STOCK PURCHASE AGREEMENT

Exhibit 2.3

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and among

NEW ENGLAND HOME THERAPIES, INC.,

a Massachusetts corporation,

THE PERSONS SET FORTH ON SCHEDULE A HERETO

and

CRITICAL HOMECARE SOLUTIONS, INC.,

a Delaware corporation

Dated as of September 8, 2006

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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

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TABLE OF CONTENTS

(continued)

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STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT dated as of September 8, 2006 by and among NEW ENGLAND HOME THERAPIES, INC., a Massachusetts corporation (the “ Company ”), each of the Persons set forth on Schedule A hereto (“ Sellers ”), and CRITICAL HOMECARE SOLUTIONS, INC., a Delaware corporation (“ Buyer ”).

RECITALS:

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 states of Massachusetts, New Hampshire and Maine;

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

WHEREAS, each of Sellers desires to sell to Buyer all of the Stock owned by such Seller, and Buyer desires to purchase the Stock 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 ” means the Company’s ordinary course current liabilities which exclude any liabilities related to interest-bearing or long-term debt, capital lease obligations, ERISA-related obligations, Tax obligations, or any other liabilities not set forth on Schedule 3.2(b) hereto.

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“ Assumed Liabilities 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).

“ Bad Debt Expense ” means the bad debt expense incurred by the Company during the Earn-Out Period, calculated in accordance with GAAP, excluding the Tufts Bad Debt Expense.

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

“ Base Actual Net Revenues ” means the Net Revenues, less the Bad Debt Expense.

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

“ 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 Massachusetts.

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

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

“ Closing Date ” means, subject to the satisfaction of the conditions set forth herein, the later of (i) 45 days after the date hereof, and (ii) three Business Days following the satisfaction or waiver of the conditions set forth in Article VIII.

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

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

“ 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.

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“ Contract ” means any contract, lease, license, purchase order, sales order, obligation or other agreement or binding commitment 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.

“ Credit Agreement ” means the Credit Agreement entered into as of the Closing Date among Buyer and Jefferies Finance LLC, as Administrative Agent, as amended, and any replacement credit facilities thereof.

“ Current Liabilities ” means current liabilities calculated in accordance with GAAP.

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

“ Earn-Out Amount ” has the meaning set forth in Section 3.3(b).

“ Earn-Out Period ” means the nine-month period beginning January 1, 2007 and ending September 30, 2007.

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

“ Eligible Net Revenues ” means the Tufts Net Revenues, less the Tufts Bad Debt Expense.

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

“ Employment Agreements ” means the Employment Agreements substantially in the form of Exhibit A hereto.

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

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

“ 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).

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“ 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.

“ Excluded Assets ” means the following assets of the Company as of the Closing Date which shall be distributed to the Sellers as of the Closing Date: cash and cash equivalents as of the Effective Date.

“ Excluded Liabilities ” means the following 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 (other than the MedOne Lease), (ii) with respect to any Taxes relating to any period prior to the Effective Date, (iii) with respect to any Employee Plans or Benefit Plans, (iv) related to liabilities or obligations owing to any stockholders of the Company, including any Taxes, costs or expenses arising therefrom or related thereto, except as otherwise provided in Section 7.5(h), (v) the fees and expenses of Sellers and the Company incurred in connection with the transactions contemplated hereby, (vi) that arise out of or relate to any claims for violation of any Health Care Law or ERISA, (vii) Current Liabilities that are not included in the Final Assumed Liabilities, or (viii) any liabilities for contingent payments to creditors under the Reorganization Plan.

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

“ Final Earn-Out Amount ” has the meaning set forth in Section 3.3(b).

“ GAAP ” means generally accepted accounting principles in effect in the United States, consistently applied, as in effect on the date of this Agreement. Notwithstanding the foregoing, for purposes of “Excluded Liabilities” and “Assumed Liabilities,” Inventory and corresponding accounts payable shall only be deemed an asset (with the corresponding liability as an accounts payable) upon receipt of such Inventoried items as of the Effective Date.

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

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

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“ 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)(iv).

“ Initial Draft Assumed Liabilities 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 ” and “ Knowledge of the Company ” means the actual knowledge or awareness of each Seller and any other officer or director of the Company; “ Knowledge of Sellers ” means the actual knowledge or awareness of each Seller; and “ Knowledge of Buyer ” means the actual knowledge or awareness of Buyer and any officer or director of Buyer. For purposes of the definition of Knowledge of Buyer, the actual knowledge or awareness of Mary Jane Graves, an independent consultant engaged by Buyer prior to the date hereof, shall be imputed to Buyer.

