ASSET PURCHASE AGREEMENT


     This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into on
September , 2002 by and among  Critical Home Care,  Inc. a Delaware  corporation
("Buyer") and All Care Medical  Products  Corp.,  a New York  corporation  ("All
Care"), Long Island Orthotics Corp., a New York Corporation  ("Orthotics"),  All
Care Respiratory Corp., a New York Corporation ("Respiratory"), All Care Medical
Equipment,  Inc., a New York  Corporation  ("Equipment")  (All Care,  Orthotics,
Respiratory, and Equipment are the "Seller"),  hereinafter each referred to as a
"Seller"  and  collectively  as the  "Seller"  and Luigi  Piccione  a/k/a  Louis
Piccione ("Piccione") (the "Sole Shareholder").



                                    RECITALS


     WHEREAS,  the  Seller  is  comprised  of sister  corporations  collectively
engaged in the business of leasing and selling  medical  devices and supplies to
the home care market.  All of the activities  described in this paragraph  shall
hereinafter be referred to collectively as the "Business"; and

     WHEREAS,  Buyer  desires to acquire  from Seller all of the assets used in,
useful  to or  relating  to the  Business  and  to  assume  certain  contractual
obligations of the Business,  and the Seller desires to sell, assign,  transfer,
convey and deliver to Buyer such assets and to assign to Buyer such  contractual
obligations,  on the terms and subject to the conditions  hereinafter set forth;
and

     WHEREAS,  the Sole  Shareholder  is  ready,  willing  and able to cause the
Seller to engage in the actions provided for in this Agreement;

     WHEREAS,  on June 28, 2002, Buyer undertook the management and operation of
the Business; and

     WHEREAS,  Seller,  Sole  Shareholder  and  Buyer  desire  to  make  certain
representations,  warranties,  covenants and  agreements in connection  with the
purchase and sale of such assets,  and the  assignment  and  assumption  of such
contractual   obligations,   of  the   Business   as  set  forth   herein   (the
"Acquisition").

     The foregoing  recitals  shall be included in, and shall be made a part of,
this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable  consideration,  the parties agree
as follows:

                                    ARTICLE I

                                   DEFINITIONS


     As used in this Agreement,  the following terms shall have the meanings set
forth below:

     1.1  "Accounts  Receivable"  shall  have the  meaning  set forth in Section
4.17(b)

     1.2 "Acquired  Assets"  shall have the meaning set forth in Section  2.1(a)
hereto.

                                       1
<PAGE>

     1.3  "Acquisition"  shall have the meaning  set forth in the third  whereas
clause hereof.

     1.4 "Act" shall have the meaning set forth in Section 2.4(b) hereto.

     1.5 "Agreement"  shall have the meaning set forth in the opening  paragraph
hereto.

     1.6 "Allocation" shall have the meaning set forth in Section 3.4 hereto.

     1.7  "Business"  shall  have the  meaning  set forth in the  first  recital
hereto.

     1.8  "Buyer"  shall have the  meaning  set forth in the  opening  paragraph
hereto.

     1.9 "Closing" shall have the meaning set forth in Section 3.1 hereto.

     1.10 "Closing Date" shall have the meaning set forth in Section 3.1 hereto.

     1.11 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     1.12  "Collectible  Accounts  Receivable"  shall mean  Accounts  Receivable
having an aging of less than 120 days.

     1.13 "Common Stock" shall have the meaning set forth in Section 2.4 hereto.

     1.14  "Confidential  Material"  shall have the meaning set forth in Section
9.2 hereto.

     1.15  "Consulting  Agreement"  shall have the  meaning set forth in Section
7.11 hereto.

     1.16  "Contracts"  shall have the meaning  set forth in Section  2.1(a)(ii)
hereto.

     1.17  "Employee"  shall have the meaning  set forth in Section  4.19(a)(ii)
hereto.

     1.18  "Employment  Agreement"  shall have the  meaning set forth in Section
4.19(a)(iii) hereto.

     1.19  "Equipment"  shall  have the  meaning  set forth in  Section  4.10(b)
hereto.

     1.20  "Excluded  Assets" shall have the meaning set forth in Section 2.1(b)
hereto.

     1.21 "Excluded Liabilities" shall have the meaning set forth in Section 2.3
hereto

     1.22 "Governmental  Entity" shall have the meaning set forth in Section 4.6
hereto.

     1.23 "Hazardous Materials" shall have the meaning set forth in Section 4.18
hereto.

     1.24  "Indemnification  Notice" shall have the meaning set forth in Section
11.2(b) hereto.

     1.25  "Intellectual  Property"  shall have the meaning set forth in Section
4.11(a) hereto.

     1.26 "Inventory" shall have the meaning set forth in Section 2.1(a)(i).

     1.27 "Leases" shall mean the rights of tenancy to the premises described in
Section 7.1 hereof.

     1.28 "Liens" shall have the meaning set forth in Section 4.8(b)(v) hereto.

     1.29 "Loss" or "Losses" shall have the meaning set forth in Section 11.2(a)
hereto.

                                       2

<PAGE>

     1.30 "Material  Adverse  Effect" shall mean any change or changes or effect
or effects that individually or in the aggregate are or are reasonably likely to
be materially  adverse to (a) the Acquired Assets and/or the Business or (b) the
transactions contemplated by this Agreement.

     1.31 "Non-Compete  Period" shall have the meaning set forth in Section 10.1
hereto.

     1.32 "Non-Competition  Payment" shall have the meaning set forth in Section
2.4(A) hereto.

     1.33 "Option" shall have the meaning set forth in Section 7.1(b) hereto.

     1.34  "Person"  shall  mean any  individual,  partnership,  joint  venture,
corporation,  trust, unincorporated organization,  government (and any agency or
department thereof) or other entity.

     1.35  "Purchase  Price" shall have the meaning set forth in Section  2.4(a)
hereto.

     1.36 "Real  Estate"  shall  have the  meaning  set forth in Section  7.1(a)
hereto.

     1.37   "Regulations"   shall  mean  the  federal  income  tax   regulations
promulgated  under the Code by the Treasury  Department of the United States, as
such  Regulations  may be amended from time to time. All references  herein to a
specific  section  of the  Regulations  shall  be  deemed  also to  refer to any
corresponding section of succeeding Regulations.

     1.38  "Returns"  shall  have the  meaning  set forth in  Section  4.8(b)(i)
hereto.

     1.39  "Seller"  shall have the meaning  set forth in the opening  paragraph
hereto.

     1.40 "Seller  Agreement" shall have the meaning set forth in Section 4.7(v)
hereto.

     1.41  "Seller  Authorizations"  shall have the meaning set forth in Section
4.13 hereto.

     1.42  "Seller  Employee  Plan"  shall have the meaning set forth in Section
4.19(a)(i) hereto.

     1.43 "Seller's  Intellectual  Property" shall have the meaning set forth in
Section 4.11(B) hereto.

     1.44 "Seller's Schedules" shall have the meaning set forth in the governing
language of Article IV.

     1.45 "Sole  Shareholder"  shall have the  meaning  set forth in the opening
paragraph hereto.

     1.46 "Shares" shall have the meaning set forth in Section 2.4(a) hereto.

     1.47 "Tax" or "Taxes"  shall have the meaning  set forth in Section  4.8(a)
hereto.

     1.48  "Transfer  Taxes" shall have the meaning set forth in Section  2.4(c)
hereto.

     1.49 "Useable  Inventory" shall mean Inventory purchased within One Hundred
Twenty  Days (120) of the closing  Date in the case of items held for sale,  and
rented  on a  regular  cycling  within  any six  month  period,  in the  case of
Inventory  held for rental,  or  otherwise  used or useable by the Business on a
regular basis.

                                       3
<PAGE>

                                   ARTICLE II

                                 ASSET PURCHASE


     2.1 Acquisition of Assets.

          (a) On the terms and subject to the conditions of this  Agreement,  at
     the Closing provided for in Article III hereof,  Seller shall sell, convey,
     assign, transfer and deliver to Buyer, and Buyer will purchase, acquire and
     accept from Seller,  all of Seller's right,  title,  and interest in and to
     all  assets  and  properties  used in,  useful  to and/or  relating  to the
     Business  (other than those assets  specified in Section 2.1(b) as Excluded
     Assets) as set forth on Schedule 2.1 hereof (the  "Acquired  Assets").  The
     Acquired Assets shall include, without limitation:

               (i) all inventory,  which shall include Useable  Inventory of not
          less than $449,000 (wholesale value) at Closing (the "Inventory");

               (ii)  all  licenses,  commitments,  development  or  distribution
          agreements,  joint venture agreements, or other contracts,  agreements
          or  instruments,  whether  written or oral  ("Contracts"),  and rights
          thereunder,  including without  limitation,  the designated  Contracts
          relating to Seller set forth on Schedule 4.12(a);

               (iii)   franchises,   approvals,   permits,   licenses,   orders,
          registrations,  certificates,  variances,  and  similar  rights of the
          Seller obtained from governments and governmental agencies;

               (iv) all supplies owned by Seller;

               (v) all tangible personal property,  including without limitation
          all  Inventory,  work-in-process,  and  equipment  owned or  leased by
          Seller  and  used in,  useful  to  and/or  relating  to the  Business,
          including,   without  limitation,   those  items  listed  on  Schedule
          2.1(a)(v);

               (vi) all business and financial records,  books, ledgers,  files,
          plans, documents, correspondence,  specifications, creative materials,
          advertising and promotional materials,  marketing materials, marketing
          data, database materials,  subscriber lists,  customer lists,  mailing
          lists (whether owned or rented),  supplier  lists,  equipment  repair,
          maintenance  or  service  records,  and all other  printed  or written
          materials  whether  written  or  electronically  stored  or  otherwise
          recorded;  it being  understood  that all subscriber  lists,  customer
          lists and mailing lists shall be delivered electronically by Seller to
          Buyer and  Seller  shall have no right to use such  subscriber  lists,
          customer lists or mailing lists in any manner after the Closing Date;

               (vii) all of Seller's goodwill;

               (viii)  the  benefit,  to the extent the Seller is able to assign
          the same, of all right, title and interest of Seller to claims, causes
          of action,  deposits,  refunds,  rights of recovery and/or set-off and
          rights of recoupment,  and to insurance  policies and amounts  payable
          thereunder; and

               (ix) all patents,  patent applications,  copyrights,  trademarks,
          service marks, trade names (including,  without limitation,  the names
          set forth on Schedule  2.1(a)(ix) and any variations  thereof),  trade
          secrets,  proprietary  information,  technology  rights and  licenses,
          proprietary rights and processes,  know-how,  research and development
          in progress,  and any and all other intellectual  property  including,
          without   limitation,   all  things  authored,   collected,   created,
          discovered,    developed,   made,   perfected,   improved,   designed,
          engineered, devised, acquired, produced, conceived or first reduced to
          practice  and that  pertain to or are used in the Business or that are
          relevant to an  understanding  or to the  development of the Business,
          whether tangible or intangible, in any stage of development, including
          without limitation,  all goodwill associated  therewith,  licenses and
          sublicenses  granted and  obtained  with respect  thereto,  and rights
          there under and all telephone  numbers,  web sites and web a addresses
          now owned by or associated with the Business.

          (b) Buyer shall not purchase or acquire any Excluded  Assets.  None of
     the following  shall be "Acquired  Assets" for purposes of this  Agreement,
     and all of the following shall be "Excluded Assets":

               (i) all cash in Seller's  bank  accounts  as of the Closing  Date
          excluding  the  amount  of  $57,500  or  such  adjusted  amount  as is
          reflected in a bank reconciliation  statement as of June 28, 2002 with
          respect  to  uncleared  checks  from the year  2001  (the  "Reconciled
          Account  Balance");  all cash from the Seller's  bank accounts will be
          paid to Buyer at Closing,  and the Reconciled  Account Balance will be
          (i) reflected as an account payable on CHCI's books;  and (ii) payable
          to  Seller on  January  6,  2002  together  with  seven  (7%)  percent
          interest;

               (ii)  security  deposits in the amount of $14,000 (the  "Security
          Deposits")  and starting cash in the  registers  located at the Leased
          Premises  (defined  below)  in the  amount of  $1,300  (the  "Register
          Cash"), each of which amounts shall be reflected as an account payable
          on  Buyer's  books due and owing to  Seller as of June 28,  2002.  The
          Register  Cash shall be paid to the Seller at Closing and the Security
          Deposits  shall be paid to the  Seller on the date which is the sooner
          of (i) the Closing assuming delivery of the Landlord Consents (defined
          below);  or (ii)  within  three (3) days of  delivery by Seller of the
          Assignments  of Leases  reflecting  the consent of each  landlord with
          respect to the Leased Premises (the "Landlord Consents").

