<SUBMISSION>
<ACCESSION-NUMBER>0000930413-08-005931
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20081007
<ITEMS>1.01
<ITEMS>2.03
<ITEMS>3.02
<ITEMS>5.02
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20081008
<DATE-OF-FILING-DATE-CHANGE>20081008
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>Assured Pharmacy, Inc.
<CIK>0001100592
<ASSIGNED-SIC>5912
<IRS-NUMBER>980233878
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-33165
<FILM-NUMBER>081114566
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>17935 SKY PARK CIRCLE
<STREET2>SUITE F
<CITY>IRVINE
<STATE>CA
<ZIP>92614
<PHONE>949-222-9971
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>17935 SKY PARK CIRCLE
<STREET2>SUITE F
<CITY>IRVINE
<STATE>CA
<ZIP>92614
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ERXSYS INC
<DATE-CHANGED>20030916
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>SURFORAMA COM INC
<DATE-CHANGED>20001128
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c55191_8k.htm
<TEXT>

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<P align="center">
<FONT size=2 face="serif">UNITED STATES </FONT><BR>
<FONT size=2 face="serif">SECURITIES AND EXCHANGE COMMISSION</FONT><BR>
<FONT size=2 face="serif">WASHINGTON, D.C. 20549 </FONT></P>
<P align="center">
<FONT size=2 face="serif">FORM 8-K</FONT><BR>
<FONT size=2 face="serif">CURRENT REPORT </FONT><BR>
<FONT size=2 face="serif">PURSUANT TO SECTION 13 OR 15(D) </FONT><BR>
<FONT size=2 face="serif">OF THE SECURITIES EXCHANGE ACT OF 1934</FONT></P>

<table width="100%" border="0" cellspacing="0" cellpadding="0">
  <tr>
    <td ><div align="center" style="border-bottom:1px solid #000000;margin-left:40%; margin-right:40%"><font size=2 face="serif">October 7, 2008</font></div></td>
  </tr>
  <tr>
    <td><div align="center"><font size=2 face="serif">Date of Report (Date of earliest event reported) </font></div></td>
  </tr>
</table>
<BR><BR>
<table width="100%" border="0" cellspacing="0" cellpadding="0">
  <tr>
    <td><div align="center" style="border-bottom:1px solid #000000;margin-left:30%; margin-right:30%"><font size=2 face="serif">ASSURED PHARMACY, INC. </font></div></td>
  </tr>
  <tr>
    <td><div align="center"><font size=2 face="serif">(Exact name of registrant as specified in its
    charter) </font></div></td>
  </tr>
</table>
<BR><BR>
<TABLE border=0 width=100% cellspacing=0 cellpadding=0>
<TR valign="bottom">
  <TD align=center width=33% nowrap>
    <div align="center" style="border-bottom:1px solid #000000;margin-left:100px; margin-right:100px"><FONT size=2 face="serif">Nevada</FONT></div></TD>
  <TD align=left width=33% nowrap>
    <div align="center" style="border-bottom:1px solid #000000;margin-left:100px; margin-right:100px"><FONT size=2 face="serif">000-33165</FONT></div></TD>
  <TD align=center width=33% nowrap>
    <div align="center" style="border-bottom:1px solid #000000;margin-left:100px; margin-right:100px"><FONT size=2 face="serif">98-0233878</FONT></div></TD>
</TR>

<TR valign="bottom">
  <TD align=center width=33% nowrap>
    <div align="center"><FONT size=2 face="serif">(State or other jurisdiction</FONT>&nbsp;      </div></TD>
  <TD align=left width=33% nowrap>
    <div align="center"><FONT size=2 face="serif">(Commission</FONT>&nbsp;      </div></TD>
  <TD align=center width=33% nowrap>
    <div align="center"><FONT size=2 face="serif">(IRS Employer</FONT>&nbsp;      </div></TD>
</TR>
<TR valign="bottom">
  <TD align=left width=33% nowrap>
    <div align="center"><FONT size=2 face="serif">of incorporation)</FONT>&nbsp;      </div></TD>
  <TD align=left width=33% nowrap>
    <div align="center"><FONT size=2 face="serif">File Number)</FONT>&nbsp;      </div></TD>
  <TD align=left width=33% nowrap>
    <div align="center"><FONT size=2 face="serif">Identification No.)</FONT>&nbsp;      </div></TD>
</TR>
</TABLE>
<BR><BR>

<table width="100%" border="0" cellspacing="0" cellpadding="0">
  <tr>
    <td><div align="center" style="border-bottom:1px solid #000000;margin-left:30%; margin-right:30%"><font size=2 face="serif">17935 Sky Park Circle, Suite F, Irvine, CA
    92614 </font></div></td>
  </tr>
  <tr>
    <td><div align="center"><font size=2 face="serif">(Address of principal executive offices) </font></div></td>
  </tr>
</table><BR><BR>
<table width="100%" border="0" cellspacing="0" cellpadding="0">
  <tr>
    <td><div align="center" style="border-bottom:1px solid #000000;margin-left:40%; margin-right:40%"><font size=2 face="serif">(949) 222-9971</font></div></td>
  </tr>
  <tr>
    <td><div align="center"><font size=2 face="serif">(Registrant&#146;s telephone
    number, including area code)</font></div></td>
  </tr>
</table><BR><BR>

<TABLE border=0 width=100% cellspacing=0 cellpadding=0>
<TR valign="bottom">
  <TD align=left nowrap style="border-top:0px solid #000000;">&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD align=left width=100% nowrap style="border-top:1px solid #000000;">
    <div align="center"><FONT size=2 face="serif">(Former name or former address, if changed since last report.)</FONT>&nbsp;      </div></TD>
</TR>
</TABLE>
<BR>
<P align="left">
<FONT size=2 face="serif">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</FONT></P>
<P align="left"><font face=WINGDINGS>o</font>&nbsp;&nbsp;<FONT size=2 face="serif">Written
    communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    </FONT></P>
<P align="left"><font face=WINGDINGS>o</font><FONT size=2 face="serif">&nbsp;&nbsp;Soliciting
    material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
    </FONT></P>
<P align="left"><font face=WINGDINGS>o</font><FONT size=2 face="serif">&nbsp;&nbsp;Pre-commencement
    communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
    -2(b)) </FONT></P>
<P align="left"><font face=WINGDINGS>o</font><FONT size=2 face="serif">&nbsp;&nbsp;Pre-commencement
    communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e
    -4(c)) </FONT></P>
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<P align="left">
<B><FONT size=2 face="serif">Item 1.01&nbsp;&nbsp;&nbsp;Entry into a Material Definitive
Agreement </FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">Item 2.03&nbsp;&nbsp;&nbsp;Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant</FONT></B><FONT size=2 face="serif"> </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Item 3.02&nbsp;&nbsp;&nbsp;Unregistered Sales of Equity Securities</FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">Item 5.02&nbsp;&nbsp;&nbsp;Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers </FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">Item 8.01&nbsp;&nbsp;&nbsp;Other Events</FONT></B></P>

<P align="left">
<B><FONT size=2 face="serif">Item 9.01&nbsp;&nbsp;&nbsp;Exhibits</FONT></B></P>


<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">References in this Form 8-K to the &#147;</FONT><I><FONT size=2 face="serif">Registrant</FONT></I><FONT size=2 face="serif">,&#148; the &#147;</FONT><I><FONT size=2 face="serif">Company</FONT></I><FONT size=2 face="serif">,&#148; &#147;</FONT><I><FONT size=2 face="serif">we</FONT></I><FONT size=2 face="serif">,&#148; &#147;</FONT><I><FONT size=2 face="serif">our</FONT></I><FONT size=2 face="serif">,&#148; and
&#147;</FONT><I><FONT size=2 face="serif">us</FONT></I><FONT size=2 face="serif">&#148; refer to Assured Pharmacy, Inc., a Nevada corporation.</FONT></P>
<P align="center">
<B><FONT size=2 face="serif">INTRODUCTION</FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT face="serif"> </FONT><FONT size=2 face="serif">On October 7, 2008, the
Company entered into a Securities Purchase Agreement (the &#147;Securities Purchase
Agreement&#148;) with APHY Holdings LLC, a Delaware limited liability company
 (&#147;APHY Holdings&#148;) formed by Enhanced Equity Fund, L.P. (&#147;EEF&#148;)
 for the purpose of this transaction, pursuant to which the Company will issue
 and sell, in a private placement pursuant to Section 4(2) of the Securities
 Act of 1933,  as amended, 11,235 shares of the Company&#146;s newly created
 Series A Convertible Preferred Stock, par value &#36;0.001 per share (the &#147;Series
 A Preferred Stock&#148;) and 75,000,001 shares of the Company&#146;s common
 stock, par value
&#36;0.001 per share (the &#147;Common Stock&#148;), to APHY Holdings for an
aggregate purchase price of &#36;12,000,000.01. As of September 30, 2008, the
Company had 56,606,113 issued and outstanding shares of Common Stock and 112,532,399
 outstanding shares of Common Stock on a fully diluted basis. Following the issuances
of common and preferred stock described above and other transactions and issuances
described below, the Company will have 131,606,114 issued and outstanding shares
of  Common Stock and approximately 2 billion outstanding shares of Common Stock
on a fully diluted basis. The Company intends to use the proceeds from the issuance
of the Series A Preferred Stock for general working capital purposes, to pay
down debt  and to pay fees related to the transaction.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The Series A Preferred Stock will be convertible into Common Stock at a conversion rate of &#36;0.0102 per share. The Company will also issue newly created shares of Series B Convertible Preferred Stock (the &#147;Series B
Preferred Stock&#148;), Series C Convertible Preferred Stock (the &#147;Series C Preferred Stock&#148;) and 10% promissory notes due 2010 in exchange for certain outstanding debentures of the Company currently held by certain of the Company&#146;s
directors, officers and their respective affiliates. The Series B and Series C Preferred Stock will be convertible into Common Stock at conversion rates of &#36;0.022 and &#36;0.038 per share, respectively. After accounting for these
recapitalization transactions and anticipated equity grants to be awarded at closing, APHY Holdings will own approximately 60% of the Company&#146;s outstanding equity on a fully diluted basis and will have effective control of the Company. APHY
Holdings will have the right to elect five directors, and the holders of the Series C Preferred Stock will have the right to elect one director to the Company&#146;s seven-member board of directors (the &#147;Board&#148;). The remaining director
will be independent. The Preferred Stock will pay a dividend of 10% per annum, and the holders will have certain liquidation preferences.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The closing of the proposed transactions (the &#147;Closing&#148;) is subject to various closing conditions, including certain regulatory approvals. The Company currently anticipates that the closing will occur prior to
October 31, 2008. </FONT></P>
<P align="center">
<FONT size=2 face="serif">2</FONT></P>

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<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The description of the Securities Purchase Agreement contained herein is qualified entirely by reference to the actual terms of the Securities Purchase Agreement, which is attached as an
exhibit to this Current Report.</FONT><B><FONT size=2 face="serif"> </FONT></B></P>
<P align="center">
<B><FONT size=2 face="serif">PROPOSED TRANSACTIONS</FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">Sale of Securities</FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The Securities Purchase Agreement provides for the sale to APHY Holdings of 11,235 shares of Series A Preferred Stock at a purchase price of &#36;1,000 per share, and 75,000,001 shares of Common Stock at a purchase price
of &#36;0.0102 per share, for an aggregate purchase price of &#36;12,000,000.01. At the initial conversion price of &#36;0.0102, if APHY Holdings were to convert all of the shares of Series A Preferred Stock into shares of Common Stock, APHY
Holdings would be the holder of approximately 1,175,000,000 shares of Common Stock, or approximately 60% of the Company&#146;s outstanding Common Stock on a fully diluted basis (after giving effect to the debt exchanges and equity grants described below). Even
if it does not convert, APHY Holdings will have the right to vote its Series A Preferred Stock on an as converted basis with the Common Stock as a single class. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The Securities Purchase Agreement provides that the Company will indemnify APHY Holdings and its affiliates against loses arising out of breaches of any of the Company&#146;s representations, warranties or covenants in the
Securities Purchase Agreement and certain actions instituted against APHY Holdings by stockholders of the Company. APHY Holdings will hold back &#36;1.2 million of the aggregate purchase price to secure such indemnification. Any remaining amount
under the hold back will be released to the Company 18 months after the Closing.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> Between the date of the execution of the Securities Purchase Agreement and the Closing, the Company must operate only in the ordinary course of its business and may not take actions outside the ordinary course of business
without the approval of APHY Holdings. In addition, the Securities Purchase Agreement restricts the Company, its affiliates and its representatives from soliciting or seeking any purchaser for any equity securities of the Company other than APHY
Holdings. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> At Closing, the Company will receive approximately &#36;10.8
million, excluding the payment of fees and expenses, in proceeds for the sale
of the Series A Preferred Stock and Common Stock pursuant to the Securities Purchase
Agreement. The Company is required to deposit such proceeds in a segregated account
and may not withdraw in excess of &#36;100,000
from such account without written approval of a member of the board of directors
appointed by APHY Holdings.  Halpern Capital will be paid &#36;400,000 and 10
million shares of Common Stock for its service to the Company as financial advisor
and  placement agent. Ladenburg Thalmann &amp; Co., Inc. (&#147;Ladenburg&#148;)
has been paid a retainer and is currently due the balance of its &#36;100,000
fee in connection with its rendering a fairness opinion to the Company. PH Management
Company,  LLC, an affiliate of APHY Holdings, will be paid a &#36;250,000 management
fee and the Company will pay the legal, accounting and third party due diligence
expenses and related out-of-pocket fees and expenses incurred by APHY Holdings
in connection  with the transaction. The remainder of the proceeds will be used
to pay the Company&#146;s transaction fees and for working capital. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The Closing is subject to certain conditions precedent, including, but not limited to, the debt exchanges described below, distribution of an information statement to the Company&#146;s stockholders and</FONT></P>
<P align="center">
<FONT size=2 face="serif">3</FONT></P>

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<P align="left">
<FONT size=2 face="serif">approval of the transaction by the California Board of Pharmacy.  The Company anticipates that the Closing will occur prior to October 31, 2008. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size=2 face="serif"> </FONT></B><FONT size=2 face="serif">The Company has discussed with APHY Holdings implementing a number of cost saving options following Closing, including, but not limited to, moving the Company&#146;s headquarters,
effecting a reverse stock split and deregistering the Company&#146;s Common Stock from its registration under the Securities Exchange Act of 1934.</FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Debt Exchanges and Repayments</FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> In connection with, and as a condition precedent to, the issuance and sale of the Series A Preferred Stock: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">Mosaic Capital Advisors, LLC (together with its affiliates, &#147;Mosaic&#148;) will exchange 18% Senior</FONT> <FONT size=2 face="serif">Unsecured Convertible Debentures of the Company (the &#147;Convertible
Debentures&#148;) in the</FONT> <FONT size=2 face="serif">aggregate principal amount of &#36;2,733,500 and certain unpaid fees in the amount of &#36;300,500 for</FONT> <FONT size=2 face="serif">3,034 shares of the Series B Preferred Stock. The
Series B Preferred Stock initial conversion</FONT> <FONT size=2 face="serif">price is &#36;0.022.<br>&nbsp;
</FONT></LI>
<LI>
<FONT size=2 face="serif">Mosaic will exchange indebtedness of the Company under Convertible Debentures and that</FONT> <FONT size=2 face="serif">certain Credit Agreement dated as of April 29, 2008 in the aggregate principal amount of</FONT> <FONT size=2 face="serif">&#36;2,000,000 for 2,000 shares of Series C Preferred Stock. The Series C Preferred Stock initial</FONT> <FONT size=2 face="serif">conversion price is &#36;0.038.<br>
&nbsp;</FONT></LI>
<LI>
<FONT size=2 face="serif">Certain holders of Convertible Debentures, and other promissory notes of the Company will</FONT> <FONT size=2 face="serif">exchange indebtedness of the Company in the aggregate principal amount of approximately</FONT> <FONT size=2 face="serif">&#36;1,476,000 for 10% Debentures in the same principal amount, which will mature on the second</FONT> <FONT size=2 face="serif">anniversary of the date of issuance (the &#147;New Debentures&#148;).</FONT><br>
&nbsp;</LI>
<LI>
<FONT size=2 face="serif">Robert DelVecchio, the Company&#146;s Chief Executive Officer, will exchange Convertible</FONT> <FONT size=2 face="serif">Debentures in the aggregate principal amount of &#36;250,000 for 250 shares of Series B
Preferred</FONT> <FONT size=2 face="serif">Stock.</FONT><br>
&nbsp;</LI>
<LI>
<FONT size=2 face="serif">Haresh Sheth, the Company&#146;s Chief Financial Officer, will exchange Convertible Debentures in</FONT> <FONT size=2 face="serif">the aggregate principal amount of &#36;350,000 for 350 shares of Series B Preferred
Stock.</FONT><br>
&nbsp;</LI>
<LI>
<FONT size=2 face="serif">The Company will use approximately &#36;1.9 million of the proceeds from the sale of the Series A</FONT> <FONT size=2 face="serif">Preferred Stock to repay in full Convertible Debentures and other promissory notes of
the</FONT> <FONT size=2 face="serif">Company held by certain other debtholders.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">As a result of these
debt exchanges and repayments, Mosaic will be the holder of approximately 206,300,000
shares or approximately 10% of the Company&#146;s Common Stock on an as-converted
and  fully diluted basis. In addition, the Company will have reduced its debt
from approximately &#36;6.7 million as of June 30, 2008 to approximately &#36;2.0
million at Closing. </FONT></P>
<P align="center">
<FONT size=2 face="serif">4</FONT></P>

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<P align="left">
<B><FONT size=2 face="serif">Certificate of Designations</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock of the Company
(the &#147;Certificate of Designations&#148;), which will be filed with the Secretary of State of the State of Nevada on or prior to the Closing pursuant to the Securities Purchase Agreement, provides the following rights and preferences to holders
of Preferred Stock: </FONT></P>
<UL>
<LI>
<B><FONT size=2 face="serif">Dividend </FONT></B><FONT size=2 face="serif">&#150; The Preferred Stock will pay a cumulative cash dividend of 10% per annum, which</FONT> <FONT size=2 face="serif">will accrue and accumulate daily until
paid.</FONT><br>
&nbsp;</LI>
<LI>
<B><FONT size=2 face="serif">Liquidation </FONT></B><FONT size=2 face="serif">&#150; The holders of Series A Preferred Stock will, upon certain liquidation events,</FONT> <FONT size=2 face="serif">receive preference in the distribution of the
Company&#146;s assets equal to the greater of (i) &#36;12</FONT> <FONT size=2 face="serif">million or (ii) the amount such holder would have received if the Series A Preferred Stock were</FONT> <FONT size=2 face="serif">converted into Common Stock;
provided that, if the holders of Series A Preferred Stock receive</FONT> <FONT size=2 face="serif">the distribution described in clause (i), such holders may not receive distributions with respect to</FONT> <FONT size=2 face="serif">any shares of
Common Stock that were held by such holders as of the Closing. Next, the holders</FONT> <FONT size=2 face="serif">of Series B Preferred Stock and Series C Preferred Stock shall be entitled to the greater of &#36;1,000</FONT> <FONT size=2 face="serif">per share or the amount such holder would have received if the Series B or C Preferred Stock</FONT> <FONT size=2 face="serif">were converted into Common Stock. Next, the holders of Preferred Stock will be entitled to</FONT> <FONT size=2 face="serif">accrued and unpaid dividends. Finally, the remaining assets of the Company, if any, will be</FONT> <FONT size=2 face="serif">available for distribution to the holders of Common Stock on a </FONT><I><FONT size=2 face="serif">pro rata
</FONT></I><FONT size=2 face="serif">basis.</FONT><br>
&nbsp;</LI>
<LI>
<B><FONT size=2 face="serif">Conversion </FONT></B><FONT size=2 face="serif">&#150; The
Series A Preferred Stock is initially convertible into shares of Common Stock</FONT> <FONT size=2 face="serif">at
a conversion price of &#36;0.0102 per share;
the Series B Preferred Stock is initially convertible</FONT> <FONT size=2 face="serif">into
shares of Common Stock at a conversion price of &#36;0.022 per share; and the
Series C</FONT> <FONT size=2 face="serif">Preferred Stock is initially convertible
into shares of Common Stock at a conversion price of</FONT><FONT size=2 face="serif">&#36;0.038
per share. Such conversion prices will be adjusted for any subsequent stock
splits,</FONT><FONT size=2 face="serif">dividends, reorganizations, mergers,
exchanges or other reclassification events. The holders of a</FONT><FONT size=2 face="serif">majority
of Series A Preferred Stock can force the conversion of all Preferred  Stock
under certain</FONT><FONT size=2 face="serif">circumstances. At the initial conversion
rates, approximately 1.3 billion shares of Common Stock</FONT><FONT size=2 face="serif">are
issuable upon conversion of the Preferred Stock.</FONT><br>
&nbsp;
<LI>
<B><FONT size=2 face="serif">Voting Rights </FONT></B><FONT size=2 face="serif">&#150; Each share of Preferred Stock shall be voted on an as-converted basis together</FONT> <FONT size=2 face="serif">with the shares of Common Stock, at any annual or
special meeting of stockholders of the</FONT> <FONT size=2 face="serif">Company and holders of Preferred Stock may act by written consent in the same manner as the</FONT> <FONT size=2 face="serif">Common Stock. In addition, there is not currently a
sufficient number of authorized shares of</FONT> <FONT size=2 face="serif">Common Stock under the Company&#146;s Articles of Incorporation to convert the Preferred Stock</FONT> <FONT size=2 face="serif">that will be issued at Closing. At Closing,
APHY Holdings will acquire a majority of the</FONT> <FONT size=2 face="serif">authorized shares of Common Stock and will be able to approve an amendment to the Company&#146;s</FONT> <FONT size=2 face="serif">Articles of Incorporation necessary to
increase the number of authorized shares of Common</FONT> <FONT size=2 face="serif">Stock without the approval of any of the Company&#146;s other stockholders.</FONT><br>
&nbsp;</LI>
<LI>
<B><FONT size=2 face="serif">Board Seats </FONT></B><FONT size=2 face="serif">&#150; So long as 35% of the shares of Series A Preferred Stock remain issued and</FONT> <FONT size=2 face="serif">outstanding, the holders of outstanding shares of Series
A Preferred Stock shall, voting together</FONT> <FONT size=2 face="serif">as a separate class, be entitled to elect five directors to the seven-member Board (each, a &#147;Series</FONT> <FONT size=2 face="serif">A Representative&#148;). So long as
35% of the shares of Series C Preferred Stock remain issued and</FONT> <FONT size=2 face="serif">outstanding, the holders of outstanding shares of Series C Preferred Stock shall, voting together</FONT></LI>
</UL>
<P align="center">
<FONT size=2 face="serif">5</FONT></P>

