IMX Pharmaceuticals — Exhibit 10.5 — EDGAR Services Provided by St Ives Burrups








 Exhibit 10.5 

 AGREEMENT FOR MERGER 

 THIS
  AGREEMENT FOR MERGER (this “Agreement”)
  is dated November 6th, 2002 by and among IMX Pharmaceuticals, Inc.,
  a Utah corporation (“IMX”) (for itself and for Dialog Group, Inc.,
  its successor by merger), HCD Acquisition, Inc. (“HCD Acquisition”), a Delaware
  corporation, Healthcare Dialog, Inc., a Delaware corporation (“HCD”),
  and Peter DeCrescenzo, Vincent DeCrescenzo, and Cindy Lanzendoen, each an individual,
  (collectively, the “Shareholders”) and Stephen Dean, an individual
  (the “Guarantor”). The foregoing are collectively referred to as the
  “Parties”. 



 RECITALS 


   1.  Pursuant to a separate agreement,
    HCD has agreed to acquire (the “Acquisition”) fifty (50%) percent
    of the capital stock of Healthcare Horizons, Inc. (“HCH”). HCD is
    negotiating to acquire the balance of the capital stock of HCH and all of
    the assets of Azimuth Target Marketing, Inc. (“Azimuth”) subject
    to no liabilities. 

   2.  The parties have engaged in extensive
    due diligence, including the exchange of the materials listed on Schedule
    R-4 (“Disclosures”). Those Disclosures provided by HCD are referred
    to herein as “HCD Disclosures” and those Disclosures provided by IMX are referred
    to herein as “IMX Disclosures.” 

   3.  The shareholders of IMX have approved
    its merger with Dialog Group, Inc. for the primary purpose of moving IMX’s
    domicile to Delaware. All references to IMX herein shall include and bind
    Dialog Group Inc. as its successor by merger. 

   4.  The Shareholders, in reliance
    upon the IMX Disclosures, desire, as holders of the majority of the common
    stock of HCD, that HCD merge with HCD Acquisition, a wholly owned subsidiary
    of IMX (the “Merger”), and receive as a result of the merger the equity securities
    of IMX described below. 

   5.  IMX, in reliance upon the HCD
    Disclosures, desires to merge HCD Acquisition with HCD pursuant to, and in
    accordance with, the terms and conditions of this Agreement. 

   NOW, THEREFORE,
    in consideration of the mutual promises and covenants contained in this Agreement,
    and for other good and valuable consideration, the receipt and sufficiency
    of which is hereby acknowledged, the Parties agree that the Recitals set forth
    above are true and correct and incorporated herein as if fully set forth and
    further agree as follows: 



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 AGREEMENT 

 ARTICLE I.     THE
  PARTIES 

 Section 1.01.     THE
  PARTIES 


   (a)  IMX is a publicly traded Utah
    corporation having a business office at 17 State Street, 3rd Floor,
    New York, NY 10004. 

   (b)  HCD is a Delaware corporation
    having a business office at 257 Park Avenue South, 12th Floor,
    New York, NY 10010. 

   (c)  The Shareholders are citizens
    of the states listed next to their name on Schedule 3.01. 

   (d)  The Guarantor is a citizen of
    Gibraltar who resides at 610 Euro Towers, Euro Plaza, Gibraltar. 



 Section 1.02.     ASSIGNMENT
  

 (a)  No party may assign its rights
  under this Agreement to another party. Notwithstanding the foregoing, IMX may
  assign some of its rights under this Agreement to HCD Acquisition to the extent
  necessary to consummate the transactions contemplated hereby. No assignment
  shall relieve IMX of its obligations under this Agreement. 

 (b)  For purposes of this Section 1.02,
  an assignment includes the purchase or sale of over 50% of the voting securities
  of IMX or HCD. 



 ARTICLE II.     THE MERGER 

 Section 2.01.     THE
  MERGER

 On the Effective
  Date, and subject to any approvals required by this Agreement or by law, HCD
  shall merge with HCD Acquisition. 



 Section 2.02.     THE EFFECTIVE DATE 

 The Effective Date
  shall be the date on which Certificate of Merger are filed with and accepted
  by the state of Delaware. 



 Section 2.03.     THE
  CERTIFICATE OF MERGER 

 At the Closing Conference,
  HCD and HCD Acquisition shall execute the Delaware Certificate of Merger in
  the form satisfactory to counsel for the parties. 



 Section 2.04     THE REQUIRED VOTE 

 At a meeting of
  the HCD stockholders, or by written consent, the Shareholders shall vote or
  consent to approve the Merger contemplated by this Agreement. 



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 ARTICLE III.     THE
  SHARE EXCHANGE 

 Section 3.01.     HCD STOCKHOLDERS 

 All of the individuals
  (“HCD Stockholders”) who will own HCD equity at the time of the Closing
  are listed on Schedule 3.01 together with all of the following information.
  

  (a)  Their name, residence address,
    notice address, business telephone, 

  (b)  The number and class of shares
    each person owns. 

   (c)  The amount of any debt owed by
    HCD, the Subsidiaries, or HCH to each person listed. 

   (d)  The name and style in which they
    wish their IMX stock to be issued and the address they wish to be shown on
    IMX’s records. 

   (e)  Their Portion, which shall equal
    the number of shares of HCD common stock they own divided by the total number
    of shares of HCD common stock shown on Schedule 3.01. 



 Section 3.02.     IMX SHARES AND WARRANTS 


   (a)  As a group, the HCD Stockholders
    will be issued (i) eighty-five (85%) percent of the number of shares of IMX
    common stock, $0.001 par value (“IMX Common”) determined in accordance
    with subsection 3.02(b), (ii) 190,247 shares of IMX’s new Class B-1 Preferred
    Stock (“Class B-1 Preferred”), (iii) eighty-five (85%) percent of
    the number shares of IMX’s new Class C Preferred Stock (“Class C
    Preferred”) determined in accordance with subsection 3.02(c), and (iv)
    warrants to purchase 142,848 shares of IMX Common at an exercise price of
    $2.564 (“IMX Warrants (TDMI)”) which warrants shall be in the form
    attached as Schedule 3.02(a). The IMX Common, Class B-1 Preferred, and Class
    C Preferred are collectively referred to as the “IMX Stock”. 

   (b)  The number of shares of IMX Common
    shall equal the number of IMX Common shares shown on the records of IMX’s
    transfer agent as outstanding as of two days before the Closing Date. 

