Presentation of HAPC, Inc.

Disclosure

The

attached

presentation

was

filed

with

the

U.S.

Securities

and

Exchange

Commission

(“SEC”)

part

the Form

8-K

filed by HAPC, Inc. (“HAPC”) on August 22, 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

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 annual meeting of HAPC’s stockholders to be held to approve this transaction on September 26, 2007. The

directors and officers of HAPC have interests in the merger, some of which may differ from, or may be in addition to

those

the

respective

stockholders

HAPC

generally.

Stockholders

HAPC

and

other

interested

persons are

advised

read,

HAPC’s

definitive

proxy

statement

filed

with

the

SEC

August

2007

connection

with

HAPC’s

solicitation of proxies for the special annual meeting to approve the acquisition because the definitive proxy

statement contains 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 is included in the definitive proxy statement. On August 8, 2007 the

definitive proxy statement was mailed to stockholders of record as of August 6, 2007 in connection with the special

annual meeting to vote on this transaction. Stockholders and other interested persons may also 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 of the Private Securities Litigation

Reform Act of 1995, about HAPC, InfuSystem and their combined business after completion of the proposed

transaction.

Forward-looking

statements

are

statements

that

are

not

historical

facts.

Such forward-looking

statements, based upon the current beliefs and expectations of HAPC’s management, are subject to risks and

uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors,

among others, could cause actual results to differ from those set forth in 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 in financial markets that

impact HAPC’s ability to obtain capital to finance capital expenditures; changing interpretations of generally accepted

accounting principles; and general economic conditions, as well as other relevant risks detailed in HAPC’s filings with

the

SEC,

including

the

definitive

proxy

statement

filed

with

the

SEC

August

2007

connection

with the

acquisition of InfuSystem

and HAPC’s

form 10-K for the fiscal year ended December 31, 2006. The information set

forth

herein

should

read

light

such

risks.

HAPC

assumes

any

obligation

update

information

contained

this presentation.

This presentation contains disclosures of EBITDA for certain periods, which may be deemed to be non-GAAP

financial measures within the meaning of Regulation G promulgated by the SEC. Management of HAPC believes that

EBITDA, or earnings before interest, taxes, depreciation and amortization are appropriate measures of evaluating

operating performance and liquidity, because they reflect the resources available for strategic opportunities including,

among others, investments in the business and strategic acquisitions. The disclosure of EBITDA may not be

comparable to similarly titled measures reported by other companies. EBITDA should be considered in addition to,

and not as a substitute for, or superior to, operating income, cash flows, revenue, or other measures of financial

performance prepared in accordance with generally accepted accounting principles. A reconciliation of EBITDA to Net

Income is included on the ‘EBITDA Reconciliation’

page of this presentation.

Acquisition details

Buyer:

HAPC, Inc. (OTCBB: HAPN, HAPNW, HAPNU) is a blank

check company (SPAC) formed for the purpose of

acquiring one or more operating businesses in the

healthcare sector

Target:

InfuSystem, Inc., (a subsidiary of I-Flow Corporation,

NASDAQ: IFLO), a leading provider of ambulatory

infusion pump management services to oncologists and

their patients in the United States

Consideration

$85 million cash

$55 million debt

Record date:

August 6, 2007

Shareholder vote:

September 26, 2007

Anticipated acquisition closing:

September 28, 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.

Investment highlights

Nation’s largest continuous chemotherapy infusion services (DME) company in

a high growth, highly fragmented market

High barriers to entry

–

60% penetration of oncology offices

–

Contracts with managed care organizations representing 125 million

covered lives

Significant near-term opportunities to expand to other cancer treatments and

beyond (+25% growth anticipated)

32% revenue CAGR (5 year) without new initiatives and currently no

meaningful marketing efforts

Significant margins (2006)

–

Gross margin: 73%

–

EBITDA margin: 49%

High return on invested capital

Continuous infusion cancer treatment

Continuous Infusion (CI) allows for gradual administration of chemotherapy via a

small portable pump over several days as opposed to traditional chemotherapy

treatments given in a single high dose over a short period of time (known as bolus

infusion)

CI has achieved increased acceptance and is becoming a market standard of care

for colorectal cancer (CRC) due to:

–

Increased efficacy and comfort for patients (lower toxicity)

–

Lower cost compared with hospitalization or home care

–

Higher margin to physicians due to changes in Medicare reimbursement

In 2004, sanofi-aventis and Pfizer introduced CRC treatment protocols FOLFOX and

FOLFIRI, which include courses of CI. Their marketing efforts have helped to

increase physician awareness of CI.

