Exhibit
      10(x)(iii)

     

    [*]
      Confidential Treatment Requested. Confidential portions of this agreement have
      been omitted and filed separately with the Securities and Exchange
Commission.

    


    ASSET
      PURCHASE AGREEMENT

     

    between

     

    MD
      ON
      CALL, LLC,

     

    and

     

    CAPITOL
      MEDICAL BUREAU, INC.

     

    as
      Sellers,

     

    and

     

    JAMES
      K.
      CARDI, MD

     

    and

     

    GINAMARIA
      SHAPIRO

     

    as
      Stockholders and Members

     

    and

     

    LOUIS
      S.
      SHAPIRO

     

    as
      an
      officer of the Sellers

     

    MD
      ONCALL
      ACQUISITION CORP.

     

    as
      Buyer

    _______________________

     

    March
      10,
      2006

    ______________________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      


      Page

       

    

    
      
        	 SECTION
                1.  SALE AND PURCHASE
                OF ASSETS	
                
                  1

                

              
	
                1.1   
                  Sale and Purchase

              	
                1

              
	
                1.2   
                  No Assumption of Liabilities

              	
                3

              
	
                1.3   
                  Purchase Price

              	
                4

              
	
                
                  1.4   
Sellers’
                    and Stockholders’ Closing Deliveries

                

              	
                5

              
	
                1.5   
                  Adjustments for Payables

              	
                6

              
	
                1.6   
                  Adjustment for Receivables

              	
                7

              
	
                1.7 
                    Contingent Additional Good Will Payment

              	
                7

              
	 SECTION
                2.  REPRESENTATIONS
                AND
                WARRANTIES OF THE SELLERS, THE STOCKHOLDERS AND THE OFFICER	
                7

              
	
                2.1   
                  Organization

              	
                7

              
	
                2.2   
                  Title to Purchased Assets; Ownership of Stock or Membership
                  Interests

              	
                7

              
	
                2.3   
                  Authorization; Validity of Agreement, Etc

              	
                8

              
	
                2.4   
                  Consents and Approvals; No Violation

              	
                8

              
	
                2.5   
                  Condition of Purchased Assets

              	
                9

              
	
                2.6   
                  Receivables

              	
                9

              
	
                2.7   
                  Taxes

              	
                9

              
	
                2.8   
                  Real Property

              	
                12

              
	
                2.9   
                  Intellectual Property

              	
                12

              
	
                2.10  Material
                  Contracts

              	
                13

              
	
                2.11 
                  Customers, Suppliers and Distributors

              	
                13

              
	
                2.12 
                   Litigation; Compliance with Laws; Licenses and
                  Permits

              	
                14

              
	
                2.13  
                  Product or Service Claims

              	
                14

              
	
                2.14  
                  No Brokers

              	
                14

              
	
                2.15  
                  Assets Utilized in the Business

              	
                15

              
	
                2.16  
                  Related Party Transactions

              	
                15

              
	
                2.17  
                  Insurance

              	
                15

              
	
                2.18  
                  No Misstatements or Omissions

              	
                15

              
	
                2.19  
                  Labor Matters and Employment Matters

              	
                15

              
	
                2.20  
                  Environmental Matters

              	
                17

              


      

    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    

      TABLE
        OF CONTENTS

      (continued)

      Page

       

    

    
      
        	
                2.21  
                  No Material Adverse Change

              	
                19

              
	
                2.22  
                  No Undisclosed Liabilities

              	
                19

              
	
                2.23  
                  Solvency

              	
                20

              
	
                2.24  
                  Employee Benefits

              	
                20

              
	
                2.25  
                  Investment Representations

              	
                22

              
	
                SECTION
                  3. REPRESENTATIONS AND WARRANTIES OF BUYER

              	
                23

              
	
                3.1  
                    Organization

              	
                23

              
	
                3.2  
                    Authorization; Validity of Agreement

              	
                23

              
	
                3.3  
                    Consents and Approvals; No Violation

              	
                24

              
	
                SECTION
                  4. COVENANTS OF THE PARTIES

              	
                24

              
	
                4.1  
                    Employee Matters

              	
                24

              
	
                4.2   
                   Non-disclosure of Confidential Information

              	
                27

              
	
                4.3  
                    Non-solicitation of Employees

              	
                27

              
	
                4.4  
                    Non-Competition

              	
                28

              
	
                4.5   
                   Public Statements

              	
                28

              
	
                4.6  
                    Use of Name

              	
                28

              
	
                4.7 
                     Purchase Price Allocation

              	
                29

              
	
                4.8   
                   Other Actions

              	
                29

              
	
                4.9    
                  Payment of Payables

              	
                29

              
	
                4.10  
                  Financial Statements

              	
                29

              
	
                4.11  
                  Discharge of Liabilities; Sales Taxes

              	
                29

              
	
                4.12  
                  Assigned Contracts

              	
                30

              
	
                SECTION
                  5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

              	
                30

              
	
                5.1    
                  Survival of Representations and Warranties of the Sellers, the
                  Stockholders and the Officer

              	
                30

              
	
                5.2    
                  Survival of Representations and Warranties of Buyer

              	
                30

              
	
                SECTION
                  6. INDEMNIFICATION

              	
                30

              
	
                6.1    
                  Indemnification by the Sellers, the Stockholders and the
                  Officer

              	
                30

              
	
                6.2    
                  Indemnification by Buyer

              	
                31

              
	
                6.3    
                  Indemnification Procedures; Limitations on Indemnification

              	
                31

              


      

    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

      Page

       

    

    
      
        	
                6.4    
                  Right to Set-Off

              	
                33

              
	
                SECTION
                  7. MISCELLANEOUS

              	
                33

              
	
                7.1    
                  Transaction Fees and Expenses

              	
                33

              
	
                7.2    
                  Notices

              	
                33

              
	
                7.3    
                  Amendment

              	
                35

              
	
                7.4    
                  Waiver

              	
                35

              
	
                7.5    
                  Governing Law

              	
                35

              
	
                7.6    
                  Jurisdiction

              	
                35

              
	
                7.7    
                  Remedies

              	
                35

              
	
                7.8    
                  Severability

              	
                35

              
	
                7.9    
                  Further Assurances

              	
                36

              
	
                7.10  
                  Assignment

              	
                36

              
	
                7.11  
                  No Third Party Beneficiaries

              	
                36

              
	
                7.12  
                  Entire Agreement

              	
                36

              
	
                7.13  
                  Headings

              	
                36

              
	
                7.14  
                  Counterparts

              	
                36

              


      

    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
      List
        of Exhibits

      


      Page

    

    Exhibit
      A     Sellers’
      Secretary’s Certificates

    


    Exhibit
      B     Bill
      of
      Sale and Assignment Agreement

    


    Exhibit
      C     Legal
      Opinion of Counsel to Sellers and Stockholders

    


    Exhibit
      D     Management
      Employment Agreement

    


    Exhibit
      E     Wire
      Transfer Instructions

    


    Exhibit
      F     Assignment
      of Leases

    


    Exhibit
      G     Domain
      Name Assignment

    


    Exhibit
      H     Articles
      of Transfer

    


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    ASSET
      PURCHASE AGREEMENT

     

    ASSET
      PURCHASE AGREEMENT, dated March 10, 2006 (together with all Schedules hereto,
      this "Agreement"),
      among
      MD OnCall Acquisition Corp., a New York corporation,
      with offices at 3265 Lawson Boulevard, Oceanside, New York 11572 ("Buyer"),
      on
      the one hand, and MD On Call, LLC, a Rhode Island limited liability company
      doing business as (i) Answeringforall.com, (ii) Capitol Medical Answering
      Service, (iii) Solutions Medical Answering Service, and (iv) RI Medical Bureau,
      and having offices at 95 Sockanosset Cross Road, #305, Cranston, RI 02920
      (“MD
      OnCall”),
      Capitol Medical Bureau, Inc., a Maryland corporation doing business as Doctors’
Answering Service and having offices 15855 Crabbs Branch Way, Rockville, MD
      20855 (“Capital Medical Bureau”, and together with MD OnCall, the “Sellers”),
      James
      K. Cardi MD, an individual and a 50% member of MD OnCall and a 50% stockholder
      of Capitol Medical Bureau, residing at 1181 North Main Road, Jamestown, RI
      02835
      (“Dr.
      Cardi”),
      Ginamaria Shapiro, an individual and a 50% member of MD OnCall and a 50%
      stockholder of Capitol Medical Bureau, residing at 100 Cottrell Road,
      Saunderstown, RI 02874 (“Shapiro”,
      and
      together with Dr. Cardi, the "Stockholders"),
      and
      Louis S. Shapiro, an individual and an officer of each of the Sellers, residing
      at 100 Cottrell Road, Saunderstown, RI 02874 (the "Officer"), on the other
      hand.

     

    RECITALS

     

    A.  
      Each
      of
      the Sellers is in the business of providing telephone answering services,
      message services, faxing services, paging services and other ancillary office
      services (collectively, the "Business").

     

    B.  
      Buyer
      desires to purchase from each of the Sellers, and each of Sellers desires to
      sell to Buyer, certain of each such Sellers’ assets and properties relating to
      the Business, on the terms and subject to the conditions set forth
      herein.

     

    C.  
      The
      parties have drafted a disclosure schedule (the "Disclosure Schedule")
      corresponding to various provisions of this Agreement, in order to record
      various disclosures made pursuant to the various provisions hereof.

     

    


    AGREEMENT

     

    In
      consideration of the mutual covenants and agreements herein contained, and
      other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

     

    Section
      1.   Sale
      and
      Purchase of Assets.

     

     
      1.1   Sale
      and Purchase.
      Upon
      the terms and subject to the conditions contained in this Agreement, each of
      the
      Sellers, as of the date hereof (the “Closing
      Date”),
      hereby sells, assigns, transfers and delivers to Buyer, and Buyer, as of the
      Closing Date, purchases and accepts from each of the Sellers, all of the assets
      and rights of every nature, kind and description, tangible and intangible,
      wherever located, that are owned, used or held for use by each such Seller
      in or
      for each Seller's Business, as the same exists on the Closing Date
      (collectively, the "Purchased
      Assets"),
      free
      and clear of any and all liens, charges, claims, pledges, security interests
      or
      other encumbrances of any kind whatsoever ("Liens"),
      other
      than (i) cash, except for cash relating to Accounts Receivable belonging to
      Buyer as set forth in Section 1.6, (ii) all assets and rights in connection
      with
      the Employee Plans (as defined in Section 2.24 of this Agreement), except for
      those listed in Section 4.1 of the Disclosure Schedule, and (iii) all assets
      listed in Section 1.1 of the Disclosure Schedule hereto (collectively, the
      "Excluded
      Assets").
      The
      Purchased Assets shall include, without limitation, the following: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (a)  customer
      accounts (both actual and prospective), including barter accounts, if
      any;

     

    (b)  all
      accounts receivable, subject, however, to the provisions of Section 1.6
      hereof;

     

    (c)  deposits
      or expenses prepaid by each of the Sellers, and deposits made by
      customers;

     

    (d)  customer
      and supplier lists, mailing lists, telephone numbers, DID numbers, catalogs,
      yellow pages advertising, brochures, promotional materials and handbooks
      relating to the Business;

     

    (e)  other
      books, records, files, contracts, plans, notebooks, production and sales data
      and other data of each of the Sellers relating to the Business, including but
      not limited to book keeping records and ledgers, whether or not in tangible
      form
      or in the form of intangible computer storage media such as optical disks,
      magnetic disks, tapes and all similar storage media;

     

    (f)  machinery,
      computers, file servers, networking hardware, software licensing and other
      data
      processing hardware (and all software related thereto or used therewith) and
      other tangible personal property of similar nature, including but not limited
      to
      all items set forth on each of Sellers’ fixed asset ledger attached to this
      Agreement on Section 2.5 of the Disclosure Schedule, the Pinnacle telephony
      equipment and all telephony hardware and peripherals, including, but not limited
      to, telephony chassis, expansion cards, monitors, spare equipment, operator
      audio boxes, amplifiers and headsets;

     

    (g)  office
      furniture, office equipment, fixtures and other tangible personal property
      of
      similar nature, as set forth in Section 2.5 of the Disclosure Schedule, and
      all
      other such items located in the premises identified in the Assigned Leases
      (as
      hereinafter defined), whether or not set forth in Section 2.5 of the Disclosure
      Schedule;

     

    (h)  all
      inventory including, but not limited to, any pagers;

     

    (i)  interests
      to the extent owned by each of the Sellers in any patent, copyright, trademark,
      trade name, brand name, service mark, service name, assumed name, domain name,
      website, logo, symbol, trade dress, design or representation or expression
      of
      any thereof, or registration or application for registration thereof, or any
      other invention, trade secret, technical information, know-how, proprietary
      right or intellectual property, technologies, methods, designs, drawings,
      software (including documentation and source code listings), processes and
      other
      proprietary properties or information (collectively, the "Intellectual
      Property");

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (j)  real
      property interests described in Section 2.8 of the Disclosure Schedule to this
      Agreement together with all licenses, leases, rights, privileges and
      appurtenances thereto including, without limitation, all leases, agreements
      and
      other rights to use, occupy or possess, or otherwise with respect to, real
      property or machinery, equipment, vehicles, and other tangible personal property
      of similar nature to which each of the Sellers is a party, and all rights
      arising under or pursuant to such leases, agreements and rights;

     

    (k)  to
      the
      extent not included above, all rights under contracts, agreements, options,
      commitments, understandings, licenses, leases, permits and instruments relating
      to the Business including, without limitation, customer and supplier contracts,
      sales representative and distributor contracts and commission contracts with
      respect thereto, all as listed (the "Assigned
      Contracts")
      on
      Schedule 1.1(k) of the Disclosure Schedule, but no Liabilities (as defined
      below) associated with any of the Assigned Contracts, except as set forth in
      Section 1.2 below;

     

    (l)  all
      of
      the Sellers' rights, title and interest in and to the
      names
“MD OnCall”, “Capitol Medical Bureau”, “Answeringforall.com”, “Capitol Medical
      Answering Service”, “Solutions Medical Answering Service”, “RI Medical Bureau”
and “Doctors’ Answering Service” and all variations thereof and all similar
      names and the goodwill associated therewith and with the Purchased Assets,
      together with all trademarks, service marks and trade names each of the of
      Sellers related to the Business, if any;

     

    (m)  third
      party warranties and guarantees and other similar contractual rights as to
      third
      parties held by or in favor of each of the Sellers, and arising out of,
      resulting from or relating to the Business or the Purchased Assets, to the
      extent not included as part of the Assigned Contracts;

     

    (n)  rights
      to
      insurance and condemnation proceeds relating to any damage, destruction, taking
      or other similar impairment of any of the Purchased Assets; and

     

    (o)  cash
      related to Accounts Receivable belonging to Buyer as set forth in Section
      1.6.