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<p align="left" style="margin-left:40px">
<FONT size=2 face="serif">as a separate class, be entitled to elect one Director to the Board (a &#147;Series C Representative&#148;). Upon the Closing, one member of the Board will be required to meet the definition
of &#147;independent director&#148; under the rules of the American Stock Exchange.</FONT></p><UL><LI>
<B><FONT size=2 face="serif">Covenants </FONT></B><FONT size=2 face="serif">&#150; So long as 35% of the shares of Series A Preferred Stock remain issued and</FONT> <FONT size=2 face="serif">outstanding, the approval of the holders of a majority of
the shares of Series A Preferred Stock</FONT> <FONT size=2 face="serif">then outstanding is required for certain corporate actions by the Company. These actions include,</FONT> <FONT size=2 face="serif">among others, approving annual business plans
and operating budgets, incurring indebtedness</FONT> <FONT size=2 face="serif">(other than certain permitted indebtedness), entering into any transaction or arrangement with any</FONT> <FONT size=2 face="serif">officer, director or shareholder of
the Company (other than certain employee compensation</FONT> <FONT size=2 face="serif">arrangements), making any loans or advances to any other person, incurring any liens (other than</FONT> <FONT size=2 face="serif">certain permitted liens) on any
assets of the Company and any sale or transfer of any assets of the</FONT> <FONT size=2 face="serif">Company other than in the ordinary course of business. Due to its ownership of Series A</FONT><BR>
<FONT size=2 face="serif">Preferred Stock, without the approval of the Company&#146;s other stockholders, APHY Holdings will</FONT><FONT size=2 face="serif">be able to effect corporate transactions requiring stockholder approval, such as a merger,
sale of</FONT><FONT size=2 face="serif">substantially all the assets of the Company or a &#147;going private&#148; transaction.</FONT></UL>
<P align="left">
<B><FONT size=2 face="serif">Stockholders&#146; Agreement</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">As a condition to the Closing, APHY Holdings will enter into a Stockholders&#146; Agreement (the &#147;Stockholders&#146; Agreement&#148;) with Mosaic entities, Robert DelVecchio and Haresh
Sheth.  Under the terms of the Stockholders&#146; Agreement, each of APHY Holdings, Mosaic, Robert DelVecchio and Haresh Sheth (collectively, the &#147;Holders&#148;) will agree to vote their shares as necessary to ensure that the size of the Board
shall consist of seven directors. The Company will also offer the Holders a right of first offer with respect to the issuances by the Company of any additional equity securities and will be granted the right to repurchase the shares covered by the
Stockholders&#146; Agreement upon certain transfers by a Holder. The Holders other than APHY Holdings also will agree to a three year restriction on their transfer of Preferred Stock and the Common Stock underlying such Preferred Stock, except for
certain permitted transfers. The Holders will also have certain co-sale rights upon sales by APHY Holdings and APHY Holdings will have the right to require the other Holders to sell their shares in connection with certain sale transactions by APHY
Holdings.</FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Investor Rights Agreement</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The Company and the Holders will also enter into an Investor Rights Agreement (the &#147;Investor Rights Agreement&#148;). Pursuant to the Investor Rights Agreement, the Company will grant the
holders of Series A Preferred Stock the right to demand up to two registrations under the Securities Act of 1933 for securities held by such holders.  All other Holders will also have the right to participate in any registrations filed by the
Company.</FONT></P>
<P align="center">
<B><FONT size=2 face="serif">RESTRUCTURING OF BOARD OF DIRECTORS AND MANAGEMENT</FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">Board of Directors</FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> Pursuant to the Securities Purchase Agreement, the Board must, prior to the Closing, increase the number of directors constituting the Board from five directors to seven directors. In connection with the Closing, James
Manfredonia and Haresh Sheth will resign from the Board.  The Company has been informed that pursuant to their rights under the Certificate of Designations, APHY Holdings intends to</FONT></P>
<P align="center">
<FONT size=2 face="serif">6</FONT></P>

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<P align="left">
<FONT size=2 face="serif">appoint Thomas Auth, Robert DelVecchio, Navid Farzad and David Lowenberg as directors, and the holder of Series C Preferred Stock, Mosaic, intends to appoint Ameet Shah as a director effective upon the Closing. Such
appointments may not be made prior to 10 days after the mailing and dissemination of an information statement to the Company&#146;s stockholders regarding such appointments. The Company expects that Richard Falcone will remain on the Board as an
independent director. </FONT><B><FONT size=2 face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT size=2 face="serif">Thomas Auth</FONT></B><FONT size=2 face="serif">. Mr. Auth is expected to be appointed to the Board at Closing. He is a General Partner of EEF, which formed APHY Holdings for the purpose of
purchasing the Series A Preferred Stock and Common Stock. Prior to joining EEF in January 2008, Mr. Auth was a member of ACI Capital Co., LLC., a generalist middle market private equity fund focused on value-oriented buyouts and growth investments
across industries. From 2002 to 2005, Mr. Auth was a member of One Equity Partners ("OEP"), the private equity arm of JPMorgan Chase &amp; Co. While at OEP, Mr. Auth focused on buyouts and growth investments in the business services and healthcare
industries. Prior to OEP, Mr. Auth was an associate at Cravath, Swaine &amp; Moore LLP in the mergers and acquisitions practice group. In 1999, Mr. Auth co-founded Concordant Rater Systems, a services company focused on improving efficiencies in
clinical trials. Mr. Auth graduated from Columbia University and Harvard Law School.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> </FONT><B><FONT size=2 face="serif">Navid Farzad</FONT></B><FONT size=2 face="serif">. Mr. Farzad is expected to be appointed to the Board at Closing. Mr. Farzad is an Associate of EEF. Mr. Farzad joined EEF in July 2008.
Mr. Farzad most recently served as a Summer Associate in the Healthcare Investment Banking Division of Lehman Brothers focusing on mergers and acquisitions. From 2002 to 2006, Mr. Farzad was a member of Ernst &amp; Young LLP's Transaction Advisory
Services group where he focused on financial due diligence on acquisition targets for private equity sponsors. Prior to Ernst &amp; Young, Mr. Farzad worked in the healthcare audit practice of Arthur Andersen LLP. Mr. Farzad received a Bachelor of
Business Administration from Loyola College and an MBA from New York University&#146;s Stern School of Business. Mr. Farzad is a Certified Public Accountant. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> </FONT><B><FONT size=2 face="serif">David A. Lowenberg</FONT></B><FONT size=2 face="serif">. Mr. Lowenberg is expected to be appointed to the Board as Chairman and named as the Company&#146;s chief executive officer at
Closing.  Since March 2008, Mr. Lowenberg has served as an advisor to several healthcare companies. From June 2006 to February 2008, Mr. Lowenberg was the president and chief executive officer of CuraScript, Inc., a specialty pharmaceutical
business. From September 1999 to May 2006, Mr. Lowenberg was the chief operating officer of Express Scripts, Inc., a Fortune 500 pharmacy benefits manager. Prior to Express Scripts, Mr. Lowenberg served in high level positions with the Arizona
Department of Welfare Programs and Department of Medicaid. Mr. Lowenberg received a Bachelor of Public Administration from the University of Arizona and a Master&#146;s in Government Management from Harvard University. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">New Management Compensation Arrangements and Indemnification Agreements </FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> In order to encourage the current members of the Company&#146;s senior management to remain employed by the Company following the Closing, the Company has agreed to enter into the following employment
arrangements.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> As a condition to Closing, options to purchase 5 million shares of Common Stock held by Mr. DelVecchio must be cancelled and the Board must approve an employment agreement (the &#147;DelVecchio Employment Agreement&#148;)
with Mr. DelVecchio to serve as Director of Sales. Pursuant to the DelVecchio Employment Agreement, Mr. DelVecchio&#146;s base salary will be &#36;175,000 and he will be eligible for an annual performance bonus. At Closing, Mr. DelVecchio will be
granted an option to purchase up to approximately 8.0% of the Company&#146;s fully diluted shares of Common Stock as of Closing that will vest and become exercisable as follows: </FONT></P>
<P align="center">
<FONT size=2 face="serif">7</FONT></P>

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<div style="margin-left:20px">
<P align="left">
<FONT size=2 face="serif">The option to purchase approximately 4.7% of the Company&#146;s fully diluted shares of Common Stock as of Closing (the &#147;First Year Options&#148;) will vest and become exercisable on the first anniversary of the date
of the grant if Mr. DelVecchio continues to be employed by the Company as of such date; </FONT><I><FONT size=2 face="serif">provided, however</FONT></I><FONT size=2 face="serif">, that the First Year Options will vest on an accelerated basis
(effective as of the date of termination) if Mr. DelVecchio is terminated without Cause (as defined in the DelVecchio Employment Agreement) or he voluntarily resigns for Good Reason (as defined in the DelVecchio Employment Agreement).  Mr.
DelVecchio will be entitled to exercise all vested First Year Options for a period of up to five years after his cessation from service with the Company provided that he does not engage in any conduct that would be deemed a termination for Cause if
he were still employed at such time.</FONT></P>
<P align="left">
<FONT size=2 face="serif">The option to purchase approximately 3.3% of the Company&#146;s fully diluted shares of Common Stock as of Closing will vest and become exercisable in approximately equal installments on each of the first three
anniversaries of the date of grant. </FONT></P></div>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The exercise price of the options will be the fair
market value of the Common Stock (as determined by the Board on the date of grant).
Vesting will be accelerated upon a Change of Control (as defined in the DelVecchio
Employment Agreement).</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> As a condition to Closing, options to purchase 1,133,333 shares of Common Stock held by Mr. Sheth must be cancelled and the Board must approve an employment agreement with Mr. Sheth (the &#147;Sheth Employment
Agreement&#148;) to serve as Director of Finance. Pursuant to the Sheth Employment Agreement, Mr. Sheth&#146;s base salary will be &#36;125,000 and he will be eligible for an annual performance bonus. At Closing, Mr. Sheth will be granted an option
to purchase up to 1.0% of the Company&#146;s fully diluted shares of Common Stock as of Closing that will vest and become exercisable in approximately equal installments on each of the first three anniversaries of the date of grant. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The exercise price of the options will be the fair
market value of the Common Stock (as determined by the Board on the date of grant).
Vesting will be accelerated upon a Change of Control (as defined in the Sheth
Employment Agreement). Following Closing, Mr. Sheth will also receive a grant
of approximately 1.5% of the Company&#146;s fully diluted shares of Common Stock as of Closing, which will be
fully vested at the time of grant. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> Both Messrs. DelVecchio and Sheth will be &#147;at
will&#148; employees
of the Company. If either of Mr. DelVecchio or Mr. Sheth is terminated by the
Company without Cause or resigns for Good Reason and has signed and not rescinded
a general release of claims in favor of the Company, and abides by the obligations
under the Confidentiality Agreement (described below), Mr. DelVecchio or Mr.
Sheth, as applicable, will be eligible to receive a severance benefit of two
(2) months base salary paid in accordance with normal payroll policies over such
period. If Mr. DelVecchio or Mr. Sheth is terminated by the Company without Cause
or resigns for Good Reason after his first year of employment, Mr. DelVecchio
or Mr. Sheth, as applicable, will be eligible to receive four (4) months base
salary as a severance benefit, subject to the same conditions set forth above.
 </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> Messrs. DelVecchio and Sheth will each also be required to execute a confidentiality, non-competition, non-solicitation, and intellectual property rights agreement. The agreement will provide,
among other things, that Messrs. DelVecchio and Sheth will keep confidential information they receive</FONT></P>
<P align="center">
<FONT size=2 face="serif">8</FONT></P>

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<P align="left">
<FONT size=2 face="serif">regarding the Company confidential and not disparage the Company. During their employment and for a period of 18 months thereafter, Messrs. DelVecchio or Sheth may not compete with or solicit employees of the Company.
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In addition, as a condition
to Closing, options to purchase 750,000 shares of Common Stock held by John Eric
Mutter, the Company&#146;s chief technology officer, must be cancelled. It is
 anticipated that Mr. Mutter will be granted an option to purchase approximately
20 million shares of Common Stock at Closing. Half of such options will vest
ratably over a four year period with an exercise price equal to the fair market
value of the Common Stock as determined by the Board on the date of grant and
the remaining half will vest ratably over a four year period with
an exercise price equal to two times the fair market value of the Common Stock
as determined by the Board on the date of grant. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">APHY Holdings has also
informed the Company that it intends to hire David Lowenberg as the Company&#146;s
chief executive officer effective at the Closing. The Company intends to enter
into an  employment agreement with Mr. Lowenberg, the details of which will be
disclosed upon the execution of any such agreement. It is currently anticipated
that Mr. Lowenberg will be granted an option to purchase approximately 8.0% of
the Company&#146;s
fully diluted shares of Common Stock as of Closing. Approximately 5.0% of such
options will vest ratably over a four year period with an exercise price equal
to the fair market value of the Common Stock as determined by the Board on the
date of grant and the remaining approximately 3.0% will vest ratably over a four
year period with an exercise price equal to two times the fair market value of
the Common Stock as determined by the Board on the date of grant. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">  As a Closing condition, all directors and executive officers of the Company will enter into indemnification agreements with the Company providing that the Company will indemnify them for their service to the Company.
</FONT></P>
<P align="center">
<B><FONT size=2 face="serif">RISK FACTORS RELATING TO THE TRANSACTION</FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">The following is a summary of some of the risks associated with the proposed transactions:</FONT></P>
<P align="left">
<B><I><FONT size=2 face="serif">The proposed sale of Series A Preferred Stock may not be consummated.</FONT></I></B><FONT size=2 face="serif"> </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Consummation of the proposed sale of Series A Preferred Stock to APHY Holdings is subject to certain conditions, including consummation of the debt exchanges and conversions with existing holders of the Convertible
Debentures, approval by the California Board of Pharmacy and other customary closing conditions. If any condition to the Closing cannot be satisfied, the Company will not be able to issue and sell the Series A Preferred Stock to APHY Holdings, which
may have an adverse effect on the Company&#146;s business, financial condition or results of operations and the market price of its Common Stock.  Any delay associated with satisfying any closing condition could also substantially reduce the
expected benefits of the proposed transactions. </FONT></P>
<P align="left">
<B><I><FONT size=2 face="serif">Certain directors and executive officers of the Company have financial interests in the proposed transactions that are different from the interests of the Company&#146;s stockholders generally.</FONT></I></B><FONT size=2 face="serif"> </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Certain of the Company&#146;s directors and executive officers and their affiliates who currently hold Convertible Debentures of the Company will receive shares of newly issued Preferred Stock in exchange for such
Convertible Debentures. The Preferred Stock will pay a dividend of 10% per annum, and the holders of such stock will receive a liquidation preference and other rights, as more specifically described under &#147;Proposed Transactions &#150;
Certificate of Designations&#148; above.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In addition, as a condition to the Closing, Messrs. DelVechhio and Sheth will enter into employment agreements with the Company, pursuant to which they will receive options to purchase approximately 8.0% and 2.5%,
respectively, of the Company&#146;s Common Stock on a fully diluted basis.</FONT></P>
<P align="center">
<FONT size=2 face="serif">9</FONT></P>

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<P align="left">
<FONT size=2 face="serif">See &#147;Restructuring of Board of Directors and Management &#150; New Management Compensation Arrangements and Indemnification Agreements&#148; above.</FONT></P>
<P align="left">
<B><I><FONT size=2 face="serif">The convertible nature of the securities to be issued in the proposed transactions, the Common Stock to be issued in the proposed transaction, certain terms in the Stockholders&#146; Agreement to be executed in
connection with the proposed transactions and the grant of stock options to Messrs. DelVecchio, Sheth and Lowenberg have the potential to dilute the Common Stock of the Company and affect its value.</FONT></I></B><FONT size=2 face="serif">
</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The Company currently has 56,606,113 shares of Common Stock outstanding. The Company will issue 75,000,001 additional shares of Common Stock to APHY Holdings at Closing resulting in immediate dilution.  If the holders of
the Preferred Stock and New Debentures were to convert such securities at the applicable initial conversion ratios and the option grants to executives, including Messrs. DelVecchio and Sheth, were to fully vest and be exercised, the number of shares
of Common Stock issued and outstanding would increase to approximately 2 billion. Following Closing, APHY Holdings intends to approve an amendment to the Company&#146;s Articles of Incorporation to effect an increase in the authorized shares of
Common Stock of the Company from 150 million to 3 billion.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> In addition, the holders of the Preferred Stock will have a right of first offer with respect to issuances of additional securities of the Company, pursuant to the terms of the Stockholders&#146; Agreement. Should the
Company issue additional shares of Common Stock or other securities convertible to Common Stock in the future, the current stockholders&#146; Common Stock holdings will be further diluted. </FONT></P>
<P align="left">
<B><I><FONT size=2 face="serif">The Compan</FONT></I></B><FONT size=2 face="serif">y</FONT><B><I><FONT size=2 face="serif">&#146;s current stockholders will have reduced voting interest after the Closing and will exercise less influence over
management.</FONT></I></B><FONT size=2 face="serif"> </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> The Company&#146;s stockholders currently have the right to vote in the election of the Company&#146;s directors and on other matters affecting the Company. After the Closing, APHY Holdings will have the ability alone to
control the Company as a result of the voting rights conferred on the Series A Preferred Stock. APHY Holdings will be able to elect all of the directors of the Company, except for the Series C Director, which will be elected by the holders of
outstanding shares of Series C Preferred Stock, and will be able to effect corporate transactions, such as a merger, sale of substantially all of the Company&#146;s assets or a &#147;going private&#148; transaction, without the approval of the
Company&#146;s other stockholders. Following Closing, APHY Holdings intends to approve an amendment to the Company&#146;s Articles of Incorporation to effect an increase in the authorized shares of Common Stock of the Company from 150 million to 3
billion. </FONT></P>
<P align="left">
<B><I><FONT size=2 face="serif">The Company may &#147;go dark&#148; after the Closing, which would affect the liquidity of the Company&#146;s Common Stock.</FONT></I></B><FONT size=2 face="serif"> </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> Due to the cost of being a public company, APHY Holdings has discussed with the Company the possibility of &#147;going dark&#148; following the Closing, among other cost-saving options. After the Closing, the Company may
consider taking action to deregister the Company&#146;s Common Stock from its registration under the Securities Exchange Act of 1934, which would cease trading of the Common Stock on the OTC Bulletin Board and no longer require the Company to
publicly report its financial and business results. The absence of an active trading market for the Company&#146;s Common Stock will likely result in higher price volatility, reduced liquidity and an adverse effect on the market value of the
Company&#146;s Common Stock. As a result, stockholders will likely find it more difficult to dispose of their shares of Common Stock. </FONT></P>

