Unassociated Document



    Exhibit
      10.3


    ASSET
      PURCHASE AGREEMENT 


    BY
      AND BETWEEN 


    JOHN
      R. KINGSLEY, M.D.,P.C. 


    (SELLER)



    AND



    VEIN
      ASSOCIATES OF AMERICA, INC. 


    (PURCHASER)



    DATED
      AS OF MAY 1, 2006 

    
    


    


    LIST
      OF EXHIBITS: 

    
      	 	 	 
	Exhibit
              #	 	Reference
              to
              Section in the Agreement	 	Summary
              description	 
	 	 
	A	 	Article
              1	 	Definitions	 
	 	 
	1	 	Schedule
              2.1(a)	 	Assets
              Purchased	 
	2	 	Schedule
              2.1(c)	 	Excluded
              Assets	 
	3	 	Schedule
              2.2(a)(2)	 	Assumed
              Contracts	 
	4	 	Schedule
              2.2(b)	 	Assumed
              Obligations	 
	5	 	Schedule
              2.3(a)	 	Terms
              and Conditions of Vein Associates of America, Inc.
              Stock	 
	6	 	Schedule
              2.3(b)	 	License
              Agreement	 
	7	 	Schedule
              2.5(c)	 	Bill
              of Sale	 
	8	 	Schedule
              2.5(d)	 	Purchase
              Price Allocation	 
	9	 	Schedule
              3.1(f)	 	Pending
              Claims and Litigation	 
	10	 	Schedule
              3.1(g)	 	Seller's
              Insurance Policies	 
	11	 	Schedule
              3.1(i)(1)	 	Leases	 
	12	 	Schedule
              3.1(i)(2)	 	Personal
              Property	 
	13	 	Schedule
              3.1(m)	 	Physician
              Disclosures	 
	14	 	Schedule
              3.1(r)	 	Employees	 
	15	 	Schedule
              3.1(s)3.1.2	 	Employee
              Benefit Plans	 
	16	 	Schedule
              5.6.1	 	Rehired
              Employees	 
	17	 	Schedule
              5.8	 	Vein
              Associates of America, Inc. Option Plan	 
	18	 	Schedule
              5.8.1	 	Issuance
              of Shares in Vein Associates of America, Inc.	 


    

    
    


    


    ASSET
      PURCHASE AGREEMENT


    THIS
      ASSET
      PURCHASE AGREEMENT (the “Purchase Agreement”), dated May 1, 2006 is by and
      between John R. Kingsley, M.D., P.C., an Alabama Professional Corporation
      (“Seller” or “Kingsley”), and Vein Associates of America, Inc., a Florida
      Corporation (“Purchaser”). This Agreement shall become effective as of the date
      this Agreement is signed by both Parties. Purchaser and Seller are individually
      referred to herein as a “Party” and collectively referred to herein as
“Parties”. 


    Recitals


    WHEREAS,
      the Seller operates a medical practices at 700 Montgomery Highway, Suite 210,
      Vestavia Hills, AL 35216 (the “Subject Premises”). 


    WHEREAS,
      the Purchaser wishes to purchase and acquire from Seller substantially all
      of
      the assets used by Seller in the operation of its vein practice at the Subject
      Premises. Seller wishes to sell and to transfer to Purchaser such assets
      pursuant to the terms and subject to the conditions set forth in this Agreement.
      


    NOW,
      THEREFORE, in consideration of the premises and the representations, warranties,
      covenants and agreements herein contained, the Parties agree as follows.



    ARTICLE
      I 
DEFINITIONS


    Any
      capitalized term not defined herein shall have the meaning ascribed to such
      term
      in Exhibit A to this Purchase Agreement, if defined therein. If
      not, the term shall bear the meaning generally accepted in the context of
      appearance herein. 


    ARTICLE
      II
PURCHASE TRANSACTIONS


    
      	Section
              2.1 	Asset
              Purchase. 


    



    
      	 
	 
	(a)
	 
              	Subject
              to the terms and conditions set forth herein, and in
              reliance upon the representations, warranties and covenants set forth
              herein, on the Closing Date (i) Seller shall sell, assign, transfer,
              convey and deliver to Purchaser, free and clear of all Encumbrances
              (except for the Assumed Obligations, as defined in Section 2.2 below),
              and
              (ii) Purchaser shall purchase from Seller, substantially all the Assets
              used by the Seller relating to the providing of medical services
              concerning vein treatment, as more specifically delineated in
              Exhibit 1, Schedule 2.1(a), for the
              Purchase Price, as defined in Section 2.3 below. Said assets, to the
              extent permitted 


    



    1


    
    


    


    
      	 
	by
              law, include all of the Business Records; provided, however,
              unless otherwise expressly specified herein, Purchaser assumes no
              liabilities or obligations whatsoever relating to the purchased assets
              or
              the medical practice of the Seller, including liabilities arising from
              any
              patients treated by Seller. 


    



    
      	 
	 
	(b)
	 
              	Exhibit
              1, Schedule 2.1(a), sets forth a detailed
              description of the Assets purchased pursuant to this Agreement and
              shall
              include but not be limited to accounts receivable of Seller existing
              at
              Closing, tangible assets, and supplies. Certain Internet Domain and
              Trade
              names are acquired subject to that certain Trade and Domain Name License
              Agreement to be executed between the parties at the same time of this
              Agreement. Medical records of Seller will be transferred to the custody
              of
              Vein Associates, P.C. 


    



    
      	 
	 
	(c)
	 
              	Notwithstanding
              the foregoing, the Assets being conveyed pursuant
              to this Agreement shall not include those specific assets listed on
              Exhibit 2, Schedule 2.1(c) (the “Excluded Assets”). This
              list of excluded assets shall include, but may not be limited to, assets
              leased by Seller. 


    



    
      	Section
              2.2 	Assumption
              of Contracts and Liabilities.
              


    



    
      	 
	 
	(a)
	 
              	Assumed
              Contracts.


    



    
      	 
	 
	 
	(1)
	 
              	Purchaser
              shall assume the contracts of Seller relating to
              telephone numbers and Yellow Page advertisements to the extent such
              contracts relate to the telephone services at the subject premises.
              Purchaser shall assume financial responsibilities and payments under
              such
              contracts for telephone numbers and Yellow Page advertisements on the
              date
              such Assumed Contracts are assigned to the Purchaser. Unless agreed
              to by
              the Purchaser in writing, after the execution of this Agreement, Seller
              shall not enter into any new Yellow Page contracts to be assigned to
              Purchaser under this Agreement. 


    



    
      	 
	 
	 
	(2)
	 
              	No
              other contracts of Seller will be assigned by the Seller to
              Purchaser under this Agreement unless such contracts to be assumed
              are
              agreed to be assumed by the Purchaser and included in Exhibit 3,
              Schedule 2.2(a)(2) or other written document executed subsequent
              to the execution of the Agreement by the Purchaser.



    



    
      	 
	 
	(b)
	 
              	In
              addition to any other obligations assumed, Purchaser shall
              assume all accounts payable of Seller accrued through the date of closing
              acquired during the normal course of business included
              in


    



    2


    
    


    


    
      	 
	Exhibit
              4, Schedule 2.2(b).



    



    
      	Section
              2.3 	Payment
              of Consideration.



    



    
      	 
	In
              full consideration for the performance of this Agreement by
              Seller and the transfer and delivery to the Purchaser of those Assets
              governed by this Agreement, on the Closing Date, the Purchaser agrees,
              subject to the terms, conditions and limitations set forth in this
              Agreement, to pay to Seller the following:



    



    
      	 
	 
	(a)
	 
              	Five
              Million shares of common stock in Purchaser, subject to the
              terms and conditions outlined in Exhibit 5, Schedule 2.3(a)
              of this Purchase Agreement. Purchaser shall deliver a stock
              certificate for Five Million shares of Vein Associates of America,
              Inc. at
              the Closing. 


    



    
      	 
	 
	(b)
	 
              	Purchaser’s
              execution and delivery to Seller of a license agreement
              in the form of Exhibit 6, Schedule 2.3(b) attached to
              this Purchase Agreement licensing the use of the name “Alabama Vascular
              & Veins” and the use of the domain name “Alabamavascular.com.”
              


    



    
      	 
	 
	(c)
	 
              	The
              Purchaser shall not assume any liabilities or obligations of
              the Seller pursuant to this Agreement, except those delineated in Exhibits
              3 and 4, Schedules 2.2 (a)(2) and 2.2 (b).



    



    
      	Section
              2.4 	The
              Closing. 


    



    Subject
      to
      the satisfaction or waiver of all conditions to the obligations of the Parties
      to consummate the transactions contemplated hereby (other than conditions with
      respect to actions the respective Parties will take at the Closing), the closing
      of the transactions Contemplated by this Agreement (the “Closing”) shall take
      place on the date and/or location as the Parties may mutually determine (the
      “Closing Date”). 


    
      	Section
              2.5 	Closing
              Deliveries by the Seller.



    



    The
      Seller
      shall, accurately complete and have signed by all necessary parties and deliver
      or cause to be delivered to the Purchaser, either as set forth herein, (i)
      three
      (3) days prior to the Closing Date, or (ii) on the Closing Date, provide to
      the
      Purchaser: 


    
      	 
	 
	(a)
	 
              	The
              closing date shall be on or before [TBD] or other date as the
              parties may mutually agree in writing, at a location to be mutually
              determined. 


    



    
      	 
	 
	(b)
	 
              	On
              the Closing Date, all consents of any Person, whether or not a
              party to this Agreement, which are necessary to effectuate the transfer
              of
              the Assets and the consummation of the transactions contemplated by
              this
              Agreement; 


    



    3


    
    


    


    
      	 
	 
	(c)
	 
              	On
              the Closing Date, a Bill of Sale in the form attached as
              Exhibit 7, Schedule 2.5(c), and such other instruments of
              transfer and conveyance as may reasonably be requested by the Purchaser,
              in each case executed by a duly authorized by the Seller;
              


    



    
      	 
	 
	(d)
	 
              	On
              or before the Closing Date, Seller agrees to indicate their
              written agreement to the purchase price allocation prepared by Purchaser
              based upon the formula set forth in Exhibit 8, Schedule
              2.5(d); 


    



    
      	 
	 
	(e)
	 
              	On
              or before the Closing Date, Seller agrees to comply with any
              S.E.C. requirements regarding the sale of assets to a public entity
              unless
              it is determined by both parties that no action is needed to consummate
              the sale of assets. Such determination must be made in writing and
              agreed
              upon by both parties; 


    



    
      	 
	 
	(f)
	 
              	On
              the Closing Date, such other agreements, instruments and
              documents as the Purchaser may reasonably request to effect the
              transactions Contemplated hereby. 


