SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

           SECURITIES PURCHASE AGREEMENT, dated as of March 11, 2009 (the “Agreement”), among US Imaging Holding, LLC, a limited liability company organized under the laws of Nevada and a wholly owned subsidiary of Axcess Medical Imaging Corporation, a Delaware corporation (the “Purchaser”), Diagnostic Imaging Resources, L.L.C. (“Diagnostic Imaging”), a limited liability company organized under the laws of Delaware, Morgan Medical Holdings, Inc., a corporation organized under the laws of Colorado (“Morgan Medical” and, together with Diagnostic Imaging, the “Sellers”), Clearwater Resources, Inc., a corporation organized under the laws of Delaware (“Clearwater”), Bradenton Resources, Inc., a corporation organized under the laws of Delaware (“Bradenton”), MRI-South Umberton, Inc., a corporation organized under the laws of Florida (“MRI-South”), Morgan Medical Corporation, a corporation organized under the laws of Florida (“Morgan”), Charlotte Resources, Inc., a corporation organized under the laws of Delaware (“Charlotte”) and Jacksonville Resources, Inc., a corporation organized under the laws of Delaware (“Jacksonville” and together with Clearwater, Bradenton, MRI-South, Morgan and Charlotte, the “Companies”).

WHEREAS, Diagnostic Imaging owns an aggregate of 100 shares of common stock, $.01 par value, of Clearwater (the “Clearwater Shares”), an aggregate of 100 shares of common stock, $.01 par value, of Bradenton (the “Bradenton Shares”), an aggregate of 100 shares of common stock, $.01par value, of MRI-South (the “MRI-South Shares”), an aggregate of 100 shares of common stock, $.01 par value, of Charlotte (the “Charlotte Shares”) and an aggregate of 100 shares of common stock, $.01par value, of Jacksonville (the “Jacksonville Shares) and Morgan Medical owns an aggregate of 100 shares of common stock, $1.00 par value, of Morgan (the “Morgan Shares” and, collectively with the Clearwater Shares, the Bradenton Shares, the MRI-South Shares, the Charlotte Shares and the Jacksonville Shares,” the “Securities”), which Securities constitute all of the issued and outstanding shares of capital stock of the Companies; and

WHEREAS, the Sellers desire to sell to Purchaser, and the Purchaser desires to purchase from the Sellers, the Securities for the purchase price and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.1   Sale and Purchase of Securities.

           Upon the terms and subject to the conditions contained herein, on the Closing Date the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Sellers, all of the Securities. 

2.1   Amount of Purchase Price.  The purchase price for the Securities, shall be an amount equal to:

(a)           $200,000 (US dollars) payable to the Sellers (the “Cash Purchase Price”); and

(b)           $3,770,000 (US dollars), which will be represented by the assumption of debt incurred by Medical Resources, Inc. on behalf of the Companies as more specifically described on Schedule 2.1 attached hereto (the “Assumed Debt” and together with the Cash Purchase Price, the “Purchase Price”).  In the event that the Assumed Debt at the Closing Date is in excess of $3,770,000, then the Cash Purchase Price shall be reduced by the amount that the Assumed Debt exceeds $3,770,000; provided, however, in no event shall the Assumed Debt be in excess of $3,970,000 as of the Closing Date.

2.2   Payment of Purchase Price.   On the Closing Date, the Purchaser shall pay the Cash Purchase Price to the Sellers, which shall be paid by the delivery to Sellers of a certified or bank cashier's checks, payable to the order of the Sellers or, at the Sellers’ option, by wire transfer of immediately available funds into an account designated by the Sellers.  Also on the Closing Date, Medical Resources will pay all outstanding accounts payable set forth on Schedule 4.10 (updated as of the Closing Date), and will provide proof to Purchaser of such payments.  Purchaser and Sellers shall enter into agreements with the parties holding the Assumed Debt acknowledging that the Companies, as applicable, have been acquired by the Purchaser and the Companies will continue to owe the obligation relating to the Assumed Debt (the “Assumed Debt Agreements”).

