Exhibit
      10.1

    


    ASSET
      PURCHASE AGREEMENT

    


    This
      ASSET PURCHASE AGREEMENT (this “Agreement”) effective April 1, 2006, by and
      among VHT ACQUISITION COMPANY a corporation organized and existing under the
      laws of the State of Florida (the “Buyer”), VANTAHEALTH TECHNOLOGIES, LLC, a
      limited liability company organized and existing under the laws of the State
      of
      Pennsylvania (the “Seller”) and the members of the Seller identified on the
      signature page hereto (collectively, the “Members,” and collectively with the
      Seller, the “Seller Responsible Parties”).

     

    W
      I T N E S S E T H :

     

    WHEREAS,
      the Seller is engaged in the business of providing home care software and
      related products and services (the “Business”);

     

    WHEREAS,
      the Buyer desires to acquire from the Seller and the Seller desires to sell
      to
      the Buyer substantially all of the assets utilized in and associated with the
      operation of the Business (as presently conducted and proposed to be operated
      in
      the future) and assume certain liabilities of the Seller upon the terms and
      subject to the conditions set forth in this Agreement (the “Sale”);

     

    WHEREAS,
      John Kiehl has (i) conceived and developed the software known as the Analyzer,
      (ii) performed approximately one-half of the programming for the Analyzer,
      and
      (iii) has personal relationships with the customers of Seller;

    


    WHEREAS,
      John Kiehl does not have any employment contract or any covenant not to compete
      with Seller;

    


    WHEREAS,
      Buyer acknowledges and agrees that the (i) intrinsic value of the Business
      is
      primarily due to John Kiehl’s reputation, skill, integrity, ability, expertise
      and business relationships (the “Owner Goodwill”), (ii) the Purchased Assets
      have substantially insignificant value to Buyer if Buyer is unable to purchase
      such Owner Goodwill with respect to the Business, and (iii) Buyer would not
      have
      any interest in purchasing the Purchased Assets if Buyer is unable to purchase
      such Owner Goodwill;

    


    WHEREAS,
      the Members of the Seller and the Board of Directors of the Buyer have each
      approved the Sale, the terms of this Agreement and the transactions contemplated
      hereby.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the parties, intending legally to be bound, agree as
      follows:

     

    AGREEMENT

     

    Article
      1. Purchase
      and Sale

     

    1.1 General.
      On the
      terms and subject to the conditions set forth in this Agreement, at the Closing,
      Buyer shall purchase from Seller, and Seller shall sell, transfer, assign,
      convey and deliver to Buyer, all of Seller’s right, title and interest in and to
      the Business, including, without limitation, in and to all of the assets,
      properties, rights, goodwill, contracts and claims of the Business, other than
      the Excluded Assets, wherever located, whether tangible or intangible, real
      or
      personal, known or unknown, actual or contingent, as the same shall exist as
      of
      the Closing (such rights, title and interest in and to all such assets,
      properties, rights, contracts and claims, being collectively referred to herein
      as, the “Purchased Assets”). The Purchased Assets shall include, without
      limitation, the following assets:

     

    


    
      
        
           

        

        
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    (a) Cash
      and
      cash equivalents, including petty cash accounts or cash on hand or in bank
      accounts, certificates of deposit, commercial paper and other similar securities
      related to the Business;

     

    (b) all
      accounts receivable and notes receivable and other claims for money or other
      obligations due (or which hereafter will become due) to Seller arising out
      of
      the Business together with any unpaid interest accrued thereon from the
      respective obligors and any security or collateral therefor;

     

    (c) all
      inventory (including work in process, raw materials and finished goods), goods
      in transit, unbilled revenues and other properties and rights associated with
      the performance of contracts and the operation of the Business;

     

    (d) all
      Equipment and machinery owned by Seller related to the Business, including
      but
      not limited to computers and software, office furniture and fixtures, telephone
      systems, office equipment and other tangible personal property, wherever
      located;

     

    (e) Intentionally
      Omitted;

     

    (f) all
      marketing materials, office supplies and letterhead used in connection with
      the
      Business;

     

    (g) all
      of
      Seller’s rights and interest in the Intellectual Property Rights, including,
      without limitation, all results of the Business’s research and development
      activities and other Intellectual Property Rights developed or acquired for.
      or
      licensed to the Seller in connection with, the Business, or related to, or
      of
      use or potential use in connection with any current or contemplated potential
      future products of the Business or parts, components or subassemblies used
      or
      purchased by the Business;

     

    (h) all
      proceeds under any insurance contract or arrangement relating to the
      Business;

     

    (i) all
      right, title and interest in, to and under certain material contracts associated
      with the Business to be assigned to the Buyer at the Closing, subject in each
      case to the terms of such contracts;

     

    (j) Intentionally
      Omitted;

     

    (k) any
      other
      tangible assets of Seller which are used in the Business and which are of a
      nature not customarily reflected in the books and records of a business, such
      as
      assets which have been written off for accounting purposes but which are still
      used by or of value to the Business;

     

    


    
      
        
           

        

        
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    (l) all
      Permits which are transferable and which are used in the Business, as presently
      conducted;

     

    (m) all
      rights of the Seller pursuant to any express or implied warranties,
      representations or guaranties made by suppliers to the Business;

     

    (n) all
      goodwill associated with the Business (including the Owner
      Goodwill);

     

    (o) all
      intangibles and contract rights associated with the Business including, without
      limitation, rights under non-disclosure agreements with employees and agents
      of
      Seller and under confidentiality agreements with prospective purchasers of
      the
      Business or with other third parties to the extent relating to the
      Business;

     

    (p) the
      post-closing pro-rata share, as provided in Section 1.7 below, of all deposits,
      prepaid charges, insurance, sums and fees, offset credit balances in any
      country, refunds, and causes of action;

     

    (q) rights
      of
      set-off and rights of recoupment of Seller in connection with the
      Business;

     

    (r) any
      other
      assets of Seller which are used in the Business and which are of a nature not
      customarily reflected in the books and records of a business, such as assets
      which have been written off for accounting purposes but which are still used
      by
      or of value to the Business; and

     

    (s) Seller’s
      rights to any and all communication numbers and addresses (telephone, fax,
      toll-free, e-mail, web sites, domain names) leased, licensed, or contracted
      by
      Seller for its use, together with any rights of Seller under any contract or
      agreement with respect to the foregoing.

     

    1.2 Excluded
      Assets.
      Seller’s past and present books and records (including such books and records as
      are contained in computerized storage media) of the Business, including all
      inventory, purchasing, accounting, sales, export, import, research, engineering,
      manufacturing, maintenance, repairs, marketing, banking, documents and records
      constituting Intellectual Property Rights, shipping records, personnel files
      and
      all files, customer and supplier lists, records, literature and correspondence,
      inquiries, letters of intent, publications, forms and sales leads, wherever
      located, shall be deemed to be excluded from the definition of Purchased Assets
      (such excluded assets defined as the “Excluded Assets”). Notwithstanding the
      foregoing, Buyer may be permitted access to such Excluded Assets upon request
      to
      Seller as may be reasonably requested to permit Buyer to prepare and file any
      Tax Returns or other filings or reports necessary in connection with the
      transactions contemplated hereunder.

     

    


    
      
        
           

        

        
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      1.3 Certain
        Provisions Relating to the Purchased Assets.

       

      (a) To
        the
        extent that a contract, Permit or other asset which would otherwise be included
        within the definition of “Purchased Assets,” or any claim, right or benefit
        arising thereunder or resulting therefrom (each an “Interest” and collectively
        the “Interests”), is not capable of being sold, assigned, transferred or
        conveyed without the approval, consent or waiver of the issuer thereof or
        the
        other party thereto, or any third person (including a Governmental Authority),
        and such approval, consent or waiver has not been obtained prior to the Closing,
        or if such sale, assignment, transfer or conveyance or attempted sale,
        assignment, transfer or conveyance would constitute a breach thereof or a
        violation of any law, decree, order, regulation or other governmental edict,
        this Agreement shall not constitute a sale, assignment, transfer or conveyance
        thereof, or an attempted sale, assignment, transfer or conveyance
        thereof.

    

     

    (b) Seller
      Responsible Parties and Buyer shall use their best efforts and shall cooperate
      to obtain all approvals, consents or waivers necessary to convey to Buyer each
      Interest as of the Closing. The failure to obtain any approval, consent or
      waiver necessary to convey any Interest to Buyer shall not affect the
      obligations of the parties to close hereunder. Subsequent to the Closing, the
      Seller Responsible Parties shall execute and deliver any other instruments
      and
      take any actions, which may be reasonably required for the implementation of
      this Agreement and the transactions contemplated hereby.

     

    1.4 Assumption
      of Liabilities.
      On the
      terms and subject to the conditions set forth in this Agreement, at the Closing,
      Buyer will assume and become responsible for the following, other than the
      Excluded Liabilities, liabilities and obligations of the Seller (the “Assumed
      Liabilities”):

     

    (a) all
      of
      the Seller’s accounts payable (which have arisen in connection with the ordinary
      course of the Business pertaining to periods falling on or before the Closing
      Date), accrued expenses, unpaid commissions due to employees of Seller in
      connection with sales during periods falling on or before the Closing Date,
      and
      the third party liabilities and obligations set forth on Schedule
      1.4(a),
      not to
      exceed $100,000 in the aggregate;

     

    (b) the
      obligations under certain material contracts being transferred to Buyer
      hereunder, a list of which is set forth on Schedule
      1.4(b)
      (to the
      extent that such liabilities and obligations remain unsatisfied or are required
      to be performed on or after the Closing Date); and

     

    (c) all
      warranty claims that arise after the Closing.

     

    1.5 Excluded
      Liabilities.
      Except
      for the Assumed Liabilities, the Seller and the Buyer expressly understand
      and
      agree that Buyer shall not assume, pay, perform or discharge or otherwise become
      liable for any obligations, commitments or liabilities of any and every nature
      whatsoever of the Seller, whether known or unknown, fixed or contingent,
      relating to the ownership of the Purchased Assets, the operation of the Business
      or otherwise (the “Excluded Liabilities”), including, without limitation,
      liabilities and obligations relating to or arising in connection with the
      following:

     

    (a) Intentionally
      Omitted;

     

    


    
      
        
           

        

        
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    (b) Seller’s
      bank debt and other funded debt, including overdrafts, all of which will be
      paid
      or discharged in full by Seller at or prior to Closing;

     

    (c) any
      liability or obligation arising out of any claim of or for injury to persons
      or
      property by reason of the improper performance or malfunctioning, improper
      design or manufacture, label or provide warnings as to the hazards of, any
      product of the Business, where the injury giving rise to such claim occurred
      on
      or prior to the Closing Date;

     

    (d) any
      liability of the Seller to any plan, individual or governmental agency arising
      out of any failure of the Seller to comply with the applicable provisions of
      any
      Employee Benefit Plans, ERISA, the Code, or other applicable Laws with respect
      to its employees, including any obligation or liability of the Seller for any
      penalty, fine or similar amount due from the Seller on account of any breach
      of
      fiduciary duty or failure to comply with applicable laws or
      regulations;

     

    (e) any
      liability associated with the hiring, employment or termination of any employees
      of Seller at any time prior to Closing including obligations under any
      severance, deferred compensation or employment agreements, guaranteed fixed
      terms of employment or retirement benefits beyond those provided under
      applicable law, collective bargaining agreements, or any Employee Benefit Plan
      applicable to employees of the Business generally, which arises out of any
      acts
      or omissions of Sellers prior to the Closing Date;

     

    (f) any
      liability associated with the Excluded Assets; and

     

    (g) all
      liabilities of Seller or any Affiliate of Seller for Taxes.

     

    1.6 Consideration.
      On the
      terms and subject to the conditions set forth in this Agreement, at the Closing
      the Buyer shall acquire the Purchased Assets from the Seller for the following
      aggregate consideration (the “Consideration”):

     

    (a) $850,000
      cash payable at Closing by wire transfer of immediately available funds to
      accounts specified by Seller in writing (which amount includes $300,000 to
      be
      paid to John Kiehl as consideration for the Owner Goodwill);

     

    (b) Buyer’s
      assumption of the Assumed Liabilities on the Closing Date; and

     

    (c) 100,000
      shares of the common stock (the “Common Stock”) of Health Systems Solutions,
      Inc. (“HSS”) to be issued in equal parts to the Members.

     

    1.7 Certain
      Provisions Relating to Liabilities.
      All
      obligations due in respect of periods prior to Closing, other than Assumed
      Liabilities, shall be paid in full or otherwise satisfied by the Seller. All
      obligations due in respect of periods after Closing, or which constitute Assumed
      Liabilities, shall be paid in full or otherwise satisfied by Buyer at Closing
      or
      when due, if later.

     

    


    
      
        
           

        

        
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      1.8 Closing
        and Closing Date.

    

     

    (a) The
      closing (the “Closing”) of the transactions herein contemplated shall occur on
      April 6, 2006, at the offices of Adorno & Yoss LLP, Suite 400, 2525 Ponce de
      Leon Boulevard, Miami, Florida 33134, or at such other time and place as the
      Seller and the Buyer shall agree. The transactions contemplated hereunder shall
      be deemed to have been effective as of 12:01 a.m. April 1, 2006 (the “Closing
      Date”).