   (c)  The number of shares of Class
    C Preferred shall equal the number of shares of Class C Preferred outstanding
    on the Closing Date as certified by IMX’s Secretary. 

   (d)  The terms of the Class B-1 Preferred
    shall be the same as the Class B Preferred. The terms of the Class C Preferred
    are set forth as Schedule 3.02(d). 

   (e)  Registration. If, at anytime
    prior to December 1, 2004, the Company shall prepare to file a Registration
    Statement under the Act with the SEC, other than pursuant to Form S-4 or Form
    S-8, pertaining to the public sale of its Common Stock, it shall give at least
    thirty (30) days’ notice of its intention to do so to the HCD Stockholders.
    The notice shall set forth the number of shares of Common Stock to be registered
    for sale and, to the extent then known by the Company, the proposed terms
    upon which the sale will take place. Within fifteen (15) days of the notice,
    any HCD Stockholder may, by notice to the Company, require the Company to
    include the Common Stock in the registration statement. The costs of the registration
    and sale, including legal and accounting fees and costs, brokers’ commissions,
    fees, costs, and expenses,  printing
    costs, and other expenses shall be borne by the Company and the undersigned
    in proportion to the number of shares of Common Stock being registered. 



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Section 3.03.     DISTRIBUTION OF IMX COMMON AND CLASS C PREFERRED
  


 At or after the
  Closing Conference, each HCD Stockholder shall receive the part of the IMX Stock
  and the IMX Warrants equal to their Portion as shown on Schedule 3.01. In order
  to receive delivery of the IMX Stock, a HCD Stockholder shall deliver either
  (i) the certificate(s) evidencing ownership of the HCD equity to be exchanged
  for their Portion, or (ii) an affidavit of loss satisfactory to IMX’s transfer
  agent. 



 ARTICLE IV.     REPRESENTATIONS
  

 Section 4.01.     HCD’S
  AND SHAREHOLDER’S REPRESENTATIONS

 HCD and the Shareholders, jointly and severally,
  represent to IMX as follows: 

   (a)  HCD is a corporation validly
    existing and in good standing under the laws of the State of Delaware. 

   (b)  As of the date hereof, P.V.D.
    and Partners, Inc. (“PVD”), a New York corporation, and QD Corporation, a
    Delaware corporation (“QD”), are HCD’s only subsidiaries (collectively,
    the “Subsidiaries”). 

   (c)  HCD owns all of the capital stock
    of each of PVD and QD. Each subsidiary and HCH, as of the Closing Date, is
    validly existing and in good standing under the laws of the state of its incorporation.
    

   (d)  The HCD Disclosures include true
    and complete copies of all charter documents, by-laws, and amendments thereto
    for HCD, HCH, and the Subsidiaries. 

   (e)  HCD has completed the Acquisition.
    The shares acquired represent fifty (50%) of the capital stock of HCH. 

   (f)  The execution, delivery, and
    consummation of the transactions contemplated by this Agreement have been
    duly authorized by HCD’s Board of Directors and the HCD Stockholders,
    and will not contravene any provisions of law, an order of any court or other
    agency of government, or of its Articles of Incorporation or Bylaws. Any consents,
    approvals, authorizations, registrations, or qualifications with any person,
    bank, or any governmental body or court having the authority or power to regulate,
    supervise, or direct the business and affairs of HCD or the Subsidiaries that
    are necessary for the consummation of the transactions specified in this Agreement
    shall have been obtained prior to the Closing Date. Nothing in any agreement
    to which HCD or a Subsidiary is a party prohibits the execution or implementation
    of this Agreement. 

   (g)  This Agreement constitutes the
    legal, valid and binding obligation of HCD and the Shareholders enforceable
    against them in accordance with its terms, subject only to the effect of bankruptcy,
    insolvency, reorganization, moratorium, fraudulent conveyance, and other similar
    laws relating to or affecting creditors’ rights generally and court decisions
    with respect thereto, and the award by courts of money damages rather than
    specific performance of contractual provisions involving matters other than
    the payment of money. 



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   (h)  The lists, copies, and other
    information provided on the Schedules, or delivered pursuant to this Agreement,
    are accurate and complete in every material respect. With respect to any agreements
    delivered as part of the HCD Disclosures or referred to in any Schedule, (i)
    neither HCD nor the Subsidiaries are in default of any such agreement, and
    (ii) to the best of HCD’s knowledge, no third party to such agreement is in
    default thereof (except as may be provided on the applicable Schedule). 

   (i)  HCD has all rights to use the
    domain names, patents, trade names, trademarks, service marks or other intellectual
    property currently used in the operation of the HCD’s business (“HCD
    Rights”). HCD Rights are listed on Schedule 4.01(i). HCD owns all HCD Rights
    free and clear of any liens, claims, or other title defects, except as listed
    on Schedule 4.01(i). HCD has the full power and right to transfer title to
    the HCD Rights without the consent of any other person. 

   (j)  HCD has not received notification
    of infringement from any person with respect to any HCD Right, and HCD is
    not aware of a basis for any claim. To the best of HCD’s knowledge, no
    right or other trademark, service mark or trade name used by HCD in connection
    with its business infringes any trademark, service mark or trade name of another
    person in any country in which the trademark, service mark or trade name is
    used. 

   (k)  HCD’s office equipment (“Equipment”)
    consists of all computers and associated hardware and other office, storage
    and production equipment at the Office (as defined below) now used in the
    operation of, or necessary to operate, HCD’s business. HCD either owns, free
    and clear of any liens, claims, or other title defects, or leases, the Equipment.
    The Equipment is in substantially good operating condition and repair, excluding
    ordinary wear and tear, taking into consideration the age and prior use of
    same, and is in compliance with all applicable laws, regulations, orders and
    ordinances. The value of fixed assets used in HCD’s business has not
    been written up. 

   (l)  HCD’s insurance policies (“Insurance
    Policies”) are listed on Schedule 4.01(l), which sets forth each policy’s
    carrier, the amount of coverage, its expiration date, and the date through
    which premiums have been paid. All Insurance Policies are now in full force
    and effect. 

