ASSET PURCHASE AGREEMENT

     THIS  ASSET  PURCHASE  AGREEMENT (this "Agreement') is made effective as of
March  28,  2003,  by  and between AMERICAN INSTITUTE OF TECHNOLOGY, INC., a New
York  corporation  ("Purchaser"  or  "Buyer"),  and  NICHOLAS  HSU  ("Seller").

     This  Agreement  contemplates  a  transaction  in  which the Purchaser will
purchase  assets  (the  "Assets")  (excluding  all  liabilities of Seller unless
otherwise  agreed  by  the  parties)  from Seller in return for shares of common
stock  of  Purchaser.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
made  herein,  and  in  consideration  of  the  representations, warranties, and
covenants  contained  herein,  the  parties  agree  as  follows:

     1.  Definitions.  As  used  in this Agreement, the following terms have the
         -----------
     meanings  indicated:

     1.01. Assets. The Assets to be sold and transferred by Seller to Purchaser
           ------
     pursuant to this Agreement consist of the Assets more specifically detailed
     in  Schedule  1.01  of  this  Agreement.

     1.02.  Closing.  The  consummation of the transactions contemplated by this
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     Agreement.

     1.03.  Liabilities.  Those liabilities of Seller to be assumed by Purchaser
            -----------
     pursuant  to  this Agreement, which consist of those liabilities of Seller
     specifically  disclosed  on  Schedule  1.03. Purchaser shall not assume any
     liabilities,  contingent  or  certain,  of  Seller, unless disclosed in the
     manner  provided  in  this  paragraph  1.03.  In addition, Purchaser is not
     assuming  (i)  any  expenses, liabilities, or obligations of Seller arising
     out of the execution and delivery of this Agreement and the consummation of
     the  transactions  contemplated  hereby  (nor  may  Seller  pay any of such
     expenses  out of the Assets), (ii) any liabilities or obligations of Seller
     relating  to  taxes attributable to the transactions contemplated hereby or
     the  conduct  of  Seller's  Business,  except  for  any  accrued  sales tax
     attributable  to this  asset acquisition, or (iii) any obligation of Seller
     to  pay  a  fee  to  any  agent,  broker,  or  finder.

     1.04.  Material  Adverse  Effect.  Any change in the financial condition or
            -------------------------
     operation  of  the  business that would materially effect Seller's Business
     adversely,  including,  but not limited to, material changes to management,
     business  conditions,  or  financial  standing.

     2.  Agreement  to Sell and Purchase. Subject to the terms and conditions of
         -------------------------------
     this  Agreement,  Purchaser  agrees to purchase, and Seller agrees to sell,
     transfer,  convey, assign, and deliver to Purchaser at Closing, the Assets,
     free  and  clear  of  all liabilities, liens, conditions, and encumbrances,
     except  those  liabilities  listed  in  Schedule  1.03.

     2.01.  The  Closing.  The  Closing of the transactions contemplated by this
            ------------
     Agreement  shall  be  effective  upon the execution date of this Agreement.


<PAGE>


     3.  Purchase  Price.  The  purchase  price  in  consideration  of the sale,
         ---------------
     transfer,  conveyance, assignment, and delivery of the Assets to Purchaser,
     subject  to the terms and conditions of this Agreement, shall be 150 shares
     of  Purchaser's  common  stock.

     3.01.  Consideration. The consideration of 150 shares of Purchaser's common
            -------------
     stock  issuable  to  the  order  of  Seller  shall  constitute  all  the
     consideration  to  be paid by Purchaser in connection with the transactions
     contemplated  by  this  Agreement.

     4. Assumption of Liabilities. In connection with the purchase of the Assets
        -------------------------
     hereunder,  Purchaser hereby specifically assumes only those Liabilities of
     Seller  specifically disclosed on Schedule 1.03. Purchaser shall not assume
     any  liabilities,  contingent  or certain, of Seller except pursuant to the
     provisions  of  Section  1.03.  and  this  Section  4  of  this  Agreement.

