ASSET
      PURCHASE AGREEMENT

    


    THIS
      ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective
      as of the 29nd
      day of
      December, 2006 (the “Closing Date”), by and among
      PRACTICEXPERT of Oklahoma, Inc., an
      Oklahoma corporation ("Seller"), and AcSel
      Corporation,
      a
      Virginia corporation or a limited liability company to be formed ("Buyer").
      

    


    RECITALS

    


    A. Seller
      is
      a medical billing and collections company (the "Business"), and Seller owns
      all
      of the Assets (as hereinafter defined) used in connection with the Business.
      

    


    B.
       Seller
      desires to sell, transfer and assign the Assets to Buyer, and Buyer desires
      to
      purchase the Assets from Seller, upon the terms and subject to the conditions
      set forth in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the respective representations,
      warranties, covenants and agreements contained herein, the parties hereto hereby
      agree as follows: 

    


    ARTICLE
      I 

    


    SALE
      AND PURCHASE OF ASSETS;

    ASSUMPTION
      OF CERTAIN LIABILITIES

     

    
      	
              1.1.

            	
              Sale
                and Purchase of Assets. 

            


    

    


    Upon
      the
      terms and subject to the conditions set forth in this Agreement, on the Closing
      Date (as hereinafter defined), Seller agrees to sell, transfer, convey, assign
      and deliver to Buyer, and Buyer agrees to purchase, acquire and accept from
      Seller, free and clear of all claims, liens, restrictions, encumbrances or
      security interests of any nature whatsoever, all of Seller's right, title and
      interest in and to all of the rights, properties, contracts and other assets
      of
      Seller used in the Business, whether tangible or intangible, whether real,
      personal or mixed, whether accrued, contingent or otherwise, and wherever
      located, as more fully described on Exhibit
      A.
      Except
      for the
      Assets listed on Exhibit
      A,
      all
      other assets of the Seller are excluded from this transaction. The Assets
      include: 

    


    (a) Equipment.
      Such
      furniture, fixtures, machinery, equipment, computers and computer equipment,
      parts, tools, supplies, signage, manuals, training materials and other items
      of
      equipment used in the Business as described on Exhibit
      A
      (collectively, the "Equipment").

     

    (b)
       Contract
      Rights.
      All of
      Seller's rights under all contracts and leases of Seller listed on Exhibit
      A
      (the
      "Assumed Contracts").

     

    (c)
       Intellectual
      Property.
      The
      name “Cancer Care Network” and all variations thereof; all computer programs,
      software, manuals and related rights; and all other intellectual property rights
      of any character or description used by the Business listed on Exhibit
      A
      (collectively, the "Intellectual Property").

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (d) Books
      and Records.
      All of
      the patient lists and records, mailing lists, marketing, sales and promotional
      materials and records, manuals, training materials, and similar items, and
      all
      books, records, files, computer software, data or databases, correspondence,
      memoranda, notes and other documents or papers and other evidence thereof
      relating to the Business listed on or implied as being part of the Equipment,
      Assumed Contracts or Intellectual Property on Exhibit
      A
      (collectively, the “Books and Records”).

    


    (e) Permits.
      All
      assignable permits (as hereinafter defined) owned or held by Seller for use
      by
      the Business, and all rights related thereto listed on or implied as being
      part
      of the Equipment, or Assumed Contracts or Intellectual Property on Exhibit
      A.
      

    


    
      	
              1.2.
                

            	
              Excluded
                Assets.
                

            


    

    


    Buyer
      shall not purchase, and Seller shall retain, all assets of Seller except those
      listed on Exhibit
      A
      or as
      otherwise described above including, but not limited to: 

    


    
      	 	
              (a)
                

            	
              all
                cash or cash equivalents; 

            


    

    


    (b)
       all
      other
      personal property owned by Seller;

     

    (c) all
      rights or obligations under all contracts of Seller other than the Assumed
      Contracts including, by way of illustration and without limitation (i) any
      employment agreements, Employee Plans (as hereinafter defined) or other
      employment related contracts or arrangements and (ii) any contract representing
      any indebtedness; and 

    


    (d) all
      accounts receivable.

