**EXECUTION      VERSION**

**FINAL**

**AGREEMENT      AND PLAN OF MERGER**

**BY      AND AMONG**

**HEALTHCARE      SERVICES GROUP, INC., HCSG, INC., HCSG MERGER, LLC, **

**SUMMIT      SERVICES GROUP, INC., JOSEPH S. CUZZUPOLI, JOHN A. BULLOCK,**

**LAWRENCE      G. FRENI, WELLFLEET CAPITAL PARTNERS, INC., AND NAVONE **

**INVESTMENTS,      LLC**

**AND**

**THOMAS      G. HIXON, S. KEITH PRITCHARD, AND P.H. BENJAMIN CHANG FOR **

**THE      LIMITED PURPOSES SET FORTH HEREIN**

**DATED:      SEPTEMBER 18, 2006**

TABLE      OF CONTENTS    **Page**   BACKGROUND1    AGREEMENT4    1.INCORPORATION            OF BACKGROUND4    2.MERGER4     2.1.The            Merger4 2.2.Effective            Time4 2.3.Effect            of the Merger4 2.4.Articles            of Incorporation; Bylaws5 2.5.Directors            and Officers5    3.CONVERSION            OF SECURITIES; EXCHANGE OF CERTIFICATES6     3.1.Conversion            of Securities6 3.2.Exchange            of Certificates7 3.3.Share            Transfer Books8    4.REPRESENTATIONS            AND WARRANTIES OF INSIDER SHAREHOLDERS WITH RESPECT TO SUMMIT9     4.1.Corporate            Status, Outstanding Stock9 4.2.Due            Authorization and Validity of Agreement10 4.3.Officers,            Directors, Bank Accounts, etc10 4.4.Subsidiaries            and Joint Ventures10 4.5.Financial            Statements10 4.6.Summit            Loans11 4.7.Leases11 4.8.Personal            Property12 4.9.Service            Agreements13 4.10.Accounts            Receivable13 4.11.Insurance13 4.12.No            Unrecorded Liabilities13 4.13.Service            Agreements, Leases, and Other Commitments14 4.14.Collective            Bargaining Agreements and Other Employee Matters15 4.15.Litigation16 4.16.Conflicting            Interests16 4.17.Compliance            with Law and Regulations17 i
 TABLE        OF CONTENTS(continued)    **Page**      4.18.Agreement            Not in Breach of Other Instruments Affecting Summit; Governmental            Consents17 4.19.Tax            Matters19 4.20.Absence            of Certain Actions20 4.21.No            Material Adverse Change21 4.22.Environmental            Matters21 4.23.No            Broker or Finder22 4.24.Statements            and Other Documents Not Misleading22 4.25.Loans            to Officers, Directors, and Shareholders22 4.26.Unpaid            State Sales Taxes and Waltham Lease23    5.FURTHER            REPRESENTATIONS AND WARRANTIES OF THE SUMMIT SHAREHOLDERS23     5.1.Ownership            of Capital Stock of Summit23 5.2.Authorization;            Valid and Binding Agreement23 5.3.Agreement            Not in Breach of Other Instruments Affecting the Summit Shareholders24 5.4.Shareholders’            Vote24    6.REPRESENTATIONS            AND WARRANTIES OF HIXON, PRITCHARD, AND CHANG25     6.1.Valid            and Binding Agreement25    7.REPRESENTATIONS            AND WARRANTIES OF HEALTHCARE25     7.1.Corporate            Status and Authority; Outstanding Stock25 7.2.Status            of Healthcare Stock26 7.3.Agreement            Not in Breach of Other Instruments Affecting Healthcare26 7.4.Financial            Statements26 7.5.Healthcare’s            SEC Filings26 7.6.No            Broker or Finder; Purchase for Investment27 7.7.Statements            and Other Documents Not Misleading27    8.CONTINUATION            AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES27    9.CLOSING28     9.1.Closing            Date28 ii
 TABLE      OF CONTENTS(continued)    **Page**      9.2.Deliveries          by the Summit Shareholders at Closing27 9.3.Deliveries          by Healthcare at Closing28    10.ADDITIONAL          TAX MATTERS29     10.1.Filing          of Tax Returns; Payment of Taxes29 10.2.Tax          Audits30 10.3.General          Cooperation on Tax Matters30 10.4.Disputes31 10.5.Unpaid          State Sales Taxes31 10.6.Tax          Treatment of Merger32    11.INDEMNIFICATION32     11.1.By          the Insider Shareholders32 11.2.By          the Summit Shareholders33 11.3.By          Hixon, Pritchard and Chang33 11.4.By          Healthcare33 11.5.Limitations          on Indemnification34 11.6.Procedures          for Indemnification Claims37 11.7.Payment          of Losses38 11.8.Remedy          Exclusive38 11.9.Unpaid          State Sales Taxes and Waltham Lease38    12.CONFIDENTIALITY;          PUBLICITY38    13.SECURITIES          LAWS COMPLIANCE PROCEDURES39     13.1.Knowledge          Respecting Healthcare39 13.2.Status          of Shares to be Issued40    14.REGISTRATION          OF HEALTHCARE SHARES42    15.FURTHER          ASSURANCES45    16.RESTRICTIVE          COVENANTS45     16.1.Covenant          Not To Compete45 16.2.Covenant          Not To Solicit Clients Or Accounts46 16.3.Covenant          Not To Solicit Or Hire Employees47 16.4.Covenant          Not To Use Or Disclose Confidential Information48 iii
 TABLE      OF CONTENTS(continued)    **Page**      16.5.Remedies          for Breach49 16.6.Extension          of Restriction49    17.MISCELLANEOUS50     17.1Resolution          of Disputes50 17.2.Notices51 17.3.Applicable          Law52 17.4.Binding          Agreement52 17.5.Expenses52 17.6.Entire          Agreement52 17.7.Amendments          and Waivers52 17.8.Severability53 17.9Use          of Defined Terms53 17.10Counterparts          and Facsimiles53 iv
**EXHIBITS** EXHIBIT          “A-1”–Escrow                Agreement   EXHIBIT                “A-2”–Waltham                Lease Indemnification Agreement   EXHIBIT                “B”–Allocation                of Merger Consideration   EXHIBIT                “D”–Form                of HCSG Operating Agreement   EXHIBIT                “E”–Form                of Service Agreements   EXHIBIT                “F”–Opinion                of Bingham McCutchen LLP   EXHIBIT                “G” General                Releases in Favor of Summit   EXHIBIT                “H”–Certification                by each Summit Shareholder Pursuant to the Foreign Investment Real                Property Tax Act   EXHIBIT                “I-1”–Employment                Agreement of Joseph S. Cuzzupoli   EXHIBIT                “I-2”–Employment                Agreement of John A. Bullock   EXHIBIT                “I-3”–Employment                Agreement of Lawrence G. Freni v
**SCHEDULES**SCHEDULE          4.1.1(a)–States                in which Summit is Qualified   SCHEDULE                4.1.1(b)–Summit’s                Capital Stock   SCHEDULE                4.1.1(c)–Summit’s                Options, Warrants, Rights, Shareholder Agreements Or Other                Investments   SCHEDULE                4.1.1(d)–Defaults                or Violations of Articles of Organization or Bylaws   SCHEDULE                4.3–Officers,                Directors, Bank Accounts, Safe Deposit Boxes, Authorized                Personnel   SCHEDULE                4.5–Financial                Statements   SCHEDULE                4.6–Summit                Loan Obligations as of Closing Date   SCHEDULE                4.7.1–Leases   SCHEDULE                4.7.4–Assignment                or Sublet of Lease Interests   SCHEDULE                4.8–Personal                Property Exceptions   SCHEDULE                4.9–Service                Agreements   SCHEDULE                4.10–Accounts                Receivables, Set-Offs, Deductions or Defenses   SCHEDULE                4.11–Insurance   SCHEDULE                4.12–Unrecorded                Liabilities   SCHEDULE                4.13.1(c)–Summit                Loan Obligation Documentation   SCHEDULE                4.13.1(d)–Other                Commitments   SCHEDULE                4.13.2–Defaults                under Summit Agreements, List of Summit’s Agreements Which may be                Terminated or not Renewed   SCHEDULE                4.14–Collective                Bargaining Agreements and Other Employee Matters   SCHEDULE                4.15–Litigation   SCHEDULE                4.16–Conflicting                Interests vi
 SCHEDULE          4.18–Agreement                Not in Breach of Other Instruments Affecting Summit; Governmental                Consent   SCHEDULE                4.19.3–Tax                Liabilities   SCHEDULE                4.19.5–Tax                Returns of Summit for Taxable Years Ended December 27, 2003, December                25,                2004 and December 30, 2005   SCHEDULE                4.20–Absence                of Certain Actions   SCHEDULE                4.25–Loans                to Officers, Directors and Shareholders   SCHEDULE                5.1–Restrictions                on Transfer   SCHEDULE                9.3.2–Summit                Bonus Employees   SCHEDULE                11.5.2(a)–Allocation                of Insider Shareholder Indemnification Limits   SCHEDULE                11.5.2(c)–Allocation                of Hixon, Pritchard and Chang Indemnification                Limits vii
 **AGREEMENT      AND PLAN OF MERGER** **THIS      AGREEMENT AND PLAN OF MERGER**      (this“Agreement”) is made this 18th day of September 2006, by and among **HEALTHCARE      SERVICES GROUP, INC.,**      a      Pennsylvania corporation (“Healthcare”); **HCSG,      INC.,**      a      Massachusetts corporation (“Merger Sub”); **HCSG      MERGER, LLC**,      a      Massachusetts limited liability company (“HCSG”); **SUMMIT      SERVICES GROUP, INC.,**      a      Massachusetts corporation (“Summit”); **JOSEPH      S. CUZZUPOLI**      (“Cuzzupoli”), a resident of Massachusetts; **JOHN A.      BULLOCK**      (“Bullock”), a resident of Massachusetts; **LAWRENCE      G. FRENI**      (“Freni”), a resident of Massachusetts; **WELLFLEET      CAPITAL PARTNERS**,      **INC.**,      a      Massachusetts corporation (“Wellfleet”); **NAVONE      INVESTMENTS, LLC**,      a      Delaware limited liability company (“Navone”); **THOMAS      G. HIXON**      (“Hixon”), a resident of Mississippi; **S**.      **KEITH      PRITCHARD**      (“Pritchard”), a resident of Colorado; and **P.      H. BENJAMIN CHANG**      (“Chang”), a resident of Massachusetts. Cuzzupoli, Bullock, and Freni are      sometimes referred to in this Agreement individually as an “Insider Shareholder”and collectively as the “Insider Shareholders.” Cuzzupoli, Bullock, Freni,      Wellfleet, and Navone are sometimes referred to in this Agreement individually      as a “Summit Shareholder” and collectively as the “Summit      Shareholders.” **BACKGROUND** A.  Healthcare  and Summit are each in the business of providing housekeeping, laundry, and  food services to long-term healthcare facilities. B.  Merger      Sub and HCSG are newly-formed, wholly-owned subsidiaries of      Healthcare. C.  All      of      the issued and outstanding shares of capital stock of Summit (collectively,      the“Summit Shares”) are held of record and beneficially as follows:   Number                and Kind of Shares(i)Cuzzupoli115,552 –                Common                Stock(ii)Bullock94,543                – Common Stock(iii)Freni11,905                – Common Stock(iv)Wellfleet8,000                – Common Stock(v)Navone138,500                – Series A Convertible Preferred                Stock 
 D.  Wellfleet  and Navone are investors in Summit and are not actively involved in its management.   E.  Hixon      and      Pritchard are the controlling parties of Navone and Chang is the controlling      party of Wellfleet, and, as such, each is executing this Agreement. Hixon,      Pritchard, and Chang shall be bound only by the provisions of Sections 1,      6, 8, 9, 11, 12, 15, 16 and 17 of this Agreement. F.  Healthcare      desires to acquire Summit by (a) a merger (the “First Merger”) of Merger Sub      with and into Summit, with Summit being the surviving entity, and (b)      immediately after the consummation and effectiveness of the First Merger, a      merger (the “Second Merger”) of Summit with and into HCSG, with HCSG being the      surviving entity (the First Merger and the Second Merger are sometimes      hereinafter collectively referred to as the “Merger”). The transaction is      intended to qualify as a “single integrated transaction” qualifying as a      reorganization under Internal Revenue Service Code Section 368(a)(1)(A) in      accordance with Rev. Rul. 2001-46, 2001-42 IRB 421. G.  Healthcare      and Summit entered into a Confidentiality Agreement made as of June 28,      2006. H.  The      consideration to be paid by Healthcare to the Summit Shareholders in the Merger      (the “Merger Consideration”) shall be Seventeen Million Two Hundred Thousand      Dollars ($17,200,000) of which (i) Nine Million Four Hundred Fifty Nine Thousand      Nine Hundred Eighty-Eight Dollars ($9,459,988) shall be payable in cash (the      “Cash Merger Consideration”), and (ii) Seven Million Seven Hundred Forty      Thousand and Twelve Dollars ($7,740,012) shall be payable by the issuance of      shares (the “Stock Merger Consideration”) of Healthcare common stock, $.01 par      value per share (the “Healthcare Common Stock”), valued at Twenty-One Dollars      ($21.00) per share, subject to the provisions of Section 14.  2
 I.  Immediately  following the consummation of the Merger, Healthcare shall lend to Summit up  to an aggregate amount of Three Hundred Thousand Dollars ($300,000) (the “Bonus  Employees Loan”) which will be used to provide cash bonuses (collectively,  the “Summit Bonuses”) to a limited number of key employees of Summit  who are not shareholders of Summit and who will be selected by Mr. Cuzzupoli,  the President of Summit and are listed on Schedule  9.3.2  (such key employees, the “Summit Bonus Employees”).     J.  An  issue exists regarding whether Summit is liable for certain unpaid sales, use  and/or gross receipts taxes owing to certain states (all of such unpaid sales  taxes, together with all interest and penalties in connection therewith, the  “Unpaid State Sales Taxes”). In order to ensure payment of all or  a portion of the Unpaid State Sales Taxes, the Summit Shareholders have agreed  that the sum of One Million Seven Hundred Sixty-Four Thousand Seventy-Seven  Dollars ($1,764,077) shall be set aside and deducted from the Cash Merger Consideration  (in the aggregate, the “Escrowed Cash Merger Consideration”) and  held in escrow in accordance with the terms of the Settlement and Escrow Agreement  attached hereto as Exhibit  “A-1”  (the “Escrow Agreement”).     K.  Summit  is a party to a certain lease with 265 Winter Street LLC for office space located  at 265 Winter Street, Waltham Massachusetts (the “Waltham Lease”).  In connection therewith, Cuzzupoli has agreed to indemnify Healthcare and Summit  for all liabilities arising under the Waltham Lease pursuant to the terms of  the Waltham Lease Indemnification Agreement attached hereto as Exhibit  “A-2”  (the “Waltham Lease Indemnification Agreement”).      L.  The      Merger Consideration shall be distributed to the Summit Shareholders in      accordance with the schedule set forth on Exhibit      “B”      attached      hereto. 3
