ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made as of May 18, ("Buyer"), Advanced Bio/Chem, Inc. d/b/a ProtcEx, a Nevada corporation (the Agreement are defined in Section 12. The Disclosure Letter, together with any...

Exhibit 2.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement") is made as of May 18,

2004 by and among Power3 Medical Products, Inc., a New York corporation

("Buyer"), Advanced Bio/Chem, Inc. d/b/a ProtcEx, a Nevada corporation (the

"Company") and Xxxxxx X. Xxxx and Xxx Xxxxxxxxx (collectively, the

"Shareholders"). Capitalized terms that are not defined elsewhere in this

Agreement are defined in Section 12. The Disclosure Letter, together with any

supplements to the Disclosure Letter, is hereby incorporated in this Agreement,

and made a part hereof, by this reference.

The Company desires to sell to Buyer, and Buyer desires to purchase from

the Company, all of the Company's assets for the consideration and on the terms

set forth in this Agreement. In consideration of the benefits that they will

receive by virtue of the Contemplated Transactions, each of the Shareholders is

agreeing to make the representations, warranties, and indemnifications in this

Agreement jointly and severally with the Company and each of the Shareholders is

agreeing to enter into and be bound by a Non-competition Agreement

("Non-competition Agreement") and an Employment Agreement ("Employment

Agreement") containing, among other things, covenants respecting

confidentiality, non-competition and non-solicitation, with Buyer.

NOW THEREFORE, in consideration of the mutual covenants of the parties set

forth in this Agreement and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:

1. SALE AND TRANSFER OF ASSETS; CLOSING

1.1 ASSETS AND ASSUMED LIABILITIES

(a) Subject to the terms and conditions of this Agreement, at the

Closing the Company will sell, transfer, and convey to Buyer, free and

clear of any Encumbrances, and Buyer will purchase from the Company, all

assets of the Company (collectively, the "Assets"), including all of the

Company's right, title, and interest in and to the following assets:

(i) all rights under Applicable Contracts;

(ii) all tangible personal property owned, used or leased by

the Company, wherever located;

(iii) all phone systems, fixtures and furniture and phone

numbers;

(iv) all trademarks, trademark applications, trade names,

Trade Secrets and any and all other intellectual property rights,

including those derived, if any, from services previously rendered

to customers and the right to xxx for past infringements thereof;

(v) all software in which the Company has an interest

including source and object codes; all causes of action,

judgments, claims, and demands of any nature related to such

software;

(vi) all customer lists, supplier lists, sales and marketing

records and materials, problem lists, license and maintenance fee

records, and other business records;

(vii) all current assets, including all cash, prepaid

expenses, and trade and other accounts and notes receivable;

(viii)all intangible property, including goodwill and

covenants not to compete; and

(ix) all right title and interest into the assumed name

ProtcEx.

(b) Subject to the terms and conditions of this Agreement, at the

Closing the Buyer will assume all of the Company's obligations arising on

or after the date of the Closing under the Applicable Contracts listed in

Part 2.5 of the Disclosure Letter, except to the extent such liabilities

and obligations are specifically excluded by this or the next paragraph of

this Section 1.1(b), and the liabilities listed on Schedule 1.1(b)

(collectively, the "Assumed Obligations"). Notwithstanding anything to the

contrary above, Buyer will not assume any liabilities or obligations of

the Company if the existence of such liabilities or obligations either

are, or give rise to or result from, facts or circumstances that

constitute a misrepresentation or breach of the representations and

warranties in Section 2 (irrespective of their period of survival in

Section 10.1), either as of the date of this Agreement or as of the

Closing Date as if made on the Closing Date. The Assumed Obligations are

the only liabilities and obligations of the Company that Buyer will assume

in connection with the Contemplated Transactions.

1.2 PURCHASE PRICE

The purchase price (the "Purchase Price") for the Assets will be paid

partly by delivering 15,000,000 shares (the "Purchase Shares") of Common Stock

of Buyer, $.001 par value per share (the "Buyer Shares").

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

The Company and the Shareholders, jointly and severally, represent and

warrant to Buyer as follows:

2.1 ORGANIZATION AND GOOD STANDING

The Company is a corporation duly organized, validly existing, and in good

standing under the laws of the State of Nevada, with full power and authority to

conduct its business as it is now being conducted, to own, hold under lease, or

otherwise possess or use the properties and assets that it purports to own, hold

under lease, or otherwise possess or use, and to perform all its obligations

under the Contracts.

2.2 AUTHORITY; NO CONFLICT

(a) This Agreement constitutes the legal, valid, and binding

obligation of the Company and each of the Shareholders, enforceable

against the Company and each of the Shareholders in accordance with its

terms. The Company has the absolute and unrestricted right, power,

authority, and capacity to execute and deliver this Agreement and to

perform its obligations under this Agreement. Each of the Shareholders has

all requisite legal capacity to execute and deliver this Agreement and his

Employment Agreement, if applicable, and to perform his obligations

thereunder. This Agreement and the Employment Agreement of each

Shareholder, if applicable, when executed, will constitute the legal,

valid, and binding obligations of such Shareholder enforceable against him

in accordance with their respective terms.

(b) Neither the execution and delivery of this Agreement or the

Employment Agreements, nor the consummation or performance of any of the

Contemplated Transactions will, directly or indirectly:

(i) contravene, conflict with, or result in (with or without

notice or lapse of time) a violation or breach of (A) any

provision of the organizational documents of the Company, (B) any

resolution adopted by the board of directors (or any Person or

group of Persons exercising similar authority) or the

Shareholders, (C) any Legal Requirement or any Order to which the

Company, any Shareholder or any of the Assets may be subject, or

give any Governmental Body or other Person the right (with or

without notice or lapse of time) to challenge any of the

Contemplated Transactions or to exercise any remedy or obtain any

relief under any such Legal Requirement or Order; (D) any of the

terms or requirements of, or give any Governmental Body the right

(with or without notice or lapse of time) to revoke, withdraw,

suspend, cancel, terminate, or modify, any Governmental

Authorization that is held by the Company or that otherwise

relates to the Company's business or any of the Assets, or (E) any

provision of, or give any Person the right (with or without notice

or lapse of time) to declare a default or exercise any remedy

under, including the release of any asset or property of the

Company held in escrow, or to accelerate the maturity or

performance of, or to cancel, terminate, or modify, any Contract;

(ii) cause Buyer or the Company to become subject to, or to

become liable for the payment of, any tax or cause any of the

Assets to be reassessed or revalued by any taxing authority or

other Governmental body;

(iii) result in (with or without notice or lapse of time) the

imposition or creation of any Encumbrance upon or with respect to

any of the Assets; or

(iv) require any notice to or Consent from any Person.