     

    
      	1.3.	
              Assumption
                of Certain Liabilities. 

            


    

    


    Upon
      the
      terms and subject to the conditions set forth in this Agreement, on the Closing
      Date, Buyer agrees to assume only those obligations described herein (the
“Assumed Liabilities”):

    


    (a) The
      Assumed Contracts which are required to be performed after the Closing Date.
      

    


    (b) $2,000
      to
      be allocated to Seller’s December, 2006 rent,

    


    (c) Seller's
      payroll for the last 2 week period of December, 2006 for period ending December
      29, 2006,

    


    (d) The
      pro-rata share of Seller's phone costs from December 22, 2006 to December 31,
      2006, not to exceed $1,900.00.

    


    (e)
       Buyer
      shall assume only the Assumed Liabilities described above. All other
      obligations, debts, taxes, operating expenses, rent, utilities and other
      liabilities of Seller of any kind, character or description, whether accrued,
      absolute, contingent or otherwise, shall not be assumed by Buyer and shall
      be
      retained by Seller. 

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    ARTICLE
      II

    


    PURCHASE
      PRICE

    


    
      	
              2.1.

            	
              Purchase
                Price. 

            


    

    


    The
      aggregate purchase price for the sale and purchase of the Assets (the "Purchase
      Price") shall be equal to the amount of money payable to Seller pursuant to
      licensing costs for use of the PRACTICEXPERT software for each practice or
      user
      using said software. 

    


    
      	
              2.2.
                

            	
              Closing.
                

            


    

    


    Upon
      the
      terms and subject to the conditions set forth in this Agreement, the closing
      of
      the sale and purchase of the Assets (the "Closing") shall take place: (a) at
      the
      offices of Buyer’s counsel in Virginia Beach, Virginia, (b) on or before
      December 22, 2006 or at such other place and time as the parties hereto may
      mutually agree and shall be effective as of that date (the “Closing Date”).


    


    
      	
              2.3.
                

            	
              Closing
                Matters. 

            


    

    


    Upon
      the
      terms and subject to the conditions set forth in this Agreement, at the
      Closing:

     

    (a) Buyer
      shall initiate payments to Seller of the amounts set forth in Section
      2.1.

    


    (b) Seller
      shall deliver to Buyer such deeds, bills of sale, endorsements, assignments,
      approvals, authorizations and other good and sufficient instruments of
      conveyance and transfer, in form and substance reasonably satisfactory to Buyer,
      as shall be effective to vest in Buyer all of Seller's right, title and interest
      in and to the Assets and, simultaneously therewith, will take such steps as
      may
      be necessary to place Buyer in actual possession and operating control of the
      Assets. Delivery of the Assets shall be made at the premises of Seller or as
      otherwise mutually agreed to between Buyer and Seller. 

    


    (c) Seller
      and Buyer shall deliver to each other such other documents, certificates,
      instruments and writings required to be delivered to pursuant to this
      Agreement.

     

    (d) Beginning
      with the December, 2006, client invoicing, Buyer will receive all monies billed
      to existing Seller clients except as set forth on Exhibit A.

    


    ARTICLE
      III 

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLER

    


    Seller
      hereby represents and warrants to Buyer as follows: 

    


    
      	3.1.	
              Organization
                and Qualification. 

            


    

    


    Seller
      is
      duly organized, validly existing and in good standing under the laws of the
      State of Oklahoma and has all requisite power and authority to own, lease and
      operate its properties and the Assets and to carry on its business as now being
      conducted. Seller is duly qualified to do business and in good standing in
      each
      jurisdiction in which the nature of its business or the ownership, lease or
      operation of its assets makes such qualification necessary. 

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    
      	3.2.	
              Authority.
                

            


    

    


    Seller
      has all requisite power and authority to execute and deliver this Agreement
      and
      each other agreement, instrument or document to be executed and delivered by
      Seller pursuant hereto (collectively, the "Related Agreements"), to perform
      its
      obligations hereunder and thereunder and to consummate the transactions
      contemplated hereby and thereby. The execution and delivery of this Agreement
      and the Related Agreements by Seller, the performance of this Agreement and
      the
      Related Agreements by Seller, and the consummation of the transactions
      contemplated hereby and thereby, have been duly authorized by all necessary
      corporate action on the part of Seller and no other proceeding on the part
      of
      Seller is necessary to authorize this Agreement or the Related Agreements or
      to
      consummate the transactions contemplated hereby and thereby. This Agreement
      has
      been duly executed and delivered by Seller and constitutes the valid and binding
      obligation of Seller, enforceable against Seller in accordance with its terms.
      Upon its execution and delivery by Seller, each Related Agreement will
      constitute the valid and binding obligation of Seller, enforceable against
      Seller in accordance with its terms. 