 **AGREEMENT** NOW,      THEREFORE, in consideration of the premises and of the mutual covenants      hereinafter set forth, the parties hereto, intending to be legally bound, hereby      agree as follows: 1.  Incorporation  of Background.  The Background to this Agreement is incorporated into and made part of this  Agreement.     2.  Merger.     2.1 The  Merger.  On the Closing Date (as defined in Section 9), Merger Sub shall be merged  with and into Summit, and immediately thereafter, Summit shall be merged with  and into HCSG. As a result of the First Merger, the separate corporate existence  of Merger Sub shall cease and Summit shall continue as the surviving corporation  of the First Merger (“First Survivor”), and as a result of the Second  Merger, the separate corporate existence of Summit shall cease and HCSG shall  continue as the surviving entity (“Second Survivor”). 2.2  Effective  Time.  Articles of Merger (the “Articles of Merger”) shall be duly executed  by Merger Sub and Summit, and Articles of Merger and a Certificate of Merger  (collectively, the “Second Merger Certificates”) shall be duly executed  by Summit and HCSG, and on the Closing Date (as defined in Section 9.1), the  Articles of Merger and the Second Merger Certificates (in that order) shall  be respectively filed with the Secretary of State of the Commonwealth of Massachusetts.  The date and time the Merger becomes effective under Massachusetts law is referred  to in this Agreement as the “Effective Time.”  The parties had agreed in principle on or before August 31, 2006 to substantially  all of the material terms and conditions related to the economic and business  aspects of the Merger. 2.3  Effect  of the Merger.  At the Effective Time, (a) the effect of the First Merger shall be as provided  in this Agreement, the Articles of Merger, and the applicable provisions of  the Massachusetts Business Corporation Law, and (b) the effect of the Second  Merger shall be as provided in this Agreement, the Second Merger Certificates  and the Massachusetts Business Corporation Law and the Massachusetts Limited  Liability Company Act. Without limiting the generality of the foregoing, at  the Effective Time, (i) with respect to the First Merger, all the property,  rights, privileges, powers, and franchises of Summit and Merger Sub shall vest  in First Survivor, and all debts, liabilities, and duties of Summit and Merger  Sub shall become the debts, liabilities, and duties of First Survivor, and (ii)  with respect to the Second Merger, all the property, rights, privileges, powers,  and franchises of Summit and HCSG shall vest in Second Survivor, and all debts,  liabilities, and duties of Summit and HCSG shall become the debts, liabilities,  and duties of Second Survivor. 4
 2.4  Constituent  Documents.  At the Effective Time, (a) the Summit Articles of Organization (as defined in  Section 3.1(a)(ii)(B)) and Summit’s Bylaws as in effect immediately prior  to the Effective Time, respectively, shall be the Articles of Organization and  Bylaws of First Survivor, and (b) HCSG’s Operating Agreement as in effect  immediately prior to the Effective Time and in the form of Exhibit  “D”  attached hereto, as amended by the Second Merger Certificates, shall be the  operating agreement of Second Survivor (the “Operating Agreement”). 2.5  Directors  and Officers.  (a) With respect to the First Merger, the directors of Merger Sub immediately  prior to the Effective Time shall be the directors of First Survivor, each to  hold office in accordance with the Articles of Organization and Bylaws of First  Survivor, and the officers of Merger Sub immediately prior to the Effective  Time shall be the officers of the Surviving Corporation, each to hold office  in accordance with the Articles of Organization and Bylaws of the Surviving  Corporation, and (b) with respect to the Second Merger, the directors of HCSG  immediately prior to the Effective Time shall be the directors of Second Survivor,  each to hold office in accordance with the Operating Agreement, and the officers  of HCSG immediately prior to the Effective Time shall be the officers of Second  Survivor, each to hold office in accordance with the Operating Agreement. 5
 3.  Conversion  of Securities; Exchange of Certificates. 3.1  Conversion  of Securities.   (a) At      the      Effective Time, by virtue of the First Merger and without any action on the      part      of Merger Sub, Summit, Healthcare or the Summit Shareholders: (ii)  Conversion  Generally.     (A)  The      shares of Summit common stock, no par value per share (the “Summit Common      Stock”) included in the Summit Shares which are issued and outstanding      immediately prior to the Effective Time shall be converted into the right to      receive the applicable Cash Merger Consideration and Stock Merger Consideration      as described on Exhibit      “B”      attached hereto. (B)  Notwithstanding  anything to the contrary set forth in Summit’s Articles of Organization,  as amended, in effect immediately prior to the Effective Time (the “Summit  Articles of Organization”), or that certain Redemption Agreement, dated  June 30, 2005, between Summit and Navone, the shares of Summit Series A  Convertible Preferred Stock, no par value per share (the “Summit Preferred  Stock”) included in the Summit Shares which are issued and outstanding  immediately prior to the Effective Time shall be converted into the right to  receive the applicable Cash Merger Consideration and Stock Merger Consideration  as described on Exhibit “B”  attached hereto. At      the      Effective Time, all shares of capital stock of Summit shall no longer be      outstanding and shall automatically cease to exist and each certificate      previously representing any such shares shall thereafter represent only the      right to receive the applicable portion of the Merger      Consideration. (iii)  Cancellation  of Certain Shares. Each share of Summit capital stock held, immediately  prior to the Effective Time, by Summit, Healthcare, or Merger Sub, shall be  canceled and extinguished without any conversion thereof, and no payment shall  be made with respect thereto.  6
 (iv)  Capital  Stock of Merger Sub.  At the Effective Time, each share of capital stock of Merger Sub that is issued  and outstanding immediately prior to the Effective Time will, by virtue of the  First Merger and without further action on the part of Healthcare, as the sole  stockholder of Merger Sub, be converted into and become one share of common  stock of First Survivor (and such share of First Survivor into which the shares  of Merger Sub capital stock are so converted shall be the only share of First  Survivor’s capital stock that is issued and outstanding immediately after  the Effective Time). The certificate evidencing ownership of shares of Merger  Sub capital stock will evidence ownership of such share of common stock of First  Survivor.     (b) At      the      Effective Time, by virtue of the Second Merger and without any action on the      part of Summit, HCSG or Healthcare, each share of capital stock of First      Survivor that is issued and outstanding immediately prior to the Effective      Time      will, by virtue of the Second Merger and without further action on the part      of      Healthcare, as the then sole stockholder of First Survivor, be converted into      and become one unit of membership interest of Second Survivor. The certificate      evidencing ownership of shares of First Survivor capital stock will evidence      ownership of such unit of membership interest of Second Survivor. 3.2  Exchange  of Certificates. (a)           Exchange          Procedures. (i) At      the      Effective Time, with respect to the First Merger, Healthcare will deliver to      each Summit Shareholder his or its applicable portion of the Stock Merger      Consideration. (ii) Each      Summit Share issued and outstanding immediately prior to the Effective Time      shall be deemed at all times from and after the Effective Time to represent      only      the right to receive the Merger Consideration into which each such Summit share      is converted in the First Merger in accordance with Section 3.1(a). No      interest shall be paid or accrue on any Merger Consideration. 7
 (b) Cash      Payment.      At the      Effective Time, Healthcare shall pay to each Summit Shareholder his or its      applicable portion of the Cash Merger Consideration, and deduct therefrom and      deposit with Freni and Richard Hudson, a representative of Healthcare      (“Hudson”), as the escrow agents (the “Escrow Agents”) under the Escrow      Agreement, the applicable portions of the Escrowed Cash Merger Consideration      to      be held in escrow pursuant to the Escrow Agreement, all in accordance with      the      schedule set forth on Exhibit      “B”      attached hereto. (c) Further      Rights in Summit Shares.      Subject      to the rights of the Summit Shareholders under Section 14, all Merger      Consideration issued and paid upon conversion of the Summit Shares in accordance      with the terms of this Agreement shall be deemed to have been issued and paid      in      full satisfaction of all rights pertaining to such Summit Shares. 3.3 Share  Transfer Books.  At the Effective Time, the share transfer books of Summit shall be closed and,  thereafter, there shall be no further registration of transfers of shares of  Summit Common Stock and Summit Preferred Stock theretofore outstanding on the  records of Summit. From and after the Effective Time, the holders of certificates  representing Summit Shares outstanding immediately prior to the Effective Time  shall cease to have any rights with respect to such Summit Shares, except as  otherwise provided in this Agreement or by applicable laws. 8
  4. Representations  and Warranties of Insider Shareholders with Respect to Summit.  As a material inducement to Healthcare to enter into this Agreement and to consummate  the Merger, each Insider Shareholder, severally and not jointly, makes the following  representations and warranties to Healthcare: 4.1 Corporate  Status, Outstanding Stock. 4.1.1 Corporate      Status and Outstanding Stock.      Summit      is a corporation duly organized, validly existing, and in good corporate      standing under the laws of the Commonwealth of Massachusetts, has the power      and      authority to own its properties and to carry on its business as it is now being      conducted, and is duly qualified to do business as a foreign corporation in      the      jurisdictions in which the failure to be so qualified would have a material      adverse effect on the business, assets, condition (financial or otherwise),      or      operations of Summit, which states in which Summit is so qualified are specified      in Schedule      4.1.1.(a).      Summit      has an authorized capital consisting of (a) Five Hundred Thousand (500,000)      shares of Summit Common Stock, and (b) One Hundred Fifty Thousand (150,000)      shares of Summit Preferred Stock, the issued and outstanding shares of which      are      as described in Section C of the Background to this Agreement. All of the issued      and outstanding shares of Summit Common Stock and Summit Preferred Stock are      validly issued, fully paid, and non-assessable. Except as described onSchedule      4.1.1.(b),      there      are no shares of Summit’s capital stock held in its treasury. Except as      described on Schedule      4.1.1.(c),      there      are no options, warrants, rights, shareholder agreements, or other instruments      or agreements outstanding giving any person or entity the right to acquire      any      shares of capital stock of Summit, nor are there any commitments to issue or      execute any such options, warrants, rights, shareholder agreements, or other      instruments or agreements. There are no outstanding stock appreciation rights      or      similar rights measured with respect to Summit’s capital stock nor are there any      instruments or agreements giving anyone the right to acquire any such rights.      The minute books and stock records of Summit are complete and accurate in all      material respects and all signatures included therein are the genuine signatures      of the persons indicated as signing. True, correct, and complete copies of      Summit’s minute books and stock records, including the Summit Articles of      Organization and By-Laws and all amendments to both, have been delivered to      Healthcare. Except as described on Schedule      4.1.1.(d),      Summit      is not in default under or in violation of any provision of the Summit Articles      of Organization or its By-Laws. 9
 4.2. Due  Authorization and Validity of Agreement.  The execution, delivery, and performance of this Agreement have been duly authorized  by all necessary corporate action on behalf of Summit. This Agreement constitutes  the valid and binding obligation of Summit and the Insider Shareholders enforceable  against them in accordance with its terms, except as enforceability may be limited  by bankruptcy, insolvency, moratorium, and other similar laws affecting creditors’  rights generally and by general principles of equity, whether considered in  a proceeding at law or in equity. 4.3. Officers,  Directors, Bank Accounts, etc.  Schedule  4.3  discloses all directors and officers of Summit; all bank accounts and safe deposit  boxes of Summit; and all persons authorized to sign checks drawn on such accounts  and have access to such safe deposit boxes. 4.4. Subsidiaries  and Joint Ventures.  There is no corporation or other entity in which Summit owns, directly or indirectly,  a controlling interest or a majority of the outstanding shares or other equity  interest issued by such corporation or entity, nor does Summit own any other  capital stock, security, partnership interest, or other interest of any kind,  either direct or indirect, in any corporation, partnership, joint venture, association,  or other entity. 4.5. Financial  Statements.  The balance sheets of Summit as of December 27, 2003, December 25, 2004, and  December 31, 2005, and the related statements of operations, stockholders’  equity, and cash flows for the years then ended (collectively the “Year-End  Financial Statements”), and the balance sheet of Summit as of June 30,  2006, and the related statements of operations, stockholders’ equity,  and cash flow for the six-months then ended (the “June 30, 2006 Financial  Statements”), copies of all of which are attached as Schedule  4.5.,  were prepared in conformity with accounting principles generally accepted in  the United States of America (“GAAP”), except, in the case of the  June 30, 2006 Financial Statements, for the absence of footnotes and year-end  adjustments. The Year-End Financial Statements were audited by BDO Seidman,  LLP, certified public accountants, whose reports are included with such financial  statements. The June 30, 2006 Financial Statements are true and correct in all  material respects and fairly present the financial condition and results of  operation of Summit as of June 30, 2006 and for the six months then ended. 10
 4.6 Summit  Loans.  Summit has a working capital loan and an equipment loan (the “Siemens  Debt”) from Siemens Capital, the aggregate outstanding balance of which  as of June 30, 2006 was Six Million Six Hundred Forty Thousand Two Hundred  Sixty-Six Dollars ($6,640,266). Summit also has a loan from Hixon (the “Hixon  Debt”), the outstanding balance of which as of June 30, 2006 was  One Hundred Fifty One Thousand Four Hundred Seventy Dollars ($151,470). The  Siemens Debt and the Hixon Debt, together with all amounts owing by Summit to  Boston Private Bank & Trust Company under that certain letter agreement  dated May 31, 2006, are hereinafter collectively referred to as the “Summit  Loan Obligations.” The  aggregate amounts of the respective Summit Loan Obligations outstanding as of  the Closing Date are set forth on Schedule  4.6. 4.7 Leases. 4.7.1. Summit      has no interest in any real estate, except for those leases disclosed onSchedule      4.7.1      (the“Leases”). 4.7.2. Schedule      4.7.1      includes      a description of all Leases, including for each its date, the name of the      landlord (and owner if different than the landlord), the name of the lessee      and      any sublessee, the location and use of the property, the monthly base rental      payment, any scheduled or formula increases in base rent, the lease expiration      date, and all options to renew; 4.7.3. Summit      has delivered to Healthcare true and complete copies of all Leases, all      amendments and supplements thereto, and all such non-disturbance agreements      relating thereto; 4.7.4. except      as      disclosed on Schedule      4.7.4,      Summit      has not assigned any Lease or any interest therein or subleased any portion      of      the properties subject to any Lease; 11
