ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT ("Agreement") is dated as of the ____ day of_____________, 2013, by and between _____________________, a _____ Corporation ("Buyer"), and _________________, a _________ Corporation ("Seller").

Background

Seller is in the business of providing _______________________ (“Business”).

Seller desires to sell certain assets of Seller's Business, and Buyer desires to purchase such assets, on the terms and conditions set forth in this Agreement.

Terms

In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, Seller and Buyer agree as follows:

PURCHASE AND SALE OF ASSETS.

Purchased Assets. On the Closing Date (as defined in Section 6.1), Seller will sell to Buyer, and Buyer will purchase from Seller, free and clear of all claims, liens and encumbrances, the following assets (the "Purchased Assets") related to Seller's Business:

Patient files of all current customers of the Business.

Client lists of Seller’s former Business customers who are no longer receiving services from Seller.

Excluded Assets. The following assets are excluded from the purchase and sale, and Seller will retain title to such assets:

All accounts receivable.

All rights to bill and collect from patients and third-party payors for services rendered before the Closing Date.