    



    
      	Section
              2.6 	Closing
              Deliveries by the Purchaser.



    



    
      	 
	At
              the Closing, the Purchaser will execute and deliver, or cause to
              be delivered to the Seller: 


    



    
      	 
	 
	(a)
	 
              	The
              Purchase Price; 


    



    
      	 
	 
	(b)
	 
              	Such
              other agreements, instruments and documents as Seller may
              reasonably request to effect the transactions Contemplated hereby.
              


    



    
      	Section
              2.7 	Closing
              Conditions. 


    



    
      	 
	 
	2.7.1
	 
              	The
              obligations of both the Seller and the Purchaser to consummate
              the Purchase Agreement is subject to the satisfaction of each of the
              following conditions: 


    



    
      	 
	 
	(a)
	 
              	The
              execution of an Employment Agreement, mutually acceptable to
              both Parties, between John R. Kingsley, M.D. and Vein Associates, P.C.,
              an
              Alabama professional corporation (“Vein, P.C.”).



    



    
      	 
	 
	(b)
	 
              	The
              execution of a mutually acceptable assignment of the lease
              agreement for the Subject Premises. 


    



    
      	 
	 
	(c)
	 
              	As
              of the Closing Date, no action, claim, suit or proceeding
              seeking to enjoin, restrain, or prohibit the consummation of the
              transactions contemplated by the Purchase Agreement shall be pending
              before any court or government authority.



    



    4


    
    


    


    
      	 
	 
	2.7.2
	 
              	In
              addition to satisfaction of the mutual conditions contained in
              Section 2.7.1, the obligations of the Purchaser to consummate the Purchase
              Agreement is subject to the satisfaction of each of the following
              conditions, any of which may be waived by the Purchaser in its sole
              discretion: 


    



    
      	 
	 
	(a)
	 
              	The
              representations and warranties of the Seller to the Purchaser
              made herein shall be true, complete and correct in all material respects
              as of the Closing Date with the same force and effect as if then made.
              


    



    
      	 
	 
	(b)
	 
              	All
              of the terms, conditions and covenants to be complied with or
              performed by Seller on or before the Closing Date shall have been timely
              complied with and performed. 


    



    
      	 
	 
	(c)
	 
              	The
              Seller shall deliver to the Purchaser all the documents
              specified in Section 2.5, all of which documents shall be dated as
              of the
              Closing Date, duly executed and in a form customary in transactions
              of
              this type and in form and substance reasonably satisfactory to the
              Purchaser. 


    



    
      	 
	 
	(d)
	 
              	All
              required consents and approvals from third parties shall have
              been obtained. 


    



    
      	 
	 
	2.7.3
	 
              	In
              addition to satisfaction of the mutual conditions contained in
              Section 2.7.1, the obligation of the Seller to consummate the Purchase
              Agreement is subject to the satisfaction of each of the following
              conditions, any of which may be waived by the Seller in its sole
              discretion: 


    



    
      	 
	 
	(a)
	 
              	To
              the knowledge of the Seller, the representations and warranties
              of the Purchaser to the Seller made herein shall be true, complete
              and
              correct in all material respects as of the Closing Date with the same
              force and effect as if then made. 


    



    
      	 
	 
	(b)
	 
              	All
              of the terms, conditions and covenants to be complied with or
              performed by Purchaser on or before the Closing Date shall have been
              timely complied with and performed. 


    



    
      	 
	 
	(c)
	 
              	The
              Purchaser shall pay the Seller the Purchase Price as provided
              in Section 2.3. 


    



    
      	 
	 
	(d)
	 
              	The
              Purchaser shall deliver to the Seller all the documents
              specified in Section 2.5, all of which documents shall be dated as
              of the
              Closing Date, duly executed and in a form customary in transactions
              of
              this type and in form and substance reasonably satisfactory to the
              Seller.
              


    



    
      	Section
              2.8 	Purchase
              Price Allocation.



    



    
      	 
	 
	(a)
	 
              	The
              Purchase Price shall be allocated by Purchaser and Seller to
              the Assets as set forth in Exhibit 8, Schedule 2.5(d).
              


    



    
      	 
	 
	(b)
	 
              	Purchaser
              and Seller agree to complete at, or before, the Closing
              


    



    5


    
    


    


    
      	 
	Internal
              Revenue Form 8594 based upon Exhibit 8, Schedule
              2.5(d). 


    



    
      	 
	 
	(c)
	 
              	As
              soon as practicable after the determination of the Closing
              Balance Sheet, but it no event more than fifteen (15) business days
              thereafter, or other periods as the parties may mutually agree in writing,
              Purchaser and Seller agree to adjust and re-execute Form 8594, if
              necessary, to reflect the Closing Balance Sheet and to file said form
              as
              required by the United States Treasury or the Internal Revenue Code
              and
              the regulations thereunder. 


    




    ARTICLE
      III 
REPRESENTATIONS OF THE SELLER


            As a
      material inducement
      to the Purchaser to enter into the Transaction Documents and to consummate
      the
      transactions contemplated hereunder, the Seller, represents and warrants to
      Purchaser that the statements contained in this Article III (and in the
      Schedules referenced in applicable sections) are true and correct in all
      material respects as of the date of this Agreement. 


    
      	Section
              3.1 	Seller’s
              Representations.



    



    The
      following representations are made to Purchaser by Seller: 


    
      	 
	 
	(a)
	 
              	Organization,
              Valid Authorization and Good Standing. Seller
              has the power and authority to own all of its properties and assets
              and to
              conduct its business prior to the Closing Date. In addition, Seller
              has
              the power and authority to enter into the Transaction Documents to
              which
              they are parties and to carry out their respective obligations hereunder.
              


    



    
      	 
	The
              execution and delivery of the Transaction Documents to which
              Seller is a party and the consummation of the transactions Contemplated
              thereby have been duly and validly authorized by Seller, and no other
              corporate or other proceedings on the part of Seller are necessary
              to
              authorize the Transaction Documents and the transactions contemplated
              thereby. Each Transaction Document executed and delivered by Seller
              will,
              upon such execution and delivery, constitute the valid and binding
              agreement of Seller, enforceable against it in accordance with its
              terms.
              


    



    
      	 
	Each
              Transaction Document executed and delivered by the Seller
              will, upon such execution and delivery, constitute the valid and binding
              agreement of the Seller, enforceable against them, individually and
              jointly, in accordance with its terms.



    



    
      	 
	 
	(b)
	 
              	 Compliance.
              The execution and delivery of the
              Transaction Documents and the consummation of the transactions
              


    



    6


    
    


    


    
      	 
	contemplated
              thereby by Seller will not (i) violate any provision
              of Seller’s organizational documents, (ii) violate any provision of or
              result in the breach of or entitle any party to accelerate (whether
              after
              the giving of notice or lapse of time or both) any material obligation
              under, any mortgage, lien, lease, contract, license, instrument or
              any
              other agreement to which Seller is a party, (iii) result in the creation
              or imposition of any Encumbrance upon any property of Seller, or (iv)
              to
              the best of Seller’s knowledge, violate or conflict with any order, award,
              judgment or decree or other material restriction or any law, ordinance
              or
              regulation to which Seller or its property is subject.
              


    



    
      	 
	 
	(c)
	 
              	Approvals.
              No consent, approval, order or authorization of,
              or registration, declaration or filing with, any Governmental Authority
              or
              Person is required in connection with the execution and delivery of
              the
              Transaction Documents by Seller or the consummation by Seller of the
              transactions Contemplated hereby. 


    



    
      	 
	 
	(d)
	 
              	Undisclosed
              Liabilities. Except as otherwise provided in
              this Purchase Agreement, Seller does not have any Liabilities relating
              to
              the assets being conveyed to Purchaser, and to Seller’s knowledge, there
              are no basis for any present or future action, suit, proceeding, hearing,
              investigation, charge, complaint, claim or demand against Seller,
              individually or jointly, giving rise to such Liability.
              


    



    
      	 
	 
	(e)
	 	Absence
              of Changes or Events. Except as Contemplated by the
              Transaction Documents, Seller has not conducted their businesses utilizing
              the subject Assets only in the ordinary course of business, and Seller,
              individually or jointly, have not: 


    



    
      	 
	 
	 
	(i)
	 	Incurred
              any obligation or Liability, absolute, accrued, contingent
              or otherwise, whether due or to become due, whether individually or
              in the
              aggregate, that has had or might have a Material Adverse Effect on
              Seller;
              


    



    
      	 
	 
	 
	(ii)
	 
              	Pledged
              or subjected to any Encumbrance or restriction on any of
              its assets; 


    



    
      	 
	 
	 
	(iii)
	 
              	Sold,
              transferred, leased to others or otherwise disposed of any of
              its assets material to the operation of its medical practice, except
              in
              the ordinary course of the business of Seller;



    



    
      	 
	 
	 
	(iv)
	 
              	Canceled
              or compromised any material debt or claim, or waived or
              released any right of substantial value;



    



    7


    
    


    


    
      	 
	 
	 
	(v)
	 
              	Received
              any notice of termination of any contract, lease or other
              agreement, or suffered any damage, destruction or loss that, individually
              or in the aggregate, has had or might have a Material Adverse Effect
              on
              Seller; 


    



    
      	 
	 
	 
	(vi)
	 
              	Instituted,
              settled or agreed to settle any litigation, action,
              proceeding or arbitration; 


    



    
      	 
	 
	 
	(vii)
	 
              	Failed
              to replenish its inventory or supplies in a normal and
              customary manner or made any purchase commitment other than in the
              ordinary course of business of Seller;



    



    
      	 
	 
	 
	(viii)
	 
              	Entered
              into any material transaction, contract or commitment,
              including, but not limited to, purchases or acquisitions of equipment
              or
              supplies; 


    



    
      	 
	 
	 
	(ix)
	 
              	Suffered
              any event or events, whether individually or in the
              aggregate, that has had or could be reasonably expected to have a Material
              Adverse Effect on the financial condition, results of operations,
              properties, assets, liabilities, business, operations or prospects
              of the
              medical practice of the Seller or of the Seller, collectively or
              individually; 


    



    
      	 
	 
	 
	(x)
	 
              	Engaged
              in any activities or practices other than the operation of
              a medical practice; 


    



    
      	 
	 
	 
	(xi)
	 
              	Entered
              into any agreement or made any commitment to take any of
              the actions described in Subsections (i) through (xi) inclusive of
              this
              Section 3.1(e). 


