PARTNERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 2.8

EXECUTION COPY

PARTNERSHIP INTEREST PURCHASE AGREEMENT

by and among

APPLIED HEALTH CARE, LTD.,

a Texas limited partnership,

THE PERSONS SET FORTH ON SCHEDULE A HERETO,

CHS APPLIED HEALTHCARE GP, INC.,

a Delaware corporation

and

CHS APPLIED HEALTHCARE LP, INC.,

a Delaware corporation

Dated as of June 27, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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Note: The registrant has omitted the following schedules, exhibits and similar attachments to this agreement pursuant to Item 602(b)(2) of Regulation S-K and agrees to furnish supplementally a copy of any omitted schedule, exhibit or similar attachment to the Securities and Exchange Commission upon request.

PARTNERSHIP INTEREST PURCHASE AGREEMENT

PARTNERSHIP INTEREST PURCHASE AGREEMENT dated as of June 27, 2007 by and among (i) APPLIED HEALTH CARE, LTD., a Texas limited partnership (the “ Company ”), (ii) APPLIED HC, L.L.C., a Texas limited liability company and the general partner of the Company (the “ GP ”), each of the Persons set forth on Schedule A hereto (the “ LPs ” and together with the GP, “ Sellers ”), and (iii) CHS APPLIED HEALTHCARE GP, INC., a Delaware corporation (the “ GP Purchaser ”), and CHS APPLIED HEALTHCARE LP, INC., a Delaware corporation (the “ LP Purchaser ” and together with the GP Purchaser, “ Buyers ”).

R E C I T A L S:

WHEREAS, the Company is engaged in the business of delivering home infusion, office suite infusion, specialty pharmacy, IV nursing and durable medical equipment and related services (the “ Business ”) in the State of Texas;

WHEREAS, Sellers own all of the issued and outstanding general and limited partnership interests in the Company as set forth on Schedule A (collectively, the “ Interests ”); and

WHEREAS, each of Sellers desires to sell to Buyers all of the Interests owned by such Seller, and Buyers desire to purchase the Interests from Sellers, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

Article I

Definitions

1.1 Definitions . For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

“ Accreditations ” shall mean collectively all accreditations, approvals or other rights issued by any health care accrediting agency including Joint Commission on Accreditation of Healthcare Organizations, Accreditation Commission for Health Care, National Quality Forum and Community Health Accreditation Program.

“ Affiliate ” of any specified Person means (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and (ii) any five percent equity owner of such Person. For purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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“ Agreement ” means this Agreement and includes all of the schedules and exhibits annexed hereto.

“ Assumed Current Liabilities ” has the meaning set forth in Section 3.1(a).

“ Assumed Liabilities and Excess Cash Closing Statement ” has the meaning set forth in Section 3.2(b)(vi).

“ Assumed Liabilities Shortfall ” has the meaning set forth in Section 3.2(b)(vii).

“ Assumed Liabilities Surplus ” has the meaning set forth in Section 3.2(b)(vii).

“ Bankruptcy Laws ” means the United States Bankruptcy Code (Title 11, United States Code) and any state or federal laws pertaining to insolvency, as the same may be amended from time to time.

“ Benefit Plan ” or “ Benefit Plans ” have the meaning set forth in Section 4.13(q).

“ Business ” has the meaning set forth in the Recitals to this Agreement.

“ Business Day ” means any weekday, except for any weekday on which banks are to close in Pennsylvania.

“ Buyer Indemnified Parties ” has the meaning set forth in Section 9.1(a).

“ Cerazyme Business ” has the meaning set forth in Section 3.1(b).

“ Closing ” means the closing of the purchase and sale of the Interests contemplated by this Agreement. Notwithstanding the date on which the Closing occurs, all of the incidents of economic ownership attributable to the Company shall be deemed transferred to Buyers on the Effective Date, and all prorations and allocations required by this Agreement shall be determined as of the Effective Date.

“ Closing Date ” means, subject to the satisfaction of the conditions set forth herein, the later of (i) June 27, 2007, and (ii) three Business Days following the satisfaction or waiver of the conditions set forth in Article VIII .

“ COBRA ” means Part 6 of Subtitle I of ERISA and Code § 4980B and the regulations promulgated thereunder.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Company ” has the meaning set forth in the introduction to this Agreement.

“ Company Accreditation ” or “ Company Accreditations ” has the meaning set forth in Section 4.19(e).

“ Company Intellectual Property ” has the meaning set forth in Section 4.24(a).

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“ Company Properties ” has the meaning set forth in Section 4.22(a).

“ Company Reimbursement Approval Contract ” or “ Company Reimbursement Approval Contracts ” has the meaning set forth in Section 4.17(a).

“ Competing Transaction ” means any business combination or recapitalization involving the Company or any acquisition or purchase of all or a significant portion of the assets of, or any equity interest in, the Company or any other similar transaction with respect to the Company involving any Person or entity other than Buyers or its Affiliates.

“ Consulting Agreement ” means the Severance and Transition Consulting Agreement with the Company substantially in the form of Exhibit A hereto.

“ Contract ” means any contract, lease, license, purchase order, sales order, obligation or other agreement or binding commitment, whether or not in written form.

“ Court Order ” means any judgment, decree, injunction, order or ruling of any Governmental Authority or authority that is binding on any Person or its property under applicable Law.

“ Deductible ” has the meaning set forth in Section 9.2.

“ Earn-Out ” has the meaning set forth in Section 3.1(b).

“ Earn-Out Amount ” has the meaning set forth in Section 3.1(b).

“ Earn-Out Period ” has the meaning set forth in Section 3.1(b).

“ Effective Date ” means 12:01 am on the first day of the month in which the Closing Date occurs.

“ Employee Plans ” means Benefit Plans and all employee benefit plans (as defined in ERISA § 3(3)) to which Sellers, the Company or its ERISA Affiliates is a party or by which Sellers, the Company or its ERISA Affiliates are bound, with respect to which payments or contributions are required to be made by Sellers, the Company or its ERISA Affiliates, or in respect of which Sellers, the Company or its ERISA Affiliates may otherwise have any liability.

“ Employment Agreement ” means the Employment Agreement with the Company substantially in the form of Exhibit B hereto.

“ Environmental Laws ” means any foreign, federal, state or local statute, regulation, ordinance, rule of common law, order or other legal requirement relating to the protection of human health and safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq. ), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq. ), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq. ), the Clean Water Act (33 U.S.C. § 1251 et seq. ), the Clean Air Act (42 U.S.C. § 7401 et seq. ) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq. ), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq. ), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq. ), as each has been or may be amended and the regulations promulgated pursuant thereto.

