ASSET
      PURCHASE AGREEMENT

    


    THIS
      ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
      this
      4th day of August, 2005, by and between IMCOR Pharmaceutical Co., a Nevada
      corporation located at P.O. Box 2389, La Jolla, CA 92037 (hereinafter known
      as
“Seller”) and NanoScan Imaging, LLC, a Pennsylvania limited liability company
      located at 2250 Berks Road, Lansdale, PA 19446 (hereinafter known as “Buyer”,
      and Buyer and Seller are hereinafter each known as a “Party” and together known
      as the “Parties”).

    


    WITNESSETH:

    


    WHEREAS,
      Seller has been developing N1177, an iodine-based nanoparticulate contrast
      agent, and PH-50, the same or a substantially similar compound for a different
      indication;

    


    WHEREAS,
      Seller desires to sell to Buyer, and Buyer desires to buy from Seller, all
      of
      its assets exclusively related to N1177 and PH-50 and the development thereof
      (the “Business”), including without limitation intellectual property rights and
      all related documentation, manuals, notes, agreements and other assets necessary
      or ancillary to the research and development of N1177 and PH-50 (collectively,
      the “Assets”), all upon the terms and conditions and subject to the limited
      exceptions set forth herein;

     

    NOW,
      THEREFORE, in consideration of the mutual representations, warranties,
      covenants, and agreements of the parties hereinafter set forth, the parties
      hereto, intending to be legally bound, do hereby agree as follows:

    


    ARTICLE
      I

    


    PURCHASE
      AND SALE OF ASSETS

    


    1.1 Purchase
      and Sale of Assets.
      Upon
      the terms and subject to the conditions of this Agreement, Buyer agrees to
      purchase, accept, and acquire from Seller, and Seller agrees to sell, transfer,
      assign, convey, and deliver to Buyer, at the Closing (as hereinafter defined)
      in
      accordance with the terms of the Bill of Sale attached hereto as Exhibit
      A,
      and the
      Assignment and Assumption Agreement attached hereto as Exhibit
      B,
      all
      right, title and interest of Seller in and to the Assets. Without in any way
      limiting the generality of the foregoing, the Assets shall include all right,
      title and interest owned or held by Seller in the following:

    


    a. N1177,
      a
      sterile, 150 mg/ml NanoCrystal®Colloidal
      Dispersion tested as a parenteral iodinated x-ray contrast agent intended for
      use as a CT lung imaging agent (but with other potential diagnostic
      applications) which is being developed under Investigational New Drug
      application 50,714 (the “IND”), and PH-50, which has the same or substantially
      the same formulation and chemical composition as N1177, but is delivered
      intravenously and used as a blood pool agent for enhancing CT imaging of the
      circulatory system, and all attendant rights, agreements and technical and
      other
      documentation and correspondence, including but not limited to the following:
      

     

    
      
        	 	
                i.

              	
                The
                  IND, including without limitation:

              


      

      


      
        	 	
                1.

              	
                All
                  IND Annual Reports, company executive summaries, and electronic
                  files
                  [IMCOR and non-IMCOR]

              


      

      


      
        	 	
                ii

              	
                All
                  pharmacology and toxicology reports

              
	 	
                iii.

              	
                All
                  pre-clinical study reports

              


      

       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
          	 	
                  1.

                	
                  
                    All
                      study reports for studies conducted by Photogen/IMCOR (i.e.
                      MPI Research,
                      Provident Preclinical, imaging studies, toxicology reports,
                      pathology
                      reports, etc.)

                  

                


        

         

      

      
        	 	
                iv.

              	
                Any
                  and all rights (owned or licensed) to patents, copyrights, trademarks,
                  tradenames, and service marks, and applications or registrations
                  thereof,
                  trade secrets, know how, processes, technical information and
                  documentation (“Technical Documentation”), formulas, or other intellectual
                  property relating or pertaining to the Assets (collectively, the
                  “Intellectual Property Rights”).