3.1            Closing Date .

Subject to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof (or the waiver thereof by the party entitled to waive that condition), the closing of the sale and purchase of the Securities provided for in Section 1.1 hereof (the "Closing") shall take place at the offices of Law Offices of Stephen M. Fleming PLLC, located at 110 Wall Street, 11 ^th Floor, New York, New York (or at such other place as the parties may designate in writing) no later than April 10, 2009.  The date on which the Closing shall be held is referred to in this Agreement as the "Closing Date".

3.2    Termination of Agreement .

This Agreement may be terminated prior to the Closing as follows:

(a)   At the election of the Sellers or the Purchaser on or after May 30, 2009, if the Closing shall not have occurred by the close of business on such date provided that the terminating party is not in default of any of its obligations hereunder and the Closing Date shall not have extended by the parties to a date after May 30, 2009;

(b)   by mutual written consent of the Sellers and the Purchaser; or

(c)   by the Sellers or the Purchaser if there shall be in effect a final nonappealable order of a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence).

3.3    Procedure Upon Termination .

In the event of termination and abandonment by the Purchaser or the Sellers, or both, pursuant to Section 3.2 hereof, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Securities hereunder shall be abandoned, without further action by the Purchaser or the Sellers. If this Agreement is terminated as provided herein, each party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same.

3.4    Effect of Termination .

The Sellers and Medical Resources, Inc., a Delaware corporation and the parent company of the Sellers (“MRI”), represent and warrant to the Purchaser that:

4.1.          Organization and Good Standing of the Companies .  Each of the Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation as set forth above. The Companies are not required to be qualified to transact business in any other jurisdiction where the failure to so qualify would have an adverse effect on the business of the Companies.

4.2.           Authority .

           (a)           Each of the Companies has full power and authority (corporate and otherwise) to carry on its business and has all permits and licenses that are necessary to the conduct of its business or to the ownership, lease or operation of its properties and assets.

           (b)           The execution of this Agreement and the delivery hereof to the Purchaser and the sale contemplated herein have been, or will be prior to Closing, duly authorized by the Managing Member of Diagnostic Imaging and the Boards of Directors of Morgan Medical and each of the Companies and by the Sellers as sole stockholders of the Companies having full power and authority to authorize such actions.

           (c)           Subject to any consents required under Section 4.7 below, the Sellers and the Companies have the full legal right, power and authority to execute, deliver and carry out the terms and provisions of this Agreement; and this Agreement has been duly and validly executed and delivered on behalf of Sellers and the Companies and constitutes a valid and binding obligation of the Sellers and the Companies, enforceable in accordance with its terms.

           (d)           Except as set forth in Schedule 4.2 hereto, to the best of Sellers’ knowledge, neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement will violate, conflict with, result in a breach of, or constitute a default under any statute, regulation, indenture, mortgage, loan agreement, or other agreement or instrument to which the Sellers or any of the Companies is a party or by which it or any of them is bound, any charter, regulation, or bylaw provision of the Sellers or any of the Companies, or any decree, order, or rule of any court or governmental authority or arbitrator that is binding on the Sellers or any of the Companies in any way.

4.3.           Shares .

           (a)           The authorized capital stock of Clearwater consists of 100 shares of common stock, par value $.01per share, of which the Clearwater Shares have been issued to  Diagnostic Imaging and constitute the only shares of the capital stock of Clearwater outstanding.  The authorized capital stock of Bradenton consists of 100 shares of common stock, par value $.01 per share, of which the Bradenton Shares have been issued to Diagnostic Imaging and constitute the only shares of the capital stock of Bradenton outstanding.  The authorized capital stock of MRI-South consists of 1,000 shares of common stock, par value $.01per share, of which the MRI-South Shares have been issued to Diagnostic Imaging  and constitute the only shares of the capital stock of MRI-South outstanding.  The authorized capital stock of Morgan consists of 7,500 shares of common stock, par value $1 per share, of which the Morgan Shares have been issued to Morgan Medical and constitute the only shares of the capital stock of Morgan outstanding.  The authorized capital stock of Charlotte consists of 3,000 shares of common stock, par value $.01per share, of which the Charlotte Shares have been issued to Sellers and constitute the only shares of the capital stock of Charlotte outstanding.  The authorized capital stock of Jacksonville consists of 1,000 shares of common stock, par value $.01per share, of which the Jacksonville Shares have been issued to Sellers and constitute the only shares of the capital stock of Jacksonville outstanding.  All of the Securities are duly authorized, validly issued, fully paid and non-assessable.