There are currently over 120 CI drug therapy clinical trials in progress

Recent drug protocol approvals for head and neck, lung, pancreatic, gastric and

other cancers

Near-term opportunities for continuous infusion in cancer

$130

$1,750

17,500 –

CRC

6,000 –

Other indications

Potential continuous infusion

market that requires no additional

regulatory approval and minimal

payor approval

$40mm

20,000

CRC –

Stage II

(high risk)

$494mm

247,030

Total

$43mm

21,260

Gastric

$74mm

37,170

Pancreatic

$35mm

17,600

Head & Neck

(Neoadjuvant)

$53mm

26,400

Head & Neck

(Chemo & RT)

$80mm

40,000

CRC –

Stage II

$169mm

84,600

CRC –

Stage III & IV

Opportunity¹

Estimated

2007

new cases

Cancer type

Only represents near-term opportunity

Based on $2,000 revenue per year per case

Patients using InfuSystem pumps

InfuSystem overview

Leading healthcare services company that provides ambulatory

infusion pumps for oncologists and their patients in the U.S.

–

Pumps are primarily used for the continuous infusion (CI) of

chemotherapy drugs for patients with colorectal cancer

InfuSystem provides a complete solution to doctor & patient:

–

Supplies equipment (pumps and related disposable supplies)

–

Handles billing and collection directly from the patients’

insurers and

from the patients for pump and supplies

–

Maintains, cleans & services equipment

–

Supports patient or doctor inquiries with 24/7 nurse-staffed hotline

InfuSystem also rents and sells other supplies to oncologists

InfuSystem has 110 employees and nationwide coverage

Significant competitive advantages

Vast pump selection

Covers approximately 65% of

managed care lives

Bulk discount on pumps

Provides additional revenue

stream to physicians

24-hour staffed nurse hotline

to patients reduces load on

physicians staff

Servicing 60% of oncology

practices

InfuSystem operates in a highly fragmented market with the next

leading competitor being a fraction of InfuSystem’s size

Regional DME Providers

No significant scale

Limited pump selection

Limited insurance

contracts

Hospital

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 Durable

Medical Equipment

(DME)

More time intensive and

costly for physicians

Biomed

On-call

Board and management team with deep healthcare expertise

Sean McDevitt, Chairman

–

Alterity Partners, founder (sold to FTN Midwest)

–

Goldman Sachs, investment banking

–

Pfizer, sales & marketing

–

U.S. Army Rangers, Captain (decorated)

Wayne Yetter, Director

–

Verispan, CEO

–

Odyssey Pharmaceuticals, President & CEO

–

Synavant, Chairman & CEO

–

Novartis Pharmaceuticals, U.S. President & CEO

–

Astra Merck, President & CEO

–

Current Board member of Noven Pharmaceuticals

(NOVN), Matria Healthcare (MATR) & EpiCept

(EPCT)

Jean-Pierre Millon, Director

–

PCS Health Systems, President & CEO

–

Eli Lilly, various senior executive positions including

President and General Manager of Lilly Japan

–

Current Board member of CVS/Caremark (CVS) &

Cypress Bioscience (CYPB)

John Voris, Director

–

Epocrates, Chairman (formerly CEO)

–

PCS Health Systems, Executive Vice President

–

Eli Lily, various senior executive positions

–

Current Board member of Oscient Pharmaceuticals

(OSCI), Epocrates & Gentiae Clinical Research

Steve Watkins, CEO

–

Co-founder of InfuSystem; serial entrepreneur

–

Former VP of Aventric Medical, a Midwest

distributor of high tech equipment

–

Dallas Durable Medical Inc., Officer

–

American Medical Finance, President

Jan Skonieczny, VP of Operations

–

Aventric

Medical,

Operations Manager

–

Charwood Cardiac Testing Lab, Supervisor

Tony Norkus, VP of Sales

–

Served

international

and

domestic sales

for all equipment lines at I-Flow

–

Ambulatory pump products, product director

–

Parker Biomedical, national sales and marketing

manger

–

I-Flow, director of sales and marketing

CFO (to be determined)

–

Candidates identified

VP of Marketing

–

Already working with HAPC as consultant

Growth strategy

Distribution of other products &

services through current channel of

oncologist

–

Drugs

–

Safety products

–

Disposables

Immediate Impact

Initiatives

Extend CI Services

Expand Product

Portfolio

2008 and Beyond

Untapped international CI market

Other cancer types

Acquire regional “mom & pop”

DME providers

Fragmented market

Companies typically have less

than $10m in revenue and can

be purchased at 4-6x revenue

Increase pump utilization to 75-80%

Invigorate sales force

New marketing initiatives

Expand deeper and wider within

current base

Extend to CRC stage II

Head and neck, lung, pancreatic,

gastric

1. Immediate Impact Initiatives

Goal:

Increase pump utilization from 60% to 75-80%

Invigorate sales force

New marketing initiatives

Expected Results:

Decreased capex

A 4% increase in pump utilization would have eliminated 2006 pump capex spending

Increased EBITDA –capex (cash flow)

75% pump utilization would allow for 2007 revenue growth of 27% with no

additional capex

(a savings of over $7 million)

Pump utilization -->

65%

70%

75%

80%

Potential Pump Revenue

$34,503,313

$37,157,414

$39,811,515

$42,465,616

Potential Revenue Growth

10%

19%

27%

36%

Capex savings

$2,366,118

$4,732,237

$7,098,355

$9,464,473

Estimated 2007 revenue supported with no additional capex

InfuSystem

Q1 '07

2006

2005

2004

Net rental revenue

7.9

31.7

28.5

19.3

Revenue growth

11%

47%

49%

Cost of revenues

2.3

8.5

7.7

5.6

Gross profit

5.6

23.3

20.8

13.8

Gross margin

71%

73%

71%

Selling & marketing exp.

