ASSET PURCHASE AGREEMENT


    

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      ASSET
        PURCHASE AGREEMENT

      


      by
        and among

      


      AETRIUM
        INCORPORATED

      AETRIUM
        CORPORATION

      AETRIUM-WEB
        TECHNOLOGY, LP

      


      and

      


      WEB
        TECHNOLOGY, INC.

      


      


      


      


      


      


      Dated
        as of December 28, 2006

      


      


      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      TABLE
        OF CONTENTS

      


      Page

      


      


      
        	
                ARTICLE
                  I SALE AND PURCHASE OF ASSETS 

              	
                1

              
	
                1.1 Transfer
                  of Assets

              	
                1

              
	
                1.2 Excluded
                  Assets

              	
                3

              
	
                1.3 Assumed
                  Liabilities of Buyer

              	
                3

              
	
                1.4 Liabilities
                  Not Assumed

              	
                4

              
	
                1.5 Assignments
                  Requiring Consents

              	
                4

              
	
                1.6 Purchase
                  Price

              	
                5

              
	
                1.7 Allocation
                  of Purchase Price

              	
                5

              


      

      


      
        	
                ARTICLE
                  II CLOSING 

              	
                6

              
	
                2.1 Closing

              	
                6

              
	
                2.2 Deliveries
                  of Seller

              	
                6

              
	
                2.3 Deliveries
                  of Buyer

              	
                6

              


      

      


      


      
        	
                ARTICLE
                  III REPRESENTATIONS AND WARRANTIES OF SELLER 

              	
                7

              
	
                3.1 Corporate
                  Organization

              	
                7

              
	
                3.2 Authorization

              	
                7

              
	
                3.3 Non-Contravention

              	
                7

              
	
                3.4 Consents
                  and Approvals

              	
                7

              
	
                3.5 Title
                  to Assets

              	
                7

              


      

      


      


      
        	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES OF BUYER

              	
                8

              
	
                4.1 Buyer's
                  Organization

              	
                8

              
	
                4.2 Due
                  Authorization, Execution and Delivery; Effect of Agreement

              	
                8

              
	
                4.3 Non
                  Contravention

              	
                8

              
	
                4.4 Consents

              	
                8

              
	
                4.5 Financial
                  Statements

              	
                8

              


      

      


      


      
        	
                ARTICLE
                  V COVENANTS 

              	
                9

              
	
                5.1 Cooperation
                  and Assignments

              	
                9

              
	
                5.2 Further
                  Assurances

              	
                9

              
	
                5.3 Accounts
                  Receivable and Accounts Payable

              	
                9

              
	
                5.4 Continuation
                  Payments

              	
                9

              
	
                5.5 Customer
                  Support

              	
                10

              
	
                5.6 "AS
                  IS" Sale

              	
                10

              
	
                5.7 Cooperation

              	
                10

              
	
                5.8 License

              	
                11

              
	
                5.9 Security
                  Deposit

              	
                11

              


      

      


      


      
        	
                ARTICLE
                  VI CONDITIONS TO BUYER'S OBLIGATIONS

              	
                11

              
	
                6.1 Representations,
                  Warranties and Covenants of Seller

              	
                11

              
	
                6.2 No
                  Prohibition

              	
                11

              
	
                6.3 Further
                  Action

              	
                11

              
	
                6.4 Deliveries

              	
                11

              


      

      


      


      
        	
                ARTICLE
                  VII CONDITIONS TO SELLER'S OBLIGATIONS

              	
                12

              
	
                7.1 Representations,
                  Warranties and Covenants of Buyer

              	
                12

              
	
                7.2 No
                  Prohibition

              	
                12

              
	
                7.3 Further
                  Action

              	
                12

              
	
                7.4 Deliveries

              	
                12

              


      

      


      


      
        	
                ARTICLE
                  VIII MISCELLANEOUS

              	
                12

              
	
                8.1 Entire
                  Agreement

              	
                12

              
	
                8.2 Successors
                  and Assigns

              	
                12

              
	
                8.3 Counterparts

              	
                13

              
	
                8.4 Headings

              	
                13

              
	
                8.5 Modifications
                  and Waivers

              	
                13

              
	
                8.6 Broker's
                  Fees

              	
                13

              
	
                8.7 Expenses

              	
                13

              
	
                8.8 Notices

              	
                13

              
	
                8.9 Arbitration

              	
                14

              
	
                8.10 Governing
                  Law; Consent to Jurisdiction

              	
                15

              
	
                8.11 Public
                  Announcements

              	
                15

              
	
                8.12 Severability

              	
                15

              
	
                8.13 No
                  Third Party Beneficiaries

              	
                15

              
	
                8.14 Rule
                  of Construction

              	
                15

              


      

      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      EXHIBITS

      


      A
        -
        Product Lines

      B
        -
        Business Balance Sheet

      C
        - Form
        of Promissory Note

      D
        - Form
        of Opinion of Counsel for Seller

      E
        - Form
        of Opinion of Counsel for Buyer

      F
        - Buyer
        Balance Sheet

      


      



      DEFINITIONS

      


      


      Defined
        Term Page
        

      


      
        	
                Accounts
                  Receivable

              	
                2

              
	
                Allocation
                  Schedule

              	
                5

              
	
                Assets

              	
                1

              
	
                Assumed
                  Liabilities

              	
                3

              
	
                Authorit(y)(ies)

              	
                7

              
	
                Business 

              	
                1

              
	
                Business
                  Balance Sheet

              	
                2

              
	
                Buyer

              	
                1

              
	
                Buyer
                  Balance Sheet

              	
                8

              
	
                Closing

              	
                6

              
	
                Closing
                  Date

              	
                6

              
	
                Consent(s)

              	
                7

              
	
                Encumbrances

              	
                7

              
	
                Excluded
                  Assets

              	
                3

              
	
                Facility
                  Lease

              	
                4

              
	
                General
                  Partner

              	
                7

              
	
                Interests

              	
                4

              
	
                Inventory

              	
                2

              
	
                Laws

              	
                7

              
	
                Liabilities

              	
                9

              
	
                Note

              	
                5

              
	
                Product
                  Lines

              	
                1

              
	
                Purchase
                  Price

              	
                5

              
	
                Seller

              	
                1

              
	
                Technology
                  Rights

              	
                2

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ASSET
        PURCHASE AGREEMENT

      


      


      THIS
        AGREEMENT, made and entered into this 28th day of December, 2006, is by and
        among WEB Technology, Inc., a Delaware corporation ("Buyer"),
        and
        Aetrium Incorporated, a Minnesota corporation and its affiliates Aetrium
        Corporation, a Minnesota corporation, and Aetrium-WEB Technology, LP, a Texas
        limited partnership (together, "Seller").