     

    1.2  No
      Assumption of Liabilities.
      Except
      as
      provided herein, Buyer is not assuming any Seller's direct or indirect
      liabilities, obligations, undertakings, indebtedness, obligations under
      guaranties, endorsements, adverse claims, losses, damages, deficiencies, costs,
      expenses or responsibilities of any kind, fixed or unfixed, known or unknown,
      asserted or unasserted, due or undue, liquidated or unliquidated, secured or
      unsecured, accrued or unaccrued, contingent or non-contingent, subordinated
      or
      non-subordinated (collectively, "Liabilities").
      Buyer
      will assume (i) all Liabilities relating to the Purchased Assets and the
      Business to the extent arising from activity of Buyer relating to periods after
      the Closing Date, and (ii) any liabilities relating to deposits made by
      customers (collectively, the "Assumed
      Liabilities").

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.3  Purchase
      Price.
      The
      aggregate purchase price for the Purchased Assets is Three Million Four Hundred
      Thirty Thousand Six Hundred Forty Two and 54/100 ($3,430,642.54) Dollars (the
      "Purchase
      Price").
      The
      Purchase Price shall be payable as set forth below:

     

    (a)  One
      Million Seven Hundred Fifteen Thousand Three Hundred Twenty One and 27/100
      ($1,715,321.27) Dollars, payable to MD OnCall, LLC by wire transfer on the
      Closing Date (the "MD
      OnCall Closing
      Cash Purchase Price"); 

     

    (b)  One
      Million Twenty Nine Thousand One Hundred Ninety Two and 76/100 ($1,029,192.76)
      Dollars, payable to Capitol Medical Bureau by wire transfer on the Closing
      Date
      (the “Capitol
      Medical Bureau Closing Cash Purchase Price”).

     

    (c)  Thirty
      Five Thousand Two Hundred and Twenty Five (35,225) shares of American Medical
      Alert Corp. ("AMAC"), the Buyer's indirect parent, common stock issued to MD
      OnCall (the "MD
      OnCall Shares");
      and

     

    (d)  Twenty
      One Thousand One Hundred and Thirty Five (21,135) shares of AMAC common stock
      issued to Capitol Medical Bureau (the “Capitol
      Medical Bureau Shares”)
      and
      together with the MD OnCall Shares, the “Shares”).

     

    (e)  One
      Hundred Seven Thousand Two Hundred Seven and 58/100 ($107,207.58) Dollars,
      payable to MD OnCall upon the six month anniversary of the Closing Date;
provided,
      however,
      that to
      the extent any such amounts are not paid because of a properly asserted claim
      pursuant to Section 6.4 hereof, such amounts shall not be deemed to be an amount
      payable under this Section 1.3(e); 

     

    (f)  Sixty
      Four Thousand Three Hundred and 55/100 Twenty Four ($64,324.55) Dollars, payable
      to Capitol Medical Bureau upon the six month anniversary of the Closing Date;
      provided, however, that to the extent any such amounts are not paid because
      of a
      property asserted claim pursuant to Section 6.4 hereof, such amounts shall
      not
      be deemed an amount payable under this Section 1.3(f);
      

     

    (g)  One
      Hundred Seven Thousand Two Hundred Seven and 58/100 ($107,207.58) Dollars,
      payable to MD OnCall upon the one year anniversary of the Closing Date;
provided,
      however,
      that to
      the extent any such amounts are not paid because of a properly asserted claim
      pursuant to Section 6.4 hereof, such amounts shall not be deemed to be an amount
      payable under this Section 1.3(g); and

     

    (h)  Sixty
      Four Thousand Three Hundred and 55/100 Twenty Four ($64,324.55)
      Dollars,
      payable
      to Capitol Medical Bureau upon the one year anniversary of the Closing Date;
      provided,
      however,
      that to
      the extent any such amounts are not paid because of a properly asserted claim
      pursuant to Section 6.4 hereof, such amounts shall not be deemed an amount
      payable under this Section 1.3(h).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (i)  
      As
      additional consideration, the Buyer shall pay each Seller the amounts set forth
      in Section 1.7 hereof (the "Contingent
      Additional Good Will Payment"),
      to
      the extent so payable.

     

    1.4  Sellers’
      and Stockholders’ Closing Deliveries.
      (a)On
      or
      prior to the Closing Date, each of the Sellers and the Stockholders, will have
      delivered to Buyer each of the following documents (collectively, the
      "Seller's
      Closing Documents"):

     

    (i)
      Certificate
      of Secretary.
      A
      certificate of the Secretary of each of the Sellers in the form of Exhibit
      A,
      setting forth a copy of the resolutions adopted by its board (in the case of
      Capitol Medical Bureau) or its managers (in the case of MD OnCall) and the
      Stockholders in their respective capacities as stockholders or members of each
      of the Sellers, as the case may be, approving the execution and delivery of
      this
      Agreement, ratifying all past corporate action, and the other documents and
      instruments contemplated hereby to which it is a party (this Agreement and
      all
      other documents and instruments to which Buyer, the Sellers, the Stockholders
      or
      the Officer (as hereinafter defined) is a party in connection herewith being
      sometimes collectively referred to herein as the "Purchase
      Documents")
      and
      the consummation of the transactions contemplated hereby; 

     

    (ii)
      Instruments
      of Transfer.
      Two
      separate Bills of Sales and Assignment Agreements, in the form of Exhibit
      B
      attached
      hereto (the "Bill
      of Sale"),
      duly
      executed by each of the Sellers, respectively, that, among other things,
      conveys, transfers and sells to Buyer all right, title and interest of each
      of
      the Sellers in and to the Purchased Assets owned by each of the Sellers,
      respectively.

     

    (iii)
      Legal
      Opinion of Counsel to Sellers and Stockholders.
      An
      opinion, in the form of Exhibit
      C
      attached
      hereto, from Cameron & Mitttleman LLP, counsel to Sellers and the
      Stockholders.

     

    (iv)
      Wire
      Transfer Instructions.
      Wire
      transfer instructions for the payment of each of the MD OnCall and the Capitol
      Medical Bureau Closing Cash Purchase Price, respectively, in the forms attached
      hereto as Exhibit
      E.

     

    (v)
      Schedule
      of Receivables.
      A
      schedule of all receivables due to each of the Sellers as of the close of
      business on the Closing Date.

     

    (vi)
      Customer
      List.
      A
      complete and unrestricted list of all customers of each of the Sellers,
      including the name, address, telephone number and contact for each such
      customer, which list shall only be delivered and transferred to the Buyer either
      by electronic mail or by facsimile.

     

    (vii)
      Management
      Employment Agreement.
      Employment agreement between the Buyer and the Officer in the form of
Exhibit
      D
      attached
      hereto (the "Management
      Employment Agreement"),
      duly
      executed by the Officer. 

     

    (viii)
      Books
      and Records.
      All
      books and records of each of the Sellers relating to the Business.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ix)
      Assigned
      Leases.
      A
      consent to assignment of each of the leases for the premises at 95 Sockanosset
      Cross Road, #305 and #209, Cranston, RI 02920 (the "Assigned
      Leases"), in the form of Exhibit
      F
      hereto,
      duly executed by the respective landlords of each such premises.

     

    (x)
      Assigned
      License Agreement.
      A
      consent to assignment of that certain Purchase, License and Support Agreement
      between Capitol Medical Bureau and Professional Inbound, Inc., doing business
      as
      Professional Teledata ("Professional
      Teledata")
      dated
      September 3, 2004 (the "Pinnacle
      Agreement"),
      duly
      executed by Professional Teledata.

     

    (xi)
      Customer
      Deposits.
      The
      parties hereto agree that in lieu of a bank check in the amount equal to the
      Sellers' customer deposits on the Closing Date, the amount of the customer
      deposits, which is $48,200, will be offset against the MD OnCall Closing Cash
      Purchase Price.

     

    (xii)
      Assignment
      of Domain Names.
      An
      assignment of domain names in the form attached hereto as Exhibit
      G
      hereto,
      evidencing the assignment of certain domain names from the Officer to MD OnCall,
      dated prior to the Closing Dated and duly executed by the Officer.

     

    (xiii)
      Articles
      of Transfer.
      Articles of Transfer in the form attached hereto as Exhibit
      H
      hereto,
      duly executed by Capitol Medical Bureau.

     

    1.4A. Deliveries
      of Buyer.
      On or
      prior to the Closing Date, Buyer will have delivered to the Sellers each of
      the
      following documents and payments (collectively "Buyer's
      Closing Documents"):

     

    (i)
      Certificate
      of Secretary.
      A
      certificate of the Secretary of Buyer setting forth a copy of the resolutions
      adopted by its Board of Directors approving the execution and delivery of this
      Agreement and the other Purchase Documents and the consummation of transactions
      contemplated hereby and thereby.

     

    (ii)
      Closing
      Cash Purchase Price.
      Each of
      the MD OnCall and Capitol Medical Bureau Closing Cash Purchase Price,
      respectively, in immediately available funds.

     

    (iii)
      Shares.
      Irrevocable instructions to AMAC's transfer agent for the issuance of the
      Shares, as well as an opinion by AMAC's counsel relating to such
      issuance.

     

    (iv)
      Management
      Employment Agreement.
      The
      Management Employment Agreement, duly executed by the Buyer.

     

    1.5  Adjustments
      for Payables.
      Within
      90 days after the Closing Date, Buyer will prepare an accrual based statement
      of
      accounts payable (including the Payables) as of the Closing Date with respect
      to
      each of the Sellers. Any such accounts payable which relate to any period prior
      to the Closing Date and which are paid by Buyer, shall be a credit in Buyer’s
      favor. Any amounts paid by either Seller prior to the Closing Date that relate
      to periods after the Closing Date shall also be scheduled and shall act as
      a
      credit in favor of such Seller. The net amount shall be paid by the Buyer or
      Sellers, as the case may be, to the other within 30 days of the determination
      thereof. If either of the Sellers fails to timely pay any amounts due to Buyer
      pursuant to this Section, then such amounts may be debited from any amounts
      due
      to Sellers or the Stockholders pursuant to this Agreement.

     

    
      
        
        

      

      
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    1.6  Adjustment
      for Receivables.
      All
      accounts receivable resulting from invoices after the close of business on
      the
      Closing Date shall belong to the Buyer. All accounts receivable of each Seller
      outstanding as of the close of business on the Closing Date shall be payable
      as
      follows upon collection: 25% to the Buyer and 75% to the Seller with respect
      to
      which such accounts receivable relate. Attached hereto as Schedule 2.6 is a
      list
      of all outstanding accounts receivable of each Seller as of the date
      hereof.

     

    1.7 Contingent
      Additional Good Will Payment.
      [*].

     

    Section
      2.  Representations
      and Warranties of the Sellers, the Stockholders and the Officer.
      Each
      of
      the Sellers, the Stockholders and the
      Officer,
      jointly
      and severally, represent and warrant to Buyer that each of the following
      statements is true and correct as of the date hereof, and with respect to
      representations and warranties that speak as of a subsequent date, such
      representations and warranties will also be true and correct in
      all
      material respects as
      of
      such date:

     

    2.1  Organization.
      Capitol
      Medical Bureau is a Maryland corporation duly organized, validly existing and
      in
      good standing under the laws of its jurisdiction of incorporation, with full
      corporate power and authority to conduct its business and to own and operate
      its
      assets and properties as presently conducted and operated. MD OnCall is a Rhode
      Island limited liability company duly formed, validly existing and in good
      standing under the laws of its jurisdiction of formation, with full limited
      liability company power and authority to conduct its business and to own its
      assets and properties as presently conducted and operated. Neither Capitol
      Medical Bureau nor MD OnCall does any business in any other jurisdiction in
      any
      manner which would require it to become qualified or licensed as a foreign
      entity. Capitol Medical Bureau has delivered to Buyer, as Section 2.1A of the
      Disclosure Schedule, true, correct and complete copies of Capitol Medical
      Bureau’s certificate of incorporation (the "Certificate
      of Incorporation")
      and by
      laws (the "By
      Laws"),
      as
      currently in effect. MD OnCall has delivered to Buyer, as Section 2.1B of the
      Disclosure Schedule, true, correct and complete copies of MD OnCall’s
      certificate of formation (the “Certificate
      of Formation”)
      and
      operating agreement (the “Operating
      Agreement”),
      as
      currently in effect.

     

    2.2  Title
      to Purchased Assets; Ownership of Stock or Membership Interests.

     

    (a)  Each
      Seller has good and marketable title to the Purchased Assets owned by it
      including, without limitation, all assets set forth on each Seller's respective
      fixed asset ledgers attached to this Agreement on Section 2.5 of the Disclosure
      Schedule, free and clear of all Liens, other than (i) Liens, if any, for
      personal property taxes and assessments not yet due and payable and (ii) Liens
      disclosed on Section 2.2 of the Disclosure Schedule. Upon consummation of the
      transactions contemplated by this Agreement, Buyer will acquire all of each
      Seller's respective rights, title and interests in and to the Purchased Assets
      owned by it, free and clear of all Liens. 

     

    
      
        
        

      

      
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    (b)  Each
      Stockholder is the sole record and beneficial owner of 5,000 shares of Capitol
      Medical Bureau’s common stock, par value $.01 per share, which constitute all of
      the outstanding capital stock of Capitol Medical Bureau. Each Stockholder is
      the
      sole record and beneficial owner of 50% of all outstanding membership interests
      of MD OnCall. No Person has any right, interest or claim to any of the Sellers’
capital stock or membership interests (other than the Stockholders in the
      amounts set forth in the first two sentences of this Section 2.2(b)) or the
      Purchased Assets. There are no subscriptions, warrants, options, convertible
      securities or other rights (contingent or other) to purchase or acquire any
      shares of any class of capital stock of Capitol Medical Bureau or any membership
      interests of MD OnCall, issued or outstanding, and there is no commitment of
      either Capitol Medical Bureau or MD OnCall to issue any shares, membership
      interests, warrants, options or other such rights or to distribute to holders
      of
      any class of its capital stock or membership interests, any evidences of
      indebtedness or assets. Dr. Cardi is the sole manager of MD OnCall. The
      Stockholders and Officer are the sole directors of Capitol Medical
      Bureau.