<P align="center">
<FONT size=2 face="serif">10</FONT></P>

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<P align="center">
<B><FONT size=2 face="serif">BACKGROUND OF THE TRANSACTION</FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">Historic Chronic Working Capital Shortages</FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size=2 face="serif"> </FONT></B><FONT size=2 face="serif">Since inception, the Company has suffered recurring losses and net cash outflows from operations. The Company expects to continue to incur substantial losses to complete the
development of its business. As of June 30, 2008, the Company had an accumulated deficit of &#36;24,909,534, recurring losses from operations and negative cash flow from operating activities for the six-month period ended June 30, 2008 of
&#36;1,417,697. The Company also had a negative working capital of &#36;5,940,131. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> During the fourth quarter of fiscal 2006 and in 2007, the Company received financing in private equity and debt offerings exempt from the registration requirements of the Securities Act. However, the Company still requires
additional financing to implement its business plan for the next twelve months. Total liabilities of the Company as of June 30, 2008 were &#36;9,804,075. If the Company does not receive the proceeds from the sale of the Series A Preferred Stock, the
Company anticipates that its current cash on hand will not be sufficient to operate its six existing pharmacies at the current level through the end of the fiscal year 2008. The Company&#146;s business plan calls for ongoing expenses in connection
with salary expense, implementing new marketing strategies, and establishing additional pharmacies. These expenditures are anticipated to be approximately &#36;5,000,000 for fiscal year 2008. In order to continue to pursue its business plan to
establish and operate additional pharmacies, the Company requires additional funding. If the Company does not secure additional funding, the Company may not be able to continue as a going concern and, at a minimum, the implementation of its business
plan will be delayed and its ability to expand and develop additional pharmacies will be impaired.</FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Recent Fund Raising Efforts</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">During the fiscal year ended December 31, 2007 and December 31, 2006, the Company entered into convertible loan agreements in the aggregate principal amount of &#36;1,488,000 at interest rates
ranging from 12% to 15% per annum. As of December 31, 2007, the principal amount outstanding under these loan agreements was &#36;1,063,000.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">At various times since 2006 the Company has issued Convertible Debentures. A majority of the Convertible Debentures were issued to existing stockholders and other parties related to the
Company. The Company has recently found it difficult to identify other potential purchasers of Convertible Debentures. As a result, on March 1, 2008, the Company entered into an Accounts Receivable Purchase Agreement (the &#147;Purchase
Agreement&#148;) with Horizon International Investments LLC (the &#147;Purchaser&#148;), pursuant to which the Company agreed to sell certain of its accounts receivable to the Purchaser on a weekly basis during the one-year term of the Purchase
Agreement for a purchase price equal to eighty per cent (80%) of the outstanding balance of the accounts receivable purchased.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On April 29, 2008, the Company ceased selling receivables to the Purchaser under the Purchase Agreement, and the Company and certain of its subsidiaries, as joint and several borrowers
(collectively, the &#147;Borrowers&#148;), entered into a Credit Agreement (the &#147;Credit Agreement&#148;) with Mosaic. Pursuant to the Credit Agreement, Mosaic agreed to advance up to &#36;2 million (or up to &#36;3 million in certain
circumstances) to the Borrowers. Interest accrued on amounts advanced under the Credit Agreement at the rate of 14% per annum and such amounts are due and payable on April 30, 2009.  Each of the Borrowers granted Mosaic a security interest in
substantially all of its assets (including, in the case of the Company, the shares of common stock of each of the subsidiaries party to the Credit Agreement) as security for the repayment of the obligations of the Borrowers under the Credit
Agreement. </FONT><B><FONT size=2 face="serif"> </FONT></B></P>
<P align="center">
<FONT size=2 face="serif">11</FONT></P>

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<P align="left">
<B><FONT size=2 face="serif">Background of the Proposed Transactions</FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> Since July 2007, the Company has engaged in an intense search for sources of debt and equity financing in order to fund its continued operations and growth. The Company has contacted and engaged in discussions with various
potential financial and strategic investors.  The Company had initial indications of interest from several of such investors, although ultimately all of such indications of interest other than APHY Holdings determined to discontinue discussions with
the Company. During this period, the Company engaged and/or held discussions with several reputable investment banks specializing in small capitalization companies.  Such relations and/or discussions did not result in any proposed
transactions.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> In fall 2007, the Company engaged Halpern Capital, which conducted a due diligence review of the Company and introduced the Company to EEF and several other potential investors. </FONT><B><FONT size=2 face="serif">
</FONT></B></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> Commencing in January 2008, representatives of the Company met with representatives of EEF, the controlling member of APHY Holdings, to discuss a potential equity investment by EEF into the Company. During the period from
March 2008 through May 2008, the Company and EEF negotiated basic terms of a financing, and EEF commenced a due diligence review of the Company and its operations.  During this period, the Company engaged special counsel to advise the Company as to
appropriate financial structures.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> On or around June 4, 2008, the Company and EEF concluded their negotiations of basic terms of a financing, as well as steps required to restructure the Company. The basic terms were clarified on or around June 18, 2008.
</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> On June 11, 2008, the Board of the Company met to discuss (i) the then-current financial situation of the Company; (ii) the then-current financial outlook of the Company; (iii) a non-binding term sheet describing the
proposed terms of the financing with EEF; and (iv) the due diligence review required in connection the proposed transaction.  At this meeting, the Board of the Company determined to proceed with the proposed financing with EEF and resolved that the
independent directors, Richard Falcone and James Manfredonia, would serve as an independent committee (the &#147;Independent Committee&#148;) to review and negotiate the proposed financing. The Independent Committee was expressly authorized to
retain independent counsel and to retain a reputable investment banking firm to render an opinion as to the fairness of the consideration proposed to be paid by EEF for the shares of Series A Preferred Stock and Common Stock. The Board further
determined that negotiations with EEF would be led by management.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> Throughout June, July, August and September 2008, EEF continued its due diligence review of the Company. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> In June 2008, the Independent Committee retained Zukerman Gore &amp; Brandeis LLP as legal counsel. From June 2008 through October 3, 2008, counsel to the Independent Committee consulted with the Independent Committee upon
the request of any member thereof and as otherwise needed. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In June 2008, the Independent Committee engaged Ladenburg to analyze the fairness of the proposed consideration to received by the Company in the proposed financing and debt restructuring.
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Counsel to the Company delivered to all parties initial draft documents relating to the proposed financing on or around July 3, 2008. Revised drafts were negotiated by all parties and their
respective counsels and exchanged on numerous occasions throughout July, August, and September 2008. </FONT></P>
<P align="center">
<FONT size=2 face="serif">12</FONT></P>

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<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On July 8, 2008, Mr. Falcone, representatives of Ladenburg, counsel to the Independent Committee, and counsel to the Company participated in a conference call to discuss the transaction and the
draft documents. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On or around July 9, 2008, counsel to the Independent Committee communicated requests for further information and comments to draft transaction documents. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On July 11, 2008, the Independent Committee and counsel to the Independent Committee participated in a telephonic meeting to, among other matters, discuss the transaction, the draft documents and the engagement of
Ladenburg. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On July 16, 2008, representatives of EEF and the Company, as well as their respective counsels, engaged in a negotiation of the draft transaction documents. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On July 16, 2008, counsel to EEF distributed revised transaction documents to counsel to the Company. Such drafts were reviewed by the Company, the Independent Committee, and their respective counsels and returned to
counsel to EEF on July 28, 2008.</FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif"> During the period from July 17, 2008 through October 3, 2008, the Company was in daily contact with counsel to the Company regarding the transaction, documentation relating thereto, and transaction issues. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On July 21, 2008, representatives of Ladenburg and counsel to the Independent Committee participated in a conference call to discuss transaction issues. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On July 25, 2008, Mr. Falcone and counsel to the Independent Committee participated in a conference call to discuss transaction issues, and representatives of Ladenburg and counsel to the
Independent Committee participated in a conference call to discuss transaction issues. </FONT></P>
<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On July 25, 2008, Ladenburg distributed a draft pro forma ownership review and capitalization table to the Independent Committee and counsel to Independent Committee. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On August 12, 2008, Ladenburg distributed draft presentation materials to the Independent Committee and counsel to Independent Committee. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On August 12, 2008, counsel to EEF distributed revised transaction documents to counsel to the Company, which documents were reviewed by the Company and counsel to the Company and returned to
counsel to EEF on August 15, 2008.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On August 21, 2008, counsel to EEF distributed revised transaction documents to counsel to the Company. Such drafts were reviewed by the Company and returned to counsel to EEF on August 28,
2008. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On August 27, 2008, counsel to the Company distributed revised draft documents to the Independent Committee and counsel to the Independent Committee. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size=2 face="serif">On September 3, 2008, the Independent Committee and counsel to the Independent Committee participated in a telephonic meeting to discuss, among other matters, the transaction issues, the draft
transaction documents and the Company&#146;s financial condition. </FONT></P>
<P align="center">
<FONT size=2 face="serif">13</FONT></P>

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<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 4, 2008, counsel to EEF distributed revised transaction documents to the counsel to the Company.  On September 5, 2008 counsel to the Company, the Independent Committee, and
counsel to the Independent Committee participated in a conference call with respect to the transaction and comments on such draft documents. Following the conclusion of such conference call, on September 5, 2008, revised drafts were returned by
counsel to the Company to counsel to EEF.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 5, 2008, representatives of Ladenburg and counsel to the Independent Committee participated in a conference call to discuss transaction issues. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 11, 2008, counsel to EEF distributed revised transaction documents to the counsel to the Company.  Such drafts were reviewed by the Company, the Independent Committee, and their
respective counsels and negotiated by conference between counsel to EEF and counsel to the Company on September 12, 2008. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 15, 2008, counsel to the Independent Committee, counsel to the Company, and counsel to EEF engaged in a conference call in order to negotiate the draft documents. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 17, 2008, counsel to EEF distributed revised transaction documents to the counsel to the Company.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 18, 2008, counsel to the Independent Committee and representatives of Ladenburg participated in a conference call to address transaction issues. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 23, 2008, counsel to the Independent Committee, counsel to the Company, and counsel to EEF participated in a conference call to address transaction issues. On such date, Mr.
Falcone and counsel to the Independent Committee participated in a conference call. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 25, 2008, counsel to EEF distributed revised transaction documents to the counsel to the Company.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 29, 2008, the Independent Committee and counsel to the Independent Committee participated in a telephonic meeting to discuss the transaction issues and the draft transaction
documents. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On September 30, 2008, representatives of Ladenburg and counsel to the Independent Committee participated in a conference call to discuss transaction issues. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On October 1st and 2nd, 2008, counsel to EEF distributed revised transaction documents to the Company and Company counsel.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On October 2, 2008, the Board of Directors held a meeting to consider and act upon the transaction.  Subject to the receipt of the written fairness option to be provided by Ladenburg, the
members of the Independent Committee approved the transaction and all matters relating thereto and the full Board of Directors ratified the actions taken by the members of the Board who served on the Independent Committee. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On October 2, 2008, Ladenburg distributed presentation materials to the Independent Committee and counsel to Independent Committee. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On October 3, 2008, Ladenburg participated in a telephonic meeting with members of the Independent Committee and counsel to the Independent Committee to review their presentation and fairness
opinion. </FONT></P>
<P align="center">
<FONT size=2 face="serif">14</FONT></P>

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<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">On October 7, 2008, the Company and APHY Holdings executed the Securities Purchase Agreement. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Approval of Transactions by the Independent Committee</FONT></B><FONT size=2 face="serif"> </FONT></P>
<P align="left">
<FONT size=2 face="serif"> In approving the transactions contemplated by, and in connection with, the Securities Purchase Agreement, the members of the Independent Committee and the Board considered a number of factors, including, without
limitation, the following: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">The terms of the financial transaction proposed by EEF and APHY Holdings;</FONT></LI>
<LI>
<FONT size=2 face="serif">The management expertise which EEF and APHY Holdings have the ability to access</FONT> <FONT size=2 face="serif">and provide to the Company;</FONT></LI>
<LI>
<FONT size=2 face="serif">The terms of the Series A Preferred Stock, Series B Preferred Stock, and Series C</FONT> <FONT size=2 face="serif">Preferred Stock, including, without limitation, the covenant by APHY Holdings to</FONT> <FONT size=2 face="serif">maintain an independent director on the Board following the transaction;</FONT></LI>
<LI>
<FONT size=2 face="serif">The consideration payable pursuant to the Securities Purchase Agreement;</FONT></LI>
<LI>
<FONT size=2 face="serif">The historical, current, and prospective financial condition, results of operations, and</FONT> <FONT size=2 face="serif">cash flows and business strategy of the Company;</FONT></LI>
<LI>
<FONT size=2 face="serif">The lack of financial institutions available or willing to provide equity or debt financing</FONT> <FONT size=2 face="serif">to the Company; and</FONT></LI>
<LI>
<FONT size=2 face="serif">The opinion of Ladenburg delivered to the Independent Committee that, as of October 3,</FONT> <FONT size=2 face="serif">2008 and based upon and subject to the factors and assumptions set forth in the opinion,</FONT> <FONT size=2 face="serif">the consideration to be received by the Company in conjunction with the financing and</FONT> <FONT size=2 face="serif">restructuring is fair, from a financial point of view, to the Company&#146;s unaffiliated</FONT> <FONT size=2 face="serif">stockholders.</FONT></LI>
</UL>
<P align="center">
<B><FONT size=2 face="serif">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">This Form 8-K contains forward-looking statements.  Statements that use the terms &#147;can,&#148; &#147;continue,&#148; &#147;could,&#148; &#147;may,&#148; &#147;potential,&#148;
&#147;predicts,&#148; &#147;should,&#148; &#147;will,&#148; &#147;believe,&#148; &#147;expect,&#148; &#147;plan,&#148; &#147;intend,&#148; &#147;estimate,&#148; &#147;anticipate,&#148; &#147;scheduled&#148; and similar expressions are intended to
identify forward-looking statements.  The Registrant has based these forward-looking statements on its current expectations and projections about future events. These statements include, but are not limited to:</FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">The Registrant&#146;s ability to consummate the transactions described herein;</FONT>&nbsp;<br>
 &nbsp;</LI>
<LI>
<FONT size=2 face="serif">The effects of the transactions on the Registrant&#146;s business and financial condition; and</FONT><br>
&nbsp;</LI>
<LI>
<FONT size=2 face="serif">The Registrant&#146;s ability to continue as a going concern.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks discussed in the &#147;Risk Factors&#148;
Section of this Form 8-K and those detailed from time to time in Registrant&#146;s filings with the Securities and Exchange Commission (the &#147;Commission&#148;). These risks are not exhaustive. New risk factors emerge from time to time and it is
not possible to predict all risk factors, nor can the Registrant assess the impact of all factors on its business or to the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in
any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.</FONT></P>
<P align="center">
<FONT size=2 face="serif">15</FONT></P>

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<P align="left">
<FONT size=2 face="serif">These forward-looking statements are made only as of the date of this Form 8-K.  Except for the Registrant&#146;s ongoing obligation to disclose material information as required by federal securities laws, the Registrant
does not intend to provide updates concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this Form 8-K.</FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Item 9.01 Financial Statements and Exhibits. </FONT></B></P>
<P align="left">
<FONT size=2 face="serif">(d) </FONT><I><FONT size=2 face="serif">Exhibits.</FONT></I><FONT size=2 face="serif"> </FONT></P>
<TABLE border=0 width=100% cellspacing=0 cellpadding=0>
<TR valign="bottom">
  <TD align=left width=9% nowrap>
<FONT size=2 face="serif">Exhibit 10.1</FONT>&nbsp;  </TD>
  <TD width=2%>&nbsp;  </TD>
  <TD align=left width=89% nowrap>
<FONT size=2 face="serif">Securities Purchase Agreement by and between the Company
and APHY Holdings LLC</FONT> <font size=2 face="serif">dated
October 7, 2008</font></TD>
</TR>
<TR valign="bottom">
  <TD align=left width=9% nowrap>&nbsp;  </TD>
  <TD width=2%>&nbsp;  </TD>
  <TD align=left width=89% nowrap>
<FONT size=2 face="serif">.</FONT>&nbsp;  </TD>
</TR>
</TABLE>
<BR>
<P align="center">
<FONT size=2 face="serif">16</FONT></P>
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<P align="center">
<B><FONT size=2 face="serif">SIGNATURES</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</FONT></P>
<P align="left">
<FONT size=2 face="serif">Dated: October 8, 2008</FONT></P>
<TABLE width=100% border=0 cellpadding=0 cellspacing=0>
<TR valign="bottom">
  <TD align=center nowrap colspan=4>&nbsp;</TD>
</TR>
<TR>
  <TD width="60%">&nbsp;</TD>
  <TD colspan=3><b><font size=2 face="serif">ASSURED PHARMACY, INC.</font></b>&nbsp; </TD>
  </TR>
<TR>
  <TD colspan=4>&nbsp;  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>&nbsp;</TD>
  <TD width=5% align=left nowrap>
<FONT size=2 face="serif">By:</FONT></TD>
  <TD width=1% align=left nowrap>&nbsp;</TD>
  <TD width=34% align=left nowrap><font size=2 face="serif"></font><u><font size=2 face="serif">/s/
    Robert DelVecchio</font></u>&nbsp; </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>&nbsp;</TD>
  <TD width=5% align=left nowrap>
<FONT size=2 face="serif">Name:</FONT>&nbsp;  </TD>
  <TD width=1%>&nbsp;  </TD>
  <TD width=34% align=left nowrap>
<FONT size=2 face="serif">Robert DelVecchio</FONT>&nbsp;  </TD>
</TR>
<TR valign="bottom">
  <TD align=left nowrap>&nbsp;</TD>
  <TD width=5% align=left nowrap>
<FONT size=2 face="serif">Title:</FONT>&nbsp;  </TD>
  <TD width=1%>&nbsp;  </TD>
  <TD width=34% align=left nowrap>
<FONT size=2 face="serif">Chief Executive Officer</FONT>&nbsp;  </TD>
</TR>
</TABLE>
<BR>
<P align="center">
<FONT size=2 face="serif">17</FONT></P>

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<P align="center">
<B><FONT size=2 face="serif">Exhibit Index </FONT></B></P>
<TABLE border=0 width=100% cellspacing=0 cellpadding=0>
<TR valign="bottom">
  <TD align=left width=9% nowrap>
<B><U><FONT size=2 face="serif">Exhibit No.</FONT></U></B>&nbsp;  </TD>
  <TD width=2%>&nbsp;  </TD>
  <TD align=left width=89% nowrap style="border-bottom:1px solid #000000;">
<B><FONT size=2 face="serif">Description</FONT></B>&nbsp;  </TD>
</TR>
<TR>
  <TD colspan=3>&nbsp;  </TD>
</TR>
<TR valign="bottom">
  <TD align=left width=9% nowrap>
<FONT size=2 face="serif">Exhibit 10.1</FONT>&nbsp;  </TD>
  <TD width=2%>&nbsp;  </TD>
  <TD align=left width=89% nowrap>
<FONT size=2 face="serif">Securities Purchase Agreement by and between the Company
and APHY Holdings LLC dated
October 7, 2008.</FONT></TD>
</TR>
<TR valign="bottom">
  <TD align=left width=9% nowrap>&nbsp;  </TD>
  <TD width=2%>&nbsp;  </TD>
  <TD align=left width=89% nowrap>&nbsp;  </TD>
</TR>
</TABLE>
<BR>
<P align="center">
<FONT size=2 face="serif">18</FONT></P>

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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c55191_ex10-1.htm
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<P align="right">
<B><I><FONT face="serif">Exhibit 10.1</FONT></I></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">SECURITIES</FONT></B> <B><FONT face="serif">PURCHASE</FONT></B> <B><FONT face="serif">AGREEMENT</FONT></B><FONT face="serif">,
dated as of October 7, 2008 (the &#147;</FONT><I><FONT face="serif">Agreement</FONT></I><FONT face="serif">&#148;),
by and between </FONT><B><FONT face="serif">ASSURED PHARMACY, INC.</FONT></B><FONT face="serif">,
a Nevada  corporation (&#147;</FONT><I><FONT face="serif">Assured</FONT></I><FONT face="serif">&#148;);
and APHY Holdings LLC, a Delaware limited liability company (the &#147;</FONT><I><FONT face="serif">Purchaser</FONT></I><FONT face="serif">&#148;).</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="center">
<B><FONT face="serif">INTRODUCTION</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">WHEREAS,</FONT></B><FONT face="serif"> subject
to the terms and conditions set forth in this Agreement and pursuant to Section
4(2) of the Securities Act of 1933, as amended (the <I>&#147;Securities
Act&#148;</I>) and Rule 506 promulgated thereunder,
Assured desires to issue and sell to Purchaser, and Purchaser desires to purchase
from Assured, an aggregate of 11,235 shares
of its Series A Convertible Preferred Stock, par value &#36;0.001 per share (the &#147;<I>Preferred</I></FONT> <I><FONT face="serif">Shares</FONT></I><FONT face="serif">&#148;),
for an aggregate purchase price of &#36;11,235,000 (the &#147;<I>Preferred</I></FONT>
<I><FONT face="serif">Purchase Price</FONT></I><FONT face="serif">&#148;).</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">WHEREAS,</FONT></B><FONT face="serif"> subject
to the terms and conditions set forth in this Agreement and pursuant to Section
4(2) of the Securities Act and Rule 506 promulgated thereunder,  Assured desires
to issue and sell to Purchaser, and Purchaser desires to purchase from Assured,
an aggregate of 75,000,001 shares (the &#147;<I>Common Shares</I>&#148; and,
together with the  Preferred Shares, the &#147;<I>Shares</I>&#148;) of its common
stock, par value &#36;0.001 per share (&#147;<I>Common Stock</I>&#148;), for
an  aggregate purchase price of &#36;765,000.01 (the &#147;<I>Common Purchase
Price</I>&#148; and, together with the Preferred Purchase Price,
the &#147;<I>Purchase Price</I>&#148;).</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">WHEREAS,</FONT></B><FONT face="serif"> in connection with the issuance and sale of Shares, Assured and the Purchaser intend to enter into a stockholders&#146; agreement in the form attached hereto
as </FONT><U><FONT face="serif">Exhibit A</FONT></U><FONT face="serif"> (the </FONT><I><FONT face="serif">&#147;Stockholders&#146; Agreement&#148;</FONT></I><FONT face="serif">) and an investor rights agreement in the form attached hereto as
</FONT><U><FONT face="serif">Exhibit B</FONT></U><FONT face="serif"> (the </FONT><I><FONT face="serif">&#147;Investor Rights Agreement&#148;</FONT></I><FONT face="serif">) (this Agreement, the Stockholders&#146; Agreement, the Investor Rights
Agreement and the Certificate of Designations (as defined below), are collectively referred to as the </FONT><I><FONT face="serif">&#147;Transaction Agreements&#148;</FONT></I><FONT face="serif">). </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">NOW,</FONT></B><B><FONT size=2 face="serif"> </FONT></B><B><FONT face="serif">THEREFORE</FONT></B><FONT face="serif">, in consideration of the mutual promises, representations, warranties and
covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: </FONT></P>
<P align="center">
<B><FONT face="serif">ARTICLE I</FONT></B></P>
<P align="center">
<B><FONT face="serif">AGREEMENT TO SELL AND PURCHASE THE SHARES</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 1.01 </FONT></B><B><U><FONT face="serif">Authorization of Shares</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Assured will authorize (a) the sale, issuance and
delivery of the Shares to the Purchaser and (b) subject to Section 3.06(g) hereof, the issuance and delivery of the shares of Common Stock, issuable upon conversion of the Preferred Shares.  The Preferred Shares shall have the rights, preferences,
privileges and restrictions set forth in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock of Assured, in the form
attached hereto as </FONT><U><FONT face="serif">Exhibit C</FONT></U><FONT face="serif"> (the &#147;</FONT><I><FONT face="serif">Certificate of Designations</FONT></I><FONT face="serif">&#148;).  The Common Shares</FONT></P>
<P align="left">&nbsp;</P>

