STOCK PURCHASE AGREEMENT

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Exhibit 2.3

STOCK PURCHASE AGREEMENT

by and among

LAIDLAW INTERNATIONAL, INC., as "Parent,"

LAIDLAW MEDICAL HOLDINGS, INC.

as "Seller"

and

EMSC, INC.,

as "Purchaser"

Dated as of December 6, 2004

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TABLE OF CONTENTS

(Not part of this Agreement)

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ARTICLE I. PURCHASE AND SALE............................................................. 1

1.01 Purchase and Sale of Shares.................................................. 1

1.02 Purchase Price............................................................... 1

1.03 Closing...................................................................... 1

1.04 Deliveries................................................................... 2

1.05 Post-Closing Adjustment...................................................... 2

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT.......................... 4

2.01 Ownership of Shares.......................................................... 5

2.02 Organization................................................................. 5

2.03 Authority and Binding Effect................................................. 5

2.04 No Violations................................................................ 5

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER RELATING TO THE ACQUIRED COMPANY... 6

3.01 Organization................................................................. 6

3.02 Capitalization............................................................... 6

3.03 Subsidiaries................................................................. 7

3.04 No Violations................................................................ 8

3.05 Consents and Approvals....................................................... 8

3.06 Financial Statements......................................................... 8

3.07 Absence of Changes........................................................... 9

3.08 Sufficiency of and Title to Assets; Real Property and Related Matters........ 11

3.09 Insurance Coverage........................................................... 12

3.10 Litigation................................................................... 12

3.11 Compliance With Law.......................................................... 12

3.12 Governmental Authorizations.................................................. 13

3.13 Environmental Matters........................................................ 14

3.14 Brokers and Finders.......................................................... 14

3.15 Contracts.................................................................... 15

3.16 Intellectual Property........................................................ 17

3.17 Tax Matters.................................................................. 18

3.18 Employment Matters - Personnel Information................................... 19

3.19 Employment Matters - Employee Plans.......................................... 20

3.20 Certain Transactions......................................................... 22

3.21 Books and Records; Internal Controls......................................... 22

3.22 Health Care Matters.......................................................... 23

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ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER.................................. 23

4.01 Organization................................................................. 23

4.02 Authority and Binding Effect................................................. 23

4.03 No Violations................................................................ 23

4.04 Consents and Approvals....................................................... 24

4.05 Brokers and Finders.......................................................... 24

4.06 Absence of Proceedings....................................................... 24

4.07 Investment Intent............................................................ 24

4.08 Financing.................................................................... 24

4.09 Representations and Warranties............................................... 25

ARTICLE V. COVENANTS..................................................................... 25

5.01 Conduct of the Business Pending the Closing.................................. 25

5.02 Access to Information; Confidentiality....................................... 28

5.03 Consents and Approvals....................................................... 29

5.04 Public Announcements......................................................... 30

5.05 Employee Benefits Matters.................................................... 31

5.06 Directors' and Officers' Indemnification; Release from Liability............. 31

5.07 Letters of Credit............................................................ 32

5.08 Intercompany Accounts........................................................ 33

5.09 Performance Bonds Collateral................................................. 33

5.10 Resignations of Directors.................................................... 35

5.11 Notice of Certain Matters.................................................... 35

5.12 Tax Matters.................................................................. 36

5.13 Use of Name.................................................................. 38

5.14 Post-Closing Covenants....................................................... 38

5.15 No Negotiation............................................................... 39

5.16 Certain Payments............................................................. 39

5.17 Offerings.................................................................... 39

5.18 Indemnification of Members of Committee...................................... 40

5.19 Code Section 280(G).......................................................... 40

5.20 Purchaser Financing.......................................................... 40

5.21 Lender Consent............................................................... 40

5.22 GE Master Lease.............................................................. 41

5.23 Leases....................................................................... 41

ARTICLE VI. CONDITIONS TO CLOSING........................................................ 41

6.01 Conditions to Obligations of Seller.......................................... 41

6.02 Conditions to Obligations of Purchaser....................................... 42

ARTICLE VII. TERMINATION................................................................. 45

7.01 Termination.................................................................. 45

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7.02 Effect of Termination........................................................ 45

ARTICLE VIII. INDEMNIFICATION............................................................ 46

8.01 Indemnification by Seller and Parent......................................... 46

8.02 Indemnification by Purchaser................................................. 47

8.03 Tax Indemnification.......................................................... 48

8.04 Indemnification Process...................................................... 49

8.05 Special Environmental Inspection Provision................................... 53

8.06 Limitations on Claims........................................................ 54

8.07 Exclusivity of Indemnification Remedy........................................ 56

ARTICLE IX. DEFINITIONS AND TERMS........................................................ 57

9.01 Specific Definitions......................................................... 57

9.02 Other Definitional Provisions................................................ 69

ARTICLE X. GENERAL PROVISIONS............................................................ 69

10.01 Expenses..................................................................... 69

10.02 Further Assurances........................................................... 69

10.03 Amendment/Non-Assignment..................................................... 69

10.04 Waiver....................................................................... 70

10.05 Notices...................................................................... 70

10.06 Headings and Schedules....................................................... 71

10.07 Applicable Law............................................................... 72

10.08 No Third Party Rights........................................................ 72

10.09 Counterparts; Facsimile Signatures........................................... 72

10.10 Severability................................................................. 72

10.11 Entire Agreement............................................................. 72

10.12 Consent to Jurisdiction; Jury Trial; Venue................................... 72

10.13 Fair Construction............................................................ 73

10.14 Construction of Certain Provisions........................................... 73

10.15 Reasonable Consent Required.................................................. 73

10.16 Specific Enforcement......................................................... 73

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LIST OF SCHEDULES

Post-Closing Adjustment Schedule

Capitalization Schedule

Subsidiaries Schedule

No Violations Schedule

Consents and Approvals Schedule

Financial Statements Schedule

Certain Changes Schedule

Assets Schedule

Insurance Schedule

Litigation Schedule

Compliance Schedule

Environmental Matters Schedule

Contracts Schedule

Intellectual Property Schedule

Tax Matters Schedule

Personnel Information Schedule

Employee Plans Schedule

Certain Transactions Schedule

Internal Controls Schedule

Health Care Matters Schedule

Inspection Properties Schedule

LIST OF EXHIBITS

Exhibit 5.01(f) Labor Matters

Exhibit 5.06(c) D&O Released Parties

Exhibit 5.07 List of Letters of Credit

Exhibit 5.09 List of Performance Bonds

Exhibit A Capital Budget

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of

December 6, 2004, is by and among Laidlaw International, Inc., a Delaware

corporation ("Parent"), Laidlaw Medical Holdings, Inc., a Delaware corporation

("Seller") and EMSC, Inc., a Delaware corporation ("Purchaser").

RECITALS

WHEREAS, Seller owns all of the issued and outstanding shares of

common stock, par value $0.01 per share (the "Shares"), of American Medical

Response, Inc., a Delaware corporation (the "Acquired Company");

WHEREAS, Seller desires to sell, and Purchaser desires to purchase,

all of the Seller's right, title and interest in and to the Shares on the terms

and conditions contained herein (the "Share Purchase").

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.

PURCHASE AND SALE

1.01 Purchase and Sale of Shares. Upon the terms and conditions of

this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and

deliver to Purchaser, and Purchaser shall purchase, acquire and accept from

Seller, all of Seller's right, title and interest in and to the Shares.

1.02 Purchase Price. Subject to the terms and conditions of this

Agreement, on the Closing Date, Purchaser shall pay Seller, by wire transfer of

immediately available funds, an amount equal to $565,000,000 (the "Purchase

Price"). This Purchase Price shall be subject to adjustment pursuant to Section

1.05 following the Closing.

1.03 Closing. The closing of the Share Purchase (the "Closing") will

take place at 10:00 a.m. local time on the fifth Business Day after satisfaction

or waiver (as permitted by this Agreement and applicable Law) by the appropriate

party of the conditions (excluding conditions that, by their terms, cannot be

satisfied until the Closing Date, but subject to the fulfillment or waiver of

those conditions) set forth in Article VI (the "Closing Date"), unless another

time or date is agreed to in writing by the parties hereto; provided, however,

Purchaser shall not be obligated to consummate the Contemplated Transactions

prior to the Outside Date if Purchaser would be obligated to draw down the

Bridge Facility (as defined in the BofA Financing Commitment) or similar bridge

financing under a Substitute Financing Commitment rather than issue and sell

Senior Subordinated Notes (as defined in the BofA Financing Commitment) or

similar securities contemplated by a Substitute Financing Commitment to complete

the financing contemplated by Section 4.08; provided, further, that Purchaser

shall be obligated to consummate the Contemplated Transactions no later than the

Closing Date if all of the conditions set forth in Section 6.02 (including,

Section 6.02(n)) have been satisfied or

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waived. The Closing shall be held at the offices of Kaye Scholer LLP, 425 Park

Avenue, New York, New York 10022, unless another place is agreed to in writing

by the parties hereto.

1.04 Deliveries. At the Closing:

(a) Seller shall deliver, or cause to be delivered, to

Purchaser, the certificates evidencing the Shares;

(b) Purchaser shall deliver the Purchase Price to Seller; and

(c) The parties shall deliver such other certificates,

instruments or documents as required by Article VI or any other provision of

this Agreement.

1.05 Post-Closing Adjustment.

(a) Within forty-five (45) days after the Closing Date, Seller

shall prepare and deliver to Purchaser (i) an unaudited consolidated balance

sheet of the Acquired Company and the Subsidiaries dated as of the close of

business on the Closing Date (the "Closing Balance Sheet") showing the Net Worth

of the Acquired Company and the Subsidiaries at the Closing Date (the

"Preliminary Net Worth Amount") and (ii) a schedule (the "Closing Debt

Schedule") of the amount of Long Term Debt at the Closing Date (the "Preliminary

Debt Amount"). The Closing Balance Sheet shall be prepared in accordance with

the definitions and procedures set forth on the Post-Closing Adjustment

Schedule. In connection with the preparation of the Closing Balance Sheet and

the Closing Debt Schedule, Purchaser shall give, and shall cause the Acquired

Company and its representatives to give, to Seller and its representatives full

access at all reasonable times to the books, records and other materials of the

Acquired Company and the Subsidiaries and the personnel of, and work papers

prepared by or for Purchaser, the Acquired Company and the Subsidiaries or their

respective accountants, including, without limitation, to such historical

financial information relating to the Acquired Company and the Subsidiaries as

Seller may reasonably request in order to permit the timely preparation and

delivery of the Closing Balance Sheet and the Closing Debt Schedule in

accordance with this Section 1.05(a).

