TRANSITION SERVICES AGREEMENT

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), by and between Pharmagistics (“Pharmagistics”), a division of PUBLICIS SELLING SOLUTIONS, INC ., a New Jersey corporation (“PSS”) with offices located at 309 Pierce Street, Somerset, New Jersey and RVA CONSULTING, LLC , a New Jersey limited liability company with offices located at 1600 Cottontail Lane, Somerset, New Jersey (“RVA”)

WITNESSETH

      WHEREAS , PSS purchased the assets relating to the Pharmagistics business pursuant to that certain Asset Purchase Agreement dated February 23, 2007 by and among Healthcare Logistics LLC, William C. Pollock, Jr; Suzanne Pollock, Anandale Investments LLC, Thomas Pollock, Robert George and Pharmagistics LLC (Pharmagistics LLC and Healthcare Logistics LLC, collectively, “Seller”), as amended by that certain First Amendment to Asset Purchase Agreement dated as of June 15, 2007 (the Asset Purchase Agreement and the First Amendment to Asset Purchase Agreement, collectively, the “Purchase Agreement”);

      WHEREAS , on December 31, 2006 Seller owned a 70% interest in RVA;

      WHEREAS , on January 1, 2007, Seller sold the 70% interest in RVA to RVA Holdings, LLC, a New Jersey limited liability company with offices located at 5 Cold Hill Road South, Mendham, NJ 07945-0210;

      WHEREAS , Section 7.7 of the Purchase Agreement requires Pharmagistics to provide office space and certain services to RVA during the two-year period commencing January 1, 2007 and ending December 31, 2008 (the “Transition Period”); and

      WHEREAS , the parties wish to set forth their agreements with respect to their respective rights and obligations during the Transition Period;

      NOW, THEREFORE , in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     During the Transition Period RVA shall have the right to use the 9,000 square feet of office space, the additional conference room and the reception area in the building located at 1600 Cottontail Lane, Somerset, New Jersey that RVA used for the conduct of the RVA business immediately prior to the commencement of the Transition Period (the “Office Space”). Use of the Office Space includes common area maintenance, cleaning and security to be provided by the landlord, general supplies, utilities, including electricity, heat and air conditioning; and use of telephones and fax machines.

2.1		IT Services . During the Transition Period Pharmagistics shall provide RVA up to 120 hours of IT support per month in 2007 and up to 60 hours of IT support per month in 2008. RVA shall also have the right to use Pharmagistics computer infrastructure during the Transition Period (the “IT Services”). The IT services shall include phone system support, hardware purchase orders, user set-up and maintenance, help desk support, printer support, including ink cartridges; VPN support, server and network support and maintenance, including e-mail, Blackberry, laptops and desktops; firewall and data line support and maintenance; data back-up services and software updates and support (collectively, the “IT Services”).
2.2		HR Services . During the Transition Period Pharmagistics shall provide RVA up to 120 hours of HR support per month in 2007 and up to 60 hours of HR support per month in 2008. The HR services shall include benefits administration, including maintaining records of medical, dental and disability insurance coverage and 401(k) plan participation; processing new enrollees, changes and terminations; distribution of mandatory benefit plan related material to all eligible employees; Workers Compensation and general liability insurance, including maintaining records of coverage and ensuring proper level of coverage to meet client-specific and state requirements; employee relations, including conducting exit interviews and process-related communications such as COBRA coverage notification, benefit termination information and final pay calculation; maintaining personnel files, human relations communications, including offer letters, new-hire packets, promotion and adjustment letters, performance improvement letters, termination letters and policy-related information; background investigation, including conducting thorough seven-year background investigation for all field employees and ensuring that all client requirements are satisfied; ensuring that all new hires satisfy drug screening requirements; assist with the development of job descriptions for internal corporate employees, assist in developing recruitment plan and website use, ensure that all new hires are eligible for employment in the United States; new hire orientation including review of employee/employer information, benefit plans and other personnel matters and ensure that all new hires return new hire documentation relating to payroll, benefits and policies; policy development and administration including development of company policies and procedures and ensuring consistent, unbiased implementation of policies and procedures; and legal compliance and support, including ensuring compliance with federal and state legislation pertaining to personnel matters, monitoring practices and procedures to ensure compliance with employment laws and regulations, EEOC compliance and minority business compliance (collectively, the “HR Services”).
2.3		Accounting Services . During the first