AGREEMENT

(1)

LOGOS TECHNOLOGIES LTD (IN ADMINISTRATION) (registered in England with company no. 04164080) whose registered office is at Begbies Traynor LLP, 41 Castle Way, Southampton, Hampshire SO14 2BW (“ the Vendor ”) acting by its joint administrators ANTONY ROBERT FANSHAWE and JULIE ANN PALMER (without personal liability) (“ the Administrators ”);

(2)

OMNICOMM, LTD (registered in England with company no. 6960362) whose registered office is at c/o Hunton & Williams, 30 St Mary Axe, London EC3A 8EP (“ the Purchaser ”); and

(3)

The Administrators.

(A)

The Administrators were appointed as joint administrators of the Vendor on 31 July 2009.

(B)

The Vendor has agreed to sell and the Purchaser has agreed to buy whatever right title and interest (if any) the Vendor may have in the Business and the Assets (both as defined below) subject to the terms of this Agreement with a view to the Purchaser carrying on the Business as a going concern in succession to the Vendor.

1

DEFINITIONS

1.1

In this Agreement the following expressions shall unless the context otherwise requires have the following meanings:-

1.1.1

“Administrators’ Solicitors” means Paris Smith LLP of Number 1 London Road, Southampton, Hampshire SO15 2AE;

1.1.2

“Assets” means as defined in Clause 2.1;

1.1.3

“Book Debts” means:

(a)

all debts and other sums due or payable to the Vendor in connection with the Business at the Transfer Time;

(b)

all debts or other sums which become due or payable to the Vendor after the Transfer Time in connection with goods supplied or services performed in connection with the Business prior to the Transfer Time;

(c)

any interest payable on those debts or other sums; and

(d)

the benefit of all securities, guarantees, indemnities and rights relating to those debts or other sums;

1.1.4

“Business” means the Vendor’s business of writing and maintaining software for phase 1 clinical trials carried on by the Vendor at the Transfer Time;

1.1.5

“Completion” means completion in accordance with the provisions of Clause 4;

1.1.6

“Contracts” means the contracts and arrangements (if any) of the Vendor with and orders (if any) from the persons listed in Schedule 4 subsisting at the Transfer Time;

1.1.7

“Employees” means those persons listed in Schedule 3;

1.1.8

“Encumbrance” means all encumbrances and includes any mortgage, debenture, charge, rent charge, pledge, hypothecation, lien, assignment by way of security, title retention, option, right to acquire, right of pre-emption, right of set off, counterclaim, trust arrangement or other security, preferential right or agreement to confer any of the foregoing or any equity or restriction;

1.1.9

“Excluded Assets” means those assets of the Vendor listed in Schedule 2;

1.1.10

“Excluded Contracts” means the Rent Deposit Deeds, the Lease, the contracts and arrangements entered into by the Vendor prior to the Transfer Time with Singapore Healthe Services Pte Ltd, Duke Clinical Research Unit and Cetero Research and any other contracts and arrangements entered into by the Vendor prior to the Transfer Time for the sale of goods or the provision of services by or to the Vendor which at the Transfer Time remain to be performed, in whole or in part, by the Vendor but excluding the Contracts;

1.1.11

“Goodwill” means the goodwill custom and connections of the Vendor in relation to the Business together with the exclusive right (so far as the Vendor can grant it) for the Purchaser to represent and hold itself out as carrying on the Business in succession to the Vendor;

1.1.12

“Intellectual Property” means (if any) the patents, patentable rights, rights in inventions, copyrights, design rights and related rights, utility models, trade marks (whether or not registered (including the trademark ALPHADAS registered in the UK in classes 09 and 16)), trade names and domain names, and any other intellectual property rights in each case owned and used in the Business (including without limitation the software in Alphadas 3), in each case whether registered or unregistered and including all applications (and rights to apply) for and the right to apply for or register the same (present, future and contingent and all renewals, extensions or revivals of, such rights including all accrued rights of action) and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

1.1.13

“Lease” the lease of the Premises entered into between the Vendor (as tenant) and the Berthon Boat Company Limited (as landlord) dated 15 May 2009;

1.1.14

“Lease Agreements” means any credit, deferred sale, hire purchase or leasing arrangement or agreement and “Lease Agreement” shall be construed accordingly;

1.1.15

“Leased Assets” means any of the Assets which are subject to Lease Agreements;

1.1.16

“Office Furniture” means (if any) the office furniture and office equipment at the Premises as listed in Schedule 1;

1.1.17

“Plant and Machinery” means (if any) all plant and equipment including any motor vehicles of the Vendor at the Premises as listed in Schedule 1;

1.1.18

“Premises” means the leasehold premises occupied by the Vendor at Navigation House, The Shipyard, Bath Road, Lymington, Hampshire SO41 3YJ;

1.1.19

“Purchase Price” means £92,000;

1.1.20

“Records” means (if any) all commercial records information paperwork costings and files at the Premises which relate exclusively to the Business but excluding any financial and accounting and VAT records;

1.1.21

“Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

1.1.22

“Rent Deposit Deeds” means the rent deposit deeds entered into between the Vendor and Berthon Boat Company Limited dated 30 April 2007 and 15 May 2009;

1.1.23

“Stocks” means the stock (if any) of the Vendor at the Premises as listed in Schedule 1;

1.1.24

“Transfer Time” means 5.00pm on the date of this Agreement;

1.1.25

“Working Day” means a day other than a Saturday, Sunday or a bank or public holiday in England.