 4.7.5. each      Lease is in full force and effect; 4.7.6 Summit      is      not, and, to the actual knowledge of the Insider Shareholders, each landlord      under any Lease is not in default under any Lease, and no event has occurred      which, with the giving of notice or passage of time or both, would constitute      a      default by Summit or, to the actual knowledge of the Insider Shareholders,      any      landlord under any Lease; and 4.7.7 neither      the execution or performance of this Agreement, nor the consummation of any      of      the transactions contemplated herein, will result in a breach of or constitute      a      default under any of the Leases. 4.8 Personal  Property. 4.8.1. Except      as      disclosed on Schedule      4.8,      (i) to      the actual knowledge of the Insider Shareholders, Summit has good, valid, and      marketable title to all tangible personal property reflected on the June 30,      2006 Financial Statements and to all other personal property owned by it, free      and clear of all liens, mortgages, pledges, security interests, restrictions,      prior assignments, licenses to third parties, encumbrances, and claims of every      kind or character, and (ii) all equipment, furniture and fixtures, and other      tangible personal property of Summit is in good operating condition and repair,      reasonable wear and tear excepted, and except as aforesaid, does not require      any      repairs other than normal routine maintenance to maintain such property in      good      operating condition and repair. 4.8.2. The      name“Summit Services Group” (the “Mark”) is the only trademark which is used by      Summit in the operation of its business. No claim has been asserted against      Summit involving any conflict or claim of conflict of the Mark with the marks      of      others or asserting any rights in the Mark. The Insider Shareholders have no      actual knowledge of any basis for any such claim of conflict. To the actual      knowledge of the Insider Shareholders, Summit is the sole and exclusive owner      of      the Mark and has the sole and exclusive right to use the Mark. Within the past      five (5) years, Summit has not done business under, and has not been known      by,      any name other than the Mark. 12
 4.9 Service  Agreements.  There are listed on Schedule  4.9: (a) the      service agreements under which Summit furnished its services as of June 30,      2006      (“Service Agreements”); (b) the      controlling entity/management company of the Facility; (c)          the          address of each Facility to which services are furnished;          and (d)          the          currently agreed to monthly billing amount. Each      Service Agreement is in substantially the form attached hereto as Exhibit      “E”,      and no      material changes to the form have been made to any Service      Agreement. 4.10. Accounts  Receivable.  Each of the accounts receivable included in the June 30, 2006 Financial  Statements constitutes a valid claim in the full amount thereof and was acquired  in the ordinary course of business. No account debtor has any valid set-off,  deduction, or defense with respect thereto, except as set forth on Schedule  4.10,  and no account debtor has asserted any such set-off, deduction, or defense against  any single invoice that has been billed to it for an amount in excess of One  Thousand Dollars ($1,000.00). The reserve for doubtful accounts reflected on  the June 30, 2006 Financial Statements has been properly determined in accordance  with GAAP applied on a basis consistent with prior periods. 4.11. Insurance.  Summit maintains insurance policies bearing the numbers, for the terms, with  the companies, in the amounts, having the named insureds, providing the general  coverage, and with the premiums disclosed on Schedule  4.11.  All of such policies are in full force and effect. Summit is not in default  of any provision thereof and all premiums due with respect to such policies  have been paid. Summit has not received notice from any issuer of any policy  issued to it of the insurer’s intention to cancel or refusal to renew  any such policy issued by such insurer. True, correct, and complete copies of  all such policies have been delivered to Healthcare. 4.12 No  Unrecorded Liabilities.  As of June 30, 2006, Summit has recorded all material liabilities required  to be recorded under GAAP applied on a basis consistent with prior periods,  and has no material liabilities except as and to the extent listed in the June 30,  2006 Financial Statements, disclosed in Schedule  4.12,  or as incurred since June 30, 2006 in the ordinary course of business.13
 4.13. Service  Agreements, Leases, and Other Commitments. 4.13.1. Summit      is      not a party to or bound by any material written, oral, or implied contract,      agreement, lease, power of attorney, guaranty, surety arrangement, or other      commitment, including but not limited to any contract or agreement for the      purchase or sale of merchandise, equipment, or for the rendition of services,      except for the following (which are hereinafter collectively called the “Summit      Agreements”): 4.13.1      (a) Service      Agreements described on Schedule      4.9      which      are in effect effect as of the date of this Agreement; 4.13.1      (b) Leases      described on Schedule      4.7.1; 4.13.1      (c) Agreements,      documents, and instruments with respect to the Summit Loan Obligations listed      on      Schedule 4.13.1(c);      and 4.13.1      (d) other      commitments involving a maximum possible liability or obligation per agreement      on the part of Summit of more than Twenty Thousand Dollars ($20,000.00), and      such other equipment leases, automobile leases and other contracts and      agreements (collectively, the “Other Agreements”), all as described onSchedule      4.13.1(d). True,      correct, and complete copies of all of the Leases and Other Agreements      (including all amendments thereto), have been delivered to Healthcare.      Healthcare has been given full access to all of the Service      Agreements. 4.13.2 Full      Force and Effect.      All of      the Summit Agreements are in full force and effect and are valid, binding,      and      enforceable against the respective parties thereto in accordance with their      respective terms, except as enforceability may be limited by bankruptcy,      insolvency, moratorium, and other similar laws affecting creditors’ rights      generally and by general principles of equity, whether considered in a      proceeding at law or in equity. Except as disclosed on Schedule      4.13.2,      Summit      and, to the actual knowledge of the Insider Shareholders, all other parties      to      all of the Summit Agreements, have performed all material obligations required      to be performed to date under the Summit Agreements, and neither Summit nor,      to      the actual knowledge of the Insider Shareholders, any such other party is      materially in default or in arrears under the terms thereof, and no condition      exists or event has occurred which, with the giving of notice or lapse of time      or both, would constitute a default thereunder. Except as disclosed onSchedule      4.13.2,      the      execution and delivery of this Agreement, the consummation of the transactions      provided for herein, and the fulfillment of the terms hereof by Summit, does      not      and will not, with or without the giving of notice, the lapse of time, or both,      result in the breach of any of the terms and provisions of, or constitute a      default under, or conflict with, or cause any acceleration of, any obligation      of      Summit under any Summit Agreement. Except as specifically disclosed onSchedule      4.13.2**,**      the      Insider Shareholders have not been advised by any party to a Summit Agreement      of      its intention to terminate or materially amend any Summit Agreement or, if      Summit intends to request a renewal of same, of any intention to refuse to      renew      the same upon expiration of its term.14
 4.13.3. There      are      no outstanding written and oral guaranties made by Summit, which, if accepted,      would or could impose any debts, obligations, or liabilities upon      Summit. 4.14. Collective  Bargaining Agreements and Other Employee Matters.  Except as disclosed on Schedule  4.14,  Summit: 4.14.1. is      not a      party to any collective bargaining agreement; 4.14.2. is      not a      party to any written or oral employment agreement, consulting agreement, or      agreement to receive personal services, other than oral agreements at will      or      which are terminable on not more than thirty (30) days prior      notice; 4.14.3. does      not      maintain any pension and/or retirement plan for any of its      employees;15
 4.14.4. has      not      engaged in any transaction prohibited by any law relating to employees or      employment relationships; and 4.14.5 is      not in      arrears or default in payment of any obligation with respect to wages, fringe      benefits, bonuses, overtime, sick pay, severance pay, improper discharge,      vacation pay, time off, insurance premiums, or any other amounts due to      employees or due to any plan or arrangement for the benefit of employees, and      all amounts required to be accrued for such purposes as of June 30, 2006 under      GAAP have been reflected as accruals on the June 30, 2006 Financial      Statements. 4.15. Litigation.  * *Except  as disclosed on Schedule  4.15,  Summit is not a party to or, to the actual knowledge of the Insider Shareholders,  threatened, with any suit, action, arbitration, or administrative or other proceeding,  either at law or in equity, or governmental investigation, by or before any  court, governmental department, commission, board, agency or instrumentality,  domestic or foreign. To the actual knowledge of the Insider Shareholders, there  is no basis for any suit, action, arbitration, or administrative or other proceeding  against Summit which would, individually or in the aggregate, have a material  adverse effect on the business, assets, condition (financial or otherwise) or  operations of Summit. There is no judgment, decree, award, or order outstanding  against Summit. Summit is not contemplating the institution by it of any suit,  action, arbitration, administrative, or other proceeding. 4.16. Conflicting  Interests.  Except as disclosed on Schedule  4.16,  no director, officer, or employee of Summit and no Summit Shareholder or relative  or affiliate of any of the foregoing (a) has any pecuniary interest in any supplier  or customer of Summit or in any other business enterprise with which Summit  conducts business or with which Summit is in competition; (b) is indebted to  Summit for money borrowed; (c) is a party to any transaction or agreement with  Summit (apart from such person’s status as an employee or stockholder  as such); or (d) has any business or other interest in conflict with the interests  of Summit.16
 4.17. Compliance  with Law and Regulations.  * *Summit  is in compliance in all material respects, and has at all times during the past  five (5) years complied in all material respects, with all requirements of law,  federal, state, and local, and all requirements of all governmental bodies or  agencies having jurisdiction over it, the conduct of its business, the use of  its properties and assets, and all premises occupied by it. Without limiting  the foregoing, Summit has obtained and now holds all material licenses, permits,  certificates, and authorizations needed or required for the current conduct  of its business and the use of its properties and the premises occupied by it.  Summit has properly filed all material reports and other documents required  to be filed with any federal, state, local, and foreign government or subdivision  or agency thereof. Summit has not received notice from any federal, state, or  local authority or any insurance or inspection body that any of its properties,  facilities, equipment, or business procedures or practices fail to comply with  any applicable law, ordinance, regulation, building, or zoning law, or requirement  of any public authority or body. Summit has never received any notice from any  governmental authority or third party of any liability or condition that could  lead to exclusion from the Medicare, Medicaid, or similar government programs. 4.18. Agreement  Not in Breach of Other Instruments Affecting Summit; Governmental Consents.  * *Except  as disclosed on Schedule  4.18.,  the execution and delivery of this Agreement, the consummation of the transactions  provided for herein, and the fulfillment of the terms hereof by Summit: (a)  will not, with or without the giving of notice, the lapse of time, or both,  result in the imposition of any lien, security interest, or encumbrance on any  asset of Summit or in the breach of any of the terms and provisions of, or result  in a termination, impairment, or modification of, or constitute a material default  under, or conflict with, or cause any acceleration of any obligation of Summit  under, or permit any other party to modify or terminate, any agreement, indenture,  or other instrument by which Summit is bound, or any of the Summit Articles  of Organization or Bylaws, any judgment, decree, order, or award of any court,  governmental body, or arbitrator, or any applicable law, rule or regulation,  (b) do not require the consent of any governmental authority or other person,  and (c) will not result in any material limitation or restriction of any right  of Summit.17
  4.19. Tax  Matters.4.19.1. “Taxes”      shall mean any tax (whether income, excise, customs, sales or use, value added,      ad valorem, real or personal property, license, transfer, employment, social      security or any other kind of tax or payment in lieu of tax no matter how      denominated), or any assessment, levy, impost, withholding, or other      governmental charge in the nature of a tax, and shall include all additions      to      tax, interest, penalties, and fines with respect thereto; and “Returns” shall      mean all reports, estimates, information statements, and returns of any nature,      including amended versions of any of the foregoing, relating to or required      to      be filed in connection with any Taxes pursuant to the statutes or regulations      of      any federal, state, local, or foreign government taxing authority.4.19.2. Summit      has filed all Returns that are required to be filed by it on or prior to the      date of this Agreement. All such Returns are true, correct, and complete in      all      material respects as of their respective filing dates. All Taxes for which      Summit is liable and that are due in respect of periods on or prior to the      date      of this Agreement (including, without limitation, Taxes shown to be due on      all      filed Returns) have been paid and all Taxes that are required to be withheld      or      collected by Summit in respect of periods on or prior to the date of this      Agreement have been duly withheld and collected and, to the extent required,      have been paid to the appropriate governmental authority or properly deposited      as required by applicable law, rule or regulation.4.19.3 Except      as      disclosed on Schedule      4.19.3,      no      taxing authority has asserted or, to the actual knowledge of the Insider      Shareholders, threatened to assert, any adjustment, deficiency, or assessment      for any Taxes against Summit, and no basis exists for any such adjustment,      deficiency, or assessment. There is no audit or investigation pending or, to      the      actual knowledge of the Insider Shareholders, threatened, by any taxing      authority with respect to any liability for Taxes of Summit. 18
