Exhibit 10.1

                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

      This Agreement for Purchase and Sale of Assets ("Agreement") is made as of
February 28, 2007 by and among MTI Partners II, L.P.  ("MTI-II" or "Seller"),  a
limited  partnership with a principal  business address of 5825 Glenridge Drive,
Building 3, Suite 101,  Atlanta,  Georgia,  30328 and Modern Medical  Modalities
Corporation  ("MMMC" or  "Buyer"),  a New Jersey  corporation  with a  principal
business address of 439 Chestnut Street, Union, New Jersey, 07083.

      1. Sale and Transfer of Assets.  Subject to the terms and  conditions  set
forth in this Agreement,  Seller agrees to sell, convey,  transfer,  assign, and
deliver  to Buyer,  and  Buyer  agrees  to  purchase  from  Seller,  the  assets
("Assets") of Seller as described on Exhibit "A" hereto.

      2. Consideration  From Buyer at Closing.  As full payment for the transfer
of the Assets to Buyer, at the closing ("Closing") of the sale of Assets,  Buyer
shall  deliver to Seller a stock  certificate(s)  in the name of Seller,  or its
assigns,  representing  1,000,000  shares of MMMC  common  stock (the  "Purchase
Price")  provided  that MMMC's  stock price as of the date of this  Agreement is
within 35%, below or above, $0.73 per share.

      3. Assumption of Liabilities.  It is expressly  understood and agreed that
Buyer shall not be liable for any of the obligations or liabilities of Seller of
any kind and nature.

      4. Taxes.  Seller shall be responsible and shall pay all taxes of any kind
or  character  relating  to the Assets,  if any.  Furthermore,  Seller  shall be
responsible  for the  payment  of any  transfer  taxes of any kind or  character
arising from the sale and transfer of the Assets pursuant to this Agreement.

      5.  Representations  and  Warranties  of  Seller.  Seller  represents  and
warrants, that:

      5.1 Debts,  Obligations and  Liabilities.  Seller does not have any debts,
liabilities,   or  obligations  of  any  nature,   whether  accrued,   absolute,
contingent,  or  otherwise,  whether  due  or  to  become  due,  related  to  or
encumbering the Assets.

      5.2 Tax Returns  Filed.  Within the times and in the manner  prescribed by
law,  Seller has filed all tax  returns  required by law and has paid all taxes,
assessments and penalties due and payable.  There are no present  disputes as to
taxes of any nature payable by Seller.  Seller will provide Buyer with copies of
all tax returns filed for the last three fiscal years if requested by Buyer.

      5.3 Trade Names, Trademarks and Copyrights.  Exhibit "B" to this Agreement
is a schedule of all trade names,  trademarks,  service marks and copyrights and
their  registrations,  if any, owned by Seller or in which Seller has any rights
or licenses, solely as they relate to the Assets. Seller has no knowledge of any
infringement  or  alleged  infringement  by  others  of  any  such  trade  name,
trademark,  service mark or copyright.  Seller has not infringed, and is not now
infringing, on any trade name, trademark, service mark or copyright belonging to
any  other  person.  Seller  has the  right to sell or assign to Buyer all owned
trademarks, trade names, service marks and copyrights,


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and all such licenses or other rights.

      5.4 Trade Secrets. As they relate to the Assets,  Seller is the sole owner
of any trade secrets, free and clear of any liens,  encumbrances,  restrictions,
or legal or equitable claims of others. Seller has taken all reasonable security
measures  to  protect  the  secrecy,  confidentiality  and value of these  trade
secrets. Any of Seller's partners or employees and any other persons who, either
alone or in concert  with  others,  developed,  invented,  discovered,  derived,
programmed  or designed  these  secrets,  or who have  knowledge of or access to
information relating to them, have been put on notice and, if appropriate,  have
entered into agreements that these secrets are proprietary to Seller and are not
to be divulged or misused.

