CONTRIBUTION AND STOCK EXCHANGE AGREEMENT

Exhibit 2.1

CONTRIBUTION AND STOCK AGREEMENT

by and between

SOUTHLAND HEALTH SERVICES, INC.

and

ROY JOSEPH CERONE, AS THE SOLE MEMBER

OF SOUTHLAND HEALTH SERVICES, LLC,

A MISSISSIPPI LIMITED LIABILITY COMPANY

Dated as of May 2, 2004

CONTRIBUTION AND STOCK EXCHANGE AGREEMENT

This CONTRIBUTION AND STOCK EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of the 2nd day of May, 2004, by and between Southland Health Services, inc., a Delaware corporation (“Company”), and Roy Joseph Cerone (“Cerone”), the sole member of Southland Health Services, LLC. a Mississippi limited liability company (“Southland LLC”), upon the following terms and conditions.

RECITALS:

WHEREAS, this Agreement is being entered into pursuant to the Plan of Organization attached hereto as Exhibit A (the “Plan of Organization”), among the Company, the Shareholders of EmergyStat, Inc., a Mississippi corporation (“EmergyStat”), and Cerone (with EmergyStat and Southland LLC being sometimes referred to individually as a “Founding Company”); and

WHEREAS, pursuant to the Plan of Organization, all of the membership interest of Southland, LLC is to be exchanged for shares of Common Stock of the Company; and

WHEREAS, the parties to the Plan of Organization have approved and adopted the Plan of Organization as an integrated plan with the understanding and intent that the transfer of shares, membership interests and cash to the Company pursuant to the Plan of Organization, on the detailed terms and conditions contained in this Agreement and the other agreement described in Section 1.2(a) below, shall constitute a tax-free transfer of property under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the foregoing premises, the respective representations, warranties and covenants contained herein and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

AGREEMENT:

ARTICLE I

Purchase and Sale of Common Stock

Section 1.1 Authorization . Prior to Closing, the Company will have duly authorized the issuance and sale One Thousand (1000) shares of Common Stock Subject to the terms and conditions of this Agreement, at the Closing, Cerone shall convey to the Company all of the membership interests in Southland, LLC a exchange, the Company shall issue and deliver to Cerone a total of 200 s Common Stock of the Company.

After all 1000 shares as authorized have been issued, the stock ownership of the Company will be as follows:

Section 1.2 Conditions of the Obligations of Cerone at Closing . The obligations of Cerone under Section 1.1 of this Agreement are subject to the fulfillment on or before Closing of each of the following conditions:

(a) Closing of Other Agreements . The transactions contemplated by the contemporaneous Contribution Agreement with the Shareholders of Emergystat shall have been consummated in accordance with the terms and after the satisfaction (without any waiver) of all conditions contained therein.

(b) Representations and Warranties . The representations and warranties of the Company contained in Article II shall be true and correct on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date.

(c) Performance . The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before Closing.

(d) Qualifications . All authorizations, approvals, permits, consents or waivers, if any, of any governmental authority or regulatory body of the United States or of any state, except for notices of sale required to be filed with the Securities and Exchange Commission (“SEC”) under Regulation D of the Securities Act, of 1933, as amended (the “Securities Act”), or such post-closing filings as may be required under applicable state security laws which will be timely filed within the applicable periods therefor or of any other person, including, without limitation, the Company’s shareholders, that are required in connection with the lawful issuance and sale of the Common Stock pursuant to this Agreement and the execution, performance and delivery of this Agreement and the documents required to be delivered pursuant to this Agreement shall be duly obtained and effective as of the Closing.

(e) Proceedings and Documents . All corporate and other proceedings related to the transactions contemplated by this Agreement and all documents incident thereto shall, at the Closing, be reasonably satisfactory in form and substance to counsel for Cerone, who shall have received all counterpart original and certified or other copies of such documents as they may reasonably request.

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(f) Opinion of Company Counsel . Cerone shall have received an opinion from legal counsel for the Company certifying that the Company is duly organized and in good standing, and also certifying as to the accurateness of the matters stated below in Section 2.4.

(g) Board of Directors . Effective as of Closing, the Board of Directors of the Company shall consist of three (3) members who shall be Glenn Crawford, Joseph P. Donovan, and Joe Cerone. The Company shall reimburse the directors for expenses incurred in performing their duties as directors.

(h) Stockholders’ Agreement . Company and its shareholders shall have entered into a Stockholders’ Agreement and such agreement shall continue to be in full force and effect.

(i) Resolutions . Company shall have made available to Cerone copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and consummation of this Agreement, the issuance of shares of Common Stock, together with copies of the resolutions of the shareholders of the Company authorizing the issuance of the Common Stock, each certified as to their due adoption and continued validity by the Secretary of the Company.

(j) Bylaws . Company shall have delivered to Cerone the Bylaws of the Company.

Section 1.3 Conditions of Company’s Obligations at Closing . The obligations of the Company to Cerone under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions:

(a) Representation and Warranties . The representations and warranties of Cerone contained in Article III shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.

(b) Performance . Cerone shall have complied in all material respects with all agreements, obligations and conditions contained in this Agreement to be performed or complied with by him on or before Closing.

(c) Stockholders’ Agreement . Cerone shall have entered into the Stockholders’ Agreement, and such agreement shall continue to be in full force and effect.