  4.19.4. There      are      no currently outstanding requests made by Summit for tax rulings,      determinations, or information that could affect the Taxes of Summit payable      in      respect of periods on or prior to the date of this Agreement.4.19.5. Schedule      4.19.5      contains      a list of all Returns filed with respect to Summit for taxable years ended      on      December 27, 2003, December 25, 2004, and December 31, 2005. Summit has      delivered to Healthcare complete and accurate copies of all such      Returns.4.19.6. Summit      has not been obligated to deduct and withhold Taxes under Section 1441 of the      Internal Revenue Code (the “Code”).4.19.7. Except      for and in respect of the Summit Bonuses, Summit is not a party to any agreement      or arrangement that would result in the payment of any “excess parachute      payment” within the meaning of Section 280G of the Code.4.19.8. Summit      has not been a United States real property holding corporation within the      meaning of Section 897(c)(2) of the Code during the applicable period specified      in Section 897(c)(1)(A)(ii) of the Code.4.20. Absence  of Certain Actions.  Except as set forth on Schedule  4.20,  since June 30, 2006, Summit:4.20.1. has      not      taken any action outside of the ordinary and usual course of      business;4.20.2. has      not      increased its Summit Loan Obligations;4.20.3.       has not      become contingently liable for any obligation or liability of      others;4.20.4. has      paid      all of its material debts and obligations as they became due;4.20.5. has      not      incurred any material debt, liability, or obligation of any nature to any party      except for obligations arising from the purchase of goods or the rendition      of      services in the ordinary course of business;4.20.6. has      not      waived any right of material value;19
  4.20.7. has      used      its reasonable commercial efforts to preserve its business organization intact,      to keep available the services of its employees, and to preserve its      relationships with its customers, suppliers, and others with whom it      deals;4.20.8. has      not      lost the services of any regional manager, vice president, or executive      officer;4.20.9. has      not      been cancelled from any Service Agreement that was in effect as of June 30,      2006; and4.20.10.      has not purchased or redeemed any shares of its capital stock, or transferred,      distributed or paid, directly or indirectly, any money or other property or      assets to any stockholder or to any other person, other than payment of      liabilities included in the June 30, 2006 Financial Statements on or after      the      scheduled maturity or due date thereof, payment of compensation to shareholders      and/or officers for services actually rendered at rates not in excess of the      rates as reflected in the June 30, 2006 Financial Statements, and payments      in      the ordinary course of business for goods and services in arm’s length      transactions.4.21. No  Material Adverse Change.  Since June 30, 2006, there has not been any material adverse change in the financial  condition, business, or affairs of Summit or any material physical damage or  loss to any of Summit’s properties or assets or to the premises occupied  by Summit (whether or not such damage or loss is covered by insurance).4.22. Environmental  Matters.4.22.1. Summit      has complied in all material respects with all applicable legal requirements      of      any nature concerning the protection of human health, safety, or the      environment, including, without limitation, requirements concerning discharges      to the air, soil, surface water, or ground water and concerning the generation,      storage, treatment, disposal, or remediation of any waste (collectively,“Environmental Law”), and for dealing with, storage, treatment, and disposal of“hazardous substances,” “pollutants,” “contaminants,” or similarly described      materials, as those terms are defined under any Environmental      Law.20
  4.22.2. Summit      owns no property that contains hazardous substances, pollutants, or contaminants      as defined under any Environmental Law, polychlorinated biphenyls, asbestos,      radon exceeding the action level established by the Environmental Protection      Agency, urea formaldehyde foam insulation, or hazardous substance storage      tanks.4.22.3. Summit      has never received any notice from any governmental authority or third party      of      any liability or condition that could give rise to a liability or an obligation      on the part of Summit to take remedial action or file reports under any      Environmental Law.4.23. No  Broker or Finder.  None of Summit or the Insider Shareholders has incurred any obligation, contingent  or otherwise, to a broker, finder, agent, or other intermediary for introducing  the parties in connection with or otherwise procuring this Agreement or the  transactions contemplated hereby.4.24. Statements  and Other Documents Not Misleading.  Neither this Agreement, including all Schedules and Exhibits hereto, nor any  other document, agreement or other instrument furnished by Summit or the Summit  Shareholders to Healthcare at the Closing in connection with the transactions  contemplated hereby, contains any untrue statement of any material fact or omits  to state any material fact necessary to be stated in order to make any statement  contained therein not misleading. There is no fact actually known to Summit  or to any Insider Shareholder which materially adversely affects Summit’s  business, financial condition, or affairs or any of its properties or assets  which has not been set forth in this Agreement, including the Schedules and  Exhibits hereto, or in the other documents furnished to Healthcare at the Closing  in connection with the transactions contemplated hereby.4.25. Loans  to Officers, Directors, and Shareholders.  Except as disclosed on Schedule  4.25,  immediately prior to the Closing, no officer, director, or shareholder of Summit  was indebted to Summit.21
  4.26. Unpaid  State Sales Taxes and Waltham Lease.  Notwithstanding anything to the contrary set forth in this Section 4 or elsewhere  in this Agreement, the Insider Shareholders expressly disclaim and disavow any  effect on the accuracy and completeness of the representations and warranties  set forth in this Section 4, including, without limitation, Sections 4.5,  4.12, 4.19, 4.20 and 4.21, which may be caused by the existence of the Unpaid  State Sales Taxes or the obligations and liabilities of Summit under and in  respect of the Waltham Lease (the “Waltham Lease Obligations”),  and all of such representations and warranties shall be read and construed without  regard to any such effect thereon caused thereby. The agreement of the parties  with respect to the Unpaid State Sales Taxes is solely covered by the terms  of the Escrow Agreement, and with respect to the Waltham Lease Obligations is  solely covered by the Waltham Lease Indemnification Agreement, which agreements  contain rights in favor and for the benefit of Healthcare (and Summit) which  shall be the sole and exclusive remedies of Healthcare (and Summit) with respect  thereto; it being expressly agreed that Healthcare shall have no right to bring  any claim for any breach of the representations and warranties set forth in  this Section 4 on account of or in any way relating to the Unpaid State  Sales Taxes or the Waltham Lease Obligations.5. Further  Representations and Warranties of the Summit Shareholders.  As a material inducement to Healthcare to enter into this Agreement and to consummate  the Merger, each Summit Shareholder, severally and not jointly, only as to himself  or itself, as the case may be, makes the following representations and warranties  to Healthcare:5.1.  Ownership  of Capital Stock of Summit.  Each Summit Shareholder owns the number of shares of Summit Common Stock or  Summit Preferred Stock, as the case may be, set forth opposite such Summit Shareholder’s  name in Section C of the Background to this Agreement. Except as disclosed on  Schedule 5.1,  each Summit Shareholder has good, marketable, and unencumbered title to such  shares, free and clear of all liens, security interests, pledges, claims, options,  and rights of others. 5.2. Authorization;  Valid and Binding Agreement.  This Agreement and the other documents and agreements to be executed and delivered  by each Summit Shareholder in connection herewith have been, in the case of  any Summit Shareholder which is an entity, duly authorized by all necessary  corporate or other action and have been or will be when executed and delivered  at or prior to the Closing, duly executed and delivered by each Summit Shareholder  and constitute, or will constitute when executed and delivered, the legal, valid,  and binding obligations of each Summit Shareholder, enforceable against him  or it in accordance with their terms, except as the enforceability hereof or  thereof may be limited by bankruptcy, insolvency, moratorium and other similar  laws affecting creditors’ rights generally and by general principles of  equity, whether considered in a proceeding at law or in equity. No approval  of any governmental body or governmental agency or other third party is required  for any Summit Shareholder to consummate the transactions contemplated hereby. 22
 5.3. Agreement  Not in Breach of Other Instruments Affecting the Summit Shareholders.  The execution and delivery of this Agreement, the consummation of the transactions  provided for herein, and the fulfillment of the terms hereof by each Summit  Shareholder do not and will not, with or without the giving of notice, the lapse  of time, or both, result in the breach of any of the terms and provisions of,  or constitute a default under, or conflict with, any agreement or other instrument  (including, without limitation, the Summit Articles of Organization and Bylaws)  by which such Summit Shareholder is bound, any judgment, decree, order, or award  of any court, governmental body, or arbitrator, or any law, rule or regulation  applicable to such Summit Shareholder.5.4. Shareholders’  Vote.  Each Summit Shareholder has voted his or its Summit Shares in favor of the Merger.5.5. No  Broker or Finder.  No Summit Shareholder has incurred any obligation, contingent or otherwise,  to a broker, finder, agent, or other intermediary for introducing the parties  in connection with or otherwise procuring this Agreement or the transactions  contemplated hereby.23
  6.  Representations  and Warranties of Hixon, Pritchard, and Chang.6.1.  Valid  and Binding Agreement.  Hixon, Pritchard, and Chang each represents and warrants severally, with respect  to himself only, that he has duly executed this Agreement and that this Agreement  constitutes his valid and binding obligation, enforceable in accordance with  its terms, except as enforceability may be limited by bankruptcy, insolvency,  moratorium, and other similar laws affecting creditors’ rights generally  and by general principles of equity whether considered in a proceeding at law  or in equity.7.  Representations  and Warranties of Healthcare.  As a material inducement to Summit, the Summit Shareholders and Hixon, Pritchard  and Chang to enter into this Agreement and to consummate the Merger, Healthcare  makes the following representations and warranties to Summit, the Summit Shareholders,  Hixon, Pritchard and Chang:7.1.  Corporate  Status and Authority; Outstanding Stock.  Healthcare is a corporation duly organized, validly existing, and in corporate  good standing under the laws of the Commonwealth of Pennsylvania, and has the  corporate power to consummate the Merger as contemplated hereunder. The authorized  capital stock of Healthcare consists of Thirty Million (30,000,000) shares of  Healthcare Common Stock. As of June 30, 2006, Twenty Eight Million Eight Hundred  Sixty-Six Thousand (28,866,000) shares were issued and outstanding. The execution,  delivery, and performance of this Agreement and the other documents and agreements  to be executed and delivered by Healthcare in connection herewith have been  duly authorized by all necessary corporate action on the part of Healthcare.  This Agreement constitutes, and all such other documents and agreements to be  executed and delivered by Healthcare will constitute, when so executed and delivered,  the valid and binding obligations of Healthcare, enforceable against it in accordance  with their respective terms, except as enforceability may be limited by bankruptcy,  insolvency, moratorium, and other similar laws affecting creditors’ rights  generally and by general principles of equity, whether considered in a proceeding  at law or in equity. No approval of any governmental body or governmental agency  or other third party is required for Healthcare to consummate the transaction  contemplated hereby. 24
  7.2.  Status  of Healthcare Stock.  The shares of Healthcare Common Stock included in the Stock Merger Consideration  to be issued pursuant to the terms of this Agreement will be duly authorized,  validly issued and outstanding, fully paid, and non-assessable.7.3.  Agreement  Not in Breach of Other Instruments Affecting Healthcare.  The execution and delivery of this Agreement, the consummation of the transactions  provided for herein, and the fulfillment of the terms hereof, by Healthcare,  do not and will not, with or without the giving of notice, the lapse of time  or both, result in the breach of any of the terms and provisions of, or constitute  a default under, or conflict with or cause any acceleration of any obligation  of Healthcare under, or permit any other party to modify or terminate, any agreement,  indenture or other instrument by which Healthcare is bound, or any of Healthcare’s  Articles of Incorporation or Bylaws, any judgment, decree, order or award of  any court, governmental body or arbitrator, or any applicable law, rule or regulation.7.4.  Financial  Statements.  The financial statements of Healthcare as of December 31, 2005, and the  fiscal year then ended, audited by Grant Thornton, LLP have been prepared in  conformity with GAAP. Since December 31, 2005, there has been no material  adverse change in the consolidated financial condition of Healthcare and its  subsidiaries.7.5.  Healthcare’s  SEC Filings.  Healthcare’s Report on Form 10-K for the year ended December 31,  2005, and Reports on Form 10-Q filed during calendar year 2006, are true, correct  and complete in all material respects and do not contain a misstatement of a  material fact or fail to state a material fact required to be stated therein  or necessary to make the statements made therein not misleading as of the dates  such filings were made. Healthcare has filed all documents required to be filed  by it with the SEC, each of which when so filed was true, correct and complete  in all material respects. 25
  7.6.  No  Broker or Finder; Purchase for Investment.  Healthcare has not incurred any obligation, contingent or otherwise, to a broker,  finder, agent or other intermediary for introducing the parties in connection  with or otherwise procuring this Agreement or the transactions contemplated  hereby. 7.7.  No  Material Adverse Change.  Since June 30, 2006, there has not been any material adverse change in the financial  condition, business, or affairs of Healthcare.7.8.   Statements  and Other Documents Not Misleading.  Neither this Agreement, including all Schedules and Exhibits hereto, nor any  other document, agreement or other instrument furnished by Healthcare to one  or more of the Summit Shareholders at the Closing in connection with the transactions  contemplated hereby, contains any untrue statement of any material fact or omits  to state any material fact necessary to be stated in order to make any statement  contained therein not misleading. There is no fact actually known to Healthcare  which materially adversely affects Healthcare’s business, financial condition,  or affairs or any of its properties or assets which has not been set forth in  this Agreement, including the Schedules and Exhibits hereto, or in the other  documents furnished to the Summit Shareholders at the Closing in connection  with the transactions contemplated hereby.8.  Continuation  and Survival of Representations and Warranties.  All representations and warranties contained herein shall survive the Closing  Date for a period of one (1) year, except that the representations and warranties  set forth in Sections 5 and 7.2 shall survive until the expiration of the  applicable statute of limitations. Each representation and warranty contained  herein is independent of all other representations and warranties contained  herein (whether or not covering an identical or a related subject matter) and  must be viewed independently and separately. Exceptions or qualifications to  any representations or warranties contained herein shall not be construed as  exceptions or qualifications to any other warranty or representation. No representation  or warranty contained herein shall be deemed to be waived, affected or impaired  by any investigation made by or knowledge of any party to this Agreement.26