    



    
      	 
	 
	(f)
	 
              	Claims
              or Litigation. Except as disclosed on Exhibit
              9, Schedule 3.1(f), there are no claims, actions, suits,
              proceedings (arbitration or otherwise) or investigations pending or,
              to
              Seller’s knowledge, threatened against the Seller, at law or in equity in
              any court or before or by any Governmental Authority, and, to the best
              of
              Seller’s knowledge, there are no, and have not been any, facts, conditions
              or incidents that may result in any such actions, suits, proceedings
              (arbitration or otherwise) or investigations. Furthermore, the Seller
              specifically represents that it has not been notified of any action,
              claim, or review contemplated by any third



    



    8


    
    


    


    
      	 
	party,
              including any patients, former patients, managed care
              entity, government agency (including but not limited to those with
              enforcement authority for Medicaid or Medicare), or other payor
              organization or carrier. In addition, the Seller specifically represents
              that they have no knowledge or belief as to why any action, claim,
              or
              review may be brought or contemplated by any third party, including
              any
              patients, former patients, managed care entity, government agency
              (including but not limited to those with enforcement authority for
              Medicaid or Medicare), or other payor organization or carrier.
              


    



    
      	 
	The
              Seller, is not in default in respect of any judgment, order,
              writ, injunction or decree of any court or other Governmental Authority.
              Furthermore, the Seller, is not aware of any sexual harassment,
              whistleblower, employment or wage claims that have been or may be brought
              against the Seller. 


    



    
      	 
	 
	(g)
	 
              	Insurance.



    



    
      	 
	Exhibit
              10, Schedule 3.1(g) lists all of the
              insurance policies of Seller in full force and effect. Seller represents
              that it has, complied in all material respects with the provisions
              of all
              such policies. Seller is not currently the subject of, and have not
              received notice that it will be subject to, any insurance audits for
              premium adjustments. Seller has made available to Purchaser complete
              and
              correct copies of all such policies, together with all riders and
              amendments thereto. Seller and Purchaser agree to examine the professional
              liability policy presently in force for Seller. In the event it is
              agreed
              to cancel the current policy, Seller shall be entitled to any refund
              for
              returned premium. 


    



    
      	 
	 
	(h)
	 
              	Environmental
              Protection.


    



    
      	 
	Seller
              has obtained all permits, licenses and other authorizations
              that are required for the conduct of its business under any federal,
              state
              and local laws and the regulations promulgated thereunder relating
              to
              pollution or protection of the environment, including laws (i) relating
              to
              emissions, discharges, releases or threatened releases of hazardous
              substances, materials or wastes (collectively, “Hazardous Wastes”), into
              the environment (including, without limitation, ambient air, surface
              water, ground water or land), (ii) relating to the presence of Hazardous
              Wastes in or on any real or personal property or (iii) otherwise relating
              to the manufacture, processing, distribution, use, treatment, storage,
              disposal, transport or handling of Hazardous Wastes (collectively,
              “Environmental Laws”). 


    



    
      	 
	To
              Seller’s knowledge, Seller, is in material compliance with all
              terms and conditions of such required permits, licenses and
              authorizations, and is also in compliance with all applicable
              Environmental Laws. 


    



    
      	 
	No
              consent or approval is required for, and no other impediment or
              restriction exists that will prohibit or limit, the transfer of such
              


    



    9



    


    
      	 
	permits,
              licenses and authorizations in accordance with the terms
              of the Transaction Documents. There are no pending or, to the best
              of
              Seller’s knowledge, threatened, investigations, actions or proceedings of
              whatsoever nature involving Seller arising under any Environmental
              Laws.
              


    



    
      	 
	 
	(i)
	 
              	Title
              to Real Estate Assets. Seller does not own any real
              estate that is being transferred pursuant to this Agreement.
              


    



    
      	 
	 
	 
	(1)
	 
              	The
              Seller has delivered to the Purchaser true, correct and
              complete copies of the leases and listed in Exhibit 11, Schedule
              3.1(i)(1). 


    



    
      	 
	All
              leases of the Leased Property are in good standing and are
              valid, binding and enforceable in accordance with their respective
              terms,
              and Seller are not aware of any existing, pending or threatened matter
              which may impact the use of the premises by the Purchaser or any of
              its
              affiliates. 


    



    
      	 
	Seller
              represents that it is not in default of any such lease and
              to the knowledge of Seller, there does not exist under any such lease
              any
              default or any event which with notice or lapse of time or both would
              constitute a default. There are no disputes, oral agreements or
              forbearance programs in effect as to any such lease or sublease. The
              Seller has not received notice of any proceedings to impose any new
              Taxes
              or operating restrictions upon any of such properties or the Seller’s
              conduct of the Business therein. 


    



    
      	 
	 
	 
	(2)
	 
              	The
              Assets constitute all of the non-real estate properties and
              assets used in connection with the operation of the Seller’s business and
              medical practice in the manner in which and to the extent to which
              the
              business and medical practice are currently being conducted.
              


    



    
      	 
	Except
              as set forth in Exhibit 12, Schedule
              3.1(i)(2), none of the non-real estate tangible personal property
              included in the Assets being conveyed pursuant to this Agreement is
              subject to any personal property or equipment leases. To the knowledge
              of
              the Seller, each such tangible asset is free



    



    
      	 
	from
              defects (patent and latent) and, is in good operating
              condition and repair (subject to normal wear and tear) and is suitable
              for
              the purposes for which it presently is used.



    



    
      	 
	Upon
              the consummation of the transactions Contemplated hereby,
              unless specifically listed on Exhibit 2, Schedule
              2.1(c) (the “Excluded Assets”), good and valid title to, and
              


    



    10


    
    


    


    
      	 
	valid
              leasehold interests in, all non-real estate Assets used by
              the Seller in their business and medical practice at the Subject Premises,
              shall vest in the Purchaser, free and clear of all Encumbrances or
              restrictions on transfer. 


    



    
      	 
	 
	(j)
	 
              	Inventory.
              To the best of Seller’s knowledge:
              


    



    
      	 
	 
	 
	(1)
	 
              	Seller’s
              inventory (which consists of medical supplies and similar
              assets) is in good condition, in its originally manufactured condition,
              fit for the use for which it is intended, free from any known defect
              and
              in a quality and quantity usable in the ordinary course of business;
              


    



    
      	 
	 
	 
	(2)
	 
              	 is
              saleable or usable in the ordinary course of business,
              


    



    
      	 
	 
	 
	(3)
	 
              	 
the
              qualities and quantities of inventory are consistent
              with the amounts set forth on Seller’s Balance Sheet and are reasonable
              and warranted in the present and anticipated circumstances; and
              


    



    
      	 
	 
	 
	(4)
	 
              	 
there
              has been no material decrease in the quantities or
              value of inventory since [March 15, 2006]. The parties shall confirm
              the
              quantities and value of the assets including the inventory are consist
              with the values reflected in the [February 28, 2006] financial statements
              which were relied upon by the Purchaser in agreeing to the purchase
              price
              (a) prior to the parties entering into a binding letter of intent and
              the
              parties shall list those assets in Exhibit 1, Schedule
              2.1(a) hereto; and (b) at least 48 hours prior to closing of this
              Agreement; and (c) at least 48 hours prior to accepting possession
              of the
              assets governed by this Agreement. 


    



    
      	 
	 
	(k)
	 
              	Brokers.
              All negotiations relating to the Transaction
              Documents and the transactions Contemplated hereby have been carried
              on
              without the intervention of any person acting on behalf of Seller in
              such
              manner as to give rise to any valid claim for any broker’s or finder’s fee
              or similar compensation. However, should any claim for any broker’s or
              finder’s fee or similar compensation be asserted by any party acting on
              behalf of the Seller, Seller agrees and acknowledges that they,
              individually and/or jointly, and not Purchaser, shall be responsible
              for
              and shall pay any fees or commission payable to such broker.
              


    



    
      	 
	 
	(l)
	 
              	 Fraud
              and Abuse. To the knowledge of the Seller,
              neither the Seller nor the physicians employed or engaged by the Seller,
              or any other persons and entities providing professional services for
              


    



    11


    
    


    


    
      	 
	the
              Seller, have engaged in any activities which are prohibited
              under U.S.C. Sec. 1320a-7b or the regulations promulgated thereunder
              pursuant to such statutes, the Alabama Patient Self-Referral laws,
              or any
              other applicable state or local statutes and regulations, or which
              are
              prohibited by Rules of Professional Conduct, including but not limited
              to:
              


    



    
      	 
	 
	 
	(1)
	 
              	knowingly
              and willfully making or causing to be made a false
              statement or representation of a material fact in any application for
              any
              benefit or payment; 


    



    
      	 
	 
	 
	(2)
	 
              	knowingly
              and willfully making or causing to be made any false
              statement or representation of a material fact for use in determining
              rights to any benefit or payment; 


    



    
      	 
	 
	 
	(3)
	 
              	failure
              to disclose knowledge by a claimant of the occurrence of
              any event affecting the initial or continued right to any benefit or
              payment on its own behalf or on behalf of another, within intent to
              fraudulently secure such benefit or payment; or



    



    
      	 
	 
	 
	(4)
	 
              	knowingly
              and willfully soliciting or receiving any remuneration,
              kickback, bribe, or rebate, directly or indirectly, overtly or covertly,
              in cash or in kind, or offering to pay or receive such remuneration
              (a) in
              return for referring an individual to a person for the furnishing or
              arranging for the furnishing or any item or service for which payment
              may
              be made in whole or in part by Medicare or Medicaid, or (b) in return
              for
              purchasing, leasing, or ordering or arranging for recommending purchasing,
              leasing, or ordering any good, facility, service or item for which
              payment
              may be made in whole or in part by Medicare or Medicaid.
              


