EQUITY PURCHASE AGREEMENT

Exhibit 10.55

EQUITY PURCHASE AGREEMENT

     This Equity Purchase Agreement (“ Agreement ”) is dated August 5, 2005, by and among PolyMedica Corporation, a Massachusetts corporation (“ Buyer ”), National Pharmacies Group, Inc., a Delaware corporation (“ Seller ”), and National Diabetic Pharmacies, Inc., a Virginia corporation (together with any successor in interest, collectively, the “ Company ”).

RECITALS

      WHEREAS , the Company is a nationwide specialized pharmaceutical distribution company focusing on diabetes management products, including diabetes testing supplies, insulin pumps, respiratory medications, wound care supplies and prescriptions (the “ Business ”);

      WHEREAS , Seller owns all of the issued and outstanding shares (the “ Shares ”) of capital stock of the Company;

      WHEREAS , Seller intends to cause the Company to be converted into a single member limited liability company in Virginia prior to the Closing Date (as defined herein);

      WHEREAS , as of the Conversion (as defined herein), Seller shall own all of the issued and outstanding membership interests (the “ Interests ”) of the Company; and

      WHEREAS , Seller desires to sell, and Buyer desires to purchase, all of the Interests for the consideration and on the terms set forth in this Agreement.

AGREEMENT

     The parties, intending to be legally bound, agree as follows:

1. Sale and Transfer of Interests; Closing

     1.1 Interests . Upon the terms and subject to the conditions set forth herein, at the Closing, but effective as of the Effective Time, Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, free and clear of any Encumbrances, the Interests.

     1.2 Purchase Price . The purchase price for the Interests will be $55,000,000.00 plus the Adjustment Amount (such sum, as so adjusted is herein referred to as the “ Purchase Price ”). On the Closing Date, Buyer shall make payment on account of the Purchase Price as follows: $55,000,000.00 plus the Estimated Closing Working Capital Excess or minus the Estimated Closing Working Capital Shortfall by wire transfer to an account designated by Seller as set forth on Schedule 1.2(a) .

     1.3 Closing . The purchase and sale of the Interests provided for in this Agreement (the “ Closing ”) will take place at the offices of Buyer’s counsel at Weil, Gotshal & Manges LLP, 100 Federal Street, 34th Floor, Boston, Massachusetts 02110, commencing at 10:00 a.m. (local time) on the later of (a) August 22, 2005, or (b) the date that is five (5) Business Days following the termination of the applicable waiting period under the HSR Act, unless Buyer and Seller

otherwise agree. Subject to the provisions of Section 8 , failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 1.3 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. In such a situation, the Closing will occur as soon as practicable, subject to Section 8 . The Closing shall be deemed effective as of 12:01 a.m. local time, on the Closing Date (the “ Effective Time ”).

     1.4 Closing Obligations . In addition to any other documents to be delivered pursuant to other provisions of this Agreement, at the Closing:

          (a) Seller and the Company will deliver to Buyer:

               (i) the Interests Certificate duly endorsed (or accompanied by a duly executed power) for transfer to Buyer;

               (ii) a release in the form of Exhibit A duly executed by Seller (the “ Seller’s Release ”);

               (iii) [Intentionally Omitted]

               (iv) a noncompetition agreement in the form of Exhibit C duly executed by Robert Haft (the “ Noncompetition Agreement ”);

               (v) the Seller’s Secretary Certificate;

               (vi) the Consents listed on Schedule 1.4(a)(vi) .

               (vii) the Seller’s Officer Certificate;

               (viii) certificates of the Secretaries of State of the State of Delaware and the Commonwealth of Virginia certifying the good standing of Seller and the Company, respectively, dated as of a recent date prior to the Closing Date; and

               (ix) resignations of each of the Company’s officers and directors from such positions effective as of the Effective Time.

          (b) Buyer will deliver to Seller:

               (i) the Purchase Price to be paid to Seller on the Closing Date in accordance with Section 1.2 ;

               (ii) the Buyer’s Secretary Certificate; and

               (iii) the Buyer’s Officer Certificate.

Each of the deliveries pursuant to this Section 1.4 will be deemed to occur simultaneously and no delivery shall be made unless all other deliveries have been made.

          1.5 Adjustment Amount . (a) Pre-Closing Date Purchase Price Adjustment Estimate.

               (i) Not later than three (3) Business Days prior to the Closing Date, the Seller shall provide Buyer with a statement (the “ Estimated Closing Statement ”) setting forth in reasonable detail a calculation of its good faith estimation of the Closing Working Capital (“ Estimated Closing Working Capital ”). The Estimated Closing Statement and Estimated Closing Working Capital shall be prepared by the Company in good faith in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement and Estimated Closing Working Capital were being prepared and audited as of a fiscal year end. Notwithstanding the foregoing or any other provision of this Agreement, the Estimated Closing Statement, the Estimated Working Capital and the Closing Working Capital Statement shall reflect the reserves set forth on Schedule 1.5 attached hereto (collectively, the “ Supplemental Reserves ”). The Supplemental Reserves shall be disregarded for the purposes of calculating any adjustment required to be made under this Section 1.5 .

               (ii) If Estimated Closing Working Capital is less than Target Working Capital, then the Purchase Price payable at Closing will be decreased by the positive difference between Estimated Closing Working Capital and Target Working Capital (the “ Estimated Closing Working Capital Shortfall ”). If Estimated Closing Working Capital is greater than Target Working Capital, then the Purchase Price payable at Closing will be increased by the positive difference between Estimated Closing Working Capital and Target Working Capital (the “ Estimated Closing Working Capital Excess ”).

