TABLE OF CONTENTS

1. DEFINITIONS			1
1.1 Definitions.			1
1.2 Interpretation.			6
2. SALE OF ASSETS AND CERTAIN RELATED MATTERS			7
2.1 Sale and Transfer of the Assets.			7
2.2 Excluded Assets.			7
2.3 Title to Property.			8
2.4 Disclaimer of Warranties.			8
3. FINANCIAL ARRANGEMENTS			9
3.1 Purchase Price.			9
3.2 Assumed Liabilities.			9
3.3 Excluded Liabilities.			9
3.4 Collection Procedure for Government Patient Receivables.			11
3.5 Allocation of Purchase Price.			11
3.6 Prorations and Utilities.			11
3.7 Tax Proration.			11
3.8 Interest.			12
4. CLOSING			12
4.1 Closing.			12
4.2 Action of Seller at Closing.			12
4.3 Action of Buyer at Closing.			13
4.4 Additional Acts.			14
5. REPRESENTATIONS AND WARRANTIES OF SELLER			14
5.1 Capacity of Seller.			14
5.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc.			14
5.3 Binding Agreement.			14
5.4 Organizational Structure.			15
5.5 Financial Statements; Internal Controls.			15
5.6 Assumed Contracts; No Defaults.			15
5.7 Real Property.			16
5.8 Title.			16
5.9 Defects in Property; Utilities and Easements.			17
5.10 Zoning.			17
5.11 Intellectual Property.			17
5.12 Insurance.			17
5.13 Litigation or Proceedings.			18
5.14 Governmental Authorizations; Compliance.			18
5.15 Regulatory Compliance; Improper Payments.			18
5.16 HIPAA Matters.			19
5.17 Compliance Program.			20
5.18 Medicare Participation; Accreditation; No Medicaid Participation.			21
5.19 Third-Party Payor Cost Reports.			21
5.20 Reimbursement.			22
5.21 Medical Staff Matters.			22
5.22 Statutory Funds.			22
5.23 Controlled Substances.			23
5.24 Reserved.			23

5.25 Tax Liabilities.			23
5.26 ERISA Compliance.			23
5.27 Employees and Employee Relations.			25
5.28 Environmental Matters.			25
5.29 Medical Waste.			26
5.30 Brokers.			26
5.31 Absence of Certain Changes.			26
5.32 Accounts Receivable.			27
6. REPRESENTATIONS AND WARRANTIES OF BUYER			27
6.1 Capacity.			27
6.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc.			27
6.3 Binding Agreement.			27
6.4 Litigation.			27
6.5 Brokers.			28
6.6 Availability of Funds.			28
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER			28
7.1 Sellers Deliverables.			28
7.2 Compliance with Agreement.			28
7.3 Representations and Warranties.			28
7.5 Action/Proceeding.			28
7.6 Confirmations.			28
7.8 Absence of Certain Changes.			28
7.9 Releases.			28
7.10 Closing Documents.			29
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER			29
8.1 Buyer s Deliverables.			29
8.2 Compliance with Agreement.			29
8.3 Action/Proceeding.			29
8.4 Representations and Warranties.			29
8.5 Purchase Price/Closing Documents.			29
9. ADDITIONAL AGREEMENTS AND COVENANTS			29
9.1 Post-Closing Access to Information.			29
9.2 Employee Matters.			29
9.3 Sellers Benefit Plans.			30
9.4 Notices and Consents.			30
9.5 Notice of Developments and Consents.			31
9.6 Affirmative Covenants of Seller.			31
9.7 Negative Covenants of Seller.			31
9.8 Noncompete Agreement.			32
9.9 No-Shop Agreement.			33
9.10 Cost Reports.			33
9.11 Misdirected Payments.			33
9.12 Use of Controlled Substance Permit.			34
10. INDEMNIFICATION			34
10.1 Indemnification by Seller and GEO.			34
10.2 Indemnification by Buyer and PSI.			34
10.3 Survival/Indemnity Period.			35
10.4 Limitations.			35
10.5 Notice and Procedure.			36
10.6 Right of Set-Off.			37
10.7 Disregarding Materiality Exceptions.			37