Section 1.4 Deliveries at Closing.

(a) Payment of Purchase Price . At the Closing, Cerone shall deliver the necessary assignments of all membership interests in Southland, LLC.

(b) Stock Certificates . At the Closing, Company shall deliver to Cerone the number of shares of Common Stock due him pursuant to Section 1.1 above.

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ARTICLE II

Representations of Company

Company hereby represents to Cerone that, except as set forth on the disclosure schedule attached hereto as Schedule I (the Disclosure Schedule”), and to the best of the knowledge of the Company, the following representations are true and correct as of the date of this Agreement and will be true and correct at the Closing.

Section 2.1 Organization, Good Standing and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as currently proposed to be conducted. The Company and its subsidiaries are duly qualified to transact business and are in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on their business or properties.

Section 2.2 Corporate Documents . The Bylaws of the Company will be adopted at Closing.

Section 2.3 Capitalization and Voting Rights.

(a) Immediately prior to the Closing, the authorized capital of the Company consists solely of Ten Thousand (10:000) shares of Common Stock, none of which are issued and outstanding.

(b) The capitalization of the Company immediately following the Closing of the transactions contemplated by this Agreement shall be as reflected in Section 1.1 above.

(c) The outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable. The issuance of the Common Stock of Company and any predecessor of the Company and any involvement in any transfer of any such stock by the Company or any predecessor of the Company has been in accordance with all applicable agreements and state blue sky laws, including the Securities Act of 1933, as amended (the “Securities Act”) and any relevant state securities laws or pursuant to valid exemptions therefrom.

(d) Except for options granted to executive officers of the Company or any of its subsidiaries set forth in Section 2.3(e) of the Disclosure Schedule, there are no outstanding options, warrants, calls, commitments, rights (including, without limitation, conversion, preemptive, participation or stock appreciation rights) or agreements, including proxy or shareholder agreements or agreements of any kind; relating to shares of the Common Stock. Except as contemplated hereunder, there are no contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of the Common Stock. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of Company may vote are issued or outstanding. Company is not a party or subject to any agreement or understanding,

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and, to the best of Company’s knowledge, there is no agreement or understanding between any persons and/or entities which affects or relates to the voting or giving of written consents with respect to any security or by a director of Company. Except as set forth in the Stockholders’ Agreement, the Company is not under any obligation to register any of its securities under the Securities Act.

Section 2.4 Valid Issuance of Common Stock . The Common Stock that is being transferred to Cerone hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Section 2.5 Exempt Offering . Assuming the continued truth and accuracy of the representations of Cerone set forth in Article III of this Agreement, the offer, sale and issuance of the Common Stock as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and state blue sky laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemptions.

Section 2.6 Subsidiaries . Except as set forth in Section 2.6 of the Disclosure Schedule, the Company does not presently, and did not previously, own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. The Company is not a participant in any joint venture, partnership, or similar arrangement. With respect to each subsidiary identified in Section 2.6:

(a) The Company is the sole record and beneficial owner of all of the outstanding securities of such subsidiary, as detailed in Section 2.6, free and clear of any lien, restriction, claim, proxy or voting agreement or encumbrance;

(b) All of the outstanding securities of such subsidiary are duly authorized, validly issued, fully paid and non-assessable and none were issued in violation of any preemptive right;

(c) There are no outstanding options, warrants, calls, commitments, rights (including, without limitation, conversion, preemptive, participation or stock appreciation rights) or agreements, including proxy agreements or other agreements of any kind, relating to securities of such subsidiary; and

(d) There are no issued or outstanding bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of such subsidiary may vote.

Section 2.7 Authorization . All corporate action on the part of Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Common Stock

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being sold hereunder has been taken or will be taken prior to Closing, and this Agreement when executed and delivered by the Company will constitute valid and legally binding obligations of Company, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Stockholders’ Agreement may be limited by applicable federal or state laws.

Section 2.8 Consents . No consent, approval, qualification, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other third party (including but not limited to in respect of any franchise, permit, license, variance, exemption or certificate of need held by the Company or any of its subsidiaries or by any Founding Company) is required by or with respect to Company or any of its subsidiaries or any Founding Company in connection with the execution and delivery of this Agreement, or the consummation by Company of the transactions contemplated hereby, which has not already been obtained, except for notices of sale required to be filed with the SEC under Regulation D of the Securities Act, or such post closing filings as may be required under applicable state securities laws which will be timely filed within the applicable periods therefor.

Section 2.9 Litigation . There are no claims (contingent or otherwise) of any kind and there is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, threatened against Company or any of its subsidiaries or any Founding Company or against any asset, interest or right of the Company or any of its subsidiaries or any Founding Company or which questions the validity of this Agreement, or the right of the Company to enter into this Agreement, or to consummate the transactions contemplated hereby, nor is the Company aware that there is any basis for any of the foregoing. Neither the Company nor any subsidiary of the Company or any Founding Company is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company or any subsidiary of the Company currently pending or that the Company or any subsidiary intends to initiate.

Section 2.10 Agreements and Actions .

(a) Except as shown on the attached Disclosure Statement, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its subsidiaries or the Founding Companies is a party or by which the Company or any of its subsidiaries or the Found