2.3 TITLE TO PROPERTIES; ENCUMBRANCES

The Company has good, sole and marketable right, title and interest to the

Assets, free and clear of any Encumbrances. The Company has the right to convey,

and upon the consummation of the transactions contemplated by this Agreement,

the Company will have conveyed and Buyer will be vested with, good and

marketable title and interest in and to the Assets, free and clear of all

Encumbrances. The Company has not infringed, and is not infringing, on any

contains a complete list of all third party materials which are a component of

or incorporated in or specifically required to develop or support any of the

Company's products ("Materials"), and a list of any restrictions on the

Company's unrestricted right to use, incorporate or distribute the Materials.

The Company is not in violation of any license, sublicense or agreement with

respect to an Embedded Product. Neither the Company nor any Shareholder has

received any notice from any Person that is contrary to any of the foregoing

representations.

2.4 LEGAL PROCEEDINGS; ORDERS

Except as set forth in Part 2.4 of the Disclosure Letter, there is no

claim, counter-claim, action, suit, order, proceeding or investigation pending

or, to the knowledge of the Company or the Shareholders, threatened against or

involving the Company (or pending or threatened against any of the officers,

directors or key employees of the Company), its business or the Assets, or

relating to the transactions contemplated hereby, before any court, agency or

other governmental body; nor is there any reasonable basis for any such claim,

action, suit, proceeding or governmental investigation. Neither the Company nor

any Shareholder is directly subject to or affected by any Order. Neither the

Company nor any Shareholder has received any opinion or memorandum or legal

advice from legal counsel retained by them to the effect that any of them is

exposed, from a legal standpoint, to any liability which may be material to the

Company's business or the Assets. The Company is not engaged in any legal action

to recover monies due it or for damages sustained by it.

2.5 CONTRACTS; NO DEFAULTS

Part 2.5 of the Disclosure Letter contains a correct and complete list of

every Applicable Contract, correct and complete copies of which previously have

been furnished to the Buyer (or forms thereof, where form agreements are used;

provided that any and all deviations or changes to the forms in any individual

case are described in Part 2.5 or the Disclosure Letter). Except as set forth in

Part 2.5 of the Disclosure Letter, all of the Applicable Contracts may be

assigned to Buyer without the consent, approval, novation or waiver of any third

party. The Company is not in default, and no event has occurred which with the

giving of notice or the passage of time or both would constitute a default,

under any Applicable Contract or any other obligation owed by the Company, and

no event has occurred which with the giving of notice or the passage of time or

both would constitute a default by any other party to any such Applicable

Contract or obligation. Each of the Applicable Contracts is in full force and

effect, is valid and enforceable in accordance with its terms and is not subject

to any claims, charges, setoffs or defenses. Without limiting the foregoing,

Part 2.5 of the Disclosure Letter includes a list of each licensing,

distribution, maintenance or support, trial, beta test, consulting, development,

escrow, sales, non-competition, reseller, and sales representative agreement,

any other Applicable Contract containing covenants that in any way purport to

restrict the Company's business activity or limit the freedom of the Company to

engage in any line of business or to compete with any Person which relates to or

affects the Assets or Buyer's right to use, sell, develop, modify, license or

distribute the Assets.

2.6 INTELLECTUAL PROPERTY

(a) Part 2.6(a) of the Disclosure Letter contains a true and

complete list of all copyrights, trademarks, service marks, trade names,

patents, business names, domain names and other similar intangible

property rights and interests (hereinafter sometimes individually and

collectively referred to as the "Intellectual Property Rights") applied

for, issued to or owned by the Company, under which the Company is

licensed or franchised, or used in the conduct of the Company's business,

all of which are valid and in good standing and uncontested, except as

disclosed on Part 2.6(a) of the Disclosure Letter. The Company has

delivered to Buyer copies of all documents establishing the Intellectual

Property Rights. Except as disclosed on Part 2.6(a) of the Disclosure

Letter, the Company is not infringing upon or otherwise acting adversely

to any Intellectual Property Right owned by any person or persons, and

there is no such claim or action pending, or to the best knowledge of the

Company and the Shareholders threatened with respect thereto. The Company

and the Shareholders have no knowledge that any Person is infringing on

any Intellectual Property Right of the Company.

(b) The Company has taken all reasonable security measures to

protect the secrecy, confidentiality, and value of the Trade Secrets, and

any other persons who have knowledge of or access to information relating

to the Trade Secrets have been put on notice and, if appropriate, have

entered into agreements that the Trade Secrets are proprietary to the

Company and are not to be divulged or misused. All of the Trade Secrets

are presently valid and protectable, are not part of the public domain,

and have not been used, divulged, or appropriated for the benefit of any

persons other than the Company or to the detriment of the Company. The

Company and the Shareholders have no knowledge that any Person is

infringing on any Trade Secret of the Company.

accurate list of all software developed by the Company (the "Software").

The Company is in actual and sole possession of the complete source code

of the Software and all Design Documentation. Except as set forth in Part

2.6(c) of the Disclosure Letter there are no defects in any Software, and

there are no errors in any Design Documentation, which defects or errors

would in any material respect affect the use of any Software or the

functioning of any Software in accordance with the specifications for the

Software published by the Company or its customers, the Software has all

the features described in the Design Documentation for that Software and

materials made available to the Company's customers, and the Software does

not contain any "back door," "time bomb," "Trojan horse," "worm," "drop

dead device," "virus" (as these terms are commonly used in the computer

software industry), or other software routines or hardware components

designed to permit unauthorized access, to disable or erase software,

hardware, or data, or to perform any other similar type of functions. The

Company has delivered to Buyer complete and accurate records of the

Company with respect to Software fixes (including fixes currently in

progress), problem lists, maintenance of the Software, and customer

complaints, and all warranty claims (including any pending claims) related

to the Software are described in Part 2.6(c) of the Disclosure Letter.

Except as set forth in Part 2.6(c) of the Disclosure Letter, the Company

has made no representations and warranties with respect to the Software.

2.7 DISCLOSURE

(a) No representation or warranty of the Company or the

Shareholders in this Agreement and no statement in the Disclosure Letter

omits to state a material fact necessary to make the statements herein or

therein, in light of the circumstances in which they were made, not

misleading.

(b) No notice given pursuant to Section 4.2 will contain any

untrue statement or omit to state a material fact necessary to make the

statements therein or in this Agreement, in light of the circumstances in

which they were made, not misleading.

the body of this Agreement and those in the Disclosure Letter (other than

an exception expressly set forth as such in the Disclosure Letter with

respect to a specifically identified representation or warranty), the

statements in the body of this Agreement will control.

2.8 BROKERS OR FINDERS

Except as set forth in Part 2.8 of the Disclosure Letter, the Company, the

Shareholders and their agents have incurred no obligation or liability,

contingent or otherwise, for brokerage or finders' fees or agents' commissions

or other similar payment in connection with this Agreement.