(b) Upon receipt of the Closing Balance Sheet and the Closing

Debt Schedule, Purchaser shall have thirty (30) days (the "Review Period") to

review such Closing Balance Sheet and the Closing Debt Schedule and related

computations of the Net Worth of the Acquired Company and the Subsidiaries and

the Closing Debt on the Closing Date. If Purchaser has accepted such Closing

Balance Sheet Closing Debt Schedule in writing or has not given written notice

to Seller setting forth in reasonable detail any objection of Purchaser to such

Closing Balance Sheet or Closing Debt Schedule(a "Statement of Objections")

prior to the expiration of the Review Period, then such Closing Balance Sheet

and Closing Debt Schedule shall be final and binding upon the parties, and the

Preliminary Net Worth Amount shall be deemed the Net Worth amount of the

Acquired Company and the Subsidiaries as of the Closing Date (the "Final Net

Worth Amount") and the Preliminary Debt Amount shall be deemed to be the amount

of Long Term Debt as of the Closing Date (the "Final Debt Amount"). In addition,

to the extent any portion of the Closing Balance Sheet or of the calculation of

the Preliminary Net Worth Amount, of the Closing Debt Schedule or of the

calculation of the Preliminary Debt

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Amount shall not be expressly objected to in the Statement of Objections, such

matters shall be deemed to have been accepted and approved by Purchaser and

shall be final and binding upon the parties for purposes hereof. In the event

that Purchaser delivers a Statement of Objections during the Review Period,

Purchaser and Seller shall use their commercially reasonable efforts to agree on

the amount of Net Worth of the Acquired Company and the Subsidiaries on the

Closing Date within thirty (30) days following the receipt by Seller of the

Statement of Objections. If the parties are unable to reach an agreement as to

such amounts within such thirty (30) day period, then the matter shall be

submitted to Deloitte & Touche LLP, or such other accountant as shall be

mutually agreed between the parties hereto (such accountant, the "Settlement

Accountant"), who shall determine the matters still in dispute and adjust the

Closing Balance Sheet to reflect such determination and establish the Final Net

Worth Amount and adjust the Closing Debt Schedule and establish the Final Debt

Amount. If issues in dispute are submitted to the Settlement Accountant for

resolution, each party will furnish to the Settlement Accountant such work

papers and other documents and information relating to the disputed issues as

the Settlement Accountant may request, and will be afforded the opportunity to

present to the Settlement Accountant any material relating to the resolution of

the disputed items and to discuss the resolution of the disputed items with the

Settlement Accountant; provided, that no party shall have any ex parte

discussions with the Settlement Accountant (other than after reasonable notice

to the other party and such party's refusal or failure to participate). The

Settlement Accountant will be instructed in performing the review that Purchaser

and Seller will each be provided with copies of any and all correspondence and

drafts distributed to any party, and Purchaser and Seller will be granted access

to information contained in the documents made available to the Settlement

Accountant by the other party. The Settlement Accountant shall determine only

those matters in dispute (and based solely on the materials and other

information presented by Seller and Purchaser and not by independent

investigation). The Settlement Accountant shall make its determination within

thirty (30) days (or as soon as practicable thereafter if the Settlement

Accountant notifies the parties that it requires additional time to make such

determination) following the submission of the matter to the Settlement

Accountant for resolution, and such determination shall be final and binding

upon Purchaser and Seller. Purchaser and Seller will each bear fifty percent

(50%) of the fees, charges and expenses of the Settlement Accountant.

(c) In the event that the Final Net Worth Amount is greater

than the Target Net Worth Amount, such excess is referred to herein as the

"Excess Net Worth Amount".

(d) In the event that the Final Net Worth Amount is less than

the Target Net Worth Amount, such deficiency is referred to herein as the "Net

Worth Deficiency".

(e) Calculation of Payments.

(i) If there is an Excess Net Worth Amount and an EmCare

Excess Net Worth Amount, and such amounts in the aggregate are equal to or less

than $20,000,000, then Purchaser shall be obligated to pay to Seller the Excess

Net Worth Amount.

(ii) If there is an Excess Net Worth Amount and an

EmCare Excess Net Worth Amount, and such amounts in the aggregate are greater

than $20,000,000, then Purchaser shall be obligated to pay to Seller an amount

equal to $20,000,000 multiplied by a

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fraction, of which the numerator is the Excess Net Worth Amount and the

denominator is the sum of the Excess Net Worth Amount plus the EmCare Excess Net

Worth Amount.

(iii) If there is an Excess Net Worth Amount and an

EmCare Net Worth Deficiency, then Purchaser shall be obligated to pay to Seller

an amount equal to the lesser of (A) the Excess Net Worth Amount and (B) the sum

of the EmCare Deficiency plus $20,000,000.

(iv) If there is a Net Worth Deficiency, Seller shall be

obligated to pay to Purchaser an amount equal to the Net Worth Deficiency.

(v) If there is an Excess Net Worth Amount and there is

neither an EmCare Excess Net Worth Amount nor an EmCare Net Worth Deficiency,

then Purchaser shall be obligated to pay to Seller an amount equal to the lesser

of the Excess Net Worth Amount and $20,000,000.

(f) Any amounts payable by Purchaser to Seller pursuant to

Section 1.05(e) shall be paid within five (5) Business Days following the

determination of the Final Net Worth Amount pursuant to Section 1.05(b) and the

"Final Net Worth Amount" pursuant to Section 1.05(b) of the EmCare Stock

Purchase Agreement, together with interest thereon for the period from the

Closing Date to (and including) the date of payment, at the prime rate as quoted

in the Money Rates Section of The Wall Street Journal (the "Applicable Rate"),

by wire transfer of immediately available funds to one or more accounts

designated by Seller.

(g) Any amounts payable by Seller to Purchaser pursuant to

Section 1.05(e) shall be paid within five (5) Business Days following the

determination of the Final Net Worth Amount pursuant to Section 1.05(b) and the

"Final Net Worth Amount" pursuant to Section 1.05(b) of the EmCare Stock

Purchase Agreement, together with interest thereon for the period from the

Closing Date to (and including) the date of payment, at the Applicable Rate, by

wire transfer of immediately available funds to one or more accounts designated

by Purchaser.

(h) Any amounts payable pursuant to Sections 1.05(f) or (g)

shall be deemed to increase or decrease the Purchase Price, as applicable.

(i) In the event that the Final Debt Amount is greater than

zero (such excess, the "Excess Debt Amount"), the Purchase Price shall be

decreased by, and Seller shall pay to Purchaser, within five (5) Business Days

following the determination of the Final Debt Amount pursuant to Section

1.05(b), an amount equal to such Excess Debt Amount, together with interest

thereon for the period from the Closing Date to (and including) the date of

payment, at the Applicable Rate, by wire transfer of immediately available funds

to one or more accounts designated by Purchaser.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

Each of Seller and Parent, as applicable, represents and warrants to

Purchaser that the statements contained in this Article II are true and correct,

except as set forth in the schedules provided by Seller and Parent to Purchaser

dated the date hereof (the "Disclosure Schedules").

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Each disclosure set forth in the Disclosure Schedules is identified by reference

to, or has been grouped under a heading referring to, a specific individual

section of this Agreement and disclosure made pursuant to any section thereof

shall be deemed to be disclosed on each of the other sections of the Disclosure

Schedules to the extent the applicability of the disclosure to such other

section is reasonably apparent from the disclosure made; provided, that, except

as otherwise provided in this Agreement, Seller shall not be required to

identify or refer to specific individual subsections of this Agreement in the

Disclosure Schedules. The inclusion of any information in the Disclosure

Schedules (or any update thereto) shall not be deemed to be an admission or

acknowledgment, in and of itself, that such information is required by the terms

hereof to be disclosed, is material to the Business, has resulted in or would

result in a Material Adverse Effect or is outside the ordinary course of

business.

2.01 Ownership of Shares. Seller is the record and beneficial owner

of all of the Shares free and clear of all Encumbrances, other than Encumbrances

pursuant to the Senior Secured Credit Facility, the PBGC Settlement Agreement or

this Agreement. The sale of the Shares to Purchaser pursuant to Article I will

be effective to transfer title to all of the Shares to Purchaser free and clear

of any Encumbrances.

2.02 Organization. Each of Seller and Parent is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Delaware. Each of Seller and Parent has requisite corporate power and authority

to own its properties and to carry on its business as it is now being conducted.

2.03 Authority and Binding Effect. Each of Seller and Parent has all

requisite corporate power and authority to execute and deliver this Agreement

and to consummate the Contemplated Transactions and at Closing, each of Seller

and Parent will have all requisite corporate power and authority to execute and

deliver the Other Seller Documents. The execution, delivery and performance of

this Agreement has been, and the Other Seller Documents will be, duly and

validly authorized by all necessary action of Seller, Parent and their

respective Affiliates and no additional authorization on the part of Seller,

Parent or their respective Affiliates is necessary in connection with the

execution, delivery and performance of this Agreement. This Agreement has been,

and the Other Seller Documents will be, duly executed and delivered by Seller

and Parent, as applicable. This Agreement is, and the Other Seller Documents

will be, a legal, valid and binding obligation of Seller and Parent, as

applicable, enforceable against Seller and Parent, as applicable, in accordance

with its terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium and similar laws affecting creditors' rights and remedies generally

and to general principles of equity.