“ Latest Balance Sheet ” means the unaudited balance sheet of the Company as of 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.

“ 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

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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. In no event shall Losses include consequential, indirect, punitive, or special damages of any kind, except to the extent actually paid to a third party.

“ Material Adverse Effect ” means a material adverse effect on either (i) the assets, operations, personnel, condition (financial or otherwise) or prospects of the Company, or (ii) any of Sellers’ ability to consummate the transactions contemplated hereby.

“ MedOne Lease ” means the lease agreement with MedOne Capital Funding LLC dated as of February 23, 2006, which shall not be repaid at Closing.

“ Net Revenues ” means the net revenues generated by the Company recognized at the applicable prevailing contracted rates and governmental allowables during the Earn-Out Period, calculated in accordance with GAAP, excluding the Tufts Net Revenues.

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

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

“ Plan of Reorganization ” means that certain Third Amended Plan of Reorganization of the Company dated February 18, 2004 which was approved by the United States Bankruptcy Court for the District of Massachusetts Western Division on April 15, 2004.

“ 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.

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

“ 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.

“ 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.

“ Reorganization Plan ” has the meaning set forth in Section 4.9(b).

“ 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).

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

“ Solvent ” means, with respect to any Person, that, on the date of determination: (i) the present fair saleable value of the assets, including accounts receivable at current collection rates and goodwill (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 assets, including accounts receivable at current collection rates and goodwill, of such Person at a fair valuation; (iii) the assets, including accounts receivable at current collection rates and goodwill, 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 the Company and Sellers dated as of August 31, 2000, as amended pursuant to that certain Amendment to Stockholders’ Agreement dated as of April 10, 2006.

“ 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.

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

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

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

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

“ Third Party Payor Contracts ” has the meaning set forth in Section 4.17(b).

“ Transaction Documents ” means this Agreement, the Escrow Agreement, the Employment Agreements, 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.

“ Tufts Bad Debt Expense ” means the bad debt expense incurred by the Company during the Earn-Out Period in connection with the Tufts Provider Agreement, calculated in accordance with GAAP as the total bad debt expense of the total Company (including Tufts) divided by the total net revenues of the total Company (including the Tufts Net Revenues) for the Earn-Out Period as set forth in the applicable income statement of the Company.

“ Tufts Net Revenues ” means the net revenues generated by the Company recognized at the applicable prevailing contract rates and governmental allowables during the Earn-Out Period from the Tufts Provider Agreement, calculated in accordance with GAAP.

“ Tufts Provider Agreement ” means the Provider Agreement between the Company and Tufts Health Plan.

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Article II Purchase and Sale

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

2.2 Excluded Liabilities; Assumed Current Liabilities and Other Liabilities . Notwithstanding the purchase of the Stock by Buyer, Buyer and Sellers acknowledge and agree that it is the intent of the Parties that, subject to Section 3.1, Sellers shall be responsible for all Excluded Liabilities, and Sellers agree to fully and timely pay all Excluded Liabilities when due and payable by their terms (except to the extent paid at Closing as a deduction from the Purchase Price in accordance with Section 3.1). Buyer, the Company, and Sellers acknowledge and agree that (a) the Assumed Current Liabilities, and (b) all other liabilities and obligations of the Company other than the Excluded Liabilities shall remain the responsibility and obligation of the Company after the Closing Date, and Buyer agrees to cause the Company to fully and timely pay such obligations when due and payable by their terms.

2.3 Excluded Assets . Notwithstanding the purchase of the Stock by Buyer, Buyer, the Company, and Sellers acknowledge and agree that the Excluded Assets shall be paid to or distributed by the Company to Seller on the Closing Date.

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

Article III Purchase Price

3.1 Purchase Price .

(a) Subject to the adjustment pursuant to Sections 3.2 and 3.3, the purchase price for the Stock shall be an aggregate of $18,500,000 (the “ Purchase Price ”), to be paid as follows: (i) $15,000,000 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) $2,000,000 (the “ Escrow Fund ”) payable to the Escrow Agent pursuant to the Escrow Agreement; and (iii) $1,500,000 through the assumption of $1,500,000 of Assumed Current Liabilities. The amount payable pursuant to Section 3.1(a)(i) shall be reduced by the amount necessary (which amounts shall be paid directly by Buyer) for (x) the Excluded Liabilities (to the extent known and quantifiable on the Closing Date) and (y) any contingent payments to creditors and claimants required pursuant to the Reorganization Plan, as finally negotiated by the Company and Sellers. The Purchase Price (less the Escrow Fund and other deductions pursuant to this Section 3.1) shall be paid to Sellers as set forth on Schedule A hereto.

