves or prepaid expenses to the extent related to Excluded Assets and Excluded Liabilities and, with respect to the

prepaid expenses, to the extent not transferable to and useable by Buyer; (x) all rights of Seller under or pursuant to this Agreement; (xi) all intercompany receivables of Seller with any of its Affiliates; (xii) computer software, programs and hardware, data processing system manuals and licensed software materials owned or leased by or licensed to The GEO Group, Inc., as more particularly described in Schedule 2.2 ; (xiii) any asset which would revert to the employer upon the termination of any Seller Benefit Plan, including assets representing a surplus or overfunding of any Seller Benefit Plan; (xiv) the name GEO Care, all abbreviations and variations thereof and service marks, symbols and logos and any other intellectual property related thereto, together with any names, symbols or abbreviations used by Seller for operations other than the Facility; (xv) the portions of inventory, prepaids and other Assets disposed of, expended or canceled, as the case may be, by Seller after the date hereof and prior to the Effective Time in the ordinary course of business; (xvi) assets owned and provided by vendors of services or goods to the Facility; (xvii) all claims, rights, interests and proceeds with respect to federal, state or local tax refunds (including but not limited to property tax) resulting from periods ending on or before the Effective Time, and the right to pursue appeals of same; (xviii) all claims, causes of action and judgments in favor of Seller arising from acts, omissions, facts or circumstances occurring prior to the Effective Time, whether or not relating to the Assets; and (xix) those assets set forth on Schedule 2.2 .

           2.3 Title to Property . In connection with the sale of the Real Property hereunder, Buyer shall obtain a title commitment, at Buyer’s expense, from a title insurance company selected by Buyer, disclosing all matters of record which relate to the title to the Real Property and the requirements for both closing the purchase and issuing a standard owner’s ATLA coverage title policy. Buyer shall also obtain, at Buyer’s expense, an ALTA survey of the Real Property. Buyer shall notify Seller and the title company’s agent in writing within 10 days of receipt of the title commitment and survey of any unacceptable conditions of title that do not conform to Seller’s representations in Sections 5.7 and 5.8 below (“Title Defect”). Seller shall have the right, at its sole option, within 20 days following receipt of such notice in which to (i) attempt to cure any such Title Defect or make arrangements satisfactory to the Title Company for the cure (including affirmative insurance over) or removal of record of any such Title Defect, or (ii) elect not to cure such Title Defects. If any such Title Defect is not cured or otherwise provided for as required in this Section prior to the expiration of Seller’s 20-day cure period, Buyer may elect within 10 days thereafter by written notice to Seller to either: (i) terminate this Agreement, in which event the parties shall have no further obligation or liability to each other under this Agreement or (ii) accept the Real Property as is with the Title Defect(s). Title Defects which are so accepted will be deemed to be Permitted Encumbrances hereunder. If Buyer fails to timely notify Seller within said 10-day period of Buyer’s election pursuant to this Section, Buyer will be deemed to have elected accept with Real Property with the Title Defect(s).

           2.4 Disclaimer of Warranties . . Except as otherwise set forth in Article 5 hereof, the Assets transferred to Buyer will be sold by Seller and purchased by Buyer in their physical condition on the Closing Date, “ WHERE IS, AS IS ,” and WITH NO WARRANTY OF HABITABILITY OR FITNESS FOR HABITATION , with respect to the Real Property, land, buildings and improvements, and WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE , with respect to the physical condition of all other Assets, any and all of which warranties (both express and implied) Seller hereby disclaims. All of the Assets shall be further subject to normal wear and tear on the land, buildings, improvements and equipment and normal and customary use of the inventory and supplies in the ordinary course of business up to the Closing.