              
	 	 	
              
	 	v. 	All
                rights under the License Agreement by and between The General
                Hospital Corporation (Massachusetts General Hospital) and Photogen,
                Inc.,
                dated as of September 30, 1999 (the “License”), to the extent possible,
                the Cooperative Research and Development Agreement (“CRADA”) with the
                National Cancer Institute (“NCT”), and any other license, consulting
                agreement, or other contract relating to the Assets, including without
                limitation those set forth on Schedule 1 attached hereto (together
                with
                the License and CRADA, the “Assigned Contracts”), and any correspondence
                and other documents relating thereto.
	 	 	 
	 	
                vi.

              	
                All
                  cGLP and cGMP (N1177) Drug Product and N1177 and PH-50 Active
                  Pharmaceutical Ingredient supplies.

              


      

      




    b. Business
      Records.
      All
      business, legal, regulatory and marketing records and documents associated
      with
      the Assets, including to the extent they exist operating records, contractor
      and
      supplier documentation and correspondence, all clinical and regulatory
      documents, including minutes of meetings and focus groups, strategy documents
      and market analysis, asset ledgers, inventory records, supplier lists,
      information and data respecting leased or owned equipment, correspondence and
      mailing lists, advertising materials and brochures, and other business records
      used in the Business (the "Business Records"). Shipment of the Business Records
      to the Buyer shall be at the expense of the Buyer.

    


    c. Authorizations.
      All
      known approvals, authorizations, certifications, consents, variances,
      permissions, licenses, and permits to or from, or filings, notices, or
      recordings to or with, federal, state, and local governmental authorities or
      other third parties related to the Business (the Authorizations").

    


    


    1.2 Exclusions.
      The
      Assets shall not include any other assets of Seller, including without
      limitation any cash, investment accounts, accounts receivable, prepaid expenses,
      refunds owed for any early cancellations of insurance policies or benefit plans
      or any similar cash equivalent assets, stock and minute books and other
      corporate records, payroll records and tax returns.

     

    ARTICLE
      II

    


    NO
      ASSUMPTION OF LIABILITIES

    


    Other
      than the assumption of any obligations and liabilities accruing after the
      Closing Date under the License and the other Assigned Contracts, at and after
      the Closing, Buyer shall assume no liabilities of the Seller. 

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    ARTICLE
      III

    


    PRICE
      AND PAYMENT

    


    3.1 Purchase
      Price.
      The
      aggregate purchase price for the Assets (the “Purchase Price”) shall be One
      Hundred Seven Thousand Five Hundred Dollars ($107,500).

    


    3.2 Payment.
      On the
      Closing Date, Buyer shall pay Seventy One Thousand Five Hundred Dollars
      ($71,500) of the Purchase Price to Seller by wire transfer to Seller’s bank
      account pursuant to wire instructions provided by Seller, and Three Thousand
      Five Hundred Dollars ($3,500) of the Purchase Price by check to H. Donlon
      Skerrett as a finder’s fee. Buyer will pay the remaining balance of Thirty Two
      Thousand Five Hundred Dollars ($32,500) of the Purchase Price as follows: (i)
      Thirty One Thousand Dollars ($31,000) to Seller by wire transfer upon receipt
      of
      the Business Records and written verification that the payment referenced in
      Section 3.3 has been made and accepted by MPI as full and complete recognition
      and satisfaction of any amounts owing to MPI, and (ii) One Thousand Five Hundred
      Dollars ($1,500) by check to H. Donlon Skerrett as a finder’s fee upon payment
      of the amount referenced in (i) above.. 

    


    3.3 Within
      10
      days of Closing, Seller will
      pay
      Ten Thousand Dollars ($10,000) to
      MPI as
      directed by MPI, as full and complete recognition and satisfaction of all of
      Seller’s prior obligations to MPI.  

    


    ARTICLE
      IV

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLER

    


    Seller
      hereby represents and warrants to Buyer as follows:

    


    4.1 Organization
      and Standing of Seller.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada and is qualified to do business as a foreign
      corporation and is in good standing in the State of California and such other
      states where the failure to be so qualified and in good standing would affect
      the ability of Seller to enter into this Agreement, consummate the transactions
      contemplated thereby, or to operate the business of Seller as it has previously
      been operated.