     2.2  Assumed  Liabilities.  Buyer  shall  assume or be liable  for only (i)
liabilities   arising  under  assumed  contract  with  respect  to  transactions
subsequent to the Closing;  (ii) copy machine lease with Citicorp  f/k/a General
Electric;  and (iii)  accounts  payable  arising  from the purchase of Inventory
within 60 days prior to Closing or otherwise in the ordinary  course of business
during such 60 day period, not to exceed $25,000.
                                       4
<PAGE>

     2.3 Excluded  Liabilities.  Except as provided in Section 2.2 above,  Buyer
shall not assume or be obligated  for any  liabilities  of Seller of any kind or
nature  ("Excluded  Liabilities").  Without  limiting the foregoing,  all of the
following shall be "Excluded Liabilities":

               (i) any liability of Seller for Taxes  attributable to any period
          or portion of any period  ending on or prior to the  Closing  Date and
          arising from the  operation  of Seller's  business or ownership of the
          Acquired Assets;

               (ii) any  Sales  Tax to be paid by  Seller  pursuant  to  Section
          2.4(c) hereof;

               (iii) any costs and expenses  incurred by Seller  incident to the
          negotiation and preparation of this Agreement  (including the fees and
          expenses of any brokers, accountants or attorneys) and the performance
          and compliance with the agreements and conditions herein;

               (iv) any of Seller's accounts payable, or other indebtedness owed
          by  Seller,  existing  as of the  Closing  Date,  whether  or not such
          payables or indebtedness has been recorded on Seller's books;

               (v) any and all liabilities under the Contracts arising after the
          Closing Date which are  attributable  to the period ending on or prior
          to the Closing Date;

               (vi) any and all  liabilities not incurred in the ordinary course
          of business;
<PAGE>

               (vii) any and all liabilities associated with Seller's employees,
          whether  or not  such  employees  are  subsequently  hired  by  Buyer,
          including, without limitation,  financial liability in connection with
          any bonus, deferred compensation,  accrued vacation,  pension,  profit
          sharing or retirement  plans,  or any other employee  benefit plans or
          arrangements;  it  being  understood  that  Buyer  will  not  seek any
          pro-rata  contribution  from Seller  towards any annual bonus plan, if
          any, adopted by Seller for such employees; and

               (viii) any liability  associated  with claims arising on or prior
          to the Closing Date,  or any claims  arising after the Closing Date in
          connection  with actions taken on or prior to the Closing  Date,  with
          respect to Seller's  Intellectual Property or any alleged infringement
          of any  other  Person's  Intellectual  Property  rights  or  rights of
          privacy or publicity or any other  personal or property  rights of any
          other Person.

     2.4 Purchase Price; Taxes.

          (a) Purchase Price. In  consideration  of the purchase and sale of the
     Acquired  Assets,  at the Closing,  Buyer shall pay to Seller seven hundred
     fifty  thousand  dollars   ($650,000)  as  hereafter  provided  (the  "Cash
     Consideration")  two hundred  thousand dollars  ($200,00) on Closing,  four
     hundred fifty  thousand  dollars  ($450,000) in a promissory  note at seven
     (7%) percent  interest,  and Buyer shall issue to seller one million  seven
     hundred thousand (1,750,000) shares (the "Shares") of the common stock, par
     value $.0001 and fair market value of $3,500,000, of Buyer ("Common Stock")
     as  purchase  consideration.  The cash  consideration  and the  Shares  are
     hereinafter  referred to as the "Purchase  Price".  The Cash  Consideration
     shall be payable at the Closing in immediately  available funds as follows:
     (I) Two Hundred Thousand Dollars ($200,000) to Seller and (II) Four Hundred
     Fifty Thousand Dollars  ($450,000) in a seven (7%) percent  promissory note
     due and payable to Seller on January 6, 2002. One million two hundred fifty
     thousand (1,250,000) Shares shall be delivered to Seller.

          (b) Shares. The Shares shall become transferable by Seller twelve (12)
     months from the Closing Date; provided, however, that the Shares may not be
     sold,  transferred or assigned  unless the Shares are registered  under the
     Securities  Act of 1933,  as amended (the "Act") and any  applicable  state
     securities law or unless an exemption from such registration  becomes or is
     available.

          (c)  Transfer  Taxes;  Property  Taxes.  Seller shall pay and promptly
     discharge any and all sales taxes),  use taxes,  transfer taxes,  recording
     fees and similar taxes,  charges,  fees or expenses ("Transfer Taxes") that
     may become payable by reason of the sale of the Acquired Assets.

     2.5 Pre Closing  Balance Sheet.  Buyer  represents that prior to Closing it
has ascertained  that the Seller's  representations  and warranties set forth in
Section 4.17 of this Agreement are accurate and waives the delivery by Seller of
a pre-closing balance sheet.

<PAGE>

                                   ARTICLE III

                                   THE CLOSING

     3.1  The  Closing.  The  delivery  of the  documents  contemplated  by this
Agreement  (the  "Closing")  shall be held at the offices of Frankfurt,  Garbus,
Kurnit,  Klein & Selz, P.C., 488 Madison Avenue,  New York, New York 10022 on or
about  September 13, 2002, or such other date as the parties hereto may mutually
determine. All adjustments,  representations and warranties, to the extent given
by the Seller, shall be as of June 28, 2002 (the "Closing Date").

     3.2 Deliveries at the Closing by the Seller. At the Closing,  unless waived
or to be  delivered  at a later  date,  Seller  shall  deliver  or  cause  to be
delivered to Buyer the following:

               (i) all of the  tangible  Acquired  Assets,  at such  location as
          Buyer shall  designate  to Seller in writing  prior to the Closing and
          the electronic transmission to Buyer of the customer lists included in
          the  Acquired  Assets;   notwithstanding  the  foregoing,   the  Buyer
          acknowledges receipt of the foregoing on June 28, 2002;

               (ii) such deeds, bills of sale, assignments and other instruments
          of conveyance and transfer,  and such powers of attorney,  as shall be
          effective  to vest in Buyer  title to or other  interest  in,  and the
          right to full  custody and control of, the Acquired  Assets,  free and
          clear of all  liens,  charges,  encumbrances  and  security  interests
          whatsoever;   notwithstanding  the  foregoing,  Seller  shall  deliver
          consents of each landlord of any the premises  leased by the Seller at
          Babylon,  Woodbury and East  Setauket (the "Leased  Premises")  within
          thirty (30) days of the Closing;

               (iii) the  Contracts  and the books and  records of the  Business
          constituting  a  part  of the  Acquired  Assets;  notwithstanding  the
          foregoing, the Buyer acknowledges receipt of the foregoing on June 28,
          2002;

               (iv) the various other  certificates,  instruments  and documents
          referred  to in Section  2.1(a)  constituting  a part of the  Acquired
          Assets;

               (v) all other  documents,  certificates,  instruments or writings
          required by Buyer to be delivered by Seller at or prior to the Closing
          pursuant  to  this  Agreement  or  otherwise  required  in  connection
          herewith.

               (vi) an  assignment of lease and a copy of the  underlying  lease
          for the Leased  Premises and a separate lease for use of the Patchogue
          Property in accordance  with Section 7.1 hereof  substantially  in the
          form  of  Exhibit  A  hereto  (the  "Leases");   notwithstanding   the
          foregoing,  Seller  shall  deliver  consents  of each  landlord of the
          Leased Premises within (30) days of the Closing and Buyer acknowledges
          receipt on June 28,  2002 of copies of each  underlying  lease for the
          Leased Premises other than the form annexed as Exhibit A hereto.

     3.3 Deliveries at the Closing by Buyer. At the Closing, Buyer shall deliver
the following to Seller:

               (i) a wire transfer for Two Hundred Thousand  ($200,000)  Dollars
          payable to Seller  pursuant to Section  2.3(a) and in accordance  with
          the wire instructions set forth on Schedule 3.3(i) hereto;

               (ii) a  wire  transfer  in the  amount  of One  Hundred  Thousand
          ($100,000) Dollars for the Non-Competition Payment payable to Piccione
          pursuant to Section 10.1 and in accordance with the wire  instructions
          set forth on Schedule 3.3(ii) hereto;
<PAGE>

               (iii) a wire  transfer  in the amount of Fifteen  Thousand  Three
          Hundred  ($15,300)  Dollars  payable to Seller  pursuant to 2.1(b)(i),
          provided  Seller  delivers  the  Landlord  Consents at Closing and One
          Thousand  Three  ($1,300)  Dollars  in the  event  that  the  Landlord
          Consents are not delivered at Closing;

               (iv) a  non-negotiable  promissory  note in the form of Exhibit B
          annexed  hereto  and in the  amount  of Four  Hundred  Fifty  Thousand
          ($450,000) Dollars plus the Reconciled Account Balance;

               (v) certificates  representing the Shares, in accordance with the
          provisions of section 2.4(a) hereof.

               (vi) all other documents,  certificates,  instruments or writings
          required by Seller to be delivered by Buyer at or prior to the Closing
          pursuant  to  this  Agreement  or  otherwise  required  in  connection
          herewith;

     3.4 Allocation. On or prior to the Closing, Buyer and Seller shall mutually
agree on the manner in which the  Purchase  Price is to be  allocated  among the
Acquired Assets (the "Allocation"). The Allocation shall be prepared in a manner
consistent  with Section 1060 of the Code,  and shall be conclusive  and binding
upon Buyer and  Seller  for all  purposes,  and the  parties  agree that all tax
returns and reports (including IRS Form 8594) and all financial statements shall
be prepared in a manner  consistent  with (and the parties  shall not  otherwise
file a tax return position  inconsistent  with) the Allocation  unless otherwise
required by the IRS or state taxing authority.



                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF SELLER


     Seller and the Sole Shareholder hereby jointly and severally represents and
warrants to Buyer,  as of the Closing  Date,  subject to such  exceptions as are
specifically  disclosed in the disclosure schedules (referencing the appropriate
section and paragraph  numbers) supplied by Seller and Sole Shareholder to Buyer
(the "Seller's Schedules") and dated as of the Closing Date, as follows:

     4.1 Organization of Seller. As of the Closing, each of All Care, Orthotics,
Respiratory and Equipment are a corporation duly organized, validly existing and
in good  standing  under the laws of the  State of New  York.  Each of All Care,
Orthotics,  Respiratory  and  Equipment  has  the  corporate  power  to own  its
properties  and to carry on its business as it is now being  conducted.  Each of
All Care, Orthotics, Respiratory and Equipment are duly qualified to do business
and is in good standing as a foreign  corporation in each  jurisdiction in which
the failure to be so qualified would have a Material Adverse Effect. Each of All
Care,  Orthotics,  Respiratory  and Equipment  have delivered a true and correct
copy of their  respective  Certificate  of  Incorporation  of each of All  Care,
Orthotics, Respiratory and Equipment, as amended to date, to Buyer. Schedule 4.1
of the Seller's  Schedules lists the directors and officers of each of All Care,
Orthotics,  Respiratory and Equipment and the jurisdictions in which each of All
Care, Orthotics, Respiratory and Equipment is qualified to do business.
<PAGE>

     4.2 Capital Structure of the Seller.

               (a) The  authorized  capital  stock and issued  and  outstanding.
          shares of each of All Care,  Orthotics,  Respiratory and Equipment are
          set forth on  Schedule  4.2.  Schedule  4.2 sets forth all of the Sole
          Shareholders  of  each  of  All  Care,   Orthotics,   Respiratory  and
          Equipment, and the percentage and number of shares owned by each as of
          June 28, 2002.

               (b) None of All Care,  Orthotics,  Respiratory  and Equipment has
          ever  adopted  or  maintained  any  stock  option  plan or other  plan
          providing for equity compensation of any person. There are no options,
          warrants,   calls,   subordinated  debentures,   debentures,   rights,
          commitments or agreements of any character,  written or oral, to which
          any of them is a party or by which any of them is bound obligating any
          of them to issue, deliver,  sell, repurchase or redeem, or cause to be
          issued,  delivered,  sold,  repurchased or redeemed, any shares of the
          capital  stock  of any of them  or  obligating  any of them to  grant,
          extend,  accelerate  the  vesting of,  change the price of,  otherwise
          amend or enter into any such option,  warrant, call, right, commitment
          or agreement.  As of the Closing Date there will be no  outstanding or
          authorized stock appreciation,  phantom stock, profit participation or
          similar  rights  with  respect  to any of them.  There  are no  voting
          trusts, proxies, or other agreements or understandings to which any of
          them is a party with  respect to the  voting  capital  stock of any of
          them. The Sole  Shareholder has good and valid title to the all of the
          issued and  outstanding  Shares  free and clear of any liens,  claims,
          encumbrances,  security interests, options, charges or restrictions of
          any  kind,  other  than as  provided  hereunder,  or as set  forth  on
          Schedule  4.2.  Other than this  Agreement or as set forth on Schedule
          4.2,  the shares of the common stock of any of them are not subject to
          any voting trust agreement, commitment or understanding restricting or
          otherwise  relating to the voting,  dividend  rights or disposition of
          the common stock..

