ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of October 3, 2003, is made by and among EBM Solutions, Inc., a Delaware corporation (the Company), and HealthGate Data Corp., a Delaware corporation (the Buyer).

RECITALS:

WHEREAS, the Company is engaged in the business of developing, reviewing, customizing, marketing, and delivering clinical guidelines, applications and related services (the Business);

WHEREAS, the Company desires to sell to the Buyer, and the Buyer desires to purchase from the Company, substantially all of the assets and to assume certain liabilities of the Company as set forth herein, all on the terms and conditions hereinafter set forth (the Asset Purchase);

WHEREAS, the Company intends to dissolve and distribute the Share Consideration and Warrant (each as defined below) to its stockholders in accordance with its Certificate of Incorporation promptly following the Asset Purchase;

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants of the parties as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1                                 Assets. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company shall sell, transfer and deliver to the Buyer, free and clear of all liens, mortgages, charges, security interests, pledges or other encumbrances or adverse claims or interests of any nature (Encumbrances)(other than those liabilities being expressly assumed by the Buyer as provided in Section 1.3 below), and the Buyer shall purchase from the Company, all of the right, title and interest of the Company in and to all property and assets (other than Excluded Assets as defined below) owned by the Company that are used in or arise out of the conduct of the Business, wherever located and whether or not all or any of said property and assets appear on or are reflected on the Companys books, records or financial statements (collectively, the Assets), including, but not limited to, the following:

(a)                                  Software. All software (including object and source code, in machine readable and listing form), documentation (including internal documentation, documentation made available to customers and training materials), flowcharts, source code notes, software tools, compilers, test routines and information, in whatever form, and all revisions, release levels and versions of the foregoing, used in the Business, offered for sale or license by the Company, developed by or for the Company, or in the possession of the Company, including, but not

limited to the Software listed on Schedule 1.1(a) (collectively, the Software);

(b)                                 Intellectual Property. All proprietary information of the Company, including all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); all trademarks, service marks, trade dress, trade names and corporate names and any derivatives thereof; all registered and unregistered statutory and common law copyrights; all registrations, applications and renewals for any of the foregoing; and all trade secrets, confidential information, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, improvements, proposals, technical and computer data, documentation and software, financial, business and marketing plans, and customer and supplier lists and related information and all other proprietary rights relating to the design, manufacture, sale or service of products or the sale of services, and the conduct of the Business, including, but not limited to the rights listed on Schedule 1.1(b) (collectively, the Proprietary Rights);

(c)                                  Hardware and Equipment, Office Furniture, etc.. All computer hardware and equipment, including, but not limited to, all processors and peripherals used in the Business and necessary for the operation and support of the Software and the hardware and equipment, office furniture and telephone systems listed on Schedule 1.1(c);

(d)                                 Contracts. All rights of the Company under the contracts listed on Schedule 1.1(d) (collectively, the Assumed Contracts);

(e)                                  Customers. All customer lists relating to the Business of the Company and all records of customer accounts relating to the Business of the Company on the Closing Date;

(f)                                    Goodwill. All goodwill relating to the Business;

(g)                                 Records. All records and files of the Company relating to the Assets and the Business including, but not limited to, sales and purchase correspondence, books of account and employment records;

(h)                                 Licenses, Permits and Approvals. All rights of the Company in and to permits, licenses, franchises, approvals, authorizations and consents by or of federal, state, local or foreign governmental authorities or third parties (Permits) relating primarily to, or necessary for the continued conduct of, the Business or required in connection with ownership or operation of the Assets, to the extent assignable, including, but not limited to the Permits listed on Schedule 1.1(h);

(i)                                     Claims. All causes of action, claims, warranties, guarantees, refunds, rights of recovery and set-off of every kind and character of the Company, if related to the Assets or arising in connection with the Business;

(j)                                     Accounts Receivable. All accounts receivable arising from the Companys operation of the Business;

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(k)                                  Internet Related Assets. Any website, web page, Internet address, URL or other identifying materials published on the Internet by the Company relating to the Business, including, but not limited to the domain names listed on Schedule 1.1(k); and

(l)                                     Cash.  Cash on hand or in bank accounts which shall equal the amount described in Section 8.2(b).

(m)                               Other Property. All other properties and assets owned or held by the Company that are used in, or are necessary for the continued conduct of, the Business as of the Closing Date, whether or not of a type falling within any of the categories of assets or properties described above.

1.2                                 Excluded Assets. Except as set forth on Schedule 1.3, the following properties and assets of the Company shall not be deemed part of the Assets and shall be retained by the Company and shall be expressly excluded from the purchase and sale contemplated by this Agreement (collectively, the Excluded Assets):

(a)                                  Claims. All causes of action, claims, rights of recovery and set-off of the Company not relating to the Assets or arising out of the conduct of the Business;

(b)                                 Employment Agreements and Employee Benefit Plans and Arrangements. All employment agreements between the Company and any of its employees and all Employee Benefit Plans and Arrangements of the Company and any and all rights to the assets thereof;

(c)                                  Collective Bargaining Agreements. All collective bargaining agreements of the Company, if any; and

(d)                                 Certain Contracts. All contracts of the Company not expressly assumed by the Buyer pursuant to Section 1.1(d).