     

    (b) At
      the
      Closing, the Seller shall deliver, or caused to be delivered, to the Buyer
      the
      following items:

     

    (i) a
      duly
      executed bill of sale and such other executed assignments, bills of sale or
      certificates of title, each dated the Closing Date and in form and substance
      reasonably satisfactory to counsel to Buyer, as are reasonably necessary to
      transfer to Buyer all of Seller’s right, title and interest in, to and under the
      Purchased Assets;

     

    (ii) duly
      executed assignments, sufficient to transfer all of Seller’s right, title and
      interest in and to the Intellectual Property Rights to Buyer, in a form suitable
      for recording in the various appropriate national or regional patent, trademark,
      copyright offices or other governmental offices;

     

    (iii) certificate
      of a Manager of the Seller, dated as of the date hereof, (A) as to the
      incumbency and signatures of the Members or representatives of the Seller
      executing this Agreement and each of the agreements and any other certificate
      or
      other document to be delivered pursuant hereto or thereto, together with
      evidence of the incumbency of such Secretary, and (B) certifying attached
      resolutions of the Members of the Seller, which authorize and approve the
      execution and delivery of this Agreement and each of the agreements to which
      Seller is a party and the consummation of the transactions contemplated hereby
      and thereby;

     

    (iv) duly
      executed and acknowledged assignment and assumption, in form and substance
      reasonably acceptable to the Buyer, transferring to Buyer all of Seller’s right,
      title and interest in and to the contracts;

     

    (v) duly
      executed Lock Up Agreement in the form of Exhibit A attached
      hereto;

     

    (vi) duly
      executed Transition Services Agreement in the form of Exhibit B attached
      hereto;

     

    (vii) duly
      executed Escrow Agreement in the form of Exhibit C attached hereto;

     

    (viii) Intentionally
      Omitted;

     

    (ix) Intentionally
      Omitted;

     

    (x) Intentionally
      Omitted;
      and

     

    


    
      
        
           

        

        
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    (xi) duly
      executed Confidentiality
      and
      Proprietary Information Agreement between the Buyer and John Kiehl, in form
      and
      substance satisfactory to the parties.

     

    (c) At
      the
      Closing, the Buyer shall deliver, or caused to be delivered, to the Seller
      (or
      the escrow agent under the Escrow Agreement, as the case may be) the following
      items:

     

    (i) the
      cash
      portion of the Consideration;

     

    (ii) stock
      certificates evidencing the Common Stock to the escrow agent;

     

    (iii) certificate
      of the secretary of the Buyer, dated the as of the date hereof, (A) as to the
      incumbency and signatures of the officers or representatives of Buyer executing
      this Agreement and each of the agreements and any other certificate or other
      document to be delivered pursuant hereto or thereto, together with evidence
      of
      the incumbency of such Secretary, and (B) certifying attached resolutions of
      the
      Board of Directors of the Buyer, which authorize and approve the execution
      and
      delivery of this Agreement and each of the agreements to which Buyer is a party
      and the consummation of the transactions contemplated hereby and
      thereby;

     

    (iv) duly
      executed Lock Up Agreement in the form of Exhibit A attached
      hereto;

     

    (v) duly
      executed Transition Services Agreement in the form of Exhibit B attached hereto;
      and

     

    (vi) duly
      executed Escrow Agreement in the form of Exhibit C attached hereto.

     

    (d) At
      the
      Closing, each of the parties hereto shall take, or cause to be taken, all such
      actions and deliver, or cause to be delivered, all such other documents,
      instruments, certificates and other items as may be required under this
      Agreement or otherwise, in order to perform or fulfill all covenants and
      agreements on its part to be performed at or prior to the consummation of the
      transactions contemplated hereunder.

     

    1.9 Taking
      of Necessary Action; Further Action; Cooperation.

     

    (a) Each
      of
      the parties shall use its respective reasonable best efforts to take all such
      action as may be necessary or appropriate in order to effectuate the Closing
      as
      promptly as possible. If, on or at any time after the date hereof, any further
      reasonable action is necessary or desirable to carry out the purposes of this
      Agreement and to vest the Buyer with full right, title and possession to all
      assets, property, rights, privileges, powers, and franchises of the Purchased
      Assets, the Seller Responsible Parties shall take, in the name of the Seller
      or
      otherwise, all such lawful and necessary action.

     

    


    
      
        
           

        

        
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    (b) The
      Seller Responsible Parties and the Buyer shall generally cooperate with each
      other and their respective officers, employees, attorneys, accountants and
      other
      agents and do such other acts and things in good faith as may be reasonable,
      necessary or appropriate to timely effectuate the intent and purposes of this
      Agreement and the consummation of the Sale. In
      connection with these efforts, each of the parties hereto shall use its
      commercially reasonable efforts to (i) take, or cause to be taken, all
      appropriate action, and do, or cause to be done, all things necessary, proper
      or
      advisable under any Law or otherwise to consummate and make effective the
      transactions contemplated by this Agreement; (ii) obtain any third party
      consents, licenses, permits, waivers, approvals, authorizations or orders
      required to be obtained or made in connection with the authorization, execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby, approvals or waivers in respect of contracts which are
      being assumed by the Buyer; and (iii) make all filings and give any notice,
      and thereafter make any other submissions either required or reasonably deemed
      appropriate by each of the parties, with respect to this Agreement and the
      transactions contemplated hereby required under any Law, including applicable
      securities and antitrust Laws.

     

    Article
      2. Representations
      and Warranties of the Seller Responsible Parties.

     

    In
      order
      to induce the Buyer to enter into this Agreement and purchase the Purchased
      Assets, each of the Seller Responsible Parties severally, but not jointly,
      makes
      the following representations and warranties to the Buyer, which representations
      and warranties shall be true and correct as of the date hereof:

     

    2.1 Disclosure
      Schedules; Due Diligence Information; Access.

     

    (a) The
      Seller Responsible Parties have delivered to the Buyer the Disclosure Schedule,
      which includes the numbered schedules specifically referred to in this Article
      2
      (the “Disclosure Schedule”). To the Knowledge of the Seller Responsible Parties,
      the information contained in the Disclosure Schedule is materially complete
      and
      accurate, and all documents that are attached to or form a part of the
      Disclosure Schedule are complete and accurate copies of the genuine original
      documents they purport to represent. References to Schedules in this Agreement
      shall be to Schedules included in the Disclosure Schedule.

    


    (b) To
      the
      Knowledge of the Seller Responsible Parties, all
      of
      the documents, financial statements, reports, compilations, management and
      statistical reports and other information provided by the Seller Responsible
      Parties to the Buyer in response to Buyer’s due diligence investigation of the
      Business and the Purchased Assets are materially true, correct and
      complete.

    


    (c) The
      Seller Responsible Parties have furnished
      the Buyer and its representatives with such information concerning the Seller
      as
      the Buyer has reasonably requested.

    


    2.2 Organization.
      The
      Seller is a limited liability company validly existing under the laws of the
      State of Pennsylvania and has all requisite power and authority to own, lease
      and operate its properties and assets and to conduct its business as it is
      now
      being conducted. The copies of the Seller’s articles of organization, operating
      agreement or other organizational documents which have been delivered to the
      Buyer are true, accurate and complete. The
      Seller does not have any subsidiaries and does not own or have any right to
      acquire any equity interest in any other Person. The Seller does not presently
      own or control, directly or indirectly, any interest in any other corporation,
      association, or other business entity. The Seller is not a participant in any
      joint venture or similar arrangement.

     

    


    
      
        
           

        

        
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    2.3 Binding
      Agreement.
      The
      Seller has all requisite power and authority to enter into this Agreement,
      to
      execute and deliver this Agreement, to carry out its obligations hereunder
      and
      to consummate the transactions contemplated hereby. The execution and delivery
      of this Agreement by the Seller and the consummation by the Seller of its
      obligations hereunder have been duly and validly authorized by all necessary
      Member action on the part of the Seller. This Agreement has been duly executed
      and delivered on behalf of the Seller Responsible Parties and, assuming the
      due
      authorization, execution and delivery by the Buyer, constitutes a legal, valid
      and binding obligation of the Seller Responsible Parties enforceable in
      accordance with its terms, but subject to bankruptcy, insolvency, reorganization
      and similar laws of general application affecting the rights of creditors and
      secured parties, and further subject to the application of general principles
      of
      equity and the availability of the remedy of specific performance or injunctive
      relief is subject to the discretion of the court before which any proceeding
      therefore may be brought. As of the Closing Date, each of the agreements,
      instruments and other documents to be delivered hereunder to the Buyer at the
      Closing will have been duly and validly executed and delivered by the Seller
      Responsible Parties and will be enforceable against the Seller Responsible
      Parties in accordance with its terms, but subject to bankruptcy, insolvency,
      reorganization and similar laws of general application affecting the rights
      of
      creditors and secured parties, and further subject to the application of general
      principles of equity and the availability of the remedy of specific performance
      or injunctive relief is subject to the discretion of the court before which
      any
      proceeding therefore may be brought.

     

    2.4 Absence
      of Violations; Required Consents.

     

    (a) The
      execution, delivery and performance by the Seller Responsible Parties of this
      Agreement and the consummation of the transactions contemplated hereby do not
      and will not (a) violate or result in the breach or default of any provision
      of
      the Seller’s articles of organization, operating agreement or other governance
      documents of the Seller, (b) to the Knowledge of the Seller Responsible Parties,
      violate any Law or Governmental Order applicable to the Seller Responsible
      Parties or any of their respective properties or assets, (c) to the Knowledge
      of
      the Seller Responsible Parties, require any consent, approval, authorization
      or
      other order of, action by, registration or filing with or declaration or
      notification to any Governmental Authority or any other Person or (d) result
      in
      any violation or breach of, constitute a default (or event which with the giving
      of notice, or lapse of time or both, would become a default) under, require
      any
      consent under, or give to others any rights of notice, termination, amendment,
      acceleration, suspension, revocation or cancellation of, or result in the
      creation of any Encumbrance on the Purchased Assets, or result in the imposition
      or acceleration of any payment, time of payment, vesting or increase in the
      amount of compensation or benefit payable, pursuant to, any note, bond, mortgage
      or indenture, contract, agreement, lease, sublease, license or permit, or
      franchise to which the Seller is a party or by which its assets are
      bound.

     

    


    
      
        
           

        

        
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    (b) To
      the
      Knowledge of the Seller Responsible Parties, there are no Required Consents.
      To
      the Knowledge of the Seller Responsible Parties, the Seller does not need to
      give any notice to, make any filing with or obtain any authorization, consent
      or
      approval of any Governmental Authority in order for the parties to consummate
      the transactions contemplated by this Agreement.

     

    (c) To
      the
      Knowledge of the Seller Responsible Parties, no order, stipulation, decree,
      judgment, or injunction has been enacted, promulgated, entered, or enforced
      nor
      any other action has been taken by any Government Entity (i) which prohibits
      the
      consummation of the transactions contemplated by this Agreement; (ii) which
      prohibits Buyer’s ownership or operation of all or any material portion of the
      Business or the Purchased Assets; (iii) which makes the purchase of, or payment
      for, some or all of the Purchased Assets illegal; or (iv) which imposes material
      limitations on the ability of the Buyer to acquire the Purchased
      Assets.

     

    2.5 Financial
      Information.

     

    (a) The
      Seller Responsible Parties have delivered to Buyer the balance sheets of the
      Seller as at December 31, 2005 (the “December 31, 2005 Balance Sheet”), December
      31, 2004 and December 31, 2003, together with the statements of operations
      for
      the three years ended December 31, 2005, together with the notes thereto, if
      any
      (the “Financial Statements”).

     

    (b) To
      the
      Knowledge of the Seller Responsible Parties, each of the balance sheets referred
      to above (including the related notes and schedules, if any) fairly presents
      in
      all material respects the financial position of the Seller, as of its date
      and
      each of the statements of operations, owner’s equity (including any related
      notes and schedules, if any), fairly presents in all material respects the
      results of operations, and net income of the Seller for the periods set forth
      therein, and, but solely with respect to the December 31, 2005 Balance Sheet,
      in
      accordance with GAAP consistently applied during the periods involved, except
      as
      may be noted therein.

     

    (c) To
      the
      Knowledge of the Seller Responsible Parties, the Seller currently maintains
      a
      system of internal accounting controls sufficient to provide reasonable
      assurance that (i) transactions are executed in accordance with management’s
      general or specific authorizations, (ii) transactions are recorded as necessary
      to permit preparation of financial statements in conformity with GAAP with
      respect to periods falling on or after January 1, 2005, and generally to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management’s general or specific authorization, and (iv) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences. The Financial Statements are in agreement with the books and
      records regularly maintained by the Seller.

     

    2.6 Absence
      of Certain Changes.
      Except
      as set forth in the unaudited balance sheet of the Seller as at February 28,
      2006 (“Interim Balance Sheet”) and related unaudited statement of operations for
      the period months then ended (the “Interim Financial Statements”) previously
      delivered to the Buyer, since December 31, 2005 to the date of this Agreement
      there has not been any change in the financial condition or results of
      operations or cash flows of the Business or in the condition of the Purchased
      Assets and the Business has not suffered any damage, destruction or loss, in
      each case which has had or which could reasonably be expected to have a Material
      Adverse Effect.

     

    


    
      
        
           

        

        
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    2.7 No
      Undisclosed Liabilities.
      Except
      as set forth on Schedule
      2.7,
      there
      are no liabilities associated with the Business or the Purchased Assets (whether
      accrued, absolute, contingent or, to the Knowledge of the Seller Responsible
      Parties, otherwise), except for (i) liabilities of the Business set forth or
      reserved against or disclosed in the December 31, 2005 Balance Sheet or the
      notes thereto, (ii) liabilities disclosed in this Agreement or the Disclosure
      Schedules hereto or the other agreements contemplated by this Agreement, (iii)
      liabilities incurred in the ordinary course of business since the date of the
      December 31, 2005 Balance Sheet and set forth in Schedule 2.7, (iv) Excluded
      Liabilities, and (v) potential liabilities disclosed in Section 4.11
      below.