      3. FINANCIAL ARRANGEMENTS

      3.1 Purchase Price . Subject to the terms and conditions hereof, in reliance upon the representations, warranties, covenants and agreements of Seller herein set forth and as consideration for the sale and purchase of the Assets as herein contemplated, Buyer shall pay to Seller a purchase price (the “ Purchase Price ”) equal to $11,500,000. The Purchase Price shall be paid to Seller at Closing by check dated the date of the Effective Time (or upon the consent of Seller and Buyer, by wire transfer of immediately available funds) in the amount of $11,500,000, and if the Purchase Price is paid by check, such check shall be dated no later than the date of the Effective Time and shall be accompanied by a letter of credit (in a form reasonably acceptable to Buyer and Seller) that may be drawn on Bank of America in the event such check is returned for insufficient funds. Seller shall pay Buyer immediately on demand, as a reimbursement for all costs, fees and expenses incurred as a result of preparing and providing the letter of credit, an amount equal to the greater of $25,000 or the actual documented costs, fees, and expenses incurred by Buyer in connection with the preparation and provision of the letter of credit (but in an aggregate amount not to exceed $40,000).

      3.2 Assumed Liabilities . As of the Effective Time, Buyer shall assume and agree to pay, perform and discharge (i) obligations under the Assumed Contracts arising out of and relating to the period after the Effective Time and all other liabilities and other obligations relating to the Facility or the Business (including, without limitation, the ownership and/or operation thereof) arising out of and relating to the period after the Effective Time; (ii) liabilities for Seller’s accounts payable and other current liabilities; (iii) employee payroll accrual of the Seller in respect of the Business, together with associated payroll taxes and contributions; (iv) accrued vacation and sick days of the Employees (as defined in Section 5.27(b) hereof) of Seller in respect of the Business who commence employment with Buyer, together with associated payroll taxes and contributions; and (v) any Taxes resulting from the ownership and/or operation of the Business and the Assets after the Effective Time, including, but not limited to, any post-Effective Time portion of any taxable periods beginning before but ending after the Effective Time (collectively, the “ Assumed Liabilities ”). Notwithstanding anything above to the contrary, Buyer shall not be liable for (x) uncured defaults in performance of the Assumed Liabilities for periods prior to the Effective Time and (y) unpaid amounts in respect of the Assumed Liabilities that are past due as of the Effective Time in accordance with the terms of the obligation and not accrued on the books of Seller.

      3.3 Excluded Liabilities . Except as expressly provided to the contrary in this Agreement (including, but not limited to, Section 3.2 above), under no circumstance shall Buyer be obligated to pay or assume, and none of the Assets shall be or become liable for or subject to, any liability of Seller or its Affiliates, including the following, whether fixed or contingent, recorded or unrecorded, known or unknown, and whether or not set forth on the Schedules hereto (collectively, the “ Excluded Liabilities ”):

          (a) any obligation or liability accruing, arising out of, or relating to acts or omissions of any Person in connection with the Assets or the operation of the Business prior to the Effective Time;

          (b) any obligation or liability accruing, arising out of, or relating to any act or omission by Seller, any of its Affiliates, or any of their respective medical staff, employees, agents, vendors or representatives before or after the Effective Time (it being understood that any act or omission by the medical staff, employees, agents, vendors and representatives of the Facility and Business as of and after the Effective Time will not be the responsibility of Seller and its Affiliates);

          (c) any obligation or liability accruing, arising out of, or relating to any breach of any Assumed Contract by Seller or any of its Affiliates prior to the Effective Time;

          (d) any obligation or liability accruing, arising out of, or relating to any Excluded Contract;

          (e) any long-term indebtedness (including the current portion thereof);

          (f) any indebtedness for borrowed money, including indebtedness owed to a bank or other similar financial institution;

          (g) any intercompany or related-party indebtedness;

          (h) any liability or obligation for severance with respect to employees of Seller or its Affiliates;

          (i) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations, claims or actions with respect to acts or omissions (or suspected or alleged acts or omissions) of Seller, any of its Affiliates or any of their respective employees, medical staff, agents, vendors prior to the Effective Time;

          (j) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Seller, any of its Affiliates or any of their respective directors, officers, employees and agents claimed to violate any laws;

          (k)  Reserved.

