Exhibit 10.36

ASSET PURCHASE AGREEMENT

By and Among

CRAIG J. BERRY,

KIM R. BERRY,

DERMAL SCIENCES, INC.

and

ACUPAC PACKAGING, INC.

September 6, 2001

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TABLE OF CONTENTS

|                                                                |      |                                                       | Page
|--------------------------------------------------------------- | ---- | ----------------------------------------------------- | ----
|ARTICLE I GENERAL                                               |      | 1                                                    
|                                                                | 1.1  | Purchase of Assets                                    |     
|                                                                | 1.2  | Excluded Assets.                                      |     
|                                                                | 1.3  | Liabilities Assumed by Purchaser                      |     
|                                                                | 1.4  | Excluded Liabilities                                  |     
|                                                                | 1.5  | Purchase Price and Payment Terms                      |     
|                                                                | 1.6  | Allocation of Purchase Price                          |     
|                                                                | 1.7  | Adjustments to Purchase Prices                        |     
|                                                                | 1.8  | Earn-Out payment                                      |     
|                                                                | 1.9  | Set-off and Escrow                                    |     
|                                                                | 1.10 | Taxes                                                 |     
|ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY |      | 6                                                    
|                                                                | 2.1  | Organization                                          |     
|                                                                | 2.2  | Authorization                                         |     
|                                                                | 2.3  | No Conflict.                                          |     
|                                                                | 2.4  | Financial Statements.                                 |     
|                                                                | 2.5  | Absence of Certain Facts or Events.                   |     
|                                                                | 2.6  | Property, Leases and Liens.                           |     
|                                                                | 2.7  | Contracts and Commitments.                            |     
|                                                                | 2.8  | Permits and Authorizations.                           |     
|                                                                | 2.9  | No Violations.                                        |     
|                                                                | 2.10 | Proceedings.                                          |     
|                                                                | 2.11 | Insurance.                                            |     
|                                                                | 2.12 | Proprietary Information and Rights.                   |     
|                                                                | 2.13 | Employee Benefits.                                    |     
|                                                                | 2.14 | Employment Laws.                                      |     
|                                                                | 2.15 | Environmental Laws.                                   |     
|                                                                | 2.16 | Taxes.                                                |     
|                                                                | 2.17 | Accounts Receivable.                                  |     
|                                                                | 2.18 | Customers and Suppliers.                              |     
|                                                                | 2.19 | Inventories.                                          |     
|                                                                | 2.20 | Warranties.                                           |     
|                                                                | 2.21 | Delivery of Documents.                                |     
|                                                                | 2.22 | No Finders or Brokers.                                |     
|ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER         |      | 14                                                   
|                                                                | 3.1  | Organization.                                         |     
|                                                                | 3.2  | Authorization.                                        |     
|                                                                | 3.3  | No Conflict.                                          |     
|                                                                | 3.4  | No Finders or Brokers.                                |     
|ARTICLE IV COVENANTS                                            |      | 14                                                   
|                                                                | 4.1  | Confidentiality.                                      |     
|                                                                | 4.2  | Fulfillment of Conditions.                            |     
|                                                                | 4.3  | Post-Closing Access by Seller.                        |     
|                                                                | 4.4  | Transition Period.                                    |     
|                                                                | 4.5  | Retained Employees.                                   |     
|                                                                | 4.6  | Amendment to Certificate of Incorporation of Company. |     

