EXECUTION
      VERSION


     

    STOCK
      PURCHASE AGREEMENT

     

    Dated
      as
      of October 31, 2008

     

    Between

     

    PACER
      HOLDINGS OF LOUISANA, INC.

     

    and

     

    RURAL
      HEALTHCARE DEVELOPERS OF LOUISIANA, LLC

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      EXECUTION
        VERSION

    


    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT
      (this
“Agreement”)
      is
      dated as of October 31, 2008, by and between PACER
      HOLDINGS OF LOUISIANA, INC.,
      a
      Florida corporation (“Seller”)
      and
      Rural Healthcare Developers of Louisiana, LLC, a Mississippi limited liability
      company (“Buyer”).

     

    PRELIMINARY
      STATEMENT

     

    Seller
      is
      owner, beneficially and of record, of all of the issued and outstanding capital
      stock of Pacer Health Management Corporation, a Louisiana corporation
      (“PHMC”)
      and
      Pacer Psychiatry, Inc., a Louisiana Corporation (“PPI”
and
      collectively with PHMC, the “Companies”).
      Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
      all
      of the capital stock of the Companies on the terms and subject to the conditions
      set forth herein.

     

    Accordingly,
      in consideration of the mutual agreements hereinafter set forth, Buyer and
      Seller agree as follows:

     

    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

     

    Section
      1.1 In
      this
      Agreement, the following terms have the meanings specified or referred to in
      this Section
      1.1
      and
      shall be equally applicable to both the singular and plural forms.

     

    “Affiliate”
means,
      with respect to any Person, any other Person which directly or indirectly
      controls, is controlled by or is under common control with such Person; provided
      that the Companies shall not be deemed an Affiliate of Seller.

     

    “Buyer”
has
      the
      meaning specified in the first paragraph of this Agreement.

     

    “Buyer
      Ancillary Agreements”
means
      all agreements, instruments and documents being or to be executed and delivered
      by Buyer under this Agreement or in connection herewith.

     

    “Claim
      Notice”
has
      the
      meaning specified in Section
      8.3.

     

    “Closing”
means
      the closing of the transfer of the Shares from Seller to Buyer.

     

    “Closing
      Date”
has
      the
      meaning specified in Section
      3.1.

     

    “Companies”
has
      the
      meaning specified in the Preliminary Statement of this Agreement.

     

    “Court
      Order”
means
      any judgment, order, award or decree of any foreign, federal, state, local
      or
      other court or tribunal and any award in any arbitration
      proceeding.

     

    “Encumbrance”
means
      any lien (statutory or other), claim, charge, security interest, mortgage,
      deed
      of trust, pledge, hypothecation, assignment, conditional sale or other title
      retention agreement, preference, priority or other security agreement or
      preferential arrangement of any kind or nature, and any easement, encroachment,
      covenant, restriction, right of way, defect in title or other encumbrance of
      any
      kind.

     

    
      
         

      

      
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    “Expenses”
means
      any and all expenses incurred in connection with investigating, defending or
      asserting any claim, action, suit or proceeding incident to any matter
      indemnified against hereunder (including court filing fees, court costs,
      arbitration fees or costs, witness fees, and reasonable fees and disbursements
      of legal counsel, investigators, expert witnesses, consultants, accountants
      and
      other professionals).

     

    “Governmental
      Body”
means
      any foreign, federal, state, local or other governmental authority or regulatory
      body.

     

    “Losses”
means
      any and all losses, costs, obligations, liabilities, settlement payments,
      awards, judgments, fines, penalties, damages, expenses, deficiencies or other
      charges.

     

    “Permitted
      Encumbrances”
means:
      (i) liens for taxes and other governmental charges and assessments arising
      in
      the ordinary course of business which are not yet due and payable, (ii) liens
      of
      landlords and liens of carriers, warehousemen, mechanics and materialmen and
      other like liens arising in the ordinary course of business for sums not yet
      due
      and payable and (iii) other liens or imperfections on property which are not
      material in amount, do not interfere with, and are not violated by, the
      consummation of the transactions contemplated by this Agreement, and do not
      impair the marketability of, or materially detract from the value of or
      materially impair the existing use of, the property affected by such lien or
      imperfection.

     

    “Person”
means
      any individual, corporation, partnership, joint venture, limited liability
      company, association, joint-stock company, trust, unincorporated organization
      or
      Governmental Body.

     

    “Purchase
      Price”
has
      the
      meaning specified in Section
      2.2.

     

    “Requirements
      of Laws”
means
      any foreign, federal, state and local laws, statutes, regulations, rules, codes
      or ordinances enacted, adopted, issued or promulgated by any Governmental Body
      (including those pertaining to electrical, building, zoning, subdivision, land
      use, environmental and occupational safety and health requirements) or common
      law.

     

    “Seller”
has
      the
      meaning specified in the first paragraph of this Agreement.

     

    “Seller
      Ancillary Agreements”
means
      all agreements, instruments and documents being or to be executed and delivered
      by Seller under this Agreement or in connection herewith.

     

    “Shares”
means
      all of the issued and outstanding shares of capital stock of PHMC, which
      consists of One Million (1,000,000) shares of common stock, par value
      $0.001 per
      share
      and all of the issued and outstanding shares of capital stock of PPI, which
      consists of One Million (1,000,000) shares of common stock, par value
      $0.001 per
      share.