           (b)           The Sellers are the lawful record and beneficial owner of all the Securities, free and clear of any liens, pledges, encumbrances, charges, claims or restrictions of any kind, except as set forth in Schedule 4.3 hereto, and have, or will have on the Closing Date, the absolute, unilateral right, power, authority and capacity to enter into and perform this Agreement without any other or further authorization, action or proceeding, except as specified herein.

           (c)           There are no authorized or outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatever under which any of the Companies are or may become obligated to issue, assign or transfer any shares of capital stock of any of the Companies, except as set forth in Schedule 4.3 hereto.  Upon the delivery to Purchaser on the Closing Date of the certificates representing the Securities, Purchaser will have good, legal, valid, marketable and indefeasible title to all the then issued and outstanding shares of capital stock of the Companies, free and clear of any liens, pledges, encumbrances, charges, agreements, options, claims or other arrangements or restrictions of any kind (other than any such liens, pledges, encumbrances, charges, agreements, options, claims and other arrangements and restrictions that will be terminated and discharged promptly on Closing upon the receipt by the holders of the same of sums sufficient to pay in full the obligations secured by such liens and other encumbrances, which such liens are attached hereto as Schedule 4.3(c) ).

4.4.            Basic Corporate Records .  The copies of the Articles of Incorporation of each of the Companies (certified by the Secretary of State or other authorized official of the jurisdiction of incorporation), and the Bylaws of each of the Companies, as the case may be (certified within 30 days of the date of this Agreement as true, correct and complete by each of the Companies’ secretary or assistant secretary), all of which have been delivered to the Purchaser, are true, correct and complete as of the date of this Agreement.

4.5.            Minute Books .  The minute books of each of the Companies, which shall be exhibited to the Purchaser between the date hereof and the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholders, Boards of Directors and committees of such Boards of Directors of each such corporation, if any, and, on the Closing Date, will contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders, respective Boards of Directors and committees of such Boards of Directors of each such corporation.

4.6.            Subsidiaries and Affiliates .  Any and all businesses, entities, enterprises and organizations in which any of the Companies has any ownership, voting or profit and loss sharing percentage interest (the “Subsidiaries”) are identified in Schedule 4.6 hereto, together with the Companies’ interest therein.  Unless the context requires otherwise or specifically designated to the contrary on Schedule 4.6 hereto, “Companies” as used in this Agreement shall include all such Subsidiaries.  Except as set forth on Schedule 4.6 hereto, (i) the Companies have made no advances to, or investments in, nor owns beneficially or of record, any securities of or other interest in, any business, entity, enterprise or organization, (ii) there are no arrangements through which any of the Companies has acquired from, or provided to, the Sellers or their affiliates any goods, properties or services, (iii) there are no rights, privileges or advantages now enjoyed by any of the Companies as a result of the ownership of the Companies by the Sellers which, to the knowledge of the Sellers or the Companies, might be lost as a result of the consummation of the transactions contemplated by this Agreement.  Each entity shown on Schedule 4.6 is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power to own all of its property and to carry on its business as it is now being conducted.  Also set forth on Schedule 4.6 hereto is a list of jurisdictions in which each Subsidiary is qualified as a foreign corporation.  Such jurisdictions are the only jurisdictions in which the ownership or leasing of property by each Subsidiary or the conduct of its business requires it to be so qualified.  All of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, except as set forth on Schedule 4.6 hereto, are owned, of record and beneficially, by the Companies, and on the Closing Date will be owned by the Companies, free and clear of all liens, encumbrances, equities, options or claims whatsoever.  No Subsidiary has outstanding any other equity securities or securities options, warrants or rights of any kind that are convertible into equity securities of such Subsidiary, except as set forth on Schedule 4.6 hereto.