     4.3  Subsidiaries.  None of the  Acquired  Assets  are  presently  owned or
controlled,  and none of the  Acquired  Assets  have  previously  been  owned or
controlled,  by any  subsidiaries or affiliated  companies,  of Seller or of the
Sole  Shareholder of any of the Seller.  Except as set forth on Schedule 4.3, no
Seller  directly  or  indirectly  owned  any  capital  stock of or other  equity
interests in any corporation,  partnership,  limited  liability company or other
Person and no Seller is a member of or participant in any  partnership,  limited
liability company, joint venture or similar Person.

     4.4 Authority.  Each Seller has all requisite corporate power and authority
to enter into this  Agreement and to consummate  the  transactions  contemplated
hereby.  The Sole  Shareholder  has the  right  and  power to  enter  into  this
Agreement.  The execution and delivery of this Agreement and the consummation of
the transactions  contemplated hereby have been duly authorized by all necessary
corporate  action on the part of Seller.  The Board of  Directors  and Sole Sole
Shareholder of each Seller have  unanimously  approved the  Acquisition and this
Agreement.  This  Agreement  has been duly executed and delivered by each Seller
and each Sole  Shareholder and  constitutes the valid and binding  obligation of
each Seller and each Sole Shareholder,  enforceable in accordance with its terms
except as such  enforceability may be limited by principles of public policy and
subject to the laws of general  application  relating to bankruptcy,  insolvency
and the  relief of  debtors  and rules of law  governing  specific  performance,
injunctive relief or other equitable remedies.
<PAGE>

     4.5 No Conflict.  Except as set forth on Schedule  4.5, the  execution  and
delivery of this  Agreement by each Seller and each Sole  Shareholder,  the sale
and transfer of the Acquired  Assets do not,  and, as of the Closing  Date,  the
consummation of the transactions contemplated hereby will not, conflict with, or
result in any violation of, or default under (with or without notice or lapse of
time,  or  both),  or give  rise  to a right  of  termination,  cancellation  or
acceleration  of any  obligation  or  loss of any  benefit  or  creation  of any
security  interest under (i) any provision of the Articles of  Incorporation  of
each Seller or (ii) any mortgage,  indenture, lease, contract or other agreement
or instrument, permit, concession,  franchise, license, judgment, order, decree,
statute,  law,  ordinance,  rule or  regulation  applicable to any Seller or the
Acquired Assets.  No consent,  waiver,  approval,  order or authorization of, or
registration,  declaration or filing with, any court,  administrative  agency or
commission  or other  federal,  state,  county,  local or  foreign  governmental
authority, instrumentality,  agency or commission ("Governmental Entity") or any
third  party,  other than the  landlords  of premises  leased by the Seller,  is
required by or with respect to any Seller in  connection  with the execution and
delivery of this Agreement,  the sale and transfer of the Acquired Assets or the
consummation of the transactions  contemplated hereby, except for such consents,
waivers,  authorizations,  filings,  approvals and  registrations  which are set
forth on Schedule 4.5.

     4.6 No Material Changes.  Except as set forth in Schedule 4.7, from January
31, 2001 through June 28,  2002,  there has not been,  occurred or arisen any of
the following in connection with the Business:

               (i)  material  transaction  by  any  Seller  including,   without
          limitation,  any purchase,  sale,  lease or other  disposition  of any
          assets  used in,  useful to and/or  relating to the  Business,  except
          those  transactions in the ordinary course of business as conducted on
          that date and consistent with past practices;

               (ii) amendment or change to the Articles of  Incorporation or any
          By-laws of any Seller;

               (iii) change in accounting  methods or practices  (including  any
          change  in  depreciation  or  amortization  policies  or rates) by any
          Seller;

               (iv)  revaluation  by any  Seller  of any  of the  assets  of the
          Business;

               (v) any agreement,  contract, lease or commitment (collectively a
          "Seller  Agreement") or any extension or  modification of the terms of
          any Seller  Agreement which (i) involves the payment by the any Seller
          of greater than  $10,000 per annum or which  extends for more than one
          (1) year or (ii)  involves any payment or  obligation to any affiliate
          of Seller other than in the  ordinary  course of business as conducted
          on that date and consistent with past practices;

               (vi) the  commencement  or notice  or, to any  Seller's  or "Sole
          Shareholder"  knowledge,  threat of  commencement,  of any  lawsuit or
          proceeding  against or, to Seller's  or Sole  Shareholder'  knowledge,
          investigation of, any Seller or the Business;
<PAGE>

               (vii) any event or condition of any  character  that has or could
          be reasonably be expected to have a Material Adverse Effect.

     4.7 Tax and Other Returns and Reports.

          (a) Definition of Taxes. For the purposes of this Agreement, "Tax" or,
     collectively,  "Taxes", means any and all federal, state, local and foreign
     taxes, assessments and other governmental charges, duties,  impositions and
     liabilities,  including  taxes based upon or  measured  by gross  receipts,
     income,  profits,  sales, use and occupation,  and value added, ad valorem,
     transfer, franchise,  withholding,  payroll, recapture,  employment, excise
     and property  taxes,  together with all  interest,  penalties and additions
     imposed  with  respect  to such  amounts  and  any  obligations  under  any
     agreements  or  arrangements  with any other  person  with  respect to such
     amounts and including any liability for taxes of a predecessor entity.

          (b) Tax Returns and Audits. Except as set forth in Schedule 4.7:

               (i) Within thirty (30) days of the Closing, each Seller will have
          prepared  and filed all  required  federal,  state,  local and foreign
          returns,  estimates,  information  statements and reports  ("Returns")
          relating  to any and all  Taxes  and  such  Returns  shall be true and
          correct in all  material  respects  and shall have been  completed  in
          accordance with applicable law;

               (ii) No Seller is  delinquent  in the  payment  of any Tax nor is
          there any Tax  deficiency  outstanding,  proposed or assessed  against
          Seller,  nor  has  Seller  executed  any  waiver  of  any  statute  of
          limitations  on,  or  extending  the  period  for  the  assessment  or
          collection of, any such Tax;

               (iii) No audit or other  examination  of any Return of any Seller
          is presently in progress,  nor has Seller been notified of any request
          for such an audit or other examination;

               (iv) No Seller has any liability for unpaid federal, state, local
          or foreign  Taxes,  whether  asserted  or  unasserted,  contingent  or
          otherwise,  except for Taxes  which may have  accrued  but are not yet
          payable,  and no Seller has knowledge of any reasonable  basis for the
          assertion of any additional  liability for Taxes  attributable to such
          Seller, the Business or its assets or operations;

               (v) There are (and as of immediately  following the Closing there
          will be) no liens, pledges, charges, claims, restrictions on transfer,
          mortgages,  security  interests  or  other  encumbrances  of any  sort
          (collectively,   "Liens")  on  the  Acquired  Assets  relating  to  or
          attributable to Taxes, other than liens for personal  property,  sales
          and payroll taxes not yet due and payable;

               (vi) No Seller is, and has not been at any time, a "United States
          real  property  holding  corporation"  within  the  meaning of Section
          897(c)(2) of the Code.
<PAGE>

     4.8  Restrictions on Business  Activities.  Except as set forth in Schedule
4.8, there is no agreement  (non-compete  or otherwise),  commitment,  judgment,
injunction,  order or decree to which Seller is a party or otherwise  binding on
any Seller which has or could be expected to have the effect of  prohibiting  or
impairing any business  practice of the Business,  any  acquisition  of property
(tangible or intangible) by the Business or the conduct of the Business,  and no
Seller has entered into any agreement under which such Seller is restricted from
providing  services  to  customers  or  potential  customers  or  any  class  of
customers,  in any geographic area,  during any period of time or in any segment
of the market.

     4.9 Title to Properties;  Absence of Liens and  Encumbrances;  Condition of
Equipment.

          (a) Each  Seller  has good and  valid  title  to,  or,  in the case of
     licensed  properties  and assets,  valid  licenses  in, all of the Acquired
     Assets,  free and clear of any Liens,  except as  reflected in Schedule 4.9
     (a) and except for such  imperfections of title and  encumbrances,  if any,
     which are not  material in  character,  amount or extent,  and which do not
     detract from or interfere  with,  the value or present use, of the property
     subject thereto or affected thereby.  Each Seller at the Closing will sell,
     convey,  assign,  transfer and deliver to Buyer good and valid title to all
     of its  respective  Acquired  Assets,  free and clear of  Liens,  except as
     reflected  in Schedule 4.9 (a) and except for such  imperfections  of title
     and  encumbrances,  if any, which are not material in character,  amount or
     extent,  and  which  do  not  substantially  detract  from  the  value,  or
     substantially  interfere  with the  present  use, of the  property  subject
     thereto or affected thereby.

          (b) Schedule 4.9 (b) lists all items of equipment  used by each Seller
     in the Business and any other items of personal  property that are material
     to the  Business  and used by Seller  in the  Business  (collectively,  the
     "Equipment"). The Equipment is owned or leased by such Seller (as indicated
     on Schedule  4.9 (b)),  and is (i) adequate for the conduct of the Business
     as currently conducted and (ii) in reasonable operating condition,  subject
     to normal wear and tear.

     4.10  Intellectual  Property.  For  the  purposes  of this  Agreement,  the
following terms have the following definitions:

          (a) "Intellectual Property" shall mean any or all of the following and
     all rights associated  therewith:  (i) all domestic and foreign patents and
     applications therefor and all reissues,  divisions,  renewals,  extensions,
     continuations  and  continuations-in-part   thereof;  (ii)  all  inventions
     (whether patentable or not),  invention  disclosures,  improvements,  trade
     secrets, proprietary information, know how, technology,  technical data and
     customer  lists,  and all  documentation  relating to any of the foregoing;
     (iii) all copyrights,  copyright  registrations and applications  therefor,
     and all other rights  corresponding  thereto throughout the world; (iv) all
     industrial designs and any registrations and applications therefor; (v) all
     trade names, logos, common law trademarks and service marks;  trademark and
     service  mark  registrations  and  applications  therefor  and all goodwill
     associated  therewith;  and (vi) all computer software including all source
     code, object code,  firmware,  development tools, files,  records and data,
     all media on which any of the  foregoing is recorded and all  documentation
     related to any of the foregoing.

          (b)  "Seller'  Intellectual  Property"  shall  mean  any  Intellectual
     Property that:  (i) is owned by or exclusively  licensed to each Seller and
     is in any way used in,  useful to and/or  related  to the  Business  or the
     Acquired  Assets,  or (ii)  which  is  necessary  to the  operation  of the
     Business as it is currently  operated or is  reasonably  anticipated  to be
     operated in the future.

          (c)  Schedule  4.10(c)  lists  (i) all of the  following  held by each
     Seller and in any way used in, useful to and/or  related to the Business or
     the Acquired Assets:  (1) U.S. and foreign patent and patent  applications,
     (2) U.S. and foreign registered trademarks, trademark applications, service
     marks,  service mark applications,  intent to use applications,  and domain
     name  registrations,   (3)  U.S.  and  foreign  registered  copyrights  and
     applications for copyright registration, and (4) U.S. and foreign mask work
     registrations  and  applications to register mask works; and (ii) any other
     of  the  Seller's   Intellectual   Property  that  is  the  subject  of  an
     application, certificate or registration issued by any state, government or
     other public legal authority.
<PAGE>

          (d) The registrations of the Intellectual  Property listed on Schedule
     4.10(d) are valid and subsisting,  all necessary  registration  and renewal
     fees in connection with such registrations have been paid and all necessary
     documents and certificates in connection with such  registrations have been
     filed with the relevant patent,  copyright and trademark authorities in the
     United  States or  applicable  foreign  jurisdiction  for the  purposes  of
     maintaining such Intellectual Property registrations.

          (e) Except as set forth in Schedule 4.10(e),  No Seller has granted to
     any  Person,  authorized  any  Person to  retain,  any  rights  in  Seller'
     Intellectual Property.

          (f) Except as set forth on Schedule 4.10(f),  Each Seller owns and has
     good and exclusive title to each item of Intellectual Property attributable
     to each Seller  listed on Schedule  4.10(b),  free and clear of any lien or
     encumbrance.

          (g) Except as set forth on Schedule 4.10(g), since January 1, 2002, no
     Seller  has  received  any  claim  of  ownership  by a third  party of such
     Seller's Intellectual Property or any notices from any third party alleging
     any infringement upon the Intellectual Property rights or rights of privacy
     or publicity or any other personal or property rights of any other Person.

          (h)  Except as listed on  Schedule  4.10(h),  there are no  contracts,
     licenses or agreements between any Seller and any other person with respect
     to such  Seller's  Intellectual  Property  pursuant  to which  there is any
     dispute  known  to  Seller  regarding  the  scope  of  such  agreement,  or
     performance under such agreement  including with respect to any payments to
     be made or received by such Seller thereunder.

          (i) Except as listed on Schedule 4.10(i),  to the knowledge of Seller,
     no person is infringing  or  misappropriating  any of Seller'  intellectual
     Property.

