14.	Merger Agreement with Tunstall:

On September 22, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tunstall Healthcare Group Limited (“Tunstall”), and Monitor Acquisition Corp., an indirect wholly owned subsidiary of Tunstall (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into the Company and the Company will become a wholly-owned subsidiary of Tunstall (the “Merger”).

On the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than treasury shares of the Company and any shares of the Company’s Common Stock owned by Tunstall, Merger Sub or any wholly owned subsidiary of the Company) will be converted into the right to receive (i) an amount in cash, without interest, equal to $8.55, less the amount of any required withholding tax, and (ii) one contingent payment right (a “CPR”) issued by Tunstall subject to and in accordance with the CPR Agreement, which provides for payments under certain circumstances relating to the Company’s investment in Lifecomm.

All outstanding stock options (“Options”) and restricted stock units (“RSUs”) of the Company will be canceled at the Effective Time. Holders of Options, whether vested or unvested, with an exercise price below the Cash Consideration will receive, for each share of the Company’s Common Stock subject to such Option: (i) a cash payment equal to the difference between the Cash Consideration and the exercise price of the Option, less the amount of any required withholding tax, and (ii) one CPR. Holders of Options with an exercise price at or above the Cash Consideration, if any, will not receive any consideration in the Merger.

Holders of RSUs, whether vested or unvested, will receive, for each share of the Company’s Common Stock subject to such RSU: (i) a cash payment equal to the Cash Consideration less the amount of any required withholding tax, and (ii) one CPR.

Outstanding shares of restricted stock for which restrictions have not otherwise lapsed or expired and are outstanding will have their associated restrictions accelerate and expire immediately prior to the Effective Time. Holders of shares of restricted stock will receive, for each such share: (i) a cash payment equal to the Cash Consideration less the amount of any required withholding tax, and (ii) one CPR.

All outstanding warrants will be redeemed at the Black-Scholes Value (as defined in the Merger Agreement) of such warrant at the Effective Time.

The Company and Tunstall’s respective obligations to complete the Merger are subject to customary closing conditions, including (i) the approval of the Merger by the holders of at least two-thirds of the outstanding shares of the Company’s Common Stock, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and (iii) the absence of any legal prohibition on completion of the Merger or the other transactions contemplated by the Merger Agreement. Completion of the Merger is not subject to any financing contingency.

The Merger Agreement also provides for certain other termination rights for both Tunstall and the Company. The Company may be required to pay Tunstall a termination fee of $3,500,000 upon termination of the Merger Agreement under specified circumstances. In addition, in the event that the Merger Agreement is terminated by either the Company or Tunstall following a failure to obtain approval of the Company’s shareholders of the Merger, the Company is required to pay Tunstall’s costs and expenses in an amount not to exceed $500,000, which amount will be offset against the amount of any termination fee paid thereafter.

During the nine months and three months ended September 30, 2011, the Company recorded approximately $980,000 and $716,000, respectively, of merger-related costs that were included in the selling, general and administrative expenses of the Company’s condensed consolidated statement of income (loss).