4.7.            Consents .  Except as set forth in Schedule 4.7 hereto, no consents or approvals of any public body or authority and no consents or waivers from other parties to leases, licenses, franchises, permits, indentures, agreements or other instruments are (i) required for the lawful consummation of the transactions contemplated hereby, or (ii) necessary in order that the business can be conducted by the Purchaser in the same manner after the Closing as heretofore conducted by the Companies, nor will the consummation of the transactions contemplated hereby result in creating, accelerating or increasing any liability of the Companies.

4.8.            Financial Statements .  The Sellers have delivered, or will deliver prior to Closing, to the Purchaser copies of the following financial statements (which include all notes and schedules attached thereto), all of which to the best of Sellers’ knowledge,  are true, complete and correct, have been prepared from the books and records of the Companies in accordance with generally accepted accounting principles (“GAAP”) consistently applied and fairly present the financial condition, assets, liabilities and results of operations of the Companies as of the dates thereof and for the periods covered thereby:

(i)           the unaudited combined balance sheet of each of the Companies as at December 31, 2007 and 2008, and the related unaudited statements of operations, stockholder’s equity and of cash flows of the Companies for the years then ended (such statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”).

                      In such Financial Statements, the statements of operations do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as set forth in Schedule 4.8 hereto, and the financial statements for the interim period indicated include all adjustments, which consist of only normal recurring accruals, necessary for such fair presentation.  There are no facts known to any of the Sellers, the Companies that, under generally accepted accounting principles consistently applied, would alter the information contained in the foregoing Financial Statements in any material way.

                      For the purposes hereof, the balance sheet of the Companies as of December 31, 2008 is referred to as the “Balance Sheet” and December 31, 2008 is referred to as the “Balance Sheet Date”.

4.9.            Records and Books of Account . To the best of Sellers’ knowledge, the records and books of account of the Companies reflect all material items of income and expense and all material assets, liabilities and accruals, and have been, and to the Closing Date will be, regularly kept and maintained in conformity with GAAP applied on a consistent basis.  Further, all additional corporate records (i.e. bank statements, contracts, etc.) shall be delivered to the Purchaser prior to the Closing Date).

4.10.          Absence of Undisclosed Liabilities .  Except as disclosed in Schedule 4.10 hereto, there are no liabilities or obligations of the Companies, whether accrued, fixed, absolute, contingent, determined or determinable, and including without limitation (i) liabilities to former, retired or active employees of the Companies under any pension, health and welfare benefit plan, vacation plan or other plan of the Companies, (ii) tax liabilities incurred in respect of or measured by income for any period prior to the close of business on the Balance Sheet Date, or arising out of transactions entered into, or any state of facts existing, on or prior to said date, (iii) contingent liabilities in the nature of an endorsement, guarantee, indemnity or warranty and (iv) accounts payable of any nature.  In addition to the accounts payable that Medical Resources shall pay on the Closing Date, as provided in Section 2.2, the Sellers shall also be obligated to pay any additional accounts payable and accrued expenses, as they become due, for items incurred prior to the Closing Date, and will pay such obligations within 45 days of notice, either by the Companies directly or from the Purchaser, that such obligations have come due.

4.11            Taxes .

           (a)           For purposes of this Agreement, “Tax” or “Taxes” refers to:  (i) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes and escheatment payments, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period (including, without limitation, any liability under Treas. Reg. Section 1.1502-6 or any comparable provision of foreign, state or local law); and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

           (b)           (i)           To the best of the Sellers’ knowledge, each of the Companies has timely filed all federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to Taxes required to be filed by such Companies with any Tax authority. To the best of Sellers’ knowledge, all such Returns are true, correct and complete in all material respects and each of the Companies has paid all Taxes shown to be due on such Returns.  Except as listed on Schedule 4.11 hereto, none of the Companies is currently the beneficiary of any extensions of time within which to file any Returns. The Sellers and the Companies have furnished and made available to the Purchaser complete and accurate copies of all income and other Tax Returns, on a pro forma basis, and any amendments thereto filed by the Companies in the last three (3) years.

(ii)  To the best of the Sellers’ knowledge, MRI, as of the Closing Date, will have withheld and accrued or paid to the proper authority all Taxes required to have been withheld and accrued or paid on behalf of each of the Companies.