2.9 OWNERS; OWNERSHIP DOCUMENTS.

Part 2.9 of the Disclosure Letter sets forth the names and address of all

persons who have any equity interest in the Company. There are no outstanding

warrants, options, commitments or rights of any kind to acquire from the Company

any equity or other security interest in the Company of any kind. The Company

has delivered to Buyer true and complete copies of all agreements governing the

operation of the Company and the rights and obligations of Shareholders of the

Company, including true and complete copies of the Company's Articles of

Incorporation, By Laws and all amendments thereto.

2.10 FINANCIAL STATEMENTS

(a) The Company has heretofore provided to Buyer true, complete

and correct copies of (i) audited balance sheets, statements of

operations, Shareholder's capital and cash flows for the Company (together

with all notes and opinions thereto of independent auditors) for the

fiscal years ended December 31, 2001 through December 31, 2003 and (ii)

unaudited balance sheets, statements of income, shareholder's equity

capital and cash flows for the Company for the first quarter ending March

31, 2004 (collectively, the "Financial Statements"). The Financial

Statements have been prepared on the accrual basis and otherwise in

conformity with GAAP and present fairly in all material respects the

assets, liabilities, financial position and results of operations of the

Company.

(b) The Company shall provide to Buyer true and correct copies of

unaudited interim balance sheets, statements, of income, operations,

Shareholder's capital and cash flow for the Company for each month and

three month period (together with year-to-date statements) beginning with

the statements for the month ending April 30, 2004 and through the month

preceding the Closing (collectively, the "Interim Statements"). The

Interim Statements shall be prepared on the accrual basis and otherwise in

conformity with GAAP (except for required and normal year-end adjustments)

and present fairly in all material respects the assets, liabilities,

financial position and results of operations of the Company as of the

respective dates and for the respective periods covered thereby.

2.11 OPERATIONS SINCE March 31, 2004

(a) Since March 31, 2004, there has been (i) no material adverse

change in the Assets (individually or in aggregate), or the operations of

the Company, no fact or condition exists or is contemplated or threatened

which might reasonably be expected to cause such a change in the future

other than Buyer's purchase and use of the Assets and conditions

attributable to the overall economy and e-commerce business in general and

(ii) no damage, destruction, loss or claim, whether or not covered by

insurance, or condemnation or other taking, adversely affecting, in any

material respect, the Assets or the operations of the Company.

(b) Since June 14, 1990, the Company has conducted its business in

the ordinary course consistent with existing operating procedures and

practices. Without limiting the generality of the foregoing, since June

14, 1999, except as set forth on Part 2.11(b),the Company has not:

(i) sold, leased, transferred or otherwise disposed of

(except in the ordinary course of business), or mortgaged or

pledged, or imposed or suffered to be imposed by lien, charge or

encumbrance on, any of the Assets;

(ii) canceled any debts owed to, or claims held by the

Company (including the settlement of any claims or litigation)

other than in the ordinary course of business consistent with past

practice;

(iii) canceled or terminated any material contact,

relationship, lease or agreement or entered into and become bound

by any material contract, relationship, lease or agreement;

(iv) delayed payment of any account payable or other

liability beyond its due date or the date when such liability

would have been paid in the ordinary course of business consistent

with the past practice;

(v) entered into, amended, waived or declared (or received a

declaration of) default under any Contract;

(vi) made any distribution or other payment to any equity

owner; or

(vii) made any agreements, written or oral, to perform any of

the above, other than this Agreement.

2.12 NO UNDISCLOSED LIABILITIES

The Company is not subject to any liability, commitment or obligation

(including unasserted claims whether known or unknown), whether absolute,

contingent, accrued or otherwise, except as set forth on Schedule 1.1(b).

2.13 TAXES

Except as set forth in Part 2.13 of the Disclosure Letter, the Company has

and will timely file all required federal, state, county and local income,

excise, withholding, property, sales, use, franchise and other tax returns,

declarations and reports which are required to be filed on or before the date

hereof and the Closing, and has paid or reserved for all taxes which have become

due pursuant to such returns or pursuant to any assessment which has become

payable. All monies required to be withheld by the Company from employees for

income taxes, social security, workmen's' compensation, unemployment insurance

and other payroll taxes have been collected or withheld, and either paid to the

respective governmental agencies, set aside in accounts for such purposes, or

accrued, reserved against and entered upon the books of the Company. The

returns, declarations and reports referred to in the previous sentences of this

Section 2.13 are or will be true and correct and reflect or will reflect

accurately all taxable income or tax liabilities for the periods covered

thereby. The Company has not received a notice that any examination of or

proceeding with respect to any tax return or report has been scheduled or

conducted. There are no outstanding agreements or waivers extending the

statutory period of limitations applicable to any tax return of the Company.

2.14 ACCOUNTS RECEIVABLE

All accounts and notes receivable of the Company have arisen from bona

fide transactions in the ordinary course of business, none of such accounts or

notes receivable is subject to defense, counterclaim or set off, and none of the

account debtors of such accounts or notes receivable is an affiliate of the

Company or any Shareholder.

2.15 EMPLOYEE RELATIONS

The Company does not have any employees.

3. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Company as follows:

3.1 ORGANIZATION AND GOOD STANDING

Buyer is a corporation duly organized, validly existing, and in good

standing under the laws of the State of Delaware, its state of incorporation.

3.2 AUTHORITY; NO CONFLICT

(a) This Agreement and Buyer's Closing Documents constitute the

legal, valid, and binding obligation of Buyer, enforceable against Buyer

in accordance with their terms. Buyer has the absolute and unrestricted

right, power, and authority to execute and deliver this Agreement and

Buyer's Closing Documents and to perform its obligations under this

Agreement and Buyer's Closing Documents.

(b) Neither the execution and delivery of this Agreement and

Buyer's Closing Documents by Buyer nor the consummation or performance of

any of the Contemplated Transactions by Buyer will give any Person the

right to prevent, delay, or otherwise interfere with any of the

Contemplated Transactions pursuant to: (i) any provision of Buyer's

charter documents or bylaws; (ii) any resolution adopted by the board of

directors or the stockholders of Buyer; (iii) any Legal Requirement or

Order to which Buyer may be subject; or (iv) any Contract to which Buyer

is a party or by which Buyer may be bound. Buyer is not required to give

any notice to or obtain any Consent from any Person in connection with the

execution and delivery of this Agreement by Buyer or the consummation or

performance of any of the Contemplated Transactions by Buyer.

3.3 CERTAIN PROCEEDINGS

There is no pending Proceeding that has been commenced against Buyer and

that challenges, or may have the effect of preventing, delaying, making illegal,

or otherwise interfering with, any of the Contemplated Transactions. To Buyer's

knowledge, no such Proceeding has been threatened (orally or in writing).

3.4 CAPITALIZATION

[Standard representations and warranties to follow]

3.5 BROKERS OR FINDERS

Buyer and its officers and agents have incurred no obligation or

liability, contingent or otherwise, for brokerage or finders' fees or agents'

commissions or other similar payment in connection with this Agreement, except

to Xxxxxxx, Xxxxx & Xxxxxx, LLP.