     

    2.3  Authorization;
      Validity of Agreement, Etc.
      Each of
      the Stockholders and the Officer has the requisite capacity, and each of the
      Sellers has the full right, power and authority, to execute and deliver this
      Agreement and the other Purchase Documents to which, as applicable, it or they
      are a party and to consummate the transactions contemplated hereby and thereby,
      and to make the representations set forth herein and therein. The execution
      and
      delivery of this Agreement and the other Purchase Documents to which each Seller
      is a party and the consummation of the transactions contemplated hereby and
      thereby have been duly and validly authorized by each of the Sellers and no
      other proceedings on the part of either of the Sellers are necessary to
      authorize the execution and delivery of this Agreement and the other Purchase
      Documents to which each Seller is a party to or the consummation of the
      transactions contemplated hereby and thereby by each of the Sellers and the
      Stockholders. Each of this Agreement and the other Purchase Documents to which
      the Sellers are party have been duly and validly executed by each of the Sellers
      and constitute the valid and binding agreement of each of the Sellers,
      enforceable against each of the Sellers in accordance with its respective terms.
      Each of this Agreement and the other Purchase Documents to which the
      Stockholders and the Officer are a party have been duly and validly executed
      by
      each of the Stockholders and the Officer and constitute the valid and binding
      obligation of each of the Stockholders and the Officer, enforceable against
      each
      of the Stockholders and the Officer in accordance with its respective
      terms.

     

    2.4  Consents
      and Approvals; No Violation.
      Except
      as set forth in Section 2.4 of the Disclosure Schedule, the execution,
      performance and delivery by the each of the Sellers, the Stockholders and the
      Officer of this Agreement and each of the other Purchase Documents to which
      it
      or they are a party, as applicable, and the consummation by the Sellers and
      the
      Stockholders of the transactions contemplated hereby and thereby, respectively,
      and the compliance by each of the Sellers, the Stockholders and the Officer
      with
      the provisions hereof and thereof will not: (a) conflict with or breach any
      provision of the Certificate of Incorporation or Bylaws of Capitol Medical
      Bureau or the Articles of Organization or Operating Agreement of MD OnCall;
      (b)
      violate or breach in any respect any provision of, or constitute a default
      (or
      an event which, with notice or lapse of time or both would constitute a default)
      under, any of the terms, covenants, conditions or provisions of, or give rise
      to
      a right to terminate or accelerate or increase the amount of payment due under,
      any note, bond, mortgage, indenture, deed of trust, license, franchise, permit,
      lease, contract, agreement or other instrument, commitment or obligation to
      which either of the Sellers, either of the Stockholders or the Officer is a
      party (collectively, "Contracts"),
      or by
      which either of the Sellers, either of the Stockholders or the Officer or any
      of
      their respective properties or assets, as applicable, may be bound or affected;
      (c) require either of the Sellers or either of the Stockholders to make any
      filing or registration with, or obtain any other permit, authorization, consent
      or approval of, any Person (as hereinafter defined) or Governmental Entity
      (as
      hereinafter defined); (d) result in the creation of any Lien on or affecting
      the
      Purchased Assets; (e) violate any order, writ, injunction, decree, judgment,
      or
      ruling of any court or governmental authority, applicable to either of the
      Sellers, either of the Stockholders or the Officer or any of their respective
      properties or assets; or (f) violate any statute, law, rule or regulation
      applicable to either of the Sellers or any of their respective properties or
      assets. "Person"
      shall
      mean any individual, partnership, corporation, joint venture, limited liability
      company, trust, organization or any other entity. "Governmental
      Entity”
shall
      mean any foreign, provincial, United States federal, state, county, municipal
      or
      other local jurisdiction, political entity, body, organization, subdivision
      or
      branch, legislative or executive agency or department or other regulatory
      service, authority or agency.

     

    
      
        
        

      

      
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    2.5  Condition
      of Purchased Assets. All
      items
      of machinery, equipment, tooling and other tangible personal property owned
      or
      leased by the Sellers and used in the conduct of the Business (other than items
      of inventory) are listed in the detailed fixed assets ledger of each of the
      Sellers attached to Section 2.5 of the Disclosure Schedule (collectively, the
      "Personal
      Property").
      Although it may not be specifically identified in Section 2.5 of the Disclosure
      Schedule, the term "Personal Property" includes all of the telephony equipment
      hardware and peripherals, including, but not limited to, telephony chassis,
      expansion cards, monitors, spare equipment, operator audio boxes, amplifiers,
      headsets, and all computers, furniture, fixtures and machinery, in each case
      located in the premises identified in the Assigned Leases. The Personal Property
      conforms in all respects to all requirements of applicable laws. 

     

    2.6  Receivables.
      All
      accounts receivable of each of the Sellers as of the Closing Date, are reflected
      on Section 2.6 of the Disclosure Schedule and represent valid obligations
      arising from bona fide transactions in the ordinary course of each of the
      Sellers’ business consistent with past practice and established in the ordinary
      course of each of the Sellers’ business. To the best knowledge of each of the
      Sellers, each of the Stockholders and the Officer, the accounts receivable
      of
      each of the Sellers are collectible, and there is no contest, claim, or right
      of
      set off, under any contract with any obligor of an accounts receivable relating
      to the amount or validity of such accounts receivable. All invoices of each
      of
      the Sellers' relate to and reflect services previously provided by the Sellers
      to their respective customers, including base fees and usage fees.

     

    2.7  Taxes.
      

     

    (a)  Except
      as
      set forth in Section 2.7(a) of the Disclosure Schedule:

     

    
      
        
        

      

      
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    (i)  Each
      Seller has (A) duly and timely filed or caused to be filed with the Internal
      Revenue Service or other applicable Governmental Entity (collectively,
      "Taxing
      Authorities")
      all
      Tax Returns (as defined below) that are required to be filed by or on behalf
      of
      such Seller and that include or relate to the Purchased Assets or the Business,
      which Tax Returns are true, correct and complete, and (B) duly and timely paid
      in full or caused to be paid in full, or recorded a provision for such payment
      on the books and records of such Seller in accordance with GAAP for the payment
      of, all Taxes that are due and payable and any Taxes that could result in a
      Lien
      on any Purchased Asset or the Business. Each of the Sellers has adequate
      reserves for the payment of all Taxes that are not due and payable;

     

    (ii)  Each
      Seller has duly and timely complied with all applicable Laws relating to the
      collection or withholding of Taxes, and the reporting and remittance thereof
      to
      the applicable Taxing Authorities;

     

    (iii)  no
      audit,
      examination, investigation, reassessment or other administrative or court
      proceeding (collectively, a "Tax
      Proceeding")
      is
      pending, proposed, or threatened, with regard to any Tax or Tax Return referred
      to in clause (i) above;

     

    (iv)  there
      is
      no Lien for any Tax upon any of the Purchased Assets or the
      Business;

     

    (v)  there
      is
      no outstanding request for a ruling from any Taxing Authority, closing agreement
      (within the meaning of Section 7121 of the Code or any analogous provision
      of
      applicable Law) relating to any Tax for which either of the Sellers is or may
      be
      liable or with respect to each Seller's income, assets or business, power of
      attorney relating to, or in connection with, any Tax that could result in a
      Lien
      on any Purchased Asset or the Business; 

     

    (vi)  none
      of
      the Purchased Assets is "tax-exempt bond financed property" or "tax-exempt
      use
      property" within the meaning of Section 168(g) or (h), respectively, of the
      Code
      or any similar provision of applicable Law;

     

    (vii)  none
      of
      the Purchased Assets is required to be treated as being owned by any other
      person pursuant to the "safe harbor" leasing provisions of Section 168(f)(8)
      of
      the Internal Revenue Code of 1954 as in effect prior to the repeal of those
      "safe harbor" leasing provisions or any similar provision of applicable
      Law;

     

    (viii)  no
      claim
      has ever been made by a Taxing Authority in a jurisdiction where either of
      the
      Sellers or either of the Stockholders has not paid any Tax or filed Tax Returns
      relating to the Business or any Purchased Asset asserting that such Seller
      or
      such Stockholder is or may be subject to Tax in such jurisdiction.

     

    (ix)  Capitol
      Medical Bureau is, and has always been, a "C-Corp" for all Tax
      purposes.

     

    
      
        
        

      

      
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    (b)  Each
      Seller has provided to Buyer true, complete and correct copies of (i) all
      Federal and Corporate Income Tax Returns relating to, and (ii) all audit reports
      relating to, each proposed adjustment, if any, made by any Taxing Authority
      with
      respect to any taxable period ending after December 31, 2001 and any and all
      Taxes with respect to which a Lien may be imposed on any Purchased Asset or
      the
      Business.

     

    (c)  As
      used
      herein, (i) "Tax
      Return"
      means
      any return, declaration, report, information return or statement, and any
      amendment thereto, including without limitation any consolidated, combined
      or
      unitary return or other document (including any related or supporting
      information), filed or required to be filed with any Taxing Authority in
      connection with the determination, assessment, collection, payment, refund
      or
      credit of any federal, state, local or foreign Tax or the administration of
      any
      Laws relating to any Tax or ERISA, and (ii) "Tax" or "Taxes" means any and
      all
      taxes, charges, fees, levies, deficiencies or other assessments of whatever
      kind
      or nature including, without limitation, all net income, gross income, profits,
      gross receipts, excise, real or personal property, sales, ad
      valorem,
      withholding, social security, retirement, excise, employment, unemployment,
      minimum, estimated, severance, stamp, property, occupation, environmental,
      windfall profits, use, service, net worth, payroll, franchise, license, gains,
      customs, transfer, recording and other taxes, customs duty, fees assessments
      or
      charges of any kind whatsoever, imposed by any Taxing Authority, including
      any
      liability therefor as a transferee (including without limitation under Section
      6901 of the Code or any similar provision of applicable Law), as a result of
      Treasury Regulation §1.1502-6 or any similar provision of applicable Law, or as
      a result of any Tax sharing or similar agreement, together with any interest,
      penalties or additions to tax relating thereto.

     

    2.7A Accuracy
      of Ledgers.
      Each of
      Sellers’ revenues and expenses ledgers delivered to Buyer are true and accurate
      in all material respects.

     

    2.7B Financial
      Statements.
      Attached to Section 2.7B of the Disclosure Schedules are the (i) unaudited
      balance sheets of MD OnCall as of December 31, 2004 and as of November 30,
      2005,
      (ii) the unaudited statements of income of MD OnCall for the 12 month period
      ended December 31, 2004 and the 11 month period ended November 30, 2005, (iii)
      the unaudited balance sheets of Capitol Medical Bureau as of July 31, 2005
      and
      as of November 30, 2005, and (iv) the unaudited statements of income of Capitol
      Medical Bureau for the 12 month period ended July 31, 2005 and the 4 month
      period ended November 30, 2005, (collectively, the "Financial
      Statements").
      The
      Financial Statements, (i) are derived from, and agree with, the books and
      records of each of the Sellers, respectively, and (ii) fairly present the
      financial condition of each of the Sellers, respectively, as of the date thereof
      and the results of operations of each of the Sellers for the periods set forth
      therein. 

     

    
      
        
        

      

      
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    2.8  Real
      Property.
      Except
      as set forth in Section 2.8 of the Disclosure Schedule, the Sellers do not
      own
      any real property and are neither a landlord, sublandlord or licensor nor a
      tenant, subtenant or licensee under any lease, sublease, license or occupancy
      agreement with respect to real property. Section 2.8 of the Disclosure Schedule
      lists and briefly describes all leases, subleases and agreements by which real
      property is used or occupied by the Sellers in connection with the Business.
      With respect to each parcel of leased real property: (i) the leases and
      subleases described on Section 2.8 of the Disclosure Schedule, constitute all
      of
      the leases, subleases and agreements under wich the Sellers hold any interest
      in
      any leased real estate used in connection with their business; (ii) the Sellers
      have delivered to Buyer and its counsel true, correct and complete copies of
      all
      of the leases, subleases and agreements described on Section 2.8 of the
      Disclosure Schedule; (iii) each such lease, sublease or agreement is in full
      force and effect and is a legal, valid, binding and enforceable obligations
      of
      the applicable Seller and, to the best knowledge of each of the Sellers, the
      Stockholders and the Officer, each of the other parties thereto, and will
      continue to be legal, valid, binding, enforceable and in full force and effect
      on identical terms after the Closing; (iv) none of the Sellers or, to the best
      knowledge of each of the Sellers, the Stockholders and the Officer, any other
      party to any such lease, sublease or agreement is in breach or default thereof,
      and no event has occurred which, with notice or the lapse of time, or both,
      would constitute such a breach or default or permit termination, modification
      or
      acceleration thereof or thereunder; (v) to the best knowledge of each of the
      Sellers, the Stockholders and the Officer, no other party to any such lease,
      sublease or agreement has repudiated any provision thereof; (vi) there are
      no
      disputes, oral agreements or forbearance programs in effect as to any such
      lease, sublease or agreement; (vii) no such lease, sublease or agreement has
      been modified in any respect, except to the extent disclosed in documents
      delivered to Buyer and its counsel; (viii) neither of the Sellers has assigned,
      transferred, conveyed, mortgaged, deeded in trust or encumbered any interest
      in
      any leasehold or subleasehold; (ix) to the best knowledge of each of the
      Sellers, the Stockholders and the Officer, all buildings, improvements and
      other
      property on the leased property have received all material approvals of
      governmental authorities (including certificates of occupancy, permits and
      licenses) required in connection with the operation thereof and have been
      operated and maintained in accordance with all material legal requirements
      and
      are not in violation of any material zoning, building code or subdivision
      ordinance, regulation, order or law or restrictions or covenants or record;
      (x)
      to the best knowledge of each of the Sellers, the Stockholders and the Officer,
      all buildings, improvements and other property thereon are supplied with
      utitlies and other services necessary for the operation thereof (including
      gas,
      electricity, water, telephone, sanitary and storm sewers and access to public
      roads); (xi) there are no pending or, to the best knowledge of each of the
      Sellers, the Stockholders and the Officer, threatened condemnation proceedings,
      lawsuits, or other administrative actions relating to such parcel or other
      matters affecting adversely the current use, occupancy, or value of such parcel;
      (xii) to the best knowledge of each of the Sellers, the Stockholders and the
      Officer, the land does not serve any adjoining property for any purpose
      inconsistent with the use of the land, and the property is not located within
      any flood plain or subject to any similar type restriction for which any permits
      or licenses necessary to the use thereof have not been obtained; (xiii) other
      than the documents described on the attached Section 2.8 of the Disclosure,
      there are no leases, subleases, licenses, concessions, or other agreements,
      written or oral, by which the Sellers have granted to any Person the right
      of
      use or occupancy of any portion of such properties; (xiv) no Person (other
      than
      the Sellers) is in possession of such properties; and (xv) all such leased
      real
      property and improvements therein are in good operating condition and repair
      and
      are adequate and suitable for their intended use in the Business.