      


      RECITALS:

      


      FIRST,
        Seller is engaged in the business (the "Business")
        of the
        manufacture and sale of the product lines scheduled on Exhibit A (the
“Product
        Lines”);
        and

      


      SECOND,
        Buyer desires to purchase and Seller desires to sell substantially all of
        the
        assets of the Business;

      


      NOW,
        THEREFORE, in consideration of the recitals and the mutual representations,
        warranties, covenants and agreements contained herein, and upon the terms
        and
        subject to the conditions hereinafter set forth, the parties hereby agree
        as
        follows:

      


      


      ARTICLE
        I

      SALE
        AND PURCHASE OF ASSETS

      


      1.1 Transfer
        of Assets
        Subject
        to the terms and conditions of this Agreement, and except as otherwise provided
        in Sections 1.2 and 1.5 hereof, on the Closing Date (as hereinafter defined),
        Seller will sell, assign, transfer, and convey to Buyer, and Buyer will
        pur-chase, acquire and accept from Seller, all of Seller's right, title and
        interest in and to all of the assets, properties, rights, contracts and claims
        employed in connection with the Business, wherever located, whether tangible
        or
        intangi-ble, real, personal or mixed, as the same exist at the Closing (as
        hereinafter defined) (collectively, the "Assets").
        The
        Assets include, without limitation, the assets, properties, rights, contracts
        and claims described in the following paragraphs (a) through (l):

      


      (a) Seller's
        leasehold interests in the Business premises located at 10501 Markison Road,
        Dallas, Texas;

      


      (b) title
        to,
        or Seller's leasehold interests in, all the furnishings, furniture, office
        supplies, spare parts, tools, machinery and equipment that are used in the
        operation of the Business;

      


      (c) title
        to,
        or Seller's leasehold interests in, all fixed assets, other than the Equipment,
        that are used in connection with the Business;


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (d) all
        quantities of inventory, including without limitation raw materials,
        work-in-process, finished goods and supplies, used in connection with the
        Business (“Inventory”);

      


      (e) all
        accounts receivable and all notes receivable (whether short-term or long-term)
        from third parties arising out of the operation of the Business, together
        with
        any unpaid interest accrued thereon and any security or collateral therefor,
        including without limitation recoverable deposits (the "Accounts
        Receivable");

      


      (f) all
        rights of Seller under or pursuant to all warranties, representations and
        guarantees made by suppliers, manufacturers and contractors in connection
        with
        products or services of the Business, or affecting the Assets;

      


      (g) all
        rights and interests of Seller in and to patents and patent applications
        owned
        by Seller or licensed to Seller by third parties and used in connection with
        the
        Business, and all rights and interests of Seller in and to research, development
        and commercially practiced processes, trade secrets, know-how, inventions
        and
        manufacturing, engineering and other technical information, whether owned
        by
        Seller or licensed from third parties by Seller, which are used in connection
        with the Business (“Technology
        Rights”);

      


      (h) all
        rights and interests of Seller in and to all trademarks, trade names and
        service
        marks, and registrations and applications for such trademarks, trade names
        and
        service marks, used in connection with the Business, exclusive of Aetrium
        and
        all derivatives thereof, and all rights and interests of Seller in and to
        copyrights, and registrations and applications for such copyrights, used
        in
        connection with the Business;

      


      (i) all
        contracts, agreements, arrangements and/or commitments of any kind which
        relate
        to the Business or the Assets;

      


      (j) all
        customer and vendor lists relating to the Business, and all files and documents
        (including credit information) relating to such customers and vendors, and
        other
        business and financial records, files, books and documents relating to the
        Assets and/or the Business, including without limitation manuals and data,
        sales
        and advertising materials, and sales, distribution and purchase correspondence
        relating to the Assets and/or the Business; 

      


      (k) all
        prepaid charges, sums and fees and all rights to refunds per-taining to the
        Business; and

      


      (l) all
        other
        assets of Seller employed in connection with the Business of the nature
        reflected or reserved against in the balance sheet of the Business indicated
        as
        transferred to/assumed by Buyer on Exhibit B attached hereto (“Business
        Balance Sheet”),
        including as acquired since November 25, 2006 in the ordinary course of the
        Business and consistent with past practice.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      1.2 Excluded
        Assets.
        Nothwithstanding any other terms contained herein, Seller is not hereunder
        selling, assigning, transferring or conveying to Buyer the following assets,
        rights and properties (the "Excluded
        Assets"):

      


      (a) any
        policies of liability or casualty insurance relating to the Business or the
        Assets or any prepaid premiums or other rights thereunder;

      


      (b) any
        refunds or reimbursements for income or other taxes;

      


      (c) any
        cash,
        depository accounts, certificates of deposit or securitites;

      


      (d) any
        payments on Accounts Receivable made by wire transfer or electronic deposit
        initiated or by check dated on or before December 31, 2006;

      


      (e) any
        intercompany accounts among Seller;

      


      (f) any
        right, title or interest in or to the name Aetrium and any derivative
        thereof;

      


      (g) except
        as
        provided in Section 5.7, any right, title or interest in or to Seller’s Manage
        2000 enterprise management software system;

      


      (h) except
        as
        otherwise set forth in the last sentence of Section 1.5 hereof, any right,
        title
        and interest under all leases, contracts, agreements, licenses, permits,
        exemptions, franchises, variances, waivers, consents, approvals and other
        authorizations which are not transferable without consent (unless such consent
        has been obtained); 

      


      (i) all
        other
        assets of Seller employed in connection with the Business of the nature
        indicated as reserved to Seller on Exhibit B attached hereto, including as
        acquired since November 25, 2006; and

      


      (j) minute
        books, stock record books and corporate certificates of authority.