2.04 No Violations. The execution and delivery by Seller and Parent

of this Agreement do not, and the performance and consummation of the

Contemplated Transactions by Seller and Parent will not: (a) conflict with or

violate any provision of the Organizational Documents of Seller or Parent; (b)

other than the Senior Secured Credit Facility and the PBGC Settlement Agreement,

conflict with, or result in the breach of, or constitute a default under, or

result in the termination, cancellation or acceleration (whether after the

giving of notice or the lapse of time or both) of any material right or

obligation of Seller under, any material contract or agreement to which Seller

or Parent is party or to which any of their respective assets is subject, (c)

violate or result in a breach of or constitute a default under any Law or Order

applicable to

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Seller or Parent or by which Seller of Parent or any of their respective assets

is bound; (d) other than the Senior Secured Credit Facility and the PBGC

Settlement Agreement, require any Consent of any Authority or any party to any

material contract or agreement to which Seller or Parent is party or by which

Seller or Parent is bound or to which any of Seller's or Parent's assets is

subject; or (e) other than Permitted Liens or Encumbrances created pursuant to

this Agreement, result in the creation or imposition of any Encumbrance upon the

Shares.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF

SELLER RELATING TO THE ACQUIRED COMPANY

Seller represents and warrants to Purchaser that the statements

contained in this Article III are true and correct, except as set forth in the

Disclosure Schedules. Each disclosure set forth in the Disclosure Schedules is

identified by reference to, or has been grouped under a heading referring to, a

specific individual section of this Agreement and disclosure made pursuant to

any section thereof shall be deemed to be disclosed on each of the other

sections of the Disclosure Schedules to the extent the applicability of the

disclosure to such other section is reasonably apparent from the disclosure

made; provided, that, except as otherwise provided in this Agreement, Seller

shall not be required to identify or refer to specific individual subsections of

this Agreement in the Disclosure Schedules. The inclusion of any information in

the Disclosure Schedules (or any update thereto) shall not be deemed to be an

admission or acknowledgment, in and of itself, that such information is required

by the terms hereof to be disclosed, is material to the Business, has resulted

in or would result in a Material Adverse Effect or is outside the ordinary

course of business.

3.01 Organization. The Acquired Company is a corporation duly

organized, validly existing and in good standing under the laws of Delaware and

has all requisite corporate power and authority to own, lease and operate the

Assets and the Business and to carry on the Business as it is now being

conducted. The Acquired Company is duly qualified to do business and is in good

standing as a foreign corporation in each jurisdiction in which the nature of

its business or the ownership, lease or operation of its Assets makes such

qualification necessary, except where the failure to have such power or

authority, to be in good standing or to be duly qualified to transact business,

would not result in material monetary costs to Purchaser or a forfeiture of

material rights by Purchaser.

3.02 Capitalization. The authorized capital of the Acquired Company

consists solely of 3,000 shares of common stock, par value $0.01 per share, of

which 199 shares are issued and outstanding and constitute the Shares. Seller is

the record and beneficial owner of the Shares, free and clear of all

Encumbrances, other than Encumbrances pursuant to the Senior Secured Credit

Facility, the PBGC Settlement Agreement or this Agreement. The Shares have been

duly authorized, validly issued and are fully paid, non-assessable and free of

preemptive rights. Except for this Agreement and the Contemplated Transactions

and except as set forth on the Capitalization Schedule, there are no outstanding

options, warrants, purchase rights, subscription rights, conversion rights,

exchange rights, or other Contracts with respect to the Shares or that could

require the Acquired Company to issue, sell or otherwise cause to become

outstanding any common stock or other equity securities or other securities of

the Acquired Company. Except as set forth on the Capitalization Schedule, there

are no outstanding or

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authorized stock appreciation, phantom stock, profit participation, or similar

rights with respect to the Acquired Company. Except pursuant to this Agreement,

no equity securities of the Acquired Company are subject to any agreements or

understandings between or among any Persons with respect to the voting or

transfer thereof. The Acquired Company does not have outstanding any bonds,

debentures, notes or other obligations the holders of which have the right to

vote (or are convertible into or exercisable for securities having the right to

vote) on any matter.

3.03 Subsidiaries.

(a) The Subsidiaries Schedule sets forth a true and complete

list of the subsidiaries of the Acquired Company (each, a "Subsidiary" and

collectively, the "Subsidiaries"), including the jurisdiction of incorporation,

organization or formation of each such Subsidiary, the jurisdictions in which

any such Subsidiary is qualified to do business as a foreign entity, and the

authorized (if applicable) and outstanding stock of each such Subsidiary and the

record owners of the issued capital of each Subsidiary. Except as set forth on

the Subsidiaries Schedule, the Acquired Company is the beneficial owner,

directly or indirectly, of all of the equity securities of each Subsidiary.

(b) Each Subsidiary (i) has been duly organized and is validly

existing and in good standing under the laws of the jurisdiction of its

incorporation or organization, (ii) has all necessary corporate, partnership,

limited liability company or other power and authority to own, lease and operate

its Assets and the Business and to carry on the Business as currently conducted

by it and (iii) is duly qualified to do business and is in good standing in each

jurisdiction in which the nature of its business and ownership, lease or

operation of its Assets makes such qualification necessary, except where the

failure to have such power or authority, to be in good standing or to be duly

qualified to transact business, would not result in material monetary costs to

Purchaser or a forfeiture of material rights by Purchaser, and as set forth with

respect to each such Subsidiary on the Subsidiaries Schedule.

(c) All of the outstanding equity securities of each such

Subsidiary (i) where the Subsidiary is a corporation, are duly and validly

issued, fully paid and non-assessable, (ii) where the Subsidiary is not a

corporation, are duly created pursuant to the laws of the jurisdiction of such

Subsidiary's organization or formation, issued and paid for in accordance with

such Subsidiary's Organizational Documents and are fully paid and non-assessable

and (iii) are held of record by the Person or Persons set forth on the

Subsidiaries Schedule. Except as set forth on the Subsidiaries Schedule, the

Acquired Company owns, directly or indirectly through another Subsidiary, all of

the equity securities and other securities in each Subsidiary, free and clear of

all Encumbrances, other than Encumbrances pursuant to the Senior Secured Credit

Facility, the PBGC Settlement Agreement or this Agreement. Except as set forth

on the Subsidiaries Schedule, neither the Acquired Company nor any Subsidiary

owns, or has any right to acquire, any equity securities or other securities of

any Person (other than, in the case of the Acquired Company and each Subsidiary,

a Subsidiary) or any direct or indirect equity interest in any other Person.

Except as set forth in the applicable Organizational Documents of each

Subsidiary, there are no options, warrants or rights of conversion or any other

Contract relating to any Subsidiary obligating such Subsidiary, directly or

indirectly, to issue additional equity securities or other securities in such

Subsidiary. Except as set forth on the Subsidiaries

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Schedule, no Person has the right to cause the redemption or repurchase of any

equity securities or other securities of any Subsidiary, nor are any equity

securities or other securities of any Subsidiary subject to, any Contracts or

understandings between or among any Persons with respect to the voting or

transfer thereof. No Subsidiary has outstanding bonds, debentures, notes or

other obligations the holders of which have the right to vote (or are

convertible into or exchangeable for securities having the right to vote) on any

matter.

3.04 No Violations. The execution and delivery by Seller of this

Agreement, and the performance and consummation of the Contemplated

Transactions, do not and will not (a) conflict with or violate any provision of

the Organizational Documents of the Acquired Company or any Subsidiary, (b)

except as set forth on the No Violations Schedule and subject to obtaining the

Required Consents, do not and will not violate, conflict with or result in the

breach of, or constitute a default under, or result in the termination,

cancellation or acceleration (whether after the giving of notice or the lapse of

time or both) of, or cause the loss or material modification of any material

right, or the imposition or material modification of any material obligation, of

the Acquired Company or any Subsidiary under any Scheduled Contract; (c) subject

to obtaining the Required Consents, violate or result in a breach of or

constitute a default under any Law or Order; or (d) result in the creation or

imposition of any Encumbrance upon the Shares or upon any material Asset (other

than as created by the terms of this Agreement and, in the case of Assets only,

a Permitted Lien).

3.05 Consents and Approvals. Except for any Consent required under

the HSR Act and as set forth on the Consents and Approvals Schedule (together

with the Consents set forth on the No Violations Schedule, the "Required

Consents"), (a) no Consent is required by the Organizational Documents of the

Acquired Company or any Subsidiary, (b) no Consent is required by any applicable

Law or other binding action or requirement of an Authority, and (c) no Consent

is required by the terms of any material Scheduled Contract, which must be

obtained from any Person, or is required to be made, obtained or otherwise

satisfied by Seller, the Acquired Company or any Subsidiary in order for any

such party to execute and deliver this Agreement or the Other Seller Documents,

to perform their respective obligations hereunder and thereunder and to perform

and consummate the Contemplated Transactions.

3.06 Financial Statements.

(a) Seller has delivered to Purchaser copies of audited

consolidated balance sheets and statements of income, changes in owners' equity,

and cash flow as of and for the fiscal years ended 2002, 2003 and 2004 and the

notes and schedules related thereto for the Acquired Company and the

Subsidiaries. The financial statements as of and for the fiscal year ended

August 31, 2004 are referred to as the "Most Recent Financial Statements". Such

financial statements (including the notes thereto) have been prepared in

accordance with GAAP, applied on a consistent basis throughout the periods

covered thereby (except as may be indicated in the notes to such financial

statements), are consistent with the books and records of the Acquired Company

and the Subsidiaries and fairly present the financial condition of the Acquired

Company and the Subsidiaries as of such dates and the results of operations of

the Acquired Company and the Subsidiaries as of the dates and for periods

indicated.

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(b) Except as set forth on the Financial Statements Schedule,

the Acquired Company and the Subsidiaries have no Liabilities that would be

required to be reflected on a balance sheet prepared in accordance with GAAP,

except for Liabilities that (i) are reflected or reserved against in the Most

Recent Financial Statements or (ii) have been incurred since the date of the

balance sheet contained in the Most Recent Financial Statements in the ordinary

course of business and which, individually or in the aggregate, have not had and

would not reasonably be expected to have a Material Adverse Effect.