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means each persons which, pursuant to ERISA § 4001(b), is required to be treated as a single employer with the Company pursuant to Code § 414(b), (c), (m) or (o).

“ Escrow Agreement ” means the Escrow Agreement substantially in the form of Exhibit C hereto.

“ Escrow Fund ” has the meaning set forth in Section 3.1(a).

“ Excess Cash ” has the meaning set forth in Section 3.2(a).

“ Excluded Assets ” means the following assets of the Company as of the Closing Date which shall be distributed to Sellers as of the Closing Date: (i) cash and cash equivalents as of the Effective Date (except to the extent included and credited towards the Assumed Liabilities pursuant to Section 3.2(b)), (ii) the computer server that is currently used as the primary server for the Company’s Medicare certified nursing programs and as a backup for CPR+ (the “ Second Server ”), and (iii) the assets of, or related to, each and every Employee Plan of Sellers.

“ Excluded Liabilities ” means any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) of the Company or Sellers relating to any period prior to the Effective Date, including without limitation: (i) with respect to any indebtedness for borrowed money and capital lease obligations, including any unpaid interest, fees, prepayment penalties and expenses thereon and including the outstanding balance on capital leases, (ii) with respect to any Taxes relating to any period prior to the Effective Date, (iii) with respect to any Employee Plans or Benefit Plans, (iv) related to liabilities or obligations owing to any partners of the Company, including any Taxes, costs or expenses arising therefrom or related thereto, (v) the fees and expenses of Sellers and the Company incurred in connection with the transactions contemplated hereby (whether or not incurred prior to the Effective Date) and including any severance costs associated with the termination of the employees set forth on Schedule 2.2 hereto, (vi) that arise out of or relate in any way to the presence or release of Hazardous Materials on, in, or under the Real Property prior to the Effective Date, including without limitation, any resulting migration of Hazardous Materials from the Real Property at any time on, before or after the Effective Date, (vii) that arise out of or relate to any claims for violation of any health care Law (including, without limitation, relating to any billing and collection practices, fraud and abuse statutes and Federal or state health care programs) or ERISA, (viii) each and every Employee Plan of Sellers, or (ix) that are not included in the calculation of the Final Assumed Current Liabilities.

“ Federal Privacy Regulations ” has the meaning set forth in Section 4.19(h).

“ Federal Security Regulations ” has the meaning set forth in Section 4.19(h).

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“ Final Assumed Current Liabilities ” has the meaning set forth in Section 3.2(b)(vii).

“ GAAP ” means generally accepted accounting principles in effect in the United States, consistently applied, as in effect on the date of this Agreement.

“ Governmental Authority ” means any (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign or other government, or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, body or other entity and any court, arbitrator or other tribunal).

“ Gross Profit ” means gross revenue (after billing adjustments and refund accruals) minus cost of goods sold, as determined in accordance with GAAP.

“ Hazardous Material ” means any substance, material, liquid or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” or words of similar meaning or effect, including, without limitation, petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“ Health Care Audits ” has the meaning set forth in Section 4.19(f).

“ Health Care Surveys ” has the meaning set forth in Section 4.19(f).

“ HIPAA ” has the meaning set forth in Section 4.19(h).

“ HIPAA Requirements ” has the meaning set forth in Section 4.19(h).

“ Historical Financials ” has the meaning set forth in Section 4.8(a).

“ Indemnification Acknowledgment ” has the meaning set forth in Section 9.3(a)(ii).

“ Indemnitee ” has the meaning set forth in Section 9.3(a).

“ Indemnitor ” has the meaning set forth in Section 9.3(a).

“ Independent Accounting Firm ” has the meaning set forth in Section 3.2(b)(v).

“ Initial Draft Assumed Liabilities and Excess Cash Closing Statement ” has the meaning set forth in Section 3.2(b)(i).

“ Interests ” has the meaning set forth in the Recitals to this Agreement.

“ Investments ” mean, as applied to any Person, (i) any direct or indirect acquisition by such Person of capital stock, other securities or other interests of, or investments in, any other Person, or all or any substantial part of the business or assets of any other Person, and (ii) any

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direct or indirect loan, gift, advance (other than trade accounts receivables for goods or services from customers incurred in the ordinary course of business (including such receivables evidenced by a promissory note)) or capital contribution by such Person to any other Person.

“ Knowledge ” and “ Knowledge of the Company ” means, the actual knowledge or awareness of each Seller and any other officer or director of the Company, and the knowledge or awareness that each such Person would have obtained after reasonable due diligence or inquiry in light of the circumstances.

“ Latest Balance Sheet ” means the unaudited balance sheet of the Company as of the four-month period ended April 30, 2007 included in the Historical Financials and prepared in accordance with GAAP.

“ Latest Interim Financials ” has the meaning set forth in Section 8.1(j).

“ Laws ” means any statute, law, ordinance, regulation, order or rule of any governmental authority, including without limitation those covering environmental, energy, safety, health, transportation, bribery, record keeping, zoning, antidiscrimination, antitrust, wage and hour, and price and wage control matters, as well as any applicable principle of common law.

“ Liabilities Target ” has the meaning set forth in Section 3.2(a).

“ Licenses and Permits ” means all foreign, local, state and federal licenses, permits, registrations, certificates, Contracts, consents, accreditations and approvals necessary for the operation of the Business.

“ Lien ” means any lien (statutory or other), pledge, mortgage, deed of trust, assignment, deposit arrangement, priority, security interest, or other charge or encumbrance or other preferential arrangement of any kind or nature whatsoever (including the interest of a lessor under a capitalized lease having substantially the same economic effect), any conditional sale or other title retention agreement, any lease in the nature thereof and the filing or existence of any financing statement or other similar form of notice under the laws of any jurisdiction or any security agreement authorizing any Person to file such a financing statement, whether arising by contract, operation of law, or otherwise.

“ Losses ” means any and all damages, costs, liabilities, losses, judgments, settlements, awards, penalties, fines, expenses or other costs, including reasonable attorneys’ fees, expert fees and costs of investigation, enforcement and collection suffered or incurred by an Indemnified Party.

“ Material Adverse Effect ” means a material adverse effect (which, for purposes hereof, shall be deemed to occur if the effect has a monetary value of greater than $25,000) on either (i) the assets, operations, personnel, condition (financial or otherwise) or prospects of the Company, or (ii) any of Sellers’ ability to consummate the transactions contemplated hereby.

“ Most Recent Fiscal Month End ” has the meaning set forth in Section 4.8(a)(ii).

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“ Noncompete Period ” has the meaning set forth in Section 7.6(a).

“ Notice of Claim ” has the meaning set forth in Section 9.3(a)(i).

“ Party ” and “ Parties ” means, individually and collectively, the Company, Sellers and Buyers.