     4.11  Agreements,  Contracts  and  Commitments.  (a) Except as set forth on
Schedule  4.11,  no  Seller  is a party to and no  Seller is bound by any of the
following in connection with the Business:

               (i)  any   employment  or  consulting   agreement,   contract  or
          commitment with an employee or individual consultant or salesperson or
          consulting or sales  agreement,  contract or commitment with a firm or
          other organization;

               (ii) any fidelity or surety bond or completion bond;

               (iii) any agreement of indemnification or guaranty;

               (iv) any purchase order or contract for the purchase of materials
          involving $2,000, individually, or $20,000 in the aggregate;

               (v) any distribution,  joint marketing or development  agreement;
          or

               (vi) any other  agreement,  contract or commitment  that involves
          $5,000 or more or is not cancelable without penalty within thirty (30)
          days.
<PAGE>

                    (a) No Seller has breached,  violated or defaulted under, or
               received  written notice that such Seller has breached,  violated
               or  defaulted  under,  any  of the  terms  or  conditions  of any
               agreement, contract or commitment to which such Seller is a party
               or by which such Seller is bound with  respect to the Business or
               the Acquired Assets. Each such agreement,  contract or commitment
               is in full force and effect.  Each Seller is in compliance  with,
               and no Seller has breached any contract,  license or agreement to
               which  such  Seller is a party or by which  such  Seller is bound
               with respect to the  Business or the Acquired  Assets or by which
               the assets of the  Business are bound,  and, to the  knowledge of
               each Seller,  all other parties to all such  contracts,  licenses
               and agreements are in compliance  with, and have not breached any
               of such contracts, licenses or agreements. Following the Closing,
               Buyer will be permitted to exercise all of each  Seller's  rights
               under the Contracts without the payment of any additional amounts
               or consideration  other than ongoing fees,  royalties or payments
               which, such Seller would otherwise be required to pay.

                    (a)  The  contracts,   licenses  and  agreements  listed  on
               Schedule 4.11(b) are all contracts,  licenses and agreements,  to
               which each Seller is a party which still require  performance  of
               services  or other  obligations,  including  without  limitation,
               indemnification,   non-compete  and  non-disclosure  obligations,
               delivery of materials or ongoing  royalties or similar  payments,
               either by a Seller or to the  benefit  of a  Seller,  other  than
               "shrink  wrap" and  similar  commercial  end-user  licenses.  The
               contracts, licenses and agreements listed on Schedule 4.11(b) are
               in full force and effect. Provided that any necessary consents to
               assignment   have  been  obtained,   the   consummation   of  the
               transactions  contemplated by this Agreement will neither violate
               nor   result   in   the   breach,   modification,   cancellation,
               termination,  or  suspension  of  the  contracts,   licenses  and
               agreements listed on Schedule 4.11(c).

     4.12 Governmental Authorization. Schedule 4.12 lists each consent, license,
permit,  grant or other  authorization  issued to any  Seller by a  Governmental
Entity  (herein  collectively  called "Seller  Authorizations")  (i) pursuant to
which  such  Seller  currently  operates  or holds  any  interest  in any of the
Acquired  Assets or (ii) which is required for the  operation of the Business or
the  holding  of any such  interest  in the  Acquired  Assets.  All such  Seller
Authorizations   are  in  full  force  and  effect  and  constitute  all  Seller
Authorizations  required to permit  Seller to operate or conduct the Business or
hold any interest in the Acquired Assets.

     4.13 Litigation.  Except as set forth on Schedule 4.13, there is no action,
suit or proceeding,  or warranty or indemnity claim of any nature pending, or to
Seller'  knowledge,  threatened  against any Seller,  the Acquired Assets or the
Business. There is no investigation pending to any Seller' knowledge, threatened
against  Seller,   the  Acquired  Assets  or  the  Business  by  or  before  any
Governmental  Entity.  No  Governmental  Entity  has at any time  challenged  or
questioned  the  legal  right of  Seller  to  produce,  offer or sell any of the
products or services of the Business in the present manner or style thereof.

     4.14 Financial Statements.

          (a) Buyer acknowledges  receipt of financial statements of All Care as
     at and for the years ended  December  31, 2000 and  December  31, 2001 (the
     "Annual  Financial  Statements")  reported on by Kenneth McBride  certified
     public accounts,  and will deliver prior to the Closing unaudited financial
     statements for the six month period ending June 30 2002 prepared by Kenneth
     McBride,  C.P.A.,  (the  "Unaudited  Financial  Statement.").   The  Annual
     Financial  Statements and the Unaudited  Financial Statement or hereinafter
     referred to as the "Financial Statements." Each of the Financial Statements
     is or will,  when  delivered  be,  complete  and  correct  in all  material
     respects, has been or will be prepared in accordance with GAAP consistently
     applied throughout the periods presented,  no material modifications should
     be made to the financial  position,  results of operations,  cash flows and
     stockholders'  equity  of  Seller  as at the  dates  and  for  the  periods
     indicated   except  (i)  as   disclosed   in  the   Financial   Statements,
     (ii) incurred in the Ordinary Course of Business since December 31, 2001 or
     (iii) disclosed in Section 4.14 of the Disclosure Schedule.  As of the date
     hereof  ,or as  amended  to the  Closing  Date,  Seller  does  not have any
     material  indebtedness,  obligations  or  liabilities  of any kind (whether
     accrued,  absolute,  contingent or otherwise,  and whether due or to become
     due, asserted or unasserted). Except for liabilities incurred in connection
     with this Agreement or the transactions  contemplated hereby, and except as
     set forth on  Schedule  4.14  since  December  31,  2001,  the  Seller  has
     conducted the Business only in the ordinary course and there, have not been
     any Material Adverse Change in the Business.  The financial Statements show
     an aggregate of $3.2 million in revenue and aggregate  pre-tax  earnings of
     $496,000,  excluding  officer  salary  of  $156,000  in  year  2001  and an
     aggregate  of $2.4  million in revenue and  aggregate  pre-tax  earnings of
     $272,000,  excluding  officer  salary of  $156,000  in year 2000,  accounts
     receivable  of  $750,000 or more with aging of 180 days or less at July 31,
     2001, and Useable Inventory of $450,000 at July 31, 2001.
<PAGE>

          (b) Orthotics,  Respiratory and Equipment have heretofore delivered to
     Buyer,  or  will  deliver  to  Buyer  within  30 days  proceeding  Closing,
     unaudited financial statements of each such company as at and for the years
     ended  December  31,  2000 and  December  31,  2001  (the  "Affiliate  Stub
     Financial Statements" prepared by each such company, and will deliver prior
     to the Closing Date unaudited financial statements for the six month period
     ending June 30,  2002 (the  "Affiliate  Stub  Financial  Statement.").  The
     Affiliate Annual Financial Statements and the Affiliate Unaudited Financial
     Statement  or  hereinafter   referred  to  as  the   "Affiliate   Financial
     Statements."  Each of the Financial  Statements is or will, when delivered,
     be complete  and  correct in all  material  respects,  have been or will be
     prepared to the extent  participate  in accordance  with GAAP  consistently
     applied throughout the periods presented,  no material modifications should
     be made to the financial  position,  results of operations,  cash flows and
     stockholders'  equity of such companies as at the dates and for the periods
     indicated  except (i) as disclosed in the Affiliate  Financial  Statements,
     (ii) incurred in the Ordinary Course of Business since December 31, 2001 or
     (iii) disclosed in Section 4.14 of the Disclosure Schedule.  As of the date
     hereof,  or as amended to the Closing Date,  such companies do not have any
     material  indebtedness,  obligations  or  liabilities  of any kind (whether
     accrued,  absolute,  contingent or otherwise,  and whether due or to become
     due, asserted or unasserted). Except for liabilities incurred in connection
     with this Agreement or the transactions  contemplated hereby, and except as
     set forth on Schedule 4.14 since  December 31, 2001,  such  companies  have
     conducted the Business only in the ordinary course and there, have not been
     any Material Adverse Change in the Business.

     4.15 No  Undisclosed  Liabilities.  Except  as set  forth in the  Financial
Statements,  in Schedule  4.16 or  otherwise  disclosed  on the other  Schedules
hereto  or  required  disclosure  hereunder,  Seller  has  no  known  liability,
indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of
any type in excess of $2,500, individually, or $10,000 in the aggregate, whether
accrued,  absolute,  contingent,  matured,  unmatured  or other  (whether or not
required to be reflected in financial  statements in accordance with GAAP),  nor
has any such arisen  since July 1, 2002 in the  ordinary  course of the Business
consistent with past practices;  it being understood that Buyer shall not assume
or otherwise be liable for any undisclosed liabilities of the Seller.

     4.16  Inventory;  Accounts  Receivable.  (a) All of the Inventory of Seller
related to the Business were purchased, acquired or produced in the ordinary and
regular  course of business  and in a manner  consistent  with  Seller'  regular
inventory  practices  and are set forth on each  Seller'  books and  records  in
accordance  with the practices  and  principles  of Seller  consistent  with the
method of treating said items in prior  periods.  All of the Inventory  used in,
useful to and/or  relating to the  Business  is set forth on Schedule  2.1(a)(v)
with respect to Inventory used for rental purposes, such Inventory is, and shall
be at the  Closing,  in working  condition,  fit for the purpose for which it is
intended,  and is  incompliance  with all applicable  state and federal laws and
regulations with respect thereto.
<PAGE>

          (a) From  December  31,  2001  through  June 28,  2002,  no Seller has
     engaged in any forward selling, or made any other change from the customary
     selling, pricing, billing or return practices of the Business, which change
     was intended to or had the effect of accelerating or increasing its current
     income,  accounts receivable or cash collections by, for example,  inducing
     customers to order, to permit early shipment,  to purchase  quantities that
     might  otherwise  have been  purchased at a later date,  or to accept other
     inducements  (e.g.,  greater  than normal  discounts),  the effect of which
     would be to accelerate  sales,  revenues or collections or delay returns of
     inventory.

          (b) Each  Seller has made  available  to Buyer a list of all  accounts
     receivable  of such  Seller with  respect to the  Business  (the  "Accounts
     Receivable"),  including  Collectible  Accounts  Receivables,  along with a
     range  of days  elapsed  since  invoice.  All of the  Collectible  Accounts
     Receivable  of the Company  arose in the  ordinary  course of business  for
     valid  consideration  and are in their entirety  valid accounts  receivable
     which are carried at values  determined in accordance with GAAP.  Except as
     set  forth  on  Schedule  4.16(b),  no  person  has any Lien on any of such
     Collectible  Accounts  Receivable and no request or agreement for deduction
     or discount has been made with respect to any of such Collectible  Accounts
     Receivable.

     4.17 Environmental Matters.

               (a)  Hazardous  Material.  Except as set forth on Schedule  4.17,
          Seller has not:  (i)  operated any  underground  storage  tanks at any
          property  that  Seller has at any time  owned,  operated,  occupied or
          leased;  or (ii) to the  knowledge of Seller,  illegally  released any
          material  amount  of any  substance  that has been  designated  by any
          Governmental Entity or by applicable federal, state or local law to be
          radioactive,  toxic,  hazardous or otherwise a danger to health or the
          environment, including, without limitation, PCBs, asbestos, petroleum,
          ureaformaldehyde  and all  substances  listed as hazardous  substances
          pursuant to the Comprehensive  Environmental  Response,  Compensation,
          and Liability Act of 1980, as amended, or defined as a hazardous waste
          pursuant to the United States Resource  Conservation  and Recovery Act
          of 1976, as amended, and the regulations  promulgated pursuant to said
          laws  ("Hazardous  Materials"),  but excluding  office and  janitorial
          supplies properly and safely  maintained.  To the knowledge of Seller,
          no  Hazardous  Materials  are  present  as a result of the  deliberate
          actions of Seller or as a result of any  actions of any third party or
          otherwise,  in, on or under any  property,  including the land and the
          improvements,  ground water and surface water thereof, that Seller has
          at any time owned, operated, occupied or leased.
<PAGE>

               (b) Environmental Liabilities. No action, proceeding,  revocation
          proceeding, amendment procedure, writ, injunction or claim is pending,
          or  to  Seller's  knowledge,   threatened   concerning  any  Hazardous
          Materials. Seller is not aware of any fact or circumstance which could
          involve Seller in any  environmental  litigation or impose upon Seller
          any   environmental   liability   or   require   Seller  to  have  any
          environmental approval,  permit, license, clearance or consent for the
          conduct of the Business as currently conducted.