1.2

References to any statutory provisions are to those provisions as from time to time amended, extended, re-enacted or consolidated and (so far as liability thereunder may exist or can arise) shall include any prior statutory provisions (as from time to time amended, extended, re-enacted or consolidated) which such provisions have directly or indirectly replaced.

1.3

References to “persons” shall include individuals, bodies corporate, unincorporated associations and partnerships.

1.4

The headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.

1.5

In this Agreement:

1.5.1

words in the singular include the plural and vice versa and words in one gender include any other gender;

1.5.2

references to clauses and schedules are to clauses and schedules of this agreement and references to sub-clauses and paragraphs are references to sub-clauses and paragraphs of the clause or schedule in which they appear;

1.5.3

any phrase introduced by the terms “including”, “in particular” or any other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding these terms;

1.5.4

a reference to the Administrators shall be construed as being to any other person who is appointed as an Administrator in substitution for the Administrators or as an additional Administrator in conjunction with the Administrators.

2

SALE OF ASSETS

2.1

With effect from the Transfer Time, the Vendor acting by the Administrators shall sell and the Purchaser shall purchase as a going concern the entirety of the Vendor’s right title and interest (if any) in the following (the “ Assets ”):

2.1.1

the Business, the benefit (but subject to the burden) of the Contracts, the Goodwill, the Intellectual Property and the Records for £78,500;

2.1.2

the Office Furniture, Plant and Machinery and Stocks for £13,500;

2.2

The Excluded Assets are excluded from the sale.

3

CONSIDERATION

3.1

The Purchase Price shall be paid in cash in full upon Completion by way of telegraphic transfer to the Administrators’ Solicitor’s client account being “Paris Smith LLP Undesignated Client Account, National Westminster Bank plc, sort code 56-00-68, account number 37559583 - reference RAA/19914/18”. The Administrators’ Solicitors are authorised by the Vendor to receive payment of the Purchase Price and all other sums payable hereunder, on the Vendor’s behalf and the Administrators’ Solicitors receipt shall be a sufficient discharge for the Purchaser.

3.2

The parties intend that Article 5 of the Value Added Tax (Special Provisions) Order 1995 shall apply to the sale under this Agreement and each party shall use its reasonable endeavours to procure that the sale of the Business is treated as neither a supply of goods nor a supply of services under that Article. If the said relief is not available then the Purchaser shall pay to the Vendor a sum equal to the Value Added Tax at the appropriate rate in respect of such of the Assets as are chargeable to Value Added Tax within 5 Working Days after the Vendor has issued a valid tax invoice for them.

4

COMPLETION

4.1

Completion of the sale and purchase shall take place at the offices of the Administrators’ Solicitors or at such other place as the parties may agree immediately after the execution of this Agreement.

4.2

On Completion of the sale and purchase:-

4.2.1

the Purchaser shall pay the Purchase Price in accordance with clause 3.1;

4.2.2

the Vendor shall deliver to the Purchaser the Assets, title to which is capable of transfer by delivery;

4.2.3

hold all other Assets on trust for the Purchaser absolutely, pending the assignment or novation thereof (as the case may be); and

4.2.4

the Purchaser shall accept delivery of the Assets.

4.3

On Completion and not before but with effect from the Transfer Time, risk in and title to (to the extent that the Vendor is able to transfer title) the Assets shall pass to the Purchaser.

5

THE CONTRACTS

5.1

With effect from the Transfer Time, the Vendor (acting by the Administrators) hereby assigns (as far as it is able to) the benefit, subject to the burden, of the Contracts. The Purchaser shall take over, adopt and accept responsibility for the completion of the Contracts and assume all obligations and liabilities (relating to the performance of the Contracts after the Transfer Time) in respect of the Contracts and the Purchaser shall indemnify and keep the Vendor and the Administrators fully indemnified against any such obligations and liabilities.

5.2

Insofar as the Contracts cannot effectively be assigned to the Purchaser without the consent of a third party or except by an agreement of novation:

5.2.1

the Vendor, the Administrators and the Purchaser shall (at the Purchaser’s expense) co-operate (so far as is reasonable and practicable) to procure that such consent is obtained and the Vendor, the Administrators and the Purchaser shall enter into a deed of novation (to the satisfaction of the Administrators) where such consent has been obtained;

5.2.2

unless and until such consent is obtained or the Contracts are novated, the Purchaser shall, for its own benefit and to the extent that the Contracts permits, perform (but at the Purchaser’s expense) all the obligations arising from the Transfer Time of the Vendor and shall indemnify and keep the Vendor and the Administrators fully indemnified against any liability arising as a result of any act, neglect, default or omissio