(iii)  As of the Closing Date, there has been no delinquency in the payment of any Tax nor is there any Tax deficiency outstanding or assessed against such Companies.  Except as provided on Schedule 4.11 , the Companies have not executed any waiver of any statute of limitations for the assessment or collection of any Tax.

(iv)  Except as provided on Schedule 4.11 , to the best of the Sellers and MRI’s knowledge, there is no dispute, claim, or proposed adjustment concerning any Tax liability of the Companies either (A) claimed or raised by any Tax authority in writing and delivered to the Companies or (B) based upon personal contact by any officer of the Companies with any agent of such Tax authority, and to the knowledge of Sellers and the Companies, there is no claim for assessment, deficiency, or collection of Taxes, or proposed assessment, deficiency or collection from the Internal Revenue Service or any other governmental authority against the Companies which has not been satisfied.  The Companies are not a party to nor have any Companies been notified in writing that it is the subject of any pending, proposed, or threatened action, investigation, proceeding, audit, claim or assessment by or before the Internal Revenue Service or any other governmental authority. The Companies have not filed any requests for rulings with the Internal Revenue Service.  No power of attorney has been granted by any of the Companies or its Affiliates with respect to any matter relating to Taxes of the Companies. To the best of Sellers’ knowledge, there are no Tax liens of any kind upon any property or assets of the Companies, except for inchoate liens for Taxes not yet due and payable.

(v)  The Companies have no liability for any unpaid Taxes which has not been paid or accrued for or reserved on the Financial Statements (as defined in Section 4.8 of this Agreement) in accordance with GAAP, whether asserted or unasserted, contingent or otherwise.

(vi)  There is no contract, agreement, plan or arrangement to which any of the Companies is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Companies that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). There is no contract, agreement, plan or arrangement to which any of the Companies is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.

(vii)  The Companies have not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Companies.

(viii)  Except for the informal tax sharing arrangement pursuant to the consolidated return regulations, the Companies are not a party to, nor have any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement.

(ix)  None of the Companies’ assets are tax exempt use property within the meaning of Section 168(h) of the Code.

4.12.       Accounts Receivable .  The accounts receivable of the Companies shown on the Balance Sheet Date, and those to be shown in the Financial Statements, are, and will be, actual bona fide receivables from transactions in the ordinary course of business representing valid and binding obligations of others for the total dollar amount shown thereon, and as of the Balance Sheet Date were not (and presently are not) subject to any recoupments, set-offs, or counterclaims.  The Purchaser expressly acknowledges that all accounts receivable, as of the Closing Date (the “Pre-Closing A/R”), will be property of the Sellers and the Purchaser further acknowledges that it will have no claim to the Pre-Closing A/R.  The Sellers shall have sole responsibility for collecting Pre-Closing A/R.  The Sellers expressly acknowledge that all accounts receivable, following the Closing Date (the “Post-Closing A/R”), will be property of the Purchaser and the Sellers further acknowledge that they will have no claim to the Post-Closing A/R.  Notwithstanding anything contained in this Section 4.12 to the contrary, the Sellers and Medical Resources shall retain control of the lockboxes for the facilities involved in this transaction for a period of 60 days following the Closing (the “Lockbox Period”).  During the Lockbox Period, Medical Resources and the Sellers will cooperate with the Purchaser to ensure that Purchaser receives the Post-Closing A/R, and is able properly to document the financial information for the ongoing businesses at those facilities, by weekly reporting all receipts to the Purchaser, providing the Purchaser with copies of all applicable cash logs, and forwarding to the Purchaser any and all amounts, invoices or other materials allocated to Purchaser that are placed in such lockboxes.  In addition, Sellers and Medical Resources will use their best efforts to ensure that Purchaser receives “information only” access to the lockbox accounts during the Lockbox Period.  After the Lockbox Period, the Purchaser will cooperate with the Sellers and Medical Resources to ensure that the Sellers and Medical Resources continue to receive the Pre-Closing A/R, by weekly reporting all receipts to the Sellers and Medical Resources related to the Pre-Closing A/R, providing the Sellers and Medical Resources with copies of all applicable cash logs related to the Pre-Closing A/R, and forwarding to Medical Resources any and all amounts, invoices or other materials allocated to the Sellers and Medical Resources related to the Pre-Closing A/R that are placed in such lockboxes.  In addition, the Purchaser will use its best efforts to ensure that the Sellers and Medical Resources receive “information only” access to the lockbox accounts after the Lockbox Period.  At the end of the Lockbox Period, the Sellers and Medical Resources will execute such documentation and take such action as is necessary to transfer ownership and possession of the lockboxes to the Purchaser.

