Slide Show Presentation

Disclosure

The attached presentation was filed with the Securities and Exchange Commission (“SEC”) as part of the Form 8-K

filed by HAPC, Inc. (“HAPC”) on January 8, 2007. HAPC is holding presentations for its stockholders regarding its

purchase of InfuSystem, Inc. (“InfuSystem”). A copy of the complete presentation is available at the SEC’s website

(http://www.sec.gov). This presentation has been prepared solely by HAPC. Neither

InfuSystem nor its affiliates

(including its parent, I-Flow Corporation) have approved or are responsible for the presentation information.

HAPC and its directors, executive officers, affiliates may be deemed to be participants in the solicitation of proxies for

the special meeting of HAPC’s stockholders to be held to approve this transaction. The directors and officers of

HAPC have interests in the merger, some of which may differ from, or may be in addition to those of the respective

stockholders of HAPC generally.

Stockholders of HAPC and other interested persons are advised to

read, when

available, HAPC’s proxy statement in connection with HAPC’s solicitation of proxies for the special meeting to

approve the acquisition because this proxy statement will contain important information. Such persons can also

read HAPC’s periodic reports filed with the SEC, for more information about HAPC, its officers and directors, and

their interests in the successful consummation of this business combination. Information about the directors and

officers of InfuSystem as well as updated information about the directors and officers of HAPC will be included in

the definitive proxy statement. The definitive proxy statement will be mailed to stockholders as of a record date to

be established for the purpose of convening a special meeting to

vote on this transaction. Stockholders and other

interested persons will also be able to obtain a copy of the definitive proxy statement, and other periodic reports

filed with the SEC, without charge, by visiting the SEC’s Internet site at (http://www.sec.gov).

Safe harbor

This

presentation

may

contain

forward-looking

statements

within

the

meaning

the

Private

Securities

Litigation

Reform

Act

1995,

about

HAPC,

InfuSystem

and

their

combined

business

after

completion

the

proposed

transaction.

Forward-looking

statements

are

statements

that

are

not

historical

facts.

Such

forward-looking

statements,

based

upon

the

current

beliefs

and

expectations

HAPC’s

management,

are

subject

risks

and

uncertainties,

which

could

cause

actual

results

differ

from

the

forward-looking

statements.

The

following

factors,

among

others,

could

cause

actual

results

differ

from

those

set

forth

the

forward-looking

statements:

continuous

infusion

treatment

protocol

trends,

including

factors

affecting

supply

and

demand;

labor

and

personnel

relations;

healthcare

payor

reimbursement

risks

affecting

HAPC’s

revenue

and

profitability;

conditions

financial

markets

that

impact

HAPC’s

ability

obtain

capital

finance

capital

expenditures;

changing

interpretations

generally

accepted

accounting

principles;

and

general

economic

conditions,

well

other

relevant

risks

detailed

HAPC’s

filings

with

the

SEC,

including

the

final

prospectus

relating

HAPC’s

IPO

dated

April

11,

2006.

The

information

set

forth

herein

should

read

light

such

risks.

HAPC

assumes

any

obligation

update

information

contained

this

presentation.

This

presentation

contains

disclosures

EBITDA

for

certain

periods,

which

may

deemed

non-GAAP

financial

measures

within

the

meaning

Regulation

promulgated

the

SEC.

Management

HAPC

believes

that

EBITDA,

earnings

before

interest,

taxes,

depreciation

and

amortization

are

appropriate

measures

evaluating

operating

performance

and

liquidity,

because

they

reflect

the

resources

available

for

strategic

opportunities

including,

among

others,

investments

the

business

and

strategic

acquisitions.

The

disclosure

EBITDA

may

not

comparable

similarly

titled

measures

reported

other

companies.

EBITDA

should

considered

addition

to,

and

not

substitute

for,

superior

to,

operating

income,

cash

flows,

revenue,

other

measures

financial

performance

prepared

accordance

with

generally

accepted

accounting

principles.

reconciliation

EBITDA

Net

Income

included

the

‘EBITDA

Reconciliation’

page

this

presentation.