          (b) Post-Closing Date Purchase Price Adjustment.

               (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Target Working Capital (the “ Adjustment Amount ”).

               (ii) Within sixty (60) days following the Closing Date, Buyer shall deliver to Seller a statement of Closing Working Capital (the “ Closing Working Capital Statement ”) setting forth in reasonable detail Buyer’s calculations of Closing Working Capital. The Closing Working Capital Statement shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was as of a fiscal year end. In order for the Seller and its Representatives to review such Closing Working Capital Statement, Buyer will promptly furnish to Seller and its Representatives such work papers, supporting schedules, analyses and other documents and information as Seller and its Representatives may reasonably request. Buyer shall reasonably cooperate with Seller to assist Seller’s and its Representatives’ review of any such Closing Working Capital Statement and if requested, Buyer’s accounting

personnel will meet in person with Seller and its Representatives to discuss the Closing Working Capital Statement.

               (iii) If, within forty-five (45) days following delivery of the Closing Working Capital Statement, Seller has not given Buyer written notice of its objection as to the Adjustment Amount (which notice shall state in reasonable detail the basis of Seller’s objection or identify additional information reasonably required by Seller and its Representatives to evaluate the determination made by Buyer), then the Adjustment Amount calculated by Buyer shall be binding and conclusive on the parties.

               (iv) If Seller gives Buyer such written notice of objection, and if Seller and Buyer fail to resolve the issues outstanding with respect to the Closing Working Capital Statement and the calculation of the Adjustment Amount within thirty (30) days of Buyer’s receipt of Seller’s objection notice, Seller and Buyer shall submit the issues remaining in dispute as identified in Seller’s notice of objection to Deloitte & Touche LLP or such other independent public accounting firm mutually selected by Buyer and Seller (the “ Independent Accountants ”) for resolution applying the principles, policies and practices referred to in Section 1.5(b)(ii) . If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers, supporting schedules, analyses and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Adjustment Amount. Copies of all materials submitted or furnished by a Party to the Independent Accountants shall also be provided to the other Party and its Representatives and all meetings and communications with the Independent Accountants shall be held so that all Parties are given a reasonable opportunity to participate. The costs and expenses of the Independent Accountants in a dispute regarding the Adjustment Amount shall be paid by Seller if (A) the positive difference between (i) the Adjustment Amount resulting from determination of the Independent Accountants, and (ii) the Adjustment Amount set forth in Seller’s notice of objection, is greater than (B) the positive difference between (i) the Adjustment Amount resulting from determination of the Independent Accountants, and (ii) Buyer’s calculation of the Adjustment Amount as delivered to Seller; otherwise, such costs and expenses of the Independent Accounts will be paid by Buyer. The Independent Accounts will be entitled to the privileges and immunities of arbitrators.

               (v) If Closing Working Capital is greater than the Estimated Closing Working Capital, the difference shall be paid by Buyer to Seller within five (5) days of either the delivery of the Closing Working Capital Statement or, if Seller gives notice pursuant to Section 1.5(b)(iii) herein, the determination of the Independent Accountants. If Closing Working Capital is less than Estimated Closing Working Capital, the difference shall be paid by Seller to Buyer within five (5) days of either the delivery of the Closing Working Capital

Statement or, if Seller gives notice pursuant to Section 1.5(b)(iii) herein, the determination of the Independent Accountants.

               (vi) The Independent Accountants shall have not been engaged by any Party or any Related Person of such Party within the prior five (5) year period ending on the date of this Agreement.

2. Representations and Warranties of Seller and the Company

     In order to induce Buyer to enter into this Agreement, except as set forth in the Seller Disclosure Schedule to the specific reference to the section as to which the disclosure applies or to the extent reasonably apparent in any section of such Seller Disclosure Schedule (the “ Seller Disclosure Schedule ”), Seller and the Company, jointly and severally, subject to the limitations set forth in Section 10 , represent and warrant to Buyer as follows:

     2.1 Organization, Good Standing and Capitalization .

          (a) Each of Seller and the Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Applicable Contracts. The Company is duly qualified and licensed to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which either the property owned, leased or operated by it or the nature of the Business as currently conducted makes such qualification or license necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, a Material Adverse Effect.

          (b) Seller has delivered or made available to Buyer copies of all Governing Documents of Seller and the Company as currently in effect.

          (c) Prior to the Conversion, the authorized equity securities of the Company consist of 5,000 shares of voting common stock and 5,000 shares of non-voting common stock, without par value, all of which are issued and outstanding and constitute the Shares. Following the Conversion, the authorized equity securities of the Company will consist of one hundred units of limited liability company interests, all of which will be issued and outstanding and constitute the Interests. Seller is the record and beneficial owner and holder of the Shares, free and clear of all Encumbrances and will be on the Closing Date the record and beneficial owner and holder of the Interests, free and clear of all Encumbrances other than Permitted Encumbrances. The Shares have been duly authorized and validly issued and are fully paid and nonassessable, and following the Conversion, the Interests will be duly authorized and validly issued and fully paid and nonassessable. There are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of the Company. None of the Shares were issued in violation of the Securities Act or any other Legal Requirement, and following the Conversion, none of the Interests will have been issued in violation of the Securities Act or any other Legal Requirement.

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          (d) Except for the Interests, neither the Company nor the Seller owns, or has any Contract to acquire, any equity securities or other securities of any Person or other direct or indirect equity or other ownership interest in any other business.