     

    2.9  Intellectual
      Property.
      Section
      2.9 of the Disclosure Schedule lists all Intellectual Property that is owned
      by
      each of the Sellers or any other Person and used by each of the Sellers in
      the
      operations of the Business, and there are no pending or, to the best knowledge
      of each of the Sellers, each of the Stockholders or the Officer, threatened
      claims by any Person relating to either Seller's use of any Intellectual
      Property. With respect to such Intellectual Property, each Seller has, free
      and
      clear of all Liens, such rights of ownership or such rights of license, lease
      or
      other agreement to use the Intellectual Property as are necessary to permit
      such
      Seller to conduct its business and, except as set forth on Section 2.9 of the
      Disclosure Schedule, neither Seller is obligated to pay any royalty or similar
      fee to any Person in connection with such Seller's use or license of any of
      the
      Intellectual Property.

     

    
      
        
        

      

      
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    2.10  Material
      Contracts.
      Section
      2.10 of the Disclosure Schedule sets forth a true, complete and correct list
      of
      every Contract that: (i) provides for aggregate future payments by each Seller
      or to each Seller of more than $1,000 (excluding purchase orders and invoices
      arising in the ordinary course of business); (ii) was entered into by any Seller
      with any of the Stockholders or the Officer, or an officer, director or
      significant employee of each Seller; (iii) is a collective bargaining or similar
      agreement; (iv) guarantees or indemnifies or otherwise causes either Seller
      to
      be liable or otherwise responsible for the Liabilities of another or provides
      for a charitable contribution by either Seller; (v) involves an agreement with
      any bank, finance company or similar organization; (vi) restricts either of
      the
      Sellers, the Stockholders or the Officer or the Business from engaging in any
      business or activity anywhere in the world; (vii) is an employment agreement,
      consulting agreement or similar arrangement with any employee of either of
      the
      Sellers; (viii) involves an agreement or any other Contract providing for
      payments from either Seller to any other Person, or by any Person to either
      Seller, based on sales, purchases or profits, other than direct payments for
      goods; or (ix) any other Contract that is material to the rights, properties,
      assets, business or operations of either Seller or the Business (the foregoing,
      collectively, "Material
      Contracts").
      Each
      Seller has heretofore provided true, complete and correct copies of all of
      its
      Material Contracts to Buyer.

     

    There
      is
      not, and to the best knowledge of each of the Sellers, the Stockholders, and
      the
      Officer, there has not been claimed or alleged by any Person with respect to
      any
      Material Contract, any existing default, or event that with notice or lapse
      of
      time or both would constitute a default or event of default, on the part of
      either Seller or, to the best knowledge of each of the Sellers, the Stockholders
      and the Officer, on the part of any other party thereto, and no consent,
      approval, authorization or waiver from, or notice to, any Governmental Entity
      or
      other Person is required in order to maintain in full force and effect any
      of
      the Material Contracts, other than such consents and waivers that have been
      obtained and are unconditional and in full force and effect and such notices
      that have been duly given and copies of such consents, waivers and notices
      have
      been delivered to Buyer.

     

    2.11  Customers,
      Suppliers and Distributors.
      Sellers
      have delivered to Buyer by electronic mail or facsimile dated March 10, 2006
      (i)
      a list of all of each of the Sellers’ customers, (ii) the sales of each Seller
      for the 12 month period ended January 31, 2006, and (iii) the suppliers and
      distributors of each Seller during such period. Other
      than in the normal course of business, there
      has not
      been any adverse change in the business relationship of either Seller with
      any
      such customer, supplier or distributor, and neither of the Sellers, the
      Stockholders or the Officer is aware of any threatened loss of any such
      customer, supplier or distributor. 

     

    Attached
      to Section 2.11 of the Disclosure Schedule is the most recent form of each
      of
      the Sellers’ standard customer agreement.

     

    
      
        
        

      

      
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    2.12  Litigation;
      Compliance with Laws; Licenses and Permits.
      

     

    (a)  Except
      as
      set forth in Section 2.12 of the Disclosure Schedule, there is no claim, suit,
      action or proceeding ("Proceeding")
      pending, nor, to the best knowledge of each of the Sellers, the Stockholders
      or
      the Officer, is there any investigation or Proceeding threatened, that involves
      or affects either Seller or the Business, by or before any Governmental Entity,
      court, arbitration panel or any other Person.

     

    (b)  Except
      as
      set forth in Section 2.12 of the Disclosure Schedule, each of the Sellers and
      the Business have complied with all applicable federal, state, county, municipal
      or other local criminal, civil or common laws, statutes, ordinances, orders,
      codes, rules, regulations, permits, policies, guidance documents, judgments,
      decrees, injunctions, or agreements of any Governmental Entity (collectively,
      "Laws"),
      including but not limited to Laws relating to zoning, building codes, antitrust,
      occupational safety and health, industrial hygiene, environmental protection,
      water, ground or air pollution, consumer product safety, product liability,
      hiring, wages, hours, employee benefit plans and programs, collective bargaining
      and the payment of withholding and social security taxes. Since January 1,
      2002,
      neither Seller has received any notice of any violation of any Law.

     

    (c)  Except
      as
      set forth in Section 2.12 of the Disclosure Schedule, each of the Sellers and
      the Business has every license, permit, certification, qualification or
      franchise issued by any Governmental Entity (each, a "License")
      and
      every approval, authorization, waiver, variance, exemption, consent or
      ratification by or on behalf of any Person that is not a party to this Agreement
      (each, a "Permit")
      required for it to conduct its business as presently conducted. All such
      Licenses and Permits are specified on Schedule 2.12. All such Licenses and
      Permits are in full force and effect and neither of the Sellers, the
      Stockholders or the Officer has received notice of any pending cancellation
      or
      suspension of any thereof nor, to the best knowledge of either of the Sellers,
      the Stockholders or the Officer, is any cancellation or suspension thereof
      threatened. The applicability and validity of each such License and Permit
      will
      not be adversely affected by the consummation of the transactions contemplated
      by this Agreement. Each such License or Permit is set forth in Section 2.12
      of
      the Disclosure Schedule.

     

    2.13  Product
      or Service Claims.
      No
      product or service liability claim or a claim with respect to the conduct of
      the
      Business is pending, or to the best knowledge of each of the Sellers, the
      Stockholders or the Officer, threatened, against either Seller or against any
      other party with respect to the products or services of the Business. Section
      2.13 of the Disclosure Schedule lists all service and product liability claims
      asserted against each Seller with respect to the products or services of the
      Business or either Seller during the last five (5) years.

     

    2.14  No
      Brokers.
      Neither
      of the Sellers, the Stockholders or the Officer has employed, or otherwise
      engaged, any broker or finder or incurred any liability for any brokerage or
      investment banking fees, commissions, finders' fees or other similar fees in
      connection with the transactions contemplated by this Agreement. 

     

    
      
        
        

      

      
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    2.15  Assets
      Utilized in the Business.
      Except
      as set forth in Section 2.15 of the Disclosure Schedule, the assets, properties
      and rights owned, leased or licensed by each Seller or used in connection with
      the Business and that are owned, leased or licensed by such Seller as of the
      date hereof, and all the agreements to which each Seller is a party, constitute
      all of the properties, assets and agreements necessary to such Seller in
      connection with the operation and conduct by such Seller of the Business as
      presently and as proposed to be conducted.

     

    2.16  Related
      Party Transactions.
      Section
      2.16 of the Disclosure Schedule sets forth all services provided by each of
      the
      Stockholders or the Officer to each of the Sellers and all other arrangements
      or
      agreements involving either of the Stockholders, the Officer or the Sellers
      for
      the last 5 years.

     

    2.17  Insurance.
      Section
      2.17 of the Disclosure Schedule contains a complete and correct list of all
      policies of insurance of any kind or nature covering each Seller, including
      policies of life, fire, theft, casualty, product liability, workmen's
      compensation, business interruption, employee fidelity and other casualty and
      liability insurance, indicating the type of coverage, name of insured, the
      insurer, the expiration date of each policy, the amount of coverage and whether
      on an "occurrence" or "claims made" basis. All such policies are: (i) with
      insurance companies that are financially sound and reputable and are in full
      force and effect; (ii) sufficient for compliance with all material requirements
      of law and of all applicable material agreements; and (iii) valid, outstanding
      and enforceable policies. Complete and correct copies of such policies have
      been
      furnished to Buyer. All such insurance policies or comparable coverage shall
      continue in full force and effect through the Closing Date. 

     

    2.18  No
      Misstatements or Omissions.
      No
      representation or warranty by either of the Sellers, the Stockholders or the
      Officer contained in this Agreement and no statement of
      each
      of the Sellers, the Stockholders or the Officer contained
      in any certificate, list, Schedule, Exhibit or other instrument specified or
      referred to in this Agreement, whether heretofore furnished to Buyer or
      hereafter furnished to Buyer pursuant to this Agreement, contains or will
      contain any untrue statement of a material fact or omits or will omit any
      material fact necessary to make the statements contained therein, in light
      of
      the circumstances under which it was made, not misleading.

     

    2.19  Labor
      Matters and Employment Matters.

     

    (a)  Set
      forth
      on Section 2.19(a) of the Disclosure Schedule is a list of all employees of
      each
      of the Sellers as of the date hereof and their respective positions, hire dates
      and, stated separately, their base wage rates and the nature and amount of
      any
      other compensation.

     

    (b)  Set
      forth
      on Section 2.19(b) of the Disclosure Schedule is a list of (i) each oral or
      written employment agreement, contract or severance agreement existing as of
      the
      date hereof, individually or collectively, with any of the Sellers’ employees
      (collectively, the "Employment
      Agreements"),
      and
      (ii) the name of each employee of such Seller with whom such Seller has entered
      into an agreement or contract as of the date hereof providing for retention
      payments (collectively, the "Retention
      Agreements").
      Each
      Seller has furnished to the Buyer copies of all Employment Agreements and
      Retention Agreements.

     

    
      
        
        

      

      
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    (c)  (i)
      Neither Seller is a party to or bound by any collective bargaining agreement
      or
      similar agreement with any labor organization, or work rules or practices agreed
      to with any labor organization or employee association applicable to such
      Seller’s employees, (ii) none of such Seller’s employees are represented by any
      labor organization, and there are no organizational campaigns, demands,
      petitions or proceedings pending or, to the knowledge of each of the Sellers,
      the Stockholders or the Officer, threatened by any labor organization or group
      of employees seeking recognition or certification as collective bargaining
      representative of any group of such Seller’s employees, (iii) to the knowledge
      of each of the Sellers, the Stockholders or the Officer, there are no union
      claims to represent the employees of either Seller, (iv) there are no strikes,
      controversies, slowdowns, work stoppages, lockouts or labor disputes pending
      or,
      to the knowledge of each of the Sellers, the Stockholders or the Officer,
      threatened against or affecting either Seller, and there has not been any such
      action during the past five (5) years, and (v) no unfair labor practice charges,
      jurisdictional disputes, or other matters within the jurisdiction of the
      National Labor Relations Board has occurred, is pending or, to the knowledge
      of
      each of the Sellers, the Stockholders or the Officer, is threatened before
      the
      National Labor Relations Board or other governmental entity. 

     

    (d)  Each
      Seller is, and has, at all times during at least the last three (3) years,
      been
      in compliance with all applicable laws, regulations and ordinances respecting
      immigration, employment and employment practices, and the terms and conditions
      of employment, including, without limitation, employment standards, equal
      employment opportunity, family and medical leave, wages, hours of work and
      occupational health and safety. 

     

    (e)  (i)
      There
      are no pending, or to the knowledge each of the Sellers, the Stockholders or
      the
      Officer, threatened Equal Employment Opportunity Commission or analogous state
      or local agency charges, complaints or other claims of employment discrimination
      against either Seller by any employee or independent contractor of either
      Seller; (ii) there are no pending, or to the knowledge of each of the Sellers,
      the Stockholders or the Officer, threatened wage complaints, investigations,
      reviews or audits with respect to any of either Seller’s employees by the
      Department of Labor or analogous state or local governmental entities, and
      neither Seller has received notice of the intent of the Department of Labor
      or
      any other government entity to conduct any such investigation, review or audit;
      (iii) there are no pending, or to the knowledge of each of the Sellers, the
      Stockholders or the Officer, threatened occupational safety and health
      complaints, investigations or reviews with respect to any of either Seller’s
      employees by the Occupational Safety and Health Administration or analogous
      state or local government entities, and neither Seller has received notice
      of
      the intent of the Occupational Safety and Health Administration or any other
      government entity to conduct any such investigation or review; and (iv) neither
      Seller has received notice of the intent of any government entity responsible
      for the enforcement of labor and employment laws to conduct any investigation,
      audit or review and, to the knowledge of each of the Sellers, the Stockholders
      or the Officer, no such investigation is in progress with respect to either
      Seller.

     

    
      
        
        

      

      
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    (f)  Since
      January 1, 2005 neither Seller has effected (i) a "plant closing" as defined
      in
      the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") affecting
      any site of employment or one or more facilities or operating units within
      any
      site of employment or facility of such Seller, or (ii) a "mass layoff" as
      defined in WARN affecting any site of employment or facility of such Seller;
      nor
      has either Seller been affected by any transaction or engaged in layoffs or
      employment terminations sufficient in number to trigger application of any
      similar state or local law. None of either Seller’s employees has suffered an
      "employment loss" as defined in WARN since January 1, 2005. Buyer shall not
      incur any liability or other obligation with respect to WARN or any state or
      local plant closing or mass layoff statute in connection with or as a result
      of
      the transactions contemplated by this Agreement. The Sellers shall be, jointly
      and severally, solely and exclusively liable to provide such WARN or other
      plant
      closing or mass layoff notices as may be necessary in connection with any loss
      of employment by any employee of either Seller through and including the Closing
      Date.

     

    (g)  The
      consummation of the transaction contemplated hereunder will not accelerate
      the
      time of payment of any compensation due to any employee of either Seller or
      result in an excess parachute payment to any employee of either Seller within
      the meaning of Code Section 280G.

     

    (h)  Set
      forth
      on Section 2.19(h)(A) of the Disclosure Schedule is a complete list of each
      Seller’s current foreign national employees on whose behalf such Seller has
      submitted applications and petitions to the U.S. Department of Labor, U.S.
      Immigration and Naturalization Service, and U.S. Department of State for
      immigration employment and visa benefits; and each Seller has provided the
      Buyer
      with copies of all such applications and petitions and all government notices
      regarding adjudications of such notices and petitions. Section 2.19(h)(B) of
      the
      Disclosure Schedule identifies and describes any pending or, to the knowledge
      of
      each of the Sellers, the Stockholders or Officers, threatened actions against
      either Seller for violations under the Immigration Reform and Control Act of
      1986 respecting such employees of either Seller.