     

    Section
      1.2 Interpretation.
      As used
      in this Agreement, the word “including” means without limitation, the word “or”
is not exclusive and the words “herein”, “hereof”, “hereby”, “hereto” and
“hereunder” refer to this Agreement as a whole. Unless the context otherwise
      requires, references herein: (i) to Articles, Sections, Exhibits and Schedules
      mean the Articles and Sections of and the Exhibits and Schedules attached to
      this Agreement; (ii) to an agreement, instrument or other document means such
      agreement, instrument or other document as amended, supplemented and modified
      from time to time to the extent permitted by the provisions thereof and by
      this
      Agreement; and (iii) to a statute means such statute as amended from time to
      time and includes any successor legislation thereto. The Schedules and Exhibits
      referred to herein shall be construed with and as an integral part of this
      Agreement to the same extent as if they were set forth verbatim herein. Titles
      to Articles and headings of Sections are inserted for convenience of reference
      only and shall not be deemed a part of or to affect meaning or interpretation
      of
      this Agreement. References herein to the knowledge of a party or matters or
      information known to a party mean the actual knowledge or conscious awareness
      of
      the Chief Executive Officer and/or Chief Financial Officer of such
      party.

     

    
      
         

      

      
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    ARTICLE
      2

    PURCHASE
      AND SALE OF SHARES; PURCHASE PRICE

     

    Section
      2.1 Purchase
      and Sale of Shares.
      Upon
      the terms and subject to the conditions of this Agreement, on the Closing Date,
      Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer
      shall purchase from Seller, the Shares, free and clear of all Encumbrances
      (except for Permitted Encumbrances).

     

    Section
      2.2 Purchase
      Price.
      The
      purchase price for the Shares (the “Purchase
      Price”)
      shall
      be the assumption by the Buyer of all of those liabilities, known and unknown,
      of Seller relating to the Companies (the “Assumed
      Liabilities”).
      The
      Buyer hereby acknowledges and agrees that at Closing, the Companies shall have
      a
      balance in all of the Companies’ bank accounts, collectively, of three hundred
      thousand dollars ($300,000). 

     

    ARTICLE
      3

    CLOSING

     

    Section
      3.1 Closing
      Date.
      The
      Closing shall take place at 5:00 P.M., local time, on October 31, 2008, or
      such
      later date as may be agreed upon by Buyer and Seller after the conditions set
      forth herein have been satisfied, via facsimile or at such place or at such
      other time as shall be agreed upon by Buyer and Seller. The time and date on
      which the Closing is actually held are sometimes referred to herein as the
      “Closing
      Date”.
      

     

    Section
      3.2 Payment
      of Purchase Price; Delivery of Shares.
      Subject
      to fulfillment or waiver of the conditions set forth in Section
      7.1,
      at the
      Closing Buyer shall pay to the Seller the Purchase Price and, subject to
      fulfillment or waiver of the conditions set forth in Section
      7.2,
      Seller
      shall deliver to Buyer a stock certificate representing the Shares, accompanied
      by a duly executed and witnessed stock power transferring the Shares to
      Buyer.

     

    Section
      3.3 Buyer’s
      Additional Deliveries.
      Subject
      to fulfillment or waiver of the conditions set forth in Section
      7.1,
      at the
      Closing, Buyer shall deliver to Seller all the following:

     

    (a) Copy
      of
      Buyer’s Certificate of Formation certified as of a recent date by the Secretary
      of State of the State of Mississippi;

     

    
      
         

      

      
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    (b) Copy
      of
      Buyer’s Operating Agreement in effect as of the Closing Date;

     

    (c) Certificate
      of good standing of Buyer issued as of a recent date by the Secretary of State
      of the State of Mississippi;

     

    (d) Certificate
      of the manager or managing member of Buyer, dated the Closing Date, in form
      and
      substance reasonably satisfactory to Seller, as to (i) no amendments to the
      Certificate of Formation of Buyer since the date of such document as delivered
      in accordance with Section 3.3(a) herein above; (ii) no amendments to the
      Operating Agreement since the date of such document as delivered in accordance
      with Section 3.3(b) herein above; (iii) the resolutions of the manager or
      managing member of Buyer authorizing the execution and performance of this
      Agreement and the transactions contemplated hereby; and (iv) incumbency and
      signatures of the officers of Buyer executing this Agreement and any Buyer
      Ancillary Agreement; and

     

    (e) The
      certificate contemplated by Section
      7.2(a),
      duly
      executed by an authorized officer of Buyer.

     

    Section
      3.4 Seller’s
      Deliveries.
      Subject
      to fulfillment or waiver of the conditions set forth in Section
      7.2,
      at
      Closing, Seller shall deliver to Buyer all the following:

     

    (a) Copy
      of
      the Certificate of Incorporation of Seller certified as of a recent date by
      the
      Secretary of State of the State of Florida;

     

    (b) Certificate
      of good standing of Seller issued as of a recent date by the Secretary of State
      of the State of Florida;

     

    (c) Copies
      of
      the Certificate of Incorporation of the Companies certified as of a recent
      date
      by the Secretary of State of the State of Louisiana, the Bylaws of the Companies
      and the stock ledgers of the Companies;

     

    (d) Certificate
      of good standing of the Companies issued as of a recent date by the Secretary
      of
      State of the State of Louisiana;

     

    (e) Certificate
      of the Secretary of Seller, dated the Closing Date, in form and substance
      reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate
      of
      Incorporation of Seller since the date of such document as delivered in
      accordance with Section 3.4(a) herein above; (ii) no amendments to the
      Certificates of Incorporation or the Bylaws of the Companies since the dates
      of
      such documents as delivered in accordance with Section 3.4(c) herein above;
      (iii) the resolutions of the Board of Directors of Seller authorizing the
      execution and performance of this Agreement and the transactions contemplated
      hereby; and (iv) incumbency and signatures of the officers of Seller executing
      this Agreement or any Seller Ancillary Agreement;

     

    (f) All
      approvals, consents or authorizations obtained by Seller and/or the Companies
      with respect to the consummation of the transactions contemplated by this
      Agreement, including, without limitation, those set forth on Schedule
      4.2(b)
      hereto;


     

    
      
         

      

      
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    (g) The
      certificate contemplated by Section
      7.1(a),
      duly
      executed by an authorized officer of Seller; and

     

    (h) A
      signed
      resignation by each of the directors and officers of the Companies.