     

    2.8 Business
      Conduct.
      The
      Seller Responsible Parties nor any of their respective officers, directors,
      employees or agents, nor Persons acting under the authority of any of the
      foregoing (i) have made, or have been charged by any governmental authority
      with
      making, directly or indirectly, any domestic or foreign payments for bribes
      or
      kickbacks (governmental or commercial) or unlawful political contributions
      or
      other questionable or illegal payments with respect to the Business or to secure
      favorable treatment for the Business or (ii) have maintained or permitted to
      exist any use of “off the books” bookkeeping, secret accounts, unrecorded bank
      accounts, “slush” funds, falsified books, or any other device that could have
      been or could be utilized to distort records or reports of the true operating
      results and financial condition of the Business.

     

    2.9 Title
      to Assets; Related Matters.
      (i) The
      Seller has good, valid and marketable title (as measured in the context of
      their
      current uses) in all of the Purchased Assets in order to conduct the Business,
      free and clear of all Encumbrances, and (ii) the Purchased Assets constitute
      all
      the assets and rights necessary for the operation of the Business as currently
      conducted, other than the Excluded Assets. Except as disclosed on Schedule
      2.9,
      none of
      the Purchased Assets is subject to any commitment or other arrangement for
      its
      sale or use by any Seller Responsible Parties, their Affiliates or third
      parties. The assets reflected on the December 31, 2005 Balance Sheet or acquired
      thereafter are valued on the books of the Seller at or below the actual cost
      less an adequate and proper depreciation charge. The Seller has not depreciated
      any of the Purchased Assets on an accelerated basis (or in any other manner)
      inconsistent with applicable requirements of the Code.

     

    2.10 Equipment
      and Other Tangible Assets.
      Except
      as disclosed on Schedule
      2.10,
      the
      Equipment and other tangible assets which are included in the Purchased Assets
      are in all material respects adequate for the purposes for which such Purchased
      Assets are currently used or are held for use, and are in good repair and
      operating conditions (subject to normal wear and tear) and there are no facts
      or
      conditions affecting the Purchased Assets which could, individually or in the
      aggregate, interfere with any material respect with the use, occupancy or
      operation thereof as currently used, occupied or operated, or their adequacy
      for
      such use.

     

    2.11 Absence
      of Certain Changes, Events and Conditions.
      Since
      December 31, 2005, except as otherwise provided in, disclosed, or contemplated
      by this Agreement, none of the Seller Responsible Parties has, except as
      disclosed on Schedule
      2.11:

     

    


    
      
        
           

        

        
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    (a) other
      than in the ordinary course of business consistent with past practice, sold,
      transferred, leased, subleased, licensed, encumbered or otherwise disposed
      of
      any Purchased Assets;

     

    (b) permitted
      any of the Purchased Assets to be subjected to any Encumbrance;

     

    (c) made
      any
      changes, including changes to collection practices, to be made in the operations
      of the Seller;

     

    (d) made
      any
      commitments for the Seller to make capital expenditures in excess of $10,000
      individually or in the aggregate;

     

    (e) made
      any
      amendment of the articles or organization or operating agreement of the
      Seller;

     

    (f) except
      for services to be rendered by the Members to Seller in connection with the
      consummation of transactions contemplated by this Agreement, permitted any
      new
      agreement, contract, commitment or arrangement, or amendments or modifications
      to any existing such agreement, contract, commitment or arrangement, to be
      entered into with any Affiliate of the Seller or any third parties that is
      material to the Seller or that will continue in effect after the Closing Date
      and not be terminable by the Seller on not more than 30 days’ written notice
      without payment of premium or penalty;

     

    (g) entered
      into any new Material Contract or any amendments or modifications to any
      existing such Material Contract;

     

    (h) borrowed
      any amount or incurred or become subject to any liabilities, except trade
      payables incurred in the ordinary course of business and liabilities under
      contracts entered into in
      the
      ordinary course of business (excluding any capital lease
      obligations);

     

    (i) discharged
      or satisfied any material Encumbrance or paid any material obligation or
      liability, other than in the ordinary course of business;

     

    (j) declared,
      set aside or made any payment or distribution of cash or other property to
      its
      Members except consistent with past practices;

     

    (k) sold,
      assigned or transferred any material Intellectual Property Rights or disclosed
      any proprietary confidential information to any Person except for new customer
      licensees or to Buyer and its representatives in connection with its due
      diligence;

     

    (l) granted
      any increase, or announced any increase, in the wages, salaries, compensation,
      bonuses, incentives, pension or other benefits payable to any of the officers,
      employees, independent contractors or agents, including, without limitation,
      any
      increase or change pursuant to any Employee Benefit Plan, or established,
      increased or accelerated the payment or vesting of any benefits under any
      Employee Benefit Plan with respect to officers or employees;

     

    


    
      
        
           

        

        
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    (m) made
      any
      material change in any method of accounting or accounting practice or policy,
      including, without limitation, material changes in assumptions underlying or
      methods of calculating bad debt, contingency or other reserves, or notes or
      accounts receivable write-offs, or in corporate allocation methodology, in
      each
      case other than changes required by Law or under GAAP;

     

    (n) suffered
      any casualty loss or damage with respect to any assets, whether or not covered
      by insurance;

     

    (o) incurred
      or guarantied any indebtedness for borrowed money other than indebtedness repaid
      prior to the Closing or indebtedness that will constitute Excluded
      Liabilities;

     

    (p) deferred
      the payment of any accounts payable except in accordance with past
      practices;

     

    (q) made
      any
      loans, advances or capital contributions to, or investments in, any other
      Person, other than in the ordinary course of business;

     

    (r) merged
      or
      consolidated with, or acquired any equity or all or substantially all of the
      assets of, any other Person;

     

    (s) experienced
      any material adverse change in the condition, financial or otherwise, business,
      prospects, assets or rights of the Seller;

     

    (t) conducted
      the Business outside of the ordinary and usual course consistent with past
      practice;

     

    (u) compromised,
      settled, granted any waiver or release relating to, or otherwise adjusted any
      Action, Indebtedness or any other claims or rights; or

     

    (v) entered
      into any agreement, contract, commitment or arrangement to do any of the
      foregoing.

     

    2.12 Litigation.

     

    (a) As
      of the
      date hereof: (i) there are no Actions against the Seller pending, or, to the
      Knowledge of the Seller Responsible Parties, threatened to be brought against
      the Seller or the Business, (ii) the Seller is not subject to any Governmental
      Order (nor, to the Knowledge of the Seller Responsible Parties, are there any
      such Governmental Orders threatened to be imposed by any Governmental
      Authority), in each case with respect to the Seller or the Business; and (iii)
      there is no Action pending, or, to the Knowledge of the Seller Responsible
      Parties, threatened to be brought that seeks to question, delay or prevent
      the
      consummation of the transactions contemplated hereby. As of the date hereof,
      no
      preliminary or permanent injunction or other order issued by any United States
      federal or state Governmental Authority, nor any Law promulgated or enacted
      by
      any United States federal or state Governmental Authority, that restrains,
      enjoins or otherwise prohibits the transactions contemplated hereby or limits
      the ability in any respect of the rights of the Seller to hold its assets and
      conduct its present, planned or prospective business, or imposes civil or
      criminal penalties on any stockholder, director or officer of the Buyer if
      such
      transactions are consummated, is in effect

     

    


    
      
        
           

        

        
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    (b) Schedule
      2.12
      lists
      the following for the period from January 1, 2004 to the present (and, in the
      case of clause (z), any other matter referred to therein which is currently
      in
      effect): (x) all fines (civil and criminal), penalties imposed by any
      governmental agency or authority (other than short or long-term disability
      or
      medical claims), (y) actions, administrative or arbitration proceedings
      requiring a payment by the Seller in excess of $10,000 (other than short or
      long-term disability claims) and (z) any final order, writ, judgment,
      injunction, decree, determination or other award of any court or any
      governmental agency which are related to the Business or the Purchased
      Assets.

     

    2.13 Insurance.
      The
      Seller has all insurance that is prudent for the conduct of the Business, and
      (i) all insurance policies to which the Seller is a party or under which the
      Seller is covered as an additional named insured or otherwise (or replacement
      policies therefor) are in full force and effect, and the Seller has paid all
      premiums due and are not in default, (ii) all insurance policies are sufficient
      for compliance by the Seller with all applicable requirements of Law and all
      agreements to which the Seller is a party or subject, in each case with respect
      to the Business, (iii) no notice of cancellation or non-renewal with respect
      to,
      or disallowance of any claim under, any such policy has been received by the
      Seller, and (iv) the Seller has not been refused insurance, nor has coverage
      been previously canceled or materially limited, by an insurer to which the
      Seller has applied for such insurance, or with which the Seller has held
      insurance, within the last three years.

     

    2.14 Material
      Contracts.

     

    (a) Schedule
      2.14
      sets
      forth all Material Contracts in effect as of the date hereof.

     

    (b) Each
      Material Contract is intended to be binding upon the parties thereto is legal,
      valid and binding on the parties thereto, enforceable in accordance with the
      terms thereof.

     

    (c) The
      Seller Responsible Parties have performed their respective obligations under
      each such Material Contract and none of the Seller Responsible Parties is in
      default under any such Material Contract and no condition exists nor event
      has
      occurred which with the passage of time or the giving of notice or both would
      result in a material default, material breach or event of material noncompliance
      by any of the Seller Responsible Parties under any such Material
      Contract.

     

    (d) Except
      as
      disclosed on Schedule
      2.14 or
      under
      Section 4.11 below, the Seller does not have any present expectation or
      intention of not fully performing all its material obligations under each such
      Material Contract.

     

    (e) To
      the
      Knowledge of the Seller Responsible Parties, no other party to any of the
      Material Contracts has breached or is in default thereunder.

     

    


    
      
        
           

        

        
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    (f) The
      Seller Responsible Parties have delivered true, correct and complete copies
      of
      each Material Contract and all amendments thereto and documentation or
      correspondence modifying the terms thereof to the Buyer.

     

    (g) No
      customer which is a party to a Material Contract is entitled to any retroactive
      pricing, refund, rebate, price adjustment or other financial settlement for
      charges in excess of $5,000 relating to the sales by the Business, except as
      referenced in Section 4.11 below.

     

    (h) The
      sale
      of the Purchased Assets hereunder will not result in a default under or the
      termination of any Material Contract.

     

    (i) Except
      as
      set forth on Schedule
      2.14,
      there
      are no contracts for the sale of goods or services by the Seller as to which
      at
      the time of the most recent scheduled contract milestone for any such Contract
      the work scheduled was more than sixty (60) days late, except as referenced
      in
      Section 4.11 below.

     

    (j) Except
      as
      set forth on Schedule
      2.14,
      there
      are no contracts, options or bids for the sale of goods or services by the
      Seller which include a liquidated damages clause for late delivery except as
      referenced in Section 4.11 below.

     

    (k) Except
      as
      set forth on Schedule
      2.14,
      the
      Material Contracts are assignable by Assignor without any consent of any third
      parties and this assignment of the Material Contracts will not cause any default
      in the performance of any of the terms, covenants, conditions or agreements
      under the Material Contracts.

     

    2.15 Accounts
      Receivable.
      Except
      as disclosed on Schedule
      2.15,
      all of
      the accounts receivable of the Seller reflected on the Interim Balance Sheet
      are
      collectible, actual and bona fide receivables representing obligations for
      the
      total dollar amount thereof shown on its books, subject to no defenses or
      counterclaims, except as referenced in Section 4.11 below. No reserves for
      bad
      debt in excess of the amounts thereof as of the date of the Interim Balance
      Sheet are required by GAAP. The allowance for doubtful accounts set forth in
      the
      Interim Balance Sheet is adequate in accordance with GAAP. The revenue in
      respect of the sales that gave rise to such receivables have been properly
      invoiced to customers and properly recognized in accordance with GAAP. The
      Seller Responsible Parties have no Knowledge of any facts or circumstances
      generally (other than general economic conditions) which would result in any
      material increase in the uncollectability of such receivables as a class in
      excess of the reserves therefore set forth in the Financial Statements.
Schedule
      2.15
      hereto
      accurately lists as of the date hereof, all receivables arising out of or
      relating to the Business, the amount owing, and the aging of such receivable,
      the name and last known address of the party from whom such receivable is owing,
      and any security in favor of the Seller for the repayment of such receivable
      which the Seller purports to have. Since the date of Interim Balance Sheet,
      the
      Seller has collected its receivables and payments under all Contracts in
      accordance with past business practices and has not negotiated for or accepted
      advance payments nor accelerated the collection of any such receivables or
      payments.

     

    2.16 Intentionally
      Omitted.

     

    


    
      
        
           

        

        
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    2.17 Permits
      and Licenses; Compliance with Law.

     

    (a) To
      the
      Knowledge of the Seller Responsible Parties, there are no permits or licenses
      necessary to conduct the businesses in which they are engaged and to own and
      use
      the facilities and properties owned and used by them (collectively, “Permits”).
      Without limiting the generality of the foregoing, Seller has not received any
      written notice from any Governmental Authority indicating that Seller has failed
      to obtain any Permits required to conduct the Business.

     

    (b) (i)
      The
      Seller Responsible Parties are in material compliance with all Laws (including,
      without limitation, with respect to affiliate transactions) and Governmental
      Orders applicable to the Business and (ii) none of the Seller Responsible
      Parties has been charged at any time with a violation of any Law or any
      Governmental Order relating to the conduct of the Business.

     

    (c) Intentionally
      Omitted.