3.07 Absence of Changes. Except as disclosed on the Certain Changes

Schedule, since August 31, 2004 through the date of this Agreement, the Acquired

Company and the Subsidiaries have conducted their businesses only in the

ordinary course consistent with past practice and there has not been any:

(a) declaration, setting aside or payment of any dividend or

other distribution with respect to any shares of capital stock of the Acquired

Company, or any repurchase, redemption, retirement or other acquisition by the

Acquired Company of any outstanding shares of capital stock, or other securities

of, or other equity or ownership interests in, the Acquired Company or any other

capital contribution to or equity investment in the Acquired Company;

(b) incurrence of any Encumbrance (other than any Permitted

Lien or the Encumbrance of Assets pursuant to the Senior Secured Credit

Facility, the PBGC Settlement Agreement or this Agreement) or the incurrence of

any Liability other than Liabilities incurred since the date of the balance

sheet contained in the Most Recent Financial Statements in the ordinary course

of business consistent with past practice;

(c) incurrence, assumption or guarantee by the Acquired

Company or any Subsidiary of any indebtedness for borrowed money other than (i)

borrowings in the ordinary course of business pursuant to the Senior Secured

Credit Facility; and (ii) the incurrence, assumption or guarantee by the

Acquired Company or a Subsidiary of any indebtedness for borrowed money on

behalf of or for the benefit of any Affiliate or any other Subsidiary as

permitted (and forgiven, discharged, released, cancelled (including by way of

capital contribution) or paid) pursuant to Section 5.08;

(d) making of any loan, advance or capital contribution to, or

investment in, any Person other than (i) the making of any loan, advance or

capital contribution, or investment in, any Affiliate to the extent permitted

pursuant to Section 5.08, or (ii) the making of any advance to any employee,

consultant or independent contractor of the Acquired Company or any Subsidiary

in the ordinary course of business consistent with past practice;

(e) sale (other than sales or other dispositions of equipment

deemed surplus or obsolete in the ordinary course of business or sales of

ambulances or other medical vehicles in the ordinary course of business), lease,

pledge, transfer or other disposition of any material Asset or any Asset having

a depreciated book value or estimated fair market value in excess of $250,000,

individually, or $500,000, in the aggregate, other than the sale of accounts

receivable in the ordinary course of business consistent with past practice;

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(f) (i) payment by the Acquired Company or any Subsidiary of

any bonus or other similar non-recurring compensation (including severance or

termination pay)(other than the payment of annual bonuses or other compensation

in the ordinary course of business or as otherwise previously disclosed in

writing to Purchaser) or increase by the Acquired Company or any Subsidiary of

any bonus, salary or other compensation (including severance or termination pay)

to any Management Level Employee or director of the Acquired Company or any

Subsidiary (other than as previously disclosed in writing to Purchaser); (ii)

increase by the Acquired Company or any Subsidiary of any bonus (other than such

increases made on an annual basis in the ordinary course of business), salary or

other compensation (including severance or termination pay) to any employee of

the Acquired Company or any Subsidiary (other than any increases to employees

(other than Management Level Employees) which do not exceed 0.5% in the

aggregate to all employees of the Acquired Company and the Subsidiaries); and

(iii) entry into any employment, severance, management, consulting, deferred

compensation or similar Contract with any employee of the Acquired Company or

any Subsidiary (other than the entry into any Contract disclosed pursuant to

Sections 3.15(a)(v) and (vi), which subsections are identified on the Contracts

Schedule);

(g) adoption of any Benefit Plan, or any increase in the

benefits to or payments under, any Benefit Plan that has resulted or would be

reasonably expected to result in an increase in the aggregate costs of such

benefits;

(h) change in the accounting methods or principles used by the

Acquired Company or any Subsidiary other than as required under any applicable

Law or GAAP;

(i) settlement or compromise of any Proceeding with any

Governmental Authority pursuant to which (A) there is a finding or admission of

violation of Law, or (B) the settlement or compromise involves the imposition,

through a corporate integrity agreement or otherwise, of any ongoing auditing,

disclosure or reporting obligations or material changes in the conduct of the

Business on the part of the Acquired Company or any Subsidiary;

(j) capital expenditure made, authorized or committed, except

for such expenditures that are substantially consistent with and do not exceed

the monthly allocations in the Capital Budget when aggregated for the period

commencing September 1, 2004 through the date of this Agreement;

(k) change in the current assets or current liabilities of the

Acquired Company and the Subsidiaries, taken as a whole, other than in the

ordinary course of business consistent with past practice;

(l) agreement, whether oral or written, by the Acquired

Company or a Subsidiary to do any of the foregoing; or

(m) labor dispute or any activity or Proceeding by a labor

union or representative thereof to organize any employees of the Acquired

Company or a Subsidiary, or any lockouts, strikes, slowdowns, work stoppages,

grievances or threats thereof by or with respect to any employees of the

Acquired Company or any Subsidiary.

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3.08 Sufficiency of and Title to Assets; Real Property and Related

Matters.

(a) Except as set forth on the Assets Schedule, the Assets are

sufficient for the continued conduct of the Business after the Closing in

substantially the same manner as currently conducted.

(b) Except as set forth on the Assets Schedule, the Acquired

Company and the Subsidiaries have good and marketable title to, or leasehold

title or a valid license to, or a valid and enforceable right to use, all of the

material Assets used, or held for use, in connection with the Business. All of

such Assets owned or purported to be owned by the Acquired Company or a

Subsidiary, including all of the Assets reflected on the Most Recent Financial

Statements or acquired after the date thereof, are owned by them free and clear

of all Encumbrances, except for (i) Permitted Liens, and (ii) Assets which were

disposed of in the ordinary course of business since the date of the Most Recent

Financial Statements. Neither the Acquired Company nor any Subsidiary has

received any notice from any Authority with respect to any taking of any

material Assets or any portion thereof or interest therein by eminent domain or

otherwise, and there is no proceeding pending or, to the Knowledge of Seller,

threatened, with respect thereto.

(c) The Assets Schedule contains a true and complete list, by

address, of all real property owned by the Acquired Company and the Subsidiaries

(each an "Owned Real Property"). Except as set forth on the Assets Schedule and

except for (i) such exceptions which, individually or in the aggregate, have not

had and would not reasonably be expected to have a Material Adverse Effect and

(ii) Permitted Liens, (x) the Acquired Company or a Subsidiary have good and

marketable title to the Owned Real Properties; and (y) the Owned Real Properties

are free and clear of all Encumbrances (other than pursuant to the Senior

Secured Credit Facility and the PBGC Settlement Agreement). The Assets Schedule

lists all real property leases and subleases, and any amendments or

modifications thereof, (x) for premises in excess of 15,000 square feet (other

than leases or subleases for crew quarters) as to which the Acquired Company or

a Subsidiary is a party or (y) that are material to the operation of the

Business (each, a "Lease," and the real property leased pursuant to the Leases,

the "Leased Real Property"). The Acquired Company or the relevant Subsidiary

holds good and valid leasehold title to the Leased Real Property, in each case,

in accordance with the provisions of the applicable Lease and free of all Liens,

except for Permitted Liens. Except as set forth in the Assets Schedule, all of

the Leases are in full force and effect and grant in all material respects the

leasehold estates or rights of occupancy or use they purport to grant. Except as

identified in the Assets Schedule, there are no existing material defaults on

the part of the Acquired Company or any Subsidiary or, to the Knowledge of

Seller, any other party under any Lease, and no event has occurred which, with

notice, lapse of time or both, would constitute a material default on the part

of the Acquired Company or any Subsidiary or, to the Knowledge of Seller, any

other party under any Lease or would result in the termination, cancellation or

acceleration (whether after the giving or notice or the lapse of time or both)

of, or cause the loss or material modification of any right, or the imposition

or material modification of any material obligation, of the Acquired Company or

any Subsidiary under any Lease. Neither the Acquired Company nor any Subsidiary

has any obligation to perform any construction of material tenant improvements

involving material monetary costs under any Lease.

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(d) All ambulances and other medical vehicles owned by the

Acquired Company or any Subsidiary have been maintained in the ordinary course

of business consistent with industry standards. The average age of the ambulance

fleet is 4.9 years.

3.09 Insurance Coverage.

(a) The Insurance Schedule contains a true and complete list

of all of the insurance policies covering the Assets, operations, employees,

officers and directors of the Acquired Company and the Subsidiaries. The Seller

has furnished to Purchaser true and complete copies of all insurance policies,

performance bonds and related agreements listed in the Insurance Schedule (each

a "Policy").

(b) All premiums payable under each Policy have been paid and

the Acquired Company and the Subsidiaries are otherwise in full compliance in

all material respects with the terms and conditions of each Policy. Each Policy

is enforceable, remains in full force and effect and is of such types and in

such amount and for risks, casualties and contingencies as may be required under

applicable Laws and as customary for Persons who carry on businesses similar in

scope and substance to the Business. Neither the Acquired Company nor any

Subsidiary has received, or has any Knowledge of, any threatened notice or other

communication regarding any actual or possible (i) termination, cancellation or

invalidation of any of Policy or (ii) refusal of any coverage or rejection of

any material claims under any Policy, or (iii) any retroactive, retrospective or

other premium adjustments under any Policy.

3.10 Litigation. Except as set forth on the Litigation Schedule, and

except for any qui tam or other Action (as defined below) that Seller, the

Acquired Company or any Subsidiary is prohibited from disclosing to Purchaser

pursuant to an applicable Order, there is no action, lawsuit or proceeding

("Action") pending or, to the Knowledge of Seller, threatened, whether by or

before any Governmental Authority or otherwise, against the Acquired Company or

any of the Subsidiaries that (a) would reasonably be expected to, individually

or in the aggregate, materially affect the operation or conduct of the Business

or the use of the Assets in any jurisdiction where the Acquired Company or any

Subsidiary conducts material business or, if determined adversely, would

reasonably be expected to result in Damages to the Acquired Company or any

Subsidiary in excess of $2,000,000, or (b) would reasonably be expected to

prevent or materially delay the performance of this Agreement by Seller. Except

as set forth on the Litigation Schedule, there are no judgments or outstanding

Orders material to the conduct of the Business or that impose material financial

obligations on the part of the Acquired Company or any Subsidiary, rendered by a

Governmental Authority against the Acquired Company or any of the Subsidiaries

or any of their properties or businesses or that would reasonably be expected to

prevent or materially delay the performance of this Agreement by Seller.