     5.  Representations  and  Warranties  of  Seller.  Seller  hereby  agrees,
         --------------------------------------------
     represents, and warrants to Purchaser, on the date of this Agreement and on
     the  Closing  Date,  as  follows:

     5.01. Intellectual Property. Seller hereby agrees, represents, and warrants
           ---------------------
     to  Purchaser,  on  the  date  of  this  Agreement  as  follows:

          5.01.01. Seller is the beneficial owner of the Assets and has good and
          marketable  title  to  and  the  absolute  right  to sell, assign, and
          transfer  the  Assets  to  Purchaser, free and clear of any interests,
          security  interest,  claims,  liens,  pledges,  penalties,  charges,
          encumbrances,  buy-sell  agreements,  or  other  rights  of  any party
          whatsoever  of  every  kind and character except those items listed in
          Schedule  1.03.  Upon delivery of and payment of the purchase price in
          accordance  with  this  Agreement,  good  and marketable title thereto
          shall  be  delivered  to  Purchaser,  free  and clear of any interest,
          security  interest,  claims,  liens,  pledges,  penalties,  charges,
          encumbrances,  buy-sell  agreements,  or  other  rights  of  any party
          whatsoever.

          5.01.02.  Seller  has  not  interfered  with,  infringed  upon,
          misappropriated, or otherwise come into conflict with any Intellectual
          Property  rights  of  third parties, and Seller has never received any
          charge,  complaint,  claim,  demand,  or  notice  alleging  any  such
          interference,  infringement, misappropriation, or violation (including
          any  claim  that  Seller  must  license  or  refrain  from  using  any
          Intellectual  Property  rights of any third party). No third party has
          interfered  with,  infringed  upon, misappropriated, or otherwise come
          into  conflict  with  any  Intellectual  Property  rights  of  Seller.

          5.01.03.  Schedule  5.01.03  identifies  each  patent,  trademark,
          registration  or  copyright registration issued to Seller with respect
          to  any  of  its Intellectual Property, identifies each pending patent
          application or application for registration which Seller has made with
          respect  to  any  of  its  Intellectual  Property, and identifies each
          license,  agreement,  or  other permission which Seller has granted to
          any  third  party  with  respect  to  any of its Intellectual Property
          (together  with  any  exceptions).  Seller  has delivered to the Buyer
          correct  and  complete  copies  of  all  such  patents, registrations,
          applications,  licenses,  agreements,  and  permissions (as amended to
          date)  and has made available to the Buyer correct and complete copies
          of  all  other  written  documentation  evidencing  ownership  and
          prosecution  (if  applicable) of each such item. Schedule 5.01.03 also
          identifies  each  trade  name,  trademark  or  service  mark,  whether
          registered  or  unregistered, used by Seller in connection with any of
          its  businesses.  With  respect  to each item of Intellectual Property
          required  to  be  identified  in  Schedule  5.01.03:

<PAGE>
               (a) Seller solely possesses all rights, title and interest in and
               to  the assets, free and clear of any security interest, license,
               or  other  restriction;

               (b)  the  Assets  are  not subject to any outstanding injunction,
               judgment,  order,  decree,  ruling,  or  charge;

               (c)  no action, suit, proceeding, hearing, investigation, charge,
               complaint,  claim,  or  demand  is  pending  or  threatened which
               challenges  the  legality,  validity,  enforceability,  use,  or
               ownership  of  the  Assets;

               (d)  Seller  has  never agreed to indemnify any person or persons
               for  or  against  any  interference,  cancellation, infringement,
               misappropriation,  or  other conflict with respect to the Assets.

               (e)  Seller  does  hereby agree to sign and otherwise execute any
               further  documents  or instruments which may be necessary, lawful
               and  proper  in the preparation, filing, prosecution, issuance or
               registration of any patents, trademarks or copyrights relating to
               or  arising  from the Assets, including , without limitation, any
               continuation,  continuation  in  part,  substitution, divisional,
               reissue,  renewal,  opposition,  cancellation,  term extension or
               enforcement  action.

     5.02.  Due  Authorization;  Consent  of  Third Parties. Seller has the full
            -----------------------------------------------
     right,  power,  legal  capacity,  and  authority  to enter into and perform
     Seller's obligations under this Agreement. Seller does not need the consent
     of  any third parties to execute this Agreement. This Agreement constitutes
     a  legal  and  binding  obligation  of Seller, and is valid and enforceable
     against  Seller  in  accordance  with  its  terms.