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|                                                     | 4.7                                                                | Further Assurances.                                                         |    | 16
|---------------------------------------------------- | ------------------------------------------------------------------ | --------------------------------------------------------------------------- | -- | --
|                                                     | 4.8                                                                | Management Equity Purchase.                                                 |    | 16
|                                                     | 4.9                                                                | Reimbursement for Facility Lease.                                           |    | 16
|ARTICLE V CONDITIONS OF CLOSING                      |                                                                    | 16                                                                         
|                                                     | 5.1                                                                | Conditions of Obligations of Purchaser.                                     |    | 16
|                                                     |                                                                    | (a)    Representations and Warranties; Performance of Obligations.          |    | 16
|                                                     | (b)    Certificate and Deliveries by Seller.                       |                                                                             | 17
|                                                     | (c)    No Injunction.                                              |                                                                             | 17
|                                                     | (d)    Financing.                                                  |                                                                             | 17
|                                                     | (e)    Other Consents.                                             |                                                                             | 17
|                                                     | (f)    Instruments of Transfer.                                    |                                                                             | 17
|                                                     | (g)    Employment and Non-Competition Agreement.                   |                                                                             | 17
|                                                     | (h)    Opinion of Counsel to Seller and Company.                   |                                                                             | 17
|                                                     | (i)    Due Diligence.                                              |                                                                             | 17
|                                                     | (j)    No Material Adverse Change.                                 |                                                                             | 17
|                                                     | (k)    Schedules.                                                  |                                                                             | 17
|                                                     | (l)    Escrow.                                                     |                                                                             | 17
|                                                     | 5.2                                                                | Conditions of Obligations of Seller.                                        |    | 17
|                                                     | (a)    Representations and Warranties; Performance of Obligations. |                                                                             | 17
|                                                     | (b)    Certification by Purchaser.                                 |                                                                             | 18
|                                                     | (c)    No Injunction.                                              |                                                                             | 18
|                                                     | (d)    Ancillary Documents.                                        |                                                                             | 18
|                                                     | (e)    Opinion of Counsel to Purchaser.                            |                                                                             | 18
|                                                     | (f)    Purchase Price.                                             |                                                                             | 18
|ARTICLE VI CLOSING DATE AND TERMINATION OF AGREEMENT |                                                                    | 18                                                                         
|                                                     | 6.1                                                                | Closing Date                                                                |    | 18
|                                                     | 6.2                                                                | Termination of Agreement                                                    |    | 18
|                                                     | 6.3                                                                | Effect of Termination                                                       |    | 18
|ARTICLE VII INDEMNIFICATION                          |                                                                    | 19                                                                         
|                                                     | 7.1                                                                | Indemnification by Seller.                                                  |    | 19
|                                                     | 7.2                                                                | Indemnification by Purchaser.                                               |    | 20
|                                                     | 7.3                                                                | Indemnity for Taxes, Environmental Matters, and Patent Infringement Claims. |    | 20
|                                                     | 7.4                                                                | Survival of Representations and Warranties; Reliance.                       |    | 21
|                                                     | 7.5                                                                | Payments from Escrow.                                                       |    | 21
|                                                     | 7.6                                                                | Indemnification Exclusive.                                                  |    | 21
|ARTICLE VIII MISCELLANEOUS                           |                                                                    | 21                                                                         
|                                                     | 8.1                                                                | Further Actions.                                                            |    | 21
|                                                     | 8.2                                                                | Expenses.                                                                   |    | 22
|                                                     | 8.3                                                                | Entire Agreement.                                                           |    | 22
|                                                     | 8.4                                                                | Descriptive Headings.                                                       |    | 22
|                                                     | 8.5                                                                | Notices.                                                                    |    | 22
|                                                     | 8.6                                                                | Governing Law.                                                              |    | 22
|                                                     | 8.7                                                                | Assignability.                                                              |    | 23
|                                                     | 8.8                                                                | Waivers and Amendments.                                                     |    | 23
|                                                     | 8.9                                                                | Third Party Rights.                                                         |    | 23
|                                                     | 8.10                                                               | Public Announcements.                                                       |    | 23
|                                                     | 8.11                                                               | Counterparts.                                                               |    | 23

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|APPENDIX ADefinitions  |  |  
|----------------------- |  | -
|Affiliate               |  | 1
|Business Day            |  | 1
|Affiliate               |  | 1
|Encumbrance             |  | 1
|Funded debt             |  | 1
|GAAP                    |  | 1
|Governmental Entity     |  | 1
|Indebtedness            |  | 1
|Independent accountants |  | 1
|Knowledge               |  | 1
|Material Adverse Effect |  | 1
|Person                  |  | 1
|Purchaser's Accountants |  | 1
|Seller's Accountants    |  | 1
|Subsidiary              |  | 2
|Tax                     |  | 2
|Other Definitions       |  | 2

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is dated as of September 6, 2001 (this "Agreement") by and among ACUPAC PACKAGING, INC., a New Jersey corporation
("Purchaser"), CRAIG J. BERRY, KIM R. BERRY, and DERMAL SCIENCES, INC., a Delaware corporation ("Company"; collectively with Kim and Craig Berry, the "Sellers"). Capitalized terms not otherwise
defined in this Agreement are used as defined in Appendix A hereto.

W I T N E S S E T H:

WHEREAS, Company is engaged in the business of providing manufacturing and packaging services with respect to certain cosmetic and pharmaceutical patches, and
other related services (the "Business");

WHEREAS,
Company and Purchaser have previously entered into a separate joint marketing arrangement in April 2001 (the "Marketing Agreement"), pursuant to which Purchaser gave
Company a deposit of Five Hundred Thousand Dollars ($500,000)(the "Marketing Deposit");

WHEREAS,
the Marketing Agreement provides that the Marketing Deposit shall be credited against the purchase price paid by Purchaser at the closing of the transactions contemplated by
this Agreement, at which time the Marketing Agreement shall terminate;

WHEREAS,
Sellers desire to sell to Purchaser, and Purchaser desires to acquire from Sellers, substantially all of the assets of the Business, including assets of Company and certain
assets owned by Craig and Kim Berry for the benefit of Company in connection with the Business, upon the terms and conditions set forth below;

WHEREAS,
Sellers expect to benefit from the consummation of the transactions contemplated hereby and, to induce Purchaser to enter into this Agreement, and hereby agrees to be bound by
the terms and provisions in this Agreement.

NOW,
THEREFORE, in consideration of the mutual benefits to be derived, and the representations, warranties, conditions and promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I        GENERAL

1.1Purchase of Assets.On the Closing Date (as defined below), subject to and upon the terms and conditions
contained herein, Sellers shall sell, transfer, convey, assign and deliver to Purchaser and Purchaser shall purchase and acquire from Sellers, free and clear of all Encumbrances (except those assets
which are encumbered pursuant to a lease), good, valid and marketable title in and to all of the assets of the Business (except for the Excluded Assets (as hereinafter defined)), including without
limitation, the assets, properties and rights used in or for the Business or necessary to operate the Business, wherever located and whether or not reflected on Company's books and records, including
without limitation the assets described below (collectively, the "Purchased Assets"):



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1.2Excluded Assets.Sellers are not selling, assigning, transferring or conveying to Purchaser and Purchaser is
not purchasing the cash of the Business, shareholder or employee receivables, or any other asset set forth on Schedule 1.2 (the "Excluded Assets").