3.11 Compliance With Law.

(a) Except as set forth on the Compliance Schedule, to the

Knowledge of Seller, the Acquired Company and each Subsidiary has complied in

all material respects and is in compliance in all material respects with all

Laws applicable to the Business, except for such failures to comply that would

not reasonably be expected to have a material and adverse effect on the

financial condition or results of operations of the Acquired Company and the

Subsidiaries,

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taken as a whole, or on the operation or conduct of the Business or the use of

the Assets in any jurisdiction where the Acquired Company or any Subsidiary

conducts material business. To the Knowledge of Seller, no investigation,

inquiry, audit or review by any Governmental Authority with respect to the

Acquired Company, any Subsidiary or the Business is pending or, threatened

against the Acquired Company or any Subsidiary alleging any failure to so

comply, nor has any Governmental Authority indicated in writing an intention to

conduct the same, except for such failures to comply that would not reasonably

be expected to be material to the financial condition or results of operations

of the Acquired Company and the Subsidiaries, taken as a whole, or to the

operation or conduct of the Business or the use of the Assets in any

jurisdiction where the Acquired Company or any Subsidiary conducts material

business. This Section 3.11(a) shall not apply to compliance matters which are

the subject of Sections 3.13, 3.18, 3.19 and 3.22.

(b) The Acquired Company and each Subsidiary is, and at all

times since the issuance of any Order to which the Acquired Company, any

Subsidiary or any of their Assets is subject, has been, in full compliance with

all of the terms and requirements of each such Order, except for such failure to

comply that would not reasonably be expected to be material to the financial

condition or results of operations of the Acquired Company and the Subsidiaries,

taken as a whole, or to the operation or conduct of the Business or the use of

the Assets in any jurisdiction where the Acquired Company or any Subsidiary

conducts material business. This Section 3.11(b) shall not apply to compliance

matters which are the subject of Sections 3.13, 3.18, 3.19 and 3.22.

3.12 Governmental Authorizations.

(a) The Acquired Company and the Subsidiaries possess all

Governmental Authorizations that are required by any Governmental Authority to

conduct the Business as presently conducted by the Acquired Company and the

Subsidiaries, except for each such Governmental Authorization the failure of

which to obtain, individually or in the aggregate, has not had and would not

reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect. Each Governmental Authorization is valid and in full force and

effect. The Acquired Company and each Subsidiary is in compliance with all

applicable terms and requirements of each Governmental Authorization, except for

any such non-compliance that, individually or in the aggregate, has not had and

is not reasonably expected to have a Material Adverse Effect. To the Knowledge

of Seller, there is no threatened suspension, cancellation or termination of any

Governmental Authorization that is reasonably expected to have a Material

Adverse Effect.

(b) Except as would not, individually or in the aggregate,

reasonably be expected to materially and adversely affect the Business,

financial condition or results of operations of the Acquired Company and the

Subsidiaries, taken as a whole, to the extent required under applicable Law, the

Acquired Company and each Subsidiary is certified for participation under the

Governmental Programs. For the avoidance of doubt, the representations and

warranties set forth in this Section 3.12 do not supersede any representations

or warranties in any other section of this Agreement as they relate to Contracts

required to be disclosed pursuant to Section 3.15(a)(i).

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3.13 Environmental Matters. Except as disclosed in the Environmental

Matters Schedule:

(a) To the Knowledge of Seller, the real property that the

Acquired Company or any Subsidiary owns or leases and the operations of the

Business are in compliance in all material respects with all applicable

Environmental Laws.

(b) To the Knowledge of Seller, there are no aboveground or

underground storage tanks containing Hazardous Substances located on real

property owned or leased by the Acquired Company or any Subsidiary. To the

Knowledge of Seller, neither the Acquired Company nor any of the Subsidiaries

has released, treated or disposed of any Hazardous Substance, except in such

amounts or such a manner that would not reasonably be expected to result in the

need for material remediation under Environmental Laws. There are no pending or,

to the Knowledge of Seller, threatened Actions against the Acquired Company or

any of the Subsidiaries arising from or relating to any Environmental

Conditions. There has been no release of a Hazardous Substance at a real

property formerly owned, leased or operated by the Acquired Company or any

Subsidiary, which could result in material Liability under Environmental Laws to

the Acquired Company or any Subsidiary.

(c) Seller has provided to Purchaser true and complete copies

of all environmental investigations, reports, assessments or studies in the

possession of Seller, the Acquired Company or any Subsidiary relating to the

real property currently or formerly owned or leased by the Acquired Company or

any Subsidiary which have been conducted in the ten years preceding the date of

this Agreement.

(d) The Acquired Company and the Subsidiaries have been and

are in compliance in all material respects with the Medical Waste Tracking Act

42 U.S.C. Section 6992 et seq., or any other applicable federal, state or local

Law dealing with the disposal of medical wastes ("Medical Waste Laws"). There

are no pending, or to the Knowledge of Seller, threatened Actions against the

Acquired Company or any of the Subsidiaries arising from or relating to any

Medical Waste Laws.

(e) For the avoidance of doubt, the representations and

warranties with respect to property formerly owned or leased shall apply to

property owned or leased by a predecessor of the Acquired Company or any

Subsidiary, but only if such property was actually owned or leased by the

predecessor entity when the stock or assets of the predecessor were acquired by

the Acquired Company or any Subsidiary or any other Affiliate of Seller or

Parent.

3.14 Brokers and Finders. Other than Morgan Stanley & Co.

Incorporated, whose fees shall be paid by Seller, no investment banker, broker,

finder or other intermediary (a) has acted for or on behalf of Seller or the

Acquired Company or any Subsidiary in connection with this Agreement or the

Contemplated Transactions or (b) is entitled to any fee or commission from

Seller or the Acquired Company or any Subsidiary in connection with this

Agreement or the Contemplated Transactions.

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3.15 Contracts.

(a) Except for the Contracts set forth on the Contracts

Schedule (the "Scheduled Contracts") or as specifically contemplated by this

Agreement, neither the Acquired Company nor any Subsidiary is a party to any:

(i) Contract with any municipality or other local agency

pursuant to which the Acquired Company or any Subsidiary provides emergency 911

response services to such municipality or other local agency;

(ii) Contract with any hospital, skilled nursing

facility or other health care facility pursuant to which the Acquired Company or

any Subsidiary provides emergency or non-emergency transportation services to

such hospital, skilled nursing facility or other health care facility that is

not terminable by the Acquired Company or any Subsidiary, as applicable, upon

less than 120 days' notice;

(iii) Contract with any HMO, PPO or other third-party

payor pursuant to which the Acquired Company or any Subsidiary provides

emergency or non-emergency transportation services involving payments in excess

of $2,000,000 per annum in the aggregate by such HMO, PPO or other third-party

payor to the Acquired Company or any Subsidiary;

(iv) Contract pursuant to which the Acquired Company or

any Subsidiary provides management, consulting, billing or other administrative

type services or other services to or on behalf of any third-party (other than

any HMO, PPO or other third-party payor) that is not terminable by the Acquired

Company or any Subsidiary, as applicable, upon less than 120 days' notice;

(v) Contract of employment, consulting, management,

separation, severance or other similar agreement with any stockholder, director,

or Management Level Employee of the Acquired Company or any Subsidiary (which

shall be separately identified on the Contracts Schedule);

(vi) Contract of employment, consulting, management,

separation, severance or similar agreement with any consultant or independent

contractor providing for annual compensation from the Acquired Company or any

Subsidiary in excess of $100,000 and is not terminable by the Acquired Company

or any Subsidiary upon less than 120 days' notice without severance obligations

other than under any applicable Law (which shall be separately identified on the

Contracts Schedule);

(vii) stock option, share purchase, profit sharing,

deferred compensation, bonus or other incentive compensation contract, plan or

arrangement;

(viii) note, mortgage, indenture, letter of credit or

other obligation or agreement or other instrument entered into by the Acquired

Company or any Subsidiary for or relating to indebtedness for borrowed money

(other than capitalized lease obligations), or any guarantee by the Acquired

Company or any Subsidiary of third-party obligations;

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(ix) collective bargaining agreement with any labor

union or association representing employees of the Acquired Company or any

Subsidiary;

(x) Contract for the lease of personal property with an

annual base rental obligation of more than $250,000 or a total remaining rental

obligation of more than $250,000;

(xi) joint venture, partnership or limited liability

company agreement with any other Person;

(xii) Contract limiting the type of business activity of

the Acquired Company or any Subsidiary (excluding any Contract that is solely

for the benefit of the Acquired Company or any Subsidiary) or any stockholder,

officer or director thereof or limiting the freedom of the Acquired Company or

any Subsidiary or any stockholder, officer or director thereof to engage in any

line of business in any geographic area or to compete with any Person (other

than the Acquired Company or any Subsidiary);

(xiii) Contract with a group purchasing organization;

(xiv) material Contract containing capitated payment

arrangements;

(xv) Contract (other than any Contracts of the type

described in clauses (i) - (xiv) above and other than real or personal property

leases) requiring payments by the Acquired Company or any Subsidiary in excess

of $250,000 per year and which are not terminable by the Acquired Company or

such Subsidiary upon less than 180 days' notice; or

(xvi) material written amendment, supplement or

modification in respect of any of the foregoing.

(b) Except as set forth in the Contracts Schedule:

(i) each Scheduled Contract is the valid and binding

obligation of the Acquired Company or a Subsidiary and, to the Knowledge of

Seller, each other Person or party thereto, enforceable in accordance with its

terms and is in full force and effect, subject to applicable bankruptcy,

insolvency, reorganization, moratorium and similar laws affecting creditors'

rights and the effect of general principles of equity, whether enforcement is

considered in a proceeding in equity or at law and except to the extent that the

failure to be enforceable or in full force and effect would not reasonably be

expected to be material.