      


      1.3 Assumed
        Liabilities of Buyer.
        Subject
        to Sections 1.4 and 1.5 hereof, Buyer will assume and pay, perform and discharge
        as and when due the following liabilities and obligations, whether known,
        unknown, contingent, absolute, determined, indeterminable or otherwise on
        the
        Closing Date and whether incurred or accru-ing prior to, on or after the
        Closing
        Date, to the extent relating to or arising from the Business ("Assumed
        Liabilities"):

      


      (a) all
        pending customer purchase orders and deposits;

      


      (b) all
        pending supplier purchase orders;

      


      (c) all
        obligations under sales representative and distributor
        agreements;


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      (d) all
        obligations under non-disclosure agreements;

      


      (e) Lease
        on
        the Business premises dated December 19, 1987 with Crow-Markison 22-27, as
        amended (“Facility
        Lease”);

      


      (f) Copier
        leases with Savin Credit Corp. dated by Seller on January 22, 2003 and with
        Ricoh Corp. dated by Seller on March 22, 2005;

      


      (g) all
        other
        liabilities and obligations of Seller not performed or satisfied as of the
        Closing Date under all of the other contracts, agreements and other commitments
        to which Seller is a party or by which Seller or any of its properties is
        bound;
        and

      


      (h) all
        other
        liabilities of Seller of the nature reflected or reserved against in the
        Business Balance Sheet, including as incurred since November 25, 2006 in
        the
        ordinary course of the Business and consistent with past practice.

      


      1.4 Liabilities
        Not Assumed.
        Notwithstanding Section 1.3 hereof, Buyer will not assume and will not be
        liable
        for: 

      


      (a) sponsorship
        of Seller's 401(k) plan or any liabilities in connection therewith;

      


      (b) any
        intercompany accounts among Seller;

      


      (c) accrued
        compensation, severance and related payroll taxes for employees terminated
        by
        Seller and not hired by Buyer; 

      


      (d) all
        other
        liabilities of Seller indicated as reserved to Seller on Exhibit B attached
        hereto, including as incurred since November 25, 2006; and

      


      (e) expenses
        and any tax liabilities incurred by Seller in connection with the negotiation
        and consummation of this Agreement.

      


      1.5 Assignments
        Requiring Consents.
        Seller
        will use reasonable efforts, and Buyer will cooperate with Seller, to obtain
        all
        non-governmental approvals, consents or waivers necessary to assign to Buyer
        all
        leases, contracts, licenses, agreements, sales or purchase orders, commitments,
        property interests, qualifications or other assets described in Section
1.1
        hereof
        or any claim, right or benefit arising thereunder or resulting therefrom
        (the
        "Interests")
        as
        soon as practi-cable; provided, however, that neither Seller nor Buyer will
        be
        obligated to pay any consideration therefor (except for filing fees and other
        ordinary administrative charges which will be paid by Buyer) to the third
        party
        from whom such approval, consent or waiver is requested.

      


      To
        the
        extent any of the approvals, consents or waivers referred to above have not
        been
        obtained by Seller as of the Closing, Buyer may elect by written notice to
        Seller to exclude the


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      applicable
        Interests and liabilities in connection therewith from the Assets and the
        Assumed Liabilities. In the event Buyer does not make such election, and
        without
        limiting the rights of Buyer under this Agreement, Seller will (a) take all
        reasonable steps necessary to obtain the consent of any such third party,
        (b)
        cooperate with Buyer in any reasonable and lawful arrangements designed to
        provide the benefits of such Interests to Buyer so long as Buyer fully
        cooperates with Seller in such arrangements and promptly reimburses Seller
        for
        all payments, charges or other liabilities made or suffered by Seller in
        connection therewith (provided that nothing herein will require Buyer to
        make
        any payment or reimbursement of any consideration for third party consent
        not
        agreed to by Buyer), and (c) enforce, at the request of Buyer and at the
        expense
        and for the account of Buyer, any rights of Seller arising from such Interests
        against such issuer thereof or the other party or parties thereto (including
        the
        right to elect to terminate any such Interests in accordance with the terms
        thereof upon the written advice of Buyer). To the extent that Seller enters
        into
        lawful arrangements designed to provide the benefits of any Interests as
        set
        forth in clause (b) above, such Interests will be deemed to have been assigned
        to Buyer for purposes of Section 1.1 hereof.

      


      1.6 Purchase
        Price.
        The
        aggregate purchase price to be paid by Buyer to Seller for the Assets (the
        "Purchase
        Price")
        will
        be Five Hundred Twenty-Two Thousand Dollars ($522,000). The Purchase Price
        will
        be paid by delivery to Seller at Closing of a promissory note executed by
        Buyer
        and payable to the order of Seller, such note payable in equal quarterly
        installments over two (2) years with interest at the annual rate of five
        percent
        (5%) and otherwise issued on the terms contained in and in the form of Exhibit
        C
        hereto (the "Note").

      


      1.7 Allocation
        of Purchase Price.

      


      (a) Buyer
        will prepare (or cause to be prepared) an allocation (the "Allocation
        Schedule")
        of the
        Purchase Price (plus Assumed Liabilities and Buyer's expenses of the
        transaction) among the Assets. Such allocation will be made in accordance
        with
        Code Section 1060 and any applicable rules or regulations thereunder. Seller
        will have the right to review and reasonably approve the Allocation Schedule,
        and Seller and Buyer will consult and resolve in good faith any issues arising
        as a result of Seller's review of such Allocation Schedule. 

      


      (b) Seller
        and Buyer (1) will be bound by the allocation contained in the Allocation
        Schedule for purposes of determining any and all consequences with respect
        to
        Taxes of the transactions contemplated herein, (2) will prepare and file
        all tax
        returns to be filed with any tax authority in a manner consistent with such
        Allocation Schedule (including Form 8594, "Asset Acquisition Statement"),
        and
        (3) will take no position inconsistent with such Allocation Schedule in any
        tax
        return, any discussion with or proceeding before any tax authority, or
        otherwise. In the event that such Allocation Schedule is disputed by any
        tax
        authority, the party receiving notice of such dispute will promptly notify
        the
        other party thereof.