1.3Liabilities Assumed by Purchaser.Upon the terms and subject to the conditions of this Agreement, and in
reliance on the representations, warranties, covenants and agreements made by Sellers herein,
effective as of the Closing Date, Purchaser shall assume and be obligated pursuant to this Agreement to pay when due, perform, or discharge only the debts, claims, liabilities, obligations, and
expenses described on Schedule 1.3, including the following (collectively, the "Assumed Liabilities"):



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1.4Excluded Liabilities.Except as set forth in Section 1.3 or any other express provision of this
Agreement, Purchaser shall not assume or otherwise become obligated pursuant to this Agreement to pay when due, perform or discharge any debts claims, liabilities, obligations, damages or expenses of
the Sellers or the Business, whether known or unknown, contingent or absolute, arising on or prior to the Closing Date, including but not limited to (i) liability for any Taxes of the Business
relating to periods ended on or prior to the Closing Date, including without limitation withholding taxes; (ii) liabilities arising out of or relating to the Assumed Contracts relating to
periods ended on or prior to the Closing Date; (iii) product liability or warranty claims relating to products sold on or prior to the Closing Date; (iv) accrued liabilities of Company
relating to its employees, including but not limited to
accrued salaries and vacation pay; (v) liabilities arising out of or relating to Company's employment practices; (vi) the trade payables specifically described on
Schedule 1.4; and (vii) any other obligation relating to or arising out of the operation of the Business, or the Purchased Assets, on or prior to the Closing
Date (the "Excluded Liabilities").

1.5Purchase Price and Payment Terms.



1.6Allocation of Purchase Price.The Purchase Price shall be allocated among the Purchased Assets as set forth
on Schedule 1.6 hereto. Each party agrees that it will not in its tax returns or elsewhere take a position inconsistent with the purchase price allocations provided
for in this Section (the "Allocations").

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1.7Adjustments to Purchase Price.



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1.8Earn-Out Payment.Sellers shall be entitled to an additional payment (the "Earn-Out
Payment") of up to $750,000 based upon Fill Fees and the Gross Profit Ratio for the years 2002, 2003 and 2004. The Earn-Out Payment shall be computed and paid as described on
Exhibit 2. Within thirty (30) days of the delivery of audited financial statements for Purchaser and its subsidiaries for each of the years ended
December 31, 2002, 2003 and 2004, Purchaser shall deliver to Sellers a computation of the Earn-Out Payment. If Sellers accept such computation, they shall notify Purchaser in
writing and Purchaser shall pay the Earn-Out Payment within five (5) Business Days of receipt of Sellers' acceptance, by wire transfer to such account(s) as Sellers shall identify
in the notice of acceptance. If Sellers dispute such computation, they shall notify Purchaser in writing and the procedures in Section 1.7(d) shall be followed. Purchaser shall pay the
Earn-Out Payments, if any, upon final determination of the Earn-out Payments. Any date on which Purchaser shall pay Sellers an Earn-Out Payment, as determined in
accordance with this Section 1.8, shall be a "Payment Date".

1.9Set-off and Escrow.Purchaser may set off against the Earn-Out Payment, if any, any
unpaid amounts due Purchaser pursuant to Section 1.7 or any amounts due pursuant to Article 7. In addition, on the Closing Date, Purchaser shall be held to pay to Robert W. Baird and Co.
(the "Escrow Agent") the sum of Four Hundred Thousand Dollars ($400,000) (the "Escrow Deposit") which shall secure the payment by Sellers of any adjustments due Purchaser under Section 1.7 and
the indemnity obligations of Sellers under Article 7 and shall be held and released as provided in an escrow agreement, a form of which is attached hereto as
Exhibit 3 (the "Escrow Agreement"). The Escrow Agreement shall provide,
among other things, that amounts held in escrow shall be released on the second anniversary of the Closing Date to the extent not needed to satisfy claims pending on such date.

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1.10Taxes.Purchaser will pay all sales and use taxes and transfer taxes, if any, applicable to the transfer of
the Purchased Assets and the assumption of the Assumed Liabilities provided for by this Agreement. Purchaser, on the one hand, and Sellers, on the other hand, shall each pay their respective portions,
prorated as of the Closing Date, of state and local real and personal property taxes with respect to the Purchased Assets.

ARTICLE II        REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers, other than Kim Berry, hereby jointly and severally represent and warrant to Purchaser as follows (provided that Kim Berry shall also make the
representations and warranties in Sections 2.2, 2.3, individually and with respect to herself only, and in 2.12, jointly and severally with the other Sellers, only with respect to the patent
application that she jointly owns with Craig Berry):

2.1Organization.Company is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has the corporate power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets. Company has made a valid
election under Subchapter S of the Internal Revenue Code of 1986, as amended (the "Code"). Company is duly qualified to do business as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is necessary under the applicable law as a result of its conduct of its business, and where the failure to be so qualified would have a Material Adverse
Effect. Company has no Subsidiaries.