     4.18 Employee Matters and Benefit Plans.

          (a) Definitions.  For purposes of this Agreement,  the following terms
     shall have the meanings set forth below:

               (i) "Seller  Employee  Plan"  shall  refer to any plan,  program,
          policy, practice,  contract,  agreement or other arrangement providing
          for  compensation,  severance,  termination pay,  performance  awards,
          stock or  stock-related  awards,  fringe  benefits  or other  employee
          benefits or  remuneration  of any kind,  whether  formal or  informal,
          funded or  unfunded  and  whether or not  legally  binding,  including
          without  limitation,  each "employee benefit plan", within the meaning
          of  Section  3(3) of ERISA  which is  maintained,  contributed  to, or
          required to be contributed  to, by Seller or any Seller  Affiliate for
          the benefit of any  "Employee"  (as defined  below),  and  pursuant to
          which  Seller or any  Seller  Affiliate  has or may have any  material
          liability, whether contingent or otherwise;

               (ii)  "Employee"  shall mean any current  employee,  officer,  or
          director of any Seller;

               (iii)  "Employee  Agreement"  shall  refer  to  each  management,
          employment,  severance,  consulting  or similar  agreement or contract
          between any Seller and any Employee or consultant.

          (b) Schedule.  Buyer acknowledges  receipt of an accurate and complete
     list of:  (i) each  Employee  of each  Seller and such  Employee's  current
     salary and bonus applicable to the current fiscal period;  (ii) the Seller'
     Employee  Plan;  and (iii) each  Employee  Agreement.  Prior to the Closing
     Date,  the Seller had no intention,  plan or  commitment,  whether  legally
     binding or not, to enter into or establish any new Seller  Employee Plan or
     Employee  Agreement,  to  materially  modify  the Seller  Employee  Plan or
     Employee  Agreement (except to the extent required by law or to conform the
     Seller  Employee  Plan or Employee  Agreement  to the  requirements  of any
     applicable  law, in each case as previously  disclosed to Buyer in writing,
     or as required by this Agreement).
<PAGE>

          (c) Effect of Transaction.

               (i) The  execution  of this  Agreement,  the sale of the Acquired
          Assets and the  consummation of the transactions  contemplated  hereby
          will not (either  alone or upon the  occurrence  of any  additional or
          subsequent events) constitute an event under the Seller Employee Plan,
          any Employee  Agreement,  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.

               (ii) No payment or benefit which will or may be made by Seller or
          Buyer  or any of  their  respective  affiliates  with  respect  to any
          Employee  will be  characterized  as an  "excess  parachute  payment",
          within the meaning of Section 280G(b)(1) of the Code.

          (d)  Employment  Matters.  As of the Closing  Date,  each Seller is in
     compliance in all respects with all applicable  foreign,  federal and state
     laws, rules and regulations  respecting  employment,  employment practices,
     terms and conditions of employment and wages and hours,  in each case, with
     respect  to its  employees;  (ii) each  Seller  has  withheld  all  amounts
     required by law or by agreement to be withheld from the wages, salaries and
     other  payments to its  employees  or other  Persons who by virtue of their
     activities performed on behalf of any Seller may be deemed employees within
     the meaning of applicable law; (iii) no Seller is liable for any arrears of
     wages or any taxes or any  penalty  for  failure to comply  with any of the
     foregoing;  and (iv) no Seller is liable  for any  payment  to any trust or
     other fund or to any governmental or administrative authority, with respect
     to unemployment compensation benefits, social security or other benefits or
     obligations  for its  employees  or other  Persons  who by  virtue of their
     activities performed on behalf of Seller may be deemed employees within the
     meaning of applicable law.

          (e) Labor.  As of the Closing  Date,  no work stoppage or labor strike
     against any Seller is pending  or, to the best  knowledge  of such  Seller,
     threatened.  No Seller is  involved  in or, to the best  knowledge  of such
     Seller,  threatened  with,  any labor  dispute,  grievance,  or  litigation
     relating to labor, safety or discrimination matters involving any employee,
     including,  without  limitation,  charges  of  unfair  labor  practices  or
     discrimination   complaints,   which,  if  adversely   determined,   would,
     individually  or in the aggregate,  result in liability to such Seller.  No
     Seller has engaged in any unfair labor practices  within the meaning of the
     National  Labor  Relations  Act,  which  would,   individually  or  in  the
     aggregate,  directly or indirectly result in a liability to such Seller. No
     Seller is presently,  nor has Seller been in the past, a party to, or bound
     by, any collective  bargaining  agreement or union contract with respect to
     its employees and no collective bargaining agreement is being negotiated by
     such Seller.
<PAGE>

          (f) No  Interference  or Conflict.  No employee or  consultant  of any
     Seller or the Business is obligated under any contract (including licenses,
     covenants or commitments of any nature) or other  agreement,  or subject to
     any judgment,  decree or order of any court or administrative  agency, that
     would  interfere  with the use of such person's best efforts to promote the
     interests of the Business or that would conflict with the Business. Neither
     the execution, delivery nor performance of this Agreement, nor the carrying
     on of the  Business  by Buyer as  presently  conducted  or  proposed  to be
     conducted  will,  to the Seller'  knowledge,  conflict  with or result in a
     breach of the terms,  conditions or provisions  of, or constitute a default
     under,  any  contract,  covenant  or  instrument  under  which  any of such
     officers, directors, employees or consultants is now obligated.

     4.19  Insurance  Policies.  Buyer  acknowledges  that it has  received  all
casualty,  liability,  business  interruption,  errors and  omissions  and other
insurance  policies  currently  in  force  with  respect  to  each  Seller  (the
"Insurance  Policies").  Prior  to the  Closing  Date  all  premiums  due on the
Insurance Policies had been paid in full and, to the knowledge of the Seller and
the Sole Shareholder,  the Insurance Policies were, on the Closing Date, in full
force and effect and valid, outstanding and enforceable. As of the Closing Date,
the Seller were in compliance with the provisions of and conditions contained in
all such  policies  applicable  to them. No insurer under any such policy or, to
the knowledge of the Seller and the Sole Shareholder, indicated any intent to do
so or to  materially  increase the premiums  payable under or not renew any such
policy.  All material claims under any Insurance Policies are listed on Schedule
4.19 and have been filed in a timely fashion.

     4.20 Seller's Investor Representations. Each Seller is acquiring the Shares
for its own  account  for  investment,  without  a view to,  or for a resale  in
connection with, the  distribution  thereof in violation of the Act or any state
securities  laws and with no present  intention of distributing or reselling any
part  thereof.  No Seller  will so  distribute  or resell  any of the  Shares in
violation  of any such law.  Each Seller  acknowledges  that the Shares have not
been registered under the Act. Seller hereby agrees that the Shares will contain
substantially the following legend:

"THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED OR ANY STATE  SECURITIES  LAWS. THEY MAY NOT BE SOLD,  OFFERED FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES  UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
THE REQUIREMENTS THEREOF."

     4.21 Compliance  with Laws.  Through the Closing Date, each Seller complied
with all, and Seller was not in  violation  of and Seller had not received  any,
notices of  violation  with  respect to, any  foreign,  federal,  state or local
statute, law or regulation.
<PAGE>

     4.22 Power of Attorney. Through the Closing Date, no Seller had granted any
power of attorney (revocable or irrevocable) with respect to the Business or the
Acquired Assets to any person, firm or corporation for any purpose whatsoever.

     4.23  Complete  Copies of  Materials.  Each  Seller has  delivered  or made
available true and complete  copies of each document (or summaries of same) that
has been requested by Buyer or its counsel as set forth on Schedule 4.23.

     4.24  Representations  Complete.  As of  the  Closing  Date,  none  of  the
representations  or  warranties  made by any Seller (as  modified by the Seller'
Schedules),  nor any statement made in any Schedule or certificate  furnished by
any Seller  pursuant to this  Agreement  contained,  any untrue  statement  of a
material  fact, or omitted to state any material fact necessary in order to make
the statements  contained herein or therein,  in the light of the  circumstances
under which made, not misleading.

     4.25 Brokers' and Finders' Fees; Third Party Expenses.  Each of the parties
represent and warrant to the other that no broker was engaged in bringing  about
this  transaction  and each  indemnifies  the other  against any  liability  for
brokerage  or finders'  fees or agents'  commissions  or any similar  charges in
connection with this Agreement or any transaction contemplated hereby.

     4.26 Medicare, Medicaid and Other Third-Party Payors.

          (a) Seller is a provider in the Medicare and  Medicaid  Programs  (the
     "Programs").  To the best of  Seller's  knowledge,  Seller  is in  material
     compliance with all of the terms,  conditions and provisions of the Program
     Agreements.

          (b)  Schedule  4.26  hereto  contains a copy of  Sellers'  most recent
     Statement of Deficiencies and Plan of Correction, if any.

          (c) No notice of any material  offsets  against future  reimbursements
     under or pursuant to the Programs  has been  received by Seller or the Sole
     Shareholder,  nor to the best of  Seller's  knowledge  is there  any  basis
     therefore. There are no pending appeals, adjustments,  challenges,  audits,
     litigation, notices of intent to recoup past or present reimbursements with
     respect to the  Programs  which  could  reasonably  be  expected  to have a
     Material  Adverse  Effect.  Neither  Seller  nor the Sole  Shareholder  has
     received notice of any pending,  threatened or possible  decertification or
     other loss of participation in any of the Programs.

          (d) Seller has  contractual  arrangements  with third party payors.  A
     list of and copies of its existing third party payor contract(s) pertaining
     to the Business have previously been delivered to Buyer.  Seller is in full
     compliance  with all of the material  terms,  conditions  and provisions of
     such contracts.

          (e) All material liabilities and material  contractual  adjustments of
     Seller  under any third party  payor or  reimbursement  programs  have been
     properly reflected and adequately reserved for in the Latest Balance Sheet.
<PAGE>

     4.27 Compliance with Healthcare and Other Laws.

     Seller  has not made any  kickback,  bribe,  or  payment  to any  person or
entity,  directly  or  indirectly,   with  the  intent  to  induce  a  referral,
recommendation or arranging of business or patients with, to or for Seller. None
of the  Contracts  and no activity  of the Seller  violate  Section  1877 of the
Social Security Act or similar provision of applicable state law in any material
respect.  To the  best  of  Seller's  knowledge,  none of the  Contracts  and no
activity of Seller violates  provisions of applicable  state law relating to the
corporate  practice of medicine in any material  respect.  Seller is in material
compliance  (without  obtaining  waivers,  variances or  extensions)  with,  all
federal,  state  and  local  laws,  rules and  regulations  which  relate to the
operations of the Business.  To the best of Seller's knowledge,  all healthcare,
tax and other returns,  reports,  plans and filings of any nature required to be
filed by Seller with any federal,  state or local  governmental  authorities and
any third party payors have been properly completed.  Each return,  report, plan
and filing contains no materially  untrue or misleading  statements and does not
omit  anything  which  would  cause it to be  misleading  or  inaccurate  in any
material  respect.  Seller shall retain and be  responsible,  for any  liability
incurred,  and Seller  shall be entitled to receive any refund or other  benefit
which may result from the same in connection with any such return,  report, plan
and filing.


                                    ARTICLE V

                     REPRESENTATIONS AND WARRANTIES OF BUYER


     Buyer hereby  represents and warrants to Seller and to the Sole Shareholder
at and as of the Closing as follows:

          5.1  Organization,  Standing and Power.  Buyer is a  corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of Delaware.  Buyer has the corporate power to own its properties and
     to carry on its business as now being conducted and is duly qualified to do
     business and is in good standing in each  jurisdiction in which the failure
     to be so qualified  would have a material  adverse effect on the ability of
     Buyer, to consummate the transactions contemplated hereby.

          5.2 Authority.  Buyer has all requisite  corporate power and authority
     to  enter  into  this   Agreement  and  to  consummate   the   transactions
     contemplated  hereby.  The execution and delivery of this Agreement and the
     consummation  of  the  transactions   contemplated  hereby  has  been  duly
     authorized by all  necessary  corporate  action on the part of Buyer.  This
     Agreement has been duly executed and delivered by Buyer and constitutes the
     valid and binding  obligation  Buyer,  enforceable  in accordance  with its
     terms, except as such enforceability may be limited by principles of public
     policy  and  subject  to  the  laws  of  general  application  relating  to
     bankruptcy, insolvency and the relief of debtors and rules of law governing
     specific performance, injunctive relief or other equitable remedies.
<PAGE>

          5.3 No  Conflicts.  The  execution  and delivery of this  Agreement by
     Buyer,  the purchase of the  Acquired  Assets and the  consummation  of the
     transactions  contemplated hereby do not conflict with (i) any provision of
     the Certificate of Incorporation of Buyer or (ii) any mortgage,  indenture,
     lease,  contract or other  agreement  or  instrument,  permit,  concession,
     franchise,  license, judgment, order, decree, statute, law, ordinance, rule
     or regulation  applicable to Buyer or any of its respective  properties and
     assets,  except where such conflict does not have a material adverse affect
     on the business,  assets,  financial conditions or results of operations of
     Buyer  taken  as  a  whole.  No  consent,  waiver,   approval,   order,  or
     authorization  of,  or  registration,   declaration  or  filing  with,  any
     Governmental  Entity or third party (so as not trigger  any  conflict),  is
     required by or with respect to Buyer in  connection  with the execution and
     delivery  of  this  Agreement,  the  purchase  of the  Acquired  Assets  or
     consummation  of the  transactions  contemplated  hereby,  except  for such
     consents,  waivers,  approvals,  orders,   authorizations,   registrations,
     declarations and filings which may be required under applicable Federal and
     state securities laws and such consents, waivers, authorizations,  filings,
     approvals  and  registration,  which  if not  obtained,  would  not  have a
     material  adverse affect on the business,  assets,  financial  condition or
     results of operations of Buyer taken as a whole.