      5.5 No  Competition.  In  consideration  for the  purchase  of the Assets,
Seller  agrees that it and its partners will not, for a period of two years from
the date of this  Agreement,  directly  or  indirectly  engage  in,  or have any
interest  in  any  person,  firm,   corporation,   or  business  that  produces,
manufactures,  develops,  markets,  purchases, or sells medical software that is
competitive  with the Assets,  without the prior  written  consent of the Buyer.
Furthermore,  for a period of two years from the date of this Agreement, neither
Seller  nor  any  of  its  employees  or  partners  shall   disclose,   divulge,
communicate,  use to the  detriment  of Buyer or for the  benefit  of any  other
person or persons,  or misuse in any way any  confidential  information or trade
secrets, including technology information,  secret processes, know-how, formulas
or other  technical  data  transferred  by Seller to  Buyer,  without  the prior
written consent of the Buyer.

      5.6  Title to  Assets.  Seller  has good and  marketable  title to all the
Assets and interests in the Assets, whether real, personal,  mixed, tangible, or
intangible,  which  constitute  all the Assets and  interests in the Assets that
Seller is transferring  to Buyer.  The Assets are free and clear of restrictions
on or  conditions  to transfer or  assignment,  and free and clear of mortgages,
liens, pledges, charges, encumbrances,  equities, claims, easements,  covenants,
conditions  or  restrictions,  the lien of current taxes not yet due and payable
and possible minor matters that, in the aggregate, are not substantial in amount
and do not materially detract from or interfere with the present or intended use
of the Assets.

      5.7  Compliance  with  Laws.  Seller  has  complied  with,  and  is not in
violation of, any statute, law or regulation affecting the Assets.

      5.8  Litigation.  There is not  pending,  and  Seller  is  unaware  of any
threatened  suit,  action,   arbitration  or  legal,   administrative  or  other
proceeding, or governmental investigation, against or affecting the Assets.

      5.9 Agreement Will Not Cause Breach or Violation.  The consummation of the
transaction  contemplated by this Agreement will not result in or constitute any
of the following:  (1) a default or an event that,  with notice or lapse of time
or both,  would  be a  default,  breach  or  violation  of any  lease,  license,
promissory note, conditional sales contract,  commitment,  indenture,  mortgage,
deed of trust, or other agreement,  instrument or arrangement to which Seller is
a party or by which the  Assets are  bound;  (2) an event that would  permit any
party  to  terminate  any  agreement  or  to  accelerate  the  maturity  of  any
indebtedness  or other  obligation of Seller  related to the Assets;


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or (3) the creation or  imposition  of any lien,  charge or  encumbrance  on the
Assets.

      5.10 Authority and Consents.  Seller has the right,  power, legal capacity
and authority to enter into and perform its  obligations  under this  Agreement,
and no approvals or consents of any  governmental  authorities  or persons other
than Seller are necessary in  connection  with it. The execution and delivery of
this  Agreement by Seller has been duly  authorized by all  necessary  corporate
action on the part of Seller.

      5.11 Full Disclosure.  None of the  representations and warranties made by
Seller in this Agreement,  or made in any certificate or memorandum furnished or
to be  furnished by Seller,  contains or will contain any untrue  statement of a
material  fact,  or  omits  to  state a  material  fact,  necessary  to make the
statements made not  misleading.  All  representations  and warranties of Seller
included in this  Agreement  and in any written  statements  delivered  to Buyer
under this  Agreement will be true and correct as of the Closing Date as if made
on that date.

      6. Indemnification and Survival of Representations and Warranties.

      6.1 Survival of Representations, Warranties, Covenants and Agreements. The
representations,  warranties,  covenants,  agreements and undertakings of Seller
set forth herein shall survive the Closing.

      6.2  Indemnification  by Seller.  Seller shall indemnify,  defend and hold
harmless Buyer and its past and present officers, directors,  affiliates, agents
and  representatives  against  and in  respect of any and all  claims,  demands,
losses,  costs,  expenses,  obligations,  liabilities,  damages,  recoveries and
deficiencies, including interest, penalties and reasonable attorney's fees, that
Buyer shall  incur or suffer that arise,  result from or relate to any breach or
inaccuracy  of, or failure  by Seller to  perform,  any of its  representations,
warranties,  covenants  or  agreements  in this  Agreement  or in any  schedule,
certificate,  exhibit or other instrument furnished or to be furnished by Seller
under this Agreement. Specifically, without limiting the foregoing, Seller shall
be solely  responsible  for the payment of any sums  incurred as a result of any
claim of intellectual property infringement by a third party with respect to the
Assets.