2.2Authorization.The execution and delivery of this Agreement by Company and the performance of its
obligations hereunder have been duly authorized by the directors and the stockholder of Company and no other corporate action or approval by Company is necessary for the execution, delivery or
performance of this Agreement by Company. This Agreement has been duly executed and delivered by Sellers and is a valid and binding obligation of Sellers, enforceable against each of them in
accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to
or limiting creditors' rights generally and (b) general principles of equity (whether considered in an action in equity or at law).

2.3No Conflict.Neither the execution and delivery of this Agreement by any Seller nor the consummation of the
transactions contemplated hereunder nor the fulfillment by any Seller of any of its terms will, except as described on Schedule 2.3:



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Except
for this Agreement, no Seller has any legal obligation, absolute or contingent, to any other Person to sell any capital stock, the business, or substantially all of the assets of Company or to
effect any merger, consolidation or other reorganization of Company or to enter into any agreement with respect thereto.

2.4Financial Statements.



2.5Absence of Certain Facts or Events.Except as listed on Schedule 2.5,
since December 31, 2000 there has not been:



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2.6Property, Leases and Liens.



2.7Contracts and Commitments.



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2.8Permits and Authorizations.



2.9No Violations.



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2.10Proceedings.



2.11Insurance.Schedule 2.11 lists all insurance policies owned or
maintained by Company, or by any Seller for the benefit of Company, and relating to the Business or the Purchased Assets. Such policies are not Purchased Assets. Each such insurance policy is or was
in full force and effect during the period(s) of coverage indicated on Schedule 2.11.

2.12Proprietary Information and Rights.Schedule 2.12 hereto accurately
lists all patents, patent applications, patent and know-how licenses, proprietary formulae, trademarks, service marks, trademark registrations and applications, trade names, fictitious
business names, computer software, internet domain names, and other intellectual property rights (collectively, "Business Rights") used, or intended for use, by Company in connection with the
Business. Schedule 2.12 discloses the identity of each other person which, owns any right, title or interest in and to the Business Rights. No Business Rights
conflict with, infringe on or otherwise violate any rights of others, or require payments to be made to any Person, or are subject to any pending or overtly threatened litigation or other adverse
claims or infringement by other Persons, except as set forth in Schedule 2.10 or Schedule 2.12. There has been no written, or to
the knowledge of any Seller, other claim of infringement by Company of any domestic or foreign patents, trademarks, service marks or copyrights of any other Person.

2.13Employee Benefits.



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2.14Employment Laws.Except as shown on Schedule 2.14:



2.15Environmental Laws.



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2.16Taxes.Except as set forth in Schedule 2.16 hereto, all federal, state,
foreign and local tax returns and tax reports (including information returns) required to be filed by Company have been filed with the appropriate Governmental Entities in all jurisdictions in which
such returns and reports are required to be filed, and all such returns and reports are, in all material respects, complete,

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accurate and in accordance with all legal requirements applicable thereto; all federal, state, foreign and material local income, profits, franchise, sales, use, occupation, property, excise,
withholding and other taxes, duties, charges and assessments (including interest and penalties) due from Company, have been
fully paid or adequately provided for on the books and financial statements of Company in accordance with GAAP or are disclosed on Schedule 2.16 and are being
contested in good faith by appropriate proceedings; the Company has not received any written notice or inquiry from the Internal Revenue Service or any other taxing authority in connection with any of
the returns and reports referred to in the foregoing clause (i) of any pending or threatened examination or audit which, individually or in the aggregate, if adversely decided against Company
would reasonably be likely to have a Material Adverse Effect; no waivers of statutes of limitation have been given or requested with respect to Company, the federal and state tax returns of Company
have been examined (or are no longer subject to examination) by the appropriate agency for all periods prior to and including the dates set forth on Schedule 2.16
for each category of tax return, and deficiencies asserted or assessments made as a result of examination by any taxing authorities have been fully paid or fully reflected on the books of Company.
Company has not made an election under Section 341(f) of the Code.

2.17Accounts Receivable.The Accounts Receivable were earned by performance in the ordinary course of business
and, except as set forth on Schedule 2.17, are not subject to any material dispute.

2.18Customers and Suppliers.Schedule 2.18 discloses, as of
December 31, 1999, and December 31, 2000 the identity of each of Company's ten (10) largest Customers for the fiscal years then ended, and the amounts receivable from each such
customer at the respective dates, and also discloses, as of August 15, 2001, the year-to-date sales for each Customer identified on
Schedule 2.18, and the amount owing from such customer on such date. Except as disclosed on Schedule 2.18, Company has not
received any written or, to the best knowledge of any Seller, any other notice that any Customer identified on Schedule 2.18 expects or intends that its future
purchases from Company, as compared to its purchases in the year ended December 31, 2000, will decrease in any material respects.