4. COVENANTS OF THE COMPANY

4.1 PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES

The Company and each Shareholder shall refrain from taking any action

which would render any representation, warranty or covenant contained in Section

2 of this Agreement inaccurate as of the Closing Date. Not in limitation of the

foregoing, between the date of execution of this Agreement and the Closing Date,

neither the Company nor any Shareholder shall, without the prior written

approval of Buyer: (a) enter into any Contract, (b) materially change billing

practices or rates, (c) change salaries, bonuses or compensation structure of

any employee, (d) issue any additional equity interest or any warrant, option,

commitment or right of any kind to acquire from the Company any equity or other

security interest in the Company of any kind, (e) merge, liquidate, consolidate,

reorganize or change the organic structure of the Company, (f) make any

distribution or other payment to any equity owner, or (g) make any commitment or

agreement with respect to the any of foregoing.

4.2 NOTIFICATION

Between the date of this Agreement and the Closing Date, the Company and

the Shareholders will promptly notify Buyer in writing if the Company or the

Shareholders become aware of any fact or condition that causes or constitutes a

misrepresentation or breach of any of the Company's and the Shareholders'

representations and warranties as of the date of this Agreement, or if the

Company or any Shareholder becomes aware of the occurrence after the date of

this Agreement of any fact or condition that would cause or constitute a

misrepresentation or breach of any such representation or warranty had such

representation or warranty been made as of the time of occurrence or discovery

of such fact or condition. Should any such fact or condition require any change

in the Disclosure Letter if the Disclosure Letter were dated the date of the

occurrence or discovery of any such fact or condition, the Company will promptly

deliver to Buyer a supplement to the Disclosure Letter specifying such change.

During the same period, the Company will promptly notify Buyer of the occurrence

of any breach of any covenant of the Company in this Section 4 or of the

occurrence of any event that may make the satisfaction of the conditions in

Section 6 impossible or unlikely.

4.3 BEST EFFORTS

Between the date of this Agreement and the Closing Date, the Company will

use its best efforts to cause the conditions in Section 6 to be satisfied.

4.4 ACCESS AND INVESTIGATION

During the period from the date of this Agreement to the Closing Date, the

Company will (i) afford Buyer and its Representatives full and free access to

the Company's personnel, properties, contracts, books and records, and other

documents and data, (ii) furnish Buyer and its Representatives with copies of

all such contracts, books and records, and other existing documents and data as

Buyer may reasonably request, and (iii) furnish Buyer and its Representatives

with such additional financial, operating, and other data and information as

Buyer may reasonably request.

4.5 REPAYMENT OF INDEBTEDNESS

Within five business days of the Closing Date, the Shareholders shall

repay all outstanding indebtedness of the Company as of the Closing Date.

5. COVENANTS OF BUYER

5.1 PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES

The Buyer shall refrain from taking any action which would render any

representation, warranty or covenant contained in Section 3 of this Agreement

inaccurate as of the Closing Date

5.2 NOTIFICATION

Between the date of this Agreement and the Closing Date, the Buyer will

promptly notify the Company in writing if the Buyer becomes aware of any fact or

condition that causes or constitutes a misrepresentation or breach of any of the

Buyer's representations and warranties as of the date of this Agreement, or if

the Buyer becomes aware of the occurrence after the date of this Agreement of

any fact or condition that would cause or constitute a misrepresentation or

breach of any such representation or warranty had such representation or

warranty been made as of the time of occurrence or discovery of such fact or

condition.

5.3 BEST EFFORTS

Between the date of this Agreement and the Closing Date, Buyer will use

its best efforts to cause the conditions in Section 7 to be satisfied.

6. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

Buyer's obligation to purchase the Assets and to take the other actions

required to be taken by Buyer at the Closing is subject to the satisfaction, at

or prior to the Closing, of each of the following conditions (any of which may

be waived by Buyer, in whole or in part):

6.1 ACCURACY OF REPRESENTATIONS

Each of the Company's and the Shareholders' representations and warranties

in this Agreement must have been accurate in all respects as of the date of this

Agreement, and must be accurate in all respects as of the Closing Date as if

made on the Closing Date, without giving effect to any supplement to the

Disclosure Letter.

6.2 THE COMPANY'S PERFORMANCE

(a) Each of the covenants and obligations that the Company is

required to perform or to comply with pursuant to this Agreement at or

prior to the Closing must have been duly performed and complied with in

all material respects.

(b) The Company must have delivered to Buyer each of the documents

and items required to be delivered by the Company pursuant to Section 9.2,

and each of the other covenants and obligations in Section 4.1 and Section

4.3 must have been performed and complied with in all respects.

6.3 CONSENTS

Each of the Consents identified in Part 2.2 of the Disclosure Letter must

have been obtained and must be in full force and effect.

6.4 NO PROCEEDINGS

Since the date of this Agreement, there must not have been commenced or

threatened (orally or in writing) against Buyer, or against any Related Person

of Buyer, any material Proceeding (a) involving any challenge to, or seeking

damages or other relief in connection with, any of the Contemplated

Transactions, or (b) that may have the effect of preventing, delaying, making

illegal, or otherwise interfering with any of the Contemplated Transactions.

6.5 NO CLAIM REGARDING ASSETS OR SALE PROCEEDS

There must not have been made or threatened (orally or in writing) by any

Person any claim asserting that such Person (a) has the right to acquire or

obtain any interest in the Assets, or (b) is entitled to all or any portion of

the Purchase Price payable for the Assets.

6.6 NO PROHIBITION

Neither the consummation nor the performance of any of the Contemplated

Transactions by the Company will, directly or indirectly (with or without notice

or lapse of time), materially contravene, or conflict with, or result in a

material violation of, or cause Buyer or any Person affiliated with Buyer to

suffer any material adverse consequence under, (i) any applicable Legal

Requirement or Order, or (ii) any Legal Requirement or Order that has been

published, introduced, or otherwise formally proposed by or before any

Governmental Body.

6.7 DISCLOSURE LETTER

Buyer's receipt and review and acceptance of the Disclosure Letter and the

materials disclosed therein to Buyer's satisfaction within 10 business days of

the date hereof.

6.8 DUE DILIGENCE

Buyer's satisfactory completion of its "due diligence" investigation

relating to the Company's business and the Assets.

6.9 PRESIDENT'S VERIFICATION

Verification by the President of the Company's First Quarter Revenues, as

more fully set forth in Schedule 1.2.

7. CONDITIONS PRECEDENT TO COMPANY'S OBLIGATION TO CLOSE

The Company's obligation to sell the Assets and to take the other actions

required to be taken by the Company at the Closing is subject to the

satisfaction, at or prior to the Closing, of each of the following conditions

(any of which may be waived by the Company, in whole or in part):

7.1 ACCURACY OF REPRESENTATIONS

Each of Buyer's representations and warranties in this Agreement must have

been accurate in all respects as of the date of this Agreement and must be

accurate in all respects as of the Closing Date as if made on the Closing Date.