“ Permitted Liens ” means (i) Liens and other exceptions to title that are disclosed on Schedule 4.9 ; (ii) liens for Taxes, fees, levies, duties or other governmental charges of any kind which are not yet delinquent or are being contested in good faith by appropriate proceedings which suspend the collection thereof and for which appropriate reserves have been established in accordance with GAAP; (iii) liens for mechanics, materialmen, laborers, employees, suppliers or similar liens arising by operation of law for sums which are not yet delinquent or which are being contested in good faith by appropriate proceedings or with respect to which arrangements for payment or release have been made and for which appropriate reserves have been established in accordance with GAAP; and (iv) Liens arising under purchase money security interest contracts and operating leases with third parties entered into in the ordinary course of business set forth on Schedule B hereto, the payments under which leases are current and are not past due.

“ Person ” means any individual, partnership, limited liability company, limited liability partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof).

“ Pre-Effective Tax Period ” has the meaning set forth in Section 7.5(b).

“ Pro Rata Share ” means the pro rata share of each of Sellers based on their relative ownership of the Company as set forth on Schedule A hereto.

“ Programs ” has the meaning set forth in Section 4.17(b).

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

“ Reimbursement Approvals ” shall mean any and all certifications, provider or supplier numbers, provider or supplier agreements (including Medicare Provider Agreements and Medicaid Provider Agreements), participation agreements and/or any other agreements with or approvals by Medicare, Medicaid, CHAMPUS, CHAMPVA, TRICARE, Veteran’s Administration and any other Governmental Authority, or quasi-public agency, Blue Cross, Blue Shield, any and all managed care plans and organizations, including Medicare Advantage plans, Medicare Part D prescription drug plans, health maintenance organizations and preferred provider organizations, private commercial insurance companies, employee assistance programs and/or any other governmental or third party arrangements, plans or programs for payment or reimbursement in connection with health care services, products or supplies.

“ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching into the indoor or outdoor environment, and includes any migration of any Hazardous Material from or onto the properties owned or leased by the Company.

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“ Remedial Action ” means all actions to (i) clean up, remove, treat or in any other way address any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care or (iv) to otherwise correct a condition of noncompliance with Environmental Laws.

“ Representative ” has the meaning set forth in Section 10.12.

“ Representative’s Report ” has the meaning set forth in Section 3.2(b)(iii).

“ Second Draft Assumed Liabilities and Excess Cash Closing Statement ” has the meaning set forth in Section 3.2(b)(ii).

“ Section 409A ” has the meaning set forth in Section 4.13(q).

“ Solvent ” means, with respect to any Person, that at the time of determination: (i) the present fair saleable value of the assets (i.e., the price a buyer is willing to pay for such asset in an arms-length transaction) of such Person will exceed the amount that will be required to pay the probable liability on the existing debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person as they become absolute and matured; (ii) the sum of the debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person will not exceed all of the property of such Person at a fair valuation; (iii) the assets of such Person do not constitute unreasonably small capital for such Person to carry on its businesses as now conducted or proposed to be conducted; and (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature. For purposes of the preceding sentence, the amount of contingent obligations outstanding at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that are reasonably expected to become an actual or matured liability.

“ Straddle Period ” has the meaning set forth in Section 7.5(c).

“ Subsidiary ” and “ Subsidiaries ” means, with respect to any Person, any other Person of which more than 50% of the total voting power of capital stock or equity interests entitled to vote (without regard to the occurrence of any contingency) in the election of directors (or other Persons performing similar functions) are at the time directly or indirectly owned by such specified Person.

“ Tax ” or “ Taxes ” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, capital gain, intangible, environmental (including taxes under Section 59A of the Code or otherwise), custom duties, capital stock, profits, franchise, employee’s income withholding, foreign withholding, social security (or its equivalent), unemployment, disability, real property, personal property, sales, use, transfer, value added, registration, alternative or add-on minimum, estimated or other tax of any kind, including any interest, penalties or additions to tax in respect of the foregoing, whether disputed or not, and any obligation to indemnify, assume or succeed to the liability of any other Person in respect of the foregoing; and the term “ Tax Liability ” shall mean any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due) with respect to Taxes.

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“ Tax Determination ” has the meaning set forth in Section 7.5(f).

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Third Party Claim ” means a claim or demand made by any Person, other than Buyers, Sellers or the Company, against an Indemnified Party.

“ Third Party Intellectual Property Rights ” has the meaning set forth in Section 4.24(b).

“ Third Party Payors ” has the meaning set forth in Section 4.17(a).

“ Transaction Documents ” means this Agreement, the Escrow Agreement, the Employment Agreements, the Consulting Agreement and any document or instrument which shall be executed and delivered at the Closing by the Company or Sellers, as the case may be.

“ Transactions with Affiliates ” means those transactions described in Section 4.16.

“ WARN ” has the meaning set forth in Section 4.12(b).

“ Withheld Amount ” has the meaning set forth in Section 3.2(b)(i).

Article II

Purchase and Sale

2.1 Purchase and Sale . Subject to the terms hereof, (i) the GP agrees to sell, transfer, assign, convey and deliver to the GP Purchaser its entire general partnership interest in the Company (the “ GP Interest ”) and each of the LPs agree to sell, transfer, assign, convey and deliver to the LP Purchaser its respective entire limited partnership interests in the Company, and (ii) the GP Purchaser agrees to purchase from the GP the GP Interest and the LP Purchaser agrees to purchase from the LPs all of the LP Interests, in each case, free and clear of all Liens.

2.2 Excluded Liabilities . Notwithstanding the purchase of the Interests by Buyers, Buyers and Sellers acknowledge and agree that it is the intent of the Parties that Sellers shall be responsible for all Excluded Liabilities and Sellers agree to fully and timely pay all Excluded Liabilities.

2.3 Excluded Assets . Buyers, the Company and Sellers acknowledge and agree that the Excluded Assets shall be distributed by the Company to Sellers immediately prior to the Closing Date or included in the calculation of Final Assumed Current Liabilities in accordance with Section 3.2; provided, however, that the Company and Sellers agree not to distribute cash to the extent that cash on hand shall be less than $50,000 on the Closing Date.

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2.4 Lien Termination . On or prior to the Closing Date, all Liens (other than Permitted Liens) on the Company’s assets shall have been terminated.

2.5 Tax Characterization of Company . While the Company constitutes a limited partnership for state law purposes under the laws of the State of Texas, for federal income tax purposes, the Company has: (i) elected to be taxed as an association taxable as a corporation; and (ii) also elected to be taxed as a subchapter S corporation within the meaning of Code § 1361.