     

    2.18 Intentionally
      Omitted.

     

    2.19 Employee
      Benefit Matters.
      The
      Seller has delivered true, accurate and complete copies of all Employee Benefit
      Plans applicable to any director, officer, employee, independent contractor
      or
      agent of the Seller. All such Employee Benefit Plans are in material compliance
      with the terms of the applicable plan and the requirements prescribed by
      applicable law currently in effect with respect thereto, and the Seller has
      performed in all material respects all obligations required to be performed
      by
      it thereunder. The Seller has no Union Employees. The Seller has not incurred
      and no event, transaction or condition has occurred or exists which could result
      in the occurrence of, any liability to the Pension Benefit Guaranty Corporation
      or any “withdrawal liability” within the meaning of Section 4201 of ERISA, or
      any other liability pursuant to Title I or IV of ERISA or the penalty, excise
      tax or joint and several liability provisions of the Code relating to employee
      benefit plans, in any such case relating to any Employee Benefit Plan or any
      pension plan maintained by any company that would be treated as a single
      employer with the Seller under Section 4001 of ERISA or Section 414 of the
      Code
      (an “ERISA Affiliate”). The Seller does not have in effect an Employee Benefit
      Plan intended to be “qualified” within the meaning of Section 401(a) of the
      Code. The consummation of the transactions contemplated by this Agreement will
      not (i) entitle any current or former employee or officer of the Seller or
      any
      ERISA Affiliate to severance pay, unemployment compensation or other payment,
      or
      (ii) accelerate the time of payment or vesting, or increase the amount of
      compensation due any such employee or officer. There are no pending, or, to
      the
      Knowledge of the Seller Responsible Parties, threatened or anticipated claims
      by
      or on behalf of any Employee Benefit Plan, by any employee or beneficiary
      covered under any such plan, or otherwise involving any such plan (other than
      routine claims for benefits). The Seller does not contribute in any
      multiemployer plan (within the meaning of Section 3(37) of ERISA) for the
      benefit of any of its directors, officers, employees, independent contractors
      or
      agents. All contributions that are due on or before the Closing Date to any
      Employee Benefit Plans, including without limitation salary reduction
      contributions and matching contributions, will have been contributed as of
      the
      Closing Date (to the extent such accrual is required under GAAP). The Seller
      shall not adopt, amend or modify any Employee Benefit Plans or otherwise
      increase the salary or benefits of any of the directors, officers, employees,
      independent contractors or agents of the Seller prior to the Closing Date.
      Neither the execution and delivery of this Agreement nor the consummation of
      the
      transactions contemplated hereby will (x) result in any payment becoming due
      to
      any employee (current, former or retired) of the Seller, (y) increase any
      benefits otherwise payable under any Employee Benefit Plan or (z) result in
      the
      acceleration of the time of payment or vesting of any such
      benefits.

     

    


    
      
        
           

        

        
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    2.20 Intentionally
      Omitted.

     

    2.21 Customers.

     

    (a) Schedule
      2.14
      contains
      a list of (i) all current customers of the Business which have contracts
      (including oral contracts and purchase orders) and designates customers of
      the
      Business whose contracts involve purchases or sales in an amount in excess
      of
      $5,000 per annum.

     

    (b) None
      of
      the Seller Responsible Parties has received any notice or has any reason to
      believe that any current customer of the Seller (i) has ceased, or will cease,
      to use its products or goods, except as disclosed pursuant to Section 4.11
      below, (ii) has substantially reduced or will substantially reduce, the use
      of
      products or goods of the Seller or (iii) has sought, or is seeking, to reduce
      the price it will pay for products or goods of the Seller, including in each
      case after the consummation of the transactions contemplated hereby. No customer
      of the Seller described in clause (a) above has otherwise threatened to take
      any
      action described in the preceding sentence as a result of the consummation
      of
      the transactions contemplated by this Agreement.

     

    (c) Intentionally
      Omitted.

     

    2.22 Labor
      Relations.

     

    (a) There
      are
      no labor organizations recognized as representing any of the directors,
      officers, employees, independent contractors or agents of the Seller and (i)
      the
      Seller is not party to any collective bargaining agreement or other labor union
      contract, (ii) there are no strikes, slowdowns, picketing, lockouts or work
      stoppages pending or threatened between the Seller and any of its employees,
      and
      the Seller has not experienced any such strike, slowdown, or work stoppage
      within the past two years, (iii) to the Knowledge of the Seller Responsible
      Parties, there are no unfair labor practice complaints or employee disputes
      pending against the Seller before the National Labor Relations Board or any
      other Governmental Authority or any current union representation questions
      involving employees of the Seller, and (iv) Seller is in material compliance
      with its obligations under all Laws and Governmental Orders governing its
      employment practices, including, without limitation, provisions relating to
      wages, hours and equal opportunity. To the Knowledge of the Seller Responsible
      Parties, Seller is in compliance with all Laws, and all orders of any court,
      governmental agency or arbitrator, relating to employment, including all such
      Laws relating to wages, hours, collective bargaining, discrimination, civil
      rights, occupational safety and health, affirmative action and the payment
      of
      withholding and/or Social Security and similar taxes, except where such
      non-compliance could not reasonably be expected to have a Material Adverse
      Effect.

     

    


    
      
        
           

        

        
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    (b) Seller
      acknowledges and agrees that Buyer shall have no obligation to employ any
      employee of the Business. Seller further acknowledges that the terms and
      conditions of any such employment shall be determined by the Buyer in its sole
      and absolute discretion.

     

    2.23 Intellectual
      Property Rights.
      

     

    (a) Except
      as
      disclosed on Schedule
      2.23,
      all
      Intellectual Property Rights held by the Seller are valid and subsisting and
      provide the Seller with the right to exclude all others from the use thereof
      and
      (i) the Seller is not, or as a result of the execution and delivery of this
      Agreement or the performance by the Seller of their obligations hereunder will
      be, in violation of any license, sublicense or other agreement applicable to
      it,
      or give any party the right to require the Seller to pay any amount or enter
      into any restrictions in order to continue the use thereof, (ii) except for
      licenses granted by Seller, the Seller owns all right, title and interest to,
      or
      has the right to use pursuant to a valid license, all Intellectual Property
      Rights used in the Business, (iii) there have been no claims made against either
      of the Seller or threatened or, to the Knowledge of the Seller, likely to be
      threatened by any Person, asserting the invalidity, misuse or unenforceability
      of any Intellectual Property Rights referred to in (i) above or challenging
      the
      ownership, validity or effectiveness of any of the Intellectual Property
      Rights.

     

    (b) The
      Seller has not received any notices of any material unauthorized use,
      infringement or misappropriation by, or conflict with, any present or former
      employee of the Seller, principal shareholders, strategic partners or any other
      third party with respect to such Intellectual Property Rights (including,
      without limitation, any demand or request that of the Seller license any rights
      from a third party).

     

    (c) 
      The
      Seller Responsible Parties have received no notice (written or otherwise) that
      the conduct of the Seller Responsible Parties has not infringed, misappropriated
      or conflicted with and does not infringe, misappropriate or conflict with any
      Intellectual Property Rights of other Persons.

     

    (d) To
      the
      Knowledge of the Seller Responsible Parties, the Intellectual Property Rights
      owned by or licensed to the Seller have not been infringed, misappropriated
      or
      conflicted by other Persons.

     

    (e) No
      Intellectual Property Right is subject to any Encumbrance and there is no fact
      that would render the Intellectual Property Rights invalid. No Intellectual
      Property Right is subject to any outstanding order, judgment, decree,
      stipulation or agreement restricting in any manner the licensing or exploitation
      thereof by the Seller. The Seller has not entered into any agreement to
      indemnify any other person against any charge of infringement relating to any
      Intellectual Property Right. The Seller Responsible Parties have received no
      notice (written or otherwise) that any employee of the Seller is in violation
      of
      any term of any confidentiality or invention assignment agreement, employment
      contract (whether written or verbal), patent disclosure agreement or any other
      contract or agreement relating to the relationship of any such employee with
      either of the Seller or any other party (including prior employers) because
      of
      the nature of the business conducted or proposed to be conducted by the
      Seller.

     

    


    
      
        
           

        

        
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    (f) Except
      as
      disclosed on Schedule
      2.23
      Seller
      is the sole and exclusive owner of the Intellectual Property Rights and no
      governmental registration of any of the rights related to the Intellectual
      Property Rights has lapsed, expired or been canceled, abandoned, opposed or
      the
      subject of a reexamination request.

     

    (g) Except
      as
      listed on Schedule
      2.23,
      as of
      the date of this Agreement, there are no written claims which have been received
      since January 1, 2004 and no proceedings are pending, or have been instituted
      or, to the Knowledge of the Seller Responsible Parties are threatened or
      impending which challenge the Seller’s ownership rights in respect of any of the
      Intellectual Property Rights. The Seller Responsible Parties have received
      no
      notice (written or otherwise) that any of the Intellectual Property Rights
      is
      subject to any outstanding order, decree, judgment or stipulation.

     

    (h) Neither
      this Agreement, nor the consummation of the transactions contemplated hereby,
      will (i) result in the termination, suspension, breach, or violation of any
      contract between the Seller and any Person relating to Intellectual Property
      Rights; or (ii) will result in the termination, suspension, breach, or violation
      of Intellectual Property Rights. All of the Seller’s rights under the
      Intellectual Property Rights are transferable to Buyer in connection with the
      transactions contemplated by this Agreement and Buyer will be entitled to
      continue to use all of the Intellectual Property Rights to the same extent
      and
      under the same conditions that it has heretofore been used in the Business,
      without financial obligations to any other Person.

     

    (i) The
      Intellectual Property Rights constitutes all of the intellectual property used
      in, or necessary to, the operation of the Business.

     

    2.24 Taxes.

     

    (a) The
      Seller has timely filed all Tax Returns required to be filed and all such Tax
      Returns were correct and complete in all material respects. Seller has timely
      paid all Taxes that are due as set forth in the Tax Returns, or claimed by
      any
      taxing authority to be due, or has provided, in the case of periods arising
      on
      or after January 1, 2005, for all such Taxes on its financial statements in
      accordance with GAAP.

     

    (b) All
      Taxes
      shown on such Tax Returns have been timely paid;

     

    (c) No
      audits
      with respect to the Seller are in process, pending or threatened, no
      deficiencies or adjustments to Tax Returns exist or have been asserted in
      writing with respect to Taxes of the Seller, no notice has been received in
      writing that any Tax Return or Taxes of the Seller required to be filed or
      paid
      has not been filed or have not been paid;

     

    (d) There
      are
      no Tax liens on any of the Purchased Assets;

     

    (e) All
      Taxes
      that the Seller is required to withhold or collect have been duly withheld
      or
      collected and, to the extent required, have been paid to the proper Tax
      authority;

     

    (f) The
      Seller (i) is not currently or has ever been a member of an affiliated group
      filing a consolidated federal income tax return or (ii) has no liability for
      the
      Taxes of any person under Treasury Regulations Section 1.1502-6 (or any similar
      provision of state, local or foreign law), or as transferee or successor, by
      contract or otherwise;

     

    


    
      
        
           

        

        
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    (g) The
      Seller has not ever been a party to any Tax sharing or similar
      agreements;

     

    (h) Intentionally
      Omitted;
      and

     

    (i) For
      purposes of Section 897 of the Code, none of the Seller Responsible Parties
      are
      non-resident aliens or foreign corporations.

     

    2.25 Commissions.
      There
      is no broker or finder or other Person who has any valid claim against any
      of
      the Seller Responsible Parties, the Buyer, any of their respective Affiliates
      or
      any of their respective assets for a commission, finders’ fee, brokerage fee or
      other similar fee in connection with this Agreement, or the transactions
      contemplated hereby, by virtue of any actions taken by on or behalf of the
      Seller Responsible Parties or any of their respective officers, employees,
      independent contractors or agents.

     

    2.26 Powers
      of Attorney.
      Seller
      has provided to the Buyer a true, correct and complete list of the names of
      any
      persons holding powers of attorney from the Seller, true, correct and complete
      copies of any instrument of appointment and a summary statement of the terms
      thereof. There are and at the Closing will be no restrictions on the Seller
      to
      terminate any such powers immediately upon written notice.

     

    2.27 Product
      Warranties.
      Set
      forth on Schedule
      2.27
      are
      representative forms of product warranties and guarantees granted or issued
      by
      the Seller in connection with the Business. None of the other product warranties
      or guarantees granted or issued by the Seller in connection with the Business
      differs in any material respect from such representative forms except as
      disclosed under Schedule
      2.27.
      Since
      January 1, 2003, Seller has received no written notice of any product warranty
      or similar claims against Seller in connection with the Business. To Seller’s
      Knowledge, Seller has committed no act, and there has been no omission, which
      would result in, and there has been no occurrence which would give rise to,
      any
      material product liability or liability for breach of warranty (whether covered
      by insurance or not) on the part of Seller, with respect to products sold prior
      to the Closing in the operation of the Business.

    


    2.28 Compliance
      with WARN Act.
      The
      Seller has been exempt from, or has complied with, all applicable provisions
      of
      the WARN Act and the regulations thereunder in connection with all past
      reductions in work force relating to the Business.