    


    
      	3.3.	
              No
                Conflict; Required Filings and Consents.
                

            


    

    


    (a)
       The
      execution and delivery of this Agreement and the Related Agreements by Seller
      does not, and the performance of this Agreement and the Related Agreements
      by
      Seller and the consummation of the transactions contemplated hereby and thereby
      will not, (i) conflict with or violate the articles of incorporation or bylaws,
      in each case as amended or restated, of Seller, (ii) conflict with or violate
      any United States federal, state, local or foreign law, statute, ordinance,
      rule, regulation, order, judgment or decree applicable to Seller or by or to
      which any of their properties or assets is bound or subject or (iii) result
      in
      any breach of, or constitute a default (or an event that with notice or lapse
      of
      time or both would constitute a default) under, or give to others any rights
      of
      termination, amendment, acceleration or cancellation of, or require payment
      under, or result in the creation of any lien, encumbrance, security interest,
      mortgage, pledge, claim, option or restriction of any kind whatsoever
      (collectively "Liens") on any of the properties or assets of Seller (including,
      without limitation, the Assets) pursuant to, any agreement, lease, license,
      contract, note, mortgage, indenture, arrangement or other obligation
      (collectively, "Contracts") to which Seller is a party or by which any of its
      properties or assets (including, without limitation, the Assets) is bound.
      

    


    (b) The
      execution and delivery of this Agreement and the Related Agreements by Seller
      does not, and the performance by Seller of this Agreement and the Related
      Agreements and the consummation of the transactions contemplated hereby and
      thereby will not, require Seller to obtain any consent, approval, authorization
      or permit of, or to make any filing with or notification to, any court,
      administrative agency or commission or other governmental entity, authority
      or
      instrumentality, whether foreign or domestic (a "Governmental Entity"), or
      any
      third party.

    


    
      	3.4.	
              Financial
                Statements and Information.


            


    

    


    (a) Seller
      shall have, prior to Closing delivered to Buyer (i) Seller's financial
      statements for the fiscal years ended December 31, 2003, 2004 and 2005, and
      (ii)
      its year to date financial statements as of the Closing Date for 2006, all
      of
      which have been compiled by Seller’s accountant (collectively, the "Seller
      Financial Statements"). 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    (b) Except
      as
      set forth in the Seller Financial Statements, (i) Seller is not subject to
      any
      liability or obligation (whether direct or indirect, accrued, fixed, contingent
      or otherwise), other than immaterial current liabilities and obligations
      incurred in the ordinary and usual course of business consistent with past
      practice, and (ii) and there are no facts or circumstances of which Seller
      has
      knowledge that could result in any claims against or obligations or liabilities
      of Seller that, alone or in the aggregate, reasonably could be expected to
      have
      a material adverse effect on the business, assets, results of operations,
      condition (financial or otherwise) or prospects of Seller (a "Material Adverse
      Effect"). 

    


    
      	3.5.	
              Warranty
                of Title. 

            


    

    


    Seller
      is
      the true and lawful owner of, and owns all right, title and interest in and
      to,
      all of the Assets, free and clear of all Liens. Upon the sale of the Assets
      to
      Buyer pursuant to this Agreement, (a) all right, title and interest in and
      to
      all of the Assets, free and clear of all Liens, will pass to Buyer on the
      Closing Date and (b) all of the Assumed Contracts, Intellectual Property and
      Permits included in the Assets shall be validly assigned to Buyer by written
      instruments and, except to the extent thereafter amended by Buyer, Buyer shall
      have all of the rights and privileges thereunder after the Closing Date to
      the
      same extent as though Buyer were the original party thereto.

    


    
      	3.6.	
              Condition
                of Assets. 

            


    

    


    All
      of
      the Assets (i) are structurally sound, are in good operating condition and
      repair (subject to routine maintenance in the ordinary course of business)
      and
      are adequate for the uses to which they are being put in the Business, (ii)
      constitute all of the assets and properties necessary and sufficient for the
      continued conduct of the Business by Buyer after the Closing in the same manner
      as conducted prior to the Closing and (iii) are reflected on the Seller
      Financial Statements in accordance with GAAP. 