(ii) to the Knowledge of Seller, with respect to the

material Scheduled Contracts (a) there exists no material breach of or default

by the Acquired Company or any Subsidiary, as the case may be, and (b) there has

not occurred any event or events that, with the lapse of time or the giving of

notice or both, would violate, conflict with or result in the material breach

of, or constitute a material default under or result in the termination,

cancellation or acceleration of, or cause the loss or material modification of

any right, or the imposition or material modification of any obligation under,

any such Contract;

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(iii) to the Knowledge of Seller, no other Person party

to any material Scheduled Contract is now in breach of or default under any

material term thereof (which breach or default remains uncured as of the date

hereof) and there has not occurred any event or events that, with the lapse of

time or the giving of notice or both, would constitute a material default by any

other party under any material Scheduled Contract; neither the Acquired Company

nor any Subsidiary has received any notice of any anticipated breach of or

default under any material term thereof by any Person party to any material

Scheduled Contract; and

(iv) neither the Acquired Company nor any Subsidiary has

received any written notice that any Person party to any Scheduled Contract

currently intends to cancel, terminate or, except in the ordinary course of

business, renegotiate such Scheduled Contract or to exercise or not to exercise

any option thereunder.

(c) Except as set forth on the Contracts Schedule, true and

complete copies of each of the written Scheduled Contracts, together with all

material amendments, modifications or other changes thereto, have been made

available to Purchaser.

3.16 Intellectual Property.

(a) The Intellectual Property Schedule lists all patents,

registered trademarks, domain names, registered service marks and registered

copyrights and all applications for registration for any of the foregoing owned

by the Acquired Company and the Subsidiaries as of the date of this Agreement

and that are used or for use in the Business of the Acquired Company and the

Subsidiaries (collectively, the "Registered Intellectual Property"). Except as

set forth on the Intellectual Property Schedule, (i) the right, title or

interest of the Acquired Company and the Subsidiaries, as applicable, in each

item of Registered Intellectual Property is free and clear of Liens, except for

Permitted Liens, (ii) there is no claim by any Person or any Proceeding pending

or, to the Knowledge of Seller, threatened which relates to the use of any of

the Registered Intellectual Property by the Acquired Company or any of the

Subsidiaries, or the validity or enforceability of the Registered Intellectual

Property or the rights of the Acquired Company or any of the Subsidiaries to

continued use of the Registered Intellectual Property; (iii) Seller has no

Knowledge of any infringement or improper use by any third party of the

Registered Intellectual Property; (iv) all registrations and applications for

registration of Registered Intellectual Property are in full force and effect;

and (v) none of the Registered Intellectual Property is subject to any

outstanding Order limiting the scope or use thereof or declaring any of the

Registered Intellectual Property abandoned.

(b) Except as set forth on the Intellectual Property Schedule,

with respect to any material non-registered trademarks, service marks, trade

secrets or copyrights (including copyrights in proprietary software and related

documentation) owned by the Acquired Company and the Subsidiaries and used in

the Business (the "Non-Registered Intellectual Property"), (i) the right, title

or interest of the Acquired Company and the Subsidiaries, as applicable, in each

item of Non-Registered Intellectual Property is free and clear of Liens, except

for Permitted Liens, (ii) there is no material claim by any Person or any

Proceeding pending or, to the Knowledge of Seller, threatened which relates to

the use of any of the Non-Registered Intellectual Property by the Acquired

Company or any of the Subsidiaries, or the rights of the Acquired Company or any

of the Subsidiaries to continued use of the Non-Registered

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Intellectual Property; and (iii) Seller has no Knowledge of any infringement or

improper use by any third party of the Non-Registered Intellectual Property. To

the Knowledge of Seller, neither the Acquired Company nor any of the

Subsidiaries has taken or omitted to take any action which action or omission to

act would have the effect of waiving any material rights in or to any item of

Non-Registered Intellectual Property.

(c) Except as set forth on the Intellectual Property Schedule,

with respect to any material intellectual property licensed to the Acquired

Company or any Subsidiary and used in the Business (the "Licensed Intellectual

Property"), to the Knowledge of Seller, the Acquired Company and the

Subsidiaries, as applicable, possess rights in each item of Licensed

Intellectual Property sufficient to use such Licensed Intellectual Property in

the conduct of the Business in substantially the manner in which such Licensed

Intellectual Property is currently used, free and clear of all Liens, except for

Permitted Liens.

3.17 Tax Matters.

(a) The Acquired Company and the Subsidiaries have timely

filed with the appropriate taxing or other Governmental Authorities all material

Tax Returns required to be filed through the date hereof (pursuant to an

extension of time or otherwise), and each such Tax Return was complete and

accurate in all material respects. All Taxes that have become due and payable

have been paid, regardless of whether or not shown on any Tax Return. Except as

set forth on the Tax Matters Schedule, Seller has made available to Purchaser

true and correct copies of those portions of such Tax Returns relating to the

Acquired Company and the Subsidiaries for its last three fiscal years. State

Income Tax Returns for the Acquired Companies and its Subsidiaries for tax year

2001 are available upon request.

(b) All Taxes that the Acquired Company and the Subsidiaries

have been required to collect or withhold have been duly collected or withheld

and, to the extent required when due, have been or will be duly paid to the

proper taxing or other Governmental Authority.

(c) Except as set forth in the Tax Matters Schedule, no

deficiencies for Taxes of the Acquired Company or the Subsidiaries have been

claimed, proposed or assessed by any taxing or other Governmental Authority.

Except as set forth in the Tax Matters Schedule, there are no pending or, to the

Knowledge of Seller, threatened audits, suits, proceedings, actions or claims

for or relating to any liability in respect of Taxes of the Acquired Company or

the Subsidiaries. Except as set forth in the Tax Matters Schedule, neither the

Acquired Company nor any of the Subsidiaries have been notified that any taxing

or other Governmental Authority intends to audit a Tax Return of the Acquired

Company or the Subsidiaries for any other period. Except as set forth in the Tax

Matters Schedule, no extension of a statute of limitations relating to Taxes is

in effect with respect to the Acquired Company or the Subsidiaries. Parent's

U.S. federal consolidated income tax return for tax year 1997 is currently under

examination.

(d) There are no Liens for Taxes (other than Permitted Liens)

upon the assets of the Acquired Company or the Subsidiaries.

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(e) Except as set forth in the Tax Matters Schedule, neither

the Acquired Company nor any of the Subsidiaries is a party to or bound by any

binding tax sharing, tax indemnity or tax allocation agreement or other similar

arrangement with any other party. From the date of their acquisition until June

22, 2003, the Acquired Company and its Subsidiaries were parties to that certain

tax sharing agreement by and among Laidlaw Transportation, Inc. and its

subsidiaries.

(f) Seller is not a foreign person within the meaning of

Section 1445 of the Code.

(g) The Acquired Company and the Subsidiaries do not have, and

as of the end of Parent's tax year that includes the Closing Date will not have,

"net unrealized built-in loss" (as such term is defined in Section 382(h)(2) of

the Code) that would be required to be allocated to them under Treasury

Regulation Section 1.1502-95(e).

3.18 Employment Matters - Personnel Information.

(a) The Personnel Information Schedule sets forth, with

respect to each Management Level Employee (including any Management Level

Employee of the Acquired Company or a Subsidiary who is on a leave of absence or

on layoff status subject to recall), (i) the name of such employee and the date

as of which such employee was originally hired by the Acquired Company or a

Subsidiary, and whether the employee is on an active or inactive status; (ii)

such employee's title or position; and (iii) such employee's annualized

compensation as of the date of this Agreement, including base salary.

(b) The Personnel Information Schedule lists (i) all Persons

who are currently performing services for the Acquired Company or a Subsidiary

who are classified as "consultants" or "independent contractors" and to whom the

Acquired Company or a Subsidiary is obligated to compensate in excess of

$100,000 per annum and (ii) the compensation of each such Person.

(c) Seller has made available to Purchaser true and complete

copies of all current employee manuals and handbooks relating to the employment

of the current employees of the Acquired Company and the Subsidiaries.

(d) Except as disclosed in the Personnel Information Schedule,

no Management Level Employee has notified the Acquired Company or a Subsidiary

in writing that he or she intends to terminate his or her employment with the

Acquired Company or a Subsidiary, as the case may be.

(e) Except as disclosed in the Personnel Information Schedule,

(i) neither the Acquired Company nor any Subsidiary has any severance pay

practice or policy; and (ii) no employee of the Acquired Company or any

Subsidiary is entitled to any severance pay, bonus compensation, acceleration of

payment or vesting of any equity interest or other payment from the Acquired

Company or any Subsidiary (other than accrued salary, vacation or other paid

time off in accordance with the policies of the Acquired Company and the

Subsidiaries) or Purchaser as a result of or in connection with the Contemplated

Transactions or as a result of any termination by the Acquired Company or any

Subsidiary on or after the

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Closing of any Person employed by the Acquired Company or any Subsidiary on or

prior to the Closing Date.

(f) Except as disclosed in the Personnel Information Schedule,

the Acquired Company and the Subsidiaries have been and are each in compliance

in all material respects with all currently applicable Laws respecting

employment and hiring practices, terms and conditions of employment,

immigration, occupational health and safety, wages and hours. Except as

disclosed in the Personnel Information Schedule, the employees of the Acquired

Company and the Subsidiaries have been, and currently are, properly classified

under the Fair Labor Standards Act of 1938, as amended, and under any applicable

state law.

(g) Except as set forth on the Personnel Information Schedule,

with respect to all agreements between the Acquired Company or any Subsidiary,

on the one hand, and any union or collective bargaining unit or similar entity

or organization, on the other: (a) such agreements are currently in full force

and effect and will continue in effect in accordance with their respective terms

for at least twelve (12) months from the date hereof; (b) the Acquired Company

and each Subsidiary has provided or will provide timely notice, or take any

other action required, under the applicable renewal provisions of each such

agreement and has provided or will provide any notice required as a result of

the execution and delivery of this Agreement or the consummation of the

Contemplated Transactions; and (c) the Acquired Company and each Subsidiary has

satisfied or will satisfy all of its bargaining obligations under the applicable

collectively bargaining agreements and under applicable Law. To the Knowledge of

Seller, there are no organizational efforts currently being made or threatened

by or on behalf of any labor union with respect to employees of the Acquired

Company or any Subsidiary. There is no labor strike, slowdown, work stoppage or

lockout actually pending or, to the Knowledge of Seller, threatened against the

Acquired Company or any Subsidiary.