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ARTICLE
        II

      CLOSING

      


      2.1 Closing.
        The
        closing of the transac-tions contemplated hereby (the "Closing")
        will
        take place on December 31, 2006 or, if later, two (2) business days following
        the satisfaction or waiver of all of the conditions to the parties' obligations
        set forth in Articles VI and
        VII,
        unless the parties otherwise mutual-ly agree (the "Closing
        Date").
        All
        matters at the Closing will be considered to take place simultaneously effective
        immediately after the close of business on the Closing Date and no de-livery
        of
        any document will be deemed complete until all transactions and deliveries
        of
        documents are completed.

      


      2.2
        Deliveries
        of Seller.
        At the
        Closing, Seller will deliver the following documents to Buyer:

      


      (a) such
        bills of sale, endorsements, assignments (together with any necessary consents),
        deeds and other good and sufficient instruments of conveyance and transfer,
        in
        form and substance reasonably satisfactory to Buyer and its counsel, to vest
        in
        Buyer valid legal title to the Assets;

      


      (b) the
        certificate required of Seller pursuant to Section 6.1 hereof;

      


      (c) an
        opinion of counsel for Seller, substantially in the form of Exhibit D attached
        hereto; and

      


      (d) any
        other
        documents reasonably requested by Buyer, to confirm the accuracy of the
        representations and warranties and the performance of the agreements of Seller
        hereunder.

      


      2.3 Deliveries
        of Buyer.
        At the
        Closing, Buyer will deliver to Seller the following:

      


      (a) such
        instruments of assumption, in form and substance reasonably satisfactory
        to
        Seller and its counsel, to constitute an assumption by Buyer of all Assumed
        Liabilities;

      


      (b) the
        Note;

       

      (c) the
        certificate required of Buyer pursuant to in Section 7.1 hereof;

      


      (d) the
        opinion of counsel for Buyer, in the form of Exhibit E attached hereto;
        and

      


      (e) any
        other
        documents reasonably requested by Seller, to confirm the accuracy of the
        representations and warranties and the performance of the agreements of Buyer
        hereunder.

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES OF SELLER

      


      Seller
        represents and warrants to Buyer that:

      


      3.1 Corporate
        Organization.
        Aetrium
        Incorporated, Aetrium Corporation and Aetrium-WEB Technology Inc., the general
        partner of Aetrium-WEB Technology, LP (“General
        Partner”),
        are
        each a corporation duly organized, validly existing and in good standing
        under
        the Laws of the state of Minnesota, and Aetrium-WEB Technology, LP is a limited
        partnership duly organized, validly existing and in good standing under the
        Laws
        of the state of Texas. Each Seller and the General Partner has full
        organizational power and authority to carry on its business as it is now
        being
        conducted and to own, lease and operate its properties and assets. 

      


      3.2 Authorization.
        Each
        Seller and the General Partner has all requisite corporate power and authority
        to execute, deliver and perform this Agreement and to consummate the
        transactions contemplated hereby. The execution, delivery and performance
        by
        Seller of this Agreement and the consummation by Seller of the transactions
        contemplated hereby have been duly authorized by all necessary organizational
        action. This Agreement has been duly and validly executed by each Seller
        and
        constitutes the valid and binding legal obligation of each Seller, enforce-able
        against such Seller in accordance with its terms, except to the extent that
        such
        enforceability (a) may be limited by bankruptcy, insolvency, reorganization,
        moratorium or other similar laws relating to creditors' rights generally,
        and
        (b) is subject to general principles of equity (regardless of whether such
        enforceability is considered in a proceeding in equity or at law).

      


      3.3 Non-Contravention.
        Neither
        the execution, delivery and performance of this Agreement nor the consummation
        of the transactions contemplated hereby will (a) result in the creation or
        imposition of any Encumbrance upon any property or assets of Seller, or
        (b) violate any treaty, law, rule, regulation, order, judgment or decree
        (individually and collectively, "Law(s)")
        of any
        foreign, federal, state or local governmental or quasi-governmental
        administrative, regulatory or judicial court, department, commission, agency,
        board, bureau, instrumentality or other authority (individually and
        collectively, "Authorit(y)(ies)")
        to
        which Seller is subject.

      


      3.4 Consents
        and Approvals.
        With
        respect to each Seller, no consent, approval, order or authoriza-tion of
        or
        from, or registration, notification, declaration or filing with, any Authority
        or any individual or other private entity (individually and collectively,
        "Consent(s)")
        is
        required in connection with the execution, delivery or performance of this
        Agreement by Seller or the consummation by Seller of the transactions
        contemplated hereby.

      


      3.5 Title
        to Assets.
        Seller
        has good title or a valid lease or license with respect to all Assets (including
        without limitation all assets reflected on the Business Balance Sheet, except
        for such assets sold, consumed or otherwise disposed of in the ordinary course
        of business since the date of the Business Balance Sheet), free and clear
        of all
        liens, security interests, or other encumbrances of any character whatsoever
        (“Encumbrances”),
        except mechanics', carriers', workers' or other like liens arising in the
        ordinary course of the Business with respect to obligations not yet due and
        payable, liens
        for
        current taxes not yet due and payable, and other Encumbrances which,
        individually or in the aggregate, do not have a material adverse effect on
        the
        condition (financial or otherwise), working capital, assets, properties,
        liabilities, obligations, reserves, businesses, prospects, customers, customer
        relations, goodwill or going concern value with respect to Seller or are
        known
        to Buyer.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
        IV

      REPRESENTATIONS
        AND WARRANTIES OF BUYER

      


      Buyer
        represents and warrants to Seller as follows:

      


      4.1 Buyer's
        Organization.
        Buyer
        is a corpora-tion duly organized, validly existing and in good standing under
        the Laws of the state of Delaware, and has all requisite corporate power
        and
        authority to carry on its business as it is now being conducted, and to execute,
        deliver and perform this Agreement and to consummate the transactions
        contemplated hereby.

      


      4.2 Due
        Authorization, Execution and Delivery; Effect of Agreement.
        The
        execution, delivery and performance by Buyer of this Agreement and the
        consummation by Buyer of the transactions contemplated hereby have been duly
        authorized by all necessary corporate action on the part of Buyer. This
        Agreement has been duly and validly executed and delivered by Buyer and
        constitutes the valid and binding legal obligations of Buyer, enforceable
        against it in accordance with their terms, except to the extent that such
        enforceability (a) may be limited by bankruptcy, insolvency, reorganization,
        moratorium or other similar laws relating to creditors' rights generally,
        and
        (b) is subject to general principles of equity (regardless of whether such
        enforceability is considered in a proceeding in equity or at law). 