    



    
      	 
	 
	(m)
	 
              	Physician’s
              Issues. Except as disclosed in Exhibit
              13, Schedule 3.1(m) attached hereto, to the knowledge of Seller,
              no physician employed or engaged by Seller, has (i) had his or her
              license
              to practice medicine in any jurisdiction denied, surrendered, limited,
              suspended, revoked or subject to probationary conditions or is subject
              to,
              any pending proceedings or threatened regarding any of the foregoing,
              (ii)
              had his or her Federal or State Drug Enforcement Agency controlled
              substance authorization denied, revoked, suspended, reduced or not
              renewed
              or has been subject to institution of, or is subject to, any pending
              proceedings regarding any of the foregoing, (iii) had his or her
              membership in any local, state or national medical professional society
              or
              organization revoked, suspended or not renewed or is subject to any
              pending 


    



    12


    
    


    


    
      	 
	proceedings
              regarding any of the foregoing, (iv) been the subject
              of administrative sanctions or been suspended from or lost eligibility
              for
              participating in Medicare, Medicaid or other governmental or
              non-governmental medical insurance programs or is subject to any pending
              proceedings regarding any of the foregoing or (v) none of the physicians
              employed or engaged by Seller hospital privileges will expire within
              six
              (6) months of the date both parties sign this Agreement.
              


    



    
      	(n)
	 
              	
              Disclosure.
                No representation, warranty or statement made by
                Seller in this Purchase Agreement or any of the Exhibits or Schedules
                hereto, or any agreements, certificates, documents or instruments
                delivered or to be delivered to Purchaser in accordance with this
                Purchase
                Agreement or the other Transaction Documents, contains or will contain
                any
                untrue statement of a material fact or omits or will omit to state
                a
                material fact necessary to make the statements contained herein or
                therein, in light of the circumstances under which they were made,
                not
                misleading. 

            


    



    
      	(o)
	 
              	
              Patients
                Records. Seller represents all patient records,
                charts and account histories relating to his practice since January
                2003
                have been turned over to Purchaser, subject to all applicable statues,
                rules and regulations of the United States government or the State
                of
                Alabama, as of the date of closing. Seller represents, to the knowledge,
                that the patient records and other business reports, from the Seller
                computer system are complete and accurate.


            


    



    
      	(p)
	 
              	
              Computer
                Records. Seller represents the patient records and
                other business reports from Seller’s computer system are complete and
                accurate. 

            


    



    
      	(q)
	 
              	
              Except
                as disclosed in the Lease Agreement and assignment, Seller
                represents there are no structural or other material problems with
                the
                medical office at 700 Montgomery Highway, Suite 210, Vestavia Hills,
                AL
                35216. 

            


    



    
      	(r)
	 
              	
              Employees.
Exhibit
                14, Schedule 3.1(r) sets
                forth the name, title and total compensation of each person employed
                by
                the Seller (the “Employees”). The Seller is not a party to any
                employment contract with any of the Employees nor are any of the
                Employees
                covered by or subject to any collective bargaining agreement.
                

            


    



    
      	 
	 
	(s)
	 
              	Employee
              Benefit Plans.



    



    
      	 
	 
	 
	3.1.2
	 
              	 Except
              as set forth on Exhibit 15, Schedule
              3.1(s)3.1.2, on or prior to the date hereof, Seller (including
              any entity required to be aggregated with Seller under Section 414
              of the
              Code) have not 


    



    13



    


    
      	 
	sponsored,
              or participated in, a defined benefit pension plan (as
              defined in Section 3(35) of ERISA), nor has Seller (including any entity
              required to be aggregated with Sellers under Section 414 of the Code)
              ever
              contributed to, or participated in, a multiemployer plan (as defined
              in
              Section 4001(a)(3) of ERISA).   


    



    
      	 
	 
	 
	3.1.3
	 
              	Except
              as set forth on Exhibit 15, Schedule
              3.1(s)3.1.2, with respect to the Seller’s Employees, the Seller
              (including any entity required to be aggregated with Seller under Section
              414 of the Code) does not maintain, contribute to, or participate in,
              any
              benefit agreement, plan, arrangement or practice including any employee
              benefit plan as defined in Section 3(3) of ERISA (the “Plan(s)”).
              


    



    
      	 
	 
	 
	3.1.4
	 
              	Except
              as set forth on Exhibit 15, Schedule
              3.1(s)3.1.2, all of the Plans are in material compliance with all
              applicable laws, including the Code and ERISA.



    



    
      	 
	 
	 
	3.1.5
	 
              	No
              Plan contains any provision or is subject to any law that would
              prohibit the transactions contemplated by the Transaction Agreements
              or
              that would give rise to any vesting of benefits, severance, termination,
              or other payments or liabilities as a result of the transactions
              contemplated by the Transaction Agreements, and no payments or benefits
              under any Plan or other agreement of Seller will be considered “excess
              parachute payments” under Section 280G of the Code. The Seller has not
              declared or paid any bonus compensation in contemplation of the
              transactions contemplated by this Agreement.



    



    
      	 
	 
	 
	3.1.6
	 
              	No
              Plan provides health or other benefits after a present or former
              director’s, officer’s, employee’s, agent’s, or independent contractor’s,
              retirement or other termination of employment except as required by
              Section 4980B of the Code. 


    



    
      	 
	 
	 
	3.1.7
	 
              	There
              are no actions, suits, claims pending, threatened or
              reasonably anticipated (other than routine claims for benefits) against
              any Plan or against the assets of any Plan which could reasonably be
              expected to result in a liability to Seller or any Plan. No Plan is
              presently under audit or examination (nor has notice been received
              of a
              potential audit or examination) by the IRS, the Department of Labor,
              or
              any other governmental entity, and no matters are pending with respect
              to
              any Plan under any IRS program. 


    



    
      	 
	 
	 
	3.1.8
	 
              	 With
              respect to each Plan, the Seller has delivered to Buyer
              true and correct copies of each Plan, the most recent annual report
              


    



    14


    
    


    


    
      	 
	(Form
              5500) for each Plan and the summary plan description for each
              Plan. The annual report for each Plan has been timely filed.
              


    



    
      	 
	 
	(t)
	 
              	Taxes.
              The Seller has duly filed all tax returns and forms
              required to be filed in respect of the Seller’s business and paid in full
              or discharged all material taxes, assessments, excises, interest,
              penalties, deficiencies and other levies relating to the Assets, excepting
              such taxes, assessments and other levies as will not be due until after
              the Closing Date. To the Seller’s knowledge, no event has occurred that
              could impose on the Purchaser any liability for any taxes, penalties
              or
              interest due or to become due from the Seller from any taxing authority.
              


    




    ARTICLE
      IV 
REPRESENTATIONS OF PURCHASER


    
      	Section
              4.1	Representations
              of Purchaser. Purchaser represents and
              warrants to Seller that: 


    



    
      	 
	 
	(a)
	 
              	Organization,
              Valid Authorization and Good Standing.
              Purchaser is duly organized, validly existing and in good standing
              under
              the laws of the State of Florida and registered to do business in the
              State of Alabama. 


    



    
      	 
	Purchaser
              has the power and authority to own all of its properties
              and assets and to conduct its business. Purchaser has the power and
              authority to enter into the Transaction Documents to which it is a
              party
              and to carry out its obligations hereunder. The execution and delivery
              of
              the Transaction Documents to which Purchaser is a party and the
              consummation of the transactions Contemplated thereby have been duly
              and
              validly authorized by Purchaser, and no other corporate or other
              proceedings on the part of Purchaser is necessary to authorize the
              Transaction Documents and the transactions Contemplated thereby.
              


    



    
      	 
	This
              Purchase Agreement has been duly and validly executed and
              delivered by Purchaser and constitutes the valid and binding agreement
              of
              Purchaser enforceable against Purchaser, in accordance with its terms.
              Each Transaction Document executed and delivered at the Closing by
              Purchaser will upon such execution and delivery constitute the valid
              and
              binding agreement of Purchaser, enforceable against Purchaser in
              accordance with its terms. 


    



    
      	 
	 
	(b)
	 
              	 Compliance.
              The execution and delivery of the
              Transaction Documents and the consummation of the transactions
              Contemplated thereby by Purchaser will not (i) violate any provision
              of
              its articles of incorporation or bylaws, (ii) violate any material
              provision of or result in the breach of or entitle any party
              


    



    15


    
    


    


    
      	 
	to
              accelerate (whether after the giving of notice or lapse of time
              or both) any material obligation under, any mortgage, lien, lease,
              contract, license, instrument or any other agreement to which Purchaser
              is
              a party, or (iii) to the best of Purchaser’s knowledge, violate or
              conflict with any order, award, judgment or decree or other restriction
              or
              any law, ordinance or regulation to which Purchaser or the property
              of
              Purchaser is subject. 


    



    
      	 
	 
	(c)
	 
              	Approvals.
              No consent, approval, order or authorization of,
              or registration, declaration or filing with, any Governmental Authority
              or
              other person is required in connection with the execution and delivery
              of
              the Transaction Documents by Parent or the consummation by Purchaser
              of
              the transactions Contemplated thereby.



    



    
      	 
	 
	(d)
	 
              	Brokers.
              All negotiations relating to the Transaction
              Documents and the transactions Contemplated hereby have been carried
              on
              without the intervention of any person acting on behalf of Purchaser
              in
              such manner as to give rise to any valid claim for any broker’s or
              finder’s fee or similar compensation. However, should any claim for any
              broker’s or finder’s fee or similar compensation be asserted by any party
              acting on behalf of the Purchaser, Purchaser agrees and acknowledges
              that
              it, and not Seller, is responsible for and shall pay any fees or
              commission payable to such broker. 


    



    
      	 
	 
	(e)
	 
              	Disclosure.
              No representation, warranty or statement made by
              Purchaser in this Purchase Agreement or any of the Exhibits or Schedules
              hereto, or any agreements, certificates, documents or instruments
              delivered or to be delivered to Seller in accordance with this Purchase
              Agreement or the other Transaction Documents contains or will contain
              any
              untrue statement of a material fact or omits or will omit to state
              a
              material fact necessary to make the statements contained herein or
              therein, in light of the circumstances under which they were made,
              not
              misleading. 