     2.2 Enforceability; Authority; No Conflict .

          (a) This Agreement constitutes the legal, valid and binding obligation of Seller and the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller or the Company of each other agreement to be executed or delivered by Seller or the Company at the Closing (collectively, the “ Seller’s Closing Documents ”), each of the Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and/or the Company, enforceable against it/them in accordance with its terms. Seller and the Company have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents and to perform their obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by Seller’s and the Company’s shareholders and boards of directors.

          (b) Except as set forth on Schedule 2.2(b) , neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach (A) any provision of any of the Governing Documents of Seller or the Company or (B) any resolution adopted by the board of directors or the shareholders of Seller or the Company; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or the Company may be subject; (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or the Company that otherwise relates to the Business; (iv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract identified or required to be identified on Schedule 2.20(a) ; or; (vi) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company.

          (c) Except as set forth on Schedule 2.2(c) , neither Seller nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions; provided that, in the case of Contracts, this representation applies only to Contracts identified or required to be identified on Schedule 2.20(a) .

     2.3 Financial Statements . Seller has delivered to Buyer: (a) an audited consolidated balance sheet of the Company and Seller as at December 31, in each of the years 2002 through 2004, and the related audited consolidated statements of income, changes in shareholders’ equity and cash flows for each fiscal year then ended, including the notes thereto (the “ Annual Financial

Statements ”); and (b) an interim unaudited consolidated balance sheet of the Company and Seller as at June 30, 2005 (the “ Balance Sheet Date ”), including the notes thereto (the “ Balance Sheet ”) and the related statements of income, changes in shareholders’ equity, and cash flows for the period then ended (together with the Balance Sheet, the “ Most Recent Financial Statements ” and together with the Annual Financial Statements, the “ Financial Statements ”). The Financial Statements fairly present, in all material respects, the consolidated financial condition and the results of operations, changes in shareholders’ equity and cash flows of the Company and Seller as at the respective dates of and for the periods referred to therein, all in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, subject in the case of the Most Recent Financial Statements to footnotes and normal year end adjustments. The Financial Statements have been prepared from and are in accordance with the accounting records of the Company and Seller.

     2.4 Books and Records . The books of account, minute books, stock record books, and other records of the Company and Seller, all of which have been made available to Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices.

     2.5 Title to Properties; Encumbrances .

     (a)  Schedule 2.5(a) contains a list of all real property leased (“ Leased Real Property ”) by the Company. The Company does not own any real property. Except as set forth in Schedule 2.5(a) , the Company has valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to (i) any Permitted Encumbrances and (ii) Encumbrances constituting a lease, sublease or occupancy agreement that gives any third party any right to occupy any portion of the Leased Real Property (which have been disclosed in Schedule 2.5(a) ).

     (b) Except as set forth in Schedule 2.5(b) , the Company owns and has good title to or a valid leasehold in all material buildings, machinery, equipment and other tangible assets (i) shown on the Most Recent Financial Statements and (ii) necessary for the conduct of the Business as currently conducted, in each case free and clear or all Encumbrances other than Permitted Encumbrances, except for properties and assets disposed of in the Ordinary Course of Business since the Balance Sheet Date.

     2.6 Condition and Sufficiency of Assets . The buildings, plants, structures, and equipment of the Company are in good operating condition and repair, and are adequate for the uses to which they are currently being used, except as would not reasonably be expected to have a Material Adverse Effect. None of such buildings, plants, structures or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The assets of the Company used in the Business are, taken as a whole, sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.

     2.7 Accounts Receivable . All Accounts Receivable of the Company that are reflected on the Balance Sheet or the accounting records of the Company as of the Closing Date represent

or will represent valid obligations arising from sales actually made or services actually performed by the Company in the Ordinary Course of Business.

     2.8 Inventories . The Inventories, taken as a whole, consist of a quality and quantity usable and, with respect to finished goods, saleable, in the Ordinary Course of Business, except for obsolete items and items of below-standard quality arising in the Ordinary Course of Business. The Company is not in possession of any Inventories not owned by it, including goods already sold. All Inventories not written off have been valued using the weighted average cost method, which approximates the first-in, first-out (FIFO) method.

     2.9 No Undisclosed Liabilities . Except as set forth on Schedule 2.9 , the Company has no Liability that would be required to be reflected on a balance sheet of the Company prepared as of the date hereof in accordance with GAAP (excluding footnotes and normal year end adjustments), except for Liabilities reflected, accrued for or reserved against in the Most Recent Financial Statements and liabilities incurred in the Ordinary Course of Business since the Balance Sheet Date.

     2.10 Taxes . Except as set forth on Schedule 2.10:

          (a) The Company has filed or caused to be filed on a timely basis all Tax Returns that are or were required to be filed by or with respect to it, either separately or as a member of a group of Persons, pursuant to applicable Legal Requirements. Seller has delivered or made available to Buyer copies of all such Tax Returns filed by Seller or the Company with respect to the tax periods ending on December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004 and Schedule 2.10(a) lists all federal and state income Tax Returns filed by Seller or the Company with respect to tax periods ending on December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004. All Tax Returns and reports filed by Seller and/or the Company are true, correct and complete in all material respects. The Company has timely paid all of its Taxes that have or may have become due for all periods covered by the Tax Returns, or pursuant to any assessment received by Seller or the Company, except such Taxes, if any, as are listed on Schedule 2.10(a) and are being contested in good faith and as to which either adequate reserves (as required and as determined in accordance with GAAP) have been provided in the Balance Sheet (subject to any footnote and normal year-end adjustment) or which will be taken into account in the calculation of Closing Working Capital. Except as provided on Schedule 2.10(a) , neither Seller nor the Company currently is the beneficiary of any extension of time within which to file any Tax Return. No written claim has been made within the past five years by any Governmental Body in a jurisdiction where Seller or the Company do not file Tax Returns that either of them is or may be subject to taxation by that jurisdiction. There are no Encumbrances on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax.

