STOCK PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and among

SPECIALTY PHARMA, INC.,

a Delaware corporation,

PROFESSIONAL HOME CARE SERVICES, INC.,

a Delaware corporation,

EUREKA I, L.P.,

a Delaware limited partnership,

THE PERSONS SET FORTH ON SCHEDULE A HERETO

and

CRITICAL HOMECARE SOLUTIONS, INC.,

a Delaware corporation

Dated as of August 10, 2006

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ii

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

EXHIBITS

SCHEDULES

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STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT dated as of August 10, 2006 by and among SPECIALTY PHARMA, INC., a Delaware corporation (“ Parent ”), PROFESSIONAL HOME CARE SERVICES, INC., a Delaware corporation (“ PHCS ,” and together with Parent, the “ Company ”), CRITICAL HOMECARE SOLUTIONS, INC., a Delaware corporation (“ Buyer ”), EUREKA I, L.P., a Delaware limited partnership (“ Eureka ”), which is the holder of the Series A Preferred Stock, par value $.0001 per share, of the Company (the “ Preferred Stock ”), the holders of the common stock, par value $.0001 per share, of the Company (the “ Common Stock ,” and together with the Preferred Stock, the “ Stock ”), and the holders of certain options to purchase the Common Stock (the “ Seller Options ,” and together with the Stock, the “ Securities ”), in each case, as set forth on Schedule A attached hereto (the “ Common Stockholders ” and, collectively with Eureka, “ Sellers ”).

R E C I T A L S:

WHEREAS, the Company is engaged in the business of providing health care focusing on infusion, specialty pharmacy, respiratory therapy and home medical equipment (the “ Business ”) in the State of Connecticut and the State of New York;

WHEREAS, Sellers own all of the issued and outstanding capital stock of Parent as set forth on Schedule A (collectively, the “ Stock ”); and

WHEREAS, the Company has issued options (the “ Non-Seller Options ”) to purchase Common Stock of the Company to the Persons (the “ Option Holders ”) and in the amounts set forth on Schedule B hereto. The Non-Seller Options will be cancelled by the Company immediately prior to the Closing and converted into the right to receive cash pursuant to Section 7.9, subject to the receipt of an Option Holder Release Agreement (and accordingly, the Non-Seller Options will not be considered “Securities” for purposes of this Agreement); and

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

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

Article I Definitions

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

“ Affiliate ” of any specified Person means (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and (ii) any five percent stockholder of such Person. For purposes of this definition, “control” when used with respect to any specified Person, means the power to direct

the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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

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

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

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

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

“ Benefit Plan ” means all profit sharing, bonus, stock option, stock purchase, stock bonus, restricted stock, stock appreciation right, phantom stock or other equity-based compensation arrangement, vacation pay, holiday pay, tuition reimbursement, scholarship, severance, dependent care assistance, excess benefit, bonus, incentive compensation, salary continuation, supplemental retirement, deferred compensation, employee loan or loan guarantee program, split dollar, cafeteria plan, and other compensation arrangements and other material agreement, arrangement, plan, policy, practice or program related to employment, compensation or employee benefits whether written or unwritten, funded or unfunded, formal or informal, and whether or not subject to ERISA, that are maintained or contributed to by the Company.

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

“ Business Day ” means any day of the year on which banks are not required or authorized by law to close in the State of Delaware.

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

“ Closing ” means the closing of the purchase and sale of the Securities contemplated by this Agreement. Notwithstanding the date on which the Closing actually occurs, all of the incidents of economic ownership attributable to the Company shall be deemed transferred to Buyer as of 12:01 a.m. on the Effective Date.

“ Closing Date ” means, subject to the satisfaction of the conditions set forth herein, three Business Days following the satisfaction or waiver of the conditions set forth in Article VIII.

“ COBRA ” means the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA and Code § 4980B.

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

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

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“ Company Intellectual Property ” has the meaning set forth in Section 4.23(a).

“ Company Properties ” has the meaning set forth in Section 4.21(a).

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

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

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

“ Effective Date ” means the first date of the month in which the Closing Date occurs.

“ Employee Plan ” means any Benefit Plan or any (a) nonqualified deferred compensation, equity compensation or retirement plan or arrangement, (b) qualified defined contribution retirement plan or arrangement which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, (c) qualified defined benefit retirement plan or arrangement which is an “employee pension benefit plan” (including any “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA), or (d) “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA and material fringe benefit, that the Company or any ERISA Affiliate thereof sponsors, maintains, ever has maintained or been obligated to maintain or to which any of them contributes, ever has contributed or ever has been obligated to contribute, at any time, or with respect to which the Company or any ERISA Affiliate thereof has or could have any liability, including any liability for taxes.