     

    (i)  Set
      forth
      on Section 2.19(i) of the Disclosure Schedule is a complete list of all business
      of each Seller involving federal contracts giving rise to any reporting or
      filing obligations with the Office of Federal Contract Compliance Programs
      ("OFCCP"), and each Seller has complied in all material respects with all hiring
      and employment obligations applicable under OFCCP rules and
      regulations.

     

    2.20  Environmental
      Matters.
      To the
      best knowledge of each of the Sellers, the Stockholders and the
      Officer:

     

    (a)  Each
      Seller is in compliance with, and the Business has been conducted in material
      compliance with, all Environmental Laws (as defined below) and Environmental
      Permits (as defined below);

     

    (b)  no
      Site
      (as defined below) is a treatment, storage or disposal facility, as defined
      in
      and regulated under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901
      et seq., is on or ever was listed or is proposed for listing on the National
      Priorities List pursuant to the Comprehensive Environmental Response,
      Compensation and Liability Act, 42 U.S.C. § 9601 et seq., or on any similar
      state list of sites requiring investigation or cleanup;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (c)  Neither
      of the Sellers, the Stockholders or the Officer have received any notice that
      remains pending or outstanding with respect to its business or any Site from
      any
      governmental entity or person alleging that either Seller is not in material
      compliance with any Environmental Law;

     

    (d)  there
      has
      been no release of a Hazardous Substance (as defined below) at, from, in, to,
      on
      or under any Site and no Hazardous Substances are present in, on, about or
      migrating to or from any Site that could give rise to an Environmental Claim
      (as
      defined below) against either Seller;

     

    (e)  there
      are
      no pending or outstanding corrective actions requested, required or being
      conducted by any governmental entity for the investigation, remediation or
      cleanup of any Site, and there have been no such corrective actions, whether
      still pending or otherwise;

     

    (f)  the
      Business has obtained and holds all necessary environmental permits, and those
      environmental permits will remain in full force and effect after the
      consummation of the transactions contemplated hereby;

     

    (g)  there
      are
      no past or pending, or to the knowledge of each of the Sellers, the Stockholders
      and the Officer, threatened, Environmental Claims against either Seller or,
      with
      respect to the Business, either Seller or the Purchased Assets, the Stockholders
      or the Officer, and neither of the Sellers, the Stockholders or the Officer
      is
      aware of any facts or circumstances which could be expected to form the basis
      for any Environmental Claim against the Business;

     

    (h)  neither
      of the Sellers, nor any predecessor of such Seller, nor any entity previously
      owned by either Seller, has transported or arranged for the treatment, storage,
      handling, disposal, or transportation of any Hazardous Substance to any off-Site
      location that could result in an Environmental Claim against such
      Seller;

     

    (i)  there
      are
      no (i) underground storage tanks, active or abandoned, (ii) polychlorinated
      biphenyl containing equipment, or (iii) asbestos containing material at any
      Site; and

     

    (j)  there
      have been no environmental investigations, studies, audits, tests, reviews
      or
      other analyses (which have been reduced to writing) conducted by, on behalf
      of,
      or that are in the possession of either Seller with respect to any Site or
      any
      transportation, handling or disposal of any Hazardous Substance that has not
      been delivered to Buyer prior to execution of this Agreement.

     

    
      
        
        

      

      
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    As
      used
      herein, (i) "Environment"
      means
      all air, surface water, groundwater, or land, including land surface or
      subsurface, including all fish, wildlife, biota and all other natural resources;
      (ii) "Environmental
      Claim"
      means
      any and all administrative or judicial actions, suits, orders, claims, liens,
      notices, notices of violations, investigations, complaints, requests for
      information, proceedings or other communications (written or oral), whether
      criminal or civil, (collectively, "Claims")
      pursuant to or relating to any applicable Environmental Law by any person
      (including, but not limited to, any governmental entity, person and citizens'
      group) based upon, alleging, asserting, or claiming any actual or potential
      (x)
      violation of or liability under any Environmental Law, (y) violation of any
      environmental permit, or (z) liability for investigatory costs, cleanup costs,
      removal costs, remedial costs, response costs, natural resource damages,
      property damage, personal injury, fines, or penalties arising out of, based
      on,
      resulting from, or related to the presence, release, or threatened release
      into
      the Environment, of any Hazardous Substances at any location, including, but
      not
      limited to, any off-Site location to which Hazardous Substances or materials
      containing Hazardous Substances were sent for handling, storage, treatment,
      or
      disposal; (iii) "Environmental
      Law"
      means
      any and all Laws relating to the protection of health and the Environment,
      worker health and safety, and/or governing the handling, use, generation,
      treatment, storage, transportation, disposal, manufacture, distribution,
      formulation, packaging, labeling, or release of Hazardous Substances, whether
      now existing or subsequently amended or enacted, and the state analogies
      thereto, all as amended or superseded from time to time; and any common law
      doctrine, including, but not limited to, negligence, nuisance, trespass,
      personal injury, or property damage related to or arising out of the presence,
      Release, or exposure to a Hazardous Substance; (iv) "Hazardous
      Substance"
      means
      petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products,
      radioactive materials, asbestos or asbestos-containing materials, gasoline,
      diesel fuel, pesticides, radon, urea formaldehyde, lead or lead-containing
      materials, polychlorinated biphenyls; and any other chemicals, materials,
      substances or wastes in any amount or concentration which are now included
      in
      the definition of "hazardous substances," "hazardous materials," "hazardous
      wastes," "extremely hazardous wastes," "restricted hazardous wastes," "toxic
      substances," "toxic pollutants," "pollutants," "regulated substances," "solid
      wastes," or "contaminants" or words of similar import, under any Environmental
      Law; and (v) "Site"
      means
      any of the real properties currently or previously owned, leased, used or
      operated by either Seller, any predecessors of either Seller or any entities
      previously owned by either Seller, including all soil, subsoil, surface waters
      and groundwater thereat.

     

    2.21  No
      Material Adverse Change.
      Except
      as disclosed in Section 2.21 of the Disclosure Schedule, since December 31,
      2005, (a) no event, condition or circumstance has occurred that could, or could
      be reasonably likely to, have a material adverse effect on the Business or
      the
      Purchased Assets, or on the condition (financial or otherwise), results of
      operations or prospects of either Seller or the Business; and (b) the Business
      has been conducted in the ordinary course and consistent with past practice.
      

     

    2.22  No
      Undisclosed Liabilities.
      

     

    (a)  Neither
      Seller has any Liabilities other than those identified in the Disclosure
      Schedule, each of which was incurred in the ordinary course of
      business.

     

    (b)  All
      accounts payable of each Seller are set forth in Section 1.4(viii) of the
      Disclosure Schedule, are the result of bona fide transactions in the ordinary
      course of business and are not yet due and payable as at the date hereof, in
      accordance with the respective invoices relating thereto. 

     

    
      
        
        

      

      
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    2.23  Solvency.
      Immediately prior to and upon consummation of the transactions contemplated
      under this Agreement, each Seller will be solvent, will have assets having
      a
      fair value in excess of the amount required to pay its Liabilities as they
      become due and will have access to adequate capital for the conduct of its
      business and the ability to pay its debts and such Liabilities as they
      mature.

     

    2.24  Employee
      Benefits.
      (a) Disclosure
      of All Plans.
      Except
      as set forth in Section 2.24 of the Disclosure Schedule, neither of the Sellers
      nor any other company or entity, which
      together with either of the Sellers has at any time constituted a member of
      the
      Sellers’ "controlled group" or "affiliated service group" (within the meaning of
      Sections 4001(a)(14) and/or (b) of the Employee Retirement Income Security
      Act
      of 1974, as amended ("ERISA")
      and/or
      Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as
      amended (the "Code")
      (such
      group or groups and each member thereof hereinafter referred to individually
      and
      collectively as the "Group")),
      has
      at any time adopted, sponsored or maintained, has any liability for or is a
      fiduciary with respect to, or has any present or future obligation to contribute
      to or make payment under, or has or is making contributions or payments under,
      (i) any employee benefit plan (as defined in Section 3(3) of ERISA) regardless
      of whether such plan is actually covered by ERISA (including any Employee
      Welfare Benefit Plan or Employee Pension Plan, as defined in ERISA), or (ii)
      any
      other benefit plan, program, policy, practice, contract or arrangement of any
      kind whatsoever (whether for the benefit of present, former, retired or future
      employees, officers, directors, managers, consultants or each of independent
      contractors of either of the Sellers or any member of the Group, or for the
      benefit of any other person or persons) including, without limitation, with
      respect to disability, relocation, child care, educational assistance, deferred
      compensation, pension, retirement, profit sharing, thrift, savings, stock
      ownership, stock bonus, restricted stock, health, dental, medical, life,
      hospitalization, stock purchase, stock option, incentive, bonus, sabbatical
      leave, vacation, severance, cafeteria, performance award, stock or stock-related
      awards, fringe benefits or other contribution, benefit or payment of any kind,
      whether formal or informal, oral or written, funded or unfunded and whether
      or
      not legally binding, or (iii) any employment, consulting, service or other
      contract or agreement of any kind whatsoever (collectively, "Employee
      Plans").
      Neither of the Sellers nor any member of the Group has any plan or commitment,
      whether legally binding or not, to establish any new Employee Plan, to modify
      any Employee Plan, or to enter into any Employee Plan, nor do they have any
      intention or commitment to do any of the foregoing.

     

    (b)  Documentation.
      Each of
      the Sellers and all members of the Group have provided to Buyer (i) correct
      and
      complete copies of all documents embodying or relating to each Employee Plan
      including all amendments thereto and copies of all forms of agreement and
      enrollment used therewith, and all trusts, group annuity contracts, insurance
      policies or other funding media in connection with these Employee Plans; (ii)
      the most recent annual reports (Series 5500 and all schedules thereto), if
      any,
      required under ERISA or the Code in connection with each Employee Plan or
      related trust; and (iii) the most recent Internal Revenue Service ("IRS")
      determination letter, opinion letter and rulings relating to each Employee
      Plan.
      Except as required to comply with applicable law or as otherwise required by
      this Agreement, no plan amendments have been adopted, no changes to the
      documents have been made, and no such amendments or changes shall be adopted
      or
      made prior to the Closing Date and since the date such documents were supplied
      to the Buyer.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (c)  Qualified
      Status and Current Determination Letter.
      Each
      Employee Plan which is intended to qualify under Section 401(a) of the Code
      and
      each trust intended to qualify under Section 501(a) of the Code has received
      a
      favorable determination letter from the IRS with respect to each such Employee
      Plan as to its qualified status under the Code, including all amendments to
      the
      Code effected by the Tax Reform Act of 1986 and subsequent legislation enacted
      through 2001, and neither of the Sellers nor any member of the Group knows
      or
      has reason to know why each such Employee Plan or trust should not continue
      to
      be so qualified.

     

    (d)  Employee
      Plan Compliance.
      Except
      as set forth in Section 2.24 of the Disclosure Schedule, (i) each Employee
      Plan
      has been established and maintained in all material respects in accordance
      with
      its terms and in compliance with all applicable laws, statutes, orders, rules
      and regulations including, without limitation, ERISA and the Code, and no
      communication has been received from a governmental authority asserting that
      an
      Employee Plan is not in compliance with applicable laws, statutes, orders,
      rules
      and regulations; (ii) no prohibited transaction (within the meaning of Section
      4975 of the Code or Section 406 of ERISA) has occurred with respect to any
      Employee Plan; (iii) there are no actions, suits, claims, or governmental agency
      action or investigation pending or threatened (other than routine claims for
      benefits) against any Employee Plan or against the assets of any Employee Plan,
      and neither of the Sellers nor any member of the Group have any reason to expect
      such an action, suit, claim, or governmental agency action or investigation
      to
      arise; (iv) each Employee Plan can be amended, terminated or otherwise
      discontinued before or after the Closing Date in accordance with its terms,
      without liability to either of the Sellers, any member of the Group or the
      Buyer
      (other than ordinary administration expenses or Liabilities typically incurred
      in a termination event); (v) there are no audits, inquiries or proceedings
      pending or threatened by the IRS or Department of Labor ("DOL") with respect
      to
      any Employee Plan; (vi) neither of the Sellers nor any member of the Group
      is
      subject to any penalty or tax with respect to any Employee Plan under Section
      402(i) of ERISA or Sections 4975 through 4980 of the Code; and (vii) neither
      of
      the Sellers nor any member of the Group has engaged in a transaction that could
      be subject to Section 4069 or 4212(c) of ERISA. 

     

    (e)  No
      Pension Plans.
      Neither
      of the Sellers nor any members of the Group have ever maintained, established,
      sponsored, participated in or contributed to any employee pension benefit plan
      (as defined Section 3(2) of ERISA) which was, or is, subject to Part 3 of
      Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code,
      and neither of the Sellers nor any member of the Group has incurred, or expects
      to incur, any liability under Title IV of ERISA. 

     

    (f)  No
      Multiemployer Plans.
      At no
      time has either of the Sellers or any member of the Group sponsored, maintained,
      contributed to, had any obligation to contribute to, or incurred, or expects
      to
      incur, any liability regarding any multiemployer plan (as defined in Section
      3(37) or Section 4001(a)(2) of ERISA).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (g)  No
      Retiree Benefits.
      Neither
      of the Sellers nor any member of the Group maintains, sponsors, contributes
      to,
      or has any obligation to any retired or former employee of either of the Sellers
      with respect to the provision of any disability (long or short term),
      hospitalization, medical, dental or life insurance benefits, whether insured
      or
      self-insured, or coverage under any employee welfare benefit plan (within the
      meaning of Section 3(1) of ERISA) or any similar benefit plan maintained by
      either of the Sellers or any member of the Group, other than as required under
      Section 4980B of the Code or Part 6 of Title I of ERISA or any similar state
      law. Neither of the Sellers nor any member of the Group have represented,
      promised or contracted (whether in oral or written form) to an employee (either
      individually or to employees as a group) that such employee(s) would be provided
      with life insurance, medical or other employee benefits upon their retirement
      or
      termination of employment, except to the extent required by statute.


     

    (h)  Compliance
      with COBRA.
      Each of
      the Sellers and all member of the Group have complied with all notice and
      continuation of health care coverage requirements under Section 4980B of the
      Code and Part 6 of Title I of ERISA or any applicable state law. 

     

    (i)  No
      Foreign Plans.
      Neither
      of the Sellers nor any member of the Group maintains, sponsors, has any
      obligation or liability to or provides or otherwise makes available retirement
      or deferred benefits of any kind whatsoever under any benefit plan or Employee
      Plan established or maintained outside of the United States.

