ex10-5.htm


    Exhibit
10.5

    ASSET
SALE AND PURCHASE AGREEMENT


    THIS
ASSET SALE AND PURCHASE AGREEMENT (“Agreement”) is made and entered into the
Seventh (7th) day
of November, 2009 to be fully effective and completed as of the
Thirtieth  (30th) day
of November, 2009 by and between Bluegate Corporation (“Bluegate” or the
“Seller”), and SAI Corporation (“Purchaser”), an Illinois
corporation.

    


    WHEREAS,
for the purchase price provided for herein and subject to the terms, provisions,
and conditions set forth herein, Purchaser desires to acquire from Seller full
right, title, and interest in and to all of the personal property of every kind
or nature used in the Health Information Management Systems (“HIMS”) operations
of Seller (the “Assets”), including, without limitation, the personal property
that is more fully described in Article One below but not including the
“Excluded Assets” as defined hereinafter, free and clear of any security
interest, lien, mortgage, encumbrance, claim, or limitation or restriction on
the transfer thereof (collectively, “Encumbrances”); and

    


    WHEREAS,
for the purchase price provided for herein and subject to the terms, provisions,
and conditions set forth herein, Seller desires to sell the Assets to
Purchaser;

    


    NOW,
THEREFORE, in consideration of the mutual promises, covenants, agreements,
representations, and warranties set forth hereinafter, and other good and
valuable consideration (the receipt, adequacy, and sufficiency of which each of
Seller and Purchaser hereby acknowledges) and subject to the terms, provisions,
and conditions hereof, each of Seller and Purchaser hereby agree as
follows:

    


    ARTICLE ONE

    
      	
              1  

            	
              Sale and Purchase of
      Assets.

            


    

    
      	
              1.1  

            	
              In consideration of Purchase
      Price pursuant to Section 1.3 below, Seller does hereby assign, transfer,
      and convey to Purchaser (without any further act or deed except as
      otherwise indicated herein), full right, title, and interest in and to all
      of the Assets, and Purchaser does hereby acquire and receive full right,
      title, and interest in and to the Assets, wherever located and regardless
      of whether or not reflected on Seller's books and records, free and clear
      of any Encumbrances.  Without any limitation on anything stated
      above, the Assets consist of all of the
  following:

            


    

    
      	
              1.1.1  

            	
              The equipment, computer
      equipment and systems, and other tangible personal property owned by
      Seller, including, without limitation, those items listed on Schedule
      1.1.1 hereto;

            


    

    
      	
              1.1.2  

            	
              All rights of Seller in, to and
      under any and all contracts, agreements, commitments, leases, licenses,
      and franchises (including, without limitation, those pertaining to
      suppliers, customers, employees, equipment, and motor vehicles), to which
      the HIMS Operations of Seller are a party or the Assets are subject,
      including, without limitation, those items listed on Schedule l.1.2
      hereto;

            


    

    
      	
              1.1.3  

            	
              All cash, cash equivalents,
      deposits in transit and interests in bank accounts of Seller, all accounts
      receivable owed to Seller (the “Accounts Receivable”), and all bills,
      notes, and securities of Seller, as of the date of the completion of the
      sale and purchase of the Assets provided for hereby and listed on Schedule
      1.1.3 hereto;

            


    

    
      	
              1.1.4  

            	
              All records of Seller's HIMS
      operations in whatever form (copies of which Seller may retain at its
      cost), including all of Seller's HIMS Operations customer lists, supplier
      lists, catalogs, and brochures; and

            


    

    
      	
              1.1.5  

            	
              All of Seller's Intellectual
      Property (as defined in Section 2.4), and any and all other intangible
      property or rights whatsoever owned by Seller and the goodwill of Seller's
      business symbolized by such Intellectual Property (in connection with the
      transfer of the preceding, Seller executed all additional transfer
      documents requested by Purchaser) including, without limitation, those
      items listed on Schedule l.l.5
hereto.

            


    

    


    
      	
              1.2  

            	
              Excluded
      Assets. Seller is not selling to Purchaser, and Purchaser is not
      acquiring, any of the items listed on Schedule 1.2 hereto, which items
      shall not constitute “Assets” for any purpose
  hereof.