“ Employment Agreement ” means, collectively, the Employment Agreement substantially in the form of Exhibit A-1 and the Employment Agreement substantially in the form of Exhibit A-2 .

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

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

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

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

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

“ Estimated Effective Date Adjustments Payment ” has the meaning set forth in Section 3.2(a).

“ Estimated Payment ” has the meaning set forth in Section 7.5(a).

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

“ Eureka Certificate ” has the meaning set forth in Section 7.10.

“ Excluded Liabilities ” means any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) of the Company or Sellers relating to any period prior to the Effective Date: (i) with respect to any indebtedness for borrowed money and capital lease obligations, including any unpaid interest, fees, prepayment penalties and expenses thereon and including the outstanding balance on capital leases, (ii) with respect to any Taxes, (iii) with respect to any Employee Plans or Benefit Plans, (iv) with respect to any intercompany indebtedness between or among the Company, including any Taxes, costs or expenses arising therefrom or related thereto, (v) related to liabilities or obligations owing to any stockholders of the Company, including any Taxes, costs or expenses arising therefrom or related thereto, (vi) the fees and expenses of Sellers and the Company incurred in connection with the transactions contemplated hereby, (vii) that are not either (A) reflected or fully reserved against on the Latest Balance Sheet or incurred in the ordinary course of the Business subsequent to the date of the Latest Balance Sheet or (B) set forth on the disclosure schedules hereto, (viii) that arise out of or relate in any way to the presence or release of Hazardous Materials on, in, or under the Real Property prior to the Effective Date, including without limitation, any resulting migration of Hazardous Materials from the Real Property at any time on, before or after the Effective Date, (ix) that arise out of or relate to any claims for violation of any Health Care Law or ERISA, or (x) that are not included in the calculation of the Final Assumed Current Liabilities and relate to any period prior to the Effective Date (excluding the severance obligations set forth on Schedule 3.1(c)).

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

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

“ Governmental Authority ” means any (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign or other government, or (c)

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governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, body or other entity and any court, arbitrator or other tribunal).

“ Hazardous Material ” means any substance, material, liquid or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” or words of similar meaning or effect, including, without limitation, petroleum and its by-products, asbestos, polychlorinated biphenyls, radon in excess of 4 pCi/L, mold in concentrations which exceed those found in the outside air of properties owned or leased by the Company, and urea formaldehyde insulation.

“ Health Care Laws ” has the meaning set forth in Section 4.19(b).

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

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

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

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

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

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

“ Investments ” mean, as applied to any Person, (i) any direct or indirect acquisition by such Person of capital stock, other securities or other interests of, or investments in, any other Person, or all or any substantial part of the business or assets of any other Person, and (ii) any direct or indirect loan, gift, advance (other than trade accounts receivables for goods or services from customers incurred in the ordinary course of business (including such receivables evidenced by a promissory note)) or capital contribution by such Person to any other Person.

“ Knowledge of the Company ” means the actual knowledge or awareness of David Pliner, Joseph Fleming, Jr., Lou Calamari and Cindi O’Sullivan, and the knowledge or awareness that each of David Pliner, Joseph Fleming, Jr., Lou Calamari and Cindy O’Sullivan would have obtained after reasonable due diligence or inquiry in light of the circumstances.

“ Latest Balance Sheet ” means the unaudited consolidated balance sheet of the Company as of the six-month period ended June 30, 2006 included in the Historical Financials and prepared in accordance with GAAP.

“ Laws ” means any statute, law, ordinance, regulation, order or rule of any governmental authority, including those covering environmental, energy, safety, health, transportation, bribery, record keeping, zoning, antidiscrimination, antitrust, wage and hour, and price and wage control matters, as well as any applicable principle of common law.

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

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

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

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

“ Material Adverse Effect ” means a material adverse effect on either the assets, operations, personnel or condition (financial or otherwise) of the Company taken as a whole or any of Sellers’ ability to consummate the transactions contemplated hereby, but excluding any effect, change, development or circumstance resulting or arising from (i) any general deterioration in the economy or change in financial or market conditions generally affecting the industries in which the Company operates, (ii) the announcement of the transactions contemplated by this Agreement not resulting from a violation of this Agreement by any Seller, (iii) any act of terrorism, declaration of war or other global unrest or international hostilities, (iv) the disclosure of the fact that Buyer is the prospective acquirer of the Company not resulting from a violation of this Agreement by any Seller, or (v) changes in GAAP.

“ Medicaid ” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. Section 1396 et seq.) and any statute succeeding thereto.