     5.03.  Absence  of  Liens. The Assets are free and clear of restrictions on
            -------------------
     any security interest or conditions to transfer or assignment, and are free
     and  clear  of  liens,  pledges,  charges,  encumbrances, equities, claims,
     conditions,  or restrictions, except for any lien for current taxes not yet
     due  and  payable.

     5.04.  Litigation. There is not any suit, action, arbitration, mediation or
            ----------
     legal,  administrative,  or other proceeding or governmental investigation,
     pending  or,  to the best of Seller's knowledge, threatened (in the form of
     threats  made to representatives of Seller), against or affecting Seller or
     any  of  the  Assets.

     5.05. Insurance. Seller is not in default with respect to any provisions of
           ---------
     any  insurance  policy  or  indemnity  bond  and has not failed to give any
     notice  or  present  any  claim thereunder in due and timely fashion, which
     failure or failures to give such notice or present such claim, individually
     or  in  the  aggregate,  could  materially  adversely  affect  the  Assets.

     5.06.  Contracts,  Agreements and Instruments. Schedule 5.06 accurately and
            --------------------------------------
     completely  sets  forth the following contracts and agreements which Seller
     has  furnished  to  Purchaser:

          5.06.01. True and correct copies of all material contracts, agreements
          and  other  instruments;  and

          5.06.02.  True  and  correct  written  descriptions  of  all  service,
          material supply, distribution, agency, financing or other arrangements
          or  understandings.

     Except  for  matters  which,  in  the  aggregate, would not have a Material
Adverse  Effect or are otherwise disclosed in the Agreement, to the knowledge of
Seller,  no  other party to any such contract, agreement, instrument, leases, or
license  is  now  in  violation  or  breach  of,  or  in default with respect to
complying  with,  any  material  provision  thereof,  and  each  such  contract,
agreement,  instrument,  lease,  or  license contained in the Schedules attached
hereto  is  in  full  force  and  effect  and  is  the legal, valid, and binding
obligation  of  the  parties thereto and is enforceable as to them in accordance
with  its  terms.

     5.07.  Permits  and  Licenses.  Seller has all permits, licenses, and other
            ----------------------
     similar  authorizations  necessary  for  the conduct of its business as now
     being  conducted  by  it, and it is not in default in any respect under any
     such permits, licenses, or authorizations. All permits, licenses, and other
     similar  authorizations  necessary  for the conduct of Seller's business as
     now  being  conducted  by  them  as  set  forth  in  Schedule  5.07.

     5.08.  No  Defaults.  The  consummation of the transactions contemplated by
            ------------
     this Agreement will not result in or constitute any of the following: (i) a
     breach  of any term or provision of any other agreement of Seller that will
     not be waived or released at Closing; (ii) an event that will not be waived
     or  released  at  Closing  and that would permit any party to terminate any
     agreement  or  to  accelerate  the  maturity  of  any indebtedness or other
     obligation of Seller; (iii) the creation or imposition of any lien, charge,
     or  encumbrance on any of the Assets; or (iv) a violation of any law or any
     rule or regulation of any administrative agency or governmental body of any
     order,  writ,  injunction  or decree of any court, administrative agency or
     governmental  body  to  which  Seller  is  subject.

     5.09.  No Prohibited Payments. Neither Seller nor any employee, or agent of
            ----------------------
     Seller,  has made or authorized any payment of funds of Seller or on behalf
     of  Seller prohibited by law, and no funds of Seller have been set aside to
     be  used  for  any  payment  prohibited  by  law.

<PAGE>

     5.10.  Completeness  of  Disclosure.  No  representation or warranty and no
            ----------------------------
     Schedule, Exhibit, or certificate prepared by Seller pursuant hereto and no
     statement  made  or  other  document  prepared  by  Seller and furnished to
     Purchaser  by  Seller  contains  any untrue statement of a material fact or
     omits  or  will  omit  any  material  fact  necessary  in order to make the
     statements  contained  therein  not  misleading.

