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Exhibit 10.3
 ASSET PURCHASE AGREEMENT
  WITNESSETH:
      Assets
 1.
    
    Seller hereby grants to Buyer all of Sellers right, title, and interest in the Assets.2.
    
    In the event that the consent or approval of a third party is required for such
transfer of Assets, or to complete patent applications for such Assets, Seller agrees to
use its best efforts to obtain the requisite consent or approval.3.
    
    All costs associated with applying for and maintaining patents shall hereinafter be at
Buyers expense.4.
    
    Buyer and Seller agree and acknowledge that the Loaned Assets are the property of the
federal government, and were lawfully loaned to Seller. If the Loaned Assets are
required to be returned to the federal government within three (3) years of the Effective
Date, Buyer may deduct the depreciated replacement value from monies owed to Seller. Such
depreciated replacement value shall be calculated by determining the fair market value of a
similar replacement product, and linearly depreciating the product beginning on the
Effective Date and ending five (5) years thereafter.5.
    
    Seller agrees to assist Buyer in obtaining inventor rights and signatures required for
transfer of intellectual property and completing patent applications. For work amounting
to less than four (4) hours per calendar quarter, no compensation will be due Seller.
Seller shall be entitled to reimbursement of reasonable wages and administrative fees for
work in excess of four (4) hours that is commissioned or requested by Buyer.




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Payments
 1.
    
    Within five (5) business days of execution of the Agreement, Buyer shall pay to Seller
$100,000.00.2.
    
    Buyer agrees to pay to ship the Assets, plus the reasonable cost of Sellers employees
working on the Assets from the Effective Date until receipt and acceptance of the Assets by
Buyer. The following conditions shall apply:
 a.
    
    Seller shall submit invoices to Buyer detailing the reasonable costs
associated with the packing and shipment of the Assets, employee wages, and employee
travel expenses. No overhead charges of Seller shall be reimbursed by Buyer. Buyer
will reimburse Seller up to two (2) weeks of employee wages for packing and shipment
work performed prior to the signing of the Agreement.b.
    
    Buyer shall reimburse Seller for such reasonable expenses within
twenty-one (21) days following receipt of invoices from Seller.c.
    
    In no such event shall Buyer be obligated to reimburse Seller or pay any
amount in excess of $50,000.00 for the costs and expenses described herein.d.
    
    Seller shall use its best efforts to deliver the Assets, including all
documentation, drawings, control software and related materials, to Buyer
immediately following the Effective Date.
 3.
    
    Buyer shall pay to Seller $500,000.00 following the installation and successful
operation of the XRM. The following conditions shall apply:
 a.
    
    The criteria for successful operation shall be deemed to occur when the
microscope acquires an image with at least 80nm resolution for five (5) consecutive
business days.b.
    
    Seller shall be responsible for establishing successful operation of the
XRM at Buyers chosen place of business, and Buyer shall cooperate fully in this
regard.c.
    
    Buyer shall make such payment to Seller following successful operation
and within twenty-one (21) days of receipt of Sellers invoice.
 4.
    
    Buyer shall pay to Seller $100,000.00 if and when the XRM reaches the flux and
resolution target. The flux and resolution target shall be deemed reached when the XRM can
acquire an image with spatial resolution of at least 40nm, and in a separate experiment,
demonstrate an average flux of 5 detected soft-x-ray photons/s/pixel, assuming 20um pixels,
1000X magnification and no sample present.
 Royalties
 1.
    
    Buyer shall pay to Seller five percent (5%) of the revenue received by Buyer pursuant
to completed sales of x-ray microscopes (Royalties) for four (4) years (Royalty Period)
following Buyers first sale of an x-ray microscope derived from
the Assets to a third-party.2.
    
    Buyer shall have no obligation to pay Royalties upon the conclusion of the Royalty
Period.3.
    
    Buyer shall pay Royalties to Seller annually, in arrears, in January of each year along
with supporting documentation.4.
    
    Buyer and Seller agree and acknowledge that the intent hereunder is for Seller to earn
Royalties for technologies developed to feasibility by Seller. This includes the complete
x-ray microscope (source, room temperature stage, microscope optics, camera,
acquisition software) sufficient to produce single images, a soft x-ray microscope source
based on laser plasma x-ray sources, or a soft x-ray microscope without the source.




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5.
    
    Royalties shall not be due on any existing product or product lines of Buyer or its
affiliates. Any revenue derived from the products of Buyer that are sold into or included
in x-ray microscopy or electron microscopes shall not be subject to Royalties. This
includes cryotransfer holders and stages, tomography acquisition software, analysis and
visualization software, x-ray cameras sold separately from the original x-ray microscope
sale, and specimen preparation products.6.
    