          (b) Schedule 2.10(b) contains a list of all Tax Returns of Seller and the Company that have been audited within the past three years or are currently under audit and accurately describes any deficiencies or other amounts that were paid or are currently being contested with respect to such audits. All deficiencies proposed in writing as a result of such audits have been paid, settled or are being contested in good faith by appropriate proceedings as

described on Schedule 2.10(b) . Seller has delivered, or made available to Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. There is no outstanding dispute or claim concerning any Taxes of the Company claimed or raised by any Governmental Body in writing. Except as described in Schedule 2.10(b) , neither Seller nor the Company has given or been requested to give waivers or extensions that are still in effect (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller or the Company or for the Company may be liable after the Closing Date.

          (c) Except as set forth on Schedule 2.10(c) , as of the date of the Balance Sheet, the charges, accruals and reserves with respect to Taxes on the Balance Sheet of the Company are adequate (as required and as determined in accordance with GAAP) and are at least equal to the Company’s liability for Taxes as of the date of the Balance Sheet as determined and as required by GAAP, subject to any footnotes and normal year end adjustments. No consent to the application of former Section 341(f)(2) of the Code has been filed with respect to any property or assets of the Company. All Taxes that the Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

          (d) There is no tax sharing agreement or tax allocation agreement with respect to the Company’s Taxes that will require any payment by the Company after the Closing Date. The Company is not a party to any advance pricing agreement or any closing agreement that would require any payment by the Company after the Closing Date. The Company (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (B) has no liability for Taxes of any other Person under Treas. Reg. sect. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise.

          (e) For federal income tax purposes Seller is an S corporation as defined in Code Section 1361. Prior to the Conversion, for federal income tax purposes the Company was a Qualified Subchapter S Subsidiary as defined under Section 1361 of the Code. Following the Conversion, Seller shall not take or cause to be taken any action that would prevent the Company from being disregarded as an entity separate from its owners under Treas. Reg. § 301.7701-3 for federal income tax purposes, and to the extent permitted, for all other income tax purposes.

2.11 Employees .

          (a) Schedule 2.11 contains a list of the following information, as of July 25, 2005, for each employee or director of the Company, including each employee on leave of absence or layoff status: employer; name; job title; current base compensation and target bonus, status as exempt or non-exempt and any material change in compensation since January 1, 2005; date of hire; and, to the extent different from date of hire, service credited for purposes of vesting and eligibility to participate under the Company’s pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance, medical, welfare, vacation plan or any other Employee Plan.

          (b) To the Knowledge of the Seller and the Company, no employee or director of the Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee or director and any other Person (“ Proprietary Rights Agreement ”) that in any way materially adversely affects or will affect (i) the performance of his duties as an employee or director of the Company, or (ii) the ability of the Company to conduct its business, including any Proprietary Rights Agreement with Seller or the Company by any such employee or director. To the Knowledge of Seller and the Company, no director, officer, or other key employee of the Company intends to terminate his employment with the Company within 30 days after Closing.

          (c) Schedule 2.11 also contains a list of the following information for each retired employee or director of the Company, or their dependents, receiving retiree benefits from the Company or scheduled to receive retiree benefits in the future from the Company: name, retiree medical insurance coverage, retiree life insurance coverage, and other retiree benefits.

     2.12 Labor Disputes; Compliance . Since January 1, 2003, the Company has not been or is not a party to any collective bargaining or other labor Contract. Since January 1, 2003, there has not been and, there is not presently pending, existing or to the Knowledge of Seller and the Company, Threatened (a) any material strike, slowdown, picketing, organizing campaign, work stoppage, or employee grievance process, (b) any material Proceeding against or affecting the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any material charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other material labor or employment dispute against or affecting the Company or its premises, or (c) any application for certification of a collective bargaining agent. There is no lockout of the employees by the Company, and no such action is contemplated by the Company. Except as set forth on Schedule 2.12 , the Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. The Company is not liable for the payment of any material compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

     2.13 WARN Act . Since January 1, 2003, neither Seller nor the Company has effectuated (a) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “ WARN Act ”), 29 U.S.C. §§ 2101 et seq. ,) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Business, or (b) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Business where liabilities under the WARN Act remain, nor has Seller or the Company been affected by any transaction or engaged in layoffs or employment terminations relating to the Business sufficient in number to trigger application of any similar state or local law where liabilities under such law remain.

2.14 Employee Benefits .

          (a) Set forth on Schedule 2.14(a) is a list of all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (i) is maintained or contributed to by the Company or any other Person controlled by, controlling or under common control with the Company (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (“ ERISA Affiliate ”) or has been maintained or contributed to in the last six years by the Company or any ERISA Affiliate, and with respect to which the Company has or may have any liability, and (ii) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee or service provider of the Company or any ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof (collectively the “ Employee Plans ”). No Employee Plan is (x) a “ Defined Benefit Plan ” (as defined in Section 414(l) of the Code); (y) a “ Multiemployer Plan ” (as defined in Section 3(37) of ERISA); or (z) a plan subject to Title IV of ERISA, other than a Multiemployer Plan.