     

    (j)  Effect
      of Transaction.
      The
      execution of this Agreement and the consummation of the transactions
      contemplated hereby and thereby will not (either alone or upon the occurrence
      of
      any additional or subsequent events) constitute an event under any Employee
      Plan, trust or loan that will or may result in any payment (whether of severance
      pay or otherwise), acceleration, forgiveness of indebtedness, vesting,
      distribution, increase in benefits or obligation to fund benefits with respect
      to any Employee Benefit Plan. No payment or benefit which will or may be made
      by
      either of the Sellers, any member of the Group or the Buyer as a result of
      the
      execution of this Agreement and consummation of the transactions contemplated
      hereby will be characterized as a parachute payment (within the meaning of
      Section 280G of the Code).

     

    2.25  Investment
      Representations.
      (a)
      Each of the Sellers is an "Accredited Investor", as that term is defined under
      Section 501(a) of Regulation D under the Securities Act of 1933, as amended
      (the
      "Act"), by virtue of the fact that all of their respective equity owners are
      accredited investors. Neither of the Sellers is a broker or dealer registered
      with the Securities and Exchange Commission under the Securities Exchange Act
      of
      1934, or an entity engaged in a business that would require it to be so
      registered. 

     

    (b)
      Prior
      to the date hereof and the Closing Date, each Seller has had full opportunity
      to
      ask questions of and receive answers from AMAC and its officers and authorized
      represen-ta-tives regarding the merits of an investment in the Shares. Each
      Seller confirms that it does not desire to receive any further information.
      Each
      Seller has sufficient knowledge and experience in financial and business matters
      so as to be able to evaluate the merits and risks of acquiring the
      Shares.

     

    
      
        
        

      

      
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    (c)
      Each
      Seller acknowledges that the Shares have not been registered under the Act
      or
      the securities laws of any state, are exempt from such registration and are
      being issued in reliance on Section 4(2) of the Act, specifically Rule 506
      promulgated under Regulation D, and in reliance on each Seller’s representations
      and warranties contained herein. Neither Seller has received any general
      solicitation or general advertising regarding the acquisition of the Shares.
      Each Seller acknowledges that the Shares cannot be resold unless they are
      registered under the Act or exemption from registration is
      available.

     

    (d)
      Each
      Seller represents and warrants that the Shares are being acquired by it for
      its
      own account, for investment purposes and not with a view to distribu-tion or
      resale, nor with the intention of sale, transfer or other disposition, in whole
      or any part for any particular price, or at any particular time, or upon the
      happening of any particular event or circum-stance. Each Seller agrees to hold
      the Shares indefinitely unless they are subsequently registered under the Act,
      or an exemption from such registration is available, and acknowledges that
      AMAC
      will require an opinion of counsel, as a condition of any sale or transfer,
      that
      registration is not required under the Act or applicable state securities laws.
      Certificates to be issued will bear a legend indicating that the Shares have
      not
      been registered under the Act and are subject to restrictions on
      transferability.

     

    Section
      3.  Representations
      and Warranties of Buyer.
      Buyer
      represents and warrants to each of the Sellers and the Stockholders that each
      of
      the following statements is true and correct as of the date hereof:

     

    3.1  Organization.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of its jurisdiction of organization, with full power and authority to
      conduct its business and to own and operate its assets and properties as
      presently conducted and operated.

     

    3.2  Authorization;
      Validity of Agreement.
      Buyer
      has the right, power and authority to execute and deliver this Agreement and
      each of the other Purchase Documents to which it is a party (the "Buyer
      Purchase Documents")
      and to
      consummate the transactions contemplated hereby and thereby and to make the
      representations set forth herein and therein. The execution and delivery of
      the
      Buyer Purchase Documents and the consummation of the transactions contemplated
      hereby and thereby have been duly and validly authorized by Buyer and no other
      proceedings on the part of Buyer are necessary to authorize the Buyer Purchase
      Documents or the consummation of the transactions contemplated hereby and
      thereby. Each of the Buyer Purchase Documents have been duly and validly
      executed by Buyer and constitute the valid and binding agreement of Buyer,
      enforceable against Buyer in accordance with its terms, except as such
      enforceability may be subject to or limited by applicable bankruptcy,
      insolvency, reorganization, or other similar laws, now or hereafter in effect,
      affecting the enforcement of creditors' rights generally.  The
      Shares, when issued, shall be validly issued, non-assessable and fully paid
      shares of AMAC's common stock.

     

    
      
        
        

      

      
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    3.3  Consents
      and Approvals; No Violation.
      The
      execution, performance and delivery by Buyer of the Buyer Purchase Documents
      and
      the consummation by Buyer of the transactions contemplated hereby and thereby,
      and compliance by Buyer with the provisions hereto and thereto do not and will
      not: (a) conflict with or breach any provision of the Certificate of
      Incorporation of Buyer; (b) violate or breach in any respect any provision
      of,
      or constitute a default (or an event which, with notice or lapse of time or
      both
      would constitute a default) under, any of the terms, covenants, conditions
      or
      provisions of, or give rise to a right to terminate or accelerate or increase
      the amount of payment due under, any note, bond, mortgage, indenture, deed
      of
      trust, license, franchise, permit, lease, contract, agreement or other
      instrument, commitment or obligation to which Buyer is a party, or by which
      Buyer or any of its properties or assets may be bound; (c) require Buyer to
      make
      any filing or registration with, or obtain any other permit, authorization,
      consent or approval of, any governmental or regulatory authority; (d) violate
      any order, writ, injunction, decree, judgment, or ruling of any court or
      governmental authority applicable to Buyer or any of its assets; or (e) violate
      any statute, law, rule or regulation applicable to Buyer.

     

    Section
      4.  Covenants
      of the Parties.

     

    4.1  Employee
      Matters.

     

    (a)  Nothing
      in this Agreement shall confer upon any employee of the either Seller the right
      to employment with Buyer after the Closing Date. Buyer shall offer employment
      to
      all the of the Sellers’ current employees as listed on Schedule 2.19(a) hereto
      (all such employees accepting such offer are hereinafter referred to as the
      "Transferred
      Employees"),
      at no
      less than the base wage rates set forth on Schedule 2.19(a) hereto and no less
      favorable terms as set forth on Schedule 2.19(a) hereto, and on such other
      terms
      to be established by Buyer in its sole discretion. Buyer shall have no
      Liabilities with respect to either of the Sellers’ employees or independent
      contractors for periods prior to any such person becoming employees of, or
      independent contractors to, Buyer, including, but not limited to, Liabilities
      for wages, bonuses, vacation pay and employee benefits of any kind, and each
      of
      the Sellers shall be solely liable, jointly and severally, for the payment
      of
      any such Liabilities.

     

    (b)  Except
      to
      the extent specifically set forth in Section 4.1 of the Disclosure Schedule
      hereto, Buyer is not assuming and the Sellers shall remain liable, jointly
      and
      severally, for all Liabilities arising out of or in any way related to (i)
      all
      amounts required to be paid pursuant to any Employment Agreements, Retention
      Agreements and any other similar agreements between either Seller and any of
      such Seller’s employees, subject to and in accordance with the terms and
      conditions set forth in such agreements; (ii) any and all severance or
      termination costs that arise with respect to employees of either Seller
      terminated from employment with such Seller on or before the Closing Date (or
      whose notice of termination was delivered prior to such date); (iii) any claims
      by any employee of either Seller relating to a termination or deemed termination
      on or prior to the Closing Date as a result of the transactions contemplated
      by
      this Agreement; (iv) any claims by any Seller's employees who refuse Buyer’s
      offer of employment; (v) any workers’ compensation claims by any Transferred
      Employee for injuries or illnesses incurred, sustained or resulting from
      work-related exposures or conditions prior to such Transferred Employee’s
      employment date with Buyer, if any (regardless of whether the claim related
      thereto is filed before or after the Closing Date); (vi) claims for any benefits
      accruing, or with respect to occurrences commencing, on or before the Closing
      Date under any Seller's benefit plans, including, but not limited to, (A)
      hospital benefits or any confinements that commenced on or before the Closing
      Date, including any covered charges of health care professionals relating to
      such confinements, (B) short-term and long-term disability 

     

    
      
        
        

      

      
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    benefits,
      if any, for disabilities that commenced on or before the Closing Date for the
      period that each of such affected individuals remain disabled, (C) life and
      survivor income benefits, if any, for deaths that occur on or prior to the
      Closing Date, (D) all benefits that are being, or may be, paid to, or with
      respect to, any of such employees who are on long-term or short-term disability
      or medical, family, personal or other leaves of absence as of the Closing Date,
      or who go on short-term, long-term, medical, family, personal or other leaves
      of
      absence after the Closing Date as a result of any injury, illness or other
      factor occurring on or prior to the Closing Date pursuant to
      the  terms of such Seller benefit plans as in effect immediately prior
      to the Closing Date (including any subsequent benefit increases); (E) benefits
      under any "spending account" or similar arrangement under any "cafeteria plan"
      (as defined in Section 125 of the Internal Revenue Code of 1986, as amended)
      with respect to salary reduction elections made prior to the Closing Date,
      (F)
      benefits under all other benefit plans of either Seller which accrue on or
      before the Closing Date; (vii) any independent contractor agreement or
      relationship to or involving either Seller entered into prior to the Closing
      Date; (viii) other acts or omissions occurring or otherwise attributable to
      the
      period on or before the Closing Date with respect to the employment of,
      termination of employment of, provision of benefits to, and/or compensation
      of
      any of the Sellers’ employees, including, but not limited to, any personal
      injury, discrimination, wage/hour, family and medical leave, mass layoff, plant
      closing, harassment, wrongful discharge, or other wrongful employment practice,
      unfair labor practice, claims for benefits (including claims arising under
      ERISA
      or workers’ compensation laws), or other violation of, or obligations under, any
      labor, employment or benefits law; and (ix) all wages and salaries of the
      Sellers’ employees for work performed or services rendered by such employees on
      or prior to the Closing Date. The parties hereto acknowledge and agree that,
      except with respect to those benefit plans listed on Section 4.1 of the
      Disclosure Schedule (the “Assumed
      Plans”),
      as of
      the Closing Date, the Transferred Employees will cease accruing benefits under
      and shall cease participation in all of the Sellers’ benefit plans. Buyer shall
      not have any liability or obligations of any nature, whether known or unknown,
      absolute, accrued, contingent or otherwise, and whether due or to become due,
      arising out of relating to either Seller being, or being deemed to be, a joint
      employer or part of a single employer group. Sellers shall pay all Transferred
      Employees an amount equal to their respective accrued vacation within 24 hours
      of the Closing Date.

     

    (c)  The
      Buyer
      shall not adopt, assume or otherwise become responsible for, either primarily
      or
      as a successor employer, any assets or Liabilities of any Employee Plans,
      employee benefit plans, arrangements, commitments or policies currently provided
      by either Seller or by any member of the Group and each Seller shall remain
      solely liable for any Liability related to Employee Plans or other employee
      benefit plans, arrangements, commitments or policies, except that Buyer shall
      assume all obligations under the Assumed Plans for periods beginning after
      the
      Closing Date; and if and to the extent that the Buyer is deemed by law or
      otherwise to be liable as a successor employer for such purposes, each of the
      Sellers, the Stockholders and the Officer shall, jointly and severally,
      indemnify the Buyer for the full and complete costs, fees and other Liabilities
      which result. Each Seller shall honor and be solely responsible for all
      Liabilities under such Seller’s benefit plans.

     

    (d)  Neither
      Seller shall take any action, including, but not limited to, offering employment
      with such Seller, to induce Transferred Employees not to accept employment
      with
      Buyer.

     

    
      
        
        

      

      
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    (e)  To
      the
      extent permitted by law, as soon as reasonably practicable after the date
      hereof, each Seller will provide to Buyer the necessary employee data, including
      personnel and benefits information, maintained with respect to the Transferred
      Employees by such Seller or by its independent contractors, such as insurance
      companies and actuaries, in order to facilitate benefit and payroll transition
      for the Transferred Employees. After the date hereof, each Seller shall
      cooperate and provide Buyer with reasonable assistance in connection with the
      establishment of any applicable employee benefit plans and programs and shall
      cooperate with the Buyer in assisting the Transferred Employees in rolling
      over
      amounts attributable to their participation in each Seller’s defined
      contribution plan(s) into any comparable defined contribution retirement plan
      that may be established by the Buyer.

     

    (f)  Notwithstanding
      anything to the contrary contained in Section 6 hereof, each of the Sellers,
      the
      Stockholders and the Officer shall, jointly and severally, pay and shall assume,
      indemnify, defend, and hold harmless Buyer from and against and in respect
      of
      any and all losses, damages, claims for benefits, Liabilities, taxes, and
      sanctions that arise under the Section 4980B of the Code, or Part 6 of Title
      I
      of ERISA or any similar state law (individually and collectively "COBRA"),
      interest and penalties, costs, and expenses (including, without limitation,
      disbursements and reasonable legal fees incurred in connection with any action,
      suit, proceeding, claim, appeal, demand, assessment, or judgment) imposed upon,
      incurred by, or assessed against Buyer and any of its employees arising by
      reason of or relating to any failure of either Seller to comply with the
      continuation health care coverage provisions of COBRA which failure occurred
      with respect to any current or prior employee of such Seller or any qualified
      beneficiary of such employee (as defined in COBRA) prior to the Closing Date
      or
      as otherwise required as a result of either Seller’s dissolution and/or
      termination of its group health plan or plans or any other transactions or
      matters contemplated by this Agreement. In particular, if and to the extent
      that
      the Buyer is deemed by law or otherwise to be liable as a successor employer
      for
      such COBRA purposes, each of the Sellers, the Stockholders and the Officer
      shall, jointly and severally, indemnify the Buyer for the full and complete
      costs, fees and other Liabilities which result.

     

    (g)  In
      respect of grievances or Labor Claims of Transferred Employees to the extent
      relating to their employment by either Seller including, without limitation,
      any
      such grievances or Labor Claims filed before state or local authorities for
      which payment has not been made prior to the Closing Date, each Seller shall
      retain responsibility and liability for all amounts due with respect thereto
      including, without limitation, the payment of any amounts in the nature of
      back
      pay or employee compensation, and any state or federal taxes in connection
      with
      such back pay or employee compensation, and each of the Sellers, the
      Stockholders and the Officer shall, jointly and severally, indemnify the Buyer
      with respect to any such Liabilities. Handling of such grievances and Labor
      Claims shall be at the Sellers’ cost and expense. Buyer shall have sole
      responsibility and liability for any Labor Claims of Transferred Employees
      that
      relate to their employment with Buyer.

     

    (h)  Nothing
      in this Section 4.1 shall limit the at will nature of the employment of the
      Transferred Employees or the right of Buyer to alter or terminate any employee
      benefit plan, program or arrangement.