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 $1,500,000 (the “ Liabilities Target ”); provided, however, in no event shall there be any adjustment pursuant to this Section 3.2 resulting from reserves for bad debt, inventory obsolescence, and/or contractual allowances.

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(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 (the “ Initial Draft Assumed Liabilities Closing Statement ”) prepared by Sellers. The Initial Draft Assumed Liabilities Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.2(b) .

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

(iii) The Second Draft Assumed Liabilities Closing Statement shall be final and binding upon the Parties, and shall be deemed to be the Assumed Liabilities Closing Statement, (as defined below) unless, within 30 calendar days after receipt of the Second Draft Assumed Liabilities Closing Statement from Buyer, the Representative shall provide to Buyer a report indicating its objections to the Second Draft Assumed Liabilities 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 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 between 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 Ernst & Young located in Boston, Massachusetts or such other independent accounting firm of regional or 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

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

(vii) If the Assumed Current Liabilities calculated by reference to the Assumed Liabilities 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 Sellers 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) Any payment of Assumed Liabilities Surplus to be made by Sellers pursuant to Section 3.2(b)(vii) 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 of Assumed Liabilities Shortfall to be made by Buyer pursuant to Section 3.2(b)(vii) shall be paid 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. If applicable, all payments shall be made to Sellers on a pro rata basis in accordance with Schedule A .

3.3 Earn-Out .

(a) The Purchase Price shall be subject to adjustment, if any, as specified in this Section 3.3.

(b) Provided that the annualized Base Actual Net Revenues during the Earn-Out Period equal or exceed $18,600,000, Buyer shall pay to Sellers, in addition to the Purchase Price, $0.65 for every $1.00 of annualized Eligible Net Revenues up to $2,000,000, plus $0.80 for every $1.00 of annualized Eligible Net Revenues in excess of $2,000,000 (collectively, the “ Earn-Out Amount ”). Within 31 days after the completion of the Earn-Out Period, Buyer shall provide the Representative with Buyer’s written calculation of the Earn-Out Amount (the “ Final Earn-Out Amount ”). Such Earn-Out Amount shall be paid by November 15, 2007 or, in the event that the Representative objects to Buyer’s calculation of the Final Earn-Out Amount pursuant to Section 3.3(b), within 15 days after the final determination of the Earn-Out Amount made by Ernst & Young. Notwithstanding anything herein to the contrary, in no event shall the Earn-Out Amount exceed $1,500,000.

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(c) The Representative shall have 30 days after the receipt of the Buyer’s written notice of the Final Earn-Out Amount to review and object, in writing, to Buyer’s calculation of the Final Earn-Out Amount with supporting summary accounts receivable system reports as appropriate. If no objection is made and provided to Buyer in the manner for the giving of notice pursuant to Section 10.5 within such 30-day period, Buyer’s calculation of the Final Earn-Out Amount shall be final and binding on all Parties. If an objection is made that cannot be resolved by the Parties within 15 days after the date on which Buyer receives the Representative’s written objection, a mutually acceptable, regionally recognized independent accounting firm shall be engaged to resolve such dispute and the determination of independent accounting firm engaged pursuant to this Section 3.3(c) shall be final and binding on all Parties. The procedures set forth in Section 3.2(b)(iv) and (v), including the provisions dealing with notices and responses, shall be applied to any dispute regarding the Final Earn-Out Amount. The fees and expenses of any dispute regarding the Earn-Out Amount shall be divided equally between Buyer and Sellers. Notwithstanding anything to the contrary, the parties agree that Buyer shall not be required to make any payments required to be made pursuant to this Section 3.3 at any time that an Event of Default (as defined in the Credit Agreement) exists and is continuing, and Sellers agree that all such payments shall be tolled for any period during which an Event of Default exists and is continuing. Buyer agrees to use its commercially reasonable efforts to cause Buyer and the Company to cure any Events of Default in order to be able to make the payments required to be made pursuant to this Section 3.3. If an Event of Default occurs under the Credit Agreement at any time prior to the earlier of (i) the payment of the Earn-Out Amount pursuant to this Section 3.3 or (ii) the date of determination that no Earn-Out Amount is payable pursuant to Section 3.3, Buyer shall promptly provide notice to the Representative of the occurrence of an Event of Default under the Credit Agreement, and Buyer shall promptly provide notice to the Representative when such Event of Default has been cured. If payment of the Earn-Out Amount is delayed due to the occurrence of an Event of Default, such unpaid amount shall accrue interest at the annual rate of the “Prime Rate” (as published in the Wall Street Journal on such date, and adjusted quarterly, effective on the first day of each calendar quarter for the following three month period) from the date such payment would have otherwise been required to have been paid. In addition, if such amount has not been paid one year after such payment became due, Sellers shall no longer be subject to the noncompete provision set forth in Section 7.6.