“ Medicare ” means the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. Section 1395 et seq.) and any statute succeeding thereto.

“ Minimum Net Assets Threshold ” has the meaning set forth in Section 7.10.

“ Net Assets ” means, with respect to any Person, total net assets of such Person less total liabilities.

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

“ Option Holder Release Agreement ” means an Option Holder Release Agreement executed by each Option Holder substantially in the form of Exhibit D .

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

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

“ Permitted Liens ” means (i) Liens and other exceptions to title that are disclosed on Schedule 4.9 ; (ii) liens for Taxes, fees, levies, duties or other governmental charges of any kind which are not yet delinquent or are being contested in good faith by appropriate proceedings which suspend the collection thereof and for which appropriate reserves have been established in accordance with GAAP; and (iii) liens for mechanics’, materialmen’s, laborers’, employees’, suppliers’ or similar liens arising by operation of law for sums which are not yet delinquent or which are being contested in good faith by appropriate proceedings or with respect to which arrangements for payment or release have been made and for which appropriate reserves have been established in accordance with GAAP.

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

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

“ Preliminary Reimbursement Amount ” means an amount equal to: (x) Buyer’s Tax Liability as shown on the Pro Forma Tax Return, minus (y) Buyer’s Tax Liability as shown on the Tax Return filed by Buyer for each year during the Tax Benefits Period upon which any portion of the Tax Benefit is reported or otherwise taken into account.

“ Pro Forma Tax Return ” means a Tax Return prepared for each year during the Tax Benefits Period in which any portion of the Tax Benefit may be reported or otherwise taken into account, which Pro Forma Tax Return shall be prepared without reporting or otherwise taking into account such Tax Benefit.

“ PromptCare Receivable ” has the meaning set forth in Section 7.11.

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

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

“ Reimbursement Amount ” means an amount equal to the Preliminary Reimbursement Amount minus the reasonable professional fees incurred for the preparation of the Pro Forma Tax Return.

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

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

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

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

“ Required Consents ” has the meaning set forth in Section 8.1(c).

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

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

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

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

“ Stockholders Agreement ” means the Stockholders Agreement among Parent and certain of Sellers dated as of September 22, 2003.

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

“ Tax ” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, capital gain, intangible, environmental (including taxes under Section 59A of the Code or otherwise), custom duties, capital stock, profits, franchise, employee’s income withholding, foreign withholding, social security (or its equivalent), unemployment, disability, real property, personal

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property, sales, use, transfer, value added, registration, alternative or add-on minimum, estimated or other tax of any kind, including any interest, penalties or additions to tax in respect of the foregoing, whether disputed or not, and any obligation to indemnify, assume or succeed to the liability of any other Person in respect of the foregoing, and the term “ Tax Liability ” shall mean any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due) with respect to Taxes.

“ Tax Benefit ” means a circumstance under which the Tax Liability of Buyer is reduced as a result of the deduction or amortization of any Losses.

“ Tax Benefits Period ” has the meaning set forth in Section 9.2(b)(i).

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof; provided, however, that for purposes of Schedule 4.14(c) , this defined term shall not include any federal filing required with respect to Employee Plan within the meaning of Section 4.13.

“ Third-Party Claim ” means a claim or demand made by any Person against an Indemnified Party.

“ Third Party Intellectual Property Rights ” has the meaning set forth in Section 4.23(b).

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

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

Article II Purchase and Sale

2.1 Purchase and Sale . Subject to the terms hereof, each of Sellers agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase from each Seller, all of its Securities, free and clear of all Liens.

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

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

Article III Purchase Price

3.1 Purchase Price . Subject to adjustment pursuant to Section 3.2, the purchase price for the Securities shall be an aggregate of $31,500,000 (the “ Purchase Price ”), to be paid as