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<FONT face="serif">shall have the rights, preferences, privileges and restrictions set forth in the Assured&#146;s Amended and Restated Articles of Incorporation, as amended (the &#147;</FONT><I><FONT face="serif">Charter</FONT></I><FONT face="serif">&#148;).</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 1.02 </FONT></B><B><U><FONT face="serif">Sale
and Purchase</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Subject
to the terms and conditions of this Agreement, at the  Closing (as defined below)
Assured will sell, issue and deliver to Purchaser, and Purchaser will purchase
from Assured (a) the Preferred Shares at a purchase price of &#36;1,000 per Preferred
Share, and (b) the Common Shares at a purchase price of
&#36;</FONT><B><FONT face="serif">0.0102 </FONT></B><FONT face="serif">per Common
Share. </FONT></P>
<P align="center">
<B><FONT face="serif">ARTICLE II</FONT></B></P>
<P align="center">
<B><FONT face="serif">CLOSING, DELIVERY AND PAYMENT</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 2.01</FONT></B><FONT face="serif"> </FONT><B><U><FONT face="serif">Closing</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">The closing of the sale and purchase of the
Shares under this Agreement and the closing under the other Transaction Agreements (together, the </FONT><I><FONT face="serif">&#147;Closing&#148;</FONT></I><FONT face="serif">) shall take place as soon as reasonably practicable following the
satisfaction of the conditions set forth in Article VI hereof as the parties hereto shall mutually agree (the &#147;</FONT><I><FONT face="serif">Closing Date</FONT></I><FONT face="serif">&#148;) at the offices of Reitler Brown &amp; Rosenblatt LLC,
counsel to Assured. The parties agree that the delivery of this Agreement, the other Transaction Agreements and any other documents at the Closing may be effected by means of an exchange of facsimile signatures with original copies to follow by mail
or courier service. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 2.02 </FONT></B><B><U><FONT face="serif">Delivery and Payment</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">At the Closing, subject to the terms and conditions of this
Agreement, Assured will deliver to Purchaser one or more stock certificates representing the Preferred Shares and one or more stock certificates representing the Common Shares against payment from Purchaser of the Purchase Price less &#36;1,200,000
(the </FONT><I><FONT face="serif">&#147;Indemnification Holdback&#148;</FONT></I><FONT face="serif">) by (a) a certified or official bank check made payable to the order of Assured, (b) the wire transfer of immediately available funds into a
separately designated account as designated in writing by Assured (the </FONT><I><FONT face="serif">&#147;Separate Account&#148;</FONT></I><FONT face="serif">), or (c) any combination of the foregoing. </FONT></P>
<P align="center">
<B><FONT face="serif">ARTICLE III</FONT></B></P>
<P align="center">
<B><FONT face="serif">REPRESENTATIONS AND WARRANTIES OF ASSURED</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Except as set forth in the letter,
of even date herewith (the &#147;</FONT><I><FONT face="serif">Assured</FONT></I><FONT face="serif"> </FONT><I><FONT face="serif">Disclosure
Letter</FONT></I><FONT face="serif">&#148;),
from Assured to Purchaser, which Assured Disclosure Letter and the exceptions
contained therein shall be deemed to be part of the representations and warranties
made in this Article III, Assured hereby represents and warrants to Purchaser
as of the date hereof and as of the Closing Date that the statements contained
in this Article III are true and correct. The Assured Disclosure Letter shall
be arranged in numbered paragraphs corresponding to the numbered and lettered
subsections contained in this Article III. For purposes of this Agreement, the
phrases &#147;</FONT><I><FONT face="serif">knowledge
of Assured</FONT></I><FONT face="serif">&#148; or &#147;</FONT><I><FONT face="serif">Assured&#146;s
 knowledge</FONT></I><FONT face="serif">&#148;, or words of similar import, shall
 mean the knowledge of matters of which Robert DelVecchio, Haresh Sheth, and
 John Eric Mutter in the reasonably prudent exercise of their duties are actually
  aware.</FONT></P>
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<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.01 </FONT></B><B><U><FONT face="serif">Exchange Act</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) The Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the &#147;</FONT><I><FONT face="serif">Exchange Act</FONT></I><FONT face="serif">&#148;), and
Assured is subject to the periodic reporting requirements of Section 13 of the Exchange Act. Assured has taken no action to terminate such Exchange Act registration. Assured has made available to Purchaser true, complete, and correct copies of all
documents filed or furnished with the United States Securities and Exchange Commission (the</FONT><I><FONT face="serif"> &#147;SEC&#148;</FONT></I><FONT face="serif">) by or on behalf of Assured (the </FONT><I><FONT face="serif">&#147;SEC
Documents&#148;</FONT></I><FONT face="serif">).  The SEC Documents, including, without limitation, any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (i) did not contain any untrue
statement of a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the applicable rules
and regulations thereunder. All required reports or other filings required by Section 13(a) or 15(d) the Exchange Act in the last two years were timely made. To Assured&#146;s knowledge, each director and executive officer thereof has filed with the
SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since</FONT><B><FONT face="serif"> </FONT></B><FONT face="serif">at least December 31, 2006.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b) Except as otherwise set forth in the Assured Disclosure Letter, Assured is in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it.
Assured and the Assured Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management&#146;s general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in
accordance with management&#146;s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Assured has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Assured and designed such disclosure controls and procedures to ensure that material information relating to Assured, including
the Assured Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which Assured&#146;s most recently filed periodic report under the Exchange Act is being prepared. Assured&#146;s
certifying officers have evaluated the effectiveness of Assured&#146;s controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the </FONT><I><FONT face="serif">&#147;Evaluation Date&#148;</FONT></I><FONT face="serif">). Assured presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures based on their evaluations as of the Evaluation Date.  Since the Evaluation Date, there have been no changes in Assured&#146;s internal control over financial reporting (as such term is defined in Rule 13a and 15(f) of the
Exchange Act) that have materially affected or are reasonably likely to materially affect, Assured&#146;s internal control over financial reporting. </FONT></P>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Assured has made available to Purchaser copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The books, records and accounts of Assured
accurately and fairly reflect, in reasonable detail, the transactions in, and dispositions of, the assets of, and the results of operations of, Assured all to the extent required by generally accepted accounting principles.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) The Chief Executive Officer and the Chief Financial Officer of Assured have signed, and Assured has furnished to the SEC, all certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither Assured nor any of its officers has received notice from any governmental entity
questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d) Assured has made available to Purchaser complete and correct copies of all certifications filed with the SEC pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and hereby
reaffirms, represents and warrants to Purchaser the matters and statements made in such certificates. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.02 </FONT></B><B><U><FONT face="serif">Trading Market</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">The Common Stock is eligible to trade and be quoted on the
over-the-counter Bulletin Board market maintained by The Nasdaq Stock Market (the &#147;</FONT><I><FONT face="serif">OTCBB</FONT></I><FONT face="serif">&#148;). Assured has performed or satisfied all of its undertakings to, and of its obligations
and requirements with, the SEC. Assured has not, and shall not have taken any action that would preclude, or otherwise jeopardize, the inclusion of the Common Stock for quotation on the OTCBB. </FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.03 </FONT></B><B><U><FONT face="serif">Organization;
Good Standing; Qualification; Authorizations</FONT></U></B><B><FONT face="serif">.</FONT></B> <FONT face="serif">Assured
has no subsidiaries, as such term is defined in Exchange Act Rule 1-02 of Regulation
S-X, or affiliated corporations or owns any interest in any other enterprise
(whether or not such enterprise is a corporation) other than as set forth in
the Assured Disclosure Letter (the &#147;</FONT><I><FONT face="serif">Assured
Subsidiaries</FONT></I><FONT face="serif">&#148;).
Except as set forth in the Assured Disclosure Letter, Assured owns, directly
or indirectly, all of the capital stock or other equity interests of each Assured
Subsidiary free and clear of any liens and all of the issued and outstanding
shares of capital stock of each Assured Subsidiary were duly authorized, validly
issued and are fully paid, non assessable and free of preemptive or similar rights
to subscribe for or purchase securities. Assured and each of the Assured Subsidiaries
has been duly organized and is validly existing as a corporation in good standing
under the laws of its respective jurisdiction of incorporation with full power
and authority (corporate and other) to own, lease and operate its respective
properties and conduct its respective business as described in the SEC Documents.
Except as set forth in the Assured Disclosure Letter, Assured and each of the
Assured Subsidiaries is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which the ownership or leasing
of its respective properties or the conduct of its respective business requires
such qualification, except where the failure to be so qualified or be in good
standing would not have or could not reasonably be expected to have a material
adverse effect on the business, prospects, financial condition, and results</FONT></P>
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<FONT face="serif">of operations of Assured and the Assured Subsidiaries taken as a whole (a </FONT><I><FONT face="serif">&#147;Material Adverse Effect</FONT></I><FONT face="serif">&#148;); no proceeding has been instituted in any such jurisdiction,
revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification; neither Assured nor any of the Assured Subsidiaries is in violation of its respective charter or bylaws or in default or in
violation in the performance or observance of any obligation, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness, or in any lease, contract, indenture, mortgage, deed of trust, loan agreement,
joint venture or other agreement or instrument to which it is a party or by which it or its respective properties or assets may be bound, which violation or default would have a Material Adverse Effect. The SEC Documents accurately describe, in all
material respects, any corporation, association or other entity owned or controlled, directly or indirectly, by Assured. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.04 </FONT></B><B><U><FONT face="serif">Authority</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Except as set forth in the last sentence of Section 3.06(g), Assured
has all requisite power and authority to execute, deliver, and perform each of the Transaction Agreements and otherwise carry out its obligations hereunder and thereunder. All necessary proceedings of Assured and the Board of Directors of Assured
(the </FONT><I><FONT face="serif">&#147;Board&#148;</FONT></I><FONT face="serif">) have been duly taken to authorize the execution, delivery, and performance of each of the Transaction Agreements thereby.  Each of the Transaction Agreements has been
duly authorized by all necessary corporate action of Assured. Each of the Transaction Agreements has been (or upon delivery will have been) duly executed by Assured and, when delivered by all parties thereto in accordance with the terms hereof and
thereof, will constitute legal, valid, and binding obligations of Assured, and will be enforceable as to Assured in accordance with its respective terms. Except as otherwise set forth in the Transaction Agreements or the Assured Disclosure Letter,
no consent, waiver, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any court, government or governmental agency or body, domestic or foreign having jurisdiction over Assured, any of the
Assured Subsidiaries, or over its respective properties or assets (collectively, </FONT><I><FONT face="serif">&#147;Governmental Authority&#148;</FONT></I><FONT face="serif">), is required for the execution, delivery, or performance thereof by
Assured.  No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the execution and delivery of any Transaction Agreements and the consummation by Assured of the transactions contemplated by
the Transaction Agreements, except such as may be required under the Securities Act or under state or other securities or blue sky laws, all of which requirements have been, or in accordance therewith will be, satisfied in all material respects.
Except as set forth in the Assured Disclosure Letter, no consent of any party to any material contract, agreement, instrument, lease, license, arrangement, or understanding to which Assured or any of the Assured Subsidiaries is a party, or to which
its or any of its respective businesses, properties, or assets are subject, is required for the execution, delivery, or performance of any of the Transaction Agreements; and except as set forth in the Assured Disclosure Letter, and subject to
Section 3.06(g) hereof, the execution, delivery, and performance of the Transaction Agreements will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to
terminate or call a default under, entitle any party to receive rights or privileges that such party was not entitled to receive immediately before this Agreement was executed under, or create any obligation on the part of Assured or any of the
Assured Subsidiaries to</FONT></P>
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<FONT face="serif">which it was not subject immediately before this Agreement was executed under, any term of any such material contract, agreement, instrument, lease, license, arrangement, or understanding, or violate, conflict with or result in a
breach of any term of the Charter or Assured&#146;s Bylaws, as amended (the </FONT><I><FONT face="serif">&#147;Bylaws&#148;</FONT></I><FONT face="serif">), or the charter or bylaws of any of the Assured Subsidiaries or, if the provisions of the
Transaction Agreements are satisfied, violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, decree, injunction, or writ of any Governmental Authority. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.05 </FONT></B><B><U><FONT face="serif">Litigation</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">There is not any pending or, to Assured&#146;s knowledge, threatened,
action, suit, claim, inquiry, notice of violation, investigation or proceeding <I>(&#147;Litigation&#148;)</I> against Assured, any of the Assured Subsidiaries, or any of Assured&#146;s or Assured
Subsidiary&#146;s respective officers or directors or any of their respective properties, assets or rights, before any arbitrator, mediator or Governmental Authority, an adverse determination in which would have or could reasonably be expected to
have a Material Adverse Effect. Neither Assured nor any Assured Subsidiary nor any director or officer of Assured or any Assured Subsidiary is the subject of any claim or inquiry involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of Assured, there is not pending or contemplated, any investigation by the SEC involving Assured or any current or former director or officer of
Assured. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Assured under the Securities Act.</FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.06 </FONT></B><B><U><FONT face="serif">Capitalization</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) As of the date hereof, the
authorized capital stock of Assured consists of (i) 150,000,000 shares of Common
Stock, of which approximately 56,606,113 shares of Common Stock are outstanding
and  approximately 55,926,286 shares of Common Stock are reserved for issuance
pursuant to stock options and convertible securities, and (ii) 5,000,000 shares
of preferred stock, the designations, preferences, and rights with respect to
which may be  determined by time to time by the Board, none of which is outstanding.
Each of such outstanding shares of Common Stock is duly and validly authorized,
validly issued, fully paid, and nonassessable, has not been issued and is not
owned or held in  violation of any preemptive or similar right of stockholders.
Except as disclosed in the Assured Disclosure Letter, (i) there is no commitment,
plan, or arrangement to issue, and no outstanding option, warrant, or other right
calling for the  issuance of, any share of capital stock of, or any security
or other instrument convertible into, exercisable for, or exchangeable for capital
stock of, Assured, and (ii) except as described in the Assured Disclosure Letter,
there is outstanding no  security or other instrument convertible into or exchangeable
for capital stock of Assured.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b) As of the date hereof, under Assured&#146;s stock option plans (the &#147;</FONT><I><FONT face="serif">Stock Plan</FONT></I><FONT face="serif">s&#148;), 8,490,916 shares of Common Stock are
available for issuance, of which no shares of Common Stock are subject to options granted and outstanding, and under Assured&#146;s warrant plans (the &#147;</FONT><I><FONT face="serif">Warrant Plans</FONT></I><FONT face="serif">&#148; and, together
with the Stock Plans, each, a &#147;</FONT><I><FONT face="serif">Plan</FONT></I><FONT face="serif">&#148; and collectively, the &#147;</FONT><I><FONT face="serif">Plans</FONT></I><FONT face="serif">&#148;), 15,750,000 shares of Common Stock are
available for issuance as of the date of hereof, of which no shares of Common Stock are subject to</FONT></P>
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<FONT face="serif">6</FONT></P>

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<FONT face="serif">warrants granted and outstanding. As of the date hereof, 7,450,000 shares of Common Stock are subject to outstanding options granted outside of the Stock Plans, and 4,680,356 shares of Common Stock are subject to outstanding
warrants granted outside of the Warrant Plans. Except as set forth in the Assured Disclosure Letter, the shares reserved for issuance under the Plans, and except as may be granted pursuant to the Transaction Agreements, there are no outstanding
options, warrants, rights (including conversion or preemptive rights, rights of first refusal and phantom stock rights), proxy, voting, transfer restriction or stockholder agreements, or agreements of any kind for the purchase or acquisition from
Assured of any of its securities. All options, warrants and rights granted under the Plans, comply with the terms of the Plans. The description of Assured's Plans and the options or other rights granted and exercised thereunder are set forth in the
Assured Disclosure Letter. Assured has not granted stock options to its employees or directors for which the grant date as determined under FAS 123R is different from the date of the action taken to grant the option, except when the action taken
preceded the commencement of an employee&#146;s employment and the grant was effective upon commencement of the employee&#146;s employment.  Assured has not coordinated the grant date for employee or director stock options or restricted stock grants
in a manner to benefit the option holders from the public release of material non-public information regarding Assured. Any statements in the SEC Documents regarding employee and director stock options are complete and accurate in all material
respects.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) Except as set forth in the other Transaction Agreements or as set forth in the Assured Disclosure Letter, Assured is not under any obligation, and has not granted any rights, to register under the
Securities Act, the issuance or sale of any of Assured&#146;s presently outstanding securities or any of its securities that may hereafter be issued. Except as contemplated in the Stockholders&#146; Agreement, to the knowledge of Assured, no
stockholder of Assured has entered into any agreement with respect to the voting or transfer of equity securities of Assured.  No stockholder of Assured has any right to request or require Assured to register the sale of any shares owned by such
stockholder under the Securities Act on any registration statement.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d) All issued and outstanding shares of the Common Stock were issued, offered and sold in compliance in all material respects with all applicable securities laws, including, without limitation, the
registration requirements of the Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(e) Assured and the Board have adopted the Certificate of Designations through all necessary corporate action. Subject to the last sentence of Section 3.06(g), upon the filing of the Certificate of
Designations with the Secretary of State of the State of Nevada, the rights, preferences and privileges of the Shares will be governed by the Charter and the Certificate of Designations. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(f) When delivered by Assured against payment therefor in accordance with the terms of this Agreement, the Shares will be (i) duly and validly issued and fully paid and nonassessable, (ii) will be
sold free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest of any kind (other than any of the foregoing</FONT></P>
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<FONT face="serif">created by the Purchasers), and, other than as provided in the Transaction Agreements, no preemptive or similar right, co-sale right, registration right, right of first refusal or other similar right of stockholders exists with
respect to any of the Shares or the issuance and sale thereof other than those that have been expressly waived prior to the date hereof and those that will automatically expire upon the execution hereof, and (iii) assuming the accuracy of the
representations and warranties of Purchaser contained in Article IV hereof, issued in compliance with applicable federal and state securities laws. No further approval or authorization of any stockholder, the Board or others is required for the
issuance and sale or transfer of the Shares, except as may be required under the Securities Act, the rules and regulations promulgated thereunder or under state or other securities, blue sky laws, or the Transaction Agreements.  Except as set forth
in the Assured Disclosure Letter, the issuance and sale of the Shares will not obligate Assured to issue any shares of Common Stock or any other Assured securities to any party other than the Purchaser or adjust any exercise or conversion prices of
any outstanding securities convertible into Common Stock. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(g) Subject to the last sentence of this paragraph (g) and stockholder approval of the Charter Amendment, when delivered by Assured against conversion of the Preferred Shares in accordance with the
Certificate of Designations, the shares of Common Stock issuable upon conversion of the Preferred Shares (the &#147;</FONT><I><FONT face="serif">Conversion Shares</FONT></I><FONT face="serif">&#148;) (i) will be duly and validly issued and fully
paid and nonassessable, (ii) will be free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest of any kind (other than any of the foregoing created by the Purchasers), and, other than as provided in the
Transaction Agreements, no preemptive or similar right, co-sale right, registration right, right of first refusal or other similar right of stockholders exists with respect to any of the Conversion Shares or the issuance and sale thereof other than
those that have been expressly waived prior to the date hereof and those that will automatically expire upon the execution hereof, and (iii) assuming the accuracy of the representations and warranties of Purchaser contained in Article IV hereof,
will be issued in compliance with applicable federal and state securities laws. No further approval or authorization of any stockholder, the Board or others is required for the issuance and sale or transfer of the Shares, except as may be required
under the Securities Act, the rules and regulations promulgated thereunder or under state or other securities laws or regulations, blue sky laws, or the Transaction Agreements. Except as set forth in the Assured Disclosure Letter, the issuance and
sale of the Conversion Shares will not obligate Assured to issue any Common Stock or any other Assured securities to any party other than the Purchaser or adjust any exercise or conversion prices of any outstanding securities convertible into Common
Stock. Assured has an insufficient number of authorized, but unissued, shares of Common Stock to satisfy requirements with respect to the issuance of shares of Common Stock upon the exercise, exchange, or conversion of securities exercisable or
exchangeable for, or convertible into, shares of Common Stock, including the Shares. </FONT></P>
<P align="left">
<B><FONT size=1 face="serif"> </FONT></B><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section
3.07 </FONT></B><B><U><FONT face="serif">Financial Statements</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Miller,
Ellin &amp; Company, LLP
(&#147;</FONT><I><FONT face="serif">Miller</FONT></I><FONT face="serif">&#148;),
which has examined the consolidated financial statements of Assured, together
with the related schedules and notes, for the fiscal years ended</FONT><FONT face="serif"> December
31, 2007 and 2006 filed with the SEC as a part of the SEC Documents, are independent
accountants within</FONT></P>
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<FONT face="serif">8</FONT></P>