Article IV Representations and Warranties of the Company and Sellers

The Company and Sellers hereby, jointly and severally, 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, each of which disclosure schedules shall be approved by the Company, as evidenced by the signature (or initials) of an officer of the Company. 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 necessary to own and/or lease and operate its properties and assets and to carry on its business as now conducted, and is duly qualified or licensed to do business in each jurisdiction in which the character of the properties or assets owned, leased or operated by it or the nature of the activities conducted makes such qualification or licensing necessary.

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 Stock 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 . The Company has no Subsidiaries. The Company 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 Stock of the Company.

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 Stock by Sellers and the consummation of the other transactions contemplated hereby and thereby to the Knowledge of the Company 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, except where such violation, default or right to terminate would not, or would not reasonably be expected to, have a Material Adverse Effect.

(b) To the Knowledge of the Company, 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

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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, except where such violation, default or right to terminate would not, or would not reasonably be expected to, have a Material Adverse Effect.

(c) Except as set forth on Schedule 4.5 , there are no contractual restrictions or limitations which prohibit the sale by any Seller of the Stock 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 . To the Knowledge of the Company, the Company has all Licenses and Permits, and all such Licenses and Permits are in good standing. Except as provided on Schedule 4.6 , to the Knowledge of the Company, 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 Stock to Buyer, or for the purpose of maintaining in full force and effect any Licenses and Permits. 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) The Company’s authorized capital stock consists of 200,000 shares of common stock, par value $.01 per share (“ Common Stock ”). The issued and outstanding shares of Common Stock are owned as set forth on Schedule A . All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights or Contract binding upon the Company. Except as set forth on Schedule A , there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) options, warrants or other rights to acquire from the Company or obligations of the Company to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) equity equivalent interests in the ownership or earnings of the Company 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 the Company’s capital stock. The Company 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 the Company that have been declared or authorized prior to the date of this Agreement have been paid in full or accrued for in the Historical Financials.

(b) Sellers own the Stock free and clear of any Liens or other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such capital stock)

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and of any preemptive or other similar rights to subscribe for or to purchase any such capital stock. Immediately following the Closing, Buyer will own directly 100% of the outstanding capital stock of the Company.

4.8 Financial Statements .

(a) The Company has delivered to Buyer copies of the following (the financial statements referred to in clauses (i), (ii) and (iii) below being collectively referred to as the “ Historical Financials ” and copies of the Historical Financials are attached to Schedule 4.8 ):

(i) audited balance sheet of the Company as of December 31, 2005, and audited statements of income, cash flows, and changes in stockholders’ equity for the year then ended, audited by Peck Associates, the accounting firm of the Company;

(ii) unaudited balance sheets of the Company as of December 31, 2004 and December 31, 2003, and unaudited statement of income, cash flows, and changes in stockholders’ equity for each of the two years then ended; and

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

Except as set forth on Schedule 4.8 , 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 and cash flows, as the case may be, and have been prepared in accordance with GAAP other than, in respect of the unaudited financial statements, normal year-end adjustments 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.

4.9 Existing Indebtedness and Liens; Commitments .

(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.

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(b) The Company does not have on the date hereof, or will not have on the Closing Date, (i) liabilities for Taxes (except to the extent resulting from any filings made on or after the Effective Date with respect to any Taxes accrued in the ordinary course of business related to the period from December 31, 2005 (which represents the date of the Company’s latest completed Tax Year) and the Effective Date, with the exception of any liability arising under Section 7.5(h), or (ii) forward or long-term commitments outside the Company’s ordinary course of business or inconsistent with the Company’s historical practices, or (iii) except as set forth on Schedule 4.9(b) , any liabilities for contingent payments to creditors arising under the Third Amended Plan of Reorganization of New England Home Therapies, Inc., dated February 18, 2004 and confirmed by order of the United States Bankruptcy Court for the District of Massachusetts, dated April 16, 2004, in Case No. 02-46956-JBR (the “ Reorganization Plan ”).