    


    2.29 Securities
      Laws.
      The
      Members expressly agree and acknowledges that the shares of Common Stock are
      not
      being registered and the Buyer has no present intention of registering such
      securities pursuant to the Securities Act of 1933, as amended, and the rules
      and
      regulations promulgated thereunder (the “1933 Act”) or otherwise, and the
      issuance of such securities is intended to be exempt from registration under
      Section 4(2) of the 1933 Act as a “transaction by an issuer not involving any
      public offering” and that reliance on such exemption is predicated, in part, on
      the Members’ representations and warranties contained herein. Each of the
      Members further acknowledge that the securities are being obtained solely for
      such Member’s own account and for investment purposes only, within the meaning
      of the 1933 Act, and without any plan, intention, contract, understanding,
      agreement or arrangement with any person to sell, assign, pledge, hypothecate
      or
      otherwise transfer to any person the securities or any part thereof. The Members
      understand that
      the
securities
      are
      characterized as “restricted securities” under the federal securities Laws
      inasmuch as such securities
      are
      being acquired from the Buyer in a transaction not involving a public offering
      and that under such Laws and applicable regulations such securities may be
      resold without registration under the 1933 Act, only in certain limited
      circumstances. In this connection, the Members are familiar with SEC Rule 144,
      as presently in effect, and understands the resale limitations imposed thereby
      and by the 1933 Act. Each of the Members is an “accredited investor” within the
      meaning of SEC Rule 501 of Regulation D, as presently in effect.

     

    


    
      
        
           

        

        
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    2.30 Exclusive
      Negotiations.
      Since
      the date of the Letter of Intent, neither the Seller nor any of its respective
      officers, directors, Members, representatives or Affiliates have, directly
      or
      indirectly, solicited or initiated the submission of any offer or proposal
      by,
      or participated in discussions or negotiations with, or provided any information
      to or otherwise cooperated with, any Person (other than Buyer or any officer
      or
      representative of Buyer) concerning any Third Party Transaction (as defined
      below). “Third Party Transaction” shall mean (a) any acquisition of any
      controlling interest in, or all or a substantial portion of the Seller, (b)
      the
      possible disposition of any of the Purchased Assets or the Business, (c) the
      possible issuance of any capital stock of Seller, or (d) any business
      combination involving the Seller or the Business, whether by way of merger,
      consolidation, share exchange or other transaction.

    


    2.31 Disclosure.
      No
      representation or warranty by the Seller Responsible Parties contained in this
      Agreement nor any statement or certificate furnished or to be furnished by
      or on
      behalf of any of the Seller Responsible Parties to the Buyer or its
      representatives in connection herewith or pursuant hereto contains or will
      contain any untrue statement of a material fact, or omits or will omit to state
      any material fact required to make the statements contained herein or therein
      not misleading. There is no fact known to the Seller Responsible Parties that
      has not been disclosed by the Seller Responsible Parties to the Buyer that
      might
      reasonably be expected to have or result in a material adverse effect on the
      operations of the Business.

     

    Article
      3. Representations
      and Warranties of the Buyer.

     

    In
      order
      to induce the Seller Responsible Parties to enter into this Agreement and sell
      the Purchased Assets, the Buyer makes the following representations and
      warranties to the Seller Responsible Parties, which representations and
      warranties shall be true and correct as of the date hereof:

     

    3.1 Organization
      and Standing.
      The
      Buyer is a corporation duly incorporated, validly existing, and in good standing
      under the laws of the State of Florida and has all requisite corporate power
      and
      authority to own, lease and operate its properties and assets and to conduct
      its
      business as it is now being conducted.

     

    3.2 Binding
      Agreement.
      The
      Buyer has all requisite corporate power and authority to enter into this
      Agreement, to execute and deliver this Agreement, to carry out its obligations
      hereunder and to consummate the transactions contemplated hereby. The execution
      and delivery of this Agreement by the Buyer and the consummation by the Buyer
      of
      its obligations hereunder have been duly and validly authorized by all necessary
      corporate and stockholder action on the part of the Buyer. This Agreement has
      been duly executed and delivered on behalf of the Buyer and, assuming the due
      authorization, execution and delivery by the Seller, constitutes a legal, valid
      and binding obligation of the Buyer enforceable in accordance with its
      terms.

     

    


    
      
        
           

        

        
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    3.3 Absence
      of Violations or Required Consents.
      The
      execution, delivery and performance by the Buyer of this Agreement does not
      and
      will not: (a) violate or result in the breach or default of any provision of
      the
      articles of incorporation or by-laws of the Buyer; (b) violate any Law or
      Governmental Order applicable to the Buyer or any of its properties or assets;
      (c) except for the Required Consents, require any consent, approval,
      authorization or other order of, action by, registration or filing with or
      declaration or notification to any Governmental Authority or any other Person;
      or (d) result in any violation or breach of, constitute a default (or event
      which with the giving of notice, or lapse of time or both, would become a
      default) under, require any consent under, or give to others any rights of
      termination, amendment, acceleration, suspension, revocation or cancellation
      of,
      or result in the creation of any Encumbrance on any of the Buyer’s assets
      pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease,
      sublease, license or permit, or franchise to which the Buyer is a party or
      by
      which its assets are bound.

     

    3.4 Litigation.
      There
      are no Actions pending or threatened to be brought by or before any Governmental
      Authority, against the Buyer or any of its Affiliates that (i) seeks to
      question, delay or prevent the consummation of the transactions contemplated
      hereby, or (ii) would reasonably be expected to affect adversely the ability
      of
      the Buyer to fulfill its obligations hereunder, including without limitation,
      the Buyer’s obligations under Article 1 hereof.

     

    3.5 Valid
      Issuance of Securities.
      The
      shares of Common Stock, that are being issued to the Seller hereunder, when
      issued and delivered in accordance with the terms of this Agreement for the
      consideration expressed herein, will be duly and validly issued, fully paid,
      and
      nonassessable, and will be free of restrictions on transfer other than
      restrictions on transfer under this Agreement and under applicable state and
      federal securities Laws.

     

    3.6 Commissions.
      There
      is no broker or finder or other Person who has any valid claim against the
      Seller Responsible Parties, any of their respective Affiliates or any of their
      respective assets for a commission, finders’ fee, brokerage fee or other similar
      fee in connection with this Agreement, or the transactions contemplated hereby,
      by virtue of any actions taken by on or behalf of the Buyer or its officers,
      employees or agents.

     

    Article
      4. Covenants
      and Agreements.

     

    4.1 Conduct
      of Business Prior to Closing.
      From
      February 15, 2006 and through the Closing Date, the Seller has not permitted
      the
      distribution of cash or any other assets of the Seller to the Seller, Seller
      Responsible Parties or any Affiliate other than consistent with past practices
      and/or to satisfy the obligations of the Seller identified in the Vanta Accounts
      Payable Aged Invoice Report attached hereto as Exhibit C to this
      Agreement.

     

    


    
      
        
           

        

        
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      4.2 Conduct
        of
        the Business Following the Closing.

    

     

    (a) If
      requested following the Closing, the Seller Responsible Parties shall deliver
      an
      executed letter of instruction to all of the Seller’s customers and distributors
      notifying such parties of the consummation of the transactions contemplated
      hereby and specifically instructing all customers to remit payment relating
      to
      the Purchased Assets directly to the Buyer. In the event the Seller receives
      payments from any customer with respect to any accounts receivable which are
      part of the Purchased Assets, the Seller shall hold such funds in trust for
      the
      benefit of the Buyer and immediately turnover such receipts to the
      Buyer.

     

    (b) The
      parties hereto recognize that the list of payables attached as Schedule
      1.4(a)
      is
      preliminary, and may not include payables for which invoices have not been
      received as of the date hereof. Therefore, the Seller Responsible Parties shall
      reconcile, within thirty (30) days following the Closing, or at such mutually
      agreeable later date: (i) the amount of the payables and/or expenses being
      assumed by Buyer pursuant to this Agreement as of the Closing Date; and (ii)
      the
      amount of the accounts receivable and other customer and/or supplier payments
      relating to the Purchased Assets as of the Closing Date. Any amounts due from
      Seller to Buyer, or from Buyer to Seller as a result of such reconciliation
      shall be promptly paid by the owing party.

     

    (c) Following
      the Closing, as soon as practicable the Seller shall file a certificate of
      amendment with the Secretary of the Commonwealth of the Commonwealth of
      Pennsylvania changing the name of Seller to a name not containing any derivative
      of the trade names being acquired by Buyer hereunder.

     

    4.3 Non-Solicitation.
      Neither
      the Seller Responsible Parties nor any of their respective Affiliates shall
      for
      the period from the date hereof through the date that is two years following
      the
      Closing Date, without the prior written consent of the Buyer, directly or
      indirectly, solicit to hire or hire (or cause or seek to cause to leave the
      employ of the Buyer) any employee, independent contractor or agent of the
      Buyer.

     

    4.4 Confidentiality.
      At all
      times following the Closing Date, each of the Seller Responsible Parties and
      any
      corporation, partnership or trust controlled, directly or indirectly, by any
      of
      the parties shall maintain the confidentiality of, and shall not use for the
      benefit of itself or others, any confidential information concerning the
      Business or the Purchased Assets (the “Confidential Information”); provided,
      however, that this paragraph (a) shall not restrict (i) disclosure by either
      party of any Confidential Information required by applicable statute, rule
      or
      regulation or any court of competent jurisdiction, provided that the
      non-disclosing party is given notice and an adequate opportunity to contest
      such
      disclosure, (ii) any disclosure on a confidential basis to the respective
      attorneys, accountants, lenders and investment bankers of the parties, (iii)
      any
      disclosure of information which is available publicly as of the date of this
      Agreement, which, after the date of this Agreement, becomes available publicly
      through no fault of the disclosing party, which is disclosed to either party
      by
      another Person who acquired it from a third party without an obligation of
      confidentiality to the Buyer or the Seller or which is independently developed
      by an employee of either party who had no access to such information, (iv)
      the
      respective parties’ use of such information to protect or enforce their rights
      under this Agreement, in connection with tax or other regulatory filings or
      their use of such information to protect their rights against any third party,
      and (v) the parties’ (and their respective Affiliates) use of such information
      in the conduct of their own businesses if and to the extent not prohibited
      by
      this Section. Any and all information disclosed by the Buyer to the Seller
      Responsible Parties as a result of the negotiations leading to the execution
      of
      this Agreement, or in furtherance thereof, which information was not already
      known to the Seller Responsible Parties shall be deemed Confidential
      Information.

     

    


    
      
        
           

        

        
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    4.5 Public
      Announcements.
      Except
      as otherwise required by law or the rules of any stock exchange or automated
      quotation system, the parties shall not issue any report, statement or press
      release or otherwise make any public announcement with respect to this Agreement
      and the other transactions contemplated hereby without prior consultation with
      and approval of the other parties hereto (which approval shall not be
      unreasonably withheld). Notwithstanding
      the foregoing, either party may at any time furnish any required information
      to
      the SEC regarding this Agreement or the transactions contemplated hereby. If
      requested by Seller, Buyer shall send notice of the consummation of the Sale
      to
      its customers, vendors and distributors, in a form mutually acceptable to Seller
      and Buyer.

     

    4.6 Non-Compete.

     

    (a) Each
      of
      the Seller Responsible Parties covenants and agrees on its own behalf and on
      behalf of each of its Affiliates that from the date hereof and until the second
      anniversary of the Closing Date, neither the Seller not its Affiliates will
      directly or indirectly, engage in or have any interest in any sole
      proprietorship, partnership, corporation, limited liability company or business,
      whether as an employee, partner, agent, security holder, consultant or
      otherwise, that
      directly or indirectly (or through any affiliated entity) engages in competition
      with the Business (based on the business in which the Seller was engaged as
      of
      the Closing Date and in the geographic areas in which the Seller operated or
      was
      actively planning on operating as of the Closing Date).

     

    (b) Each
      of
      the Seller Responsible Parties acknowledges and agrees that the covenants
      provided for in this Section are reasonable and necessary in terms of time,
      area
      and line of business to protect the Buyer’s legitimate business interests as a
      Buyer of the Purchased Assets, which includes protecting valuable confidential
      business information, substantial relationships with customers throughout the
      Restricted Area and customer goodwill associated with the Seller and the
      Business. Each of the Seller Responsible Parties expressly authorizes the
      enforcement of the covenants provided for in this Section by (i) the Buyer,
      and
      (ii) any successors to the ownership of the Purchased Assets and/or the
      Business. To the extent that the covenant provided for in this Section may
      later
      be deemed by a court to be too broad to be enforced with respect to its duration
      or with respect to any particular activity or geographic area, the court making
      such determination shall have the power to reduce the duration or scope of
      the
      provision. The provision as modified shall then be enforced.

     

    (c) It
      is
      agreed by each of the Seller Responsible Parties on its own behalf and on behalf
      of its Affiliates that Buyer would be irreparably damaged by reason of any
      violation of this Section by the Seller or its Affiliates, and that any remedy
      at law for breach of such provisions would be inadequate. Therefore, the Buyer
      shall be entitled to seek and obtain injunctive or other equitable relief
      (including, but not limited to, a temporary restraining order, a temporary
      injunction or a permanent injunction) against each of the Seller Responsible
      Parties and their respective Affiliates, for breach or threatened breach of
      such
      provisions and without the necessity of proving actual monetary loss. It is
      expressly understood by each of the Seller Responsible Parties that this
      injunctive or other equitable relief shall not be the Buyer’s exclusive remedy
      for any breach of this covenant and the Buyer shall be entitled to seek any
      other relief or remedy that may be available by contract, statute, law or
      otherwise for any breach hereof. It is agreed that the Buyer shall also be
      entitled to recover any and all attorneys’ fees and expenses in the enforcement
      of the provisions hereof.

     

    


    
      
        
           

        

        
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    4.7 Lock
      Up Agreement.
      On the
      Closing Date, the Buyer and each of the Members shall execute a three-year
      lock
      up agreement (the form of which is attached hereto as Exhibit A) with respect
      to
      the shares of Common Stock.