          (l) any liabilities or obligations of Seller or any of its Affiliates of every kind and nature, known and unknown, arising under the terms of the Medicare, TRICARE or any other third-party payor programs or health insurers, in respect of, arising out of or as a result of (i) periods prior to and up to the Effective Time, or (ii) the consummation of the transactions contemplated hereby, including claims for overpayments or other excessive reimbursement or non-covered services or any penalties or sanctions relating thereto; and (iii) any liability of Seller under, arising prior to or relating to any period prior to the Effective Time from any risk pools and other risk sharing agreements established in connection with any managed care contract assumed by Buyer hereunder;

          (m) any Taxes resulting from the ownership and/or operation of the Business and the Assets prior to the Effective Time, including, but not limited to, any pre-Effective Time portion of any taxable periods beginning before but ending after the Effective Time;

          (n) (i) except to the extent such liabilities are expressly assumed by Buyer in accordance with Section 3.2 , any liability with respect to Seller’s employees relating to periods prior to the Effective Time, including liability for (A) any compensation, Benefit Plan (as defined in Section 5.25(a) ) benefits, pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, paid time off, liability for any EEOC claim, wage and hour claim, unemployment compensation claim or workers’ compensation claim or personnel policy, including those relating to any termination of employment, and all employee wages and benefits, or (B) any payroll taxes; or (ii) any liability arising under the WARN Act with respect to a “covered employment loss” (as defined in the Warn Act) occurring prior to the Effective Time;

          (o) except as expressly provided to the contrary in this Agreement, liabilities for expenses incurred by Seller incidental to the preparation of this Agreement, the preparation or delivery of materials or information requested by Buyer, or the consummation of the transactions contemplated hereby, including all broker, counsel and accounting fees or any account payable which is attributable to

legal and accounting fees and similar costs incurred by Seller which are directly related to the sale of any of the Assets;

          (p) liabilities arising from or in connection with (i) any order of any Governmental Authority, (ii) the violation of any law, (iii) the violation of any Medicare or TRICARE program integrity or compliance agreement, each of the foregoing involving Seller or relating to or arising in connection with the use, operation, ownership or possession of the Assets prior to the Effective Time;

          (q) liabilities attributable to any of the Excluded Assets; and

          (r) except as expressly provided to the contrary in this Agreement, any other liability, fixed or contingent, known or unknown, relating to or arising out of the ownership, operation or use of the Business or the Assets prior to the Effective Time.

      3.4 Collection Procedure for Government Patient Receivables . Seller hereby appoints Buyer, and Buyer agrees to act, as Seller’s collection agent with respect to the Government Patient Receivables. In connection therewith, on or before the Effective Time Buyer shall establish a “lock box” standing in Seller’s name and under Seller’s control at a financial institution selected by Seller and reasonably acceptable to Buyer. After the Effective Time, Buyer shall deposit all cash, checks, drafts or other similar items of payment with respect to all of the Government Patient Receivables in such lock box. On or before the Effective Time, Seller shall take commercially reasonable action to cause Governmental Patient Receivables to be deposited directly into such lock box. Seller shall have the exclusive authority to withdraw funds from such lock box. Seller hereby assigns all amounts deposited by Buyer, as collection agent, into the lock box to Buyer in satisfaction of Seller’s obligation pursuant to Section 2.1(v) hereof to transfer to Buyer an amount equal to the value of Seller’s Government Patient Receivables. “Government Patient Receivables” means accounts receivable existing at the Effective Time arising from the rendering of services and the provision of medicines, drugs and supplies to patients and customers of the Business relating to Medicare, TRICARE and other third-party patient claims of Seller due from beneficiaries or governmental third-party payors.

      3.5 Allocation of Purchase Price . The Purchase Price for the Facility will be allocated among the Purchased Assets in the manner required by Section 1060 of the Code. In making such allocation, the fair market values will be agreed to by Buyer and Seller prior to the Effective Time and will be listed on Schedule 3.5 to be attached hereto prior to or at Closing. If the parties are unable to resolve any material differences with regard to the allocation of the Purchase Price among the Assets, then the real property (inclusive of buildings and improvements) will be valued at the assessed value (as reflected in the records of the Broward County Property Appraiser’s Office) plus 15% (or the net book value of such real property, if greater) and the remainder of the Purchase Price shall be allocated among the balance of the Assets. If the parties agree on the Purchase Price allocation, then to the extent required, all tax returns or other tax information they may file or cause to be filed with any Governmental Entity shall be prepared and filed consistently with such allocation.