   (m)  HCD’s financial statements (“Financial
    Statements”) are listed on Schedule 4.01(m). True and complete copies of the
    Financial Statements have been included in the Disclosures. Each of the FinancialStatements
    is true and complete. Each item therein was prepared in accordance with generally
    accepted accounting principals, consistently applied, and accurately reflects
    the financial condition of HCD and the Subsidiaries and the results of their
    operations in for the periods to which they relate. There has been no material
    change in the financial condition or the operations of HCD or the Subsidiaries
    that is not reflected in the Financial Statements or otherwise disclosed to
    IMX. 

   (n)  None of the Financial Statements
    have been audited. The Shareholders have reviewed the Financial Statements
    and believe them to be true and complete. The Shareholders know of no obstacle
    to the completion of an audit of HCD and the Subsidiaries within the time
    required by the Securities and Exchange Commission. 

   (o)  The Internal Revenue Service
    (“IRS”) has not audited HCD or the Subsidiaries’ tax returns
    since 1996. Copies of any audit papers and any other material communications
    with the IRS have been included in the HCD Disclosures. 



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  (p)  (i) HCD and the Subsidiaries have
    duly and timely filed, where required, all federal, state and local tax returns
    required to be filed prior to the date of this Agreement, including income,
    employment, rent and sales and use tax returns, and has paid all taxes due
    and payable on such returns, all deficiencies and assessments, notice of which
    has been received, all other taxes, and all governmental charges, duties,
    penalties, interest and fines (collectively, “Other Charges”) due
    and payable on or before the date of this Agreement. 



 (ii) There are no
  agreements, waivers or other arrangements providing for an extension of time
  with respect to the filing of any tax returns by HCD or the Subsidiaries or
  for the payment by, or assessment against, any tax, deficiency, assessment or
  Other Charge.

(iii) There are
  no suits, actions, claims, audits, investigations, inquiries or proceedings
  pending against HCD or the Subsidiaries in respect of any unpaid taxes, deficiencies,
  assessments or Other Charges, and there are no such threatened suits, actions,
  claims, audits, investigations or inquiries.




   (q)  HCD and the Subsidiaries are
    not in arrears in the payment of federal, state and local withholding taxes,
    FICA, Medicare, real estate taxes and assessments, and sales taxes. HCD and
    the Subsidiaries have withheld or collected from each payment made to each
    of their employees the amount of all taxes required to be withheld or collected
    there from and has paid the same to the proper tax receiving officers. 

   (r)  Neither HCD nor the Subsidiaries
    is a party to any civil litigation or arbitration proceeding except as listed
    on Schedule 4.01(r), or otherwise disclosed to IMX. Neither HCD nor the Shareholders
    have knowledge of, nor have they received notice of, any criminal, regulatory,
    or compliance proceedings or threatened proceedings from or by any government
    or governmental entity or agency except as listed on the Schedule or otherwise
    disclosed to IMX. HCD has provided, or will provide prior to the Closing Date,
    IMX with a summary of the proceedings listed on the Schedule or otherwise
    disclosed to IMX. 



(s)  (i) The HCD Stockholders are acquiring the
  IMX Stock for investment and not with a view towards distribution. They acknowledge
  and understand that they each must bear the economic risk of an investment in
  the IMX Stock being acquired pursuant hereto for an indefinite period of time
  since such securities have not been registered under the Securities Act and,
  therefore, cannot be sold unless they are either subsequently registered under
  the Securities Act or an exemption from such registration is available and favorable
  opinions of counsel in form and substance satisfactory to IMX to that effect
  are obtained. The certificates representing the IMX Stock (unless such securities
  have been registered) shall bear on their face the following legend: 



 The shares represented by this Certificate
  have not been registered under the Securities Act of 1933 (the “Securities
  Act”), as amended. These shares have been acquired for investment and not
  for distribution or resale. They may not be mortgaged, pledged, hypothecated
  or otherwise transferred without an effective registration statement for such
  shares under the Securities Act or an opinion of counsel acceptable to the Corporation
  that such registration is not required. 



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   (ii)  HCD and the Shareholders, taking
    into account the personnel and resources they can practically bring to bear
    on the purchase of the IMX Stock contemplated hereby, are knowledgeable, sophisticated,
    and experienced in making, and are qualified to make, decisions with respect
    to investments presenting an investment decision like that involved in the
    purchase of the IMX Stock. 

   (iii)  HCD and the Shareholders have
    had the opportunity to ask questions of, and receive answers from, representatives
    of IMX or persons acting on its behalf concerning the terms and conditions
    of the proposed investment in IMX, have had the opportunity to obtain additional
    information necessary to verify the accuracy of information previously furnished
    about IMX, and have requested, received, reviewed and considered all information
    they deem relevant in making an informed decision with respect to the purchase
    of IMX Stock. 

   (iv)  Each Shareholder is an “accredited
    investor” as such term is defined in Rule 501 of Regulation D promulgated
    under the Securities Act. 




   (t)  Each of the Schedules described
    in this Article IV is certified by HCD and the Shareholders as being true
    and complete in every material respect as of the date hereof. None of the
    representations, warranties, covenants or agreements by HCD or the Shareholders
    in this Agreement, the HCD Disclosures, or in any document, certificate, or
    schedule furnished or to be furnished pursuant hereto, or in connection with
    the transactions contemplated hereby, contains or will contain any untrue
    statement of a material fact, or omits or will omit to state a material fact
    necessary to make the statements of facts contained therein not misleading.
    

   (u)  All statements contained in any
    certificate or other instruments delivered by or on behalf of the HCD pursuant
    hereto or in connection with the transactions contemplated hereby shall be
    deemed a representation and warranty of the HCD and the Shareholders. 



 Section 4.02.     IMX’S
  REPRESENTATIONS 

 IMX represents as follows: 

   (a)  IMX is a corporation that was
    duly incorporated and is validly existing and in good standing under the laws
    of the State of Utah. HCD Acquisition is a corporation that was duly incorporated
    and is validly existing and in good standing under the laws of the State of
    Delaware. 

   (b)  IMX owns all of the capital stock
    of ThinkDirectMarketing, Inc. (“TDMI”), and Findstar, plc as described in
    IMX’s filings with the SEC. As used in this Article alone, the term IMX
    includes all of its subsidiaries, both direct and indirect. 