  9. Closing.9.1.  Closing  Date.  The closing of the transactions provided for in this Agreement (the “Closing”)  shall take place simultaneously with the execution and delivery of this Agreement  (the “Closing Date”), and shall be deemed effective as of the Effective  Time.  The parties had agreed in principle on or before August 31, 2006 to substantially  all of the material terms and conditions related to the economic and business  aspects of the Merger.9.2. Deliveries  by the Summit Shareholders at Closing.  At the Closing, the Summit Shareholders will deliver or cause to be delivered  to Healthcare the following:9.2.1.  certificates      for the Summit Shareholders’ Shares, endorsed by the Summit Shareholders in      blank, or with stock transfer powers executed by the Summit Shareholders in      blank attached, with all required transfer tax stamps, if any,      affixed;9.2.2.  the      Certificate of the Clerk of Summit, dated the Closing Date, that all necessary      corporate action by the Summit Board of Directors and Summit Shareholders has      been taken to authorize the consummation by Summit of the transactions provided      for herein;9.2.3.  the      signed resignations of all directors of Summit dated and effective as of the      Closing Date;9.2.4.  the      stock      books and records, corporate minute books of Summit (containing the originals      of      all minutes and resolutions ever adopted or consented to or agreed to by the      Summit Shareholders, directors, or any committee of directors of Summit), and      the corporate seals of Summit;9.2.5.  the      favorable legal opinion of Bingham McCutchen LLP, counsel for the Summit      Shareholders and Summit, respectively, dated the Closing Date, in substantially      the form set forth in Exhibit      “F”      attached      hereto.9.2.6.  a      legal      existence and corporate good standing certificate for Summit, and a certified      copy of the Summit Articles of Organization and all amendments thereto, issued      by the Secretary of State of the Commonwealth of Massachusetts and dated as      of a      date within five (5) days prior to the Closing Date;27
  9.2.7.  general      releases in favor of Summit executed by each Summit Shareholder and by each      Summit Director (to the extent not a Summit Shareholder) in the form attached      asExhibit      “G”      releasing Summit from all liability to such person.9.2.8.  certification      by each Summit Shareholder pursuant to the Foreign Investment Real Property      Tax      Act, in the form attached hereto as Exhibit      “H”;9.2.9.  the      employment agreements in the form of Exhibits      “I-1,” “I-2,” and “I-3”      executed      by Summit and by each of Cuzzupoli, Bullock, and Freni; 9.2.10.  the      Escrow Agreement duly executed and delivered by the Summit      Shareholders;9.2.11.  satisfactory      evidence that all indebtedness owing to Summit by any director, officer,      employee, or Summit Shareholder has been paid in full on or prior to the Closing      Date (other than indebtedness owing to Summit by Maggie Kagas and Edward      Dearborn as disclosed on Schedule      4.16);      and9.2.12.  the      Waltham Lease Indemnification Agreement, duly executed and delivered by      Cuzzupoli.9.3.  Deliveries  by Healthcare at Closing.  At the Closing, Healthcare will deliver or cause to be delivered to (or for  the benefit of) the Summit Shareholders the following:9.3.1.  the      Cash      Merger Consideration (less the Escrowed Cash Merger Consideration) by wire      transfer instructions furnished by the Summit Shareholders, and stock      certificates evidencing the Stock Merger Consideration; 9.3.2.  the      Bonus      Employees Loan to Summit to be used by Summit to pay the Summit Bonuses to      the      Summit Bonus Employees as described in Section I of the Background and as listed      on Schedule      9.3.2.;      provided that if a Summit Bonus Employee does not execute and deliver the a      Release of Rights in form and substance reasonably satisfactory to Healthcare,      the Bonus Employees Loan shall be reduced by the amount of the Summit Bonus      which would have been paid to such employee (it being agreed, however, that      if,      following the Closing Date, a Summit Bonus Employee so executes and delivers      such a Release of Rights, such employee will at such time receive the Summit      Bonus); 28
  9.3.3.  payment      and discharge in full of all of the Summit Loan Obligations;9.3.4.  a      legal      existence and corporate good standing certificate for Healthcare issued by      the      Secretary of State of the Commonwealth of Pennsylvania, and a copy of      Healthcare’s Articles of Incorporation and all amendments thereto certified by      the Secretary of Healthcare;9.3.5. the      Certificate of the Secretary of Healthcare, dated the Closing Date, that all      necessary corporate action by the Board of Directors of Healthcare has been      taken to authorize the consummation by Healthcare of the transactions provided      for herein; 9.3.6.  the      Escrow Agreement duly executed and delivered by Healthcare and Hudson;9.3.7.  the      delivery of the Escrowed Cash Merger Consideration to the Escrow Agents pursuant      to the terms of the Escrow Agreement; and9.3.8.  stamped      or certified copies of the Articles of Merger and Second Merger Certificates      from the Secretary of State of the Commonwealth of Massachusetts evidencing      the      effectiveness of the First Merger and the Second Merger, respectively, under      the      Massachusetts Business Corporation Law and the Massachusetts Limited Liability      Company Act, as applicable.10.  Additional  Tax Matters.10.1.  Filing  of Tax Returns; Payment of Taxes.10.1.1.  Following      the Closing, Healthcare shall control the preparation and filing of all Returns      required to be filed by Summit after the Closing Date (taking all valid      extensions into account). All Returns relating to Summit for tax periods      beginning on or prior to the Closing Date shall be prepared in a manner      consistent with past Summit practice unless otherwise required by applicable      law. Healthcare shall provide the Summit Shareholders with copies of all      completed Returns relating to Summit which it prepares for Tax periods beginning      on or prior to the Closing Date, including in respect of Summit’s 2006 fiscal      year, at least twenty (20) days prior to the due date for filing thereof, along      with supporting workpapers and other records and information, for the Summit      Shareholders’ review and approval. The Summit Shareholders and Healthcare shall      attempt in good faith to resolve any disagreements regarding any such Returns      prior to the due date for filing. In the event that the Summit Shareholders      and      Healthcare are unable to so resolve any dispute with respect to any such Return      at least ten (10) days prior to the due date for filing, such dispute shall      be      resolved pursuant to Section 10.4, which resolution shall be binding on the      parties (except to the extent such dispute gives rise to a claim for      indemnification under Section 11, in which case such Section 11 shall      remain applicable).29
  10.1.2.  Following      the Closing, Healthcare shall cause to be timely filed all Returns required      to      be filed by Summit relating to any tax period on or prior to the Closing Date,      and pay or cause to be paid all Taxes shown to be due thereon.10.2.  Tax  Audits.  If notice of any legal proceeding with respect to Taxes of Summit (a “Tax  Claim”) shall be received by any party(ies) hereto for which another party(ies)  may reasonably be expected to be liable pursuant to Section 11, the notified  party(ies) shall promptly notify such other party(ies) who may be so liable  in writing of such Tax Claim, and thereupon the proceedings relating to such  Tax Claim shall be governed by the applicable provisions of Section 12.10.3.  General  Cooperation on Tax Matters.  Healthcare and Summit, on the one hand, and the Summit Shareholders, on the  other hand, shall cooperate fully, as and to the extent reasonably requested  by the other party(ies), in connection with the filing of Returns and any audit,  litigation or other proceeding with respect to Taxes or that otherwise may be  subject to an indemnity under this Section 11, including any Tax Claims.  Such cooperation shall include Healthcare’s prompt provision to the Summit  Shareholders of copies of such supporting workpapers and other records and information  as they may reasonably request in connection with their review of the draft  Returns provided by Healthcare to the Summit Shareholders under Section 10.1.1.  Such cooperation shall also include the retention and (upon the other party(ies)’s  request) the provision of records and information that are reasonably relevant  to any such audit, litigation or other proceeding, and making employees available  on a mutually convenient basis to provide additional information and explanation  of any material provided hereunder or to testify at any proceeding. Healthcare  agrees, and Healthcare agrees to cause Summit, (a) to retain all books and records  with respect to Tax matters relating to Summit for any taxable period beginning  on or before the Closing Date until the expiration of the applicable Tax statute  of limitations for the applicable taxable period, and to abide by all record  retention agreements entered into with any Taxing authority, and (b) to give  the other party(ies) reasonable written notice prior to transferring, destroying  or discarding any such books and records and, if the other party(ies) so requests,  to allow the other party(ies) to take possession of such books and records.30
10.4.  Disputes.        Any        dispute as to any matter covered under this Section 10, other than a matter        relating to or giving rise to a claim for indemnification under Section 11,        shall be resolved by an independent accounting firm mutually acceptable to        the        Summit Shareholders and Healthcare. The fees and expenses of such accounting        firm shall be borne equally by the Summit Shareholders, on the one hand,        and        Healthcare, on the other hand. If any dispute with respect to a Return is        not        resolved prior to the due date of such Return, such Return shall be filed        in the        manner which the party(ies) responsible for preparing such Return deems correct,        but the rights and obligations of the parties hereto under this Section  10        with respect thereto shall be adjusted as necessary to and shall conform        with        the resolution of the dispute by the independent accounting firm relating        thereto.10.5.  Unpaid        State Sales Taxes.        The        provisions of this Section 10 shall not apply to the issue relating to the        Unpaid State Sales Taxes disclosed in Section J of the Background to this        Agreement. The resolution of that issue shall be governed solely and exclusively        by the terms of the Escrow Agreement. 
31 10.6. Tax        Treatment of Merger.        Each        party hereto agrees to file all Federal and state income tax returns, and        to        report the Merger and the transactions contemplated herein for all tax reporting        and filing purposes, in a manner wholly consistent with the provisions set        forth        in Section F of the Background to this Agreement, and to take no position        for        Federal or state tax purposes inconsistent therewith.11. Indemnification.11.1. By        the        Insider Shareholders.        Subject        to the limitations set forth in Section 11.5, the Insider Shareholders severally        agree to indemnify and hold harmless Healthcare and its officers, directors,        successors and assigns, from, against and in respect of any and all losses,        damages, actions, suits, proceedings, demands, assessments and judgments,        and        any and all reasonable attorneys’ fees, costs and expenses incident to any of        the foregoing (all of the foregoing collectively, “Losses”), arising or        resulting from:(a) any        breach of any representation or warranty set forth in Section 4 or any        non-fulfillment of any covenant or agreement on the part of the Insider        Shareholder Indemnitors or any of them contained in this Agreement (excluding        the covenants and agreements set forth in Section 16); and(b) any        error        contained in any certificate or other document or instrument delivered by        the        Insider Shareholders to Healthcare pursuant to this        Agreement.
32 11.2  .By        the Summit Shareholders.        Subject        to the limitations set forth in Section 11.5 and in addition to the        indemnification obligations of the Insider Shareholders set forth in Section        11.1, the Summit Shareholders severally agree to indemnify and hold harmless        Healthcare and its officers, directors, successors and assigns from, against        and        in respect of any and all Losses arising or resulting from:(a) any        breach of any representation and warranty set forth in Section 5 or any        non-fulfillment of any covenant or agreement on the part of the Summit        Shareholders or any of them contained in this Agreement (including the covenants        and agreements set forth in Section 16); and(b)any        error        contained in any certificate or other document or instrument delivered by        the        Summit Shareholders to Healthcare pursuant to this Agreement. 11.3  By        Hixon, Pritchard and Chang.        Subject        to the limitations set forth in Section 11.5, Hixon, Pritchard, and Chang        severally agree to indemnify and hold harmless Healthcare and its officers,        directors, successors and assigns from, against and in respect of any and        all        Losses arising or resulting from any breach of any representation or warranty        set forth in Section 6 or any non-fulfillment of any covenant or agreement        on the part of Hixon, Pritchard, or Chang set forth in        Section 16.11.4  By        Healthcare.        Subject        to the limitations set forth in Section 11.5, Healthcare agrees to indemnify        and        hold harmless the Summit Shareholders, Hixon, Pritchard, and Chang and their        respective shareholders, members, managers, officers, directors, successors        and        assigns from, against and in respect of any and all Losses arising or resulting        from:(a)any        breach of any representation and warranty set forth in Section 7 or any        non-fulfillment of any covenant or agreement on the part of Healthcare contained        in this Agreement (excluding the indemnification obligations of Healthcare        contained in Section 14.3 which are separately covered thereunder);        and(b)any        error        contained in any certificate or other document or instrument delivered by        Healthcare to the Summit Shareholders, Hixon, Pritchard or Chang pursuant        to        this Agreement. 