    


    
      	3.7.	
              Contracts,
                Leases and Intellectual Property.


            


    

    


    (a) Exhibit
      A sets
      forth a true, correct and complete list of all Assumed Contracts to which Seller
      is a party. 

    


    (b)
       Each
      of
      the Assumed Contracts listed in Exhibit
      A
      is
      valid, binding and enforceable in accordance with its terms and there is not
      any
      existing default or event of default, or any event which, with or without notice
      or lapse of time or both, would constitute a default under any of such Assumed
      Contracts by Seller or, to the knowledge of Seller, by any other party thereto.
      In addition, with respect to each such Assumed Contract that is a lease of
      real
      or personal property, (i) such lease creates a valid leasehold interest in
      all
      premises or property purported to be leased thereunder, (ii) Seller is in
      possession and quiet enjoyment of all of such premises or property, (iii)
      neither Seller nor, to the knowledge of Seller, any other party to such lease
      has received notice of any violation of any applicable ordinance or other law,
      order, regulation or requirement (including, without limitation, any Hazardous
      Materials Law (as hereinafter defined) relating to the premises or property
      leased thereunder, and (iv) such lease is freely assignable to Buyer and all
      landlord and other approvals have been secured. For each such Assumed Contract,
      Seller has secured and provided to Buyer a written assignment executed by the
      parties to each Assumed Contract, assigning same to the Buyer.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    (c) At
      Buyer’s option, Buyer may secure a new lease for the Business locations upon
      terms acceptable to Buyer or Buyer may declare this Agreement null and
      void.

    


    (d) All
      Intellectual Property is freely assignable to Buyer and all necessary
      assignments and approvals have been secured. For each such Intellectual
      Property, Seller has secured and provided Buyer a written assignment executed
      by
      the Parties for each Intellectual Property assigned to Buyer.

    


    
      	3.8.	
              Permits.
                

            


    

    


    All
      licenses, permits and other authorizations required by any Governmental Entity
      pursuant to applicable provisions of laws, ordinances, rules and regulations
      (collectively, "Permits"), are held by Seller and are current and in full force
      in order to operate the Business and Seller has secured written assignments
      authorizing the assignment of the Permits to Buyer. Buyer has obtained, or
      can
      obtain, any Permit not assignable to Buyer. 

    


    
      	3.9.	
              Compliance
                with Law. 

            


    

    


    Seller
      is
      in compliance with the terms and conditions of all of the Permits and all laws,
      rules, regulations and orders applicable to Seller or its Business; and Seller
      has not received any notification that Seller or any of its business practices
      is in violation of any Permit or any such law, rule, regulation or order.


    


    
      	3.10.	
              Absence
                of Litigation. 

            


    

    


    There
      is
      no claim, action, suit, proceeding or investigation of any kind, at law or
      in
      equity (including actions or proceedings seeking injunctive relief), by any
      patient, third party or before any Governmental Entity pending or, to the
      knowledge of Seller, threatened against Seller, and Seller is not a party or
      subject to or in default under any judgment, order or decree of any Governmental
      Entity or court, or any settlement agreement. 

    


    
      	3.11.	
              Taxes.

            


    

    


    (a) All
      Tax
      Returns required to be filed on or prior to the Closing Date have been duly
      and
      timely filed, each such Tax Return has been prepared in compliance with all
      applicable law's and regulations, and all such Tax Returns are true, accurate
      and complete in all respects. All Taxes have been duly paid on a timely basis,
      except for Taxes not yet due and payable for which adequate reserves have been
      established in accordance with GAAP.

    


    (b) No
      Tax
      Return is currently under audit by any taxing authority and no notice of any
      such audit has been received, and (ii) no deficiencies for any Taxes have been
      proposed, asserted or assessed by any taxing authority with respect to
      liabilities for Taxes which have not been fully paid or finally
      settled.