     6.  Representations  and  Warranties of Purchaser. Purchaser hereby agrees,
         ---------------------------------------------
     represents,  and  warrants  to  Seller,  on  the  date of this Agreement as
     follows:

     6.01.  Organization.  Purchaser  is  a  corporation duly organized, validly
            ------------
     existing,  and  in  good standing under the laws of the jurisdiction of its
     incorporation.

     6.02.  Due  Authorization;  Third  Party Consents. Purchaser has the right,
            ------------------------------------------
     power,  legal  capacity,  and  authority  to  enter  into  and  perform its
     obligations  under this Agreement and to perform its obligations hereunder.
     This Agreement constitutes a legal and binding obligation of the Purchaser,
     and  is  valid  and  enforceable  in  accordance  with  its  terms.

     7.  Conditions  to  Obligations  of Purchaser. The obligations of Purchaser
         -----------------------------------------
     under  this  Agreement  are  subject,  at  the  option of Purchaser, to the
     following  conditions:

     7.01.  Closing  Documents.  In  connection  with  the Closing, Seller shall
            ------------------
     deliver  to  Purchaser  the  following  items:

          7.01.01.  Bills of sale, endorsements, assignments, drafts, checks and
          other  instruments  of  transfer  in  form  and  substance  reasonably
          satisfactory  to  Purchaser  and  its counsel in order to transfer all
          right,  title  and  interest  in  the  Assets  to  Purchaser;

          7.01.02.  Original  evidences  of  title  or  ownership of the Assets;

          7.01.03.  Original  data  and  records  relating  to  the  Assets;

          7.01.04.  Evidence  (including,  if  applicable,  the delivery of duly
          executed  UCC-3  Termination  Statements)  reasonably  satisfactory to
          Purchaser and its counsel, of the satisfaction and discharge by Seller
          of  all existing liens, claims, and encumbrances upon or affecting the
          Assets.  Such  other  instruments  and  documents  in form and content
          reasonably  satisfactory to counsel for Purchaser, as may be necessary
          or  appropriate  to (i) effectively transfer and assign to and vest in
          Purchaser good and marketable title to the Assets and/or to consummate
          more  effectively  the  transactions  contemplated  hereby and (ii) in
          order  to  enable  Purchaser  to  determine  whether the conditions to
          Seller's  obligations under this Agreement have been met and otherwise
          to  carry  out  the  provisions  of  this  Agreement.

     7.02. Contractual Consents Needed. The parties to this Agreement shall have
           ---------------------------
     obtained  at  or  prior  to  the  Closing  all  consents  required  for the
     consummation  of  the  transactions contemplated by this Agreement from any
     party  to  any  contract,  agreement,  instrument, license, arrangement, or
     understanding  to  which  any  of them is a party, or to which any of their
     respective  businesses, properties, or assets are subject, except where the
     failure  would  not  have  a  Material  Adverse  Effect.

     8.  Conditions  to  Obligations  of Seller. The obligations of Seller under
         --------------------------------------
     this  Agreement  are  subject,  at  the  option of Seller, to the following
     conditions:

     8.01.  Board  Approval.  The  Board  of  Directors  of Purchaser shall have
            ---------------
     approved  the  transactions  contemplated  herein.

     9.  Covenants  and  Agreements  of  Seller.  Seller covenants and agrees to
         --------------------------------------
     execute  assignments  to  reflect  the assignment of Intellectual Property.

<PAGE>

     10.  Miscellaneous.
          -------------

     10.01.  Further  Actions.  At  any  time and from time to time, the parties
             ----------------
     agree,  at  their  expense, to take such actions and to execute and deliver
     such documents as may be reasonably necessary to effectuate the purposes of
     this  Agreement.

     10.02. Availability of Equitable Remedies. Since a breach of the provisions
            ----------------------------------
     of this Agreement could not adequately be compensated by money damages, the
     parties  shall be entitled before, and only before, Closing, in addition to
     any  other  right or remedy available to them, to an injunction restraining
     such  breach or a threatened breach and to specific performance of any such
     provision  of this Agreement; and in either case, no bond or other security
     shall  be  required in connection therewith, and the parties hereby consent
     to  the  issuance  of  such  an  injunction and to the ordering of specific
     performance.