Article III

Purchase Price

3.1 Purchase Price .

(a) Subject to the adjustment pursuant to Section 3.2, the purchase price for the Interests shall be up to a maximum aggregate of $8,850,000 (the “ Purchase Price ”), to be paid as follows: (i) $6,600,000 payable in cash by wire transfer in immediately available funds, less the amount required to pay off certain indebtedness of the Company as set forth below, if any, (ii) $750,000 (the “ Escrow Fund ”) payable to the Escrow Agent pursuant to the Escrow Agreement; (iii) $100,000 through the assumption of $100,000 of the Company’s ordinary course current liabilities determined in accordance with GAAP, which assumed liabilities shall exclude any liabilities related to interest-bearing or long-term debt, capital lease obligations (determined in accordance with GAAP), ERISA-related obligations or Tax obligations (the “ Assumed Current Liabilities ”), and (iv) up to $1,400,000 pursuant to the Earn-Out (as defined below). The amount payable pursuant to Section 3.1(a)(i) shall be reduced by the amount necessary (which amounts shall be paid directly by Buyers) to repay all outstanding indebtedness for borrowed money and capital lease obligations of the Company on the Closing Date, including any unpaid interest, fees, prepayment penalties and expenses thereon, and remove all Liens (other than Permitted Liens) in respect of any property or assets of the Company (other than any Excluded Assets). The Purchase Price (less the Escrow Fund and other deductions pursuant to this Section 3.1) shall be paid to Sellers as set forth on Schedule A hereto.

(b) Sellers shall be entitled to an earn-out (the “ Earn-Out ”) up to a maximum of $1,400,000 based upon the following: (i) to the extent that the Company continues to treat its two current patients with Cerayme enzyme-replacement therapy (the “ Cerazyme Business ”) following the Effective Date, the Company will pay to Sellers an amount equal to $3.50 for each $1.00 of Gross Profit generated during the 12 month period following the Effective Date (the “ Earn-Out Period ”) from the Cerazyme enzyme-replacement therapy being provided to such two patients of the Company (the “ Earn-Out Amount ”); (ii) the Company will pay the aggregate Earn-Out Amount to Sellers no later than 60 days after the end of the Earn-Out Period; provided, that to the extent that the Company generates more than $30,000 in Gross Profit in any of the first, second or third quarter during the Earn-Out Period (after adjustment for any refunds related to the current or any prior period), the Company shall advance $100,000 of the aggregate Earn-Out Amount to Sellers within 45 days after the end of such quarterly period, which amount shall be reconciled at the end of the Earn-Out Period and deducted from the final payment calculated as being payable to Sellers pursuant to the Earn-Out; and (iii) the Company shall provide quarterly statements to Sellers indicating the Gross Profit generated during such quarterly period

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during the Earn-Out no later than 45 days after the end of each quarter (other than the fourth quarter). Notwithstanding anything to the contrary, the maximum Earn-Out payable to Sellers shall not exceed $1,400,000, and Buyers shall be entitled to offset against the Earn-Out any claims for indemnification arising pursuant Article IX. All amounts payable to Sellers pursuant to this Section 3.1(b) shall be payable to Sellers based upon their Pro Rata Share of the aggregate amount of the Earn-Out Amount.

(c) For federal income tax purposes, any payment made pursuant to this Agreement and after the Closing Date to Sellers with respect to their Interests shall be treated as deferred Purchase Price and shall be subject to imputation of interest under Section 483 or Section 1274 of the Code and therefore treated as an installment sale by Sellers.

3.2 Purchase Price Adjustment .

(a) As of the Effective Date, the Purchase Price shall be (i) increased or decreased, as the case may be, on a dollar-for-dollar basis by the amount by which the Assumed Current Liabilities is greater or less than $100,000 (the “ Liabilities Target ”), and (ii) shall be increased by the amount by which the amount of cash and cash equivalents of the Company on the Effective Date exceeds the amount of cash and cash equivalents of the Company distributed to Sellers (whether as distributions or compensation or otherwise) during the period beginning on the Effective Date and ending on the Closing Date (the “ Excess Cash ”).

(b) The Purchase Price also shall be subject to adjustment, if any, as specified in this Section 3.2(b).

(i) At least two Business Days prior to the Closing Date (or such shorter time as Sellers and Buyers may agree), the Representative shall deliver to Buyers a statement of Assumed Current Liabilities as of the Effective Date and the amount of Excess Cash (if any) as of the Closing Date (the “ Initial Draft Assumed Liabilities and Excess Cash Closing Statement ”) prepared by Sellers. The Initial Draft Assumed Liabilities and Excess Cash Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.2(b) . If the aggregate amount of the Assumed Current Liabilities as shown on the Initial Draft Assumed Liabilities and Excess Cash Closing Statement is greater than $100,000, the amount of such excess shall be withheld by Buyers from the Purchase Price pending final determination of the Assumed Current Liabilities pursuant to this Section 3.2(b) (the “ Withheld Amount ”). If the aggregate amount of the Assumed Current Liabilities as shown on the Initial Draft Assumed Liabilities and Excess Cash Closing Statement is less than $100,000, the aggregate amount of such difference plus the amount of Excess Cash (if any), as the case may be shall be payable by Buyers upon the final determination of the Final Assumed Current Liabilities and amount of Excess Cash pursuant to this Section 3.2(b).

(ii) As soon as practicable following the Closing, with the assistance of the Company’s accountants, Buyers shall prepare a statement of Assumed Current Liabilities as of the Effective Date and amount of Excess Cash as of the Closing Date (the “ Second Draft Assumed Liabilities and Excess Cash Closing Statement ”) or shall notify Sellers in writing that Buyers agree with the calculation of Assumed Current Liabilities and Excess Cash as set forth in

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the Initial Draft Assumed Liabilities and Excess Cash Closing Statement. The Second Draft Assumed Liabilities and Excess Cash Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.2(b) . Buyers shall deliver the Second Draft Assumed Liabilities and Excess Cash Closing Statement to the Representative not later than 90 calendar days following the Closing Date.

(iii) The Second Draft Assumed Liabilities and Excess Cash Closing Statement shall be final and binding upon the Parties, and shall be deemed to be the Assumed Liabilities and Excess Cash Closing Statement, (as defined below) unless, within 30 calendar days after receipt of the Second Draft Assumed Liabilities and Excess Cash Closing Statement from Buyers, the Representative shall provide to Buyers a report indicating its objections to the Second Draft Assumed Liabilities and Excess Cash Closing Statement. Any such objections shall be set forth in reasonable detail in a report (the “ Representative’s Report ”) that shall indicate the grounds upon which the Representative disputes that the Second Draft Assumed Liabilities and Excess Cash Closing Statement has been prepared in accordance with the requirements of this Agreement. Buyers shall provide to the Representative reasonable access (at such time as reasonably agreed to between Buyers and the Representative), during normal business hours, to the books and records of the Company and to the Company’s personnel and accountants in connection with the Representative’s preparation of the Representative’s Report, provided that the Representative shall not interfere with the Business in the exercise of such right.