    


    4.2 Power
      and Authority; Validity and Enforceability.
      Seller
      has the power and authority to operate its business as it has been and is
      presently conducted and to execute, deliver, and perform this Agreement and
      the
      other agreements and instruments to be executed and delivered by it in
      connection with the transactions contemplated hereby and thereby, it has taken
      all necessary action to authorize the execution and delivery of this Agreement
      and such other agreements and instruments and the consummation of the
      transactions contemplated hereby and thereby. This Agreement is, and the other
      agreements and instruments to be executed and delivered by Seller in connection
      with the transactions contemplated hereby shall be, the legal, valid and binding
      obligations of Seller, enforceable in accordance with their terms.

    


    4.3 No
      Conflict.
      Neither
      the execution and delivery of this Agreement and the other agreements and
      instruments to be executed and delivered in connection with the transactions
      contemplated hereby or thereby, nor the consummation of the transactions
      contemplated hereby or thereby, will violate or conflict with (1) the Articles
      of Incorporation or Bylaws of Seller, (2) to the Seller’s knowledge, any
      federal, state, or local law, regulation, ordinance, governmental restriction,
      order, judgment, or decree applicable to Seller or the Assets or Business,
      or
      (3) any mortgage, indenture, license, instrument, trust, contract, agreement,
      or
      other commitment or arrangement to which Seller is a party or by which Seller
      or
      any of the Assets is bound.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    4.4
       Litigation.
      Except
      as set forth on Schedule 4.4, there are no pending or threatened actions, suits,
      written or oral claims, litigation at law or in equity, or any proceedings
      of
      any kind, whether before a court, an arbitration or before any commission or
      administrative or governmental authority or agency against or involving Seller
      or any of its assets, including the Assets.

    


    4.5 Required
      Contract Consents.
      No
      approval, authorization, consent, permission, or waiver to or from, or notice,
      filing, or recording to or with, any person is necessary for (1) the execution
      and delivery of this Agreement and the other agreements and instruments to
      be
      executed and delivered in connection with the transactions contemplated hereby
      or thereby by Seller or the consummation by Seller of the transactions
      contemplated hereby; (2) the transfer and assignment to Buyer at Closing of
      the
      Assigned Contracts and other Assets, or (3) the ownership and use of the
      Assets.

    


    4.6 Asset
      Encumbrances.
      There
      are no liabilities or obligations of Seller with respect to the Business or
      the
      Assets of any kind whatsoever, whether or not accrued, contingent or absolute,
      determined or determinable, and there is no existing condition, situation or
      set
      of circumstances, including without limitation any verbal or written agreements
      or arrangements between Seller and/or one of its creditors, shareholder or
      any
      third parties, which could result in such liability or obligation.

    


    4.7
       Taxes.
      There
      are
      no liens for taxes other than for current taxes not yet due and payable upon
      the
      Assets.

    


    4.8 Title
      to Tangible Property.
      Buyer
      at Closing shall obtain good and marketable title to all of the tangible Assets
      (i.e., raw material, Technical Documentation, Equipment, and Business Records),
      free and clear of all title defects, liens, restrictions, claims, charges,
      security interests, or other encumbrances of any nature whatsoever, including
      any mortgages leases, chattel mortgages, conditional sales contracts, collateral
      security arrangements, or other title or interest retention arrangements. To
      the
      Seller’s knowledge, all of the tangible Assets are in good operating order,
      condition, and repair, ordinary wear and tear excepted, and are suitable for
      use
      in the ordinary course. Between
      March 31, 2005 and the Closing Date, to the Seller’s knowledge, there has not
      been any material adverse degradation to the general condition or value of
      the
      Assets, other than in the ordinary course.

    


    4.9 Title
      to Intellectual Property Rights.

    


    a. Ownership.
      Seller
      is the owner of the Intellectual Property Rights that Buyer shall receive at
      Closing. Schedule 1.1 sets forth all trademarks and service marks, all trade
      names, all copyrights, and all filed patent applications and issued patents
      owned or licensed by Seller and used for the operation of the Business relating
      to the Assets as heretofore operated.

    


    b. Absence
      of Claims.
      No
      claims have been asserted by any person or entity for the use of the
      Intellectual Property Rights, and Seller does not know of any valid basis for
      any such claim. The use of the Intellectual Property Rights by the Seller does
      not infringe on or misappropriate the patent, trademark, copyright, trade secret
      or other intellectual property or ownership rights of any third
      party.