1.0

3.8

4.3

3.2

G&A expense

1.8

7.2

7.1

4.7

Bad debt expense

1.7

4.0

1.3

Operating income

1.0

8.2

8.1

4.7

Operating margin

12.9%

25.8%

28.3%

24.0%

Interest expense

0.0

0.1

0.0

Income before income taxes

1.0

8.1

8.0

4.6

Income tax expense

0.4

3.1

2.9

1.7

Net income

0.6

5.0

5.1

2.9

EBITDA calculation:

Operating income

1.0

8.2

8.1

4.7

Depr. & amort.

1.0

3.7

3.3

1.8

EBITDA

2.0

11.9

11.3

6.5

Adjusted EBITDA calculation:

EBITDA

2.0

11.9

11.3

6.5

Stock based comp.

0.1

0.4

1.1

0.3

MI sales & use tax accrual

0.1

0.2

0.1

Bad debt exp. due to BCBS

billing delays

1.0

2.0

Proforma revenue from

transition services agreement

0.2

1.1

0.7

0.3

Adjusted EBITDA

3.4

15.6

13.3

7.2

Adjusted EBITDA margin

43.2%

49.1%

46.7%

37.0%

Adjusted EBITDA less capex

2.6

13.1

6.4

1.7

Adjusted EBITDA less capex growth

103%

288%

InfuSystem financial performance

+40% Adjusted EBITDA margins

$10,292

$13,022

$19,349

$28,525

$31,716

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

2002

2003

2004

2005

2006

Revenue

26,424

27,320

26,996

28,621

28,893

25,000

25,500

26,000

26,500

27,000

27,500

28,000

28,500

29,000

Q1'06

Q2'06

Q3'06

Q4'06

Q1'07

Total patient billings

Structure and valuation

Officers and Directors

4,166,667

20%

HAPN Public Stockholders

16,875,251

80%

Total Shares Outstanding

21,041,918

100%

Officers and Directors

4,166,667

20%

4,166,667

HAPN Public Stockholders

16,875,251

80%

16,875,251

29%

Warrants

33,750,502

58%

Management Warrants

1,071,429

UPO Shares

833,333

UPO Warrants

1,666,666

Total Shares Outstanding

21,041,918

100%

58,363,848

100%

Pre-Merger

Post-Merger

Basic

Fully-Diluted

80%

20%

87%

HAPN price per share in trust (2007Q2)

$5.94

2006 Proforma EBITDA

$15,574,550

Pro forma basic shares outstanding

21,041,918

Market Capitalization

$125,017,005

EV/2006 Proforma EBITDA

13.0x

Plus: in-the-money warrant value

$32,778,972

Peer Group:

Plus: debt (assuming no redemptions)

$55,000,000

EV/2006 EBITDA

20.7x

Less: cash

($10,000,000)

Implied Enterprise Value

$202,795,976

Post-Transaction Metrics

Implied Transaction EV Multiples

Public company comparables

Source: Reuters & Capital IQ

Note: Market cap & enterprise value calculated as of 8/17/07 on a fully diluted basis

Currently in the process of being acquired by Walgreens Corp.

High Growth/Margin Healthcare Companies

($ in millions)

Market

Enterprise

Revenue Growth

EBITDA Margin

EV / Revenue

EV / EBITDA

Company

Ticker

Cap

Value

2007P

2008P

2007P

2008P

2006A

2007P

2008P

2006A

2007P

2008P

Healthways, Inc.

HWAY

1,854

2,112

51%

29%

21%

23%

4.8x

3.1x

2.5x

21.8x

14.3x

10.6x

HMS Holdings Corp.

HMSY

641

647

65%

15%

27%

29%

7.6

4.6

4.0

34.1

17.0

13.8

Integra LifeSciences Holdings Corp.

IART

1,446

1,775

31%

13%

22%

23%

4.2

3.2

2.9

19.3

15.0

12.2

Matria Healthcare Inc.

MATR

580

876

10%

23%

24%

2.6

2.4

2.2

11.6

10.6

9.1

NightHawk Radiology Holdings, Inc.

NHWK

625

606

71%

39%

29%

30%

6.6

3.8

2.8

18.1

13.1

9.2

Option Care, Inc.

OPTN

719

823

24%

14%

1.2

1.0

0.9

19.3

15.5

13.2

Mean

41%

20%

21%

23%

4.5x

3.0x

2.5x

20.7x

14.3x

11.4x

Median

41%

14%

22%

24%

4.5

3.2

2.6

19.3

14.6

11.4

High

71%

39%

29%

30%

7.6

4.6

4.0

34.1

17.0

13.8

Low

10%

1.2

1.0

0.9

11.6

10.6

9.1