    



    
      	 
	 
	(f)
	 
              	Best
              Efforts. Purchaser represents and warrants it will use
              its best efforts to fully develop and expand the business acquired
              pursuant to this Purchase Agreement. 


    



    
      	 
	 
	(g)
	 
              	Undisclosed
              Liabilities. Except as otherwise provided in
              this Purchase Agreement, Purchaser does not have any Liabilities relating
              to Purchaser other than those disclosed on the Balance Sheet of Purchaser
              as of the date of the Closing hereof. Further, to Purchaser’s knowledge,
              there are no basis for any present or future action, suit, proceeding,
              hearing, investigation, charge, complaint, claim or demand against
              Purchaser giving rise to any Liability.



    



    16


    
    


    


    
      	 
	 
	(h)
	 
              	Fraud
              and Abuse. Purchaser represents that it has sought
              advice of counsel concerning this Purchase Agreement and the business
              arrangements created thereby and the other agreements to be entered
              in
              connection with this Agreement, and that the same is believed by counsel
              to be in compliance with all federal and state laws.



    



    
      	 
	 
	(i)
	 
              	Employee
              Benefit Plans. Purchaser represents that any
              Employee Benefit Plan it sponsors in connection with itself, or any
              of its
              affiliates, is in compliance with all federal and state laws applicable
              thereto. 


    



    
      	 
	 
	(j)
	 
              	Taxes.
              The Purchaser has duly filed all tax returns and
              forms required to be filed with respect to Purchaser’s business and paid
              in full or discharged all material taxes, assessments, excises, interests,
              penalties, deficiencies and other levies relating to the Purchaser,
              and
              all of its affiliates, excepting such taxes, assessments and other
              levies
              as will not be due until after the Closing Date. To Purchaser’s knowledge,
              no event has occurred that could impose on the Seller any Liability
              for
              any taxes, penalties or interests due or to become due from the Purchaser
              from any taxing authority. 


    



    ARTICLE
      V 
ADDITIONAL AGREEMENTS


            The
      parties hereto
      further agree that: 


    
      	Section
              5.1	Tax
              Matters. Seller shall pay all sales and/or transfer
              taxes payable in connection with the consummation of the transactions
              Contemplated by the Transaction Documents.



    



    
      	Section
 5.2
	Consents.
              Before and after the Closing Date, the Seller
              shall use its best efforts to obtain all permits, authorizations, consents
              and approvals of all Persons and governmental authorities necessary
              (the
              “Consents”), proper or advisable in connection with the consummation of
              the transactions Contemplated by this Purchase Agreement. Before and
              after
              the Closing Date, the Seller agrees that it shall do any acts, deeds
              or
              things that may be necessary, desirable or proper to obtain the Consents
              and consummate the assumption of the Assumed Contracts.
              


    



    
      	Section
 5.3
	Further
              Assurances; Transition. If at any time before or
              after the Closing Date, the Purchaser shall consider or be advised
              that
              any further deeds, assignments or assurances in law or in any other
              things
              are necessary, desirable or proper to vest, perfect or confirm, of
              record
              or otherwise, in the Purchaser, the title to any property or rights
              of the
              Seller acquired or to be acquired by reason of, or as a result of,
              the
              acquisition described in this 


    



    17


    
    


    


    
      	 
	Purchase
              Agreement, the Seller agrees that it shall execute and
              deliver, in a timely manner, all such proper deeds, assignments and
              assurances in law and do all things necessary, desirable or proper
              to
              vest, perfect or confirm title to such property or rights in Purchaser
              and
              otherwise to carry out the purpose of this Purchaser Agreement.
              


    



    
      	 
	The
              Seller shall use its best efforts to effect the smooth
              transition of the Business from Seller to Purchaser and the conveyance
              of
              the Assets and the assignment of the Assumed Contracts to Purchaser,
              including obtaining the consent of any third party in connection with
              the
              assignment of the Leases, Managed Care Contracts and other Assumed
              Contracts, and shall not take any action that is designed, intended
              or
              likely to have the effect of discouraging any lessor, licensor, customer,
              patient, supplier, vendor or other business associate of Seller from
              maintaining the same business relationships with the Purchaser after
              the
              Closing as he, she or it maintained with the Seller prior to the Closing.
              


    



    
      	Section
  5.4	 
              	Deliveries
              After Closing. If, at any time after the Closing,
              the Purchaser shall consider or be advised that any further acts are
              necessary or desirable: (a) to vest, perfect or confirm, of record
              or
              otherwise, in the Purchaser, title to and possession of the Assets
              acquired or to be acquired by reason of, or as a result of, the
              transaction Contemplated in this Purchase Agreement; or (b) otherwise
              to
              carry out the purposes of this Purchase Agreement, then the Seller
              shall
              be deemed to have granted to Purchaser an irrevocable power of attorney
              to
              execute and deliver all such deeds, assignments and assurances in law
              and
              to do all other acts necessary or proper to vest, perfect or confirm
              title
              to and possession of such property or rights in the Purchaser and
              otherwise to carry out the purposes of this Agreement; and the officers
              and directors of the Purchaser are fully authorized in the name of
              the
              Seller to take any and all such actions.



    



    
      	Section
 5.5
	Non-Competition
              Covenant.



    



    
      	 
	 
	5.5.1
	 
              	  Non-Competition.
              As a material and valuable
              inducement for the Purchaser to enter into this Purchase Agreement,
              pay
              and deliver the Purchase Price and consummate the transactions provided
              for herein, for a period commencing on the effective date of this
              Agreement and ending two (2) years after the termination of Dr. John
              Kingsley’s employment with Vein, P.C. pursuant to that Employment
              Agreement between Dr. John Kingsley and Vein, P.C. upon which this
              Agreement is contingent (the “Restricted Period”), Seller and Dr. John
              Kingsley, agree that they shall not, directly or indirectly, alone,
              or as
              a partner, officer, director, employee, consultant, agent, independent
              contractor, joint venture, financial backer, creditor, member,
              stockholder, or in any other capacity whatsoever, of any Person, have
              any
              business relationship 


    



    18


    
    


    


    
      	 
	involving
              the practice of medicine specifically dealing with the
              treatment of veins or hemorrhoids within ten (10) miles of the location
              at
              Vestavia Hills, Alabama or for 12 months at any primary office of any
              entity affiliated with Vein, P.C. in which Dr. John Kingsley was assigned
              pursuant to the Employment Agreement between Dr. John Kingsley and
              Vein,
              P.C., including those offices in which Dr. John Kingsley produces more
              than $50,000 in net collected revenues during any last twelve (12)
              month
              period of his employment with Vein, P.C.. Nothing stated in this Agreement
              shall constitute any restrictions upon Dr. John Kingsley to practice
              medicine generally anywhere or any restriction upon Dr. John Kingsley
              to
              specifically treat veins and hemorrhoids within said (10) mile
              geographical area(s) after the termination of his full time employment
              with the Vein, P.C.. 


    



    
      	 
	 
	5.5.2
	 
              	Irreparable
              Harm. The Seller and Dr. John Kingsley,
              individually and jointly, covenant and agrees that the restrictions
              set
              forth in this Section 5.5 are fair, reasonable and necessary to
              protect the interests of Purchaser, such restrictions were negotiated
              and
              bargained for and the consideration delivered in connection with this
              Purchase Agreement reflects and assumes the Seller’s strict compliance
              with, and the enforceability by the Purchaser of, these restrictions.
              


    



    
      	 
	 
	5.5.3
	 
              	The
              Seller and Dr. John Kingsley acknowledge that a breach of these
              restrictions would irreparably harm Purchaser and that monetary damage
              due
              Purchaser may be inadequate. 


    



    
      	 
	 
	5.5.4
	 
              	Judicial
              Modification. The Seller and Dr. John Kingsley
              acknowledge and agrees that the provisions of Section 5.5 are material
              and
              of the essence to this Agreement. 


    



    
      	 
	 
	 
	5.5.4.1
	 
              	In
              addition, it is the parties expressed intention that if the
              scope of any restriction or covenant contained in any of such Sections
              of
              this Agreement should be or become too broad or extensive to permit
              enforcement thereof to its fullest extent, then such restriction or
              covenant shall be enforced to the maximum extent permitted by law.
              


    



    
      	 
	 
	 
	5.5.4.2
	 
              	 Seller
              and Dr. John Kingsley hereby consent and agree that it
              is the parties’intention and agreement that the covenants and restrictions
              contained herein be enforced as written. Provided however, in the event
              a
              court of competent jurisdiction should determine that any restrictions
              or
              covenants contained herein are too broad or extensive to permit
              enforcement thereof to its fullest extent, the Seller hereby consent
              and
              agree that it is the parties’ intention and



    



    19


    
    


    


    
      	 
	agreement
              that the scope of any such restriction or covenant should
              be modified by the Court in any judicial proceeding brought to enforce
              such restriction or covenant to permit enforcement of the restrictions
              and
              covenants contained herein to the maximum extent the court, in its
              judgment, will permit. 


    



    
      	 
	 
	5.5.5
	 
              	Assignability;
              Third Party Beneficiary. The parties agree
              that the rights granted in Section 5.5 to Purchaser may be assigned
              by
              Purchaser at its sole and absolute discretion. All of the provisions
              of
              Section 5.5 shall inure to any successors of the Purchaser all of
              which are specifically third party beneficiaries of this Section
              5.5 with full rights hereunder. In addition, the parties hereto agree
              that any employee of Seller granted shares in Purchaser hereunder,
              and any
              Assignee of the rights hereunder is an intended, direct third party
              beneficiary of this Agreement and may enforce such rights in its own
              name
              in addition to or in lieu of the Purchaser. Likewise, any assignee
              of
              Purchaser shall be bound by this Agreement to the same extent as is
              Purchaser. 