     10.03. Survival. The covenants, agreements, representations, and warranties
            --------
     contained  in or made pursuant to this Agreement shall survive for a period
     of  15 months from the Closing date, irrespective of any investigation made
     by  or  on  behalf  of  any  party  (the  "Survival  Date").  No  claim for
     indemnification  may  be  brought  pursuant  to  this  Section 10.03 unless
     asserted  by  written  notice  as  provided  herein  by  the party claiming
     indemnification  on  or  before  the  Survival  Date.

     10.04.  Modification. The Agreement and the schedules and exhibits attached
             ------------
     hereto  set  forth  the entire understanding of the parties with respect to
     the  subject  matter  hereof  supersede  all existing agreements among them
     concerning  such  subject  matter,  and  may  be modified only by a written
     instrument  duly  executed  by  the  Parties.

     10.05.  Notices. Any notice or other communication required or permitted to
             -------
     be  given  hereunder  shall  be in writing and shall be mailed by certified
     mail,  return receipt requested (or by the most nearly comparable method if
     mailed  from  or  to a location outside of the United States), or delivered
     against  receipt  to  the party to whom it is to be given at the address of
     such  party set forth in the preamble or signature pages to this Agreement.
     Any  notice  or  other  communication  given  by certified mail (or by such
     comparable  method)  shall  be  deemed  given  at  the  time of mailing (or
     comparable act), except for a notice changing a party's address, which will
     be  deemed  given  at  the  time  of  receipt  thereof.

     10.06. Waiver. Any waiver by any party of a breach of any provision of this
           -------
     Agreement  shall not operate as or be construed to be a waiver of any other
     breach  of  that  provision or of any breach of any other provision of this
     Agreement.  The  failure  of a party to insist upon strict adherence to any
     term  of  this  Agreement on one or more occasions will not be considered a
     waiver  or deprive that party of the right thereafter to insist upon strict
     adherence to that term or any other term of this Agreement. Any waiver must
     be  in  writing  and,  in the case of a corporate party, be authorized by a
     resolution of the Board of Directors or by an officer of the waiving party.

     10.07.  Binding  Effect.  The provisions of this Agreement shall be binding
             ---------------
     upon  and  inure  to  the  benefit  of  each party's respective successors,
     assigns,  heirs,  and  personal  representatives.

     10.08.  No  Third-Party  Beneficiaries. This Agreement does not create, and
             ------------------------------
     shall  not  be  construed as creating, any rights enforceable by any person
     not  a  party  to  this  Agreement.

     10.09.  Severability.  If  any  provision  of  this  Agreement  is invalid,
             ------------
     illegal,  or  unenforceable,  the balance of this Agreement shall remain in
     effect, and if any provision is inapplicable to any person or circumstance,
     it  shall  nevertheless  remain  applicable  to  all  other  persons  and
     circumstances.

     10.10.  Headings. The headings of this Agreement are solely for convenience
             --------
     of  reference  and  shall  be  given  no  effect  in  the  construction  or
     interpretation  of  this  Agreement.

     10.11.  Counterparts,  Governing Law. This Agreement may be executed in any
             ----------------------------
     number  of counterparts, each of which shall be deemed an original, but all
     of which together shall constitute one and the same instrument. It shall be
     governed by and construed in accordance with the laws of the State of Texas
     without  giving  effect  to  conflict  of  laws.

<PAGE>

     10.12.  Indemnification.  Seller  shall indemnify, defend and hold harmless
             ---------------
     Purchaser  and  each of its officers, directors, agents and affiliates from
     and  against any damage, loss, claim, liability, cost or expense, including
     fees  and  disbursements  of  counsel,  accountants,  experts  and  other
     consultants  (collectively,  "Damages"),  resulting  from,  arising out of,
     based  upon  or  occasioned  by  any  misstatement  or  omission  from  any
     representation  by,  or  any  breach  of warranty, covenant or agreement of
     Seller  contained  herein.