2.19Inventories.The inventories reflected on the Financial Statements, and thereafter acquired by Company
through the Closing Date, taken as a whole, are in all material respects of a quality and quantity usable in the normal course of the business of Company. The values at which such inventories are
carried on the Financial Statements reflect the normal inventory valuation policy of Company stating inventories at the lower of cost (on a first-in, first-out basis) or
market. Schedule 2.19 lists all inventories of raw materials, finished goods, packaging supplies or ingredients owned or in the custody of Company ("Inventory")
and, with respect to Inventory owned by or held for the account of a customer, identifies such customer and Inventory in reasonable detail, and specifies the location of such Inventory.
Schedule 2.19 also identifies all Inventory that as of August 31, 2001 is more than 60 days old and is not allocated to an existing customer order
requiring delivery within 90 days.

2.20Warranties.Schedule 2.20 contains a copy of the Company's written
warranty terms to its customers. Except as set forth on Schedule 2.20, Company has not given or made any other written or, to the knowledge of Sellers, oral
warranties to any Person with respect to any products sold or services performed. Sellers have no written or, to their knowledge, other notice of a claim against Company, whether or not fully covered
by insurance, for liability on account of products liability or on account of any express or implied warranty, except for warranty obligations and returns in the ordinary course of business consistent
with past practice for which appropriate reserves have been reflected in the Financial Statements.

2.21Delivery of Documents.Sellers have delivered to Purchaser true and correct copies of all documents, and
any and all amendments to any such documents, referred to in this Agreement or in any Schedule delivered to Purchaser pursuant to this Agreement.

2.22No Finders or Brokers.No Seller nor any of their respective Affiliates has entered into any agreement,
arrangement or understanding with any Person which could result in the obligation to pay any finder's fee, brokerage commission, advisory fee or similar payment in connection with the transactions
contemplated hereby.

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ARTICLE III        REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers as follows:

3.1Organization.Purchaser is a corporation duly organized, validly existing and in good standing under the
laws of the State of New Jersey, and has full corporate power and authority to perform this Agreement.

3.2Authorization.The execution and delivery of this Agreement by Purchaser and the performance of its
obligations hereunder have been duly authorized by the directors of Purchaser and no other corporate action or approval by Purchaser is necessary for the execution, delivery or performance of this
Agreement by Purchaser. This Agreement has been duly executed and delivered by Purchaser, and is a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights
generally, and general principles of equity (whether considered in an action in equity or at law).

3.3No Conflict.Neither the execution and delivery of this Agreement by Purchaser nor the consummation of the
transactions contemplated hereunder nor the fulfillment by Purchaser of any of its terms will, except as described in Schedule 3.3:



3.4No Finders or Brokers.Purchaser has not entered into any agreement, arrangement or understanding with any
Person which could result in the obligation to pay any finder's fee, brokerage commission, advisory fee or similar payment in connection with this Agreement or the transactions contemplated hereby,
except Stone Creek Capital and HarbourVest Partners, whose fees and expenses will be paid by Purchaser or its Affiliates.

ARTICLE IV        COVENANTS

4.1Confidentiality.



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4.2Fulfillment of Conditions.



4.3Post-Closing Access by Sellers.After the Closing, Purchaser shall cooperate with Sellers to the
extent reasonably requested by Sellers, and shall make available to Sellers all financial, insurance, tax and other information of Purchaser (including reasonable access to books and records)
regarding the Purchased Assets with respect to any fiscal period ending on or prior to the Closing Date to the extent reasonably required by Sellers in connection with (a) any audit or other
investigation by any taxing authority, (b) the prosecution or defense of any claims or related litigation that might give rise to indemnification payments hereunder or (c) the
preparation by Sellers of tax returns or any other reports or submissions to any Governmental Entity required to be made by Sellers; provided that such cooperation and availability of information do
not unreasonably interfere with the normal business of Purchaser and provided, further, that Seller reimburses Purchaser for any necessary third-party expenses reasonably incurred to provide such
information.

4.4Transition Period.Sellers will cooperate with Purchaser in all reasonable respects to relocate the
Purchased Assets from Company's facility in Connecticut to Purchaser's facility in New Jersey as promptly as possibly following the Closing. Such cooperation will include assisting Purchaser with
proper installation of all machinery and equipment constituting Purchased Assets. Purchaser shall pay
all costs associated with the removal and installation of the Purchased Assets, including expenses incurred in transporting the Purchased Assets.

4.5Retained Employees.On the Closing Date, Purchaser shall offer employment to all of the Retained Employees
in accordance with Purchaser's standard hiring practices, which includes verification by Purchaser of each Retained Employee's legal authority to work in the United States in accordance with all
applicable federal, state and local laws, rules and regulations, and successful

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completion by each Retained Employee of a pre-employment physical and drug and alcohol screening. Purchaser's obligations under this Section 4.5 are conditioned upon Purchaser
being satisfied, in its sole and absolute discretion, that all Retained Employees have satisfied Purchaser's hiring requirements as described above. Sellers shall retain all liabilities for payroll,
withholding taxes, and all other obligations relating to employees of Company who are not hired by Purchaser following the Closing, and all liabilities and obligations relating to Retained Employees
which arose out of or related to periods ending on or prior to the Closing Date.