    


    4.10 Adequacy
      of Technical Documentation.
      The
      Technical Documentation includes all documentation used in the Business as
      well
      as any pertinent commentary or explanation that may be necessary to render
      such
      materials understandable and usable by trained personnel in the life sciences
      diagnostic industry.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    4.11 Assigned
      Contracts.
      The
      Assigned Contracts listed in Schedule 1.1 constitute the material contracts,
      agreements, licenses, and other commitments and arrangements necessary or
      advisable for the conduct of the Business and use of the Assets as previously
      conducted and used, and an accurate and complete copy of each of the Assigned
      Contracts has been supplied to Buyer. Each Assigned Contract, including the
      License: (i) sets forth the entire agreement and understanding between Seller
      and the other parties thereto; and (ii) is valid, binding and in full force
      and
      effect, and there is no event which has occurred or exists, which constitutes
      or
      which, with notice, the happening of any event (including the sale of the
      Assets) and/or the passage of time would constitute a default or breach under
      any such Assigned Contract by Seller, or, to Seller’s knowledge, any other party
      thereto, or would cause the acceleration of any obligation of any party thereto
      or give rise to any right of termination or cancellation thereof. Seller has
      no
      actual knowledge or any reason to believe that any party to an Assigned Contract
      will not fulfill its obligations thereunder. Seller has fulfilled, and has
      taken
      all action necessary to enable it to fulfill when due, all of its obligations
      under each of the Assigned Contracts. No notice of any claim or default under
      any of the Assigned Contracts, including the License, has been given to or
      received by Seller. As of the date hereof, no amounts are due and owing by
      Seller to any of the other parties under the License or other Assigned
      Contracts. 

    


    4.12 Employees.
      Buyer
      shall have the right, but no obligation, to offer employment to any former
      employees of Seller; there are no plans in effect or commitments for group
      health insurance, group life insurance, profit-sharing, pension or retirement
      or
      any other plans or benefits to which any of Seller’s employees may be entitled
      or which, as a result of the purchase contemplated by this Agreement, Buyer
      will
      be responsible to assume.

    


    4.13 Third-Party
      Interests or Marketing Rights in Licenses.
      Seller
      has not granted, transferred, or assigned any right or interest in the License,
      the other Assigned Contracts, the Technical Documentation, or any other of
      the
      Intellectual Property Rights to any person or entity. There are no contracts,
      agreements, licenses, and other commitments and arrangements in effect with
      respect to the development, marketing, distribution, licensing, or promotion
      of
      the Assets, Business, the Technical Documentation, or the Intellectual Property
      Rights by any independent contractor, distributor, sublicensor, or other
      remarketer or sales organization.

    4.14 Adequacy
      of Authorizations; Compliance with Laws.
      The
      Authorizations constitute all approvals, authorizations, certifications,
      consents, variances, permissions, licenses, or permits to or from, or filings,
      notices, or recordings to or with, federal, state, or local governmental
      authorities that are required for the ownership and use of the Assets and the
      conduct of the Business as operated by Seller under federal, state and local
      law, regulation, ordinance, governmental restriction, and any applicable order,
      judgment, or decree. Seller is in compliance with all terms and conditions
      of
      such required Authorizations. All of the Authorizations are in full force and
      effect, and no suspension or cancellation of any of them is being threatened,
      nor will any of the Authorizations be affected by the consummation of the
      transactions described in this Agreement, except to the extent any such
      Authorizations are transferable only upon receipt of Required Contract Consents.
      Seller is in compliance with all other applicable limitations, restrictions,
      conditions, standards, prohibitions, requirements, obligations, schedules,
      and
      timetables contained in any law, regulation, rule or ordinance, order, decree,
      judgment, notice, or demand letter issued, entered, promulgated, or approved
      thereunder relating to or affecting the Business or the Assets.

    


    4.15 Broker's
      or Finder's Fees.
      Seller
      has not authorized any person to act as broker or finder or in any other similar
      capacity in connection with the transactions contemplated by this Agreement
      in
      any manner that may or will impose liability on Buyer, other than H. Donlon
      Skerrett, who shall be paid the finders fee referenced in Section 3.2
      hereof.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    4.16 Disclosure.
      No
      representation, warranty, or statement made by Seller in this Agreement contains
      or will contain any untrue statement or omits or will omit to state any material
      fact necessary to make the statements contained herein or therein not
      misleading. 