      3.6 Prorations and Utilities . To the extent not otherwise prorated pursuant to this Agreement, Buyer and Seller shall prorate as of the Effective Time, any and all current real estate and personal property lease payments, charges against the real estate, power and utility charges and all other income and expenses that are normally prorated upon the sale of a going concern.

      3.7 Tax Proration . Buyer and Seller shall prorate as of the Effective Time any amounts with respect to (i) ad valorem and non-ad valorem taxes on the Assets and (ii) personal property taxes and real property taxes on the Assets. Payments for ad valorem and non-ad valorem, personal property and

real property taxes shall initially be determined based on the previous year’s taxes with respect to such property, after application of all discounts, if any.

      3.8 Interest . Unless otherwise provided herein to the contrary, any payment required to be made by any party pursuant to this Agreement, if not paid before five business days after the date such payment is required to be made hereunder (the “ Interest Commencement Date ”), shall include interest from the Interest Commencement Date to the day such payment is made, computed at a rate equal to the prime rate as published in The Wall Street Journal plus two percent. All requests for payment pursuant to this Section 3.8 shall be accompanied by a certificate of an officer of the party entitled to receive such payment setting forth the amount of the payment due pursuant to this Agreement (without regard to any amounts payable through operation of this Section 3.8 ) and the applicable Interest Commencement Date.

      4. CLOSING

      4.1 Closing . As soon as practicable following the satisfaction or waiver by the appropriate party of all the conditions precedent to Closing specified in Articles 7 and 8 hereof, the consummation of the sale and purchase of the Assets and the other transactions contemplated by and described in this Agreement (“ Closing ”) shall take place at 10:00 a.m. Eastern Daylight Time on the date on which all conditions precedent and other matters required to be completed as of the Closing Date have been completed or on such other date, time and place as the Parties shall mutually agree (the “ Closing Date ”); provided, however, that subject to Section 11.1(c) hereof, the Closing shall be effective as of 12:00 noon on January 1, 2006 (the “ Effective Time ”) unless the Closing shall not occur on January 1, 2006, in which case the Effective Time shall be 12:01 a.m. on the day following the Closing Date.

      4.2 Action of Seller at Closing . At Closing and unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following:

          (a) a special warranty deed, fully executed by Seller, transferring good title to the Real Property, the form of which is attached hereto as Exhibit 4.2(b) (the “ Real Property Deed ”);

          (b) a Bill of Sale and Assignment (the “ Bill of Sale ”), fully executed by Seller, transferring to Buyer good title to all tangible and intangible assets comprising the Assets (other than the Real Property), the form of which is attached hereto as Exhibit 4.2(c) ;

          (c) an Assignment and Assumption Agreement (the “ Assignment and Assumption Agreement ”), fully executed by Seller, pursuant to which Seller assigns and Buyer assumes all right, title and interest of Seller in, to and under the Assumed Contracts, the form of which is attached hereto as Exhibit 4.2(d) ;

          (d) a copy of resolutions duly adopted by the board of directors, board of trustees or other authorized governing body of Seller authorizing and approving the transactions contemplated hereby, Seller’s performance of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and the documents described herein to which Seller is a party, certified as true and of full force as of Closing by an appropriate officer of Seller;

          (e) the signature and incumbency of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and documents that Seller is required to deliver on or before the Closing Date pursuant to this Agreement, certified as true and accurate as of Closing by an appropriate officer of Seller;

          (f) a certificate of an officer of Seller certifying that each covenant and agreement of Seller to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects and that each of the representations and warranties of Seller set forth herein is true and correct in all material respects as of the Closing Date;