4.13.           Intentionally Left Blank .

4.14.           Machinery and Equipment .  Except for items disposed of in the ordinary course of business, all computers and related software, machinery, tools, furniture, fixtures, equipment, vehicles, leasehold improvements and all other tangible personal property (hereinafter “Fixed Assets”) of the Companies  currently being used in the conduct of its business, or included in determining the net book value of the Companies on the Balance Sheet Date, together with any machinery or equipment that is leased or operated by the Companies, are in fully serviceable working condition and repair.  Said Fixed Assets shall be maintained in such condition from the date hereof through the Closing Date.  Except as described on Schedule 4.14 hereto, all Fixed Assets owned, used or held by the Companies are situated at their respective business premises and are currently used in its business.   Schedule 4.14 describes all Fixed Assets owned by or an interest in which is claimed by any other person (whether a customer, supplier or other person) for which the Companies are responsible (copies of all agreements relating thereto being attached to said Schedule 4.14 ), and all such property is in the Companies’ actual possession and is in such condition that upon the return of such property in its present condition to its owner, the Companies will not be liable in any amount to such owner.  There are no outstanding requirements or recommendations by any insurance company that has issued a policy covering either (i) such Fixed Assets or (ii) any liabilities of the Companies  relating to operation of the business, or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any Fixed Assets or any changes in the operations of the business, any equipment or machinery used therein, or any procedures relating to such operations, equipment or machinery.  All Fixed Assets of the Companies are set forth on Schedule 4.14 hereto.

4.15.           Real Property Matters . All real property of the Companies are described in Schedule 4.15 hereto.

4.17.           Intentionally Left Blank .

4.18.           Insurance Policies .  There is set forth in Schedule 4.18  hereto a list and brief description of all insurance policies on the date hereof held by the Companies or on which it pays premiums, including, without limitation, life insurance and title insurance policies, which description includes the premiums payable by the Companies thereunder.   Schedule 4.18 also sets forth, in the case of any life insurance policy held by the Companies, the name of the insured under such policy, the cash surrender value thereof and any loans thereunder. All such insurance premiums in respect of such coverage have been, and to the Closing Date will be, paid in full, or if not due, properly accrued on the Balance Sheet.  All claims, if any, made against the Companies which are covered by such policies have been, or are being, settled or defended by the insurance companies that have issued such policies.  Up to the Closing Date, such insurance coverage will be maintained in full force and effect and will not be cancelled, modified or changed without the express written consent of the Purchaser, except to the extent the maturity dates of any such insurance policies expiring prior to the Closing Date.  No such policy has been, or to the Closing Date will be, cancelled by the issuer thereof, and, between the date hereof and the Closing Date, there shall be no increase in the premiums with respect to any such insurance policy caused by any action or omission of the Sellers or of the Companies.

4.19.           Banking and Personnel Lists .  The Sellers and the Companies will deliver to the Purchaser prior to the Closing Date the following accurate lists and summary descriptions relating to the Companies:

(i)           The name of each bank in which the Companies have an account or safe deposit box and the names of all persons authorized to draw thereon or have access thereto;

(ii)           The names, current annual salary rates and total compensation for the preceding fiscal year of all of the present directors and officers of the Companies, and any other employees whose current base accrual salary or annualized hourly rate equivalent is $50,000 or more, together with a summary of the bonuses, percentage compensation and other like benefits, if any, paid or payable to such persons for the last full fiscal year completed, together with a schedule of changes since that date, if any;

(iii)           A schedule of workers’ compensation payments of the Companies over the past five full fiscal years and the fiscal year to date, a schedule of claims by employees of the Companies against the workers’ compensation fund for any reason over such period, identification of all compensation and medical benefits paid to date on each such claim and the estimated amount of compensation and medical benefits to be paid in the future on each such claim;

(iv)           The name of all pensioned employees of the Companies whose pensions are unfunded and are not paid or payable pursuant to any formalized pension arrangements, their agent and annual unfunded pension rates; and

(v)           The name, address, telephone number, facsimile number, email address, the name of the principal contact and all other relevant contact information of all clients and business relationships of the Sellers.