     

    4.8 Transition
      Services Agreement.
      On the
      Closing Date, the Buyer and Seller shall execute a transition services agreement
      (the form of which is attached hereto as Exhibit B) covering the period
      commencing on the Closing Date and expiring 150 days thereafter.

     

    4.9 Employee
      Matters.
      The
      parties agree that Buyer will offer as of the Closing Date employment at will
      to
      all then-current employees of Seller, on terms comparable to the terms and
      conditions (including compensation and benefits) as presently being offered
      by
      Buyer to its employees; provided,
      however,
      that
      nothing herein shall require the continuation of any employment or any terms
      of
      employment after the Closing Date. Buyer shall require any employees accepting
      Buyer’s offer of employment to submit a written letter of voluntary resignation
      to Seller in a form acceptable to the Seller Responsible Parties. All such
      employees will qualify to participate in all benefit plans presently
      and hereinafter offered by Healthcare Quality Solutions, Inc. to its employees
      as well as the HSS stock option plan, subject to the general eligibility and
      participation provisions set forth in such plans.

     

    4.10 Non-disparagement.
      At all
      times following the Closing Date, the Seller Responsible Parties along with
      their respective officers, managers, directors, employees, agents and
      representatives will refrain from taking any action or making any statements
      which may injure or disparage the goodwill or reputation of the Buyer or its
      shareholders, customers, officers, directors, attorneys, employees,
      subsidiaries, related entities, successors and assigns. within the business
      community or to the public at large. At all times following the Closing Date,
      Buyer along with its respective officers, managers, directors, employees, agents
      and representatives will refrain from taking any action or making any statements
      which may injure or disparage the goodwill or reputation of the Seller and
      the
      Seller Responsible Parties within the business community or to the public at
      large

     

    4.11  IHC
      Transaction.
      The
      parties acknowledge that in 2003 Seller and Intermountain Healthcare (“IHC”)
      entered into an agreement regarding the sale to IHC of a certain product known
      as “The Analyzer,” which product has not been implemented at IHC. The aggregate
      purchase price for the sale of “The Analyzer” was $44,687 paid to the Seller by
      IHC. If, on or before November 30, 2006, IHC claims a full refund of its
      purchase price for “The Analyzer” then the Seller Responsible Parties shall pay
      to Buyer (within 15 days of receipt of a copy of IHC’s claim for the refund) the
      full amount of $44,687, which Buyer will promptly pay to IHC. and the Seller
      Responsible Parties will hold the Buyer harmless from any additional amounts
      claimed by IHC in connection with the subject transaction provided that Buyer
      timely pays to IHC the claimed refund after receiving such payment from the
      Seller Responsible Parties. The Seller Responsible Parties represent and warrant
      to the Buyer that following November 30, 2006, IHC shall not be entitled to
      claim any refund with respect to “The Analyzer” transaction.

     

    


    
      
        
           

        

        
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    4.12 Preparation
      of Financial Statements.
      The
      Seller Responsible Parties agree, at all times prior to the Closing and after
      the Closing Date, to cooperate fully with Buyer as Buyer may reasonably request
      in connection with the preparation of the financial statements that are required
      by Buyer to comply with its reporting obligations and requirements set forth
      on
      Form 8-K and otherwise in accordance with the Securities Exchange Act of 1934,
      as amended and the rules promulgated thereunder.

     

    4.13 Allocation
      of Consideration.
      The
      parties hereto have agreed to allocate the Consideration as set forth on the
      draft Form 8594 attached hereto as Exhibit
      4.13.
      No
      party hereto will file any Tax Returns or any other documents inconsistent
      with
      the allocations made on Exhibit
      4.13
      except
      to the extent revisions to Exhibit
      4.13
      are
      agreed to post-Closing in a writing signed by all parties hereto.

     

    Article
      5. Tax
      Matters.

     

    5.1 Liability
      for Taxes.

     

    (a) The
      Seller Responsible Parties shall be severally, but not jointly, liable for
      and
      shall indemnify the Buyer, for (i) all Taxes (as defined below) imposed on
      the
      Seller, or for which the Seller may otherwise be liable, for any taxable year
      or
      period that ends on or before the Closing Date (“Pre-Closing Tax Periods”) and,
      with respect to any portion of a taxable year or period beginning before and
      ending after the Closing Date (“Straddle Period”), the portion of such Straddle
      Period ending on and including the Closing Date, and (ii) all liabilities
      imposed on the Seller on or before the Closing Date under Treasury Regulations
      Section 1.1502-6 (or any similar provision of state, local or foreign law)
      for
      Taxes of the Seller or any other corporation which is affiliated with the Seller
      (other than the Seller).

     

    (b) The
      Buyer
      shall be liable for, and shall indemnify the Seller Responsible Parties and
      their respective Affiliates for, all Taxes imposed on the Seller or any of
      its
      Affiliates with respect to the Business for any taxable year or period that
      begins after the Closing Date and, with respect to a Straddle Period, the
      portion of such Straddle Period beginning after the Closing Date.

     

    (c) For
      purposes of this Section 5.1, whenever it is necessary to determine the
      liability for Taxes of the Seller for a portion of a Straddle
      Period:

     

    (i) real,
      personal and intangible property Taxes (“Property Taxes”) for the Pre-Closing
      Tax Period shall be equal to the amount of such Property Taxes for the entire
      Straddle Period multiplied by a fraction, the numerator of which is the number
      of days during the Straddle Period that are in the Pre-Closing Tax Period and
      the denominator of which is the number of days in the Straddle Period;
      and

     

    


    
      
        
           

        

        
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    (ii) all
      other
      Taxes for the Pre-Closing Tax Period shall be determined by assuming that the
      Seller had a taxable year or period that ended at the close of the Closing
      Date.

     

    5.2 Adjustment
      to Consideration.
      The
      Buyer and the Seller agree to report any indemnification payment made by the
      Seller under Section 5.1 as an adjustment to the Consideration, contribution
      to
      capital, or other non-taxable amount to the extent that there is substantial
      authority for such reporting position under applicable law.

     

    5.3 Transfer
      and Conveyance Taxes.
      The
      Seller shall be liable for and shall pay all applicable sales, transfer,
      recording, deed, stamp and other similar taxes resulting from the consummation
      of the transactions contemplated by this Agreement.

     

    5.4 Survival.
      Claims
      for indemnification under Section 5.1 shall survive until the expiration of
      the
      applicable statute of the limitations (including any extensions or waivers
      of
      such statutes).

     

    Article
      6. Survival;
      Indemnification.

     

    6.1 Survival
      of Representations, Warranties, Covenants and Agreements.

     

    All
      representations, warranties, covenants and agreements made by any Party to
      this
      Agreement will survive until the 18-month anniversary of the Closing Date.
      No
      investigation by or knowledge of Buyer or its representatives will affect in
      any
      manner the representations, warranties, covenants or agreements of Seller
      Responsible Parties set forth in this Agreement (or in any document to be
      delivered in connection with the consummation of the transactions contemplated
      by this Agreement) or Buyer’s right to rely thereon, and such representations,
      warranties and covenants will survive any such investigation. Notwithstanding
      the foregoing, the representations contained in Sections 2.3 (Binding
      Agreement), 2.9 (Title to Assets; Related Matters) and 3.2 (Binding Agreement)
      shall survive the Closing without limitation, and the representations contained
      in Section 2.24 (Taxes) shall survive until the expiration of the applicable
      statute of limitations period.

     

    6.2 Indemnification
      by the Seller Responsible Parties.
      Subject
      in all respects to the provisions of this Article 6, each of the Seller
      Responsible Parties (severally but not jointly) hereby agrees to indemnify
      and
      hold harmless the Buyer and its Affiliates, officers, directors, employees,
      agents and representatives after the Closing Date from and against any Claims
      and Damages incurred by them arising out of or resulting from:

     

    (a) any
      material breach on the part of any of the Seller Responsible Parties of (i)
      any
      representation or warranty made herein or in any certificate delivered by the
      Seller pursuant to this Agreement or (ii) any covenant or agreement made by
      such
      Seller Responsible Party in this Agreement;

     

    (b) any
      Excluded Liability; or

     

    (c) any
      third
      party claim existing as of the Closing Date, including those in which any of
      the
      Seller Responsible Parties is a plaintiff or defendant or any dispute initiated
      by any of the Seller Responsible Parties prior to the Closing, including without
      limitation arising out of any third party claim initiated following the Closing
      arising out of any event that occurred prior to the Closing (a “Liability
      Claim”).

     

    


    
      
        
           

        

        
          27

          
            

          

        

        
           

        

      

    

    


    Notwithstanding
      the foregoing, none of the Seller Responsible Parties shall have any obligations
      under this Section 6.2 until the aggregate Claims and Damages actually incurred
      and or suffered by parties entitled to and seeking indemnification hereunder
      exceeds Twenty Thousand Dollars ($20,000), and provided further that (i) the
      aggregate indemnification liabilities of the Seller Responsible Parties shall
      in
      no event exceed the value of the cash portion of the Consideration and the
      value
      of the Assumed Liabilities, as reconciled; (ii) amounts payable by Buyer to
      IHC
      as contemplated under Section 4.11 shall not be included as a Liability Claim
      for which Buyer is entitled to reimbursement under this Section 6.2 to the
      extent that the Seller Responsible Parties have fulfilled their obligations
      under Section 4.11.

     

    6.3 Indemnification
      by the Buyer.
      Subject
      in all respects to the provisions of this Article 6, the Buyer hereby agrees
      to
      indemnify and hold harmless the Seller Responsible Parties and their respective
      Affiliates, officers, directors, employees, agents and representatives after
      the
      Closing Date from and against any Claims and Damages incurred by them arising
      out of or resulting from any breach on the part of the Buyer of (i) any
      representation or warranty made by the Buyer in Article 3 hereof or in any
      certificate delivered pursuant to this Agreement; (ii) any covenant or agreement
      made by the Buyer in this Agreement; or (iii) any warranty claims arising after
      Closing.

     

    6.4 Limitations
      on Indemnification Claims and Liability.
      The
      respective representations and warranties of the Seller Responsible Parties
      and
      the Buyer set forth in this Agreement or in any certificate delivered pursuant
      to this Agreement, and the opportunity to make a claim for indemnification,
      or
      otherwise be indemnified or held harmless, under this Article 6 with respect
      thereto or with respect to (i) any covenant or agreement relating to any action
      required by this Agreement to be taken prior to or at the Closing or (ii) any
      Liability Claim shall survive until a final, unappealable order is entered
      with
      respect to such Liability Claim and indemnification is made by the Indemnifying
      Party as provided herein and as expressly limited by the terms hereof. Any
      and
      all covenants and agreements relating to any action required by this Agreement
      to be taken after the Closing shall survive the Closing until satisfied in
      full
      and shall not expire with, and be terminated and extinguished upon, the
      Closing.

     

    6.5 Computation
      of Claims and Damages.
      Whenever an Indemnifying Party is required to indemnify and hold harmless an
      Indemnified Party from and against and hold the Indemnified Party harmless
      from,
      or to reimburse the Indemnified Party for, any item of Claim or Damage under
      this Agreement, the Indemnifying Party will, subject to the provisions of this
      Article 6, pay the Indemnified Party the amount of the Claim or Damage reduced
      by (i) any amounts to which the Indemnified Party actually recovers from third
      parties in connection with such Claim or Damage (“Reimbursements”), and reduced
      by (ii) the Net Proceeds of any insurance policy payable to the Indemnified
      Party with respect to such Claim or Damage. For purposes of this Section, “Net
      Proceeds” shall mean the insurance proceeds actually paid, less any deductibles,
      co-payments, premium increases, retroactive premiums or other payment
      obligations (including attorneys’ fees and other costs of collection) that
      relates to or arises from the making of the claim for indemnification. The
      Indemnified Party shall use reasonable efforts to pursue Reimbursements or
      Net
      Proceeds that may reduce or eliminate Claims and Damages and otherwise to
      mitigate Claims and Damages. If any Indemnified Party receives any Reimbursement
      or Net Proceeds after an indemnification payment is made which relates thereto,
      the Indemnified Party shall promptly repay to the Indemnifying Party such amount
      of the indemnification payment as would not have been paid had the Reimbursement
      or Net Proceeds reduced the original payment at such time or times as and to
      the
      extent that such Reimbursement or Net Proceeds is actually received. The
      Indemnified Party shall make available to the Indemnifying Party and its agents
      and representatives all pertinent records, materials and information, and
      provide reasonable access during normal business hours to the Indemnified
      Party’s employees, properties, books and records, and shall otherwise cooperate
      with and assist the Indemnifying Party and its agents and representatives in
      reviewing the propriety and the amount of any Claims or Damages, including,
      without limitation, the availability and/or amounts of Reimbursements and Net
      Proceeds.

     

    


    
      
        
           

        

        
          28

          
            

          

        

        
           

        

      

    

    


    6.6 Notice
      of Claims.
      Upon
      obtaining actual knowledge of any Claim or Damage which has given rise to,
      or
      could reasonably give rise to, a claim for indemnification hereunder, the party
      seeking indemnification (the “Indemnified Party”) shall, as promptly as
      reasonably practicable (but in no event later than 30 days) following the date
      the Indemnified Party has obtained such knowledge, give written notice (a
“Notice of Claim”) of such claim to the party or parties from which
      indemnification is or will be sought under this Article 6 (the “Indemnifying
      Party”). The Indemnified Party shall furnish to the Indemnifying Party in good
      faith and in reasonable detail such information as the Indemnified Party may
      have with respect to such indemnification claim (including copies of any
      summons, complaint or other pleading which may have been served on it and any
      written claim, demand, invoice, billing or other document evidencing or
      asserting the same). No failure or delay by the Indemnified Party in the
      performance of the foregoing shall reduce or otherwise affect the obligation
      of
      the Indemnifying Party to indemnify and hold the Indemnified Party harmless,
      except to the extent that such failure or delay shall have materially adversely
      affected the Indemnifying Party’s ability to defend against, settle or satisfy
      any liability, damage, loss, claim or demand for which such Indemnified Party
      is
      entitled to indemnification hereunder.