    


    (c) Seller
      has complied with all withholding Tax requirements and procedures and, in the
      case of social security, unemployment, employee payroll and withholding Taxes,
      has withheld amounts from its employees and, with respect to such employees,
      has
      filed all Tax Returns regarding employee income Tax withholding and social
      security, unemployment Taxes and all other payroll Taxes in compliance with
      applicable Tax withholding provisions and has made all required remittances
      in
      respect of such amounts withheld. 

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    
      	3.12.	
              Hazardous
                Materials. 

            


    

    


    (a) As
      used
      in this Agreement: 

    


    (i) "CERCLA"
      means the Comprehensive Environmental Response, Compensation, and Liability
      Act
      of 1980, 42 U.S.C. Section 9601 et
      seq.,
      as
      amended. 

    


    (ii) "Hazardous
      Materials" means any hazardous or toxic substance, material or waste which
      is or
      becomes considered as such by any governmental entity or is otherwise regulated
      or subject to liability under the laws, rules or regulations of any such
      jurisdiction, and includes, without limitation, any material or substance that
      is or becomes defined as "hazardous substance," "pollutant," "contaminant,"
      "toxic chemical," "hazardous material," "toxic substance," or "hazardous
      chemical" under any Hazardous Materials Law. Without limiting the generality
      of
      the foregoing, the term "Hazardous Material" includes, without limitation,
      any
      substance containing petroleum or any derivative of petroleum. 

    


    (iii)
       "Hazardous
      Materials Laws" means (A) CERCLA; (B) the Emergency Planning and Community
      Right-to-Know Act, 42 U.S.C. Section 11001 et
      seq.;
      (C)
      the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et
      seq.;
      (D)
      the Toxic Substances Control Act, 15 U.S.C. Section 2601 et
      seq.;
      (E)
      the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651
et
      seq.;
      (F)
      the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et
      seq.;
      (G)
      the Solid Waste Disposal Act, 42 U.S.C. Section 6901 et
      seq.;
      (H)
      the Clean Air Act, 42 U.S.C. Section 7401 et
      seq.;
      (I)
      the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136
      et
      seq.;
      (J)
      regulations promulgated under any of the above statutes; and (K) any applicable
      federal, state or local statute, ordinance, rule or regulation that relates
      to
      environmental conditions, human health, industrial hygiene or Hazardous
      Materials, in each case, as amended. 

    


    (iv)
       "Real
      Property" means all real property (currently or formerly) owned, operated or
      leased by Seller and all portions and parcels thereof, including, without
      limitation, the land and all buildings and improvements thereon and all
      easements appurtenant thereto. 

    


    (b) Neither
      Seller, nor any current or previous owner, tenant, occupant, operator or user
      of
      any Real Property, has released, discharged, or disposed of any Hazardous
      Materials on, under, in or about the Real Property. No underground tanks or
      underground deposits of Hazardous Materials exist or formerly existed on, under,
      in or about the Real Property. 

    


    (c) Seller
      and any current or previous owner, tenant, occupant, operator or user of any
      Real Property have, kept and maintained the Real Property, including, without
      limitation, the groundwater on or under the Real Property, and conducted its
      business in compliance with all applicable Hazardous Materials Laws.


    


    (d) There
      are
      no (i) enforcement, clean-up, removal, mitigation or other governmental or
      regulatory actions instituted, or contemplated or threatened pursuant to any
      Hazardous Materials Laws concerning or dealing with any Real Property or the
      business of Seller, (ii) claims made or threatened by any third party, including
      any Governmental Entity, against Seller, or, to the knowledge of Seller and
      the
      Shareholder, any current or previous owner, tenant, occupant, operator or user
      of any Real Property or any Real Property, relating to damage, contribution,
      cost recovery, compensation, loss or injury resulting from any Hazardous
      Materials, (iii) occurrences or conditions at any Real Property, at any other
      property, or associated with the business of Seller which could give rise to
      any
      such governmental or regulatory action or third-party claim, or (iv) occurrences
      or conditions at any Real Property which could subject Seller or the Real
      Property to any restrictions on ownership, occupancy, transferability or use
      of
      the Real Property under any Hazardous Materials Laws. 

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    
      	3.13.	
              No
                Misleading Statements. 

            


    

    


    Neither
      this Agreement (including the Exhibits hereto), and Related Agreements nor
      any
      certificate or other document delivered by Seller or the Shareholder in
      connection herewith contains, or will contain when delivered, any untrue
      statement of a material fact or omits to state, or will omit to state when
      delivered, a material fact necessary in order to make the statements made herein
      or therein (or in any such Exhibit), in light of the circumstances under which
      they were made, not misleading. 

