ex10_1.htm


    
      

    

    
      Exhibit
10.1

      


      ASSET PURCHASE
AGREEMENT

      


      ASSET
PURCHASE AGREEMENT, dated November 24, 2009, by and among Mediware Information
Systems, Inc., a New York corporation (“Buyer”); Advantage
Reimbursement, LLC, a Delaware limited liability company and a wholly owned
subsidiary of Buyer (“Advantage Reimbursement, LLC”), Healthcare Automation,
Inc., a Delaware corporation (“Seller”), Kenneth J.
Pereira (“Pereira”); and David
A. Belhumeur (“Belhumeur”).

      


      R E C I T A L
S

      


      A.             
Seller is engaged in the business of providing software and services related to
the home health care industry (the “Business”), operating
from its primary business location at 41 Sharpe Drive, Cranston, Rhode Island
02920;

      


      B.              
Pereira and Belhumeur (each, a “Shareholder” and
together, the “Shareholders”)
together own beneficially and of record all of the issued and outstanding shares
of Seller; and

      


      C.             
 Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, on a going concern basis, substantially all of the assets, properties
and business of Seller related to the Business, all on the terms and subject to
the conditions set forth herein.

      


      NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants,
warranties, representations and conditions contained in this Agreement, it is
hereby agreed as follows:

      


      ARTICLE
I

      


      SALE AND PURCHASE OF
ASSETS

      


      1.1.            Agreement
to Purchase and Sell.  Subject
to the terms and conditions of this Agreement, on the Closing Date (as defined
in Section
4.1),
Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer
shall purchase and acquire from Seller, all of the assets, properties, rights
and business as a going concern as of the Closing Date, of whatever kind or
nature and wherever situated or located and whether reflected on Seller’s books
and records or previously written-off or otherwise not shown on Seller’s books
and records, of Seller (other than the Excluded Assets (as defined in Section 1.3)).  All
of said assets, properties, rights and business (other than the Excluded Assets)
are collectively referred to in this Agreement as the “Purchased
Assets”.  All of the Purchased Assets shall be sold to Buyer
free and clear of any Liens (as defined in Section 5.5(d)).

      


      1.2.          
 Purchased
Assets.  The Purchased Assets shall include the following
items:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (a)         
all furniture, fixtures, equipment (including office equipment), machinery,
parts, computer hardware, automobiles and trucks, inventory, supplies, parts and
all other tangible personal property of Seller (“Tangible
Assets”);

      


      (b)         
all leasehold interests and leasehold improvements created by all leases,
including capitalized leases, of personal or real property under which Seller is
a lessee or lessor;

      


      (c)         
all trade accounts receivable, notes receivable, negotiable instruments and
chattel paper;

      


      (d)         
all deposits and rights with respect thereto in connection with the Business and
all rebates due from vendors;

      


      (e)          
subject to Section
1.5 and
Section 1.6,
all contracts, claims and rights (and benefits arising therefrom) relating to or
arising out of the Business, and all rights against suppliers under warranties
covering any of the Tangible Assets;

      


      (f)          
all sales orders and sales contracts, purchase orders and purchase contracts,
quotations and bids generated by the operation of the Business;

      


      (g)         
all Intellectual Property (as defined in Section 5.16);

      


      (h)       
  subject to Section 1.5, all license
agreements, distribution agreements, sales representative agreements, service
agreements, supply agreements, franchise agreements, computer software
agreements and technical service agreements;

      


      (i)           
all customer lists, customer records and information relating to the
Business;

      


      (j)         
  all books and records relating to the Business, including
blueprints, drawings and other technical papers, payroll, employee benefit,
accounts receivable and payable, inventory, maintenance and asset history
records, ledgers and books of original entry, all insurance records and Permit
files;

      


      (k)        
  all rights in connection with prepaid expenses, advances and credits
with respect to the Purchased Assets;

      


      (l)           
all sales and promotional materials, catalogues and advertising literature
relating to the Business;

      


      (m)        
 all transferable Permits (as defined in Section 5.9);
and

      


      (n)          all
lock boxes relating to the Business to which Seller’s account debtors remit
payments.

      


      1.3.            
Excluded
Assets.  Notwithstanding anything to the contrary set forth
herein, the term “Purchased Assets” shall not mean or include the following
assets, properties and rights of Seller (collectively, the “Excluded
Assets”):

      


      (a)        
  any Permit that is not transferable to Buyer;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)          the
organizational documents, minute books and other books and records related to
the formation of Seller;

      


      (c)          
all of the cash on hand, petty cash, cash on deposit in banks or other financial
institutions; and

      


      (d)         
 such other assets as may be listed on Schedule 1.3(d)
hereto.

      


      1.4.           
Name
Following the Closing.  Immediately following the Closing,
Seller shall amend its Certificate of Incorporation so as to change its name to
“PB Transition Group, Inc.” or such other name which is not, in the judgment of
Buyer acting reasonably, confusingly similar to the name “Healthcare Automation,
Inc.”, and none of Seller, the Shareholders or any of their respective
affiliates, successors or assigns shall thereafter use such name or other names
acquired by Buyer hereunder or names confusingly similar thereto.

      


      1.5.           
Certain
Consents to Assignment.  To the extent that the assignment of
any right or agreement the benefit of which is to be acquired by Buyer pursuant
to this Agreement shall require the consent of any other party, and Buyer shall
have waived the obtaining of such consent prior to the Closing, this Agreement
shall not constitute a contract to assign or assume the same until such consent
is obtained.  Seller and each of the Shareholders shall use their
respective best efforts after the Closing to obtain any consent necessary to any
such assignment.  If any such consent is not obtained, (a) this
Agreement shall not constitute or be deemed to be a contract to assign or assume
the same if an attempted assignment without such consent, approval or waiver
would constitute a breach of such right or agreement or create in any party
thereto the right or power to cancel or terminate such right or agreement, and
(b) Seller and each of the Shareholders will cooperate with Buyer, in any
reasonable arrangement requested by Buyer designed to provide to Buyer the
benefit, monetary or otherwise, of Seller’s rights under such right or
agreement, including enforcement of any and all rights of Seller against the
other party thereto arising out of a breach or cancellation thereof by such
other party.

      


      1.6.            Contracts
Currently Performed by Advantage Reimbursement.  Seller is a
party to certain contracts now in effect that are currently being performed by
Advantage Reimbursement (as defined below) (“Advantage Reimbursement
Performed Contracts”).  The Advantage Reimbursement Performed
Contracts shall not be included in the Purchased Assets.  As required
under the Advantage Reimbursement APA (as defined below), at the Closing, Seller
shall convey, assign, transfer and deliver to Advantage Reimbursement, LLC, and
Advantage Reimbursement, LLC shall acquire from Seller, all of Seller’s right,
title and interest in and to the Advantage Reimbursement Performed
Contracts.

      


      ARTICLE
II

      


      PURCHASE PRICE;
ALLOCATION

      


      2.1.           
 Calculation
of Purchase Price.  The purchase price (the “Healthcare Automation
Purchase Price”) for the Purchased Assets shall be equal to the following
amount:

      


      (a)          $3,500,000,
plus (or minus) the amount (if any) by which the Closing Working Capital (as
determined in accordance with Section 2.3) is greater than
(or less than) $357,130 (as adjusted, the “Initial Purchase
Price”) less the aggregate HAI Unassigned Contract Holdback Amount (as
defined in Section 8.4), plus,


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)          the
Healthcare Automation Incremental Revenue Payment (as defined in Section 2.4) of up to
$954,000, payable in accordance with Section 2.4;
plus,

      


      (c)           the
portion of the HAI Unassigned Contract Holdback Amount  attributable
to each HAI Unassigned Contract, which is payable (in each case) within five (5)
business days after the assignment of each  applicable HAI Unassigned
Contract to Buyer.

      


      2.2.          
 Determination
of Estimated Initial Purchase Price.  At least two
business days prior to the Closing Date, Seller shall deliver to Buyer a
certificate executed on behalf of Seller by the Chief Executive Officer of
Seller, dated the date of its delivery, stating that there has been conducted
under the supervision of such officer a review of all relevant information and
data then available and setting forth Seller’s best good faith estimate of the
Initial Purchase Price (the “Estimated Initial Purchase
Price”), including an estimate of the Closing Working Capital (as defined
in Section
2.3(a))
that such Chief Executive Officer anticipates based upon the most recent
available financial statements will be reflected on the Closing Statement
prepared in accordance with Section 2.3.  Such
Estimated Initial Purchase Price shall be subject to approval by
Buyer.

      


      2.3.          
 Determination
of Initial Purchase Price.

      


      (a)      
   Within 30 days following the Closing Date, Buyer shall prepare
and deliver to Seller a statement (the “Preliminary Closing
Statement”) setting forth (i) the Working Capital (as defined below) as
of the Closing Date (the “Closing Working
Capital”) and (ii) the Initial Purchase Price.

      


      (b)        
 Seller may review such statement and, within 10 days after the date of
such receipt, may deliver to Buyer a certificate setting forth its objections to
those items and amounts reflected in the Preliminary Closing Statement, together
with a summary of the reasons therefor and calculations which, in its view, are
necessary to eliminate such objections.  Any items and amounts not
identified and properly objected to by Seller in such certificate of objection
shall be deemed to have been agreed to by Seller.  If Seller fails to
deliver such certificate of objection within such 10-day period, the Preliminary
Closing Statement shall be deemed to have been accepted and agreed to by Seller
in the form in which it was delivered by Buyer and shall be final and binding
upon the parties as the “Closing Statement”
for purposes of this Agreement, and the determination of the Closing Working
Capital and the Initial Purchase Price set forth therein shall be final and
binding as the “Closing Working
Capital” and the “Initial Purchase
Price” for purposes of this Agreement.

      


      (c)        
 If Seller duly delivers a certificate of objection pursuant to Section 2.3(b), Buyer and
Seller shall use their reasonable efforts to resolve by written agreement (the
“Agreed Working
Capital Adjustments”), no later than 10 days following Buyer’s receipt of
such certificate, the disputed items or amounts identified in such
certificate.  If Buyer and Seller reach agreement in writing on such
disputed items or amounts, the Preliminary Closing Statement as adjusted by the
Agreed Working Capital Adjustments shall be final and binding as the “Closing Statement”
for purposes of this Agreement, and the determination of the Closing Working
Capital and the Initial Purchase Price set forth therein shall be final and
binding as the “Closing Working
Capital” and the “Initial Purchase
Price” for purposes of this Agreement.

      


      (d)     
    If any objections raised by Seller are not resolved by
Agreed Working Capital Adjustments within the 10-day period referred to in Section 2.3(c), then Buyer
and Seller shall promptly submit the objections that are then unresolved to the
Accounting Firm (as defined below), and the Accounting Firm shall be directed by
Buyer and Seller to resolve the unresolved objections (based solely on the
presentations by Buyer and by Seller as to whether any disputed items or amounts
had been determined in a manner consistent with the past practices of Seller and
its consideration of only those items or amounts in the Preliminary Closing
Statement as to which Seller has objected) as promptly as practicable and to
deliver written notice to each of Buyer and Seller setting forth its resolution
of the disputed items or amounts.  The Preliminary Closing Statement,
after giving effect to any Agreed Working Capital Adjustments and to the
resolution of disputed matters by the Accounting Firm, shall be final and
binding as the “Closing Statement”
for purposes of this Agreement, and the determination of the Closing Working
Capital and the Initial Purchase Price set forth therein shall be final and
binding as the “Closing Working
Capital” and the “Initial Purchase
Price” for purposes of this Agreement.  For purposes of this
Agreement, “Accounting
Firm” means an accounting firm that (i) is reasonably acceptable to Buyer
and Seller, (ii) has no material relationship with Buyer, Seller or their
respective Affiliates or other material conflict and (iii) agrees to undertake
the engagement for fees and expenses that are reasonably acceptable to both
Buyer and Seller.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (e)         
The parties hereto shall make available to Buyer, Seller and, if applicable, the
Accounting Firm, such books, records and other information (including work
papers) as any of the foregoing may reasonably request to prepare or review the
Preliminary Closing Statement or any matters submitted to the Accounting
Firm.  With respect to matters submitted to the Accounting Firm under
this Section
2.3, the fees and expenses of the Accounting Firm shall be borne by the
party (either Buyer or Seller) whose calculation of the Closing Working Capital
is further from the calculation of the Closing Working Capital as determined by
the Accounting Firm.  If the respective calculations of Buyer and
Seller are equally close to the calculation of the Closing Working Capital as
determined by the Accounting Firm, then the fees and expenses of the Accounting
Firm shall be borne equally, half by Buyer and half by Seller.

      


      (f)        
  If the Estimated Initial Purchase Price is greater than the Initial
Purchase Price, Seller and each of the Shareholders shall, within 10 business
days after the Closing Statement is finalized pursuant to this Section 2.3, make payment by
wire transfer to Buyer in immediately available funds of the amount of such
difference, together with interest at a rate of 7% per annum from the Closing
Date to the date of such payment.  If the Estimated Initial Purchase
Price is less than the Initial Purchase Price, Buyer shall, within 10 business
days after the Closing Statement is finalized pursuant to this Section 2.3, make payment by
wire transfer to Seller in immediately available funds of the amount of such
difference, together with interest at a rate of 7% per annum from the Closing
Date to the date of such payment.

      


      (g)          For
purposes of this Agreement, “Working Capital”
means, as of
any date of determination, the excess of the total current assets of Seller
included in the Purchased Assets as of such date over the total current
liabilities of Seller included in the Assumed Liabilities, determined on a basis
consistent with the past practices of Seller and consistent with the
methodologies, practices and principles used in the preparation of the Financial
Statements (except as otherwise provided in this definition and without regard
to any purchase accounting adjustments arising out of the transactions
contemplated hereby).  In determining the amount of such total current
assets and total current liabilities hereunder, (i) all accounting entries shall
be taken into account regardless of their amount and all known errors and
omissions corrected; (ii) all proper adjustments shall be made; (iii) the value
of accounts receivable shall (A) be reduced by the amount of a customary reserve
for uncollectible accounts and (B) exclude any accounts receivable from any
Affiliates (as defined in Section 5.18) of
Seller or either of the Shareholders; (iv) deferred tax assets shall be excluded
from the determination of total current assets; (v) accrued expenses shall
exclude amounts owed to either of the Shareholders or any Affiliates of either
of the Shareholders; and (vi) the items set forth in Schedule 2.3(g) shall
be pro-rated as of the Closing Date.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.4.         Incremental
Revenue Payment.

      


      (a)      
   As used in this Agreement, the following terms shall have the
meanings set forth below:

      


      (i)               
“Advantage
Reimbursement” means Advantage Reimbursement, Inc., a Massachusetts
corporation.

      


      (ii)              
“Advantage
Reimbursement APA” means that certain Asset Purchase Agreement dated as
of the date hereof by and among Advantage Reimbursement, LLC, Advantage
Reimbursement, Belhumeur and Pereira.

      


      (iii)             
“Combined
Revenue” means the sum of (A) the Healthcare Automation Revenue (as
defined below), plus (B) the Advantage Reimbursement Revenue (as defined in the
Advantage Reimbursement APA).

      


      (iv)            
“Healthcare Automation
Revenue” means the Revenue for the Period reflected in the Healthcare
Automation Revenue Report (each as defined below).

      


      (v)             
“Pro Rata
Fraction” means a value equal to the quotient of (A) the Healthcare
Automation Revenue reflected in the Healthcare Automation Revenue Report;
divided by (B) the Combined Revenue.

      


      (vi)           
 “Revenue”
means revenues recognized by Buyer, in accordance with Buyer’s revenue
recognition policies applied in a manner consistent with GAAP, with respect to
sales of the products and services sold by the Business as of the Closing Date,
including pursuant to any of the Assumed Contracts (as defined in Section 5.10
and, for the avoidance of doubt, specifically excluding any Advantage
Reimbursement Performed Contracts).

      


      (vii)          
 “Combined Credit
Amount” means the total amount of all refunds and credits paid or
credited by Buyer through the first anniversary of the Closing
Date  pursuant to the terms (as in effect on the Effective Date of the
Agreement) of the Assumed Contracts referenced in Schedule 2.4;
provided that Buyer has not materially reduced the number of personnel working
on implementation and support services for the acquired business.  For
the avoidance of doubt, a customer’s failure to pay a fee when due or scheduled
shall not be considered a refund or credit under the preceding
sentence.

      


      (b)         
As promptly as practicable following the first anniversary of the Closing Date
(but not later than 60 days after such date), Buyer shall prepare and deliver to
Seller a report (the “Preliminary Revenue Report”)
setting forth the amount of Revenue (as defined in Section 2.4(a))
recognized by Buyer during the period beginning on the Closing Date and ending
on the first anniversary of the Closing Date (the “Period”).  Buyer
shall also deliver to Seller an interim report in the form of the Preliminary
Revenue Report within 15 days of the end of each fiscal quarter during the
Period with respect to Revenue recognized by Buyer during the prior fiscal
quarter (each, an “Interim
Report”).  In addition, Buyer’s Chief Financial Officer shall,
upon receipt of reasonable prior notice, provide Seller with such information
relating to Revenue as Seller may reasonably request between Interim
Reports.  The Preliminary Revenue Report, but not any Interim Reports,
shall include financial statements and reports prepared by Buyer certified by
Buyer’s Chief Financial Officer supporting such calculation for such
period.  


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (c)        
 Promptly following receipt by Seller of the Preliminary Revenue Report,
Seller may review such report and, within 10 days after the date of such
receipt, may deliver to Buyer a certificate setting forth its objections to
those items and amounts reflected in the Preliminary Revenue Report, together
with a summary of the reasons therefor and calculations which, in its view, are
necessary to eliminate such objections.  Any items and amounts not
identified and properly objected to by Seller in such certificate of objection
shall be deemed to have been agreed to by Seller.  If Seller fails to
deliver such certificate of objection within such 10-day period, the Preliminary
Revenue Report shall be deemed to have been accepted and agreed to by Seller in
the form in which it was delivered by Buyer and shall be final and binding upon
the parties, and the determination of the amount of Revenue set forth therein
shall be final and binding as the “Healthcare Automation
Revenue Report” for purposes of this Agreement.

      


      (d)        
 If Seller duly delivers a certificate of objection pursuant to Section 2.4(c), Buyer and Seller
shall use their reasonable efforts to resolve by written agreement (the “Agreed Adjustments”),
no later than 10 days following Buyer’s receipt of such certificate, the
disputed items or amounts identified in such certificate.  If Buyer
and Seller reach agreement in writing on such disputed items or amounts, the
Preliminary Revenue Report as adjusted by the Agreed Adjustments shall be final
and binding as the “Healthcare Automation
Revenue Report” for purposes of this Agreement.

      


      (e)         
If any objections raised by Seller are not resolved by Agreed Adjustments within
the 10-day period referred to in Section 2.4(d), then Buyer and
Seller shall promptly submit the objections that are then unresolved to the
Accounting Firm (as defined in Section 2.3(d)) and the
Accounting Firm shall be directed by Buyer and Seller to resolve the unresolved
objections (based solely on the presentations by Buyer and by Seller as to
whether any disputed items or amounts had been determined in a manner consistent
with GAAP and its consideration of only those items or amounts in the
Preliminary Revenue Report as to which Seller has objected) as promptly as
practicable and to deliver written notice to each of Buyer and Seller setting
forth its resolution of the disputed items or amounts.  The
Preliminary Revenue Report, after giving effect to any Agreed Adjustments and to
the resolution of disputed matters by the Accounting Firm, shall be final and
binding as the “Healthcare Automation
Revenue Report” for purposes of this Agreement.

      


      (f)          
The parties hereto shall make available to Buyer, Seller and, if applicable, the
Accounting Firm, such books, records and other information (including work
papers) as any of the foregoing may reasonably request to prepare or review the
Preliminary Revenue Report, the calculation of the Combined Incremental Revenue
Payment or any matters submitted to the Accounting Firm.  With respect
to matters submitted to the Accounting Firm under this Section 2.4, the fees
and expenses of the Accounting Firm shall be borne by the party (either Buyer or
Seller) whose calculation of the Combined Incremental Revenue Payment is further
from the calculation of the Combined Incremental Revenue Payment as determined
by the Accounting Firm.  If the respective calculations of Buyer and
Seller are equally close to the calculation of the Combined Incremental Revenue
Payment as determined by the Accounting Firm, then the fees and expenses of the
Accounting Firm shall be borne equally, half by Buyer and half by
Seller.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (g)         
Promptly (but not later than 10 days) after the later to occur of (i) the
Healthcare Automation Revenue Report being finalized pursuant to this Section 2.4, and (ii)
the Advantage Reimbursement Revenue Report being finalized pursuant to Section
2.4 of the Advantage Reimbursement APA, Buyer shall pay to Seller, by wire
transfer of immediately available funds, an amount equal to the product of (A)
the Pro Rata Fraction, multiplied by (B) the amount by which (1) the Combined
Incremental Revenue Payment, exceeds (2) the Combined Credit Amount, calculated
in the manner described below:

      


      
        	
                 
      

              	
                (A)

              	
                The
      Combined Incremental Revenue Payment shall be $650,000, if the Combined
      Revenue is equal to or greater than $6,375,000, but less than or equal to
      $6,750,000.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      Combined Incremental Revenue Payment shall be $1,500,000, if the Combined
      Revenue is greater than $6,750,001.

              


      

      


      Any
payment required to be made by Buyer to Seller pursuant to this Section 2.4(g) shall be referred
to herein as the “Healthcare Automation
Incremental Revenue Payment.”  In no event shall the sum of the
Healthcare Automation Incremental Revenue Payment and the Advantage
Reimbursement Incremental Revenue Payment (as defined in the Advantage
Reimbursement APA) exceed $650,000 if the Combined Revenue is equal to or
greater than $6,375,000, but less than or equal to $6,750,000, and in no event
shall the sum of the Healthcare Automation Incremental Revenue Payment and the
Advantage Reimbursement Incremental Revenue Payment exceed $1,500,000 if the
Combined Revenue is greater than $6,750,001.

      


      (h)         
Until the date that is 10 days after the payment of the Healthcare Automation
Incremental Revenue Payment to Seller, if any, Buyer covenants and agrees to
maintain separate books and records in order to allow the Buyer and Seller to
accurately calculate Revenue and the Healthcare Automation Incremental Revenue
Payment.

      


      2.5.            Allocation
of Purchase Price.  The Healthcare Automation Purchase Price
shall be allocated $25,000 to tangible assets and the remainder to all of the
other purchased assets and covenants set forth herein.  The parties
agree that the allocations set forth in this Section 2.5 shall be
used by them and respected for all purposes including, without limitation,
income tax purposes, if in conformance with the rules and regulations of the
Internal Revenue Code of 1986, as amended (the “Code”), and that the
parties shall follow such allocations for all reporting purposes including,
without limitation, Form 8594 to be filed pursuant to the Code.

      


      ARTICLE
III

      


      ASSUMPTION OF
LIABILITIES

      


      3.1.           
Liabilities
to be Assumed by Buyer.  At the Closing, Buyer shall assume and
agree to perform and discharge when and as due the following liabilities and
obligations, and no others (the “Assumed
Liabilities”):


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (a)         
 subject to Section 3.3, all
liabilities and obligations that arise in connection with the operation of the
Business by Buyer after the Closing Date;

      


      (b)        
 all liabilities and obligations of Seller to be paid or performed after
the Closing Date arising in the ordinary course of the Business pursuant to any
of the Assumed Contracts, except (i) to the extent such liabilities and
obligations, but for a breach or default by Seller, would have been paid,
performed or otherwise discharged on or prior to the Closing Date or (ii) to the
extent the same arise out of any breach of contract, breach of warranty, tort,
infringement or violation of law; and

      


      (c)        
 All (i) trade payables of Seller, (ii) deferred revenue of Seller and
(iii) liabilities associated with Seller “paid time off,” provided that Buyer shall
only be required to assume liabilities referenced in clauses (i) – (iii) that
were incurred by Seller in the ordinary course of the Business and that are not
in excess of the amount of such liabilities traditionally incurred by Seller in
Seller’s past operation of the Business.

      


      3.2.            Liabilities
of Seller Not Assumed.  Except as specifically provided in
Section 3.1 hereof, Buyer
shall not assume, or in any way become liable for, any liabilities or
obligations of Seller, either of the Shareholders, or the Business of any kind
or nature, whether accrued, absolute, contingent or otherwise, or whether due or
to become due, or otherwise, whether known or unknown, arising out of events,
transactions or facts which shall have occurred, arisen or existed on or prior
to the Closing Date, which liabilities and obligations, if ever in existence,
shall continue to be liabilities and obligations of Seller or either of the
Shareholders, as the case may be.

      


      3.3.           
Liabilities
Associated with Advantage Reimbursement Performed
Contracts.  Notwithstanding Section 3.1, Buyer shall not
assume, or in any way become liable for, any liabilities or obligations of
Seller, either of the Shareholders, or the Business of any kind or nature,
whether accrued, absolute, contingent or otherwise, or whether due or to become
due, or otherwise, whether known or unknown, arising out of the Advantage
Reimbursement Performed Contracts.  All liabilities and obligations
that arise in connection with Advantage Reimbursement Performed Contracts after
the Closing Date shall be assumed by Advantage Reimbursement, LLC.

      


      ARTICLE
IV

      


      CLOSING

      


      4.1.            Closing
Date.  The consummation of the transactions contemplated by
this Agreement (the “Closing”) shall take place at such place as is mutually
agreeable to Buyer and Seller, which may include closing via mail, at 10:00 a.m.
local time, with a closing date of December 15, 2009, or such other date and
time as is mutually agreeable to Buyer and Seller (the “Closing
Date”).  The Closing shall be deemed to have become effective as of
the close of business on the Closing Date.

      


      4.2.           
Payment
of Estimated Initial Purchase Price.  At the Closing, Buyer
shall pay to Seller the Estimated Initial Purchase Price less the aggregate HAI
Unassigned Contract Holdback Amount (as defined in Section 8.4), if
applicable, by wire
transfer of immediately available funds to a bank account in the United States
specified by Seller in writing to Buyer at least two business days prior to the
Closing.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.3.          
  Buyer’s
Additional Deliveries.  At the Closing, Buyer shall deliver to
Seller all of the following:

      


      (a)         
a certificate of the secretary or an assistant secretary of Buyer, dated the
Closing Date, in form and substance reasonably satisfactory to Seller, as to:
(i) the resolutions of the board of directors of Buyer authorizing the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby; and (ii) the incumbency and signature of the officer(s) of
Buyer executing this Agreement;

      


      (b)        
 the certificate of Buyer contemplated by Section 9.1, duly executed by
an authorized officer of Buyer;

      


      (c)          Employment
Agreements in the form attached hereto as Exhibits E-1 and E-2,
duly executed by Buyer;

      


      (d)        
 the (i) Mediware Assignment and Assumption Agreement (as defined in Section 4.4(h)) duly
executed by Buyer, and (ii) the Advantage Reimbursement, LLC Assignment and
Assumption Agreement (as defined in Section 4.4(h)), duly
executed by Advantage Reimbursement, LLC; and

      


      (e)        
 the Indemnification Agreement (as defined in Section 4.4(k)), duly
executed by Buyer and Advantage Reimbursement, LLC.

      


      .

      


      4.4.            
Seller’s
Deliveries.  At the Closing, Seller shall deliver to Buyer or
Advantage Reimbursement, LLC, as applicable, all of the following:

      


      (a)       
  a copy of the Certificate of Incorporation of Seller certified as of
a recent date by the Secretary of State of the State of Delaware;

      


      (b)         
a certificate of good standing of Seller issued as of a recent date by the
Secretary of State of the State of Delaware;

      


      (c)        
 a certificate of the Chief Executive Officer of Seller, dated the Closing
Date, in form and substance reasonably satisfactory to Buyer, as to: (i) no
amendments to the Certificate of Incorporation of Seller since a specified date;
(ii) the Bylaws of Seller; (iii) the resolutions of the Shareholders and board
of directors of Seller authorizing the execution, delivery and performance of
this Agreement and the transactions contemplated hereby; and (iv) incumbency and
signature of the officer of Seller executing this Agreement;

      


      (d)        
 the certificates of Seller and each of the Shareholders contemplated by
Sections 8.1 and 8.2, duly executed by an
authorized officer of Seller and each of the Shareholders,
respectively;

      


      (e)         
 the Bill of Sale, in the form attached hereto as Exhibit A (the “Bill of Sale”) duly
executed by Seller;

      


      (f)         
 the General Assignment, in the form attached hereto as Exhibit B (the “General Assignment”),
duly executed by Seller.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (g)         (i)
the Assignment and Assumption Agreement, in the form attached hereto as Exhibit C (the “Mediware Assignment and
Assumption Agreement”), and (ii) the Assignment and Assumption Agreement,
in the form attached hereto as Exhibit D (the “Advantage Reimbursement, LLC
Assignment and Assumption Agreement”), each duly executed by
Seller;

      


      (h)       
  all consents, waivers or approvals obtained by Seller with respect
to the Purchased Assets, the Advantage Reimbursement Performed Contracts or the
consummation of the transactions contemplated by this Agreement;

      


      (i)           
Employment Agreements in the forms attached hereto as Exhibit E-1 and E-2,
duly executed by the applicable individuals;

      


      (j)          
 the Indemnification Agreement, in the form attached hereto as Exhibit F (the “Indemnification
Agreement”), duly executed by Seller, Advantage Reimbursement, Pereira
and Belhumeur.

      


      (k)        
  certificates of title or origin (or like documents) with respect to
any equipment included in the Purchased Assets for which a certificate of title
or origin is required in order to transfer title;

      


      (l)        
  assignments, in recordable form, with respect to each of the
Copyrights, Patents, and trademarks included in the Purchased Assets, duly
executed by Seller and in form and substance reasonably satisfactory to
Buyer;

      


      (m)       
  evidence, in form and substance reasonably satisfactory to Buyer, of
the release of all Liens on the Purchased Assets;

      


      (n)          an
opinion of Seller’s legal counsel, dated the Closing Date, in the form of Exhibit G
hereto;

      


      (o)        
 tax clearance certificates from the State of Rhode Island and the
Commonwealth of Massachusetts, as applicable, which show that Buyer is not
required to withhold any portion of the Healthcare Automation Purchase Price to
satisfy any unpaid tax liabilities of Seller;

      


      (p)        
 such other bills of sale, assignments and other instruments of transfer or
conveyance as Buyer or Advantage Reimbursement, LLC may reasonably request or as
may be otherwise necessary to evidence and effect the sale, assignment,
transfer, conveyance and delivery of the Purchased Assets to Buyer or the
assignment of the Advantage Reimbursement Performed Contracts to Advantage
Reimbursement, LLC; and

      


      (q)        
  the Domain Name Transfer Agreement, in the form attached hereto as
Exhibit H (the
“Domain
Agreement”) duly executed by Seller.

      


      4.5.           Further
Assurances.  If at any time after the Closing Date, Buyer
or Advantage Reimbursement, LLC shall consider or be advised that any further
deeds, assignments or assurances in law or any other acts are necessary,
desirable or proper to (a) vest, perfect or confirm, of record or otherwise, in
Buyer, the title to the Purchased Assets, (b) complete the assignment of the
Advantage Reimbursement Performed Contracts to Advantage Reimbursement, LLC or
(c) otherwise carry out the purposes of this Agreement, Seller and each of the
Shareholders agree that they shall execute and deliver all such deeds,
assignments and assurances in law and do all acts reasonably necessary,
desirable or proper to vest, perfect and confirm title to such Purchased Assets
in Buyer, complete the assignment of the Advantage Reimbursement Performed
Contracts to Advantage Reimbursement, LLC and otherwise to carry out the
purposes of this Agreement and the transactions contemplated by this Agreement
and the expense of the foregoing shall be borne as provided in Section
13.3 hereof.  In addition, from and after the
Closing Date, Seller will promptly deliver or cause to be delivered to Buyer or
Advantage Reimbursement, LLC, as applicable, all payments received by or on
account of Seller to which Buyer or Advantage Reimbursement, LLC is entitled
hereunder, and Buyer or Advantage Reimbursement, LLC, as applicable, will
promptly deliver or cause to be delivered to Seller all payments received by or
on account of Buyer or Advantage Reimbursement, LLC, as applicable, to which
Seller is entitled hereunder, in either case within 30 days of receipt by the
party not entitled thereto.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
V

      


      REPRESENTATIONS AND
WARRANTIES OF SELLER AND THE SHAREHOLDERS

      


      Seller
and each of the Shareholders, jointly and severally, represent and warrant to
Buyer and Advantage Reimbursement, LLC as follows:

      


      5.1.            Organization
of Seller.  Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, with full
power and authority to enter into this Agreement and to perform its obligations
hereunder.    Seller has full corporate power and authority
to own or lease and to operate and use the Purchased Assets and to carry on the
Business as now conducted.

      


      5.2.           
Authorization,
Execution and Enforceability.  This Agreement and each other
certificate, agreement, document or instrument to be executed and delivered by
Seller or either of the Shareholders in connection with the transactions
contemplated by this Agreement (collectively, the “Seller Ancillary
Documents”) have been duly executed and delivered by Seller and each of
the Shareholders and constitute the valid and legally binding agreements of
Seller and each of the Shareholders, as the case may be, enforceable against
Seller and each of the Shareholders in accordance with their respective
terms.  The execution, delivery and performance of this Agreement and
the Seller Ancillary Documents and the consummation of the transactions
contemplated by this Agreement and the Seller Ancillary Documents have been duly
authorized by all necessary corporate action on the part of Seller.

      


      5.3.            Absence
of Restrictions and Conflicts.  Except as disclosed in Schedule 5.3, the
execution, delivery and performance of this Agreement and the Seller Ancillary
Documents, the consummation of the transactions contemplated by this Agreement
and the Seller Ancillary Documents and the fulfillment of and compliance with
the terms and conditions of this Agreement and the Seller Ancillary Documents do
not, (a) conflict with or result in any breach of any term or provision of the
formation documents of Seller, (b) with or without the passing of time or the
giving of notice or both, violate or conflict with, constitute a breach of or
default (or give rise to any right of termination, amendment or cancellation)
under, result in the loss of any benefit under or permit the acceleration of any
obligation under, any Assumed Contract or any of the Advantage Reimbursement
Performed Contracts, or result in the creation of any Lien on any of the
Purchased Assets pursuant to, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, lease, license, contract, agreement or other
obligation to which Seller or either of the Shareholders is a party or by which
any of their properties or assets may be bound, or (c) violate any judgment,
decree or order of any Governmental Authority (as defined below) to which Seller
is a party or by which Seller, either of the Shareholders or any of their
respective properties is bound or any statute, law, rule or regulation
applicable to Seller or either of the Shareholders.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, arbitrator, governmental agency or public or regulatory unit,
agency, body or authority of the United States, any foreign country or any
domestic or foreign state, county, city or other political subdivision thereof
(each a “Governmental
Authority”) with respect to Seller or either of the Shareholders is
required in connection with the execution, delivery or performance of this
Agreement or the Seller Ancillary Documents by Seller or either of the
Shareholders, or the consummation of the transactions contemplated by this
Agreement or the Seller Ancillary Documents by Seller or either of the
Shareholders.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      5.4.           
No
Interest in Other Entities.  The Purchased Assets do not include, and
Seller does not own, any equity interest (by stock ownership, partnership
interest, limited liability company interest, joint venture interest or
otherwise) in any other corporation, partnership, limited liability company,
joint venture, firm, association or business enterprise.

      


      5.5.           
Ownership
of Assets and Related Matters.

      


      (a)      
   Real
Property.  The Purchased Assets do not include and Seller does
not own, any real property.  Schedule 5.5(a) sets
forth a list and brief description of each lease or similar agreement (showing
the parties thereto, annual rental, expiration date, renewal and purchase
options, if any, the improvements thereon, the uses being made thereof, and the
location and the legal description of the real property covered by such lease or
other agreement) (“Real Property
Leases”) under which Seller is lessee of, or holds or operates, any real
property owned by any third party (the “Leased Real
Property”).  Except as set forth in such Schedule, Seller has
the right to quiet enjoyment of all the Leased Real Property for the full term
of the lease or similar agreement (and any renewal option related thereto)
relating thereto, and the leasehold or other interest of Seller in the Leased
Real Property is not subject or subordinate to any Liens.  Neither the
whole nor any part of any real property leased, used or occupied by Seller is
subject to any pending suit for condemnation or other taking by any Governmental
Authority, and, to the knowledge of Seller, no such condemnation or other taking
is threatened or contemplated.

      


      (b)         
Personal Property
Leases.  Schedule 5.5(a) sets
forth a correct and complete list of all leases and agreements of Seller
granting Seller possession of or rights to personal property (the “Personal Property
Leases”).  Seller has heretofore delivered to Buyer correct and
complete copies of all the Personal Property Leases.  Except as
otherwise noted on Schedule 5.5(a), all
of the Personal Property Leases are valid and enforceable in all respects in
accordance with their respective terms with respect to Seller and, to the
knowledge of Seller, any other party thereto.  Except as otherwise
noted in Schedule
5.5(a), there is not, with respect to the Personal Property Leases, any
existing default, or event of default, or event which with or without due notice
or lapse of time or both would constitute a default or an event of default, on
the part of Seller or, to the knowledge of Seller, any other party
thereto.  Seller has peaceful and undisturbed physical possession of
all equipment and other assets that are covered by the Personal Property
Leases.

      


      (c)        
 No Third Party
Options.  There are no existing agreements, options,
commitments or rights with, of or to any Person (other than Buyer pursuant to
this Agreement) to acquire any assets, properties or rights included in the
Purchased Assets or the Advantage Reimbursement Performed Contracts, or any
interest therein.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d)        
 Ownership;
Sufficiency of Assets.  Seller has, and will transfer to Buyer
on the Closing Date, good and valid, legal and beneficial title to the Purchased
Assets, free and clear of all mortgages, liens, pledges, security interests,
charges, easements, leases, subleases, licenses and other occupancy
arrangements, covenants, rights of way, options, claims, restrictions, or
encumbrances of any kind other than the Assumed Liabilities (collectively,
“Liens”).  Seller
will transfer to Advantage Reimbursement, LLC on the Closing
Date,  all right, title and interest (either Seller or Advantage
Reimbursement, Inc. has good and valid, legal and beneficial title) to the
Advantage Reimbursement Performed Contracts, free and clear of all
Liens.  The Purchased Assets constitute all the assets and properties
used by Seller, and necessary to permit Buyer to conduct the operations of the
Business in accordance with the past practices of Seller.

      


      (e)        
 Accounts
Receivable.  Seller has delivered to Buyer a schedule of
Seller’s accounts receivable as of October 31, 2009(the “Receivables”) showing
the amount of each receivable and an aging of amounts due thereunder, which
schedule is true and complete as of that date.  Except as set forth in
Schedule
5.5(e), to the knowledge of Seller, the debtors to which the Receivables
relate are not in or subject to a bankruptcy or insolvency proceeding, and none
of the Receivables have been made subject to an assignment for the benefit of
creditors.  All of the Receivables (i) arose from bona fide
transactions in the ordinary course of business, (ii) have been executed on
terms consistent with Seller’s past practice and (iii) are valid, existing and
collectible within 90 days without resort to legal proceedings or collection
agencies, (iv) represent monies due for services rendered in the ordinary course
of business and (v) are not subject to any refunds or , except as set forth in
Schedule
5.5(e),  adjustments or any defenses, rights of set-off,
assignment, restrictions, security interests or other
encumbrances.  Except as set forth in Schedule 5.5(e), all
of the Receivables are current, and there are no disputes regarding the
collectibility of any such Receivables.  None of the Receivables have
been factored, pledged, turned over for collection or assigned to any
Person.

      


      (f)         
 Condition of Tangible Assets.  Except as set forth on Schedule 5.5(f), the
Tangible Assets included in the Purchased Assets are in good operating condition
(which is sufficient for the Business to continue to operate as it has operated
prior to the Closing Date), ordinary wear and tear excepted.  The
quantity of all such equipment and tangible property included in the Purchased
Assets are reasonable and customary for the Business.

      


      5.6.         
   Financial
Statements; Undisclosed Liabilities.  Schedule 5.6 contains
(i) the unaudited balance sheet of Seller as of December 31, 2008 (the “Balance Sheet Date”)
and the related statement of income for the year then ended, and (ii) the
unaudited balance sheet of Seller as of October 31, 2009 (the “Interim Balance
Sheet”) and the related year-to-date statement of income, in each case
together with the appropriate notes, if any, to such financial
statements.  Except as set forth therein or in the notes thereto, such
balance sheets and statements of income (collectively, the “Financial
Statements”) have been consistently with the past practices of Seller,
and such balance sheets and related statements of income present fairly the
financial position and results of operations of the Seller as of their
respective dates and for the respective periods covered
thereby.  Seller does not have any liabilities or obligations (direct
or indirect, contingent or absolute, matured or unmatured) of any nature
whatsoever, whether arising out of contract, tort, statute or otherwise, which
are not (A) reflected, reserved against or given effect to in the Interim
Balance Sheet or (B) set forth in Schedule
5.6.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      5.7.          
 Operations
Since Balance Sheet Date.  Except as set forth in Schedule 5.7, since
the Balance Sheet Date, Seller has conducted the Business only in the ordinary
course and in conformity with past practice and there has been (i) no damage,
destruction, loss or claim, whether or not covered by insurance, or condemnation
or other taking adversely affecting any of the Purchased Assets or the Advantage
Reimbursement Performed Contracts; and (ii) no material adverse effect on the
financial condition, operations, or results of operations of the Business, taken
as a whole.

      


      5.8.           
Legal
Proceedings.  Except as set forth
in Schedule 5.8, there are no suits, actions, claims, proceedings or
investigations (collectively, “Proceedings”) pending or, to the
knowledge of Seller, threatened against, relating to or involving Seller, the
Business, or any of Seller’s officers or directors (acting in their capacity as
such) before any Governmental Authority nor, to the knowledge of Seller, is
there any basis for any such Proceeding.  There is no judgment,
decree, injunction, citation, settlement agreement, rule or order of any
Governmental Authority outstanding against Seller.

      

        5.9.           
Licenses,
Permits and Compliance with Law.  Schedule 5.9 is a true and complete
list of all notifications, licenses, permits (including environmental,
construction and operation permits), franchises, certificates, approvals,
exemptions, classifications, registrations and other similar documents and
authorizations, and applications therefor issued by, or submitted by Seller to,
any Governmental Authority (collectively, the “Permits”) relating to the conduct of
the Business.  Seller owns or possesses all of the Permits necessary
to carry on the Business as currently conducted and as presently proposed to be
conducted, each of which is reflected on Schedule 5.9.  Except as set
forth in Schedule 5.9,
each of the Permits is valid, subsisting and in full force and effect and
may be assigned and transferred to Buyer in accordance with this Agreement and
will continue in full force and effect thereafter, in each case without (x) the
occurrence of any breach, default or forfeiture of rights thereunder, or (y) the
consent, approval, or act of, or the making of any filing with, any Governmental
Authority.  The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not adversely affect any Permit.  Seller has
taken all necessary action to maintain each Permit.  No loss or
expiration of any Permit is threatened, pending, or reasonably foreseeable
(other than expiration upon the end of any term).  Except as set forth
in Schedule 5.9, Seller is (and
has been at all times during the past five years) in compliance with all
applicable laws (including all laws and regulations under Title XVIII of
the Social Security Act (Medicare) (“Medicare”), Title XIX of the Social Security Act (Medicaid) (“Medicaid”) and Title XXI of the
Social Security Act (The State Children’s Health
Insurance Program), and all applicable laws relating to privacy, zoning,
environmental matters and the safety and health of employees), ordinances,
regulations and orders of all Governmental
Authorities.  Neither Seller, nor any of officers, employees or
other contracted staff (collectively referred to in this paragraph as “employees”) has been
or is about to be excluded from participation in any Federal Health Care Program
(as defined herein). The listing of Seller or any of its employees on (a) the
United States Department of Health and Human Services Office of Inspector
General’s List of Excluded Individuals/Entities, (b) the United States General
Services Administration’s Lists of Parties Excluded From USA Federal Procurement
& Nonprocurement Programs, (c) any state Medicaid exclusion list, or (d) the
Office of Foreign Assets Control’s Specially Designated Nationals and Blocked
Persons list, shall constitute “exclusion” for
purposes of this paragraph.  For the purpose of this paragraph, the
term "Federal Health
Care Program" means the Medicare program, the Medicaid program, TRICARE,
any health care program of the Department of Veterans Affairs, the Maternal and
Child Health Services Block Grant program, any state social services block grant
program, any state children’s health insurance program, or any similar
program.

         

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    5.10.          Assumed
Contracts.  Schedule 5.10(a) sets forth, as of the
Closing Date, (a) a complete and correct list, organized by type of agreement,
of all contracts (including Real Property Leases and Personal Property Leases)
to which Seller is a party and which are currently in effect, other than the
Advantage Reimbursement Performed Contracts (the “Assumed Contracts”), and (b) a
complete and correct list of all consents or notices required to be obtained or
given under the contracts listed on Schedule 5.10(a) in connection with
this Agreement.  Schedule
5.10(b) sets forth, as of the Closing Date, all the Advantage
Reimbursement Performed Contracts, and (b) a complete and correct list of all
consents or notices required to be obtained or given under the contracts listed
on Schedule 5.10(b) in
connection with this Agreement.  Complete and correct copies of all
Assumed Contracts have been delivered to Buyer.  Complete and correct
copies of all Advantage Reimbursement Performed Contracts have been delivered to
Advantage Reimbursement, LLC.   The Assumed Contracts and the
Advantage Reimbursement Performed Contracts and are in full force and effect and
are valid and enforceable in accordance with their respective terms with respect
to Seller and, to the knowledge of Seller, each other party
thereto.  Except as set forth in Schedule 5.10, there is not, with
respect to the Assumed Contracts or the Advantage Reimbursement Performed
Contracts, any existing default, or event of default, or event which with or
without due notice or lapse of time or both would constitute a default or event
of default, on the part of Seller or, to the knowledge of Seller, any other
party thereto.

    


    5.11.          Taxes.  Seller has filed when due or within proper
extensions of time all federal, state, and local tax returns and reports
required to be filed by Seller or with respect to the Business, and Seller has
paid when due or within proper extensions of time all federal, state and local
taxes due with respect to the income, employment, sales, operations, or
properties of Seller.

    


    5.12.           Employees.  Schedule 5.12 contains a true and
complete list of all of Seller Personnel (as defined in Section 5.13(a)) as of the date hereof
who have performed services attributable to the Business, specifying their
annual salary, hourly wages, scheduled hours to work per week, position, status,
length of service, location of employment, consulting or other independent
contractor fees and the allocation of amounts paid and other benefits provided
to each of them, respectively, together with an appropriate notation next to the
name of any such employee on such list who is subject to any written employment
agreement or any other written term sheet or other document describing the terms
and/or conditions of employment of such employee or of the rendering of services
by such independent contractor.  Seller has received no claim from any
Governmental Authority to the effect that it has improperly classified as an
independent contractor any Person named on Schedule 5.12.  Seller has
made no verbal commitments to any such officers, employees or former employees,
consultants or independent contractors with respect to compensation, promotion,
retention, termination, severance or similar matters in connection with the
transactions contemplated by this Agreement or otherwise.  Except as
indicated on Schedule 5.12, all
employees of Seller are actively at work on the date hereof.

    


    5.13.          Employee
Benefit Plans.  Except as set
forth in Schedule
5.13:

    


    (a)         There are no deferred compensation, incentive
compensation, equity compensation plans, “welfare” plans, funds or programs
(within the meaning of Section 3(1) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”)), “pension” plans, funds or
programs (within the meaning of Section 3(2) of ERISA), other employee benefit
plans, funds, programs, agreements or arrangements, in any case, that are
sponsored, maintained or contributed to or required to be contributed to by
Seller or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with
Seller would be deemed a “single employer” within the meaning of Section 4001(b)
of ERISA, or to which Seller or an ERISA Affiliate is party, whether written or
oral, for the benefit of any employee (whether full-time, part-time or
otherwise) or former employee of Seller (individually, a “Benefit Plan,” and collectively, the
“Benefit Plans”) that would in
any way require or bind Buyer to make any payments to any employee or
contractor, or former employee or contractor, of Seller (collectively, “Seller Personnel”) in connection with
Buyer’s hiring of or engaging any such Seller Personnel under any
circumstances.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (b)       
  There are no employment, termination,
retention, change in control or severance agreements to which Seller or an ERISA
Affiliate is a party, whether written or oral, for the benefit of any employee
or former employee of Seller (“Employment Contracts”) that would in
any way require or bind Buyer to make any payments to any Seller Personnel in
connection with Buyer’s hiring of or engaging any such Seller Personnel under
any circumstances.

    


    (c)        
 No liability under Title IV or Section 302
of ERISA has been incurred by Seller or an ERISA Affiliate that has not been
satisfied in full, and no condition exists that presents a risk to Buyer or any
ERISA Affiliate of incurring any such liability that would in any way require or
bind Buyer to make any payments to any Seller Personnel in connection with
Buyer’s hiring of or engaging any such Seller Personnel under any
circumstances.

    


    (d)       
  No Benefit Plan is a “multiemployer
pension plan,” as defined in Section 3(37) of ERISA, nor is any Benefit Plan a
plan described in Section 4063(a) of ERISA that would in any way require or bind
Buyer to make any payments to any Seller Personnel in connection with Buyer’s
hiring of or engaging any such Seller Personnel under any
circumstances.

    


    (e)         
The consummation of the transactions contemplated
by this Agreement will not, either alone or in combination with another event,
(i) entitle any current or former employee or officer of Seller to severance
pay, unemployment compensation or any other payment, or (ii) accelerate the time
of payment or vesting, or increase the amount of compensation due any such
employee or officer.

    


    (f)         
There are no Benefit Plans or Employment Contracts
that provide medical, surgical, hospitalization, death or similar benefits
(whether or not insured) for employees or former employees of Seller for periods
extending beyond their retirement or other termination of service, other than
(i) coverage mandated by applicable law, (ii) death benefits under any “pension
plan,” or (iii) benefits the full cost of which is borne by the current or
former employee (or his beneficiary).

    


    5.14.          Labor
Relations.  Except as set forth
in Schedule
5.14:

    


    (a)          Seller has engaged in no unfair labor practice within
the meaning of the National Labor Relations Act or state law equivalent, and
there exists no pending or, to the knowledge of Seller, threatened unfair labor
practice charges or race, color, religion, sex, national origin, age or
disability discrimination charges against Seller before any board, department,
commission or agency;

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (b)          there are no existing or, to the knowledge of Seller,
threatened (i) labor strikes, (ii) grievances, (iii) representation questions
respecting any employees of Seller, or (iv) arbitration procedures arising out
of or under any union contract covering employees of Seller;
and

    


    (c)        
  Seller is not a party to any
collective bargaining agreement or other labor union contract applicable to
persons employed by Seller.

    


    5.15.          Insurance.  Schedule 5.15 sets forth a correct and
complete list of current insurance policies and coverages carried by or for the
benefit of Seller.  All such policies are in full force and effect and
all premiums due and payable in respect thereof have been paid.  Since
the respective dates of such policies, no notice of cancellation or non-renewal
with respect to any such policy has been received by Seller.  Schedule 5.15 sets forth a list of all
pending claims with respect to all such policies.

    


    5.16.          Intellectual
Property.

    


    (a)          
Definition of Intellectual
Property.  The term “Intellectual Property”
means:

    


    (i)             
 all business names, trade names, registered
and unregistered trademarks (including common law marks), trade dress, service
marks, and Internet domain names, URLs, and IP addresses (including all goodwill
therein, and all U.S. federal, state and foreign registrations with respect to
any of the foregoing, and applications for registration of any of the foregoing)
(collectively, “Marks”);

    


    (ii)             
 all patents (including all reissues,
divisions, continuations, continuations in part, and extensions thereof), design
rights, patent applications, and file histories (collectively, “Patents”);

    


    (iii)           
  all copyrights, whether or not
registered, in both published and unpublished works (including all U.S. and
foreign registrations and applications for registration of the foregoing) and
moral rights thereof (collectively, “Copyrights”);

    


    (iv)           
 all software (in all forms and in all media)
of any computing device, including (A) any and all software implementations of
algorithms, models and methodologies, (B) software under development, (C)
software that has been sunset or no longer being supported or enhanced, (D) the
computer software supporting any Internet site(s), (E) software used to develop
other software or internet sites, and (F) software for internal operations
(collectively, “Software”);

    


    (v)              
all data, compilations of data and databases (in
all forms and in all media), and all database rights therein (collectively,
“Data
Rights”);

    


    (vi)          
  all descriptions, flow-charts, work
product, programmers’ notes, schematics, specifications, project plans, listing,
scripts, software tools, release notes, logic diagrams, pseudocode, project
reports, lists of third party software, assembly, linking and compilation
instructions, end user documentation, IT personnel documentation, training
materials, manuals, system documentation and similar information suitable and
sufficient to enable a person possessing reasonable skill and expertise in
computer software and information technology to design, plan, organize, develop,
install, build, load, operate, support, maintain, modify, improve, correct
errors to, enhance, and distribute the Software and any databases containing
Data (as defined in Section 5.16(n)) (collectively, “Documentation”);
and

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (vii)        
   all other know-how, Trade
Secrets (as defined in Section
10.1), Confidential Information (as defined in Section 10.1), customer lists,
technical documentation, technical information, data, technology, research
records, inventions, plans, ideas, drawings, schematics, compilations, devices,
formulas, designs, discoveries, prototypes, methods, techniques, processes,
procedures, programs, or codes, whether tangible or
intangible.

    


    (b)         
Ownership
and Use of Intellectual Property.  Seller owns, or has the
right to use pursuant to licenses, sublicenses, agreements, or permissions, all
Intellectual Property used by the Business currently and as presently proposed
to be conducted.  The consummation of the transactions provided for
under this Agreement will not result in the loss or impairment of any such
Intellectual Property.  Each item of Intellectual Property used by the
Business will be owned or available for use by Buyer on identical terms and
conditions immediately subsequent to the Closing Date.  Seller has taken all necessary and desirable actions to
maintain and protect each item of Intellectual Property used by the Business,
including the making of all filings and recordations with respect to such
Intellectual Property as required in order to maintain and protect its interests
in such Intellectual Property.

    


    (c)       
  Infringement of Third Party Intellectual
Property Rights.  Seller has not interfered with, infringed
upon, misappropriated, or otherwise come into conflict with any Intellectual
Property rights of third parties.  Seller has not received any charge,
complaint, claim, demand, or notice alleging any such interference,
infringement, misappropriation, or violation (including any claim that Seller
must license or refrain from using any Intellectual Property rights of any third
party).  Buyer will not interfere with, infringe upon, misappropriate,
or otherwise come into conflict with, any Intellectual Property rights of third
parties as a result of the continued operation of the Business as conducted on
the Closing Date and as presently proposed to be conducted.

    


    (d)       
  Infringement of Seller Intellectual Property
Rights.  To the Seller’s knowledge, no third party (including
any present or former employee, consultant, or shareholder) has interfered with,
infringed upon, misappropriated, or otherwise come into conflict with any
Intellectual Property rights of Seller.

    


    (e)       
  Owned Intellectual
Property.  Schedule
5.16(e) lists each Mark, Patent and Copyright owned by Seller with
respect to any of its Intellectual Property used by the
Business.  Seller has delivered to Buyer correct and complete copies
of all registrations or applications for such Marks, Patents and Copyrights (as
amended to date) and has made available to Buyer correct and complete copies of
all other written documentation evidencing ownership and prosecution (if
applicable) of each such item.  Schedule 5.16(e) also identifies all
Software owned by Seller (whether or not the Copyright therein has been
registered).  With respect to each item of Intellectual Property
required to be identified in Schedule
5.16(e):

    


    (i)              
 Seller possesses all right, title, and
interest in and to the item, free and clear of any and all
Liens.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (ii)             
 The item is not subject to any outstanding
injunction, judgment, order, decree, ruling, or charge.

    


    (iii)           
  No action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand is pending or threatened
which challenges the legality, validity, enforceability, use, or ownership of
the item.

    


    (iv)           
 Seller is under no obligation to grant any
right, license or permission to use, or with respect to, any of the Intellectual
Property other than as set forth on Schedule 5.16(k).

    


    (v)             
No (A) government funding; (B) facilities of a
university, college, other educational institution or research center; or (C)
funding from any Person (other than funds received in consideration for Seller’s
capital stock or ownership interests or from Customers (as defined in Section 5.19)) was used in the
development of the item.  To Seller’s knowledge, no current or former
employee, consultant or independent contractor of Seller, who was involved in,
or who contributed to, the creation or development of the item, has performed
services for the government, university, college or other educational
institution or research center during a period of time during which such
employee, consultant or independent contractor was also performing services for
Seller.

    


    (f)           Patents.  With respect to
the Patents required to be disclosed on Schedule 5.16(e):

    


    (i)              
Each issued Patent is in compliance with all
applicable requirements (including the payment of filing, examination and
maintenance fees and proofs of working or use), and, except with respect to each
application for a Patent that has not yet been issued, is valid, subsisting,
enforceable and in full force and effect.

    


    (ii)            
  No Patent has been or is now involved
in any interference, reissue, reexamination or opposition proceeding, there is
no potentially interfering patent or patent application of any third party;
there are no inventorship disputes with respect to the Patents concerning any
named or unnamed inventors; and the validity and scope of the rights under the
Patents and Seller’s rights and title thereto or rights therein have not been
questioned in any prior litigation, are not being questioned in any pending
litigation, and are not the subject of any threatened or proposed litigation
(and Seller has not received notice of any such threatened or proposed
litigation).

    


    (g)         
 Marks.  With respect to the
Marks required to be disclosed on Schedule 5.16(e):

    


    (i)              
All Marks that have been registered with the
United States Patent and Trademark Office are currently in compliance with all
formal legal requirements (including the timely post-registration filing of
affidavits of use and incontestability and renewal applications), are valid,
subsisting and enforceable, and are not subject to any maintenance fees or taxes
or actions falling due within one year after the date
hereof.

    


    (ii)          
   No Mark has been or is now
involved in any opposition, invalidation, or cancellation proceeding and no such
action or proceeding is threatened with respect to any of the
Marks.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (iii)            
All materials displaying the Marks bear the proper
federal registration notice where permitted or required by
law.

    


    (h)        
 Copyrights.  With respect to the
Copyrights required to be disclosed in Schedule 5.16(e), Seller is in
compliance with all legal requirements applicable to all registrations of the
Copyrights, and all such registrations of the Copyrights are valid, subsisting
and enforceable, and are not subject to any maintenance fees or taxes or actions
falling due within one year after the date hereof.  All works have
been marked with appropriate copyright notices.

    


    (i)          
Software.  All Software owned, used or
licensed by Seller performs in accordance with its specifications in all
material respects.  Such Software operates without material
malfunctions or design failures and does not fail to provide the appropriate
results when used; provided that Seller does not represent that the Software is
error free or operates without defects..  With respect to the Software
required to be identified on Schedule
5.16(e):

    


    (i)              
 Such Software was either (A) developed by
employees of Seller within the scope of their employment or (B) developed by
independent contractors or consultants who have assigned all of their rights in
and to the Software to Seller pursuant to written
agreements.

    


    (ii)            
  Seller does not have any obligation to
provide maintenance or support services with respect to any such Software to any
third party (except with respect to those listed in Schedule 5.10).

    


    (iii)            
Except as identified in Schedule 5.16(i)(iii), Seller has not
entered into any source code escrow or similar arrangement under which a third
party does, or could in the future upon the occurrence of certain events, have
the right to obtain the source code for any such Software.

    


    (iv)           
 The Documentation and source code for such
Software has been developed and is as  accurate in all material
respects.  The source code and Documentation relating to such Software
(A) has at all times been maintained in strict confidence, (B) has been
disclosed only to employees who have a need to know in connection with the
performance of their duties to Seller, and who have executed appropriate
nondisclosure agreements as contemplated in Section 5.16(j)(ii) hereof, and (C)
has not been disclosed to any third party not under an obligation to maintain
the confidential nature of such information.

    


    (j)           
Trade Secrets.

    


    (i)              
Seller has taken all reasonable precautions to
protect the secrecy, confidentiality, and value of its Trade
Secrets.

    


    (ii)             
Seller has obtained or entered into written
agreements with its respective Seller Personnel and with third parties in
connection with the disclosure to, or use or appropriation by, Seller Personnel
and third parties, of Trade Secrets owned by Seller, restricting the use,
disclosure or appropriation of such Trade Secrets, and Seller does not know of
any situation involving such Seller Personnel or third party use, disclosure or
appropriation of any such Trade Secrets in which the lack of such written
agreement is likely to adversely affect the right of Seller to protect the Trade
Secret from unauthorized use or disclosure under applicable
law.  True, correct and complete copies of such agreements have been
delivered to Buyer.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (k)         
Licenses
of Intellectual Property by Seller.  Schedule 5.16(k) identifies and
includes a brief summary of each license, agreement, or other permission that
Seller has granted to any third party other than customers with respect to any
of its Intellectual Property.  Seller has delivered to Buyer a true,
correct and complete copy of each such license, agreement, or permission (as
amended to date).  With respect to each license, agreement, or
permission required to be identified in Schedule 5.16(k):

    


    (i)            
  The license, sublicense, agreement, or
permission is legal, valid, binding, enforceable, and in full force and effect
against the Seller and each other party thereto.

    


    (ii)             
The license, sublicense, agreement, or permission
will continue to be legal, valid, binding, enforceable, and in full force and
effect on identical terms following the consummation of the transactions
contemplated by this Agreement.

    


    (iii)             No party to the license, sublicense, agreement, or
permission is in breach or default, and no event has occurred which with notice
or lapse of time or both would constitute a breach or default or permit
termination, modification, or acceleration under the license, sublicense,
agreement, or permission.

    


    (iv)             No party to the license, sublicense, agreement, or
permission has repudiated any provision thereof.

    


    (l)           Licenses of
Intellectual Property to Seller.  Schedule 5.16(l) lists each item of
Intellectual Property that any third party owns and that Seller uses pursuant to
licenses, sublicenses, agreements, or permissions (other than commercially
available Intellectual Property licensed via a “click-wrap” or “shrink-wrap”
license).  Seller has delivered to Buyer true, correct and complete
copies of all such licenses, sublicenses, agreements, and permissions (as
amended to date).  Schedule
5.16(l) includes a summary of any license fee, royalty or other payment
obligations of Seller under the applicable license, sublicense, agreement, or
permission.  With respect to each item of Intellectual Property
required to be identified in Schedule
5.16(l):

    


    (i)               
The license, sublicense, agreement, or permission
covering the item is legal, valid, binding, enforceable, and in full force and
effect.

    


    (ii)              
The license, sublicense, agreement, or permission
will continue to be legal, valid, binding, enforceable, and in full force and
effect on identical terms following the consummation of the transactions
contemplated by this Agreement.

    


    (iii)             No party to the license, sublicense, agreement, or
permission is in breach or default, and no event has occurred which with notice
or lapse of time or both would constitute a breach or default or permit
termination, modification, or acceleration under the license, sublicense,
agreement, or permission.

    


    (iv)             No party to the license, sublicense, agreement, or
permission has repudiated any provision thereof.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (v)             
With respect to each sublicense, to the knowledge
of Seller, the representations and warranties set forth in Section 5.16(k)(i) through (iv) are true and correct with respect
to the underlying license.

    


    (vi)            
To the knowledge of Seller, the underlying item of
Intellectual Property is not subject to any outstanding injunction, judgment,
order, decree, ruling, or charge.

    


    (vii)          
 To the knowledge of Seller, no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, or demand is
pending or threatened that challenges the legality, validity, or enforceability
of the underlying item of Intellectual Property.

    


    (viii)           Seller has granted no sublicense or similar right with
respect to the license, sublicense, agreement, or
permission.

    


    (m)         Royalties and
other Payment Obligations.  Seller is not obligated to make any
payments by way of any royalties, fees or otherwise to any owner, licensor or
other claimant to any intellectual property rights for the ownership, transfer
or use thereof other than as expressly required under any license, sublicense,
agreement, or permission disclosed on Schedule 5.16(l).

    


    (n)         
Data.  The Data Rights and
information used by Seller in providing products or services, in keeping track
of the financial and business relationships between Seller and Customers and in
managing the business of the Business (collectively, the “Data”) (i) does not
violate the privacy rights of any Person, (ii) does not infringe upon,
misappropriate, conflict with or violate the Intellectual Property rights of any
Person, (iii) was collected and acquired in accordance with all applicable laws
and agreements, and (iv) when used by Seller, in the manner in which the Data
was used prior to the date hereof, does not violate any applicable law or
agreement.  Seller has taken all commercially reasonable steps to
maintain the confidentiality and proprietary nature of the
Data.

    


    (o)       
  Agreements with
Employees.  All former and current employees of Seller who have
worked in or provided any services to the Business have executed written
agreements assigning to Seller all rights to any inventions, improvements, works
of authorship, discoveries, inventions, or information of
Seller.  True, correct and complete copies of such agreements have
been delivered to Buyer.  No employee of Seller who has worked in or
provided any services to the Business has entered into any agreement that
restricts or limits in any way the scope or type of work in which the employee
may be engaged or requires the employee to transfer, assign or disclose
information concerning his work to anyone other than Seller.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    5.17.           Code Quality.

    


    (a)         
Software.  Except as set
forth on Schedule 5.17(a) (such Schedule to set
forth (i) the name of each such Software, (ii) how such Software is or was used
by Seller, (iii) whether such Software has been modified by or on behalf of
Seller, (iv) whether such Software has been delivered by Seller to third parties
and, if so, the identity of such third parties, (v) where such Software was
obtained, and (vi) a copy or true and correct reference to the license under
which such Software is licensed to Seller), none of the Software marketed by
Seller contains, comprises, incorporates, or combines, and is not derived from
or based on, any Open Source Software.  Seller is in compliance with
all of the terms and conditions of each license under which the Open Source
Software is distributed and/or licensed.  For the purposes of this Agreement, “Open Source Software” means (1) any
Software that contains, or is derived in any manner (in whole or in part) from,
any software that is distributed as free software, open source software (e.g.
Linux) or similar licensing or distribution models; and/or (2) any Software that
requires as a condition of use, modification and/or distribution that such
Software or other Software incorporated into, derived from or distributed with
such Software, or into which such Software has been incorporated: (A) be
disclosed or distributed in source code form; (B) be licensed for the purpose of
making derivative works; or (C) be redistributable at no charge.  Open
Source Software includes Software licensed or distributed under any of the
following licenses or distribution models, or licenses or distribution models
similar to any of the following: GNU's General Public License (GPL), GNU's
Lesser/Library General Public License (LGPL), the Artistic License (e.g., PERL),
the Berkeley license (BSD), the Mozilla Public License, the Netscape Public
License, the Sun Community Source License (SCSL), the Sun Industry Source
License (SISL), and the Apache Software license.

    


    (b)         
Disabling
Devices.  The Software owned by Seller, and, to the knowledge
of Seller, the Software described in Sections 5.16(k) and 5.16(l) (other than Software owned by
Seller), does not contain any virus, Trojan horse, worm, time bomb, drop dead
device, or other software routines (collectively, “Virus”) designed (i) to permit
unauthorized access by third parties, Seller or Buyer, or (ii) to disable,
delete, repossess, modify, damage, erase, or otherwise interfere with or
adversely affect the use and operation of such Software and/or any data,
hardware or other Software.  Prior to each delivery of each version,
revision, release, bug fix or other modification of Software to its Customers,
Seller has used industry standard measures to determine if such Software
contains any Viruses.

    


    (c)         
Building
the Software.  Seller possesses and has separately stored the
source code and Documentation of each and every version and release of the
Software currently licensed to or used by Customers sufficient to allow each
such version and release to be assembled, linked and compiled into the actual
machine readable version and release used by each such
Customer.

    


    5.18.           Transactions with
Affiliates.  Except as set forth
on Schedule 5.18 or as expressly
contemplated by this Agreement, no officer, director or shareholder of Seller,
or any Person with whom any such officer, director or shareholder has any direct
or indirect relation by blood, marriage, or adoption, or any entity in which any
such Person owns any beneficial interest (other than a publicly held corporation
whose stock is traded on a national securities exchange and less than 5% of the
stock of which is beneficially owned by all such Persons in the aggregate) or
any Affiliate of any of the foregoing, or any current or former Affiliate of
Seller has any interest in any contract, arrangement, or understanding with, or
relating to, the Business, the Purchased Assets, the Advantage Reimbursement
Performed Contracts or the Assumed Liabilities.  For purposes of this
Agreement, “Affiliate” of any
specified Person means any other Person directly or indirectly Controlling or
Controlled by or under direct or indirect common Control with such specified
Person.  For purposes of this definition, “Control,” “Controlling,” and “Controlled,” when used with respect to
any specified Person, means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.  In addition, for purposes of
this definition, “Person” means any individual, corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
Governmental Authority or similar entity.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    5.19.          Customer
Relations.  Schedule
5.19 contains a complete and accurate list, as of the date hereof, of the
names and addresses of all of the current customers of the Business
(collectively, the “Customers”).  Seller
maintains good relations with each of its Customers, and, to the knowledge of
Seller, no event other than as listed in Schedule 5.19 has occurred that would
constitute a default, or event of default, or event which with or without due
notice or lapse of time or both would constitute a default or event of default
or would materially and adversely affect Seller’s relations with any such
Customer.  Except as set forth in Schedule 5.19, no Customer during the
last 12 months has asserted a default, canceled, terminated or made any threat
to assert a default, cancel or otherwise terminate its contract or, in the case
of Customers, to decrease its usage of Seller’s services or
products.  Seller has received no notice and has no knowledge to the
effect that any current Customer may terminate or materially alter its business
relations with Seller, as a result of the past actions or inactions by Seller,
as a result of the transactions contemplated by this Agreement or
otherwise.

    


    5.20.          Nondisclosed
Payments; Ethical Practices.  Neither Seller nor the officers, directors, employees or
shareholders of Seller has made or received any payments not correctly
categorized and fully disclosed in Seller’s books and records in connection with
or in any way relating to or affecting Seller or the
Business.  Neither Seller nor any representative thereof has offered
or given, and Seller has no knowledge of any Person that has offered or given on
its behalf, anything of value to:  (i) any official of a Governmental
Authority, any political party or official thereof, or any candidate for
political office; (ii) any Customer or member of any Governmental Authority; or
(iii) any other Person, in any such case while knowing or having reason to know
that all or a portion of such money or thing of value may be offered, given or
promised, directly or indirectly, to any Customer, member of any Governmental
Authority or candidate for political office for the purpose of the following:
(x) influencing any action or decision of such Person, in such Person’s official
capacity, including a decision to fail to perform such Person’s official
function; (y) inducing such Person to use such Person’s influence with any
Governmental Authority or instrumentality thereof to affect or influence any act
or decision of such Governmental Authority or instrumentality to assist Seller
in obtaining or retaining business for, or with, or directing business to, any
Person; or (z) where such payment would constitute a bribe, kickback or illegal
or improper payment to assist Seller in obtaining or retaining business for, or
with, or directing business to, any Person.

    


    5.21.          Brokers,
Finders and Investment Bankers.  Neither Seller nor either of the
Shareholders has employed any broker, finder, investment banker or other
intermediary or incurred any liability for any investment banking fees,
financial advisory fees, brokerage fees, finders’ fees or other similar fees in connection with the transactions
contemplated herein.

    


    5.22.          Disclosure.  No
representation, warranty or covenant made by Seller or either of the
Shareholders in this Agreement (including the schedules hereto) contains an
untrue statement of a material fact or omits to state a material fact required
to be stated herein or necessary to make the statements contained herein, in
light of the circumstances in which they were made, not
misleading.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      For
purposes of this Agreement, “knowledge
of Seller,” “Seller’s
knowledge” and any similar terms mean the actual knowledge, after
reasonable inquiry, of Belhumeur, Pereira, Jennifer Keiser or Jeanne
Lugli.

    

    


    ARTICLE
VI

    


    REPRESENTATIONS
AND WARRANTIES OF BUYER

    


    Buyer
represents and warrants to Seller as follows:

    


    6.1.         
  Organization,
Power and Good Standing.  Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York, and has all requisite power and authority  to own or hold
under lease its properties and assets and to carry on its business as now
conducted.

    


    6.2.          
 Authority.  Authorization,
Execution and Enforceability.  This Agreement and each other
certificate, agreement, document or instrument to be executed and delivered by
Buyer in connection with the transactions contemplated by this Agreement
(collectively, the “Buyer Ancillary
Documents”) have been duly executed and delivered by Buyer and constitute
the valid and legally binding agreements of Buyer enforceable against Buyer in
accordance with their respective terms.  The execution, delivery and
performance of this Agreement and the Buyer Ancillary Documents and the
consummation of the transactions contemplated by this Agreement and the Buyer
Ancillary Documents have been duly authorized by all necessary corporate action
on the part of Buyer.

    


    6.3.           
No
Violation.  Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby (a) will
constitute a violation of, or be in conflict with, or result in a cancellation
of, or constitute a default under, or create (or cause the acceleration of the
maturity of) any debt, obligation or liability affecting, or result in the
creation or imposition of any security interest, lien, or other encumbrance
upon, any of the assets owned or used by Buyer under:  (i) any term or
provision of the Certificate of Incorporation or By-Laws (or other organic
document) of Buyer; (ii) any judgment, decree, order, regulation or rule of any
court or Governmental Authority applicable to Buyer; (iii) any statute or law
applicable to Buyer; or (iv) any contract, agreement, indenture, lease or other
commitment to which Buyer is a party or by which Buyer is bound; or (b) will
cause any material change in the rights or obligations of any party under any
such contract, agreement, indenture, lease or commitment.  No consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Authority with respect to Buyer is required in connection
with the execution, delivery or performance of this Agreement or the Buyer
Ancillary Documents by Buyer, or the consummation of the transactions
contemplated by this Agreement or the Buyer Ancillary Documents by
Buyer.

    


    6.4.           
Disclosure.  No
representation or warranty of Buyer made hereunder or in any certificate,
statement or other document delivered by or on behalf of Buyer hereunder
contains any untrue statement of material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    6.5.          
 Brokers,
Finders and Investment Bankers.  Buyer has not employed any
broker, finder, investment banker or other intermediary or incurred any
liability for any investment banking fees, financial advisory fees, brokerage
fees, finders’ fees or other similar fees in connection with the transactions
contemplated herein.

    


    ARTICLE
VII

    


    ACTION PRIOR TO THE CLOSING
DATE

    


    The
respective parties hereto covenant and agree to take the following actions
between the date hereof and the Closing Date:

    


    7.1.           
Access to
Information.  Seller shall afford the officers, employees and
authorized representatives of Buyer and Advantage Reimbursement, LLC (including
independent public accountants and attorneys) reasonable access during normal
business hours to the offices, properties, employees and business and financial
records (including computer files, retrieval programs and similar documentation)
and shall furnish to Buyer or Advantage Reimbursement, LLC or their respective
authorized representatives such additional information concerning the Purchased
Assets, the Advantage Reimbursement Performed Contracts, the Business and the
operations of Seller as shall be reasonably requested, including all such
information as shall be necessary to enable Buyer, Advantage Reimbursement, LLC
or their respective representatives to verify the accuracy of the
representations and warranties contained in this Agreement, to verify that the
covenants of Seller contained in this Agreement have been complied with and to
determine whether the conditions set forth in Article VIII have
been satisfied.  Buyer agrees that such investigation shall be
conducted in such a manner as not to interfere unreasonably with the operations
of Seller.  No investigation made by Buyer or Advantage Reimbursement,
LLC or their respective representatives hereunder shall affect the
representations and warranties of Seller and either of the
Shareholders.

    


    7.2.           
Preserve
Accuracy of Representations and Warranties; Notification of Certain
Matters.

    


    (a)         
Each party hereto shall refrain from taking or omitting to take any action which
would render any representation or warranty contained in Article V or VI inaccurate as of
the Closing Date.  Each party shall promptly notify the other of any
action, suit or proceeding that shall be instituted or threatened against such
party to restrain, prohibit or otherwise challenge the legality of any
transaction contemplated by this Agreement.

    


    (b)      
   Seller will notify Buyer of (i) any material adverse change in
the condition of the Purchased Assets, the Advantage Reimbursement Performed
Contracts or the Business, (ii) any lawsuit, claim, proceeding or investigation
that is threatened, brought, asserted or commenced against Seller, (iii) any
notice or other communication from any third Person alleging that the consent of
such third Person is or may be required in connection with the transactions
contemplated by this Agreement, and (iv) any material default under any Assumed
Contract or event which, with notice or lapse of time or both, would become such
a default on or prior to the Closing Date and of which Seller has
knowledge.

    


    7.3.           
Consents
of Third Parties.  Seller will act diligently and reasonably in
attempting to obtain, before the Closing Date, the consent, approval or waiver,
in form and substance reasonably satisfactory to Buyer, from any party to any
Assumed Contract or Advantage Reimbursement Performed Contract required to be
obtained to assign or transfer any such Agreements to Buyer or Advantage
Reimbursement, LLC or to otherwise satisfy the condition set forth in Section
8.4.  In connection with the foregoing, Seller shall deliver to
each party to any Assumed Contract or Advantage Reimbursement Performed
Contract, within one business day following the date hereof, a notice of
assignment sufficient to effect the assignment of the Assumed Contract to Buyer
or the Advantage Reimbursement Performed Contract to Advantage Reimbursement,
LLC following the expiration of any applicable notice period.  None of
Seller, Buyer or Advantage Reimbursement, LLC shall have any obligation to offer
or pay any consideration in order to obtain any such consents or
approvals.  Seller shall not make any agreement or understanding
affecting the Purchased Assets, the Advantage Reimbursement Performed Contracts
or the Business as a condition for obtaining any such consents or waivers except
with the prior written consent of Buyer.  During the period prior to
the Closing Date, Buyer shall act diligently and reasonably to cooperate with
Seller in attempting to obtain the consents, approvals and waivers contemplated
by this Section
7.3.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    7.4.          
 Operations
Prior to the Closing Date.  Seller shall operate and carry on
the Business only in the ordinary course and substantially as presently
operated.  Consistent with the foregoing, Seller shall keep and
maintain the Purchased Assets in good operating condition and repair and shall
use its best efforts consistent with good business practice to maintain the
business organization of Seller intact and to preserve the goodwill of the
suppliers, contractors, licensors, employees, customers, distributors and others
having business relations with Seller.  In connection therewith,
Seller shall not attempt to persuade any employee or agent of Seller to
terminate his or her relationship with Seller or not to commence employment with
Buyer after the Closing.  Seller shall incur (i) trade payables, (ii)
deferred revenue and (iii) liabilities associated with Seller “paid time off”,
only in the ordinary course of the Business and only in amounts that are not in
excess of the amount of such liabilities traditionally incurred by Seller in
Seller’s past operation of the Business.

    


    7.5.       
    Non-Solicitation.  During
the period commencing on the date hereof and continuing until the termination of
this Agreement, neither the Seller nor either of the Shareholders will provide
or permit their respective representatives (a) to provide any information with
respect to Seller or the Business to any Person who has identified itself as a
prospective purchaser of Seller or a prospective purchaser or licensor of any of
Seller’s assets (other than in the conduct of Seller’s Business in the ordinary
course); (b) to solicit or discuss any transaction relating to any sale, license
(other than in the ordinary conduct of Seller’s Business in the ordinary course)
or change in control of any of the capital stock, Business or assets of Seller,
any merger of Seller with or into any other entity, any corporate reorganization
relating to any or all of Seller or its assets or indebtedness or any other
significant corporate transaction involving Seller.  Seller and each
of the Shareholders each further agree to notify Buyer promptly if any third
party makes any proposal, offer, inquiry or contact with respect to any of the
foregoing.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ARTICLE
VIII

    


    CONDITIONS PRECEDENT TO
OBLIGATIONS OF BUYER

    


    The
obligations of Buyer and Advantage Reimbursement, LLC
under this Agreement shall, at the option of Buyer, be subject to the
satisfaction, on or prior to the Closing Date, of the following
conditions:

    


    8.1.            No
Misrepresentation or Breach of Covenants and Warranties.  There
shall have been no material breach by Seller or either of the Shareholders in
the performance of any of its covenants and agreements herein; each of the
representations and warranties of Seller and both of the Shareholders contained
or referred to herein shall be true and correct on the Closing Date as though
made on the Closing Date, except for changes therein specifically permitted by
this Agreement or resulting from any transaction expressly consented to in
writing by Buyer; and there shall have been delivered to Buyer a certificate to
such effect, dated the Closing Date, signed (i) on behalf of Seller by an
authorized officer of Seller, (ii) by each of the Shareholders.

    


    8.2.            
No
Changes or Destruction of Property.  Between the date hereof
and the Closing Date, there shall have been (a) no material adverse change in
the Purchased Assets, the Advantage Reimbursement Performed Contracts, the
Business of Seller or the operations, liabilities, profits, prospects or
condition (financial or otherwise) of Seller; (b) no material adverse federal or
state legislative or regulatory change affecting the business of Seller or the
Business; and (c) no material damage to the Purchased Assets by fire, flood,
casualty, act of God or the public enemy or other cause, regardless of insurance
coverage for such damage; and there shall have been delivered to Buyer a
certificate to such effect, dated the Closing Date and signed (i) on behalf of
Seller by an authorized officer of Seller, (ii) by each of the
Shareholders.

    


    8.3.          
  No
Restraint or Litigation.  No action, suit, investigation or
proceeding shall have been instituted or threatened to restrain or prohibit or
otherwise challenge the legality or validity of the transactions contemplated
hereby.

    


    8.4.         
   Necessary
Consents.

    


    (a)        
 Other than as contemplated by 8.4(b) and subject to 8.4(c), Seller shall
have received all necessary consents to the transactions contemplated hereby
from the other parties to all contracts, leases, agreements and permits to which
Seller is a party, including the Assumed Contracts and the Advantage
Reimbursement Performed Contracts, or by which Seller or any of the Purchased
Assets is affected or are otherwise necessary to prevent a material adverse
change in the Purchased Assets, Seller, or in the Business.  Other
than as contemplated by Sections 8.4(b) and 8.4(c), each of the Assumed
Contracts shall have been legally assigned to Buyer pursuant to its
terms.  Each of the Advantage Reimbursement Performed Contracts shall
have been legally assigned to Advantage Reimbursement, LLC pursuant to its
terms.

    


    (b)     
    Notwithstanding anything in Section 8.4(a) and subject
to Section 8.4(c), Seller shall not be required to have received prior to
Closing consent to assign all of the contracts set forth on Schedule
8.4(b).  At the Closing, Seller shall identify each contract set forth
on Schedule 8.4(b) for which consent to assignment has not then been obtained
(each an “HAI
Unassigned Contract.”) No HAI Unassigned Contract shall be considered an
Assumed Contract or a Purchased Asset until each consent relating to such HAI
Unassigned Contract is received and such HAI Unassigned Contract is
assigned.  As of the Closing, (i) the amount payable by Buyer pursuant
to Section 4.2 shall be reduced by the “HAI Unassigned Contract Holdback
Amount,” which shall be an amount equal to the aggregate Annual Value (as
identified on Schedule 8.4(b)) of the HAI Unassigned Contracts multiplied by
1.3; and (ii) Buyer and Seller shall enter into a transition services agreement
reasonably acceptable to both Buyer and Seller which (A) requires Seller to
continue to perform under the HAI Unassigned Contracts until each has been
assigned, and (B) provides Buyer with all economic benefits relating to
performance under the HAI Unassigned Contracts after the Closing.  To
the extent Buyer receives any amount under the transition services agreement
resulting from the performance of services by Seller under the HAI Unassigned
Contracts, Buyer shall promptly pay 25% of such amount to Seller and such
payment shall reduce the HAI Unassigned Contract Holdback Amount.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (c)          Notwithstanding
anything to the contrary in Section 8.4(b), neither Buyer nor Advantage
Reimbursement, LLC, shall be obligated to  perform their respective
obligations hereunder (including closing the transaction), if the aggregate
Annual Value of the HAI Unassigned Contracts and ARI Unassigned Contracts (as
defined in the Advantage Reimbursement APA) exceeds $ 341,209; provided that in
no event will the aggregate of the HAI Unassigned Contract Holdback Amount and
the ARI Unassigned Contract  Holdback Amount exceed
$650,000.

    


    8.5.          
  Satisfactory
Completion of Due Diligence.  Buyer shall have completed
Buyer’s due diligence review of Seller and the Business with results that are
satisfactory to Buyer as determined in Buyer’s sole discretion.

    


    8.6.           
 Approval
by Buyer’s Board of Directors.  The consummation of the
transactions contemplated by this Agreement shall have been approved by the
board of directors of Buyer.

    


    8.7.           
 Closing
Deliveries.  The delivery by Seller of each of the items set
forth in Section
4.4.

    


    8.8.           
 Satisfaction
of Advantage Reimbursement APA Conditions.  The satisfaction of
each of the conditions set forth in Sections 8.1 through 8.7 of the Advantage
Reimbursement APA.

    


    8.9.           
 Assignment
of Advantage Reimbursement Performed Contracts. Seller shall have
conveyed, assigned, transferred and delivered to Advantage Reimbursement, LLC,
and Advantage Reimbursement, LLC shall have acquired from Seller, all of
Seller’s right, title and interest in and to the Advantage Reimbursement
Performed Contracts.

    


    ARTICLE
IX

    


    CONDITIONS PRECEDENT TO
OBLIGATIONS OF SELLER

    


    The
obligations of Seller under this Agreement shall, at the option of Seller, be
subject to the satisfaction, on or prior to the Closing Date, of the following
conditions:

     

    9.1.           
 No
Misrepresentation or Breach of Covenants and Warranties.  There
shall have been no material breach by Buyer in the performance of any of its
covenants and agreements herein; each of the representations and warranties of
Buyer contained or referred to in this Agreement shall be true and correct on
the Closing Date as though made on the Closing Date, except for changes therein
specifically permitted by this Agreement or resulting from any transaction
expressly consented to in writing by Seller or any transaction contemplated by
this Agreement; and there shall have been delivered to Seller a certificate to
such effect, dated the Closing Date and signed on behalf of Buyer by an
authorized officer of Buyer.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    9.2.           
 No
Restraint or Litigation.  No action, suit, investigation or
proceeding shall have been instituted or threatened to restrain or prohibit or
otherwise challenge the legality or validity of the transactions contemplated
hereby.

    


    9.3.           
 Closing
Deliveries.  The delivery by Buyer of each of the items set
forth in Section
4.3.

    


    9.4.            
Satisfaction
of Advantage Reimbursement APA Conditions.  The satisfaction of
each of the conditions set forth in Sections 9.1 through 9.3 of the Advantage
Reimbursement APA.

    


    ARTICLE
X

    


    CONFIDENTIAL INFORMATION;
NON-COMPETITION

    


    10.1.          Definitions.  For
purposes of this Article X, the
following terms shall have the meanings set forth below:

    


    (a)         
 “Confidential
Information” means any data or information of Seller, other than Trade
Secrets, which is valuable to Seller and not generally known to competitors,
including general business information, industry information, analyses, and
other information of a proprietary nature that was developed or compiled by
Seller;

    


    (b)         
 “Restricted
Activities” means the development, sale, purchase, license, or
distribution of any software products or systems that are a competitive
replacement for the Software marketed by the Business, or assisting any third
party to engage in such activities;

    


    (c)        
  “Restricted Entities”
means Seller, the Shareholders, their respective Affiliates and their respective
employees, officers, contractors and consultants.

    


    (d)         
 “Restricted
Period” means the period beginning on the Closing Date and ending on the
second anniversary of the Closing Date;

    


    (e)        
  “Territory” means the
United States of America, such area being where Customers and actively sought
prospective customers of Seller are located; and

    


    (f)         
 “Trade
Secrets” means information of Seller, without regard to form, including,
but not limited to, technical or nontechnical data, formulas, patterns,
compilations, programs,  devices, methods, techniques, drawings,
processes, financial data, financial plans, product plans, or a list of actual
or potential customers or suppliers which is not commonly known by or available
to the public and which information: (i) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other Persons who can obtain economic value
from its disclosure or use; and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

    


    10.2.          Trade
Secrets and Confidential Information.

    


    (a)          Trade
Secrets.  Seller and each of the Shareholders agree not to, and
agree to cause all of their respective Affiliates not to, use or disclose any
Trade Secrets for so long as the pertinent information remains Trade Secret
information (and, in any event, throughout the Restricted Period), regardless of
whether the Trade Secrets are in written or tangible form, without the prior
written consent of Buyer.  Nothing in this Agreement shall diminish
the rights of Buyer regarding the protection of Trade Secrets and other
Intellectual Property pursuant to applicable law.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (b)         
Confidential
Information.  Seller and the Shareholders each agree that
during the Restricted Period, such Persons will hold in confidence all
Confidential Information, and none of such Persons will disclose, publish, or
make use of Confidential Information without the prior written consent of
Buyer.

    


    10.3.          Noncompetition.

    


    (a)       
  Acknowledgment.  Seller
and the Shareholders each acknowledge that Seller conducts the Restricted
Activities throughout the Territory and that to protect adequately the interest
of Buyer in the Business and the Purchased Assets, it is essential that any
noncompetition covenant with respect thereto cover all Restricted Activities and
the entire Territory for the duration of the Restricted Period.

    


    (b)       
  Noncompetition
Covenant.  Seller and the Shareholders each agree that none of
the Restricted Entities will, during the Restricted Period, directly or by
assisting others, conduct Restricted Activities in the Territory or otherwise
engage in, have an equity or profit interest in, or render services (of an
executive, marketing, manufacturing, research and development, administrative,
financial, or consulting nature) to any business that conducts any of Restricted
Activities in the Territory.  Notwithstanding anything in this
Agreement to the contrary, such persons may collectively acquire up to 2% of any
company whose common stock is publicly traded on a national securities
exchange.

    


    (c)         
 Nonsolicitation.  Seller
and the Shareholders hereby jointly and severally agree that none of the
Restricted Entities will, during the Restricted Period, directly or by assisting
others:

    


    (i)              
solicit or attempt to solicit, any business from any of Seller’s Customers
existing as of the Closing Date or during the one-year period prior to the
Closing Date, including actively sought prospective customers, for purposes of
providing products or services that are a competitive replacement for any
product or service provided or marketed by Seller; or

    


    (ii)            
 hire, recruit, or solicit or attempt to hire, recruit, or solicit, on
behalf of Seller or on behalf of any other Person, any employee or independent
contractor of Buyer unless Buyer terminates such Person’s employment without
Cause or good reason, with the exception of Renee Bourbonneire if terminated by
Seller.

    


    10.4.          Severability.  If
a judicial determination is made that any of the provisions of this Article X constitutes
an unreasonable or otherwise unenforceable restriction against Seller, the
provisions of this Article X shall be
rendered void only to the extent that such determination finds such provisions
to be unreasonable or otherwise unenforceable with respect to
Seller.  In this regard, Seller hereby agrees that any judicial
authority construing this Article X shall be
empowered to sever or modify any portion of the Territory, any prohibited
business activity or any time period from the coverage of this Agreement, and to
apply the provisions of this Article X to the
remaining portion of the Territory, the remaining business activities or the
remaining time period not so severed or modified by such judicial or arbitral
authority.  Moreover, notwithstanding the fact that any provision of
this Article X
is determined not to be specifically enforceable, Buyer shall nevertheless be
entitled to recover monetary damages as a result of any breach of any such
provision by Seller.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    10.5.          Injunctive
Relief.  Seller and the Shareholders hereby agree that any
remedy at law for any breach of the provisions contained this Article X shall be
inadequate and that Buyer shall be entitled to injunctive relief in addition to
any other remedy Buyer might have under Article
X.

    


    ARTICLE
XI

     

    ADDITIONAL COVENANTS AND
AGREEMENTS

    


    11.1.          Employee
Matters.  The parties
hereto acknowledge that, in addition to the persons with whom Buyer is entering
into the Employment Agreements, Buyer may offer employment to such employees of
Seller, and on such terms and conditions, as shall be mutually agreed upon
between each such employee and Buyer, and Buyer shall have no obligation to
employ any such individual employee except in its sole
discretion.  The parties agree that all employer responsibilities,
costs, and liabilities, including those under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) or any
severance agreements or arrangements, for any employees of Seller or other
Seller Personnel shall be and remain the exclusive responsibility, cost, and
liability of Seller.  Seller shall assist and cooperate with Buyer in
all respects in connection with the employee matters set forth in this Section 11.1 and
elsewhere in this Agreement, including providing such information relating
thereto as may be reasonably requested by Buyer from time to
time.  Buyer covenants that with respect to Seller Personnel who will
be hired by Buyer, Buyer shall consider such Seller Personnels’ years of working
service for Seller (in accordance with Buyer policies) in determining such new
employee’s eligibility for vacation in accordance with Buyer
policies.

    


    11.2.          Public
Announcements.  Buyer shall coordinate with Seller any public
announcements regarding this Agreement or the transactions contemplated by this
Agreement to the financial community, government agencies, employees, or the
general public.  Neither Seller nor either of the Shareholders shall
make any such public announcement without the written consent of Buyer, except
as required by applicable law, Government Authority or the rules of any
applicable securities exchange.  Buyer shall consult with Seller in
good faith before issuing any such public announcement.

    


    11.3.          [Reserved]

    


    11.4.          Access to
Properties and Records.  For a period of three years after the
Closing Date, Seller and each of the Shareholders will afford and cause to be
afforded to Buyer (i) such access during normal business hours, upon reasonable
prior notice, to such books and records of Seller as Buyer may reasonably
request in connection with matters relating to Seller for period ending on or
prior to the Closing Date; and (ii) such assistance in locating and copying such
books and records as Buyer may reasonably request.  If Seller or
either of the Shareholders shall desire to destroy any such books and records
prior to the expiration of such three-year period, such party shall, prior to
such destruction, give Buyer a reasonable opportunity, at its expense, to
segregate, remove and store the books and records to be destroyed, or any of
them, as determined by Buyer.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    11.5.           Payment
of Debts.  Commencing as of the Closing Date, each of the
Shareholders shall cause Seller to pay as and when due all of Seller’s debts and
obligations existing as of the Closing Date that are not assumed by Buyer
hereunder; provided, however, that the foregoing shall not prevent Seller or
either of the Shareholders from contesting in good faith any such debts or
obligations.

    


    11.6.           Right of
Offset.  Buyer shall be entitled to offset any Claims (as
defined below) or any portion of any Claim that has not been paid by Seller or
either of the Shareholders, against any amounts owing to Seller or either of the
Shareholders pursuant to any oral or written agreement to which such entity or
person may be a party, including any Healthcare Automation Incremental Revenue
Payment required to be made pursuant to Section 2.4, provided
that Buyer shall not be entitled to offset any Claim to the extent that the
liability giving rise to such Claim would be disallowed under Section 3(b) of
the Indemnification Agreement.  If the amounts offset by Buyer
hereunder exceed the obligations remaining due to Buyer, Seller and each of the
Shareholders shall remain fully liable for such excess amounts, and no exercise
of any right of offset hereunder by Buyer shall reduce, eliminate, impair or
otherwise affect such liability of Seller or either of the Shareholders, except
that the amount of any such liability shall be reduced to the extent of any
offsets hereunder.  The term “Claim” shall mean any
claim for which the Buyer may be entitled to payment pursuant to this Agreement,
the Indemnification Agreement or any other agreement contemplated by this
Agreement.

    


    11.7.           Nature
and Survival of Representations. All statements made by or on behalf of
Seller or either of the Shareholders contained herein or in any of the schedules
or exhibits delivered on behalf of Seller or either of the Shareholders to Buyer
hereunder shall be deemed to constitute representations and warranties of Seller
and each of the Shareholders, regardless of (a) any investigation made by or on
behalf of Buyer and (b) who prepared such document.   The
representations and warranties made by the parties pursuant to Articles V and VI of this Agreement
shall survive the Closing until the second anniversary of the Closing Date,
except that the representations and warranties made relating to taxes shall
survive until 30 days after the expiration of the statute of limitations
applicable to any such tax, and the effected party may present claims until such
dates.

    


    ARTICLE
XII

     

    TERMINATION

    


    12.1.          Termination.  Anything
contained in this Agreement to the contrary notwithstanding, this Agreement may
be terminated at any time prior to the Closing Date:

    


    (a)          by
the mutual consent of Buyer and Seller;

    


    (b)      
   by Buyer or Seller if the Closing shall not have occurred on
or before December 31, 2009 (or such later date as may be mutually agreed to by
Buyer and Seller); provided, however, that the right to terminate this Agreement
under this Section
12.1(b) shall not be available to any Person whose failure to comply with
its obligations under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such time;

    


    (c)      
   by Buyer in the event of any material breach by Seller or
either of the Shareholders of any of their respective agreements,
representations or warranties contained herein and the failure of such party to
cure such breach within three days after receipt of notice from Buyer requesting
such breach to be cured;

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (d)         
by Seller in the event of any material breach by Buyer of any of Buyer’s
agreements, representations or warranties contained herein and the failure of
Buyer to cure such breach within three days after receipt of notice from Seller
requesting such breach to be cured;

    


    12.2.          Notice of
Termination.  Any party desiring to terminate this Agreement
pursuant to Section
12.1 shall give notice of such termination to the other parties to this
Agreement.

    


    12.3.          Effect of
Termination.  If this Agreement is terminated pursuant to this
Article XII,
all further obligations of the parties under this Agreement shall be terminated
without further liability of any party to the other, provided that nothing
herein shall relieve any party from liability for its willful breach of this
Agreement.

    


    ARTICLE
XIII

     

    GENERAL
PROVISIONS

    


    The
parties further covenant and agree as follows:

    


    13.1.          Waiver of
Terms.  Any of the terms or conditions of this Agreement may be
waived at any time by the party or parties entitled to the benefit thereof but
only by a written notice signed by the party or parties waiving such terms or
conditions.

    


    13.2.          Amendment
of Agreement.  This Agreement may be amended, supplemented or
interpreted at any time only by written instrument duly executed by each of the
parties hereto.

    


    13.3.          Payment
of Expenses.  Except as otherwise specifically provided in this
Agreement, the parties shall each pay its or their own expenses, including,
without limitation, the expenses of its or their own counsel, advisors and
accountants, incurred in connection with the preparation, execution and delivery
of this Agreement and the other agreements and documents referred to herein and
the consummation of the transactions contemplated hereby and
thereby.

    


    13.4.          Contents
of Agreement, Parties in Interest, Assignment.  This Agreement
and the other agreements and documents referred to herein set forth the entire
understanding of the parties with respect to the subject matter
hereof.  Any previous agreements or understandings between the parties
regarding the subject matter hereof, including without limitation, that certain
letter agreement, dated August 26, 2009, by and between Buyer and Seller, are
merged into and superseded by this Agreement.  All representations,
warranties, covenants, terms and conditions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective heirs,
legal representatives, successors and permitted assigns of the parties hereto;
provided, however, that none of the rights or obligations of any of the parties
hereto may be assigned without the prior written consent of, in the case of
assignment by Seller or either of the Shareholders, Buyer, or, in the case of
assignment by Buyer, Seller and each of the Shareholders, which consent shall
not unreasonably be withheld.  Notwithstanding the foregoing, Buyer
may assign any of its rights or obligations to a wholly-owned subsidiary of
Buyer without the consent of Seller and each of the Shareholders.  In
the event of any assignment under this section, the assignor shall remain
primarily liable for all the liabilities and obligations of the assignor under
this Agreement and the Indemnification Agreement.

    


    13.5.          Notices.  All
notices, requests, demands and other communications required or permitted to be
given hereunder shall be by hand-delivery, certified or registered mail, return
receipt requested, telecopier (if a telecopier number is provided), or air
courier to the parties set forth below.  Such notices shall be deemed
given at the time personally delivered, if delivered by hand or by courier, at
the time received, if sent certified or registered mail, and when receipt is
acknowledged by telecopy equipment, if telecopied.  Communications
sent via email shall not constitute notice under this Agreement.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              If
      to Buyer or Advantage

            	
              Mediware
      Information Systems, Inc.

            


    

    
      	
               
      

            	
              Reimbursement,
      LLC:

            	
              1900
      Spring Road, Suite 450

            


    

    
      	
               
      

            	
              Oak
      Brook, IL 60523

            


    

    
      	
               
      

            	
              Attn:
      Senior Vice President and General
Counsel

            


    

    
      	
               
      

            	
              Telecopier:
      (630) 684-0462

            


    

    


    
      	
               
      

            	
              If
      to Healthcare Automation:

            	
              Healthcare
      Automation, Inc.

            


    

    
      	
               
      

            	
              41
      Sharpe Drive

            


    

    
      	
               
      

            	
              Cranston,
      RI 02920

            


    

    
      	
               
      

            	
              Attn:
      David A. Belhumeur

            


    

    
      	
               
      

            	
              Telecopier:
      (401) 572-3350

            


    

    
      	
               
      

            	
              Email:
      dbelhumeur@mccabe.com

            


    

    


    
      	
               
      

            	
              with
      a copy to:

            	
              Edward
      D. Feldstein

            


    

    
      	
               
      

            	
              Roberts,
      Carroll, Feldstein & Peirce

            


    

    
      	
               
      

            	
              10
      Weybosset Street, 8th
      Floor

            


    

    
      	
               
      

            	
              Providence,
      RI 02903

            


    

    
      	
               
      

            	
              Email:
      efeldstein@rcfp.com

            


    

    


    
      	
               
      

            	
              If
      to Pereira:

            	
              Kenneth
      J. Pereira

            


    

    
      	
               
      

            	
              41
      Sharpe Drive

            


    

    
      	
               
      

            	
              Cranston,
      RI  02920

            


    

    
      	
               
      

            	
              Telecopier:
      (401) 572-3350

            


    

    
      	
               
      

            	
              Email:  kpereira@oridium.com

            


    

    


    
      	
               
      

            	
              with
      a copy to:

            	
              Edward
      D. Feldstein

            


    

    
      	
               
      

            	
              Roberts,
      Carroll, Feldstein & Peirce

            


    

    
      	
               
      

            	
              10
      Weybosset Street, 8th
      Floor

            


    

    
      	
               
      

            	
              Providence,
      RI 02903

            


    

    
      	
               
      

            	
              Email:
      efeldstein@rcfp.com

            


    

    


    
      	
               
      

            	
              If
      to Belhumeur:

            	
              David
      A. Belhumeur

            


    

    
      	
               
      

            	
              41
      Sharpe Drive

            


    

    
      	
               
      

            	
              Cranston,
      RI  02920

            


    

    
      	
               
      

            	
              Telecopier:
      (401) 572-3350

            


    

    
      	
               
      

            	
              email:
      dbelhumeur@mccabe.com

            


    

    


    
      	
               
      

            	
              with
      a copy to:

            	
              Edward
      D. Feldstein

            


    

    
      	
               
      

            	
              Roberts,
      Carroll, Feldstein & Peirce

            


    

    
      	
               
      

            	
              10
      Weybosset Street, 8th
      Floor

            


    

    
      	
               
      

            	
              Providence,
      RI 02903

            


    

    
      	
               
      

            	
              Email:
      efeldstein@rcfp.com

            


    

    


    


    13.6.          Severability.  In
the event that any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions of this Agreement shall not be in any
way impaired.

    


    13.7.          Schedules
and Exhibits.  The schedules and exhibits referred to herein
and attached hereto are incorporated herein by reference as if fully set forth
in the text hereof.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    13.8.          Counterparts.  This
Agreement may be executed in one or more counterparts and by facsimile
transmission, each of which shall be considered an original instrument, but all
of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by each of the parties
hereto and delivered to each of the parties hereto.

    


    13.9.          Headings.  The
headings of the Sections and the subsections of this Agreement are inserted for
convenience of reference only and shall not constitute a part
hereof.

    


    13.10.        Governing
Law; Jurisdiction.  IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING
CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.  BUYER, SELLER, AND EACH OF THE SHAREHOLDERS AGREE TO SUBMIT
TO PERSONAL JURISDICTION AND TO WAIVE ANY OBJECTION AS TO VENUE IN THE COUNTY OF
COOK, STATE OF ILLINOIS. SERVICE OF PROCESS ON
BUYER, SELLER OR EITHER OF THE SHAREHOLDERS IN ANY ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE EFFECTIVE IF MAILED TO SUCH PARTY AT THE
ADDRESS LISTED ABOVE.

    


    13.11.        Waiver of
Jury Trial.  BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON, AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS.  THEREFORE TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING  BROUGHT TO ENFORCE OR
DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

    


    [Remainder
of page intentionally left blank]

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed the day and year first
above written.

    


    
      	 
      	
              HEALTHCARE
      AUTOMATION, INC.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	 	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              MEDIWARE
      INFORMATION SYSTEMS, INC.

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	Name:	 
      
	 
      	Title:	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              ADVANTAGE
      REIMBURSEMENT, LLC

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	Name:	 
      
	 
      	Title:	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 	 
      
	 
      	
              DAVID
      A. BELHUMEUR

            
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	 	 
      
	 
      	
              KENNETH
      J. PEREIRA

            


    

    


    


    Signature
Page

    to

    Healthcare
Automation, Inc. Asset Purchase Agreement