4.6Amendment to Certificate of Incorporation of Company.Promptly following the Closing, Sellers shall take all
actions required to amend the Certificate of Incorporation of Company to change the corporate name of Company from "Dermal Sciences, Inc." to another available corporate name.

4.7Further Assurances.Each of the parties hereto agrees to use all reasonable efforts to take, or cause to be
taken, all action, and to do, or cause to be done, all things necessary, proper or advisable to consummate and carry out the intent and the purposes of this Agreement, including executing and
delivering all documents reasonably requested by Purchaser and its counsel for the purpose of transferring to Purchaser title to all of the Purchased Assets.

4.8Management Equity Purchase.Following the Closing, but in any event no later than December 31, 2001,
Outsourcing Services Group, Inc., parent company of Purchaser ("Parent"), will offer for purchase to Craig Berry shares of common stock, par value $0.001, of Parent at the
then-current fair market value for such shares.

4.9Reimbursement for Facility Lease.After Sellers have exhausted the Facility Payment through payment of all
regular monthly expenses (including rent and other apportioned expenses as set forth in the Facility Lease) properly incurred by Sellers after the Closing Date in connection with the Facility Lease,
Purchaser will reimburse Sellers for all additional regular monthly expenses properly incurred by Sellers with respect to the Facility Lease through June 30, 2002, the expiration date of the
Facility Lease. Purchaser shall reimburse Sellers for such expenses within two (2) Business Days after Purchaser receives from Craig Berry proof of payment of such expenses. Notwithstanding the
foregoing, Purchaser shall have no obligation to reimburse Sellers for expenses incurred under the Lease which arise out of the negligent or intentional wrongful acts of Sellers or any of their
licensees and/or invitees on the Premises.

ARTICLE V        CONDITIONS OF CLOSING

5.1Conditions of Obligations of Purchaser.The obligation of Purchaser to consummate the transactions
contemplated by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived by Purchaser.



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5.2Conditions of Obligations of Sellers.The obligations of Sellers to consummate the transactions contemplated
by this Agreement are subject to the satisfaction of the following conditions, each of which may be waived by Sellers:



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ARTICLE VI        CLOSING DATE AND TERMINATION OF AGREEMENT

6.1Closing Date.The closing for the consummation of the purchase and sale contemplated by this Agreement (the
"Closing") shall, unless another date or place is agreed to in writing by Seller and Purchaser, take place at the New York offices of Paul, Hastings Janofsky & Walker LLP, on the date (the
"Closing Date") on which each condition set forth in Article V is satisfied or waived.

6.2Termination of Agreement.This Agreement may be terminated and abandoned at any time prior to the Closing
Date:



6.3Effect of Termination.In the event of termination of this Agreement as provided in Section 6.2,
notice thereof shall be promptly given by the terminating party to the other parties and thereafter this Agreement shall forthwith become void, and there shall be no liability or obligation on the
part of Purchaser or Sellers or any of their respective Affiliates (a) except that Section 4.1 shall remain in full force and effect, and (b) nothing herein will relieve any party
from liability for any breach of any representation, warranty, agreement or covenant herein or damages resulting therefrom.

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ARTICLE VII        INDEMNIFICATION

7.1Indemnification by Sellers.



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7.2Indemnification by Purchaser.



7.3Indemnity for Taxes, Environmental Matters, and Patent Infringement Claims.



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7.4Survival of Representations and Warranties; Reliance.



7.5Payments from Escrow.Any amount due from Sellers pursuant to Sections 7.1 or 7.3 may be claimed by
Purchaser pursuant to the Escrow Agreement, but the amounts held in escrow shall not be the exclusive source of indemnification.

7.6Indemnification Exclusive.Absent common law fraud or intentional misrepresentation, the indemnification
provisions of this Article 7 shall be the exclusive remedy for breach of any representation or warranty contained in this Agreement.

ARTICLE VIII        MISCELLANEOUS

8.1Further Actions.From time to time, as and when requested by Purchaser, Sellers shall execute and deliver,
or cause to be executed and delivered, such documents and instruments and shall take, or cause to be taken, such further or other actions as Purchaser may reasonably deem necessary or desirable to
carry out the intent and purposes of this Agreement, to transfer, assign and deliver to

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Purchaser, and its successors and assigns, effective as of the Closing, possession of and all rights to the Purchased Assets (or to evidence the foregoing) and to consummate and give effect to the
other terms and conditions of this Agreement and all other documents executed simultaneously herewith.

8.2Expenses.Except as otherwise specifically provided herein, Sellers, on the one hand, and Purchaser, on the
other hand, shall each bear their own legal fees and other costs and expenses with respect to
the negotiation, execution and delivery of this Agreement and the consummation of the transactions hereunder. Nothing in this Section 8.2 shall prohibit either party from recovering expenses as
part of the damages for a breach of this Agreement

8.3Entire Agreement.This Agreement, which includes the Appendix, the Schedules and the Exhibits hereto and the
other documents, agreements and instruments executed and delivered pursuant to this Agreement, contain the entire agreement between the parties hereto with respect to the transactions described in
this Agreement and supersedes all prior arrangements, agreements and understandings, whether oral or in writing, with respect thereto.

