Exhibit
      10.3

    


    TRANSITION
      SERVICES AGREEMENT

     

    THIS
      TRANSITION SERVICES AGREEMENT
      (“Agreement”) is made and entered as of the 6th
      day of
      April, 2006, by and among by and among VHT ACQUISITION COMPANY, a corporation
      organized and existing under the laws of the State of Florida (the “Buyer”) and
      ZAC CAPITAL PARTNERS, LLC, a limited liability company organized and existing
      under the laws of the State of Delaware (“ZAC”). Collectively, ZAC and the Buyer
      shall be defined as the “Parties”, and each individually as a
“Party”.

     

    RECITALS:

     

    WHEREAS,
      Buyer
      and ZAC, inter alia, are parties to that certain Asset Purchase Agreement,
      dated
      as of even date herewith (“Purchase Agreement”), pursuant to which substantially
      all of the assets of VantaHealth Technologies, LLC are being purchased by the
      Buyer;

     

    WHEREAS,
      in
      connection with such purchase, the Buyer wishes to engage ZAC to provide certain
      Services (as hereinafter defined);

     

    WHEREAS,
      ZAC is
      willing to provide the Services in connection with the operation of the Business
      (as such term is defined in the Purchase Agreement), to the Buyer, for the
      convenience of the Buyer, under the terms and conditions specified herein;
      and

     

    WHEREAS,
      it is a
      condition to the consummation of the transactions contemplated by the Purchase
      Agreement that ZAC and the Buyer enter into this Agreement.

     

    NOW, 
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants set forth herein, and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Parties agree as follows:

     

    SECTION
      1

    TRANSITION
      SERVICES

    


    1.1 Definitions.
      Unless
      otherwise defined herein, capitalized terms used herein have the meanings
      ascribed to such terms in the Purchase Agreement.

     

    “Services”
means
      the transition services required by Buyer from ZAC and which ZAC shall provide
      from the Closing Date and for a period of 150 days thereafter and shall
      including, without limitation, the following transition services: (i) transition
      assistance with respect to existing clients of the Seller, (ii) assistance
      with
      such access to the Seller’s books and records as Buyer may reasonably request,
      (iii) introduction of the Buyer’s representatives to the Seller’s existing sales
      lead pipeline, (iv) assistance in connection with the collection of existing
      accounts receivable, and (vi) such other services as Buyer may reasonably
      request be performed in order to diligently pursue a smooth transition of the
      Business and its operations to the Buyer and to resolve any issues which may
      arise in connection therewith.

    


    


    
      
        
           

        

        
          45

          
            

          

        

        
           

        

      

    

    


    1.2 Agreement
      to Provide Services.
      Subject
      to the terms and conditions hereof, during the Term (as defined in Section
      2.1
      hereof), the Buyer hereby engages ZAC, and ZAC hereby accepts such engagement,
      to provide Services to the Buyer. The Buyer acknowledges and agrees that access
      to and use of the Services is provided solely for the use of the Buyer and
      solely in connection with the operation of the Business during the
      Term.

    


    1.3 Limitations.
      ZAC
      and/or Buyer agree as follows, as applicable, and the Buyer hereby acknowledges
      the following limitations with respect to ZAC’s provision of the
      Services:

     

    (a) Manner
      of Performance.
      ZAC
      recognizes that its provision of Services to the Buyer is beneficial to ZAC,
      and
      agrees that it will endeavor to perform the Services hereunder with the same
      degree of care, skill and diligence with which it performs similar services
      for
      itself, consistent with practices in effect immediately prior to the Closing
      in
      connection with the operation of the Business, including without limitation,
      with respect to the type, quality and timeliness of such services, subject
      to
      variation in the provision of such Services that may be inherent in the plan
      of
      Services requested by the Buyer hereunder.

     

    (b) Inability
      to Provide Services.
      In the
      event that ZAC is unable to or have insufficient capacity to meet the Buyer’s
      requirements for the Services, then ZAC shall provide prompt notice to Buyer
      of
      such inability. The Parties shall use their best efforts to consult and
      cooperate with each other in order to establish mutually acceptable priorities
      for the provision of the Services.

    


    1.4 Mutual
      Cooperation

    


    The
      Parties and their respective Affiliates shall cooperate with each other in
      connection with the performance of the Services hereunder, including producing
      on a timely basis all information that is reasonably requested with respect
      to
      the performance of the Services and the transition at the end of the
      Term.

    


    SECTION
      2

    TERM
      OF AGREEMENT; DEFAULT; TERMINATION

    


    2.1 Term
      and Termination.

    


    The
      term
      (“Term”) of this Agreement shall commence on the date hereof and continue until
      termination. The Agreement shall terminate upon the earliest to occur of the
      following: (a) mutual agreement of the Parties; or (b) September 1,
      2006.