   (c)  The execution, delivery and performance
    of the transactions contemplated by this Agreement have been duly authorized
    by the Board of Directors (and by all other requisite corporate action) of
    IMX, and will not contravene any provisions of law, or an order of any court
    or other agency of government, or its Articles of Incorporation or Bylaws.
    Any and all consents, approvals, authorizations, or orders of, or registrations
    or qualifications with, any person, bank, governmental body, or court having
    authority or power to regulate supervise or direct the business and affairs
    of IMX necessary for the consummation of the transactions specified in this
    Agreement shall have been obtained prior to the Closing Date. 



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   (d)  This Agreement constitutes the
    legal, valid and binding obligation of IMX enforceable against it in accordance
    with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
    moratorium, fraudulent conveyance and other similar laws relating to or affecting
    creditors’ rights generally and court decisions with respect thereto,
    and the award by courts of money damages rather than specific performance
    of contractual provisions involving matters other than the payment of money.
    

   (e)  Nothing in any agreement to which
    IMX is a party prohibits the execution or implementation of this Agreement.
    

   (f)  This Agreement is not in violation
    of any law or regulation of any governmental jurisdiction in which IMX does
    business, or to which IMX is otherwise subject. 

   (g)  The IMX Stock, when issued in
    accordance with this Agreement, will be duly authorized, validly issued, outstanding,
    fully paid and non-assessable. 

   (h)  The reports and other documents
    filed by IMX with the SEC were complete, accurate, and timely when filed,
    and have been updated or supplemented as appropriate. The financial statements
    included or referenced therein were prepared in accordance with generally
    accepted accounting principals, consistently applied, and accurately reflect
    the financial condition of IMX and the results of its operations for the periods
    to which they relate. There has been no material change in the financial condition
    or the operations of IMX that has not been included in a report filed with
    the SEC. 

  (i)  {Intentionally omitted}

   (j)  All statements contained in any
    certificate or other instruments delivered by or on behalf of the IMX pursuant
    hereto, or in connection with the transactions contemplated hereby, shall
    be deemed representations and warranties by the IMX. 

   (k)  The IRS has not audited IMX’s
    tax returns since 1996. Copies of any audit papers and any other communications
    with the IRS have been delivered to HCD. 

   (l)  (i)  Up to and as of
    the Closing Date, IMX has duly and timely filed where required all federal,
    state and local tax returns required to be filed prior to the date of this
    Agreement, including income, employment, rent and sales and use tax returns,
    and has paid all taxes due and payable on such returns, all deficiencies and
    assessments notice of which has been received, all other taxes, and all Other
    Charges due and payable on or before the date of this Agreement. 




   (ii)  There are no agreements, waivers
    or other arrangements providing for an extension of time with respect to the
    filing of any tax returns by IMX or for the payment by, or assessment against,
    any tax, deficiency, assessment or Other Charge. 

   (iii)  There are no suits, actions,
    claims, audits, investigations, inquiries or proceedings pending against IMX
    in respect of any unpaid taxes, deficiencies, assessments or Other Charges
    and there are no such threatened suits, actions, claims, audits, investigations
    or inquiries. 



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   (iv)  IMX has withheld or collected
    from each payment made to each of its employees the amount of all taxes required
    to be withheld or collected there from and has paid the same to the proper
    tax receiving officers. 




   (m)  IMX is not in arrears in the
    payment of federal, state and local withholding taxes, FICA, Medicare, real
    estate taxes and assessments, and sales taxes. IMX has withheld or collected
    from each payment made to each of its employees the amount of all taxes required
    to be withheld or collected there from and has paid the same to the proper
    tax receiving officers. 

   (n)  None of the representations,
    warranties, covenants or agreements by IMX in this Agreement, nor any document,
    certificate or schedule furnished or to be furnished pursuant hereto, or in
    connection with the transactions contemplated hereby, contains or will contain
    any untrue statement of a material fact, or omits or will omit to state a
    material fact necessary to make the statements of facts contained therein
    not misleading. 

   (o)  IMX is not a party to any civil
    litigation or arbitration proceeding. IMX has no knowledge of and has received
    no notice of any criminal, regulatory, or compliance proceedings or threatened
    proceedings from or by any government or governmental entity or agency except
    as listed on the Schedule. IMX has provided, or will provide prior to the
    Closing Date, HCD with a summary of the proceedings listed on the Schedule.
    

   (p)  Each of the Schedules described
    in this Article IV is certified by IMX as being true and complete in every
    material respect as of the date hereof. None of the representations, warranties,
    covenants or agreements by IMX in this Agreement, the HCD Disclosures, or
    in any document, certificate, or schedule furnished or to be furnished pursuant
    hereto, or in connection with the transactions contemplated hereby, contains
    or will contain any untrue statement of a material fact, or omits or will
    omit to state a material fact necessary to make the statements of facts contained
    therein not misleading. 

   (q)  All statements contained in any
    certificate or other instruments delivered by or on behalf of the IMX pursuant
    hereto or in connection with the transactions contemplated hereby shall be
    deemed a representation and warranty of IMX. 



 ARTICLE V.     CONDITIONS
  PRECEDENT TO THE CLOSING 

 Section 5.01.     CONDITIONS 
  PRECEDENT TO IMX’S OBLIGATION TO CLOSE 

 Notwithstanding
  any other provision herein, the obligations of the IMX under this Agreement
  are, at the option of the IMX, subject to the fulfillment of each of the conditions
  set forth below. 

   (a)  HCD shall have completed the
    Acquisition. 

   (b)  The owners of the remaining HCH
    capital stock and Azimuth shall have agreed in writing to grant HCD an option
    (the “Option”) to acquire all of Azimuth’s assets (not subject
    to any liabilities) and all the remaining HCH capital stock. The total purchase
    price therefore shall be paid in IMX securities exclusively and shall not
    exceed seventeen and six-tenths (17.6%) percent of the total consideration
    paid to the HCD Stockholders pursuant to this agreement. 



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   (c)  The required percentage of the
    HCD Stockholders shall have approved the Merger. 

   (d)  The representations of the HCD
    and the Shareholders contained in this Agreement, or otherwise made in writing
    in connection with the transactions contemplated hereby, shall be true and
    correct in all material respects on and as of the Closing Date. On or before
    the Closing Date, HCD shall have complied with and duly performed any and
    all covenants, agreements and conditions in all material respects on its part
    to be complied with, performed pursuant to or in connection with, this Agreement
    on or before the Closing Date. 

