Exhibit
      10.1

    Page
      1 of
      6 

     

    AGREEMENT
      FOR PURCHASE AND SALE OF STOCK

    


    This
      Agreement for Purchase and Sale of Stock (“Agreement”) is made as of June 20,
      2008 by and among Nazar Haidri, M.D. (“Seller”), an individual with a principal
      address of 2333 Morris Avenue Union, New Jersey, and Modern Medical Modalities
      Corporation (“MMMC” or “Buyer”), a New Jersey corporation with a principal
      business address of 439 Chestnut Street, Union, New Jersey.

    


    1. Sale
      and Transfer of Stock.
      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 stock (“Stock”) of Seller related to Seller’s business share in
      Union Imaging Associates, Inc.

    


    2. Consideration
      From Buyer at Closing.
      As full
      payment for the transfer of the Stock to Buyer, at the closing (“Closing”) of
      the sale of Stock, Buyer shall deliver to Seller a stock certificate(s) in
      the
      name of Seller, or its assigns, representing 150,000 shares of MMMC common
      stock
      and $36,000 paid equally over 18 months with the first payment beginning 30
      days
      from closing date, which represents the “Purchase Price”. 

    


    3.
      Seller
      Stock Put Option.
      If
      the
      average price of the Common Stock is less than $0.30 for any consecutive 20
      day
      period during the first 90 day period commencing at the end of the fifteenth
      month subsequence to the date of this Agreement, Dr. Haidri will have the right
      to put the Stock to Modern Medical Modalities Corporation for $45,000 or
      pro-ratable portion thereof, computed by multiplying the number of shares being
      put by the result of dividing $45,000 by 150,000 shares.

    


    4.
      Piggy-Back
      Registration Rights.
      If
      the
      company completes a SB-2 registration during the stock holding period required
      under Rule 144, the Company will include the 300,000 shares delivered by the
      Buyer to the Seller in the SB-2 registration.

    


    5. 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. 

    


    6. Taxes.
      Seller
      shall be responsible and shall pay all taxes of any kind or character relating
      to the Stock, 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 Stock pursuant to this Agreement.

    


    
      
        7.
          Representations
          and Warranties of Seller.
          Seller
          represents and warrants, that:

      

    

    


    7.1 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 Stock. The Seller has a $15,883.51 note payable
      balance due to MMMC relate to loans advanced to the Partners of Union Imaging
      Associates, Inc. This note payable will be forgiven by MMMC subject to execution
      of this contract.

    


    7.2 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.1

    Page
      2 of
      6 

    


    7.3 Title
      to Stock.
      Seller
      has good and marketable title to the Stock and interests in the Stock, whether
      real, personal, mixed, tangible, or intangible, which constitute all the Stock
      and interests in the Stock that Seller is transferring to Buyer. The Stock
      is
      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 Stock. 

    


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

    


    7.5 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 Stock. 

    


    7.6 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
      Stock; or (3) the creation or imposition of any lien, charge or encumbrance
      on
      the Stock.

    


    7.7 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.

    


    7.8 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.

    


    8. Indemnification
      and Survival of Representations and Warranties.

    


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

    


    8.2 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 made by a third party with respect
      to
      the Stock.

      

    9. 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
      Stock to be assigned and transferred under the terms of this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.1

    Page
      3 of
      6

     

    10. Conditions
      Precedent to Buyer’s Performance.
      The
      obligations of Buyer to purchase the Stock 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.

    


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

    


    10.2 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.

      

      
      10.3 Buyer’s
      Inspection.
      Buyer
      shall make, or cause to be made, such investigation as it deems necessary or
      advisable of the Stock. 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.

    


    10.4 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.

    


    11. Conditions
      Precedent to Seller’s Performance.
      The
      obligations of Seller to sell and transfer the Stock 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.

    


    11.1 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.

    


    11.2 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.

    


    11.3 Buyer’s
      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.

    


    11.4 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 300,000 shares of MMMC
      common stock.

     

    12. The
      Closing.
      The
      transfer of the Stock by Seller to Buyer shall take place on or before thirty
      days of the closing date, in Union, New Jersey or at such other time and place
      as the parties may agree to in writing (“Closing Date”).

    


    12.1 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 “A” pertaining to the Stock being
      transferred pursuant to the terms of this Agreement;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.1

    Page
      4 of
      6

    


    (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 Stock 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 Stock
      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.

    


    12.2 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;

    


    (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.

    


    13. 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.

    


    14. 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 Stock, removing liens, and obtaining all necessary
      government approvals for this transfer and sale, which expenses shall be borne
      solely by Seller.

    


    15. Miscellaneous.

    


    15.1 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.

    


    15.2 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 Union, State of New Jersey, 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.

    


    15.3 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:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.1

    Page
      5 of
      6

    


    
      	
              If
                to Seller, addressed to:

            	
              Nazar
                Haidri, M.D.

            


    

    
      	 	
              2333
                Morris Avenue 

            


    

    Union,
      New Jersey, 07083

    


    If
      to
      Buyer, addressed to:  Modern
      Medical Modalities Corporation

    439
      Chestnut Street

    Union,
      New Jersey 07083

    


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

    


    15.4 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.

    


    15.5 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.

    


    15.6 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. 

    


    15.7 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.

    


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

    


    

      
        	
                “BUYER”

              
	 
	
                Modern
                  Medical Modalities, a New Jersey corporation

              
	 
	
                By:_________________________________

              
	 
	
                “SELLER”

              
	 
	
                Nazar
                  Haidri, M.D.

              
	 
	
                By:
                  ______________________________________

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.1

    Page
      6 of
      6

    


    EXHIBIT
      “A”

    


    BILL
      OF
      SALE

    


    1. Nazar
      Haidri, M.D., as an individual (hereinafter referred to as “Seller”), for good
      and valuable consideration, as designated in that certain Agreement For Purchase
      And Sale Of Stock (“the Agreement”) made and entered into ________, 2008 between
      the Seller and Modern Medical Modalities Corporation of New Jersey (hereinafter
      referred to as “Purchaser”), the receipt and sufficiency of which consideration
      is hereby acknowledged, hereby grants, sells, assigns, transfers, conveys and
      delivers to Purchaser, free and clear of all liens, claims, charges and
      encumbrances of any nature whatsoever, all of its right, title and interest
      in
      and to the Stock, as defined in the Agreement.

    


    2. Seller
      shall execute and deliver such further instruments of sale, conveyance, transfer
      and assignment and take such other actions reasonably requested by purchaser
      in
      order to effectively bargain, sell, assign transfer, convey to and vest in
      Purchaser all rights and title to the Stock as specified herein.

    


    3. This
      Bill
      of Sale shall be subject to all the rights, obligations, terms and conditions
      of
      the Agreement.

    


    IN
      WITNESS WHEREOF, the Seller has caused this Bill of Sale to be executed, the
      20th day of June, 2008.

     

    
      
        	
                Nazar
                  Haidri, M.D.

              
	 
	 
	
                By:
                  _____________________________

              
	
                Individually

              
	 
	 
	 
	
                Modern
                  Medical Modalities Corporation

              
	 
	 
	
                By:
                  _____________________________

              
	
                Chief
                  Operating Office