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<FONT face="serif">the meaning of the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder and are a registered public accounting firm as required by the Securities Act; the audited consolidated financial statements
of Assured, together with the related schedules and notes, and the unaudited consolidated financial information, forming part of the SEC Documents, fairly present and will fairly present the consolidated financial position and the consolidated
results of operations of Assured at the respective dates and for the respective periods to which they apply; and all audited consolidated financial statements of Assured, together with the related schedules and notes, and the unaudited consolidated
financial information, filed with the SEC as part of the SEC Documents, complied as to form in all material respects with applicable accounting requirements and with the rules and regulations of the SEC with respect hereto when filed, have been and
will be prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods involved (except as may be indicated in the notes thereto or as permitted by the rules and regulations of the SEC)
and fairly present and will, through Closing, fairly present, subject in the case of the unaudited consolidated financial statements, to customary year end audit adjustments, the consolidated financial position of Assured as at the dates thereof and
the results of its operations and cash flows.  The procedures pursuant to which the aforementioned consolidated financial statements have been audited are compliant with generally accepted auditing standards. The selected and summary consolidated
financial and statistical data included in the SEC Documents present fairly the information shown therein and have been compiled on a basis consistent with the audited consolidated financial statements presented therein.  No other financial
statements or schedules are required to be included in the SEC Documents. The financial statements referred to in this Section 3.07 contain all certifications and statements required under the SEC&#146;s Order, dated June 27, 2002, pursuant to
Section 21(a)(1) of the Exchange Act (File No. 4-460), Rule 13a-14 or 15d-14 under the Exchange Act, or 18 U.S.C. Section 1350 (Sections 302 and 906 of the Sarbanes-Oxley Act of 2002) with respect to the report relating thereto.  Assured has made
known, or caused to be made known, to the accountants or auditors who have prepared, reviewed, or audited the aforementioned consolidated financial statements all material facts and circumstances which could affect the preparation, presentation,
accuracy, or completeness thereof. </FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.08 <U>Material
Changes</U>. </FONT></B><FONT face="serif">Since
June 30, 2008 (the &#147;</FONT><I><FONT face="serif">Last Assured Financial
 Statement Date</FONT></I><FONT face="serif">&#148;), except as disclosed in
 the SEC Documents or in the Assured Disclosure Letter: </FONT></P>


<UL><P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) There
      has at no time been a Material Adverse Effect;</FONT> </P>
<P align="left"><FONT face="serif">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b)</FONT>&nbsp;<FONT face="serif">Assured
  has not authorized, declared, paid, or effected any</FONT> dividend or liquidation or other distribution in
  respect of its capital stock or any direct or indirect redemption, purchase,
  or other acquisition of any stock of Assured or any Assured Subsidiary;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) Assured has not issued any
equity securities to any officer, director or Affiliate, except pursuant to existing
Plans; </FONT></P>
</UL>
<P align="center">
</P>
<div align="center"><FONT face="serif">9</FONT>
  </P>

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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d) The operations and businesses
of Assured and the Assured Subsidiaries have been conducted in all respects only
in the ordinary course; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(e) Assured has not incurred
any liabilities (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or
due or to become due) other than (A) trade payables and accrued expenses incurred in the ordinary course of business of Assured consistent with past practice and (B) liabilities not required to be reflected in
Assured&#146;s financial statements pursuant to United States generally accepted accounting principals or required to be disclosed in filings made with the SEC;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(f) Assured has not altered
its method of accounting;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(g) Assured has not entered
into, committed to, or consummated any transaction that is material to Assured;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(h) Assured has not experienced
any strike, work stoppage or lockout or encountered any labor union organizing
activities by or among its employees;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(i) Assured (or the Assured
Subsidiaries) have not increased the compensation payable, or to become payable,
to any directors, officers, employees or contractors; made any bonus payment
or similar arrangement with any directors, officers, employees or contractors;
or adopted, amended, modified or terminated any bonus, profit sharing, incentive,
severance or other plan, contract or commitment for the benefit of any of its
directors, officers, employees or contractors; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(j) Assured has not incurred
any obligation, direct or contingent, that is material to Assured, except such
obligations as have been incurred in the ordinary course of business; and </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(k) There has been no change
in the capital stock or outstanding indebtedness of Assured or any Assured Subsidiary
that is material to Assured and the Assured Subsidiaries taken as a whole.
</FONT></P>
</ul><P align="left">
<FONT face="serif">There is no fact known to Assured which may have or could reasonably be expected to have a Material Adverse Effect (as far as Assured can reasonably foresee). For purposes of this Agreement, </FONT><I><FONT face="serif">&#147;Affiliate&#148; </FONT></I><FONT face="serif">means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity as such
terms are used in and construed under Rule 144 under the Securities Act. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.09 </FONT></B><B><U><FONT face="serif">Properties</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">(i)</FONT><B><FONT face="serif"> </FONT></B><FONT face="serif">Assured and each of the Assured Subsidiaries has good and marketable title to the respective properties and assets described in the Assured Disclosure Letter as owned by it, free and clear of any pledge, lien, security interest,
encumbrance, claim or equitable interest, other than such as would not materially affect the value of such property or asset, (ii) the agreements to which Assured or any of the Assured Subsidiaries is a party listed in the Assured Disclosure Letter
are legal, valid and</FONT></P>
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<FONT face="serif">10</FONT></P>

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<FONT face="serif">binding agreements, in full force and effect, enforceable by Assured in accordance with their terms, and, to Assured&#146;s knowledge, the other contracting party or parties thereto are not in breach or default under any of such
agreements, and (iii) Assured and each of the Assured Subsidiaries has valid and enforceable leases for all properties described in the Assured Disclosure Letter as leased by it. Except as set forth in the Assured Disclosure Letter, Assured owns or
leases all such properties as are necessary to its respective operations as now conducted and as described in the SEC Documents. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.10 </FONT></B><B><U><FONT face="serif">Taxes and Undisclosed Liabilities</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Neither</FONT><B><FONT face="serif">
</FONT></B><FONT face="serif">Assured nor any Assured Subsidiary has any material liability of any nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to
become due), including, without limitation, liabilities for federal, state, local, or foreign taxes and penalties, interest, and additions to tax (&#147;</FONT><I><FONT face="serif">Taxes</FONT></I><FONT face="serif">&#148;) and liabilities to
customers or suppliers, other than the following: </FONT></P>
<UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) Liabilities for which full
provision has been made on the balance sheet included in the consolidated financial
statements of Assured as of June 30, 2008 (the
&#147;</FONT><I><FONT face="serif">Last Assured Financial Statements</FONT></I><FONT face="serif">&#148;);
and </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b) Other liabilities arising
since the Last Assured Financial Statement Date and prior to the Closing in the
ordinary course of business (which does not arise out of, relate to or result
from and which is not in the nature of and was not caused by any breach of contract,
breach of warranty, tort, infringement or other violation of applicable law)
which are not inconsistent with the representations and warranties of Assured
or any other provision of this Agreement.</FONT></P>
</UL><P align="left">
<FONT face="serif">Without limiting the generality of the foregoing, the amounts set up as provisions for Taxes in the Last Assured Financial Statements are sufficient for all accrued and unpaid Taxes of Assured, whether or not due and payable and
whether or not disputed, under tax laws, as in effect on the Last Assured Financial Statement Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto.  The execution, delivery, and performance of the
Transaction Agreements by Assured will not cause any Taxes to be payable by Assured or any of the Assured Subsidiaries or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any
Taxes. The Internal Revenue Service (the </FONT><I><FONT face="serif">&#147;IRS&#148;</FONT></I><FONT face="serif">) has audited and settled or the statute of limitations has run upon all federal income tax returns of Assured and each of the Assured
Subsidiaries for all taxable years up to and including the taxable year ended December 31, 2001. Assured and each of the Assured Subsidiaries has filed all federal, state, local, and foreign tax returns required to be filed by it; has made available
to Purchaser a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the last balance sheet included in the Last Assured Financial Statements a reserve for) all Taxes, assessments, and other
governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has made available to Purchaser a true and correct copy of any report as to adjustments received by it
from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pending,</FONT></P>
<P align="center">
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<FONT face="serif">threatened, or in prospect with respect to any such report or the subject matter of such report.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.11 </FONT></B><B><U><FONT face="serif">Insurance</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">All policies of fire and other insurance against casualty and other
losses and public liability insurance carried by Assured and the Assured Subsidiaries are described in the Assured Disclosure Letter and are in full force and effect.  A full and complete copy of each such insurance policy has been made available to
Purchaser.  All premiums in respect of such policies for which premium notices have been received have been paid in full as the same become due and payable. Neither Assured nor any Assured Subsidiary has failed to give any notice or present any
claim under any insurance policy in due and timely fashion. There are no actual claims or claims threatened in writing against Assured or any Assured Subsidiary which could come within the scope of such coverage nor are any such policies currently
threatened with cancellation.  There are no outstanding requirements or recommendations by any insurance company that issued a policy with respect to any of the respective assets, the businesses, or operations of Assured or any Assured Subsidiary or
by any Board of Fire Underwriters or other body exercising similar functions or by any governmental authority requiring or recommending any repairs or other work to be done on, or with respect to, any of the respective assets of Assured or any
Assured Subsidiary or requiring or recommending any equipment or facilities to be installed on any premises from which the respective businesses of Assured or any Assured Subsidiary is conducted or in connection with any of the respective assets
thereof. To Assured&#146;s knowledge, there is no material proposed increase in applicable insurance rates or of any conditions or circumstances applicable to the respective businesses thereof that might result in such increases.  No such policy is
terminable by virtue of the transactions contemplated by this Agreement or any other Transaction Agreement. To Assured&#146;s knowledge, no insurance provider has any plan or intention to terminate, modify or cancel any insurance policy carried by
Assured. </FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.12 </FONT></B><B><U><FONT face="serif">Employees; Immigration</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif"> </FONT></B><FONT face="serif">(a) Except as set forth in the Assured Disclosure Letter: (i) Assured and the Assured Subsidiaries have no present intention to terminate any employee&#146;s
employment; (ii) no employee is a party to any confidentiality, non competition, proprietary rights or similar contract between such employee and any person or entity other than Assured (or an Assured Subsidiary) that is material to the performance
of such employee&#146;s employment duties or the ability of Assured (or an Assured Subsidiary) to conduct the business of Assured; (iii) there is no collective bargaining agreement or relationship with any labor organization; (iv) no labor
organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (v) to Assured&#146;s knowledge, no union organizing or decertification effort exists or has occurred since January 1, 2005
or is threatened and no circumstance reasonably likely to result in any of the foregoing exists; (vi) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2005 or, to the knowledge of
Assured, is threatened; (vii) there is no workers&#146; compensation liability, experience or matter that will or is reasonably likely to materially and adversely affect Assured; (viii) there is no material employment related proceeding</FONT></P>
<P align="center">
<FONT face="serif">12</FONT></P>

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<FONT face="serif">pending or threatened regarding an alleged violation or breach by Assured or any Assured Subsidiary (or any of their managers, officers or directors) of any applicable law or contract; and (ix) no employee or agent of Assured (or
an Assured Subsidiary) has committed any act or omission giving rise to any material liability for any violation or breach by Assured or an Assured Subsidiary (or any of their managers, officers or directors) of any applicable law or any contract.
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (b) The Assured Disclosure Letter lists, as of the date hereof, the name, position, base compensation and, for calendar year 2007, total compensation for each employee and independent contractor of
Assured and the Assured Subsidiaries who received more than &#36;100,000. Except as set forth in the Assured Disclosure Letter, no management level employee has communicated to Assured any intention to terminate such employee&#146;s employment with
Assured (or the Assured Subsidiaries). </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (c) With respect to the transaction contemplated by this Agreement, any notice required under any applicable law or collective bargaining agreement with respect to any employee has been given, and
all bargaining obligations with any employee representative have been satisfied or will be satisfied prior to Closing. Throughout the past three years, Assured and the Assured Subsidiaries have not implemented any plant closing or layoff of
employees governed by the WARN Act or any similar applicable law, rule or regulation. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (d) Assured is not aware of any existing or imminent labor disturbance by the employees of any principal suppliers or customers of Assured or any of the Assured Subsidiaries that might reasonably be
expected to have a Material Adverse Effect.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (e) Neither Assured nor any of the Assured Subsidiaries is delinquent in payments to any of its respective employees, consultants, or independent contractors for any wages, salaries, commissions,
bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors.  Assured and each of the Assured Subsidiaries has withheld and
paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from their respective employees and independent contractors and is not liable for any arrears of wages,
taxes, penalties, or other sums for failure to comply with any of the foregoing or with any applicable laws relating to work classification. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (f) Except as set forth in the Assured Disclosure Letter: (i) Assured (or an Assured Subsidiary) has in its files a Form I 9 that is validly and properly completed in accordance with applicable law
for each employee of Assured (and the Assured Subsidiaries) with respect to whom such form is required under applicable law; (ii) Assured and the Assured Subsidiaries have not received any notice or other communication from any Governmental
Authority or other person or entity regarding any violation or alleged violation of any applicable law relating to hiring, recruiting, employing (or continuing to employ) anyone not authorized to work in the United States; (iii) for each employee of
Assured (or an Assured Subsidiary) whose social security</FONT></P>
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<FONT face="serif">13</FONT></P>

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<FONT face="serif">number (or purported social security number) has appeared on any &#147;no match&#148; notification from the Social Security Administration (SSA), such employee or Assured (or the Assured Subsidiary) has resolved in accordance with
applicable law each discrepancy or non-compliance with applicable law with respect to such social security number (or, if applicable, such purported social security number); (iv) Assured (or the Assured Subsidiary) has a public access file for all
employees working under the H-1B visa program, and the public access file is in compliance with Section 655.760 of Title 20 of the Code of Federal Regulations; and (v) Assured and the Assured Subsidiaries are in compliance with the Department of
Labor&#146;s Labor Condition Application provisions set forth in Title 20 of the Code of Federal Regulations, Section 655.700 et. seq.</FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.13 </FONT></B><B><U><FONT face="serif">Intellectual Property</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a)</FONT><B><FONT face="serif"> </FONT></B><FONT face="serif">The Assured Disclosure Letter lists all: (i) trademarks, service marks, trade names, logos, telephone numbers, internet domain names,
and other symbols, names or marks used to identify products or services, and any goodwill related to any of the foregoing; (ii) patents and other industrial property rights; (iii) works of authorship, including copyrights and moral rights; (iv)
computer software, including source code, object code, firmware, and HTML code (collectively </FONT><I><FONT face="serif">&#147;Software&#148;</FONT></I><FONT face="serif">); (v) databases, compilations, data, trade secrets, confidential
information, (including any idea, research, design, drawing, specification, customer or supplier list, pricing or cost information, or business or marketing plan or proposal) and know-how; (vi) technology, inventions (whether patentable or
unpatentable), compositions, processes, techniques, formulae, algorithms, models, methodologies, and any improvements to any of the foregoing; (vii) mask rights; (viii) any other proprietary rights, rights in or to intangible assets, or rights of
publicity or privacy; and (ix) all rights in or relating to the foregoing, including any application, registration or renewal of any of the foregoing (collectively, </FONT><I><FONT face="serif">&#147;Intellectual Property&#148;</FONT></I><FONT face="serif">) of Assured that is registered with any Governmental Authority (or with any Person that maintains domain name registrations), all applications for any such registration material to the operation of the business of Assured. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b) Assured owns (free and clear of all encumbrances), or has the right to use without payment of any royalty, license fee or similar fee (other than pursuant to a Material Contract), the material Intellectual Property used by
Assured in the operation of its business. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) Assured has not received notice that any registered Intellectual Property has been declared unenforceable or otherwise invalid by any Governmental Authority, and no Intellectual Property of Assured is or has been involved in
any interference, reissuance, reexamination, invalidation, cancellation, opposition or similar proceeding and, to Assured&#146;s knowledge, no such proceeding is threatened; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d) Assured has not received any written or oral charge, complaint, claim, demand or notice alleging that any use, sale or offer to sell of any good or service of Assured interferes with, infringes upon, misappropriates or
violates any Intellectual Property right of any other person, including any claim that Assured must license or</FONT></P>
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<FONT face="serif">14</FONT></P>