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follows: (i) $26,100,000 payable in cash by wire transfer in immediately available funds, less the amount required to pay off certain indebtedness of the Company as set forth below, (ii) $2,900,000 (the “ Escrow Fund ”) payable to the Escrow Agent pursuant to the Escrow Agreement; and (iii) $2,500,000 through the assumption of $2,500,000 of ordinary course current liabilities of the Company on a consolidated basis as the categories of such liabilities are set forth on Schedule 3.1(a) hereto, which for purposes of clarification shall not include any liabilities related to interest-bearing or long-term debt, capital lease obligations, ERISA-related obligations and Tax obligations or any other liabilities not set forth on such schedule (the “ Assumed Current Liabilities ”). For purposes of illustration only, the amounts of the Assumed Current Liabilities as of July 31, 2006 are set forth on Schedule 3.1(b) hereto. Notwithstanding the foregoing, Assumed Current Liabilities shall not include obligations of the Company pursuant to severance arrangement employment agreements set forth on Schedule 3.1(c) hereto. In addition, the Purchase Price shall be adjusted upwards or downwards on the Closing Date with respect to the calculation of the items set forth on Schedule 3.1(d) for the periods specified therein (the “ Effective Date Adjustments ”). The amount payable pursuant to this Section 3.1(a)(i) shall be reduced by the amount necessary (which amounts shall be paid directly by Buyer) to repay all outstanding indebtedness for borrowed money and capital lease obligations of the Company on the Closing Date, including any unpaid interest, fees, prepayment penalties and expenses thereon, and remove all Liens (other than Permitted Liens) in respect of any property or assets of the Company. The Purchase Price (less the Escrow Fund and other deductions pursuant to this Section 3.1) shall be paid to Sellers and the Option Holders as set forth on Schedule A and Schedule B hereto.

3.2 Purchase Price Adjustment .

(a) As of the Effective Date, the Purchase Price shall be increased or decreased, as the case may be, on a dollar-for-dollar basis, by the amount by which the Assumed Current Liabilities is greater or less than $2,500,000 (the “ Liabilities Target ”) in accordance with Section 3.2(b). In addition, at Closing, the Purchase Price shall be increased or decreased by the aggregate amount of the Effective Date Adjustments based upon the estimate of such items included in the Initial Draft Assumed Liabilities and Adjustments Closing Statement delivered to Buyer pursuant to Section 3.2(b)(i) (the “ Estimated Effective Date Adjustments Payment ”).

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

(i) At least two Business Days prior to the Closing Date, the Representative shall deliver to Buyer a statement of Assumed Current Liabilities as of the Effective Date and a statement of the Sellers’ good faith estimate of the aggregate amount of the Effective Date Adjustments (the “ Initial Draft Assumed Liabilities and Adjustments Closing Statement ”). The Initial Draft Assumed Liabilities and Adjustments Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.1(a) and Schedule 3.1(c) .

(ii) As soon as practicable following the Closing, with the assistance of the Company’s accountants, Buyer shall prepare a statement of Assumed Current Liabilities as of the Effective Date and Buyer’s calculation of the Effective Date Adjustments (the “ Second

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Draft Assumed Liabilities and Adjustments Closing Statement ”). The Second Draft Assumed Liabilities and Adjustments Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.1(a) and Schedule 3.1(c) . Buyer shall deliver the Second Draft Assumed Liabilities and Adjustments Closing Statement to the Representative not later than 60 calendar days following the Closing Date.

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

(iv) Within 15 calendar days after the receipt by Buyer of the Representative’s Report, the Representative and Buyer shall endeavor in good faith to agree on any matters in dispute.

(v) If Buyer and the Representative are unable to agree on any matters in dispute within 15 calendar days after receipt by Buyer of the Representative’s Report, the matters in dispute will be submitted for resolution to the office of PriceWaterhouseCoopers LLP located in Philadelphia, PA or such other independent accounting firm of national reputation as may be mutually acceptable to Buyer and the Representative (the “ Independent Accounting Firm ”), which Independent Accounting Firm shall, within 30 calendar days after such submission, determine and issue a written report to the Representative and Buyer regarding, such disputed items, which written report shall be final and binding upon the Parties. The Representative and Buyer shall cooperate with each other and each other’s representatives to enable the Independent Accounting Firm to render a written report as promptly as possible. The fees and expenses of the Independent Accounting Firm shall be borne equally by Buyer, on the one hand, and Sellers, on the other hand, with one Party reimbursing the other, if necessary, following such determination. In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators.

(vi) The statement of Assumed Current Liabilities and Effective Date Adjustments incorporating the resolution of matters in dispute with respect to Assumed Current Liabilities and Effective Date Adjustments (or, if a Representative’s Report is not provided within the time prescribed in Section 3.2(b)(iii), the Second Draft Assumed Liabilities Closing Statement) is referred to as the “ Assumed Liabilities and Adjustments Closing Statement .” The Assumed Liabilities and Adjustments Closing Statement shall have the legal effect of an arbitral award and shall be final, binding and conclusive on the Parties.

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(vii) If the Assumed Current Liabilities calculated by reference to the Assumed Liabilities and Adjustments Closing Statement (the “ Final Assumed Current Liabilities ”) are less than the Liabilities Target, the Purchase Price shall be increased on a dollar-for-dollar basis by an amount equal to such shortfall (the “ Assumed Liabilities Shortfall ”). In such event, Buyer shall pay to the Representative for distribution to Sellers (based upon their respective Pro Rata Share) the amount of the Assumed Liabilities Shortfall. If the Final Assumed Current Liabilities are greater than the Liabilities Target, the Purchase Price shall be decreased on a dollar-for-dollar basis by an amount equal to such surplus (the “ Assumed Liabilities Surplus ”). In such event, Sellers shall pay to Buyer the amount of the Assumed Liabilities Surplus.