3311.5. Limitations  on Indemnification.11.5.1      No      party from whom indemnification is sought hereunder (an “Indemnifying Party”)      shall be required to indemnify any other party seeking such indemnification      hereunder (an “Indemnified Party”) except to the extent that the aggregate      amount of Losses for which the Indemnified Party is otherwise entitled to      indemnification pursuant to this Section 11 exceeds $250,000 (the“Indemnification Threshold”), whereupon the Indemnified Party shall be entitled      to be paid the excess of the aggregate amount of all such Losses over the      Indemnification Threshold (irrespective of whether the Losses aggregating the      Indemnification Threshold relate to any Losses in excess of the Indemnification      Threshold), subject to the limitations on the maximum amount of recovery set      forth in Section 11.5.2. By way of example, if there is a single Loss suffered      by Healthcare of $100,000 and another single Loss suffered by Healthcare of      $150,000, the amount of any Loss in excess of the aggregate amount of those      two      Losses suffered by Healthcare shall be paid to Healthcare by the applicable      Indemnifying Party(ies). Notwithstanding the foregoing, the Indemnification      Threshold shall not apply to any Losses suffered by the Summit Shareholders      arising from any breach by Healthcare of its obligations under Section 14,      which Losses shall be indemnifiable in full by Healthcare.11.5.2. The      aggregate amount of Losses, in excess of the Indemnification Threshold (to      the      extent applicable), payable by the Indemnifying Parties under this      Section 11 shall be limited as follows:(a) The      aggregate amount of Losses payable by the Insider Shareholders to Healthcare      pursuant to Section 11.1 shall be capped, with respect to each Insider      Shareholder, at such Insider Shareholder’s respective portion of Three Million      Dollars ($3,000,000), which pro rata portions shall be as set forth onSchedule      11.5.2.(a);      provided, however, that such pro rata portions of each such Insider      Shareholder’s liability under this Section 11.5.2(a) shall be reduced by the      amount of any Losses payable by such Insider Shareholder as a “Summit      Shareholder” under Section 11.5.2(b).(b) The      aggregate amount of Losses payable by the Summit Shareholders to Healthcare      pursuant to Section 11.2 shall be capped, with respect to each Summit      Shareholder, at the respective portion of the Purchase Price payable to each      such Summit Shareholder in accordance with the allocation set forth inExhibit      “B”      attached      hereto; provided, however, that such respective portions of each such Summit      Shareholder’s liability under this Section 11.5.2(b) shall be reduced by the      amount of any Losses payable by such Summit Shareholder as an “Insider      Shareholder” (to the extent applicable) under Section 11.5.2(a). No Summit      Shareholder shall be liable in any way to Healthcare on account of any other      Summit Shareholder’s liability to Healthcare under Section 11.2, including on      account of any breach of any covenant or agreement set forth in      Section 16.
34(c)  The aggregate amount of Losses payable by Hixon, Pritchard and Chang to Healthcare  pursuant to Section 11.3 shall be capped, with respect to each such person,  at the respective pro rata amounts set forth on Schedule 11.5.2(c). None  of Hixon, Pritchard and Chang shall be liable in any way to Healthcare on account  of the liability of either or both of the other named persons to Healthcare  under Section 11.3.(d)  The aggregate amount of Losses payable by Healthcare to the Summit Shareholders,  Hixon, Pritchard, and Chang pursuant to Section 11.4 shall be capped at the  aggregate amount of the Stock Merger Consideration. (e)  For  the avoidance of doubt, in the event that a single claim is brought (or separate  claims are brought) by Healthcare under this Section 11 against Wellfleet  and Chang, on the one hand, or Navone, Hixon and/or Pritchard, on the other  hand, arising from the same claim or same set of circumstances giving rise to  such claim, the liability of Wellfleet and Chang, on the one hand, or Navone,  Hixon and/or Pritchard, on the other hand, shall not be additive but shall be  limited to the single largest amount under Section 11.5.2.(b) or (c), as the  case may be. By way of example, if Healthcare brings a claim for indemnification  under Section 11 against both Wellfleet and Chang asserting a violation  of a restrictive covenant under Section 16, the amount to which Healthcare  will be entitled to recover if successful will be capped at the portion of the  Merger Consideration payable to Wellfleet in accordance with Exhibit “B”  attached hereto (which amount is also the same amount allocable to Chang on  Schedule 11.5.2(c)); if, on the other hand, Healthcare brings a claim  for indemnification under Section 11 against both Navone and Pritchard  asserting a violation of a restrictive covenant under Section 16, the amount  to which Healthcare will be entitled to recover if successful will be capped  at the portion of the purchase price payable to Navone in accordance with Exhibit  “B” attached hereto (which amount is greater than the amount  allocable to Pritchard on Schedule 11.5.2(c)).
35 11.5.3. No      Indemnifying Party shall be liable for any Losses pursuant to this      Section 11 unless a written claim for indemnification in accordance with      Section 11.6 is given by the Indemnified Party to the Indemnifying Party with      respect thereto within one (1) year after the Closing, except that this time      limitation shall not apply to (a) any Losses related to or arising directly      or      indirectly out of any claim for indemnification made by Healthcare under (i)      Section 11.2 with respect to any breach of any representation or warranty made      by the Summit Shareholders in Section 5, or (ii) Sections 11.2 or 11.3      with respect to any breach by the Summit Shareholders, Hixon, Pritchard or      Chang      of the covenants and agreements under Section 16, as to which in each such      case a written claim for indemnification in accordance with Section 11.6 is      given by Healthcare to the applicable Indemnifying Party with respect thereto      within the applicable statute of limitations, and (b) any Losses related to      or      arising directly or indirectly out of any claims for indemnification made by      the      Summit Shareholders under Section 14.3, as to which a written claim for      indemnification in accordance with Section 11.6 is given by the applicable      Summit Shareholders to Healthcare with respect thereto within the applicable      statute of limitations.11.5.4. Healthcare      acknowledges that it has been afforded the opportunity to conduct a full due      diligence investigation of Summit. Accordingly, Healthcare shall have no right      to bring any claim for indemnification against the Insider Shareholders or      the      Summit Shareholders arising from or relating to any matter that was actually      known to Healthcare as of the Closing Date.36
  11.5.5.      All Losses shall be determined, and any indemnification in respect of Losses      shall be made, net of any tax benefits actually realized by the Indemnified      Party by reason of the matter giving rise to such Losses.11.6. Procedures  for Indemnification Claims.11.6.1.      In the event that any claim shall be asserted against any Indemnified Party      which, if sustained, would result in such Indemnified Party suffering a Loss,      such Indemnified Party shall, within fifteen (15) days after learning of such      claim, notify the applicable Indemnifying Party(ies) of the existence, nature      and amount of such claim and shall extend to the applicable Indemnifying      Party(ies) a reasonable opportunity to defend against such claim at the      Indemnifying Party(ies)’ sole expense and through legal counsel satisfactory to      the Indemnified Party, such satisfaction not to be withheld or delayed      unreasonably; provided, that the Indemnifying Party(ies) proceed in good faith,      expeditiously and diligently. No effort to recover the amount of the Losses      related to such claim shall be made by an Indemnified Party while such defense      is still being made until the earlier of (a) the resolution of said claim by      the      applicable Indemnifying Party(ies) with the claimant, or (b) the termination      of      the defense by the applicable Indemnifying Party(ies) against such claim or      the      failure of the Indemnifying Party(ies) to prosecute such defense in good faith      in an expeditious and diligent manner. Any Indemnified Party shall, at its      option and sole expense, have the right to participate in any defense undertaken      by any applicable Indemnifying Party(ies) with legal counsel of its own      selection. No settlement or compromise of any claim which may result in a Loss      may be made by the Indemnifying Party(ies) without the prior written consent      of      the Indemnified Party unless, prior to such settlement or compromise, the      Indemnifying Party(ies) acknowledge in writing their obligation to pay in full      the amount of the settlement or compromise and all associated expenses and      the      Indemnified Party is furnished with security reasonably satisfactory to the      Indemnified Party that the applicable Indemnifying Party(ies) will in fact      pay      such amount and expenses.37
  11.6.2. Any      Indemnified Party and Indemnifying Party(ies) may agree in writing, at any      time,      as to the existence and amount of a claim and the resulting Loss attributable      thereto and, upon the execution of such agreement, such claim and Loss shall      be      deemed established.11.7. Payment  of Losses.  Any Indemnifying Party(ies) shall pay in cash the amount of each established  Loss to the Indemnified Party within ten (10) days after the final establishment  and resolution thereof.11.8. Remedy  Exclusive.  Subject to the provisions of Sections 10 and 16, and except for Losses resulting  from a party’s fraud, gross negligence, or wilfull misconduct, the remedies  of the parties under this Section 11 shall be the exclusive remedies for  and in respect of all breaches of this Agreement.11.9.  Unpaid  State Sales Taxes and Waltham Lease.  Notwithstanding anything to the contrary set forth in this Section 11 or  elsewhere in this Agreement, this Section 11 shall not apply to, and Healthcare  shall not have any right to bring any claim for indemnification with respect  to, the Unpaid State Sales Taxes or the Waltham Lease Obligations. The agreement  of the parties with respect to the Unpaid State Sales Taxes is solely covered  by the terms of the Escrow Agreement, and with respect to the Waltham Lease  Obligations is solely covered by the Waltham Lease Indemnification Agreement,  which agreements contain rights in favor and for the benefit of Healthcare (and  Summit) which shall be the sole and exclusive remedies of Healthcare (and Summit)  with respect thereto.12. Confidentiality;  Publicity.  The parties acknowledge that the transaction contemplated by this Agreement  is of a confidential nature. Healthcare is a publicly-held company and will  make the appropriate disclosures after this Agreement is executed. The Summit  Shareholders, Hixon, Pritchard, and Chang shall not make any disclosures about  the transactions contemplated hereby until after Healthcare makes its initial  disclosures regarding same.38
  13. Securities  Laws Compliance Procedures.13.1.  Knowledge  Respecting Healthcare.  Each Summit Shareholder represents and warrants that (a) such Summit Shareholder  understands that the shares of Healthcare Common Stock included in the Stock  Merger Consideration have not been registered under the 1933 Act nor qualified  under any state securities laws, and that they are being offered and sold pursuant  to an exemption from such registration and qualification based in part upon  their representations contained herein; (b) such Summit Shareholder is an “accredited  investor” as defined under Rule 501 promulgated under the 1933 Act; (c)  such Summit Shareholder is a sophisticated investor with knowledge and experience  in business and financial matters, knows, or has had the opportunity to acquire,  all information concerning the business, affairs, financial condition and prospects  of Healthcare which such Summit Shareholder deems relevant to make a fully informed  decision regarding the consummation of the transactions contemplated hereby  and is able to bear the economic risk and lack of liquidity inherent in holding  such Summit Shareholders’ respective shares of Healthcare Common Stock  included in the Stock Merger Consideration; (d) such Summit Shareholder has  been supplied with the information necessary to obtain from the Internet copies  of all Forms 10-K, 10-Q and 8-K, and all proxy statements, filed by Healthcare  during calendar years 2005 and 2006; (e) such Summit Shareholder has been afforded  an opportunity to ask questions of, and receive answers from, representatives  of Healthcare concerning the business and operations of Healthcare, and all  other matters deemed relevant to such Summit Shareholder; and (f) such Summit  Shareholder has had an opportunity to evaluate all information regarding Healthcare  as such Summit Shareholder has deemed necessary or desirable in connection with  the transactions contemplated by this Agreement, has independently evaluated  the transactions contemplated by this Agreement and has reached such Summit  Shareholder’s own decision to enter into this Agreement. Without limiting  the foregoing, each Summit Shareholder understands and acknowledges that neither  Healthcare nor anyone acting on its behalf has made any representations or warranties  other than those contained herein respecting Healthcare or the future conduct  of Healthcare’s business or of Summit’s business, and no Summit  Shareholder has relied upon any representations or warranties other than those  contained herein in the belief that they were made on behalf of Healthcare.39
  13.2.  Status  of Shares to be Issued.  Each Summit Shareholder represents, warrants, agrees, acknowledges, and confirms  that such Summit Shareholder  has been advised and understands as follows:13.2.1.  Such      Summit Shareholder is acquiring the shares of Healthcare Common Stock included      in the Stock Merger Consideration to be issued to such Summit Shareholder for      such Summit Shareholder’s own account and without a view to any distribution or      resale thereof, other than a distribution or resale which, in the opinion of      counsel for such Summit Shareholder (which opinion shall be satisfactory in      form      and substance to Healthcare), may be made without violating the registration      provisions of the Securities Act of 1933, as amended (the “1933 Act”) or any      applicable blue sky laws. Such Summit Shareholder has no present intention      of      selling, granting any participation in, or otherwise distributing the shares      of      Healthcare Common Stock included in the Stock Merger Consideration acquired      by      such Summit Shareholder, subject to the provisions of Section 14. Such Summit      Shareholder has no contract, undertaking, agreement or arrangement to sell      or      transfer, or grant any participation, with respect to any shares of Healthcare      Common Stock included in the Merger Consideration to be acquired by such Summit      Shareholder. Such Summit Shareholder acknowledges that unless and until the      shares of Healthcare Common Stock included in the Stock Merger Consideration      are      registered pursuant to Section 14, such shares of Healthcare Common Stock      are “restricted securities” within the meaning of Rule 144 under the 1933 Act      and have not been registered under the 1933 Act or any state securities laws      and      must be held indefinitely unless they are subsequently registered under the      1933      Act or an exemption from such registration is available.40