    


    
      	3.14.	
              Brokers.
                

            


    

    


    No
      broker, finder or investment banker is entitled to any brokerage, finder's
      or
      other fee or commission in connection with the transactions contemplated by
      this
      Agreement based upon arrangements made by or on behalf of Seller. 

    


    ARTICLE
      IV 

    


    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      hereby represents and warrants to Seller as follows: 

    


    
      	4.1.	
              Organization
                and Authority. 

            


    

    


    Buyer
      is
      a Virginia corporation duly organized, validly existing and in good standing
      under the laws of the Commonwealth of Virginia, and has all requisite power
      and
      authority to execute and deliver this Agreement, to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. The execution
      and delivery of this Agreement by Buyer, the performance of this Agreement
      by
      Buyer and the consummation of the transactions contemplated hereby have been
      duly authorized by all necessary corporate action on the part of Buyer and
      no
      other proceeding on the part of Buyer is necessary to authorize this Agreement
      or to consummate the transactions contemplated hereby. This Agreement has been
      duly executed and delivered by Buyer and constitutes the valid and binding
      obligation of Buyer, enforceable against Buyer in accordance with its terms.
      

    


    
      	4.2.	
              No
                Conflict; Required Consents and Approvals.
                

            


    

    


    (a) The
      execution and delivery of this Agreement by Buyer does not, and the performance
      of this Agreement by Buyer and the consummation of the transactions contemplated
      hereby will not, (i) conflict with or violate the articles of organization
      or
      the operating agreement of Buyer, (ii) conflict with or violate any United
      States federal, state, local or foreign law, statute, ordinance, rule,
      regulation, order, judgment or decree applicable to Buyer or by or to which
      any
      of its properties or assets is bound or subject or (iii) result in any breach
      of, or constitute a default (or an event that with notice or lapse of time
      or
      both would constitute a default) under, any Contracts to which Buyer is a party
      or by which any of its properties or assets is bound. 

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    (b) The
      execution and delivery of this Agreement by Buyer do not, and the performance
      by
      Buyer of this Agreement and the consummation of the transactions contemplated
      hereby will not, require Buyer to obtain any consent, approval, authorization
      or
      permit of, or to make any filing with or notification to, any court,
      administrative agency or commission or other Governmental Entity, or any third
      party. 

    


    
      	4.3.	
              Brokers.
                

            


    

    


    No
      broker, finder or investment banker is entitled to any brokerage, finder's
      or
      other fee or commission in connection with the transactions contemplated by
      this
      Agreement based upon arrangements made by or on behalf of Buyer. 

    


    ARTICLE
      V

    


    INDEMNIFICATION

    


    
      	5.1.	
              Seller
                Indemnity. 

            


    

    


    Seller
      shall indemnify and hold Buyer harmless from and against any malpractice,
      liability, loss, damage, claim, cost or expense (including, without limitation,
      expenses of investigation and defense and reasonable fees and disbursements
      of
      counsel), Liens or other obligations of any nature whatsoever (collectively,
      "Losses"), incurred by Buyer and arising out of or based upon (a) any breach
      by
      Seller or its respective representations, warranties, covenants or agreements
      set forth in this Agreement or in any document or instrument delivered by Seller
      at the Closing pursuant hereto; (b) any claim, action, suit, proceeding or
      investigation of any kind, at law or in equity, arising from acts, omissions,
      events or other conditions that occurred or existed with respect to the Assets
      or the Business at any time prior to the Closing; or (c) any obligations, debts,
      taxes, operating expenses, rent, utilities and other liabilities of Seller
      of
      any kind, character or description, whether accrued, absolute, contingent or
      otherwise, that are not Assumed Liabilities.

    


    
      	5.2.	
              Buyer
                Indemnity.

            


    

    


    Buyer
      shall indemnify and holder Seller and Shareholders harmless from and against
      any
      Losses incurred by Seller or Shareholders and arising out of or based upon
      (a)
      any breach by Buyer of its respective representations, warranties, covenants
      or
      agreements set forth in this Agreement or in any document or instrument
      delivered by Buyer at the Closing; and (b) any claim, action, suit, proceeding
      or investigation of any kind, at law or in equity, arising from acts, omissions,
      events or other conditions that occurred with respect to the Business following
      the Closing. 