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<FONT face="serif">refrain from using any Intellectual Property right of any other person or any offer by any other person to license any Intellectual Property right of any other person;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(e) Assured is not interfering with, infringing upon, misappropriating or violating the Intellectual Property of any other person, and, to Assured&#146;s knowledge, no other person is interfering with, infringing upon,
misappropriating or violating the Intellectual Property of Assured. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.14 </FONT></B><B><U><FONT face="serif">Investment Company Act</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Assured has been advised concerning the Investment
Company Act of 1940, as amended (the &#147;</FONT><I><FONT face="serif">Investment Company Act</FONT></I><FONT face="serif">&#148;), and the rules and regulations thereunder, and has in the past conducted, and intends in the future, to conduct its
affairs in such a manner as to ensure that it is not and will not become an &#147;investment company&#148; or a company &#147;controlled&#148; by an &#147;investment company&#148; within the meaning of the Investment Company Act and such rules and
regulations. After receipt of payment for the Shares, neither Assured nor any Assured Subsidiary will be an &#147;investment company&#148; within the meaning of the Investment Company Act. </FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.15 </FONT></B><B><U><FONT face="serif">Political Contributions; Foreign Corrupt Practices Act</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) Neither Assured nor any of the Assured Subsidiaries has, and no person or entity acting on behalf or at the request of Assured or any of the Assured Subsidiaries has, at any time during the last
five years (i) made any unlawful contribution to any candidate for foreign office or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person
charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any other applicable jurisdiction. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b) No officer, director or Affiliate of Assured or any of the Assured Subsidiaries, has been, within the five years ending on the Closing Date, a party to any bankruptcy petition against such person
or against any business of which such person was affiliated; convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business, securities or banking activities; or
found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or
vacated.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) Neither Assured or any of the Assured Subsidiaries, nor, to the best knowledge of Assured, any director, officer, agent, employee, or other person associated with, or acting on behalf of, Assured
or any of the Assured Subsidiaries, has, directly or indirectly: used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic
government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; violated any provision of the Foreign Corrupt</FONT></P>
<P align="center">
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<FONT face="serif">Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.  Assured&#146;s internal accounting controls and procedures are sufficient to cause Assured and each of
the Assured Subsidiaries to comply in all respects with the Foreign Corrupt Practices Act of 1977, as amended. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.16 </FONT></B><B><U><FONT face="serif">Market Stabilization</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Neither</FONT><B><FONT face="serif"> </FONT></B><FONT face="serif">Assured nor any of the Assured Subsidiaries has, and no person acting on behalf thereof has taken or will take, directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in, stabilization in
violation of law, or manipulation, of the price of the Common Stock. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.17 </FONT></B><B><U><FONT face="serif">Environmental Laws</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Except as set forth in the Assured Disclosure Letter, (i)
Assured and each of the Assured Subsidiaries is in compliance in all material respects with all Environmental Laws, that are applicable to its respective business; (ii) neither Assured nor any Assured Subsidiaries has ever received notice from any
Governmental Authority or third party of any investigation, administrative proceeding, litigation, regulatory hearing, or other action, proposed or threatened, relating to liability under, or allegations of non-compliance with, Environmental Laws;
(iii) to the knowledge of Assured, neither Assured nor any of the Assured Subsidiaries will be required to make future material capital expenditures to comply with Environmental Laws; (iv) to the knowledge of Assured, there are no Hazardous
Materials located on, in, or under any properties owned, leased or occupied by Assured or any Assured Subsidiaries; (v) to the knowledge of Assured, no release or discharge of Hazardous Materials has occurred in, on, under, or from any properties
owned, leased, or occupied by Assured or any Assured Subsidiaries; (vi) neither Assured nor any Assured Subsidiaries have ever used, stored, generated, manufactured, treated, transported, handled or disposed of any Hazardous Materials in a manner
that would give rise to liability under any Environmental Laws; (vii) neither Assured nor any of the Assured Subsidiaries is in violation of any federal, state, or local law or regulation relating to occupational safety or health including, without
limitation, the Occupational Safety and Health Act (29 U.S.C. 651 et seq.); and (viii) Assured has made available to Purchaser all documents and reports within its possession or control relating to the condition of properties owned, leased, or
occupied by Assured or any Assured Subsidiaries. The term &#147;Environmental Laws&#148; shall mean all federal, state, and local laws, regulations, codes, agency guidance, agency policy documents, agency orders, and common law concerning the use,
treatment, storage, disposal, and remediation of Hazardous Materials, or the protection of human health and the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
&#167;&#167; 9601 et seq.), the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. &#167;&#167; 6901 et seq.), and the Federal Water Pollution Control Act (33 U.S.C. &#167;&#167; 1251 et seq.), all as
amended. The term &#147;Hazardous Materials&#148; shall mean and refer to the following: petroleum products and fractions thereof, asbestos, asbestos-containing material, polychlorinated biphenyls, medical waste, and all other dangerous, toxic, or
hazardous pollutants, contaminants, chemicals, materials, substances, and wastes listed or identified in, or regulated by, Environmental Laws. </FONT></P>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.18 </FONT></B><B><U><FONT face="serif">Affiliate Transactions</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">There are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business) or guarantees of indebtedness by Assured or any of the Assured Subsidiaries to, or for the benefit of, any of the employees, officers, directors, or director-nominees of Assured or
any of the Assured Subsidiaries, or any of the members of the families of any of them. Except as set forth under Item 12 in Assured&#146;s most recent annual report on Form 10-K and in the Assured Disclosure Letter, none of the officers or directors
of Assured, or any person who served as an officer or director in the 12 months prior to the date of this Agreement, and, to the knowledge of Assured, none of the employees of Assured is presently a party to any transaction with Assured or any
Assured Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Assured, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee
or partner, other than (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of Assured and (iii) for other employee benefits, including stock option agreements under any Stock Plan.
Each contract, agreement or other arrangement described in (i) and (iii) above have been disclosed to Purchaser in the Assured Disclosure Letter.</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.19 </FONT></B><B><U><FONT face="serif">Finders Fees</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Except as set forth in the Assured Disclosure
Letter,</FONT><B><FONT face="serif"> </FONT></B><FONT face="serif">Assured has not incurred any liability, direct or indirect, for finders' or similar fees on behalf of or payable by Assured or Purchaser in connection with the Transaction Agreements
or any other transaction involving Assured and Purchaser. </FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.20 </FONT></B><B><U><FONT face="serif">Compliance with Laws</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) Assured and each of the Assured Subsidiaries is, and has at all times been, in compliance in all material respects with, and is not in violation of, all laws, orders, rules, regulations, writs,
injunctions, judgments or decrees (collectively, </FONT><I><FONT face="serif">&#147;Laws&#148;</FONT></I><FONT face="serif">) of any Governmental Authority, affecting its properties or the operation of its business, including, without limitation,
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated pursuant thereto or thereunder, except where such non-compliance would not have or could not reasonably be expected to have a Material Adverse Effect. Neither Assured nor any of
the Assured Subsidiaries is subject to any order, decree, judgment or other sanction of any Governmental Authority, except where failure to comply with such order, decree, judgment or other sanction would not have or could not reasonably be expected
to have a Material Adverse Effect. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (b)       Without limiting subsection (a) above, Assured and the Assured Subsidiaries are, and at all times during the preceding six years have been, in compliance in all material respects with all
Laws, including, without limitation, (i) the Federal Health Care Program Anti-Kickback Statute, 42 U.S.C. &#167; 1320a-7b(b) (known as the &#147;Anti-Kickback Statute&#148;), or any applicable state anti-kickback Law, (ii) the Federal False Claims
Act, 31 U.S.C. &#167; 3729, or any applicable state false claim or fraud Law, (iii) the Federal civil monetary penalty statute, 42 U.S.C. &#167; 1128A(a)(5); and (iv) all Laws</FONT></P>
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<FONT face="serif">relating to privacy, data protection and the collection and use of personal information and user information gathered, accessed, collected or used in the course of the business, including, without limitation, the privacy and
security standards regarding protected health information under the Health Insurance Portability and Accountability Act of 1996 at 42 C.F.R. part 164 and all applicable state privacy and security Laws.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) Each employee of Assured and each Assured Subsidiary required to be licensed by an applicable Governmental Authority, professional body and/or medical body has such licenses, such licenses are in
full force and effect, and there are no facts or circumstances that could reasonably be expected to result in any such licenses being suspended, revoked or otherwise lapse prematurely. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d)        Neither Assured, any Assured Subsidiary, nor any of their respective employees or independent contractors has been (i) excluded from participation in any federal health care program (as
such term is defined in 42 U.S.C. &#167; 1320a-7b(f)),</FONT><I><FONT face="serif"> </FONT></I><FONT face="serif">(ii) debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Governmental Authority, including
any federal department or agency, or (iii) subject to an actual, pending or threatened formal adverse action, as that term is defined in 42 U.S.C. &#167; 1320a-7e(g). </FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.21 </FONT></B><B><U><FONT face="serif">Agreements</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a)</FONT><FONT face="sans-serif"> </FONT><FONT face="serif">Except as described in the Assured Disclosure Letter, there are no agreements, understandings, arrangements or other commitments, written
or oral, to which Assured or any of the Assured Subsidiaries is a party or by which it is bound, (i) that are terminable without the consent of Assured and that, if terminated, would have a Material Adverse Effect or (ii) that involve or may involve
(A) obligations (contingent or otherwise) of Assured or any of the Assured Subsidiaries, or payments to Assured or any of the Assured Subsidiaries, in each case in excess of &#36;100,000, (B) the license of, or granting of rights with respect to,
any Intellectual Property by Assured or any of the Assured Subsidiaries to any third party or by a third party to Assured or any of the Assured Subsidiaries, (C) provisions restricting or affecting the development or distribution of Assured&#146;s
products or services, (D) indemnification by Assured or any of the Assured Subsidiaries with respect to infringement of proprietary rights, (E) agreements for the disposition of a material portion of assets of Assured and the Assured Subsidiaries
taken as a whole, (F) agreements for the acquisition of the business or securities or other ownership interests of another party, or (G) any other agreement, understanding or instrument to which Assured or any of the Assured Subsidiaries is a party
or by which it is bound that is material to Assured and the Assured Subsidiaries taken as a whole. Neither Assured nor any of the Assured Subsidiaries is or has ever been a party to, as a contractor or subcontractor, and is making or has ever made,
any bid or proposal with respect to, any government contract.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b)</FONT><FONT face="sans-serif"> </FONT><FONT face="serif">Each agreement, understanding, arrangement or other commitment which is material to the business, prospects, financial condition or results
of operations of Assured and the Assured Subsidiaries (each a &#147;</FONT><I><FONT face="serif">Material Contract</FONT></I><FONT face="serif">&#148;) taken as a whole is in full force and effect and is valid, binding and enforceable against
Assured or the Assured</FONT></P>
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<FONT face="serif">Subsidiaries party thereto and, to Assured&#146;s knowledge, against the other party or parties thereto, in accordance with its terms.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c)</FONT><FONT face="sans-serif"> </FONT><FONT face="serif">Neither Assured or any of the Assured Subsidiaries nor, to Assured&#146;s knowledge, any other party is in violation or default under any
Material Contract and no event has occurred which with notice, lapse of time or both would constitute a violation default thereunder.  The execution, delivery, and performance of the Transaction Agreements by Assured, and the sale, issuance and
delivery of the Shares pursuant hereto and to the Charter and the Certificate of Designations, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any
Material Contract. </FONT></P>
<P align="left">
<FONT face="serif"> </FONT><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.22 </FONT></B><B><U><FONT face="serif">Registration Rights</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Except as disclosed in the Assured Disclosure Letter, no person
has the right to cause Assured to effect the registration under the Securities Act of any securities of Assured. </FONT></P>
<P align="left">
<FONT face="serif"> </FONT><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.23 </FONT></B><B><U><FONT face="serif">Application of Takeover Protections</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif">  Assured and its Board have taken all necessary
action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti takeover provision under Assured&#146;s Charter or the laws
of its state of incorporation that is or could become applicable to Purchaser as a result of Purchaser and Assured fulfilling their respective obligations or exercising their rights under the Transaction Agreements, including without limitation as a
result of Assured&#146;s issuance of the Shares and Purchaser&#146;s ownership of the Shares. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.24</FONT></B><FONT face="serif"> </FONT><B><U><FONT face="serif">Disclosure</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif">  All disclosure provided to Purchaser
regarding Assured, its business and the transactions contemplated hereby, including the Assured Disclosure Letter, furnished by or on behalf of Assured with respect to the representations and warranties made herein are true and correct with respect
to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made,
not misleading.  Assured acknowledges and agrees that Purchaser has made no representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Article IV hereof. Other than information
relating to the transactions contemplated by the Transaction Agreements, neither Assured nor any Affiliate thereof knows of any material information regarding the current or prospective operations of Assured or any of the Assured Subsidiaries which
has not been publicly disclosed.</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
<FONT face="serif"> </FONT><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.25 </FONT></B><B><U><FONT face="serif">Valid Offering; No Integrated Offering</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif"> Assuming the accuracy of the representations
and warranties of the Purchaser set forth in Section 4.02, the offering and sale of the Shares is a valid offering exempt from registration under federal and applicable state securities laws. Neither Assured, nor any of its Affiliates, nor any
person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior
offerings by Assured for purposes of the Securities Act or any applicable stockholder approval provisions,</FONT></P>
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<FONT face="serif">including, without limitation, under the rules and regulations of any trading market on which any of the securities of Assured are listed or designated.</FONT></P>
<P align="left">
<FONT face="serif"> </FONT><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.26 </FONT></B><B><U><FONT face="serif">Solvency</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Based on the financial condition of Assured as of the Closing Date after
giving effect to the receipt by Assured of the proceeds from the sale of the Shares hereunder and the other transactions contemplated by the Transaction Agreements, (i) Assured&#146;s fair saleable value of its assets exceeds the amount that will be
required to be paid on or in respect of Assured&#146;s existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) Assured&#146;s assets do not constitute unreasonably small capital to carry on its business for
the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by Assured, and projected capital requirements and capital
availability thereof; and (iii) the current cash and anticipated cash flow of Assured, together with the proceeds Assured would receive were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be
sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. Assured does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to
be payable on or in respect of its debt). Assuming the receipt by Assured of the proceeds from the sale of the Shares hereunder, to Assured&#146;s knowledge there are no facts or circumstances which lead it to believe that it will file for
reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.  The Assured Disclosure Letter sets forth as of the date hereof all outstanding secured and unsecured indebtedness
of Assured or any Assured Subsidiary, or for which Assured or any Assured Subsidiary has commitments and any defaults with respect thereto.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 3.27 </FONT></B><B><U><FONT face="serif">No General Solicitation</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Neither Assured nor any person acting on behalf of
Assured has offered or sold any of the Shares by any form of general solicitation or general advertising. Assured has offered the Shares for sale only to the Purchaser.</FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> Section 3.28 </FONT></B><B><U><FONT face="serif">Permits</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Assured and each of the Assured Subsidiaries is in possession of, and operating in compliance with,
all authorizations, licenses, certificates, consents, orders and permits from state, federal, foreign and other regulatory authorities that are material to the conduct of its business (collectively, </FONT><I><FONT face="serif">&#147;Permits&#148;</FONT></I><FONT face="serif">), all of which are valid and in full force and effect. No challenge, revocation, suspension, cancellation, or termination of any such Permit is threatened. </FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 3.29 </FONT></B><B><U><FONT face="serif">ERISA/Employee Benefits</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) The Assured Disclosure Letter lists all pension, profit sharing, retirement, stock purchase, stock option, bonus, Stock Plan, incentive compensation and deferred compensation plans, life, health, reimbursement arrangement,
dental, accident or disability, workers&#146; compensation or other employee welfare benefit plans (insured or self-insured), educational assistance, pre-tax premium or flexible spending account plans,</FONT></P>
<P align="center">
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<FONT face="serif">supplemental or executive benefit plans, non-qualified retirement plans, severance or separation plans, and any other employee benefit plans, practices, policies or arrangements of any kind, whether written or oral, which are
maintained by Assured (or an Assured Subsidiary or an ERISA Affiliate, as defined below) for the remunerative benefit of any of its officers, directors or employees (including former officers, directors or employees), or under which Assured (or an
Assured Subsidiary or an ERISA Affiliate) has any current or potential liability with respect to any current or former officer, director or employee of Assured (or an Assured Subsidiary or an ERISA Affiliate), including any &#147;employee benefit
plan&#148; which is subject to the Employee Retirement Income Security Act of 1974, as amended </FONT><I><FONT face="serif">(&#147;ERISA&#148;</FONT></I><FONT face="serif">) or equivalent legislation in any other jurisdiction (hereinafter
collectively referred to as </FONT><I><FONT face="serif">&#147;Employee Benefit Plans&#148;</FONT></I><FONT face="serif"> and individually as an </FONT><I><FONT face="serif">&#147;Employee Benefit Plan&#148;</FONT></I><FONT face="serif">).  The
Assured Disclosure Letter specifically identifies any Employee Benefit Plan that is wholly or partially self-insured by Assured (or an Assured Subsidiary or an ERISA Affiliate). </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (b) Each Employee Benefit Plan (and each related trust, insurance contract or fund) is in compliance in form and in operation in all material respects with all applicable requirements of ERISA, the Internal Revenue Code of 1986,
as amended (</FONT><I><FONT face="serif">&#147;Code&#148;</FONT></I><FONT face="serif">) and any other applicable laws, each Employee Benefit Plan has been administered in all material respects in accordance with its governing plan documents and the
applicable laws, and there has been no breach of fiduciary duty, prohibited transaction, or other event with respect to an Employee Benefit Plan which could result in an excise Tax or other claim or liability against Assured (or an Assured
Subsidiary or an ERISA Affiliate), any Employee Benefit Plan or any fiduciary of an Employee Benefit Plan.  The requirements of Code Section 4980B and Parts 6 and 7 of Subtitle B of Title I of ERISA, including the provisions of said statutes
relating to COBRA continuation of health coverage, and any similar requirement under any other laws relating to continuation of employee welfare benefits, have been satisfied with respect to each Employee Benefit Plan that is subject to such
requirements. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (c) Each employee pension benefit plan listed in the Assured Disclosure Letter which is intended to be a &#147;qualified plan&#148; for purposes of the Code is in fact so qualified, such Employee Benefit Plan has received a
current favorable determination letter or opinion letter from the IRS regarding its qualified status, and nothing has occurred since the date such determination letter was requested that would adversely affect such qualified status.  Any voluntary
employees&#146; beneficiary association maintained by Assured (or an Assured Subsidiary or an ERISA Affiliate) under Code Section 501(a)(9) with respect to an Employee Benefit Plan is exempt from Taxes, has a favorable determination letter from the
IRS regarding its Tax exempt status, and has not incurred any unrelated business taxable income. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (d) Each Employee Benefit Plan is in compliance in all material respects with the applicable requirements for reporting and disclosure to participants under ERISA with respect to that Employee Benefit Plan, and all required
annual returns and other reports for each Employee Benefit Plan have been filed on a timely basis with the IRS,</FONT></P>
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<FONT face="serif">the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, and any other applicable governmental agency. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (e) All contributions (including all employer contributions and employee salary reduction contributions) that are due from Assured (or an Assured Subsidiary or an ERISA Affiliate) have been made within the time periods prescribed
by ERISA and the Code to each Employee Benefit Plan and all contributions for any period ending on or before the Closing Date that are not yet due have been made to each such Employee Benefit Plan or accrued in accordance with past custom and
practice of Assured (or the Assured Subsidiary or ERISA Affiliate). </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(f) At no time during the calendar
year in which the Closing Date occurs and</FONT> <FONT face="serif">the six (6)
calendar years preceding the calendar year in which the Closing Date occurs has
Assured, a present or former Assured Subsidiary, or a present or former ERISA
Affiliate maintained or made any contributions to any  defined benefit pension
plan or multiemployer pension plan which is subject to Title IV of ERISA, Section
302 of ERISA, or Section 412 of the Code. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (g) Purchaser will not have any liability (whether actual, potential or contingent) on or after the Closing Date with respect to any plan, program, or arrangement relating to employee benefits (i) which is not an Employee Benefit
Plan, (ii) which is or was maintained or contributed to by any person or entity that is or was at any time in the past an ERISA Affiliate, or (iii) which would be an Employee Benefit Plan if it covered any employee of Assured (or an Assured
Subsidiary or an ERISA Affiliate). </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (h) No Employee Benefit Plan provides health, dental, life insurance or similar welfare benefits to any employee of Assured (or an Assured Subsidiary or an ERISA Affiliate), or any dependent of such employee, following
termination of the employee&#146;s employment, except as may be required by Code Section 4980B or any similar laws. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (i) Assured has made available to Purchaser with respect to each Employee Benefit Plan correct and complete copies of all current Employee Benefit Plan documents, all amendments thereto, any related trust agreements, insurance
contracts or other funding arrangements, any current contracts with investment managers, record keepers or other service providers, all current summary plan descriptions and summaries of material modifications, the three (3) most recent annual
reports (Form 5500 series), the most recent actuarial valuation report (if applicable), and the most recent IRS determination or opinion letter, where applicable.  In any case where an Employee Benefit Plan does not have written plan documents,
Assured has made available to Purchaser a summary of all the material terms of the Employee Benefit Plan. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (j) No representation has been made to any officer, director or employee of Assured (or an Assured Subsidiary or an ERISA Affiliate) with respect to any Employee Benefit Plan which would entitle such person to benefits greater
than or in addition to the benefits provided by the actual terms of the Employee Benefit Plan, including</FONT></P>
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<FONT face="serif">representations as to post-retirement health or death benefits.  No representation or promise has been made to any such person that any new Employee Benefit Plan is to be established. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (k) Except as set forth in the Assured Disclosure Letter, no officer, director or employee of Assured (or an Assured Subsidiary or an ERISA Affiliate) is a party to any employment or other agreement with Assured (or an Assured
Subsidiary or an ERISA Affiliate) that entitles him or her to a bonus in connection with the Closing.  The consummation of the transaction under this Agreement (alone or together with any other event) will not entitle any person to accelerate the
time of payment or vesting of, or increase the amount of, any compensation or any benefit under any Employee Benefit Plan. This transaction will not result in the payment or a series of payments by Assured (or an Assured Subsidiary or an ERISA
Affiliate) to any person of an &#147;excess parachute payment&#148; within the meaning of Code Section 280G (or the grossing up of such a payment for Taxes), or any other payment which is not fully deductible for federal income Tax purposes under
the Code. No Employee Benefit Plan triggers the imposition of penalty Taxes under Code Section 409A. Each Employee Benefit Plan that is subject to Code Section 409A has been maintained and operated in good faith based on IRS guidance with respect to
Code Section 409A and has been amended to comply with Code Section 409A. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (l) No action, suit, proceeding, hearing or investigation with respect to the administration of any Employee Benefit Plan, the investment of the assets of any Employee Benefit Plan, or any violation of any laws with respect to
any Employee Benefit Plan (other than routine claims for benefits) will be pending as of the Closing Date.  To the knowledge of Assured (or any Assured officer), no such action, suit, proceeding, hearing or investigation has been threatened.
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (m) An </FONT><I><FONT face="serif">&#147;ERISA Affiliate&#148;</FONT></I><FONT face="serif"> means any corporate, trade or business (whether or not incorporated) that is under common control with Assured (or an Assured
Subsidiary) pursuant to Code Section 414(b) and (c) or which is otherwise required to be aggregated with Assured (or an Assured Subsidiary) under Code Section 414.</FONT></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> Section 3.30 </FONT></B><B><U><FONT face="serif">Patriot Act Compliance</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Assured hereby represents and warrants that Assured is not, nor is it acting as an
agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. </FONT></P>
<P align="center">
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<B><FONT face="serif">ARTICLE IV</FONT></B></P>
<P align="center">
<B><FONT face="serif">REPRESENTATIONS AND WARRANTIES OF PURCHASER</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Purchaser hereby represents and warrants to Assured as of the date hereof and as of the Closing Date that the statements contained in this Article IV are true and correct as follows. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 4.01 </FONT></B><B><U><FONT face="serif">Requisite Power and Authority</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif">  Purchaser has all necessary power and authority
to execute and deliver each of the Transaction Agreements to which it is a party and to carry out their provisions. All action on Purchaser&#146;s part required for the execution and delivery of each of the Transaction Agreements to which it is a
party have been taken. Upon their execution and delivery, such Transaction Agreements will be valid and binding obligations of Purchaser, enforceable in accordance with their respective terms. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section</FONT></B><FONT face="serif"> </FONT><B><FONT face="serif">4.02 </FONT></B><B><U><FONT face="serif">Investment Representations</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Purchaser is an &#147;accredited investor&#148; as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Purchaser is purchasing the Shares for its own account, for investment purposes only and has no
current arrangements or understandings for the resale or distribution to others and has no present intent of distributing or reselling the Shares in violation of the Securities Act or any applicable state securities law.  Purchaser acknowledges that
the offer and sale of the Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and that the Shares are being offered and sold pursuant to an exemption from registration contained in the
Securities Act, and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or an exemption from such registration is available. Purchaser understand and agree that the Shares will bear a
legend substantially similar to the legend set forth below in addition to any other legend that may be required by applicable law, the Certificate of Designations, the Charter or Bylaws of Assured, as the same may be amended from time to time, or by
any agreement between Assured and Purchaser: </FONT></P>
<blockquote><blockquote><P align="left">
<FONT face="serif">THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE DISPOSED OF EXCEPT (A)
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT. </FONT></P>
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<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 4.03 </FONT></B><B><U><FONT face="serif">Patriot Act Compliance</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Purchaser hereby represents and warrants that Purchaser is not, nor is it acting as
an agent, representative, intermediary or nominee for, a person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. </FONT></P>
<P align="left">
<FONT face="serif"></FONT><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 4.04 </FONT></B><B><U><FONT face="serif">Disclosure</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Purchaser acknowledges and agrees that Assured has made no
representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Article III hereof and the Assured Disclosure Letter.</FONT></P>
<P align="center">
<B><FONT face="serif">ARTICLE V</FONT></B></P>
<P align="center">
<B><FONT face="serif">ADDITIONAL COVENANTS</FONT></B></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 5.01 </FONT></B><B><U><FONT face="serif">Indemnity</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a) Assured hereby agrees to hold harmless, defend and indemnify Purchaser, its direct and indirect subsidiaries, affiliated entities, and each of their partners, executive officers, directors,
members, managers, employees, stockholders, agents and representatives (collectively, referred to as the &#147;</FONT><I><FONT face="serif">Purchaser Indemnitees</FONT></I><FONT face="serif">&#148;) against and be liable for any and all damages,
liabilities, losses (including, without limitation, losses due to diminution in the value of the Shares), obligations, contingencies, costs and expenses (including reasonable and accountable attorneys&#146; fees and expenses), whether or not arising
out of third-party claims (collectively, </FONT><I><FONT face="serif">&#147;Losses&#148;</FONT></I><FONT face="serif">), based upon, or arising out of, or relating to, (i) any inaccuracy in, or any breach of, any representation or warranty or other
statement made by or on behalf of Assured contained in this Agreement, the Assured Disclosure Letter or any other Transaction Agreement, (ii) any breach by Assured of any covenant or agreement contained in this Agreement or any other Transaction
Agreement or (iii) any action instituted against any Purchaser Indemnitees, or any of them or their respective Affiliates, by any stockholder of Assured who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated
by the Transaction Agreements or any action arising before the date hereof (unless such action is based upon a breach of Purchaser&#146;s representations, warranties or covenants under the Transaction Agreements or any agreements or understandings
or any conduct by Purchaser which constitutes fraud or willful misconduct) (collectively, the &#147;</FONT><I><FONT face="serif">Indemnifiable Claims&#148;).</FONT></I><FONT face="serif"> </FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b) Assured will not have any obligation under Section 5.01(a)(i) above, unless and until the aggregate amount of all Losses for which Assured is obligated thereunder exceeds &#36;100,000 (the
&#147;</FONT><I><FONT face="serif">Threshold</FONT></I><FONT face="serif">&#148;), and if the amount of such Losses exceeds the Threshold, then Assured will be obligated for the entire portion of such Losses from the first dollar thereof.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c) The parties hereto hereby acknowledge that certain representations and warranties contained in Article III hereof are qualified by references to materiality or by matters having or not having a
Material Adverse Effect (collectively, </FONT><I><FONT face="serif">&#147;Materiality Qualifiers&#148;</FONT></I><FONT face="serif">) and that, for purposes of this Section 5.01, including for purposes of determining whether a breach has occurred
and for purposes of determining the amount of</FONT></P>
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<FONT face="serif">Losses, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed without regard to any Materiality Qualifiers therein contained.</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d) Assured shall reimburse, promptly following request therefor, all reasonable, accountable, substantiated expenses incurred by a Purchaser Indemnitee in connection with any Indemnifiable Claim,
including, without limitation, any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to, any Indemnifiable Claim.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(e) The Indemnification Holdback shall serve as security for the obligations of Assured under this Section 5.01 until the earlier of the Release Date or exhaustion of the Indemnification Holdback but
shall not be the exclusive remedy of the Purchaser Indemnitees. The rights to indemnification set forth in this Section 5.01 are in addition to, and not in limitation of, all rights and remedies to which Purchaser Indemnitees may be entitled.  All
remedies, either under the Transaction Agreements, the Certificate of Designations, the Charter, Bylaws, by law, or otherwise afforded to any party, shall be cumulative and not alternative. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(f) On the eighteen month anniversary of the Closing Date (the </FONT><I><FONT face="serif">&#147;Release Date&#148;</FONT></I><FONT face="serif">), Purchaser shall release and deliver to Assured in
cash or by wire transfer, any amount of the Indemnification Holdback that has not previously been released to the Purchaser Indemnitees for indemnification under Section 5.01; </FONT><I><FONT face="serif">provided</FONT></I><FONT face="serif">,
</FONT><I><FONT face="serif">however</FONT></I><FONT face="serif">, that Purchaser may continue to hold back and not release the amount of the outstanding claims made pursuant to Section 5.01(g) which have not been resolved as of the Release Date,
but the balance of the Indemnification Holdback shall be released, and the amount retained shall be released, as applicable, from time to time, to the Purchaser Indemnitees, on the one hand, or Assured, on the other hand, within 15 days following
the final resolution of each such claim. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(g) The following procedures shall apply to claims by Purchaser Indemnitees against the Indemnification Holdback pursuant to this Section 5.01 prior to the earlier of the Release Date or exhaustion of the Indemnification
Holdback:  </FONT></P>
<UL><P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(i) Subject to the limitations set forth in this Section 5.01, if any Purchaser Indemnitee becomes aware of any Indemnifiable Claim, Purchaser shall, promptly after it becomes aware of such
Indemnifiable Claim but in any event prior to the Release Date, notify Assured of such Indemnifiable Claim by means of a written notice specifying the nature, circumstances and amount of such Indemnifiable Claim setting forth with reasonable
particularity the underlying facts to the extent then known as of the date of such notice, the basis for the Indemnifiable Claim and setting forth Purchaser&#146;s good faith calculation of the amount of Losses incurred or which may be incurred by
the applicable Purchaser Indemnitee with respect thereto (a </FONT><I><FONT face="serif">&#147;Notice&#148;</FONT></I><FONT face="serif">). No delay in or failure to give a Notice by Purchaser to Assured pursuant to this Section 5.01(g)(i) will
adversely affect any of the rights or remedies that Purchaser Indemnitees have under this Agreement, except to the extent they are prejudiced thereby. </FONT></P>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(ii) If Purchaser and Assured are able to reach agreement with respect to the matters subject to the Notice and such agreement entitles Purchaser to receive Losses, Purchaser shall deduct funds from
the Indemnification Holdback subject to the limitations contained in this Section 5.01. If Purchaser and Assured are unable to reach agreement within 20 days after Assured receives such Notice, then the dispute may be submitted for resolution to a
state or federal court sitting in the State and County of New York in accordance with Section 7.02 hereof by either Purchaser or Assured.  For all purposes of this Section 5.01(g)(ii), Purchaser and Assured shall cooperate with and make available to
the other party and its representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the resolution of such disputes. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(iii) Purchaser may not deduct any funds from the Indemnification Holdback without complying with the procedures set forth in this Section 5.01(g) .</FONT></P>
</UL><P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 5.02 </FONT></B><B><U><FONT face="serif">Confidential and Proprietary Information</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Prior to the Closing, Assured shall
require all new employees, consultants and independent contractors, and request all current employees, consultants and independent contractors having access to, or who were involved in the development of, any of the Intellectual Property owned or
developed by Assured, to (i) execute enforceable agreements that provide valid written assignment of all inventions and developments conceived or created by them in the course of their employment agreements, and (ii) agree to maintain the
confidentiality of all confidential and proprietary information of Assured and of any information of third parties received by Assured under an obligation of confidentiality, in each case in agreements reasonably acceptable to Purchaser. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 5.03 </FONT></B><B><U><FONT face="serif">Directors
and Officers</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif">  Within
90 days after the Closing, Assured shall obtain  and maintain directors&#146; and
officers&#146; liability insurance covering the directors and officers of Assured
in an amount equal to or greater than &#36;10,000,000 and shall enter into appropriate
agreements or adopt appropriate policies to  indemnify its officers and directors
to the fullest extent permitted by the law of the State of Nevada.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 5.04 </FONT></B><B><U><FONT face="serif">Payment of Fees</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Each party shall pay all costs and expenses that it incurs with
respect to the negotiation, execution, delivery and performance of the Transaction Agreements to which it is a party; </FONT><I><FONT face="serif">provided</FONT></I><FONT face="serif">, </FONT><I><FONT face="serif">however</FONT></I><FONT face="serif">, that, if the Closing occurs, Assured shall, at the Closing, reimburse Purchaser for (1) all reasonable and accountable accounting, legal and third party due diligence expenses and (2) reasonable and accountable out-of-pocket fees and
expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"></FONT><B><FONT face="serif">Section 5.05</FONT></B><FONT face="serif"> </FONT><B><U><FONT face="serif">Furnishing of Information</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif">  As long as Purchaser owns any
Shares, if Assured is not required to file reports pursuant to the Exchange Act, at Purchaser&#146;s request, it will prepare and furnish to Purchaser and make publicly available in accordance with Rule 144(c) under the Securities Act such
information as is required for Purchaser to sell the Shares under Rule 144. Assured further covenants that it will</FONT></P>
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<FONT face="serif">take such further action as Purchaser may reasonably request, all to the extent required from time to time to enable Purchaser to sell Shares without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"></FONT><B><FONT face="serif">Section 5.06 </FONT></B><B><U><FONT face="serif">Integration</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Assured shall not sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the
Shares to Purchaser or that would be integrated with the offer. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"></FONT><B><FONT face="serif">Section 5.07 </FONT></B><B><U><FONT face="serif">Confidentiality; Required Disclosure</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif">  Each party hereto shall, and shall cause its
Affiliates to, keep confidential and not to publish (by press release, press interview, or otherwise) or otherwise divulge or use for its own benefit or for the benefit of any third party any information of a confidential or proprietary nature
furnished to it by any other party, or the existence and terms of this Agreement, the Stockholders&#146; Agreement, or the Investor Rights Agreement, or the existence or results of the parties&#146; collaboration hereunder or thereunder, without the
prior approval of each other party, except to those of such party&#146;s employees and representatives as may need to know such information for purposes of the transactions contemplated by the parties&#146; agreements, and except as required by
applicable law.  The confidentiality obligation described above shall not apply to information of any party which: (a) was already known by the recipient prior to the time of its disclosure by the disclosing party to the recipient; (b) is publicly
available or later becomes publicly available through no fault of the recipient; or (c) is disclosed to the recipient by a third party having no similar confidentiality obligation. This obligation shall terminate three years after execution of this
Agreement. In the event of any such required disclosure by Assured, including the filings described below, Assured will (i) provide Purchaser with notice of the required disclosure at least 48 hours in advance of such disclosure, and (ii) limit such
disclosure to the minimum reasonably deemed by Assured to be required under the applicable law or obligations. Notwithstanding anything to the contrary set forth above, Assured shall (i) timely file with the SEC a Current Report on Form 8-K with
respect to the transactions contemplated by the Transaction Agreements and may file this Agreement and the other Transaction Agreements as an exhibit to such 8-K or a Form 10-Q, and (ii) make such other filings and notices in the manner and time
required by the SEC.  Assured shall provide such Form 8-K and such other filings and notices required by the SEC to the Purchaser for review and comment at least 48 hours before such Form 8-K or such other filing or notice is required to be filed
with the SEC. Assured shall include any comments to the Form 8-K or such other filing or notice as Purchaser or its legal counsel shall reasonably request to be included. Assured shall have no liability for failure to comply with this Section 5.07
if such failure to comply relates solely to Purchaser&#146;s delay or failure to comply with its obligations under this Section 5.07. </FONT></P>
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<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> Section 5.08 </FONT></B><B><U><FONT face="serif">Proxy Statement; Assured Stockholder&#146; Meeting; Recommendation of Board of Directors</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (a) As promptly as practicable following the Closing Date, Assured shall prepare, and provide to Purchaser for review and comment, the information statement required pursuant to Schedule 14C of the Exchange Act (the
</FONT><I><FONT face="serif">&#147;Information Statement&#148;</FONT></I><FONT face="serif">) to be sent to stockholders and filed with the SEC regarding stockholder approval of an amendment to the Charter to increase the authorized shares of Common
Stock of Assured in the form attached hereto as </FONT><U><FONT face="serif">Exhibit D </FONT></U><FONT face="serif">(the &#147;</FONT><I><FONT face="serif">Charter Amendment</FONT></I><FONT face="serif">&#148;)</FONT><B><FONT face="serif">
</FONT></B><FONT face="serif">and a new equity incentive plan (&#147;</FONT><I><FONT face="serif">Equity Incentive Plan</FONT></I><FONT face="serif">&#148;) in the form attached hereto as </FONT><U><FONT face="serif">Exhibit  E</FONT></U><FONT face="serif">. Assured shall include any comments to the Information Statement as Purchaser or its legal counsel shall reasonably request to be included.  Subject to such review and comment of Purchaser, as soon as practicable, and in any event no
later than 15 days, following the Closing Date, Assured shall file the Information Statement with the SEC. Assured shall use commercially reasonable efforts to cause the Information Statement to be mailed to Assured&#146;s stockholders as promptly
as practicable after the later of (i) 10 days after the date Assured files the Information Statement with the SEC and (ii) the date Assured receives notice from the SEC that it has no further comments on the Information Statement. Assured shall
cooperate and provide Purchaser with an opportunity to review and comment on any amendment or supplement to the Information Statement, and shall include any comments to any such amendment or supplement as Purchaser shall reasonably request to be
included.  Assured will advise Purchaser promptly after it receives notice of any request by the SEC for amendment of the Information Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any
time any information relating to Assured, or any of its Affiliates, officers or directors, should be discovered by Assured which should be set forth in an amendment or supplement to the Information Statement, so that any of such documents would not
include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall
promptly notify the other parties hereto and Assured shall file an appropriate amendment or supplement. Assured shall have no liability for failure to comply with this Section 5.08(a) if such failure to comply relates solely to Purchaser&#146;s
delay or failure to comply with its obligations under this Section 5.08(a) . </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (b) Assured shall, as promptly as practicable after the later of (i) 10 days after the date Assured files the Information Statement with the SEC and (ii) the date Assured receives notice from the SEC that it has no further
comments on the Information Statement, promptly notify the Purchaser and take all action necessary in accordance with applicable law and the Charter and Bylaws to allow Purchaser to act by written consent to approve the Charter Amendment and the
Equity Incentive Plan.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif"> Section 5.09 </FONT></B><B><U><FONT face="serif">Schedule
14F-1</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">As
promptly as practicable following the date hereof, Assured  shall prepare, and
provide to Purchaser for review and comment, the Schedule 14F-1 (the </FONT><I><FONT face="serif">&#147;Schedule
14F-1&#148;</FONT></I><FONT face="serif">) to be sent to stockholders and filed
with the SEC regarding the change in  a majority of the Board. Assured shall
include any comments to</FONT></P>
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<FONT face="serif">the Schedule 14F-1 as Purchaser or its legal counsel shall reasonably request to be included.  Subject to such review and comment of Purchaser, as soon as practicable, Assured shall file the Schedule 14F-1 with the SEC and
transmit the Schedule 14F-1 to all stockholders of Assured who would be entitled to vote at a meeting for election of directors.</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 5.10 </FONT></B><B><U><FONT face="serif">Use
of Proceeds</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Assured
shall use the Purchase Price, net of amounts payable  hereunder and the Indemnification
Holdback (such net amount, the &#147;</FONT><I><FONT face="serif">Net Proceeds</FONT></I><FONT face="serif">&#148;)
in accordance with </FONT><U><FONT face="serif">Schedule 5.10</FONT></U><FONT face="serif"> hereto.
 An amount equal to the sum of the Net Proceeds shall be deposited at the Closing
into the Separate Account, withdrawals from which, in amounts greater than or
equal to &#36;100,000,
shall require the signature of any member of the Board of Assured designated
by the Purchaser in writing with such approval authority.</FONT> </P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 5.11 </FONT></B><B><U><FONT face="serif">Conduct of the Business</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (a) Between the date hereof and the earlier of the Closing Date and the date of termination of this Agreement pursuant to Section 7.01, Assured shall be operated only in the ordinary course of its business, under the direction
and control of its Board in substantially the same manner as heretofore conducted, pay its debts and taxes when due, pay or perform other obligations when due, and use its commercially reasonable efforts consistent with past practice and policies to
preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business
dealings with it. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (b) Without limiting the foregoing, except as otherwise contemplated in this Agreement (including the exhibits hereto), from the date hereof through the earlier of the Closing Date and the date on which this Agreement is
terminated, Assured shall not, and shall cause each Assured Subsidiary not to, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed: </FONT></P>
<UL><P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(i) except for the Charter Amendment and the Certificate of Designations, change or amend the Charter or Bylaws of Assured or similar governing documents of any Assured Subsidiary; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(ii) except in the ordinary course of business, license any Intellectual Property owned by Assured or any Assured Subsidiary to another person; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(iii) except in the ordinary course of business, sell, assign, transfer, convey, lease or otherwise dispose of any material amount of assets or properties; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(iv) perform, or knowingly omit to perform, any act which act or omission could reasonably be expected to result in a breach of or default under any Material Contract; </FONT></P>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(v) grant any severance, termination pay or bonuses; make any material change in the management structure of Assured or any Assured Subsidiary, including the hiring of additional officers or the
termination of existing officers; or adopt, enter into or amend in any material respect any employee compensatory plan, employment agreement or consulting agreement except to the extent required to preserve the qualification of any plan intended to
meet the requirements of Section 401(a) of the Code;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(vi) acquire or agree to acquire by merger or consolidation with, or merge or consolidate with, or purchase or agree to purchase substantially all of the assets of, any corporation, partnership,
association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, other than in the ordinary course of business;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(vii) make any material loans or advances to any person, except for advances to employees or officers of Assured or any Assured Subsidiary for expenses incurred in the ordinary course of business;
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(viii) make any changes in any income Tax elections of Assured or any Assured Subsidiary; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(ix) except for the adoption
of new accounting pronouncements, make any change in the accounting methods or
practices of Assured and the Assured Subsidiaries in effect at June 30, 2008; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(x) incur any indebtedness outside of the ordinary course of business; </FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(xi) except for the Charter
Amendment and the Certificate of</FONT> <FONT face="serif">Designations, authorize
or issue any new securities of Assured except for shares of Common Stock issued
upon exercise of Assured convertible securities outstanding as of the date of
this Agreement; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(xii) other than in accordance with the Charter Amendment, declare or pay any dividends on or other distribution in respect of any securities of Assured, split, combine or reclassify or propose to
split, combine or reclassify any capital stock of Assured or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of the capital stock of Assured, or, repurchase, redeem or
otherwise acquire or propose to repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of Common Stock of Assured; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(xiii) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any securities of Assured, or enter into any agreement with respect to any of the foregoing; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(xiv) incur or commit to incur any capital expenditures other than capital expenditures that are incurred or committed to in the ordinary course of business; </FONT></P>
</UL>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(xv) sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of (including by way of a spin off or similar transaction), any material amount of assets,
other than in the ordinary course of business;</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(xvi) enter into any transaction, agreement or arrangement with any officer, director or other Affiliate or amend or modify any existing transaction, agreement or arrangement with any officer,
director or other Affiliate; or </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(xvii) commit or agree to take any of the foregoing actions or enter into any agreements, consummate any transactions, or take any other action that is intended to, or could reasonably be expected to,
result in any of the representations and warranties of Assured set forth in this Agreement not being true and correct as of the Closing. </FONT></P>
</UL><P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 5.12 </FONT></B><B><U><FONT face="serif">Notice</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif"> Assured will give prompt written notice to Purchaser of any material
incident, condition, change, effect or circumstance causing or constituting a breach of any of Assured&#146;s representations or warranties herein (after giving effect to all Materiality Qualifiers contained therein) had such representation or
warranty been made on the date of such incident, condition, change, effect or circumstance or the date of its discovery. No disclosure by Assured pursuant to this Section will be sufficient as such to amend or supplement the Assured Disclosure
Letter or to prevent or cure any breach of any representation, warranty, covenant or agreement.</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 5.13 </FONT></B><B><U><FONT face="serif">Exclusivity</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Throughout the period that begins on the date hereof and ends upon
the earlier of the Closing Date or the termination of this Agreement pursuant to Section 7.01, Assured will not, and Assured will cause each Affiliate and other representative or agent of Assured not to, directly or indirectly, solicit, initiate,
seek or encourage any inquiry, proposal or offer from, furnish any information to or participate in any discussion or negotiation with any person (other than the Purchaser or any person on the Purchaser&#146;s behalf) regarding any acquisition of
any Assured capital stock, assets or business, in whole or in part (by purchase, merger, tender offer, statutory share exchange, joint venture or otherwise). Assured will, and Assured will cause each Affiliate and other representative or agent of
Assured to, immediately terminate all such discussions or negotiations that may be in progress on the date hereof. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 5.14 </FONT></B><B><U><FONT face="serif">Independent Directors</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Upon Closing, Purchaser shall appoint, elect or not cause
the resignation or removal of at least one member of the Board of Assured who meets the definition of &#147;independent director&#148; under the rules of the American Stock Exchange.</FONT></P>
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<B><FONT face="serif">ARTICLE VI</FONT></B></P>
<P align="center">
<B><FONT face="serif">CONDITIONS TO CLOSING</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 6.01 </FONT></B><B><U><FONT face="serif">Conditions to Obligations of Purchaser</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Purchaser&#146;s obligation to purchase
the Shares at the Closing as set forth in Section 2.01 are subject to the satisfaction or waiver, on or prior to such Closing Date, of the following conditions: </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a)</FONT><FONT face="sans-serif"> </FONT><FONT face="serif">Assured
and Mosaic Capital Advisors, LLC (together with its Affiliates, &#147;</FONT><I><FONT face="serif">Mosaic</FONT></I><FONT face="serif">&#148;)
shall have executed the Series B and Series C Exchange Letter substantially in
the form attached hereto as </FONT><U><FONT face="serif">Exhibit F</FONT></U><FONT face="serif"> and
the transactions contemplated thereby shall have been consummated.
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b)</FONT> <FONT face="serif">Assured
and Robert J. DelVecchio shall have executed the Series B Exchange Letter in
the form attached hereto as <U>Exhibit G</U> and the transactions contemplated thereby shall have been consummated. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c)</FONT> <FONT face="serif">Assured
and Haresh Sheth shall have executed the Series B Exchange Letter in the form
attached hereto as <U>Exhibit H</U> and the transactions contemplated thereby
shall have been consummated. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d)</FONT> <FONT face="serif">Each of the Exchange Letters in the form attached hereto as <U>Exhibit
I</U> shall have
been executed and delivered by the parties thereto and the transactions contemplated thereby shall have been consummated. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(e)</FONT> <FONT face="serif">The Certificate of Designations shall have been filed by or on behalf of Assured with, and accepted by, the Secretary of State of the State
of Nevada. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(f)</FONT> <FONT face="serif">The SEC shall not have in any way objected to or informed Assured that it has any comments on the Schedule 14F-1 and at least 10 days shall
have elapsed since the Schedule 14F-1 was filed with the SEC and transmitted to stockholders entitled to vote on the election of directors. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(g)</FONT> <FONT face="serif">The Stockholders&#146; Agreement shall have been executed and delivered by the parties thereto. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(h)</FONT> <FONT face="serif">The Investor Rights Agreement shall have been executed and delivered by the parties thereto. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(i)</FONT> <FONT face="serif">Assured
and Robert DelVecchio shall have entered into an employment agreement substantially
in the form attached hereto as <U>Exhibit J</U>.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(j)</FONT> <FONT face="serif">Assured
and Haresh Sheth shall have entered into an employment agreement substantially
in the form attached hereto as <U>Exhibit K</U>.</FONT></P>
<P align="center">
<FONT face="serif">33</FONT></P>

