APS HEALTHCARE INC S-1

S-1

EXHIBIT 1

EXHIBIT 2.1

EXHIBIT 2.2

EXHIBIT 4.2

EXHIBIT 4.3

EXHIBIT 4.5

EXHIBIT 4.6

EXHIBIT 4.7

EXHIBIT 4.8

EXHIBIT 4.9

EXHIBIT 4.10

EXHIBIT 4.10.1

EXHIBIT 4.11

EXHIBIT 4.12

EXHIBIT 4.12.1

EXHIBIT 4.13

EXHIBIT 4.13.1

EXHIBIT 4.14

EXHIBIT 4.15

EXHIBIT 4.16

EXHIBIT 4.17

EXHIBIT 4.18

EXHIBIT 10.1

EXHIBIT 10.2

EXHIBIT 10.2.1

EXHIBIT 10.2.2

EXHIBIT 10.2.3

EXHIBIT 10.3

EXHIBIT 10.4

EXHIBIT 10.5

EXHIBIT 10.6

EXHIBIT 10.7

EXHIBIT 10.8

EXHIBIT 10.9

EXHIBIT 10.10

EXHIBIT 10.11

EXHIBIT 10.12

EXHIBIT 10.13

EXHIBIT 10.14

EXHIBIT 10.14.1

EXHIBIT 10.15

EXHIBIT 10.15.1

EXHIBIT 10.15.2

EXHIBIT 10.16

EXHIBIT 10.16.1

EXHIBIT 10.16.2

EXHIBIT 10.16.3

EXHIBIT 10.16.4

EXHIBIT 10.17

EXHIBIT 21

EXHIBIT 23.2

EXHIBIT 23.3