8.4Descriptive Headings.The descriptive headings of this Agreement are for convenience only and shall not
control or affect the meaning or construction of any provision of this Agreement.

8.5Notices.All notices or other communications which are required or permitted hereunder shall be in writing
and sufficient if (a) delivered personally or (b) sent by registered or certified mail, postage prepaid, return receipt requested, or (c) sent by overnight courier with a
nationally recognized courier, or (d) via facsimile with a confirmation sent in any of the manners set forth in (a)-(c) of this Section, as follows:

|If to Sellers:   |  | Craig Berry
2 Taylor Lane
Westport, Connecticut 06880
Facsimile: (    )      -                                                                            
|---------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|with a copy to:  |  | Law Offices of Moshe Katlowitz
Attention: Moshe Katlowitz
342 Madison Avenue, Suite 1820
New York, NY 10173
Facsimile: (212) 271-7601                     
|If to Purchaser: |  | Acupac Packaging, Inc.
Attention: Ken Beck
25 Commerce Drive
Allendale, NJ 07401
Facsimile: (201) 785-9635                                                
|with a copy to:  |  | Paul, Hastings, Janofsky & Walker LLP
Attention: Peter J. Tennyson
695 Town Center Drive, Seventeenth Floor
Costa Mesa, CA 92626
Facsimile: (714) 979-1921

If
sent by mail, notice shall be considered delivered five (5) Business Days after the date of mailing, and if sent by any other means set forth above, notice shall be considered delivered upon
receipt thereof. Any party may by notice to the other parties change the address to which notice or other communications to it are to be delivered or mailed.

8.6Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware (other than the choice of law principles thereof). Any action, suit or

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other proceeding initiated by Sellers or Purchaser against any other party under or in connection with this Agreement may be brought in any Federal or state court in the State of New York, as the
party bringing such action, suit or proceeding shall elect, having jurisdiction over the subject matter thereof. Sellers and Purchaser hereby submit themselves to the jurisdiction of any such court
and agree that service of process on them in any such action, suit or proceeding may be effected by the means by which notices are to be given to it under this Agreement.

8.7Assignability.This Agreement shall not be assignable by any party without the written consent of the other
parties and any such purported assignment by any party without such consent shall be void, except that:



8.8Waivers and Amendments.Any waiver of any term or condition of this Agreement, or any amendment or
supplementation of this Agreement, shall be effective only if in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect,
limit or waive a party's rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

8.9Third Party Rights.Notwithstanding any other provision of this Agreement, and except as expressly provided
in Sections 7.1 or 7.2 hereof or as permitted pursuant to Section 8.7 hereof, this Agreement shall not create benefits on behalf of any shareholder or employee of Purchaser or Company, or any
other Person (including without limitation any broker or finder), and this Agreement shall be effective only as between the parties hereto, their successors and permitted assigns.

8.10Public Announcements.Purchaser and Sellers will consult with each other before issuing any press release
or otherwise making any public statements with respect to the transactions contemplated by this Agreement and neither Purchaser, nor any Seller shall issue any such press release or make any such
public statement without the prior approval of the other parties both as to the making of such release or statement and as to the form and content thereof, except to the extent that such party is
advised by counsel, in good faith, that such release or statement is required as a matter of law.

8.11Counterparts.This Agreement may be executed in any number of counterparts, and each such counterpart
hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. The parties hereto agree that for purposes of this section, facsimile
signatures shall be accepted as if they were originals.

[SIGNATURE
PAGE FOLLOWS]

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[SIGNATURE
PAGE TO ASSET PURCHASE AGREEMENT]

IN
WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first above written.

| |  | "Purchaser"                   
| |  | ------------------------------
| |  | ACUPAC PACKAGING, INC.        
| |  | By:                           
| |  | "Company"                     
| |  | By:                           
| |  | "Sellers"                     
| |  | /s/CRAIG J BERRYCraig J. Berry
| |  | /s/KIM R. BERRYKim R. Berry   

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APPENDIX A        Definitions

Capitalized terms in this Agreement shall have the meanings ascribed to them in this Appendix A unless such terms are defined elsewhere in this Agreement:

Affiliate:
With respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, "control" means the power to direct the management and policies of another Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

Business
Day: Any day that is not a Saturday, Sunday, or a day on which commercial banks in New York, New York are permitted or required by law to be closed.

Encumbrance:
Any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, whether voluntary or involuntary, (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest) and, with respect to capital stock, any option or other right to purchase or
any restriction on voting or other rights.

Funded
Debt: Bank loans and any other interest bearing debt obligation, capital leases, outstanding letters of credit, bankers acceptances, past due trade
payables, customer deposits and deferred revenue.

GAAP:
Generally accepted accounting principles as set forth in statements from Auditing Standards No. 69 entitled "The Meaning of `Present Fairly in
Conformance with Generally Accepted Accounting Principles in the Independent Auditors Reports"'issued by the Auditing Standards Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination.

Governmental
Entity: Any nation or any state, commonwealth, territory, possession or tribe and any political subdivision, courts, departments, commissions,
boards, bureaus, agencies or other instrumentalities of any of the foregoing.