7.2 BUYER'S PERFORMANCE

(a) Each of the covenants and obligations that Buyer is required

to perform or to comply with pursuant to this Agreement at or prior to the

Closing must have been performed and complied with in all material

respects.

(b) Buyer must have delivered to the Company each of the documents

and payments required to be delivered by Buyer pursuant to Section 9.2.

7.3 CONSENTS

Each of the Consents identified in Part 2.2 of the Disclosure Letter must

have been obtained and must be in full force and effect.

7.4 NO PROCEEDINGS

Since the date of this Agreement, there must not have been commenced or

threatened (orally or in writing) against the Company and the Shareholders, or

against any Person affiliated with the Company and the Shareholders, any

material Proceeding (a) involving any challenge to, or seeking damages or other

relief in connection with, any of the Contemplated Transactions, or (b) that may

have the effect of preventing, delaying, making illegal, or otherwise

interfering with any of the Contemplated Transactions.

7.5 NO PROHIBITION

Neither the consummation nor the performance of any of the Contemplated

Transactions by the Company will, directly or indirectly (with or without notice

or lapse of time), materially contravene, or conflict with, or result in a

material violation of, or cause the Company and the Shareholders or any Person

affiliated with the Company and the Shareholders to suffer any material adverse

consequence under, (i) any applicable Legal Requirement or Order, or (ii) any

Legal Requirement or Order that has been published, introduced, or otherwise

formally proposed by or before any Govern mental Body.

8. TERMINATION

8.1 TERMINATION EVENTS

This Agreement may, by written notice given prior to or at the Closing, be

terminated:

(a) by either Buyer or the Company if a material breach of any

provision of this Agreement has been committed by the other party and such

breach has not been waived;

(b)

(i) by Buyer if any of the conditions in Section 6 has not

been satisfied as of the Closing Date or if satisfaction of such a

condition is or becomes impossible (other than through the failure

of Buyer to comply with its obligations under this Agreement) and

Buyer has not waived such condition on or before the Closing Date;

(ii) by the Company, if any of the conditions in Section 7

has not been satisfied as of the Closing Date or if satisfaction

of such a condition is or becomes impossible (other than through

the failure of the Company to comply with its obligations under

this Agreement) and the Company has not waived such condition on

or before the Closing Date; or

8.2 EFFECT OF TERMINATION

Each party's right of termination under Section 8.1 is in addition to any

other rights it may have under this Agreement or otherwise, and the exercise of

a right of termination will not be an election of remedies. If this Agreement is

terminated pursuant to Section 8.1, all further obligations of the parties under

this Agreement will terminate, except that the obligations in Sections 13.1,

13.5 and 13.9 and the obligations under that certain Amended Mutual

Non-Disclosure Agreement between Buyer and the Company, which by its terms

survive, will survive; provided, however, that if this Agreement is terminated

by a party because of the breach of the Agreement by the other party or because

one or more of the conditions to the terminating party's obligations under this

Agreement is not satisfied as a result of the other party's failure to comply

with its obligations under this Agreement, the terminating party's right to

pursue all legal remedies will survive such termination unimpaired.

9. CLOSING

9.1 CLOSING DATE

The purchase and sale (the "Closing") provided for in this Agreement will

take place at the offices of Sonfield & Sonfield, counsel to Buyer, at 000 Xxxxx

Xxxx Xxx Xxxx, Xxxxxxx, Xxxxx 00000 at 10:00 a.m. (local time) on May 15, 2004,

or at such other time and place as the parties may agree. Subject to the

provisions of Section 8, failure to consummate the purchase and sale provided

for in this Agreement on the Closing Date will not result in the termination of

this Agreement and will not relieve any party of any obligation under this

Agreement.

9.2 CLOSING DELIVERIES

At the Closing:

(a) The Company and the Shareholders will deliver to Buyer:

(i) such bills of sale, assignments, and other good and

sufficient instruments of conveyance as are necessary to vest

Buyer with good title to the Assets;

(ii) all Design Documentation, any lists of prospective

customers, and any problem lists;

(iii) all copies of the source code for the Software and all

copies of the Software in machine-readable form that are in the

possession of the Company;

(iv) all of the Company's business records (to the extent not

previously delivered to Buyer) as described in Section 1.1(a)(v);

(v) a Non-competition Agreement, executed by each of the

Shareholders in the form of Exhibit 9.2(a)(v)

(vi) an Employment Agreement, executed by each of the

Shareholders in the form of Exhibit 9.2(a)(vi);

(vii) a Stockholders Agreement, executed by the Company, and

each of the Shareholders, in the form of Exhibit 9.2(a)(vii);

(viii)a certificate executed by the Chief Executive Officer

of the Company and the Shareholders to the effect that (A) each of

the Company's and the Shareholders' representations and warranties

in this Agreement was accurate in all respects as of the date of

this Agreement and is accurate in all respects as of the Closing

Date as if made on the Closing Date (giving full effect to any

supplements to the Disclosure Letter that were delivered by the

Company and the Shareholders to Buyer prior to the Closing Date in

accordance with Section 4.2), and (B) the Company and the

Shareholders have performed and complied with all covenants and

conditions required to be performed or complied with by them prior

to or at the Closing;

(ix) a Good Standing Certificate for the Company from all

states in which the Company is authorized to do business;

(x) a copy of resolutions of the Company's Shareholders,

executed after review by them of the information described in

Section 11, as authorizing and approving the Company's execution

and delivery of this Agreement and consummation of the

Contemplated Transactions;

(xi) a Subscription Agreement in the form of Exhibit

9.2(a)(xi) hereto executed by Company, and if required by Buyer's

counsel, by each Shareholder;

(xii) an opinion of Xxxxx X. Xxxxxx, Esq., dated the date of

the Closing, in the form attached hereto as Exhibit 9.2(a)(xii),

(xiii)such other documents, instruments, certificates and

opinions as Buyer may reasonably request for the purpose of

consummating the Contemplated Transactions.

(b) Buyer will deliver to the Company:

(i) a stock certificate, duly executed and registered in the

Company's name, representing the Buyer Shares, as defined on

Schedule 1.2;

(ii) a certificate executed by Buyer to the effect that (A)

each of Buyer's representations and warranties in this Agreement

was accurate in all respects as of the date of this Agreement and

is accurate in all respects as of the Closing Date as if made on

the Closing Date and (B) Buyer has performed and complied with all

covenants and conditions required to be performed or complied with

by it prior to or at the Closing;

(iii) the Employment Agreements, executed by Buyer;

(iv) a Stockholders Agreement, executed by the Buyer, in the

form of Exhibit 9.2(a)(vii);

(v) a copy of resolutions adopted by Buyer's board of

directors, certified by an officer of Buyer as having been duly

adopted and being in full force and effect as of the Closing Date,

authorizing Buyer's execution and delivery of this Agreement and

consummation of the Contemplated Transactions;

(vi) a Good Standing Certificate for Buyer from the State of

New York;

(vii) an opinion of Sonfield & Sonfield, dated the date of

the Closing, in the form attached hereto as Exhibit 9.2(b)(vii);

and

(viii)such other documents, instruments, certificates and

opinions as the Company may reasonably request for the purpose of

consummating the Contemplated Transactions.