          (g) a certificate of existence and good standing (or its functional equivalent) of Seller from the Florida Secretary of State and any foreign qualifications of Seller, dated the most recent practical date prior to Closing; and

          (h) Seller shall supply an “owner’s affidavit” reasonably acceptable to the title company to cause the Schedule B-II “preprinted” exceptions (except for matters shown on the survey) to be deleted from the final title policy, together with such other certificates or matters as the title company shall reasonably require to satisfy Seller’s requirement to issue a valid Owner’s Title Policy, insuring Buyer’s interest in the Real Property in an amount equal to the value allocable to the same, and any endorsements to the policy reasonably requested by and available in the State of Florida .

      4.3 Action of Buyer at Closing . At Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller the following:

          (a) the Purchase Price;

          (b) the Bill of Sale and Assignment, fully executed by Buyer, pursuant to which Buyer will take assignment and assume title to the Assets;

          (c) the Assignment and Assumption Agreement, fully executed by Buyer, pursuant to which Buyer shall assume the Assumed Liabilities and the Assumed Contracts;

          (d) a copy of resolutions duly adopted by the board of directors of Buyer authorizing and approving the transactions contemplated hereby, Buyer’s performance of the transactions contemplated hereby and the execution, delivery and performance of this Agreement and the documents described herein to which it is a party, certified as true and of full force as of Closing by an appropriate officer of Buyer;

          (e) the signature and incumbency of the officers of Buyer authorized to execute and deliver this Agreement and the other agreements and documents that Buyer is required to deliver on or before the Closing Date pursuant to this Agreement, certified as true and accurate as of Closing by an appropriate officer of Buyer;

          (f) a certificate of an authorized officer of Buyer certifying that each covenant and agreement of Buyer to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects and that each of the representations and warranties of Buyer set forth herein is true and correct in all material respects as of the Closing Date;

          (g) a certificate of existence and good standing of Buyer from the Delaware Secretary of State, dated the most recent practical date prior to Closing; and

          (h) a certificate of authority and active status of Buyer from the Florida Secretary of State, dated the most recent practical date prior to Closing.

      4.4 Additional Acts . From time to time after Closing, Seller shall execute and deliver such other instruments of conveyance and transfer, and take such other actions as Buyer may reasonably request, to convey and transfer more effectively full right, title and interest to, to vest in, and to place Buyer in legal and actual possession of any and all of the Assets as contemplated by and in accordance with the terms of this Agreement, and (b) Buyer shall execute and deliver such other instruments and take such other actions as Seller may reasonably request to effectuate the transactions contemplated by this Agreement.

      5. REPRESENTATIONS AND WARRANTIES OF SELLER

     As of the date hereof, Seller represents and warrants to Buyer the following:

      5.1 Capacity of Seller . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Seller is duly qualified or licensed to transact business and is in good standing in all jurisdictions in which it conducts business except where he failure to be so qualified or licensed would not have a material adverse effect on the Facility or the Business . Seller has the requisite power and authority to enter into this Agreement, perform its obligations hereunder and to conduct its businesses as now being conducted. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller.

      5.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc . The execution, delivery and performance of this Agreement and all other agreements referenced in or ancillary hereto by Seller, and the consummation of the transactions contemplated herein by Seller:

          (a) are within Seller’s powers and are not in contravention of the terms of any of its governing documents or any amendments thereto;

          (b) except as set forth on Schedule 5.2(b) , will neither constitute a violation of or a default under, or conflict with, any term or provision of any contract, commitment, indenture, lease or other agreement, or any other restriction of any kind to which Seller is a party or by which Seller is bound, nor permit the acceleration of the maturity of the Assumed Liabilities, or the creation of any lien, charge or encumbrance affecting any Assets;

          (c) except as set forth on Schedule 5.2(c) , do not require Seller to obtain any approval or consent of, or give notice to or make any filing with, any Governmental Authority bearing on the validity of this Agreement that is required by law or the regulations of any such Governmental Authority;

          (d) will not violate any statute, law, rule or regulation of any Governmental Authority to which Seller or the Assets may be subject; and

          (e) will not violate any judgment of any court or Governmental Authority to which Seller or the Assets may be subject.