     

    ARTICLE
      4

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    As
      an
      inducement to Buyer to enter into this Agreement and to consummate the
      transactions contemplated hereby, Seller represents and warrants to Buyer and
      agrees only as follows:

     

    Section
      4.1 Organization
      of Seller.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Florida and has full corporate power and authority to
      own
      or lease and to operate and use its properties and assets and to carry on its
      business as now conducted.

     

    Section
      4.2 Authority
      of Seller.
      Seller
      has full power and authority to execute, deliver and perform this Agreement
      and
      all of the Seller Ancillary Agreements. The execution, delivery and performance
      of this Agreement and the Seller Ancillary Agreements by Seller have been duly
      authorized and approved by Seller’s board of directors and do not require any
      further authorization or consent of Seller or its stockholders. This Agreement
      has been duly authorized, executed and delivered by Seller and is the legal,
      valid and binding agreement of Seller enforceable in accordance with its terms,
      and each of the Seller Ancillary Agreements has been duly authorized by Seller
      and upon execution and delivery by Seller will be a legal, valid and binding
      obligation of Seller enforceable in accordance with its terms.

     

    Neither
      the execution and delivery of this Agreement or any Seller Ancillary Agreement
      or the consummation of any of the transactions contemplated hereby or thereby
      nor compliance with or fulfillment of the terms, conditions and provisions
      hereof or thereof will:

     

    (a) conflict
      with, result in a breach of the terms, conditions or provisions of, or
      constitute a default, an event of default or an event creating rights of
      acceleration, termination or cancellation or a loss of rights under (1) the
      Certificate of Incorporation or Bylaws of Seller, (2) any material note,
      instrument, agreement, mortgage, lease, license, franchise, permit or other
      authorization, right, restriction or obligation to which Seller is a party
      or
      any of its properties is subject or by which Seller is bound, (3) any Court
      Order to which Seller is a party or by which it is bound or (4) any Requirements
      of Laws affecting Seller; or

     

    (b) require
      the approval, consent, authorization or act of, or the making by Seller of
      any
      declaration, filing or registration with, any Person, except as set forth on
      Schedule
      4.2(b)
      attached
      hereto.

     

    Section
      4.3 Organization
      and Capital Structure of the Companies.

     

    (a) The
      Companies are corporations duly organized, validly existing and in good standing
      under the laws of the State of Louisiana. The Companies have full power and
      authority to own or lease and to operate and use their properties and assets
      and
      to carry on their business as now conducted.

     

    
      
         

      

      
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    (b) The
      authorized capital stock of PHMC consists of 1,000,000 shares
      of
      common stock, par value $0.001 per share and the authorized capital stock of
      PPI
      consists of 1,000,000 shares
      of
      common stock, par value $0.001 per share (“PHL
      Common Stock”),
      of
      which 100 shares are issued and outstanding for PHMA and 100 shares are issued
      and outstanding for PPI and 999,900 shares are unissued and not reserved for
      any
      purpose in the Companies. Except for this Agreement, there are no agreements,
      arrangements, options, warrants, calls, rights or commitments of any character
      relating to the issuance, sale, purchase or redemption of any shares of capital
      stock of the Companies. No holder of PHL Common Stock has any preemptive, stock
      purchase or other rights to acquire PHL Common Stock. All of the outstanding
      shares of the PHL Common Stock are validly issued, fully paid and nonassessable
      and were not issued in violation of any preemptive or similar rights. Seller
      is
      the record and beneficial owner of all of the shares of PHL Common Stock. All
      of
      such shares of PHL Common Stock are so owned free from all Encumbrances of
      any
      kind, except Permitted Encumbrances. 

     

    (c) True
      and
      complete copies of the Certificates of Incorporation and all amendments thereto,
      of the Bylaws, as amended to date, and of the stock ledgers of the Companies
      and
      each of its subsidiaries have been delivered to Buyer.

     

    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    As
      an
      inducement to Seller to enter into this Agreement and to consummate the
      transactions contemplated hereby, Buyer hereby represents and warrants to Seller
      and agrees as follows:

     

    Section
      5.1 Organization
      of Buyer.
      Buyer
      is a limited liability company duly organized, validly existing and in good
      standing under the laws of the State of Mississippi and has full power and
      authority to own or lease and to operate and use its properties and assets
      and
      to carry on its business as now conducted.

     

    Section
      5.2 Authority
      of Buyer.
      Buyer
      has full power and authority to execute, deliver and perform this Agreement
      and
      all of the Buyer Ancillary Agreements. The execution, delivery and performance
      of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly
      authorized and approved by Buyer’s manager or managing member and do not require
      any further authorization or consent of Buyer or its members. This Agreement
      has
      been duly authorized, executed and delivered by Buyer and is the legal, valid
      and binding agreement of Buyer enforceable in accordance with its terms, and
      each of the Buyer Ancillary Agreements has been duly authorized by Buyer and
      upon execution and delivery by Buyer will be a legal, valid and binding
      obligation of Buyer enforceable in accordance with its terms.