          5.4 Shares.  The Shares when issued  hereunder will be duly authorized
     and validly issued and outstanding,  fully paid and  nonassessable and free
     and clear of any liens, claims,  encumbrances,  security interests, options
     or charges.

          5.5 Brokers' and Finders'  Fees.  Buyer has not incurred,  nor will it
     incur, directly or indirectly, any liability for brokerage or finders' fees
     or agents'  commissions  or any  similar  charges in  connection  with this
     Agreement or any transaction contemplated hereby.

                                   ARTICLE VI

                        CONDUCT PRIOR TO THE CLOSING DATE


     Conduct of Business. Buyer acknowledges that as of June 28, 2002, Buyer has
undertaken  the  management  and  operation  of the Seller for the  Buyer's  own
account  and assumes all  liabilities  with  respect to the period June 28, 2002
through the date of Closing.
<PAGE>


                                   ARTICLE VII

                              ADDITIONAL AGREEMENTS

     7.1 Leases.

          (a) Seller,  Sole  Shareholder  and S & L Realty,  L.L.C.,  a New York
     limited  liability  company ("S & L"),  agree that (i) for a period of five
     (5) years from the Closing  Date,  Buyer may have full use of the  premises
     located at 208-212 East Main Street,  Patchogue,  New York (the  "Patchogue
     Property") with a five (5) year-option to renew pursuant to a lease between
     S&L and Buyer in the form annexed  hereto as Exhibit D; and for the balance
     of the lease terms with respect to the Leased Premises at the addresses set
     forth on Schedule  7.1 hereto (the "Real  Estate") in  accordance  with the
     terms of the Leases.

          (b) Buyer and Seller agree that they will enter into a separate option
     agreement for the Patchogue  Property,  in a form substantially  similar to
     Exhibit A hereto (the "Option")  providing Buyer with an option to purchase
     the  Patchogue  Property at fair market value as  determined  in accordance
     with the terms of the Option.

          (c) So long as Buyer has an option to purchase the Patchogue Property,
     Seller,  Piccione  and S & L agree  not to sell all or any  portion  of the
     Patchogue Property.

          (d) Buyer  shall have the right to assign its rights and  interest  in
     and to the Leases  (either  individually  or jointly) to one or more of its
     affiliates,  subsidiaries,  or any unrelated third party at any time during
     the term of the applicable Lease.

     7.2 Expenses.  Whether or not the Acquisition is consummated,  all fees and
expenses  incurred  in  connection  with  the  Acquisition,  including,  without
limitation, all legal, accounting,  financial advisory, consulting and all other
fees and expenses of third parties  incurred by a party in  connection  with the
negotiation  and  effectuation of the terms and conditions of this Agreement and
the transactions  contemplated hereby, shall be the obligation of the respective
party incurring such fees and expenses.

     7.3 Public  Disclosure.  Unless  otherwise  required by law, any disclosure
(whether  or not in  response  to an  inquiry)  of the  subject  matter  of this
Agreement  shall  be  made  be  made  in  Buyer's  sole  discretion  and no such
disclosure shall be made by Seller without the prior written approval of Buyer.

     7.4  Consents.  Each Seller shall use  commercially  reasonable  efforts to
obtain  such  consents,  waivers and  approvals  under the  Contracts  as may be
required in connection with the Acquisition  (all of such consents,  waivers and
approvals  are set forth in the Seller'  Schedules) so as to preserve all rights
of, and  benefits  to,  Seller and the Acquired  Assets  thereunder.  Each party
hereto   will  use  its   commercially   reasonable   efforts   to  obtain   all
authorizations,  consents, orders and approvals of all federal, state, and other
regulatory  bodies  and  officials  that  may be or  become  necessary  for  its
execution and delivery of, and the performance of its  obligations  pursuant to,
this  Agreement  and will  cooperate  fully  with the  other  parties  hereto in
promptly  seeking  to  obtain  all such  authorizations,  consents,  orders  and
approvals.
<PAGE>

     7.5 Notification of Certain  Matters.  Each Seller shall give prompt notice
to  Buyer,  and Buyer  shall  give  prompt  notice  to each  Seller,  of (i) the
occurrence or  non-occurrence  of any event, the occurrence or non-occurrence of
which is likely to cause any  representation  or warranty  of any Seller  and/or
Buyer,  respectively,  contained in this Agreement to be untrue or inaccurate at
or prior to the Closing Date and (ii) any failure of any Seller or Buyer, as the
case may be, to comply with or satisfy any  covenant,  condition or agreement to
be complied  with or  satisfied by it  hereunder;  provided,  however,  that the
delivery of any notice pursuant to this Section 7.6 shall not limit or otherwise
affect any remedies available to the party receiving such notice.

     7.6 Additional Documents and Further Assurances.  Each party hereto, at the
request of another party hereto,  shall execute and deliver such instruments and
do and  perform  such  acts and  things as may be  necessary  or  desirable  for
effecting  completely the  consummation  of this Agreement and the  transactions
contemplated hereby.

     7.7 Tax  Clearance  Certificate.  The parties  agree to cooperate to obtain
state or local tax clearance  certificates relating to Sales Taxes or employment
or employee withholding Taxes.

     7.8 Payment of  Excluded  Liabilities.  Each Seller  agrees with Buyer that
promptly upon the Closing and thereafter,  such Seller will pay and discharge as
they become due all of the obligations and liabilities of every kind and nature,
known or  unknown,  accrued  and  unaccrued,  fixed or  contingent,  existing or
inchoate  relating to, arising out of, or in connection with such Seller and the
Business.

     7.9 Change of Name. Each Seller agrees with Buyer that on the Closing or as
soon as  practicable  thereafter  (and in any  event  within  thirty  (30)  days
thereafter),  such  Seller  will  cease  using the  names set forth on  Schedule
2.1(a)(ix) . Each Seller agrees that from and after the Closing,  such Seller or
its Sole Shareholder shall not establish any new corporation or company with, or
change the name of any existing  corporation or company,  owned or controlled by
such Seller or its Sole  Shareholder,  to a name using any form of the names set
forth on  Schedule  2.1(a)(ix)  in  connection  with any  business  or  products
included  in the  definition  of the  Business or that is  competitive  with the
business or products of Buyer.

     7.10 Books and Records.  Subsequent  to the Closing,  Buyer shall afford to
each Seller and its authorized  representatives  reasonable access to all of the
books and records of such Seller  delivered to Buyer under  Section  2.1(a)(vi),
including but not limited to, financial statements, ledgers and work papers, and
shall permit  Seller to make  extracts and copies there from to enable Seller to
prepare tax returns and financial statements.  Buyer agrees that for a period of
seven (7) years  following  the Closing none of such books and records  shall be
destroyed without the prior written approval of such Seller.

     7.11 Consulting Agreement. Buyer and on or prior to the Closing Date, enter
into a Consulting Agreement in a form substantially  similar to Exhibit C hereto
pursuant to which Buyer  shall  retain the  services of Piccione to Buyer on the
terms thereof (the "Consulting Agreement").
<PAGE>

     7.12 Tax Treatment.

          (a)  Each of the  Buyer,  Seller  and Sole  Shareholder  acknowledges,
     agrees,  represents  and  warrants  that it is their  combined and separate
     intent that the  provisions  of this  Agreement be governed by Code Section
     368(a)(1)(C)  and the  Regulations  thereunder.  Consequently,  each of the
     Buyer and Seller (i) acknowledges, agrees, represents and warrants that, as
     defined in Code Section 368(b)(2) and the Regulations thereunder, that each
     is  a  party  to  the  reorganization  intended  by  this  Agreement,  (ii)
     acknowledges,  agrees,  represents  and warrants  that each as such a party
     shall  timely  adopt the plan of  reorganization  required  by  Regulations
     Section  1.368-3(a)  (the  "Plan of  Reorganization"),  and,  with the Sole
     Shareholder, (iii) acknowledges,  agrees, represents and warrants that each
     shall  keep the  records  and  timely  file  the  information  required  by
     Regulations Sections 1.368-3(a) and (b).

          (b)  Each of the  Buyer,  Seller  and Sole  Shareholder  acknowledges,
     agrees,  represents  and  warrants  that (i) the  records  and  information
     referred to in the immediately  preceding Section 7.12(a) shall be kept and
     prepared  consistent  with the provisions of this  Agreement,  and (ii) the
     information  required  to be filed by each of the  Buyer,  Seller  and Sole
     Shareholder  pursuant to Regulations  Sections  1.368j-3(a) and (b) for the
     Plan of  Reorganization  shall be prepared and filed  consistent  with such
     filing made by the other.










                                  ARTICLE VIII

                          CONDITIONS TO THE ACQUISITION


     8.1 Conditions to Obligations of Each Party to Effect the Acquisition.  The
respective obligations of each party to this Agreement to effect the Acquisition
shall be  subject to the  satisfaction  at or prior to the  Closing  Date of the
following conditions:

          (a) No Injunctions or Restraints; Illegality. No temporary restraining
     order,  preliminary  or permanent  injunction  or other order issued by any
     court of competent  jurisdiction  or other legal  restraint or  prohibition
     preventing the  consummation  of the  Acquisition  shall be in effect,  nor
     shall any proceeding  brought by an administrative  agency or commission or
     other  governmental  authority  or  instrumentality,  domestic  or foreign,
     seeking  any of the  foregoing  be  pending;  nor shall there be any action
     taken, or any statute, rule, regulation or order enacted, entered, enforced
     or deemed  applicable to the  Acquisition,  which makes the consummation of
     the Acquisition illegal.

          (b) Litigation. There shall be no action, suit, claim or proceeding of
     any nature pending, or overtly threatened, against Seller or its properties
     or any of  its  officers  or  directors,  arising  out  of,  or in any  way
     connected with, the Acquisition or the other  transactions  contemplated by
     the terms of this Agreement.
<PAGE>

     8.2 Additional  Conditions to the Obligations of Seller. The obligations of
Seller to consummate and effect this Agreement and the transactions contemplated
hereby shall be subject to the  satisfaction  at or prior to the Closing Date of
each of the  following  conditions,  any of which  may be  waived,  in  writing,
exclusively by Seller:

          (a) Representations, Warranties and Covenants. The representations and
     warranties  of Buyer in this  Agreement  shall be true and  correct  in all
     material  respects  on and as of the  Closing  Date,  and Buyer  shall have
     performed  and complied in all material  respects  with all  covenants  and
     obligations of this Agreement required to be performed and complied with by
     it as of the Closing.

          (b) Certificate of Buyer.  Each Seller shall have been provided with a
     certificate  executed on behalf of Buyer by its Chief Executive  Officer to
     the effect that, as of the Closing:

               (i) all  representations  and  warranties  made by  Buyer in this
          Agreement are true and correct in all material respects; and

               (ii)  all  covenants  and  obligations  of this  Agreement  to be
          performed  by Buyer on or before such date have been so  performed  in
          all material respects;

          (c) Claims.  There shall not have occurred any claims  (whether or not
     asserted in litigation),  which may have a Material Adverse Effect upon the
     consummation  of the  transactions  contemplated  hereby  or the  business,
     assets (including intangible assets),  common stock, financial condition or
     results of operations of Buyer.

          (d)  Additional  Agreements.  (i)  Piccione  shall have  received  the
     Consulting  Agreement  signed  by Buyer;  and (ii) the  Seller  shall  have
     received  the  deliveries  at Closing  provided  for in Article III of this
     Agreement.

          (e) Legal Opinion.  Seller and Sole Shareholder  shall have received a
     legal  opinion from legal  counsel to Buyer,  substantially  in the form of
     Exhibit D hereto.

     8.3 Additional  Conditions to the Obligations of Buyer.  The obligations of
Buyer to consummate and effect this Agreement and the transactions  contemplated
hereby shall be subject to the  satisfaction  at or prior to the Closing Date of
each of the  following  conditions,  any of which  may be  waived,  in  writing,
exclusively by Buyer:

          (a) Representations, Warranties and Covenants. The representations and
     warranties of the Seller in this Agreement shall be true and correct in all
     material  respects  on and as of the  Closing  Date and  Seller  shall have
     performed  and complied in all material  respects  with all  covenants  and
     obligations of this Agreement required to be performed and complied with by
     each of them as of the Closing Date.