    


    ARTICLE
      V

    


    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      hereby represents and warrants to Seller as follows:

    


    5.1 Organization.
      Buyer
      is a limited liability company validly existing and in good standing under
      the
      laws of the Commonwealth of Pennsylvania. 

    


    5.2 Power
      and Authority.
      Buyer
      has the requisite power and authority to conduct its business and to own and
      lease its properties and assets and to execute, deliver, and perform this
      Agreement and the other agreements and instruments to be executed and delivered
      by it in connection with the transactions contemplated hereby and thereby.
      Buyer
      has taken all necessary corporate action to authorize the execution and delivery
      of this Agreement and such other agreements and instruments and the consummation
      of the transactions contemplated hereby and thereby. This Agreement is, and,
      when such other agreements and instruments are executed and delivered, the
      other
      agreements and instruments to be executed and delivered by Buyer in connection
      with the transactions contemplated hereby and thereby shall be, the legal,
      valid, and binding obligation of Buyer, enforceable in accordance with their
      terms.

    


    5.3 Broker's
      or Finder's Fees.
      Buyer
      has not authorized any person to act as broker, finder, or in any other similar
      capacity in connection with the transactions contemplated by this Agreement
      in
      any manner that may or will impose liability on Seller.

    


    5.4 No
      Conflict.
      Neither
      the execution and delivery by Buyer of this Agreement and of the other
      agreements and instruments to be executed and delivered by Buyer in connection
      with the transactions contemplated hereby or thereby, nor the consummation
      by
      Buyer of the transactions contemplated hereby or thereby, will violate or
      conflict with (1) to Buyer’s knowledge any federal, state, or local law,
      regulation, ordinance, governmental restriction, order, judgment, or decree
      applicable to Buyer, or (2) any provision of any governing or organizational
      instrument of Buyer.

    


    ARTICLE
      VI

    


    CONDITIONS
      TO SELLER'S OBLIGATIONS

    


    Each
      of
      the obligations of Seller to be performed hereunder shall be subject to the
      satisfaction (or waiver by Seller) at or prior to the Closing Date of each
      of
      the following conditions:

    


    6.1 Representations
      and Warranties True at Closing Date.
      Buyer's
      representations and warranties contained in this Agreement shall be true and
      correct on and as of the Closing Date with the same force and effect as though
      made on and as of such date; Buyer shall have complied with the covenants and
      agreements set forth herein to be performed by it on or before the Closing
      Date;
      and Buyer shall have delivered to Seller a certificate dated the Closing Date
      and signed by a duly authorized officer of Buyer to all such
      effects.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    ARTICLE
      VII

    


    CONDITIONS
      TO BUYER'S OBLIGATIONS

    


    Each
      of
      the obligations of Buyer to be performed hereunder shall be subject to the
      satisfaction (or the waiver by Buyer) at or prior to the Closing Date of each
      of
      the following conditions:

    


    7.1 Representations
      and Warranties True at Closing Date.
      Seller's representations and warranties contained in this Agreement shall be
      true on and as of the Closing Date with the same force and effect as though
      made
      on and as of such date; Seller shall have complied with the covenants and
      agreements set forth herein to be performed by it on or before the Closing
      Date;
      and Seller shall have delivered to Buyer a certificate dated the Closing Date
      and signed by a duly authorized officer of Seller to all such
      effects.

    


    7.2 Consents.
      All
      Required Contract Consents shall have been obtained.

    


    7.3 No
      Litigation.
      No
      Litigation shall be threatened or pending against Buyer or Seller before any
      court or governmental agency that, in the reasonable opinion of counsel for
      Buyer, is likely to result in the restraint or prohibition of any such party,
      or
      the obtaining of material damages or other relief from such party, in connection
      with this Agreement, the consummation of the transactions contemplated hereby
      or
      the Assets to be purchased hereunder.

    


    7.4
       Documents
      Satisfactory in Form and Substance.
      All
      agreements, certificates, and other documents delivered by Buyer to Seller
      hereunder shall be in form and substance satisfactory to counsel for Seller,
      in
      the exercise of such counsel's reasonable judgment.