     

    Neither
      the execution and delivery of this Agreement or any of the Buyer Ancillary
      Agreements or the consummation of any of the transactions contemplated hereby
      or
      thereby nor compliance with or fulfillment of the terms, conditions and
      provisions hereof or thereof will:

     

    
      
         

      

      
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    (a) conflict
      with, result in a breach of the terms, conditions or provisions of, or
      constitute a default, an event of default or an event creating rights of
      acceleration, termination or cancellation or a loss of rights under (1) the
      Certificate of Formation or the Operating Agreement of Buyer, (2) any material
      note, instrument, agreement, mortgage, lease, license, franchise, permit or
      other authorization, right, restriction or obligation to which Buyer is a party
      or any of its properties is subject or by which Buyer is bound, (3) any Court
      Order to which Buyer is a party or by which it is bound or (4) any Requirements
      of Laws affecting Buyer; or

     

    (b) require
      the approval, consent, authorization or act of, or the making by Buyer of any
      declaration, filing or registration with, any Person.

     

    Section
      5.3 No
      Finder.
      Neither
      Buyer nor any Person acting on its behalf has paid or become obligated to pay
      any fee or commission to any broker, finder or intermediary for or on account
      of
      the transactions contemplated by this Agreement.

     

    Section
      5.4 Investment
      Representation.
      The
      Shares are being acquired by Buyer for its own account for investment, and
      not
      with a view to the sale or distribution of any part thereof without registration
      under the Securities Act of 1933, as amended or pursuant to an applicable
      exemption therefrom.

     

    ARTICLE
      6

    ADDITIONAL
      AGREEMENTS

     

    Section
      6.1 Covenant
      Not to Compete or Solicit Business.

     

    (a) In
      furtherance of the sale of the Shares to Buyer hereunder and more effectively
      to
      protect the value and goodwill of the assets and business of the Companies,
      Seller covenants and agrees that, for a period ending on the one (1) year
      anniversary of the Closing Date, neither Seller nor any of its Affiliates will
      directly or indirectly (whether as principal, agent, independent contractor,
      partner or otherwise) own, manage, operate, control, participate in, perform
      services for, or otherwise carry on, a business materially similar to or
      directly competitive with the business conducted by the Companies on the date
      hereof anywhere in Cameron Parish, Louisiana. 

     

    (b) In
      addition, Seller covenants and agrees that neither it nor any of its Affiliates
      will divulge or make use of any Trade Secrets or other confidential information
      of the Companies other than to disclose such secrets and information to Buyer
      or
      its Affiliates.

     

    (c) In
      the
      event Seller or any Affiliate of Seller violates any of its obligations under
      this Section
      6.1,
      Buyer
      or the Companies may proceed against it in law or in equity for such damages
      or
      other relief as a court may deem appropriate. 

     

    (d) It
      is the
      intent and understanding of each party hereto that if, in any action before
      any
      court or agency legally empowered to enforce this Section
      6.1,
      any
      term, restriction, covenant or promise in this Section
      6.1
      is found
      to be unreasonable and for that reason unenforceable, then such term,
      restriction, covenant or promise shall be deemed modified to the extent
      necessary to make it enforceable by such court or agency.

     

    
      
         

      

      
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    Section
      6.2 Access
      to Records after Closing.

     

    (a) For
      a
      period of seven (7) years after the Closing Date, Seller and its representatives
      shall have reasonable access to all of the books and records of the Companies
      to
      the extent that such access may reasonably be required by Seller in connection
      with matters relating to or affected by the operations of the Companies prior
      to
      the Closing Date. Such access shall be afforded by Buyer upon receipt of advance
      notice and during normal business hours. If Buyer shall desire to dispose of
      any
      of such books and records prior to the expiration of such seven-year period,
      Buyer shall, prior to such disposition, give Seller a reasonable opportunity
      to
      segregate and remove such books and records as Seller may select.

     

    Section
      6.3 Confidential
      Nature of Information.
      Each
      party agrees that it will treat in confidence all documents, materials and
      other
      information which it shall have obtained regarding the other party during the
      course of the negotiations leading to the consummation of the transactions
      contemplated hereby (whether obtained before or after the date of this
      Agreement), the investigation provided for herein and the preparation of this
      Agreement and other related documents, and, in the event the transactions
      contemplated hereby shall not be consummated, each party will return to the
      other party all copies of nonpublic documents and materials which have been
      furnished in connection therewith. Such documents, materials and information
      shall not be communicated to any third Person (other than, in the case of Buyer,
      to its counsel, accountants, financial advisors or lenders, and in the case
      of
      Seller, to its counsel, accountants or financial advisors). No Person shall
      use
      any confidential information in any manner whatsoever except solely for the
      purpose of evaluating the proposed purchase and sale of the Shares or the
      negotiation or enforcement of this Agreement or any agreement contemplated
      hereby; provided that after the Closing Buyer and the Companies may use or
      disclose any confidential information related to the Companies or its assets
      or
      business. The obligation of each party to treat such documents, materials and
      other information in confidence shall not apply to any information which (i)
      is
      or becomes lawfully available to such party from a source other than the
      furnishing party, (ii) is or becomes available to the public other than as
      a
      result of disclosure by such party or its agents, (iii) is required to be
      disclosed under applicable law or judicial process, but only to the extent
      it
      must be disclosed, or (iv) such party reasonably deems necessary to disclose
      to
      obtain any of the consents or approvals contemplated hereby.