4.20.           Lists of Contracts, Etc.   There is included in Schedule 4.20 a list of the following items (whether written or oral) relating to the Companies, which list identifies each item:

(i)           All collective bargaining and other labor union agreements (if any); all employment agreements with any officer, director, employee or consultant; and all employee pension, health and welfare benefit plans, group insurance, bonus, profit sharing, severance, vacation, hospitalization, and retirement plans, post-retirement medical benefit plans, and any other plans, arrangements or custom requiring payments or benefits to current or retiring employees;

(ii)           All joint venture contracts of the Companies or affiliates relating to the business;

(iii)           All contracts of the Companies relating to (a) obligations for borrowed money, (b) obligations evidenced by bonds, debentures, notes or other similar instruments, (c) obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) obligations under capital leases, (e) debt of others secured by a lien on any asset of the Companies, and (f) debts of others guaranteed by the Companies;

(iv)           Intentionally left blank;

(v)           All contracts that individually provide for aggregate future payments to or from any of the Companies of $50,000 or more, to the extent not included in (i) through (iv) above;

(vi)           All contracts of the Companies that have a term exceeding one year and that may not be cancelled without any liability, penalty or premium, to the extent not included in (i) through (v) above;

(vii)         A complete list of all outstanding powers of attorney granted by any of the Companies; and

(viii)        All other contracts of the Companies material to the business, assets, liabilities, financial condition, results of operations or prospects of the business taken as a whole to the extent not included above.

All of the contracts, agreements and commitments of the Companies set forth on the first page of Schedule 4.20 and the first three lines of the second page of Schedule 4.20 (through Naples Radiology, P.A.) are valid, binding and in full force and effect and neither the Companies nor any other party to the referenced contracts, agreements, or commitments has materially breached any provision thereof or is in default thereunder.    True and complete copies of the contracts, leases, licenses and other documents referred to in this Schedule 4.20 will be delivered to the Purchaser, certified by the Secretary or Assistant Secretary of the Companies as true, correct and complete copies, not later than four weeks from the date hereof or ten business days before the Closing Date, whichever is sooner.

To the knowledge of Sellers and the Companies, there has not been any event, happening, threat or fact that would lead them to believe that any of said customers or vendors will terminate or materially alter their business relationship with the Companies after completion of the transactions contemplated by this Agreement.

4.21.           Compliance With the Law .  To the best of the Sellers’ knowledge, the Companies are not in violation of any applicable federal, state, local or foreign law, regulation or order or any other, decree or requirement of any governmental, regulatory or administrative agency or authority or court or other tribunal (including, but not limited to, any law, regulation order or requirement relating to securities, properties, business, products, manufacturing processes, advertising, sales or employment practices, terms and conditions of employment, occupational safety, health and welfare, conditions of occupied premises, product safety and liability, civil rights, or environmental protection, including, but not limited to, those related to waste management, air pollution control, waste water treatment or noise abatement).  Except as set forth in Schedule 4.21 hereto, the Companies have not been and are not now charged with, or to the knowledge of the Sellers or the Companies under investigation with respect to, any violation of any applicable law, regulation, order or requirement relating to any of the foregoing, nor, to the knowledge of Sellers or the Companies after due inquiry, are there any circumstances that would or might give rise to any such violation. The Companies have filed all reports required to be filed by the Companies with any governmental, regulatory or administrative agency or authority.

4.22.           Litigation; Pending Labor Disputes .  Except as specifically identified on Schedule 4.22 hereto:

(i)           There are no legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the knowledge of Sellers or the Companies, threatened, against the Sellers or the Companies, relating to the business or the Companies or their respective properties (including leased property), or the transactions contemplated by this Agreement, nor is there any basis known to the Sellers or the Companies for any such action.