    


    ARTICLE
      VIII

    


    CLOSING

    


    8.1 Closing.
      The
      closing of the purchase and sale of the Assets ("Closing") shall take place
      in
      person or by phone and fax at 12:00 p.m. Eastern Time on August 4, 2005, or
      on
      such other time, date, and place as the parties may agree (the "Closing
      Date").

    


    8.2
       Actions
      at Closing.
      At
      Closing, Buyer and Seller shall take the following actions, in addition to
      such
      other actions as may otherwise be required under this Agreement:

    


    a.
      Copies
      of Consents.
      Seller
      shall deliver to Buyer copies of all Required Consents.

    


    b.
      Conveyance
      Instruments.
      Seller
      shall deliver to Buyer the Bill of Sale, the Assignment and Assumption
      Agreement, assignments and such other instruments of conveyance and transfer
      as
      Buyer may reasonably request to effect the transfer and assignment to Buyer
      of
      the Assets.

    


    c.
      Certificates.
      Each
      party shall deliver the certificates required under Section 6.1 and 7.1,
      respectively, as to the accuracy of the representations and warranties contained
      herein, the compliance with the covenants and agreements contained herein,
      and
      the satisfaction of the conditions to Closing contained herein, as well as
      a
      Secretary’s Certificate with incumbency certifying as to organizational
      documents and authorizing resolutions of each party.

    


    8.3
       Further
      Assurances.
      At and
      after the Closing, without further consideration, Seller shall take all such
      other action and shall procure or execute, acknowledge, and deliver all such
      further certificates, conveyance instruments, consents, and other documents
      as
      Buyer or its counsel may reasonably request to vest in Buyer, and perfect
      Buyer's right, title and interest in, and enjoyment of, the Assets and the
      Business, including without limitation sending any necessary documentation
      to
      the Food and Drug Administration in order to transfer the IND into the name
      of
      Buyer or the Patent and Trademark Office in order to complete the assignment
      of
      any Intellectual Property rights being or intended to be assigned hereunder,
      and
      co-signing joint letters with Buyer to send to material vendors and other
      parties relevant to the Business to notify them of the sale of
      Assets.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    ARTICLE
      IX

    


    INDEMNITY

    


    9.1 Indemnification
      by Seller.
      Seller
      shall indemnify, defend, and hold harmless Buyer and its respective successors
      and assigns and the directors, officers, employees, and agents of each at,
      and
      at any time after (subject to the limitations herein), the Closing, from and
      against any and all demands, claims, actions, or causes of action, assessments,
      losses, damages, liabilities, costs, and expenses, including reasonable fees
      and
      expenses of counsel, other expenses of investigation, handling, and litigation,
      and settlement amounts, together with interest and penalties (collectively,
      a
      "Loss" or "Losses"), asserted against, imposed upon, or incurred by the Buyer,
      to the extent caused by, resulting from, or arising out of any of the
      following:

    


    a.
      Breach
      of Representations, Warranties, Covenants or Obligations.
      Any
      breach of any representation, warranty, covenant or obligation of Seller
      contained in or made pursuant to this Agreement, including the agreements and
      other instruments contemplated hereby.

    


    b.
      Operation
      of Business and use of Assets.
      Any
      liabilities or obligations of Seller of any kind or nature whatsoever, whether
      accrued, absolute, contingent, or otherwise, known or unknown, arising out
      of or
      in connection with the operation of the Business or the ownership or use of
      the
      Assets, or Seller’s or its affiliates’ assets or business generally, prior to
      the Closing Date.

    


    c.
      Failure
      to Obtain Consents.
      Any
      failure to obtain the Required Contract Consents.

    


    d.
      Claims.
      Any of
      the matters listed in Schedule 4.3 or other claims based upon operations of
      the
      Business prior to the Closing Date.

    


    e.
      Noncompliance
      with Bulk Sales Law.
      Any
      failure to comply with any "bulk sales" or similar laws relating to notices
      to
      creditors or taxing authorities.