     

    Section
      6.4 No
      Public Announcement.
      Neither
      Buyer nor Seller shall (nor shall Seller permit the Companies to), without
      the
      approval of the other, make any press release or other public announcement
      concerning the transactions contemplated by this Agreement, except as and to
      the
      extent that any such party shall be so obligated by law or the rules of any
      stock exchange or quotation system, in which case the other party shall be
      advised and the parties shall use their best efforts to cause a mutually
      agreeable release or announcement to be issued; provided that the foregoing
      shall not preclude communications or disclosures necessary to implement the
      provisions of this Agreement or to comply with the accounting and U.S.
      Securities and Exchange Commission disclosure obligations.

     

    Section
      6.5 Expenses.
      Each
      party hereto will pay all costs and expenses incident to its negotiation and
      preparation of this Agreement and to its performance and compliance with all
      agreements and conditions contained herein on its part to be performed or
      complied with, including the fees, expenses and disbursements of its counsel
      and
      accountants. All costs and expenses, if any, incurred by the Companies in
      connection with this Agreement and the transactions contemplated hereby,
      including the fees, expenses and disbursements of the Companies’ counsel and
      accountants, shall be paid by the Companies.

     

    
      
         

      

      
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    Section
      6.6 Right
      To Rescission; Limited Restriction on Transfer or Sale of Shares.
      

     

    (a) As
      partial consideration for the Purchase Price of the Shares, the parties hereto
      hereby agree that Seller shall have the right to rescind this Agreement by
      providing written notice of rescission to Buyer at any time within thirty-one
      (31) calendar days from the Closing Date. In consideration for such rescission,
      Seller shall be obligated to pay to Buyer One Hundred Fifty Thousand Dollars
      ($150,000) within ten (10) business days of such notice of rescission. Within
      two (2) calendar days following receipt of such consideration, Buyer shall
      deliver to Seller a stock certificate representing the Shares, accompanied
      by a
      duly executed and witnessed stock power transferring the Shares to the Seller.
      

     

    (b) Buyer
      shall not sell, transfer, assign, pledge, hypothecate or otherwise dispose
      of or
      encumber the Shares for so long as Seller has the right to rescind and receive
      back the Shares in accordance with Section 6.6(a) herein above.

     

    (c) In
      the
      event Buyer violates any of its obligations under this Section
      6.6,
      Seller
      may proceed against Buyer in law or in equity for such damages or other relief
      as a court may deem appropriate. Buyer acknowledges that a violation of this
      Section
      6.6
      may
      cause Seller or the Companies irreparable harm which may not be adequately
      compensated for by money damages. Buyer therefore agrees that in the event
      of
      any actual or threatened violation of this Section
      6.6,
      Seller
      shall be entitled, in addition to other remedies that it may have, to a
      temporary restraining order and to preliminary and final injunctive relief
      against Buyer to prevent any violations of this Section
      6.6,
      without
      the necessity of posting a bond. The prevailing party in any action commenced
      under this Section
      6.6
      shall
      also be entitled to receive reasonable attorneys’ fees and court
      costs.

     

    Section
      6.7 Name
      Change of the Companies.
      Buyer
      hereby agrees to change the name of the Companies by filing with the Secretary
      of State of Louisiana amendments to the Certificates of Incorporation of the
      Companies within five (5) business days from the Closing Date. Additionally,
      Buyer hereby agrees to forever discontinue the use of all trade marks, service
      marks, trade names, business names, domain names, logos, websites and trading
      indicia owned or used by the Companies or Seller with the names “Pacer” and
“Pacer Health” or any similar name that could have the effect of causing
      confusion with the aforementioned names.

     

    Section
      6.8 Termination
      of All Guarantees.
      Buyer
      hereby acknowledges and agrees that by virtue of Buyer assuming all of the
      Assumed Liabilities hereunder, any and all contracts, leases, notes, mortgages
      and agreements or other instruments, whether known or unknown or oral or
      written, whereby Seller has guaranteed, in full or in part, any obligation
      of
      the Companies to any other party, shall be deemed to be cancelled and terminated
      with respect to Seller effective as of the Closing Date. Buyer agrees to
      promptly execute any and all instruments and to make any and all filings
      necessary in order to carry out the intent of this Section 6.8 and shall
      immediately notify Seller of all such required actions and immediately provide
      evidence of completion or satisfaction of all required actions in order to
      carry
      out the intent of this Section 6.8. The effect of this Section 6.8 shall be
      to
      relieve Seller of any and all guarantees owed by Seller to the Companies,
      whether known or unknown, oral or written.

     

    
      
         

      

      
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    Section
      6.9 Further
      Assurances.
      From
      time to time following the Closing, Seller shall execute and deliver, or cause
      to be executed and delivered, to the Companies such other bills of sale, deeds,
      endorsements, assignments and other instruments of conveyance and transfer
      as
      Buyer or the Companies may reasonably request or as may be otherwise necessary
      to more effectively convey and transfer to, and vest in, the Companies and
      put
      the Companies in possession of, any part of the assets or properties of the
      Companies not in its possession on the Closing Date.

     

    ARTICLE
      7

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF PARTIES

     

    Section
      7.1 Conditions
      to Buyer’s Obligations.
      The
      obligations of Buyer to purchase the Shares pursuant to this Agreement shall,
      at
      the option of Buyer, be subject to the satisfaction, on or prior to the Closing
      Date, of the following conditions:

     

    (a) Each
      of
      the representations and warranties of Seller contained or referred to herein
      shall be true and correct on the Closing Date as though made on the Closing
      Date, except for changes therein specifically permitted by this Agreement or
      resulting from any transaction expressly consented to in writing by Buyer,
      and
      there shall have been delivered to Buyer an Officer’s Certificate to such
      effect, dated the Closing Date, signed on behalf of Seller by an authorized
      officer of Seller, in addition to the other deliveries specified in Section
      3.4.