  13.2.2.  At      the      Closing, there shall be endorsed on the certificates evidencing the shares      of      Healthcare Common Stock included in the Stock Merger Consideration delivered      at      Closing a legend substantially similar to the following:“THE  SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS  OF ANY OTHER JURISDICTION AND ARE “RESTRICTED SECURITIES” AS DEFINED  BY RULE 144 UNDER THE 1933 ACT. THE SHARES MAY NOT BE SOLD, TRANSFERRED, PLEDGED  OR DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING  THE SHARES UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE REQUIRING  SUCH REGISTRATION, OR IN LIEU THEREOF, AN OPINION OF COUNSEL, WHICH OPINION  IS SATISFACTORY TO THE ISSUER OF THE SHARES, TO THE EFFECT THAT REGISTRATION  IS NOT REQUIRED UNDER SAID ACTS. 13.2.3. Except      under certain limited circumstances, the above restrictions on the transfer      of      the shares of Healthcare Common Stock included in the Stock Merger Consideration      will also apply to any and all shares of capital stock or other securities      of      Healthcare issued or otherwise acquired with respect to such shares, including,      without limitation, shares and securities issued or acquired as a result of      any      stock dividend, stock split or exchange or any distribution of shares or      securities pursuant to any corporate reorganization, reclassification or similar      event of Healthcare.13.2.4.  Healthcare      and its transfer agent may refuse to effect a transfer of any of the shares      of      Healthcare Common Stock included in the Stock Merger Consideration by the Summit      Shareholders or any of their successors, personal representatives or assigns      in      violation of the provisions of this Section 13.41
  14.  Registration  of Healthcare Shares. 14.1.      Healthcare agrees that by October 8, 2006, Healthcare will file, at is sole      cost      and expense, a registration statement on Form S-3 (the “Registration Statement”)      with the Securities and Exchange Commission (the “Commission”) which seeks to      register for resale all of the shares of Healthcare Common Stock included in      the      Stock Merger Consideration acquired by the Summit Shareholders at the Closing      (all such shares of Healthcare Common Stock, for purposes of this Section 14,      the “Registrable Securities”). Healthcare will use its best efforts to cause the      Registration Statement to comply in all material respects with all requirements      of the 1933 Act and the Commission and to become effective as soon as      commercially practicable and remain continuously effective thereafter until      the      earlier of (a) the date all of the Registrable Securities covered by the      Registration Statement have been sold, or (b) two (2) years following the date      the Registration Statement is declared effective by the Commission (the“Effectiveness Period”). Healthcare shall prepare and file with the Commission      such amendments to the Registration Statement and supplements to the prospectus      contained therein (as may be amended or supplemented from time to time, the      “Prospectus”) as may be necessary to keep the Registration Statement effective      and the Registration Statement and Prospectus accurate and complete during      such      period that the Registration Statement is required to remain effective as      aforesaid. In addition, Healthcare will use its best efforts to register or      qualify, at its sole cost and expense, the resale of the Registrable Securities      under such state securities or blue sky laws of such jurisdictions as the Summit      Shareholders may reasonably request, to keep each such registration or      qualification effective during the period the Registration Statement is required      to be kept effective by Healthcare as provided above, and to do any and all      other acts which may be reasonably necessary or advisable to enable the Summit      Shareholders to consummate the disposition of Registrable Securities in such      states. Notwithstanding anything to the contrary set forth in this Agreement,      including this Section 14, in the event that (i) the Registration Statement      is not filed by October 8, 2006, or (ii) the Commission does not declare the      Registration Statement effective by January 31, 2007, then in either such case      each Summit Shareholder shall have the absolute and unrestricted right at any      time during the 30-day period after, (A) in the case of clause (i) above,      October 8, 2006, and (B) in the case of clause (ii) above, January 31, 2007,      upon in either such case not less than ten (10) days’ prior written notice to      Healthcare (any such written notice, a “Stock Tender Notice”), to tender all or      any portion of his or its Registrable Securities to Healthcare in exchange      for a      cash payment equal to the number of such Registrable Securities so tendered      multiplied by Twenty-One Dollars ($21.00) per share (the “Per Share Tender      Price”); it being agreed that the number of Registrable Securities to be so      redeemed and the Per Share Tender Price shall be equitably adjusted in the      event      of any stock splits, stock dividends, combinations, recapitalizations,      reorganizations or other similar events affecting the Healthcare Common Stock.      After its receipt of any Stock Tender Notice, Healthcare shall pay in full      by      wire transfer to the applicable Summit Shareholder furnishing such notice any      cash payment required hereunder on the tenth (10th)      day      following the date of the applicable Stock Tender Notice.42
 14.2. In      connection with the obligations of Healthcare to file the Registration Statement      under Section 14.1, Healthcare agrees during the Effectiveness Period      to: (a) upon      request, furnish to each Summit Shareholder such number of copies of the      Registration Statement and Prospectus, and each amendment and supplement      thereto, and such other documents as each Summit Shareholder may reasonably      request in order to facilitate the disposition of the Registrable Securities      owned by each Summit Shareholder, and in connection herewith, Healthcare      consents to the use of the Prospectus by each Summit Shareholder in connection      with the offering and sale of the Registrable Securities; (b) notify      the Summit Shareholders in writing of the happening of any event as a result      of      which the Prospectus contains an untrue statement of a material fact or omits      any fact necessary to make the statements therein not misleading, and, at the      request of any Summit Shareholder, promptly prepare (and, when completed,      furnish written notice to each Summit Shareholder of same) a supplement or      amendment to the Prospectus so that, as thereafter delivered to any purchasers      of the Registrable Securities, such Prospectus will not contain an untrue      statement of a material fact or omit to state any fact necessary to make the      statements therein not misleading; provided, that upon any such notification      by      Healthcare, each Summit Shareholder will not offer or sell any Registrable      Securities until Healthcare has notified each Summit Shareholder that Healthcare      has prepared a supplement or amendment to the Prospectus and delivered copies      thereof to each Summit Shareholder;43
  (c) cause      all      Registrable Securities to be listed, prior to the date of the first sale of      any      Registrable Securities pursuant to the Registration Statement, on each      securities exchange on which the Healthcare Common Stock is listed; (d) in      the      event of the issuance of any stop order suspending the effectiveness of the      Registration Statement, or of any order suspending or preventing the use of      the      Prospectus or suspending the qualification of any Registrable Securities for      sale in any jurisdiction, Healthcare will use its best efforts to promptly      obtain the withdrawal of any such order; and(e) obtain,      at the time the Commission is to declare the Registration Statement effective,      an opinion or opinions, reasonably acceptable to the Summit Shareholders in      form      and substance, from securities counsel to Healthcare. 14.3. Healthcare      will indemnify and hold harmless each Summit Shareholder from and against any      and all Losses arising out of or based upon any untrue statement or alleged      untrue statement of any material fact contained in the Prospectus or other      document incident to any registration, qualification or compliance or any      omission or alleged omission to state therein any material fact required to      be      stated therein or necessary to make the statements therein not misleading,      or      any violation by Healthcare of any rule or regulation promulgated under the      1933      Act applicable to Healthcare and relating to any action or inaction required      of      Healthcare in connection with any such registration, qualification or      compliance; provided, however, that Healthcare will not be liable in any such      case if and to the extent that any such Loss arises out of or is based on any      untrue statement or omission based upon written information furnished to      Healthcare in any instrument duly executed by a Summit Shareholder and stated      to      be specifically or use in the Registration Statement or Prospectus.      Notwithstanding anything to the contrary set forth in Section 11 or this Section      14.3, the limitations on indemnification under Section 11.5 shall not apply      to      any claim for indemnification under this Section 14.3, but the procedures      applicable to indemnification claims under Section 11.6 shall apply thereto      and      be followed.44
 15.  Further  Assurances.  Each party to this Agreement agrees to execute and deliver all such other instruments  and take all such other action as any party may reasonably request from time  to time, before or after Closing and without payment of further consideration,  in order to effectuate the transactions provided for herein. The parties shall  cooperate fully with each other and with their respective counsel and accountants  in connection with any steps required to be taken as part of their respective  obligations under this Agreement, including, without limitation, the preparation  of financial statements and tax returns, subject to the provisions of Section 10. 16.  Restrictive      Covenants. 16.1. Covenant  Not To Compete. (a) With      respect to Cuzzupoli and Bullock, for a period of the longer of (i) six (6)      years following the Closing Date, and (ii) six (6) years after his employment      with Summit or with Healthcare has been terminated, for any reason, he will      not,      either solely or jointly with, or as manager or agent for, any person,      corporation, trust, joint venture, partnership, or other business entity,      directly or indirectly, carry on or be engaged or interested in (whether as      employee, sole proprietor, partner, consultant, or owner (other than as a      passive investor owning less than five percent (5%) of the publicly traded      equity securities of any company)) any housekeeping, laundry, linen, and/or      food      services business which is conducted on a contract basis, in any form      whatsoever, which services healthcare institutions within the continental United      States.45
 (b) With      respect to Freni, for a period of the longer of (i) three (3) years following      the Closing Date, and (ii) three (3) years after his employment with Summit      or      with Healthcare has been terminated, for any reason, he will not, either solely      or jointly with, or as manager or agent for, any person, corporation, trust,      joint venture, partnership, or other business entity, directly or indirectly,      carry on or be engaged or interested in (whether as employee, sole proprietor,      partner, consultant, or owner (other than as a passive investor owning less      than      five percent (5%) of the publicly traded equity securities of any company))      any      housekeeping, laundry, linen, and/or food services business which is conducted      on a contract basis, in any form whatsoever, which services health care      institutions within the continental United States. (c) With      respect to Chang, Wellfleet, Navone, Hixon, and Pritchard, for a period of      six      (6) years following the Closing Date, he/it will not, either solely or jointly      with, or as manager or agent for, any person, corporation, trust, joint venture,      partnership, or other business entity, directly or indirectly, carry on or      be      engaged or interested in (whether as employee, sole proprietor, partner,      consultant, or owner (other than as a passive investor owning less than five      percent (5%) of the publicly traded equity securities of any company)) any      housekeeping, laundry, linen, and/or food services business which is conducted      on a contract basis, in any form whatsoever, which services health care      institutions within the continental United States. 16.2. Covenant  Not To Solicit Clients Or Accounts. (a) With      respect to Cuzzupoli and Bullock, for a period of the longer of (i) six (6)      years following the Closing Date, and (ii) six (6) years after his employment      with Summit or with Healthcare has been terminated, for any reason, he will      not,      either solely or jointly with, or as manager or agent for, any person,      corporation, trust, joint venture, partnership, or other business entity,      directly or indirectly, solicit or accept any housekeeping, laundry, linen,      and/or food services business which is conducted on a contract basis from any      clients or accounts that were clients or accounts (or legal successors to      clients or accounts) of Summit or Healthcare within eighteen (18) months prior      to his separation from Summit or Healthcare.46
 (b) With      respect to Freni, for a period of the longer of (i) three (3) years following      the Closing Date, and (ii) three (3) years after his employment with Summit      or      with Healthcare has been terminated, for any reason, he will not, either solely      or jointly with, or as manager or agent for, any person, corporation, trust,      joint venture, partnership, or other business entity, directly or indirectly,      solicit or accept any housekeeping, laundry, linen, and/or food services      business which is conducted on a contract basis from any clients or accounts      that were clients or accounts (or legal successors to clients or accounts)      of      Summit or Healthcare within eighteen (18) months prior to his separation from      Summit or Healthcare. (c) With      respect to Chang, Wellfleet, Navone, Hixon, and Pritchard, for a period of      six      (6) years following the Closing Date, he/it will not, either solely or jointly      with, or as manager or agent for, any person, corporation, trust, joint venture,      partnership, or other business entity, directly or indirectly, solicit or accept      any housekeeping, laundry, linen, and/or food services business which is      conducted on a contract basis from any clients or accounts that were clients      or      accounts (or legal successors to clients or accounts) of Summit or Healthcare      within eighteen (18) months prior to Closing. 16.3.  Covenant  Not To Solicit Or Hire Employees. (a) With      respect to Cuzzupoli and Bullock, for a period of the longer of (i) six (6)      years following the Closing Date, and (ii) six (6) years after his employment      with Summit or with Healthcare has been terminated, for any reason, he will      not,      directly or indirectly, solicit for employment, hire, or offer employment to,      or      otherwise aid or assist any person or entity other than Summit or Healthcare,      in      soliciting for employment, hiring, or offering employment to, any employee      of      Summit or Healthcare, or former employee of Summit or Healthcare who was      employed by Summit or Healthcare within six (6) months before the cessation      of      his employment.47