            


    

    


    
      	
              1.3  

            	
              Purchase Price, and
      Payment. Adjustment and Allocation
  Thereof.

            


    

    
      	
              1.3.1  

            	
              The aggregate purchase price
      for the Assets (the “Purchase Price”) shall be composed of a cash payment
      of One Dollar ($1).

            


    

    
      	
              1.3.2  

            	
              The parties agree that the cash
      portion of the Purchase Price will be adjusted to reflect a true-up of the
      accounts reflecting the transactions through the Closing Date (as defined
      herein).  More specifically, the accounts for both Purchaser and
      Seller will be adjusted to reflect both pre-payments and work not yet
      billed to arrive at a net change (positive or negative) to the actual
      amount of cash paid by Purchaser.

            


    

    
      	
              1.3.3  

            	
              Seller and Purchaser agree that
      they shall prepare and file their respective federal and any state or
      local income tax returns, and any sales tax returns or other
      filings.

            


    

    
      	
              1.4  

            	
              Assumed
      Liabilities. Purchaser hereby agrees to assume and be obligated to
      pay, perform or discharge only those liabilities that are expressly set
      forth on Schedule 1.4 hereto, if any (referred to hereinafter as the
      “Assumed Liabilities”).  Purchaser assumes no obligations,
      liabilities and debts other than the Assumed
      Liabilities.  Seller agrees to pay or perform timely any and all
      obligations, liabilities, and debts of Seller other than for the Assumed
      Liabilities.

            


    

    
      	
              1.5  

            	
              Consents.  Seller
      shall use its best efforts to obtain any third party consents necessary to
      sell the Assets to Purchaser.  To the extent that any of the
      Assets are not assignable without the consent of another party and such
      consent has not been obtained on or prior to the date hereof, such Assets
      shall not be assigned or attempted to be assigned if such assignment or
      attempted assignment would constitute a breach thereof.  While
      Seller is trying to procure all necessary consents, Seller and Purchaser
      shall cooperate in any reasonable arrangements designed to provide to
      Purchaser the benefits of any such Assets, including enforcement at the
      cost and for the account of Purchaser of any and all rights of Seller
      against the other party thereto arising out of a cancellation or breach by
      such other party or otherwise.  If any consent necessary to sell
      the Assets to Purchaser is obtained after the date of this Agreement, then
      the related Asset not previously assigned pursuant to this Section 1.5
      shall be immediately assigned upon procurement of such consent without any
      further act or deed.

            


    

    
      	
              1.6  

            	
              Seller's
      Deliveries.  Prior to or on the date hereof, Seller
      delivered:

            


    

    
      	
              a.  

            	
              Such deeds, bills of sale,
      covenants of warranty, assignments, endorsements, consents, and other good
      and sufficient instruments and documents of conveyance and transfer in a
      form satisfactory to Seller and Purchaser, and necessary documents of
      title, as shall be necessary and effective to convey, transfer and assign
      to, and vest in, Purchaser all of Seller's right, title and interest in
      and to the Assets;

            


    

    
      	
              b.  

            	
              Evidence satisfactory to
      Purchaser that any and all security interests and liens on the Assets
      (other than those being assumed) have been
  released;

            


    

    
      	
              c.  

            	
              Copies of all required third
      party consents to the sale of the Assets, that are required and have been
      obtained;

            


    

    
      	
              d.  

            	
              All of the agreements,
      contracts, commitments, leases, plans, bids, quotations, proposals,
      licenses, permits, authorizations, instruments, computer programs and
      software, manuals and guidebooks, price books and price lists, customer
      lists, supplier lists, sales records, files, correspondence, and other
      documents, books, records, papers, files and data belonging to Seller
      which are part of the Assets;

            


    

    
      	
              e.  

            	
              Actual possession and operating
      control of the Assets.

            


    

    
      	
              1.7  

            	
              Purchaser's
      Deliveries. Prior to or on the date hereof, Purchaser delivered the
      adjusted cash amount of the Purchase
Price.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    ARTICLE TWO

     

    
      	
              2  

            	
              Representations,
      Warranties, and Agreements of
Seller

            


    

    Seller
hereby represents, warrants and agrees to and with Purchaser that:

    
      	
              2.1  

            	
              Organization and
      Standing of Seller.   Seller’s a corporation duly
      organized, validly existing, and in good standing under the laws of the
      state of Nevada.  Seller has full requisite corporate power and
      authority to carry on its business as it is now being
      conducted.

            


    

    
      	
              2.2  

            	
              Capacity to Enter into
      Agreement.  Seller has full right, power, and authority
      to execute and deliver this Agreement and all other agreements, documents,
      and instruments to be executed in connection herewith and perform its
      obligations hereunder and thereunder.  The execution and
      delivery by Seller that is an entity of this Agreement and all other
      agreements, documents, and instruments to be executed by Seller in
      connection herewith have been authorized by all necessary entity action by
      Seller.  When this Agreement and all other agreements,
      documents, and instruments to be executed by Seller in connection herewith
      are executed by Seller and delivered to Purchaser, this Agreement and such
      other agreements, documents, and instruments will constitute the valid and
      binding agreements of Seller enforceable against Seller in accordance with
      their respective terms, except as such enforceability may be limited by or
      subject to (a) any bankruptcy, insolvency, reorganization, moratorium or
      other similar laws relating to creditors' rights generally, and (b)
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at
law).

            


    

    
      	
              2.3  

            	
              Conflicts.  The
      execution, delivery, and consummation of the transactions contemplated by
      this Agreement will not (a) violate, conflict with or result in the breach
      or termination of, or otherwise give any other contracting party the right
      to terminate, or constitute a default (by way of substitution, novation,
      or otherwise) under the terms of, any contract to which Seller is a party
      or by which Seller is bound or by which any of the HIMS related assets of
      Seller are bound or affected, (b) violate any judgment against, or binding
      upon, Seller or upon the HIMS related assets of Seller, (c) result in the
      creation of any lien, charge, or encumbrance upon any of the HIMS related
      assets of Seller pursuant to the terms of any such contract, or (d)
      violate any provision in the charter documents, bylaws, or any other
      agreement affecting the governance and control of
  Seller.

            


    

    
      	
              2.4  

            	
              Consents.  No
      consent, approval, or authorization of, or declaration, filing or
      registration with, any governmental or regulatory authority or any court
      or other tribunal, and no consent or waiver of any party to any material
      contract to which Seller is a party or is bound is required to be obtained
      by Seller in connection with the execution, delivery, and performance of
      this Agreement by Seller, such that the failure to obtain or make any such
      consent, approval, authorization, declaration, filing, or registration
      would materially adversely affect the consummation of the transactions
      contemplated by this Agreement.

            


    

    
      	
              2.5  

            	
              Assets.  Each
      of the schedules referenced in Section 1.1 is true, correct and complete
      in all material respects as of the date hereof (or if different, as of the
      date set forth thereon).

            


    

    
      	
              a.  

            	
              Seller
      has, and upon the sale of the Assets to Purchaser, Purchaser will receive,
      good and indefeasible title to all of the Assets, free and clear of all
      Encumbrances, except liens for current taxes not yet due and
      payable;

            


    

    
      	
              b.  

            	
              All Assets constituting tangible
      personal property are in a good state of repair and operating condition,
      ordinary wear and tear excepted;
and

            


    

    
      	
              c.  

            	
              All of the Accounts Receivable
      reflected Schedule 1.1.3 hereto or created thereafter are valid,
      subsisting, and genuine, arose out of bona fide transactions and are
      current and collectible.

            


    

    
      	
              2.6  

            	
              Contracts.  Schedule
      1.1.2 contains a true, correct and complete list of the HIMS's contracts,
      agreements, commitments, and leases, whether or not made in the ordinary
      course of business.

            


    

    
      	
              a.  

            	
              All
      contracts, agreements, arrangement, or commitments to which the HIMS
      operation is a party or the Assets are subject are in good standing,
      valid, and effective; and

            


    

    
      	
              b.  

            	
               There
      is not, under any such lease, contract, agreement, arrangement or
      commitment, any existing or prospective default or event of default by
      Seller or event which with notice or lapse of time, or both would
      constitute a default; and, to Seller's best knowledge, no other party to
      any such lease, contract, agreement, arrangement or commitment, is in
      default or breach thereof nor has any event occurred which with notice or
      lapse of time would constitute a breach or default of any of such lease,
      contract, agreement, arrangement, or
commitment.

            


    

    
      	
              2.7  

            	
                     
      Intellectual
      Property.
      Schedule 1.1.5 contains a listing and summary description of all of
      Seller's patents, trademarks, service marks, trade names, trade dress,
      logos, business names, copyrights, and registered designs, and
      registrations, and applications thereof, trade secrets and confidential
      know-how, business information and other intellectual property, including,
      but not limited to, computer software, databases, source code, and
      documentation (the foregoing intellectual property is collectively
      referred to hereinafter. as the “Intellectual
  Property”).

            


    

    
      	
              a.  

            	
              The
      HIMS Operations possess all intellectual property necessary to the conduct
      of its businesses;

            


    

    
      	
              b.  

            	
              Purchaser
      shall retain a non-exclusive, royalty free, fully paid, perpetual,
      irrevocable license to use and copy the Intellectual Property associated
      with the HIMS operation;

            


    

    
      	
              c.  

            	
              No
      such loss or expiration of Intellectual Property rights is pending or
      reasonably foreseeable or to Seller's best knowledge,
      threatened;

            


    

    
      	
              d.  

            	
              Seller
      owns all right, title, and interest in and to all of the Intellectual
      Property;

            


    

    
      	
              e.  

            	
              There
      have been no claims made against Seller for the assertion of the
      invalidity, abuse, misuse, or unenforceability of any Intellectual
      Property, and there are no grounds for the
same;

            


    

    
      	
              f.  

            	
              Seller
      has not received a notice of conflict with the asserted rights of others;
      and

            


    

    
      	
              g.  

            	
              The
      conduct of Seller's business has not infringed on any rights of others
      and, to Seller's best knowledge, no other person has infringed the
      Intellectual Property.

            


    

    
      	
              2.8  

            	
              Employees.  Schedule
      2.8 sets forth a true, correct, and complete list of all of the employees
      of Seller.

            


    

    
      	
              a.  

            	
              Seller
      is not a party as an employer to any employment contract, agreement or
      understandings with the Employees;
and

            


    

    
      	
              b.  

            	
              Seller
      has satisfied (or has made adequate provision for) all salaries, wages,
      unemployment insurance premiums, worker compensation payments, income tax,
      FICA, and other deductions and any like payments required by law through
      and with respect to periods prior to the date
  hereof.

            


    

    
      	
              2.9  

            	
              Litigation.

            


    

    
      	
              a.  

            	
              Seller
      and the Assets are not subject to any pending, or to Seller's best
      knowledge, threatened litigation, proceeding or administrative
      investigation of any kind or nature (including, without limitation, any
      matter (including audits) involving the Internal Revenue Service, or other
      federal or state taxing
authorities);

            


    

    
      	
              b.  

            	
              Seller
      is not in default with respect to any judgment, order, writ, injunction,
      decree, or award applicable to it or the Assets of any court or other
      governmental instrumentality or arbitrator;
and

            


    

    
      	
              c.  

            	
              Seller
      has not been served with any now pending suit, action, or legal,
      administrative, arbitration, or other proceeding or governmental
      investigation in which an unfavorable decision, ruling, or finding would
      render unlawful or otherwise materially adversely affect the consummation
      of the transactions contemplated by this Agreement, and to the Seller's
      best knowledge, no such suit, action, or legal, administrative,
      arbitration, or other proceeding or governmental investigation has been
      instituted or is threatened.

            


    

    
      	
              2.10  

            	
              Compliance with
      Law.  Seller is not in violation of, or in default with
      respect to, or in alleged violation of or alleged default with respect to,
      any applicable law, rule, regulation, permit, or any writ or decree of any
      court or any governmental commission, board, bureau, agency, or
      instrumentality, including without limitation, any laws, ordinances,
      rules, regulations, permits, or orders relating to the HIMS business of
      Seller, or the business operations and practices, health and safety, and
      employment practices of Seller.  Seller has filed, when due,
      with all appropriate governmental agencies, all tax returns, estimates,
      reports, and statements to be filed by it for the HIMS related operations
      (collectively, the “Returns”).  Each of the Returns is true,
      complete, proper, and accurate in all
respects;

            


    

    
      	
              2.11  

            	
              Finder's
      Fees.  Neither Seller nor anyone acting on its behalf has
      employed any financial advisor, broker, or finder or incurred any
      liability for any financial advisory, brokerage, or finder's fee or
      commission in connection with this Agreement or the transactions
      contemplated hereby.

            


    

    
      	
              2.12  

            	
              Untrue
      Statements.  This Agreement, the schedules, and exhibits
      hereto, and all other documents and information furnished by Seller or its
      representatives pursuant hereto or in connection herewith do not include
      any untrue statement of a material fact or omit to state any material fact
      that is necessary to make the statements made herein and therein not
      misleading.

            


    

    
      
        
        

      

      
        2

        
          

        

      

       

      ARTICLE
THREE

    

    
      	
              3  

            	
              Representations,
      Warranties, and Agreements of
Purchaser

            


    

    
      	
              3.1  

            	
              Organization and
      Standing of Purchaser.  Purchaser is a corporation duly
      organized, validly existing and in good standing under the laws of the
      state of Illinois.  Purchaser has full requisite power and
      authority to carry on its business.

            


    

    
      	
              3.2  

            	
              Capacity to Enter into
      Agreement.  Purchaser has full right, power and authority
      to execute and deliver this Agreement and all other agreements, documents,
      and instruments to be executed in connection herewith and perform its
      obligations hereunder and thereunder. The execution and delivery by
      Purchaser of this Agreement and all other agreements, documents, and
      instruments to be executed by Purchaser in connection herewith have been
      authorized by all necessary action by Purchaser.  When this
      Agreement and all other agreements, documents, and instruments to be
      executed by Purchaser in connection herewith are executed by Purchaser and
      delivered to Seller, this Agreement and such other agreements, documents,
      and instruments will constitute the valid and binding agreements of
      Purchaser or enforceable against Purchaser in accordance with their
      respective terms, except as such enforceability may be limited by or
      subject to (a) any bankruptcy, insolvency, reorganization, moratorium, or
      other similar laws relating to creditors' rights generally; and (b)
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at
law).

            


    

    
      	
              3.3  

            	
               Conflicts.  The
      execution, delivery, and consummation of the transactions contemplated by
      this Agreement will not violate any provision in any charter document of
      Purchaser, or any other agreement affecting the governance and control of
      Purchaser, such that any such violation, conflict, breach, termination, or
      creation would materially adversely affect the consummation of the
      transactions contemplated by this
Agreement.

            


    

    
      	
              3.4  

            	
              Consents.  No
      consent, approval or authorization of, or declaration, filing or
      registration with, any governmental or regulatory authority or any court
      or other tribunal, and no consent or waiver of any party to any material
      contract to which Purchaser is a party or is bound is required to be
      obtained by Purchaser in connection with the execution, delivery, and
      performance of this Agreement by Purchaser, such that the failure to
      obtain or make any such consent, approval, authorization, declaration,
      filing, or registration would materially adversely affect the consummation
      of the transactions contemplated by this
  Agreement.

            


    

    
      	
              3.5  

            	
              Litigation.  Purchaser
      has not been served with any now pending suit, action, or legal,
      administrative, arbitration, or other proceeding or governmental
      investigation in which an unfavorable decision, ruling, or finding would
      render unlawful or otherwise materially adversely affect the consummation
      of the transactions contemplated by this Agreement, and the best of
      Purchaser's knowledge, no such suit, action, or legal, administrative,
      arbitration, or other proceeding or governmental investigation has been
      instituted or is threatened.

            


    

    
      	
              3.6  

            	
              Finder's
      Fees.  Neither Purchaser nor anyone acting on its behalf
      has employed any financial advisor, broker, or finder or incurred any
      liability for any financial advisory, brokerage or finder's fee, or
      commission in connection with this Agreement or the transactions
      contemplated hereby.

            


    

    


    ARTICLE FOUR

    
      	
              4  

            	
              Certain
      Agreements

            


    

    
      	
              4.1  

            	
              Further
      Assurances.  Following the date hereof, each party shall
      execute and deliver such other documents, and take such other actions, as
      may be reasonably requested by the other party to vest in Purchaser full
      right title and interest in and to the Assets, to complete the
      transactions contemplated by this Agreement and to allow each party fully
      to enjoy and exercise the rights accorded to and acquired by it under this
      Agreement or any other agreement entered into pursuant
    hereto.

            


    

    
      	
              4.2  

            	
              Accounts
      Receivable.  Upon the request and at the expense of
      Purchaser, Seller shall use reasonable and its best efforts to assist
      Purchaser in collecting the Accounts Receivable.  In the event
      that Seller shall receive any payment on the Accounts Receivable, Seller
      shall hold the amount received in trust for the benefit of Purchaser and
      shall immediately remit to Purchaser the amount received in its
      entirety.  Seller shall not settle, compromise, or release (in
      whole or in part) any Accounts Receivable, or take any action or omit to
      take any action that would adversely affect the Accounts Receivable,
      without the prior written consent of
Purchaser.

            


    

    
      	
              4.3  

            	
              Employees.

            


    

    
      	
              4.3.1  

            	
              Seller shall pay to its
      employees all compensation, including salaries, commissions, bonuses,
      deferred compensation, severance, insurance, pensions, profit sharing,
      vacation pay, sick pay, and other compensation or benefits to which they
      are entitled for periods prior to the date of Purchaser hiring any of
      Seller’s employees.  Seller shall be responsible for maintenance
      and distribution of benefits accrued under any employee benefit plan (as
      defined in ERISA) maintained by Seller pursuant to the provisions of such
      plans.  Purchaser shall assume neither any liability for any
      such accrued benefits nor any fiduciary or administrative responsibility
      to account for or dispose of any such accrued benefits under any employee
      benefit plans maintained by Seller.

            


    

    
      	
              4.3.2  

            	
              On the date Seller terminated
      the employment relationship with such of its employees as Purchaser has
      expressed an interest in hiring, and Seller paid to each such employee any
      and all amounts due to them prior to or as a result of such termination
      that were not expressly assumed by Purchaser.  Purchaser is
      hereby expressly permitted by Seller to enter into an employment
      relationship with each of these former employees. Purchaser may, in its
      sole discretion, offer employment to any or all of the former employees of
      Seller.  All such persons so employed by Purchaser are referred
      to hereinafter as a “Hired
Employee.”

            


    

    
      	
              4.3.3  

            	
              All claims and obligations
      under, pursuant to, or in connection with any welfare, medical, insurance,
      disability, or other employee benefit plans of Seller or arising under any
      legal requirement applicable to Seller affecting employees of Seller
      incurred on or before the date of Purchaser’s hiring the Hired Employee or
      resulting or arising from events or occurrences occurring or commencing on
      or prior to that date shall remain the responsibility of Seller, whether
      or not such employees are hired by Purchaser after the date
      hereof.  Purchaser shall have and assume no obligation or
      liability under or in connection with any such plan and, shall assume no
      obligation with respect to any pre-existing condition of any employee of
      Seller who is hired as an employee of
Purchaser.

            


    

    
      	
              4.4  

            	
              Publicity.  The
      parties hereto shall jointly prepare any press release or other public
      announcement relating to this Agreement, except that the foregoing shall
      not prevent any party hereto or any affiliate thereof from issuing any
      press release required by applicable
law.

            


    

    


    ARTICLE FIVE

    
      	
              5  

            	
              Survival and
      Indemnity

            


    

    
      	
              5.1  

            	
              Survival of
      Representations and Warranties.  All of the
      representations and warranties made by the parties hereto in this
      Agreement or pursuant hereto, shall be continuing and shall survive the
      closing hereof and the consummation of the transactions contemplated
      hereby, notwithstanding any investigation at any time made by or on behalf
      of any party hereto, for a period of two (2) years after the date of this
      Agreement.

            


    

    
      	
              5.2  

            	
              Indemnification by
      Seller.  Seller shall indemnify and hold harmless
      Purchaser and Purchaser's shareholders, directors, officers, employees,
      agents, affiliates, successors, and assigns from any and all demands,
      claims, actions, causes of actions, lawsuits, proceedings, judgments,
      losses, damages, injuries, liabilities, obligations, expenses, and costs
      (including costs of litigation and attorneys' fees), arising from any
      breach of any agreement, representation or warranty made by any of them in
      this Agreement.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE SIX

    
      
      

    

    
      	
              6  

            	
              Miscellaneous

            


    

    
      	
              6.1  

            	
              Notices.  Any
      notices, requests, demands, or other communications herein required or
      permitted to be given shall be in writing and may be personally served,
      sent by United States mail, sent by an overnight courier who keeps proper
      records regarding its deliveries, faxed, or emailed. Notice shall be
      deemed to have been given if personally served, when served, or if mailed,
      on the third business day after deposit in the United States mail with
      postage pre-paid by certified or registered mail and properly addressed,
      or if sent by overnight courier as aforesaid with charges being billed to
      the sender, when received by the party being notified, or if faxed, when
      the person giving the notice receives a confirmation statement with all
      relevant details indicating that the fax was properly received, or if
      e-mailed, when the person giving the notice receives a confirmation
      statement with all relevant details indicating that the e-mail was
      properly received. As used in this Agreement, the term “business day”
      means days other than Saturday, Sunday, and holidays recognized by Federal
      banks.  For purposes of this Agreement, the physical addresses,
      fax numbers, and e-mail addresses of the parties hereto shall be the
      physical addresses, fax numbers, and e-mail addresses as set forth on the
      signature pages of this Agreement.  Any party to be notified
      hereunder may change its physical address, fax number, and e-mail address
      by notifying each other party hereto in writing as to the new physical
      address, fax number, and e-mail address for sending
    notices.

            


    

    
      	
              6.2  

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts and each such
      counterpart shall be deemed to be an original instrument, but all such
      counterparts together shall constitute but one and the same
      instrument.

            


    

    
      	
              6.3  

            	
              Amendments and
      Waivers.  This Agreement may be amended, modified, or
      superseded only by written instrument executed by all parties
      hereto.  Any waiver of the terms, provisions, agreements,
      covenants, representations, warranties, or conditions hereof shall be made
      only by a written instrument executed and delivered by the party waiving
      compliance.  The failure of any party at any time or times to
      require performance of any provision hereof shall in no manner affect the
      right to enforce the same.  No waiver by any party of any
      condition, or of the breach of any term, provision, agreements, covenant,
      representation, or warranty contained in this Agreement in one or more
      instances shall be deemed to be or construed as a further or continuing
      waiver of any such condition or breach or a waiver of any other condition
      or the breach of any other term, provision, agreements, covenant,
      representation, or warranty.

            


    

    
      	
              6.4  

            	
              Time of
      Essence.  Time is of the essence in the performance of
      this Agreement.

            


    

    
      	
              6.5  

            	
               Captions.  The
      captions contained in this Agreement are solely for convenient reference
      and shall not be deemed to affect the meaning or interpretation of any
      Article, Section, or paragraph
hereof.

            


    

    
      	
              6.6  

            	
              Entire
      Agreement.  This Agreement (including the schedules and
      exhibits hereto, the Financial Statements, and all supporting agreements
      referred to herein, all of which are by this reference fully incorporated
      into this agreement) sets forth the entire agreement and understanding of
      the parties with respect to the transactions contemplated hereby, and
      supersedes all prior agreements, arrangements, and understandings relating
      to the subject matter hereof.

            


    

    
      	
              6.7  

            	
              Assignment, and
      Successors and Assigns.  No party hereto may assign any
      of its rights, interests, or obligations under this Agreement without the
      prior written consent of the other parties. Notwithstanding the preceding,
      Purchaser may assign all or part of this Agreement and its rights
      hereunder to a wholly-owned subsidiary or to a person who acquires
      substantially all of the assets of Purchaser and who assumes all of the
      obligations of Purchaser hereunder, provided in each such case that no
      such assignment shall release Purchaser from its duties and obligations
      hereunder.  All of the terms, provisions, agreements, covenants,
      representations, warranties, and conditions of this Agreement shall be
      binding upon and shall inure to the benefit of and be enforceable by the
      parties hereto and their respective heirs, legal representatives,
      permitted assigns, and successors.

            


    

    
      	
              6.8  

            	
              Knowledge, Gender, and
      Certain References.  Whenever a representation or
      warranty made herein is made to the best of any entity's knowledge, such
      representation or warranty is based only on the actual knowledge or belief
      of the entity's management without any independent investigation on the
      part of such management or any other person although such management has
      no reason to believe that the representation or warranty made was not true
      as of the date which it speaks.  Whenever from the context it
      appears appropriate, each term stated in either the singular or the plural
      shall include both the singular and the plural, and pronouns stated in the
      masculine or the neuter gender shall include the masculine, the feminine
      and the neuter gender.  The terms “hereof,” “herein,” or
      “hereunder” shall refer to this Agreement as a whole and not to any
      particular Article, Section, or paragraph
  hereof.

            


    

    
      	
              6.9  

            	
              Applicable Law,
      Mandatory Venue, and Draftsmanship. This Agreement has been
      executed in cook County, Illinois.  THIS AGREEMENT SHALL BE
      GOVERNED EXCLUSIVELY BY ITS TERMS AND BY THE LOCAL, INTERNAL LAWS OF THE
      STATE OF ILLINOIS.  The parties hereto stipulate and agree that
      the courts of the State of Illinois shall have in personam jurisdiction
      for any claim, lawsuit, or proceeding regarding this Agreement, and that
      mandatory venue for any such claim, lawsuit, or proceeding shall be in any
      state or federal court having competent jurisdiction located in Cook
      County, Illinois.  Each party hereto hereby acknowledges and
      agrees that it has consulted legal counsel in connection with the
      negotiation of this Agreement and that it has bargaining power equal to
      that of the other parties hereto in connection with the negotiation and
      execution of this Agreement.  Accordingly, the parties hereto
      agree that the rule of contract construction that an agreement shall be
      construed against the draftsman shall have no application in the
      construction or interpretation of this
  Agreement.

            


    

    
      	
              6.10  

            	
              Severability.  If
      any term, provision, agreements, covenant, or restriction of this
      Agreement is held by a court of competent jurisdiction to be invalid,
      void, or unenforceable, the remainder of the terms, provisions,
      agreements, covenants, and restrictions shall remain in full force and
      effect and shall in no way be affected, impaired, or
      invalidated.

            


    

    
      	
              6.11  

            	
              Costs, Expenses, and
      Fees.  Each party hereto agrees hereby to pay all costs,
      expenses, and fees incurred by it in connection with the transactions
      contemplated hereby, including, without limitation, all attorneys' and
      accountants' fees.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

    


    Bluegate
Corporation

    


    By: /s/ Charles E.
Leibold

           Charles
E. Leibold

           Chief
Financial Officer

    November 7, 2009

    cleibold@bluegate.com

    


    SAI
Corporation

    


    By: /s/ Stephen J.
Sperco

    Stephen J. Sperco

    President

    November 7, 2009

    ssperco@sperco.com

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Schedule 1.1.1 - Lists Of
Machinery, Equipment And Other Tangible Personal Property

    None

    


    Schedule 1.1.2 –
Contracts/Agreements Transferred from Seller

    OSF &
UHS

    


    Schedule 1.1.3 – Accounts
Receivable Owed to HIMS Operation going to Purchaser

    None

    


    Schedule 1.1.5 –
Intellectual Properties

    All HIMS
related documentation, processes, methodologies, and historical information in
written and electronic form.

    


    Schedule 1.2 – Excluded
Assets

    
      	
              1)  

            	
              All
      rights and claims of Seller under any of the Seller’s insurance
      policies;

            


    

    
      	
              2)  

            	
              All
      assets of any of Seller’s employee benefit
  plans;

            


    

    
      	
              3)  

            	
              All
      outstanding receivables dated prior to the Agreement
  Date;

            


    

    
      	
              4)  

            	
              All
      claims, rights and interest in and to any prepayment or refunds of
      federal, provincial, state or local franchise, income or other taxes or
      fees of any nature whatsoever which relate solely to the period up to and
      including the date of this
Agreement;

            


    

    
      	
              5)  

            	
              All
      of Seller’s minute books and other books and records relating to internal
      corporate matters, and all other books and records not related to the
      business conducted with the Assets.

            


    

    


    Schedule 1.4 – List of
Assumed Liabilities

    None

    


    Schedule 2.8 –
Employees

    Patti
Branch

    Alan
Ladd

     

    
      
        
        

      

      
        6