Asset Purchase Agreement

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This Asset Purchase Agreement involves

PRWT SERVICES, INC. | Cherokee Pharmaceuticals LLC | Merck & Co, Inc | PRWT Services, Inc

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Title: Asset Purchase Agreement
Date: 6/4/2009

Asset Purchase Agreement, Parties: prwt services inc. , cherokee pharmaceuticals llc , merck & co inc , prwt services inc

Exhibit 10.58.2

February 11, 2008

Asset Purchase Agreement (“APA”), dated as of January 1, 2008, by and between Merck & Co., Inc. (“Seller”), Cherokee Pharmaceuticals LLC (“Buyer”) and PRWT Services, Inc. (“Buyer Parent”) as amended by the First Amendment to Asset Purchase Agreement (“First Amendment”), dated as of January 1, 2008 – Final Accounting of Non FIN 5 Raw Materials.

Pursuant to Section 3.1(c) of the APA (as set forth in Section 1(k) of the First Amendment), Seller, Buyer and Buyer Parent agree as follows:

The Attached Schedule 3.1(c)-1 represents the final accounting (“Final Accounting”) of the Non FIN 5 RM at the Cherokee Plant as of the Closing Date.

Based on the Final Accounting, the final Non FIN 5 Purchase Price and the final Non FIN 5 Payment Amount, each, is $10,512,880. The sum of $6,800,000 of the final Non FIN 5 Pur

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