    



    
      	 
	 
	5.5.6
	 
              	Tolling
              of Time Periods. In the event that Purchaser or any
              other permitted party should bring any legal action or other proceeding
              for the enforcement of this Section 5, the time for calculating the
              term of the restrictions provided herein shall not include any period
              of
              time commencing with the filing of legal action or other proceeding
              to
              enforce the terms of this Section 5 through the date of final
              judgment or final resolution, including all appeals, if any, of such
              legal
              action or other proceeding, unless Purchaser fails to prevail in such
              action or proceeding. 


    



    
      	 
	 
	5.5.7
	 
              	Specific
              Enforcement. Without limiting other possible
              remedies to the Purchaser for breach of this covenant, the Seller agree
              that injunctive or other equitable relief will be available to enforce
              the
              covenants of this provision, such relief to be without the necessity
              of
              posting a bond, cash or otherwise. 


    



    
      	Section
              5.6 	Employees.



    



    
      	 
	 
	5.6.1
	 
              	Purchaser
              shall extend offers of employment to those non-health
              care Employees set forth on Exhibit 16, Schedule 5.6.1
              (such employees are hereinafter referred to as the “Rehired Employees”).
              


    



    
      	 
	 
	5.6.2
	 
              	Purchaser
              shall terminate the employment of all Rehired Employees
              who accept Purchaser’s offer of employment immediately prior to the
              Closing and shall cooperate with and use its reasonable best efforts
              to
              assist Purchaser in its efforts to secure satisfactory employment
              arrangements with those employees of Seller to whom Purchaser makes
              offers
              of employment as set forth on Exhibit 16, Schedule 5.6.1.
              


    



    20


    
    


    


    
      	 
	 
	5.6.3
	 
              	Seller
              shall be solely responsible for all of the Plans and all
              obligations and liabilities thereunder. Purchaser shall not assume
              any of
              the Plans or any obligation or liability thereunder.



    



    
      	 
	 
	5.6.4
	 
              	Nothing
              contained in this Agreement shall confer upon any Rehired
              Employee any right with respect to continuance of employment by Purchaser,
              nor shall anything herein interfere with the right of Purchaser to
              terminate the employment of any of the Rehired Employees at any time,
              with
              or without cause, except that such termination shall be in compliance
              with
              any applicable employment agreements and the current employment policies
              or practices of Purchaser, or restrict Purchaser in the exercise of
              its
              independent business judgment in modifying any of the terms and conditions
              of the employment of the Rehired Employees.



    



    
      	 
	 
	5.6.5
	 
              	No
              provision of this Agreement shall create any third-party
              beneficiary rights in any Rehired Employee, any beneficiary or dependents
              thereof, or any collective bargaining representative thereof, with
              respect
              to the compensation, terms and conditions of employment and benefits
              that
              may be provided to any Rehired Employee by Purchaser or under any benefit
              plan which Purchaser may maintain. 


    



    
      	Section
              5.7 	Kingsley
              Buy-Back. 


    



    
      	 
	 
	5.7.1
	 
              	For
              a period of eighteen (18) months following the Closing,
              Kingsley shall, to the extent permitted by law, have the option, in
              accordance with the terms of this Section 5.7, to buy-back (the
              “Buy-Back Right”) from the Purchaser, the Assets set forth Exhibit
              1, Schedule 2.1(a) (to the extent such Assets are owned
              


    



    
      	 
	by
              the Purchaser (or any of its affiliates) as of the date that
              Kingsley exercises the Buy-Back Right) (the “Buy-Back Assets”).
              Notwithstanding the foregoing, Kingsley shall be able to exercise the
              Buy-Back Right if, and only if, the Purchaser has (i) adopted resolutions
              to dissolve, liquidate or terminate operations, (ii) any proceeding
              shall
              be instituted by or against the Purchaser seeking to adjudicate it
              bankrupt or insolvent, or (iii) the Purchaser has not entered any new
              Management Services Agreement since the one entered between Purchaser
              and
              Seller. 


    



    
      	 
	 
	5.7.2
	 
              	The
              Buy-Back Right shall be exercised by Kingsley by delivering
              written notice to the Purchaser specifying (i) that the conditions
              for
              exercising the Buy-Back Right have occurred and (ii) a date for closing
              of
              the sale from the Purchaser to Kingsley of the Buy-Back Assets (the
              “Buy-Back Closing”), which date shall be not less than 15 days following
              the date of the written notice to the Purchaser.



    



    
      	 
	 
	5.7.3
	 
              	The
              purchase price for the Buy-Back Assets shall be five million
              shares of Purchaser which must be surrendered and delivered to the
              Purchaser by Kingsley at the Buy-Back Closing.



    



    
      	 
	 
	5.7.4
	 
              	The
              Buy-Back Closing shall be subject to such other terms,
              conditions, agreements, instruments and documents as the Parties shall
              mutually agree. 


    



    21


    
    


    


    
      	 
	 
	5.7.5
	 
              	Notwithstanding
              anything in Section 5.5 to the contrary, Kingsley
              shall no longer be subject to the restrictive covenants set forth in
              Section 5.5 after the Buy-Back Closing.



    



    
      	Section
              5.8	Stock
              Options. The Purchaser shall cause John R. Kingsley,
              M.D. to be a participant in the Purchaser's Employee stock option plan
              (the "Option Plan"), attached hereto as Exhibit 17, Schedule 5.8.
              


    



    
      	 
	 
	5.8.1
	 
              	 The
              Purchaser agrees to issue the employees of Seller shown
              on Exhibit 18, Schedule 5.8.1 with Common Shares of Vein
              Associates of America, Inc. to vest over a Five (5) year period as
              listed.
              For vesting purposes, the employee’s date of hire with Vein Associates of
              America, Inc. or other controlled entity will begin the vesting schedule.
              


    



    
      	Section
 5.9
	Survivability.
              The terms and conditions of this Article V
              shall survive the execution of this Agreement and the Closing
              notwithstanding any investigation heretofore or hereafter made by or
              on
              behalf of any party hereto. 


    



    
      	Section
              5.10	Transaction
              Expenses. The Purchaser and Seller shall bear
              their own expenses in connection with this transaction.
              


    



    ARTICLE
      VI 
INDEMNIFICATION


    
      	Section
 6.1
	Survival.
              The representations, warranties, covenants and
              agreements of the parties made in this Purchase Agreement shall survive
              (and not be affected in any respect by) the Closing and any examination
              or
              investigation conducted by or on behalf of the parties hereto and any
              information which any party may receive pursuant to any applicable
              Schedules or otherwise. 


    



    
      	 
	 
	6.1.1
	 
              	Notwithstanding
              the foregoing, the right of indemnification, with
              respect to each representation and warranty contained in this Purchase
              Agreement, shall terminate on the date (the “Survival Date”) occurring on
              the later of (i) the third (3rd) anniversary of the Closing Date, or
              (ii)
              the expiration date of the applicable statute of limitations relating
              to
              the applicable representations and warranties.



    



    
      	 
	 
	6.1.2
	 
              	The
              right to indemnification with respect to the representations
              and warranties, and the Liability of either Party with respect thereto,
              shall not terminate with respect to any claim, whether or not fixed
              as to
              Liability or liquidated as to amount, with respect to which such party
              has
              been given written notice prior to the Survival Date or such thirtieth
              day
              after the expiration of the applicable statute of limitations (or
              extensions or waivers thereof), whichever shall be applicable thereto
              in
              accordance with this Section 6.1.



    



    22


    
    


    


    
      	 
	 
	6.1.3
	 
              	The
              right to indemnification, payment of damages or other remedy
              based on such representations, warranties, covenants, and obligations
              will
              not be affected by any investigation conducted with respect to, whether
              before or after the execution and delivery of this Purchase Agreement
              or
              the Closing Date, with respect to the accuracy or inaccuracy of or
              compliance with, any such representation, warranty, covenant, or
              obligation. 


    



    
      	 
	 
	6.1.4
	 
              	The
              waiver of any condition based on the accuracy of any
              representation or warranty, or on the performance of or compliance
              with
              any covenant or obligation, will not affect the right to indemnification,
              payment of damages, or other remedy based on such representations,
              warranties, covenants, and obligations.



    



    
      	Section
 6.2
	Indemnification
              by Seller. Seller, covenants and agrees to
              indemnify, defend, protect and hold harmless Purchaser and each of
              its
              successors and assigns and each of their respective directors, officers,
              shareholders, employees, agents and affiliates (each a “Purchaser
              Indemnified Person”) at all times from and after the date of this
              Agreement (subject to any limitation on the survival of representations
              and warranties set forth in Section 6.1) against all losses,
              claims, damages, actions, suits, proceedings, demands, assessments,
              adjustments, costs and expenses (“Losses”) including specifically, but
              without limitation, reasonable attorneys’ fees and expenses of
              investigation (“Legal Expenses”) based upon, resulting from or arising out
              of (a) any inaccuracy, omission or breach (or in the event any third
              party
              alleges facts that, if true, would mean a breach) of any representation
              or
              warranty of Seller contained in this Purchase Agreement, (b) the breach
              (or in the event any third party alleges facts that, if true, would
              mean a
              breach) by Purchaser of, or the failure by Seller to observe, any of
              the
              covenants or other agreements contained in or made pursuant to this
              Purchase Agreement. 


    



    
      	Section
 6.3
	Indemnification
              by Purchaser. Purchaser covenants and agrees
              that it will indemnify, defend, protect and hold harmless Seller and
              each
              of its successors, assigns and heirs and each of their respective
              directors, officers, employees, agents and affiliates (each a “Seller
              Indemnified Person”) at all times from and after the date of this Purchase
              Agreement (subject to any limitation on the survival of representations
              and warranties set forth in Section 6.1) against all Losses
              (including specifically, but without limitation, Legal Expenses) based
              upon, resulting from or arising out of (a) any inaccuracy or breach
              of any
              representation or warranty of Purchaser contained in this Purchase
              Agreement, or (b) the breach by Purchaser of, or the failure by Purchaser
              to observe, any of the covenants or other agreements contained in or
              made
              pursuant to this Purchase Agreement. 


    



    
      	Section
              6.4	Indemnification
              Procedures.