          (b) Seller has delivered to Buyer copies of (i) the material documents comprising each Employee Plan (or, with respect to any Employee Plan which is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other material documents which relate to the obligations of Seller, the Company or any ERISA Affiliate); (ii) all trust agreements, insurance contracts or any other funding instruments related to the Employee Plans; (iii) the most recent rulings, determination letters, no-action letters or advisory opinions from the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (“ PBGC ”) or any other Governmental Body that pertain to any Employee Plan and any open requests therefor; (iv) the most recent actuarial and financial reports (audited and/or unaudited) and the annual reports filed with any Government Body with respect to the Employee Plans during the current year and each of the three preceding years; (v) all collective bargaining agreements pursuant to which contributions to any Employee Plan(s) have been made or obligations incurred (including both pension and welfare benefits) by the Company or any ERISA Affiliate, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; (vi) all contracts with third-party administrators, actuaries, investment managers, consultants and other independent contractors that relate to any Employee Plan; and (vii) all summary plan descriptions, employee handbooks and other material written communications regarding the Employee Plans.

          (c) Except as set forth on Schedule 2.14(c), full payment has been made for all amounts that are required under the terms of each Employee Plan to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year of such Employee Plan ended on or before the date of this Agreement and all periods thereafter

prior to the Closing Date, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section 302 of ERISA and Section 412 of the Code) has been incurred with respect to any such Employee Plan, whether or not waived. The Company is not required to provide security to an Employee Plan under Section 401(a)(29) of the Code.

          (d) The Company has, at all times, complied, and currently complies, in all material respects with the applicable continuation requirements for its welfare benefit plans, including (1) Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA” and (2) any applicable state statutes mandating health insurance continuation coverage for employees.

          (e) Except as set forth on Schedule 2.14(e) , the form of all Employee Plans is in compliance in all material respects with the applicable terms of ERISA, the Code, and any other applicable laws, including the Americans with Disabilities Act of 1990, the Family Medical Leave Act of 1993 and the Health Insurance Portability and Accountability Act of 1996, and such plans have been operated in material compliance with such laws and the written Employee Plan documents. Neither Seller nor the Company has violated the requirements of Section 404 of ERISA.

          (f) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and neither Seller nor the Company has Knowledge of any circumstances that will result in revocation of any such favorable determination letter. Each trust created under any Employee Plan has been determined to be exempt from taxation under Section 501(a) of the Code, and neither Seller nor the Company has Knowledge of any circumstance that will result in a revocation of such exemption. No Employee Plan utilizes a funding vehicle described in Section 501(c)(9) of the Code or is subject to the provisions of Section 505 of the Code. With respect to each Employee Plan, no event has occurred or condition exists that will or could reasonably be expected to give rise to a loss of any intended tax consequence or to any Tax under Section 511 of the Code.

          (g) There is no material pending or to the Knowledge of the Seller and the Company threatened Proceeding relating to any Employee Plan, nor to the Knowledge of the Seller and the Company, is there any basis for any such Proceeding. Neither Seller, the Company nor any fiduciary of an Employee Plan has engaged in a transaction with respect to any Employee Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Seller, the Company or Buyer to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(l) of ERISA or a violation of Section 406 of ERISA. The Contemplated Transactions will not result in the potential assessment of a Tax or penalty under Section 4975 of the Code or Section 502(l) of ERISA nor result in a violation of Section 406 of ERISA.

          (h) Seller and the Company have maintained workers’ compensation coverage as required by applicable state law through purchase of insurance and not by self-insurance or otherwise.

          (i) Except as required by Legal Requirements or as set forth on Schedule 2.14(i) , the consummation of the Contemplated Transactions will not accelerate the time of vesting or the time of payment, or increase the amount, of compensation due to any director, employee, officer, former employee or former officer of Seller or the Company. Except as disclosed on Schedule 2.14(i) , there are no contracts or arrangements providing for payments by Seller or the Company, in their current form, that could subject any Person to Liability for tax under Section 4999 of the Code.

          (j) Except for the continuation coverage requirements of COBRA or similar statute, the Company has no potential Liability for benefits to employees, former employees or their respective dependents with respect to claims incurred following termination of employment or retirement under any of the Employee Plans that are Employee Welfare Benefit Plans.

          (k) Except as set forth on Schedule 2.14(k) , no Contemplated Transaction will result in an amendment, modification or termination of any of the Employee Plans. No written or oral representations have been made to any employee or former employee of Seller or the Company promising or guaranteeing any employer payment or funding for the continuation of medical, dental, life or disability coverage for any period of time beyond the end of the current plan year (except to the extent of coverage required under COBRA or similar statute). Except as set forth in Section 6.1 hereof, no written or oral representations have been made by Seller or the Company to any employee or former employee of Seller or the Company concerning the employee benefits of Buyer.

     2.15 Compliance With Legal Requirements; Governmental Authorizations .

          (a) Except as set forth on Schedule 2.15(a) : (i) the Company is, and at all times since January 1, 2001 has been, in material compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business, including its reimbursement, marketing, billing and collection practices; (ii) notwithstanding any qualifications as to time and materiality set forth in subsection (a)(i) above, no event has occurred or circumstance exists that (with or without notice or lapse of time) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any repayment of overpayments made to the Company by Medicare, Medicaid or any other governmentally funded health care reimbursement program or payment of penalties or other amounts in connection therewith; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any Remedial Action of any material nature; and (iv) the Company has not received, at any time since January 1, 2001, any notice or other communication (whether oral or written) from any Governmental Body regarding (A) any actual or alleged material violation of, or material failure to comply with, any Legal Requirement, (B) any actual or alleged obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any Remedial Action of any material nature, or (C) any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any repayment of overpayments made to the Company by Medicare, Medicaid or any other governmentally funded health care reimbursement program or payment of penalties or other

amounts in connection therewith. Neither Seller nor the Company has received notice of any material change and does not have Knowledge of any potential material change in its status as a Medicare or Medicaid participating supplier with Medicare or Medicaid. Neither the Seller nor the Company, nor, to the Knowledge of Company, any officer, director, employee, contractor or vendor of any of them, is now or has ever been suspended or excluded from participation in Medicare, Medicaid or any other governmentally funded health care reimbursement program.