    Revenues derived from service, spares, and installations are not subject to Royalties.7.
    
    Seller agrees not to produce x-ray microscopes or sources for x-ray microscopes, nor
enable or assist others to do so, for the duration of the Royalty Period, provided that
Buyer launches or intends to launch a commercial soft-x-ray microscope product within four
(4) years after execution of this Agreement.8.
    
    In the event of any transfer or assignment by Buyer of any technology subject to
Royalties hereunder, Seller shall be entitled to the Royalties that Seller would have
received had the sales been made by Buyer.
 Supplier Arrangement
 1.
    
    Seller shall serve as the exclusive laser supplier for Buyers soft x-ray nCT product
line during the Royalty Period.2.
    
    Seller shall supply such lasers to Buyer at a price discounted from that which Seller
routinely offers in the marketplace, and in no such event shall the annual average gross
margin of the laser system on sales to Buyer exceed forty percent (40%).3.
    
    In the event that Seller is not able to match the technical or commercial
specifications required by Buyer within thirty (30) days following notice by Buyer of a
commercial alternative meeting such specifications, then the exclusivity described herein
shall terminate.4.
    
    In the event that Seller is unable to manufacture the laser described herein, Seller
shall provide Buyer with access to the Sellers design and manufacturing information, and
shall cooperate fully with Buyers efforts related to obtaining a replacement. Seller shall
grant to or obtain for Buyer, at no cost to Buyer, any license necessary for the supply of
such laser to Buyer.5.
    
    Buyer shall pay to Seller $318,750.00, or an OEM discount of fifteen percent (15%),
whichever is less, for the first laser system purchased from Seller. Buyer shall place
such order in 2007, and may change the specifications of the required laser while
preserving the discount rate of fifteen percent (15%).6.
    
    Buyer and Seller agree and acknowledge that this laser is not a complete Brightlight 75
system and will not achieve similar performance. This shall be a prototype system capable
of supplying approximately 50W of power. Seller shall not be responsible for upgrading
this system beyond its existing capabilities (i.e., those demonstrated and discussed during
the due-diligence period), but shall remain responsible for servicing the laser to maintain
current capability. Seller shall provide warranty service on the laser supplied with the
prototype provided for a period of two (2) years following the Effective Date. This
warranty service will cover parts and shipping costs.7.
    
    Buyer acknowledges that, following demonstration of successful operation, the Seller
provides the system in As-Is condition. No warranty is provided by the Seller on any
parts of the system except the laser.




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Governing Law:
 Indemnifications:
 Press Releases:




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Exhibit A
 Purchased Assets
  Item#
    
    Description
    
    Model
    
    Use
    
    Manual / Software1
    
    Small chiller
    
    Merlin m33
    
    cools pumps, power
meter
    
    no2
    
    Small breadboard
    
    Newport 1x4x2
    
    hold scrolls
    
    no3
    
    Dustfilter x2
    
    Edwards a4421500
    
    
    
    no4
    
    XRM vacuum / gas system
    
    
    
    
    
    custom software5
    
    XRM laser optics spares
    
    
    
    
    
    no6
    
    XRM laser beam delivery
system
    
    Assorted
optomechanics + CVI
optics
    
    
    
    no7
    
    YAG Laser
    
    BriteLight 75
    
    Currently only ~50W
output power
    
    manual8
    
    Laser control computer +
beam viewer
    
    
    
    
    
    no9
    
    Laser electronics rack
    
    JMAR
    
    
    
    no10
    
    Laser oscilloscope
    
    Tektronix TDS694C
    
    x-ray diode
monitoring
    
    no11
    
    Laser optical table
    
    3x4x2 Newport + legs
    
    
    
    no12
    
    HeNe Laser + mount
    
    Melles Griot 05lhr111
    
    rough alignment tool
    
    no13
    
    Power meter
    
    Gentec PS-300V3,
serial 153293
    
    main dump
    
    no14
    
    IR viewer
    
    
    
    
    
    no15
    
    Monitor + 2 cameras
    
    Wat-137lh, IAE,
AN064pn/pp
    
    alignment tools
    
    no16
    
    Stage encoder readouts x8
    
    Renishaw
    
    sample chamber
    
    manuals17
    
    Stage driver box
    
    Nanomotion
    
    sample chamber
    
    manuals, software18
    
    Fiber light illuminator
    
    X-Cite 120
    
    for integrated VLM
    
    manual19
    
    VLM camera
    
    Coolsnap ES,
A05K877004
    
    
    
    manual, software20
    
    Microscope top
    
    Nikon, MBE74100
    
    
    
    manual21
    
    Sample vacuum chamber +
flanges + 2x cube
    
    Lesker
    
    
    
    no22
    
    Source vacuum chamber
    
    Lesker
    
    
    
    no23
    
    Vacuum bellows
    
    
    