(viii) If the aggregate amount of the Effective Date Adjustments, as reflected on the Assumed Liabilities and Adjustments Closing Statement is greater than the Estimated Effective Date Adjustments Payment, Buyer shall pay such additional amount to the Representative for distribution to Sellers (based upon their respective Pro Rata Share). If the aggregate amount of the Effective Date Adjustments, as reflected on the Assumed Liabilities and Adjustments Closing Statement is less than the Estimated Effective Date Adjustments Payment, Sellers shall pay to Buyer such shortfall.

(ix) Any payment to be made by Sellers pursuant to Section 3.2(b)(vii) or (viii) shall be paid by Sellers in cash within ten calendar days after the date of receipt by Buyer and the Representative of the Assumed Liabilities Closing Statement as finally established pursuant to this Section 3.2. Any payment to be made by Buyer pursuant to Section 3.2(b)(vii) or (viii) shall be paid in cash within ten calendar days after the date of receipt by Buyer and the Representative of the Assumed Liabilities and Adjustments Closing Statement as finally established pursuant to this Section 3.2. If applicable, all payments shall be made to the Representative for distribution to Sellers on a pro rata basis in accordance with Schedule A .

Article IV Representations and Warranties of the Company and Sellers

As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, the Company and Eureka, jointly and severally, and the other Sellers, severally and not jointly (based upon their respective Pro Rata Share), hereby make the following representations and warranties to Buyer, subject to qualification by the disclosure schedules. The Company has also delivered to Buyer (or has caused the delivery to Buyer of) disclosure schedules arranged in numbered parts corresponding to the section numbers in this Agreement of the following representations and warranties. Any items listed or described on the disclosure schedules hereto shall be listed or described under a caption that specifically identifies the Section(s) of this Agreement to which the item relates (which, in each case, shall constitute the only valid disclosure with respect to such Section(s)); provided, however, to the extent that the disclosure of an item is relevant and reasonably apparent on its face to apply to the disclosure required by any other Section, such item shall be deemed to be disclosed in such other Section whether or not an explicit cross-reference appears.

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

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

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

4.4 Subsidiaries . Schedule 4.4 sets forth a true, complete and correct list of all direct and indirect Subsidiaries of Parent setting forth, as to each such Subsidiary, its name, its state or other jurisdiction of incorporation or organization, the address of its principal executive offices, its federal and state Tax identification numbers, its stockholders and all states and other jurisdictions in which each such Subsidiary is duly qualified or licensed to conduct business as a foreign corporation or other entity. Except as set forth on Schedule 4.4 , Parent does not own, directly or indirectly, any capital stock of any other Person. Immediately following the Closing, Buyer will own directly all of the issued and outstanding Securities of Parent, and Parent will own directly all of the issued and outstanding capital stock of PHCS.

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4.5 Conflict with Other Instruments; Existing Defaults .

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

(b) None of the Company or any Seller is (i) in default, breach or violation of its organizational documents, as in effect as of the date hereof, as applicable, or (ii) in default, breach or violation of (A) any Contract required to be disclosed on Schedule 4.10(a) to which it is a party or by which it or its assets is or may be bound, or (B) any applicable Laws, which default, breach or violation has had, or would reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, there does not exist any ‘default’ or ‘event of default’ (in each case as defined in any such agreement) or any default under any other credit or financing agreement to which any of the Company or its Subsidiaries is a party or by which any of its properties or assets are bound.

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

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

4.7 Capitalization; Title to Stock .

(a) Parent’s authorized capital stock consists of (i) 755,000 shares of common stock, par value $.0001 per share (“ Common Stock ”), and (ii) 245,000 shares of preferred stock, par value $.0001 per share, of which 245,000 shares are designated Series A Preferred Stock (“ Series A Preferred Stock ”). The issued and outstanding shares of Common Stock and Series A Preferred Stock are owned as set forth on Schedule A . All of the outstanding shares of capital stock of Parent are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights or Contract binding upon Parent. Except as set forth on Schedule A , there are no outstanding (i) shares of capital stock or other voting securities of Parent, (ii) securities convertible into or exchangeable for shares of capital stock or voting securities of

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Parent, (iii) options, warrants or other rights to acquire from Parent or obligations of Parent to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent, or (iv) equity equivalent interests in the ownership or earnings of Parent or stock appreciation, phantom stock, right of first refusal, commitment or other similar rights. Except for the Stockholders Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the voting, registration or transfer of ownership of Parent’s capital stock. Parent is not subject to any obligations (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any shares of its capital stock. Except as set forth in Schedule A , all dividends or distributions on securities of Parent that have been declared or authorized prior to the date of this Agreement have been paid in full or accrued for in the Historical Financials.