Indebtedness:
With respect to any Person (a) all indebtedness for borrowed money; (b) that portion of obligations with respect to capital
leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (c) notes payable and drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money; (d) any obligation owed for all or any part of the deferred Purchase Price of property or services if the Purchase Price is due more than six months from the
date the obligation is incurred or is evidenced by a note or similar written instrument; and (e) all indebtedness secured by any Encumbrance on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person.

"Knowledge"
of the Company or statements about facts or circumstances recognized by the Company shall refer to the actual knowledge, after such inquiry of
Company personnel and review of Company records (but without independent inquiry) as they deem appropriate, of Craig Berry and Christopher Smith.

Material
Adverse Effect: A material adverse effect on the business, operations, condition (financial or otherwise) or prospects of Company.

Person:
An individual, corporation, partnership, joint venture, trust or unincorporated organization or association or other form of business enterprise or a
Governmental Entity.

Purchaser's
Accountants: Deloitte & Touche, LLP

Sellers'
Accountants: Gelfand and Solek

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Subsidiary:
With respect to any Person, any other Person whose voting securities or other ownership interests directly or indirectly are owned by such
Person.

Tax:
Any and all license and registration fees, taxes (including, without limitation, income, minimum or alternative minimum tax, gross receipts, ad valorem,
value added, environmental tax, turnover, sales, use, personal property (tangible and intangible), stamp, leasing, lease, user, leasing use, excise, payroll, franchise, transfer, fuel, excess profits,
occupational, interest equalization and other taxes), levies, imposts, duties, charges or withholdings of any nature whatsoever, imposed by any Governmental Entity, together with any and all
penalties, fines, additions to tax and interest thereon, whether or not such Tax shall be existing or hereafter adopted.

Other
Definitions: The following terms have the meanings ascribed to them in the Sections noted:

SectionAccounts Receivable

1.1(h)Adjustment Amount

1.3(a)(iii)Agreement

RecitalsAllocations

1.6Assumed Contracts

1.1(b)Assumed Liabilities

1.3Authorizations

2.8(a)Benefit Plans

2.13(a)Bill of Sale

1.1(b)Business

RecitalsBusiness Rights

2.12Campus Lease Payment

1.5(b)Closing

6.1Closing Date

6.1Closing Date Payment

1.2COBRA

2.13(e)Company

RecitalsCustomers

1.1(a)Earn-Out Payment

1.8Escrow Agreement

1.9Employment Agreement

5.1(i)Environmental Law

2.15(b)ERISA

2.13(a)Excluded Assets

1.2Excluded Liabilities

1.4


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Facility Lease

1.5(b)Facility Payment

1.5(b)Fleet Lease

1.3(iii)Financial Statements

2.4(a)Furniture & Equipment

1.1(g)Hazardous Materials

2.15(c)Independent Accountants

1.7(d)Inventory

2.19Losses

7.1(a)Marketing Agreement

RecitalsMarketing Deposit

RecitalsNet Assets Adjustment

1.7(a)(i)Parent

4.8Payment Date

1.8Premises

1.5(b)Properties

2.6(a)Purchase Price

1.2Purchased Assets

1.1Purchaser

RecitalsPurchaser Indemnitee

7.1(a)Purchaser's Basket

7.2(b)Purchaser's Cap

7.2(b)Release

2.15(d)Retained Employees

2.14(a)Seller Indemnitee

7.2(a)Sellers

RecitalsSellers' Basket

7.1(b)Sellers' Cap

7.1(b)Working Capital Adjustment

1.7(a)(ii)


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EXHIBIT 1        Bill of Sale/Assignment and Assumption

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EXHIBIT 2        Earn-Out Payment Model

The following outlines the formula to determine the timing and financial hurdles to be achieved to pay the Earn-Out Payment as defined in
Section 1.8

Earn-Out Amount:The maximum Earn-Out Payment is $750,000.00.

Payment Date:A date on which Purchaser must make an Earn-Out Payment to the Seller, as determined in Section 1.8.

Timing:The Earn-Out is intended to be paid over three years in equal annual installments of $250,000.00 subject to the
following formula.

Basis for Earn-Out Payment:The Earn-Out Payment model is predicated on achievement of a sustainable and growing
Fill Fee while maintaining a ratio of Gross Profit to Fill Fee of not less than 40% beginning with a basis of a projected year 2001 Fill Fee of $2,087,000.00. Fill Fee is defined as Dermal's sales
less direct cost of raw materials and components applicable to such sales (including packaging and similar materials). Gross Profit is Fill Fee less the cost of direct labor (including taxes and
fringe benefits) and all manufacturing overhead applicable to such Fill Fee. Fill Fee and Gross Profit shall be determined using generally accepted accounting principles applied consistently with
Purchaser's audit financial statements.

Earn-Out Payment Formula:



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EXHIBIT 3        Form of Escrow Agreement

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EXHIBIT 4        Form of Patent Assignment

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EXHIBIT 5        Form of Trademark Assignment

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EXHIBIT 6        Form of Employment Agreement

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EXHIBIT 7        Opinion of Counsel to Sellers

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EXHIBIT 8        Opinion of Counsel to Purchaser

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