      7. Mutual  Conditions  Precedent.  The closing of this transaction will be
conditioned upon:

      7.1 The completion,  and MMMC's  satisfaction with the results thereof, of
MMMC's due diligence investigation of the Assets.

      7.2 MMMC will  assume  MTI-II's  transferable  contract  with  Attune,  an
affiliate of MTI-II, for the licensing related to the Asset and other provisions
that include development and support services.

      7.3  Approval  must be obtained by the Board of  Directors of MMMC and the
General Partner of MTI-II.


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      8. Seller's  Obligations  Before Closing.  Seller  covenants that from the
date of this Agreement until the Closing:

      8.1 Buyer's  Access to Premises  and  Information.  Buyer and its counsel,
accountants  and other  representatives  shall have full  access  during  normal
business  hours to all  properties,  books,  accounts,  records,  contracts  and
documents  of or  relating to the Assets.  Seller  shall  furnish or cause to be
furnished to Buyer and its representatives  all data and information  concerning
the Assets that may be reasonably requested.

      8.2  Conduct  of  Business  in Normal  Course.  Seller  will  carry on its
business and activities  diligently and in  substantially  the same manner as it
previously  has been carried out and shall not make or institute  any unusual or
novel  methods  of  manufacture,   purchase,  sale,  management,  accounting  or
operation that vary  materially from those methods used by Seller as of the date
of this Agreement.

      8.3  Existing  Agreements.  Seller  will  not  modify,  amend,  cancel  or
terminate any existing  contracts or  agreements,  solely related to the Assets,
without the written consent of Buyer.

      9. Buyer's Obligations Before Closing. Buyer agrees that, unless and until
the Closing has been consummated, Buyer will hold in strict confidence, and will
not use to the detriment of Seller, all data and information with respect to the
Assets  obtained  in  connection  with  this  transaction.  If  the  transaction
contemplated by this Agreement is not  consummated,  Buyer will return to Seller
all the data and information that Seller may reasonably request.  Whether or not
the Closing shall take place,  Seller shall waive any cause of action,  right or
claim  arising  out of the access of Buyer or its  representatives  to any trade
secrets  or  other  confidential  business  information  from  the  date of this
Agreement until the Closing Date, except for the intentional  competitive misuse
by Buyer or its  representatives  of such trade  secrets  or other  confidential
business information if the Closing does not take place.

      10. Cooperation in Securing Consents of Third Parties.  Buyer will use its
best efforts to assist Seller in obtaining the consent of all necessary  persons
and  agencies  to the  assignment  and  transfer  to Buyer of the  Assets  to be
assigned and transferred under the terms of this Agreement.

      11. Conditions Precedent to Buyer's Performance.  The obligations of Buyer
to purchase the Assets under this Agreement are subject to the satisfaction,  at
or before the Closing,  of all the conditions set out below. Buyer may waive any
or all of these conditions in whole or in part, provided,  however, that no such
waiver of a  condition  shall  constitute  a waiver by Buyer of any of its other
rights or  remedies,  at law or in equity,  if Seller shall be in default of any
representation, warranty or covenant under this Agreement.

      11.1  Accuracy  of  Seller's  Representations  and  Warranties.  Except as
otherwise  permitted by this Agreement,  all  representations  and warranties of
Seller  included in this  Agreement  or in any written  statement  that shall be
delivered to Buyer under this  Agreement  shall


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be true on and as of the Closing Date as though made at that time.

      11.2  Performance by Seller.  Seller shall have  performed,  satisfied and
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement  to be performed  or complied  with by each of them,  on or before the
Closing Date.

      11.3 No Material Adverse Change.  Prior to the Closing Date,  Seller shall
not have  sustained any material  loss or damage to the Assets.  For purposes of
this  Agreement,  changes,  loss or damage shall be deemed to be  "material"  or
"materially  adverse"  if the cost to  remedy  any  such  individual  change  or
aggregate  of changes  shall equal or exceed One  Thousand  U.S.  Dollars  (U.S.
$1,000).