(b) PHCS’s authorized capital stock consists of 1,000 shares of common stock, without par value per share, and 200 shares of nonvoting preferred stock, without par value per share, of which 500 shares are outstanding and owned by Parent. All of the outstanding shares of capital stock of PHCS are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights or Contract binding upon PHCS. There are no outstanding (i) shares of capital stock or other voting securities of PHCS, (ii) securities convertible into or exchangeable for shares of capital stock or voting securities of PHCS, (iii) options, warrants or other rights to acquire from PHCS or obligations of PHCS to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of PHCS, and (iv) equity equivalent interests in the ownership or earnings of PHCS or stock appreciation, phantom stock, right of first refusal, commitment or other similar rights. There are no voting trusts, proxies or other agreements or understandings with respect to the voting, registration or transfer of ownership of PHCS’s capital stock. PHCS is not subject to any obligations (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any shares of its capital stock. All dividends or distributions on securities of PHCS that have been declared or authorized prior to the date of this Agreement have been paid in full or accrued for in the Historical Financials.

(c) The Stock has been duly authorized and is validly issued, fully paid and non-assessable. Immediately following the Closing, Buyer will own directly 100% of the capital stock of Parent.

4.8 Financial Statements .

(a) The Company has delivered to Buyer copies of the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the “ Historical Financials ”):

(i) audited balance sheets of the Company as of December 31, 2005, 2004 and 2003, and statements of income and changes in stockholders’ equity and cash flows for each of the two years ended December 31, 2005 and 2004 and for the period of September 22, 2003 to December 31, 2003, audited by Mahoney Sabol & Company LLP, the accounting firm of the Company; and

(ii) unaudited consolidated financial statements of the Company consisting of a balance sheet as of June 30, 2006, and a statement of income for the six-month period then ended.

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

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

4.9 Existing Indebtedness and Liens; Investments .

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

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

4.10 Contracts .

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

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

(ii) under which the Company leases personal property from or to third parties under capitalized leases per annum or under operating leases, in each case involving payments by the Company in excess of $10,000 per annum;

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(iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person, in each case involving payments by or to the Company in excess of $10,000 per annum;

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

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

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

(vii) under which there is or may be imposed a security interest or other Lien, other than a Permitted Lien, on any of its assets, whether tangible or intangible (other than security interests or Liens granted in favor of Buyer);

(viii) concerning any confidentiality or non-solicitation obligations entered into outside the ordinary course of business;

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

(x) with officers, directors, employees or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annum;

(xi) involving any Affiliates of the Company;

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

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

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

The Company have delivered to Buyer true, correct and complete copies of each Contract in existence as of the date hereof.

(b) Except as disclosed on Schedule 4.10(b) , each Contract existing as of the date hereof is a legal, valid and binding obligation of the Company that are party thereto, on the one hand, and the other parties thereto, on the other hand, enforceable against each of them in

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accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and is in full force and effect. The Company and, to the Knowledge of the Company, each other party to each Contract existing as of the date hereof is in compliance with the terms of such Contract in all material respects, and no material default or event of default by the Company or any other party thereto exists thereunder.

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

4.12 Labor Relations; Employees .

(a) Labor Matters . The Company is not a party to any labor contract, collective bargaining agreement, Contract, letter of understanding, or any other arrangement, formal or informal, with any labor union or organization which obligates the Company to compensate the Company’s employees at prevailing rates or union scale, nor are any of its employees represented by any labor union or organization. There is no pending or, to the Knowledge of the Company, threatened labor dispute, work stoppage, unfair labor practice complaint, strike, administrative or court proceeding or order between the Company and any present or former employee(s) of the Company. Except as set forth on Schedule 4.12 , there is no pending or, to the Knowledge of the Company, threatened suit, action, investigation or claim between the Company and any present or former employee(s) of the Company. There has not been any labor union organizing activity at any location of the Company, or elsewhere, with respect to the Company’s employees within the last three years. The Company and each Subsidiary has complied in all respects with immigration and naturalization laws in connection with the employment of its work force. Except as set forth on Schedule 4.12 , no person or party (including, without limitation, any Governmental Authority) has asserted, or, to the Knowledge of the Company, has threatened to assert, any claim or any action or proceeding, against the Company (or to the Knowledge of the Company has asserted or threatened to assert any claim or any action or proceeding against any officer, director, employee, agent or shareholders of the Company) relating to the Company’s employees or former employees and arising out of any statute, ordinance or regulation relating to wages, collective bargaining, discrimination in employment or employment practices or occupational safety and health standards (including, without limitation, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, as amended, the Occupational Safety and Health Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act or the Family and Medical Leave Act).