(iv) Within 30 calendar days after the receipt by Buyers of the Representative’s Report, the Representative and Buyers shall endeavor in good faith to agree on any matters in dispute.

(v) If Buyers and the Representative are unable to agree on any matters in dispute within 30 calendar days after receipt by Buyers of the Representative’s Report, the matters in dispute will be submitted for resolution to the office of PriceWaterhouseCoopers located in Houston, Texas or such other independent accounting firm of national reputation as may be mutually acceptable to Buyers and the Representative (the “ Independent Accounting Firm ”), which Independent Accounting Firm shall, within 30 calendar days after such submission, determine and issue a written report to the Representative and Buyers regarding, such disputed items, which written report shall be final and binding upon the Parties. The Representative and Buyers shall cooperate with each other and each other’s representatives to enable the Independent Accounting Firm to render a written report as promptly as possible. The fees and expenses of the Independent Accounting Firm shall be borne equally by Buyers, on the one hand, and Sellers (collectively), on the other hand, with one Party reimbursing the other for such portion of fees and expenses, if necessary, following such determination. In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators.

(vi) The statement of Assumed Current Liabilities and Excess Cash incorporating the resolution of matters in dispute with respect to Assumed Current Liabilities (or, if a Representative’s Report is not provided within the time prescribed in Section 3.2(b)(iii), the Second Draft Assumed Liabilities and Excess Cash Closing Statement) is referred to as the

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“ Assumed Liabilities and Excess Cash Closing Statement .” The Assumed Liabilities and Excess Cash Closing Statement shall have the legal effect of an arbitral award and shall be final, binding and conclusive on the Parties.

(vii) If the Assumed Current Liabilities calculated by reference to the Assumed Liabilities and Excess Cash Closing Statement (the “ Final Assumed Current Liabilities ”) are less than the Liabilities Target (or, if applicable, less than the Liabilities Target plus the Withheld Amount) or there is Excess Cash as set forth in the Assumed Liabilities and Excess Cash Closing Statement, the Purchase Price shall be increased on a dollar-for-dollar basis by an amount equal to such shortfall and the amount of such Excess Cash (the “ Assumed Liabilities Shortfall ”). In such event, Buyers shall pay to Sellers the amount of the Assumed Liabilities Shortfall. If the Final Assumed Current Liabilities are greater than the Liabilities Target (or, if applicable, greater than the Liabilities Target plus the Withheld Amount), the Purchase Price shall be decreased on a dollar-for-dollar basis by an amount equal to such surplus (the “ Assumed Liabilities Surplus ”). In such event, Sellers shall pay to Buyers the amount of the Assumed Liabilities Surplus less any amount withheld by Buyers pursuant to Section 3.2(b)(i).

(viii) Any payment of Assumed Liabilities Surplus to be made by Sellers pursuant to Section 3.2(b)(vii) shall be paid by Sellers to Buyers in cash within ten calendar days after the date of receipt by Buyers and the Representative of the Assumed Liabilities and Excess Cash Closing Statement as finally established pursuant to this Section 3.2. Any such amount shall be payable directly by Sellers and not from the Escrow Funds and each Seller jointly and severally guarantees the obligations of each other Seller for such payment. Any payment of Assumed Liabilities Shortfall to be made by Buyers pursuant to Section 3.2(b)(vii) shall be paid in cash by Buyers within ten calendar days after the date of receipt by Buyers and the Representative of the Assumed Liabilities and Excess Cash Closing Statement as finally established pursuant to this Section 3.2. If applicable, all payments shall be made to Sellers based upon their Pro Rata Share.

Article IV

Representations and Warranties of the Company and Sellers

As a material inducement to Buyers to enter into this Agreement and to consummate the transactions contemplated herein, the Company and Sellers hereby, jointly and severally, make the following representations and warranties to Buyers, subject to qualification by the disclosure schedules. The Company has also delivered to Buyers (or has caused the delivery to Buyers of) disclosure schedules arranged in numbered parts corresponding to the section numbers in this Agreement of the following representations and warranties. The information disclosed in any particular disclosure schedule shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered section in this Agreement and shall not be deemed to relate to or to qualify any other representation or warranty.

4.1 Organization and Qualification . The Company is a limited partnership duly organized, validly existing and in good standing under the laws of its state of organization. The Company has all requisite power and authority, and all material Licenses and Permits, necessary to own and/or lease and operate its properties and assets and to carry on its business as now conducted, and is duly qualified or licensed to do business in each jurisdiction in which the character of the properties or assets owned, leased or operated by it or the nature of the activities conducted makes such qualification or licensing necessary.

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4.2 Power . Each of the Company and the GP has the requisite power and authority to execute, deliver, carry out and perform its obligations under this Agreement and each other agreement to which it is a party.

4.3 Authorization; Binding Obligations . The execution, delivery and performance of this Agreement and each other Transaction Document to which the Company is a party, the sale of the Interests by Sellers and the consummation of the other transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company and Sellers. This Agreement has been duly executed and delivered by the Company and, at the Closing, each of the other Transaction Documents to which the Company is a party will be duly executed and delivered by the Company. This Agreement is, and at the Closing each of the other Transaction Documents to which the Company is a party will be, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and except as rights of indemnity or contribution may be limited by federal or state securities laws or the public policy underlying such laws.

4.4 Subsidiaries . The Company has no Subsidiaries. The Company does not own, directly or indirectly, any capital stock or other equity interests of any other Person.

4.5 Conflict with Other Instruments; Existing Defaults .

(a) Except as set forth on Schedule 4.5 , the execution, delivery and performance by the Company of this Agreement and each other agreement, the sale and delivery of the Interests by Sellers and the consummation of the other transactions contemplated hereby and thereby do not and will not violate, or cause a default under, or give rise to a right of termination under, (i) the organizational documents of the Company, (ii) any Contract to which the Company is a party, or (iii) any applicable Laws.

(b) The Company is not (i) in default, breach or violation of its organizational documents, as in effect as of the date hereof, as applicable, or (ii) in default, breach or violation of (A) any Contract required to be disclosed on Schedule 4.10(a) to which it is a party or by which it or its assets is or may be bound, or (B) any applicable Laws. Without limiting the generality of the foregoing, there does not exist any ‘default’ or ‘event of default’ (in each case as defined in any such agreement) or any default under any other credit or financing agreement to which the Company is a party or by which any of its properties or assets are bound.

