SUBSCRIPTION AGREEMENT

“ Action ” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company or any of its respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144.

“ Aggregate Investment Amount ” means an amount equal to (i) $20,400,000 plus (ii) Remainder Amount plus (iii) one-half of the Initial Shortfall Amount (if any) plus (iv) the Secondary Shortfall Amount (if any) multiplied by five-twelfths (5/12).

“ Business Day ” means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“ CHS ” has the meaning ascribed to such term in the definition of the CHS Transaction.

“ CHS Transaction ” means the purchase by the Company of all of the issued and outstanding capital stock of Critical Homecare Solutions Holdings, Inc., a Delaware corporation (“ CHS ”), pursuant to a Stock Purchase Agreement by and among the Company, CHS, Kohlberg Investors V, L.P., a Delaware limited partnership, as Sellers’ representative, and the Purchasers (as amended and modified from time to time, the “ Stock Purchase Agreement ”).

“ Closing ” means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

“ Closing Date ” means the date of the Closing, which date shall be the same day upon which the closing of the CHS Transaction occurs, following the satisfaction of each of the conditions applicable to the Closing as set forth in Section 2.2 hereof.

“ Commission ” means the Securities and Exchange Commission.

“ Common Stock ” means the common stock of the Company, $0.0001 par value per share.

“ Disclosure Package ” means (i) the Prospectus and (ii) each “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Filing Date ” means, with respect to the Registration Statement required to be filed hereunder (i) the 30th calendar day following the Closing Date with respect to the Shares and (ii) the 30th calendar day following the issuance of any Share Amount Shares.

“ Initial Shortfall Amount ” means, if the funds necessary to consummate the transactions contemplated by the Stock Purchase Agreement as mutually determined by the Sellers’ Representative and the Company is greater than zero, the lesser of (i) $6,000,000 and (ii) the amount of funds necessary to consummate the transactions contemplated by the Stock Purchase Agreement as mutually determined by the Sellers’ Representative and the Company.

“ Lien ” means any lien, charge, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind.

“ Material Adverse Effect ” means a material adverse effect on the business, results of operations, properties or assets of the Company; provided , however , that “ Material Adverse Effect ” shall not include the impact on such business, results of operations, properties or assets arising out of or attributable to (i) effects or conditions resulting from an outbreak or escalation of hostilities, acts of terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not involving the United States (in each case, that do not disproportionately affect the Company relative to other businesses in the industry in which the Company operates), (ii) effects arising from changes in laws or GAAP, (iii) effects relating to the announcement of the execution of this Agreement or the transactions contemplated hereby, or (iv) effects resulting from compliance with the terms and conditions of this Agreement or the Stock Purchase Agreement by the Company.

“ Per Share Purchase Price ” means the greater of: (i) the average closing sales price of the Common Stock for the ten consecutive Trading Days prior to the Closing Date or (ii) the price at which a holder of Common Stock would be entitled to have a single share of Common Stock converted, assuming (a) such holder had voted against the CHS Transaction and elected to have his shares of Common Stock converted pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation and (b) all other conditions precedent to such conversion had occurred.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Plan ” means that certain Rule 10b5-1 Purchase Plan, dated May 15, 2007, by and among the Purchaser, the Company and Wachovia Capital Markets, LLC.

“ Prospectus ” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Shares covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Registration Statement ” means the registration statement required to be filed hereunder, including the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the Registration Statement.

“ Remainder Amount ” means an amount equal to the funds remaining in the Account (as such term is defined in the Plan) immediately after the termination of the Plan.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or, to the extent replaced, the comparable successor thereto.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or, to the extent replaced, the comparable successor thereto.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or, to the extent replaced, the comparable successor thereto.

“ Secondary Shortfall Amount ” means, if the Initial Shortfall Amount is $6,000,000 the lesser of (i) $12,000,0000 and (ii) the amount of funds necessary to consummate the transactions contemplated by the Stock Purchase Agreement as mutually determined by the Company and the Sellers’ Representative less $6,000,000.

“ SEC Reports ” shall have the meaning ascribed to such term in Section 3.1(g).

“ Securities ” means the Shares.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Sellers’ Representative ” has the meaning ascribed to such term in the Stock Purchase Agreement.

“ Shares ” means the shares of Common Stock issued or issuable to the Purchasers pursuant to this Agreement.

“ Stock Purchase Agreement ” has the meaning ascribed to such term in the definition of CHS Transaction.

“ Trading Day ” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not listed or admitted for trading on a Trading Market, a day on which the Common Stock is traded in the over-the-counter market is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.

“ Trading Market ” means the American Stock Exchange (“ AMEX ”) or, if the Company’s Common Stock is not listed on AMEX, such other exchange or quotation system on which the Common Stock is listed or quoted for trading on the date in question.

“ Transaction Documents ” means this Agreement, the Escrow Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

(a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser a certificate evidencing a number of Shares registered in the name of the Purchaser or a book-entry transfer of the Shares to the Purchaser equal to Aggregate Investment Amount divided by the Per Share Purchase Price.

(b) The obligations of each party at the Closing to consummate the transactions contemplated at the Closing shall be subject to the satisfaction or waiver of all of the conditions to closing the CHS Transaction set forth in the Stock Purchase Agreement.

(a)  Organization and Qualification.   The Company is an entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation of any of the provisions of its certificate of incorporation or bylaws. The Company is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and no Action has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b)  Authorization; Enforcement.   Other than the Buyer Stockholder Approval (as such term is defined in the Stock Purchase Agreement), the Company has all requisite corporate power and authority, and has taken all requisite corporate action to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith, except for the Buyer Stockholder Approval. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) general principles of equity.

(c)  No Conflicts.   Other than the Buyer Stockholder Approval, the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate of incorporation or bylaws, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of clause (iii), such as would not, individually or in the aggregate, reasonably be expected to be material to the business or the operation of the Company or materially impair the Company’s ability to consummate the transaction contemplated hereby.

(d)  Filings, Consents and Approvals.   Other than the Buyer Stockholder Approval, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction

Documents, other than (i) the filing of Form D with the Commission and such filings required by state securities laws, which the Company will promptly and timely make, and (ii) such other filings as may be required following the Closing Date under the Securities Act and the Exchange Act.

(e)  Issuance of the Securities.   The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and preemptive rights. The Company has reserved from its duly authorized capital stock all of the Shares issuable pursuant to this Agreement.

(f)  Capitalization.   The capitalization of the Company conforms as to legal matters to the description thereof contained in the Company’s most recent periodic report filed with the Commission at least two Business Days prior to the date hereof. No securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote). All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. In connection with the CHS Transaction, on the Closing Date, the Company will issue shares of common stock pursuant to private transactions and such shares shall be sold at a price per share no less than the Per Share Purchase Price. Other than the Buyer Stockholder Approval, no further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Shares. Except as disclosed in the SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(g)  SEC Reports; Financial Statements.   The Company has filed all reports, registrations, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, or with any Governmental Authority, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the rules and regulations of any other Governmental Authority with which the SEC Reports were made or should have been made, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(a)  Organization; Authority.   The Purchaser is (i) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its, his or her obligations thereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement has been duly authorized by all necessary partnership action, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable