ex101to8ka07358_10132008.htm


    Exhibit 10.1

     

    
      CONVERTIBLE
SECURED DEBENTURE PURCHASE AGREEMENT

      


      THIS CONVERTIBLE SECURED DEBENTURE
PURCHASE AGREEMENT (this “Agreement”) is dated
as of 12th day of
October, 2008, between HEALTH SYSTEMS SOLUTIONS, INC., a Nevada corporation (the
“Company”), and
STANFORD INTERNATIONAL BANK LIMITED, a corporation organized under the laws of
Antigua and Barbuda (the “Purchaser”).

      


      WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”), the
Company desires to issue and sell to Purchaser, and Purchaser desires to
purchase from the Company, a certain debenture of the Company as more fully
described in this Agreement.

      


      WHEREAS, pursuant to that
certain Agreement and Plan of Merger, by and among the Company, HSS Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the Company
(“Merger Sub”)
and Emageon Inc., a Delaware corporation (the “Merger Agreement”)
pursuant to which Merger Sub will merge with and into Emageon (the “Merger”);
and

      


      WHEREAS, the Company desires
to use a portion of the proceeds of the sale of the Debentures subject to the
terms and conditions of this Agreement to finance the Merger.

      


      NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements set forth
herein, and other good and valuable consideration exchanged between the parties,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree that the foregoing recitals are true and correct and further agree as
follows:

       

      ARTICLE
I - DEFINITIONS

       

      Section
1.1              Definitions.  In
addition to terms defined elsewhere in this Agreement, the following terms have
the meanings indicated which meanings shall be equally applicable to both the
singular and the plural forms of such terms:

       

      “Action” shall have
the meaning ascribed to such term in Section 3.1(j) hereof.

      


      “Affiliate” shall mean
any Person which directly or indirectly through one or more intermediaries
controls, or is controlled by or is under common control, with a Person, as such
terms are used in and construed under Rule 144 under the Securities
Act.  The term “control” means the possession, directly of indirectly,
of the power to cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.

      


      “Closing” means any
closing of the purchase and sale of the Debentures pursuant to Section
2.1.

      


      “Closing Date” means
the date on which a Closing occurs.

      


      “Commission” means the
Securities and Exchange Commission.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      “Common Stock” means
the common stock of the Company, par value $0.001 per share, and any securities
into which such common stock shall hereinafter have been reclassified
into.

      


      “Credit Documents”
means the Debentures, the Stock Pledge Agreement, the Security Agreement and the
Guarantor Documents.

      


      “Credit Party” means
(i) prior to the consummation of the Merger, each of the Company and its
Subsidiaries and (ii) following the consummation of the Merger, each of the
Company and Emageon and their respective Subsidiaries.

      


      “Debentures” means the
6.00% Secured Convertible Debentures due December 31, 2013, to be issued by the
Company to Purchaser hereunder, in the form of Exhibit
A.

      


      “Deposit” means
$5,000,000 to be deposited by the Company in accordance with that certain
Deposit Escrow Agreement, of even date herewith, entered into in connection with
the Merger by and among Emageon, the Company and Merger Sub.

      


      “Effective Date” means
the date that the initial Registration Statement filed by the Company pursuant
to the Registration Rights Agreement is first declared effective by the
Commission.

      


      “Emageon” means
Emageon Inc., a Delaware corporation.

      


      “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

      


      “GAAP” shall have the
meaning ascribed to such term in Section 3.1(h) hereof.

      


      “Guarantor Documents”
means the Continuing and Unconditional Guaranties to be dated as of the Second
Closing Date and executed by each of Emageon and HQS in favor of the Purchaser
and the Security Agreements to be dated as of the Second Closing Date between
the Purchaser and each of Emageon and HQS.

      


      “HQS” means Healthcare
Quality Solutions, Inc., a Florida corporation.

      


      “Initial Closing”
means the Closing of the purchase and sale of the Initial Debenture pursuant to
Section 2.1(a).

      


      “Initial Closing Date”
means the date hereof.

      


      “Initial Debenture”
shall have the meaning ascribed to such term in Section 2.1(a)
hereof.

      


      “Liens” shall have the
meaning ascribed to such term in Section 3.1(a) hereof.

       

      
        
          
          

        

        
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      “Material Adverse
Effect” shall mean any event, change, occurrence or effect (each, a
“Change”),
individually or when taken together with all other Changes, that is or
reasonably would be expected to (i) be materially adverse to the business,
financial condition, results of operations, assets, liabilities, or properties
of the Credit Parties and their respective Subsidiaries, taken as a whole, other
than any Change relating to or resulting from: (A) Changes or developments in
the economic, business, financial or regulatory environment affecting the
industries in which the Credit Parties and their respective Subsidiaries
operate, so long as such Changes or developments do not adversely affect the
Credit Parties and their respective Subsidiaries, taken as a whole, in a
materially disproportionate manner relative to other participants in the
industries or markets in which they operate, (B) any occurrence or threats of
terrorist acts or an outbreak or escalation of hostilities or war (whether
declared or not declared) or any natural disaster or act of God affecting the
United States, so long as each of the foregoing do not adversely affect the
Credit Parties and their respective Subsidiaries, taken as a whole, in a
materially disproportionate manner relative to other participants in the
industries or markets in which they operate, (C) Changes in the national or
world economy or national or foreign financial, credit or securities markets as
a whole, so long as such Changes do not adversely affect the Credit Parties and
their respective Subsidiaries, taken as a whole, in a materially
disproportionate manner relative to other participants in the industries or
markets in which they operate, (D) the suspension of trading in securities
generally on the New York Stock Exchange, American Stock Exchange or NASDAQ, (E)
Changes in applicable law or GAAP or the enforcement or interpretation thereof
after the date hereof, so long as such Changes do not adversely affect the
Credit Parties and their respective Subsidiaries, taken as a whole, in a
materially disproportionate manner relative to other participants in the
industries or markets in which they operate, (F) the identity of the Company or
any of its Affiliates as the acquiror of Emageon, (G) the failure of the Credit
Parties and their respective Subsidiaries to meet any public expectations,
projections, forecasts or estimates of revenues or earnings for any period
ending on or after the date hereof (it being understood, however, that any
Change contributing to such failure may, except as provided in any of in
subsections (A), (B), (C), (D), (E), (F), (H), (I) or (J) of this definition, be
deemed to constitute or be taken into account in determining whether a Material
Adverse Effect has occurred), (H) any Change, in and of itself (it being
understood, however, that any facts underlying such Change may, except as
provided in any of in subsections (A), (B), (C), (D), (E), (F), (G), (I) or (J)
of this definition, be deemed to constitute or be taken into account in
determining whether a Material Adverse Effect has occurred), in the market price
or trading volume of the equity securities of the Company or Emageon on or after
the date hereof, (I) acts or omissions of the Company or the Merger Sub after
the date of this Agreement, or (J) taking any action required by this Agreement
or the Merger Agreement, or taking or not taking any action at the request of,
or with the express written consent of, the Company; or (ii) materially impair
the ability of the Credit Parties to consummate the Merger.

      


      “Merger” shall have
the meaning assigned to such term in the Recitals.

      


      “Merger Agreement”
shall have the meaning assigned to such term in the Recitals.

      


      “Merger Sub” shall
have the meaning assigned to such term in the Recitals.

      


      “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

       

      
        
          
          

        

        
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      “Principal Market”
means initially the OTC Bulletin Board and shall also include the NASDAQ Capital
Market or the NASDAQ Global Market, whichever is at the time the principal
trading exchange or market for the Common Stock, based upon share
volume.

      


      “Registration
Statement” means the registration statement to be filed by the Company
pursuant to the Registration Rights Agreement.

      


      “Registration Rights
Agreement” means the Registration Rights Agreement, dated the Second
Closing Date, between the Company and the Purchaser.

      


      “Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e)
hereof.

      


      “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

      


      “SEC Reports” shall
have the meaning ascribed to such term in Section 3.1(h) hereof.

      


      “Second Closing” means
the Closing of the purchase and sale of the Second Debenture pursuant to Section
2.1(b).

      


      “Second Closing Date”
means the date on which the closing of the Merger occurs, but in no event later
than June 30, 2009, or such other date as the parties may agree in
writing.

      


      “Second Debenture”
shall have the meaning ascribed to such term in Section 2.1(b)
hereof.

      


      “Securities” means the
Debentures, the Warrants and the Underlying Shares.

      


      “Securities Act” means
the Securities Act of 1933, as amended.

      


      “Security Agreement”
means the Security Agreement executed by the Company in favor of the Purchaser
whereby the Company shall grant a first priority security interest in all of the
assets of the Company to the Purchaser.

      


      “Solvent” means, with
respect to any Person on a particular date, that on such date (a) the fair value
of the property of such Person is greater than the total amount of liabilities,
including subordinated and contingent liabilities, of such Person; (b) the
present fair saleable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts and liabilities, including subordinated and contingent liabilities as they
become absolute and matured; (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person’s ability to
pay as such debts and liabilities mature; (d) such Person is not engaged in a
business or transaction, and is not about to engage in a business or
transaction, for which such Person’s property would constitute an unreasonably
small capital;  and (e) if such Person is not
insolvent.  The amount of contingent liabilities (such as litigation,
guaranties and pension plan liabilities) at any time shall be computed as the
amount that, in light of all the facts and circumstances existing at the time,
represents the amount that can be reasonably be expected to become an actual or
matured liability.

       

      
        
          
          

        

        
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      “Stock Pledge
Agreement” means the Stock Pledge Agreement executed by the Company in
favor of the Purchaser whereby the Company shall pledge and grant a security
interest in all of the outstanding capital stock of Emageon to the
Purchaser.

      


      “Subscription Amount”
means an amount up to $85,000,000.

      


      “Subsidiary” means any
subsidiary of the Company.

      


      “Trading Day” means
any day during which the Principal Market shall be open for
business.

      


      “Transaction
Documents” means this Agreement, the Debentures, the Warrants, the Stock
Pledge Agreement, the Security Agreement, the Guarantor Documents, the
Registration Rights Agreement and any other documents or agreements executed in
connection with the transactions contemplated hereunder.

      


      “Underlying Shares”
means the shares of Common Stock issuable upon conversion of the Debentures and
upon exercise of the Warrants.

      


      “Warrants” means the
warrants to purchase Common Stock, in the form of Exhibit B to be
issued and delivered to Purchaser and to the Persons identified on Schedules 1A
and 1B hereto at the Initial Closing and the Second Closing in accordance with
Section 2.2 hereof.

      


      Section
1.2               Accounting
Terms.  Unless otherwise specified herein, all accounting terms
used herein shall be interpreted, all accounting determinations hereunder
(including without limitation determinations made pursuant to the exhibits
hereto) shall be made, and all financial statements required to be delivered
hereunder shall be prepared on a consolidated basis in accordance with GAAP
applied on a consistent basis with the financial statements referred to in
Section 3.3 hereof, and shall be determined both as to classification of items
and amounts in accordance therewith.

       

      Section
1.3              
Other Definitional
Provisions.  The words “hereof,” “herein,” and “hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section, Subsection and Exhibit references are to this Agreement unless
otherwise specified.

       

      
        
          
          

        

        
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      ARTICLE
II  -
PURCHASE AND SALE

       

      Section
2.1                Purchase of Debentures;
Closings.

       

      (a)           Initial
Closing.  Upon the terms and subject to the
conditions set forth herein, at the Initial Closing, the Company shall sell and issue to Purchaser, and Purchaser shall purchase from the Company, a Debenture in the principal amount of
$5,000,000.00 (the
“Initial
Debenture”) representing
the aggregate Deposit amount.  At the Initial Closing, Purchaser shall deliver to
the Company the principal
amount of the Initial Debenture via wire transfer or a certified
check. At the Initial Closing, the Company shall deliver to Purchaser the
Initial Debenture and the other items set forth
in Section 2.2(a). Notwithstanding anything herein to the contrary, in
the event that the Merger transaction is not consummated and, as a result, the
Deposit is returned to the Company, then the Company shall be required to prepay
to the Purchaser the entire principal amount of the Initial Debenture along with
accrued interest thereon.

      


      (b)           Second
Closing.  Upon the terms and subject to the conditions set
forth herein, at the Second Closing, the Company shall sell and issue to
Purchaser, and Purchaser shall purchase from the Company, a Debenture in the
principal amount of $65,000,000.00 (the “Second Debenture”)
representing the aggregate consideration payable by the Company under the Merger
Agreement as well as related expenses and working capital as provided in Section
4.9 hereof.  At the Second Closing, Purchaser shall deliver to the
Company the principal amount of the Second Debenture via wire transfer or a
certified check. At the Second Closing, the Company shall deliver to Purchaser
the Initial Debenture and the other items set forth in Section
2.2(b).

       

      (c)           Additional
Closings.  Subsequent to the Initial Closing and Second
Closing, additional Closings hereunder shall occur as and when agreed by the
parties in accordance with Section 4.9, below.  The Company shall
submit each request for a Closing to Purchaser at least two weeks before the
desired Closing.  In connection with each request, the Company shall
state the principal amount of Debentures to be sold, which amount together with
the aggregate principal amount of Debentures previously issued hereunder, shall
not exceed the Subscription Amount, and shall provide to Purchaser the proposed
use of proceeds, together with such information regarding the Company’s business
and financial condition as Purchaser shall request.  Purchaser shall
have the right to accept or reject any such request for additional Closings in
its sole discretion.  At each additional Closing, Purchaser shall
deliver to the Company the principal amount of the Debentures to be issued at
such Closing via wire transfer or a certified check. At each additional Closing,
the Company shall deliver to Purchaser the Debentures to be issued to Purchaser
at such Closing and any other items as the Purchaser may reasonably
request.

       

      Section
2.2                Deliveries at Initial
Closing.

       

      (a)           At
or prior to the Initial Closing, the Company shall deliver or cause to be
delivered to Purchaser the following:

      


      (i)           the
Initial Debenture duly executed by the Company and registered in the name of
Purchaser;

       

      
        
          
          

        

        
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      (ii)           Warrants
registered in the names of the Persons set forth on Schedule 1A attached hereto
to purchase an aggregate of 528,000 shares of Common Stock, with a term of seven
(7) years and initial exercise prices equal to: (A) $4.00 per share of Common
Stock with respect to 176,000 Warrants, subject to adjustment as provided
therein; (B) $2.00 per share of Common Stock with respect to 176,000 Warrants,
subject to adjustment as provided therein; and (C) $.001 per share of Common
Stock with respect to 176,000 Warrants, subject to adjustment as provided
therein; and

      


      (iii)           this
Agreement, duly executed by the Company.

      


      (b)           At
or prior to the Second Closing, the Company shall deliver or cause to be
delivered to Purchaser the following:

      


      (iv)           the
Second Debenture duly executed by the Company and registered in the name of
Purchaser;

      


      (v)           
Warrants registered in the names of the Persons set forth on Schedule 1B
attached hereto to purchase an aggregate of 8,472,000 shares of Common Stock,
with a term of seven (7) years and initial exercise prices equal to: (A) $4.00
per share of Common Stock with respect to 2,824,000 Warrants, subject to
adjustment as provided therein; (B) $2.00 per share of Common Stock with respect
to 2,824,000 Warrants, subject to adjustment as provided therein; and (C) $.001
per share of Common Stock with respect to 2,824,000 Warrants, subject to
adjustment as provided therein.

      


      (vi)           the
Registration Rights Agreement duly executed by the Company;

      


      (vii)          the
Security Agreement duly executed by the Company; and

      


      (viii)         the
Stock Pledge Agreement duly executed by the Company.

      


      (c)           At
the Second Closing, Purchaser shall cause HQS and Emageon to execute and deliver
the Guarantor Documents to Purchaser.

      


      (d)           The
conditions to the Second Closing set forth in Article VI hereof shall have been
satisfied or provided for in a
manner satisfactory to Purchaser, or waived in writing by
Purchaser.

       

      ARTICLE
III - REPRESENTATIONS AND WARRANTIES

       

      Section
3.1               Representations and
Warranties of the Company.  The Company hereby makes the
representations and warranties set forth below to Purchaser, which
representations and warranties shall be true and correct as of the date hereof,
as of the Initial Closing Date, the Second Closing Date and as of each
additional Closing Date (except to the extent any representation or warranty is
expressly made as of a date certain):

       

      
        
          
          

        

        
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      (a)            Due Diligence. All of
the documents, financial statements, reports, compilations, management and
statistical reports and other information provided by the Company to the
Purchaser in response to Purchaser’s due diligence investigation of the Company
are true, correct and complete in all material respects, and to the Company’s
knowledge, as of the date hereof and as of the Second Closing Date, all of the
documents, financial statements, reports, compilations, management and
statistical reports and other information provided by the Company to the
Purchaser in response to Purchaser’s due diligence investigation of Emageon are
true, correct and complete in all material respects.  The Company has
given the Purchaser and its representatives reasonable access to the Company’s
employees (including appropriate experts and other knowledgeable personnel),
attorneys, accountants, agents, independent contractors, properties, books and
records of the Company and has furnished the Purchaser and its representatives
with such information concerning the Company and Emageon as the Purchaser has
reasonably requested.  The Company acknowledges that no investigation
by or knowledge of Purchaser or its representatives will affect in any manner
the representations, warranties, covenants or agreements of the Company set
forth in this Agreement (or in any Transaction Document to be delivered in
connection with the consummation of the transactions contemplated by this
Agreement) or the Purchaser’s right to rely thereon, and such representations,
warranties and covenants will survive any such investigation.

       

      
        
          
          

        

        
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      (b)           Organization and
Qualification.  Each of the Company and the Subsidiaries is an
entity duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any Subsidiary is in violation of
any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter
documents.  Each of the Company and the Subsidiaries is duly qualified
to do business and is in good standing as a foreign corporation or other entity
in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not, individually or
in the aggregate result in a Material Adverse Effect.

      


      (c)           Authorization;
Enforcement. The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by each of the
Transaction Documents to which it is a party and otherwise to carry out its
obligations hereunder or thereunder.  The execution and delivery by
the Company of each of the Transaction Documents to which it is a party and the
consummation by it of the transactions contemplated hereby or thereby have been
duly authorized by all necessary action on the part of the Company and no
further consent or action is required by the Company other than Required
Approvals.  Each of the Transaction Documents to which the Company is
a party has been (or upon delivery will be) duly executed by the Company and,
when delivered in accordance with the terms hereof, will constitute the valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally and general principles of
equity.  Neither the Company nor any Subsidiary is in violation of any
of the provisions of its respective certificate or articles of incorporation,
by-laws or other organizational or charter documents.

      


      (d)           No
Conflicts.  The execution, delivery and performance by the
Company of the Transaction Documents to which it is a party and the consummation
by the Company of the transactions contemplated thereby do not and will not: (i)
conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or
charter documents, or (ii) subject to obtaining the Required Approvals, conflict
with, or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to
which the Company or any Subsidiary is a party or by which any property or asset
of the Company or any Subsidiary is bound or affected, or (iii) result, in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company or
a Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect.

       

      
        
          
          

        

        
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      (e)           Filings, Consents and
Approvals.  Neither the Company nor any Subsidiary is required
to obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local
or other governmental authority or other Person in connection with the
execution, delivery and performance by the Company of the Transaction Documents,
other than (i) the filings required under Section 4.7 and (ii) the filing with
the Commission of the Registration Statement (collectively, the “Required
Approvals”).

      


      (f)           Issuance of the
Securities.  The Securities are duly authorized and, when
issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and non-assessable, free and clear
of all Liens.  The Company has reserved from its duly authorized
capital stock a number of shares of Common Stock for issuance of the Underlying
Shares. The Company has not, and to the knowledge of the Company, no Affiliate
of the Company has sold, offered for sale or solicited offers to buy or
otherwise negotiated in respect of any security (as defined in Section 2 of the
Securities Act) that would be integrated with the offer or sale of the
Securities in a manner that would require the registration under the Securities
Act of the sale of the Securities to Purchaser, or that would be integrated with
the offer or sale of the Securities for purposes of the rules and regulations of
any Principal Market.

      


      (g)           Capitalization;
Subsidiaries.  On the date hereof, the authorized capital of
the Company consists of (i) 150,000,000 shares of Common Stock, par value $0.001
per share, of which 7,885,929 shares are issued and outstanding excluding shares
of Common Stock reserved for issuance pursuant to the Company’s employee stock
option plan and (ii) 15,000,000 shares of preferred stock, par value $0.001 per
share, of which 4,625,000 shares of Series C Convertible Preferred Stock are
issued and outstanding, 1,425,000 shares of Series D Convertible Preferred Stock
are outstanding and 83,333 shares of Series E Convertible Preferred Stock are
outstanding.  Except as a result of the purchase and sale of the
Securities, no securities of the Company are entitled to preemptive or similar
rights, and no Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents.  Except as a result of the
purchase and sale of the Securities, there are no outstanding options, warrants,
script rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or
exchangeable for, or giving any Person any right to subscribe for or acquire,
any shares of Common Stock, or contracts, commitments, understandings or
arrangements by which the Company or any Subsidiary is or may become bound to
issue additional shares of Common Stock, or securities or rights convertible or
exchangeable into shares of Common Stock.  The issuance and sale of
the Securities will not obligate the Company to issue shares of Common Stock or
other securities to any Person (other than Purchaser) and will not result in a
right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under such securities. Except for HQS, VHT Acquisition
Company, Carekeeper Software, Inc., HSS IP, LLC, Health Systems Solutions Group,
LLC, HSS Consultancy, LLC and Merger Sub the Company has no direct or indirect
subsidiaries.  The Company owns, directly or indirectly, all of the
capital stock or other equity interests of each Subsidiary free and clear of any
lien, charge, security interest, encumbrance, right of first refusal or other
restriction (collectively, “Liens”), and all the
issued and outstanding shares of capital stock of each Subsidiary are validly
issued and are fully paid, non-assessable and free of preemptive and similar
rights.

       

      
        
          
          

        

        
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      (h)           SEC Reports; Financial
Statements.  The Company has filed all reports required to be
filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as
the Company was required by law to file such material) (the foregoing materials
being collectively referred to herein as the “SEC
Reports”).  As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act
and the Exchange Act and the rules and regulations of the Commission promulgated
thereunder, and none of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.  The
financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of
filing.  Such financial statements have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis during the periods involved (“GAAP”), except as may
be otherwise specified in such financial statements or the notes thereto, and
fairly present in all material respects the financial position of the Company
and its consolidated subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal  year-end audit
adjustments.

      


      (i)           Material
Changes.  Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
the SEC Reports: (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice and (B) liabilities not
required to be reflected in the Company’s financial statements pursuant to GAAP
or required to be disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting or the identity of its
auditors, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any
agreements to purchase or redeem any shares of its capital stock, and (v) the
Company has not issued any equity securities to any officer, director or
Affiliate, except pursuant to existing Company stock option or similar plans or
for other compensatory purposes.

      


      (j)           Litigation.  Except
as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of
violation, proceeding or investigation (collectively, an “Action”) pending or,
to the knowledge of the Company, threatened against or affecting the Company,
any Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) which: (i) adversely affects or
challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or (ii) could, if there were an unfavorable
decision, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor
any director or officer thereof, is or has been the subject of any Action
involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty. The Company does not have pending
before the Commission any request for confidential treatment of
information.  There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the Commission
involving the Company or any current or former director or officer of the
Company.  The Commission has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company
or any Subsidiary under the Exchange Act or the Securities Act.

       

      
        
          
          

        

        
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      (k)           Compliance.  Neither
the Company nor any Subsidiary: (i) is in default under or in violation of (and
no event has occurred that has not been waived that, with notice or lapse of
time or both, would result in a default by the Company or any Subsidiary under),
nor has the Company or any Subsidiary received notice of a claim that it is in
default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) is in violation of any order of any court,
arbitrator or governmental body, or (iii) is or has been in violation of any
statute, rule or regulation of any governmental authority, except in each case
as could not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect.

      


      (l)            
Labor
Relations.  No material labor dispute exists or, to the
knowledge of the Company, is imminent with respect to any of the employees of
the Company.

      


      (m)           Regulatory
Permits.  The Company and the Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their
respective businesses as described in the SEC Reports, except where the failure
to possess such permits could not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any Material
Permit.

      


      (n)           Title to
Assets.  The Company and the Subsidiaries have good and
marketable title in fee simple to all real property owned by them that is
material to the business of the Company and the Subsidiaries and good and
marketable title in all personal property owned by them that is material to the
business of the Company and the Subsidiaries, in each case free and clear of all
Liens, except for Liens that do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of
such property by the Company and the Subsidiaries.  Any real property
and facilities held under lease by the Company and the Subsidiaries are held
under valid, subsisting and enforceable leases of which the Company and the
Subsidiaries are in compliance.

       

      
        
          
          

        

        
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      (o)           Patents and
Trademarks.  The Company and the Subsidiaries have, or have
rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights necessary or material for use in connection with their respective
businesses as described in the SEC Reports and which the failure to so have or
could reasonably be expected to result in a Material Adverse Effect
(collectively, the “Intellectual Property
Rights”).  Neither the Company nor any Subsidiary has received
a written notice that the Intellectual Property Rights used by the Company or
any Subsidiary violates or infringes upon the rights of any Person. To the
knowledge of the Company, all such Intellectual Property Rights are enforceable
and there is no existing infringement by another Person of any of the
Intellectual Property Rights.

      


      (p)           Insurance.  The
Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Company and the Subsidiaries are
engaged.  To the best of Company’s knowledge, such insurance contracts
and policies are accurate and complete.  Neither the Company nor any
Subsidiary has any reason to believe it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business
without a significant increase in cost.

      


      (q)           Transactions With Affiliates
and Employees.  Except as required to be set forth in the SEC
Reports, none of the officers or directors of the Company and, to the knowledge
of the Company, none of the employees of the Company is presently a party to any
transaction with the Company or any Subsidiary (other than for services as
employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the
Company, any entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or
partner.

      


      (r)           Certain
Fees.  No brokerage or finder’s fees or commissions are or will
be payable by the Company to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person with respect to
the transactions contemplated by this Agreement, and the Company has not taken
any action that would cause Purchaser to be liable for any such fees or
commissions other than placement fees payable to Stanford Group Company in
connection with the placement of the Debentures and the Warrants, which shall be
the sole responsibility of, and paid by, the Purchaser; provided, however, that
the Company shall be solely responsible for the advisory fee payable to Stanford
Group Company in connection with the Merger transaction.  The Company
agrees that Purchaser shall have no obligation with respect to any fees or with
respect to any claims made by or on behalf of any Person for fees of the type
contemplated by this Section with the transactions contemplated by this
Agreement other than the placement fees payable to Stanford Group Company
referred to in the preceding sentence.

      


      (s)           Private
Placement.  Assuming the accuracy of the representations and
warranties of Purchaser set forth in Sections 3.2(b)-(f), the offer, issuance
and sale of the Securities to Purchaser as contemplated hereby are exempt from
the registration requirements of the Securities Act.  The issuance and
sale of the Securities hereunder does not contravene the rules and regulations
of the Principal Market.

       

      
        
          
          

        

        
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      (t)           Listing and Maintenance
Requirements.  The Company has not, in the 12 months preceding
the date hereof, received notice from any Principal Market on which the Common
Stock is or has been listed or quoted to the effect that the Company is not in
compliance with the listing or maintenance requirements of such Principal
Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and
maintenance requirements.

      


      (u)           Registration Rights.
Except as disclosed in the SEC Reports, the Company has not granted or agreed to
grant to any Person any rights (including “piggy-back” registration rights) to
have any securities of the Company registered with the Commission or any other
governmental authority that have not been satisfied.

      


      (v)           Tax
Status.  The Company and each of its Subsidiaries has made or
filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject (unless and
only to the extent that the Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those disclosed in the SEC Reports and
being contested in good faith and has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply.  There
are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis
for any such claim, except as disclosed in the SEC Reports. The Company has not
executed a waiver with respect to the statute of limitations relating to the
assessment or collection of any foreign, federal, statue or local
tax.  None of the Company’s tax returns is presently being audited by
any taxing authority.

      


      (w)           Acknowledgment Regarding
Purchaser’s Acquisition of Securities.  The Company
acknowledges and agrees that Purchaser is acting solely in the capacity of an
arm’s length purchaser with respect to this Agreement and the transactions
contemplated hereby.  The Company further acknowledges that Purchaser
is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any statement made by Purchaser or any of its
representatives or agents in connection with this Agreement and the transactions
contemplated hereby is not advice or a recommendation and is merely incidental
to Purchaser’s purchase of the Securities.  The Company further
represents to Purchaser that the Company’s decision to enter into this Agreement
has been based solely on the independent evaluation of the Company and its
representatives.

      


      (x)           No General Solicitation or
Advertising in Regard to this Transaction.  Neither the Company
nor, to the knowledge of the Company, any of its directors or officers (i) has
conducted or will conduct any general solicitation (as that term is used in Rule
502(c) of Regulation D) or general advertising with respect to the sale of the
Debentures or the Warrants, or (ii) made any offers or sales of any security or
solicited any offers to buy any security under any circumstances that would
require registration of the Debentures, the Underlying Shares or the Warrants
under the Securities Act.

       

      
        
          
          

        

        
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      (y)           Merger
Agreement.  To the best knowledge of the Company after due
diligence, as of the date hereof and as of the Second Closing Date, all of the
representations and warranties of Emageon set forth in the Merger Agreement and
all documents executed by Emageon on connection with the consummation of the
Merger, are true and correct.

      


      (z)           Investment Company
Status.  The Company is not an “investment company” within the
meaning of the U.S. Investment Company Act of 1940, as amended.

      


      (aa)           Disclosure.  The
Company confirms that it has provided Purchaser or its agents or counsel with
information that constitutes or might constitute material, nonpublic
information, pursuant to an executed written agreement regarding the
confidentiality and use of such information.  The Company understands
and confirms that Purchaser will rely on the foregoing representations in
effecting transactions in securities of the Company.  All disclosure
provided to Purchaser regarding the Company, its business and the transactions
contemplated hereby, including the Schedules to this Agreement, furnished by or
on behalf of the Company with respect to the representations and warranties made
herein are true and correct with respect to such representations and warranties
and do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. The Company
acknowledges and agrees that Purchaser has not made any representations or
warranties with respect to the transactions contemplated hereby other than those
specifically set forth in Section 3.2 hereof.

      


      The Purchaser acknowledges and agrees
that the Company does not make or has not made any representations or warranties
with respect to the transactions contemplated hereby other than those
specifically set forth in this Section 3.1.

      


      Section
3.2                Representations and
Warranties of Purchaser.  Purchaser hereby represents and
warrants to the Company as follows:

       

      (a)           Organization;
Authority.  Purchaser is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to
enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations thereunder. The purchase by
Purchaser of the Securities hereunder has been duly authorized by all necessary
action on the part of Purchaser.  Each of this Agreement and the
Registration Rights Agreement has been duly executed by Purchaser, and when
delivered by Purchaser in accordance with the terms hereof, will constitute the
valid and legally binding obligation of Purchaser, enforceable against it in
accordance with its terms.

      


      (b)           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by Purchaser and the consummation by Purchaser of the
transactions contemplated thereby do not and will not: (i) conflict with or
violate any provision of Purchaser’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, or (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Purchaser debt or otherwise) or other understanding to which
Purchaser is a party or by which any property or asset of Purchaser is bound or
affected, or (iii) result, in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which Purchaser is subject (including federal and state securities
laws and regulations), or by which any property or asset of Purchaser is bound
or affected; except in the case of each of clauses (ii) and (iii), such as could
not, individually or in the aggregate, have or reasonably be expected to result
in a material adverse effect on Purchaser.

       

      
        
          
          

        

        
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      (c)           Investment
Intent.  Purchaser is acquiring the Securities as principal for
its own account for investment purposes only and not with a view to or for
distributing or reselling such Securities or any part thereof, without
prejudice, however, to Purchaser’s right, subject to the provisions of this
Agreement, at all times to sell or otherwise dispose of all or any part of such
Securities pursuant to an effective registration statement under the Securities
Act or under an exemption from such registration and in compliance with
applicable federal and state securities laws.  Nothing contained
herein shall be deemed a representation or warranty by Purchaser to hold
Securities for any period of time.  Purchaser is acquiring the
Securities hereunder in the ordinary course of its
business.  Purchaser does not have any agreement or understanding,
directly or indirectly, with any Person to distribute any of the
Securities.

      


      (d)           Purchaser
Status.  At the time Purchaser was offered the Securities, it
was, and at the date hereof it is, and on each date on which it exercises any
Warrants or converts any Debenture it will be, an “accredited investor” as
defined in Rule 501(a) under the Securities Act. Purchaser has not been formed
solely for the purpose of acquiring the Securities.  Purchaser is not
a registered broker-dealer under Section 15 of the Exchange Act.

      


      (e)           Experience of
Purchaser.  Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Securities, and has so evaluated the merits
and risks of such investment.  Purchaser is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to
afford a complete loss of such investment. Purchaser has
had the opportunity to ask the representatives of the Company questions about
the Company’s business and financial condition and the terms of this offering
and has obtained such information as it has requested to the extent it has
deemed necessary to permit it to fully evaluate the merits and risks of its
investment in the Company.  Purchaser also represents that it has had
the opportunity to examine all material books and records of the Company and all
material contracts and documents relating to his investment. Further, Purchaser
has consulted with such other of his investment and/or accounting and/or legal
and/or tax advisors as it has deemed necessary and appropriate in making its
decision to invest in the Company on the terms described herein.

      


      (f)           General
Solicitation.  Purchaser is not purchasing the Securities as a
result of any advertisement, article, notice or other communication regarding
the Securities published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.

      


      (g)           Availability of
Funds.  Purchaser has sufficient funds available to deliver to
the Company that portion of the Subscription Amount due at the Initial Closing
and the Second Closing.

       

      
        
          
          

        

        
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      The
Company acknowledges and agrees that the Purchaser does not make or has not made
any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 3.2.

      


      ARTICLE
IV - OTHER AGREEMENTS OF THE PARTIES

       

      Section
4.1                Transfer
Restrictions.

       

      (a)           The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of Securities other
than pursuant to an effective registration statement, to the Company or to an
Affiliate of Purchaser, the Company may require the transferor thereof to
provide to the Company an opinion of counsel selected by the transferor and
reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the
Securities Act.  As a condition of transfer, any such transferee shall
agree in writing to be bound by the terms of this Agreement and shall have the
rights of Purchaser under this Agreement and the Registration Rights
Agreement.

      


      (b)           Purchaser
agrees to the imprinting, so long as is required by this Section 4.1(b), of the
following legend on any certificate evidencing Securities:

      


      NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THESE SECURITIES AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

       

      
        
          
          

        

        
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      (c)           Certificates
evidencing Underlying Shares shall not contain any legend (including the legend
set forth in Section 4.1(b) hereof): (i) while a registration statement
(including the Registration Statement) covering the resale of such security is
effective under the Securities Act (unless, subsequent to the date hereof, the
Commission enacts any new rules or regulations which specifically requires a
legend on the certificates until a sale is made by the holder thereof), or (ii)
following any sale of such Underlying Shares pursuant to Rule 144, or (iii) if
such Underlying Shares are eligible for sale under Rule 144 without restriction,
or (iv) if such legend is not required under applicable requirements of the
Securities Act (including judicial interpretations and pronouncements issued by
the staff of the Commission); provided, however, in
connection with the issuance of the Underlying Shares, Purchaser hereby agrees
to adhere to and abide by all prospectus delivery requirements under the
Securities Act and rules and regulations of the Commission.  If all or
any portion of a Debenture or Warrant is converted or exercised (as applicable)
at a time when there is an effective registration statement to cover the resale
of the Underlying Shares, or if such Underlying Shares may be sold under Rule
144 without restriction or if such legend is not otherwise required under
applicable requirements of the Securities Act (including judicial
interpretations thereof) then such Underlying Shares shall be issued free of all
legends.  The Company agrees that following the Effective Date or at
such time as such legend is no longer required under this Section 4.1(c), it
will, no later than three Trading Days following the delivery by Purchaser to
the Company or the Company’s transfer agent of a certificate representing
Underlying Shares issued with a restrictive legend, deliver or cause to be
delivered to Purchaser a certificate representing such shares that is free from
all restrictive and other legends.  The Company may not make any
notation on its records or give instructions to any transfer agent of the
Company that enlarge the restrictions on transfer set forth in this
Section.

      


      Section
4.2               Acknowledgment of
Dilution.  The Company acknowledges that the issuance of the
Securities may result in dilution of the outstanding shares of Common Stock,
which dilution may be substantial under certain market
conditions.  The Company further acknowledges that its obligations
under the Transaction Documents, including without limitation its obligation to
issue the Underlying Shares pursuant to the Transaction Documents, are
unconditional and absolute and not subject to any right of set off,
counterclaim, delay or reduction, regardless of the effect of any such dilution
or any claim the Company may have against Purchaser and regardless of the
dilutive effect that such issuance may have on the ownership of the other
stockholders of the Company.

       

      Section
4.3               Furnishing of
Information.  As long as Purchaser owns Securities, the Company
covenants to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act.  Upon the
request of Purchaser, the Company shall deliver to Purchaser a written
certification of a duly authorized officer as to whether it has complied with
the preceding sentence. As long as Purchaser owns Securities, if the Company is
not required to file reports pursuant to such laws, it will prepare and furnish
to Purchaser and make publicly available in accordance with Rule 144(c) such
information as is required for Purchaser to sell the Securities under Rule
144.  The Company further covenants that it will take such further
action as any holder of Securities may reasonably request, all to the extent
required from time to time to enable such Person to sell such Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144.

       

      Section
4.4                Integration.  The
Company shall not, and shall use its best efforts to ensure that no Affiliate of
the Company shall, sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities in a
manner that would require the registration under the Securities Act of the sale
of the Securities to Purchaser, or that would be integrated with the offer or
sale of the Securities for purposes of the rules and regulations of any
Principal Market.

       

      
        
          
          

        

        
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      Section
4.5               
Reservation of
Securities.

       

      (a)           The
Company shall maintain a reserve from its duly authorized shares of Common Stock
for issuance pursuant to the Transaction Documents in such amount as may be
required to fulfill its obligations in full under the Transaction Documents
including upon conversion of the Debentures and the exercise of the
Warrants.

      


      (b)           The
Company shall not undertake a reverse or forward stock split or reclassification
of the Common Stock without the prior written consent of Purchaser.

      


      Section
4.6               Conversion and Exercise
Procedures.  The form of Notice of Exercise included in the
Warrants and the form of Notice of Conversion included in the Debentures set forth the totality
of the procedures required of Purchaser in order to exercise the Warrants or
convert the Debentures.  No additional legal opinion or other
information or instructions shall be required of Purchaser to exercise their
Warrants or convert the Debentures.  The Company shall honor exercises
of the Warrants and conversions of the Debentures and shall deliver Underlying
Shares in accordance with the terms, conditions and time periods set forth in
the Transaction Documents.

       

      Section
4.7               Securities Laws Disclosure;
Publicity.  The Company shall, by the fourth Trading Day
following the applicable Closing Date, issue a press release or file a Current
Report on Form 8-K reasonably acceptable to Purchaser disclosing all material
terms of the transactions contemplated hereby.  The Company and
Purchaser shall consult with each other in issuing any press releases with
respect to the transactions contemplated hereby.  Notwithstanding the
foregoing, other than in any registration statement filed pursuant to the
Registration Rights Agreement and filings related thereto, the Company shall not
publicly disclose the name of Purchaser, or include the name of Purchaser in any
filing with the Commission or any regulatory agency or Principal Market, without
the prior written consent of Purchaser, except to the extent such disclosure is
required by law or Principal Market regulations, in which case the Company shall
provide Purchaser with prior notice of such disclosure.

       

      Section
4.8                Non-Public
Information.  The Company covenants and agrees that neither it
nor any other Person acting on its behalf will provide Purchaser or its agents
or counsel with any information that the Company believes constitutes material
non-public information, unless prior thereto Purchaser shall have executed a
written agreement regarding the confidentiality and use of such
information.  The Company understands and confirms that Purchaser
shall be relying on the foregoing representations in effecting transactions in
securities of the Company.

       

       

      Section
4.9               Use of
Proceeds.  The Company shall use the net proceeds from the sale
of the Securities hereunder as follows: (a) $5,000,000 from the sale of the
Initial Debenture for payment of the Deposit amount; (b) up to $65,000,000 from
the sale of the Second Debenture for the acquisition of all of the outstanding
capital stock of Emageon in the Merger along with associated transaction costs,
fees and expenses including professional fees as well as for the general working
capital of the Company; and (c) the balance of the Subscription Amount shall be
funded, from time to time, as and when agreed by the parties in order to finance
the Company’s needs for working capital in accordance with the business plan for
the Company as approved by the Purchaser.  In no event may any such
proceeds be used to purchase or to carry, or to reduce, retire or refinance any
debt incurred to purchase or carry, any margin stock or for any related purpose
that violates the provisions of Regulations T, U or X of the Board of
Governors of the Federal Reserve System.

       

      
        
          
          

        

        
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      Section
4.10             Reimbursement. If
Purchaser becomes involved in any capacity in any Proceeding by or against any
Person who is a stockholder of the Company, solely as a result of Purchaser’s
acquisition of the Securities under this Agreement and without causation by any
other activity, obligation, condition or liability on the part of, or pertaining
to Purchaser and not to the purchase of Securities pursuant to this Agreement,
the Company will reimburse Purchaser, to the extent such reimbursement is not
provided for in Section 4.11, for its reasonable legal and other expenses
(including the cost of any investigation, preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred. The
reimbursement obligations (and limitations thereon) of the Company under this
paragraph shall be in addition to any liability which the Company may otherwise
have, shall extend upon the same terms and conditions to any Affiliates of
Purchaser who are actually named in such action, proceeding or investigation,
and partners, directors, agents, employees and controlling persons (if any), as
the case may be, of Purchaser and any such Affiliate, and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, Purchaser and any such Affiliate and any such
Person. The Company also agrees that neither Purchaser nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any
liability to the Company or any Person asserting claims on behalf of or in right
of the Company solely as a result of acquiring the Securities under this
Agreement except to the extent any covenant or warranty owing to the Company is
breached.

       

      Section
4.11             Indemnification of
Purchaser.  Subject to the provisions of this Section 4.11,
each party (the “Indemnifying Party”)
will indemnify and hold the other parties and their directors, officers,
shareholders, partners, employees and agents (each, an “Indemnified Party”)
harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any such Indemnified Party may suffer or incur as a result of
or relating to any breach of any of the representations, warranties, covenants
or agreements made by the Indemnifying Party in this Agreement or in the other
Transaction Documents.  If any action shall be brought against any
Indemnified Party in respect of which indemnity may be sought pursuant to this
Agreement, such Indemnified Party shall promptly notify the Indemnifying Party
in writing, and the Indemnifying Party shall have the right to assume the
defense thereof with counsel of its own choosing.  Any Indemnified
Party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party except to the extent that (i)
the employment thereof has been specifically authorized by the Indemnifying
Party in writing, (ii) the Indemnifying Party has failed after a reasonable
period of time to assume such defense and to employ counsel or (iii) in such
action there is, in the reasonable opinion of such separate counsel, a material
conflict on any material issue between the position of the Indemnifying Party
and the position of such Indemnified Party.  The Indemnifying Party
will not be liable to any Indemnified Party under this Agreement (i) for any
settlement by an Indemnified Party effected without the Indemnifying Party’s
prior written consent, which shall not be unreasonably withheld or delayed; or
(ii) to the extent, but only to the extent that a loss, claim, damage or
liability is attributable to any Indemnified Party’s breach of any of the
representations, warranties, covenants or agreements made by Purchaser in this
Agreement or in the other Transaction Documents.  In no event shall
the liability of Purchaser hereunder be greater in amount than the dollar amount
of the net proceeds received by Purchaser upon the sale of the
Securities.

       

      
        
          
          

        

        
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      Section
4.12              Preemptive
Rights.  At all times while the Purchaser (or an affiliate
thereof) is a shareholder of the Company, the Purchaser shall have the right to
purchase a pro rata percentage of securities the Purchaser owns in the Company,
in any privately placed securities offering made by the Company.  This
preemptive right to acquire securities shall not apply to any shares granted to
employees of the Company or other persons in connection with any employee or
stock ownership plan or otherwise.  If the Company proposes to issue
further equity securities as described above, the Company shall provide written
notice to the Purchaser setting forth the price, terms and conditions upon which
the securities are being offered.  The Purchaser shall have the right
to purchase the amount of securities described in this Section above, at such
price and upon such terms and conditions set forth in the notice, if within
thirty (30) days after the notice thereof, the Purchaser gives notice to the
Company of its intention to exercise its preemptive right.

       

      ARTICLE
V- DEFAULT AND REMEDIES

       

      Section
5.1                Events of
Default.  For purposes of the Transaction Documents, the
occurrence of any of the following conditions and/or events, whether voluntary
or involuntary, by operation of law or otherwise, shall constitute an “Event of
Default”:

       

      (a)           Any
Credit Party shall fail to pay when due any principal, interest, premium or fee
under any Credit Document or any other amount payable under any Credit
Document;

       

      (b)           Any
Credit Party shall fail to observe or perform any covenant or otherwise defaults
in the performance of or compliance with any term contained herein or in any
Transaction Document;

       

      (c)           Any
representation, warranty, certification or statement made by any Credit Party or
any other Person in any Transaction Document or in any certificate, financial
statement or other document delivered pursuant to any Transaction Document is
incorrect in any material respect  when made (or deemed
made);

       

      (d)           Failure
of any Credit Party to pay when due or within any applicable grace period any
principal, interest or other amount on debt or any other liability or obligation
(other than the obligations hereunder) or the occurrence of any breach, default,
condition or event with respect to any debt or any other liability or obligation
(other than the obligations hereunder), if the effect of such failure or
occurrence is to cause or to permit the holder or holders of any such debt, to
cause such debt or other liabilities having an individual principal amount in
excess of $250,000 or having an aggregate principal amount in excess of $500,000
to become or be declared immediately due and payable;

       

      (e)           Any
Credit Party shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, or shall
consent to any such relief or to the appointment of or taking possession by any
such official in an involuntary case or other proceeding commenced against it,
or shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing;

       

      
        
          
          

        

        
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      (f)           An
involuntary case or other proceeding shall be commenced against any Credit Party
seeking liquidation, reorganization or other relief with respect to it or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, and
such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of forty-five (45) days; or an order for relief shall be entered
against any Credit Party under the federal bankruptcy laws as now or hereafter
in effect;

       

      (g)           Any
act by, against, or relating to any Credit Party or its property or assets,
which act constitutes the determination, by any such Credit Party, to initiate a
program of partial or total self liquidation; the offering by or entering into
by any Credit Party of any composition, extension, or any other arrangement
seeking relief from or extension of the debts of any Credit Party;

       

      (h)           One
or more judgments or orders for the payment of money (not paid or fully covered
by insurance maintained in accordance with the requirements of this Agreement
and as to which the relevant insurance company has acknowledged coverage)
aggregating in excess of $500,000 shall be rendered against any Credit Party and
either (i) enforcement proceedings shall have been commenced by any
creditor upon any such judgments or orders or (ii) there shall be any
period of twenty (20) consecutive days during which a stay of enforcement of any
such judgments or orders, by reason of a pending appeal, bond or otherwise,
shall not be in effect;

       

      (i)           Any
Lien created by any of the Transaction Documents shall at any time fail to
constitute a valid and perfected first priority Lien on a material portion of
the collateral purported to be secured thereby;

       

      (j)           Any
Credit Party shall be prohibited or otherwise materially restrained from
conducting the business theretofore conducted by it by virtue of any casualty,
any labor strike, any determination, ruling, decision, decree or order of any
court or regulatory authority of competent jurisdiction or any other event and
such casualty, labor strike, determination, ruling, decision, decree, order or
other event remains unstayed and in effect for any period of thirty (30) days,
and such event, in the opinion of Purchaser, shall have a Material Adverse
Effect;

       

      (k)           Stan
Vashovsky shall cease to hold the position of chief executive officer (or
equivalent position) of the Company;

       

      (l)           Any
of the Transaction Documents shall for any reason fail to constitute, in any
material respect, the valid and binding agreement of any party thereto, or any
such party shall so assert.

       

      (m)           Any
order, judgment or decree is entered against any Credit Party decreeing the
dissolution or split up of any Credit Party and such order remains undischarged
or unstayed for a period in excess of twenty (20) days;

       

      
        
          
          

        

        
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      (n)           Any
Credit Party ceases to be Solvent, fails to pay its debts as they become due or
admits in writing its present or prospective inability to pay its debts as they
become due; or

       

      (o)           The
failure of any Credit Party to comply with the terms of any subordination or
intercreditor agreement or any subordination provisions of any note or other
document  running to the benefit of the Purchaser; or

       

      (p)           Any
payment in excess of $5,000 shall be made to any Affiliate of any Credit Party,
unless such payment has been pre-approved in writing by the Purchaser or as
otherwise expressly permitted in this Agreement, and except for transactions
that are in the ordinary course of such Credit Party’s business, upon fair and
reasonable terms that are no less favorable to such Credit Party than would be
obtained in an arm’s length transaction with a non-affiliated
Person;

       

      (q)           The
occurrence of any uninsured loss, theft, damage, condemnation, act of God or
public enemy or other destruction of or to any material portion of the
collateral under any of the Transaction Document of a value in excess of
$500,000; or

       

      (r)           The
termination or attempted termination of any Guarantor Document.

       

      Section
5.2                Acceleration and other
Remedies.

       

      (a)           Upon
the occurrence of any Event of Default, all of the payment obligations under the
Transaction Documents shall automatically become immediately due and payable,
without presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other requirements of any kind, all of which are hereby
expressly waived by each Credit Party.

       

      (b)           Upon
the occurrence of any Event of Default, Purchaser may exercise any other
remedies which may be available under the Transaction Documents or applicable
law, including all remedies provided under the Uniform Commercial
Code.

       

      (c)           Except
as otherwise provided for in this Agreement or by applicable law, each Credit
Party waives: (i) presentment, demand and protest and notice of presentment,
dishonor, notice of intent to accelerate, notice of acceleration, protest,
default, nonpayment, maturity, release, compromise, settlement, extension or
renewal of any or all commercial paper, accounts, contract rights, documents,
instruments, chattel paper and guaranties at any time held by Purchaser on which
any Credit Party may in any way be liable, and hereby ratifies and confirms
whatever Purchaser may do in this regard, (ii) all rights to notice and a
hearing prior to Purchaser’s taking possession or control of, or to Purchaser’s
replevy, attachment or levy upon, the Collateral or any bond or security that
might be required by any court prior to allowing Purchaser to exercise any of
its remedies, and (iii) the benefit of all valuation, appraisal, marshaling and
exemption laws.

       

      Section
5.3                Performance by
Purchaser.  If any Credit Party shall fail to perform any
covenant, duty or agreement contained in any of the Transaction Documents,
Purchaser may perform or attempt to perform such covenant, duty or agreement on
behalf of any Credit Party after the expiration of any cure or grace periods set
forth herein.  In such event, such Credit Party shall, at the request
of Purchaser, promptly pay any amount reasonably expended by Purchaser in such
performance or attempted performance to Purchaser, together with interest
thereon at the highest rate of interest permitted under applicable law from the
date of such expenditure until paid.  Notwithstanding the foregoing,
it is expressly agreed that Purchaser shall not have any liability or
responsibility for the performance of any obligation of any Credit Party under
this Agreement or any other Transaction Document.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      Section
5.4               Application of
Proceeds.  Notwithstanding anything to the contrary contained
in this Agreement, upon the occurrence and during the continuance of a Default
or Event of Default, (a) Company irrevocably waives the right to direct the
application of any and all payments at any time or times thereafter received by
Purchaser from or on behalf of Company, and Purchaser shall have the continuing
and exclusive right to apply and to reapply any and all payments received at any
time or times after the occurrence and during the continuance of an Event of
Default against the obligations under the Transaction Documents in such manner
as Purchaser may reasonably deem advisable, consistent with the terms hereof,
notwithstanding any previous application by Purchaser and (b) in the absence of
a specific, contrary and reasonable determination by Purchaser with respect
thereto, the proceeds of any sale of, or other realization upon, all or any part
of the collateral under any of the Transaction Documents shall be applied: first
to the payment of fees and expenses pursuant to Section 7.1 then due and
payable, second, to accrued interest on the Debentures (including any interest
which but for the provisions of the Bankruptcy Code, would have accrued on such
amounts), third, to reduce the outstanding principal balance of the Debentures;
and fourth to any other obligations of Company owing to Purchaser under the
Transaction Documents.  Any balance remaining shall be delivered to
Company or to whomever may be lawfully entitled to receive such balance or as a
court of competent jurisdiction may direct.

       

      ARTICLE
VI- CONDITIONS TO THE SECOND CLOSING

       

      Section
6.1               Conditions to
Closing.  Purchaser shall not be obligated to purchase the
Second Debenture on the Second Closing Date, or to take, fulfill, or perform any
other action hereunder, until the following conditions have been satisfied or
provided for in a manner satisfactory to Purchaser, or waived in writing by
Purchaser:

       

      (a)           Transaction
Documents. This Agreement or counterparts hereof shall have been duly
executed by, and delivered to, each Credit Party and Purchaser; and Purchaser
shall have received such customary documents, instruments, certificates,
agreements and legal opinions as Purchaser shall reasonably request in
connection with the transactions contemplated by this Agreement and the other
Transaction Documents.

       

      (b)           Approvals.  Purchaser
shall have received (i) satisfactory evidence that each Credit Party has
obtained all required votes, consents and approvals of all Persons including all
requisite third parties and governmental authorities to the execution, delivery
and performance of this Agreement and the other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby or (ii) an
officer’s certificate in form and substance reasonably satisfactory to Purchaser
affirming that no such consents or approvals are required.

       

      (c)           Payment of
Fees.  The Company shall have reimbursed Purchaser, and its
counsel, for all fees, costs and expenses of closing presented as of the Second
Closing Date in accordance with and to the extent required under Section
7.1.

       

      (d)           Representations and
Warranties.  All representations and warranties contained
herein as well as all representations and warranties of Emageon contained in the
Merger Agreement and related merger documents shall be true and correct, in all
material respects (without duplication of materiality qualifiers contained
therein).

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (e)           No Adverse
Change.  No event shall have occurred since the date hereof
which occurrence is or would reasonably be expected to have a Material Adverse
Effect upon the Credit Parties taken as a whole.

       

      (f)           No
Action.  No Action shall be pending which adversely affects or
challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or could, if there were an unfavorable decision,
individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect.  Any Action arising after the date hereof
which may adversely affect the consummation of the Merger shall have been
decided in favor of the Credit Parties and the Purchaser without any material
liability thereto.

       

      (g)           Consummation of Merger
Transaction.  Purchaser shall have received fully executed
copies of the Merger Agreement and the related merger documents, each of which
shall be in the form as previously provided to the Purchaser and its counsel
without any modification thereto.  All of the conditions set forth in
Sections 6.1 and 6.2 of the Merger Agreement shall have been satisfied (without
any waiver by the Company or Merger Sub) and the Merger shall be consummated
simultaneously with the Second Closing.

       

      (h)           Proxy Statement and Other
Filings.  Purchaser shall have had reasonable opportunity to
review the proxy statement and any other filings to be made by the Company and
Emageon with the SEC, along with all amendments thereto and responses to SEC
staff comment letters, in connection with the approval of the
Merger.  The Company shall promptly deliver to Purchaser copies of all
comment letters and other correspondence received by the SEC regarding the
transactions contemplated hereby or related to the Merger.  All SEC
filings made by the Company and Emageon under this Section shall be in form and
content reasonably satisfactory to Purchaser and such filings shall comply in
all material respects with the requirements of the SEC.

       

      (i)           Collateral.  All
financing statements, notices and other documents deemed by Purchaser and its
counsel necessary or advisable to perfect the Purchaser’s security interest in
the collateral described in the Transaction Documents shall have been duly filed
or recorded in all appropriate offices and jurisdictions and sent to or received
by all necessary Persons, as the case may be, and filing and recording receipts
evidencing such filings shall have been delivered to, or shall be available for
prompt delivery to, the Purchaser.  The Purchaser shall have received
certificates of insurance and, if requested by the Purchaser, copies of all
policies evidenced thereby, showing insurance covering all such collateral
against loss, or damage of any nature or kind in the amounts and with insurers
reasonably satisfactory to the Purchaser.  The Purchaser shall have
received evidence satisfactory to the Purchaser as to the priority of the
Purchaser’s security interest in such collateral.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (j)           Charter, Bylaws and
Incumbency.  Purchaser shall have received from each Credit
Party, such Person’s (i) charter and/or certificate of formation and all
amendments thereto, (ii) good standing certificates or certificates of
existence, as applicable (including verification of tax status, if available) in
its state of incorporation/formation, (iii) good standing certificates or
certificates of existence, as applicable (including verification of tax status,
if available) and certificates of qualification to conduct business in each
jurisdiction where its ownership or lease of property or the conduct of its
business requires such qualifications, each dated a recent date prior to the
Second Closing Date and certified by the applicable governmental authority,
except where the failure to be so qualified or in good standing, as the case may
be, could not, individually or in the aggregate result in a Material Adverse
Effect, (iv) bylaws or operating agreement, as applicable, together with all
amendments thereto, (v) resolutions of such Person’s governing body approving
and authorizing the execution, delivery and performance of the Transaction
Documents to which such Person is a party and the transactions to be consummated
in connection therewith, each certified as of the Second Closing Date by such
Person’s corporate secretary or an assistant secretary or other authorized
signatory as being in full force and effect without any modification or
amendment and (vi) the signature and incumbency certificates of the officers of
each such Person executing any of the Transaction Documents, certified as of the
Second Closing Date by such Person’s corporate secretary or an assistant
secretary or other authorized signatory as being true, accurate, correct and
complete.

       

      (k)           Legal
Opinion.  The Purchaser shall have received a legal opinion
from the Company’s counsel in the form and substance reasonably satisfactory to
the Purchaser.

       

      ARTICLE
VII- MISCELLANEOUS

       

      Section
7.1                Fees and
Expenses.  The Company shall bear its own costs, including
attorney’s fees, incurred in the negotiation of this Agreement and consummating
of the transactions contemplated herein and the corporate proceedings of the
Company in contemplation hereof and thereof.  The Company shall
reimburse Purchaser for all of Purchaser’s reasonable out-of-pocket expenses
incurred in connection with the negotiation or performance of this Agreement,
including without limitation reasonable fees and disbursements of counsel to the
Purchaser; provided the placement fees payable to Stanford Group Company in
connection with the placement of the Debentures and the Warrants shall be the
sole responsibility of, and shall be paid by, Purchaser; provided, further that
the Company shall be solely responsible for the advisory fee payable to Stanford
Group Company in connection with the Merger transaction. The Company shall pay
all transfer agent fees, stamp taxes and other taxes and duties levied in
connection with the issuance of any Securities.

       

      Section
7.2                Entire
Agreement.  The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and
schedules.

       

      Section
7.3               
Notices.  Any
notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be effective upon personal delivery, via
facsimile (upon receipt of confirmation of error-free transmission and mailing a
copy of such confirmation, postage prepaid by certified mail, return receipt
requested) or two business days following deposit of such notice with an
internationally recognized courier service, with postage prepaid and addressed
to each of the other parties thereunto entitled at the following addresses, or
at such other addresses as a party may designate by five days advance written
notice to each of the other parties hereto.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Company:                                             
Health Systems Solutions Group, LLC

                             
489 Fifth Avenue, 3rd Floor

             
New York, N.Y. 10017

             
Facsimile No.:  (212) 214-0348

             
Attn: Chief Financial Officer

      


             
And

      


      Health Systems Solutions Group,
LLC

      489 Fifth
Avenue, 3rd Floor

      New York,
N.Y. 10017

      Facsimile
No.: (212) 214-0348

                             
Attn: General Counsel

      


      Except
after November 1, 2008, to those persons at:

      


      Health
Systems Solutions Group, LLC

      42 W.
39th Street, 6th Floor

      New York,
N.Y. 10018

      


      With a
copy to (which will not constitute notice to Parent or Merger Sub):

      


      Olshan
Grundman Frome Rosenzweig & 

      Wolosky
LLP

      Park
Avenue Tower

      65 East
55th
Street

      New York,
NY 10022-1106

      Facsimile
No.:  (212) 451-2222

      Attn:
Steve Wolosky

      


      Purchaser:                                            
Stanford International Bank Ltd.

             
No. 11 Pavilion Drive

             
St. John’s, Antigua, West Indies

             
Attention: James M. Davis, Chief Financial Officer

      


      with a
copy
to:                                      Carlton
Fields, P.A.

             
100 S.E. Second Street, Suite 4000

              Miami,
Florida 33131

             
Attention: Seth P. Joseph, Esq.

             
Facsimile: 305-530-0055

      


      Section
7.4                Amendments;
Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and Purchaser or, in the case of a waiver, by the party against whom
enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

       

      
        
          
          

        

        
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      Section
7.5                Construction.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.  The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.

       

      Section
7.6                Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted
assigns.  Neither party may assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other party,
except that Purchaser may assign its rights under this Agreement and the
Registration Rights Agreement to any Person to whom Purchaser assigns or
transfers any Securities.

       

      Section
7.7                No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.

       

      Section
7.8               Governing Law;
Venue.  THIS AGREEMENT, EACH DEBENTURE AND EACH OTHER
TRANSACTION DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING
THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.  COMPANY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE
OR FEDERAL COURT LOCATED WITHIN MIAMI-DADE COUNTY, STATE OF FLORIDA AND
IRREVOCABLY AGREES THAT, SUBJECT TO THE PURCHASER’S ELECTION, ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER FINANCING
DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.  COMPANY EXPRESSLY
SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS.  COMPANY HEREBY WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE UPON COMPANY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
ADDRESSED TO COMPANY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO
MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
POSTED.

       

      Section
7.9               Waiver of Jury
Trial.  EACH OF THE COMPANY AND
PURCHASER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  EACH
OF THE COMPANY AND PURCHASER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE
WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AND
THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS.  EACH OF THE COMPANY AND PURCHASER WARRANTS AND REPRESENTS
THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS.

       

      
        
          
          

        

        
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      Section
7.10              Survival.  Except
as set forth herein, the representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery, exercise and/or
conversion of the Securities, as applicable for the applicable statute of
limitations.

       

      Section
7.11              Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

       

      Section
7.12              Severability.  If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

       

      Section
7.13             
Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, Purchaser and the Company will be entitled
to specific performance under the Transaction Documents.  The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of
any such obligation the defense that a remedy at law would be
adequate.

       

      Section
7.14              Payment Set Aside. To
the extent that the Company makes a payment or payments to Purchaser pursuant to
any Transaction Document or Purchaser enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, recovered from, disgorged by or are
required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other person under any law (including, without limitation, any
bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff
had not occurred.

       

      
        
          
          

        

        
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      Section
7.15              No
Usury.  To the extent it may lawfully do so, the Company hereby
agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of,
usury laws wherever enacted, now or at any time hereafter in force, in
connection with any claim, action or proceeding that may be brought by Purchaser
in order to enforce any right or remedy under any Transaction
Document.  Notwithstanding any provision to the contrary contained in
any Transaction Document, it is expressly agreed and provided that the total
liability of the Company under the Transaction Documents for payments in the
nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the “Maximum Rate”), and,
without limiting the foregoing, in no event shall any rate of interest or
default interest, or both of them, when aggregated with any other sums in the
nature of interest that the Company may be obligated to pay under the
Transaction Documents exceed such Maximum Rate.  It is agreed that if
the maximum contract rate of interest allowed by law and applicable to the
Transaction Documents is increased or decreased by statute or any official
governmental action subsequent to the date hereof, the new maximum contract rate
of interest allowed by law will be the Maximum Rate applicable to the
Transaction Documents from the effective date forward, unless such application
is precluded by applicable law.  If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to
Purchaser with respect to indebtedness evidenced by the Transaction Documents,
such excess shall be applied by Purchaser to the unpaid principal balance of any
such indebtedness or be refunded to the Company, the manner of handling such
excess to be at Purchaser’s election.

       

      


       

      [Signatures
Begin on Following Page]

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

      


      
        


        
          
            
              
                
                  
                    
                      
                        
                          	
                                  HEALTH
      SYSTEMS SOLUTIONS, INC.

                                
	 
      	 
      
	 
      	 
      
	
                                  By:

                                	/s/
      Michael
      G. Levine
	 
      	
                                  Michael
      G. Levine

                                
	 
      	
                                  Chief Financial
      Officer

                                


                        

                      

                    

                  

                

              

            

          

        

        


        


        
          
            
              
                
                  	
                          STANFORD
      INTERNATIONAL BANK LTD.

                        
	 
      	 
      
	 
      	 
      
	
                          By:

                        	/s/
      James
      M. Davis
	 
      	
                          James
      M. Davis

                        
	 
      	
                          Chief
      Financial
Officer

                        


                

              

            

          

        

        


      

      
        
          
          

        

        
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