(c) Except as set forth in Schedule 4.5 , there are no contractual restrictions or limitations which prohibit the sale by any Seller of the Interests to be sold hereunder, prohibit or restrict any merger, sale of assets or other event which could cause a change in control of the Company, or otherwise prohibit any other financings by the Company, including any public or private debt or equity financings.

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4.6 Governmental and Other Third Party Consents . Except as provided on Schedule 4.6 , none of the Company or Sellers is required to obtain any consent from, provide any notice to, or is required to make any declaration or filing with, any Governmental Authority or any other Person in connection with the execution, delivery and performance of this Agreement or any other agreement, including the sale of the partnership interests to Buyers, or for the purpose of maintaining in full force and effect any Licenses and Permits. Except as provided on Schedule 4.6 , all consents required to be obtained or made in connection with the execution, delivery and performance of this Agreement or any other Transaction Document will at the Closing be in full force and effect. The time within which any administrative or judicial appeal, reconsideration, rehearing or other review of any such consent of any Governmental Authority may be taken or instituted has lapsed, and no such appeal, reconsideration or rehearing or other review has been taken or instituted.

4.7 Capitalization; Title to Interests .

(a) The issued and outstanding Interests of the Company are owned as set forth on Schedule A . The Interests were not issued in violation of any preemptive rights or Contract binding upon the Company. Except as set forth on Schedule A or Schedule 4.7 , there are no outstanding (i) interests or other voting securities of the Company, (ii) securities convertible into or exchangeable for partnership interests or voting securities of the Company, (iii) options, warrants or other rights to acquire from the Company or obligations of the Company to issue any partnership interests, voting securities or securities convertible into or exchangeable for partnership interests or voting securities of the Company, or (iv) equity equivalent interests in the ownership or earnings of the Company or equity appreciation, phantom equity, right of first refusal, commitment or other similar rights. Except as set forth on Schedule 4.7 , there are no voting trusts, proxies or other agreements or understandings with respect to the voting, registration or transfer of ownership of the Company’s partnership interests. The Company is not subject to any obligations (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any of its partnership interests. All dividends or distributions on securities of the Company that have been declared or authorized prior to the date of this Agreement have been paid in full or accrued for in the Historical Financials.

(b) Sellers own the Interests free and clear of any Liens or other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such equity interests) and of any preemptive or other similar rights to subscribe for or to purchase any such equity interests. Immediately following the Closing, Buyers will own directly 100% of the Interests of the Company.

4.8 Financial Statements; Undisclosed Liabilities .

(a) Attached hereto as Schedule 4.8 are the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the “ Historical Financials ”):

(i) audited balance sheet of the Company as of December 31, 2006, December 31, 2005, December 31, 2004, December 31, 2003 and December 31, 2002 and statements of income and retained earnings and statement of cash flows for each of the three years then ended, audited by Judy A. March, PC, the accounting firm of the Company; and

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(ii) unaudited, management prepared financial statements of the Company consisting of a balance sheet as of April 30, 2007 (the “ Most Recent Fiscal Month End ”), and a statement of operations for the four-month period then ended.

The Historical Financials (including, in each case, the related schedules and notes, if any) fairly present the financial position of the Company as of the respective dates of such balance sheets and the results of operations of the Company for the respective periods covered by such statements of income and changes in stockholders’ equity and cash flows, as the case may be, and have been prepared in accordance with GAAP other than, in respect of the unaudited financial statements, normal year-end adjustments (which are not material in amount) and the absence of notes.

(b) The Company does not have any liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes), except for (i) liabilities set forth on the Latest Balance Sheet (rather than in any notes thereto), and (ii) liabilities that have arisen after the Most Recent Fiscal Month End in the ordinary course of business.

(c) None of the Company nor any of its officers, directors or, to the Knowledge of the Company, any of their respective Affiliates (i) is contemplating the filing of a petition under the Bankruptcy Laws with respect to the Company, or the liquidation of all or any major portion of its or their assets or properties, or (ii) is aware of any Person contemplating the filing of any petition against the Company under the Bankruptcy Laws. The Company is not contemplating materially changing its Business, as such Business is being conducted on the date hereof.

4.9 Existing Indebtedness and Liens; Investments .

(a) Schedule 4.9(a) sets forth a true, correct and complete list, and describes, as of the date or dates indicated therein, as applicable: (i) all indebtedness for borrowed money and capital lease obligations of the Company, showing, as to each indebtedness, the payee thereof, the total amount outstanding (by principal, interest and other amounts, if applicable) and the maturity date; (ii) all Liens (other than Permitted Liens) in respect of any property or assets of the Company, showing, as to each Lien, the name of the grantor and secured party, the indebtedness secured thereby, the name of the debtor (if different from the grantor) and the assets or other property covered by such Lien; (iii) all Permitted Liens; (iv) all Investments of the Company; (v) all UCC financing statements on file, naming the Company as a debtor, showing, as to each financing statement, the basis for the filing; and (vi) a trade payables aging schedule for the Company.

(b) The Company does not have on the date hereof, or will not have on the Closing Date, (i) liabilities for Taxes, or (ii) forward or long-term commitments outside the Company’s ordinary course of business or inconsistent with the Company’s historical practices.

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4.10 Contracts .

(a) Schedule 4.10(a) sets forth a true, correct and complete list of all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company is a party or to which any of its assets or properties is bound:

(i) under which the Company is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify any Person;

(ii) under which the Company leases personal property from or to third parties under capitalized leases per annum or under operating leases;

(iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than one year or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $25,000 in the aggregate);

(iv)(A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements);

(v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money;

(vi) establishing or maintaining any partnership, joint venture or strategic alliance;

(vii) under which there is or may be imposed a security interest or other Lien on any of its assets, whether tangible or intangible;

(viii) concerning any confidentiality or non-solicitation obligations;

(ix) under which the Company is restricted from carrying on its business or any part thereof, or from competing in any line of business or with any Person;

(x) with officers, directors, employees or consultants of the Company, in each case involving payments by the Company in excess of $5,000 per annum;

(xi) involving any Affiliates of the Company;

(xii) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect;

(xiii) under which the Company will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $25,000 per annum (with specific reference to those agreements in excess of $200,000 per annum); and

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(xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and

(xv) with any referral sources, including, without limitation, doctors, medical directors, hospitals or clinics.

The Company has delivered to Buyers true, correct and complete copies of each Contract in existence as of the date hereof. To the extent that written Contracts do not exist, the Company has delivered to Buyers accurate summaries of the material terms and conditions of such oral Contracts.

(b) Except as disclosed on Schedule 4.10(b) , (i) each Contract existing as of the date hereof is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability), and (ii) to the Knowledge of the Company, each Contract existing as of the date hereof is a legal, valid and binding obligation of the other parties thereto, enforceable against the other parties in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and is in full force and effect. The Company is and, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder.

4.11 Accounts Receivable . All accounts receivable of the Company (a) are legal, valid and binding obligations of the Persons shown in the accounting records of the Company as the obligor with respect thereto (and if any such accounts receivable is not legal, valid and binding obligations of such Persons, the appropriate Company has established reserves therefor, which reserves are adequate in accordance with GAAP), (b) arose out of bona fide sales actually made or services actually performed on or prior to such date in the ordinary course of business, (c) are not subject to discount, rebate, off-set, return privilege (other than return privileges granted in the ordinary course of business consistent with past practice) or claim (other than as reflected in the reserves taken in recording the accounts receivable on the books of the Company, which reserves are adequate in accordance with GAAP), and (d) are valid and collectible in the ordinary course of business (other than as reflected in the reserves taken in recording the accounts receivable on the books of the Company, which reserves are adequate in accordance with GAAP).

4.12 Labor Relations; Employees .

(a) Labor Matters . The Company is not a party to any labor contract, collective bargaining agreement, Contract, letter of understanding, or any other arrangement, formal or informal, with any labor union or organization which obligates the Company to compensate the Company’s employees at prevailing rates or union scale, nor are any of its employees represented by any labor union or organization. There is no pending or, to the Knowledge of the Company, threatened labor dispute, work stoppage, unfair labor practice

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complaint, strike, administrative or court proceeding or order between the Company and any present or former employee(s) of the Company. There is no pending or, to the Knowledge of the Company, threatened suit, action, investigation or claim between the Company and any present or former employee(s) of the Company. There has not been any labor union organizing activity at any location of the Company, or elsewhere, with respect to the Company’s employees within the last three years. The Company has complied in all respects with immigration and naturalization laws in connection with the employment of its work force. Except as set forth on Schedule 4.12(a) , no person or party (including, without limitation, any Governmental Authority) has asserted, or, to the Knowledge of the Company, has threatened to assert, any claim or any action or proceeding, against the Company (or to the Knowledge of the Company has asserted or threatened to assert any claim or any action or proceeding against any officer, director, employee, agent or partner of the Company) relating to the Company’s employees or former employees and arising out of any statute, ordinance or regulation relating to wages, collective bargaining, discrimination in employment or employment practices or occupational safety and health standards (including, without limitation, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, as amended, the Occupational Safety and Health Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act or the Family and Medical Leave Act).

(b) Schedule 4.12(b) hereto sets forth: (i) a complete list of all of the Company’s employees, and rates of pay, (ii) a description of any and all fringe benefits and personnel policies, (iii) the employment dates and job titles of each such person, (iv) categorization of each such person as a full-time or part-time employee of the Company, (v) whether any such person has an employment agreement, and (vi) the date of the last increase, if any, in such employees’ rates of pay. For purposes of this Section, “part-time employee” means an employee who is employed for an average of fewer than 20 hours per week or who has been employed for fewer than six of the 12 months preceding the Closing Date. Except as set forth on Schedule 4.12(b) , the Company has no employment agreements with its employees and all such employees are employed on an at “at will” basis. Schedule 4.12(b) sets forth all ex-employees of the Company and other qualified beneficiaries utilizing or eligible to utilize COBRA (health insurance). All Persons with whom the Company has engaged as independent contractors are properly classified as independent contractors for Tax purposes.

(c) Schedule 4.12(c) sets forth a true, correct and complete list of all written employment agreements, independent contractor or consulting agreements and sales representative (or similar) agreements, golden parachute agreements, change of control agreements and employee-related non-competition and non-solicitation agreements to which the Company is a party and which are in effect. The Company has previously delivered to Buyers true, correct and complete copies of all such agreements, including all amendments thereto. Neither the Company nor, any other Person that is a party to any such agreement, is in breach of, or in default with respect to, any of its material obligations thereunder, nor is the Company aware of any facts or circumstances which give rise to any breach or default thereunder.

4.13 Employee Plans; ERISA . For purposes of this Section 4.13, the term ‘Company’ shall mean also refer to any ERISA Affiliate.

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(a) Schedule 4.13 contains an accurate and complete list of all Employee Plans. Accurate and complete copies of all Employee Plans that cover employees of the Company or in which employees of the Company participate have been delivered to Buyers.

(b) The Company has not maintained or contributed to a “defined benefit plan” (within the meaning of ERISA § 3(35)) at any time, nor has the Company had any actual or potential liability with respect to any defined benefit plan at any time.

(c) The Company has not maintained or had any actual or potential liability with respect to any Employee Plan maintained outside of the United States.

(d) Except as contemplated by this Agreement, the Company is not a member of (i) a controlled group of corporations (as defined in Code § 414(b)), (ii) a group of trades or businesses under common control (as defined in Code § 414(c)), (iii) an affiliated service group (as defined under Code § 414(m)) or (iv) any entity required to be aggregated with Sellers under Code § 414(o).

(e) Except as set forth on Schedule 4.13 , the Company has never maintained any Employee Plan (other than an Employee Plan which is intended to be “qualified” within the meaning of Code § 401(a)) which provides benefits with respect to employees or former employees following their termination of service with the Company (other than as required pursuant to ERISA § 601 or pursuant to COBRA). Each Employee Plan that is subject to the requirements of ERISA § 601 been operated in accordance therewith.

(f) Except as set forth on Schedule 4.13 , no individual will accrue or receive additional benefits, credit for service or accelerated rights to payments of benefits as a direct result of the transactions contemplated by this Agreement.

(g) No liability, claim, investigation, audit, action or litigation incurred, made, commenced or threatened by or against any Employee Plan or the Company with respect to any Employee Plan (other than for benefits payable in the ordinary course).

(h) No Employee Plan-related trust owns any securities in violation of ERISA § 407.

(i) No Employee Plan that is a “welfare plan” (within the meaning of ERISA § 3(1)) provides any benefit to retired or former employees of the Company, other than as required by COBRA.

(j) Each Employee Plan that is a group health plan is subject to COBRA and the requirements of COBRA have been met with respect to each such Employee Plan.

(k) The Company has no liability or potential liability (including, but not limited to, actual or potential withdrawal liability) with respect to (i) any multiemployer plan within the meaning of ERISA § 4001(a)(3) or (ii) any Employee Plan of the type described in ERISA §§ 4063 and 4064 or in Code § 413(c) (and the regulations promulgated thereunder).

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(l) Except as set forth on Schedule 4.13 , full payment has been made of all amounts which the Company was required under the terms of each Employee Plan to have paid as contributions to such Employee Plan on or prior to the date hereof (excluding any amounts not yet due), and no Employee Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred any “accumulated funding deficiency” (within the meaning of ERISA § 302 or Code § 412), whether or not waived.