4.10 Material Contracts .

(a) Schedule 4.10(a) sets forth a list of the following Contracts (“ Material Contracts ”) to which the Company is a party or to which any of its assets or properties is bound (copies of which have been delivered to Buyer):

(i) Contracts 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) Contracts 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 $6,000 per annum;

(iii) Contracts 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 $6,000 per annum;

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

(v) Contracts 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) that will not be repaid and terminated on or prior to the Closing Date;

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

(vii) Contracts 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;

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

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(ix) Contracts 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

(x) Contracts 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.

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

4.11 Accounts Receivable . To the Knowledge of the Company, 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, 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, (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 return privileges granted in the ordinary course of business consistent with past practice) or claim (other than as reflected in the reserves taken in recording the accounts receivable on the books of the Company, which reserves are materially adequate in accordance with GAAP).

4.12 Labor Relations; Employees .

(a) Labor Matters . The Company is not a party to any labor contract, collective bargaining agreement, 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(a) , there is no pending or, to the Knowledge of the Company, threatened suit, action, investigation or claim between the Company and any present or former employee(s) of the Company. There has not been any labor union organizing activity at any location of the Company, or elsewhere, with respect to the Company’s employees within the last three years. The Company has complied with immigration and naturalization laws in connection with the employment of its work force, except where such failure to comply

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has not had, or would not reasonably be expected to have, a Material Adverse Effect. Except as set forth on Schedule 4.12(a) , no person or party (including, without limitation, any Governmental Authority) has asserted, or, to the Knowledge of the Company, has threatened to assert, any claim or any action or proceeding, against the Company (or to the Knowledge of the Company has asserted or threatened to assert any claim or any action or proceeding against any officer, director, employee, agent or 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).

(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. To the Knowledge of the Company, 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 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 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 mean also refer to any ERISA Affiliate.

(a) Schedule 4.13 contains an accurate and complete list of all Employee Plans.

(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 never maintained, or had any actual or potential liability with respect to, any Employee Plan maintained outside of the United States.

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(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 never 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 the Consolidated Omnibus Budget Reconciliation Act (COBRA)). Each Employee Plan that is subject to the requirements of Section 601 of ERISA has been operated in accordance therewith.

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

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

(h) No Employee Plan 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.

(i) 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).

(j) 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.

(k) Each Employee Plan and all related trusts, insurance contracts and funds (as applicable) have been maintained, funded, operated and administered in compliance with its terms and with all applicable laws and regulations, including, but not limited to, ERISA and the Code, except where the failure to comply has not had, and would not be reasonably expected to have, a Material Adverse Effect.

(l) 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 a favorable determination letter from the Internal Revenue Service as to the qualification under the Code of such Employee Plan

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and the Tax-exempt status of such related trust, and no event has occurred, and no condition exists, since the date of such determination letter that has adversely affected, or would be reasonably expected to adversely affect, the qualification of such Employee Plan or the Tax-exempt status of such related trust.

(m) To the Knowledge of the Company, 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.

(n) With, respect to each Employee Plan, the Company has delivered or caused to be delivered to Buyer and its counsel 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.

(o) 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 are set forth on Schedule 4.13 (collectively, “ Benefit Plans ” or, individually, “ Benefit Plan ”). To the Knowledge of the Company, 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 ”). To the Knowledge of the Company, no Benefit Plan that is a ‘nonqualified deferred compensation plan’ has been materially modified within the meaning of Section 409A. To the Knowledge of the Company, no event has occurred that would be treated under Section 409A as a transfer of property for purposes of Section 83 of the Code. To the Knowledge of the Company, no equity-based compensation arrangement or award granted under any Benefit Plan is considered ‘deferred compensation’ within the meaning of Section 409A.

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4.14 Taxes .

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

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

(c) No foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company. The Company has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where the Company has not filed Tax Returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any taxing authority against the Company. Schedule 4.14(c) set forth a list of all federal, state, local, and foreign income Tax Returns filed with respect to the Company for taxable periods ended on or after December 31, 2003, 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 the Company filed or received since December 31, 2001.

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

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

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

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