Acquisition details

Buyer:

HAPC, Inc. (OTCBB: HAPN, HAPNW, HAPNU)

Target:

InfuSystem, Inc., a leading provider of ambulatory pumps and services to

medical oncologists and their patients in the United States

Seller:

I-Flow Corporation (NASDAQ: IFLO)

Consideration:

$140 million

(subject to certain working capital adjustments as set forth

in the Stock Purchase Agreement)

Anticipated closing:

First quarter of 2007

The purchase price will be paid by HAPC in cash or a combination of (i) a secured promissory note (the “Promissory Note”) payable to I-Flow in a principal amount equal to $55

million plus the amount actually paid to HAPC’s stockholders who exercise their conversion rights but not to exceed $75 million (the “Maximum Amount”) and (ii) an amount of

cash purchase price equal to $65 million plus the difference between the Maximum Amount and the actual principal amount of the Promissory Note.

The board of directors recommends a vote FOR each of the following proposals

Proxy proposals for shareholder vote

Proposal 1: The Acquisition

approve

the

acquisition

Acquisition

Sub

all

the

issued

and

outstanding

capital

stock

InfuSystem

pursuant

the

Stock

Purchase

Agreement,

dated

September

29,

2006,

and

among

I-Flow,

InfuSystem,

HAPC

and

Acquisition

Sub

Proposal 2: The Stock Incentive Plan Proposal

To approve the adoption of the HAPC 2006 Stock Incentive Plan pursuant to which HAPC will

reserve up to 2,000,000 shares of common stock for issuance pursuant to the Plan

Proposal 3: The Amendment to the Certificate of Incorporation Proposal

approve

amendment

HAPC’s

amended

and

restated

certificate

incorporation

change

HAPC’s

name

from

“HAPC,

INC.”

“InfuSystem

Holdings,

Inc.”

History of Acquisition

InfuSystem Acquisition Timeline and Future Events

09/29/06

HAPC and I-Flow enter into a stock purchase agreement for all of the issued

and

outstanding capital stock of InfuSystem, Inc.

HAPC will pay I-Flow an aggregate of $140 million, subject to certain working capital adjustments

Consideration will be paid in a combination of cash and a secured promissory note, which will

range from $55 to $75 mm depending on the % of HAPC stockholders

who oppose the acquisition

12/07/06

HAPC files preliminary proxy statement regarding the vote on the

potential InfuSystem acquisition,

adoption of a management stock incentive plan, and a change of name proposal

Future Steps

Proxy Vote:

After final proxy statement is distributed, HAPC’s investors vote on acquisition.

Assuming more than 50% of the votes cast in response to the proxy approve the merger and no

more than 20% vote against the merger, the acquisition will be approved

Approval:

InfuSystem becomes a wholly owned subsidiary of HAPC

InfuSystem Overview

Subsidiary of I-Flow (NASDAQ: IFLO)

The leading provider of ambulatory infusion pumps for oncologists and their patients in the

US. Its pumps are currently used primarily for the continuous infusion (CI) of

chemotherapy drugs for patients with colorectal cancer. InfuSystem intends to expand to

other cancer treatment areas.

Simplifies the continuous infusion process: InfuSystem supplies the equipment (pumps and

related disposables supplies) to physicians and their patients while handling the billing and

collection directly from the patients’

insurers

InfuSystem has numerous advantages when compared to other CI providers, namely

It can purchase and lease pumps in bulk, thereby reducing its cost in comparison to competitors

It provides a 24-hour staffed nurse hotline to patients using Infu products

performs

billing

and

administrative

tasks

associated

with

the

pumps

for

physicians

It is the nation’s largest CI company with 60% penetration into oncology offices

Advantages of Continuous Infusion

CI allows for gradual administration of a drug via a small pump over two to seven

days as opposed to the traditional higher dose chemo treatments (bolus treatments)

given over the course of minutes or hours.

CI is an improvement in both efficacy and comfort for patients and is quickly becoming the

preferred treatment

CI benefits payors because it is generally less expensive than hospitalization or home care

In 2004 two major drug companies released drugs used in combination with CI. They have

been marketing the products and increasing physician knowledge and prescriptions of CI

treatment

2003,

Medicare

reimbursement

laws

changed

that

drug

payments

were

decreased

and

payments

for

services

physicians

increased.

requires

multiple

services

from

oncologist,

than

traditional

treatments

and

oral

chemotherapy.