      


      4.3 Non-Contravention.
        Neither
        the execution, delivery and performance of this Agreement nor the consummation
        of the transactions contemplated hereby will (a) violate or be in conflict
        with any provision of the articles of incorporation or bylaws of Buyer, or
        (b) be in conflict with, or constitute a default, however defined (or an
        event which, with the giving of due notice or lapse of time, or both, would
        constitute such a default), under, or cause or permit the acceleration of
        the
        maturity of, or give rise to any right of termination, cancellation or
        imposition of fees or penalties under, any debt, instrument, commitment,
        contract or other agreement or obligation to which Buyer is a party or by
        which
        Buyer or any of its properties or assets is or may be bound, or (c) result
        in
        the creation or imposition of any Encumbrance upon any property or assets
        of
        Buyer, or (d) violate any Laws of any Authority to which Buyer is
        subject.

      


      4.4 Consents.
        No
        Consent from any Authority or any individual or other private entity is required
        in connection with the execution, delivery or performance by Buyer of this
        Agreement or the taking of any other action contemplated hereby.

      


      4.5 Financial
        Statements.
        Buyer
        has furnished to Seller its unaudited balance sheet as of November 30, 2006
        (the
        "Buyer
        Balance Sheet")
        attached hereto as Exhibit F. The Buyer Balance Sheet is in accordance with
        the
        books and records of Buyer, has been prepared in conformity with U.S. generally
        accepted accounting principles, and is true, complete and accurate in all
        material respects
        and fairly presents the financial position of Buyer as of the date thereof.
        Buyer has no liabilities or other obligations (whether fixed, absolute or
        contingent, accrued or unaccrued, matured or unmatured, known or unknown,
        direct
        or indirect, joint or several, or otherwise) ("Liabilities")
        except
        (a) Liabilities which are reflected or reserved against in the Buyer Balance
        Sheet, which reserves reflected therein are appropriate and reasonable, and
        (b)
        Liabilities incurred in the ordinary course of business and consistent with
        past
        practice since the date of the Buyer Balance Sheet and not resulting from,
        arising out of, relating to, in the nature of or caused by any breach of
        contract, tort, infringement of third party rights, violation of Law or
        application of doctrines of strict liability. Since the date of the Buyer
        Balance Sheet, Buyer has made no distribution or other payments of any kind
        to
        any shareholder or disposition of any assets.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
        V

      COVENANTS
        

      


      5.1 Cooperation
        and Assignments.
        Seller
        and Buyer will each use its best efforts, and will cooperate with the other,
        to
        secure all necessary consents, approvals, authorizations, exemptions and
        waivers
        from third parties as are required in order to enable each party to effect
        the
        transactions contemplated hereby, and otherwise will use its best efforts
        to
        cause the consummation of such transactions in accordance with the terms
        and
        conditions hereof, provided that neither party will be obligated to incur
        any
        liability or expense in connection therewith, except the cost and expense
        of its
        employees, agents and representatives engaged in such efforts or as otherwise
        expressly set forth herein.

      


      5.2 Further
        Assurances.
        At any
        time or from time to time after the Closing Date, either party will, at the
        request of the other party and at such other party's ex-pense, execute and
        deliver any further instruments or docu-ments and take all such further action
        as such party reason-ably may request in order to consummate and make effective
        the transactions contemplated by this Agreement.

      


      5.3 Accounts
        Receivable and Accounts Payable.
        Seller
        will pay over to Buyer, less any offsets provided hereunder and less any
        sales
        taxes included therein, all payments on Accounts Receivable received by Seller
        (other than payments excluded under Section 1.2(d)) as received. Buyer will
        pay
        over to Seller any sales taxes included in any payments received directly
        by
        Buyer on Accounts Receivable as received. Buyer will pay the trade accounts
        payable assumed by Buyer hereunder when and as due.

      


      5.4 Continuation
        Payments.
        The
        intent of this provision is that Seller will fund Buyer’s payroll costs for
        three (3) months for employees of Seller (except Keith E. Williams) continuing
        with the Business at Seller’s current pay rates.

      


      (a) On
        a
        payroll period basis for wages earned through March 31, 2007, with respect
        to
        each such employee, Seller will pay Buyer:

      (c) An
        amount
        equal to such employee’s actual gross pay, up to a maximum of (i) such
        employee’s current gross pay rate, exclusive of overtime and bonus payments,
        less (ii) for any employee on COBRA medical and/or dental continuation coverage
        for such payroll period,
        such employee’s current premium deductions for such medical and/or dental
        coverage continued; and

      (d) An
        amount
        equal to employer payroll taxes on amounts reimbursed under (a) (Social
        Security, Medicare, Federal U/C and State U/C).

      


      (b) On
        a
        monthly basis for insurance coverage for the months of January 2007 through
        March 2007, with respect to each such employee: 

      · Seller
        will pay Buyer as corresponding medical and dental insurance premium costs
        of
        Buyer become due (other than for COBRA continuation insurance under Seller’s
        plans) an amount equal to (i) Seller’s COBRA premium rate for such employee’s
        current medical and/or dental health plan coverage, including HRA account
        contributions, less (ii) an amount equal to such employee’s current premium
        deductions for such coverage; 

      · Seller
        will pay the COBRA premium due for any medical and/or dental continuation
        coverage elected by such employee for the period such coverage is in effect;
        and

      · Seller
        will pay the COBRA premium due for continuation coverage elected by such
        employee for Seller’s basic life insurance benefit, and will pay to Buyer the
        COBRA premium rate for any replacement coverage.

      


      (c)Buyer
        will provide support documentation adequately in advance of each payment
        as
        reasonably requested by Seller.

      


      5.5 Customer
        Support.
        In
        addition to satisfying all warranty obligations of Seller with respect to
        the
        Business, during the two (2) year period ending December 31, 2008, Buyer
        will
        provide spare parts and customer services and support with respect to the
        Product Lines at levels currently provided. During such two (2) year period,
        Buyer will not make any distributions or other payments of any kind to its
        shareholders in excess of amounts to fund S Corporation pass through tax
        liabilities as a result of ownership of Buyer and reimbursement of expenses
        incurred in the conduct of the Business, it being the intent of this provision
        to preserve Buyer’s working capital to enable Buyer to satisfy its obligations
        under the preceding sentence.