   (e)  IMX shall have received a certificate
    executed by the Secretary of HCD setting forth a copy of the resolutions adopted
    by written consent by its Board of Directors and stockholders approving the
    execution and delivery of this Agreement and the consummation of the Merger
    and of all the transactions contemplated hereby and provide a true copy of
    the notice to the HCD Stockholders that did not execute the written consent
    and affirm that a copy of that notice has been mailed to them as provided
    by statue. 

   (f)  IMX shall have received an opinion
    of Greco Law Firm, LLP, counsel for HCD, dated as of the Closing Date, to
    the effect that (i) the Acquisition has been consummated and the Option executed
    by all required parties; (ii) HCD and the Subsidiaries are corporations that
    are validly existing and in good standing under the laws of the state of their
    respective incorporation and have the corporate power to carry on their business
    as it is now being conducted; (iii) any and all consents or orders of any
    and all courts or governmental agencies, administrative bodies or lenders
    or others known to counsel have been obtained as of the Closing Date, which
    are required for the consummation of the transactions contemplated by this
    Agreement; (iv) this Agreement has been duly executed and delivered by HCD
    and the Shareholders, and is their valid and binding obligation in accordance
    with its terms, subject only to the effect of bankruptcy, insolvency, reorganization,
    moratorium, fraudulent conveyance, and other similar laws relating to or affecting
    creditors’ rights generally and court decisions with respect thereto,
    and the award by courts of money damages rather than specific performance
    of contractual provisions involving matters other than the payment of money;
    (v) the Certificate Merger has been duly prepared and executed for filing;
    (vi) counsel has no knowledge of a breach of any representation made by HCD
    or the Shareholders pursuant to this Agreement; (vii) counsel has no knowledge
    of any pending or threatened litigation, action, or proceeding involving HCD
    or the Shareholders or the entry of any orders or injunctions which might
    materially and adversely affect or impair HCD’s business; and (viii)
    the transactions contemplated hereby will not cause a breach of the certificate
    of incorporation or by-laws of HCD. 

   (g)  No action or proceeding shall
    have been instituted to restrain or prohibit the Merger. 

   (h)  HCD shall not have suffered any
    destruction or damage by fire, explosion or other calamity exceeding Ten Thousand
    Dollars ($10,000.00) in value not covered by insurance, nor has any other
    event, condition or state of facts of any character occurred which materially
    and adversely affects, or, to the best of the knowledge of the HCD, threatens
    to materially and adversely affect, the property, business or financial condition
    of the HCD or a Subsidiary. 

   (i)  HCD has executed any Documents
    (as defined in Section 6.02) that require its execution. 



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   (j)  IMX’s accounting firm, Berenfeld,
    Spritzer, Shechter & Sheer (“BSSS”), has determined in writing that a
    certified audit of HCD, their Subsidiaries, and their predecessors for the
    three years ended December 31, 1999, 2000, and 2001 can be achieved and that
    the financials required for IMX’s report on Form 8-K relating to this
    transaction can be prepared in the time required by the SEC. 

   (k)  Stephen Dean, Peter DeCrescenzo,
    and Marvin Monsky shall have executed a document, in form satisfactory to
    counsel for the parties, committing them to personally guarantee a line of
    credit for IMX in the amounts of $215,000, $115,000, and $100,000, respectively.
    Each individual shall receive a fee, payable at closing, equal to ten (10%)
    percent of the principal amount of the line guaranteed by him. 

   (l)  HCD shall have consented to the
    terms of the agreement between IMX and Griffin Securities, Inc. appointing
    Griffin (i) IMX’s exclusive agent, until September 30, 2003, for the
    purpose of securing the listing of IMX on the AMEX or NASDAQ for a fee of
    $75,000 and (ii) IMX’s non-exclusive agent to raise additional funds,
    after the Goal has been met, for a eight (8%) percent cash fee, warrants to
    purchase securities equal to ten (10%) of the securities sold at 110% of the
    price at which they were sold, and payment of all actual pre-approved expenses.
    



 Section 5.02.     CONDITIONS 
  PRECEDENT TO HCD’S AND SHAREHOLDERS’ OBLIGATION TO CLOSE

 Notwithstanding
  any other provision herein, the obligations of the HCD and the Shareholders
  under this Agreement are, at the option of the HCD, subject to the fulfillment
  of each of the conditions set forth below. 

   (a)  IMX shall have achieved all of
    the following financial goals: 




   (i)  Acxiom Corporation (“Acxiom”),
    shall have agreed in writing (x) to defer repayment of that certain note in
    the amount of $400,000 by and between TDMI and Acxiom, dated as of [___] (“Acxiom
    Note”), to a date no earlier than February 1, 2003 and, (y) to a repayment
    schedule for other debt owed by TDMI to Acxiom. The Acxiom Note and other
    debts referred to in this subsection 5.01(a)(i) are referred to as the “Acxiom
    Debt.” 

   (ii)  IMX shall have completed a financing
    which shall have raised after November 1, 2002, net of all financing-related
    expenses, for IMX the amount of at least $1,000,000. 




   (b)  The representations of IMX contained
    in this Agreement, or otherwise made in writing in connection with the transactions
    contemplated hereby, shall be true and correct in all material respects on
    and as of the Closing Date. On or before the Closing Date, IMX shall have
    complied with and duly performed any and all covenants, agreements and conditions
    in all material respects, on its part to be complied with or performed pursuant
    to or in connection with this Agreement on or before the Closing Date. 

   (c)  HCD shall have received a certificate
    dated as of the Closing Date executed by the Secretary of IMX setting forth
    (i) a copy of the resolutions adopted by IMX’s Board of Directors approving
    the execution and delivery of this Agreement and the consummation of the Merger
    and of all the transactions contemplated hereby, (ii) the number of shares
    authorized and  outstanding of IMX
    common stock and preferred stock of whatever series, and the number of shares
    for which warrants and any other convertible securities (other than employee
    stock options)are outstanding. 