     

    
      
        
        

      

      
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    (i)  Immediately
      following the Closing Date, each of the Sellers and all members of the Group
      shall each terminate, effective as of the day immediately preceding the Closing
      Date, any and all Employee Plans, except for the Assumed Plans. Buyer shall
      receive from each Seller evidence that all tax qualified Employee Plans (other
      than those which are Assumed Plans) have been terminated by such Seller and
      all
      members of the Group pursuant to resolutions of each such entity’s Board of
      Directors or managers (the form and substance of such resolutions being subject
      to the review and approval of Buyer), effective as of the day immediately
      preceding the Closing Date. Each of the Sellers and each member of the Group
      shall submit, or have submitted on its behalf, to the Internal Revenue Service
      an application for determination of the tax-qualified status upon its
      termination of each Employee Plan which is intended to qualify under Section
      401(a) of the Code and each trust intended to qualify under Section 501(a)
      of
      the Code. Each such application shall be (i) submitted as soon as
      administratively possible following the Closing Date, and (ii) paid for
      (including all related legal, administrative and other costs and expenses)
      solely by each such Seller. Each of the Sellers shall periodically notify Buyer
      of the status of each such submission and shall provide Buyer with a copy of
      each determination letter, if and when received. Each of the Sellers and all
      members of the Group shall operate and maintain the Employee Plans in all
      respects in accordance with its terms and in compliance with all applicable
      laws, statutes, orders, rules and regulations including, without limitation,
      ERISA and the Code, until all amounts are distributed from such Employee
      Plan.

     

    4.2  Non-disclosure
      of Confidential Information.
      Neither
      the Sellers, the Stockholders, the Officer, nor any affiliate thereof, shall
      divulge, communicate, or use to the detriment of the Buyer or for the benefit
      of
      any other Person, or misuse in any way, any confidential information pertaining
      to the Business or the Purchased Assets. For purposes hereof, "confidential
      information" means information, including but not limited to, technical or
      non
      technical data, a formula, pattern, compilation, program, device, method,
      technique, drawing, process, marketing methods or data, financial data, or
      list
      of actual or potential customers or suppliers, that: (i) is sufficiently secret
      to derive economic value, actual or potential, from not being generally known
      to
      other persons who can obtain economic value from its disclosure or use; and
      (ii)
      is the subject of efforts that are reasonable under the circumstance to maintain
      its secrecy or confidentiality.

     

    4.3  Non-solicitation
      of Employees.
      Until
      the fifth anniversary of the Closing Date (the "Non-Solicitation
      Period"),
      neither the Sellers,
      the
      Stockholders,
      the
      Officer nor any affiliate thereof, shall, directly or indirectly, for itself
      or
      for any other person, firm, corporation, partnership, association or other
      entity, (i) attempt to employ or enter into any contractual arrangement with
      any
      employee or former employee of either of the Sellers, unless such employee
      or
      former employee has not been employed by Buyer for a period in excess of one
      year, or (ii) solicit business from any person or entity that was a customer
      of
      either of the Sellers at any time prior to the Closing Date or was a customer
      of
      Buyer at any time after the Closing Date.

     

    
      
        
        

      

      
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    4.4  Non-Competition. Until
      the
      fifth anniversary of the Closing Date (the "Non-Compete
      Period"),
      neither the Sellers, the Stockholders, the Officer nor any affiliate thereof,
      shall directly or indirectly, engage in the Business or any business comparable
      to or competitive with the Business, or have any interest in or engage in any
      transaction with, any sole proprietorship, partnership, corporation (other
      than
      the Buyer or any of its affiliates) or business or any other person or entity
      (whether as an employee, officer, director, partner agent, security holder,
      creditor, consultant or otherwise) that directly or indirectly engages in the
      Business (or any aspect thereof), or any business comparable to or competitive
      with the Business, in the states of Rhode Island, Maryland, Connecticut,
      Massachusetts, New Jersey, Pennsylvania or New York; provided, however,
      that
      nothing contained herein shall be deemed to prevent or restrict the Sellers,
      the
      Stockholders, the Officer or their affiliates, from owning up to 1% of the
      shares of any class of capital stock of any corporation whose shares are listed
      on a national securities exchange or are regularly traded in the
      over-the-counter market so long as neither the Sellers, the Stockholders, the
      Officer nor their respective affiliates actively participate or engage in the
      conduct of the business of any such other corporation.

     

    Each
      of
      the Sellers, the Stockholders and the Officer acknowledge that the provisions
      of
      Sections 4.3 and 4.4, and the period of time, geographic area and scope and
      type
      of restrictions on its activities set forth in Section 4.3 and 4.4, are
      reasonable and necessary for the protection of Buyer and are an essential
      inducement to Buyer's entering into the transaction documents to which it is
      a
      party and consummating the transactions contemplated thereby. If, at the time
      of
      enforcement of Sections 4.3 or 4.4, a court shall hold that the period of time,
      geographic area or scope or type of restrictions set forth in Sections 4.3
      or
      4.4 are unreasonable under circumstances then existing, the parties hereto
      agree
      that the maximum period of time, geographic area or scope or type of
      restrictions deemed reasonable under such circumstances by such court shall
      be
      substituted for the stated period of time, geographic area or scope or type
      of
      restrictions set forth in Sections 4.3 and 4.4.

    


    4.5  Public
      Statements.
      From
      and after the date hereof neither Buyer, on the one hand, nor the Sellers,
      the
      Stockholders or the Officer, on the other hand, shall, or permit any affiliate
      thereof to, either make, issue or release any press release or any oral or
      written public announcement or statement concerning or with respect to, or
      acknowledgment of the existence of, or reveal the terms, conditions and status
      of the transactions contemplated hereby, without the prior written consent
      of
      the other party or parties hereto, as the case may be (which consent shall
      not
      be unreasonably withheld or delayed), unless such announcement is required
      by
      law or a governmental authority, in which case the other parties shall be given
      notice of such requirement prior to such announcement and the parties shall
      consult with each other as to the scope and substance of such disclosure.
      Notwithstanding the foregoing, the Sellers and the Stockholders understand
      and
      agree that Buyer's ultimate parent company will file a Form 8-K with the U.S.
      Securities and Exchange Commission in connection with the transactions
      contemplated hereby, which shall disclose the items as required by such Form
      8-K.

     

    4.6  Use
      of
      Name.
      As of
      the Closing Date, MD OnCall shall cease using the names “MD OnCall”, “Capitol
      Medical Bureau”, “Answeringforall.com”, “Capitol Medical Answering Service”,
“Solutions Medical Answering Service”, “RI Medical Bureau” and shall (i) file an
      amendment to its Certificate of Formation within two business days of the
      Closing Date, changing its name to GIJALO, LLC, and (ii) terminate any and
      all
      of its assumed name filings. As of the Closing Date, Capitol Medical Bureau
      shall cease using the names “Capitol Medical Bureau” and “Doctors’ Answering
      Service” or words similar thereto and shall file an amendment to its Certificate
      of Incorporation with two business days of the Closing Date, changing its name
      to GIJALO, Inc.

     

    
      
        
        

      

      
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    4.7  Purchase
      Price Allocation.
      For tax
      reporting purposes, the Purchase Price shall be allocated among the Sellers,
      the
      Purchased Assets and the goodwill of the Business in accordance with the mutual
      agreement of the parties, such allocation to be set forth in writing prior
      to
      the Closing Date. For tax reporting purposes, Buyer and each of the Sellers
      agree to report the transactions contemplated under this Agreement in a manner
      consistent with the terms of this Agreement (including, without limitation,
      the
      agreed upon purchase price allocation) and neither will take any position
      inconsistent herewith in any tax related (i) return, (ii) refund claim, or
      (iii)
      litigation.

     

    4.8  Other
      Actions.
      Each of
      the parties hereto hereby agree that from and after the date hereof they shall
      use all reasonable efforts to: (i) take, or cause to be taken, all actions,
      (ii)
      do, or cause to be done, all things, and (iii) execute and deliver all such
      documents, instruments and other papers, as in each case may be necessary,
      proper or advisable under applicable laws, or reasonably required in order
      to
      carry out the terms and provisions of this Agreement and to consummate and
      make
      effective the transactions contemplated hereby, and to vest in Buyer title
      to
      the Purchased Assets, free and clear of all Liens. In addition, each of the
      Sellers, the Stockholders and the Officer will cooperate with Buyer and use
      their best efforts to cause the conditions to Buyer's obligation to close the
      transactions contemplated hereunder to be satisfied (including, without
      limitation, the execution and delivery of all agreements contemplated hereunder
      to be executed and delivered) on or prior to the Closing Date.

     

    4.9  Payment
      of Payables.
      Following the Closing Date, each of the Sellers will promptly pay any
      outstanding Payables relating to their respective operations, but in no event
      later than 15 days from the Closing Date.

     

    4.10  Financial
      Statements.
      As soon
      as reasonably practicable, but no later than April 30, 2006, each of the
      Sellers, the Stockholders and the Officer shall provide to Buyer with an
      unaudited balance sheet of each Seller as of December 31, 2005, an unaudited
      statement of income and accumulated deficit of each Seller, in each case, for
      the 12 month period ended December 31, 2005 (the "Year
      End Financial Statements"),
      all
      prepared in accordance with U.S. generally accepted accounting principles.
      Each
      of the Sellers, the Stockholders and the Officer shall cooperate fully with
      the
      Buyer’s designated registered independent accounting firm in connection with the
      review of the Year End Financial Statements, and shall cooperate fully with
      the
      Buyers in connection with the preparation of other financial information
      required by the Buyer in connection with any of the Buyer’s ultimate parent's
      filings with the United States Securities and Exchange Commission.

     

    4.11  Discharge
      of Liabilities; Sales Taxes.
      Other
      than the Assumed Liabilities, each Seller shall, and each of the Stockholders
      and the Officer shall cause each Seller to, perform and discharge all
      Liabilities relating to the Business or the Purchased Assets, as required under
      the terms and conditions with respect to such Liabilities. Each of the Sellers,
      the Stockholder and the Officer shall be jointly and severally liable for all
      sales taxes and other charges relating to the Purchased Assets in connection
      with any sales tax audit or other taxes due for any period prior to the Closing.
      Each of the Sellers, the Stockholder and the Officer shall jointly and severally
      liable indemnify the Buyer with respect to any Damages (as hereinafter defined)
      due to the failure of either Seller to discharge any such Liabilities in
      accordance with this Section.

     

    
      
        
        

      

      
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    4.12  Assigned
      Contracts.
      To the
      extent any Assigned Contract for which assignment to Buyer as provided herein
      is
      not permitted without consent of another party, this Agreement shall not
      constitute an assignment thereof if such assignment would constitute a breach
      thereof. Each of the Sellers, the Stockholders, the Officer and the Buyer agree
      to use reasonably commercial efforts to obtain consent of such other party
      to
      the assignment of any such Assigned Contract to Buyer in all cases in which
      such
      consent is required for such assignment. Until such consent is obtained or
      if it
      is not obtained, each of the Sellers, the Stockholders and the Officer shall
      cooperate with Buyer in any reasonable arrangement (such as by agency or
      sublicense) designed to provide the Buyer with the economic benefits under
      such
      relevant contract.

     

    Section
      5.  Survival
      of Representations and Warranties.
      

     

    5.1  Survival
      of Representations and Warranties of the Sellers, the Stockholders and the
      Officer.
      Notwithstanding any right of Buyer to fully investigate the affairs of each
      Seller and notwithstanding any knowledge of facts determined or determinable
      by
      Buyer pursuant to such investigation or right of investigation, Buyer has the
      right to rely fully upon the representations and warranties of each of the
      Sellers, the Stockholders and the Officer contained in this Agreement or in
      any
      other Purchase Document. All such representations and warranties shall survive
      the execution and delivery of this Agreement until the third anniversary hereof.
      Covenants shall be binding and shall survive in accordance with their respective
      terms.

     

    5.2  Survival
      of Representations and Warranties of Buyer.
      Notwithstanding any right of each of the Sellers and the Stockholders fully
      to
      investigate the affairs of Buyer and notwithstanding any knowledge of facts
      determined or determinable by each of the Sellers or the Stockholders pursuant
      to such investigation or right of investigation, each of the Sellers and the
      Stockholders have the right to rely fully upon the representations and
      warranties of Buyer contained in this Agreement or in any other Purchase
      Document. All such representations and warranties shall survive the execution
      and delivery of this Agreement until the third anniversary of the Closing Date.
      Covenants shall be binding and shall survive in accordance with their respective
      terms.

     

    Section
      6.  Indemnification.
      

     

    6.1  Indemnification
      by the Sellers, the Stockholders and the Officer.
      Each of
      the Sellers, the Stockholders and the Officer shall, jointly and severally,
      indemnify and defend Buyer, AMAC and each of their respective officers,
      directors, employees, shareholders, agents, advisors or representatives (each,
      a
      "Buyer
      Indemnitee")
      against, and hold each Buyer Indemnitee harmless from, any loss, liability,
      obligation, deficiency, damage or expense including, without limitation,
      interest, penalties, reasonable attorneys' and consultants' fees and
      disbursements (collectively, "Damages"),
      that
      any Buyer Indemnitee may suffer or incur based upon, arising out of, relating
      to
      or in connection with any of the following (whether or not in connection with
      any third party claim):

     

    
      
        
        

      

      
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    (a)  any
      breach of any representation or warranty made by either of the Sellers, either
      of the Stockholders or the Officer, contained in this Agreement or in any other
      Purchase Document or in respect of any third party claim made based upon facts
      alleged which, if true, would constitute any such breach;

     

    (b)  Any
      failure by any of the Sellers, the Stockholders or the Officer to perform or
      to
      comply with any covenant or condition required to be performed or complied
      with
      by such Seller, such Stockholder or the Officer contained in this Agreement
      or
      in any other Purchase Document;

     

    (c)  the
      ownership or operation of the Business or the Purchased Assets prior to the
      Closing Date; or

     

    (d)  the
      ownership or operation of the Excluded Assets.

     

    6.2  Indemnification
      by Buyer.
      Buyer
      shall indemnify and defend each of the Sellers and each of Sellers’ respective
      officers, managers, employees, members, agents, advisors or representatives
      (each, a "Seller
      Indemnitee")
      against, and hold each Seller Indemnitee harmless from, any Damages that such
      Seller Indemnitee may suffer or incur arising from, related to or in connection
      with any of the following:

     

    (a)  any
      breach of any representation or warranty made by Buyer contained in this
      Agreement or in any other Purchase Document or in respect of any third party
      claim made based upon facts alleged which, if true, would constitute any such
      breach;

     

    (b)  Buyer's
      failure to perform or to comply with any covenant or condition required to
      be
      performed or complied with by Buyer contained in this Agreement or in any other
      Purchase Document; or

     

    (c)  the
      ownership or operation of the Business or the Purchased assets, to extent
      relating to activities of the Buyer after the Closing Date, except with respect
      to Damages relating to or arising out of the negligence, gross negligence or
      willful misconduct of the Officer.