      11.4  Buyer's  Inspection.  Buyer  shall make,  or cause to be made,  such
investigation as it deems necessary or advisable of the Assets. Buyer shall have
the right to terminate this Agreement if, as a result of its  investigation,  it
is not satisfied with any of its findings.

      11.5 Due Approval.  The execution and delivery of this Agreement by Seller
and the  performance  of its  covenants  and  obligations  under it will be duly
authorized by all necessary  action by Seller and Buyer shall receive  copies of
all materials pertaining to that authorization,  certified by Seller as true and
correct.

      12.  Conditions  Precedent to Seller's  Performance.  The  obligations  of
Seller to sell and transfer the Assets under this  Agreement  are subject to the
satisfaction,  at or before the  Closing,  of all of the  following  conditions.
Seller may waive any or all of these conditions in whole or in part, however, no
such waiver of a  condition  shall  constitute  a waiver by Seller of any of its
rights or remedies, at law or in equity, if Buyer should be in default of any of
its representations, warranties or covenants under this Agreement.

      12.1   Accuracy   of   Buyer's   Representations   and   Warranties.   All
representations  and  warranties by Buyer  contained in this Agreement or in any
written  statement  delivered by Buyer under this Agreement shall be true on and
as of the Closing Date as though such  representations  and warranties were made
on and as of that date.

      12.2 Buyer's Performance. Buyer shall have performed and complied with all
covenants and  agreements  and satisfied all  conditions  that it is required by
this Agreement to perform, comply with or satisfy, before or at the Closing.

      12.3  Buyer's  Corporate  Approval.  The Board of Directors of Buyer shall
have duly  authorized  and approved the execution and delivery of this Agreement
and all corporate action necessary or proper to fulfill the Buyer's  obligations
to be performed under this Agreement on or before the Closing Date.


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      12.4 Buyer's Stock Value. At the Closing,  Buyer shall deliver to Seller a
stock  certificate(s)  in the name of the seller,  or its assigns,  representing
1,000,000 shares of MMMC common stock provided that MMMC's stock price as of the
date of this Agreement is within 35%, below or above, $0.73 per share.

      13. The Closing.  The transfer of the Assets by Seller to Buyer shall take
place on or before March 16, 2007 (the  "Closing  Date") at noon (12 pm) Eastern
Standard Time at the location of 5825  Glenridge  Drive,  Building 3, Suite 101,
Atlanta,  Georgia,  30328,  or at such other time and place as the  parties  may
agree to in writing ("Closing Date").

      13.1 Seller's Obligations at Closing. At the Closing, Seller shall deliver
or cause to be delivered to Buyer:

            (a) a Bill of Sale,  in the form  attached  hereto  as  Exhibit  "C"
pertaining  to all the Assets  being  transferred  pursuant to the terms of this
Agreement;

            (b) a certificate executed by Seller certifying that all of Seller's
representations  and warranties  under this Agreement are true as of the Closing
Date, as though each of those  representations  and  warranties had been made on
that date; and

            (c) tax clearances issued by all taxing authorities, if applicable.

      Simultaneously,  with the  consummation  of the transfer,  Seller will put
Buyer  into full  possession  and  enjoyment  of the Assets to be  conveyed  and
transferred pursuant to this Agreement.

      Seller, at any time before the Closing Date, will execute, acknowledge and
deliver any  further  deeds,  assignments,  conveyances,  and other  assurances,
documents and instruments of transfer,  reasonably  requested by Buyer, and will
take any  other  action  consistent  with the terms of this  Agreement  that may
reasonably  be  requested by Buyer for the purpose of  assigning,  transferring,
granting,  conveying and confirming to Buyer, or reducing to possession,  any or
all Assets to be conveyed and transferred under this Agreement.  If requested by
Buyer,  Seller further agrees to prosecute or otherwise enforce in its own name,
for the benefit of Buyer, any claims, rights or benefits that are transferred to
Buyer under this  Agreement  and that  require  prosecution  or  enforcement  in
Seller's name.

      13.2 Buyer's Obligations at Closing.  At the Closing,  Buyer shall deliver
or cause to be delivered to Seller :

            (a)  certificates  representing the Shares as specified in paragraph
2; and

            (b) certified  resolutions of Buyer's board of directors authorizing
the execution and  performance  of this Agreement and all actions to be taken by
Buyer under this Agreement.