(m) Each Employee Plan and all related trusts, insurance contracts and funds (as applicable) have been maintained, funded, operated and administered in compliance in all respects in accordance with its terms and with all applicable laws and regulations, including, but not limited to, ERISA and the Code.

(n) Each Employee Plan that is intended to be qualified under Code § 401(a) of the Code, and each trust forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the qualification under the Code of such Employee Plan and the Tax-exempt status of such related trust, and no event has occurred, and no condition exists, since the date of such determination letter that has adversely affected, or would be reasonably expected to adversely affect, the qualification of such Employee Plan or the Tax-exempt status of such related trust.

(o) Neither the Company nor any other “disqualified person” or “party in interest” (as defined in Code § 4975(e) (2) and Section 3(14) of ERISA, respectively) has engaged in any transaction in connection with any Employee Plan that could reasonably be expected to result in the imposition of a penalty pursuant to ERISA § 502(i), damages pursuant to ERISA § 409 or a Tax pursuant to Code § 4975(a).

(p) With, respect to each Employee Plan, the Company has delivered or caused to be delivered to Buyers and its counsel true and complete copies of the following documents, as applicable to each respective Employee Plan: (i) all Employee Plan documents, with all amendments thereto; (ii) the current summary plan description, with any applicable summaries of material modifications thereto, as well as any other material employee communications; (iii) all current trust agreements and/or other documents establishing the Employee Plan’s funding arrangements; (iv) the most recent IRS determination letter and, if a request for such a letter has been filed and is currently pending with the IRS, a copy of such filing; (v) the three most recently prepared IRS Forms 5500; (vi) the most recently prepared financial statements; and (vii) all material related contracts, including, without limitation, insurance contracts, service provider agreements and investment management and investment advisory agreements.

(q) All profit sharing, bonus, stock option, stock purchase, stock bonus, restricted stock, stock appreciation right, phantom stock or other equity-based compensation arrangement, vacation pay, holiday pay, tuition reimbursement, scholarship, severance, dependent care assistance, excess benefit, bonus, incentive compensation, salary continuation, supplemental retirement, deferred compensation, employee loan or loan guarantee program, split dollar, cafeteria plan, and other compensation arrangements and other material agreement, arrangement, plan, policy, practice or program related to employment, compensation or employee benefits whether written or unwritten, funded or unfunded, formal or informal, and

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whether or not subject to ERISA that are maintained or contributed to by the Company (collectively, “ Benefit Plans ” or, individually, “ Benefit Plan ”) have been disclosed to Buyers. All of such Benefit Plans that are pursuant to written agreements are set forth on Schedule 4.13 . Each Benefit Plan that is a ‘nonqualified deferred compensation plan’ (as defined in Code § 409A(d)(1)) has been operated since January 1, 2005 in good faith compliance with Code § 409A, the final regulations promulgated under Code § 409A and Internal Revenue Service Notice 2005-1 (collectively “ Section 409A ”). No Benefit Plan that is a ‘nonqualified deferred compensation plan’ has been materially modified within the meaning of Section 409A. No event has occurred that would be treated under Section 409A as a transfer of property for purposes of Code § 83. No equity-based compensation arrangement or award granted under any Benefit Plan is considered ‘deferred compensation’ within the meaning of Section 409A.

4.14 Taxes .

(a) Except as set forth on Schedule 4.14(a) , the Company has filed all Tax Returns that they were required to file under applicable laws and regulations. All such Tax Returns were correct and complete in all respects and were prepared in substantial compliance with all applicable laws and regulations. All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been paid. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company or upon any of the Interests.

(b) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, partners, or other third party.

(c) The Company has not received any notice, nor expects to receive any notice, from any authority indicating an intent to assess any additional Taxes for any period for which Tax Returns have been filed. No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company. The Company has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where the Company has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against the Company. Schedule 4.14(c) set forth a list of all federal, state, local, and foreign Tax Returns filed with respect to the Company for taxable periods ended on or after December 31, 2001, indicates whether those Tax Returns that have been audited, indicates those Tax Returns that are currently are the subject of audit, and indicates whether the Company has received notice that any of those Tax Returns will be the subject of an audit. Sellers have delivered to Buyers correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company filed or received since December 31, 2001.

(d) The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

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(e) The Company is not a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Code § 280G (or any corresponding provision of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of Code § 162(m) (or any corresponding provision of state, local or foreign Tax law). The Company has not been a United States real property holding corporation within the meaning of Code § 897(c)(2) during the applicable period specified in Code § 897(c)(1)(A)(ii). The Company has disclosed on its federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code § 6662. The Company is not a party to or bound by any Tax allocation or sharing agreement. The Company (A) has not been a member of an affiliated group filing a consolidated federal income Tax Return and (B) has no Liability for the Taxes of any Person (other than the Company) under Reg. § 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(f) Schedule 4.14(f) sets forth the following information with respect to the Company as of the most recent practicable date: (A) the Tax basis of the Company in its assets, including depreciation schedules related to such Tax basis; (B) the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax, or excess charitable contribution allocable to the Company; and (C) the amount of an deferred gain or loss allocable to the Company arising out of any intercompany transaction.

(g) The unpaid Taxes of the Company (A) did not, as of the date of the Latest Balance Sheet, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Latest Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Effective Date in accordance with the past custom and practice of the Company in filing their Tax Returns. Since the date of the Latest Balance Sheet, the Company has not incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

(h) The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Effective Date; (ii) “closing agreement” as described in Code § 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Effective Date; (iii) intercompany transaction or excess loss account described in Treasury Regulations under Code § 1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Effective Date; or (v) prepaid amount received on or prior to the Effective Date.

(i) The Company has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code § 355 or Code § 361.

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(j) The Company has not engaged in or otherwise participated in any reportable transaction or “listed transaction” as defined in Code § 6707.

(k) Schedule 4.14(k) identifies each Company Subsidiary that is a “qualified subchapter S subsidiary” within the meaning of Code § 1361(b)(3)(B). Each Company Subsidiary so identified has been a qualified subchapter S subsidiary at all times since the date shown on such schedule up to and including the Closing Date.

(l) The Company is taxed as a subchapter S corporation for federal and state income tax reporting purposes, and the Company has previously made an election on IRS Form 8832 to be treated as an association taxable as a corporation.

(m) The Company (and any predecessor of the Company) has been a validly electing S corporation within the meaning of Code § 1361 and § 1362 at all times since its formation, and the Company will be an S corporation up to and including the Closing Date. There are no tax sharing agreements of any kind in existence between the Company and any of the partners in the Company.