          (b) The Company holds all Governmental Authorizations that are material to operation of the Business, including those necessary to be a Medicare or Medicaid participating supplier. Each Governmental Authorization material to operation of the Business is valid and in full force and effect. Except as set forth on Schedule 2.15(b) : (i) the Company is, and at all times since January 1, 2001, has been, in material compliance with the terms and requirements of each Governmental Authorization material to operation of the Business; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any material term or requirement of any Governmental Authorization material to operation of the Business or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization material to operation of the Business; (iii) the Company has not received, at any time since January 1, 2001, any notice or other communication (whether oral or written) from any Governmental Body regarding (A) any actual or alleged violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination of or modification or restriction to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations material to operation of the Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.

          (c) Notwithstanding any disclosure made elsewhere herein, since January 1, 2001, neither Seller nor the Company has engaged in any activities, nor, to the Knowledge of Company, has any event occurred or circumstance existed, which would constitute or give rise to a material violation of, or subject Seller or the Company to mandatory or permissive exclusion under, 31 U.S.C. §3729, or 42 U.S.C. §§1320a-7, 1320a-7a or §1320a-7b or any regulation promulgated thereunder, or any comparable state or local statutes or regulations, or which are prohibited by rules of professional conduct including, but not limited to, the following: (i) making or causing to be made a materially false statement or representation of a material fact in any application for any benefit or payment; (ii) making or causing to be made any materially false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) any failure by a claimant to disclose knowledge of the occurrence of any material event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (iv) offering or paying, or soliciting or receiving, any remuneration (including and kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (I) in return for referring an individual to a Person for the furnishing or

arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid or any other federal or state health care program, as defined in such statutes and regulations, or (II) in return for or to induce purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid or any other federal or state health care program, as defined in such statutes and regulations.

          (d) This Section 2.15 does not pertain to matters concerning any Environmental Law or Environmental, Health and Safety Liabilities, which, for purposes of this Agreement, are exclusively addressed in Section 2.22 hereof.

     2.16 Legal Proceedings; Orders .

          (a) Except as set forth on Schedule 2.16(a) , there is no pending Proceeding (provided that with respect to any Proceeding involving an audit or investigation, so long as no written notice of such audit or investigation has been received by the Company, to the Knowledge of the Seller and the Company, there is no such audit or investigation): (i) by or against the Company or that otherwise relates to or may materially affect the Business; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To the Knowledge of Seller and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that is likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered or made available to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed on Schedule 2.16(a) . The Proceedings listed or required to be listed on Schedule 2.16(a) will not have a Material Adverse Effect.

          (b) Except as set forth on Schedule 2.16(b) : (i) there is no Order to which the Company or the Business is subject requiring payment in excess of $100,000; and (ii) neither Seller or the Company, nor any officer or director of Seller or the Company is subject to any Order that prohibits Seller, the Company or any such officer or director of Seller or the Company from conducting the Business.

          (c) Except as set forth on Schedule 2.16(c) : (i) the Company is, and, at all times since January 1, 2000, has been in compliance in all material respects with all of the terms and requirements of each Order to which it or any of the assets owned or used by it, is or has been subject; (ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a material violation of or failure to comply in any material respects with any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company, is subject; and (iii) neither Seller nor the Company has received, at any time since January 1, 2000, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential material violation of, or failure to comply with, any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company, is or has been subject.

          (d) This Section 2.16 does not pertain to matters concerning any Environmental, Health and Safety Liabilities or to any Proceeding or Order relating to any Environmental Law, which, for purposes of this Agreement, are exclusively addressed in Section 2.22 hereof.

     2.17 No Material Adverse Change . Except as set forth on Schedule 2.17 , to the Knowledge of Seller and the Company, since the Balance Sheet Date, there has not been any Material Adverse Change.

     2.18 Absence of Certain Changes and Events . Except as set forth on Schedule 2.18 , since the Balance Sheet Date, the Company has operated the Business only in the Ordinary Course of Business and, to the Knowledge of Seller and the Company, there has not been any event, change, occurrence or circumstance that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Balance Sheet there has not been any:

          (a) change in the Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;

          (b) amendment to the Governing Documents of the Company;

          (c) except in the Ordinary Course of Business, payment or increase by the Company of any bonuses, salaries, or other compensation to any shareholder, director, officer, or employee or entry into any severance or similar Contract with any director, officer, or employee;

          (d) except in the Ordinary Course of Business, adoption of, or material increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company;

          (e) except in the Ordinary Course of Business, damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company;

          (f) except in the Ordinary Course of Business, entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least $100,000;

          (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or Encumbrance on any

material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets;

          (h) except in the Ordinary Course of Business, cancellation or waiver of any claims or rights with a value to the Company in excess of $100,000;

          (i) material change in the accounting methods used by the Company;

          (j) except for the Conversion, any election or rescinding of any election relating to Taxes of the Company or settlement or compromise of any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes of the Company, or except as may be required by applicable law, any changes to any of the Company’s methods of reporting income or deductions for federal income tax purposes from those employed in the preparation of its or Sellers most recently filed federal tax returns if any of the foregoing actions would have an adverse effect on Buyer or the Company following the Closing Date; or

          (k) agreement, whether oral or written, by the Company to do any of the foregoing.