    



    23


    
    


    


    
      	 
	 
	6.4.1
	 
              	Promptly
              after receipt by any party entitled to indemnification
              under Section 6.2or 6.3 (an “indemnified party”) of notice
              of the commencement of any action, claim, suit or proceeding by a person
              not a party to this Purchase Agreement in respect of which the indemnified
              party will seek indemnification hereunder (a “Third Party Action”), the
              indemnified party shall notify the party that is obligated to provide
              such
              indemnification (the “indemnifying party”) thereof in writing. Provided
              however, any failure to so notify the indemnifying party shall not
              relieve
              it from any Liability that it may have to the indemnified party under
              Section 6.2 or 6.3, except to the extent that the
              indemnifying party is materially prejudiced by the failure to give
              such
              notice. 


    



    
      	 
	 
	6.4.2
	 
              	The
              indemnifying party shall be entitled to assume control or
              otherwise participate in the defense of such Third Party Action (including
              settlement of such Third Party Action) with counsel reasonably
              satisfactory to such indemnified party; provided, however, that:
              


    



    
      	 
	 
	 
	(i)
	 
              	 
the
              indemnified party shall be entitled to participate in
              the defense of such Third Party Action and to employ counsel at its
              own
              expense (which shall not constitute Legal Expenses for purposes of
              this
              Purchase Agreement) to assist in the handling of such Third Party Action;
              


    



    
      	 
	 
	 
	(ii)
	 
              	 
the
              indemnifying party shall obtain the prior written
              approval of the indemnified party before entering into any settlement
              of
              such Third Party Action or ceasing to defend against such Third Party
              Action, if pursuant to or as a result of such settlement or cessation,
              injunctive or other equitable relief would be imposed against the
              indemnified party or the indemnified party would be adversely affected
              thereby; 


    



    
      	 
	 
	 
	(iii)
	 
              	 
no
              indemnifying party shall consent to the entry of any
              judgment or enter into any settlement that does not include as an
              unconditional term thereof the giving by each claimant or plaintiff
              to
              each indemnified party of a release from all Liability in respect of
              such
              Third Party Action; and 


    



    
      	 
	 
	 
	(iv)
	 
              	 
the
              indemnifying party shall not be entitled to control the
              defense of any Third Party Action unless the indemnifying party confirms
              in writing its assumption of such defense and continues to pursue the
              defense reasonably and in good faith.



    



    24


    
    


    


    
      	 
	 
	6.4.3
	 
              	After
              written notice by the indemnifying party to the indemnified
              party of its election to assume control of the defense of any such
              Third
              Party Action in accordance with the foregoing, (a) the indemnifying
              party
              shall not be liable to such indemnified party hereunder for any Legal
              Expenses subsequently incurred by such indemnified party attributable
              to
              defending against such Third Party Action, and (b) as long as the
              indemnifying party is reasonably contesting such Third Party Action
              in
              good faith, the indemnified party shall not admit any Liability with
              respect to, or settle, compromise or discharge the claim underlying,
              such
              Third Party Action without the indemnifying party’s prior written consent.
              


    



    
      	 
	 
	 
	(i)
	 
              	 
If
              the indemnifying party does not assume control of the
              defense of such Third Party Action in accordance with this Section
              6.4, the indemnified party shall have the right to defend
              and/or settle such Third Party Action in such manner as it may deem
              appropriate at the cost and expense of the indemnifying party, and
              the
              indemnifying party will promptly reimburse the indemnified party therefore
              in accordance with this Section 6.4.



    



    
      	 
	 
	 
	(ii)
	 
              	The
              reimbursement of fees, costs and expenses required by this
              Section 6.4 shall be made by periodic payments during the course of
              the investigation or defense, as and when bills are received or expenses
              incurred. 


    



    
      	 
	 
	 
	(iii)
	 
              	If
              an indemnified party becomes entitled to any indemnification
              from an indemnifying party pursuant to this Purchase Agreement, such
              indemnification payment shall be made in cash upon demand.
              


    



    
      	 
	 
	6.4.4
	 
              	If
              an indemnified party has actual knowledge of any facts or
              circumstances other than the commencement of a Third Party Action which
              causes it in good faith to believe that it is entitled to indemnification
              under this Section 6.4, then such indemnified party shall
              promptly give the indemnifying party notice thereof in writing, but
              any
              failure to so notify the indemnifying party shall not relieve it from
              any
              Liability that it may have to the indemnified party under Section
              6.2 or 6.3, as the case may be, except to the extent that the
              indemnifying party is prejudiced by the failure to give such notice.
              


    



    25


    
    


    


    ARTICLE
      VII 
MISCELLANEOUS


    
      	Section
 7.1
	Remedies
              Not Exclusive. No remedy conferred by any of the
              specific provisions of this Purchase Agreement or any other Transaction
              Document is intended to be exclusive of any other remedy, and each
              and
              every remedy shall be cumulative and shall be in addition to every
              other
              remedy given hereunder or now or hereafter existing at law or in equity
              or
              by statute or otherwise. The election of any one or more remedies by
              any
              Party hereto shall not constitute a waiver of the right to pursue other
              available remedies. 


    



    
      	Section
              7.2	Termination.
              This Agreement may be terminated at any time
              prior to the Closing Date: 


    



    
      	 
	 
	(a)
	 
              	with
              the mutual consent of the Parties;



    



    
      	 
	 
	(b)
	 
              	by
              the Seller or the Purchaser, on or after [TBD]; provided that
              the terminating party is not in material breach of this Purchase
              Agreement; or 


    



    
      	 
	 
	(c)
	 
              	by
              the Seller or the Purchaser if any court of competent
              jurisdiction shall have issued an order, decree or ruling or taken
              any
              other action restraining, enjoining or otherwise prohibiting the
              transactions Contemplated hereby. 


    



            If this
      Purchase
      Agreement is terminated pursuant to this Section 7.2, other than as a result
      of
      a breach by the Seller or the Purchaser, neither Party shall have any further
      liability hereunder or any further obligations hereunder. 


    
      	Section
 7.3
	Risk
              of Loss. The risk of any loss, damage or impairment,
              confiscation or condemnation of any of the Assets from any cause
              whatsoever shall be borne by the Seller at all times prior to the Closing.
              


    



    
      	Section
 7.4
	Parties
              Bound. Except to the extent otherwise expressly
              provided herein, this Purchase Agreement shall be binding upon and
              inure
              to the benefit of the Parties hereto and their respective heirs,
              representatives, administrators, guardians, successors and permitted
              assigns; and no other person shall have any right, benefit or obligation
              hereunder. 


    



    
      	Section
              7.5	Notices.



    



    
      	 
	 
	7.5.1
	 
              	All
              notices, reports, records or other communications that are
              required or permitted to be given to the Parties under this Purchase
              Agreement shall be sufficient in all respects if given in writing and
              delivered in person, by telecopy, by overnight courier or by registered
              or
              certified mail, postage prepaid, return receipt requested, to the
              receiving Party at the following address:



    



    
      	 
	 
	 
	7.5.1.1
	 
              	If
              to Seller, addressed to: 


    



    26


    
    


    


    
      	 
	John
              R. Kingsley, M.D., P.C.
c/o John R. Kingsley, M.D.
700
              Montgomery Highway, Suite 210
Vestavia Hills, AL 35216
              


    



    27


    
    


    


    
      	 
	 
	 
	7.5.1.2
	 
              	If
              to Purchaser, addressed to:



    



    
      	 
	Vein
              Associates of America, Inc.
c/o Chief Financial
              Officer
400 International Parkway, Suite 100
Heathrow, FL 32746
              


    



    
      	 
	With
              a copy to: 


    



    
      	 
	Herrick,
              Feinstein LLP 
2 Park Avenue
New York, New York
              10016
Attention: Daniel Etna 


    



    
      	 
	 
	7.5.2
	 
              	A
              Party may change its address by notice to the other Parties
              pursuant to this Section 7.5.2. Notice shall be deemed given on the
              date of delivery, in the case of personal delivery or telecopy, or
              on the
              delivery or refusal date, as specified on the return receipt, in the
              case
              of overnight courier or registered or certified mail.



    



    
      	Section
              7.6	Laws
              of the State of
              Florida


    



    
      	 
	 
	7.6.1
	 
              	 This
              Purchase Agreement shall be construed, interpreted, and
              the rights of the Parties determined in accordance with, the laws of
              the
              State of Florida. Provided however, the law of the state of incorporation
              or organization of the respective parties to this Agreement shall govern
              matters of law concerning the internal affairs of any corporate or
              partnership entity which is a party to or the subject of this Purchase
              Agreement. 


    



    
      	Section
              7.7	Entire
              Agreement; Amendments and Waivers.
              


    



    
      	 
	 
	7.7.1
	 
              	This
              Purchase Agreement, together with the other Transaction
              Documents and all Exhibits and Schedules hereto and thereto, constitutes
              the entire agreement between the Parties pertaining to the subject
              matter
              hereof and supersedes all prior and Contemporaneous agreements,
              understandings, negotiations and discussions, whether oral or written,
              of
              the Parties, and there are no warranties, representations or other
              agreements between the Parties in connection with the subject matter
              hereof. 


    



    
      	 
	 
	7.7.2
	 
              	  No
              supplement, modification or waiver of this Purchase
              Agreement shall be binding unless it shall be specifically designated
              to
              be a supplement, modification or waiver of this Purchase Agreement
              and
              shall be executed in writing by the party to be bound thereby. No waiver
              of any of the provisions of this 


    



    28


    
    


    


    
      	 
	Purchase
              Agreement shall be binding unless executed in writing by
              the party to be bound thereby. No waiver of any of the provisions of
              this
              Purchase Agreement shall be deemed or shall constitute a waiver of
              any
              other provision hereof (whether or not similar), nor shall such waiver
              constitute a continuing waiver unless otherwise expressly provided.
              


    



    
      	Section
              7.8	Attorneys’
Fees.



    



    
      	 
	Except
              as otherwise specifically provided herein, if any action or
              proceeding is brought by any party with respect to this Purchase Agreement
              or the other Transaction Documents, or with respect to the interpretation,
              enforcement or breach hereof, the prevailing party in such action shall
              be
              entitled to an award of all reasonable costs of litigation or arbitration,
              including, without limitation, reasonable attorneys’ fees to be paid by
              the losing party, in such amounts as may be determined by (i) the
              arbitrators deciding such action or proceeding or (ii) court having
              jurisdiction of such action or proceeding.



    



    
      	Section
              7.9	Further
              Assurances. 