      5.3 Binding Agreement . This Agreement and all agreements contemplated by this Agreement to which Seller is or shall become a party are and will constitute the valid and legally binding obligation of Seller and will be enforceable against Seller in accordance with the respective terms hereof or thereof, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditor rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

      5.4 Organizational Structure . The GEO Group, Inc., a Florida corporation, owns 100% of the issued and outstanding capital stock of Seller. There are no outstanding securities, options, warrants, calls, rights or agreements to which Seller is a party obligating it to issue, deliver, sell or cause to be issued, delivered or sold capital stock or other voting securities. There are no outstanding contractual obligations of Seller to repurchase, redeem or otherwise acquire any shares of capital stock of Seller.

      5.5 Financial Statements; Internal Controls .

          (a)  Schedule 5.5 hereto contains copies of the following financial statements of Seller in respect of the Business (the “ Financial Statements ”): (i) audited balance sheets dated as of December 28, 2003 and January 2, 2005 and the unaudited balance sheet as of October 2, 2005 (the “Balance Sheet Date”); and (ii) audited income statements for the fiscal years ended January 1, 2004 and January 1, 2005 and the unaudited income statement for the period ended October 2, 2005. Such Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated; provided, however, that unaudited Financial Statements are subject to the GAAP Exceptions. Such balance sheets present fairly in all material respects the financial condition of Seller in respect of the Business as of the dates indicated thereon, and such income statements present fairly in all material respects the results of Seller’s operations in respect of the Business for the periods indicated thereon.

          (b) With the exception of the liabilities set forth on the Financial Statements, the liabilities set forth on Schedule 5.5 , and the liabilities incurred in the ordinary course of the business of Seller since the Balance Sheet Date , Seller does not have any liabilities with respect to the Business of any nature, whether absolute, accrued, contingent or otherwise or whether due or to become due. There is no prepaid or deferred revenue associated with or in connection with the Business.

          (c) Seller maintains disclosure controls and procedures designed to ensure that material information relating to the Business is made known to Seller’s Chief Executive Officer and Chief Financial Officer. Seller maintains internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

      5.6 Assumed Contracts; No Defaults . Attached hereto as Schedule 5.6 is a list of the Material Assumed Contracts. Seller has made available to Buyer copies of the Material Assumed Contracts. The foregoing notwithstanding, the availability to Buyer of the Business’ managed care contracts containing rates shall be delayed until such time as the respective counsel for Seller and Buyer mutually determine in order to comply with applicable federal antitrust considerations. There is not, under any of the Material Assumed Contracts, any existing default, event of default or other event which, with or without due notice or lapse of time or both, would constitute a default or event of default on the part of Seller, except such defaults, events of default and other events as to which requisite waivers or consents have been obtained. All of the Material Assumed Contracts are valid and binding obligations of the parties thereto, are in full force and effect and are enforceable against the parties thereto in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditor rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. “Material Assumed Contract” means any Assumed Contract that (a) obligates Seller to pay an amount of Twenty-Five Thousand dollars ($25,000) or more in any twelve month period or obligates Seller to pay an aggregate amount of Fifty Thousand Dollars ($50,000) or more, (b) has an unexpired term as of the Balance Sheet Date in excess of six (6) months that is not terminable upon sixty (60) days or less notice by Seller at any time during the term, without penalty, (c) contains a covenant not to compete or otherwise significantly restricts business activities, (d) limits the ability of Seller to conduct its business,

including as to manner or place, (e) contains a right of first refusal, (f) constitutes a collective bargaining agreement, (g) represents a contract upon which the business of the Hospital is substantially dependent or a contract which is otherwise material to the business of the Hospital, (h) represents a contract with a physician or any other referral source, or to the knowledge of Seller, an immediate family member of a physician (as that term is defined in 42 C.F.R. § 411.351) or any other referral source, including any contract with a pharmacy or any other supplier of medical products to patients of the Facility, (k) to the knowledge of Seller, represents a contract with an entity in which a referring physician or any other referral source (as that term is defined in 42 U.S.C. § 1395m(h)(7)) or a referring physician’s immediate family member has an ownership or investment interest, or (l) represents a third party payor, managed care or preferred provider organization contract.