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      14.  Publicity.  All  notices  to third  parties  and all other  publicity
concerning the  transactions  contemplated  by this  Agreement  shall be jointly
planned  and  coordinated  by and between  Buyer and Seller.  No party shall act
unilaterally  in this regard  without the prior  written  approval of the other,
however,  this  approval  shall  not  be  unreasonably  withheld.   This  clause
specifically excludes any required regulatory filings with the SEC by MMMC.

      15. Expenses.  Each party shall pay all costs and expenses  incurred or to
be incurred by it in negotiating and preparing this Agreement and in closing and
carrying out the transactions contemplated by this Agreement, with the exception
of all  expenses  incurred in  transferring  the  Assets,  removing  liens,  and
obtaining all necessary  government  approvals for this transfer and sale, which
expenses shall be borne solely by Seller.

      16. Miscellaneous.

      16.1 Governing  Law. This Agreement  shall be deemed to be made in, and in
all respects shall be  interpreted,  construed and governed by and in accordance
with the laws of the state of New Jersey, United States of America.

      16.2 Venue and Arbitration. Any dispute between Buyer and Seller involving
the  interpretation  of this Agreement or the obligations of a party to it shall
be determined by binding arbitration in accordance with the arbitration rules of
the American Arbitration  Association in the County of Fulton,  Georgia,  United
States of America.  The arbitrator  shall have the authority to permit discovery
upon request of a party. The cost of the arbitration shall be shared equally.

      16.3 Notices. All notices, demands, requests, consents, approvals or other
communications  ("Notices")  given hereunder  shall be in writing,  and shall be
given by personal  delivery or by express mail,  Federal  Express,  DHL or other
similar form of recognized  airborne/overnight  delivery service (which forms of
Notice  shall be  deemed  to have  been  given  upon  delivery),  or by telex or
facsimile  transmission  (which forms of Notice shall be deemed  delivered  upon
confirmed  transmission),  or by mailing in the mail by  registered or certified
mail, return receipt requested,  postage prepaid (which forms of Notice shall be
deemed to have been given upon the tenth (10th)  business day following the date
mailed). Notices shall be addressed as follows:

  If to Seller, addressed to:     MTI Partners II, L.P.
                                  5825 Glenridge Drive
                                  Building 3, Suite 101
                                  Atlanta, Georgia 30328

  If to Buyer, addressed to:      Modern Medical Modalities Corporation
                                  439 Chestnut Street
                                  Union, New Jersey 07083


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or to such other  address as to which any party  hereto  may have  notified  the
others in writing.

      16.4 Section  Headings.  The section and paragraph  headings  contained in
this  Agreement are for reference  purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.

      16.5  Counterparts  and Facsimiles.  For the convenience of the parties to
this  Agreement,  this document may be executed by facsimile  signatures  and in
counterparts which shall together constitute the agreement of the parties as one
and the same instrument.

      16.6  Severability.  If any provision of this Agreement or the application
thereof to any party or circumstance  shall be held invalid or  unenforceable to
any extent, the remainder of this Agreement and application of such provision to
the other  party or  circumstances  shall not be  affected  thereby and shall be
enforced to the greatest extent permitted by applicable law.

      16.7  Entire  Agreement;   Modification.  This  Agreement,  including  the
Exhibits  hereto,  embodies the entire  agreement  and  understanding  among the
parties  hereto with respect to the subject  matter  hereof,  and supersedes all
prior  agreements  and  understandings   related  thereto.  The  parties  hereto
recognize and agree that no  representations or warranties have been made except
as set forth in this  Agreement and the Exhibits  hereto.  This Agreement may be
modified only by a written instrument signed by each of the parties.

                            [SIGNATURE PAGE FOLLOWS]


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      IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused this
Agreement  for  Purchase  and Sale of Assets to be executed as of the date first
above written.

                          "BUYER"

                          Modern Medical Modalities, a New Jersey corporation

                          By:
                             ---------------------------------------------------

                          "SELLER"

                          MTI Partners II, L.P., a Georgia limited partnership

                          By:
                             ---------------------------------------------------

                             On behalf of the General Partner INEX Group, Inc.



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