1.3                                 Limited Assumption of Liabilities.  Except as set forth in this Section 1.3, the Buyer will not and shall not assume, agree to pay, perform or discharge or in any way be responsible for any debts, liabilities or obligations of the Company, including, but not limited to, those debts, liabilities or obligations (i) relating to Tax (as defined in Section 3.16) or Litigation (as defined in Article III), (ii) arising out of or relating in any way to the Assets or the Business or (iii) of the Company of any kind or nature whatsoever (all such liabilities and obligations not being assumed by the Buyer are referred to as Excluded Liabilities), except for (x) assumption of the performance of the Companys obligations arising after the Closing Date under the Assumed Contracts and (y) those liabilities in the amounts described and set forth on Schedule 1.3 (collectively, the Assumed Liabilities).

ARTICLE II

CONSIDERATION AND MANNER OF PAYMENT

2.1                                 Purchase Price. In consideration for the sale of the Assets to the Buyer hereunder,

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and as the purchase price for the Assets (the Purchase Price), Buyer shall deliver to the Company at Closing: (a)  seven hundred fifty-two thousand forty-eight (752,048) shares (the Share Consideration) of the Buyers Common Stock, $0.03 par value per share (the Common Stock) and (b) a warrant in the form of Exhibit A hereto to purchase up to 333,333 shares of Buyers Common Stock at a purchase price of $1.20 per share (the Warrant), in each case registered in the name of the Company.

2.2                                 Restricted Securities. The Company acknowledges that the shares of Common Stock representing the Share Consideration and the Warrant have not been registered under the Securities Act of 1933 (the Act) and are restricted securities, as further described in Section 3.20 below.

2.3                                 Allocation of Purchase Price. Buyer will propose an allocation of the Purchase Price in accordance with the allocation method required by Section 1060 of the Internal Revenue Code of 1986, as amended (the Code) and the regulations thereunder.  Subject to the Companys agreement with such allocation, which will not be unreasonably withheld, Buyer and the Company each agree to report the federal, state and local income tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, in a manner consistent with such allocation.

ARTICLE III

COMPANY REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to the Buyer as set forth in this Article III, except as set forth on the Schedule of Exceptions attached hereto, specifically identifying the relevant sections of this Article III to which each such exception applies, which exceptions shall be deemed to modify the representations and warranties made hereunder.

For purposes of this Agreement:

Knowledge or Known with respect to Buyer or the Company (including references to Buyer or the Company being aware of a particular matter) shall mean those facts that are known by any officer of Buyer or the Company, in each case after such inquiry as is reasonable in connection with the transactions contemplated by this Agreement and with the performance of his or her duties and responsibilities as an officer of Buyer or the Company, as applicable.

Litigation means any suit, action, cause of action (whether at law or in equity), arbitration, claim, complaint, proceeding, investigation or criminal prosecution.

Material Adverse Effect means any change, effect, matter, event, occurrence or circumstance that has or would reasonably be expected to have a material adverse effect on (i) the business, assets or properties (including intangible assets or properties), liabilities, results of operations or financial condition of Buyer or the Company, as applicable or (ii) the ability of Buyer or the Company, as applicable, to perform its obligations under this Agreement.

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3.1                                 Organization; Power; Good Standing; Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite legal and corporate power and authority to own and operate its Assets and to carry on its Business as now conducted, to execute and deliver this Agreement and to carry out the provisions of this Agreement. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in the State of Tennessee and each other jurisdiction in which the failure so to qualify would have a Material Adverse Effect on the Company

3.2                                 Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder has been taken or will be taken prior to the Closing. This Agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors rights generally. Except for the obtainment of the requisite approval of the Companys stockholders, which shall be obtained prior to Closing, the Companys execution, delivery and performance of this Agreement and the Companys consummation of the transactions contemplated hereby have been duly and validly authorized by all corporate action required of the Company by applicable law, its Amended and Restated Certificate of Incorporation (the Charter) or Bylaws. Notwithstanding anything to the contrary herein, the Company hereby acknowledges, represents and warrants that its Board of Directors has approved this Agreement and the transactions contemplated hereby, has declared this Agreement and the transactions contemplated hereby to be advisable and in the best interests of the Company and shall within 3 business days hereof submit the same to the stockholders of the Company for their approval.

3.3                                 Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state, or federal governmental authority or other person or third party (other than the Companys Board of Directors and stockholders) is required on the part of the Company in connection with the Companys valid execution, delivery, or performance of this Agreement.

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