10. INDEMNIFICATION; REMEDIES

10.1 SURVIVAL

All representations and warranties in this Agreement, the Disclosure

Letter, the supplements to the Disclosure Letter, and any other certificate or

document delivered pursuant to this Agreement will survive the Closing. The

right to indemnification, reimbursement or other remedy based on such

representations and warranties will not be affected by any investigation

conducted by Buyer or its agents. Notwithstanding the foregoing, (a) all

representations and warranties shall continue in effect if a claim for breach

thereof has been made prior to the expiration of the applicable survival period

and shall survive until such claim is resolved and (b) any representation or

warranty of which either the Company or any Shareholder had knowledge of a

misrepresentation or breach at any time prior to the date on which such

representation or warranty is made shall survive indefinitely.

10.2 INDEMNIFICATION AND REIMBURSEMENT BY THE COMPANY AND THE SHAREHOLDERS

The Company and the Shareholders jointly and severally, will indemnify and

hold harmless Buyer and its employees, officers, directors, stockholders,

controlling persons, and affiliates (collectively, the "Indemnified Persons"),

and will reimburse the Indemnified Persons, for any loss, liability, claim,

damage, expense (including costs of investigation and defense and reasonable

attorneys' fees) or diminution of value, but excluding consequential or punitive

damages, whether or not involving a third-party claim (collectively, "Damages"),

arising from or in connection with:

(a) any material misrepresentation or breach of any representation

or warranty made by the Company in or pursuant to this Agreement, the

Disclosure Letter, the supplements to the Disclosure Letter, or any other

certificate or document delivered by the Company or the Shareholders

pursuant to this Agreement;

(b) any non-compliance with or breach by the Company or the

Shareholders of any covenant or obligation of the Company or the

Shareholders in this Agreement;

development, manufacture, sale, shipment, license or use of the Software

or other product of, or services provided by, the Company) prior to the

Closing Date, or (ii) any liabilities or obligations of the Company other

than the Assumed Obligations; or

(d) any claim by any Person for brokerage or finder's fees or

commissions or similar payments based upon any agreement or understanding

alleged to have been made by any such Person with the Company or the

Shareholders (or any Person acting on its or his behalf) in connection

with any of the Contemplated Transactions.

10.3 INDEMNIFICATION AND REIMBURSEMENT BY BUYER

Buyer shall indemnify and hold harmless the Company and the Shareholders,

and will reimburse the Company and the Shareholders, for any Damages arising

from or in connection with:

(a) any misrepresentation or breach of any representation or

warranty made by Buyer in this Agreement or in any certificate delivered

by Buyer pursuant to this Agreement;

(b) any non-compliance with or breach by Buyer of any covenant or

obligation of Buyer in this Agreement;

utilization of the Assets after the Closing Date (except to the extent

such claim relates to a matter for which Buyer is entitled to

indemnification pursuant to Section 10.2); or

(d) any claim by any Person for brokerage or finder's fees or

commissions or similar payments based upon any agreement or understanding

alleged to have been made by such Person with Buyer (or any Person acting

on its behalf) in connection with any of the Contemplated Transactions.

10.4 RIGHT OF SETOFF

Upon notice to the Company specifying in reasonable detail the damages

which are the basis for any such set-off, Buyer may set off an amount equal to

the known or reasonably anticipated Damages to which it may be entitled under

this Section 10 against amounts otherwise payable under Section 1.2. Neither the

exercise of nor the failure to exercise such right of set-off will constitute an

election of remedies or limit Buyer in any manner in the enforcement of any

other remedies that may be available to it.

10.5 PROCEDURE FOR INDEMNIFICATION-THIRD PARTY CLAIMS

(a) Promptly after receipt by an indemnified party under Section

10.2 or 10.3 of notice of a claim against it (a "Claim"), the indemnified

party will, if a claim is to be made against an indemnifying party under

such Section, give notice to the indemnifying party of the Claim, but the

failure to notify the indemnifying party will not relieve the indemnifying

party of any liability that it may have to any indemnified party, except

to the extent that the indemnifying party demonstrates that the defense of

such action is prejudiced by the indemnified party's failure to give such

notice.

(b) If any Claim referred to in Section 10.5(a) is made against an

indemnified party and it gives notice to the indemnifying party of the

Claim, the indemnifying party will, unless the Claim involves tax

liabilities, be entitled to participate in the defense of the Claim and,

to the extent that it wishes (unless (i) the indemnifying party is also a

party to the Claim and the indemnified party determines in good faith that

joint representation would result in a conflict of interest, or (ii) the

indemnifying party fails to provide reasonable assurance to the

indemnified party of its financial capacity to defend the Claim and

provide indemnification with respect to the Claim), to assume the defense

of the Claim with counsel satisfactory to the indemnified party and, after

notice from the indemnifying party to the indemnified party of its

election to assume the defense of the Claim, the indemnifying party will

not, as long as it diligently conducts such defense, be liable to the

indemnified party under such Section for any fees of other counsel or any

other expenses with respect to the defense of the Claim in each case

subsequently incurred by the indemnified party in connection with the

defense of the Claim, other than reasonable costs of investigation. If the

indemnifying party assumes the defense of a Claim, (a) no compromise or

settlement of such claims may be effected by the indemnifying party

without the indemnified party's consent unless (i) there is no finding or

admission of any violation of Legal Requirements or any violation of the

rights of any Person and no effect on any other Claims that may be made

against the indemnified party, and (ii) the sole relief provided is

monetary damages that are paid in full by the indemnifying party; and (b)

the indemnifying party will have no liability with respect to any

compromise or settlement of such claims effected without its consent. If

notice is given to an indemnifying party of a Claim and the indemnifying

party does not, within ten days after the indemnified party's notice is

given, give notice to the indemnified party of its election to assume the

defense of the Claim, the indemnifying party will be bound by any

determination with respect to the Claim or any compromise or settlement

effected by the indemnified party.

determines in good faith that there is a reasonable probability that a

Claim may adversely affect it or its Related Persons other than as a

result of monetary damages for which it would be entitled to

indemnification under this Agreement, the indemnified party may, by notice

to the indemnifying party, assume the exclusive right to defend,

compromise, or settle the Claim, but the indemnifying party will not be

bound by any determination of a Claim so defended or any compromise or

settlement effected without its consent (which may not be unreasonably

withheld).