     2.19 Third Party Payors and Suppliers .

          (a) Set forth on Schedule 2.19(a) is a list of the eight (8) most significant third party payors (the “ Major Customers ”) in terms of revenue to the Company during the twelve-month periods ended December 31, 2002, 2003 and 2004 and the six month period ended June 30, 2005, showing the approximate total revenue of the Company from each such payor during the periods then ended. Except to the extent set forth on Schedule 2.19(a) , since December 31, 2004, neither Seller nor the Company has received notice that any Major Customer has ceased, or intends to cease, to do business with the Seller, the Company or Buyer, or has reduced, or will reduce, its business in a manner that has a Material Adverse Effect. All of the Company’s claims billed to third party payors have been for items and services actually provided, and such claims, items and services have been billed and provided in accordance with all applicable requirements of such third party payors.

          (b) Set forth on Schedule 2.19(b) is a list of the ten most significant suppliers (the “ Major Suppliers ”) of services (including, without limitation, subcontractors), supplies, merchandise or other goods for the Company in terms of purchases by the Company for the twelve-month periods ended December 31, 2002, 2003 and 2004 and the six month period ended June 30, 2005, showing the amount paid to each such Major Supplier during such period. Except as disclosed on Schedule 2.19(b) , since December 31, 2004, neither Seller nor the Company has received any notice that any such Major Supplier will not sell supplies, merchandise or other goods to Buyer and the Company on substantially the same terms and conditions as those used in its current sales to Seller and the Company, subject only to general and customary price increases or other customary changes in terms, or changes in general business conditions or the like.

     2.20 Contracts; No Defaults .

          (a) Schedule 2.20(a) contains a list, and Seller has delivered to Buyer copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company to the Major Customers; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company by the Major Suppliers; (iii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $25,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year); (v) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property (other than licenses to use “shrink-wrap” or “off-the-shelf” software or any other software which is generally commercially available), including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees of the Company; (vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (viii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Related Person of the Company or limit the freedom of the Company or any Related Person of the Company to engage in any line of business or to compete with any Person; (ix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) each power of attorney that is currently effective and outstanding; (xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xii) each Applicable Contract for capital expenditures in excess of $25,000; (xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.

          (b) Except as set forth on Schedule 2.20(b), to Seller’s and the Company’s Knowledge, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the Business, or (B) assign to the Company any rights to any invention, improvement, or discovery.

          (c) Except as set forth on Schedule 2.20(c) , each Contract identified or required to be identified on Schedule 2.20(a) is in full force and effect and is valid and enforceable in accordance with its terms (except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar Legal Requirements affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a Proceeding in equity or at law).

          (d) Except as set forth on Schedule 2.20(d) : (i) the Company is, and at all times since January 1, 2003 has been, in compliance in all material respects with all applicable terms and requirements of each Contract identified or required to be identified on Schedule 2.20(a); (ii) to the Knowledge of Seller and the Company, each other Person that has or had any Liability under each Contract identified or required to be identified on Schedule 2.20(a) is, and at all times since January 1, 2003 has been, in compliance in all material respects with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or, to the Knowledge of Seller and the Company, any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract identified or required to be identified on Schedule 2.20(a) ; and (iv) the Company has not given to or received from any other Person, at any time since January 1, 2003, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract identified or required to be identified on Schedule 2.20(a) , except where any such failure would not have a Material Adverse Effect.

     2.21 Insurance .

          (a) Seller has delivered to Buyer: (i) copies of all policies of insurance to which the Company is a party or under which the Company, or any director of the Company, is or has been covered at any time within the three years preceding the date of this Agreement; (ii) copies of all pending applications for policies of insurance; copies of all applications filed in connection with current policies and (iii) any statement by the auditor of the Company’s financial statements with regard to the adequacy of such entity’s coverage or of the reserves for claims. Set forth on Schedule 2.21(a) is a list of all policies of insurance to which the Company is a party, including the policy number of each such policy.

          (b) Schedule 2.21(b) describes: (i) any self-insurance arrangement by or affecting the Company, including any reserves established thereunder and any partial self-insurance such as through deductibles of more than $25,000 each occurrence, at any time during the two years preceding the date of this Agreement, (ii) any current or previous contract or arrangement, other than a policy of insurance, for the transfer or sharing of any material risk by the Company, including any captive insurance company participation; and (iii) all obligations of the Company to the Major Customers with respect to insurance and identifies the policy under which such coverage is provided.

          (c) Schedule 2.21(c) sets forth, by year, for the current policy year and each of the two preceding policy years: (i) a summary (whether internally prepared or insurance company issued) of the loss experience under each policy; (ii) a statement describing each open claim and all closed claims for an amount in excess of $25,000 under an insurance policy, which sets forth: (A) the name of the claimant; (B) a description of the policy by insurer, type of insurance, and period of coverage; and (C) the amount and a brief description of the claim; and (iii) a statement describing the loss experience for all claims that were self-insured, including the number and aggregate cost of such claims.

          (d) Except as set forth on Schedule 2.21(d) : (i) All policies to which the Company is a party or that provide coverage to Seller, the Company, or any director or officer of the Company: (A) are valid, outstanding, and enforceable; (B) are issued by an insurer that is to the Knowledge of Seller and the Company financially sound and reputable; (C) are sufficient for compliance with all Legal Requirements and Contracts to which the Company is a party or by which it is bound; (D) will continue in full force and effect following the consummation of the Contemplated Transactions, except with respect to Seller; and (E) do not provide for any retrospective premium adjustment or other experienced-based liability on the part of the Company. (ii) Neither Seller nor the Company has received (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights, or (B) any notice of cancellation or any other indication that any insurance policy is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder. (iii) The Company has paid all premiums due, and has otherwise performed all of its obligations, under each policy to which the Company is a party or that provides coverage to the Company or any director thereof. (iv) The Company has given notice to the insurer of all material claims that may be insured thereby.