      


      5.6 “AS
        IS” Sale.
        Seller
        makes no warranties of any kind with respect to the Assets and Business,
        including without limitation implied warranties of merchantability and fitness
        for particular purpose, except those warranties specifically expressed in
        Article III hereof, and Buyer purchases the Assets “AS IS.”

      


      5.7 Cooperation.
        Buyer
        will assist Seller and provide access to the Business, Assets and related
        documentation as reasonably necessary, without charge, to enable Seller to
        complete its financial statements and income tax returns for the year ending
        December 31, 2006, and Seller’s audit and reporting requirements with respect
        thereto, and to respond to audit and other regulatory inquiries by Authorities.
        Buyer will give Seller at least thirty (30) days written notice and opportunity
        to review and take prior to destroying any records of the Business on
        transactions occurring on or prior to the Closing Date. Seller will allow
        Buyer’s continued use of Seller’s Manage 2000 system for management of the
        Business for up to six (6) months after Closing at a charge of Two Thousand
        Dollars
        ($2,000) per month, which amount Seller will offset against amounts due from
        Seller under this Article V through March 31, 2007 and which amount will
        otherwise be due and payable from Buyer on the first day of each
        month.

      


      5.8 License.
        Effective the Closing Date, Buyer grants to Seller a world-wide fully paid
        nonexclusive unrestricted right and license to practice and use the Technology
        Rights in Seller’s other businesses.

      


      5.9 Security
        Deposit.
        Buyer
        will reimburse Seller for the security deposit under the Facility Lease on
        March
        31, 2007, which amount Seller may offset against amounts due to Buyer under
        this
        Article V.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
        VI

      CONDITIONS
        TO BUYER'S OBLIGATIONS

      


      The
        obligations of Buyer to consummate the purchase of the Assets under this
        Agreement will be subject to the satisfaction (or waiver by Buyer) on or
        prior
        to the Closing Date of all of the following conditions:

      


      6.1 Representations,
        Warranties and Covenants of Seller.
        Seller
        will have complied in all material respects with all of their agreements
        and
        covenants contained herein to be performed at or prior to the Closing Date,
        and
        all the representations and warranties of Seller contained herein will be
        true
        in all material respects on and as of the Closing Date with the same effect
        as
        though made on and as of the Closing Date, except (a) as otherwise contemplated
        hereby, and (b) to the extent that such representations and warranties were
        made
        as of a specified date (and as to such representations and warranties the
        same
        continue on the Closing Date to have been true as of the specified date).
        Buyer
        will have received a certificate of Seller, dated as of the Closing Date
        and
        signed by an officer of Seller, certifying as to the fulfillment of the
        conditions set forth in this Section 6.1.

      


      6.2 No
        Prohibition.
        No
        statute, rule or regulation or order of any court or other Authority will
        be in
        effect which prohibits Buyer from consummating the transactions contemplated
        hereby.

      


      6.3 Further
        Action.
        All
        consents, approvals, authorizations, exemptions and waivers from third parties
        that are required in order to enable Buyer to consummate the transactions
        contemplated hereby will have been obtained (except where the failure to
        obtain
        any such consents, approvals, authorizations, exemptions and waivers would
        not
        have a material adverse effect with respect to the Business).

      


      6.4 Deliveries.
        Seller
        will have made or caused to be made delivery to Buyer of the items set forth
        in
        Section 2.2 hereof.

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ARTICLE
        VII

      CONDITIONS
        TO SELLER'S OBLIGATIONS

      


      The
        obligations of Seller to consummate the sale of the Assets under this Agreement
        will be subject to the satisfaction (or waiver by Seller) on or prior to
        the
        Closing Date of all of the following conditions:

      


      7.1 Representations,
        Warranties and Covenants of Buyer.
        Buyer
        will have complied in all material respects with all of its agreements and
        covenants contained herein to be performed at or prior to the Closing Date,
        and
        all of the representations and warranties of Buyer contained herein will
        be true
        in all material respects on and as of the Closing Date with the same effect
        as
        though made on and as of the Closing Date, except (a) as otherwise contemplated
        hereby, and (b) to the extent that such representations and warranties were
        made
        as of a specified date (and as to such representations and warranties the
        same
        continue on the Closing Date to have been true as of the specified date).
        Seller
        will have received a certificate of Buyer, dated as of the Closing Date and
        signed by an officer of Buyer, certifying as to the fulfillment of the
        conditions set forth in this Section 7.1.

      


      7.2 No
        Prohibition.
        No
        statute, rule or regu-lation or order of any court or other Authority will
        be in
        effect which prohibits Seller from consummating the transactions contemplated
        hereby.

      


      7.3 Further
        Action.
        All
        consents, approvals, authorizations, exemptions and waivers from third parties
        that are required in order to enable Seller to consummate the transactions
        contemplated hereby will have been obtained (except where the failure to
        obtain
        any such actions, consents, approvals, authorizations, exemptions and waivers
        would not have a material adverse effect with respect to the
        Business).

      


      7.4 Deliveries.
        Buyer
        will have made or caused to be made delivery to Seller of the items set forth
        in
        Section 2.3 hereof.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
        VIII

      MISCELLANEOUS

      


      8.1 Entire
        Agreement.
        This
        Agreement (including the Exhibits) constitutes the entire agreement of the
        parties with respect to the matters provided for herein and supersedes all
        prior
        and contemporaneous agreements, understandings, negotiations and discussions,
        whether oral or written, of the parties. No amendment, modification or
        alteration of the terms or provisions of this Agreement will be binding unless
        the same is in writing and duly executed by the parties hereto.

      


      8.2 Successors
        and Assigns.
        The
        terms and conditions of this Agreement will inure to the benefit of and be
        binding upon the respective successors and permitted assigns of the parties
        hereto. Any attempted assignment of this Agreement contrary to the terms
        hereof
        will be null and void and of no force or effect.


      8.3 Counterparts.
        This
        Agreement may be exe-cuted in one or more counterparts, each of which will
        for
        all purposes be deemed to be an original and all of which will constitute
        the
        same instrument.