     

    6.7 Defense
      of Third Party Claims.
      If any
      claim set forth in the Notice of Claim given by an Indemnified Party pursuant
      to
      Section 6.6 hereof is a claim asserted by a third party, the Indemnifying Party
      shall have 30 days after the date that the Notice of Claim is given or deemed
      given by the Indemnified Party to notify the Indemnified Party in writing of
      the
      Indemnifying Party’s election to defend such third party claim on behalf of the
      Indemnified Party. If the Indemnifying Party elects to defend such third party
      claim, the Indemnified Party shall make available to the Indemnifying Party
      and
      its agents and representatives all witnesses, pertinent records, materials
      and
      information in the Indemnified Party’s possession or under the Indemnified
      Party’s control as is reasonably required by the Indemnifying Party and shall
      otherwise cooperate with and assist the Indemnifying Party in the defense of
      such third party claim. Regardless of which party is defending such third party
      claim, the Indemnified Party shall not pay, settle or compromise such third
      party claim without the consent of the Indemnifying Party. If the Indemnifying
      Party elects to defend such third party claim, the Indemnified Party shall
      have
      the right to participate in the defense of such third party claim, at the
      Indemnified Party’s own expense. In the event, however, that the Indemnified
      Party reasonably determines that representation by counsel to the Indemnifying
      Party of both the Indemnifying Party and the Indemnified Party may present
      such
      counsel with a conflict of interest, then such Indemnified Party may employ
      separate counsel to represent or defend it in any such action or proceeding
      and
      the Indemnifying Party will, subject to the provisions of this Article 6, pay
      the reasonable fees and disbursements of such counsel when due under such
      counsel’s customary billing practices. If the Indemnifying Party does not elect
      to defend such third party claim or does not defend such third party claim
      in
      good faith, the Indemnified Party shall have the right, in addition to any
      other
      right or remedy it may have hereunder, at the Indemnifying Party’s expense, to
      defend such third party claim; provided, however, that such Indemnified Party’s
      defense of or its participation in the defense of any such third party claim
      shall not in any way diminish or lessen the indemnification obligations of
      the
      Indemnifying Party under this Article 6. If the Indemnifying Party subsequently
      reasonably determines that the Indemnified Party is not defending such third
      party claim in good faith, the Indemnifying Party shall have the right, in
      addition to any other right or remedy it may have hereunder, to elect to assume
      the defense of such third party claim and, to the extent that the Indemnified
      Party has not defended such third party claim in good faith, and whether or
      not
      the Indemnifying Party shall have subsequently assumed the defense thereof,
      the
      indemnification obligations of the Indemnifying Party under this Article 6
      shall
      be reduced or eliminated to the extent that such failure to defend in good
      faith
      shall have materially adversely affected the Indemnifying Party’s ability to
      defend against, settle or satisfy any liability, damage, loss, claim or demand
      for which such Indemnified Party is otherwise entitled to indemnification
      hereunder.

     

    


    
      
        
           

        

        
          29

          
            

          

        

        
           

        

      

    

    


    Article
      7. Definitions.

     

    Unless
      otherwise stated in this Agreement, the following capitalized terms have the
      following meanings:

     

    “Action”
      means any action, suit, claim, arbitration, or proceeding or investigation
      commenced by or pending before any Governmental Authority.

     

    “Affiliate”
      means, with respect to any specified Person, any other Person that directly,
      or
      indirectly through one or more intermediaries, controls, is controlled by,
      or is
      under common control with such specified Person.

     

    “Agreement”
      or “this Agreement” means this Purchase Agreement dated as of the date first
      above written (including the Annexes, Schedules and Exhibits hereto) and all
      amendments hereto made in accordance with the provisions of Section 8.6
      hereof.

     

    “Financial
      Statements” has the meaning set forth in Section 2.5(a) hereof.

     

    “Business
      Day” means any day that is not a Saturday, a Sunday or other day on which banks
      are required or authorized by law to be closed in the City of Miami,
      Florida.

     

    “Buyer”
      has the meaning specified in the introductory paragraph to this
      Agreement.

     

    “Claims
      and Damages” means, except as otherwise expressly provided in this Agreement,
      any and all losses, claims, demands, liabilities, obligations, actions, suits,
      orders, statutory or regulatory compliance requirements, or proceedings asserted
      by any Person (including, without limitation, Governmental Authorities), and
      all
      damages, costs, expenses, assessments, judgments, recoveries and deficiencies,
      including, to the extent required pursuant to Article 6, reasonable attorneys’
fees and costs, incurred by or awarded against a party to the extent indemnified
      in accordance with Article 6 hereof, but shall not include any consequential,
      special, multiple, punitive or exemplary damages, except to the extent such
      damages have been recovered by a third party and are the subject of a third
      party claim for which indemnification is available under the express terms
      of
      Article 6 hereof.

     

    


    
      
        
           

        

        
          30

          
            

          

        

        
           

        

      

    

    


    “Closing”
      has the meaning set forth in Section 1.8 hereof.

     

    “Closing
      Date” has the meaning set forth in Section 1.8 hereof.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    “Common
      Stock” has the meaning set forth in Section 1.6(c) hereof.

     

    “Consideration”
      has the meaning set forth in Section 1.6 hereof.

     

    “Control”
      (including the terms “controlled by” and “under common control with”), with
      respect to the relationship between or among two or more Persons, means the
      possession, directly or indirectly, of the power to direct or to cause the
      direction of the affairs or management of a Person, whether through the
      ownership of voting securities, by contract or otherwise, including, without
      limitation, the ownership, directly or indirectly, of securities having the
      power to elect a majority of the board of directors or similar body governing
      the affairs of such Person.

     

    “December
      31, 2005 Balance Sheet” means the balance sheet of the Seller as of December 31,
      2005.

     

    “Employee
      Benefit Plans” means all “employee benefit plans” within the meaning of Section
      3(3) of ERISA, all bonus, stock option, stock purchase, incentive, deferred
      compensation, retirement, supplemental retirement, severance and other employee
      benefit plans, programs, policies or arrangements, and all employment,
      retention, change of control or compensation agreements, in each case for the
      benefit of, or relating to, any current employee or former employee of either
      of
      the Seller, other than any de minimis, fringe or unwritten benefit plans,
      programs, policies or arrangements, the costs of which, to the Seller, are
      not
      material.

     

    “Encumbrance”
      means any security interest, pledge, mortgage, lien (including, without
      limitation, tax liens), charge, encumbrance, easement, adverse claim,
      preferential arrangement, restriction or defect in title.

     

    “Equipment”
      means all of the tangible personal property, machinery, equipment, vehicles,
      computer hardware, databases, earth stations, head ends, rolling stock,
      furniture, and fixtures in which the Seller has an interest, by ownership or
      lease, together with any replacements thereof, or additions thereto made in
      the
      ordinary course of business between the date hereof and the Closing
      Date.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.

     

    “ERISA
      Affiliate” has the meaning set forth in Section 2.18 hereof.

     

    


    
      
        
           

        

        
          31

          
            

          

        

        
           

        

      

    

    


    “GAAP”
      means United States generally accepted accounting principles and practices
      as in
      effect from time to time.

     

    “Governmental
      Authority” means any United States federal, state or local government or any
      foreign government, any governmental, regulatory, legislative, executive or
      administrative authority, agency or commission or any court, tribunal, or
      judicial body.

     

    “Governmental
      Order” means any order, writ, judgment, injunction, decree, stipulation,
      determination or award entered by or with any Governmental Authority.
      Governmental Orders shall not include Permits.

     

    “HSS”
      means Health Systems Solutions, Inc., a Nevada corporation.

     

    “Indebtedness”
      means obligations with regard to borrowed money and leases classified or
      accounted for as capital or financing leases on financial statements, but shall
      expressly not include either accounts payable or accrued liabilities that are
      incurred in the ordinary course of business or obligations under operating
      leases classified or accounted for as such on financial statements.

     

    “Indemnified
      Party” has the meaning set forth in Section 6.6 hereof.

     

    “Indemnifying
      Party” has the meaning set forth in Section 6.6 hereof.

     

    “Intellectual
      Property Rights” means all patents, trademarks, trade names, trade dress, domain
      names, software, programming content, service marks and copyrights, and
      applications for any of the foregoing, and other intellectual property, in
      all
      forms and languages, whether owned or used by, or licensed to, the Seller and
      used in or related to the Business.

     

    “Interim
      Balance Sheet” has the meaning set forth in Section 2.6 hereof.

     

    “Interim
      Financial Statements” has the meaning set forth in Section 2.6
      hereof.

     

    “Knowledge”
      with respect to a party means such information as any of its officers or key
      employees actually knew, without any special due inquiry or investigation,
      or
      (i) with
      respect to Seller and/or Rivendell Technologies, Inc., additionally, but solely
      with respect to information relating to the Seller or the Business concerning
      sales, marketing, product development, Intellectual Property, customer contracts
      and commitments, customer service, employee supervision and the general
      day-to-day operations of the Seller, such information as John Kiehl should
      have
      known after due inquiry; and (ii) with respect to Seller and/or ZAC Capital
      Partners, LLC, but solely with respect to information relating to the Seller
      or
      the Business regarding financial requirements, financial reporting, accounting
      matters, tax issues and employee benefit plans, such information as Steven
      Freiberg should have known after due inquiry due to the bookkeeping and general
      back office services provided to Seller by ZAC Management Group, LLC.

     

    “Law”
      means any federal, state, local or foreign constitution, statute, law,
      ordinance, regulation, rule, code, injunction, judgment, order, decree or other
      requirement, restriction or rule of law.

     

    


    
      
        
           

        

        
          32

          
            

          

        

        
           

        

      

    

    


    “Liability
      Claim” has the meaning set forth in Section 6.2(b) hereof.

     

    “Material
      Adverse Effect” means any circumstance, change in, or effect on the Seller that
      has a material adverse effect on the business, results of operations, condition
      (financial or otherwise), or prospects of the Seller taken as a
      whole.

     

    “Material
      Contracts” means the written agreements, contracts, policies, plans, mortgages,
      understandings, arrangements or commitments to which the Seller is a party
      or by
      which any of the Purchased Assets are bound as described below: (i) any
      agreement or contract providing for payments by the Seller to any Person in
      excess of $10,000 per year or $50,000 in the aggregate over the five-year period
      commencing on the date hereof; (ii) any employment agreement or consulting
      agreement or similar contract; (iii) any retention or severance agreement or
      contract; (iv) any distribution agreement or contract associated with the
      Business; (v) any license with respect to Intellectual Property Rights (other
      than licenses granted in from another Person providing for payments to another
      Person in excess of $10,000 in any year; (vi) any joint venture, partnership
      or
      similar agreement or contract of the Seller; (vii) any agreement or contract
      under which the Seller has borrowed or loaned any money in excess of $10,000
      or
      issued or received any note, bond, indenture or other evidence of indebtedness
      in excess of $10,000 or directly or indirectly guaranteed indebtedness,
      liabilities or obligations of others in an amount in excess of $10,000; (viii)
      any covenant not to compete or contract or agreement, understanding, arrangement
      or any restriction whatsoever limiting in any respect the ability of either
      of
      the Seller to compete in any line of business or with any Person or in any
      area;
      and (ix) any of the contracts, agreements or arrangements, listed on Schedule
      2.14.

     

    “Net
      Assets” means the total assets of the Seller as set forth in the Closing Date
      Balance Sheet adjusted as follows: (i) all adjustments necessary to reflect
      the
      elimination of all Excluded Assets and Excluded Liabilities which are reflected
      on the Closing Date Balance Sheet but not sold to or assumed by Buyer in
      accordance with the terms of this Agreement and (ii) all adjustments to the
      Closing Date Balance Sheet which are necessary to remove the effects, if any,
      resulting from any change in the assets or liabilities of the Business during
      the period from the date of the balance sheet included in the Interim Financial
      Statements, caused by any of the following: (A) any change resulting from a
      change in GAAP, including those promulgated after the Interim Financial
      Statements are is prepared, regardless of whether or not otherwise required
      to
      be made, except as agreed to between Seller and Buyer; (B) any change resulting
      from a change of an accounting policy, practice, procedure, allocation method
      or
      estimation technique from that followed in preparing the Interim Financial
      Statements; (C) any extraordinary or non-recurring gains or any transactions
      not
      in the ordinary course of business consistent with past practices of Seller;
      (D)
      any corrections relating to mathematical mistakes, mistakes in the application
      of accounting principles, or oversight or misuse of facts that existed at the
      date of the Interim Financial Statements and affected the determination of
      any
      amounts in the Interim Financial Statements; and (E) any change in the amount
      of
      Seller’s reserves for the Business from the amounts of the reserves reflected in
      the Financial Statements. For all purposes of this Agreement, reserves shall
      be
      deemed to include (without limitation) balance sheet reserves whether related
      to
      accounts receivable, billed or unbilled, contracts in process, inventories,
      fixed assets or any other Purchased Asset, regardless of whether any such
      reserve is recorded as an offset to such Purchased Asset’s carrying value or is
      included as an accrued liability in the Closing Date Balance Sheet. “Net
      Proceeds” has the meaning set forth in Section 6.5 hereof.

     

    


    
      
        
           

        

        
          33

          
            

          

        

        
           

        

      

    

    


    “Notice
      of Claim” has the meaning set forth in Section 6.6 hereof.