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<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(k)</FONT> <FONT face="serif">The Board shall have set the number of directors who may serve on the Board at seven (7) and James Manfredonia, Haresh Sheth and Ameet Shah
shall have resigned from the Board effective at the Closing.  </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(l)</FONT> <FONT face="serif">Assured shall have paid Halpern Capital fees in the amount set forth in the Assured Disclosure Letter in connection with the transactions
contemplated hereby.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(m)</FONT> <FONT face="serif">Assured shall have paid PH Management Company, LLC a transaction fee in an amount equal to &#36;250,000. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(n)</FONT> <FONT face="serif">All
stock options and warrants owned by Robert DelVecchio, Haresh Sheth and John
Eric Mutter, and their respective Affiliates, prior to the Closing shall have
been cancelled. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(o)</FONT> <FONT face="serif">The Board shall have adopted a form of indemnification agreement between Assured and each member of the Board and executive officer thereof
in the form of <U>Exhibit L</U> hereto. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(p)</FONT> <FONT face="serif">The Board shall have adopted the Charter Amendment and the Equity Incentive Plan.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(q)</FONT> <FONT face="serif">The Board shall have adopted the amended Bylaws in the form attached hereto as <U>Exhibit
M</U>. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(r)</FONT> <FONT face="serif">The representations and warranties made by Assured in Article III hereof shall have been true and correct on the date hereof and shall be
true and correct on the Closing Date with the same force and effect as of they had been made on and as of the Closing Date. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(s)</FONT> <FONT face="serif">Assured shall have performed all obligations, covenants and agreements required herein to be performed by it on or prior to the Closing.
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(t)</FONT> <FONT face="serif">There shall not be any threatened or pending Litigation before any court, arbitrator or Governmental Authority brought by any person or
Governmental Authority: (i) against Assured or any Assured Subsidiary seeking material damages or other material relief, or (ii) challenging or seeking to restrain or prohibit the consummation of the transactions contemplated in the Transaction
Agreements, or seeking to obtain any damages from Purchaser or Assured as a result of transactions contemplated in the Transaction Agreements. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the transactions contemplated in the Transaction Agreements shall be in effect. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(u)</FONT> <FONT face="serif">There shall have been no event that has had, or could reasonably be expected to have, a Material Adverse Effect since June 30, 2008.
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(v)</FONT> <FONT face="serif">All authorizations, approvals and permits, if any, of any Governmental Authority or regulatory body of the United States or of any state
that are required to be</FONT></P>
<P align="center">
<FONT face="serif">34</FONT></P>