      5.7 Real Property .

          (a) Seller owns good and marketable title in fee simple to the Real Property, which is described in Schedule 5.7(a)(i) hereto (which Schedule includes a legal description of all of the Real Property). The Real Property constitutes all of the owned real property used by Seller in the operation of the Business. There are no leases by Seller as landlord to third parties relating to the Business. A list and general description of the use of all real property leased by Seller as lessee from any third parties under any oral or written lease or license (each, a “Lease”), together with the relevant address, term, rental rate, area leased and whether such leased property is subject to Seller’s option to renew is contained on Schedule 5.7 (a)(ii) hereto (the “Leased Real Property” and, together with the Real Property, the “Real Estate”). Seller has a good and valid leasehold interest in all of the Leased Real Property. There are no agreements or amendments, oral or written, pertaining to the Leased Real Property other than as set forth in the Leases referenced on Schedule 5.7(a)(ii) . The Real Estate constitutes all of the real property used by Seller in the operation of the Facility.

          (b) The Real Property is in compliance with all Real Estate Laws, and Seller has not received any written notice of violation from any Governmental Authority of any Real Estate Law on the use or occupancy of the Real Property. Seller has all easements, servitudes, and rights-of-way necessary for access to the Real Property. All utilities serving the Real Property are adequate, in Seller’s reasonable opinion, to operate the Business in the manner it is currently operating. Except as may be indicated on the survey prepared by Robert M. Jones of MACTEC Engineering and Consulting, dated December 5, 2005, no improvements encroach onto adjacent property, (ii) violate setback, building or side lines or (iii) encroach onto any easements or servitudes located on the Real Property. No portion of the Real Property is located within a flood plain or constitutes an area classified as a protected wetland. Seller has received no written notice of any action to alter the zoning or zoning classification or to condemn, requisition or otherwise take all or any portion of the Real Property.

      5.8 Title . Except for the Permitted Encumbrances, there exist no Encumbrances affecting the Real Property, and Seller is in actual possession of the Real Property. At Closing, Seller will convey to Buyer good and valid marketable title to the Real Property and good and valid title to the personal property, tangible and intangible, constituting the remainder of the Assets, free and clear of any Encumbrance except (i) current taxes and assessments not yet due and payable or being contested in good faith, (ii) any applicable Assumed Liabilities, (iii) utility easements providing service to the Real Property, (iv) access easements and rights of way providing vehicular and pedestrian access to the Real Property, (v) such other easements and rights of way as are common to the lots in the vicinity and do not impair or diminish the value or use of the Facility as currently used, and (vi) other matters, Encumbrances and defects approved by Buyer in writing, if any, or as deemed accepted by Buyer pursuant to Section 2.3 hereof (the foregoing items (i) through (vi) being referred to herein as the “ Permitted Encumbrances ”). Except for the Excluded Assets, the Assets constitute in all material respects all tangible and intangible assets necessary for the operation of Seller’s Business in accordance with past practice.

      5.9 Defects in Property; Utilities and Easements . There are no defects to the knowledge of Seller in the condition of the Real Property or the Assets that will impair the condition of the Assets or the operation of the Business as operated by Seller on the date hereof. There is no material defect in the Real Property, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein, or the parking and loading areas other than ordinary wear and tear, and all such systems are adequate for their present uses. To Seller’s knowledge, all Assets are in a condition adequate for their current uses, ordinary wear and tear excepted. There are no material defects or deficiencies in any necessary utility services and easements for such services including, without limitation, electrical, gas, water, sewer and telephone.

      5.10 Zoning . The present use of the Real Property is permitted, and it is a conforming structure under applicable zoning and building laws and ordinances. There are no pending or,