    


    9.2 Indemnification
      by Buyer.
      Buyer
      shall indemnify, defend, and hold harmless Seller and its respective successors
      and assigns and the directors, officers, employees, and agents of each at,
      and
      at any time after (subject to the limitations herein), the Closing, from and
      against any and all Losses asserted against, imposed upon, or incurred by the
      Seller, to the extent arising from any of the following:

    


    a.
      Breach
      of Representations, Warranties, Covenants or Obligations.
      Any
      material breach of any representation, warranty, or obligation of Buyer
      contained in or made pursuant to this Agreement, including the agreements and
      other instruments contemplated hereby.

    


    b.
      Operation
      of Business and Use of Assets.
      Buyer’s
      operation of the Business and use of the Assets from and after the Closing
      Date,
      including the assumed liabilities.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    9.3
       Procedures
      for Indemnification. 

    


    a. Each
      indemnified party shall promptly give notice hereunder to the indemnifying
      party
      after becoming aware of any claim as to which recovery may be sought against
      the
      indemnifying party because of the indemnity in this Article IX, and, if such
      indemnity shall arise from
      the
      claim of a third party, shall permit the indemnifying party to assume the
      defense of any such claim and any litigation or other proceeding resulting
      from
      such claim; provided,
      that
      any indemnified party may, in any event, at its own expense, monitor and
      participate in, but not control, the defense of any such claim or litigation.
      Notwithstanding the foregoing, the right to indemnification hereunder shall
      not
      be affected by any failure of an indemnified party to give such notice (or
      by
      delay by an indemnified party in giving such notice) unless, and then only
      to
      the extent that, the rights and remedies of the indemnifying party shall have
      been prejudiced as a result of the failure to give, or delay in giving, such
      notice. The notice required hereunder shall specify the basis for the claim
      for
      indemnification to the extent ascertainable at the time of the notice. Failure
      by the indemnifying Party to notify an indemnified party of its election to
      defend any such claim or action by a third party within 30 days after notice
      thereof shall have been given to the indemnifying party shall be deemed a waiver
      by the indemnifying party of its right to defend such claim or
      action.

    


    b.
      The
      indemnifying party shall not, in the defense of such claim or any litigation
      resulting therefrom, consent to entry of any judgment (other than a judgment
      of
      dismissal on the merits without costs) or enter into any settlement, except
      with
      the written consent of the indemnified party, which consent shall not be
      unreasonably withheld, conditioned or delayed, which does not include as an
      unconditional term thereof the giving by the claimant or the plaintiff to the
      indemnified party a release from all liability in respect of such claim or
      litigation.

    


    c.
      If the
      indemnifying party shall not assume the defense of any such claim by a third
      party, or litigation resulting therefrom, after receipt of notice from the
      indemnified party, the indemnified party may defend against such claim or
      litigation in such manner as it deems appropriate.

    


    ARTICLE
      X

    


    CONFIDENTIALITY

    


    10.1 Confidentiality
      Obligation of Seller Following Closing.
      Following the Closing, except to the extent required to disclose by law,
      regulation, or a valid and effective subpoena or order issued by a court of
      competent jurisdiction or by a governmental body, Seller shall not disclose
      to
      any person without the prior written consent of Buyer, and not use in any manner
      whatsoever, except in order to defend any claim, any non-public, confidential
      business or technical information remaining in its possession concerning the
      Business or the Assets. Such confidential information specifically includes
      all
      Technical Documentation pertaining to the Assets and the Business, including
      any
      proposed design and specifications for future products and products in
      development, marketing plans, and all other technical and business information
      concerning the Assets and the Business. Promptly following Closing, Seller
      shall
      surrender to Buyer all materials remaining in its possession containing any
      such
      confidential information, including all copies, extracts, adaptations, and
      transcriptions thereof.

    


    10.2  Scope
      of Confidential Information.
      For
      purposes of this Agreement, information shall not be deemed confidential (1)
      if
      such information is available from public sources; (2) if such information
      is
      received from a third party not under an obligation to keep such information
      confidential; or (3) if such information can be shown to have been independently
      developed by the recipient.

