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Agreement To Transfer Partnership Interests

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Exhibit 10.1 AGREEMENT TO TRANSFER PARTNERSHIP INTERESTS This Agreement to Transfer Partnership Interests (this " Agreement" ) is executed and delivered as of October 1, 2007, and is by and among the former BileniaTech, L.P. partners who hold partnership interests in Atiam Technologies L.P., as set forth on the signature page hereto (each, a " BileniaTech Holder" and collectively, the " BileniaTech Holders" ) and HBDC Acquisition, LLC, a Delaware limited liability company (" Acquisition Sub" ). W I T N E S S E T H: WHEREAS , Acquisition Sub is a wholly owned subsidiary of Health Benefits Direct Corporation (" HBDC" ) formed by HBDC for the purpose of acquiring all of the general and limited partnership interests of Atiam Technologies L.P., a Delaware limited partnership (" Atiam" ); WHEREAS , the general and limited partnership interests of Atiam are held by the BileniaTech Holders and by System Consulting Associates, Inc., a Pennsylvania corporation (" SCA" ); WHEREAS , SCA owns 59.4% of the limited partnership interests in Atiam and 60% of the member interests in Atiam Technologies GP LLC, a Delaware limited liability company, and the sole general partner of Atiam (the " Atiam General Partner" ), which Atiam General Partner owns a 1.0% general partner interest in Atiam; and the BileniaTech Holders collectively own 39.6% of the limited partnership interests in Atiam and Noah Prywes, a BileniaTech Holder, owns 40% of the member interests in the Atiam General Partner (collectively, the " BileniaTech Atiam Interests" ); WHEREAS , HBDC, Acquisition Sub, SCA and the shareholders of SCA are all parties to that certain Agreement and Plan of Merger, dated September 21, 2007 ( the " Merger Agreement" ), pursuant to which SCA will merge with and into Acquisition Sub; WHEREAS , one of the closing conditions to the consummation of the transactions contemplated by the Merger Agreement is the acquisition, by Acquisition Sub, of all of the BileniaTech Atiam Interests; and WHEREAS , each BileniaTech Holder has agreed to sell his, her or its BileniaTech Atiam Interest to HBDC, or an affiliate of HBDC, either directly or through a transaction effected by SCA, and each BileniaTech Holder has executed and delivered an irre
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