     

    6.3  Indemnification
      Procedures; Limitations on Indemnification.
      

     

    (a)  Promptly
      after notice to an indemnified party of any claim or the commencement of any
      action or proceeding, including any actions or proceedings by a third party
      (hereafter referred to as "Proceeding"
      or
      "Proceedings"),
      involving any Damage referred to in sections 6.1 and 6.2, such indemnified
      party
      shall, if a claim for indemnification in respect thereof is to be made against
      an indemnifying party pursuant to this Section 6, give written notice to the
      indemnifying party, setting forth in reasonable detail the nature thereof and
      the basis upon which such party seeks indemnification hereunder; provided,
      however,
      that
      the failure of any indemnified party to give such notice shall not relieve
      the
      indemnifying party of its obligations hereunder, except to the extent that
      the
      indemnifying party is actually prejudiced by the failure to give such
      notice.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (b)  In
      the
      case of any Proceeding by a third party against an indemnified party, the
      indemnifying party shall, upon notice as provided above, have the right at
      its
      expense to promptly and diligently assume the defense thereof, with counsel
      reasonably satisfactory to the indemnified party, and, after notice from the
      indemnifying party to the indemnified party of its assumption of the defense
      thereof, the indemnifying party shall not be liable to such indemnified party
      for any legal or other expenses subsequently incurred by the indemnified party
      in connection with the defense thereof or for any amounts paid or foregone
      by
      the indemnified party as a result of any settlement or compromise thereof that
      is effected by the indemnified party (without the prior written consent of
      the
      indemnifying party).

     

    (c)  Anything
      in this Section 6 notwithstanding, if both the indemnifying party and the
      indemnified party are named as parties or subject to such Proceeding and the
      indemnified party determines with advice of counsel that there may be one or
      more legal defenses available to it that are different from or additional to
      those available to the indemnifying party or that a material conflict of
      interest between such parties may exist in respect of such Proceeding, then
      upon
      written notice by the indemnified party of such determination, the indemnified
      party shall have the right, but not the obligation, to participate at its own
      cost and expense in such defense by counsel of its own choice.

     

    (d)  If
      the
      indemnifying party assumes the defense of any such Proceeding, the indemnified
      party shall cooperate fully with the indemnifying party and shall appear and
      give testimony, produce documents and other tangible evidence, allow the
      indemnifying party access to the books and records of the indemnified party
      and
      otherwise assist the indemnifying party in conducting such defense. No
      indemnifying party shall, without the consent of the indemnified party, consent
      to entry of any judgment or enter into any settlement or compromise which does
      not include as an unconditional term thereof the giving by the claimant or
      plaintiff to such indemnified party of a release from all liability in respect
      of such claim or Proceeding. Provided that proper notice is duly given, if
      the
      indemnifying party shall not promptly and diligently assume the defense thereof,
      then the indemnified party may respond to, contest and defend against such
      Proceeding and may make in good faith any compromise or settlement with respect
      thereto, and recover from the indemnifying party the entire cost and expense
      thereof including, without limitation, reasonable attorneys' fees and
      disbursements and all amounts paid or foregone as a result of such Proceeding,
      or the settlement or compromise thereof. The indemnification required hereunder
      shall be made by periodic payments of the amount thereof during the course
      of
      the investigation or defense, as and when bills or invoices are received or
      loss, liability, obligation, damage or expense is actually suffered or
      incurred.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (e)  The
      maximum aggregate amount of payments made to the Buyer Indemnitees pursuant
      to
      Section 6.1 hereto shall not exceed any amounts paid to the Sellers or the
      Stockholders pursuant to this Agreement (including any amounts paid in stock)
      plus any amounts paid to the Officer pursuant to the Management Employment
      Agreement. The maximum aggregate amount of payments made to the Seller
      Indemnitees pursuant to Section 6.2 hereto shall not exceed any amounts not
      paid
      but due to the Sellers or the Stockholders pursuant to this Agreement plus
      any
      amounts not paid but due to the Officer pursuant to the Management Employment
      Agreement. No indemnified party hereunder shall be entitled to receive any
      indemnification payments under Section 6.1 or Section 6.2, as applicable, until
      the aggregate amount of Damages incurred by the indemnified party exceed $30,000
      in the aggregate; provided,
      however,
      that
      the foregoing $30,000 threshold shall not in any event apply to any Damages
      arising in connection with any amounts owed by the Sellers under the Pinnacle
      Agreement as of the Closing Date. If this limit is reached, all Damages from
      the
      first dollar of Damages shall be recoverable.

     

    6.4  Right
      to Set-Off.
      Buyer
      shall have the right, but not the obligation, to set-off (i) the amount of
      any
      and all Damages for which any Seller, any Stockholder or
      the
      Manger may
      become liable to Buyer under any provisions of this Agreement, against any
      sums
      otherwise payable to either of the Sellers, either of the Stockholders or the
      Officer hereunder, or under any other document or instrument executed and
      delivered pursuant to this Agreement or contemplated hereby including, without
      limitation, any amounts payable to either of the Sellers or either of the
      Stockholders pursuant to Section 1.3(e), Section 1.3(f), Section 1.3(g), Section
      1.3(h), Section 1.6, Section 1.7 hereof or any amounts payable to the Officer
      pursuant to the Management Employment Agreement.  Buyer
      will not exercise any right to set-off until it has given the Sellers, the
      Stockholders or the Officer, as the case may be, not less than five (5) days
      notice within which period the Sellers, the Stockholders and the Officer shall
      have the right to pay the amount of the Damages proposed by Buyer in cash.
      The
      remedies provided herein shall be cumulative and shall not preclude assertion
      by
      any party hereto of any other rights or the seeking of any other remedies
      against any other party hereto. No assertion of the right of set-off shall
      impair Buyer’s title in the Purchased Assets or any other of Buyer’s rights
      under this Agreement.

     

    Section
      7.  Miscellaneous.
      

     

    7.1  Transaction
      Fees and Expenses.
      Each
      party hereto shall bear such costs, fees and expenses as may be incurred by
      it
      in connection with this Agreement and the transactions contemplated hereby,
      including each party’s respective attorney's costs and fees.

     

    7.2  Notices.
      Any
      notice, demand, request or other communication which is required, called for
      or
      contemplated to be given or made hereunder to or upon any party hereto shall
      be
      deemed to have been duly given or made for all purposes: if (a) in writing
      and
      sent by (i) messenger or a recognized national overnight courier service for
      next day delivery with receipt therefor, or (ii) certified or registered mail,
      postage paid, return receipt requested, or (b) sent by facsimile transmission
      with a written copy thereof sent on the same day by postage paid first-class
      mail or (c) by personal delivery to such party at the following
      address:

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    To
      Buyer:

     

    c/o
      American Medical Alert Corp.

    3265
      Lawson Boulevard

    Oceanside,
      New York 111572

    Attention:
      Mr. Jack Rhian

    Facsimile
      No.: (516) 536-5276

     

    with
      a
      copy to:

     

    Moses
      & Singer LLP 

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attention:
      James Alterbaum

    Facsimile
      No.: (212) 554-7700

     

    To
      either
      Shapiro or the Officer at:

     

    95
      Sockanosset Cross Road, #305

    Cranton,
      RI 02920

    Attention:
      Louis S. Shapiro

    Facsimile
      No.: 401-942-5211 

     

    To
      Dr.
      Cardi at:

     

    1181
      North Main Road

    Jamestown,
      RI 02835

    Attn:
      James K. Cardi, MD

    Facsimile
      No.: [__________]

    


    with
      respect to each Seller, each Stockholder and the Officer, with a copy
      to:

     

    E.
      Colby
      Cameron, Esq.

    Cameron
      & Mittleman LLP

    56
      Exchange Terrace

    Providence,
      RI 02903

    Facsimile
      No.: (401) 331-5787

     

     

    or
      such
      other address as either party hereto may at any time, or from time to time,
      direct by notice given to the other party in accordance with this section.
      The
      date of giving or making of any such notice or demand shall be, in the case
      of
      clause (a)(i), the date of the receipt, in the case of clause (a)(ii), five
      business days after such notice or demand is sent, and, in the case of clause
      (b), the business day next following the date such notice or demand is sent,
      and
      in the case of clause (c), upon delivery. A copy of any notice to either Seller,
      either Stockholder or the Officer shall be sent concurrently to each other
      Seller, Stockholder or the Officer, as the case may be.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    7.3  Amendment.
      Except
      as otherwise provided herein, no amendment of this Agreement shall be valid
      or
      effective unless in writing and signed by or on behalf of the Buyer, each of
      the
      Sellers and each of the Stockholders; provided, however, that any such amendment
      or waiver of a provision by which the Officer is bound and which would adversely
      affect the Officer, shall also require the written consent of the Officer to
      such amendment or waiver.

     

    7.4  Waiver.
      No
      course of dealing of any party hereto, no omission, failure or delay on the
      part
      of any party hereto in asserting or exercising any right hereunder, and no
      partial or single exercise of any right hereunder by any party hereto shall
      constitute or operate as a waiver of any such right or any other right
      hereunder. No waiver of any provision hereof shall be effective unless in
      writing and signed by or on behalf of the party to be charged therewith. No
      waiver of any provision hereof shall be deemed or construed as a continuing
      waiver, as a waiver in respect of any other or subsequent breach or default
      of
      such provision, or as a waiver of any other provision hereof unless expressly
      so
      stated in writing and signed by or on behalf of the party to be charged
      therewith. Buyer's receipt of information contained herein shall not be deemed
      to waive any of Buyer's rights under the indemnification provisions of Section
      6.

     

    7.5  Governing
      Law.
      This
      Agreement shall be governed by, and interpreted and enforced in accordance
      with,
      the internal laws of the State of New York, other than those which would defer
      to the substantive laws of another jurisdiction.

     

    7.6  Jurisdiction.
      Each of
      the parties hereto hereby irrevocably consents and submits to the exclusive
      jurisdiction of the federal and state courts located in New York County, New
      York, in connection with any claim or dispute arising out of or relating to
      this
      Agreement or the transactions contemplated hereby, waives any objection to
      venue
      in such courts and agrees that service of any summons, complaint, notice or
      other process relating to such claim or dispute may be effected in the manner
      provided by Section 7.2. 

     

    7.7  Remedies.
      In the
      event of any actual or prospective breach or default by any party hereto, the
      other parties shall be entitled to equitable relief, including remedies in
      the
      nature of rescission, injunction and specific performance. All remedies
      hereunder are cumulative and not exclusive. Nothing contained herein and no
      election of any particular remedy shall be deemed to prohibit or limit any
      party
      from pursuing, or be deemed a waiver of the right to pursue, any other remedy
      or
      relief available now or hereafter existing at law or in equity (whether by
      statute or otherwise) for such actual or prospective breach or default,
      including the recovery of damages.

     

    7.8  Severability.
      The
      provisions hereof are severable and if any provision of this Agreement shall
      be
      determined to be legally invalid, inoperative or unenforceable in any respect
      by
      a court of competent jurisdiction, then the remaining provisions hereof shall
      not be affected, but shall, subject to the discretion of such court, remain
      in
      full force and effect, and any such invalid, inoperative or unenforceable
      provision shall be deemed, without any further action on the part of the parties
      hereto, amended and limited to the extent necessary to render such provision
      valid, operative and enforceable.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    7.9  Further
      Assurances.
      Each
      party hereto covenants and agrees promptly to execute, deliver, file or record
      such agreements, instruments, certificates and other documents and to perform
      such other and further acts as the other party hereto may reasonably request
      or
      as may otherwise be necessary or proper to consummate and perfect the
      transactions contemplated hereby. 

     

    7.10  Assignment.
      This
      Agreement and all of the provi-sions hereof shall be binding upon and inure
      to
      the benefit of the parties hereto, their heirs and their respective successors
      and assignees; provided,
      however,
      that
      neither of the Sellers, neither of the Stockholders nor the Officer shall assign
      any of its or their respective rights or delegate any duties hereunder without
      the prior written consent of Buyer.

     

    7.11  No
      Third Party Beneficiaries.
      Nothing
      contained in this Agreement, whether express or implied, is intended, or shall
      be deemed, to create or confer any right, interest or remedy for the benefit
      of
      any Person other than as otherwise provided in this Agreement.

     

    7.12  Entire
      Agreement.
      This
      Agreement (including all the schedules and exhibits hereto), together with
      the
      Exhibits, Schedules, certificates and other documentation referred to herein
      or
      required to be delivered pursuant to the terms hereof, contains the terms of
      the
      entire agreement among the parties with respect to the subject matter hereof
      and
      supersedes any and all prior agreements, commitments, understandings,
      discussions, negotiations or arrangements of any nature relating
      thereto.

     

    7.13  Headings.
      The
      headings contained in this Agreement are included for convenience and reference
      purposes only and shall be given no effect in the construction or interpretation
      of this Agreement.

     

    7.14  Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered by
      facsimile, each of which shall be deemed an original, but all of which together
      shall constitute one and the same instrument.

     

    


    [Rest
      of page intentionally left blank]

     

    
 

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the undersigned have executed this Asset Purchase Agreement
      as
      of the date first set above.

     

    
      	 	 	 
	
              Sellers:

            	CAPITOL
              MEDICAL BUREAU, INC.
	 
 	 
 	 
 
	 	By:  	/s/ James
              Cardi
	 	
              
James
              Cardi
	 	Title: President


    

     

     

    
      	 	 	 
	 	MD
              ON
              CALL, LLC
	 
 	 
 	 
 
	 	By:  	/s/ James
              Cardi
	 	
              
James
              Cardi
	 	Title: Manager


    

     
      
      
        	 	 	 
	
                 

              	 
	
                
 

              	 
 	 
 
	
                Stockholders:

              	By:  	/s/ James
                Cardi
	 	
                
James
                K. Cardi, MD
	 	 


      

    

    


    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Ginamaria
              Shapiro
	 	
              
Ginamaria
              Shapiro
	 	 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	
              Officer:

            	By:  	/s/ 
              Louis Shapiro
	 	
              
Louis
              S. Shapiro
	 	 


    

     

     

    
      	 	 	 
	
               Buyer:

            	MD
              ONCALL ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Jack
              Rhian
	 	
              
Jack
              Rhian
	 	Title: President


    

     

     

    
      
        
        

      

      
        37