    



    
      	 
	From
              time to time hereafter and without further consideration, each
              of the Parties hereto shall execute and deliver such additional or
              further
              instruments of conveyance, assignment and transfer and take such actions
              as any of the other Parties hereto may reasonably request in order
              to more
              effectively consummate the transactions Contemplated by the Transaction
              Documents or as shall be reasonably necessary or appropriate in connection
              with the carrying out of the Parties’ respective obligations hereunder or
              the purposes of this Purchase Agreement.



    



    
      	Section
              7.10	Announcements
              and Press Releases.



    



    
      	 
	Any
              press releases or any other public announcements concerning
              this Purchase Agreement or the other Transaction Documents shall be
              approved by Purchaser and Seller; provided, however, that if any Party
              reasonably believes that it has a legal obligation to make a press
              release
              and the consent of the other Party cannot be obtained, then the release
              may be made without such approval. 


    



    
      	Section
 7.11
	Assignment.
              Except as otherwise provided in Section 5.5.,
              neither Party may assign this Purchase Agreement without the prior
              written
              consent of the other Party; provided, however, that the Purchaser may
              assign this Purchase Agreement to a corporation, partnership or other
              business entity under common control with the Purchaser.
              


    



    
      	Section
              7.12 	No
              Tax Representations.



    



    29


    
    


    


    
      	 
	Each
              Party acknowledges that it is relying solely on its advisors
              to determine the tax consequences of the transactions and arrangements
              Contemplated by the Transaction Documents and that no representation
              or
              warranty has been made by any Party as to the tax consequences of such
              transactions and arrangements. 


    



    
      	Section
              7.13 	Multiple
              Counterparts. 


    



    
      	 
	This
              Purchase Agreement may be executed in one or more
              counterparts, each of which shall be deemed an original, but all of
              which
              together shall constitute one and the same instrument.
              


    



    
      	Section
              7.14 	Headings.



    



    
      	 
	The
              headings of the several Articles and Sections herein are
              inserted for convenience of reference only and are not intended to
              be a
              part of or to affect the meaning or interpretation of this Purchase
              Agreement. 


    



    
      	Section
              7.15 	Severability.



    



    
      	 
	Each
              article, section, subsection and lesser section of this
              Purchase Agreement constitutes a separate and distinct undertaking,
              covenant or provision hereof. In the event that any provision of this
              Purchase Agreement shall finally be determined to be unlawful, such
              provision shall be deemed severed from this Purchase Agreement, but
              every
              other provision of this Purchase Agreement shall remain in full force
              and
              effect. 


    



    
      	Section
              7.16	“Knowledge,”
etc.


    



    
      	 
	“To
              the knowledge,” “to the best knowledge,” or any similar phrase
              shall be deemed to refer , in the case of the Seller, the knowledge
              of all
              of their directors and officers, and, in the case of the Purchaser,
              knowledge of all of their employees, directors and officers. An individual
              will be deemed to have “knowledge” of a particular fact or matter if: (a)
              such individual is actually aware of such fact or matter or (b) a prudent
              individual could be expected to discover or otherwise become aware
              of such
              fact or matter in the course of conducting a reasonably comprehensive
              investigation concerning the existence of such fact or matter.
              


    



            IN WITNESS
      WHEREOF, the
      undersigned have caused this Purchase Agreement to be duly executed as of the
      date first above written. 


    
      	 
	John
              R. Kingsley, M.D.,
              P.C.




    



    
      	 
	By: /s/ John
              R. Kingsley, M.D.
John R.
              Kingsley, M.D.
President 


    




    
      	 
	Vein
              Associates of America, Inc.



    




    
      	 
	By: /s/ Eric
              Luetkemeyer
Name: Eric
              Luetkemeyer
Title: President


    



    31


    
    


    


    EXHIBIT
      A 
DEFINITIONS 


    
      	1.
	 
              	Assets.
              All of the assets owned by Seller’s vein practice,
              of every kind, character and description, whether tangible or intangible,
              whether real, personal, or mixed, and wherever located, whether carried
              on
              the books of Seller or not carried on the books of Seller due to having
              been expensed, fully depreciated, or otherwise, including without
              limitation the following: 


    



    
      	(a)
	 
              	
              Inventory
                and medical supplies;


            


    



    
      	(b)
	 
              	
              Contracts,
                including without limitation the contracts relating to
                telephone numbers and Yellow Page advertising and other Contracts
                described in Exhibit 3, Schedule 2.2(a)(2);
                

            


    



    
      	(c)
	 
              	
              Tangible
                Personal Property, except that property that is
                specifically excluded from this Agreement in Exhibit 2, Schedule
                2.1(c).


            


    



    
      	(d)
	 
              	
              Business
                Records, whether such Business Records are in hard copy
                form or are electronically or magnetically stored, including but
                not
                limited to the names, addresses and phone numbers of patients;
                

            


    



    
      	(e)
	 
              	
              Licenses;


            


    



    
      	(f)
	 
              	
              Intellectual
                Property, including internet domain names;
                

            


    



    
      	(g)
	 
              	
              All
                of Seller’s right, title and interest in, to and under all
                telephone numbers used in connection with Seller’s practice, including all
                extensions thereto; 

            


    



    
      	(h)
	 
              	
              All
                rights in, to and under all representations, warranties,
                covenants and guaranties made or provided by third parties to or
                for the
                benefit of Seller with respect to any of the Assets;
                

            


    



    
      	(i)
	 
              	
              Prepaid
                Items; 

            


    



    
      	(j)
	 
              	
              Any
                of Seller’s right, title and interest in, to or under, or
                possession of, all drugs, pharmaceuticals and other medical products;
                

            


    



    
      	(k)
	 
              	
              Any
                of Seller’s right, title and interest in and to records of
                identity, diagnosis, evaluation or treatment of patients;
                

            


    



    
      	(l)
	 
              	
              Any
                of Seller’s right, title and interest in, to and under
                insurance policies covering or relating to medical malpractice;
                

            


    



    
      	(m)
	 
              	
              Any
                franchises, licenses, permits, certificates, approvals and
                other governmental authorizations necessary or desirable to own and
                operate any of the Assets; 

            


    



    32

    
    


    


    
      	(n)
	 
              	
              Medical
                Contracts; 

            


    



    
      	(o)
	 
              	
              telephone
                numbers used at locations; and


            


    



    
      	(p)
	 
              	
              Any
                other assets which are not Excluded Assets and are used in the
                operation of the Business. 

            


    



    
      	2.
	 
              	Business
              Records. All books and records of Seller, including
              without limitation, all credit records, computer records, computer
              programs, contracts, agreements, operating manuals, schedules of assets,
              correspondence, books of account, files, papers, books and all other
              public and confidential business records.



    



    
      	3.
	 
              	Code.
              The Internal Revenue Code of 1986, as amended.
              


    



    
      	4.
	 
              	Contracts.
              All of Seller’s rights in, to and under all
              contracts, agreements, real property and equipment leases, insurance
              policies, purchase orders and commitments.



    



    
      	5.
	 
              	Encumbrance.
              Any lien, pledge, mortgage, security interest,
              claim, charge or any other encumbrance, right or claim of any kind
              whatsoever. 


    



    
      	6.
	 
              	ERISA.
              The Employee Retirement Income Security Act of 1974,
              as amended.


    



    
      	7.
	 
              	Governmental
              Authority. Any foreign, United States, state,
              local or other governmental authority, regulatory body, arbitration
              panel,
              court or tribunal. 


    



    
      	8.
	 
              	Intellectual
              Property. All (i) United States and foreign
              patents, patent applications, trademarks, trademark applications and
              registrations, service marks, service mark applications and registrations,
              copyrights, copyright applications and registrations and trade names
              of
              Seller; (ii) proprietary data and technical, manufacturing know-how
              and
              information (and all materials embodying such information) of Seller;
              (iii) developments, discoveries, inventions, ideas and trade secrets
              of
              Seller; and (iv) rights to sue for past infringement.



    



    
      	9.
	 
              	Inventory.
              All stock, supplies (medical and office) and
              inventories of retail product in a condition suitable for resale.
              


    



    
      	10.
	 
              	Liability.
              Any liability (whether known or unknown, whether
              asserted or unasserted, whether absolute or contingent, whether accrued
              or
              unaccrued, whether liquidated or unliquidated, and whether due or to
              become due), including any liability for Taxes.



    



    
      	11.
	 
              	Licenses.
              All franchises, licenses, permits, certificates,
              approvals and other governmental authorizations necessary to own and
              operate any of the Assets. 
	 	 	 
	
              12.
 	 	
              Material
                Adverse Change
                or
                Material
                Adverse Effect.
                Any event, change or effect that is materially adverse to the financial
                condition, assets, business or results of 

              operations
                of such entity or entities (taken as a whole) or series of changes
                aggregated as a whole in excess of Twenty Five Thousand Dollars ($25,000).
                

            


    


    32


    
      	
              13.
                

            	 	
              Medical
                Contracts.
                Any of Seller’s right, title or interest in, to or under any contract or
                agreement that requires performance by a licensed health care provider
                under federal or applicable state law.


            


    

     

    
      	
              14.
                

            	 	
              Person.
                Any corporation, partnership, joint venture, Purchaser, syndicate,
                organization, association, trust, entity, natural person, or any
                other
                type of entity. 

            


    

     

    
      	
              15.
                

            	 	
              Personal
                Property Leases.
                All of Seller’s rights in, to and under all leases of supplies,
                instruments, equipment, furniture, machinery and other items of tangible
                personal property. 

            


    

     

    
      	
              16.
                

            	 	
              Prepaid
                Items.
                All of Seller’s prepaid expenses, prepaid insurance, deposits and other
                similar items. 

            


    

     

    
      	
              17.
                

            	 	
              Purchase
                Agreement.
                This Purchase Agreement, as amended from time to time.
                

            


    

     

    
      	
              18.
                

            	 	
              Tangible
                Personal Property.
                All tangible personal property (including supplies, instruments,
                equipment, furniture and machinery) owned by Seller
                

            


    

     

    
      	
              19.
                

            	 	
              Transaction
                Documents.
                This Purchase Agreement and each other document and instrument executed
                and delivered at the Closing. 

            


    

     

    END
      OF
      EXHIBIT A 

     

    33