     

    “Owner
      Goodwill” has the meaning set forth in the recitals hereto.

     

    “Permits”
      has the meaning set forth in Section 2.16(a) hereof.

     

    “Person”
      means any individual, partnership, firm, corporation, limited liability company,
      association, trust, unincorporated organization or other entity, as well as
      any
      syndicate or group that would be deemed to be a person under Section 13(d)(3)
      of
      the Securities Exchange Act of 1934, as amended.

     

    “Pre-Closing
      Tax Periods” has the meaning set forth in Section 5.1(a) hereof.

     

    “Property
      Taxes” has the meaning set forth in Section 5.1(c)(i) hereof.

     

    “Reimbursements”
      has the meaning set forth in Section 6.5 hereof.

     

    “Required
      Consents” means any consents, approvals, orders, authorizations, registrations,
      declarations and filings required under or in relation to (a) federal, state
      or
      local health care laws, (b) the Securities Act of 1933, as amended, and (c)
      antitrust or other competition Laws of other jurisdictions.

     

    “Seller”
      has the meaning set forth in the introductory paragraph of this
      Agreement.

     

    “Seller
      Responsible Parties” has the meaning set forth in the introductory paragraph of
      this Agreement.

     

    “Sale”
      has the meaning set forth in the recitals hereto.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Sellers”
      has the meaning set forth in the introductory paragraph to this
      Agreement.

     

    “Purchased
      Assets” has the meaning set forth in Section 1.1 hereof.

     

    “Straddle
      Period” has the meaning set forth in Section 5.1(a) hereof.

     

    “Subsidiary”
      of any Person means (i) any corporation more than 50% of whose stock of any
      class or classes having by the terms thereof ordinary voting power to elect
      a
      majority of the directors of such corporation is owned by such Person directly
      or indirectly through Subsidiaries and (ii) any partnership, limited
      partnership, limited liability company, associates, joint venture or other
      entity in which such Person directly or indirectly through Subsidiaries has
      more
      than a 50% equity interest.

     

    “Tax”
or
      “Taxes” means any and all taxes, fees, withholdings, levies, duties, tariffs,
      imposts, and other charges of any kind (together with any and all interest,
      penalties, additions to tax and additional amounts imposed with respect
      thereto), fees, surcharges, contributions, or other payments including but
      not
      limited to administrative or regulatory fees, imposed by any local, state,
      federal or foreign government or governmental agency or taxing authority,
      including, without limitation, taxes or other charges on or with respect to
      income, franchises, windfall or other profits, gross receipts, property, sales,
      use, capital stock, payroll, employment, social security, workers’ compensation,
      unemployment compensation, or net worth, taxes or other charges in the nature
      of
      excise, withholding, ad valorem, stamp, transfer, value added or gains taxes,
      license, registration and documentation fees, and customs duties, tariffs and
      similar charges.

     

    


    
      
        
           

        

        
          34

          
            

          

        

        
           

        

      

    

    


    “Tax
      Return” means any report, return, document, declaration or other information or
      filing required to be supplied to any Tax authority or jurisdiction (foreign
      or
      domestic) with respect to Taxes, including, without limitation, information
      returns, any documents with respect to or accompanying payments of estimated
      Taxes, or with respect to or accompanying requests for the extension of time
      in
      which to file any such report, return, document, declaration or other
      information.

     

    “Union
      Employee” means an employee of either of the Seller whose terms and conditions
      of employment are governed by the terms of any collective bargaining
      agreement.

     

    Article
      8. Miscellaneous
      Provisions.

     

    8.1 Expenses.
      Except
      as otherwise specifically provided in this Agreement, all out-of-pocket costs
      and expenses, including, without limitation, fees and disbursements of counsel,
      financial advisors and accountants, incurred in connection with this Agreement
      and the transactions contemplated hereby shall be paid by the party incurring
      such costs and expenses, whether or not the Closing shall have
      occurred.

     

    8.2 Notices.
      Any
      notice, demand, claim, notice of claim, request or communication required or
      permitted to be given under the provisions of this Agreement shall be in writing
      and shall be deemed to have been duly given (i) upon delivery if delivered
      in
      person, (ii) on the date of mailing if mailed by registered or certified mail,
      postage prepaid and return receipt requested, (iii) on the date of delivery
      to a
      national overnight courier service, or (iv) upon transmission by facsimile
      (if
      such transmission is confirmed by the addressee) if delivered through such
      services to the following addresses, or to such other address as any party
      may
      request by notifying in writing all of the other parties to this Agreement
      in
      accordance with this Section.

     

    
      	 	
              If
                to the Seller Responsible Parties:

            
	 	 	 
	 	 	
              VantaHealth
                Technologies, LLC

            
	 	 	
              19
                Ramsgate Drive

            
	 	 	
              St.
                Louis, Missouri 63132

            
	 	 	
              Attention:
                John Kiehl, President

            
	 	 	
              Telephone:
                (314) 395-5946

            
	 	 	 
	 	
              and

            	 
	 	 	 
	 	 	
              ZAC
                Capital Partners, LLC

            
	 	 	
              101
                West Avenue, Suite 300

            
	 	 	
              Jenkintown,
                PA 19046

            
	 	 	
              Attention:
                Anthony D. Zingarelli, Manager

            
	 	 	
              Telephone:
                215-517-4953

            
	 	 	
              Facsimile:
                215-517-4901

            


    

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    
      	 	
              and

            	 
	 	 	 
	 	 	
              Rivendell
                Technologies, Inc.

            
	 	 	
              19
                Ramsgate Drive

            
	 	 	
              St.
                Louis, Missouri 63132

            
	 	 	
              Attention:
                John Kiehl, President

            
	 	 	
              Telephone:
                (314) 395-5946

            
	 	 	 
	 	 	 
	 	
              With
                copies to:

            	 
	 	 	 
	 	 	
              Riezman
                Berger, P.C.

            
	 	 	
              7700
                Bonhomme, 7th
                Floor

            
	 	 	
              Clayton,
                Missouri 63105

            
	 	 	
              Attention:
                Mark J. Temkin, Esq.

            
	 	 	
              Telephone:
                314-727-0101

            
	 	 	
              Facsimile:
                314-727-6458

            
	 	
              and

            	 
	 	 	 
	 	 	
              ZAC
                Management Group, LLC

            
	 	 	
              101
                West Avenue, Suite 300

            
	 	 	
              Jenkintown,
                PA 19046

            
	 	 	
              Attention:
                Elisa Tractman, General Counsel

            
	 	 	
              Telephone:
                215-517-4936

            
	 	 	
              Facsimile:
                215-517-4970

            
	 	 	 
	 	
              If
                to the Buyer:

            	 
	 	 	 
	 	 	
              VHT
                Acquisition Company

            
	 	 	
              405
                North Reo Street, Suite 300

            
	 	 	
              Tampa,
                Florida 33609

            
	 	 	
              Attention:
                B.M. Milvain

            
	 	 	
              Telephone:
                (813) 282-3303

            
	 	 	
              Facsimile:
                (813) 282-8907

            
	 	 	 
	 	
              With
                a copy to:

            	 
	 	 	 
	 	 	
              Adorno
                & Yoss LLP

            
	 	 	
              2525
                Ponce de Leon Boulevard

            
	 	 	
              Suite
                400

            
	 	 	
              Miami,
                Florida 33134-6012

            
	 	 	
              Attention:
                Carlos A. Mas, Esq.

            
	 	 	
              Telephone:
                (305) 460-1000

            
	 	 	
              Facsimile:
                (305) 460-1422

            


    

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    Any
      such
      notice shall be deemed to have been received on the date of personal delivery,
      the date set forth on the Postal Service return receipt, or the date of delivery
      shown on the records of the overnight courier, as applicable.

     

    8.3 Benefit
      and Assignment.
      This
      Agreement will be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. There shall be no
      assignment of any interest under this Agreement by any party except that the
      Buyer may assign its rights hereunder to any wholly owned subsidiary of the
      Buyer; provided, however, that no such assignment shall relieve the assignor
      of
      its obligations under this Agreement. Nothing herein, express or implied, is
      intended to or shall confer upon any other Person any legal or equitable right,
      benefit or remedy of any nature whatsoever under or by reason of this
      Agreement.

     

    8.4 Waiver.
      Any
      party to this Agreement may (a) extend the time for the performance of any
      of
      the obligations or other acts of any other party, (b) waive any inaccuracies
      in
      the representations and warranties of any other party contained herein or in
      any
      document delivered by any other party pursuant hereto or (c) waive compliance
      with any of the agreements or conditions of any other party contained herein.
      Any such extension or waiver shall be valid only if set forth in an instrument
      in writing signed by the party to be bound thereby. Any waiver of any term
      or
      condition shall not be construed as a waiver of any subsequent breach or a
      subsequent waiver of the same term or condition, or a waiver of any other term
      or condition, of this Agreement. The failure of any party to assert any of
      its
      rights hereunder shall not constitute a waiver of any such rights.

     

    8.5 Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any Law or public policy, all other terms and provisions
      of
      this Agreement shall nevertheless remain in full force and effect so long as
      the
      economic or legal substance of the transactions contemplated hereby is not
      affected in any manner materially adverse to any party. Upon such determination
      that any term or other provision is invalid, illegal or incapable of being
      enforced, the parties hereto shall negotiate in good faith to modify this
      Agreement so as to effect the original intent of the parties as closely as
      possible in an acceptable manner in order that the transactions contemplated
      hereby are consummated as originally contemplated to the greatest extent
      possible.

     

    8.6 Amendment.
      This
      Agreement may not be amended or modified except (a) by an instrument in writing
      signed by, or on behalf of, the Responsible Party and the Buyer or (b) by a
      waiver in accordance with Section 8.4 hereof.

     

    8.7 Effect
      and Construction of this Agreement.
      This
      Agreement embodies the entire agreement and understanding of the parties with
      respect to the subject matter hereof and supersedes any and all prior
      agreements, arrangements and understandings, whether written or oral, relating
      to matters provided for herein. The language used in this Agreement shall be
      deemed to be the language chosen by the parties hereto to express their mutual
      agreement, and this Agreement shall not be deemed to have been prepared by
      any
      single party hereto.

     

    


    
      
        
           

        

        
          37

          
            

          

        

        
           

        

      

    

    


    8.8 Headings.
      The
      headings of the sections and subsections of this Agreement are inserted as
      a
      matter of convenience and for reference purposes only and in no respect define,
      limit or describe the scope of this Agreement or the intent of any section
      or
      subsection.

     

    8.9 Counterparts.
      This
      Agreement may be executed in one or more counterparts and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same agreement.

     

    8.10 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Florida, applicable to contracts executed in and to be performed
      entirely within that State.

     

    8.11 Litigation. If
      any
      legal action is brought for the enforcement of this Agreement, or because of
      an
      alleged dispute, breach, default, or misrepresentation in connection with any
      of
      the provisions of this Agreement, the successful or prevailing party or parties
      shall be entitled to recover reasonable attorney fees, paralegal fees and other
      costs incurred in that action or proceeding, in addition to any other relief
      to
      which it or they may be entitled. Any such legal action shall be brought in
      courts of competent jurisdiction in Miami-Dade County, Florida.

     

    8.12 Entire
      Agreement.
      This
      Agreement, along with the Disclosure Schedules, Exhibits and all other
      agreements, instruments or documents to be delivered in connection with this
      Agreement, constitutes the entire agreement between the parties hereto and
      supersedes all prior agreements, understandings, negotiations and discussions,
      both written and oral, between the parties hereto with respect to the subject
      matter hereof.

     

    8.13 Specific
      Performance.
      Each of
      the Seller acknowledge and agree that in the event of any breach of this
      Agreement, the Buyer would be irreparably and immediately harmed and could
      not
      be made whole by monetary damages. It is accordingly agreed that the parties
      hereto (i) waive, in any action for specific performance, the defense of
      adequacy of a remedy at law and (ii) shall be entitled, in addition to any
      other
      remedy to which they may be entitled at law or in equity, to compel specific
      performance of this Agreement in any action instituted in any state or federal
      court sitting in Miami-Dade County, Florida.

     

    8.14 Remedies
      Cumulative.
      No
      remedy made available by any of the provisions of this Agreement is intended
      to
      be exclusive of any other remedy, and each and every remedy is cumulative and
      is
      in addition to every other remedy given hereunder or now or hereafter existing
      at law or in equity.

     

    


     

    Remainder
      of Page Intentionally Left Blank

     

    


    
      
        
           

        

        
          38

          
            

          

        

        
           

        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	 	
              BUYER:

            
	 	 
	 	
              VHT
                ACQUISITION COMPANY

            
	 	 
	 	 
	 	
              By:  /s/
                B. M.
                Milvain                                 
                

            
	 	
              B.
                M. Milvain, President

            
	 	 
	 	 
	 	
              SELLER
                RESPONSIBLE PARTIES:

            
	 	 
	 	
              VantaHealth
                Technologies, LLC

            
	 	 
	 	 
	 	
              By: 
                /s/ John
                Kiehl                                      
                

            
	 	
              John
                Kiehl, President

            
	 	 
	 	 
	 	
              Rivendell
                Technologies, Inc.

            
	 	 
	 	 
	 	
              By:  /s/
                John
                Kiehl                                      
                

            
	 	
              John
                Kiehl, President

            
	 	 
	 	 
	 	
              ZAC
                Capital Partners, LLC

            
	 	 
	 	 
	 	
              By: 
                /s/ Anthony D.
                Zingarelli                  
                

            
	 	
              Anthony
                D. Zingarelli, Manager

            


    

    


    


    
      
        
           

        

      
          39