 11 










   (d)  HCD shall have received an opinion
    of Mark Alan Siegel, counsel for IMX, dated as of the Closing Date, to the
    effect that (i) IMX and HCD Acquisition are corporations that were duly incorporated
    and are validly existing and in good standing under the laws of the states
    of Utah and Delaware, respectively, and each have the corporate power to carry
    on its business as it is now being conducted and are qualified to do business
    in each jurisdiction where the nature of the business requires qualification;
    (ii) any and all consents or orders of any and all courts or governmental
    agencies, administrative bodies or lenders or others known to counsel have
    been obtained as of the Closing Date, which are required for the consummation
    of the transactions contemplated by this Agreement; (iii) this Agreement has
    been duly executed and delivered by IMX, and is the valid and binding obligation
    of IMX, in accordance with its terms, subject only to the effect of bankruptcy,
    insolvency, reorganization, moratorium, fraudulent conveyance, and other similar
    laws relating to or affecting creditors’ rights generally and court decisions
    with respect thereto, and the award by courts of money damages rather than
    specific performance of contractual provisions involving matters other than
    the payment of money; (iv) the Certificate of Merger has been duly prepared
    and executed for filing; (v) counsel has no actual knowledge of a material
    breach by IMX of any representation made by it pursuant to this Agreement;
    (vi) the issuance of the IMX Stock to the HCD Stockholders will be exempt
    from the registration provisions of the Securities Act and will not violate
    the registration provisions of Section 5 of the Securities Act; (vii) the
    IMX Stock, when issued, will be duly issued, fully paid, and non-assessable;
    and (viii) the transactions contemplated hereby will not cause a breach of
    the amended and restated certificate of incorporation or by-laws of IMX. 

   (e)  Each Shareholder and HCD shall
    have executed employment agreements substantially in the form as attached
    as Schedule 5.02(e) providing for the terms shown on the attached chart. 

   (f)  No action or proceeding shall
    have been instituted to restrain or prohibit the consummation of the Merger.
    

   (g)  IMX has executed any Documents
    that require its execution. 

 (h) Cater Barnard
  (USA), plc shall have cancelled its warrant to purchase 675,000 shares of Common
  Stock. 

   (i)  IMX shall have secured the cancellation
    of all rights to purchase IMX Common other than the IMX Warrants to purchase
    168,056 shares of IMX Common and the IMX Employee Stock Options. 

   (j)  Stephen Dean, Peter DeCrescenzo,
    and Marvin Monsky shall have executed a document, in form satisfactory to
    counsel for the parties, committing them to personally guarantee a line of
    credit for IMX in the amounts of $215,000, $115,000, and $100,000, respectively.
    Each individual shall receive a fee, payable at closing, equal to ten (10%)
    percent of the principal amount of the line guaranteed by him. 

   (k)  All the debts listed on Schedule
    7.01(a) shall have been converted into shares of Class C Preferred. 



 12 






 
 ARTICLE VI.     THE
  CLOSING 

 Section 6.01.     THE
  CLOSING CONFERENCE AND CLOSING
  DATE

 The Closing Conference
  shall take place at HCD’s business office or at another place as agreed between
  the Parties. The closing shall be set by a notice from IMX to HCD fixing the
  Closing Date on the second business day after the provisions of 5.02(a)(ii)
  have been met. 



 Section 6.02.     HCD’S
  AND THE HCD STOCKHOLDER’S RESPONSIBILITIES
  AT THE CLOSING CONFERENCE 

 At the Closing Conference,
  HCD and the HCD Stockholders shall take the actions listed below: 



	 	(a):	 	 HCD shall deliver all the instruments listed
      in this subsection (“Documents”)
	 	 	 	 
	 	 	(i)	 A fully executed Certificate of Merger.
	 	 	 	 
	 	 	(ii)  	The opinion of the Greco Law Firm, LLP.
	 	 	 	 
	 	 	(iii)  	The officers’ certificate as required
      by Section 5.01(e).
	 	 	 	 
	 	(b) 	 	The HCD Stockholders shall deliver all of
      the following to IMX:
	 	 	 	 
	 	 	(i) 	All certificates evidencing their ownership
      of HCD stock, or
	 	 	 	 
	 	 	(ii)  	an affidavit of lost certificate.


 Section 6.03. IMX’S RESPONSIBILITIES
  AT THE CLOSING CONFERENCE 

 At the Closing Conference, IMX shall take the
  actions listed below: 

   (a)  IMX shall deliver to the HCD
    Stockholders (i) certificates of the IMX Stock registered in the name of each
    HCD Stockholder representing the number of shares of IMX Common, Class B-1
    Preferred and Class C Preferred to which their Portion entitles them, and
    (ii) the IMX Warrants in an amount to which their Portion entitles them. 

   (b)  IMX shall accept delivery of
    the certificates or affidavits required by 6.02(b) against delivery of the
    certificates representing the IMX Stock and IMX Warrants. 

   (c)  IMX shall deliver the opinion
    of Mark Alan Siegel. 

   (d)  IMX shall deliver the officers’
    certificate as required by Section 5.02(c).

  (e)  IMX shall deliver the document
    required by 7.01 (b). 



Section 6.04     THE
  INITIAL ADDITIONAL CLOSING CONFERENCE
  

 On the date fixed
  in the document executed pursuant to Section 7.01(b), the Secretary of IMX shall
  certify the number of shares of IMX Common and Class C Preferred issued during
  the Initial Additional Funding Period (“Initial Additional IMX Stock”). 



 13 






 
 ARTICLE VII.     ADDITIONAL
  COVENANTS 

 Section 7.01.     INITIAL
  ADDITIONAL CLOSING 


   (a)  The parties have established
    as a financial goal (the “Goal”) that IMX shall have raised after
    November 1, 2002, net of all financing-related expenses, an amount equal to:
    (w) $350,000, plus (x) the value of the accounts payable dated prior to October
    31, 2002 hereby fixed at $1,200,000 (excluding the Acxiom Debt), plus (y)
    the value of the outstanding debt listed on Schedule 7.01(a) not converted
    to equity prior to the Closing Date, plus (z) $700,000. 

   (b)  If the entire goal has not been
    achieved prior to the Closing Date, the amount by which the financing goal
    was not met shall be set forth in a document in the form satisfactory to counsel
    for HCD signed by the parties. The document shall (x) fix the amount of the
    shortfall, (y) provide a date approximately sixty days after the Closing Date
    by when the shortfall shall have been met (“Initial Additional Funding
    Period”), and (z) provide that the Guarantor, during the Initial Additional
    Funding Period, shall provide the funds necessary to meet the requirements
    of 7.01(c) by the purchase of IMX Common at the price determined in accordance
    with 7.01(d) and designate the collateral for this obligation. 

   (c)  The amount of funds the Guarantor
    shall provide shall equal $1,500,000 less all funds raised after November
    1, 2002 towards the Goal, net of all financing related expenses, prior to
    Closing and during the Initial Funding Period. 