     

    (b) The
      parties shall have received all approvals and actions of or by all Governmental
      Bodies necessary to consummate the transactions contemplated hereby, which
      are
      required to be obtained by applicable Requirements of Laws.

     

    (c) Seller
      and the Companies shall have received all required approvals, consents, and
      authorizations to the transactions contemplated hereby from any Person to any
      instruments or other agreements to which Seller and/or the Companies is a party
      or by which Seller and/or the Companies or any of their assets or properties
      are
      affected.

     

    Section
      7.2 Conditions
      to Seller’s Obligations.
      The
      obligations of Seller to sell the Shares pursuant to this Agreement shall,
      at
      the option of Seller, be subject to the satisfaction, on or prior to the Closing
      Date, of the following conditions:

     

    (a) Each
      of
      the representations and warranties of Buyer contained or referred to in this
      Agreement shall be true and correct on the Closing Date as though made on the
      Closing Date, except for changes therein specifically permitted by this
      Agreement or resulting from any transaction expressly consented to in writing
      by
      Seller or any transaction contemplated by this Agreement; and there shall have
      been delivered to Seller an Officer’s Certificate to such effect, dated the
      Closing Date and signed on behalf of Buyer by an authorized officer of Buyer,
      in
      addition to the other deliveries specified in Section
      3.3.

     

    
      
         

      

      
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    (b) The
      parties shall have received all approvals and actions of or by all Governmental
      Bodies necessary to consummate the transactions contemplated hereby, which
      are
      required to be obtained by applicable Requirements of Laws.

     

    (c) Seller
      shall have transferred out all cash amounts from the Companies’ accounts so that
      the cash balance in all of the Companies’ bank accounts, collectively, equals
      $300,000 dollars ($300,000). 

     

    ARTICLE
      8

    INDEMNIFICATION

     

    Section
      8.1 Indemnification
      by Seller.
      

     

    (a) Seller
      agrees to indemnify and hold harmless Buyer from and against any and all Losses
      and Expenses incurred by Buyer up to $10,000 in
      connection with or arising from:

     

    (i) any
      breach by Seller of any of its covenants in this Agreement or in any Seller
      Ancillary Agreement;

     

    (ii) any
      failure of Seller to perform any of its obligations in this Agreement or in
      any
      Seller Ancillary Agreement; or

     

    (iii) any
      breach of any warranty or the inaccuracy of any representation of Seller
      contained or referred to in this Agreement or any certificate delivered by
      or on
      behalf of Seller pursuant hereto;

     

    provided
      that, without limitation of Seller’s indemnification obligations under clause
      (i) or (ii) of this subsection (a), Seller shall be required to indemnify and
      hold harmless under clause (iii) of this subsection with respect to Losses
      and
      Expenses incurred by Buyer as a result of inaccuracies only to the extent that
      the aggregate amount of such Losses and Expenses exceeds Ten Million Dollars
      ($10,000,000) and the parties further agree that in no event shall the Seller
      indemnify Buyer from any Losses or Expenses incurred in connection with any
      Medicare or environmental claims against the Companies or the Buyer.


     

    (b) The
      indemnification provided for in this Section
      8.1
      shall
      terminate six (6) months after the Closing Date (and no claims shall be made
      by
      any Buyer under this Section
      8.1
      thereafter). 

     

    (c) Seller
      shall not indemnify Buyer for any Losses or Expenses arising out of Seller
      exercising its right to rescind this Agreement in the manner set forth in
      Section 6.6 herein. 

     

    Section
      8.2 Indemnification
      by Buyer.

     

    (a) Buyer
      agrees to indemnify and hold harmless Seller from and against any and all Loss
      and Expense incurred by Seller up to $10,000 in
      connection with or arising from: 

     

    (i) any
      breach by Buyer of any of its covenants or agreements in this Agreement or
      in
      any Buyer Ancillary Agreement;

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (ii) any
      failure by Buyer to perform any of its obligations in this Agreement or in
      any
      Buyer Ancillary Agreement; or

     

    (iii) any
      breach of any warranty or the inaccuracy of any representation of Buyer
      contained or referred to in this Agreement or in any certificate delivered
      by or
      on behalf of Buyer pursuant hereto;

     

    provided
      that, without limitation of Buyer’s indemnification obligations under clauses
      (i) and (ii) of this subsection (a), Buyer shall be required to indemnify and
      hold harmless under clause (iii) of this subsection with respect to Loss and
      Expense incurred by Seller only to the extent that the aggregate amount of
      such
      Loss and Expense exceeds $10,000,000.

     

    (b) The
      indemnification provided for in this Section
      8.2
      shall
      terminate six (6) months after the Closing Date (and no claims shall be made
      by
      Seller under this Section
      8.2
      thereafter).

     

    Section
      8.3 Notice
      of Claims.

     

    (a) Any
      party
      seeking indemnification hereunder shall give to the party obligated to provide
      indemnification to such Indemnified Party (the “Indemnitor”)
      a
      notice (a “Claim
      Notice”)
      describing in reasonable detail the facts giving rise to any claim for
      indemnification hereunder and shall include in such Claim Notice (if then known)
      the amount or the method of computation of the amount of such claim, and a
      reference to the provision of this Agreement or any other agreement, document
      or
      instrument executed hereunder or in connection herewith upon which such claim
      is
      based; provided, that (i) a Claim Notice in respect of any action at law or
      suit
      in equity by or against a third Person as to which indemnification will be
      sought shall be given promptly after the action or suit is commenced; and (ii)
      failure to give such notice shall not relieve the Indemnitor of its obligations
      hereunder except to the extent it shall have been prejudiced by such
      failure.