    


    2.2 Effect
      of Termination. Upon
      termination of this Agreement by either Party:

    


    (a) The
      Buyer
      shall pay all unpaid amounts or charges owed to ZAC as provided in this
      Agreement.

    


    (b) Where
      Services with a determinable end date have been partially completed, ZAC shall
      complete such partially completed Services and shall then cease to provide
      such
      Services hereunder. Where Services do not have a determinable end date, ZAC
      shall cease to provide such Services at a date to be mutually determined by
      the
      Parties.

    


    


    
      
        
           

        

        
          46

          
            

          

        

        
           

        

      

    

    


    2.3 Default

    


      (a) Either
      Party shall be deemed to be in default (such defaults, together with the
      defaults described in Section 2.3(b), each a “Default”) hereunder upon the
      occurrence of any one or more of the following events with respect to
      it:

    


    (i) Failure
      to perform or fulfill any material obligation or condition of this Agreement
      to
      be performed or fulfilled by such Party, if such failure continues for thirty
      (30) days (or such longer period of time as is agreed by the Parties to be
      reasonably necessary to allow such Party to so perform or observe such
      obligation) after written notice thereof is given by the other Party;
      or

    


       (ii) The
      making of any general assignment or arrangement for the benefit of creditors,
      the filing of a voluntary or involuntary petition in bankruptcy by or against
      such Party under any bankruptcy or insolvency law or similar proceeding, the
      appointment of a trustee or receiver or the commencement of a similar proceeding
      to take possession of, or the attachment or other judicial seizure of,
      substantially all of such Party’s assets, or the taking by such Party of any
      action in furtherance of the foregoing.

    


    (b) The
      Buyer
      shall be deemed to be in default hereunder if it fails to make any payment
      when
      due hereunder, if such failure continues for thirty (30) days after such payment
      was due, unless such payment is being actively contested in good faith by the
      Buyer.

    


    2.4 Survival

    


    Notwithstanding
      any termination of this Agreement, (i) Sections 3, 4, and 6.1 and this
      Section 2.4 shall survive any such termination; and (ii) any outstanding payment
      obligations of the Buyer to ZAC, and all provisions of this Agreement relating
      to payment of amounts due, shall survive any such termination, until all such
      sums are paid in full.

    


    2.5
       Mutual
      Cooperation and Additional Assumptions.

    


    Prior
      to
      the termination of this Agreement, the parties shall reasonably cooperate in
      good faith to facilitate an orderly transition of responsibility for the
      Services, and each party shall deliver to the other party copies of such
      documents, records and information as are reasonably necessary to achieve such
      transition. Upon the termination of this Agreement, ZAC promptly shall deliver
      to Buyer copies of all remaining documents, records and information in ZAC’s
      possession and owned by Buyer or to which Buyer is otherwise entitled pursuant
      to the Purchase Agreement that may be reasonably necessary for the other party
      to assume complete internal responsibility for all of the Services.

    


    
      
        
           

        

        
          47

          
            

          

        

        
           

        

      

    

    


    


    SECTION
      3

    FEES,
      EXPENSES AND INVOICES

    


    3.1 Fees

    


    In
      consideration for its performance of the Services, the Buyer shall pay to ZAC
      an
      aggregate of $100,000 payable on or prior to April 20, 2006. Payments due on
      the
      Closing date shall be paid by wire transfer directly to the account previously
      specified by ZAC in connection with the Closing.

    


    SECTION
      4

    INDEMNIFICATION;
      REMEDIES

    


    4.1 Buyer’s
      Remedies.

    


    Regardless
      of the nature of any claim or the form of any action that may be brought against
      ZAC by the Buyer as a result of or arising out of actions, errors or omissions
      of ZAC in failing to provide the Services in the manner described in Section
      1.3(a) (“Defective Service”), the Buyer’s sole remedy in such instance shall be
      (i) to demand that ZAC provide the Service in the manner described in Section
      1.3(a), whereupon ZAC shall in good faith attempt to provide the Services in
      such manner, or, (ii) if such Service cannot, for any reason be provided in
      such
      manner, ZAC’s reimbursement to the Buyer for any payment made by the Buyer for
      Defective Service, or, if such Defective Service has not yet been paid for
      by
      the Buyer, the cancellation of any obligation of the Buyer to pay the fees
      for
      such Defective Service and any expenses related thereto (at which time, the
      obligation of ZAC to provide such Service shall be cancelled).

    


    4.2 Third
      Party Indemnity

    


    This
      Agreement is for the sole and exclusive benefit of the Parties, and it shall
      not
      be deemed to be for the direct or indirect benefit of any other person or
      entity, including without limitation either Party’s customers, suppliers or
      employees. ZAC shall indemnify and hold harmless the Buyer and its Affiliates,
      officers, directors, employees, and agents, against and from any liability,
      loss, damage, cost and expense (including attorneys’ fees and costs of
      litigation) (collectively, “Losses”) arising out of or in connection with any
      claim or action that any person or entity may make or file against the Buyer
      or
      its Affiliates or any of its officers, directors, employees, or agents in
      connection with this Agreement or the Services, regardless of the standard
      of
      negligence or culpability alleged.