This

provides

economic

incentive

for

physicians

utilize

CI.

Currently over 120 drug therapy clinical trials involving CI are

being carried out

Management team after successful completion of

acquisition

Steve Watkins, CEO

One of the founders of InfuSystem; started the company in 1986

Former VP of Aventric Medical, Inc., a Midwest distributor of high tech equipment

Erin Enright, Acting CFO

CEO of Lee Medical, a medical products company

Formerly served as Managing Director in Citigroup’s Equity Capital Markets group

Jan Skonieczny, VP of Operations

Vice President of Operations for InfuSystem for 17 years

Previously served as office manager for Aventric Medical, Inc.; was promoted to her current

position after I-Flow acquired the Company

Tony Norkus, VP of Sales

Vice President of Sales for InfuSystem since 1998

Served as VP of international and domestic sales for all equipment lines at I-Flow

Tom Bryniarski, Director of Eastern Sales

Oversees all sales east of the Mississippi River since 2003

Competitive Advantages

Regional DME Providers

No significant scale

Limited pump selection

Limited insurance

contracts

Hospital

Other hospitals unlikely

to support competing

hospitals

Limited capital budgets

Home care

Takes revenue from

physician office

More costly for patients

and payors

Less convenient for

patients

Physician owned DME

More time intensive and

costly for physicians

Biomed

On-call

InfuSystem is a leading national provider

of ambulatory infusion pump services for

the oncology specialty

Services approximately 60% of oncology

physician offices and hospital infusion

centers

Expansion opportunities

Extend continuous infusion therapies to other cancers

Liver and esophageal cancer are growing parts of InfuSystem’s business

Recent drug approvals for lung, gastric, breast, leukemia, non-Hodgkins lymphoma, and other

cancers

Several new drugs in development

Potential distribution of other products through established medical oncologist

relationships

Opportunity to provide oncological drugs directly to physicians along with pumps

Untapped international market for continuous infusion treatments

InfuSystem Financial Performance

Year End

9 Months Ending

LTM Period

USD's in millions

12/31/2005

9/30/2005

9/30/2006

Revenues

28.5

21.4

23.5

30.6

Cost of Sales

7.7

5.7

6.3

8.3

Gross Profit

20.8

15.7

17.2

22.3

Gross Margin

72.9%

73.3%

72.9%

Sales and Marketing

4.3

3.2

2.7

3.8

General and Administrative

8.4

5.9

8.2

10.7

Total Operating Costs

12.7

9.1

11.0

14.6

Operating Income

8.1

6.6

6.3

7.7

Operating Income Margin

28.3%

30.9%

26.6%

25.2%

Interest Expense

0.1

0.0

0.1

Income Before Taxes

8.0

6.6

6.2

7.6

Income Tax Provision

2.9

2.4

2.2

2.8

Net Income

5.1

4.2

3.9

4.8

Net Income Margin

17.9%

19.7%

16.7%

15.7%

D&A

3.3

2.4

2.7

3.7

EBITDA

11.3

9.0

11.4

Stock Based Comp

1.1

0.3

0.2

1.0

Michigan Sales & Use Tax Accrual

0.2

0.1

0.2

ProForma Revenue from Transition Services Agreement

0.6

0.4

0.8

1.0

ProForma EBITDA

13.2

9.8

10.1

13.5

EBITDA Reconciliation

Year End

9 Months Ending

LTM Period

USD's in millions

12/31/2005

9/30/2005

9/30/2006

Net Income

5.1

4.2

3.9

4.8

plus: Interest Expense

0.1

0.0

0.1

plus: Income Tax Provision

2.9

2.4

2.2

2.8

plus: D&A

3.3

2.4

2.7

3.7

EBITDA

11.3

9.0

11.4

plus: Stock Based Comp

1.1

0.3

0.2

1.0

plus: Michigan Sales & Use Tax Accrual

0.2

0.1

0.2

plus: ProForma Revenue from Transition Services Agreement

0.6

0.4

0.8

1.0

ProForma EBITDA

13.2

9.8

10.1

13.5