     

    (b) After
      the
      giving of any Claim Notice pursuant hereto, the amount of indemnification to
      which an Indemnified Party shall be entitled under this Article
      VIII
      shall be
      determined: (i) by the written agreement between the Indemnified Party and
      the
      Indemnitor; (ii) by a final judgment or decree of any court of competent
      jurisdiction; or (iii) by any other means to which the Indemnified Party and
      the
      Indemnitor shall agree. The judgment or decree of a court shall be deemed final
      when the time for appeal, if any, shall have expired and no appeal shall have
      been taken or when all appeals taken shall have been finally determined. The
      Indemnified Party shall have the burden of proof in establishing the amount
      of
      Loss and Expense suffered by it.

     

    Section
      8.4 Third
      Person Claims.

     

    (a) Subject
      to Section
      8.4(b),
      the
      Indemnified Party shall have the right to conduct and control, through counsel
      of its choosing, the defense, compromise or settlement of any third Person
      claim, action or suit against such Indemnified Party as to which indemnification
      will be sought by any Indemnified Party from any Indemnitor hereunder, and
      in
      any such case the Indemnitor shall cooperate in connection therewith and shall
      furnish such records, information and testimony and attend such conferences,
      discovery proceedings, hearings, trials and appeals as may be reasonably
      requested by the Indemnified Party in connection therewith; provided, that
      (i)
      the Indemnitor may participate, through counsel chosen by it and at its own
      expense, in the defense of any such claim, action or suit as to which the
      Indemnified Party has so elected to conduct and control the defense thereof;
      and
      (ii) the Indemnified Party shall not, without the written consent of the
      Indemnitor (which written consent shall not be unreasonably withheld), pay,
      compromise or settle any such claim, action or suit, except that no such consent
      shall be required if, following a written request from the Indemnified Party,
      the Indemnitor shall fail, within fourteen (14) calendar days after the making
      of such request, to acknowledge and agree in writing that, if such claim, action
      or suit shall be adversely determined, such Indemnitor has an obligation to
      provide indemnification hereunder to such Indemnified Party. Notwithstanding
      the
      foregoing, the Indemnified Party shall have the right to pay, settle or
      compromise any such claim, action or suit without such consent, provided that
      in
      such event the Indemnified Party shall waive any right to indemnity therefor
      hereunder unless such consent is unreasonably withheld.

     

    
      
         

      

      
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      EXECUTION
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    (b) If
      any
      third Person claim, action or suit against any Indemnified Party is solely
      for
      money damages or, where Seller is the Indemnitor, will have no continuing effect
      in any material respect on the Companies or its businesses, assets or
      operations, then the Indemnitor shall have the right to conduct and control,
      through counsel of its choosing, the defense, compromise or settlement of any
      such third Person claim, action or suit against such Indemnified Party as to
      which indemnification will be sought by any Indemnified Party from any
      Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing
      that, if the same is adversely determined, the Indemnitor has an obligation
      to
      provide indemnification to the Indemnified Party in respect thereof, and in
      any
      such case the Indemnified Party shall cooperate in connection therewith and
      shall furnish such records, information and testimony and attend such
      conferences, discovery proceedings, hearings, trials and appeals as may be
      reasonably requested by the Indemnitor in connection therewith; provided that
      the Indemnified Party may participate, through counsel chosen by it and at
      its
      own expense, in the defense of any such claim, action or suit as to which the
      Indemnitor has so elected to conduct and control the defense thereof.
      Notwithstanding the foregoing, the Indemnified Party shall have the right to
      pay, settle or compromise any such claim, action or suit, provided that in
      such
      event the Indemnified Party shall waive any right to indemnity therefor
      hereunder unless the Indemnified Party shall have sought the consent of the
      Indemnitor to such payment, settlement or compromise and such consent was
      unreasonably withheld, in which event no claim for indemnity therefor hereunder
      shall be waived.

     

    ARTICLE
      9

    GENERAL
      PROVISIONS

     

    Section
      9.1 Survival
      of Obligations.
      All
      representations, warranties, covenants, agreements and obligations contained
      in
      this Agreement shall survive the consummation of the transactions contemplated
      by this Agreement; provided, however, that, except as otherwise provided in
      Article
      VIII,
      the
      representations and warranties contained in Articles
      IV
      and
V
      shall
      terminate on the six (6) months anniversary of the Closing Date. Except as
      otherwise provided herein, no claim shall be made for the breach of any
      representation or warranty contained in Articles
      IV
      or
V
      or under
      any certificate delivered with respect thereto under this Agreement after the
      date on which such representations and warranties terminate as set forth in
      this.

     

    Section
      9.2 Notices.
      All
      notices or other communications required or permitted hereunder shall be in
      writing and shall be deemed given or delivered (i) when delivered personally,
      (ii) if transmitted by facsimile when confirmation of transmission is received,
      or (iii) if sent by registered or certified mail, return receipt requested,
      or
      by private courier when received; and shall be addressed as
      follows:

     

    (a) If
      to
      Seller, to:

     

    
      	
              Pacer
                Health Corporation

            
	
              15050
                NW 79th
                Court

              Suite
                201

              Miami
                Lakes, Florida 33016

            
	
              Attention:

            	
              Rainier
                Gonzalez

            
	
              Facsimile:

            	
              (305)
                828-2551

            
	
               

              with
                a copy to:

            
	
              K&L
                Gates LLP

            
	
              200
                S. Biscayne Boulevard, Suite 3900

            
	
              Miami,
                Florida 33131-2399

            
	
              Attention:

            	
              Clayton
                E. Parker, Esq.