     10.13.  Indemnification Procedures. Promptly after receipt by Purchaser, on
             --------------------------
     the  one  hand,  or  Seller  on  the  other  hand  (in  any  such case, the
     "Indemnitee"),  of  notice of any action, suit, proceeding, audit, claim or
      -----------
     potential  claim (any of which is hereinafter individually referred to as a
     "Circumstance"),  which  could  give rise to a right to indemnification for
     damages  pursuant to Section 10.12, the Indemnitee shall give the party who
     may  become  obligated  to  provide  indemnification  hereunder  (the
     "Indemnitor")  written  notice  describing  the  Circumstance in reasonable
     ------------
     detail;  provided, that failure of an Indemnitee to give such notice to the
              --------
     Indemnitor shall not relieve the Indemnitor from any of its indemnification
     obligations hereunder unless (and then only to the extent) that the failure
     to  give  such  notice  prejudices  the  defense of the Circumstance by the
     Indemnitee.  Such  Indemnitor  shall have the right, at its option and upon
     its acknowledgment to the Indemnitee of Indemnitor's liability to indemnify
     Indemnitee  in respect of such asserted liability, to compromise or defend,
     at  its  own  expense and by its own counsel, any such matter involving the
     asserted  liability  of  the Indemnitee; provided, that any such compromise
                                              --------
     (i)  shall  include  as  a  unconditional  term  thereof  the giving by the
     claimant  or  the  plaintiff  to  such  Indemnitee  of  a  release from all
     liability  in  respect  of  such  claim  and  (ii)  shall not result in the
     imposition  on  the Indemnitee of any remedy other than monetary damages to
     be  paid  in  full by the Indemnitor pursuant to this Section 10.13. If any
     indemnitor  shall  undertake  to  compromise  or  defend  any such asserted
     liability,  it  shall promptly notify the Indemnitee of its intention to do
     so,  and the Indemnitee agrees to, and to cause its own independent counsel
     to,  cooperate  fully with the Indemnitor and its counsel in the compromise
     of,  or  defense  against,  any  such  asserted  liability.  All reasonable
     out-of-pocket  costs  and expenses incurred by the Indemnitee in connection
     with  such  cooperation (including, without limitation, the reasonable fees
     and expenses of the Indemnitee's own independent counsel) shall be borne by
     the  Indemnitor.  In  any  event,  the  Indemnitee  shall have the right to
     participate with its own counsel (the reasonable fees and expenses of which
     will  be  borne  by  Indemnitor) in the defense of such asserted liability;
     provided  that  if  with  respect  to a Circumstance, Indemnitor shall have
     acknowledged  Indemnitor's  liability to indemnify Indemnitee if and to the
     extent of any loss arising out of such Circumstance and Indemnitor shall be
     diligently  defending  such  matter,  Indemnitor  shall not be obligated to
     indemnify  Indemnitee  for  the  cost of Indemnitee's participation in such
     defense,  including  Indemnitee's  attorney's  fees. Under no circumstances
     shall  the  Indemnitee  compromise  any such asserted liability without the
     written  consent of the Indemnitor (which consent shall not be unreasonably
     withheld),  unless the Indemnitor shall have failed or refused to undertake
     the  defense  of  any  such asserted liability after a reasonable period of
     time  has  elapsed  following the notice of a Circumstance received by such
     Indemnitor  pursuant  to  this  Section  10.13.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement effective
as  of  the  date  written  in  the  preamble  of  this  Agreement.

                                AMERICAN  INSTITUTE  OF  TECHNOLOGY,  INC.



                                By:      /s/ Dr. Jonatan Jelen
                                         ---------------------------------------
                                Name:     Dr. Jonatan Jelen
                                         ---------------------------------------
                        Title:   President
                                         ---------------------------------------


                                NICHOLAS  HSU

                                         /s/ Nicholas Hsu
--------------------------------------


<PAGE>

                                  SCHEDULE 1.01


                                 List of Assets

<PAGE>

                                  SCHEDULE 1.03


                               Assumed Liabilities

<PAGE>

                                SCHEDULE 5.01.03.


                              Intellectual Property

<PAGE>

                                  SCHEDULE 5.06


                            Material Contracts, etc.

<PAGE>

                                  SCHEDULE 5.07


                              Permits and Licenses

<PAGE>