(ii)           There are no known judgments, decrees or orders of any court, or any governmental department, commission, board, agency or instrumentality binding upon Sellers or the Companies relating to the business or the Companies the effect of which is to prohibit any business practice or the acquisition of any property or the conduct of any business by the Companies or which limit or control or otherwise adversely affect the Companies’ method or manner of doing business.

(iii)           No work stoppage has occurred and is continuing or, to the knowledge of Sellers or the Companies, is threatened affecting the business, and no representation question involving recognition of a collective bargaining agent exists in respect of any employees of the Companies.

(iv)           There are no pending labor negotiations or union organization efforts relating to employees of the Companies.

(v)           There are no known charges of discrimination (relating to sex, age, race, national origin, handicap or veteran status) or unfair labor practices pending or, to the knowledge of the Sellers or the Companies, threatened before any governmental or regulatory agency or authority or any court relating to employees of the Companies.

4.23.            Absence of Certain Changes or Events .  Outside the normal course of business, the Companies have not, since the Balance Sheet Date, except as described on Schedule 4.23 hereto:

(i)           Incurred any material obligation or, to the best of the Sellers’ knowledge, liability (absolute, accrued, contingent or otherwise) and any obligation or, to the best of the Sellers’ knowledge, liability incurred by the Companies in the ordinary course is not materially adverse, except for claims, if any, that are adequately covered by insurance;

(ii)           Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that were not materially adverse;

(iii)           Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing;

(iv)           Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible;

(v)           Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which sale or transfer has not been materially adverse;

(vi)           Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business;

(vii)                      Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent;

(viii)                      Authorized any capital expenditure for real estate or leasehold improvements in excess of $5,000.00 in the aggregate or for equipment in excess of $50,000 in the aggregate;

(ix)           Except for this Agreement, entered into any material transaction;

(x)           Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or

(xi)           Experienced damage, destruction or loss (whether or not covered by insurance) individually or in the aggregate materially and adversely affecting any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate affecting its financial condition, assets, liabilities or business.

4.24.           Employee Benefit Plans .

           (a)            Schedule 4.24 lists a description of the only Employee Programs (as defined below) that have been maintained (as such term is further defined below) by the Companies at any time during the five (5) years prior to the date hereof.

           (b)           There has not been any known material failure of any party to comply with any laws applicable with respect to any Employee Program that has been maintained by any of the Companies.  With respect to any Employee Programs now or heretofore maintained by the Companies, the Companies, there has occurred no known material breach of any duty under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or other applicable law which could result, directly or indirectly in any taxes, penalties or other liability to the Purchaser, the Companies or any affiliate (as defined below). To the best of Sellers’ knowledge, no litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of the Companies or Sellers, threatened with respect to any such Employee Program.

           (c)           Except as set forth in Schedule 4.24 attached hereto, neither the Companies nor any affiliate has ever (i) provided health care or any other non-pension benefits to any employees after their employment was terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA) or has ever promised to provide such post-termination benefits or (ii) maintained an Employee Program provided to such employees subject to Title IV of ERISA, Section 401(a) or Section 412 of Code, including, without limitation, any Multiemployer Plan.

(d)           For purposes of this Section 4.24:

(i)           “Employee Program” means (A) all employee benefit plans within the meaning of ERISA Section 3(3), including, but not limited to, multiple employer welfare arrangements (within the meaning of ERISA Section 3(40)), plans to which more than one unaffiliated employer contributes and employee benefit plans (such as foreign or excess benefit plans) which are not subject to ERISA; and (B) all stock option plans, bonus or incentive award plans, severance pay policies or agreements, deferred compensation agreements, supplemental income arrangements, vacation plans, and all other employee benefit plans, agreements, and arrangements not described in (A) above.  In the case of an Employee Program funded through an organization described in Code Section 501(c)(9), each reference to such Employee Program shall include a reference to such organization;

(ii)           An entity “maintains” an Employee Program if such entity sponsors, contributes to, or provides (or has promised to provide) benefits under such Employee Program, or has any obligation (by agreement or under applicable law) to contribute to or provide benefits under such Employee Program, or if such Employee Program provides benefits to or otherwise covers employees of such entity (or their spouses, dependents, or beneficiaries);

(iii)           An entity is an “affiliate&