    


    
      	5.3.	
              Defense
                or Prosecution of Claims. 

            


    

    


    As
      promptly as practicable after a party entitled to indemnification (the
“Indemnified Party”) discovers grounds for a claim for indemnification
      hereunder, Indemnified Party shall deliver a written claim for indemnification
      to the other party or parties (the “Indemnifying Party”), specifying in
      reasonable detail the basis therefor and, if known, the amount, or an estimate
      of the amount, of the Losses arising therefrom. Thereafter, Indemnified Party
      shall provide to Indemnifying Party all information and documentation reasonably
      available to it to support and verify such claim. If the facts giving rise
      to a
      claim for indemnification hereunder arise out of the claim of any third party,
      or if there is any claim against a third party, Indemnifying Party may, at
      its
      option, assume the defense or the prosecution thereof, with counsel satisfactory
      to Indemnified Party, at the sole cost and expense of Indemnifying Party,
unless
      (i) such
      claim seeks an order, injunction or other equitable relief against Indemnified
      Party or (ii) Indemnified Party shall have reasonably concluded that there
      is a
      conflict of interest between Indemnifying Party on the one hand, and Indemnified
      Party, on the other hand, in the defense or prosecution of such claim. After
      any
      assumption of the defense or prosecution of any claim by Indemnifying Party,
      it
      shall not be liable to Indemnified Party for any legal expenses thereafter
      incurred by Indemnified Party in connection with the defense or prosecution
      thereof other than reasonable costs of investigation and oversite and any costs
      incurred in the course of such defense or prosecution. In any such event,
      whether or not Indemnifying Party does so assume the defense or prosecution
      thereof, Indemnifying Party and Indemnified Party shall cooperate in the defense
      or prosecution thereof and shall furnish such records and information and attend
      at such proceedings as may be reasonably requested in connection herewith.
      Indemnifying Party shall have no indemnification obligations with respect to
      any
      claim or demand that is settled by Indemnified Party without the prior written
      consent of Indemnifying Party (which consent shall not be unreasonably
      withheld), other than any claim or demand as to which Indemnifying Party shall
      not have assumed the defense or prosecution thereof.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    
      	5.4.	
              Set-Off/Payments. 

            


    

    


    All
      Losses incurred by the parties that are subject to indemnification hereunder
      shall be payable within 20 days after a valid claim for indemnification is
      made
      in accordance with this Article V. 

    


    ARTICLE
      VI

    


    MISCELLANEOUS
      AND GENERAL

    


    
      	6.1.	
              Payment
                of Expenses. 

            


    

    


    Whether
      or not the transactions contemplated by this Agreement are consummated, each
      party hereto shall pay its own expenses incident to preparing for, entering
      into
      and carrying out this Agreement and the transactions contemplated hereby.


    


    
      	6.2.	
              Survival.
                

            


    

    


    The
      representations and warranties of Seller set forth in Article III of this
      Agreement and Seller’s obligation to take such actions as may be required
      thereby, shall survive the Closing for two years; provided, however except
      for Sections 3.1, 3.2, 3.5, 3.7 and 3.8 or where the Buyer may be entitled
      to
      injunctive relief or other equitable remedies, after the Closing, there shall
      be
      no cause of action against \any of Seller’s directors, officers, employees,
      affiliates, agents and assigns by Buyer with respect to a breach of any of
      Seller’s representations or warranties unless Buyer shall demonstrate fraudulent
      activity of the part of an officer, or director or employee of Seller making
      such representation or warranty.
      

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    
      	6.3.	
              Entire
                Agreement; Assignment; Etc. 

            


    

    


    This
      Agreement constitute the entire agreement, and supersede all other agreements,
      understandings, representations and warranties, both written and oral, among
      the
      parties with respect to the subject matter hereof, and shall not be assignable
      by operation of law or otherwise and is not intended to create any obligations
      to, or rights in respect of, any persons other than the parties hereto
provided,
      however,
      that,
      at any time prior to the Closing Date, Buyer may assign all or any part of
      its
      rights and obligations hereunder to any wholly owned subsidiary of Buyer and,
      in
      the event of any such assignment, Buyer shall nevertheless remain fully
      responsible to Seller and the Shareholder for all obligations of Buyer
      hereunder. 