          (b)  Certificates  of Seller.  Buyer shall have been  provided  with a
     certificate  executed  by the Sole  Shareholder  of Seller and  executed on
     behalf of each  Seller  by its  President  to the  effect  that,  as of the
     Closing Date:
<PAGE>

               (i) all  representations  and  warranties  made by such Seller in
          this Agreement are true and correct in all material respects; and

               (ii)  all  covenants  and  obligations  of this  Agreement  to be
          performed by such Seller on or before such date have been so performed
          in all material respects.

          (c)  Material  Claims or Events.  There  shall not have  occurred  any
     claims  (whether  or not  asserted in  litigation),  or the  occurrence  or
     discovery  of any  event,  circumstance  or  condition,  which  may  have a
     Material Adverse Effect.

          (d) Third Party Consents. Any and all consents, waivers, and approvals
     listed on Schedule 4.5 shall have been obtained.

          (e) Legal  Opinion.  Buyer shall have  received a legal  opinion  from
     legal counsel to Seller and the Sole Shareholder, substantially in the form
     of Exhibit E hereto.

          (f) Approval of Board of Directors. Buyer shall have received approval
     from its Board of Directors to enter into this Agreement and consummate the
     transactions described herein.

          (g)  Additional  Agreements.  Buyer shall have received (i) the Lease,
     counter-signed  by S & L; and (ii) the Consulting  Agreement  signed by all
     parties thereto.

          (h) Financial  Statements.  Buyer acknowledges  receipt of the audited
     Financial Statements described in Section 4.14.

          (i)  Due   Diligence.   Buyer   acknowledges   having  had  sufficient
     opportunity to examine the books and records of Seller and to meet with and
     make  inquiries of the employees of Seller and Seller's  customers as Buyer
     deems  necessary  and  appropriate  to  satisfactorily   complete  its  due
     diligence of the Business.

                                   ARTICLE IX

                            CONFIDENTIAL INFORMATION


     9.1  Confidentiality.  Each Seller and Sole Shareholder  agrees to hold all
Confidential  Material (as hereinafter defined) in strict confidence and not to,
directly or  indirectly,  disclose any  Confidential  Information to any person,
firm or corporation,  without the written  consent of Buyer,  who at the time of
such  disclosure  is not an  employee  or agent of Buyer.  Each  Seller and Sole
Shareholder agrees that all Confidential  Material,  together with all notes and
records  related to the Business and/or the Acquired  Assets,  and all copies or
facsimiles thereof in the possession of Seller (whether made by the foregoing or
other  means)  are the  exclusive  property  of  Buyer.  No  Seller  and no Sole
Shareholder  shall in any manner use any Confidential  Material of Buyer, or any
other property of Buyer,  in any manner not  specifically  directed by Buyer, as
the case may be, or in any way which is detrimental to or competitive to Buyer.
<PAGE>

     9.2 Confidential  Material. For the purposes hereof, the term "Confidential
Material" shall mean proprietary  information concerning the Business and/or the
Acquired Assets  including  without  limitation,  information  concerning  trade
secrets,  sales  and  financial  information,  information  concerning  business
methods, operational processes, products and projects in development, details of
contractual  relationships  between the Business and any third party,  marketing
plans or techniques,  client and customer lists, mailing lists, data, databases,
software,  works in progress,  manuals,  and price lists,  which  information is
acquired by Buyer pursuant to this Agreement  provided,  however,  that the term
"Confidential   Material"  shall  not  include  information  which  (i)  becomes
generally  available to the public other than as a result of a disclosure by any
Seller, or (ii) becomes available to any Seller on a non-confidential basis from
a source  other  than  Buyer or any of their  respective  agents,  customers  or
clients,  as such,  provided that such source is not bound by a  confidentiality
agreement with Buyer or any of such agents, customers or clients.

     9.3  Compliance  with  the  Law.  In the  event  that  any  Seller  or Sole
Shareholder  is  required,  by oral  questions,  interrogatories,  requests  for
information  or  documents,  subpoena,  civil  investigative  demand or  similar
process, to disclose any Confidential Material,  such Seller or Sole Shareholder
shall  provide  Buyer  with  prompt  notice  thereof  so that  Buyer may seek an
appropriate  protective  order and/or waive  compliance  by such Seller or Buyer
with the  provisions  hereof;  provided,  however,  that if in the  absence of a
protective  order  or the  receipt  of  such  a  waiver,  such  Seller  or  Sole
Shareholder  is  compelled  to  disclose  Confidential  Material  not  otherwise
intended to be disclosed  hereunder to any  legislative,  judicial or regulatory
body, agency or authority, or else be exposed to liability for contempt, fine or
penalty or to other  censure,  such  Confidential  Material may be so disclosed,
provided such disclosure is limited to the specific  information  required to be
disclosed.

                                    ARTICLE X

                            NON-COMPETITION AGREEMENT


     10.1  Covenant  Not  to  Compete  or  Solicit.   In  consideration  of  the
Non-Competition  Payment, for other good and valuable  consideration the receipt
and sufficiency of which the Sole  Shareholder  hereby  acknowledges,  and as an
inducement to Buyer to enter into this Agreement, Sole Shareholder hereby agrees
with Buyer that, for a period of five (5) years  following the Closing Date (the
"Non-Compete Period"), the Sole Shareholder shall not, without the prior written
consent of Buyer:

          (a)  directly  or  indirectly,   engage,   whether  as  an  individual
     proprietor,  partner, stockholder,  officer, executive, director, employee,
     author,   consultant,   contractor,   joint  venturer,   lender,  investor,
     representative or in any other capacity  whatsoever (other than as a holder
     of not more  than one  percent  (1%) of the  total  outstanding  stock of a
     publicly held company),  with or without pay, or assist any other Person in
     engaging  in any  activity  or line of  business  which is  similar  to, or
     competitive with, the business of Buyer, including, without limitation, the
     Business;
<PAGE>

          (b) not directly or indirectly  (1) enter into any kind of arrangement
     with any  person  then  employed  by Buyer with a view to  terminating  the
     employment of such person or (2) solicit,  engage,  or hire any  individual
     who is then  employed or was  employed by Buyer during the previous six (6)
     month period;

          (c) will directly or indirectly, either on its own behalf or on behalf
     of any other Person:

               (i)  attempt  in any manner to  persuade  any  customer,  client,
          distributor or supplier of Buyer to cease to do business, or to reduce
          the amount of business  which such  customer,  client,  distributor or
          supplier has customarily done or contemplates doing, with Buyer; or

               (ii) solicit  business of any customer,  client,  distributor  or
          supplier of Buyer or render any services of the type usually  rendered
          by Buyer for any such  customer,  client,  distributor  or supplier of
          Buyer.

     10.2 Covenants.  The covenants contained in the preceding  paragraphs shall
be construed as a series of separate  covenants,  one for each county,  city and
state of any geographic  area where any business is carried on by Buyer.  Except
for geographic  coverage,  each such separate covenant shall be deemed identical
in terms to the  covenant  contained  in the  preceding  paragraphs.  If, in any
judicial  proceeding,  a court refuses to enforce any of such separate covenants
(or any part thereof),  then such unenforceable covenant (or such part) shall be
eliminated  from this Agreement to the extent  necessary to permit the remaining
separate  covenants (or portions thereof) to be enforced.  In the event that the
provisions  of this  Section 10.1 are deemed to exceed the time,  geographic  or
scope  limitations  permitted by applicable law, then such  provisions  shall be
reformed to the maximum time,  geographic or scope limitations,  as the case may
be, permitted by applicable laws.

     The Sole Shareholder  hereby  acknowledges  that all of Sole  Shareholder's
covenants  not to  compete  or  solicit  contained  in this  Section  10.2 are a
material inducement to Buyer to proceed with the Acquisition.

     10.3 Equitable Remedy.  Each of Seller and Sole Shareholder  agrees that it
would be impossible or inadequate to measure and calculate  Buyer's damages from
any  breach of the  covenants  set forth in this  Article X.  Accordingly,  each
Seller and Sole  Shareholder  agrees that if it breaches  any  provision of this
Article X, Buyer will have  available,  in addition to any other right or remedy
otherwise available, the right to obtain an injunction from a court of competent
jurisdiction  restraining  such  breach or  threatened  breach  and to  specific
performance of any such provision of this Agreement.  Seller further agrees that
no bond or other security shall be required in obtaining such equitable  relief,
nor will proof of actual  damages be required for such  equitable  relief.  Each
Seller and each Sole Shareholder  hereby  expressly  consents to the issuance of
such injunction and to the ordering of such specific performance.
<PAGE>

                                   ARTICLE XI

                     SURVIVAL, INDEMNIFICATION AND INSURANCE


     11.1 Survival of Representations and Warranties.

               (a) All of Seller's and Sole  Shareholder's  representations  and
          warranties in this Agreement or in any instrument  delivered  pursuant
          to this  Agreement  (each as modified by the Seller  Schedules)  shall
          survive the Closing of the  Acquisition  for a period of one (1) years
          following  the Closing  Date (except for fraud as to which there shall
          be  no  termination   date  except  for  the  applicable   statute  of
          limitations);  provided,  however,  that (i) the  representations  and
          warranties  and covenants  relating or pertaining to any Tax or to any
          Returns  related to such Tax set forth in this Agreement shall survive
          until ninety (90) days  following  the  expiration  of all  applicable
          statutes of limitations,  or extensions thereof, governing each tax or
          Returns related to such Tax, (ii) the  representations  and warranties
          and covenants relating to or pertaining to any Hazardous Materials set
          forth in Section  (4.15) shall survive  until the  expiration or early
          termination  of the Lease,  including,  without  limitation,  upon the
          purchase   of  the   Patchogue   Property   by  Buyer  and  (iii)  the
          representations and warranties and covenants relating to or pertaining
          to material  title  defects set forth in Section  (4.9 )shall  survive
          without a termination date.

               (b)  All  of  Buyer's  representations  and  warranties  in  this
          Agreement or in any  instrument  delivered  pursuant to this Agreement
          shall survive the Closing of the  Acquisition  for a period of two (2)
          years  following  the Closing Date (except for fraud as to which there
          shall be no  termination  date  except for the  applicable  statute of
          limitations).

     11.2 Indemnification. (a) Each of Seller and Sole Shareholder hereby agrees
to indemnify and hold Buyer, any lender  providing  financing in connection with
the transactions  contemplated hereby and their respective  officers,  directors
and affiliates  harmless  against all third party claims,  losses,  liabilities,
damages, deficiencies,  costs and expenses, including reasonable attorneys' fees
and  expenses  of  investigation  (it being  understood  that in the event Buyer
chooses to be represented by separate counsel Seller and Sole Shareholder  shall
only  be  responsible  for  the  reasonable  attorneys'  fees  and  expenses  of
investigation   of  Buyer's   counsel  as   determined  by  Buyer  in  its  sole
discretion)(hereinafter   individually  a  "Loss"  and  collectively  "Losses"),
incurred by Buyer, or any of their officers, directors or affiliates directly or
indirectly as a result of (i) any  inaccuracy or breach of a  representation  or
warranty of Seller and/or Sole Shareholder contained in this Agreement, (ii) any
failure by the Seller or Sole Shareholder to perform or comply with any covenant
or agreement contained in this Agreement,  (iii) any liabilities  resulting from
noncompliance  with any bulk  transfer laws pursuant to Article 6 of the Uniform
Commercial  Code or  otherwise,  or (iv) any  liability  resulting  from, or any
failure of Seller to pay, any Excluded Liability, including, without limitation,
any sales taxes arising due to any Seller' or Sole Shareholder' conduct prior to
the  Closing  Date.  Buyer  will seek  indemnification  for Losses in the manner
provided in Section 11.2(b).
<PAGE>

          (a) Notice and  Payment.  In the event Buyer shall have  incurred  any
     Losses for which  indemnification  pursuant  to this  Article XI is sought,
     Buyer,  shall deliver to each Seller and to each Sole  Shareholder a notice
     (each,  an  "Indemnification  Notice"):  (A) stating that Buyer has paid or
     properly  accrued  or  reasonably  anticipates  that it will have to pay or
     accrue Losses; and (B) specifying in reasonable detail the individual items
     of  Losses  included  in the  amount  so  stated  or  the  basis  for  such
     anticipated liability,  and the nature of the misrepresentation,  breach of
     warranty or covenant to which such item is related. Within thirty (30) days
     after  delivery  of  the  Indemnification   Notice,  Seller  and  the  Sole
     Shareholder  shall pay the amount of the Losses not  disputed by Seller and
     the Sole  Shareholder set forth in the  Indemnification  Notice.  If within
     such thirty (30) day period Seller and the Sole Shareholder  fails to agree
     with Buyer,  on the amount of the such Losses,  then the parties shall have
     their  respective  rights and remedies under law and in equity with respect
     to any disputed amount of such Losses. [ON A DEAL THIS SIZE WHY NOT AAA?]