    
    
    no24
    
    Nozzle xyz stage
    
    Newfocus 9041
    
    in source chamber
    
    manuals25
    
    3x pico motors
    
    Serial 1181
    
    in source chamber
    
    manuals




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Item#
    
    Description
    
    Model
    
    Use
    
    Manual / Software26
    
    2x CCD
    
    Prosilica
    
    in source chamber
    
    manuals, software27
    
    CCD microscope objective
    
    Edmund optics
    
    in source chamber
    
    no28
    
    Custom in vacuum sample /optics
positioning
    
    8x nanomotion
motors, 4 PI stages
    
    in source chamber
    
    manuals, software29
    
    Custom x-ray camera
positioning system
    
    
    
    on optical table
    
    no30
    
    Optical table + feet
    
    4x8x1, Newport,
Melles Legs
    
    
    
    no31
    
    4x newfocus pico motor
ethernet controllers
    
    Model 8752
    
    
    
    manuals32
    
    newfocus picomotor joystick x2
    
    Model 8754
    
    
    
    manuals33
    
    Tektronix scope
    
    TDS1012
    
    shutter
synchronization
    
    no34
    
    Datalogger
    
    Agilent 34970A
    
    temperature
monitoring
    
    manuals, software35
    
    Delay generator x4
    
    SRS DG535
    
    synchronization
    
    no36
    
    XRM control computer
    
    ATC
    
    runs xrm vacuum
system sample
stages
    
    no37
    
    XRM imaging computer
    
    
    
    runs x-ray ccd +
VLM ccd
    
    no38
    
    Hp ethernet switch
    
    
    
    
    
    no39
    
    Jet viewing computer
    
    
    
    
    
    no40
    
    2x UPS
    
    
    
    
    
    manuals41
    
    Custom shutter control box
    
    
    
    
    
    no42
    
    Custom XRM electronics box
    
    
    
    
    
    no43
    
    Digital laser power readout
    
    Gentec duo, 151161
    
    
    
    no44
    
    Analog laser power readout
    
    Gentec, TPM-300
    
    
    
    no45
    
    X-ray objective zone plate x2
    
    Xradia
    
    
    
    specs46
    
    X-Ray condenser zone plate
    
    Xradia
    
    
    
    specs47
    
    Partial x-ray condenser zone
plate x2
    
    Xradia
    
    
    
    specs48
    
    Spare nozzles
    
    
    
    
    
    no49
    
    Spare x-ray windows
    
    
    
    
    
    no50
    
    table top mini clean room
    
    
    
    
    
    no51
    
    Desiccator
    
    
    
    
    
    no52
    
    Chiller53
    
    X-ray metrology equipment




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Lenses
 Windows
 Mirrors
 Beam Splitter




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Exhibit B
 Loaned Assets
 Item #
    
    Description
    
    Model#
    
    Use
    
    Manual/ Software1
    
    Scroll pump
    
    Varian pts06001univ
    
    pumps source
    
    no2
    
    Scroll pump
    
    Varian pts03001univ
    
    pumps sample
    
    manual3
    
    Turbo pump
    
    Varian tv1001
    
    pumps source
    
    manual + software4
    
    Oscilloscope
    
    Lecroy waverunner 6KAA
    
    
    
    manual5
    
    X-Ray camera
    
    Princeton Instruments
    
    
    
    manual1300x1340 soft x-ray CCD,J010022, property of JMARstickers + controller +interface card6
    
    CCD microscope objective
    
    Melles Griot 59lgn705
    
    
    
    manual7
    
    Laser power meter
    
    Gentech, up55N, serial 167563
    
    
    
    manual + software8
    
    Laser beam profiler
    
    Photon Inc, USBPro
    
    
    
    manual9
    
    Focusing lens xyz stage
    
    Newfocus encoded staged +
picomotors
    
    on optical table




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*
    
    Seller grants to Buyer a license to use all intellectual property related to the Rotating
Shutter for Laser-Produced Plasma Debris Mitigation, reference #11/161,237, for non-x-ray
microscopy applications.




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By:
    
    /s/ THOMAS G. CONNELLYPrinted Name: THOMAS G. CONNELLYTitle: PRESIDENTDate: March 16, 2007
  By:
    
    /s/ C. NEIL BEERPrinted Name: C. NEIL BEERTitle: PRESIDENT & CEODate: 3/16/2007