      


      8.4 Headings.
        The
        headings of the articles and sections of this Agreement are included for
        convenience only and will not be deemed to constitute part of this Agreement
        or
        to affect the construction hereof.

      


      8.5 Modifications
        and Waivers.
        No
        waiver of any of the terms or conditions of this Agreement or any right
        hereunder will be effective unless given in a signed writing by the party
        entitled to the bene-fits thereof. No waiver of any of the provisions of
        this
        Agreement or any rights hereunder will be deemed to or will constitute a
        waiver
        of any other provisions hereof or rights hereunder (whether or not similar).
        No
        failure or delay on the part of a party in exercising any right hereunder
        will
        operate as a waiver of, or impair, any such right. No single or partial exercise
        of any such right will preclude any other or further exercise thereof or
        the
        exercise of any other right.

      


      8.6 Broker's
        Fees.
        Each of
        the parties hereto represents and warrants to the other that it has had no
        dealings with any broker or finder in connection with the transactions
        contemplated by this Agreement. Seller will indemnify and hold harmless Buyer
        from and against any and all liability to which Buyer may be subjected by
        reason
        of any broker's or finder's fee with respect to the transactions contemplated
        hereby to the extent such fee is attributable to any action undertaken by
        or on
        behalf of Seller. Buyer will indemnify and hold harmless Seller from and
        against
        any and all liability to which Seller may be subjected by reason of any broker's
        or finder's fee with respect to the transaction contemplated hereby to the
        extent such fee is attributable to any action undertaken by or on behalf
        of
        Buyer.

      


      8.7 Expenses.

      


      (a) Seller
        will pay all costs and expenses incurred by or on behalf of Seller, and Buyer
        will pay all costs and expenses incurred by or on behalf of it, in connection
        with this Agreement, the negotiations in connection herewith, and the
        transactions contemplated hereby, including without limitation fees and expenses
        of their respective brokers, finders, financial consultants, accountants
        and
        counsel.

      


      (b) If
        any
        dispute between Seller and Buyer, either occurring under, relating to or
        in
        connection with any of the provisions of this Agreement, is submitted to
        a
        court, arbitrator or other appropriate tribunal, then all costs and expenses
        of
        the parties (including tribunal costs and reasonable attorneys' fees) will
        be
        paid by the party against whom a determination by such court, arbitrator
        or
        other tribunal is made or, in the absence of a determination wholly against
        one
        party, as such court, arbitrator or other tribunal directs.

      


      8.8 Notices.
        Any
        notice, request, instruction or other document to be given hereunder by any
        party hereto to any other party will be in writing and delivered person-ally,
        by
        telephonic facsimile transmission,
        by email or sent by registered or certified mail, postage prepaid (and if
        by
        telephonic facsimile transmission or email with a copy sent by mail),


      


      if
        to
        Seller to:

      


      Aetrium
        Incorporated

      2350
        Helen Street

      North
        St.
        Paul, Minnesota 55109

      Attn:
        Douglas L. Hemer

      Facsimile
        No.: (612) 704-1805

      Email:
        dhemer@aetrium.com

      


      if
        to
        Buyer to:

      


      WEB
        Technology, Inc.

      10501
        Markison Road

      Dallas,
        Texas 75238

      Attn:
        Keith E. Williams

      Facsimile
        No.: (214) 343-8958

      Email:
        keithw@webtechnology.com

      


      with
        a
        copy to:

      


      Boyd-Veigel,
        P.C.

      218
        E.
        Louisiana

      McKinney,
        Texas 75069

      Attn:
        Jerry A. Kagay

      Facsimile
        No.: 214-363-5059

      Email:
        jerry@boyd-veigel.com

      


      


      or
        at
        such other address for a party as may be specified by like notice. Any notice
        which is delivered personally or by telephonic facsimile transmission or
        email
        in the manner provided herein will be deemed to have been duly given to the
        party to whom it is directed upon actual receipt by such party (or its agent
        for
        notices hereunder) if delivered personally or upon completion of facsimile
        transmission or email. Any notice which is addressed and mailed in the manner
        herein provided will be conclusively presumed to have been duly given to
        the
        party to which it is addressed at the close of business, local time of the
        recipient, on the third day after the day it is so placed in the
        mail.

      


      8.9 Arbitration.
        Subject
        to the last sentence of this Section, any controversy or claim arising out
        of or
        relating to any provisions of this Agreement or the breach hereof, unless
        resolved by mutual agreement of the parties, will be finally settled by
        arbitration in accordance with the Commercial Arbitration Rules of the American
        Arbitration Association in effect on the effective date of this Agreement
        by a
        single arbitrator appointed in accordance with said Rules. The determination
        of
        thearbitrator
        will be final and binding upon the parties to the arbitration and judgment
        upon
        the award rendered by the arbitrator will be entered in any court of competent
        jurisdiction. The place of arbitration will be St. Paul, Minnesota.
        Notwithstanding the foregoing, either party may seek injunctive relief with
        respect to any controversy or claim arising out of or relating to any provisions
        of this Agreement in any court of competent jurisdiction.

      


      8.10 Governing
        Law; Consent to Jurisdiction.
        This
        Agreement will be construed in accordance with and governed by the laws of
        the
        state of Minnesota applicable to agreements made and to be performed in such
        jurisdiction without reference to conflicts of law principles. Each of Buyer
        and
        Seller irrevocably consents that any legal action or proceeding against it
        under, arising out of or in any manner relating to this Agreement or any
        other
        agreement, document or instrument arising out of or executed in con-nection
        with
        this Agreement may be brought only in an arbitration proceeding as provided
        in
        Section 8.9 or in a court of the state of Minnesota or in the United States
        District Court for the District of Minnesota. Each of Buyer and Seller by
        the
        execution and delivery of this Agreement, expressly and irrevocably assents
        and
        submits to the personal jurisdiction of the arbitrators selected pursuant
        to
        Section 8.9 or any of such courts in any such action or proceeding. Each
        of
        Buyer and Seller further irrevocably consents to the service of any complaint,
        summons, notice or other process relating to any such action or proceeding
        by
        delivery thereof to it by hand or by mail in the manner provided for in Section
        8.8 hereof. Each of Buyer and Seller hereby expressly and irrevocably waives
        any
        claim or defense in any action or proceeding based on any alleged lack of
        personal jurisdiction, improper venue or forum non conveniens or any similar
        basis.