(d) The Company, the Shareholders and Buyer hereby consent to the

non-exclusive jurisdiction of any court in which a Claim is brought

against any indemnified person for purposes of any claim that an

indemnified party may have under this Agreement with respect to such Claim

or the matters alleged therein, and agree that process may be served on

the Company, the Shareholders and Buyer with respect to such a claim

anywhere in the world.

10.6 PROCEDURE FOR INDEMNIFICATION-OTHER CLAIMS

A claim for indemnification for any matter not involving a third-party

claim may be asserted by notice to the party from whom indemnification is

sought.

11. SECURITIES LAW MATTERS

The Company, the Shareholders and Buyer agree as follows with respect to

the purchase and the sale or other disposition of the Purchase Shares by the

Company and the Shareholders after the Closing:

11.1 ACQUISITION AND DISPOSITION OF PURCHASE SHARES

The Company and each of the Shareholders represents and warrants that the

Company and each Shareholder:

(a) has received and reviewed Buyer's audited balance sheets,

statements of operations, and cash flow (together with all notes and

opinions thereto of Xxxxxxx, Xxxxxx & Xxxx, P.A.) for the fiscal year

ended December 31, 2003 and a general description of Buyer's business

plan.

(b) (i) was provided the opportunity to ask questions of and

receive answers from Buyer, or its representative, concerning the

operations, business and financial condition of Buyer, and all such

questions have been answered to his full satisfaction and any information

necessary to verify such responses has been made available to him; (ii)

has received such documents, materials and information as he deems

necessary or appropriate for evaluation of Buyer Shares, and further

confirms that he has carefully read and understands these materials and

has made such further investigation as was deemed appropriate to obtain

additional information to verify the accuracy of such materials; (iii)

confirms that Buyer Shares were not offered to him by any means of general

solicitation or general advertising; (iv) he has such knowledge and

experience in financial and business matters that he is capable of

evaluating the merits and risks of an investment in the Purchase Shares;

(v) the Company is acquiring the Purchase Shares for its own account, for

investment purposes only, and not with a view towards the sale or other

distribution thereof, in whole or in part, except for a distribution to

the Shareholders to the extent such distribution (A) will not violate any

state or federal security laws, (B) will not cause the issuance of such

Purchased Shares to the Company to violate any state or federal security

laws, and (C) will not require any registration of such Purchased Shares

or other information to be filed by the Company or Buyer with respect to

the Purchased Shares or any other Buyer Shares.

12. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings

specified:

"Applicable Contract"-any Contract which relates directly or indirectly to

the Assets or to services rendered to or by or to be rendered to or by the

Company.

"Buyer's Closing Documents"-the documents to be delivered by Buyer to the

Company pursuant to Section 9.2(b).

"Closing Date"-the date and time as of which the Closing actually takes

place.

"Company's Closing Documents"-the documents to be delivered by the Company

and the Shareholders to Buyer pursuant to Section 9.2(a).

"Consent"-any approval, consent, ratification, waiver, or other

authorization (including any Governmental Authorization).

"Contemplated Transactions"-all of the transactions contemplated by this

Agreement, including:

(i) the sale of the Assets by the Company to Buyer;

(ii) the execution, delivery, and performance of the

Company's Closing Documents and Buyer's Closing Documents; and

(iii) the performance by Buyer and the Company and the

Shareholders of their respective covenants and obligations under

this Agreement and the Employment Agreement as applicable.

"Contract"-any agreement, contract, obligation, promise, or undertaking

(whether written or oral and whether express or implied) that is legally binding

and (a) under which the Company has or may acquire any rights, (b) under which

the Company has or may become subject to any obligation or liability, or (c) by

which the Company or any of the Assets is or may become bound.

"Design Documentation"-all documentation, specifications, manuals, user

guides, promotional material, internal notes and memos, technical documentation,

drawings, flow-charts, diagrams, source language statements, demo disks,

benchmark test results, and other written materials related to, associated with

or used or produced in the development of the Software.

"Disclosure Letter"-the disclosure letter delivered by the Company to

Buyer concurrently with the execution and delivery of this Agreement.

"Encumbrance"-any claim, lien, pledge, charge, security interest,

equitable interest, option, right of first refusal, condition, or other

restriction or adverse claim of rights of any kind, including any restriction on

use, transfer, voting (in the case of a security), receipt of income, or

exercise of any other attribute of ownership.

"Governmental Authorization" any approval, consent, license, permit,

waiver, or other authorization issued, granted, given, or otherwise made

available by or under the authority of any Governmental Body or pursuant to any

Legal Requirement.

"Governmental Body"-any:

(i) nation, state, county, city, town, village, district, or

other jurisdiction of any nature;

(ii) federal, state, local, municipal, foreign, or other

government;

(iii) governmental or quasi-governmental authority of any

nature (including any governmental agency, branch, department,

official, or other entity and any court or other tribunal);

(iv) multi-national organization or body; or

(v) body exercising, or entitled or purporting to exercise,

any administrative, executive, judicial, legislative, police,

regulatory, or taxing authority or power of any nature.

"Legal Requirement"-any federal, state, local, municipal, foreign, or

other constitution, ordinance, regulation, statute, treaty, or other law

adopted, enacted, implemented, or promulgated by or under the authority of any

Governmental Body or by the eligible voters of any jurisdiction, and any

agreement, approval, consent, injunction, judgment, license, order, or permit by

or with any Governmental Body to which the Company is a party or by which the

Company is bound.

"Order"-any award, injunction, judgment, order, ruling, subpoena, or

verdict or other decision entered, issued, made, or rendered by any court,

administrative agency, or other Governmental Body or by any arbitrator.

"Ordinary Course of Business"-an action taken by a Person will be deemed

to have been taken in the "Ordinary Course of Business" only if:

(i) such action is consistent with the past practices of such

Person and is taken in the ordinary course of the normal

day-to-day operations of such Person;

(ii) such action is not required to be authorized by the

board of directors of such Person (or by any Person or group of

Persons exercising similar authority); and

(iii) such action is similar in nature and magnitude to

actions customarily taken, without any authorization by the board

of directors (or any Person or group of Persons exercising similar

authority), in the ordinary course of the normal day-to-day

operations of other Persons that are in the same line of business

as such Person.

"Person" any individual, corporation (including any non-profit

corporation), general or limited partnership, limited liability company, joint

venture, estate, trust, association, organization, or other entity or

Governmental Body.

"Proceeding"-any suit, litigation, arbitration, hearing, audit,

investigation, or other action (whether civil, criminal, administrative,

investigative, or informal) commenced, brought, conducted, or heard by or

before, or otherwise involving, any Governmental Body or arbitrator.

"Related Person"-with respect to a particular individual:

(i) each other member of such individual's Family; and

(ii) any Person that is directly or indirectly controlled by

any one or more members of such individual's Family.