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<P align="left">
<FONT face="serif">obtained on or prior to the Closing in connection with the issuance of and sale of the Shares pursuant to this Agreement and the additional authorizations, notifications, approvals, waivers and permits that are set forth on
</FONT><U><FONT face="serif">Schedule 6.01(w)</FONT></U><FONT face="serif"> shall have been duly obtained and shall be effective as of the Closing Date. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(w)</FONT> <FONT face="serif">Assured
shall have taken all actions and received and delivered to Purchaser, in a form
satisfactory to Purchaser, all documents and certificates listed on
<U>Schedule 6.01(x)</U>.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(x)</FONT> <FONT face="serif">Assured shall have delivered to Purchaser or its counsel copies of all corporate documents of Assured and the Assured Subsidiaries as
Purchaser or their counsel shall reasonably request. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(y)</FONT> <FONT face="serif">Purchaser shall have received from the Secretary of Assured a certificate having attached thereto: (i) the Charter as in effect at the time
of the Closing, (ii) the Bylaws as in effect at the time of the Closing, (iii) resolutions approved by the Board authorizing the transactions contemplated by the Transaction Agreements, (iv) good standing certificates with respect to Assured and
each of the Assured Subsidiaries from the applicable authority(ies) in Nevada and any other jurisdiction in which Assured or any Assured Subsidiary is qualified to do business, dated a recent date before the Closing Date, and (v) the account number
of the Separate Account. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(z)</FONT> <FONT face="serif">Purchaser
shall have received from legal counsel to Assured opinions addressed to it, dated
as of the Closing Date, in substantially the form attached hereto as <U>Exhibit
N</U>. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(aa)</FONT> <FONT face="serif">Assured
shall have delivered to Purchaser evidence that it has restated its 401(k) plan
as a non-standardized adoption agreement, which  lists only Assured and certain
of the Assured Subsidiaries as participating employers. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(bb)</FONT> <FONT face="serif">Assured
shall have delivered to Purchaser a Compliance Certificate, executed by the President
or Chief Executive Officer of Assured, dated  as of the Closing Date, to the
effect that the conditions specified in subsections (s)-(w) of this Section 6.01
have been satisfied. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(cc)</FONT> <FONT face="serif">Assured
shall have received and delivered to Purchaser evidence, in a form satisfactory to the Purchaser, of the purchase by Mosaic of an additional
$462,600 in aggregate principal amount of Assured&#146;s 18% Unsecured Convertible Debentures. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(dd)</FONT><FONT face="sans-serif"> </FONT><FONT face="serif">Assured shall have received and delivered to Purchaser evidence, in a form satisfactory to Purchaser, of the approval of the change in
ownership application by the California State Board of Pharmacy. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 6.02 </FONT></B><B><U><FONT face="serif">Conditions to Obligations of Assured</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">Assured&#146;s obligation to issue and
sell the Shares at the Closing is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions: </FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(a)</FONT><FONT face="sans-serif"> </FONT><FONT face="serif">The representations and warranties made by Purchaser in Article IV hereof shall have been true and correct on the date hereof and shall be
true and correct on the Closing Date with the same force and effect as of they had been made on and as of the Closing Date. </FONT></P>
<P align="center">
<FONT face="serif">35</FONT></P>

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<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(b)</FONT><FONT face="sans-serif"> </FONT><FONT face="serif">Purchaser shall have performed all obligations required herein to be performed by them on or prior to the Closing, including payment for
the Shares in accordance with Article II. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(c)</FONT><FONT face="sans-serif"> </FONT><FONT face="serif">All authorizations, approvals and permits, if any, of any Governmental Authority or regulatory body of the United States or of any state
that are required to be obtained on or prior to the Closing in connection with the issuance of and sale of the Shares pursuant to this Agreement shall have been duly obtained and shall be effective as of the Closing Date. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(d) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the
transactions contemplated in the Transaction Agreements shall be in effect. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(f) Assured shall have received evidence of the approval of the change in ownership application by the California State Board of Pharmacy. </FONT></P>
<P align="center">
<B><FONT face="serif"><br>
ARTICLE VII </FONT></B><BR>
<BR>
<B><FONT face="serif">MISCELLANEOUS</FONT></B></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 7.01 </FONT></B><B><U><FONT face="serif">Termination</FONT></U></B><B><FONT face="serif">.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (a) Notwithstanding anything to the contrary set forth in this Agreement, this Agreement may be terminated at any time prior to the Closing Date: </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(i) by the mutual written consent of the parties hereto; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">(ii) by any party hereto if
any Governmental Authority shall have issued an</FONT> <FONT face="serif">order,
decree or ruling or taken any other action which permanently restrains, enjoins
or otherwise prohibits any of the transactions contemplated herein or in the
Transaction Agreements and such order, decree, ruling or other  action shall
have become final and non-appealable; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (iii) by any party hereto if
the Closing shall not have occurred on or prior to October 31, 2008 (subject
to a 30 day extension at the sole discretion of the Purchaser); provided, that
no party may terminate this Agreement pursuant to this Section 7.01(a)(iii) if
such party&#146;s
failure to fulfill  any of its obligations under this Agreement or to effect
the satisfaction of any of the conditions set forth in Article VI shall have
caused the Closing not to have occurred on or before said date; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (iv) by Assured if Purchaser shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement which would give rise to the failure of a condition set
forth in Article VI, which breach has not been cured within 15 days after the giving of written notice by Assured to Purchaser specifying such breach; provided, that Assured may terminate this</FONT></P>
<P align="center">
<FONT face="serif">36</FONT></P>

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<P align="left">
<FONT face="serif">Agreement pursuant to this Section 7.01(a)(iv) only to the extent Assured has not breached (or does not continue to breach) in any material respect any of its representations, warranties, covenants and agreements hereunder; or
</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (v) by Purchaser if Assured shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement which would give rise to the failure of a condition set
forth in Article VI, which breach has not been cured within 15 days after the giving of written notice by Purchaser to Assured specifying such breach; provided, that Purchaser may terminate this Agreement pursuant to this Section 7.01(a)(v) only if
Purchaser has not breached (or does not continue to breach) in any material respect any of its representations, warranties, covenants and agreements hereunder. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> (b) In the event this Agreement is terminated pursuant to Section 7.01(a), all provisions of this Agreement shall terminate and there shall be no liability on the part of any party hereto, or their
respective officers, directors, partners, members or stockholders, except for willful misconduct by any party hereto and except that the following Sections shall survive any such termination indefinitely: Sections 5.04, 5.07, 7.01(b), 7.02, 7.04,
7.05, 7.06, 7.07 and 7.10.</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.02 </FONT></B><B><U><FONT face="serif">Governing Law</FONT></U></B><B><FONT face="serif">.</FONT></B><FONT face="serif">  This Agreement shall be governed, construed and interpreted in
accordance with the law of the State of New York, as to matters within the scope thereof, and the internal laws of the State of New York, without giving effect to principles of conflicts of law and choice of law that would cause the substantive laws
of any other jurisdiction to apply.  Assured irrevocably submits and consents to the jurisdiction of any state court or federal court sitting in the State and County of New York over any action or proceeding arising out of or relating to the
Transaction Agreements, and Assured hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts.</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.03 </FONT></B><B><U><FONT face="serif">Survival</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">The representations, warranties, covenants and agreements made in this
Agreement, the Assured Disclosure Letter, or any other agreement, certificate, document or instrument furnished pursuant hereto shall survive any investigation made by the Purchaser and the closing of the transactions contemplated hereby.
</FONT><B><FONT face="serif"> </FONT></B></P>
<P align="left">
<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif">Section 7.04 </FONT></B><B><U><FONT face="serif">Amendment and Waiver</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Any provision of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or prospectively), only by the written consent of Assured and the Purchaser.  Any amendment or waiver effected in accordance with this Section 7.04 shall be binding upon Assured
and the Purchaser, and their respective successors and assigns.</FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.05 </FONT></B><B><U><FONT face="serif">Entire Agreement</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">This Agreement, the exhibits and schedules hereto, the other
Transaction Agreements, the certificates and the other documents delivered pursuant hereto constitute the entire agreement among the parties relative to the specific subject matter hereof and thereof.</FONT></P>
<P align="center">
<FONT face="serif">37</FONT></P>

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<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.06 </FONT></B><B><U><FONT face="serif">Notices</FONT></U></B><B><FONT face="serif">.  </FONT></B><FONT face="serif">All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not so confirmed, then on the next business
day; (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) the next business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to Assured or Purchaser at the respective address or at its respective facsimile number set forth below or to such e-mail address, facsimile number or address as subsequently modified
by written notice in accordance with this Section 7.06 upon five (5) days prior written notice.</FONT></P>
<TABLE width=50% border=0 align="center" cellpadding=0 cellspacing=0>
<TR valign="bottom">
	<TD align=left width=33% nowrap>
<FONT face="serif">Assured:</FONT>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">17935 Sky Park Circle, Suite F</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Irvine, CA 85016</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Fax: (949) 222-0978</FONT>&nbsp;	</TD>
</TR>
<TR>
	<TD colspan=3>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>
<FONT face="serif">with a copy to:</FONT>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Reitler Brown &amp; Rosenblatt LLC</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">800 Third Avenue</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=center width=99% colspan=3>
<FONT face="serif">21st Floor</FONT>	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">New York, New York 10022</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Fax: (212) 371-5500</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Attention: Robert Steven Brown</FONT>&nbsp;	</TD>
</TR>
<TR>
	<TD colspan=3>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>
<FONT face="serif">Purchaser:</FONT>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">350 Park Avenue</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=center width=33%>&nbsp;</TD>
    <TD align=center width=2%>&nbsp;</TD>
    <TD align=center width=64%><div align="left"><font face="serif">24</font><sup><font face="serif">th </font></sup><font face="serif">Floor</font></div></TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">New York, NY 10022</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Fax: (212) 207-3386</FONT>&nbsp;	</TD>
</TR>
<TR>
	<TD colspan=3>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>
<FONT face="serif">with a copy to:</FONT>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Faegre &amp; Benson LLP</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">1700 Lincoln Street, Suite 3200</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Denver, Colorado 80203</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Fax: (303) 607-3600</FONT>&nbsp;	</TD>
</TR>
<TR valign="bottom">
	<TD align=left width=33% nowrap>&nbsp;	</TD>
	<TD width=2%>&nbsp;	</TD>
	<TD align=left width=64% nowrap>
<FONT face="serif">Attention: Nathaniel G. Ford</FONT>&nbsp;	</TD>
</TR>
</TABLE>
<BR>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.07 </FONT></B><B><U><FONT face="serif">Severability</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">In the event one or more of the provisions of this Agreement
should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.08 </FONT></B><B><U><FONT face="serif">Broker&#146;s Fees</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">Each party represents and warrants that, except as otherwise
provided herein, no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party is or will be entitled to any broker&#146;s or finder&#146;s fee or any other commission directly or indirectly in
connection with the transactions contemplated herein. Assured agrees to indemnify Purchaser against any fee or commission payable by Purchaser for which Assured is responsible, and Purchaser</FONT></P>
<P align="center">
<FONT face="serif">38</FONT></P>

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<P align="left">
<FONT face="serif">agrees to indemnify Assured against any fee or commission payable by Assured for which Purchaser are responsible. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.09 </FONT></B><B><U><FONT face="serif">Counterparts</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.10 </FONT></B><B><U><FONT face="serif">Successors and Assigns</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">The provisions hereof shall inure to the benefit of, and
be binding upon, the successors and assigns of the parties hereto. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT face="serif">Section 7.11 </FONT></B><B><U><FONT face="serif">Titles and Subtitles</FONT></U></B><B><FONT face="serif">. </FONT></B><FONT face="serif">The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered in construing this Agreement. </FONT></P>
<P align="center">
<B><FONT face="serif">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</FONT></B></P>
<P align="left">&nbsp;</P>
<P align="left">&nbsp;</P>
<P align="center"><FONT face="serif">39</FONT></P>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="serif"> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof. </FONT></P>
<TABLE border=0 width=100% cellspacing=0 cellpadding=0>
<TR valign="bottom">
  <TD align=left width=31% nowrap>&nbsp;</TD>
	<TD colspan="3" align=left nowrap>
<FONT face="serif">ASSURED PHARMACY, INC.</FONT>&nbsp;	</TD>
</TR>
<TR>
  <TD>&nbsp;</TD>
	<TD colspan="3">&nbsp;	</TD>
</TR>
<TR>
  <TD>&nbsp;</TD>
	<TD colspan="3">&nbsp;	</TD>
</TR>
<TR valign="bottom">
  <TD align=left width=31% nowrap style="border-bottom:0px solid #000000;">&nbsp;</TD>
	<TD align=left width=3% nowrap style="border-bottom:0px solid #000000;">
<FONT face="serif">By:</FONT>&nbsp;	</TD>
    <TD align=left width=42% nowrap style="border-bottom:1px solid #000000;"><FONT face="serif">/s/ Robert DelVecchio</FONT></TD>
    <TD align=left width=24% nowrap style="border-bottom:0px solid #000000;">&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD align=left width=31% nowrap>&nbsp;</TD>
	<TD align=left nowrap>&nbsp;</TD>
    <TD align=left nowrap><font face="serif">Name: &nbsp;Robert DelVecchio</font>&nbsp;</TD>
    <TD align=left nowrap>&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD align=left width=31% nowrap>&nbsp;</TD>
	<TD align=left nowrap>&nbsp;</TD>
    <TD align=left nowrap><font face="serif">Title: &nbsp;CEO</font>&nbsp; </TD>
    <TD align=left nowrap>&nbsp;</TD>
</TR>
<TR>
  <TD>&nbsp;</TD>
	<TD colspan="3">&nbsp;	</TD>
</TR>
<TR>
  <TD>&nbsp;</TD>
	<TD colspan="3">&nbsp;	</TD>
</TR>
<TR>
  <TD>&nbsp;</TD>
	<TD colspan="3">&nbsp;	</TD>
</TR>
<TR valign="bottom">
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	<TD colspan="3" align=left nowrap>
<FONT face="serif">APHY HOLDINGS LLC</FONT>&nbsp;	</TD>
</TR>
<TR>
  <TD>&nbsp;</TD>
	<TD colspan="3">&nbsp;	</TD>
</TR>
<TR>
  <TD>&nbsp;</TD>
	<TD colspan="3">&nbsp;	</TD>
</TR>
<TR valign="bottom">
  <TD align=left width=31% nowrap>&nbsp;</TD>
	<TD align=left nowrap style="border-bottom:0px solid #000000;">
<FONT face="serif">By:</FONT>&nbsp;	</TD>
    <TD align=left nowrap style="border-bottom:1px solid #000000;"><FONT face="serif">/s/
    Andrew M. Paul</FONT></TD>
    <TD width=24% align=left nowrap>&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD align=left width=31% nowrap>&nbsp;</TD>
	<TD align=left nowrap>&nbsp;</TD>
    <TD align=left nowrap><font face="serif">Andrew M. Paul, Manager</font>&nbsp; </TD>
    <TD align=left nowrap>&nbsp;</TD>
</TR>
</TABLE>
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