            
	
              Facsimile:

            	
              (305)
                358-7095

            


    

     

    (b) If
      to
      Buyer (and if to the Company post-Closing), to: 

     

    
      	
              Rural
                Healthcare Developers of Louisiana, LLC

            
	 
	 
	
              Attention:

            	 
	
              Facsimile:

            	 
	
               

              with
                a copy to:

            
	 
	 
	 
	
              Attention:

            	 
	
              Facsimile:

            	 


    

     

    or
      to
      such other address as such party may indicate by a notice delivered to the
      other
      party hereto.

     

    Section
      9.3 Successors
      and Assigns.

     

    (a) Either
      party may assign any of its rights hereunder, but no such assignment shall
      relieve it of its obligations hereunder.

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (b) This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their successors and permitted assigns. The successors and permitted assigns
      hereunder shall include without limitation, in the case of Buyer, any permitted
      assignee as well as the successors in interest to such permitted assignee
      (whether by merger, liquidation (including successive mergers or liquidations)
      or otherwise). Nothing in this Agreement, expressed or implied, is intended
      or
      shall be construed to confer upon any Person other than the parties and
      successors and assigns permitted by this Section
      9.3
      any
      right, remedy or claim under or by reason of this Agreement.

     

    Section
      9.4 Entire
      Agreement; Amendments.
      This
      Agreement and the Exhibits and Schedules referred to herein and the documents
      delivered pursuant hereto contain the entire understanding of the parties hereto
      with regard to the subject matter contained herein or therein, and supersede
      all
      prior agreements, understandings or letters of intent between or among any
      of
      the parties hereto. This Agreement shall not be amended, modified or
      supplemented except by a written instrument signed by an authorized
      representative of each of the parties hereto.

     

    Section
      9.5 Waivers.
      Any
      term or provision of this
      Agreement may be waived, or the time for its performance may be extended, by
      the
      party or parties entitled to the benefit thereof. Any such waiver shall be
      validly and sufficiently given for the purposes of this Agreement if, as to
      any
      party, it is in writing signed by an authorized representative of such party.
      The failure of any party hereto to enforce at any time any provision of this
      Agreement shall not be construed to be a waiver of such provision, nor in any
      way to affect the validity of this Agreement or any part hereof or the right
      of
      any party thereafter to enforce each and every such provision. No waiver of
      any
      breach of this Agreement shall be held to constitute a waiver of any other
      or
      subsequent breach.

     

    Section
      9.6 Partial
      Invalidity.
      Wherever possible, each provision hereof shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but in case any one or more
      of
      the provisions contained herein shall, for any reason, be held to be invalid,
      illegal or unenforceable in any respect, such provision shall be ineffective
      to
      the extent, but only to the extent, of such invalidity, illegality or
      unenforceability without invalidating the remainder of such provision or
      provisions or any other provisions hereof, unless such a construction would
      be
      unreasonable.

     

    Section
      9.7 Execution
      in Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      considered an original instrument, but all of which shall be considered one
      and
      the same agreement, and shall become binding when one or more counterparts
      have
      been signed by each of the parties hereto and delivered to each of Seller and
      Buyer.

     

    Section
      9.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws (as opposed to the conflicts of law provisions) of the State of
      Florida.

     

    Section
      9.9 Submission
      to Jurisdiction.
      Seller
      and Buyer hereby irrevocably submit in any suit, action or proceeding arising
      out of or related to this Agreement or any of the transactions contemplated
      hereby or thereby to the non-exclusive jurisdiction of the United States
      District Court in Miami, Florida and the jurisdiction of any court of the State
      of Florida located in Miami, Florida and waive any and all objections to
      jurisdiction that they may have under the laws of the State of Florida or the
      United States and any claim or objection that any such court is an inconvenient
      forum.

     

    
      
         

      

      
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      EXECUTION
        VERSION

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Stock Purchase Agreement to be executed the
      day
      and year first above written.

     

    
      	 	
              PACER
                HOLDINGS OF LOUISIANA, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                John Chi

            
	 	
              Name:

            	
              John
                Chi

            
	 	
              Title:

            	
              President

            


    

     

    
      	
              (Corporate
                Seal)

            	 
	ATTEST:	/s/
              Maria E. Denslow	 
	 	 	 
	
              Name:

            	
              Maria
                E. Denslow

            	 
	
              Title

            	
              Notary

            	 


    

     

    
      	 	
              
                RURAL
                  HEALTHCARE DEVELOPERS OF LOUISIANA,
                  LLC

              

            
	 	 	 
	 	
              By:

            	
              
                /s/
                  Ray R. Shoemaker

              

            
	 	
              Name:

            	
              
                Ray
                  R. Shoemaker

              

            
	 	
              Title:

            	
               

            


    

     

    
      	
              (Corporate
                Seal)

            	 
	ATTEST:	Authorized
              Notary	 
	 	 	 
	
              Name:

            	
              Authorized
                Notary

            	 
	
              Title

            	
              Notary

            	 


    

     

    
      
         

      

      
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      EXECUTION
        VERSION

    


    SCHEDULE
      4.2(b)

     

    Consent
      Agreement, dated October 31, 2008, by and between Pacer Health Corporation
      and
      YA Global Investments, L.P.

     

    
      
         

      

      
        -17-