   (d)  The price per share shall equal
    the amount raised net of all financing related expenses, during the Initial
    Additional Funding Period other than from the Guarantor, divided by the number
    of shares of IMX Common issued to secure the funding. 

   (e)  At the Initial Additional Closing,
    the HCD Stockholders shall receive the part to which their Portion entitles
    them of eighty-five (85%) percent of the number of IMX Common shares issued
    during the Initial Additional Funding Period. 



 Section 7.02.     SUBSEQUENT
  ADDITIONAL CLOSINGS 


   (a)  If the Goal is not achieved by
    the Initial Additional Closing, 60 days thereafter there shall be a Subsequent
    Additional Closing. 

   (b)  At the Subsequent Additional
    Closing the HCD Stockholders shall receive the part to which their Portion
    entitles them of eighty-five (85%) percent of the number of IMX Common shares
    issued during that Subsequent Additional Funding Period. 

   (c)  In addition, at the Subsequent
    Additional Closing the HCD Shareholders shall receive a number of additional
    IMX Common shares equal to (x) the difference between the Goal and the amount
    raised after November 1, 2002, net of all financing related expenses, divided
    by (y) the Average Issue Price. The Average Issue Price shall equal (i) the
    amount raised, net of all financing related expenses, during the Initial Additional
    Funding Period and the Subsequent Funding Period divided by (ii) the number
    of shares of IMX Common issued to secure that funding. 



 Section 7.03.     HCD
  DEBT 

(a)  HCD owes the debts listed on Schedule 7.03(a)
  (“HCD Debts”); 



 14 









 (b)  Immediately
  after the Closing (or, in the event of the Initial Additional Funding Period,
  no later than at the end of the Initial Additional Funding Period), IMX shall
  apply a portion of the funds required by Section 7.03(a) to settle the HCD Debts.
  



Section 7.04.     AUDIT PROCEDURES 

(a)  The parties
  recognize that the time period permitted by the SEC for filing audited financial
  statements concerning HCD, the Subsidiaries, and their predecessors and the
  combined entity is limited. 

 (b)  Immediately
  upon execution of this Agreement, BSSS may commence an audit of HCD and the
  Subsidiaries for the years ended December 31, 2000 and 2001 and to review the
  financial statements for the nine month period ended September 30, 2002. 



 Section 7.05.     PETER
  DECRESCENZO 

 Effective upon the
  signing of this Agreement, Peter DeCrescenzo may, from time to time, and at
  the request of Adrian Stecyk, provide Adrian Stecyk with advice regarding the
  operation of IMX. Such advice is not compulsory, and may be accepted or disregarded
  by Adrian Stecyk and IMX management at their sole discretion. Peter DeCrescenzo
  shall in no way be deemed to be an agent of IMX. 



 Section 7.06.     APPOINTMENT
  OF DIRECTORS OF IMX 


   (a)  Immediately after the Closing
    Conference, IMX shall appoint two persons selected by the HCD Stockholders,
    by majority vote, and one person unanimously selected by the HCD Stockholders
    and Stephen Dean to join members of IMX’s Board of Directors to serve
    as members of IMX’s Board of Directors. IMX shall select the two current
    Board members who will continue to serve as members of IMX’s Board of
    Directors. 

   (b)  For a period of two years after
    the Closing Date, in any election of directors of IMX, Stephen Dean and the
    Shareholders shall each vote at any regular or special meeting of shareholders
    such number of shares of IMX stock then owned by them (or as to which they
    then have voting power or control) as may be necessary to elect (i) two (2)
    directors nominated by the Shareholders, (ii) two (2) directors nominated
    by Stephen Dean, and (iii) one director nominated by the Shareholders and
    Stephen Dean. 

   (c)  Commencing January 1, 2003, IMX
    shall pay a fee of 2,000 per month to each director appointed by Stephen Dean.
    



 Section 7.07.     FURTHER ACTIONS 

 The Parties agree,
  in order to perfect IMX’s control of HCD and the Subsidiaries and to accomplish
  the purpose of this Agreement, to execute all documents and take all such other
  action as the Parties may reasonably request, whether at or after the Closing
  Date, as may be reasonably necessary or proper to allow the Parties to receive
  the full benefits of this Agreement. 



 Section 7.08.     ADJUSTMENTS OF IMX STOCK AND IMX
  WARRANTS 


   (a)  In the event that it is discovered
    that the Officer’s Certificate required by Section 5.02(c) understated the
    number of shares of stock outstanding (or in the case of convertible 
    securities, the number of shares into which such securities are convertible),
    IMX shall issue to HCD Stockholders, at no cost to them eighty-five (85%)
    percent of the number of shares (of the respective class) equal to the discrepancy.



 15 






 
 (b)  In addition, if any shares are
  issued to creditors of IMX under the Plan of Reorganization after the Closing
  Date, the IMX shall issue to the HCD Stockholders eighty-five (85%) percent
  of the number of IMX Common shares issued to the creditors. 



ARTICLE VIII.     MISCELLANEOUS 

 Section 8.01.    ENTIRE AGREEMENT; AMENDMENTS
  

 This Agreement,
  including those additional agreements referred to in the Schedules, embodies
  the entire understanding of the Parties. No amendment or modification of this
  Agreement may be made except in writing, signed by the Parties hereto. 



Section 8.02.     EXPENSES

 Each party hereto
  shall pay its own expenses incidental to the preparation of this Agreement,
  and the consummation of the transactions contemplated hereby unless expressly
  provided herein. 

 Section 8.03.     HEADINGS
  

 The headings in
  this Agreement are intended solely for convenience of reference and shall be
  given no effect in the construction or interpretation of this Agreement. 



 Section 8.04.     NOTICES 

 All notices, requests,
  demands, approvals, consents, waivers or other communications hereunder shall
  be in writing and shall be deemed duly given if delivered to or mailed by registered
  or certified mail, postage prepaid or by nationally recognized overnight express
  delivery service as follows: 



	 	If to IMX to:	IMX Pharmaceuticals, Inc.
	 	 	Attn: Adrian Stecyk
	 	 	Third Floor, 17 State Street
	 	 	New York, NY 10004
	 	 	 
	 	With a copy to:	Mark Alan Siegel, Esq.
	 	 	Suite 400 E, 1900 Corporate Boulevard
	 	 	Boca Raton, Florida 33431
	 	 	 
	 	If to HCD to:	Healthcare Dialog, Inc.
	 	 	Attn: Peter DeCrescenzo
	 	 	257 Park Avenue South
	 	 	New York, NY 10010


 16 








	 	With a copy to:	Robert Griffitts, Esq.
	 	 	Greco Law Firm, LLP 
	 	 	230 Park Avenue, Suite 864
	 	 	 New York, NY 10069 


A party may change its address for purposes of
  this Section 8.04 by giving notice hereunder. 