      


      8.11 Public
        Announcements.
        Buyer
        and its affiliates will not make any public statements, including without
        limitation any press releases, with respect to this Agreement and the
        transactions contemplated hereby without the prior written consent of Seller
        (which consent may not be unreasonably withheld), except as may be required
        by
        law, in which case Buyer will consult with Seller concerning the timing and
        content of such announcement before such announcement is made.

      


      8.12 Severability.
        If any
        provision hereof is held by any court of competent jurisdiction to be illegal,
        void or unenforceable, such provision will be of no force and effect, but
        the
        illegality or unenforceability will have no effect upon and will not impair
        the
        enforce-ability of any other provision of this Agreement.

      


      8.13 No
        Third Party Beneficiaries.
        Except
        as expressly permitted by this Agreement, nothing in this Agreement will
        confer
        any rights upon any person or entity which is not a party or permitted assignee
        of a party to this Agreement.

      


      8.14 Rule
        of Construction.
        The
        parties hereto acknowledge and agree that each has negotiated and reviewed
        the
        terms of this Agreement, assisted by such legal and tax counsel as they desired,
        and has contributed to its revisions. The parties further agree that the
        rule of
        construction that any ambiguities are resolved against the drafting party
        will
        be subordinated to the principle that the terms and provisions of this Agreement
        will be construed fairly as to all parties and not in favor of or against
        any
        party.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
        be
        executed on its behalf as of the date first above written.

      


      


      AETRIUM
        INCORPORATED

      


      


      By

      Its
        President

      


      AETRIUM
        CORPORATION

      


      


      By______________________________________

      Its
        President

      


      AETRIUM-WEB
        TECHNOLOGY, LP

      By
        AETRIUM-WEB TECHNOLOGY INC

      Its
        General Partner

      


      


      By______________________________________

      Its
        President

      


      WEB
        TECHNOLOGY, INC.

      


      


      By _____________________________________

      Its
        President 

      


      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit
        A

      


      BUSINESS
        PRODUCT LINES

      


      Acceleration
        Test Equipment, including but not limited to

      Series
        9000 Centrifuge

      Centrifuge
        Fixturing & Rework Service

      Series
        9100 Environmental Centrifuge

      


      Gross
        Leak Detection Equipment, including but not limited to:

      All
        Bubble Testers

      Series
        7200

      Series
        7201 Tube Tester NID

      Series
        7250 NID

      Series
        7500 NID

      Series
        7600 NID

      Series
        7700 NID

      


      Preconditioning
        Equipment, including but not limited to:

      Series
        8000 Equipment (Including Model 8050)

      


      Burn-In
        Board Loader/Unloader Equipment, including but not limited to:

      Series
        4800 (Single Head, Dual Head, 5 Head, and 10 Head Designs)

      Series
        4816 (16 Head System)

      


      Turret
        Test Handler Equipment, including but not limited to:

      Model
        2020

      Model
        5308

      Model
        5600

      Model
        5800

      Model
        7800

      Model
        8816

      Model
        8832

      Model
        8832M 

      


      Semiautomatic
        Bench Top Test Handler, including

      Model
        QT

      


      Component
        Test Systems, including 

      Model
        ATS
        6000 and its derivations

      


      Spare
        Parts, Options, and Accessories for above products

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit
        B

      


      BUSINESS
        BALANCE SHEET

      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      Exhibit
        C

      


      


      PROMISSORY
        NOTE

      


      


      FOR
        VALUE
        RECEIVED, the undersigned promises to pay to the order of Aetrium Incorporated
        ("Aetrium") at North St.Paul, Minnesota, the principal amount of Five Hundred
        Twenty-Two Thousand Dollars ($522,000), together with interest thereon from
        the
        date hereof until paid in full at the annual rate of five percent (5%) (except
        as provided below with respect to payments past due), in quarterly installments
        of principal and interest of Sixty-Nine Thousand Two Hundred Dollars ($69,200)
        on the last day of each April, July, October and January commencing April
        30,
        2007. The entire unpaid principal of this Note together with accrued and
        unpaid
        interest thereon will become due and payable December 31, 2008.

      


      This
        Note
        may be prepaid in whole or in part at any time without premium or penalty.
        All
        payments under this Note will be applied first to accrued interest and the
        balance to principal.

      


      In
        the
        event (i) the undersigned fails to make any payment hereunder promptly when
        due,
        and such failure continues for a period of ten (10) days after written notice
        thereof to the undersigned, or (ii) the undersigned is unable or admits in
        writing an inability to pay its debts generally as they become due, or files
        or
        has filed against it a petition in bankruptcy or for an arrangement or a
        reorganization, or makes a general assignment for the benefit of creditors,
        or
        has a receiver or trustee appointed for it, or (iii) the undersigned
        discontinues its operation of the Business (as defined in that certain Asset
        Purchase Agreement dated December 28, 2006 by and among the undersigned,
        Aetrium
        and affiliates of Aetrium), then at any time thereafter for so long as such
        condition continues, upon written demand therefor by the holder hereof all
        indebtedness evidenced hereby will immediately become due and
        payable.

      


      Presentment
        and other demand for payment (other than written demand as provided above),
        notice of dishonor and protest are hereby waived by the undersigned. Amounts
        past due hereunder will bear interest from the due date until paid in full
        at
        the annual rate of fifteen percent (15%) or, if less, the highest rate permitted
        under applicable law. The undersigned agrees to reimburse the holder of this
        Note for all fees and expenses (including attorneys fees and court costs)
        incurred in connection with the collection of the indebtedness represented
        by
        this Note.

      


      No
        delay
        on the part of the holder hereof in exercising any right hereunder will operate
        as a waiver thereof, nor will any single or partial exercise of any right
        hereunder preclude any other or further exercise thereof or the exercise
        of any
        other right, nor will the holder hereof be liable for exercising or failing
        to
        exercise any such right. The rights and remedies herein expressly specified
        are
        cumulative and not exclusive of any rights or remedies which the holder hereof
        may or would otherwise have.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the undersigned has executed this Note effective December
        31,
        2006.

      


      WEB
        TECHNOLOGY, INC.

      


      


      By
        

      Its
        President