With respect to a specified Person other than an individual:

(i) any Person that, directly or indirectly, controls, is

controlled by, or is under common control with such specified

Person; and

(ii) each Person that serves as a director, executive

officer, general partner, executor, agent, employee or trustee of

such specified Person (or in a similar capacity);

For purposes of this definition, the "Family" of an individual includes

(i) such individual, (ii) the individual's spouse and former spouses, (iii) any

lineal ancestor descendant of the individual, or (iv) a trust for the benefit of

the foregoing. A Person will be deemed to control another Person, for purposes

of this definition, if the first Person possesses, directly or indirectly, the

power to direct, or cause the direction of, the management policies of the

second Person, (x) through the ownership of voting securities, (y) through

common directors, trustees or officers, or (z) by contract or otherwise.

"Representative"-with respect to a particular Person, any director,

officer, employee, agent, consultant, advisor, or other representative of such

Person, including legal counsel, accountants, and financial advisors.

"Trade Secrets"-all licenses, processes, algorithms, formulae, designs,

methods, trade secrets, inventions, proprietary or technical information, Design

Documentation and data covering or embodied in any software or other assets

owned by the Company or used in the conduct of its business.

13. GENERAL PROVISIONS

13.1 EXPENSES

The Company and the Shareholders, on the one hand, and Buyer, on the other

hand, will each bear their own expenses incurred in connection with the

Contemplated Transactions. The Company will pay any legal, accounting, or other

expenses incurred by the Company in connection with the Contemplated

Transactions.

13.2 NOTICES

All notices, consents, waivers, and other communications under this

Agreement must be in writing and will be deemed to have been duly given (a) when

delivered by hand; (b) when sent by telecopier, provided that a copy is mailed

by U.S. certified mail, return receipt requested; or (c) one day after deposit

with a nationally recognized overnight delivery service, in each case to the

appropriate addresses and telecopier numbers set forth below (or to such other

addresses and telecopier numbers as a party may designate by notice to the other

parties):

if to Power3:

Power3 Medical Products, Inc.

0000 Xxxxxx Xxxxxx, Xxxxx 000

Xxxxxxxxx, Xxxxxxx 00000

Attn: Xxx Xxxxx, President

Facsimile: (000) 000-0000

with a copy to (which shall not constitute notice to such party):

Xxxxxx X. Xxxxxxxx, Xx., Esq.

Sonfield & Sonfield

000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000

Xxxxxxx, Xxxxx 00000-0000

Facsimile: (000) 000-0000

if to the Company:

Advanced Bio/Chem, Inc. d/b/a ProtcEx

0000 Xxxxxxxx Xxxxxx Xxxxx

Xxx Xxxxxxxxx, Xxxxx 00000

Attn: Xxxxxxx X. Xxxx, President

Facsimile: (000) 000-0000

with a copy to (which shall not constitute notice to the Company):

Schoss & Associates

000 X. Xxxx Xxx Xxxx Xxx 000

Xxxxxxx, Xxxxx 00000

Attn: Xx. Xxxxx X. Xxxxxx

Facsimile 000-000-0000

13.3 FURTHER ASSURANCES

The parties agree (a) to furnish upon request to each other such further

information, (b) to execute and deliver to each other such other documents, and

request for the purpose of carrying out the intent of the Contemplated

Transactions.

13.4 WAIVER

The rights and remedies of the parties to this Agreement are cumulative

and not alternative. Neither the failure nor any delay by any party in

exercising any right, power, or privilege under this Agreement or the documents

referred to in this Agreement will operate as a waiver of such right, power, or

privilege, and no single or partial exercise of any such right, power, or

privilege will preclude any other or further exercise of such right, power, or

privilege or the exercise of any other right, power, or privilege.

13.5 ENTIRE AGREEMENT AND MODIFICATION

This Agreement supersedes all prior oral or written agreements between the

parties with respect to its subject matter and constitutes (along with the

documents referred to in this Agreement) a complete and exclusive statement of

the terms of the agreement between the parties with respect to its subject

matter. This Agreement may not be amended except by a written agreement executed

by the party to be charged with the amendment.

13.6 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS

Neither party may assign any of its rights under this Agreement without

the prior consent of the other parties except that Buyer may assign any of its

rights under this Agreement to any subsidiary of Buyer; provided, no such

assignment shall relieve Buyer of its obligations under this Agreement. Subject

to the preceding sentence, this Agreement will apply to, be binding in all

respects upon, and inure to the benefit of the successors and permitted assigns

of the parties. Nothing expressed or referred to in this Agreement will be

construed to give any Person other than the parties to this Agreement any legal

or equitable right, remedy, or claim under or with respect to this Agreement or

any provision of this Agreement.

13.7 SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by any

court of competent jurisdiction, the other provisions of this Agreement will

remain in full force and effect. Any provision of this Agreement held invalid or

unenforceable only in part or degree will remain in full force and effect to the

extent not held invalid or unenforceable.

13.8 SECTION HEADINGS, CONSTRUCTION

The headings of Sections in this Agreement are provided for convenience

only and will not affect their construction or interpretation. All references to

"Sections" refer to the corresponding Sections of this Agreement. All words used

in this Agreement will be construed to be of such gender or number as the

circumstances require. Unless otherwise expressly provided, the word "include"

or "including" does not limit the preceding words or terms. The language used in

this Agreement will be deemed to be the language chosen by the parties to

express their mutual intent, and no rule of strict construction will be applied

against any party.

13.9 CONFIDENTIALITY OF AGREEMENT

The Company and the Shareholders will keep the terms of this Agreement and

the other agreements contemplated by this Agreement confidential and will not,

without the prior consent of Buyer, disclose such terms to any person or entity

other than their accountant ` s and attorneys who agree to be bound by this

confidentiality provision, provided that this confidentiality obligation will

terminate with respect to any information that becomes generally available to

the public through no fault of the Company or the Shareholders or their

accountants or attorneys or where required by law.

13.10 GOVERNING LAW

This Agreement will be governed by and construed under the laws of the

State of New York without regard to conflicts of laws principles.

13.11 COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which

will be deemed to be an original copy of this Agreement and all of which, when

taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as

of the date first written above.

Buyer: Company:

Power3 Medical Products, Inc. ADVANCED BIO/CHEM, INC. D/B/A PROTEEX

By: /s/ Xxx Xxxxx By: /s/ Xxxxxx X. Xxxx

Xxx Xxxxx, President Xxxxxx X. Xxxx, CEO

Shareholders:

----------------------------

Xxxxxx X. Xxxx

----------------------------

Xxx Xxxxxxxxx

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ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made as of May 18, ("Buyer"), Advanced Bio/Chem, Inc. d/b/a ProtcEx, a Nevada corporation (the Agreement are defined in Section 12. The Disclosure Letter, together with any...

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