10.8 Consequential Damages.			37
11. TERMINATION			37
11.1 Termination Events.			37
11.2 Effect of Termination.			38
11.3 Remedies in the Event of Termination.			38
12. GENERAL			38
12.1 Notice.			38
12.2 Confidentiality; Public Announcement.			39
12.3 Cost of Transaction.			39
12.4 Consents, Approvals and Discretion.			40
12.5 Choice of Law; Waiver of Jury Trial.			40
12.6 Benefit/Assignment.			40
12.7 Waiver of Breach.			40
12.8 Severability.			40
12.9 Entire Agreement/Amendment.			40
12.10 Further Assurances.			41
12.11 No Third Party Beneficiaries.			41
12.12 Gender and Number.			41
12.13 Divisions and Headings.			41
12.14 No Inferences.			41

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (Agreement) is made and entered into as of December 9, 2005, by and among GEO Care, Inc., a Florida corporation (Seller), and Atlantic Shores Hospital, LLC, a Delaware limited liability company (Buyer). Psychiatric Solutions, Inc. (PSI) and The GEO Group, Inc. (GEO) are also parties to this Agreement for the purpose of being subject to the indemnity obligations set forth in Article 10.

W I T N E S S E T H:

     WHEREAS, Seller owns and operates Atlantic Shores Hospital, a psychiatric inpatient facility (the Facility and together with Sellers business and operations conducted solely at the Facility and not elsewhere, the Business), located at 4545 North Federal Highway, Fort Lauderdale, FL 33308; and

     WHEREAS, Buyer desires to acquire substantially all of the assets of Seller associated with the Business, and Seller desires to sell such assets to Buyer, all as more fully set forth below.

     NOW, THEREFORE, for and in consideration of the premises, and the agreements, covenants, representations and warranties hereinafter set forth, and other good and valuable consideration, the receipt and adequacy all of which are forever acknowledged and confessed, the parties hereto hereby agree as follows:

     1. DEFINITIONS AND INTERPRETATION

     1.1 Definitions. Capitalized terms used in this Agreement shall have the following meanings:

     Affiliate means as to the Person in question, any Person that directly or indirectly controls, is controlled by, or is under common control with, the Person in question and any successors or assigns of such Persons; and the term control means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through ownership of voting securities, by contract or otherwise ; provided that, with respect to Seller, Affiliate shall not include officers or directors of Seller.

     Agency Settlements means rights to settlements and retroactive adjustments, if any, arising under the terms of the Medicare program or the TRICARE program and against any third party payor programs which settle upon a basis other than an individual claim basis.

     Agreement has the meaning set forth in the Preamble.

     Assets has the meaning set forth in Section 2.1.

     Assignment and Assumption Agreement has the meaning set forth in Section 4.2.

     Assumed Contracts has the meaning set forth in Section 2.1.

     Assumed Liabilities has the meaning set forth in Section 3.2.

     Balance Sheet Date has the meaning set forth in Section 5.5.

     Benefit Plans means all employee benefit plans, as defined in Section 3(3) of ERISA, all benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive compensation, deferred compensation, profit sharing, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday, sick leave, equity-based, fringe benefit or welfare and other employee benefit plans (whether oral or written, qualified or non-qualified) and employment agreements and any trust, escrow or other funding arrangement related thereto relating to the Facility and the Business.

     Bill of Sale has the meaning set forth in Section 4.2.

     Business has the meaning set forth in the Recitals.

     Business Associate Agreements has the meaning set forth in Section 5.16 (f).

     Buyer has the meaning set forth in the Preamble.

     Buyer Indemnified Parties has the meaning set forth in Section 10.1.

     Claims has the meaning set forth in Section 10.5.

     Closing has the meaning set forth in Section 4.1.

     Closing Date has the meaning set forth in Section 4.1.

     CMS means the Centers for Medicare and Medicaid Services.

     COBRA means Title I, Part 6, of ERISA.

     Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

     Competing Business has the meaning set forth in Section 9.8(a).

     Confidential Information has the meaning set forth in Section 12.2.

     Cost Reports has the meaning set forth in Section 5.19.

     Covered Entities has the meaning set forth in Section 5.16(a).

     Effective Time has the meaning set forth in Section 4.1.

     Employment Agreement has the meaning set forth in Section 4.2.