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(b) Schedule 4.12(b) hereto sets forth: (i) a complete list of all of the Company’s employees, and rates of pay, (ii) a description of any and all fringe benefits and personnel policies, (iii) the employment dates and job titles of each such person, (iv) categorization of each such person as a full-time or part-time employee of the Company, and (v) whether any such person has an employment agreement. Except as set forth on Schedule 4.12(b) , the Company has no employment agreements with its employees and all such employees are employed on an at “at will” basis. All Persons with whom the Company has engaged as independent contractors are properly classified as independent contractors for Tax purposes.

(c) Schedule 4.12(c) sets forth a true, correct and complete list of all written employment Contracts or agreements, independent contractor or consulting agreements and sales representative agreements, change of control agreements and employee-related non-competition and non-solicitation agreements to which the Company is a party. The Company has previously delivered to Buyer true, correct and complete copies of all such agreements, including all amendments thereto. Neither the Company nor, to the Knowledge of the Company, any other Person that is a party to any such agreement, is in breach of, or in default with respect to, any of its material obligations thereunder, nor is the Company aware of any facts or circumstances which might give rise to any breach or default thereunder which has had, or would reasonably be expected to have, a Material Adverse Effect.

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

(a) Schedule 4.13 contains an accurate and complete list of all Employee Plans, accurate and complete copies of which have been delivered to Buyer.

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

(c) The Company has not maintained or contributed to, nor has the Company had any actual or potential liability with respect to any Employee Plan maintained outside of the United States.

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

(e) Except as set forth on Schedule 4.13 , the Company has not, since September 22, 2003, maintained any Employee Plan (other than an Employee Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code) which provides benefits with respect to employees or former employees following their termination of service with the Company (other than as required pursuant to Section 601 of ERISA or pursuant to COBRA). Each Employee Plan that is subject to the requirements of Section 601 of ERISA has been operated in accordance therewith.

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

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

(h) To the Knowledge of the Company, no Employee Plan-related trust owns any securities in violation of Section 407 of ERISA.

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

(j) Schedule 4.13 sets forth each ex-employee of the Company utilizing or eligible to utilize COBRA as of the date hereof. Each Employee Plan that is a group health plan is subject to COBRA and the requirements of COBRA have been met with respect to each such Employee Plan.

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

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

(m) Except as set forth on Schedule 4.13 , each Employee Plan and all related trusts, insurance contracts and funds (as applicable) have been maintained, funded, operated and administered in compliance in all material respects in accordance with its terms and with all applicable laws and regulations, including, but not limited to, ERISA and the Code.

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

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

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

(q) No amounts payable under any Benefit Plan will fail to be deductible for federal income tax purposes by virtue of Sections 162(m) and 280G of the Code.

(r) Each Benefit Plan that is a ‘nonqualified deferred compensation plan’ (as defined in Section 409A(d)(1) of the Code) has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and Internal Revenue Service Notice 2005-1 (collectively “ Section 409A ”). No Benefit Plan that is a ‘nonqualified deferred compensation plan’ has been materially modified within the meaning of Section 409A. No event has occurred that would be treated under Section 409A as a transfer of property for purposes of Section 83 of the Code. No equity-based compensation arrangement or award granted under any Benefit Plan is considered ‘deferred compensation’ within the meaning of Section 409A.

4.14 Taxes .

(a) Since September 22, 2003, each of Parent and PHCS has filed all Tax Returns that they were required to file under applicable laws and regulations. All such Tax Returns were correct and complete in all respects and were prepared in substantial compliance with all applicable laws and regulations. All Taxes due and owing by Parent or PHCS (whether or not shown on any Tax Return) have been paid. Neither Parent nor PHCS currently is the beneficiary of any extension of time within which to file any Tax Return. Since September 22, 2003, no claim has been made by an authority in a jurisdiction where Parent or PHCS does not file Tax Returns that Parent or PHCS is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of Parent or PHCS.