          (b) Third Party Claims. If Buyer becomes aware of a third-party claim,
     which Buyer  believes may result in Losses,  Buyer shall notify each Seller
     and  each  Sole  Shareholder  of such  claim,  and  such  Persons  shall be
     entitled,  at their  expense,  to participate in the defense of such claim.
     With  respect to claims  adverse to the  ownership  or right to use Seller'
     Intellectual  Property or with respect to any alleged  infringement  of any
     other  person's  Intellectual  Property  rights  or rights  of  privacy  or
     publicity  or any other  personal or property  rights of any other  person,
     each Seller shall have the initial right to resolve said claims;  provided,
     however,  Buyer shall have the right in its sole  discretion  to settle any
     such claim. Notwithstanding the foregoing sentence, except with the consent
     of Seller  and Sole  Shareholder,  no  settlement  of any such  claim  with
     third-party claimants shall be determinative of the amount of any claim for
     indemnification pursuant to Sections 11.1 and 11.2.

     11.3 Indemnification by Buyer of Seller.

          (a)  Indemnity.  Buyer agrees to indemnify and hold Seller and/or Sole
     Shareholder,  its respective officers,  directors and affiliates,  harmless
     from and against all Losses incurred by such indemnified  parties resulting
     from or attributable to (i) any inaccuracy or breach of a representation or
     warranty of Buyer contained in this Agreement; or (ii) any failure by Buyer
     to perform or to comply with any  covenant or  agreement  contained in this
     Agreement.  Notwithstanding the foregoing,  Seller, its officers, directors
     and affiliates shall not be entitled to indemnification with respect to any
     Loss to the extent attributable to an Excluded Liability.

          (b) Procedures for Asserting Claims.  Upon obtaining  knowledge of the
     institution  of any action,  suit,  proceeding or other event,  which would
     give rise to a claim of indemnity pursuant to Section 11.3(a), Seller shall
     notify  Buyer  of such  claim.  Seller  shall  have  the  right in its sole
     discretion to settle any such claim;  provided,  however,  that except with
     the  consent  of  Buyer,   no   settlement  of  any  such  claim  shall  be
     determinative  of the amount of any claim for  indemnification  pursuant to
     this  Section  11.3.  In the event  that  Buyer has  consented  to any such
     settlement,  no party shall have the power or authority to object under any
     provision of this Section 11.3 to the amount of any settlement.
<PAGE>

                                   ARTICLE XII

                               GENERAL PROVISIONS


          12.1 Notices. All notices and other communications  hereunder shall be
     in  writing  and  shall be  deemed  given  if  delivered  personally  or by
     commercial  messenger  or  courier  service,  or  mailed by  registered  or
     certified  mail (return  receipt  requested)  or sent via  facsimile  (with
     acknowledgment  of complete  transmission)  to the parties at the following
     addresses  (or at such other  address for a party as shall be  specified by
     like notice):

    if to Buyer to:              Home Health Care Alliance, Inc.
                                 125 Michael Drive
                                 Syosset, New York  11791
                                 Attention:        Rosemarie DePalo, President
                                 Telephone:        (516) 837-7000
                                 Facsimile:        (516) 837-7036

    with a copy to:              Frankfurt Garbus Kurnit Klein & Selz, P.C.
                                 488 Madison Avenue
                                 9th Floor
                                 New York, New York  10022
                                 Attention:        Gary A. Schonwald, Esq.
                                 Telephone:        (212) 826-5583
                                 Facsimile:        (212) 593-9175

    if to Seller or to Sole      Mr. Luigi Piccione
    Shareholder to:
                                 15 Percy Williams Drive
                                 East Islip, New York 11730

                                 Telephone:        631 277-0516
                                 Facsimile:        631 277-1139


    with a copy to:              Barbara M. Pizzolato, P.C.
                                 300 Vanderbilt Motor Pkwy, Ste 200
                                 Hauppauge, New York 11788
                                 Attention:        Barbara M. Pizzolato, Esq.
                                 Telephone:        631 242-5836
                                 Facsimile:        631 242-5867

     12.2 Interpretation.  The words "include,"  "includes" and "including" when
used herein  shall be deemed in each case to be  followed by the words  "without
limitation." The table of contents and headings  contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

     12.3  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same  counterpart.  This agreement may be executed via
telefacsimile  transmission  and a  telefacsimile  signature  shall be deemed as
effective as an original signature.

     12.4 Amendment. This Agreement may only be amended by the parties hereto by
execution of an  instrument  in writing  signed on behalf of each of the parties
hereto.

     12.5 Entire  Agreement;  Assignment.  This  Agreement,  the  schedules  and
Exhibits  hereto,  and the documents and instruments and other  agreements among
the parties hereto referenced  herein: (a) constitute the entire agreement among
the parties with respect to the subject  matter  hereof and  supersede all prior
agreements  and  understandings,  both written and oral,  among the parties with
respect to the subject  matter  hereof,  (b) are not intended to confer upon any
other person any rights or remedies hereunder;  and (c) shall not be assigned by
operation of law or otherwise except as otherwise specifically provided,  except
that Buyer may assign its rights and delegate its  obligations  hereunder to any
other party including, without limitation, granting a security interest in their
rights hereunder to the lenders providing  financing to or on behalf of Buyer in
connection with the transactions contemplated herein.
<PAGE>

     12.6 Severability. In the event that any provision of this Agreement or the
application thereof becomes or is declared by a court of competent  jurisdiction
to be illegal,  void or  unenforceable,  the  remainder of this  Agreement  will
continue in full force and effect and the application of such provision to other
Persons or  circumstances  will be  interpreted  so as  reasonably to effect the
intent of the parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve,  to the extent  possible,  the  economic,  business and other
purposes  of such void or  unenforceable  provision  provided  that Buyer  shall
remain liable for its obligations hereunder.

     12.7 Other  Remedies.  Except as  otherwise  provided  herein,  any and all
remedies herein expressly  conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such party,  and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.

     12.8 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York,  regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
Each of the parties hereto  irrevocably  consents to the exclusive  jurisdiction
and venue of any federal and state courts  located  within New York County,  and
courts with  appellate  jurisdiction  therefrom,  in connection  with any matter
based upon or arising out of this Agreement or the matters  contemplated herein,
agrees that process may be served upon them in any manner authorized by the laws
of the State of New York for such Persons and waives and covenants not to assert
or plead any objection  which they might  otherwise  have to such  jurisdiction,
venue and such process.

     12.9 Rules of  Construction.  The parties  hereto agree that they have been
represented  by counsel during the  negotiation  and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction  providing that  ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

     12.10  Publicity.  Until the  business day after the Closing and except for
any public  disclosure which Buyer, in good faith,  believes is required by law,
no party shall issue any press  release or make any public  statement  regarding
the transactions  contemplated hereby, without the prior written approval of the
other  party which will not be  unreasonably  withheld.  Buyer,  Seller and Sole
Shareholder  shall  issue  a  mutually  acceptable  press  release  as  soon  as
practicable after the Closing.

                                                       [SIGNATURE PAGE FOLLOWS]
<PAGE>



     IN WITNESS  WHEREOF,  Buyer and Seller  have caused  this  Agreement  to be
signed by their duly  authorized  respective  officers  all as of the date first
written above.


                                                        Critical Home Care Inc.


                                                             By:
                                                                  Name:
                                                                  Title:


                                                 All Care Medical Products Corp.

                                                             By:
                                                          Name:  Luigi Piccione
                                                              Title:  President

SOLELY WITH RESPECT TO SECTION 7.1:

S & L Realty, L.L.C.                            Long Island Orthotics Corp.



By:                                                   By:
     Name:  Luigi Piccione                            Name:  Luigi Piccione
     Title:  Member                                   Title:  President
                                                      All Care Respiratory Corp.



                                                      By:
    Luigi Piccione, individually                           Name:  Luigi Piccione
                                                           Title:  President
                                                 All Care Medical Equipment Inc.



                                                      By:
                                                           Name:  Luigi Piccione
                                                           Title:  President


<PAGE>


                                       iii

                            ASSET PURCHASE AGREEMENT


                                     Between


                         ALL CARE MEDICAL PRODUCTS CORP.


                                   ("Seller")


                                       and


                             CRITICAL HOME CARE INC



                                    ("Buyer")
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

<S>                                                                                                              <C>
ARTICLE I DEFINITIONS.............................................................................................1


ARTICLE II ASSET PURCHASE.........................................................................................4

         2.1      Acquisition of Assets...........................................................................4
         2.2      Assumed Liabilities.............................................................................6
         2.3      Excluded Liabilities............................................................................6
         2.4      Purchase Price; Taxes...........................................................................7
         2.5      Pre Closing Balance Sheet.......................................................................7

ARTICLE III THE CLOSING...........................................................................................8

         3.1      The Closing.....................................................................................8
         3.2      Deliveries at the Closing by the Seller.........................................................8
         3.3      Deliveries at the Closing by Buyer..............................................................9
         3.4      Allocation......................................................................................9

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER...............................................................9

         4.1      Organization of Seller.........................................................................10
         4.2      Capital Structure of the Seller................................................................10
         4.3      Subsidiaries...................................................................................10
         4.4      Intentionally Omitted..........................................................................11
         4.5      Authority......................................................................................11
         4.6      No Conflict....................................................................................11
         4.7      No Material Changes............................................................................11
         4.8      Tax and Other Returns and Reports..............................................................12
         4.9      Restrictions on Business Activities............................................................13
         4.10     Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment.................13
         4.11     Intellectual Property..........................................................................14
         4.12     Agreements, Contracts and Commitments..........................................................15
         4.13     Governmental Authorization.....................................................................16
         4.14     Litigation.....................................................................................16
         4.15     Financial Statements...........................................................................16
         4.16     No Undisclosed Liabilities.....................................................................17
         4.17     Inventory; Accounts Receivable.................................................................17
         4.18     Environmental Matters..........................................................................18
         4.19     Employee Matters and Benefit Plans.............................................................19
         4.20     Insurance Policies.............................................................................20
         4.21     Seller's Investor Representations..............................................................21
         4.22     Compliance with Laws...........................................................................21
         4.23     Power of Attorney..............................................................................21
         4.24     Complete Copies of Materials...................................................................21
         4.25     Representations Complete.......................................................................21
         4.26     Brokers' and Finders' Fees; Third Party Expenses...............................................21

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER................................................................23

         5.1      Organization, Standing and Power...............................................................23
         5.2      Authority......................................................................................23
         5.3      No Conflicts...................................................................................23
         5.4      Shares.........................................................................................23
         5.5      Brokers' and Finders' Fees.....................................................................23

ARTICLE VI CONDUCT PRIOR TO THE CLOSING DATE.....................................................................24

         6.1      Conduct of Business............................................................................24
         6.2      No Solicitation......................................................Error! Bookmark not defined.

ARTICLE VII ADDITIONAL AGREEMENTS................................................................................24

         7.1      Leases.........................................................................................24
         7.2      Expenses.......................................................................................24
         7.3      Public Disclosure..............................................................................24
         7.4      Consents.......................................................................................25
         7.5      Notification of Certain Matters................................................................25
         7.6      Additional Documents and Further Assurances....................................................25
         7.7      Tax Clearance Certificate......................................................................25
         7.8      Payment of Excluded Liabilities................................................................25
         7.9      Change of Name.................................................................................25
         7.10     Books and Records..............................................................................26
         7.11     Consulting Agreement...........................................................................26
         7.12     Tax Treatment..................................................................................26

ARTICLE VIII CONDITIONS TO THE ACQUISITION.......................................................................26

         8.1      Conditions to Obligations of Each Party to Effect the Acquisition..............................26
         8.2      Additional Conditions to the Obligations of Seller.............................................27
         8.3      Additional Conditions to the Obligations of Buyer..............................................27

ARTICLE IX CONFIDENTIAL INFORMATION..............................................................................28

         9.1      Confidentiality................................................................................28
         9.2      Confidential Material..........................................................................29
         9.3      Compliance with the Law........................................................................29

ARTICLE X NON-COMPETITION AGREEMENT..............................................................................29

         10.1     Covenant Not to Compete or Solicit.............................................................29
         10.2     Covenants......................................................................................30
         10.3     Equitable Remedy...............................................................................30





ARTICLE XI SURVIVAL, INDEMNIFICATION AND INSURANCE...............................................................31


ARTICLE XI SURVIVAL, INDEMNIFICATION AND INSURANCE...............................................................31

         11.1     Survival of Representations and Warranties.....................................................31
         11.2     Indemnification................................................................................32
         11.3     Indemnification by Buyer of Seller.............................................................32

ARTICLE XII GENERAL PROVISIONS...................................................................................33

         12.1     Notices........................................................................................33
         12.2     Interpretation.................................................................................35
         12.3     Counterparts...................................................................................35
         12.4     Amendment......................................................................................35
         12.5     Entire Agreement; Assignment...................................................................35
         12.6     Severability...................................................................................35
         12.7     Other Remedies.................................................................................35
         12.8     Governing Law..................................................................................35
         12.9     Rules of Construction..........................................................................36
         12.10    Publicity......................................................................................36
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