 Section 8.05.     GOVERNING
  LAW; JURISDICTION 

 This Agreement and
  the legal relations among the Parties hereto shall be governed by and construed
  in accordance with the substantive law of the State of New York without regard
  to conflict of law principles. The Parties consent to the jurisdiction of the
  courts of the State of New York or the U.S. District Court for the Southern
  District of New York as if all parts of the agreement were negotiated and effectuated
  there. 



Section 8.06.     BENEFICIARIES

 This Agreement shall
  inure to the benefit of and be binding upon the Parties hereto and their respective
  successors and legal representatives. Nothing in this Agreement, express or
  implied, is intended to confer on any other person other than the Parties hereto
  or their respective successors and legal representatives, any rights, remedies,
  obligations or liabilities under or by reason of this Agreement. 



Section 8.07.     COUNTERPARTS 

 This Agreement may
  be executed in any number of counterparts, each of which shall be deemed to
  be an original and all of which together shall be deemed to be one and the same
  instrument. Its execution shall be effective when copies of signed signature
  pages are exchanged by facsimile between the Parties. 



Section 8.08.     SEVERANCE 

If any section,
  subsection or provision of this Agreement, or the application of such section,
  subsection, or provision, is held invalid, the remainder of this Agreement and
  the application of such section, subsection or provision to persons or circumstances
  other than those to which it is held invalid shall not be affected thereby.
  



Section 8.09.     SURVIVAL
  OF REPRESENTATIONS 

 All representations and covenants contained in
  this Agreement shall survive the Closing. 



Section 8.10.     INDEMNIFICATION
  


   (a)  HCD and the Shareholders shall
    indemnify and hold IMX, their officers, directors, employees, and agents (each
    a “HCD Indemnified Entity”) harmless from and against, and reimburse
    a HCD Indemnified Entity with respect to, any and all loss, damage, liability,
    cost and expense, including reasonable attorneys’ fees and costs incurred
    by the HCD Indemnified Entity by reason of, or arising out of (i) the material
    breach of any representation made by HCD or the Shareholders in this Agreement;
    (ii) HCD’s or the Shareholder’s failure to perform any action required
    by this Agreement or reasonably directed by IMX pursuant hereto; and (iii)
    claims arising from any undisclosed liability claim which accrued on or before
    the Closing Date. 



 17 






 
 (b)  IMX shall indemnify and hold HCD,
  its officers, directors, employees and agents, and the Shareholders (each a
  “IMX Indemnified Party”) harmless from and against, and reimburse
  a IMX Indemnified Party with respect to, any and all loss, damage, liability,
  cost and expense, including reasonable attorneys’ fees and costs, incurred
  by the IMX Indemnified Party by reason of or arising out of (i) the material
  breach of any representation or covenant made by IMX in this Agreement; (ii)
  the failure by IMX to perform any action required by this Agreement; and (iii)
  claims arising from any liability claim which accrued after the Closing Date.
  

 (c)  If a claim for which indemnification
  may be sought against the other party is asserted the party entitled to indemnification
  hereunder shall advise the other to that effect and shall thereafter permit
  the other to participate at such party’s sole expense in the negotiation
  and settlement of that claim and to join in or assume the defense of any legal
  action arising there from with counsel selected by them and reasonably satisfactory
  to the other party. Either party may implead the other in any action that is
  subject to indemnity. 

Section 8.11.     BROKERS AND FINDERS 

 No broker or finder
  shall be entitled to any fees or commissions relating to this Agreement. 



Section 8.12.     INTERPRETATION 

 The use of words
  “it” or “its,” in reference to any party hereto shall be
  construed to be a proper reference even though a party may be a partnership,
  an individual or two or more individuals. The term “person” includes
  individuals; corporations, partnerships, associations, or other legal entities;
  and governments, governmental subdivisions, agencies, or instrumentalities.
  Words of one gender shall be deemed to include the other, or both, or neither.
  A provision of this Agreement that requires a party to perform an action shall
  be construed as requiring the party to perform the action or to cause such action
  to be performed. A provision of this Agreement that prohibits a party from performing
  an action shall be construed as prohibiting such party from performing such
  action or permitting others to perform such action. Wherever the term “including”
  is used herein, the same shall be deemed to read “including, but not limited
  to.” The singular shall be deemed to include the plural, and the plural
  shall be deemed to include the singular. The agreements contained in this Agreement
  shall not be construed as independent covenants. “Any” shall be deemed
  to read “any and all” whenever applicable. “Anytime” shall
  be deemed to read “anytime and from time to time” whenever applicable.
  The conjunction “and” shall include the conjunction “or”
  whenever applicable. The conjunction “or” shall include the conjunction
  “and” whenever applicable. 



 18 









 IN ORDER TO INDICATE THEIR INTENTION to
  be bound, the Parties hereto have caused this Agreement to be duly executed
  as of the date first above written by their respective duly authorized officers.
  



 IMX PHARMACEUTICALS, INC. 

	By:	/s/ Adrian Stecyk 
	 	Adrian Stecyk, President 


 

 HEALTHCARE DIALOG, INC. 

	By: 	/s/ Peter DeCrescenzo
	 	Peter DeCrescenzo, President


THE SHAREHOLDERS 

	 	/s/ Peter DeCrescenzo
	 	 Peter DeCrescenzo 
	 	 
	 	/s/ Vincent DeCrescenzo
	 	Vincent DeCrescenzo
	 	 
	 	/s/ Cindy Lanzendoen
	 	Cindy Lanzendoen
	 	 
	 	 
	 	 WITH RESPECT TO SECTIONS 5.01(K)
      AND 5.01(J).  
	 	 
	 	        
	         
	          
	 	Marvin Monsky 
	 	 
	 	 


 

 THE GUARANTOR: 

 /s/ Stephen Dean 

Stephen Dean 

 19