    


    
      	6.4.	
              Captions.
                

            


    

    


    The
      Article, Section and paragraph captions herein are for convenience of reference
      only, do not constitute part of this Agreement and shall not be deemed to limit
      or otherwise affect any of the provisions hereof. 

    


    
      	6.5.	
              Severability.
                

            


    

    


    If
      any
      term or other provision of this Agreement, or any portion thereof, is invalid,
      illegal or incapable of being enforced by any rule of law or public policy,
      all
      other terms and provisions of this Agreement, or remaining portion thereof,
      shall nevertheless remain in full force and effect so long as the economic
      or
      legal substance of the transactions contemplated hereby is not affected in
      any
      manner materially adverse to any party. Upon such determination that any such
      term or other provision, or any portion thereof, is invalid, illegal or
      incapable of being enforced, the parties hereto shall negotiate in good faith
      to
      modify this Agreement so as to effect the original intent of the parties as
      closely as possible in an acceptable manner to the end that the transactions
      contemplated hereby are consummated to the fullest extent possible.


    


    
      	6.6.	
              Modification
                or Amendment. 

            


    

    


    The
      parties hereto may modify or amend this Agreement at any time, only by a written
      instrument duly executed and delivered by each party hereto. 

    


    
      	6.7.	
              Notices.
                

            


    

    


    All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed to have been duly given on the date delivered,
      if
      delivered personally, on the third business day after being mailed by registered
      or certified mail (postage prepaid, return receipt requested), in each case,
      to
      the parties at the following addresses, or on the date sent and confirmed by
      electronic transmission to the telecopier number specified below (or at such
      other address or telecopier number for a party as shall be specified by notice
      given in accordance with this Section): 

    


    
      	
            	(a)	If to Buyer, to:	
              AcSel
                Corporation

            


    

    Attn:
      Mark Schalow

    2876
      Guardian Lane, Suite 201

    Virginia
      Beach, VA 23452

    Fax:
      _________________

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    
      	
            	(b)	
              If
                to Seller: 

            	
              
                PRACTICEXPERT

              

            


    

    Attn:
      Hank Cohn

    Corporate
      Park 111

    580
      Howard Avenue

    Sommerset,
      NJ

    Fax:
      _________________

    


    No
      provision of this Agreement, including this Section, shall be deemed to
      constitute consent to the manner and address for service of process in
      connection with any legal proceeding (including such arising out of or in
      connection with this Agreement), which service shall be effected as required
      by
      applicable law. 

    


    
      	6.8.	
              Failure
                or Delay Not Waiver; Remedies
                Cumulative.

            


    

    


    No
      failure or delay on the part of any party hereto in the exercise of any right
      hereunder shall impair such right or be construed to be a waiver of, or
      acquiescence in, any breach of any representation, warranty, covenant or
      agreement herein, nor shall any single or partial exercise of any such right
      preclude other or further exercise thereof or of any other right. All rights
      and
      remedies existing under this Agreement are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available. 

    


    
      	6.9.	
              Counterparts.
                

            


    

    


    This
      Agreement may be executed in the original or by telecopy in any number of
      counterparts, each of which shall be deemed to be an original and call of which
      together shall constitute one and the same instrument. 

    


    
      	6.10.	
              Governing
                Law. 

            


    

    


    This
      Agreement shall be governed by and construed in accordance with the law of
      the
      Commonwealth of Virginia, without regard to the conflicts of laws principles
      thereof. 

     

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement on
      the
      date set forth above.

     

    
      	 	 	 
	 	
              BUYER

              


              ACSEL
                CORPORATION, 

              a
                Virginia corporation

            
	 
 	 
 	 
 
	 	By:  	/s/
              Mark
              Schalow
	 	
              
Mark
              Schalow, Vice-President



      	 	 	 
	 	
              SELLER

              


              PRACTICEXPERT
                of
                Oklahoma, Inc.

              an
                Oklahoma corporation

            
	 
 	 
 	 
 
	 	By:  	/s/
              Hank
              Cohn
	 	
              
President
	 	 




    
      
         

      

      
        12