 (b) With      respect to Freni, for a period of the longer of (i) three (3) years following      the Closing Date, and (ii) three (3) years after his employment with Summit      or      with Healthcare has been terminated, for any reason, he will not, directly      or      indirectly, solicit for employment, hire, or offer employment to, or otherwise      aid or assist any person or entity other than Summit or Healthcare, in      soliciting for employment, hiring, or offering employment to, any employee      of      Summit or Healthcare, or former employee of Summit or Healthcare who was      employed by Summit or Healthcare within six (6) months before the cessation      of      his employment. (c) With      respect to Chang, Wellfleet, Navone, Hixon, and Pritchard, for a period of      six      (6) years following the Closing Date, he/it will not, directly or indirectly,      solicit for employment, hire, or offer employment to, or otherwise aid or assist      any person or entity other than Summit or Healthcare, in soliciting for      employment, hiring, or offering employment to, any employee of Summit or      Healthcare, or former employee of Summit or Healthcare who was employed by      Summit or Healthcare within six (6) months prior to the Closing      Date. 16.4.  Covenant  Not To Use Or Disclose Confidential Information.  The Summit Shareholders, Chang, Hixon, and Pritchard shall not at any time use  for his or its personal benefit, or disclose, communicate or divulge to, or  use for the direct or indirect benefit of any person or entity, any Confidential  Information of Summit or Healthcare. “Confidential Information,”  as used in the preceding sentence, means any information regarding Summit’s  or Healthcare’s business methods, business policies, procedures, techniques,  research, or development projects or results; historical or projected financial  information, budgets, trade secrets or other knowledge or processes of or developed  by Summit or Healthcare, any names, addresses, and specialized requirements  of clients or accounts or any such data on or relating to past, present, or  prospective clients or accounts of Summit or Healthcare; or any other confidential  information relating to or dealing with the business, operations, or activities  of Summit or Healthcare, excepting in each case information otherwise lawfully  known generally by, or readily accessible to, the trade or the general public.48
 16.5. Remedies  for Breach.  Each Summit Shareholder, Chang, Hixon, and Pritchard acknowledges that the restrictions  contained in this Section 16 are reasonable and necessary in order to protect  Healthcare’s legitimate interests and that any violation thereof would  result in irreparable injury to Healthcare. Each Summit Shareholder, Chang,  Hixon, and Pritchard therefore acknowledges and agrees that, in the event of  any violation thereof, Healthcare shall be authorized and entitled to obtain,  from any court of competent jurisdiction, preliminary and permanent injunctive  relief as well as an equitable accounting of all profits or benefits arising  out of such violation, which rights and remedies shall be cumulative and in  addition to any other rights or remedies to which Healthcare may be entitled.  Each subsection in this Section 16 is separable from every other, and constitutes  a separate and distinct covenant. If any provision, paragraph, or subsection  of this Section 16 is determined to be unenforceable because it is excessively  broad as to time, duration, geographical scope, activity, or subject, the parties  agree that the applicable court shall have the power to limit and reduce the  offending portion(s) and/or to delete such specific words or phrases which such  court shall deem necessary to permit enforcement of the covenants in this Section  16 to the maximum extent compatible with the applicable law as it then appears.  16.6. Extension  of Restriction.  In the event of any breach or violation of any of the restrictions contained  in this Section 16, the time period therein specified shall abate during the  time of any violation thereof and that portion remaining at the time of commencement  of any violation shall not begin to run until such violation has been fully  and finally cured.49
 17. Miscellaneous. 17.1. Resolution  of Disputes. (a) If      there      is a dispute between or among the parties arising under or related to this      Agreement, each party agrees that any legal proceeding (i) instituted      by Healthcare, Merger Sub, HCSG, and/or Summit may be instituted only in the      Court of Common Pleas of Bucks County, Pennsylvania or in the United States      District Court for the Eastern District of Pennsylvania and, (ii)      instituted by the Summit Shareholders, Hixon, Pritchard, and/or Chang may be      instituted only in the State Courts sitting in Suffolk County, Boston,      Massachusetts or in the United States District Court for the District of      Massachusetts sitting in Boston, Massachusetts**.** Each      party irrevocably consents to the jurisdiction and venue of each of such courts      and agrees that the service of any applicable complaint or other process may      be      made as provided in the applicable Rules of Court or as provided in Section      17.2      of this Agreement. (b) If      any      party hereto incurs costs or expenses as a result of any dispute arising under      or related to this Agreement, including legal fees or costs, the prevailing      party in that dispute shall be paid, upon demand, and from time-to-time, by      the      non-prevailing party, all of those costs and expenses (i.e., losing party      pays).50
  17.2. Notices.  All notices and other communications given in connection with this Agreement  shall be in writing and shall be deemed to have been duly made if delivered  in person, or deposited with a same day or overnight courier, to the following: If                to: Healthcare:3220                Tillman Drive, Suite 300 Glenview                Corporate Center Bensalem,                PA 19020 Attn:                Mr. Thomas Cook, President  With                a copy to:Gerald                J. McConomy, Esquire Knapp                McConomy Merlie LLP1216                Route 113, P.O. Box 487 Chester                Springs, PA 19425  If                to: Merger Sub3220                Tillman Drive, Suite 300Glenview                Corporate Center Bensalem,                PA 19020 Attn:                Mr. Thomas Cook, President  With                a copy to:Gerald                J. McConomy, Esquire Knapp          McConomy Merlie LLP          1216          Route 113, P.O. Box 487 Chester                Springs, PA 19425  If                to: Summit:2310                Washington Street, Suite 100 Newton                Falls, MA 02462 Attn:                Joseph S. Cuzzupoli, President  With                a copy to:Andrew                B. White, Esquire Bingham                McCutchen LLP150                Federal Street Boston,                MA 02110  If                to Cuzzupoli:10                Old Colony Road Weston,                MA 02493  If                to Bullock:226                Commonwealth Avenue, Unit #1 Boston,                MA 02116  If                to Freni:5                Milberry Lane Acton,                MA 01720  If                to Wellfleet/Chang:245                First Street, 18th                Floor Cambridge,                MA 02142  If                to Navone:559                Williams Street Denver,                CO 80218  If                to Hixon:165                Butler Drive Ridgeland,                MS 39157  If                to Pritchard:559                Williams Street Denver,                CO 80218 Any      address or number may be changed in accordance with the provisions of this      Section 17.2. 51
  17.3. Applicable  Law.  This Agreement shall be governed by, and construed in accordance with, the laws  of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles,  except that the provisions of Sections 2 and 3 relating to the Merger shall  be governed by, and construed in accordance with, the laws of the Commonwealth  of Massachusetts. 17.4. Binding  Agreement.  This Agreement shall be binding upon and shall inure to the benefit of the parties  to this Agreement, and their respective heirs, executors, successors, and assigns.  Healthcare shall not assign its rights or obligations hereunder without the  Summit Shareholders’ prior written consent, and no such assignment, notwithstanding  the Summit Shareholder’s consent, shall relieve Healthcare from liability  for performance of the obligations to be performed pursuant to this Agreement. 17.5. Expenses.  Each party to this Agreement shall bear all costs, charges, and expenses incurred  by the party in connection with this Agreement and the consummation of the transaction  contemplated by this Agreement including, but not limited to, the fees of the  respective counsel. 17.6. Entire  Agreement.  This Agreement and all Exhibits and Schedules hereto constitute the entire agreement  between the parties without respect to the subject matter hereof, and their  prior negotiations and agreements with respect to such subject matter, whether  written or oral, are merged into this Agreement. 17.7. Amendments  and Waivers.  This Agreement may only be amended by a written instrument duly executed and  delivered by all of the parties hereto. No waiver of any provision of this Agreement  shall be effective unless in writing duly executed and delivered by the party  against whom such waiver is to be enforced.52
 17.8. Severability.  In the case one or more of the provisions of this Agreement shall for any reason  be held to be invalid, illegal, or unenforceable in any respect, such invalidity,  illegality or unenforceability shall not affect any other provision or part  of a provision of this Agreement; but this Agreement shall be reformed and construed  as if such invalid or illegal or unenforceable provision, or part of a provision,  had never been contained herein and such provision or part of a provision, shall  be reformed so that it would be valid, legal, and enforceable to the maximum  extent applicable. 17.9 .Use  of Defined Terms.  All words used herein in the singular or plural shall be deemed to have been  used in the plural or singular where the context or construction so requires.  Any defined term shall indicate all or any number of the members of the relevant  class. 17.10. Counterparts  and Facsimiles.  This Agreement may be executed in counterparts, each of which shall be deemed  an original, and will be effective when all parties hereto have executed the  original or a counterpart of this Agreement. Facsimile counterparts, containing  a signature of a party hereto, shall also be deemed an original for purposes  of this Agreement. [Signatures      on Following Pages] 53
  IN      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the      date      first above written.     HEALTHCARE              SERVICES GROUP, INC.       By:    Thomas              Cook, President       HCSG,              INC.       By:    Thomas              Cook, President       HCSG              MERGER, LLC       By:    Thomas              Cook, President       SUMMIT              SERVICES              GROUP, INC.       By:    Joseph              S. Cuzzupoli President          Joseph              S. Cuzzupoli       John                A. Bullock       Lawrence                  G. Freni        WELLFLEET CAPITAL PARTNERS, INC.       P.H.              Benjamin Chang        NAVONE INVESTMENTS, LLC       S.                Keith Pritchard, President  
  Thomas      G.      Hixon, S. Keith Pritchard and P.H. Benjamin Chang are executing this Agreement,      in consideration of the amounts payable to Navone Investments, LLC and Wellfleet      Capital Partners under this Agreement and intending to be legally bound, but      are      bound only by the provisions of Sections 1, 6, 8, 9, 11, 12, 15, 16 and 17      of      this Agreement.        Thomas                  G. Hixon        S.                Keith Pritchard        P.H.                  Benjamin Chang  
  **EXHIBIT      “A-1”** **ESCROW      AGREEMENT**
**EXHIBIT      “A-2”** **WALTHAM      LEASE INDEMNIFICATION AGREEMENT** 
**EXHIBIT      “B”** **ALLOCATION      OF MERGER CONSIDERATION** 
**EXHIBIT      “D”** **FORM      OF HCSG MERGER LLC OPERATING AGREEMENT** 
**EXHIBIT      “E”** **FORM      OF SERVICE AGREEMENTS** 
 **EXHIBIT      “F”** **OPINION      OF BINGHAM McCUTCHEN LLP** 
**EXHIBIT      “G”** **GENERAL      RELEASES IN FAVOR OF SUMMIT** 
**EXHIBIT      “H”** **CERTIFICATION      BY EACH SUMMIT SHAREHOLDER****PURSUANT      TO THE FOREIGN INVESTMENT REAL PROPERTY TAX ACT** 
**EXHIBIT      “I-1”** **EMPLOYMENT      AGREEMENT OF JOSEPH S. CUZZUPOLI** 
**EXHIBIT      “I-2”** **EMPLOYMENT      AGREEMENT OF JOHN A. BULLOCK** 
**EXHIBIT      “I-3”** **EMPLOYMENT      AGREEMENT OF LAWRENCE G. FRENI** 
**SCHEDULE      4.1.1(a)** **STATES      IN WHICH SUMMIT IS QUALIFIED** 
 **SCHEDULE      4.1.1(b)** **SUMMIT’S      CAPITAL STOCK** 
**SCHEDULE      4.1.1(c)** **SUMMIT’S      OPTIONS, WARRANTS, RIGHTS,****SHAREHOLDER      AGREEMENTS OR OTHER INVESTMENTS** 
**SCHEDULE      4.1.1(d)** **DEFAULTS      OR VIOLATIONS OF ARTICLES OF ORGANIZATION OR BYLAWS** 
**SCHEDULE      4.3** **OFFICERS,      DIRECTORS, BANK ACCOUNTS,****SAFE      DEPOSIT BOXES, AUTHORIZED PERSONNEL** 
**SCHEDULE      4.5** **FINANCIAL      STATEMENTS** 
**SCHEDULE      4.7.1** **LEASES** 
**SCHEDULE      4.7.4** **ASSIGNMENT      OR SUBLET OF LEASE INTERESTS** 
**SCHEDULE      4.8** **PERSONAL      PROPERTY EXCEPTIONS** 
**SCHEDULE      4.9** **SERVICE      AGREEMENTS** 
**SCHEDULE      4.10** **ACCOUNTS      RECEIVABLE, SET-OFFS, DEDUCTIONS OR DEFENSES** 
**SCHEDULE      4.11** **INSURANCE** 
**SCHEDULE      4.12** **UNRECORDED      LIABILITIES** 
**SCHEDULE      4.13.1(c)** **SUMMIT      LOAN OBLIGATION DOCUMENTATION** 
**SCHEDULE      4.13.1(d)** **OTHER      COMMITMENTS** 
**SCHEDULE      4.13.2** **DEFAULTS      UNDER SUMMIT AGREEMENTS**,      **LIST      OF SUMMIT’S AGREEMENTS****WHICH      MAY BE TERMINATED OR NOT RENEWED** 
**SCHEDULE      4.14** **COLLECTIVE      BARGAINING AGREEMENTS****AND      OTHER EMPLOYEE MATTERS** 
**SCHEDULE      4.15** **LITIGATION** 
**SCHEDULE      4.16** **CONFLICTING      INTERESTS** 
**SCHEDULE      4.18** **AGREEMENT      NOT IN BREACH OF OTHER INSTRUMENTS****AFFECTING      SUMMIT; GOVERNMENTAL CONSENT** 
**SCHEDULE      4.19.3** **TAX      LIABILITIES** 
**SCHEDULE      4.19.5** **TAX      RETURNS OF SUMMIT FOR TAXABLE YEARS****ENDED      DECEMBER 27, 2003, DECEMBER 25, 2004, AND DECEMBER 30,      2005** 
**SCHEDULE      4.20** **ABSENCE      OF CERTAIN ACTIONS** 
**SCHEDULE      4.25** **LOANS      TO OFFICERS, DIRECTORS AND SHAREHOLDERS** 
**SCHEDULE      5.1** **RESTRICTIONS      ON TRANSFER** 
**SCHEDULE      9.3.2** **SUMMIT      BONUS EMPLOYEES** 
**SCHEDULE      11.5.2(a)** **ALLOCATION      OF INSIDER SHAREHOLDER INDEMNIFICATION LIMITS** 
**SCHEDULE      11.5.2(c)** **ALLOCATION      OF****HIXON,      PRITCHARD AND CHANG INDEMNIFICATION LIMITS**