(h) Except as listed or described on the Personnel Information

Schedule and except as is not, individually or in the aggregate, material and

except as would not, individually or in the aggregate, reasonably be expected to

be material, neither the Acquired Company nor any Subsidiary (i) is engaged, or

has been engaged in the past twelve months, in any unfair labor practice; (ii)

has any unfair labor practice charges or complaints pending or, to the Knowledge

of Seller, threatened against it before any Authority, (iii) has any grievances

pending or, to the Knowledge of Seller, threatened against it, or (iv) has any

charges pending before agencies of any province or locality responsible for the

prevention of unlawful employment practices.

3.19 Employment Matters - Employee Plans.

(a) The Employee Plans Schedule lists each employee benefit

plan (as defined in Section 3(3) of ERISA) and all plans, programs, policies or

arrangements, including, but not limited to, bonus, deferred compensation,

incentive compensation, severance or termination pay, salary continuation,

vacation and supplemental unemployment benefit plans, programs or arrangements

maintained, or contributed to (or required to be contributed to), by the

Acquired Company or any Subsidiary or on behalf of employees of the Acquired

Company or any Subsidiary ("Acquired Company Employees") whether or not funded,

formal or informal, or legally binding or not (collectively, the "Benefit

Plans").

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(b) Except as set forth on the Employee Plans Schedule, none

of the Benefit Plans is a "defined benefit plan" within the meaning of Section

3(35) of ERISA (a "Pension Plan") or a "multiemployer plan" within the meaning

of Section 3(37) of ERISA. Except as set forth on the Employee Plans Schedule,

none of the Pension Plans is subject to the requirements of Title IV of ERISA,

Section 302 of ERISA or Section 412 of the Code (a "Title IV Plan") or is a

funded welfare plan as defined in Section 419 of the Code. Except as set forth

on the Employee Plans Schedule, neither the Acquired Company, any Subsidiaries

of the Acquired Company, nor any ERISA Affiliate has any material liability to

the Pension Benefit Guaranty Corporation under Title IV of ERISA or Section 412

of the Code. With respect to any Title IV Plan, (i) no reportable event under

Section 4043 of ERISA for which the notice requirement has not been waived has

occurred; (ii) no accumulated funding deficiency, whether or not waived under

Code Section 412, has been incurred; and (iii) the assets of each Title IV Plan

equal or exceed the benefit liabilities of such Title IV Plan determined as if

such plan were terminating. Each Pension Plan that is intended to be "qualified"

within the meaning of Section 401(a) of the Code has received a determination

letter from the United States Internal Revenue Service that it is so qualified,

and no fact or event has occurred since the date of such determination letter

that should adversely affect the qualified status of any such Pension Plan.

(c) Except as set forth on the Employee Plans Schedule, each

Benefit Plan has been operated and administered in all material respects in

accordance with its terms and all applicable Laws, including ERISA and the Code

and all contributions required to be made on behalf of Acquired Company

Employees under the terms of any of Benefit Plans which are due as of the date

of this Agreement have been timely made or, if not yet due, the Acquired Company

or the applicable Subsidiary has made adequate reserves for such contributions.

(d) Each of the Benefit Plans that is a "group health plan"

(as defined in Section 5000(b) of the Code) has at all times been in material

compliance with the provisions of Section 4980B of the Code and Part 6 of Title

I of ERISA and any similar applicable state laws. Except as set forth on the

Employee Plans Schedule, no Benefit Plan that is a "welfare plan" (as defined in

Section 3(1) of ERISA) (the "Welfare Plans") provides or promises

post-retirement health or life benefits to current employees or retirees of the

Acquired Company or any Subsidiary, except to the extent required under any

applicable state Law or under Section 4980B of the Code.

(e) Except as set forth on the Employee Plans Schedule,

neither the Company nor any Subsidiary, nor any other "disqualified person" or

"party in interest," as defined in Section 4975 of the Code and Section 3(14) of

ERISA, respectively, has engaged in any "prohibited transaction," as defined in

Section 4975 of the Code or Section 406 of ERISA, with respect to any Benefit

Plan, nor have there been any fiduciary violations under ERISA which could

subject the Acquired Company or any Subsidiary (or any officer, director or

employee thereof) to any material penalty or tax under Section 502(i) of ERISA

or Sections 4971 and 4975 of the Code.

(f) Except as set forth in the Employee Plans Schedule, with

respect to any Benefit Plan: (i) no filing, application or other matter is

pending with the Internal Revenue Service, the PBGC, the United States

Department of Labor or any other Governmental Body, (ii) there is no Proceeding

pending (nor, to the Knowledge of the Seller, any basis for such a

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Proceeding), other than routine claims for benefits, and (iii) there are no

outstanding Liabilities for taxes, penalties or fees.

(g) Except as set forth in the Employee Plans Schedule,

neither the execution and delivery of this Agreement nor the consummation of any

or all of the Contemplated Transactions will: (i) entitle any current employee

of the Acquired Company or any Subsidiary to severance pay, unemployment

compensation or any similar payment; (ii) accelerate the time of payment or

vesting or increase the amount of any compensation due to any such employee or

former employee; or (iii) directly or indirectly result in any payment made or

to be made to or on behalf of any Person to constitute an "excess parachute

payment" within the meaning of Section 280G of the Code.

3.20 Certain Transactions. Except as set forth in the Certain

Transactions Schedule, no Related Person is presently a party to, or was since

June 23, 2003 a party to, any Contract with the Acquired Company or any

Subsidiary that is not terminable upon sixty (60) days' notice.

3.21 Books and Records; Internal Controls.

(a) The books of account, minute books, stock record books and

other books and records of the Acquired Company and the direct or indirect

wholly owned Subsidiaries (i) are complete in all material respects, (ii) are

kept in the ordinary course of business in accordance with sound business

practices and applicable Laws and (iii) fairly reflect the transactions and

dispositions of the Assets of the Acquired Company and the Subsidiaries. Seller

has made available to Purchaser the books of account, minute books, stock record

books and other books and records of the Acquired Company.

(b) Except as set forth on the Internal Controls Schedule, at

the Closing, the Acquired Company or a Subsidiary will have exclusive ownership

and direct control of its records, systems, controls, data and information.

(c) Since August 31, 2003, to the Knowledge of Seller, (i)

none of the Acquired Company or any Subsidiary has received or otherwise had or

obtained Knowledge, nor has any stockholder, director, officer or employee of

the Acquired Company or any Subsidiary received or otherwise had or obtained

Knowledge of any written complaint, allegation, assertion or claim of any type

that the Acquired Company or any Subsidiary has, since August 31, 2003, engaged

in material accounting or auditing practices not permitted pursuant to GAAP, and

(ii) no attorney representing Laidlaw International, Inc. with respect to the

Acquired Company or any Subsidiary or representing the Acquired Company or any

Subsidiary, whether or not employed by the Acquired Company or any Subsidiary,

as the case may be, has reported evidence of a material violation of tax Laws or

breach of fiduciary duty by the Acquired Company or any Subsidiary or any of

their respective officers, directors or employees (in their capacity as such) of

the type that would be required to be reported pursuant to Section 307 of the

Sarbanes-Oxley Act of 2002 to the board of directors of the Acquired Company or

any Subsidiary or any committee thereof or to any director or executive officer

of the Acquired Company or any Subsidiary. Since August 31, 2003, there have

been no internal investigations regarding

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accounting initiated at the direction of the board of directors of the Acquired

Company or any Subsidiary or any committee thereof.

3.22 Health Care Matters.

(a) Except as set forth on the Health Care Matters Schedule,

to the Knowledge of Seller, the Acquired Company and each Subsidiary is in

compliance with 42 U.S.C. Section 1320a-7a, 42 U.S.C. Section 1320a-7b, 42

U.S.C. Section 1395nn, 31 U.S.C. Section 3729, and the regulations promulgated

pursuant to such federal statutes, and all other federal or state Laws

prohibiting the making of false statements or representations in connection with

governmental reimbursement or the provision or receipt of any kickback, bribe,

rebate or other remuneration in exchange for the referral of patients or

business, except for such failures to comply that would not reasonably be

expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Except as set forth on the Health Care Matters Schedule,

no member of the Acquired Company or any Subsidiary or, to the Knowledge of

Seller, any stockholder, director, officer, agent or employee of the Acquired

Company or any Subsidiary or other party to any Contract between such party and

the Acquired Company or any Subsidiary who furnishes services or supplies which

may be reimbursed in whole or in part under any Governmental Program is

excluded, suspended or debarred from participation, or is otherwise ineligible

to participate, in Medicare, Medicaid, or any other Governmental Program.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as of the date of this

Agreement, the following:

4.01 Organization. Purchaser is a corporation validly existing and

in good standing under the laws of the State of Delaware and has requisite power

and authority to own its properties and to carry on its business as it is now

being conducted.

4.02 Authority and Binding Effect. Purchaser has requisite power and

authority to execute and deliver this Agreement and to consummate the

Contemplated Transactions and at Closing will have all requisite power and

authority to execute and deliver the Other Purchaser Documents. The execution,

delivery and performance of this Agreement by Purchaser has been, and the Other

Purchaser Documents will be, duly and validly authorized by all necessary action

of Purchaser and its Affiliates and no additional authorization on the part of

Purchaser is necessary in connection with the execution, delivery and

performance of this Agreement. This Agreement has been, and the Other Purchaser

Documents will be, duly executed and delivered by Purchaser. This Agreement is,

and the Other Purchaser Documents will be, a legal, valid and binding obligation

of Purchaser, enforceable against Purchaser in accordance with its terms,

subject to applicable bankruptcy, insolvency, reorganization, moratorium and

similar laws affecting creditors' rights and remedies generally and to general

principles of equity.