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(b) Each of Parent and PHCS has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(c) No Seller or director or officer (or employee responsible for Tax matters) of Parent or PHCS expects any authority to assess any additional Taxes for any period for which Tax Returns have been filed. No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to Parent or PHCS. Neither Parent nor PHCS has received from any foreign, federal, state, or local taxing authority (including jurisdictions where Parent or PHCS have not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against Parent or PHCS. Schedule 4.14(c) set forth a list of all federal, state, local, and foreign income Tax Returns filed with respect to any of Parent or PHCS (including copies of Tax Returns for each flow-through entity in which Parent or PHCS was a member or partner) for taxable periods ended on or after December 31, 2001, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. Sellers have delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Parent or PHCS filed or received since September 22, 2003 (including copies of Tax Returns for each flow-through entity in which Parent or PHCS was a member or partner).

(d) Neither Parent nor PHCS has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(e) Neither Parent nor PHCS is a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Code §280G (or any corresponding provision of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of Code §162(m) (or any corresponding provision of state, local or foreign Tax law). Neither Parent nor PHCS has been a United States real property holding corporation within the meaning of Code §897(c)(2) during the applicable period specified in Code §897(c)(1)(A)(ii). Each of Parent and PHCS have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. Neither Parent nor PHCS is a party to or bound by any Tax allocation or sharing agreement as of the Closing Date. Neither Parent nor PHCS (A) has been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was Parent) or (B) has any Liability for the Taxes of any Person (other than Parent or PHCS) under Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

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

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(g) The unpaid Taxes of Parent and PHCS (A) did not, as of the date of the Latest Balance Sheet, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Latest Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Effective Date in accordance with the past custom and practice of Parent and PHCS in filing their Tax Returns. Since the date of the Latest Balance Sheet, neither Parent nor PHCS has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

(h) Neither Parent nor PHCS will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Effective Date; (ii) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Effective Date; (iii) intercompany transaction or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (iv) installment sale or open transaction disposition made on or prior to the Effective Date; or (v) prepaid amount received on or prior to the Effective Date.

(i) Neither Parent nor PHCS has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361.

4.15 Litigation . Schedule 4.15 sets forth a true, complete and correct list of all actions, suits, arbitration proceedings, investigations, inquiries or other proceedings, whether governmental or non-governmental, before any Governmental Authority for any period since September 22, 2003 that existed (regardless of whether settled), or that is pending or, to the Knowledge of the Company, threatened, against, relating to or affecting the Company, or any officer, director or employee thereof in his or her capacity as such, or any of its or their respective assets, properties or businesses, and which involve a monetary claim or claims in excess of $10,000 or injunctive or other equitable relief. Schedule 4.15 sets forth, as to each matter identified therein, the names of the parties thereto, the forum for such matter, a summary of the details of the matter, the settlement or other disposition of the matter (including the monetary value of such settlement or other disposition) or, if such matter is still pending, a statement to that effect. Except as set forth on Schedule 4.15 :

(a) To the Knowledge of the Company, there is not in effect any order, judgment, decree, injunction or ruling of any Governmental Authority against, relating to or affecting the Company, or any officer, director or employee thereof in his or her capacity as such, enjoining, barring, suspending, prohibiting or otherwise limiting the same from conducting or engaging in any aspect of the business of the Company, or requiring the Company or any such officer, director or employee to take certain action with respect to any aspect of its or their business;

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(b) The Company is not in default under any order, judgment, decree, injunction or ruling of any Governmental Authority respecting the Company, and the Company is not subject to or a party to any order, judgment, decree or ruling arising out of any action, suit or proceeding under any applicable Laws respecting antitrust, monopoly, restraint of trade, unfair competition or similar matters; and

(c) There is no action, suit, arbitration or other proceeding, investigation or inquiry pending or, to the Knowledge of the Company, threatened, before any Governmental Authority which questions the validity of this Agreement or any other agreement, or any actions taken or to be taken pursuant hereto or thereto, or which could, individually or in the aggregate, have a Material Adverse Effect.

4.16 Transactions with Affiliates .

(a) Except as set forth on Schedule 4.16 , there is no indebtedness owing by the Company to any of its Affiliates or by any Affiliate of the Company to the Company.

(b) Except as set forth on Schedule 4.16 , other than as contemplated in this Agreement, immediately following the Closing Date:

(i) the Company will not be indebted, directly or indirectly, to any of its own officers, directors, stockholders or employees, or the officers, directors, managers, members, partners, stockholders or employees of its Affiliates, or to any members of the immediate families of such officers, directors, managers, members, partners, stockholders or employees except for, in the case of officers, directors or employees, compensation payable in the ordinary course of business and reasonable advances accrued in the ordinary course of business consistent with past practices;

(ii) no officer, director, stockholder or employee of the Company, and no members of their immediate families, will (A) be indebt