    


    
      
         

      

      
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    ARTICLE
      XI

    


    MISCELLANEOUS

    


    11.1 Entire
      Agreement.
      This
      Agreement (including the Schedules), and the other certificates, agreements
      and
      instruments to be executed and delivered by the parties in connection with
      the
      transactions contemplated hereby, constitutes the sole understanding of the
      parties with respect to the subject matter hereof. No amendment, modification
      or
      alteration of the terms or provisions of this Agreement shall be binding unless
      the same shall be in writing and duly executed by the parties
      hereto.

    


    11.2 Parties
      Bound by Agreement; Successors and Assigns.
      The
      terms, conditions and obligations of this Agreement shall inure to the benefit
      of and be binding upon the parties hereto and the respective successors and
      assigns thereof. Without the prior written consent of the other party, Buyer
      may
      assign its rights, duties, or obligations hereunder or any part thereof to
      any
      other person or entity, who shall thereupon become Buyer, provided that at
      the
      time of such assignment Buyer unconditionally and irrevocably guarantees the
      payment and performance of any duties or obligations so assigned.

    


    11.3 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original and all of which shall constitute
      one
      and the same instrument.

    


    11.4 Headings.
      The
      headings of Articles and Sections of this Agreement are inserted for convenience
      only and shall not be deemed to constitute part of this Agreement or to affect
      the construction hereof.

    


    11.5 Modification
      and Waiver.
      Any of
      the terms or conditions of this Agreement may be waived in writing at any time
      by the party that is entitled to the benefits thereof. No waiver of any of
      the
      provisions of this Agreement shall be deemed to be or shall constitute a waiver
      of any other provision hereof (whether or not similar).

    


    11.6 Expenses.
      Seller
      and Buyer shall each pay all costs and expenses incurred by it or on its behalf
      in connection with this Agreement and the transactions contemplated hereby,
      including fees and expenses of its own financial consultants, accountants,
      and
      counsel. 

    


    11.7 Notices.
      Any
      notice, request, instruction, or other document to be given hereunder by any
      party hereto to any other party hereto shall be in writing and delivered
      personally or sent by registered or certified mail, postage prepaid, to a Party
      as follows:

    


               
      
        	
                if
                  to Seller

                 

                Imcor
                  Pharmaceutical Co.

                P.O.
                  Box 2389

                La
                  Jolla, CA 92037

                Attn:
                  Jack DeFranco

              	
                if to Buyer to:

                 

                NanoScan Imaging, LLC

                2250 Berks Road

                Lansdale, PA 19446

                Attn: H. Donlon
                  Skerrett

              


      

    

     

    or
      at
      such other address for a party as shall be specified by like notice. Any notice
      that is delivered personally in the manner provided herein shall 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). Any notice that is addressed
      and mailed in the manner herein provided shall 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 business day after the day it is
      so
      placed in the mail.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    11.8 Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the internal
      laws of the Commonwealth of Pennsylvania without giving effect to the principles
      of conflicts of law thereof..
      The
      parties hereby irrevocably agree to submit to the exclusive jurisdiction of
      the
      Court of Common Pleas of Montgomery County, Pennsylvania or the Federal District
      Court of the Third Circuit in Eastern Pennsylvania.

    


    11.9 Public
      Announcements.
      Seller
      and Buyer shall consult with each other before issuing any 

    press
      releases or otherwise making any public statements with respect to this
      Agreement and the transactions contemplated hereby. Neither Seller nor Buyer
      shall issue any such press release or make any public statement without the
      agreement of the other Party, except as such Party's counsel advises in writing
      may be required by law, including but not limited to Seller’s obligation to
      disclose this Agreement in a Form 8-K.

    


    11.10 Survival.
      All
      covenants, agreements, representations and warranties made

    herein
      shall survive the execution and delivery of this Agreement and the
      Closing.

    


    IN
      WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be
      executed on its behalf by its duly authorized representative on the date first
      set forth above.

    


    
      	IMCOR PHARMACEUTICAL CO. 	 	 	NANOSCAN IMAGING, LLC
	 	 	 	 
	/s/ Jack
              DeFranco	 	 	/s/ H.
              Donlon Skerrett
	
              

              Name:
                Jack DeFranco

              Title: Chief Operating Officer

            	 	 	
              
                

              

              Name: H. Donlon Skerrett

              Title: Chief Executive
                Officer

            


    

     

    
      
         

      

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