4.03 No Violations. The execution and delivery by Purchaser of this

Agreement do not, and the performance and consummation of the Contemplated

Transactions

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will not: (a) conflict with or violate any provision of the Organizational

Documents of Purchaser; (b) conflict with, or result in the breach of, or

constitute a default under, or result in the termination, cancellation or

acceleration (whether after the giving of notice or the lapse of time or both)

of any right or obligation of Purchaser under, any contract or agreement to

which Purchaser is party or to which any of its assets is subject; or (C)

violate or result in a breach of or constitute a default under any Law or Order

applicable to Purchaser or by which Purchaser or any of its assets is bound or

affected, except, in the cases of clauses (b) and (c), for any conflict, breach,

default, termination, cancellation, acceleration, loss or violation which,

individually or in the aggregate, would not materially impair Purchaser's

ability to effect the Closing.

4.04 Consents and Approvals. Except for any Consent required under

the HSR Act, no Consent is required to be obtained by Purchaser or any Affiliate

from, and no notice or filing is required to be given by Purchaser or any

Affiliate to or made by Purchaser or any Affiliate with, any Authority or other

Person in connection with the execution, delivery and performance by Purchaser

of this Agreement, other than in all cases where the failure to obtain such

Consent or to give or make such notice or filing would not, individually or in

the aggregate, materially impair Purchaser's ability to effect the Closing.

4.05 Brokers and Finders. No investment banker, broker, finder or

other intermediary (a) has acted for or on behalf of Purchaser in connection

with this Agreement or the Contemplated Transactions or (b) is entitled to any

fee or commission from Purchaser in connection with this Agreement or the

Contemplated Transactions.

4.06 Absence of Proceedings. There are no lawsuits, actions, or

administrative or other proceedings pending nor, to the Knowledge of Purchaser,

are any such proceedings threatened or any governmental investigations pending,

against Purchaser that would reasonably be expected to restrict Purchaser's

ability to consummate the transactions contemplated in this Agreement.

4.07 Investment Intent. Purchaser has such knowledge and experience

in financial matters that it is capable of evaluating the merits and risks of

its purchase of the Shares. Purchaser has been provided the opportunity to ask

questions of the officers and management employees of Seller and the Acquired

Company and the Subsidiaries and to acquire additional information about the

business and financial condition of the Acquired Company and the Subsidiaries.

Purchaser is acquiring the Shares for investment and not with a view toward or

for sale in connection with any distribution thereof, or with any present

intention of distributing or selling the Shares. Purchaser acknowledges that the

Shares may not be sold, transferred, offered for sale, pledged, hypothecated or

otherwise disposed of without registration under the Securities Act, except

pursuant to an exemption from such registration available under the Securities

Act, and without compliance with foreign securities laws in each case, to the

extent applicable. Nothing in this Section 4.07 will preclude Purchaser from

relying on the representations, warranties, covenants and agreements of Seller

herein or from pursuing its remedies with respect to a breach thereof.

4.08 Financing. Purchaser has delivered to Seller a true and

complete copy of (a) a fully executed commitment letter from Banc of America

Securities LLC, Banc of America Bridge LLC, Bank of America, N.A., JPMorgan

Chase Bank, N.A. and J.P. Morgan Securities

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Inc. (the "Lenders") whereby such Lenders have committed, upon the terms and

conditions set forth therein, to provide senior debt financing in an amount of

$700,000,000 in connection with the Contemplated Transactions (the "BofA

Financing Commitment"), and (b) a fully executed commitment letter from Onex

Partners L.P. whereby Onex Partners L.P. has committed (the "Onex Equity

Commitment"), on the terms and subject to the conditions set forth therein, to

provide equity financing in the aggregate amount of $215,000,000 in connection

with the Contemplated Transactions. As of the date hereof, each of the BofA

Financing Commitment and the Onex Equity Commitment has not been amended or

modified and is in full force and effect. Purchaser is not aware of any fact

which would cause it to believe (i) that the debt financing contemplated by the

BofA Financing Commitment will not be available to Purchaser as contemplated

therein, subject to the conditions set forth in such BofA Financing Commitment;

or (ii) that the equity financing contemplated by the Onex Equity Commitment

will not be consummated as contemplated therein, subject to the conditions set

forth in such Onex Financing Commitment.

4.09 Representations and Warranties. Purchaser acknowledges that the

representations and warranties set forth in Article II and Article III,

including the related Disclosure Schedules, constitute the sole and exclusive

representations and warranties of Seller to Purchaser in connection with the

Contemplated Transactions, and Purchaser acknowledges and agrees that Seller is

not making any representation or warranty whatsoever, express or implied,

including any implied warranty as to condition, merchantability, or suitability

as to any of the Assets of the Acquired Company and the Subsidiaries beyond

those expressly given in this Agreement, and it is understood that Purchaser

takes such Assets and the Assets related thereto as is and where is (subject to

the benefit of the representations and warranties set forth in this Agreement).

Purchaser further acknowledges and agrees that any estimates, projections,

forecasts or other predictions that may have been provided to Purchaser or any

of its employees, agents or representatives are not representations or

warranties of Seller or its Affiliates.

ARTICLE V.

COVENANTS

5.01 Conduct of the Business Pending the Closing. During the period

from the date of this Agreement to the Closing, except as otherwise specifically

contemplated by this Agreement or, with respect to Sections 5.01(a), (b), (c),

(d), (f), (g), (j), (n), (o), (p), (q), (t) or (u) (but only with respect to the

foregoing subsections), with the consent of a majority of the members of the

Committee, Seller and Parent shall cause the Acquired Company and the

Subsidiaries to (i) conduct their business and operations in the ordinary course

consistent with past practice, and (ii) use commercially reasonable efforts to

preserve intact the Acquired Company's and each Subsidiary's present business

organization and to preserve the good will and relationships with current

customers, suppliers and others having significant business dealings with the

Acquired Company and the Subsidiaries. Without limiting the generality of the

foregoing, during the period from the date of this Agreement to the Closing or

termination of this Agreement, except as otherwise specifically provided for in

this Agreement or, with respect to Sections 5.01(a), (b), (c), (d), (f), (g),

(j), (n), (o), (p), (q), (t) or (u) (but only with respect to the foregoing

subsections), with the consent of a majority of the members of the Committee,

Seller and Parent shall cause the Acquired Company and the Subsidiaries not to:

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(a) commence or enter into arrangements for any capital

expenditure, except for such expenditures that are substantially consistent with

and do not exceed the monthly allocations in the Capital Budget when aggregated

over any rolling three month period commencing September 1, 2004;

(b) dispose of any Assets, except in the ordinary course of

business consistent with past practice and in any event not having a book value

or fair market value, individually or in the aggregate, in excess of $5,000,000

and except for ambulances or other medical vehicles in the ordinary course of

business consistent with past practice, or incur, create or assume any Lien on

any Asset, other than Permitted Liens;

(c) enter into any hedging arrangement or derivative

transaction;

(d) enter into any Contract except in the ordinary course of

business consistent with past practice and in any event not in excess of

$5,000,000 or that has a term of, or requires the performance of any obligations

over a period in excess of, three years; provided, however, that the Acquired

Company and the Subsidiaries shall not be prohibited from participating in

bidding for or entering into Contracts with any Authority or other third-party

for the provision of services of the type currently provided by the Acquired

Company and the Subsidiaries in the conduct of the Business;

(e) incur or assume indebtedness for borrowed money other than

pursuant to the Senior Secured Credit Facility and in any event not in excess of

$500,000 in the aggregate, other than the incurrence of indebtedness permitted

(and forgiven, discharged, released, cancelled (including by way of capital

contribution) or paid) pursuant to Section 5.08 hereof, or incur, create or

assume any Lien on any Asset, other than Permitted Liens;

(f) except as required by Law or the terms of any existing

Contract, (i) increase the salary, wage, rate of compensation, bonus or other

direct or indirect remuneration payable to, or other compensation of, any

Management Level Employee or enter into any Contract or other binding commitment

in respect of any such increase; (ii) increase the salary, wage, rate of

compensation, bonus or other direct or indirect remuneration payable to, or

other compensation of, any employee (excluding any Management Level Employee) of

the Acquired Company or any Subsidiary (other than any increases to employees

other than Management Level Employees which do not exceed 0.5% in the aggregate

since August 31, 2004 for all such employees) or enter into any Contract or

other binding commitment in respect of any such increase; (iii) amend, adopt or

terminate any Benefit Plan or any other benefit plan; or (iv) except with

respect to those matters identified on Exhibit 5.01(f), enter into any

negotiation in respect of or enter into any collective bargaining agreement

covering employees of the Acquired Company or any Subsidiary;

(g) amend, modify or otherwise change the terms in any

material respect of any Scheduled Contract (other than pursuant to

renegotiations in the ordinary course of business consistent with past practice

of any Scheduled Contract pursuant to which the Acquired Company or any

Subsidiary received revenue during the fiscal year ended August 31, 2004 of less

than $5,000,000), or terminate any Scheduled Contract (except with respect to

termination of a Scheduled Contract caused by the termination by, or default of,

any other party

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thereto), or default in the performance of any material covenant or obligation

under any Scheduled Contract which default is not cured within any applicable

grace period;

(h) merge with or into or consolidate with any other Person

(other than the Acquired Company or any Subsidiary) or acquire any business or

assets of any other Person (other than any Subsidiary of the Acquired Company)

except in the ordinary course of business consistent with past practice and in

any event not having a depreciated book value or estimated fair market value

exceeding $5,000,000 in the aggregate;

(i) amend or propose to amend or otherwise change its

Organizational Documents;

(j) purchase or acquire an option to purchase or enter into

any other agreement or obligation to purchase any securities of any Person

(other than any Subsidiary), or make any loan or advance to, or any investment

in, any Person other than a direct or indirect wholly owned Subsidiary or

advances to employees, consultants or independent contractors of the Acquired

Company or any Subsidiary in the ordinary course of business consistent with

past practice;

(k) (i) other than pursuant to the Senior Secured Credit

Facility or the PBGC Settlement Agreement, issue, sell, pledge, dispose of,

grant, transfer or encumber any capital stock or other equity securities, or

securities convertible or exchangeable or exercisable for any shares of capital

stock or other equity securities, or any other securities, options, warrants,

calls or other rights to acquire such securities, or authorize any of the

foregoing;