    


    


    
      
        
           

        

        
          48

          
            

          

        

        
           

        

      

    

    


    SECTION
      5

    INDEPENDENT
      CONTRACTOR

    


    In
      performing the Services hereunder, ZAC shall operate as and have the status
      of
      independent contractors, subject only to the general direction of the Buyer
      regarding the Services to be rendered, as opposed to the method of performance
      of such Services. No Party’s employees shall be considered employees or agents
      of the other Party, nor shall the employees of any Party be eligible or entitled
      to any benefits, perquisites or privileges given or extended to any of the
      other
      Party’s employees. Nothing contained in this Agreement shall be deemed or
      construed to create a joint venture or partnership between the Parties. No
      Party
      shall have any power to control the activities and/or operations of the other
      Party. No Party shall have any power or authority to bind or commit any other
      Party.

    


    SECTION
      6

    MISCELLANEOUS

    


    6.1 Governing
      Law

    


    This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Florida without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of Florida or any other
      jurisdiction) that would cause the application of laws of any jurisdiction
      other
      than those of the State of Florida.

    


    6.2 Submission
      to Jurisdiction

    


    Each
      Party (a) submits to the exclusive jurisdiction of any state or federal court
      sitting in the County of Miami-Dade, State of Florida in any action or
      proceeding arising out of or relating to this Agreement, (b) agrees that all
      claims in respect of such action or proceeding may be heard and determined
      only
      in any such court, and (c) agrees not to bring any action or proceeding arising
      out of or relating to this Agreement in any other court. Each Party waives
      any
      defense of inconvenient forum to the maintenance of any action or proceeding
      so
      brought and waives any bond, surety or other security that might be required
      of
      the other Party with respect thereto.

    


    6.3 Binding
      Effect

    


    This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and their respective successors and assigns.

    


    6.4 Counterparts

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      agreement.

    


    


    
      
        
           

        

        
          49

          
            

          

        

        
           

        

      

    

    


    6.5 Entire
      Agreement

    


    This
      Agreement (including the documents referred to herein) constitutes the entire
      agreement between the Parties regarding the subject matter hereof. This
      Agreement (including the documents referred to herein) supersedes any prior
      understandings, agreements, or representations by or between the Parties,
      whether written or oral, with respect to the subject matter hereof. No amendment
      or modification of this Agreement shall be valid unless the same shall be in
      writing and signed by the Parties hereto.

    


    6.6 Waivers

    


    No
      waiver
      of any provision of this Agreement shall be implied, and no waiver shall be
      valid unless it is in writing and signed by the person or Party to be charged.
      No waiver of any breach of any of the terms, provisions or conditions of this
      Agreement shall be construed as or held to be a waiver of any other breach,
      or a
      waiver of, acquiescence in, or consent to, any further or succeeding breach
      hereof.

    


    6.7 Severability

    


    Any
      term
      or provision of this Agreement that is invalid or unenforceable in any situation
      in any jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the
      offending term or provision in any other situation or in any other jurisdiction.
      If the final judgment of a court of competent jurisdiction declares that any
      term or provision hereof is invalid or unenforceable, the Parties agree that
      the
      body making the determination of invalidity or unenforceability shall have
      the
      power to reduce the scope, duration or area of the term or provision, to delete
      specific words or phrases, or to replace any invalid or unenforceable term
      or
      provision with a term or provision that is valid and enforceable and that comes
      closest to expressing the intention of the invalid or unenforceable term or
      provision, and this Agreement shall be enforceable as so modified after the
      expiration of the time within which the judgment may be appealed.

    


    6.8 Headings

    


    The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of the provisions
      of this Agreement.

    


    6.9 Amendment

    


    No
      modification or amendment of this Agreement will be binding upon either Party
      unless in a writing expressly referencing this Agreement and duly executed
      by
      each Party.

    


    


    [THE
      REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]

    


    
      
        
           

        

        
          50

          
            

          

        

        
           

        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Transition Services Agreement as of the date first
      above written.

    


    
      	 	
              BUYER:

            
	 	 
	 	
              VHT
                Acquisition Company

            
	 	 
	 	 
	 	
              By: 
                /s/ B. M.
                Milvain                                    
                

            
	 	
              B.
                M. Milvain

            
	 	 
	 	 
	 	 
	 	
              ZAC
                Capital Partners, LLC

            
	 	 
	 	 
	 	
              By: 
                /s/ Anthony D.
                Zingarelli                     

            
	 	
              Anthony
                D. Zingarelli, Manager

            


    

    


    
      
        
           

        

      
          51