     2.22 Environmental Matters . Except as set forth on Schedule 2.22 , and except as would not reasonably be expected to have a Material Adverse Effect:

          (a) The Company is in compliance with, and has not been and is not in violation of or subject to material liability under, any Environmental Law. Neither Seller nor the Company has any basis to expect, nor has any of them received, any actual or Threatened order, notice, or other communication from any Governmental Body or other person alleging any actual or potential violation or failure to comply with any Environmental Law, or of any actual or Threatened obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilities in which Seller or the Company has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used, or processed by Seller or the Company.

          (b) Seller has delivered to Buyer copies of any Phase 1 or Phase 2 reports, and similar environmental self-assessment documentation pertaining to the Facilities, or concerning compliance by the Company with Environmental Laws.

          2.23 Intellectual Property Assets .

          (a) Set forth on Schedule 2.23(a) is a list and description of all material patents, patent rights, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned, used, licensed or held by the Company as of the date hereof. Except as set forth on Schedule 2.23(a) , (vii) (A) to the Seller’s and the Company’s Knowledge, the Company is the owner of all right, title and interest in and to all of the material Intellectual Property Assets owned by the Company, free and clear of any Encumbrances other than Permitted Encumbrances, and (B) the Company has the right to use and license the same in the conduct of the Business as currently conducted; (viii) there have been no claims made against Seller or the Company asserting the invalidity,

abuse, misuse, or unenforceability of any of the Intellectual Property Assets; (ix) neither Seller nor the Company has made any claim of any material violation or infringement by others of any of its Intellectual Property Assets or interests therein and, to the Knowledge of Seller and the Company, no grounds for any such claims exist; (x) neither Seller nor the Company has received any notice that it is in conflict with or infringing upon the asserted intellectual property rights of others in connection with the Intellectual Property Assets and, to the Knowledge of Seller and the Company, neither the use of the Intellectual Property Assets nor the operation of the Business is infringing or has infringed upon any intellectual property rights of others; (xi) the Intellectual Property Assets are, in the aggregate, sufficient and include all intellectual property rights necessary for the Company to lawfully operate the Business as presently being operated; and (xii) to the Knowledge of Seller and the Company, no interest in any of Seller’s or the Company’s Intellectual Property Assets has been assigned, transferred, licensed or sublicensed by Seller or the Company to any Person other than Buyer pursuant to this Agreement.

          (b) Schedule 2.23(b) contains a list and of all internet web sites and internet domain names presently used by the Company comprising part of the Intellectual Property Assets of the Company (collectively “ Net Names ”). All Net Names have been registered in the name of the Company. No Net Name has been or is now involved in any dispute, opposition, invalidation or cancellation Proceeding and, to the Knowledge of Seller and the Company, no such action is Threatened with respect to any Net Name. To the Knowledge of Seller and the Company, there is no domain name application pending of any other Person which would or would potentially interfere with or infringe any Net Name. No Net Name is infringed or, to the Knowledge of Seller and the Company, has been challenged, interfered with or threatened in any way. To the Knowledge of Seller and the Company, no Net Name infringes, interferes with or is alleged to interfere with or infringe the trademark, copyright or domain name of any other Person.

     2.24 Certain Payments . Since January 1, 2003, neither the Company or any of its directors or officers, nor any employee authorized by any such director or officer, has directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the Company or any Related Person of the Company, or (iv) in violation of any Legal Requirement, (b) established or maintained any fund or asset belonging to the Company that has not been recorded in the books and records of the Company.

     2.25 Relationships With Related Persons . Neither Seller nor any Related Person of Seller or of the Company has, or since January 1, 2003 has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business of the Company . Neither Seller nor any Related Person of Seller or of the Company is, or since January 1, 2003 has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with the Company, or (ii) engaged in direct competition with the Company with respect to any of the line of the products or services of the Company set forth

in Schedule 2.25 (a “ Competing Business ”) in any market presently served by the Company, except for less than five percent (5%) of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market.

     2.26 Brokers or Finders . Seller and its Representatives have incurred no Liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement.

     2.27 Disclosure .

          (a) No representation or warranty of Seller or the Company in this Agreement omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

          (b) No notice given pursuant to Section 4.5 will contain any untrue statement or omit to state a material fact necessary to make the statements therein or in this Agreement, in light of the circumstances in which they were made, not misleading.

3. Representations and Warranties of Buyer

     In order to induce Seller and the Company to enter into this Agreement, Buyer represents and warrants to Seller and the Company as follows:

     3.1 Organization and Good Standing . Buyer is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, with full corporate power and authority to conduct its business as it is now conducted.

     3.2 Authority; No Conflict .

          (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement to be executed or delivered by Buyer at Closing (collectively, the “ Buyer’s Closing Documents ”), each Buyer’s Closing Document will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

          (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the shareholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound.

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     Except as set forth on Schedule 3.2 , Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

     3.3 Investment Intent . Buyer is acquiring the Interests for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

     3.4 Certain Proceedings . There is no pending Proceeding that has been commenced against Buyer and that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Buyer’s Knowledge, no such Proceeding has been Threatened.

     3.5 Brokers or Finders . Buyer and its Representatives have incurred no Liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement.

     3.6 No Outside Reliance . Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the